AMERITAS INVESTMENT CORP.

Transcription

1 NEW ISSUE BOOK-ENTRY ONLY OFFICIAL STATEMENT DATED JULY 24, 2013 NON-RATED BANK QUALIFIED 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 $5,640,000 THE COUNTY OF GAGE, NEBRASKA HIGHWAY ALLOCATION FUND PLEDGE BONDS SERIES 2013 Due: November 1, as shown below The County of Gage, Nebraska (the "County") is issuing the above-captioned bonds (the "Bonds") as fully registered bonds which, when initially issued, 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 the Bonds will be made in book-entry only form, in the principal amount of $5,000 or any integral multiple 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 1 and November 1 of each year, commencing May 1, 2014, until maturity or earlier redemption. So long as DTC or its nominee is the registered owner of the Bonds, payments of the principal or redemption price of and 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. The County Treasurer, whose office is in Beatrice, Nebraska, is acting as Paying Agent and Registrar for the Bonds. 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 November 1 Maturity Principal Amount Interest Rate CUSIP Number November 1 Maturity Principal Amount Interest Rate CUSIP Number 2014 $ 520, % BK $ 565, % BQ , BL , BR , BM , BS , BN , BT , BP , BU6 Bonds maturing on or after November 1, 2018 are subject to redemption prior to maturity at the option of the County on August 27, 2018 or on any date thereafter, in whole or in part, at par plus accrued interest to the date set for redemption. 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 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; provided, however, that the total annual ad valorem tax levy of the County, including the levy to pay the Bonds, may not exceed the State of Nebraska constitutional levy limitation applicable to all counties of $0.50 per $100 of taxable valuation plus an additional voter-approved levy limitation of $0.03 per $100 of taxable valuation with respect to the Bonds. 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, including the Outstanding Bonds (as described herein), and/or undertake additional highway and road projects 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 pursuant to a resolution adopted by its Board of Supervisors under Section 66-4,101, Reissue Revised Statutes of Nebraska, as amended (the "Act"). The County is using the proceeds of the Bonds for the purposes of (i) paying the costs of improving and/or repaving certain highways and roads of the County and related improvements, and (ii) paying certain costs of issuance related to 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 OFFICIAL STATEMENT 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 and tax-exemption 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 August 27, AMERITAS INVESTMENT CORP.

2 GAGE COUNTY, NEBRASKA Board of Supervisors John Hill Terry Jurgens Kathy Setzer Matt Bauman Gary Lytle Dennis Byars Myron Dorn County Administration Patricia Milligan, County Assessor Roger Harris, County Attorney Dawn Hill, County Clerk Laurie Wollenburg, County Treasurer REGISTRAR AND PAYING AGENT Gage County Treasurer Beatrice, Nebraska AUDITOR Schulz & Associates, P.C., CPAs Beatrice, Nebraska UNDERWRITER Ameritas Investment Corp. Omaha, Nebraska BOND COUNSEL Kutak Rock LLP Omaha, Nebraska

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 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. 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 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 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 County since the date hereof. This Official Statement 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 8 THE COUNTY 10 ESTIMATED SOURCES AND USES OF BOND PROCEEDS 10 DEBT SERVICE SCHEDULE 11 CONTINUING DISCLOSURE 11 TAX MATTERS 11 LEGAL OPINION 13 FINANCIAL STATEMENTS 13 UNDERWRITING 13 NO LITIGATION 14 MISCELLANEOUS 14 INFORMATION CONCERNING GAGE COUNTY, NEBRASKA ACCOUNTANTS' REPORT AND FINANCIAL STATEMENTS FORM OF CONTINUING DISCLOSURE UNDERTAKING APPENDIX A APPENDIX B APPENDIX C 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 OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.

4 CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFICIAL STATEMENT 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, 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 OFFICIAL STATEMENT RELATING TO $5,640,000 THE COUNTY OF GAGE, NEBRASKA HIGHWAY ALLOCATION FUND PLEDGE BONDS SERIES 2013 INTRODUCTION The purpose of this Official Statement, which includes the cover page and the appendices hereto, is to set forth information concerning The County of Gage, Nebraska (the "County") and the County's Highway Allocation Fund Pledge Bonds, Series 2013, being issued in the aggregate principal amount of $5,640,000 (the "Bonds"). The Bonds are being issued pursuant to a resolution adopted by the County Board of Supervisors (the "Board") in accordance with the provisions of Section 66-4,101, Reissue Revised Statutes of Nebraska, as amended (the "Act"). The Bonds are being issued for the purposes of paying the costs of improving and/or repaving certain highways and roads of the County and related improvements and 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 the limitation described herein. The total annual ad valorem tax levy of the County, including the levy to pay the principal of and the interest on the Bonds, may not exceed the State of Nebraska constitutional levy limitation applicable to all counties of $0.50 per $100 of taxable valuation plus an additional voter-approved levy limitation of $0.03 per $100 of taxable valuation with respect to the Bonds. The full faith and credit of the County is 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 Official Statement, including the appendices attached hereto. This Official Statement 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 Ameritas Investment Corp. (the "Underwriter"). Information in this Official Statement 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 cover page of this Official Statement. 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-Only System" herein. 1

6 Payment of Bonds The Gage County Treasurer, whose office is in Beatrice, 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 1 and November 1 of each year, commencing May 1, 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. Bonds maturing on or after November 1, 2018 are subject to redemption prior to maturity at the option of the County at any time on August 27, 2018 or any date thereafter, in whole or in part, in such principal amounts and from such maturity or maturities as the County, in its sole and absolute discretion, shall determine, at a redemption price equal to the principal amount thereof, together with the interest accrued thereon to the date of redemption, with no premium. If less than all of the Bonds of any maturity are to be called for redemption, the particular Bonds of such maturity to be redeemed shall be selected by lot in whole multiples of $5,000 within a maturity. 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. 2

7 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 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 adopted by the Board on July 24, 2013 (the "Resolution") 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 of the State 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. At a special election held in the County on June 11, 2013, a majority of the qualified electors of the County voting at such election (3,597 to 2,214) authorized the Board to impose a special levy of taxes of not to exceed three cents ($0.03) per one hundred dollars of valuation against all the taxable property in the County sufficient in rate and amount to pay the principal of any interest on the Bonds as the same become due and payable, which special tax (a) shall be in addition to all other taxes to be collected by the County, (b) may exceed the County's constitutional and statutory tax levy limitations of $0.50 per $100 of taxable valuation, and (c) may not be levied and collected for more than 10 years. 3

8 The County intends to use the proceeds of the Bonds to pay the costs of improving and/or repaving certain highways and roads of the County and related improvements and 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 Official Statement. 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. 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 4

9 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 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 Direci and Indirect Participants. 5

10 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, or that DTC or the Participants will serve and act on a timely basis or in the manner described in this Official Statement. 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 6

11 exercise the rights of registered owners only indirectly through DTC and its Participants. For the rights of Beneficial Owners with respect to the County's continuing disclosure obligation, see Appendix C hereto. 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 approximately $1,819,639 from the Highway Allocation Fund during the fiscal year ended June 30, 2013 and expects to receive approximately $1,973,376 from the Highway Allocation Fund during the fiscal year ending June 30, Receipts from the Highway Allocation Fund are also equally and ratably pledged to the payment of the County's Highway Allocation Fund Pledge Bonds, Series 2009, dated June 15, 2009 (the "Outstanding Bonds"), of which $280,000 in aggregate principal amount are presently outstanding. Maximum annual debt service on the Bonds and the Outstanding Bonds is $731,135. The County also uses receipts from the Highway Allocation Fund to pay the costs of road construction and maintenance. 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 and interest falling due in such year on the Bonds and the Outstanding Bonds and any other bonds of the County secured by a pledge of receipts from the Highway Allocation Fund. Pursuant to the Resolution, the County has reserved the right to undertake additional highway and road improvement projects and to issue additional highway allocation fund pledge bonds payable on a parity with the Bonds and the Outstanding 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. As described above under "THE BONDS Authority and Purpose", a special levy of taxes with respect to the Bonds at a rate not to exceed three cents ($0.03) per one hundred dollars of valuation against all the taxable property in the County and for a period not to exceed 10 years was approved by majority vote of the qualified electors of the County on June 11, The total annual levy of the County, including the special levy with respect to the Bonds, is subject to a $0.53 per $100 of taxable valuation levy limitation consisting of (i) the $0.50 per $100 of taxable valuation constitutional levy limitation plus (ii) an additional levy limitation of $0.03 per $100 of taxable valuation. 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 Official Statement 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 villages, 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" herein. 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 cities. 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, subject to the statutory and constitutional limitations described herein. 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. 8

13 Budget and Levy Limitations 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. The Levy Limitations expressly exclude any property taxes levied for bonded indebtedness. 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. 9

14 As described above under "THE BONDS Authority and Purpose", on June 11, 2013 a majority of the qualified electors of the County voted to authorize the Board to levy an additional $0.03 per $100 of valuation on all taxable property within the County in excess of the constitutional limitation for purposes of paying debt service on the Bonds. The total annual levy of the County, including the special levy with respect to the Bonds, is subject to a $0.53 per $100 of taxable valuation levy limitation consisting of (i) the $0.50 per $100 of taxable valuation Constitutional levy limitation plus (ii) an additional levy limitation of $0.03 per $100 of taxable valuation. The 2012 valuation of all taxable property located in the County is $2,086,294,567. The County's tax levy for the fiscal year is set at $ per $100 of taxable valuation, which is expected to produce approximately $8,233,499 in tax collections. The County's tax levy for the fiscal year is expected to be set at approximately the same levy as last year. For a discussion of the County's prior levies and collection history, see APPENDIX A "GAGE COUNTY, NEBRASKA" attached hereto. 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. THE COUNTY The County of Gage, Nebraska 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. See APPENDIX A "GAGE COUNTY, NEBRASKA" and APPENDIX B "FINANCIAL STATEMENTS" attached hereto. Sources: ESTIMATED SOURCES AND USES OF BOND PROCEEDS Par amount of Bonds TOTAL Uses: Project Fund Costs of Issuance (including underwriting discount) $5,640, $5,586, , $5,640, TOTAL $5,640,

15 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 Outstanding Bonds and the Bonds, which amounts are to be collected from the highway allocation funds and levy of ad valorem taxes described herein: Year Ending June 30 Outstanding Bonds Series 2013 Bonds Principal Interest Total Combined Total 2014 $ 97, $ 65, $ 65, $ 163, , $ 520,000 95, , , , ,000 93, , , ,000 88, , , ,000 82, , , ,000 75, , , ,000 65, , , ,000 54, , , ,000 41, , , ,000 25, , , ,000 8, , , Totals $296, $5,640,000 $697, $6,337, $6,634, CONTINUING DISCLOSURE Pursuant to a Continuing Disclosure Certificate (the "Disclosure Certificate"), the County will provide (a) (a) annually to the Municipal Securities Rulemaking Board ("MSRB") in an electronic format accompanied by identifying information as prescribed by the MSRB, certain fmancial information and operating data relating to the County that is prepared annually and publicly available, and (b) notice to the MSRB of the occurrence of certain enumerated events, all pursuant to the requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "Rule"). The proposed form of the Disclosure Certificate of the County is attached to this Official Statement as APPENDIX C. A failure by the County to comply with the Disclosure Certificate will not constitute a default under the Resolution, although bondholders will have any available remedy at law or in equity. Any such failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. The County is in compliance with any prior undertaking made by it pursuant to the Rule. The District has experienced no events determined by the District to be material and requiring a material event notice during the 2012/2013 fiscal year. Federal Tax Opinions TAX MATTERS Tax-Exemption. 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 11

16 tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. The opinions described in the preceding sentence assume 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, interest with respect to the Bonds 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 expect to issue greater than $10,000,000 of tax-exempt obligations during the 2013 calendar year (excluding certain private activity and refunding bonds), and in the Resolution 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. Bond Counsel will express no other opinion regarding the federal tax consequences arising with respect to the Bonds. State Tax Opinion In the opinion of Bond Counsel, under the existing laws of the State, 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 expresses no other opinion regarding the State or local tax consequences arising with respect to 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 reporting requirement does not in and of itself affect or alter the 12

17 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. 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. FINANCIAL STATEMENTS The financial statements of the County, as of and for the year ended June 30, 2012, included in APPENDIX B to this Official Statement, have been audited by Schulz & Associates, P.C., Certified Public Accountants, Beatrice, Nebraska, independent auditors, as stated in their report appearing herein. UNDERWRITING Ameritas Investment Corp., Omaha, Nebraska (the "Underwriter"), has agreed, subject to certain conditions, to purchase the Bonds from the County at a price equal to 99.2% 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 cover page of this Official Statement, 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. 13

18 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. 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 Official Statement 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 our knowledge 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 levy and collect ad valorem taxes, including the voter-approved 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 Official Statement 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 Official Statement 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. THE COUNTY OF GAGE, NEBRASKA 14

19 APPENDIX A INFORMATION CONCERNING GAGE COUNTY, NEBRASKA FINANCIAL STATEMENT Taxable Valuation (2012) $2,086,294,567 G.O. Bonded Debt (including this issue) 6,620,974 Ratio of Direct Bonded Debt to Taxable Valuation 0.32% Underlying Debt 2012 Valuation Outstanding G.O. Debt % Applicable to County Amount Applicable to County Cities & Villages Village of Adams (2012 pop. 574 est) $ 35,269,392 $ 1,030, % $1,030,000 Village of Barneston (2012 pop. 114 est) 2,695, City of Beatrice (2012 pop. 12,147 est) 544,166, ,000* ,000 Beatrice Airport Authority 544,166, , ,000 City of Blue Springs (2012 pop. 324 est) 6,200, Village of Clatonia (2012 pop. 226 est) 8,600, Village of Cortland (2012 pop. 472 est) 25,841, Village of Filley (2012 pop. 129 est) 4,701, Village of Liberty (2012 pop. 75 est) 1,027, Village of Odell (2012 pop. 300 est) 9,095, Village of Pickrell (2012 pop. 195 est) 9,331,172 10, ,000 Village of Virginia (2012 pop. 59 est) 1,442, City of Wymore (2012 pop. 1,413 est) 27,763,247 1,805, ,805,000 School Districts Gage Co. S/D 0001 (Southern) $ 230,438, , ,205 Gage Co. S/D 0015 (Beatrice) 909,428,408 7,590, ,590,000 Gage Co. S/D 0034 (Freeman) 312,437,950 8,685, ,163,900 Gage Co. S/D 0100 (Diller-Odell) 449,571, Saline Co. S/D 0002 (Crete) 759,395,075 2,130, ,130 Saline Co. S/D 0082 (Wilber-Clatonia) 442,558,548 4,980, ,980 Pawnee Co. S/D 0069 (Lewiston) 244,242, Lancaster Co. S/D 0160 (Norris) 1,019,637,784 20,455, ,454,600 Jefferson Co. S/D 0300 (Tri-County) 539,455, Fire Districts Adams Fire District # $ 131,555, Barneston Fire District # 46,842, Beatrice Fire District # 377,252, Blue Springs Fire District # 88,975, Clatonia Fire District # 40,031, Cortland-Lancaster Fire District # 121,002, Diller Fire District # 182,665, Filley Fire District # 142,221, Firth Fire District 245,517,693 1,465, ,190 Hallam Fire District 159,277, Odell Fire District 188,831, Pickrell Fire District 114,036, Saline Fire District 918,866, , ,410 Wymore Fire District # 79,865, TOTAL $50,588,992 $24,182,415 *Not including $1,360,000 Solid Waste Disposal Facility Revenue Bonds, Series A-1

20 Underlying and Direct Bonded Debt $30,803,389 Ratio of Underlying & Direct Bonded Debt to Taxable Valuation 1.48% Gage County Population (2010 census) 22,311 Gage County Population (2012 estimate) 21,806 Direct Bonded Debt Per Capita $ Note: Certain other taxing jurisdictions with large taxable valuations including educational service units have bonded and non-bonded indebtedness which may overlap with the County and which may or may not be payable from property taxes as the principal source of payment. The County does not believe that such indebtedness constitutes overlapping tax-supported indebtedness in material amounts. Authority to Levy Property Taxes Section , Reissue Revised Statutes of Nebraska, as amended, grants to counties the authority to levy an ad valorem tax for county purposes (the "General Fund Levy"), subject to certain limitations, including, but not limited to, those specified by Article VIII, Section 5 of the Nebraska Constitution (50 cents per $100 of taxable value as determined by the assessment rolls) and by Section (discussed herein under "NEBRASKA DEVELOPMENTS RELATED TO BUDGETS AND TAXATION"), provided that such limitations may be exceeded upon an approving vote of the electors of the County. The question of exceeding the constitutional limitation was submitted to the electors of the County as an integral part of the ballot regarding the issuance of the Bonds and was approved by a majority of voters voting on the issuance of the Bonds. The levy of taxes to pay the principal of and interest on the Bonds is limited to three cents per one hundred dollars of taxable valuation against all the taxable property in Gage County but the levy is exempt from other applicable levy limitations. See "NEBRASKA DEVELOPMENTS RELATED TO BUDGETS AND TAXATION" herein. Budgetary Process Nebraska State Law requires the County to prepare an annual budget. The Board of Supervisors prepares a proposed budget after reviewing and analyzing requests from County agencies. The proposed budget is printed and made available to interested citizens, and a public hearing is held for input concerning the proposed budget. After the hearing, the Board of Supervisors may revise the items contained in the proposed budget if considered necessary. Following the adoption of the budget and not later than September 20, the Board of Supervisors must determine the amount to be budgeted for taxes. The first half of real estate tax payable and personal property tax payable becomes delinquent May 1 and the second half September 1. The interest rate on delinquent taxes is set by statute at 14% per annum. Future Borrowing Plans The County has no financing plans for the immediate future. Debt Management The County is authorized by law to levy taxes in an amount not to exceed 50 cents per $100 of taxable valuation without an approving vote of the electorate. The County's 2012/13 levy is $ (including levy for Courthouse Bond) per $100 of taxable valuation. Certain other levy limitations apply to the County, see "NEBRASKA DEVELOPMENTS RELATED TO BUDGETS AND TAXATION." THE COUNTY Gage County, Nebraska, is located in southeastern Nebraska. Beatrice, the county seat of Gage County, is located 40 miles south of Lincoln, Nebraska, at the junction of U.S. Highway Nos. 77 and 136 and State Highway No. 4. State Highway Nos. 8, 41, 99, 103 and 112 also serve the County. Omaha, Nebraska is A-2

21 approximately 100 miles northeast of Beatrice. Access to Interstate 80 is 39 miles north of Beatrice and Interstate 29, 62 miles east of Beatrice. The City is the primary trade center for the surrounding rural area which includes fertile farm land in the heart of the Big Blue River Valley. Beatrice has a progressive business community consisting of retail establishments and wholesale firms. In addition to the typical industries connected with agriculture, the City also has diversified manufacturing of products including industrial pumps, water systems, store fixtures, shipping containers, farm equipment, metal stampings and ladies clothing. Gage County is governed by a seven-member Board of Supervisors, elected by popular vote for four-year terms. Current Board Members are as follows: John Hill Terry Jurgens Kathy Setzer Matt Bauman Gary Lytle Dennis Byars Myron Dorn Holmesville, Nebraska Odell, Nebraska Beatrice, Nebraska Beatrice, Nebraska Beatrice, Nebraska Beatrice, Nebraska Adams, Nebraska The City of Beatrice. the largest city in the County, is served by a branch line of the BNSF Railway Company and Amtrak provides rail passenger service out of Lincoln, 39 miles north of Beatrice. Commercial airline service is available in Omaha (75 minutes) and Lincoln (35 minutes). The Beatrice Municipal Airport has two lighted and hard-surfaced runways (5,600 feet and 4,400 feet). The Beatrice Daily Sun, is the local daily paper and the Lincoln Journal Star and the Omaha World-Herald are delivered daily. Wholesale power for Beatrice and Wymore is purchased from Nebraska Public Power District and the remainder of the communities in Gage County from Norris Public Power District. Black Hills Energy is the supplier of natural gas. Health needs of Gage County communities are met by the Beatrice Community Hospital & Health Center, a 25 licensed Medicare/Medicaid approved bed hospital, and the Beatrice State Developmental Center, both located in Beatrice, along with three outpatient clinics in Beatrice. Nursing home facilities in Gage County include the following facilities: Facility Gold Crest Retirement Center Beatrice Good Samaritan Society Beatrice Manor Wymore Good Samaritan Society Location Adams, NE Beatrice, NE Beatrice, NE Wymore, NE No. of Licensed Beds

22 Financial needs of the County are served by the following fmancial institutions: Adams State Bank, Adams Aliant Credit Union, Beatrice Bank of the West, Beatrice First National Bank of Omaha, Beatrice Great Western Bank, Beatrice MembersOwn Credit Union, Beatrice Pinnacle Bank, Beatrice Security First Bank, Beatrice Stockmens Financial Corp, Beatrice U.S. Bank National Association, Beatrice Security First Bank, Blue Springs Security First Bank, Clatonia First State Bank Nebraska, Cortland Security First Bank, Cortland First State Bank Nebraska, Filley Farmers Bank of Cook, Liberty State Bank of Odell, Odell First State Bank Nebraska, Pickrell Farmers Bank of Cook, Virginia Farmers Bank of Cook, Wymore Schools and Colleges Educational needs of the communities are served by the following school districts: School Public Southern School District 1, Wymore, NE Beatrice Public Schools, Beatrice, NE Freeman Public Schools, Adams, NE Diller-Odell Public Schools, Odell, NE Class of District Enrollment 403 2, The following private schools also provide education within the County. School Class of District Enrollment Nonpublic St. Joseph Elementary School, Beatrice Grades PK-7 78 St. Paul's Lutheran Elementary School Grades PK Southeast Community College Area with campuses in Beatrice, Lincoln and Milford provides Gage County residents non-credit community-based education, pre-professional, vocational, technical, general, developmental and academic transfer education. Additional educational opportunities are provided at Doane College in Crete, NE, Peru State College in Peru, NE, Concordia University in Seward, NE and schools, colleges and universities in Lincoln and Omaha, NE. Educational Service Unit Gage County school districts belong to Educational Service Unit No. 5, which is headquartered in Beatrice and serves Gage, Jefferson and Thayer Counties. Major services include audio-visual repair, data processing, media center, speech therapy, psychological services, resource teachers, special educational supervision, emotionally handicapped, mentally retarded, staff development and in-services, school nurse services, and federal project development. Sales Tax The Cities of Beatrice and Wymore have a 1.5% city sales tax in effect and the Villages of Cortland and Odell have a 1% city sales tax in effect.

23 TAX STRUCTURE Taxable Valuations Source: Gage County Assessor's Office Year Gage County 2008 $1,686,001, ,914,883, ,930,962, ,021,983, ,086,294,567 Gate County Levy ($ per $100) Year General Fund Courthouse Bond Total 2008/09 $03641 $ $ / / / / Source: Gage County Treasurer's Office Property Taxes Levied and Collected The figures below include real and personal property taxes but do not include motor vehicle ad valorem taxes. Collections include interest on delinquent taxes. The figures show taxes levied and amount collected for all political subdivisions in Gage County including the County. Accumulated Collections as of June 30, 2012 Year Taxes Levied Amount Percent 2009 $34,515,062 $34,493, % ,573,630 34,544, ,917,786 20,996, ,690,148 n/a n/a

24 Largest Taxpayers Listed below are the estimated largest taxpayers in Gage County as reported by the County Assessor's Office % of Taxpayer Type of Business Valuation Total Rockies Express Pipeline, LLC Pipeline $50,745, % General Agricultural Services, LLC Farm Labor 39,436, E Energy Adams, LLC Ethanol 32,414, Northern Natural Gas Co. Pipeline 23,680, Transcanada Keystone Pipeline LP Pipeline 13,193, KH Beatrice, LLC Mfg Turf Equipment 13,020, Flint Hills Resources Beatrice, LLC Pipeline 12,500, BNSF Railroad Transportation 12,399, Natural Gas Pipeline Co. of America Pipeline 7,613, Wal-Mart Real Estate Business Trust Retail 6,373, Economic Development The following tables show the major manufacturing and nonmanufacturing employers in the Gage County area and their number of employees: Company Exmark Manufacturing Company, Inc. Store Kraft Manufacturing Co. NEAPCO, Inc. Company/Organization Beatrice State Developmental Center Beatrice Community Hospital and Parkview Center Beatrice Public Schools Mosaic Good Samaritan Center City of Beatrice Housing Manufacturing Product Turf Equipment Store Fixtures PTO Parts Nonmanufacturing Function/Service Home/School for Mentally Disabled Hospital & L/T Care Facility Education Home/School for Mentally Disabled Nursing Home City Government No. of Employees No. of Employees The US Census Bureau reports the following averages for Beatrice, Gage County and the State of Nebraska: City of Beatrice Gage County State of Nebraska Homeownership rate, % 72.6% 68.3% Median value of owner-occupied housing units, $93,000 $99,700 $125,400 Median household income, $39,215 $45,573 $50,

25 Retail Sales (000s) Gage County $ 188,474 $ 180,480 $184,007 $ 193,466 $ 200,706 Beatrice 164, , , , ,500 Unemployment Following are labor force/work force summary statistics for Gage County for the last five years: Labor Force 12,288 11,940 12,054 11,864 11,914 Employment 11,722 11,189 11,400 11,225 11,370 Unemployment Unemployment Rate 4.6% 6.3% 5.4% 5.4% 4.6% State of Nebraska Unemployment Rate National Unemployment Rate Source: Nebraska Department of Labor

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27 APPENDIX B GAGE COUNTY, NEBRASKA FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION FOR THE YEAR ENDED JUNE 30, 2012

28 GAGE COUNTY TABLE OF CONTENTS Page Financial Section Independent Auditors' Report 1-2 Basic Financial Statements: Government-wide Financial Statements: Statement of Net Assets Cash Basis Statement of Activities Cash Basis Fund Financial Statements Statement of Cash Basis Assets and Fund Balances Governmental Funds 5 Statement of Cash Receipts, Disbursements, and Changes in Cash Basis Fund Balances Governmental Funds 6 Statement of Fiduciary Assets and Liabilities Cash Basis Fiduciary Funds 7 Notes to Financial Statements 8-19 Required Supplementary Information: Budgetary Comparison Schedule Budget and Actual General Fund 20 Budgetary Comparison Schedule Budget and Actual Major Funds Notes to Required Supplementary Information 24 Combining Statements and Schedules: Combining Statement of Receipts, Disbursements, and Changes in Cash Fund Balances Nonmajor Governmental Funds 25 Budgetary Comparison Schedule Budget and Actual Nonmajor Funds Schedule of Office Activities 30 Government Auditing Standards Section Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 31-32

29 106 Eastside Blvd Beatrice, NE Phone (402) Fax (402) SCHULZ ASSOCIATES, P.C. CERTIFIED PUBLIC ACCOUNTANTS Website: th Street, P.O. Box 535 Fairbury, NE Phone (402) Fax (402) November 30, 2012 INDEPENDENT AUDITORS' REPORT County Board of Supervisors Gage County Beatrice, Nebraska We have audited the accompanying financial statements of the governmental activities, each major fund, and the aggregate remaining fund information of Gage County, Nebraska, as of and for the year ended June 30, 2012, which collectively comprise the County's basic financial statements as listed in the table of contents. These financial statements are the responsibility of the County's management. Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinions. As discussed in Note 1, these financial statements were prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective cash balances of the governmental activities, each major fund, and the aggregate remaining fund information of Gage County, Nebraska, as of June 30, 2012, and the respective changes in cash balances thereof for the year then ended in conformity with the basis of accounting described in Note 1. Wayne M. Schulz, CPA Susan K. Robinson, CPA Max L. Manes, CPA Kerby Cunningham, CPA Darrel Egger

30 Gage County Beatrice, Nebraska November 30, 2012 In accordance with Government Auditing Standards, we have also issued our report dated November 30, 2012, on our consideration of Gage County, Nebraska's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit. The budgetary comparison information is not a required part of the basic financial statements but is supplementary information required to accompany these financial statements. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the required supplerrientary information. However, we did not audit the information and express no opinion on it. The County has not presented the Management's Discussion and Analysis that is necessary to supplement, although not required to be part of, the basic financial statements. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise Gage County, Nebraska's basic financial statements. The combining nonmajor fund statements, nonmajor budgetary comparison information, and schedule of office activities, are presented for purposes of additional analysis and are not a required part of the basic financial statements. These statements and schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole on the basis of accounting described in Note 1. Az\\sabeVCSSattit-St SCHULZ & ASSOCIATES, P.C. Certified Public Accountants

31 GAGE COUNT Y STATEMENT OF NET ASSETS - CASH BASIS JUNE 30, 2012 ASSETS Governmental Activities Cash and Cash Equivalents 6,042,421 Total Assets 6,042,421 NET ASSETS Restricted for: County Building Fund 100,000 Visitor Promotion 81, Emergency Services 30,082 Drug Education 138 Debt Service 494,707 Homeland Security 42,965 Unrestricted 5,292,953 Total Net Assets 6,042,421 The notes to the financial statements are an integral part of this statement. 3

32 GAUL LAJU N1 Y STATEMENT OF ACTIVITIES - CASH BASIS FOR THE YEAR ENDED JUNE 30, 2012 Fees, Fines, Cash and Charges Functions: Disbursements for Services Program Cash Receipts Operating Grants and Contributions Net (Disbursements) Receipts and Changes in Net Assets Governmental Activities: General Government $ (4,539,739) $ 627,927 $ 179,458 $ (3,732,354) Public Safety (2,802,623) 122,242 55,329 (2,625,052) Public Works (3,768,371) 1,963,038 (1,805,333) Public Assistance (240,709) (240,709) Public Health (19,279) (19,279) Culture and Recreation (160,574) (160,574) Debt Service (715,013) (715,013) Total Governmental Activities (12,246,308) 750,169 2,197,825 (9,298,314) General Receipts: Taxes 8,592,192 Grants and Contributions not Restricted to Specific Programs 663,931 Investment Income 81,497 Licenses and Permits 31,709 Miscellaneous 194,980 Total General Receipts 9,564,309 Change in Net Assets Before Other Financing Sources and Uses 265,995 Change in Net Assets 265,995 Net Assets - Beginning 5,776,426 Net Assets - Ending 6,042,421 The notes to the financial statements are an integral part of this statement. 4

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34 STATEMENT OF CASH BASIS ASSETS AND FUND BALANCES GOVERNMENTAL FUNDS JUNE 30, 2012 Total Governmental Funds General Fund Road Fund Inheritance Tax Fund ASSETS Cash and Cash Equivalents $ 6,042,421 $ 3,038,979 $ 118,253 $ 1,150,602 Total Assets 6,042,421 3,038, ,253 1,150,602 FUND BALANCES Restricted for: Visitor Promotion 81,576 County Building Fund 100, Emergency Services 30,082 Drug Education 138 Debt Service 494,707 Homeland Security 42,965 Committed to: Road 1,003, ,253 Insurance 100,000 Assigned to: Other Purposes 1,150,602 1,150,602 Unassigned: 3,038,979 3,038,979 Total Cash Basis Fund Balances $ 6,042,421 $ 3,038,979 $ 118,253 $ 1,150,602 The notes to the financial statements are an integral part of this statement. 5

35 Courthouse Road/Bridge Other Bond Sinking Governmental Fund Fund Funds 389,500 $ 885,119 $ 459, , , ,968 81, ,000 30, , ,207 42, , , ,500 $ 885,119 $ 459,968

36 GAGE COUNTY STATEMENT OF CASH RECEIPTS, DISBURSEMENTS AND CHANGES IN CASH BASIS FUND BALANCES GOVERNMENTAL FUNDS FOR THE YEAR ENDED JUNE 30, 2012 Total Governmental Funds General Fund Road Fund Inheritance Tax Fund Receipts Taxes $ 8,592,192 $ 7,723,973 $ $ 299,961 Licenses and Permits 31,709 31,709 Intergovernmental 2,861, ,910 1,813,686 Charges for Services 750, ,169 Interest 81,497 81,497 Miscellaneous 194, ,871 33,654 24,455 Total Receipts 12,512,303 9,530,129 1,847, ,416 Disbursements General Government 4,539,739 4,494,423 45,316 Public Safety 2,802,623 2,639,643 Public Works 3,768,371 82,493 3,685,878 Public Assistance 240, ,709 Public Health 19,279 19,279 Culture and Recreation 160,574 25,814 Debt Service: Principal Payments 655,000 Interest Payments 60,013 Total Disbursements 12,246,308 7,502,361 3,685,878 45,316 Excess (Deficiency) of Receipts Over Disbursements 265,995 2,027,768 (1,838,538). 279,100 Other Financing Sources (Uses) Transfers from Other Funds 2,103, ,534 1,550,000 Transfers to Other Funds (2,103,991) (1,885,457) (218,534) Total Other Financing Sources (Uses) (1,666,923) 1,550,000 (218,534) Net Change in Fund Balances 265, ,845 (288,538) 60,566 Cash Basis Fund Balance - Beginning 5,776,426 2,678, ,791 1,090,036 Cash Basis Fund Balance - Ending 6,042,421 $ 3,038,979 $ 118,253 $ 1,150,602 The notes to the financial statements are an integral part of this statement. 6

37 Courthouse Road/Bridge Other Bond Sinking Governmental Fund Fund Funds 441,456 $ 46 $ 126,756 37, , , , , , ,000 90,000 48,240 11, , ,513 (134,745) 46 (67,636) 100, , , ,457 (134,745) 100, , , , ,147 $ 389,500 $ 885,119 $ 459,968

38 a STATEMENT OF FIDUCIARY ASSETS AND LIABILITIES - CASH BASIS FIDUCIARY FUNDS FOR THE YEAR ENDED JUNE 30, 2012 ASSETS: Balance July 1, 2011 Additions Deductions Balance June 30, 2012 Cash and Deposits $ 1,167,926 $ 39,635,529 $ 39,665,630 $ 1,137,825 Total Assets 1,167,926 39,635,529 39,665,630 1,137,825 LIABILITIES: Due to Other Governments: State 331,435 3,941,195 3,936, ,857 Schools 383,074 23,985,994 23,971, ,868 Educational Service Units 5, , ,789 5,808 Technical Colleges 13,375 1,231,074 1,229,836 14,613 Natural Resources Districts 8, , ,372 9,020 Fire Districts 3, , ,714 4,312 Municipalities 102,877 4,696,999 4,716,646 83,230 Townships 178, , , ,700 Agricultural Society 1, , ,329 1,456 Historical Society ,680 29, Clerk of District Court Trust 130, ,134 0 Others 8,879 3,120,303 3,123,563 5,619 T6tal Liabilities 1,167,926 39,635,529 39,665,630 1,137,825 TOTAL NET ASSETS 0 $ 0 $ 0 0 The notes to the financial statements are an integral part of this statement. 7

39 GAGE COUNTY BEATRICE, NEBRASKA NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the significant accounting policies and procedures adopted by Gage County, Nebraska: A. Reporting Entity Gage County, Nebraska (County) is a governmental entity established under and governed by the laws of the state of Nebraska (State). A Reporting entity is composed of the primary government, component units, and other organizations that are included to ensure the financial statements of the county are not misleading. The County, for financial purposes, includes all of the funds relevant to the operation of Gage County. The financial statements of the County include those of separately administered organizations that are controlled by, or dependent on, the County. Control or dependence is determined on the criteria of appointing a voting majority of an organization's governing body and 1) the ability of the county to impose its will on that organization or 2) the potential for the organization to provide specific benefits to or impose specific financial burdens on the county. Other individual County offices maintain accounting records and account for monies received and disbursed directly by these offices. Only that portion of these monies which is subsequently receipted by the County Treasurer is reflected in the County's financial statements. Accountabilities of the monies for the various other offices of the county are presented in page 30 of this report. B. Basis of Presentation: Government-wide Financial Statements: The Statement of Net Assets - Cash Basis and Statement of Activities - Cash Basis display information about the activities of the County (the primary government), and are in the format of government-wide financial statements as required by GASB Statement Number 34. These statements include all the financial activities of the County except for fiduciary activities. Internal activities in these statements have not been eliminated. Governmental GAAP would require internal activity to be eliminated to minimize double counting. Governmental activities generally are financed through taxes, intergovernmental revenues, and other nonexchange transactions. The Statement of Activities illustrates the degree to which the direct disbursement of a given function or segment is offset by program receipts. Direct disbursements are those that are clearly identifiable with a specific function or segment. Program receipts include: 1) Charges to customers or applicants who purchase, use or directly benefit from goods, services, or privileges provided by a given function and 2) grant contributions that are restricted to meeting the operational or capital requirements of a particular function. Property tax and other items not properly included among program receipts are reported instead as general receipts.