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State of Vermont Personal Income Taxes and State of Vermont Corporate Income Taxes

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State of Vermont Personal Income Taxes and State of Vermont Corporate Income Taxes New Issue – Book Entry Only Ratings: Moody’s: Aaa Fitch: AAA S&P: AA+ (See “RATINGS” herein) In the opinion of Edwards Wildman Palmer LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986. Interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Under existing law, interest on the Bonds is exempt from State of Vermont personal income taxes and State of Vermont corporate income taxes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein. $20,310,000 STATE OF VERMONT General Obligation Bonds 2014 SERIES A (VERMONT CITIZEN BONDS)† (Negotiated) $53,245,000 $36,205,000 STATE OF VERMONT STATE OF VERMONT General Obligation Bonds General Obligation Refunding Bonds 2014 SERIES B‡ 2014 SERIES C‡ (Competitive) (Competitive) Dated: Date of Delivery Due: August 15, as shown on the inside cover hereof The 2014 Series A Bonds (the “Series A Bonds”), the 2014 Series B Bonds (the “Series B Bonds”) and the 2014 Series C Bonds (the “Series C Bonds,” and together with the Series A Bonds and the Series B Bonds, the “Bonds”) will be issued as fully registered Bonds, and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), an automated depository for securities and clearinghouse for securities transactions. Purchases of beneficial interests in the Bonds will be made in book- entry form (without certificates) in the denomination of (i) in the case of the Series A Bonds, $1,000 or any integral multiple thereof, and (ii) in the case of the Series B Bonds and the Series C Bonds, $5,000 or any integral multiple thereof. So long as DTC, or its nominee, Cede & Co., is the registered owner of the Bonds, payments of the principal of, premium, if any, and interest on the Bonds will be made directly to Cede & Co., which will remit such payments to DTC participants, which in return will remit such payments to the beneficial owners of the Bonds. See “BOOK- ENTRY ONLY SYSTEM” herein. Interest on the Bonds will be payable semiannually on February 15 and August 15, commencing August 15, 2015. The Bonds will be subject to redemption prior to maturity as more fully described herein. The Bonds will be general obligations of the State of Vermont and the full faith and credit of the State are pledged to the payment of principal of and interest on the Bonds. See “THE BONDS – Security for the Bonds” herein. The Bonds are offered subject to the final approving opinion of Edwards Wildman Palmer LLP, Boston, Massachusetts, and to certain other conditions referred to herein and, with respect to the Series B Bonds and Series C Bonds, in the Official Notice of Sale. Certain legal matters will be passed upon for the Series A Underwriters by Nixon Peabody LLP, Boston, Massachusetts. Public Resources Advisory Group serves as Financial Advisor to the State. It is expected that the Bonds will be available for delivery in book-entry form through the facilities of DTC in New York, New York on or about December 9, 2014. Morgan Stanley BofA Merrill Lynch Citigroup J.P. Morgan November 18, 2014 (with respect to the Series A Bonds) November 19, 2014 (with respect to the Series B Bonds and Series C Bonds) _______________________________ † Only the Series A Bonds will be purchased by the Underwriters listed above, as described under “UNDERWRITING OF THE SERIES A BONDS” herein. ‡ The Series B Bonds and the Series C Bonds were sold on a competitive sale basis as described herein under “COMPETITIVE SALE OF SERIES B BONDS AND SERIES C BONDS.” $20,310,000 STATE OF VERMONT General Obligation Bonds 2014 Series A (VERMONT CITIZEN BONDS) Due Principal Interest CUSIP† Due Principal Interest CUSIP† August 15 Amount Rate Yield 924258 August 15 Amount Rate Yield 924258 2015 $355,000 0.14% 0.14% G67 2021 $2,245,000 3.00% 1.75% H90 2015 530,000 2.00 0.14 J56 2021 435,000 5.00 1.75 K39 2016 770,000 0.35 0.35 H41 2022 425,000 4.00 1.99 J23 2016 1,150,000 3.00 0.35 J64 2022 325,000 5.00 1.99 K47 2017 985,000 0.60 0.58 H58 2023 955,000 2.00 2.14 J31 2017 1,265,000 3.00 0.58 J72 2023 395,000 5.00 2.14 K54 2018 400,000 3.00 0.85 H66 2024 1,675,000 2.25 2.25 J49 2018 650,000 4.00 0.85 J80 2024 1,240,000 5.00 2.25 K62 2019 950,000 2.00 1.14 K70 2025 20,000 5.00 2.36C G75 2019 830,000 3.00 1.14 H74 2026 225,000 5.00 2.46C G83 2019 780,000 5.00 1.14 J98 2027 125,000 5.00 2.53C G91 2020 420,000 1.45 1.45 H82 2028 40,000 5.00 2.60C H25 2020 1,585,000 5.00 1.45 K21 2029 1,535,000 3.00 3.00 H33 $53,245,000 STATE OF VERMONT General Obligation Bonds 2014 Series B Due Principal Interest CUSIP† Due Principal Interest CUSIP† August 15 Amount Rate Yield 924258 August 15 Amount Rate Yield 924258 2015 $2,795,000 5.00% 0.17% K88 2025 $3,660,000 5.00% 2.35% C M29 2016 1,760,000 5.00 0.34 K96 2026 3,450,000 5.00 2.43C M37 2017 1,430,000 5.00 0.58 L20 2027 3,550,000 5.00 2.52C M45 2018 2,630,000 5.00 0.85 L38 2028 3,635,000 5.00 2.54C M52 2019 1,120,000 5.00 1.14 L46 2029 2,140,000 5.00 2.57C M60 2020 1,675,000 5.00 1.45 L53 2030 3,675,000 5.00 2.62C M78 2021 1,000,000 5.00 1.74 L61 2031 3,675,000 5.00 2.67C M86 2022 2,930,000 5.00 1.98 L79 2032 3,675,000 5.00 2.77C M94 2023 2,330,000 5.00 2.12 L87 2033 3,675,000 5.00 2.82C N28 2024 765,000 5.00 2.22 L95 2034 3,675,000 5.00 2.87C N36 $36,205,000 STATE OF VERMONT General Obligation Refunding Bonds 2014 Series C Due Principal Interest CUSIP† Due Principal Interest CUSIP† August 15 Amount Rate Yield 924258 August 15 Amount Rate Yield 924258 2015 $3,405,000 3.00% 0.12% N44 2023 $4,485,000 4.00% 2.20% N93 2016 3,170,000 5.00 0.35 N51 2024 4,465,000 4.00 2.30 P26 2017 1,755,000 5.00 0.58 N69 2025 4,450,000 4.00 2.40C P34 2018 3,900,000 5.00 0.85 N77 2026 4,405,000 3.00 2.50C P42 2019 4,065,000 5.00 1.15 N85 2027 2,105,000 3.00 2.61C P59 † Copyright 2014, American Bankers Association. C Priced at the stated yield to the August 15, 2024 redemption price of 100%. See “THE BONDS – Redemption Provisions” herein STATE OF VERMONT ELECTED OFFICERS Name PETER E. SHUMLIN, Governor PHILIP B. SCOTT, Lieutenant Governor ELIZABETH A. PEARCE, Treasurer JAMES C. CONDOS, Secretary of State DOUGLAS R. HOFFER, Auditor of Accounts WILLIAM H. SORRELL, Attorney General BOND COUNSEL FINANCIAL ADVISOR Edwards Wildman Palmer LLP Public Resources Advisory Group Boston, Massachusetts Media, Pennsylvania In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. The securities described in this Official Statement have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. No dealer, broker, salesperson, or other person has been authorized to give any information or to make any representations other than as contained in this Official Statement and, if given or made, such other information or representations must not be relied upon. 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 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 State of Vermont since the date hereof. This Official Statement contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements.” In this respect, the words “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe” and similar expressions are intended to identify forward-looking statements. A number of factors affecting the State’s financial results could cause actual results to differ materially from those stated in the forward-looking statements.
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