NEW ISSUE – FULL BOOK-ENTRY RATINGS: Moody's: "Aa1" Standard & Poor's: "AA+" Fitch: "AA+" (See "RATINGS" herein) In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the County, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In addition, in the opinion of Bond Counsel to the County, under existing statutes, interest on the Bonds is exempt from all taxation by the State or any county or other political subdivision thereof, except inheritance, transfer and estate taxes. See "TAX MATTERS" herein. $70,250,000 COUNTY OF MAUI GENERAL OBLIGATION BONDS SERIES 2012 Dated: Date of Delivery Due: June 1, as shown on inside cover The County of Maui General Obligation Bonds, Series 2012 (the "Bonds") are being issued by the County of Maui (the "County") only as fully registered bonds under a book-entry system, initially registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Bonds. Individual purchases of the Bonds will be made in the principal amount of $5,000 or any integral multiple thereof within a single maturity through brokers or dealers who are, or who act through, participants of DTC ("Participants"). Purchasers of beneficial interests in the Bonds will not receive certificates representing their interest in the Bonds. See APPENDIX D – "BOOK-ENTRY SYSTEM" in this Official Statement. Interest on the Bonds will be paid on June 1 and December 1 of each year, commencing June 1, 2013, until maturity, by The Bank of New York Mellon Trust Company, N.A., as registrar (the "Registrar") and paying agent (the "Paying Agent"), to DTC. DTC will disburse payments of interest on and principal of the Bonds to Participants for subsequent disbursement to Beneficial Owners of the Bonds. Disbursement of such payments to Beneficial Owners is the sole responsibility of Participants. See APPENDIX D – "BOOK-ENTRY SYSTEM" in this Official Statement. The Bonds are subject to redemption prior to maturity as herein described. See "THE BONDS" in this Official Statement. The Bonds are the absolute and unconditional general obligations of the County. The principal and interest payments on the Bonds, together with the principal of and interest payments on any other general obligation bonds of the County presently outstanding or issued after the date of issuance and delivery of the Bonds, are a first charge upon the General Fund of the County. The full faith and credit of the County are pledged to the punctual payment of the principal of and interest on the Bonds. For the payment of the principal and interest on the Bonds, the County under the Constitution and laws of the State of Hawaii has the power and is obligated to levy ad valorem taxes without limitation as to rate or amount on all real property subject to taxation by the County. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Security for the Bonds" and "FINANCIAL INFORMATION – General Fund" in this Official Statement. This cover page contains certain information for quick reference only. Investors must read the entire Official Statement to obtain information essential to making an informed decision. The Bonds are offered when, as and if issued by the County and accepted by the initial purchaser, subject to the approval of legality by Hawkins Delafield & Wood LLP, San Francisco, California, Bond Counsel, and certain other conditions. Hawkins Delafield & Wood LLP, San Francisco, California, also served as Disclosure Counsel to the County. Certain legal matters will be passed upon for the County by its Corporation Counsel. It is expected that the Bonds will be available for delivery to DTC in New York, New York, on or about November 14, 2012. Dated: November 1, 2012 $70,250,000 COUNTY OF MAUI GENERAL OBLIGATION BONDS SERIES 2012 MATURITY SCHEDULE Due Principal Interest CUSIP1 June 1 Amount Rate Yield (Base: 577285) 2013 $ 1,705,000 2.000% 0.202% 2L2 2014 3,160,000 3.000 0.350 2M0 2015 3,250,000 4.000 0.550 2N8 2016 4,245,000 4.000 0.670 2P3 2017 4,410,000 5.000 0.800 2Q1 2018 4,625,000 5.000 0.960 2R9 2019 4,865,000 5.000 1.200 2S7 2020 5,105,000 5.000 1.420 2T5 2021 4,100,000 5.000 1.660 2U2 2022 4,305,000 5.000 1.820 2V0 2023 4,520,000 4.000 2.100 2W8 2024 3,570,000 2.125 2.220 2X6 2025 3,645,000 3.000 2.360(c) 2Y4 2026 2,445,000 3.000 2.480(c) 2Z1 2027 2,520,000 3.000 2.590(c) 3A5 2028 2,595,000 3.000 2.700(c) 3B3 2029 2,675,000 3.000 2.760(c) 3C1 2030 2,755,000 3.000 2.820(c) 3D9 2031 2,835,000 3.000 2.880(c) 3E7 2032 2,920,000 3.000 2.940(c) 3F4 No dealer, salesman or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Bonds, and, if given or made, such information or representations must not be relied upon. The information contained herein is subject to change without notice and neither the delivery of this Official Statement nor any sale hereunder at any time implies that the information contained herein is correct as of any time subsequent to its date. This Official Statement, which includes the cover page and appendices, does not constitute an offer to sell the Bonds in any state to any person to whom it is unlawful to make such offer in such state. The County maintains a website at www.co.maui.hi.us/. The information presented on such website is not incorporated by reference as part of this Official Statement and should not be relied upon in making investment decisions with respect to the Bonds. Various other websites referred to in this Official Statement also are not incorporated herein by such references. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. IN CONNECTION WITH THIS OFFERING THE PURCHASER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 1 CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Capital IQ. CUSIP numbers are provided for convenience of reference only. Neither the County nor the initial purchaser take any responsibility for the accuracy of such numbers. (c) Yield to the call date of June 1, 2023. COUNTY OF MAUI 200 South High Street Wailuku, Maui, Hawaii 96793 (808) 270-7844 MAYOR Alan M. Arakawa COUNTY COUNCIL Dennis "Danny" A. Mateo Chair Joseph Pontanilla Vice Chair Gladys Coelho Baisa G. Riki Hokama Robert Carrol Michael P. Victorino Elle Cochran Mike White Donald G. Couch, Jr. OFFICERS Keith Regan Danilo "Danny" F. Agsalog Sananda "Sandy" Baz Managing Director Director of Finance Budget Director Patrick Wong, Esq. Jeffrey T. Kuwada Angelita De La Pena Corporation Counsel County Clerk County Treasurer Edward Kushi, Esq. John "Jack" C. Kulp First Deputy Corporation Investment Officer Counsel BOND COUNSEL AND DISCLOSURE COUNSEL Hawkins Delafield & Wood LLP San Francisco, California FINANCIAL ADVISOR C.M. de Crinis & Co. Inc. Glendale, California VERIFICATION AGENT Causey, Demgen & Moore, Inc. Denver, Colorado REGISTRAR AND PAYING AGENT The Bank of New York Mellon Trust Company, N.A. Los Angeles, California TABLE OF CONTENTS Page INTRODUCTION ........................................................................................................................................ 1 PLAN OF FINANCE .................................................................................................................................... 1 Capital Improvement Projects ................................................................................................................... 1 Refunding Plan .......................................................................................................................................... 2 SOURCES AND USES OF FUNDS ............................................................................................................ 3 THE BONDS ................................................................................................................................................ 4 General Terms ........................................................................................................................................... 4 Authorization ............................................................................................................................................ 4 Transfer and Exchange ............................................................................................................................. 4 Redemption ..............................................................................................................................................