DATED JUNE 2, 2016NEW ISSUE RATINGElectronic Bidding via Parity® Moody’s: " "Bank Interest Deduction EligibleBOOK-ENTRY-ONLY SYSTEM

In the opinion of Bond Counsel, under existing law (i) interest on the Bonds will be excludable from gross income of the holders thereof for purposes of federal taxation and (ii) intereston the Bonds will not be a specific item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, all subject to the qualifications described hereinunder the heading "Tax Exemption." The Bonds and interest thereon are exempt from income taxation and ad valorem taxation by the Commonwealth of Kentucky and political subdivisions thereof(see "Tax Exemption" herein).

$2,810,000*RACELAND-WORTHINGTON INDEPENDENT SCHOOL DISTRICT

FINANCE CORPORATION SCHOOL BUILDING REVENUE BONDS,SERIES OF 2016

Dated: June 1, 2016 Due: as shown below

Interest on the Bonds is payable each February 1 and August 1, beginning February 1, 2017. The Bonds will mature asto principal on August 1, 2017, and each August 1 thereafter as shown below. The Bonds are being issued in Book-Entry-OnlyForm and will be available for purchase in principal amounts of $5,000 and integral multiples thereof.

Maturing Interest Reoffering Maturing Interest ReofferingAugust 1 Amount Rate Yield CUSIP August 1 Amount Rate Yield CUSIP

2017 $30,000 % % 2027 $135,000 % %2018 $70,000 % % 2028 $135,000 % %2019 $70,000 % % 2029 $145,000 % %2020 $65,000 % % 2030 $170,000 % %2021 $75,000 % % 2031 $220,000 % %2022 $70,000 % % 2032 $225,000 % %2023 $80,000 % % 2033 $235,000 % %2024 $80,000 % % 2034 $245,000 % %2025 $130,000 % % 2035 $250,000 % %2026 $130,000 % % 2036 $250,000 % %

The Bonds are subject to redemption prior to their stated maturity as described herein.

Notwithstanding the foregoing, the Corporation reserves the right, upon thirty (30) days notice, to call the Bonds in wholeor in part for redemption on any date at par upon the total destruction by fire, lightning, windstorm or other hazard of any of thebuilding(s) constituting the Project(s) and apply casualty insurance proceeds to such purpose.

The Bonds constitute a limited indebtedness of the Raceland-Worthington Independent School District Finance Corporationand are payable from and secured by a pledge of the gross income and revenues derived by leasing the Project on an annualrenewable basis to the Raceland-Worthington Independent Board of Education.

The Raceland-Worthington Independent (Kentucky) School District Finance Corporation will until June 8, 2016, at 11:00A.M., E.D.S.T., receive competitive bids for the Bonds at the office of the Executive Director of the Kentucky School FacilitiesConstruction Commission, 229 West Main Street, Suite 102, Frankfort, Kentucky 40601.

*As set forth in the "Official Terms and Conditions of Bond Sale," the principal amount of Bonds sold to thesuccessful bidder is subject to a Permitted Adjustment by increasing or decreasing the amount not to exceed $560,000.

PURCHASER'S OPTION: The Purchaser of the Bonds, within 24 hours of the sale, may specify to the Financial Advisorthat any Bonds may be combined immediately succeeding sequential maturities into a Term Bond(s), bearing a single rate of interest,with the maturities set forth above (or as may be adjusted as provided herein) being subject to mandatory redemption in suchmaturities for such Term Bond(s).

The Bonds will be delivered utilizing the BOOK-ENTRY-ONLY-SYSTEM administered by The Depository TrustCompany.

The Corporation deems this preliminary Official Statement to be final for purposes of the Securities and ExchangeCommission Rule 15c2-12(b)(1), except for certain information on the cover page hereof which has been omitted in accordancewith such Rule and which will be supplied with the final Official Statement.

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PRELIMINARY OFFICIAL STATEMENT

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RACELAND-WORTHINGTON INDEPENDENTBOARD OF EDUCATION

Stephen Burkhardt, ChairmanDon Rambo, Member

Sandy Loperfido, MemberMichael Boyles, Member

Jerry Epling, Member

Larry Coldiron, Superintendent/Secretary

RACELAND-WORTHINGTON INDEPENDENT SCHOOL DISTRICTFINANCE CORPORATION

Stephen Burkhardt, PresidentDon Rambo, Member

Sandy Loperfido, MemberMichael Boyles, Member

Jerry Epling, Member

Larry Coldiron, SecretaryDustin Stephenson, Treasurer

BOND COUNSEL

Steptoe & Johnson PLLCLouisville, Kentucky

FINANCIAL ADVISOR

Ross, Sinclaire & Associates, LLCLexington, Kentucky

PAYING AGENT AND REGISTRAR

First & Peoples Bank and Trust Co.Russell, Kentucky

BOOK-ENTRY-ONLY-SYSTEM

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REGARDING USE OF THIS OFFICIAL STATEMENT

This Official Statement does not constitute an offering of any security other than the original offering ofthe Raceland-Worthington Independent School District Finance Corporation School Building Revenue Bonds, Seriesof 2016, identified on the cover page hereof. No person has been authorized by the Corporation or the Board to giveany information or to make any representation other than that contained in the Official Statement, and if given ormade such other information or representation must not be relied upon as having been given or authorized. ThisOfficial Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be anysale of the Bonds by any person in any jurisdiction in which it is unlawful to make such offer, solicitation or sale.

The information and expressions of opinion herein are subject to change without notice, and neither thedelivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create anyimplication that there has been no change in the affairs of the Corporation or the Board since the date hereof.

Neither the Securities and Exchange Commission nor any other federal, state or other governmental entityor agency, except the Corporation will pass upon the accuracy or adequacy of this Official Statement or approve theBonds for sale.

The Official Statement includes the front cover page immediately preceding this page and all Appendiceshereto.

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TABLE OF CONTENTS Page

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Book-Entry-Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1The Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Kentucky School Facilities Construction Commission . . . . . . . . . . . . . . . . . . . . 3Biennial Budget For Period Ending June 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . 4Outstanding Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4The Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Registration, Payment and Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5The Lease; Pledge of Rental Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

State Intercept . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Commission's Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6The Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Additional Parity Bonds for Completion of Project . . . . . . . . . . . . . . . . . . . . . . . 6Estimated Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Estimated Use of Bond Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7District Student Population . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8State Support of Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Support Education Excellence in Kentucky (SEEK) . . . . . . . . . . . . . . . . . . . 8Capital Outlay Allotment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Facilities Support Program of Kentucky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Local Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Homestead Exemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Limitation on Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Local Thirty Cents Minimum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Additional 15% Not Subject to Recall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Assessment Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Special Voted and Other Local Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Local Tax Rates, Property Assessments, and Revenue Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Overlapping Bond Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11SEEK Allotment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12State Budgeting Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Potential Legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Continuing Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Tax Exemption; Bank Qualified . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Original Issue Premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Original Issue Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Absence of Material Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Approval of Legality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15No Legal Opinion Expressed as to Certain Matters . . . . . . . . . . . . . . . . . . . . . . 15Bond Rating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Approval of Official Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Demographic and Economic Data . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX AFinancial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX BContinuing Disclosure Agreement . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX COfficial Terms & Conditions of Bond Sale . . . . . . . . . . . . . . . . . . APPENDIX DOfficial Bid Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX E

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OFFICIAL STATEMENTRelating to the Issuance of

$2,810,000*

RACELAND-WORTHINGTON INDEPENDENT SCHOOL DISTRICTFINANCE CORPORATION

SCHOOL BUILDING REVENUE BONDS,SERIES OF 2016

* Subject to Permitted Adjustment

INTRODUCTION

The purpose of this Official Statement, which includes the cover page and Appendices hereto, is to setforth certain information pertaining to the Raceland-Worthington Independent School District Finance Corporation(the "Corporation") School Building Revenue Bonds, Series of 2016 (the "Bonds").

The Bonds are being issued to finance improvements at Raceland High School (the "Project").

The Bonds are revenue bonds and constitute a limited indebtedness of the Corporation. The Bonds willbe secured by a pledge of the rental income derived by the Corporation from leasing the Project to the Raceland-Worthington Independent Board of Education (the "Board") on a year to year basis (see "Security" herein).

All financial and other information presented in this Official Statement has been provided by theRaceland-Worthington Independent Board of Education from its records, except for information expresslyattributed to other sources. The presentation of financial and other information is not intended, unless specificallystated, to indicate future or continuing trends in the financial position or other affairs of the Board. Norepresentation is made that past experience, as is shown by financial and other information, will necessarilycontinue or be repeated in the future.

This Official Statement should be considered in its entirety, and no one subject discussed should beconsidered more or less important than any other by reason of its location in the text. Reference should be madeto laws, reports or other documents referred to in this Official Statement for more complete information regardingtheir contents.

Copies of the Bond Resolution authorizing the issuance of the Bonds, the Participation Agreement andthe Lease Agreement dated June 1, 2016, may be obtained at the office of Steptoe & Johnson PLLC, BondCounsel, 700 N. Hurstbourne Parkway, Ste. 115, Louisville, Kentucky 40222.

BOOK-ENTRY-ONLY-SYSTEM

The Bonds shall utilize the Book-Entry-Only System administered by The Depository Trust Company(“DTC”).

The following information about the Book-Entry only system applicable to the Bonds has been suppliedby DTC. Neither the Corporation nor the Paying Agent and Registrar makes any representations, warranties orguarantees with respect to its accuracy or completeness.

DTC will act as securities depository for the Bonds. The Securities will be issued as fully-registeredsecurities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may berequested by an authorized representative of DTC.

DTC, the world's largest depository, is a limited-purpose trust company organized under the New YorkBanking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the

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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 of1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues,corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participantsof sales and other securities transactions in deposited securities, through electronic computerized book-entrytransfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement ofsecurities 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 TheDepository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participantsof DTC and Members of the National Securities Clearing Corporation, Government Securities ClearingCorporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC,and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American StockExchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also availableto others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearingcorporations that clear through or maintain a custodial relationship with a Direct Participant, either directly orindirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to itsParticipants are on file with the Securities and Exchange Commission. More information about DTC can be foundat www.dtcc.com.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which willreceive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Ownerswill not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected toreceive 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. Transfersof ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and IndirectParticipants acting on behalf of Beneficial Owners.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered inthe name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorizedrepresentative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or suchother DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actualBeneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whoseaccounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and IndirectParticipants 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 Participantsto Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governedby arrangements among them, subject to any statutory or regulatory requirements as may be in effect from timeto time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of noticesof significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendmentsto the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holdingthe 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 Paying Agent and Registrar and requestthat copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds are being redeemed, DTC's practiceis 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 the Bondsunless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTCmails an Omnibus Proxy to the Corporation as soon as possible after the record date. The Omnibus Proxy assignsCede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on therecord date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and interest payments on the Bonds will be made to Cede & Co., orsuch other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit DirectParticipants' accounts upon DTC's receipt of funds and corresponding detail information from the Corporation orthe Paying Agent and Registrar, on payable date in accordance with their respective holdings shown on DTC'srecords. Payments by Participants to Beneficial Owners will be governed by standing instructions and customarypractices, as is the case with Bonds 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 or its nominee, the Paying Agent and Registraror the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time.

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Payment of redemption proceeds, distributions, and interest payments to Cede & Co. (or such other nominee asmay be requested by an authorized representative of DTC) is the responsibility of the Corporation or the PayingAgent and Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, anddisbursement of such payments to the Beneficial Owners will be the responsibility of Direct and IndirectParticipants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by givingreasonable notice the Corporation or the Paying Agent and Registrar. Under such circumstances, in the event thata successor depository is not obtained, Bond certificates are required to be printed and delivered. The Corporationmay decide to discontinue use of the system of book-entry transfers through DTC (or a successor securitiesdepository). In that event, Bond certificates will be printed and delivered.

The information in this section concerning DTC and DTC's Book-Entry system has been obtained fromsources that the Corporation believes to be reliable but the Corporation takes no responsibility for the accuracythereof.

THE CORPORATION

The Corporation has been formed in accordance with the provisions of Sections 162.120 through 162.290and Section 162.385 of the Kentucky Revised Statutes ("KRS"), and KRS Chapter 273 and KRS 58.180, as anon-profit, non-stock corporation for the purpose of financing necessary school building facilities for and on behalfof the Board. Under the provisions of existing Kentucky law, the Corporation is permitted to act as an agency andinstrumentality of the Board for financing purposes and the legality of the financing plan to be implemented bythe Board herein referred to has been upheld by the Kentucky Court of Appeals (Supreme Court) in the case ofWhite v. City of Middlesboro, Ky. 414 S.W.2d 569.

Any bonds, notes or other indebtedness issued or contracted by the Corporation shall, prior to the issuanceor incurrence thereon, be specifically approved by the Board. The members of the Board of Directors of theCorporation are the members of the Board. Their terms expire when they cease to hold the office and anysuccessor members of the Board are automatically members of the Corporation upon assuming their public offices.

KENTUCKY SCHOOL FACILITIES CONSTRUCTION COMMISSION

The Commission is an independent corporate agency and instrumentality of the Commonwealth ofKentucky established pursuant to the provisions of Sections 157.611 through 157.640 of the Kentucky RevisedStatutes, as repealed, amended, and reenacted (the "Act") for the purpose of assisting local school districts inmeeting the school construction needs of the Commonwealth in a manner which will ensure an equitabledistribution of funds based upon unmet need.

Pursuant to the provisions of the Act, the Regulations of the Kentucky Board of Education and theCommission, the Commission has determined that the Board is eligible for participation from the Commission inmeeting the costs of construction of the Projects and has entered into a Participation Agreement with the Boardwhereunder the Commission agrees to pay an annual Agreed Participation equal to approximately $49,839 to beapplied to the annual debt service requirements for the Bonds herein identified each year until their retirement;provided, however, that the contractual commitment of the Commission to pay the annual Agreed Participationis limited to the biennial budget period of the Commonwealth, with the first such biennial period terminating onJune 30, 2016; the right is reserved in the Commission to terminate its commitment to pay the Agreed Participationafter the initial biennial period and every two years thereafter. The obligation of the Commission to makepayments of the Agreed Participation shall be automatically renewed each two years for a period of two yearsunless the Commission shall give notice of its intention not to participate not less than sixty days prior to the endof the biennium; however, by the execution of the Participation Agreement, the Commission has expressed itspresent intention to continue to pay the Agreed Participation in each successive biennial budget period until theretirement of all of the Bonds, but such execution does not obligate the Commission to do so.

The Extraordinary Session of the General Assembly of the Commonwealth adopted the State's Budgetfor the biennium ending June 30, 2016. Inter alia, the Budget provides $99,334,000 in FY 2014-15 and$108,270,000 in FY 2015-16 to pay debt service on existing and future bond issues; $100,000,000 of theCommission's previous Offers of Assistance made during the last biennium; and authorizes $100,000,000 inadditional Offers of Assistance for the current biennium to be funded in the Budget for the biennium ending June30, 2018.

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The 1986, 1988, 1990, 1992, 1994, 1996, 1998, 2000, 2003, 2005, 2006, 2008, 2010, 2012 and 2014Regular Sessions of the Kentucky General Assembly appropriated funds to be used for debt service of participatingschool districts. The appropriations for each biennium are shown in the following table:

Biennium Appropriation1986-88 $18,223,2001988-90 14,050,7001990-92 13,542,8001992-94 3,075,3001994-96 2,800,0001996-98 4,996,0001998-00 12,141,5002000-02 8,100,0002002-04 9,500,0002004-06 14,000,0002006-08 9,000,0002008-10 10,968,0002010-12 12,656,2002012-14 8,469,2002014-16 8,764,000

Total $150,286,900

In addition to the appropriations for new financings as shown, appropriations subsequent to that for 1986included additional funds to continue to meet the annual debt requirements for all bond issues involvingCommission participation issued in prior years.

BIENNIAL BUDGET FOR PERIOD ENDING JUNE 30, 2018

The Kentucky General Assembly, during its Regular Session, adopted a budget for the biennium endingJune 30, 2018 which was approved and signed by the Governor. Such budget is effective beginning July 1, 2016.

OUTSTANDING BONDS

The following table shows the outstanding Bonds of the Board by the original principal amount of eachissue, the current principal outstanding, the amount of the original principal scheduled to be paid with thecorresponding interest thereon by the Board or the School Facilities Construction Commission, the approximateinterest range; and, the final maturity date of the Bonds:

Current Principal Principal InterestBond Original Principal Assigned to Assigned to Rate FinalSeries Principal Outstanding Board Commission Range Maturity

2009K-REF $242,886 $75,703 $0 $242,886 3.000% - 3.250% 20182010 $2,495,000 $2,005,000 $1,820,961 $674,039 2.750% - 4.000% 2030

2010B $1,575,000 $1,450,000 $1,132,932 $442,068 3.000% - 4.000% 20302012-REF $2,280,000 $1,785,000 $1,127,104 $1,152,896 1.050% - 2.250% 20232015-REF $1,375,000 $1,240,000 $981,331 $393,669 1.000% - 2.250% 2025

TOTALS: $7,967,886 $6,555,703 $5,062,328 $2,905,558

AUTHORITY

The Board of Directors of the Corporation has adopted a Bond Resolution which authorized among otherthings:

i) the issuance of approximately $2,810,000 of Bonds subject to a permitted adjustment of$560,000;

ii) the advertisement for the public sale of the Bonds;

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iii) the Official Terms and Conditions for the sale of the Bonds to the successful bidder; and,

iv) the President and Secretary of the Corporation to execute certain documents relative to the saleand delivery of the Bonds.

THE BONDS

General

The Bonds will be dated June 1, 2016, will bear interest from that date as described herein, payablesemi-annually on February 1 and August 1 of each year, commencing February 1, 2017 and will mature as toprincipal on August 1, 2017 and each August 1 thereafter in the years and in the principal amounts as set forth onthe cover page of this Official Statement.

Registration, Payment and Transfer

The Bonds are to be issued in fully-registered form (both principal and interest). First & Peoples Bank& Trust Co., Russell, Kentucky, the Bond Registrar and Paying Agent, shall remit interest on each semiannual duedate to Cede & Co., as the nominee of The Depository Trust Company. Please see Book-Entry-Only-System.Interest on the Bonds will be paid at rates to be established upon the basis of competitive bidding as hereinafterset forth, such interest to be payable on February 1 and August 1 of each year, beginning February 1, 2017 (RecordDate is 15th day of month preceding interest due date).

Redemption

The Bonds maturing on or after August 1, 2027 are subject to redemption at the option of the Corporationprior to their stated maturity on any date falling on or after August 1, 2026, in any order of maturities (less thanall of a single maturity to be selected by lot),in whole or in part, upon notice of such prior redemption being givenby the Paying Agent in accordance with DTC requirements not less than thirty (30) days prior to the date ofredemption, upon terms of the face amount, plus accrued interest, but without redemption premium.

RedemptionRedemption Date Price

August 1, 2026 and thereafter 100%

Notwithstanding the foregoing, the Corporation reserves the right, upon thirty (30) days notice, to call theBonds in whole or in part for redemption on any day at par upon the total destruction by fire, lightning, windstormor other hazard of any of the building(s) constituting the Project(s) and apply casualty insurance proceeds to suchpurpose.

SECURITY

General

The Bonds are revenue bonds and constitute a limited indebtedness of the Corporation. The Bonds arepayable as to both principal and interest solely from the income and revenues derived from the leasing of theProject financed from the Bond proceeds from the Corporation to the Board. The Bonds are secured by pledgesof revenues on and from the sites of the Project.

The Lease; Pledge of Rental Revenues

The Board has leased the school Projects securing the Bonds for an initial period from June 1, 2016through June 30, 2016 with the option in the Board to renew said Lease from year to year for one year at a time,at annual rentals, sufficient in each year to enable the Corporation to pay, solely from the rental due under theLease, the principal and interest on all of the Bonds as same become due. The Lease provides further that so longas the Board exercises its annual renewal options, its rentals will be payable according to the terms and provisions

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of the Lease until August 1, 2036, the final maturity date of the Bonds. Under the lease, the Corporation haspledged the rental revenue to the payment of the Bonds.

STATE INTERCEPT

Under the terms of the Lease and any renewal thereof, so long as the Bonds remain outstanding and inconformance with the intent and purpose of KRS 157.627(5) and KRS 160.160(5), in the event of a failure by theBoard to pay the rentals due under the Lease, and unless sufficient funds have been transmitted to the PayingAgent, or will be so transmitted, for paying said rentals when due, the Board has granted under the terms of theLease and Participation Agreement to the Corporation and the Commission the right to notify and request theKentucky Department of Education to withhold from the Board a sufficient portion of any undisbursed funds thenheld, set aside, or allocated to the Board and to request said Department or Commissioner of Education to transferthe required amount thereof to the Paying Agent for the payment of such rentals.

COMMISSION'S PARTICIPATION

The Commission has determined that the Board is eligible for an average annual participation equal toapproximately $49,839 from the Commission's appropriation by the Kentucky General Assembly which will beused to meet a portion of the debt service of the Bonds. The plan for financing the Project will require theCommission to pay approximately twenty-three percent (23%) of the debt service of the Bonds.

The Participation Agreement to be entered into with the Board will be limited to the biennial budgetperiod of the Commonwealth of Kentucky, with the first such biennial period terminating on June 30, 2016. Theright is reserved in the Commission to terminate the commitment to pay the agreed participation every two yearsthereafter. The obligation of the Commission to make payments of the agreed participation shall be automaticallyrenewed each two years thereafter unless the Commission gives notice to the Board of its intention not toparticipate not less than sixty days prior to the end of the biennium. However, the Commission has expressed itsintention to continue to pay the agreed participation in successive biennial budget periods until the Bonds areretired, but the Commission is not required to do so.

THE PROJECT

After payment of the Bond issuance costs, the Board plans to deposit the net Bond proceeds to financeimprovements at Raceland High School (the "Project").

The Board has reported construction bids have been let for the Projects and approval of the KentuckyDepartment of Education, Buildings and Grounds, to award the construction contract is expected prior to the saleand delivery of the Bonds.

Contractors for the Projects are required to furnish to the Board a one hundred percent completion bondto assure their performance of the construction contract.

ADDITIONAL PARITY BONDS FOR COMPLETION OF PROJECT

The Corporation has reserved the right and privilege of issuing additional bonds from time to time payablefrom the income and revenues of said lands and school building Project and secured by the same pledges ofrevenues, but only if and to the extent the issuance of such additional parity bonds may be necessary to pay thecosts, for which funds are not otherwise available, of completing the construction of said school building Projectsin accordance with the plans and specifications of the architect in charge of said Project, which plans have beencompleted, approved by the Board, Commissioner of Education, and filed in the office of the Secretary of theCorporation.

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ESTIMATED BOND DEBT SERVICE

The following table shows by fiscal year the current bond payments of the Board. The plan of financingprovides for the Board to pay approximately 77% of the debt service of the Bonds.

Fiscal Current ----- Series 2016 School Builidng Revenue Bonds ------ TotalYear Local Local

Ending Bond SFCC Local BondJune 30 Payments Principal Interest Total Portion Portion Payments

2016 $401,194 $401,194 2017 $402,614 $48,752 $48,752 $12,188 $36,564 $439,178 2018 $397,307 $30,000 $83,425 $113,425 $28,356 $85,069 $482,376 2019 $398,213 $70,000 $82,838 $152,838 $38,209 $114,628 $512,841 2020 $400,083 $70,000 $81,875 $151,875 $37,969 $113,906 $513,989 2021 $403,957 $65,000 $80,700 $145,700 $36,425 $109,275 $513,232 2022 $396,680 $75,000 $79,300 $154,300 $38,575 $115,725 $512,405 2023 $402,821 $70,000 $77,675 $147,675 $36,919 $110,756 $513,577 2024 $396,628 $80,000 $75,800 $155,800 $38,950 $116,850 $513,478 2025 $399,378 $80,000 $73,800 $153,800 $38,450 $115,350 $514,728 2026 $352,648 $130,000 $71,175 $201,175 $50,294 $150,881 $503,530 2027 $354,291 $130,000 $67,763 $197,763 $49,441 $148,322 $502,613 2028 $354,754 $135,000 $64,119 $199,119 $49,780 $149,339 $504,093 2029 $354,454 $135,000 $60,238 $195,238 $48,809 $146,428 $500,882 2030 $352,495 $145,000 $56,038 $201,038 $50,259 $150,778 $503,273 2031 $178,489 $170,000 $51,313 $221,313 $55,328 $165,984 $344,473 2032 $220,000 $45,188 $265,188 $66,297 $198,891 $198,891 2033 $225,000 $37,956 $262,956 $65,739 $197,217 $197,217 2034 $235,000 $30,188 $265,188 $66,297 $198,891 $198,891 2035 $245,000 $21,788 $266,788 $66,697 $200,091 $200,091 2036 $250,000 $13,125 $263,125 $65,781 $197,344 $197,344 2037 $250,000 $4,375 $254,375 $63,594 $190,781 $190,781

TOTALS: $5,946,004 $2,810,000 $1,207,427 $4,017,427 $940,763 $3,013,070 $8,959,075

Note: Projections are based on an average interest rate of 3.197%; numbers are rounded to the nearest $1.00.

ESTIMATED USE OF BOND PROCEEDS

The table below shows the estimated sources of funds and uses of proceeds of the Bonds, other than any

portions thereof representing accrued interest:

Sources:

Par Amount of Bonds $2,810,000.00

Total Sources $2,810,000.00

Uses:

Deposit to Construction Fund $2,718,900.00

Underwriter's Discount (2%) 56,200.00

Cost of Issuance 34,990.00

Total Uses $2,810,000.00

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DISTRICT STUDENT POPULATION

Selected school census and average daily attendance for the Raceland-Worthington Independent School

District is as follows:

Average Daily Average DailyYear Attendance Year Attendance

1989-90 839.9 2002-03 875.81990-91 828.6 2003-04 911.01991-92 876.5 2004-05 887.41992-93 899.3 2005-06 912.91993-94 888.6 2006-07 937.81994-95 876.5 2007-08 942.11995-96 857.6 2008-09 941.61996-97 865.8 2009-10 952.31997-98 895.8 2010-11 967.51998-99 895.8 2011-12 959.51999-00 887.3 2012-13 956.42000-01 900.6 2013-14 979.42001-02 886.2 2014-15 973.1

Source: Kentucky State Department of Education.

STATE SUPPORT

Support Education Excellence in Kentucky (SEEK). In determining the cost of the program to SupportEducation Excellence in Kentucky (SEEK), the statewide guaranteed base funding level is computed by dividingthe amount appropriated by the prior year's statewide average daily attendance. The SEEK fund is a guaranteedamount of money per pupil in each school district of Kentucky. The current SEEK allotment is $3,866 per pupil.The $100 capital outlay allotment per each average daily attendance is included within the guaranteed amounts.Each district's base funding from the SEEK program is adjusted for the number of at-risk students, the number andtypes of exceptional children in the district, and cost of transporting students from and to school in the district.

Capital Outlay Allotment. The per pupil capital outlay allotment for each district from the public schoolfund and from local sources shall be kept in a separate account and may be used by the district only for capitaloutlay projects approved by the State Department of Education. These funds shall be used for the following capitaloutlay purposes:

a. For direct payment of construction costs.b. For debt service on voted and funding bonds.c. For payment or lease-rental agreements under which the board will eventually acquire ownership

of the school plant.d. For retirement of any deficit resulting from over-expenditure for capital construction, if such

deficit resulted from certain declared emergencies.e. As a reserve fund for the above named purposes, to be carried forward in ensuing budgets.

The allotment for each school board of education in the Commonwealth for fiscal year 1978-79 was$1,800 per classroom unit. The 1979 Session of the Kentucky General Assembly approved increases in thisallotment in 1979-80 to $1,900 per classroom unit. This rate remained unchanged in 1980-81. The 1981 Sessionof the Kentucky General Assembly decreased the allotment per classroom to $1,800 and this allotment rate didnot change from the 1981-82 rate, until the 1990-91 school year. Beginning with 1990-91, the Capital Outlayallotment for each district is based on $100 per average daily attendance.

The following table shows the computation of the capital outlay allotment for the Raceland-WorthingtonIndependent School District for certain preceding school years. Beginning 1990-91, the allotment is based onaverage daily attendance as required by law.

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Capital CapitalOutlay Outlay

Year Allotment Year Allotment

1990-91 82,860.0 2003-04 91,100.01991-92 87,650.0 2004-05 88,740.01992-93 89,930.0 2005-06 91,290.01993-94 88,860.0 2006-07 93,780.01994-95 87,650.0 2007-08 94,210.01995-96 85,760.0 2008-09 94,161.01996-97 86,580.0 2009-10 95,229.91997-98 89,580.0 2010-11 96,747.81998-99 89,580.0 2011-12 95,950.21999-00 88,730.0 2012-13 95,638.12000-01 90,060.0 2013-14 97,942.72001-02 88,620.0 2014-15 97,312.42002-03 87,580.0

If the school district has no capital outlay needs, upon approval from the State, the funds can be used forschool plant maintenance, repair, insurance on buildings, replacement of equipment, purchase of school buses andpurchase of modern technological equipment for educational purposes. If any district has a special levy for capitaloutlay or debt service that is equal to the capital outlay allotment or a proportionate fraction thereof, and spendsthe proceeds of the levy for eligible purposes, the State may authorize the district to use all or a proportionatefraction of its capital outlay allotment for current expenses (school districts which use capital outlay allotmentsto meet current expenses are not eligible to participate in the School Facilities Construction Commission funds).

Facilities Support Program of Kentucky. School districts may be eligible to participate in the FacilitiesSupport Program of Kentucky (FSPK), subject to the following requirements:

1) The district must have unmet needs as set forth and approved by the State Department ofEducation in a School Facilities Plan;

2) The district must commit to establish an equivalent tax rate of at least 5 cents, in addition to the30 cents minimum current equivalent tax rate; and,

3) The new revenues generated by the 5 cent addition, must be placed in a restricted account forschool building construction bonding.

LOCAL SUPPORT

Homestead Exemption. Section 170 of the Kentucky Constitution was amended at the General Electionheld November 2, 1971, to exempt from property taxes $6,500 of value of single unit residential property oftaxpayers 65 years of age or older. The 1972 General Assembly amended KRS Chapter 132 to permit countiesand school districts to adjust their local tax revenues lost through the application of this Homestead Exemption.The "Single Unit" qualification has been enlarged to subsequent sessions of the General Assembly to provide thatsuch exemption shall apply to such property maintained as the permanent resident of the owner and the dollaramount has been construed to mean $6,500 in terms of the purchasing power of the dollar in 1972. Every two yearsthereafter, if the cost of living index of the U.S. Department of Labor has changed as much as 1%, the maximumexemption shall be adjusted accordingly. Under the cost of living formula, the maximum was increased to $36,900effective January 1, 2015.

Limitation on Taxation. The 1979 Special Session of the Kentucky General Assembly enacted HouseBill 44 which provides that no school district may levy a general tax rate, voted general tax rate, or voted buildingtax rate which would generate revenues that exceeds the previous years revenues by four percent (4%).

The 1990 Regular Session of the Kentucky General Assembly in enacting the "School Reform" legislativepackage amended the provisions of KRS 160.470 which prohibited school districts from levying ad valoremproperty taxes which would generate revenues in excess of 4% of the previous year's revenues without said levy

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subject to recall to permit exceptions to the referendum under (1) KRS 160.470(12) [a new section of the statute]and (2) an amended KRS 157.440.

Under KRS 160.470(12)(a) for fiscal years beginning July 1, 1990 school districts are required to levya "minimum equivalent tax rate" of thirty cents ($.30) for general school purposes. The equivalent tax rate isdefined as the rate which results when the income collected during the prior year from all taxes (includingoccupational or utilities) levied by the district for school purposes divided by the total assessed value of propertyplus the assessment for motor vehicles certified by the State Revenue Cabinet. Failure to levy the minimumequivalent rate subjects the board of the district to removal.

The exception provided by KRS 157.440(1)(a) permits school districts to levy an equivalent tax rate asdefined in KRS 160.470(12)(a) which will produce up to 15% of those revenues guaranteed by the program tosupport education excellence in Kentucky. Levies permitted by this section of the statute are not subject to publichearing or recall provisions as set forth in KRS 160.470.

Local Thirty Cents Minimum. Effective for school years beginning after June 30, 1990, the board ofeducation of each school district shall levy a minimum equivalent tax rate of thirty cents ($0.30) for general schoolpurposes. If a board fails to comply, its members shall be subject to removal from office for willful neglect of duty.

Additional 15% Not Subject to Recall. Effective with the school year beginning July 1, 1990, each schooldistrict may levy an equivalent tax rate which will produce up to 15% of those revenues guaranteed by the SEEKprogram. Effective with the 1990-91 school year, the State will equalize the revenue generated by this levy at onehundred fifty percent (150%) of the statewide average per pupil equalized assessment. For 1993-94 and thereafter,this level is set at $225,000. The additional 15% rate levy is not subject to the public hearing or recall provisions.

Assessment Valuation. No later than July 1, 1994, all real property located in the state and subject to localtaxation shall be assessed at one hundred percent (100%) of fair cash value.

Special Voted and Other Local Taxes. Any district may, in addition to other taxes for school purposes,levy not less than four cents nor more than twenty cents on each one hundred dollars ($100) valuation of propertysubject to local taxation, to provide a special fund for the purchase of sites for school buildings and the erection,major alteration, enlargement, and complete equipping of school buildings. In addition, districts may levy taxeson tangible and intangible property and on utilities, except generally any amounts of revenues generated above thatprovided for by House Bill 44 is subject to voter recall.

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Local Tax Rates, Property Assessments and Revenue Collections

Combined Total PropertyTax Equivalent Property RevenueYear Rate Assessment Collections

1991-92 65.9 111,193,001 732,7621992-93 66.6 123,198,643 820,5031993-94 69.8 106,405,004 742,7071994-95 66.4 134,564,022 893,5051995-96 66.5 134,690,770 895,6941996-97 67 132,584,081 888,3131997-98 67.1 142,102,927 953,5111998-99 67.1 153,612,078 1,030,7371999-00 73.1 149,280,223 1,091,2382000-01 72.5 156,786,697 1,136,7042001-02 73.1 138,160,336 1,009,9522002-03 75.5 132,592,338 1,001,0722003-04 75.5 133,864,920 1,010,6802004-05 78.3 136,529,956 1,069,0302005-06 75.4 141,155,141 1,064,3102006-07 73 144,268,365 1,053,1592007-08 75.4 159,318,803 1,201,2642008-09 88.7 166,922,621 1,480,6042009-10 88.7 169,612,204 1,504,4602010-11 74.6 173,999,894 1,298,0392011-12 81.8 167,594,401 1,370,9222012-13 88.6 181,095,797 1,604,5092013-14 84.5 184,262,640 1,557,0192014-15 85.8 185,110,716 1,588,250

Overlapping Bond Indebtedness

The following table shows any other overlapping bond indebtedness of the Raceland-WorthingtonIndependent School District or other issuing agency within the County as reported by the State Local Debt Officerfor the period ending June 30, 2013.

Original Amount CurrentPrincipal of Bonds Principal

Issuer Amount Redeemed Outstanding

County of Greenup General Obligation $904,345 $267,507 $636,838 Refinancing Revenue $550,000 $55,159 $494,841 Building Revenue $550,000 $36,048 $513,952 911 Equipment Renewable $387,173 $315,766 $71,407 Land Acquisition Renewable $500,000 $60,000 $440,000

City of Flatwoods Sewer Revenue $765,000 $392,000 $373,000

City of Greenup General Obligation $887,609 $355,044 $532,565 Water & Sewer Revenue $4,767,000 $2,185,400 $2,581,600 KIA Loan $885,478 $776,500 $108,978

City of Raceland General Obligation $310,000 $66,229 $243,771 Sewer Revenue $730,000 $467,500 $262,500

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City of Russell General Obligation $465,000 $305,000 $160,000 KIA Loan $71,666 $46,410 $25,256

City of South Shore KIA Loan $2,031,315 $1,907,351 $123,964

City of Wurtland Water & Sewer Revenue $280,000 $54,700 $225,300

Special Districts Greenup County Extension District $1,600,000 $60,000 $1,540,000 Greenup County Environmental Comm. $7,489,000 $1,653,000 $5,836,000

Totals: $23,173,586 $9,003,614 $14,169,972

______________Source: 2013 Kentucky Local Debt Report.

SEEK Allotment

The Board has reported the following information as to the SEEK allotment to the District, and asprovided by the State Department of Education. These receipts are compared to the 1989-90 fiscal year fundingprior to enactment of the Kentucky Education Reform Act:

Base Local Total State &Funding Tax Effort Local Funding

2014-15 SEEK 4,627,962 1,588,250 6,216,2122013-14 SEEK 4,534,909 1,557,019 6,091,9282012-13 SEEK 4,431,068 1,604,509 6,035,5772011-12 SEEK 4,560,957 1,370,922 5,931,8792010-11 SEEK 4,253,686 1,298,039 5,551,7252009-10 SEEK 4,137,424 1,504,460 5,641,8842008-09 SEEK 4,538,255 1,480,604 6,018,8592007-08 SEEK 4,543,118 1,201,264 5,744,3822006-07 SEEK 4,106,131 1,053,159 5,159,2902005-06 SEEK 3,933,442 1,064,310 4,997,7522004-05 SEEK 3,512,909 1,069,030 4,581,9392003-04 SEEK 3,724,657 1,010,680 4,735,3372002-03 SEEK 3,509,308 1,001,072 4,510,3802001-02 SEEK 3,305,960 1,009,952 4,315,9122000-01 SEEK 3,191,063 1,136,704 4,327,7671999-00 SEEK 2,980,855 1,091,238 4,072,0931998-99 SEEK 2,802,648 1,030,737 3,833,3851997-98 SEEK 2,774,063 953,511 3,727,5741996-97 SEEK 2,633,599 888,313 3,521,9121995-96 SEEK 2,401,899 895,694 3,297,5931994-95 SEEK 2,299,817 893,505 3,193,3221993-94 SEEK 2,372,139 742,707 3,114,8461992-93 SEEK 2,252,985 820,503 3,073,4881991-92 SEEK 1,950,690 732,762 2,683,452

(1) Support Education Excellence in Kentucky (SEEK) replaces the minimum foundation program andpower equalization funding. Capital Outlay is now computed at $100 per average daily attendance(ADA). Capital Outlay is included in the SEEK base funding.

(2) The Board established a current equivalent tax rate (CETR) of $0.858 for FY 2014-15. The equivalenttax rate" is defined as the rate which results when the income from all taxes levied by the district for

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school purposes is divided by the total assessed value of property plus the assessment for motor vehiclescertified by the Commonwealth of Kentucky Revenue Cabinet.

State Budgeting Process

i) Each district board of education is required to prepare a general school budget on formsprescribed and furnished by the Kentucky Board of Education, showing the amount of moneyneeded for current expenses, debt service, capital outlay, and other necessary expenses of theschool during the succeeding fiscal year and the estimated amount that will be received from allsources.

ii) By September 15 of each year, after the district receives its tax assessment data from theDepartment of Revenue and the State Department of Education, 3 copies of the budget areforwarded to the State Department for approval or disapproval.

iii) The State Department of Education has adopted a policy of disapproving a school budget if it isfinancially unsound or fails to provide for:

a) payment of maturing principal and interest on any outstanding voted schoolimprovement bonds of the district or payment of rental in connection with anyoutstanding school building revenue bonds issued for the benefit of the school district;or

b) fails to comply with the law.

POTENTIAL LEGISLATION

No assurance can be given that any future legislation, including amendments to the Code, if enacted intolaw, or changes in interpretation of the Code, will not cause interest on the Bonds to be subject, directly orindirectly, to federal income taxation, or otherwise prevent owners of the Bonds from realizing the full currentbenefit of the tax exemption of such interest. In addition, current and future legislative proposals, if enacted intolaw, may cause interest on state or local government bonds (whether issued before, on the date of, or afterenactment of such legislation) to be subject, directly or indirectly, to federal income taxation by, for example,changing the current exclusion or deduction rules to limit the amount of interest on such bonds that may currentlybe treated as tax exempt by certain individuals. Prospective purchasers of the Bonds should consult their owntax advisers regarding any pending or proposed federal tax legislation.

Further, no assurance can be given that the introduction or enactment of any such future legislation, orany action of the IRS, including but not limited to regulation, ruling, or selection of the Bonds for auditexamination, or the course or result of any IRS examination of the Bonds or obligations which present similar taxissues, will not affect the market price for the Bonds.

CONTINUING DISCLOSURE

As a result of the Board and issuing agencies acting on behalf of the Board having outstanding at the timethe Bonds referred to herein are offered for public sale municipal securities in excess of $1,000,000, theCorporation and the Board will enter into a written agreement for the benefit of all parties who may becomeRegistered or Beneficial Owners of the Bonds whereunder said Corporation and Board will agree to comply withthe provisions of the Municipal Securities Disclosure Rules set forth in Securities and Exchange Commission Rule15c2-12 by filing annual financial statements and material events notices with the Electronic Municipal MarketAccess (EMMA) System maintained by the Municipal Securities Rule Making Board.

The Board and Corporation have been late in making certain required filings under the terms of theContinuing Disclosure Agreements between the Board and the Corporation executed in connection with previousbond issues. The Board has filed Material Event Notices indicating its failure to file on a timely basis thefollowing information:

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(1) An upgrade in Moody's rating of its bonds from "Aa3" to "Aa2" on April 23, 2010;

(2) A downgrade in Moody's rating of its bonds from "Aa2" to Aa3" on March 30, 2011;

(3) Failure to file Annual Financial Information on a timely basis; and,

(4) Failure to file Annual Operating Data on a timely basis.

Annual Financial Information for FY ending June 30, 2010 was filed after the deadline (March 30, 2011).Operating Data for FYs ending June 30, 2009, 2010, 2011, 2012 and 2013 was filed on July 18, 2014.

The Board has adopted new procedures to assure timely and complete filings in the future with regard tothe Rule in order to provide required financial reports and operating data or notices of material events.

Financial information regarding the Board may be obtained from Superintendent, Raceland-WorthingtonIndependent Board of Education, 600 Ram Blvd. Raceland, Kentucky 41169 (606) 836-2144.

TAX EXEMPTION; BANK QUALIFIED

Bond Counsel is of the opinion that:

(A) The Bonds and the interest thereon are exempt from income and ad valorem taxation by theCommonwealth of Kentucky and all of its political subdivisions.

(B) The interest income from the Bonds is excludable from the gross income of the recipient thereoffor Federal income tax purposes under existing law; provided, that the corporate entities noted below are advisedof certain tax consequences as follows:

(1) In the computation of the corporate minimum tax, earnings and profits may includeotherwise tax-exempt interest on the Bonds; this provision applies to corporations only.

(2) Property and casualty insurance companies may be denied certain loss reserve deductionsto the extent of otherwise tax-exempt interest on the Bonds.

(C) As a result of designations and certifications by the Board and the Corporation, indicating theissuance of less than $10,000,000 of tax-exempt obligations during the calendar year ending December 31, 2016,the Bonds are "qualified tax-exempt obligations" within the meaning of the Internal Revenue Code of 1986, asamended.

(D) The interest income from the Bonds is excludable from the gross income of the recipient thereoffor Federal income tax purposes under existing law for individuals; however, said income must be included in thecalculation of "modified adjusted gross income" in the determination of whether and to what extent Social Securitybenefits are subject to Federal income taxation.

The Corporation will provide the purchaser the customary no-litigation certificate, and the final approvingLegal Opinions of Steptoe & Johnson PLLC, Bond Counsel and Special Tax Counsel, Louisville, Kentuckyapproving the legality of the Bonds. These opinions will accompany the Bonds when delivered, without expenseto the purchaser.

Original Issue Premium

Certain of the Bonds are being initially offered and sold to the public at a premium (“AcquisitionPremium” from the amounts payable at maturity thereon. "Acquisition Premium" is the excess of the cost of abond over the stated redemption price of such bond at maturity or, for bonds that have one or more earlier calldates, the amount payable at the next earliest call date. The Bonds that bear an interest rate that is higher than theyield (as shown on the cover page hereof), are being initially offered and sold to the public at an AcquisitionPremium (the "Premium Bonds"). For federal income tax purposes, the amount of Acquisition Premium on each

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bond the interest on which is excludable from gross income for federal income tax purposes ("tax-exempt bonds")must be amortized and will reduce the bondholder's adjusted basis in that bond. However, no amount of amortizedAcquisition Premium on tax-exempt bonds may be deducted in determining bondholder's taxable income forfederal income tax purposes. The amount of any Acquisition Premium paid on the Premium Bonds, or on any ofthe Bonds, that must be amortized during any period will be based on the "constant yield" method, using theoriginal bondholder's basis in such bonds and compounding semiannually. This amount is amortized ratably overthat semiannual period on a daily basis.

Holders of any Bonds, including any Premium Bonds, purchased at an Acquisition Premium shouldconsult their own tax advisors as to the actual effect of such Acquisition Premium with respect to their own taxsituation and as to the treatment of Acquisition Premium for state tax purposes.

Original Issue Discount

Certain of the Bonds (the "Discount Bonds") are being initially offered and sold to the public at a discount("OID") from the amounts payable at maturity thereon. OID is the excess of the stated redemption price of a bondat maturity (the face amount) over the "issue price" of such bond. The issue price is the initial offering price to thepublic (other than to bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers)at which a substantial amount of bonds of the same maturity are sold pursuant to that initial offering. For federalincome tax purposes, OID on each bond will accrue over the term of the bond. The amount accrued will be basedon a single rate of interest, compounded semiannually (the "yield to maturity") and, during each semi-annualperiod, the amount will accrue ratably on a daily basis. The OID accrued during the period that an initial purchaserof a Discount Bond at its issue price owns it is added to the purchaser's tax basis for purposes of determining gainor loss at the maturity, redemption, sale or other disposition of that Discount Bond. In practical effect, accrued OIDis treated as stated interest, that is, as excludible from gross income for federal income tax purposes.

In addition, original issue discount that accrues in each year to an owner of a Discount Bond is includedin the calculation of the distribution requirements of certain regulated investment companies and may result insome of the collateral federal income tax consequences discussed above. Consequently, owners of any DiscountBond should be aware that the accrual of original issue discount in each year may result in an alternative minimumtax liability, additional distribution requirements or other collateral federal income tax consequences although theowner of such Discount Bond has not received cash attributable to such original issue discount in such year.

Holders of Discount Bonds should consult their own tax advisors as to the treatment of OID and the taxconsequences of the purchase of such Discount Bonds other than at the issue price during the initial public offeringand as to the treatment of OID for state tax purposes.

ABSENCE OF MATERIAL LITIGATION

There is no controversy or litigation of any nature now pending or threatened (i) restraining or enjoiningthe issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of theBonds or any proceedings of the Board or Corporation taken with respect to the issuance or sale thereof or (ii)which if successful would have a material adverse effect on the financial condition of the Board.

APPROVAL OF LEGALITY

Legal matters incident to the authorization and issuance of the Bonds are subject to the approving legalopinion of Steptoe & Johnson PLLC, Bond Counsel. The form of the approving legal opinion of Bond Counselwill appear on each printed Bond.

NO LEGAL OPINION EXPRESSED AS TO CERTAIN MATTERS

Bond Counsel has reviewed the information contained in the Official Statement describing the Bonds andthe provisions of the Bond Resolution and related proceedings authorizing the Bonds, but Bond Counsel has notreviewed any of the financial data, computations, tabulations, balance sheets, financial projections, and general

16

information concerning the Corporation or District, and expresses no opinion thereon, assumes no responsibilityfor same and has not undertaken independently to verify any information contained herein.

BOND RATING

As noted on the cover page of this Official Statement, Moody’s Investors Service has given the Bondsthe indicated rating. Such rating reflects only the respective views of such organization. Explanations of thesignificance of the rating may be obtained from the rating agency. There can be no assurance that such rating willbe maintained for any given period of time or will not be revised or withdrawn entirely by the rating agency, if intheir judgement circumstances so warrant. Any such downward revision or withdrawal of such rating may havean adverse effect on the market price of the Bonds.

FINANCIAL ADVISOR

Prospective bidders are advised that Ross, Sinclaire & Associates, LLC ("Ross Sinclaire") has beenemployed as Financial Advisor in connection with the issuance of the Bonds. Ross Sinclaire's fee for servicesrendered with respect to the sale of the Bonds is contingent upon the issuance and delivery thereof. Bidders maysubmit a bid for the purchase of the Bonds at the time of the advertised public sale, either individually or as amember of a syndicate organized to submit a bid for the purchase of the Bonds.

APPROVAL OF OFFICIAL STATEMENT

The Corporation has approved and caused this "Official Statement" to be executed and delivered by itsPresident. In making this "Official Statement" the Corporation relied upon information furnished to it by the Boardof Education of the Raceland-Worthington Independent School District and does not assume any responsibilityas to the accuracy or completeness of any of the information in this Official Statement except as to copies ofdocuments denominated "Official Terms and Conditions" and "Bid Form." The financial information suppliedby the Board of Education is represented by the Board of Education to be correct. The Corporation deems thispreliminary Official Statement to be final for purposes of Securities Exchange Commission Rule 15c2-12(b)(1)as qualified by the cover hereof.

No dealer, broker, salesman, or other person has been authorized by the Corporation, the Raceland-Worthington Independent Board of Education or the Financial Advisor to give any information or representations,other than those contained in this Official Statement, and if given or made, such information or representationsmust not be relied upon as having been authorized by any of the foregoing. This Official Statement does notconstitute an offer to sell or the solicitation of any person in any jurisdiction in which it is unlawful for such personto make such offer, solicitation or sale. Except when otherwise indicated, the information set forth herein has beenobtained from the Kentucky Department of Education and the Raceland-Worthington Independent School Districtand is believed to be reliable; however, such information is not guaranteed as to accuracy or completeness by, andis not to be construed as a representation by the Financial Advisor or by Counsel. The delivery of this OfficialStatement at any time does not imply that information herein is correct as of any time subsequent to the date hereof.

This Official Statement does not, as of its date, contain any untrue statement of a material fact or omit tostate a material fact which should be included herein for the purpose for which the Official Statement is to be usedor which is necessary in order to make the statements contained herein, in the light of the circumstances underwhich they were made, not misleading in any material respect.

By /s/ President

By /s/ Secretary

APPENDIX A

Raceland-Worthington Independent School District Finance CorporationSchool Building Revenue Bonds

Series of 2016

Demographic and Economic Data

(A-1)

RACELAND-WORTHINGTON, KENTUCKY

Boyd and Greenup Counties, situated on the Ohio River in the Appalachian foothils of the tri-state areaof Kentucky, Ohio, and West Virginia, cover 506 square miles. Boyd and Greenup Counties had an estimated2015 population of 84,393. The county has eight incorporated cities: Bellefonte, Flatwoods, Greenup, Raceland,Russell, South Shore, Worthington, and Wurtland.

The Economic Framework

The total number of Boyd and Greenup Counties residents employed in 2013 averaged 33,862.Manufacturing firms in the Counties reported 3,068 employees; trade, transportation and utilities provided 6,725jobs; 15,912 people were employed in service occupations; public administration accounted for 1,619 employees;1,684 jobs were present in contract construction; financial activities provided 1,182 jobs and information servicesprovided 345 jobs.

Labor Supply

There is a current estimated labor supply of 27,873 persons available for industrial jobs in the labor marketarea. In addition, from 2014 through 2017, 24,080 young persons in the area will become 18 years of age andpotentially available for industrial jobs.

Transportation

Commercial surface traffic routes which serve 32 interstate trucking lines are accessed from Interstate 64which crosses through Boyd County. A major east-west route, Interstate 64 provides access to I-75, I-65, I-71, I-77and I-79. Other available highways are U.S. 23 and 60 and Kentucky Routes 7, 8 and 180. Rail service isavailable through CSX Transportation and Amtrack. The Ohio River had numerous private terminal facilities inboth counties. Commercial air service is available through the Tri-State Airport, 14 miles southeast of Ashland.The Ashland Regional Airport in Greenup County maintains a 5,600-foot paved runway for general aviation andcorporate transports.

Power and Fuel

American Electric Power and East Kentucky Power Cooperative provide electrical power to Boyd andGreenup Counties. Natural gas service is supplied by Columbia Gas of Kentucky.

Education

Primary and secondary education is provided to Greenup and Greenup County by the Greenup CountySchool System. Higher education is available through eight colleges and universities located within 60 miles ofAshland.

LOCAL GOVERNMENTStructure

Greenup County is governed by a county judge/executive and three commissioners. Each official iselected to a four-year term. Eight incorporated cites are located in Greenup County. The Cities of Bellefonte,South Shore, and Wurtland are each governed by a mayor and four city commissioners. The Cities of Flatwoods,Greenup, Raceland, Russell, and Worthington are each governed by a mayor and six council members. Eachmayor is elected to a four-year term, while both the city commissioners and the council members each serve two-year terms.

(A-2)

Planning and Zoning

Joint agency - Grenup County Joint Planning CommissionParticipating cities - Bellefonte, Flatwoods, Greenup, Russell, and WorthingtonZoning enforced - Each participating area is responsible for developing and enforcing its own zoning

regulations.Subdivision regulations enforced - Within city limits of Bellefonte, Flatwoods, Greenup, Russell, and

WorthingtonLocal codes enforced - Housing codes in Bellefonte, Flatwoods, Greenup, Russell, and WorthingtonMandatory state codes enforced - Kentucky Plumbing Code, National Electric Code, Kentucky Boiler

Regulations and Standards, Kentucky Building Code (modeled after BOCA code)

Local Fees and Licenses

Flatwoods - An annual business gross receipts fee with a minimum of $50 is levied for gross receiptsup to $75,000. For all businesses exceeding $75,000 in gross receipts, an additional fee

generally ranging from $75 to $480 is levied. The absolute maximum fee is $1,250.Greenup - The City of Greenup levies an unloading fee of $35 annually.Raceland - An annual business lecense fee of $50 is levied.South Shore - The city charges an annual business lecense fee of $25 annually.Wurtland - The city levies a business lecense fee of $25 annually.

LABOR MARKET STATISTICS

The Boyd and Greenup Counties Labor Market Area includes Boyd and Greenup Counties and theadjoining Kentucky counties of Carter, Lawrence and Lewis. Although not included in the statistics below, theLabor Market Area is supplemented by the nearby Ohio Counties of Lawrence and Scioto and the West VirginiaCounties of Cabell and Wayne.

Population

Area 2013 2014 2015Labor Market Area 4776137 475,741 473,575Boyd & Greenup Counties 85,385 85,008 84,393

_______________Source: U.S. Department of Commerce, Bureau of the Census.

Population Projections

Area 2020 2025 2030Boyd & Greenup Counties 86,369 85,661 84,609

_______________Source: Kentucky State Data Center, University of Louisville and Kentucky Cabinet for Economic Development.

(A-3)

EDUCATION

Public Schools

Total Enrollment (14-15) Pupil to Teach Ratio

Ashland Independent Schools 3,040 15.8Boyd County Schools 3,168 13.4Fairview Independent Schools 795 13.7Greenup County schools 2,829 16.2Raceland Independent Schools 1,034 16.7Russell Independent Schools 2,167 17.1

Vocational Training

Kentucky Tech schools are operated by the Cabinet for Workforce Development and provide secondary(Sec) and postsecondary (P/S) vocational-technical training.

Bluegrass State Skills Corporation

The Bluegrass State Skills Corporation(BSSC), an independent public corporation created and funded bythe Kentucky General Assembly, provides programs of skills training to meet the needs of business and industryfrom entry level to advanced training, and from upgrading present employees to retraining experienced workers.

The Bluegrass State Skills corporation is a major source for skills training assistance for a new or existingcompany. The Corporation works in partnership with other employment and job training resources and programs,as well as Kentucky's economic development activities, to package a program customized to meet the specificneeds of a company.

EnrollmentTechnical School Location 2014-2015

Boyd County High School Vocational Ashland, KY 545Greenup County ATC Greenup, KY 421Martin County ATC Inez, KY 313Russell ATC Russell, KY 376Morgan County ATC West Liberty, KY 549Foster Meade Career & Technical School Vanceburg, KY 615Carter County Career & Technical School Olive Hill, KY 151

Colleges and UniversitiesEnrollment

Institution Location (Fall 2014)

Kentucky Christian University Grayson, KY 658Morehead State University Morehead, KY 11,052Ashland Community & Tech College Ashland, KY 3,345Big Sandy Community & Tech College Prestonsburg, KY 4,638

__________________Source: Kentucky Cabinet for Economic Development.

(A-4)

EXISTING INDUSTRY

Firm Product Total EmployedAshland:

AK Steel Corp Steel slabs 934Ashland Office Supply Inc. Offset, letterpress & screen printing 45ESM Manufacturing Metalworking machinery 50Kentucky Electric Steel LLC Steel flat bars 149Pathways Inc. Corporate office 114RPM Inc. Industrial pump repairing & replacement parts 46Riggs Machine & Fabricating Inc. Machine shop 44The Independent Newspaper publishing 63UPS Small package distribution 51

Catlettsburg:Calgon Carbon Corp. Granular activated carbon 204Catlettsburg Refining LLC Petroleum refining, gasoline, kerosine, jet

fuel, diesel, asphalt, fuel oil 775EN Engineering LLC Engineering services 45Marathon Petroleum LLC Analytical & development laboratory 70Marine Repair Facility Marine repair facility and barge cleaning 181Special Metals Corp. Nickel alloys 164

Greenup:North American Industrial Services Inc. Industrial cleaning and environmental service 55

South Shore:Graf Brothers Flooring Manufacture hardwood flooring, lumber 163North American Refractories Fire brick, cement & castable refractories 165

Worthington:Portable Solutions Manufacturing Provide access control solutions for busineses 67

Wurtland:Pregis Corp. Plastic materials & flexible sheeting 87

_________________Source: Kentucky Cabinet for Economic Development (5/19/2016).

APPENDIX B

Raceland-Worthington Independent School District Finance CorporationSchool Building Revenue Bonds

Series of 2016

Audited Financial Statement ending June 30, 2015

RACELAND-WORTHINGTON INDEPENDENT SCHOOL DISTRICT

FINANCIAL STATEMENTS AND SUPPLEMENT ARY INFORMATION

FOR THE YEAR ENDED JUNE 30, 2015

TOGETHER WITH INDEPENDENT AUDITOR'S REPORTS

TABLE OF CONTENTS *****************

INDEPENDENT AUDITOR'S REPORT ............................................................................................ .

MANAGEMENT'S DISCUSSION AND ANALYSIS ....................................................................... .

BASIC FINANCIAL STATEMENTS:

Government-wide Financial Statements -Statement of Net Position ........................................................................................................... . Statement of Activities ............................................................................................................... .

Fund Financial Statements -Balance Sheet - Governmental Funds ........................................................................................ . Reconciliation ofthe Balance Sheet - Governmental

Funds to the Statement of Net Position ................................................................................. . Statement of Revenues, Expenditures and Changes in

Fund Balances - Governmental Funds .................................................................................. . Reconciliation of the Statement of Revenues, Expenditures, and

Changes in Fund Balances of Governmental Funds to the Statement of Activities ........................................................................................................... .

Statement of Net Position _ Proprietary Fund ............................................................................ . Statement of Revenues, Expenses and Changes in Net Position-

Proprietary Fund .................................................................................................................... . Statement of Cash Flows - Proprietary Fund ............................................................................. . Statement of Net Position - Fiduciary Funds ............................................................................. . Statement of Revenues, Expenditures and Changes in

Fund Balance - Budget and Actual (Non-GAAP Budgetary Basis) - General Fund .......... . Statement of Revenues, Expenditures and Changes in

Fund Balance - Budget and Actual - Special Revenue Fund ............................................... . Notes to the Financial Statements .............................................................................................. .

REQUIRED SUPPLEMENTARY INFORMATION:

Schedule of District's Proportionate Share ofthe Net Pension Liability ..................................... . Schedule of Pension Contributions ............................................................................................... . Notes to Required Supplementary Information ............................................................................ .

SUPPLEMENTARY INFORMATION:

Combining Statements - Non-Major Funds -Combining Balance Sheet - Non-Major Governmental Funds ................................................. . Combining Statement of Revenues, Expenditures and Changes

In Fund Balances - Non-Major Governmental Funds ........................................................ .. Combining Balance Sheet - Non-Major Capital Project Funds ................................................ . Combining Statement of Revenues, Expenditures and Changes

In Fund Balances - Non-Major Capital Project Funds ........................................................ . Combining Balance Sheet - Non-Major Debt Service Funds ................................................... . Combining Statement of Revenues, Expenditures and

Changes in Fund Balances - Non-Major Debt Service Funds ............................................. .

Other-Statement of Changes in Assets and

Liabilities - School Activity Funds ....................................................................................... . Statement of Changes in Assets and

Liabilities - Raceland-Worthington Independent High SchooL ......................................... .

Schedule of Expenditures of Federal Awards ............................................................................... .

PAGE 3-5

6-9

10 11

12

13

14

15 16

17 18 19

20

21 22-39

40 41

42-43

44

45 46

47 48

49

50

51-52

53-54

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 ......................................................................... .

INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY OMB CIRCULAR A-133 ........................................................................................................ .

SCHEDULE OF FINDINGS AND QUESTIONED COSTS ............................................................ .

SUMMARY SCHEDULE OF PRIOR YEAR AUDIT FINDINGS ................................................ ..

MANAGEMENT LETTER POINTS ................................................................................................... .

*****************

55-56

57-58

59

60

61-62

lliJelley [QIalloway [[]nlith [§oolsby, PSC Certified Public Accountants and Advisors

1200 Corporate Court· P. O. Box 990 • Ashland, Kentucky 411 02

• Phone (606) 329-1811 (606) 329-1171 • Fax (606) 329-8756 (606) 325-0590

• Web www.kgsgcpa.com Member of PKF NorthAmerica

INDEPENDENT AUDITOR'S REPORT

Kentucky State Committee for School District Audits

Members of the Board of Education Raceland-Worthington Independent School District Raceland, Kentucky

Report on the Financial Statements

We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the Raceland-Worthington Independent School District (the "District") as of and for the year ended June 30,2015, and the related notes to the financial statements, which collectively comprise the District's basic financial statements as listed in the table of contents.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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 and the audit requirements prescribed by the Kentucky State Committee for School District Audits in the Auditor Responsibilities and State Compliance Requirements sections contained in the Kentucky Public School Districts' Audit Contract and Requirements. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

- 3 -

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Opinions

In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the Raceland-Worthington Independent School District as of June 30, 2015, and the respective changes in financial position and, where applicable, cash flows thereof, and the respective budgetary comparison for the General Fund and the Special Revenue Fund for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As described in Note 13 to the financial statements, the District adopted GASB Statement No. 68, Accounting and Financial Reporting for Pensions, as amended by GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date, effective July 1, 2014. Our opinion is not modified with respect to this matter.

Other Matters

Required Supplementary Information

Accounting principles generally accepted in the United States of America require that the Management's Discussion and Analysis information on pages 6 through 9 and the Schedule of District's Proportionate Share of the Net Pension Liability and Schedule of Pension Contributions on pages 40 through 43 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted. in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency in management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the bas