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The Commonwealth of Massachusetts Commonwealth Transportation Fund - - PowerPoint PPT Presentation

APPENDIX A The Commonwealth of Massachusetts Commonwealth Transportation Fund Revenue Bonds Rating Agency Presentation $225,000,000* Commonwealth Transportation Fund Revenue Bonds (Rail Enhancement & Accelerated Bridge Programs), 2018


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The Commonwealth of Massachusetts

Commonwealth Transportation Fund Revenue Bonds

Rating Agency Presentation

$225,000,000* Commonwealth Transportation Fund Revenue Bonds (Rail Enhancement & Accelerated Bridge Programs), 2018 Series A

* Preliminary, subject to change

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APPENDIX A

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Table of Contents

  • 1. Transaction Summary
  • 2. Key Credit Considerations

A. Legal Provisions B. Economic Fundamentals C. Pledged Revenues D. Debt Service Coverage E. Economic Development

  • 3. Conclusions and Financing Schedule

Appendix – Projects to be Financed

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* Preliminary, subject to change

Commonwealth Transportation Fund Revenue Bonds  Series: 2018 Series A  Principal Amount: $225,000,000  Interest Payment Dates: June 1 and December 1, beginning December 1, 2018  Final Maturity Date: Due June 1, 2048  Security: Commonwealth Transportation Fund. Primary revenue sources: Motor Fuels Tax and Registry Fees  Use of Proceeds: Fund costs of certain transportation projects of the Commonwealth under the: − Rail Enhancement Program ($210,000,000) − Accelerated Bridge Program ($15,000,000)  Optional Redemption: Maturities on or after June 1, 2029 will be subject to redemption on any date after June 1, 2028

Transaction Summary*

2018 Series A – Preliminary Amortization by Maturity Year Due (06/01) Amount Due (06/01) Amount

2020 $2,230,000 2034 $4,550,000 2021 $2,300,000 2035 $4,770,000 2022 $2,370,000 2036 $5,005,000 2023 $2,715,000 2037 $5,250,000 2024 $2,830,000 2038 $5,500,000 2025 $2,965,000 2026 $3,110,000 2043 Term Bond 2027 $3,260,000 2043 $31,810,000 2028 $3,415,000 2029 $3,590,000 2048 Term Bond 2030 $3,760,000 2048 $123,150,000 2031 $3,940,000 2032 $4,135,000 2033 $4,345,000

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CTF's Strong Credit Features Justify the Highest Ratings

Strong legal protections and underlying fundamentals have been the hallmarks of CTF's credit profile since its inception in 2010. Credit and economic factors fall well within Aaa/AAA quantitative thresholds, as evidenced by:  Strong Legal Protections Safeguard Revenue Pledge

  • Massachusetts Constitution requires Pledged Funds to be expended for transportation purposes only
  • State Statutes provide for covenants in the Trust Agreement to ensure that Pledged Funds are deposited

in the CTF and applied to debt service before they can be used for any other purpose  Strong and Diverse Economic Base

  • Broad and diverse economy that encompasses over 6 million residents
  • Per capita personal income levels in excess of 130% of the national average in 2017

 Diverse and Stable State-wide Revenue Stream

  • Diverse mix of six motor fuels taxes and registry fees as well as federal BABs subsidies generates over

$1.39 billion of pledged revenue annually

  • Low degree of correlation among pledged revenue streams limits volatility
  • Revenue collections are strong with diversity in timing

 Superior Coverage and Liquidity

  • Pro forma debt service coverage, including expected future issuances, estimated at 6.0x
  • Conservative 4x ABT further supports liquidity and a healthy overall leverage position
  • Strong debt service set asides (1/10th principal and 1/5th interest)

 Transportation Capital Investment Drives Economic Development

  • CTF transportation projects support economic development across the Commonwealth
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Strong Legal Protections Safeguard Revenue Pledge

 The Massachusetts Constitution itself protects motor fuel taxes and motor vehicle registration fees pledged to CTF bonds from diversion or use for any non-transportation purpose

Article LXXVIII of the Massachusetts Constitution: No revenue from fees, duties, excises or license taxes relating to registration, operation or use of vehicles on public highways, or to fuels used for propelling such vehicles, shall be expended for other than cost of administration of laws providing for such revenue, making of refunds and adjustments in relation thereto, payment of highway obligations, or cost of construction, reconstruction, maintenance and repair of public highways and bridges, and mass transportation lines and of the enforcement of state traffic laws, and for other mass transportation purposes; and such revenue shall be expended by the commonwealth or its counties, cities and towns for said highway purposes only and in such manner as the general court may direct; provided, that this amendment shall not apply to revenue from any excise tax imposed in lieu of local property taxes for the privilege of registering such vehicles.

 The Special Obligation Act provides for a set of covenants that effectively protects CTF Bonds from revenue diversion, impairment of revenues and non-appropriation:  So long as any CTF Bonds remain outstanding and any principal or interest remains outstanding, statute prohibits the Commonwealth from diverting Pledged Funds to “any other use”  Commonwealth shall not impair the rights and remedies of the Trustee and owners of bonds under the Trust Agreement with respect to collection and application of Pledged Funds  Trust Agreement covenant restricts the Commonwealth’s ability to alter Motor Fuel Taxes and Registry Fees unless the resulting Pledged Revenues exceed 4.0x MADS coverage  The Massachusetts Constitution requires appropriation of most state funds, however, a non- appropriation of CTF revenues would create an annual shortfall of approximately $1.2 billion in the Commonwealth’s operating revenue, or almost $100 million per month on average  4x ABT supports liquidity and a healthy overall leverage position  State governments and their priority-lien tax revenue trust fund-secured bonds (such as CTF) are protected from a federally imposed bankruptcy regime by the 10th Amendment to the U.S. Constitution – generally unlike other issuers, such as localities and territories – and from State impairment of bond contracts by the Contracts Clause

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CTF Benefits from a Strong Economic Base

$0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 1996 2000 2004 2008 2012 2016 Massachusetts U.S.

Per Capita Personal Income, Nominal Income (in nominal dollars)

$0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 1996 2000 2004 2008 2012 2016 Massachusetts U.S.

Per Capita Personal Income, Real Income (2017 dollars)

0% 2% 4% 6% 8% 10% 12% 1996 2000 2004 2008 2012 2016 Massachusetts New England U.S. 5.8 6.0 6.2 6.4 6.6 6.8 7.0 1996 2000 2004 2008 2012 2016

Unemployment Rate (%) Massachusetts Population (in millions)

Source: Commonwealth of Massachusetts Information Statement, March 22, 2018

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Pledged Funds are Diverse and Stable

__________

Projected revenues for Fiscal Year 2018 revenues are projected, unaudited and subject to change.

(1) Chapter 64A: 99.85% of the 24 cents/gallon tax flows to CTF Pledged Funds. 6.86 cents/gallon is pledged on a senior basis to Existing Gas Tax Bonds. Amount shown is prior to debt service for the Existing Gas Tax Bonds. (2) Chapter 64E: Special Fuels Tax levied on each of special fuels (24 cents) and liquefied gas sold or used in the Commonwealth. 100% of the 24-cent tax is included as CTF Pledged Funds. (3) Chapter 64F: Motor Carrier Tax levied on each gallon of gasoline and special fuels acquired outside and used within the Commonwealth. (4) Registry fees received by Registry of Motor Vehicles pursuant to Section 33 of Chapter 90 of the General Laws. (5) Direct payments received from US Treasury related to BABs/RZEDBs.

Total Projected FY2018 CTF Pledged Funds: $1.392 Billion

Ch 64A Gas Tax(1) BABs/RZEDBs Subsidies Ch 64E Special Fuels Tax(2) Ch 64F Motor Carrier Tax(3) License Registration Registry Information

Motor Fuels Taxes Registry Fees(4) Direct Payments(5)

 Pledged Revenues include fuel and non-fuel sources with Motor Fuels Taxes (55.0%) and Registry Fees (44.2%)  State-wide taxes and fees, on a large and diverse regional economy  Revenue collections are strong with diversity in timing:

 Motor Fuel Taxes are collected monthly by the Department of Revenue  Registry Fees are collected daily at Registry branch and other locations  Direct Payments are deposited on a semi-annual basis

$667.8 Million (48.0%) $11.5 Million (0.8%) $615.1 Million (44.2%) $97.4 Million (7.0%)

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Pledged Funds – Historically Consistent and Reliable

 Pledged Funds have consistently totaled over $1 billion annually  Historical performance demonstrates the strength, consistency and reliability of revenues  Diversity of CTF Pledged Funds mitigates the effect of potential declines in gasoline consumption  Pledged Funds have increased as CTF program initiatives have expanded

Historic Commonwealth Transportation Fund Pledged Funds (in thousands)

Gas Tax, Fiscal Year Ending June 30 Special Fuels Tax, And Motor Carrier Tax Registry Fees Total % Growth/ Decline 2018 (1) $765,185 $615,146 $1,380,331 1.01% 2017 767,855 598,683 1,366,538 1.56% 2016 764,848 580,426 1,345,274 0.71% 2015 754,392 581,686 (3) 1,336,078 5.72% 2014 730,640 (2) 533,194 1,263,834 7.84% 2013 649,779 522,199 1,171,978 0.27% 2012 660,176 508,608 1,168,784 1.17% 2011 659,183 496,034 1,155,217 1.44% 2010 653,045 485,789 (4) 1,138,834 7.88% 2009 652,153 403,780 1,055,933 (1.14%) 2008 670,940 396,904 1,067,844 0.46% 2007 674,437 388,496 1,062,933 1.61%

Source: Fiscal Years 2007-2017, Office of the Comptroller of the Commonwealth, audited, and fiscal year 2018, Department of Revenue (“Pledged Motor Fuels Tax”) and MassDOT (“Registry Fees”), unaudited (1) Fiscal Year 2018 revenues are projected. (2) Effective July 31, 2013, motor fuel tax increased to 24 cents/gallon from 21 cents/gallon. (3) 2015 increase in revenues due to increases in certain Registry Fees. (4) 2010 increase in revenues due to change in fee structure.

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Pledged Funds Have Increased as CTF Program Initiatives Have Expanded

Source: Fiscal Years 2008-2017, Office of the Comptroller and Fiscal Year 2018, MassDOT, unaudited. (1) Certain prior years have been adjusted to reflect a reclassification of certain revenues as Pledged Registry Fees. Does not include amounts allocable to the cost of production of license plates, which in Fiscal Year 2017 was approximately $4.2 million. (2) Fiscal Year 2018 revenues are projected. (3) Fiscal Years 2011 and 2012 do not include $1 million and $2 million, respectively, of the Registry Fees which represented civil motor infraction fees collected in such Fiscal Years and transferred to the CTF in Fiscal Year

  • 2013. See Crediting of Receipts.

Registry Fee Collections

Increase in Revenues due to Change in Fee Structure Increase in Revenues due to Increases in certain Registry Fees

Pledged Percentage Registry Change in Fiscal Fee Receipts Registry Fee Year (in 000s) (1) Receipts 2018 $615,146 2.75% 2017 598,683 3.15 2016 580,426 (0.22) 2015 581,686 9.09 2014 533,194 2.11 2013 522,199 (3) 2.67 2012 508,608 2.53 2011 496,034 2.11 2010 485,789 20.31 2009 403,780 1.73 2008 396,904 2.16 Gas Tax, Special Fuels Tax, Percentage Fiscal And Motor Carrier Tax Change in Year (in 000s)(1) Taxes 2018 $765,185 (0.35%) 2017 767,855 0.39 2016 764,848 1.39 2015 754,392 3.25 2014 730,640 12.44 2013 649,779 1.57 2012 660,176 0.15 2011 659,183 0.94 2010 653,045 (0.14) 2009 652,153 (2.80) 2008 670,940 (0.52)

Motor Fuel Tax Collections

Motor Fuel Tax increased to 24 cents/gallon from 21 cents/gallon

 Commonwealth increased annual CTF Pledged Revenue base by over $120 million annually in conjunction with the authorization of the CTF Rail Enhancement Program

Source: “Gasoline and Special Fuels Tax Rate”, Department of Revenue; “Pledged Motor Fuels Tax Receipts”, Fiscal Years 2007-2017, Office of the Comptroller and Fiscal Year 2018, Department of Revenue, unaudited. (1) Includes all Pledged Motor Fuels Tax collected by the Commonwealth pursuant to Chapters 64A, 64E and 64F of the Massachusetts General Laws and credited to various budgeted funds, except Aviation Fuel. See Commonwealth Motor Fuels Tax – Crediting of Receipts. Net of refunds and abatements from Gasoline Tax. See Commonwealth Motor Fuels Tax – Refunds and Abatements from Gasoline Tax. The table above reflects tax rates of 21¢ per gallon on fuel (other than liquefied gas), 19.1% of the average price per gallon on liquefied gas and 20.9685¢ of the 21¢ per gallon Gasoline Tax in effect prior to July 31, 2013. The table above reflects tax rates of 24¢ per gallon on fuel (other than liquefied gas), 19.1% of the average price per gallon on liquefied gas and 23.964¢ of the 24¢ per gallon Gasoline Tax in effect after July 31, 2013. (2) Fiscal Year 2018 figures are projected.

(2) (2)

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Gasoline Consumption is Relatively Inelastic and Tax Rates Compare Favorably to Neighboring States Historic Gasoline Sales

Average Price Gasoline Consumed Fiscal Year

  • f Gasoline

(millions of Ending June 30 ($/gallon) (1) gallons) (2) 2018(3) $2.678 2,787 2017 2.347 2,796 2016 2.282 2,781 2015 2.925 2,739 2014 3.613 2,733 2013 3.684 2,721 2012 3.652 2,772 2011 3.204 2,766 2010 2.694 2,750 2009 2.577 2,759

Sources: “Average Price of Gasoline”: U.S. Department of Energy, Energy Information Administration; “Non-Farm Employment”: U.S. Bureau of Labor Statistics; “Gasoline Consumed”: Department of Revenue. (1) Reflects the Average Price of Gasoline ($/gallon) in all of Massachusetts. (2) Based on Historical Gasoline Tax Collections pursuant to Chapter 64A, except Aviation Fuel. See Commonwealth Motor Fuels Tax – Refunds and Abatements from Gasoline Tax. (3) Fiscal Year 2018 figures are projected.

Excise Other Taxes Tax and Fees Total New York 8.05 36.25 44.30 Connecticut 25.00 14.30 39.30 Rhode Island 33.00 1.00 34.00 Vermont 12.10 18.62 30.72 Maine 30.00 0.01 30.01 Massachusetts 24.00 2.54 26.54 New Hampshire 22.20 1.63 23.83

Comparison of Gasoline Tax Rates for Selected Northeastern States

(in cents per gallon as of January 1, 2018 for selected NE states)

Source: American Petroleum Institute. Totals may not add due to rounding.

¢ ¢ ¢

Even with the significant volatility in underlying gasoline prices, gasoline consumption has remained relatively stable

  • ver the last 10 years.
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Flow of Pledged Funds Under the Trust Agreement

State Treasury (Sweep Account) Commonwealth Transportation Fund Revenue Account(3) To Commonwealth Transportation Fund, Free and Clear of Lien of Trust Agreement(5)

To GAN Trustee

(1) Subject to existing statutory or Constitutionally defined policies and procedures and the State Comptroller’s Cash Recognition and Reconciliation Policy. Fund accounting is subject to audit. State Treasury sweeps multiple funds, including the Commonwealth Transportation Fund. This is a summary of the Commonwealth's collection mechanisms and distribution mechanisms for reference only. (2) It is not unusual for the budget process to extend slightly into the next fiscal year, with final enactment of the budget occurring in early or mid-July. Interim budgets are typically enacted to provide funding after the end of the fiscal year until the full budget can be enacted and approved by the Governor. (3) Includes Non-Motor Fuels Subaccount and Motor Fuels Subaccount. (4) Debt service for the 1994 Trust Agreement Bonds is subject to appropriation as part of the Commonwealth's annual budgeting process as outlined in the respective Official Statement. (5) Following deposit into the Debt Service Fund, funds flow into the Subordinated Debt Service Fund (not currently active).

Trustee Held Fund

  • Commonwealth Held Fund

Ch 64E Special Fuels Tax

1994 Trust Agreement for Debt Service on 1994 Trust Agreement Bonds(4)

Debt Service Fund

Trustee Held Fund, Subject to appropriation

  • [Recorded by State Comptroller into Commonwealth accounting system]

[Transfer to Revenue Account not subject to annual appropriation] [Transfer to Debt Service Fund is subject to annual appropriation]

Ch 64A Gas Tax License Ch 64F Motor Carrier Tax Registration Registry Information

Direct Payments

 CTF Pledged Funds are Constitutionally dedicated for transportation, supported by a robust accounting and control regime and as provided in the Special Obligation Act must be used to pay debt service before the State can access the funds for any other transportation related purpose  The Massachusetts Constitution requires nearly all spending, including the CTF, to be subject to appropriation  The Massachusetts Legislature specifically provided CTF bondholders with the highest priority claim to Pledged Funds and the flow of Pledged Funds to the Revenue Account is not subject to legislative review, action or interference  To establish its premier credit with the highest ratings, the Commonwealth created strong safeguards in the flow of funds to ensure debt service is paid  State depository accounts are swept daily by the Treasury, credited to the appropriate accounts and recorded by the Comptroller into the Commonwealth accounting system, consistent with best practices(1)  DOR and MassDOT deliver a certificate to the Trustee stating the amount of Pledged Funds collected each month within 8 business days of month end  The Treasurer deposits Pledged Funds into the Revenue Account held by the Trustee within 2 business days of receiving the certificate, which deposit is not subject to annual appropriation  Debt service is appropriated annually as part of the Commonwealth’s annual budgeting process. Until an appropriation has been made, no funds may be transferred out of the Revenue Account for any purpose(2)

Pledged Funds

[MassDOT and DOR deliver certificate to Trustee] [ ------- Collected Monthly by DOR ------- ] [ -- Collected Daily by Registry of Motor Vehicles -- ]

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The CTF Flow of Funds Creates A Virtual Lockbox

 The Commonwealth has a highly sophisticated and centralized revenue collection, accounting and disbursement mechanism for its various revenue streams with individual accounts and sub- accounts governed by specific statutes  The diverse nature of revenue collections, including for the CTF, does not allow for direct transfer to the Trustee without significant business implications for the Commonwealth:  The Commonwealth's Tax Collector, the Department of Revenue (DOR), is projected to collect approximately $29.4 billion of tax revenue gross cash receipts in the current fiscal year(1)  Included among the Commonwealth's tax receipts are $765 million of CTF Motor Fuel Taxes remitted as part of the Commonwealth's tax collection process, representing about 3% of tax revenue collections  DOR accounting and control procedures identify and track tax revenue receipts for their intended purpose. This includes CTF Motor Fuel Taxes ultimately directed to the State Treasurer and CTF Trustee  The Registry of Motor Vehicles (RMV) similarly collects both Pledged and non-Pledged fees simultaneously. As with DOR, RMV accounts for and tracks registry fees for their intended purpose. Separating Pledged from non-Pledged Registry Fees and remitting them directly to the Trustee is not practical without creating potential administrative and control concerns  The accounting and control procedures at DOR and RMV demonstrate all of the protections / benefits of a Lockbox revenue collection system. Fees are swept daily and accounted for until certification and deposited with the CTF Trustee on a monthly basis

(1): Other Tax Revenue per Commonwealth of Massachusetts Quarterly Cash Flow Statement, projections as of March 2018. CTF Motor Fuel Taxes FY2018 projections per Department of Revenue as of May 2018, unaudited.

Total Tax Revenue: $29.4 billion

 GFOA Best Practice guidance suggests Lockbox services be evaluated "if advantages can be gained in the areas of accuracy, cash flow, internal control and efficiency" and in particular on the collection of "paper-based payments"  The Commonwealth has made recent substantial investments in technology to support collection procedures at DOR and RMV:  MassDOT implemented Release 1 of ATLAS in March 2018 to replace the existing Automated Licensing and Registration System to improve: (i) customer service; (ii) recording and reporting of RMV licensing and registration transactions (iii) and revenue collections.  MassTaxConnect launched in November 2015 as a new functionality that will make filing taxes electronically easier, more efficient  More than 99% of motor fuels collections by total dollar value are remitted electronically

CTF Motor Fuel Taxes Other Tax Revenue 3% 97%

Commonwealth Budgetary Funds: Tax Revenue Only ($ in millions) (1)

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Pledged Funds Demonstrate Strong Coverage

*Preliminary, subject to change

 Following the 2018 Series A issuance, coverage is projected to be 7.6x*  The Commonwealth plans to issue approximately $937.25 million* (which amount includes net premium)

  • f additional CTF bonds with projected spending through FY2023, following the 2018 Series A Bonds

 Projected debt service coverage including anticipated Accelerated Bridge Program (ABP) and Rail Enhancement Program (REP) issuance through FY 2022 is estimated to be approximately 6.0x* based

  • n aggregate current CTF projected offerings for the programs*

200 400 600 800 1,000 1,200 1,400 1,600 2018 2020 2022 2024 2026 2028 2030 2032 2034 2036 2038 2040 2042 2044 2046 2048

($ Million) FISCAL YEAR (6/30)

CTF Coverage Post Issuance of 2018 Series A Bonds

2018 Series A DS Outstanding DS Less Refunding Total Projected Pledged Revenues

200 400 600 800 1,000 1,200 1,400 1,600

($ Million) FISCAL YEAR (6/30)

CTF Coverage With Projected Issuance Through FY2022

DS on 2022 Bonds DS on 2021 Bonds DS on 2020 Bonds DS on 2019 Bonds

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 The Administration anticipates the issuance of CTF Bonds, including net premium, of approximately $1,196.2 million total for spending in FY2019-2023  Actual amount and timing of future bond issues are subject to change  Based on currently projected issuance, and assuming no growth in pledged revenues, MADS coverage for the CTF Bonds following the issuances shown above is projected to be 6.0x

CTF Projected Issuance*

Issuance Year Par Proceeds 2018* $225.0 million $258.9 million 2019 $225.0 million $258.8 million 2020 $300.0 million $345.0 million 2021 $225.0 million $258.8 million 2022 $65.0 million $74.8 million

*2018 Series A Offering *Preliminary, subject to change

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Pro Forma CTF Coverage for 2018 Series A Offering

Assuming no revenue growth, total projected debt service coverage on the 2018 Series A CTF Bonds is approximately 7.6x through FY2048.

CTF BOND DEBT SERVICE COVERAGE PROJECTION (1) ($000s)

(1) Estimated debt service coverage for fiscal year 2018 and thereafter is based on the Commonwealth’s projected revenues in fiscal year 2018, which is preliminary, unaudited and subject to change,and assuming no growth in such receipts in future years. Debt service projections for Bonds to be issued in fiscal years 2019 through 2023 are estimates based on current program needs and are subject to change. (2) Consists of (i) 17.104¢ per gallon of Chapter 64A Gasoline Tax, (ii) 100% of the Special Fuels Tax and Motor Carrier Tax, (iii) Registry Fees expected to be credited to the Commonwealth Transportation Fund pursuant to Section 34(iii) of Chapter 90, (iv) Projected Excess from Prior Pledged Funds (“Projected Excess” represents Prior Pledged Funds of 6.86¢ per gallon of the Chapter 64A Gasoline Tax after payment of debt service on the outstanding 1994 Trust Agreement Bonds) and (v) Direct Payments relating to the 2010 Bonds, reduced for the 6.6% reduction in subsidy payments projected during federal fiscal year 2018 by the Department of Treasury as a result of sequestration. (3) Reflects gross debt service on Prior CTF Bonds. (4) Assumes the aggregate issuance in fiscal years 2019 through 2022 of $937.3 million (which amount includes net premium) of Additional Bonds for the Accelerated Bridge Program and Rail Enhancement Program. Projected Debt Service on future issuance assumes current market rates.

1994 Trust Prior CTF Bonds SFY Agreement Prior CTF Bonds and 2018 Bonds Total Total CTF Total Ending Bonds Total Projected CTF Prior CTF Bonds Debt Service on and 2018 Bonds Debt Service Excess Debt Service on Bonds Debt Service Excess June 30 Debt Service Pledged Funds (2) Debt Service (3) 2018 Bonds Debt Service Coverage (1) Pledged Funds Future Bonds(4) Debt Service(4) Coverage(1) Pledged Funds 2019 29,818 1,362,014 166,141 10,306 176,448 7.7x 1,185,567

  • 176,448

7.7x 1,185,567 2020 29,822 1,362,011 166,143 13,339 179,481 7.6x 1,182,529 11,250 190,731 7.1x 1,171,279 2021 29,821 1,362,012 166,143 13,342 179,485 7.6x 1,182,527 27,259 206,744 6.6x 1,155,268 2022 29,821 1,362,011 166,140 13,343 179,483 7.6x 1,182,528 42,054 221,537 6.1x 1,140,475 2023

  • 1,391,832

169,818 13,593 183,411 7.6x 1,208,422 47,408 230,819 6.0x 1,161,013 2024

  • 1,391,832

169,815 13,599 183,415 7.6x 1,208,418 47,408 230,823 6.0x 1,161,010 2025

  • 1,391,480

169,775 13,593 183,368 7.6x 1,208,113 47,395 230,763 6.0x 1,160,717 2026

  • 1,391,099

169,725 13,590 183,315 7.6x 1,207,785 47,384 230,699 6.0x 1,160,401 2027

  • 1,390,666

169,675 13,584 183,259 7.6x 1,207,406 47,367 230,627 6.0x 1,160,039 2028

  • 1,390,208

169,622 13,576 183,198 7.6x 1,207,010 47,352 230,550 6.0x 1,159,658 2029

  • 1,389,725

169,557 13,580 183,138 7.6x 1,206,587 47,332 230,470 6.0x 1,159,255 2030

  • 1,389,215

169,499 13,571 183,070 7.6x 1,206,145 47,316 230,386 6.0x 1,158,829 2031

  • 1,388,677

169,433 13,563 182,995 7.6x 1,205,681 47,303 230,298 6.0x 1,158,379 2032

  • 1,388,098

169,358 13,561 182,919 7.6x 1,205,179 47,280 230,199 6.0x 1,157,899 2033

  • 1,387,487

169,279 13,564 182,843 7.6x 1,204,643 47,259 230,102 6.0x 1,157,385 2034

  • 1,386,841

169,206 13,552 182,758 7.6x 1,204,083 47,236 229,994 6.0x 1,156,847 2035

  • 1,386,158

169,120 13,544 182,664 7.6x 1,203,494 47,217 229,881 6.0x 1,156,277 2036

  • 1,385,437

169,031 13,541 182,572 7.6x 1,202,865 47,189 229,761 6.0x 1,155,676 2037

  • 1,384,674

168,932 13,536 182,467 7.6x 1,202,207 47,166 229,633 6.0x 1,155,041 2038

  • 1,383,804

168,830 13,523 182,353 7.6x 1,201,450 47,137 229,491 6.0x 1,154,313 2039

  • 1,382,709

168,695 13,518 182,213 7.6x 1,200,496 47,096 229,309 6.0x 1,153,400 2040

  • 1,381,553

168,547 13,510 182,056 7.6x 1,199,497 47,061 229,118 6.0x 1,152,435 2041

  • 1,380,331

168,397 13,502 181,899 7.6x 1,198,432 47,016 228,915 6.0x 1,151,416 2042

  • 1,380,331

168,402 13,495 181,897 7.6x 1,198,434 47,014 228,911 6.0x 1,151,420 2043

  • 1,380,331

168,401 13,497 181,898 7.6x 1,198,433 47,016 228,915 6.0x 1,151,416 2044

  • 1,380,331

168,397 13,503 181,900 7.6x 1,198,431 47,011 228,910 6.0x 1,151,421 2045

  • 1,380,331

168,398 13,500 181,898 7.6x 1,198,433 47,015 228,913 6.0x 1,151,418 2046

  • 1,380,331

168,396 13,500 181,895 7.6x 1,198,436 47,017 228,912 6.0x 1,151,419 2047

  • 1,380,331

22,050 43,025 65,075 21.2x 1,315,256 163,839 228,914 6.0x 1,151,417 2048

  • 1,380,331
  • 65,074

65,074 21.2x 1,315,257 163,838 228,912 6.0x 1,151,419 2049

  • 1,380,331
  • 1,380,331

228,911 228,911 6.0x 1,151,421

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Casey Overpass  Construction of a new fully accessible Orange Line Headhouse  Bicycle and pedestrian accommodations  Design and construction of a new Upper Busway Canopy for the Forest Hills Station  Connects transit-friendly Jamaica Plain neighborhood of Boston and unlocks development parcels that have spurred new housing production

CTF Capital Investments Drive Economic Development Activity

Funding from CTF Bonds has unlocked key development projects in the Commonwealth

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Knowledge Corridor  Improvements in intercity service between Springfield, Holyoke, Northampton, Greenfield, and Vermont further link the Pioneer River Valley economies.  Knowledge Corridor project elements include: − Cross-tie and track replacement along the Connecticut River Main Line − Construction of an underpass in Northampton − Improvements to bridges and platforms − Switch and signal upgrades − Leverages Springfield Union Station renovations Union Station in Springfield – Re-opened June 2017

CTF Capital Investments Drive Economic Development Activity

Funding from CTF Bonds has unlocked key development projects in the Commonwealth

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Silver Line to Chelsea  The Silver Line Gateway Project provides new, dedicated bus rapid transit (BRT) service connecting Chelsea and East Boston (via the Blue Line’s Airport Station) with the Red Line’s South Station and Seaport District in Boston  Silver line service began on April 21, 2018  Chelsea will become one of the only communities with direct access to both North and South Station  "In Chelsea…economic growth has been truly remarkable. The challenge for the City in this transition, is no longer attracting development—the interest is almost overwhelming."(1)

CTF Capital Investments Drive Economic Development Activity

 Recently permitted developments in Chelsea include:  Broadway Hotel – 104 Room new hotel development  Chelsea Clock Development – $50 million mixed use residential development with 692 housing units  Second Street Hotel – 106 Room Hampton Inn  French Club – 34 affordable housing units

Funding from CTF Bonds has unlocked key development projects in the Commonwealth

(1): Source: City of Chelsea -- https://www.chelseama.gov/planning-development/pages/economic-development

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Credit Summary

CTF is Among the Strongest Transportation Credits in the United States and Deserves the Highest Rating Level  CTF was created to be the Commonwealth's premier credit and achieve the highest ratings  CTF Pledged Funds are projected to total $1.392 billion in FY2018 derived from statewide taxes on a robust regional economy  Pledged Funds are diversified and include both Motor Fuels Tax and Registry Fees  CTF legal framework protects Pledged Funds and fully mitigates the risk of non-appropriation:  Massachusetts Constitution bars the use of Motor Fuel Taxes and Registry Fees for any non- transportation purpose  Commonwealth covenants not to impair rights and remedies of Trustee and owners of bonds under Trust Agreement with respect to collection and application of Pledged Funds  Trust Agreement covenant restricts the Commonwealth’s ability to reduce the revenues derived from Motor Fuel Taxes and Registry Fees  Special Obligation Act provides that, without a legislative appropriation to pay debt service, the Commonwealth may not expend Pledged Funds for any other use  Non-appropriation would create a shortfall in the Commonwealth's operating revenue of approximately $1.2 billion, or almost $100 million per month on average  Debt service coverage, including expected future issuances, is estimated to be approximately 6.0x  Strong ABT of 4.0x MADS

The Commonwealth is Seeking a “Aaa” Rating

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Transaction Timeline*

The financing schedule calls for the CTF 2018 Series A bonds to price and close in June

*Preliminary, subject to change

June

Financing Schedule*

Date Event June 5 Receive Ratings June 6 Mail Preliminary Official Statement June 19 Retail Order Period June 20 Pricing June 27 Closing

S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 2627 28 29 30

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Appendix – Projects to be Financed

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CTF Finances Transportation Infrastructure In Massachusetts

Commonwealth Transportation Fund (CTF) Revenue Bonds are currently issued under two programs: Rail Enhancement Program (REP)

  • Authorized by Chapter 79 of the Acts of 2014, which provides for the issuance of general obligation or special obligation bonds to

fund MassDOT capital expenditures and other rail improvements

  • Provides financing for certain significant rail improvement projects outside the MBTA’s regular capital program
  • REP authorized the issuance of $6.7 billion
  • MassDOT expects to fund portions of the following major REP projects with CTF bond proceeds:

Accelerated Bridge Program (ABP)

  • Authorized by Chapter 233 of the Acts of 2008 to finance the accelerated capital improvement of bridges and related infrastructure
  • $1.829 billion (including net premium) issued to date, with $1.876 billion authorized.
  • The Program exceeded its primary goal of reducing the number of structurally deficient bridges to below 450 by the program target

date of September 30, 2016.

  • The following projects will be funded in part with CTF bond proceeds:

Green Line Extension Silver Line to Chelsea Orange and Red Line Project Casey Overpass South Coast Rail Expansion Fairmount Line Improvements Knowledge Corridor Other REP Projects Longfellow Bridge John Greenleaf Whittier Memorial Bridge Fore River Bridge Woods Memorial Bridge West Main Street Bridge (Millbury)

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Massachusetts DOT Rail Enhancement Program

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Green Line Extension

 Extend the existing MBTA Green Line by utilizing two distinct branches within the existing railroad right-of-way: a “mainline” branch which will operate along the existing Lowell commuter rail line, beginning at a relocated Lechmere Station in Cambridge and traveling through Somerville to College Avenue in Medford; and a branch line operating within the right-of-way for the existing Fitchburg commuter rail line leading to Union Square in Somerville  The Green Line Extension project includes the following elements: − 4.4 miles of new Green Line track and relocation of 4 miles of existing commuter rail track − Relocated Lechmere Station anchoring transit-oriented development in Cambridge − Five additional new stations in Somerville and one new station in Medford − Roadway and traffic improvements − Reconstruction of bridges and construction of viaduct structures − Catenary, signals, communications and power to support the extension − Extension of the existing Somerville Community Path − 24 new Green Line vehicles − A new Green Line vehicle storage and maintenance facility  Following a comprehensive review of the Green Line Extension in 2016, MassDOT and MBTA revised the project scope with a new cost estimate of $2.3 billion and presented an updated finance plan to the Federal Transit Authority (FTA) in June 2017. Subsequently, FTA’s concurrence on the revised project scope and cost estimate was issued and the MBTA executed a design-build contract with GLX Constructors for a not-to-exceed contract price of $1.082 billion. The notice to proceed was issued in December 2017, following the FTA

  • bligating the initial tranche of grant funds.

 Proceeds of 2018A CTF Bonds will be applied to the Commonwealth’s share of the costs of the Green Line Extension project related to certain contracts already underway

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Red and Orange Line Improvements Program

 Program includes procurement and replacement of new Orange Line and Red Line vehicles to improve reliability accessibility and energy efficiency as well as associated improvements to maintenance facilities, track and signal infrastructure to accommodate the new fleet and to address the state of good repair needs of the MBTA  New cars will feature increased capacity and additional seating, wider and electrically operated doors, accessible areas in each car, LED lighting, updated HVAC systems and improved communication systems  The Red and Orange Line Improvements program includes the following elements: − New Vehicles:

  • 152 new Orange Line vehicles
  • 132 new Red Line vehicles

− Orange Line infrastructure improvements:

  • Wellington maintenance facility improvements and expansion
  • Rehabilitation of existing test track for Orange Line vehicles
  • Improvement and expansion of tracks 35-38 at Wellington Yard
  • Wellington Yard upgrades

− Red Line infrastructure improvements:

  • Cabot maintenance facility improvements
  • A new test track
  • Cabot Yard upgrades

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South Coast Rail Extension

 This project involves early action items for the expansion of commuter rail service approximately 50 miles from Boston to Taunton, New Bedford, and Fall River. South Coast Rail Extension early action items include: − Fully upgraded and completed one grade crossing in Taunton, one grade crossing in New Bedford, and three grade crossings in Freetown − Track work in Freetown and New Bedford has been fully completed − Four bridge replacements in New Bedford and Fall River are fully funded and are substantially completed − Upgrades, replacement and/or improvements to culverts along lines − Tie replacement along the Middleborough line − Four bridge replacements under the footprint bridge exemption − South Coast Rail Expansion project design − Evaluation of an alternative route

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Fairmount Line Improvements

 Will provide various improvements to the Fairmount commuter rail line  The Fairmount Line runs from South Station to Hyde Park  Fairmount Line Improvements include the following: − Upgrades to two Fairmount Line stations and the addition of four new stations − Reconstruction of six bridges − Construction of a new track interlocking switching system − Signal system upgrades

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Accelerated Bridge Program

Fore River Bridge

  • The project includes the replacement of the temporary Fore River Bridge with a permanent bridge

(State Route 3A) over the Fore River in Quincy and Weymouth

  • The bridge supports 32,000 vehicles daily
  • Substantial Completion Forecast: December 2018

Longfellow Bridge

  • Longfellow Bridge is a major transportation link between the City of Cambridge and the City of

Boston and serves 28,600 vehicles , as well as bicycle and pedestrian traffic

  • The bridge accommodates 28,600 vehicles daily as well as the MBTA Red Line with an estimated

daily passenger load of 90,000

  • Substantial Completion Forecast: Late 2018

John Greenleaf Whittier Memorial Bridge

  • The existing 6-lane bridge, which connects Newburyport and Amesbury over the Merrimack River,

will be replaced with a new 8 lane structure matching the existing 8-lane roadway cross section to the south

  • The bridge currently accommodates 70,000 vehicles daily
  • Widening of the bridge will provide for a consistent 8-lane cross section throughout the I-95 corridor
  • Substantial Completion Forecast: Late Summer 2018

Woods Memorial Bridge

  • Replacement of existing non-operating drawbridge with a new fixed bridge between the City of

Everett and the City of Medford and the Revere Beach Parkway (State Route 16)

  • Substantial Completion Forecast: Spring 2019

Millbury Bridge

  • Replacement of bridge over West Main Street in Millbury, includes replacing 3-span structure with a

single span structure

  • Widening bridge to accommodate four travel lanes
  • Substantial Completion Forecast: Spring 2020