PUBLIC FINANCE MANAGEMENT BOARD FY 2018 Annual Documentation

The Office of Rhode Island General Treasurer Seth M. Magaziner September 2019

FY 2018 PFMB Annual Documentation In 2016, at the request of General Treasurer Seth Magaziner, the Rhode Island General Assembly enacted a series of reforms to strengthen Rhode Island’s debt management practices, including improved research and reporting, stronger oversight, and policies aimed at providing taxpayer savings through more efficient bond issuance. The Public Finance Management Board (PFMB), a volunteer Board of public finance experts formed to advise state and municipal issuers of public debt, has worked with Office of the General Treasurer staff to effectuate these goals. Included among the new policies adopted in 2016 is a new requirement that the PFMB publish a comprehensive study of Debt Affordability no less than every two years. The most recent study was released on July 25, 2019 and can be accessed at www.debt.treasuryri.gov. These Debt Affordability Studies contain robust information about the amount of public borrowing at the state, quasi-public and municipal levels, comparisons to peers and rating agency guidance, and a range of information on best practices for public debt management. Chapter 42-10.1-8 of Rhode Island General Law also requires the PFMB to provide certain data to the General Assembly on an annual basis, including: • Information on state debt outstanding • PFMB revenue and expense data • PFMB meeting minutes • Ratings reports from state debt issuances Pursuant to RIGL, this information for FY 2018 is included herein. In addition to collecting and publishing key information related to public borrowing in Rhode Island, the PFMB has recently launched a successful and well-attended series of educational events for public finance professionals in the state, has provided advisory opinions to the General Assembly on proposed legislation and has continued its traditional function of allocating tax-exempt volume capacity to quasi-public agencies. The PFMB and Office of the General Treasurer staff are available to answer any questions about this material and stand ready and willing to assist all stakeholders interested in learning more about public liabilities at the state and local level.

Information on FY 2018 state debt outstanding

State of Rhode Island Office of the General Treasurer Debt Service System Inventory by Maturity Date

Amount of Principal Interest Principal Interest Original Maturity Paid in Paid in Outstanding Outstanding Issue Description of Issue Year Series Date FY 18 FY 18 6/30/2018 6/30/2018

8,500,000.00 G.O. CDL of 2007, Series B (Federally Taxable) 2007 B 8/1/2017 1,095,000.00 30,112.50 0.00 0.00 8,500,000.00 G.O. CDL of 2008, Series C (Federally Taxable) 2008 C 2/1/2018 1,140,000.00 75,925.00 0.00 0.00 12,445,000.00 G.O. CCDL of 2008, Refunding Series D 2008 Refunding Series D 2/1/2018 1,790,000.00 93,975.00 0.00 0.00 40,865,000.00 G.O. CCDL of 2010, Series B (Tax Exempt) 2010 B 4/1/2019 0.00 53,100.00 1,770,000.00 53,100.00 23,800,000.00 G.O. CDL of 2010, Series D (Federally Taxable) 2010 D 4/1/2020 2,665,000.00 320,966.76 4,495,000.00 283,094.96 78,960,000.00 G.O. CCDL of 2010, Refunding Series A 2010 Refunding Series A 10/1/2020 140,000.00 1,406,050.00 31,255,000.00 2,194,725.00 8,000,000.00 LPC, Central Power Plant Project - 2017 Refunding Series E 2017 Refunding Series E 10/1/2020 1,735,000.00 251,069.44 6,265,000.00 479,875.00 11,805,000.00 LPC, Energy Conservation Project - 2009 Series B 2009 B 4/1/2021 1,190,000.00 258,462.50 4,195,000.00 425,662.50 13,165,000.00 G.O. CCDL of 2016, Series B (Federally Taxable) 2016 B 5/1/2021 2,595,000.00 159,093.76 7,990,000.00 264,556.26 53,800,000.00 G.O. CCDL of 2016, Refunding Series C (Tax-Exempt) 2016 Refunding Series C 8/1/2022 16,880,000.00 2,268,000.00 36,920,000.00 3,679,250.00 17,520,000.00 LPC, Energy Conservation Project - 2013 Series C 2013 C 4/1/2023 1,680,000.00 549,700.00 9,650,000.00 1,494,750.00 9,170,000.00 LPC, Information Technology Project - 2013 Series D 2013 D 4/1/2023 880,000.00 233,850.00 4,965,000.00 619,300.00 5,005,000.00 LPC, Energy Conservation Project - 2017 Refunding Series C 2017 Refunding Series C 5/1/2023 690,000.00 215,493.06 4,315,000.00 573,500.00 36,310,000.00 LPC, Kent County Courthouse Project - 2013 Refunding Series A 2013 Refunding Series A 10/1/2023 3,370,000.00 1,246,050.00 23,940,000.00 3,745,900.00 36,575,000.00 LPC, Training School Project - 2013 Refunding Series B 2013 Refunding Series B 10/1/2024 2,940,000.00 1,272,950.00 24,895,000.00 4,586,325.00 15,290,000.00 LPC, Traffic Tribunal Project - 2013 Refunding Series E 2013 Refunding Series E 10/1/2024 1,235,000.00 441,100.00 10,085,000.00 1,625,900.00 11,650,000.00 LPC, Pastore Center Energy Conservation Project - 2014 Series A 2014 A 11/1/2024 1,020,000.00 433,550.00 8,705,000.00 1,455,025.00 30,380,000.00 LPC, Information Technology Project - 2014 Series C 2014 C 11/1/2024 2,650,000.00 1,204,250.00 22,760,000.00 4,210,250.00 78,700,000.00 G.O. CCDL of 2014, Refunding Series A 2014 Refunding Series A 11/1/2025 10,310,000.00 2,976,700.00 56,720,000.00 8,523,725.00 31,980,000.00 LPC, Energy Conservation Project - 2011 Series A 2011 A 4/1/2026 3,310,000.00 540,450.00 12,080,000.00 1,389,400.00 9,050,000.00 LPC, Nursing Education Center Project - 2017 Series A 2017 A 6/1/2027 740,000.00 427,361.11 8,310,000.00 2,212,250.00 122,950,000.00 G.O. CCDL of 2012, Refunding Series A 2012 Refunding Series A 8/1/2027 11,035,000.00 4,992,931.26 95,875,000.00 14,587,471.97 175,155,000.00 G.O. CCDL of 2015, Refunding Series A 2015 Refunding Series A 8/1/2027 24,770,000.00 7,275,700.00 142,800,000.00 34,242,900.00 162,115,000.00 G.O. CCDL of 2014, Refunding Series D (Tax-Exempt) 2014 Refunding Series D 8/1/2027 60,000.00 7,916,550.00 161,120,000.00 46,291,975.00 35,100,000.00 G.O. CCDL of 2018, Series B (Federally Taxable) 2018 B 4/1/2028 0.00 0.00 35,100,000.00 7,330,443.73 19,635,000.00 LPC, School for the Deaf Project - 2017 Refunding Series D 2017 Refunding Series D 4/1/2029 0.00 763,583.33 19,635,000.00 6,631,750.00 7,465,000.00 LPC, R. I. College Energy Conservation Project - 2014 Series B 2014 B 11/1/2029 340,000.00 252,875.00 7,125,000.00 1,680,312.50 80,000,000.00 G.O. CDL of 2010, Series C 2010 C 4/1/2030 0.00 4,479,957.00 80,000,000.00 35,896,991.62 145,035,000.00 G.O. CCDL of 2011, Series A 2011 A 8/1/2030 0.00 1,199,037.50 25,795,000.00 5,193,006.25 66,920,000.00 G.O. CCDL of 2017, Refunding Series B (Tax-Exempt) 2017 Refunding Series B 8/1/2031 0.00 2,435,144.45 66,920,000.00 36,651,000.00 6,910,000.00 LPC, U.R.I. Energy Conservation Project - 2017 Series B 2017 B 6/1/2032 0.00 313,083.33 6,910,000.00 2,801,500.00 81,400,000.00 G.O. CCDL of 2012, Series B 2012 B 10/15/2032 3,140,000.00 2,891,062.50 66,690,000.00 23,806,843.75 40,650,000.00 G.O. CCDL of 2013, Series A (Tax-Exempt) 2013 A 10/15/2033 0.00 1,613,487.50 33,685,000.00 14,837,031.27 12,500,000.00 G.O. CDL of 2013, Series B (Federally Taxable) 2013 B 10/15/2033 495,000.00 451,255.48 10,575,000.00 4,373,747.75 33,625,000.00 G.O. CCDL of 2014, Series B (Tax-Exempt) 2014 B 11/1/2034 1,120,000.00 1,528,750.00 30,360,000.00 14,695,175.00 12,500,000.00 G.O. CDL of 2014, Series C (Federally Taxable) 2014 C 11/1/2034 500,000.00 378,512.86 11,015,000.00 3,896,713.57 58,835,000.00 G.O. CCDL of 2016, Series A (Tax-Exempt) 2016 A 5/1/2036 120,000.00 2,073,700.00 58,545,000.00 22,282,050.00 91,000,000.00 G.O. CCDL of 2017, Series A (Tax-Exempt) 2017 A 5/1/2037 2,910,000.00 3,840,466.67 88,090,000.00 40,172,250.00 114,275,000.00 G.O CCDL of 2018, Series A (Tax-Exempt) 2018 A 4/1/2038 0.00 0.00 114,275,000.00 59,019,140.32

102,545,000.00 56,864,306.01 1,333,830,000.00 412,206,891.45 56,864,306.01 1,333,830,000.00 Total Principle and Interest Paid in FY Total outstanding debt @ 2018 159,409,306.01 6/30/18 1,746,036,891.45 State of Rhode Island - Office of the General Treasurer Schedule of Tax Supported Debt As of 6/30/18

Principal Interest Principal Interest Maturity Paid in Paid in Outstanding Outstanding Description of Issue Date FY 18 FY 18 6/30/2018 6/30/2018 General Obligation Bonds

G.O. CDL of 2007, Series B (Federally Taxable) 8/1/2017 1,095,000.00 30,112.50 0.00 0.00 G.O. CDL of 2008, Series C (Federally Taxable) 2/1/2018 1,140,000.00 75,925.00 0.00 0.00 G.O. CCDL of 2008, Refunding Series D 2/1/2018 1,790,000.00 93,975.00 0.00 0.00 G.O. CCDL of 2010, Series B (Tax Exempt) 4/1/2019 0.00 53,100.00 1,770,000.00 53,100.00 G.O. CDL of 2010, Series D (Federally Taxable) 4/1/2020 2,665,000.00 320,966.76 4,495,000.00 283,094.96 G.O. CCDL of 2010, Refunding Series A 10/1/2020 140,000.00 1,406,050.00 31,255,000.00 2,194,725.00 G.O. CCDL of 2016, Series B (Federally Taxable) 5/1/2021 2,595,000.00 159,093.76 7,990,000.00 264,556.26 G.O. CCDL of 2016, Refunding Series C (Tax-Exempt) 8/1/2022 16,880,000.00 2,268,000.00 36,920,000.00 3,679,250.00 G.O. CCDL of 2014, Refunding Series A 11/1/2025 10,310,000.00 2,976,700.00 56,720,000.00 8,523,725.00 G.O. CCDL of 2012, Refunding Series A 8/1/2027 11,035,000.00 4,992,931.26 95,875,000.00 14,587,471.97 G.O. CCDL of 2015, Refunding Series A 8/1/2027 24,770,000.00 7,275,700.00 142,800,000.00 34,242,900.00 G.O. CCDL of 2014, Refunding Series D (Tax-Exempt) 8/1/2027 60,000.00 7,916,550.00 161,120,000.00 46,291,975.00 G.O. CCDL of 2018, Series B (Federally-Taxable) 4/1/2028 0.00 0.00 35,100,000.00 7,330,443.73 G.O. CDL of 2010, Series C 4/1/2030 0.00 4,479,957.00 80,000,000.00 35,896,991.62 G.O. CCDL of 2011, Series A 8/1/2030 0.00 1,199,037.50 25,795,000.00 5,193,006.25 G.O. CCDL of 2017, Refunding Series B (Tax-Exempt) 8/1/2031 0.00 2,435,144.45 66,920,000.00 36,651,000.00 G.O. CCDL of 2012, Series B 10/15/2032 3,140,000.00 2,891,062.50 66,690,000.00 23,806,843.75 G.O. CCDL of 2013, Series A (Tax-Exempt) 10/15/2033 0.00 1,613,487.50 33,685,000.00 14,837,031.27 G.O. CDL of 2013, Series B (Federally Taxable) 10/15/2033 495,000.00 451,255.48 10,575,000.00 4,373,747.75 G.O. CCDL of 2014, Series B (Tax-Exempt) 11/1/2034 1,120,000.00 1,528,750.00 30,360,000.00 14,695,175.00 G.O. CDL of 2014, Series C (Federally Taxable) 11/1/2034 500,000.00 378,512.86 11,015,000.00 3,896,713.57 G.O. CCDL of 2016, Series A (Tax-Exempt) 5/1/2036 120,000.00 2,073,700.00 58,545,000.00 22,282,050.00 G.O. CCDL of 2017, Series A (Tax-Exempt) 5/1/2037 2,910,000.00 3,840,466.67 88,090,000.00 40,172,250.00 G.O. CCDL of 2018 Series A (Tax-Exempt) 4/1/2038 0.00 0.00 114,275,000.00 59,019,140.32

Total General Obligation Bonds 80,765,000.00 48,460,478.24 1,159,995,000.00 378,275,191.45 Principal Interest Principal Interest Maturity Paid in Paid in Outstanding Outstanding Description of Issue Date FY 18 FY 18 6/30/2018 6/30/2018 Capital Leases LPC, Central Power Plant Project - 2017 Refunding Series E 10/1/2020 1,735,000.00 251,069.44 6,265,000.00 479,875.00 LPC, Energy Conservation Project - 2009 Series B 4/1/2021 1,190,000.00 258,462.50 4,195,000.00 425,662.50 LPC, Energy Conservation Project - 2013 Series C 4/1/2023 1,680,000.00 549,700.00 9,650,000.00 1,494,750.00 LPC, Information Technology Project - 2013 Series D 4/1/2023 880,000.00 233,850.00 4,965,000.00 619,300.00 LPC, Energy Conservation Project - 2017 Refunding Series C 5/1/2023 690,000.00 215,493.06 4,315,000.00 573,500.00 LPC, Kent County Courthouse Project - 2013 Refunding Series A 10/1/2023 3,370,000.00 1,246,050.00 23,940,000.00 3,745,900.00 LPC, Training School Project - 2013 Refunding Series B 10/1/2024 2,940,000.00 1,272,950.00 24,895,000.00 4,586,325.00 LPC, Traffic Tribunal Project - 2013 Refunding Series E 10/1/2024 1,235,000.00 441,100.00 10,085,000.00 1,625,900.00 LPC, Pastore Center Energy Conservation Project - 2014 Series A 11/1/2024 1,020,000.00 433,550.00 8,705,000.00 1,455,025.00 LPC, Information Technology Project - 2014 Series C 11/1/2024 2,650,000.00 1,204,250.00 22,760,000.00 4,210,250.00 LPC, Energy Conservation Project - 2011 Series A 4/1/2026 3,310,000.00 540,450.00 12,080,000.00 1,389,400.00 LPC, Nursing Education Center Project - 2017 Series A 6/1/2027 740,000.00 427,361.11 8,310,000.00 2,212,250.00 LPC, School for the Deaf Project - 2017 Refunding Series D 4/1/2029 0.00 763,583.33 19,635,000.00 6,631,750.00 LPC, R. I. College Energy Conservation Project - 2014 Series B 11/1/2029 340,000.00 252,875.00 7,125,000.00 1,680,312.50 LPC, U.R.I. Energy Conservation Project - 2017 Series B 6/1/2032 0.00 313,083.33 6,910,000.00 2,801,500.00

Total Capital Leases 21,780,000.00 8,403,827.77 173,835,000.00 33,931,700.00

R.I. Economic Development Corporation Job Creation Guaranty Program II 11/1/2020 0.00 0.00 2,250,000.00 301,265.63 URI Power Plant 11/1/2020 1,115,000.00 176,000.00 2,405,000.00 181,750.00 Fidelity Building I 5/1/2021 1,833,705.00 654,820.00 6,518,887.00 981,980.00 Job Creation Guaranty Program 11/1/2021 9,455,000.00 2,923,881.00 33,000,000.00 3,963,351.00 Redevelopment of I-195 Land 4/1/2023 0.00 877,601.28 38,400,000.00 13,528,576.00 Historic Structures Tax Credit Fund 5/15/2024 28,230,000.00 2,884,368.00 51,995,000.00 5,061,784.00 Fidelity Building II 5/1/2027 476,970.00 148,781.00 6,229,700.00 2,356,783.00 Fleet Bank 5/1/2027 0.00 0.00 6,525,000.00 2,912,697.00 Transportation Motor Fuel 6/15/2027 0.00 948,458.00 35,020,000.00 8,517,750.00 Agency Payments (6,913,775.00)

Total R.I. Economic Development Corporation 41,110,675.00 8,613,909.28 175,429,812.00 37,805,936.63

Convention Center Authority 5/15/2035 9,765,000.00 9,599,003.00 186,595,000.00 66,977,921.00

Grand Total 153,420,675.00 75,077,218.29 1,695,854,812.00 516,990,749.08

PFMB Revenue and Expense Data

Public Finance Management Board

FY 2017 FY 2018 FY 2019 10.067.1910994 Revenues $ 335,588 $ 274,732 $ 278,694

10.067.1910104 Expenditures Personnel $ 275,588 $ 248,667 $ 233,835 Annual Retainer for F.A. $ 37,500 $ 30,000 $ 30,000 Debt Study Expense $ 76,697 $ - $ - Debt Portal Expense $ 36,000 $ 6,423 $ - Legal $ 32,431 $ 21,376 $ 29,940 Banking and Debt Mng Fees $ 7,030 $ - $ - All other Operating $ 7,136 $ 7,287 $ 51,521 * Total Expenditures $ 472,381 $ 313,753 $ 345,296

*FY19 other operating expenses includes payment to FA for PawSox analysis The Public Management Board Summary of Debt Issuance by Quasi‐Agency and The State of Rhode Island Fiscal Year 2018

Date of Maturity Original Issue PFMB Fee Total Fee Date Agency Bond Issuance Issuance Date Amount Due Received Received

Higher Education Facility Revenue RI Health & Educational Building Bonds (Providence College Issue) Corporation Series 2017 3/29/2017 11/1/2047 $46,415,000.00 $11,603.75 $11,603.75 7/20/2017

Educational Facilities Revenue RI Health & Educational Building Bonds Meeting Street Issue, Series Corporation 2017 6/15/2017 6/15/2047 $20,000,000.00 $5,000.00 $5,000.00 12/22/2017 Public Schools Revenue Bond Financing Program Revenue Bonds, RI Health & Educational Building Series 2017 H (City of Cranston Corporation Issue) 7/20/2017 51/15/2038 $5,000,000.00 $1,250.00 $1,250.00 8/10/2017 Public Schools Revenue Bond Financing Program Revenue Bonds, RI Health & Educational Building Series 2017 G (Town of North Corporation Providence) 7/11/2017 5/15/2042 $36,655,000.00 $9,163.75 $9,163.75 8/3/2017

Higher Education Facilities Revenue RI Health & Educational Building Bonds (Brown University Issue) Corporation Series 2017 A 7/19/2017 9/1/2047 $141,125,000.00 $35,281.25 $35,281.25 7/19/2017 Higher Education Facility Revenue Bonds Council on Postsecondary RI Health & Educational Building Education University of RI Auxiliary Corporation Enterprise Revenue Issue, Series 10/17/2017 9/15/2047 $76,895,000.00 $19,223.75 $19,223.75 10/17/2017 Higher Education Facility Revenue Bonds Council on Postsecondary RI Health & Educational Building Education University of RI Auxiliary Corporation Enterprise Revenue Refunding Issue 10/17/2017 9/15/2040 $35,560,000.00 $8,890.00 $8,890.00 10/17/2017 Higher Education Facility Revenue Bonds Council on Postsecondary RI Health & Educational Building Education University of RI Corporation Educational and General Revenue 10/17/2017 9/15/2047 $4,235,000.00 $1,058.75 $1,058.75 10/17/2017 Higher Education Facility Revenue Bonds Council on Postsecondary RI Health & Educational Building Education University of RI Corporation Educational and General Revenue 10/17/2017 9/15/2024 $6,525,000.00 $1,631.25 $1,631.25 10/17/2017

Public School Revenue Bond RI Health & Educational Building Financing Program Revenue Bonds Corporation Series 2017 I City of Warwick Issue 11/16/2017 5/15/2032 $4,460,000.00 $1,115.00 $1,115.00 11/15/2017 Public School Revenue Bond Financing Program Revenue Bonds RI Health & Educational Building Series 2017 J‐1 Chariho Regional Corporation School District Issue 11/16/2017 5/15/2027 $4,975,000.00 $1,243.75 $1,243.75 11/15/2017 Public School Revenue Bond Financing Program Revenue Bonds RI Health & Educational Building Series 2017 J‐2 Chariho Regional Corporation School District Refunding Issue 11/16/2017 5/15/2031 $6,345,000.00 $1,586.25 $1,586.26 11/15/2017

RI Health & Educational Building Revenue Bonds (Portsmouth Abbey Corporation School Issue) Series 2017 A ‐ ‐ $8,000,000.00 $2,000.00 $2,000.00 11/22/2017

RI Health & Educational Building Revenue Bonds (Portsmouth Abbey Corporation School Issue) Series 2017 B ‐ ‐ $7,000,000.00 $1,750.00 $1,750.00 11/22/2017

RI Infrastructure Bank Bond Anticipation Note 12/13/2017 11/30/2018 $6,000,000.00 $1,500.00 $1,500.00 12/13/2017

Bond Anticipation Note 2017 Series RI Infrastructure Bank A 12/7/2017 11/30/2018 $10,000,000.00 $2,500.00 $2,500.00 12/7/2017 Multifamily Note (Lippitt Mill RI Housing & Mortgage Finance Corp Apartment Project) Series 2017 12/29/2017 1/1/2035 $9,000,000.00 $2,250.00 $2,250.00 7/9/2018

Multi‐Family Development Bonds RI Housing & Mortgage Finance Corp 2017 Series 4‐A (Non AMT) 12/21/2017 10/1/2037 $17,585,000.00 $4,396.25 $4,396.25 3/5/2018

Multi‐Family Development Bonds RI Housing & Mortgage Finance Corp 2017 Series 4‐B (Non AMT) 12/21/2017 10/1/2037 $34,345,000.00 $8,586.25 $8,586.25 3/5/2018

Multifamily Note (Oxford Place/Garden Apartments) Series RI Housing & Mortgage Finance Corp 2017 A and Series B 1/8/2018 12/1/2052 $11,850,000.00 $2,962.50 $2,962.50 1/8/2018

(Capital Improvement Program Projects) Revenue Bonds, 2017 Providence Public Buildings Authority Series A 12/7/2017 9/15/2037 $34,535,000.00 $8,633.75 $8,633.75 12/6/2017

Refunding Revenue Bonds, 2017 The Convention Center Authority Series A (Federally Taxable) 12/20/2017 5/15/2027 $68,720,000.00 $17,180.00 $17,180.00 12/20/2017

Motor Fuel Tax Revenue Refunding RI Commerce Corporation Bonds (RI DOT) Series 2017 A 11/8/2017 6/15/2027 $35,020,000.00 $8,755.00 $8,755.00 11/30/2017 Economic Development Revenue Bonds Providence Country Day School Project Series 2017 A and RI Commerce Corporation 2017 B 12/28/2017 12/28/2017 $3,500,000.00 $875.00 $875.00 12/28/2017 Reissuance of Health Facilities Revenue Refunding Bond RI Health & Educational Building Thundermist Health Center Issue Corporation Series 2011 A 1/12/2018 8/1/2030 $2,601,603.87 $650.40 $650.40 1/19/2018 Reissuance of Health Facilities Revenue Bond Blackstone Valley RI Health & Educational Building Community Health Care Issue Series Corporation 2011 A 2/15/2018 8/1/2041 $5,747,758.77 $1,436.94 $1,436.94 2/15/2018

RI Health & Educational Building Town of Scituate General Obligation Corporation Bond 5/8/2018 5/15/2038 $4,740,000.00 $1,185.00 $1,185.00 5/30/2018

Public Schools Revenue Bond RI Health & Educational Building Financing Program Revenue Bonds, Corporation Series 2018 (City of Pawtucket) 6/13/2018 11/15/2038 $18,690,000.00 $4,672.50 $4,672.50 6/13/2018

Water Pollution Control Revolving Fund Revenue Bonds Series 2018 RI Infrastructure Bank (Green Bonds) 4/25/2018 10/1/2037 $17,715,000.00 $4,428.75 $4,428.75 4/23/2018

Municipal Road and Bridge Revolving Fund Revenue Bonds RI Infrastructure Bank Series 2018 A 6/13/2018 10/1/2037 $13,965,000.00 $3,491.25 $3,491.25 6/20/2018

Safe Drinking Water Revolving Fund RI Infrastructure Bank Revenue Bonds, Series 2018 A 6/19/2018 10/1/2022 $5,000,000.00 $1,250.00 $1,250.00 6/19/2018

Student Loan Program Revenue RI Student Loan Authority Bonds, 2018 Senior Series A 4/19/2018 12/1/2025 $72,325,000.00 $18,081.25 $18,081.25 6/28/2018

Garrahy Parking Garage Lease The Convention Center Authority Revenue Bonds 2018 Series A 3/6/2018 5/15/2042 $45,000,000.00 $11,250.00 $11,250.00 3/22/2018

General Obligations Bonds CCDL of State of Rhode Island 2018 Series A (Tax‐Exempt) 4/18/2018 4/1/2038 $114,275,000.00 $28,568.75 $28,568.75 4/18/2018 General Obligations Bonds CCDL of State of Rhode Island 2018 Series B (Federally Taxable) 4/18/2018 4/1/2028 $35,100,000.00 $8,775.00 $8,775.00 4/18/2018

Economic Development Revenue Refund Bonds Ocean Community RI Commerce Corporation YMCA, Series 2018 4/13/2018 4/13/2018 $3,459,590.00 $864.90 $864.89 4/13/2018 First Lien Special Facility Revenue Refunding Bonds Series 2018 Rhode Island Airport Corporation RI Commerce Corporation Intermodal Facility Project 2/28/2018 7/1/2036 $39,185,000.00 $9,796.25 $9,796.25 7/23/2018

Total Amount of PFMB Fee PFMB Issuances Due Collected $1,011,548,952.64 $252,887.24 $252,887.24 The Public Finance Management Board Summary of Debt Issuance by Cities and Towns Fiscal Year 2018

PFMB Fee Total Fee City or Town Bond Issuance Original Issue Amount PFMB Fee Due Date Received Percentage Received

G.O. Bond Anticipation Note, Ser. City of Pawtucket, R. I. 2017‐1 dtd 6/14/17 $17,950,000.00 0.00025 $4,487.50 $4,487.50 6/14/2017

G.O. Bond Anticipation Note, Ser. City of Pawtucket, R. I. 2017‐2 dtd 6/28/17 $2,450,000.00 0.00025 $612.50 $612.50 6/14/2017

G.O. Bond, 2017 Series B dated Town of West Warwick, R. I. 10/3/17 $6,159,000.00 0.00025 $1,539.75 $1,539.75 10/24/2017

G.O. Refunding Bonds, Series 2017 Town of West Warwick, R. I. A $6,890,000.00 0.00025 $1,722.50 $1,722.50 7/19/2017

Town of Westerly, R. I. G.O. Refunding Bonds $3,890,000.00 0.00025 $972.50 $972.50 7/19/2017

G.O. Refunding Bonds, 2017 Series City of Central Falls, R. I. A $5,435,000.00 0.00025 $1,358.75 $1,358.75 7/25/2017

Water System Revenue Bonds Pascoag Utility District dated 8/10/17 $1,920,000.00 0.00025 $480.00 $480.00 9/29/2017

Tax‐Exempt Lease ‐ Pierce Pumper Charlestown Fire District Fire Truck $250,000.00 0.00025 ‐ ‐‐ Limited Obligation Efficient Town of Hopkinton, R. I. Buildings Bonds dtd 12/13/17 $221,000.00 0.00025 ‐ ‐‐

Town of West Warwick, R. I. Lease Obligations $545,575.00 0.00025 ‐ ‐‐

Limited Obligation Efficient City of East Providence, R. I. Buildings Bonds dtd 12/13/17 $2,370,000.00 0.00025 ‐ ‐‐

Town of Johnston, R. I. G.O. Bond, Series 2017 A $2,435,000.00 0.00025 $608.75 $608.75 8/16/2017

Town of South Kingstown, R. I. G.O. Bonds. $5,420,000.00 0.00025 $1,355.00 $1,355.00 8/31/2017

G.O. Bond Anticipation Notes City of Cranston, Rhode Island dated 9/7/17 $10,840,000.00 0.00025 $2,710.00 $2,710.00 9/7/2017

G.O. Refunding Bonds, 2017 Series Town of Burrillville A dated 9/7/17 $2,780,000.00 0.00025 $695.00 $695.00 9/7/2017

Master Equipment Lease/Purchase City of Warwick, Rhode Island Agreement $1,527,826.02 0.00025 ‐ ‐‐

G.O. Judgment Bonds, Series 2017 Town of Bristol, Rhode Island D $1,435,000.00 0.00025 $358.75 $358.75 10/18/2017

G.O. Bonds 2017 ‐ No C.O.I. from Town of Richmond, R. I. bond proceeds $2,501,000.00 0.00025 $625.25 $625.25 10/17/2017 Town of Scituate, R. I. Community Septic Note $300,000.00 0.00025 ‐ ‐

G.O. Bond Anticipation Note dated Tiverton Wastewater District 10/20/17 $2,000,000.00 0.00025 $500.00 $500.00 10/25/2017

G.O. Municipal Road and Bridge Town of New Shoreham Bonds $449,000.00 0.00025 ‐ ‐‐

S.O. Efficient Buildings Bond Town of Warren 2017A dated 12/13/17 $42,000.00 0.00025 ‐ ‐‐

S.O. Efficient Buildings Bond Town of Warren 2017B dated 12/13/17 $462,000.00 0.00025 ‐ ‐‐

General Obligation Bonds, Series Town of New Shoreham 2017 A $1,400,000.00 0.00025 $350.00 $350.00 11/30/2017

G.O. Refunding Bonds, Series 2017 Town of New Shoreham B dated 11/20/17 $1,635,000.00 0.00025 $408.75 $408.75 11/30/2017

Special Obligation School Building City of Providence, R. I. Authority Capital $341,698.00 0.00025 ‐ ‐‐

G.O. Efficient Building Funds Town of Westerly, R. I. Bonds $250,000.00 0.00025 ‐ ‐‐

WILL BE PAID BY City of East Providence, R. I. Water System Revenue Bonds $1,850,000.00 0.00025 RIIB ‐‐ WILL BE PAID BY Town of Narragansett General Obligation Bond $12,029,000.00 0.00025 RIHEBC ‐‐

WILL BE PAID BY Town of Scituate General Obligation Bond $2,346,000.00 0.00025 RIHEBC ‐‐

WILL BE PAID BY Town of Middletown General Obligation Bond $9,750,000.00 0.00025 RIHEBC ‐‐

WILL BE PAID BY Town of Tiverton General Obligation Bond $19,835,000.00 0.00025 RIHEBC ‐‐

WILL BE PAID BY Town of Cranston General Obligation Bond $5,000,000.00 0.00025 RIHEBC ‐‐

WILL BE PAID BY City of Warwick General Obligation Bond $4,460,000.00 0.00025 RIHEBC ‐‐

G.O. Bonds, 2018 Series A dated Town of Cumberland 3/22/18 $12,500,000.00 0.00025 $ 3,125.00 $3,125.00 3/21/2018

G.O. Tax Anticipation Notes, 2018 Town of Cumberland Series 1 $6,000,000.00 0.00025 $ 1,500.00 $1,500.00 3/21/2018

Town of Warren General Obligation Bonds $5,525,000.00 0.00025 $ 1,381.25 $1,381.25 6/12/2018

City of Providence G.O. Revenue Anticipation Notes $5,000,000.00 0.00025 $ 1,250.00 $1,250.00 4/27/2018 City of East Providence Tax Anticipation Notes $17,500,000.00 0.00025 $ 4,375.00 $4,375.00 3/28/2018

Town of Scituate General Obligation Bonds $3,060,000.00 0.00025 $ 765.00 $765.00 5/3/2018

Tax‐Exempt General Revenue Bristol County Water Authority Bond $4,600,000.00 0.00025 $ 1,150.00 $1,150.00 6/15/2018

RI General Obligation Bond City of Pawtucket Anticipation Notes Series 2018 $22,470,000.00 0.00025 $ 5,617.50 $5,617.50 6/13/2018

Town of Johnston RI 2018 General Obligation Bonds $5,600,000.00 0.00025 $ 1,400.00 $1,400.00 6/14/2018

RI Water System Revenue Bonds, City of Woonsocket 2018 Series A $12,500,000.00 0.00025 Paid by RIIB Paid by RIIB Paid by RIIB

Wastewater System Revenue Town of Middletown Bonds, 2018 Series A $4,550,000.00 0.00025 Paid by RIIB Paid by RIIB Paid by RIIB

R.I.I.B. General Obligation Clean Town of Warren Water Bonds $20,000,000.00 0.00025 Paid by RIIB Paid by RIIB Paid by RIIB

R.I.I.B. General Obligation Clean Town of Westerly Water Bonds $1,664,000.00 0.00025 Paid by RIIB Paid by RIIB Paid by RIIB

Non Restoring General Obligation Town of North Kingstown Line of Credit Note $1,300,000.00 0.00025 Paid by RIIB Paid by RIIB Paid by RIIB Town of Bristol General Obligation Bonds $2,222,500.00 0.00025 Paid by RIIB Paid by RIIB Paid by RIIB

Town of Scituate General Obligation Bonds $4,740,000.00 0.00025 Paid by RIHEBC Paid by RIHEBC Paid by RIHEBC

Total Amount of Issuances PFMB Fee Due PFMB Collected $266,400,599.02 $39,348.75 $39,348.75

PFMB FY 2018 Meeting Minutes

Public Finance Management Board Regular Meeting Minutes Monday September 25th, 2017 9:00 a.m. 50 Service Avenue, Warwick

A meeting of the members of the Public Finance Management Board (“PFMB”) was held on Monday September 25th 2017 at 9:00 a.m. in the large conference room of 50 Service Avenue, Warwick, Rhode Island, pursuant to duly posted public notice of the meeting and notice duly provided to all members.

I. Call to Order The meeting was called to order at 9:08 a.m.

II. Roll Call of Members The following members were present: Mr. Shawn Brown, Mr. Doug Jacobs, Mr. Karl Landgraf, Ms. Maribeth Williamson and General Treasurer Seth Magaziner.

The following members were absent: Ms. Patricia Anderson, Mr. Michael DiBiase, Mr. Robert Mancini, Mr. Joseph Reddish.

Also in attendance: Mr. Patrick Marr, Treasury Chief of Staff; Ms. Kelly Rogers, Deputy Treasurer for Public Finance and Policy; Mr. Jay Gowell Esq. and Mr. Benjamin Rackliffe, Legal Counsel from Pannone Lopes Devereaux & O'Gara LLC; and other members of the Treasurer’s Staff.

III. Approval of Minutes Treasurer Magaziner moved to the first agenda item: Consideration to approve the Public Finance Management Board Minutes for April 17th 2017.

On a motion by Mr. Brown and seconded by Ms. Williamson, it was unanimously VOTED: To approve the minutes of the April 17th, 2017 PFMB Regular Meeting.

IV. Chairman’s Report Treasurer Magaziner noted that since issuing the Debt Affordability Study (DAS) in April, the office has received a lot of great feedback, not only from those in Rhode Island but also from other states as they work to adopt similar framework for their own studies. He thanked the Board for their hard work in its creation.

Treasurer Magaziner explained to the Board that at the start of his term he had pledged to place all the office’s contracts out for public bid, a practice that, in some instances, had not been done in many years. Since last meeting in April, a RFP was issued for the PFMB’s counsel. As a result of that process, it was determined to engage Pannone Lopes Devereaux & O'Gara LLC as PFMB counsel. He then introduced Mr. 1

Jay Gowell Esq. and Mr. Benjamin Rackliffe Esq. to the members. Counsel spoke to their experience in public finance and expressed a positive sentiment toward working with the Board.

Ms. Rogers then provided an update on two upcoming refundings. One is a motor fuel tax refunding issued by the Commerce Corporation. It is expected to close on October 24th with a par amount of $42 million, resulting in a $3.6 million savings. The second is a refunding of the Convention Center Authority. It is expected to close in mid-December with a par amount of $69 million. There is an anticipated upfront savings in 2018 of $2.2 million and $1.5 million in 2019. Ms. Rogers noted both refundings were reviewed by PRAG, the state’s financial advisor, to ensure they fit the recommended refunding standards established by the Board in the DAS.

V. Discussion of Annual Report Treasurer Magaziner reminded the Board that in addition to the DAS, the PFMB is statutorily required to produce an annual report. The report is due on September 30th of each year. He asked the Board to review the drafted document and submit their feedback.

Ms. Rogers summarized the content of the annual report. The Board asked questions and offered edits.

VI. Data Portal Presentation and Update Mr. Marr provided an update on the data portal where users can report both the notice of proposed and notice of final sale. He highlighted key points of the portal. Since its launch, ODM has received about 30 of each notice. There have been real time adjustments made to site based on user experiences but overall the process has been smooth. There may be improvements made in the future to ease the reporting aspect on the backend of the site.

The Board asked questions.

Mr. Marr then presented the public facing Socrata portal. The Socrata portal is intended to be a public education tool, which utilizes the data from the DAS to create interactive and consumable bits of relevant information that will help inform users of public debt. He walked through the site information as developed by staff to gather feedback from the Board to get it in shape for a public launch.

The Board offered their input.

The Board was supplied login credentials to the site to navigate and utilize it in their spare time in an effort to familiarize themselves with the portal’s content and capabilities, with the ultimate goal of providing an informed critique that would improve the user experience.

VII. Discussion of Issuer Education Series Ms. Rogers apprised the Board that the first issuer education series event, coordinated with the Division of Municipal Finance, has been scheduled for November 1st; the venue is still being determined. The event is tentatively designed as a panel event with the ratings agencies, moderated by PRAG, so the municipalities can gain a better understanding of how ratings agencies treat long term liabilities. There will be other offerings in the future made based upon input from The League of Cities and Town as well as the Division of Municipal Finance.

She also noted that the office has been invited to present at the Government Finance Officers Association (GFOA) event in October on the topic of debt management.

VIII. Outline of Disclosure Changes Ms. Rogers explained that ODM was working with the two new disclosure counsels to revise the offering documents. She advised on the purpose of making the proposed changes and also summarized the anticipated changes to the documents.

The drafts of the new offering documents should be completed within several weeks of the meeting date and once available will be sent to the Board members for their review.

Treasurer Magaziner opened the floor to other business. There being none, Treasurer Magaziner entertained a motion to adjourn the meeting.

On a motion by Ms. Williamson and seconded by Mr. Jacobs, it was unanimously VOTED: To adjourn the meeting.

There being no further business, the meeting adjourned at 10:28 a.m.

Respectfully submitted,

Seth Magaziner, General Treasurer

Public Finance Management Board Regular Meeting Minutes Thursday December 7th, 2017 10:00 a.m. Room 203, State House

A meeting of the members of the Public Finance Management Board (“PFMB”) was held on Thursday December 7th, 2017 at 10:00 a.m. in Room 203 of the State House, Providence, Rhode Island, pursuant to duly posted public notice of the meeting and notice duly provided to all members.

I. Call to Order The meeting was called to order at 10:00 a.m.

II. Roll Call of Members The following members were present: Mr. Shawn Brown, Ms. Patricia Anderson, Mr. Michael DiBiase, Mr. Robert Mancini, Mr. Joseph Reddish, Mr. Karl Landgraf, Ms. Maribeth Williamson and Ms. Kelly Rogers, chairing in the absence of Treasurer Magaziner.

The following members were absent: Mr. Doug Jacobs

Also in attendance: Mr. Charles Kelley, Director of the Rhode Island Student Loan Authority (RISLA); Mr. Noel Simpson, Deputy Director of RISLA; Ms. Barbara Fields, Executive Director of Rhode Island Housing (RI Housing); Ms. Sarah Sanders, Director of Finance, RI Housing; Mr. Patrick Marr, Treasury Chief of Staff; Mr. Frank Quinn, Director of Debt Management; Mr. Jay Gowell Esq. Legal Counsel from Pannone Lopes Devereaux & O'Gara LLC; and other members of the Treasurer’s Staff.

III. Approval of Minutes Ms. Rogers moved to the first agenda item: Consideration to approve the Public Finance Management Board Minutes for September 25th, 2017.

On a motion by Mr. Brown and seconded by Ms. Williamson, it was unanimously VOTED: To approve the minutes of the September 25th, 2017 PFMB Regular Meeting.

IV. Request for Volume Cap Approval Mr. Kelley began by summarizing the mission of RISLA and the services they provide. He also discussed how the additional volume cap will fund programs through the issuance of additional bonds. Mr. Reddish asked whether there is money left over from the previous year when there are so many people that cannot afford education, leading him to wonder how RISLA marketed the availability of these funds. Mr. Kelley explained RISLA’s outreach efforts and assured Mr. Reddish that RISLA is committed to making education funds accessible and affordable for RI families.

Ms. Fields spoke on behalf of RI Housing. She discussed the organization’s operations and apprised the Board on their activities through the year, noting this was the best year in the organization’s history.

On a motion by Mr. Mancini and seconded by Ms. Williamson, it was unanimously VOTED: To allocate a portion of residual volume cap and allow carry forward of same amount in the amount of $70 million to RISLA and $235.315 million to RI Housing

V. Debt Management Administrative Update Ms. Rogers spoke to and provided materials regarding the 2017 fees collected from issuers throughout the state. She noted that reports of notices of final sales are coming in to the office regularly and that outstanding fees are generally relegated to quasi-public agencies but are mainly due to deals that have been recently closed.

VI. Debt Portal Update Mr. Marr advised the Board that the debt portal, a public education tool that utilizes the data from the DAS to create interactive and consumable bits of relevant information that will help inform users of public debt, was now live after incorporating edits and suggestions provided by the Board at the previous meeting. He noted the content will evolve as public feedback and the site grows. Mr. Reddish asked how the site will be marketed so the public is aware not only that it exists but also the type of information it contains and how to use it most effectively. Mr. Marr stated the internal team will work with the vendor to establish appropriate messaging.

VII. Municipal Issuer Training Event Update Ms. Rogers apprised the Board that the first in a series of municipal issuer education event, coordinated with the Division of Municipal Finance and the Rhode Island League of Cities and Towns, had been held the previous day. The event consisted of a panel format with the ratings agencies, moderated by PRAG, and was designed to allow municipalities to gain a better understanding of how ratings agencies determine ratings and treat long term liabilities. There will be other events in the future based upon input from The League of Cities and Towns as well as the Division of Municipal Finance. Ms. Rogers asked the Board for input on which topics they would like to see as they continue the education series.

VIII. Policy and Issuer Updates Ms. Rogers discussed the school construction recommendations that have come from the Taskforce which Treasurer Magaziner co-chairs and on which Mr. DiBiase serves. She provided a summary of the Taskforce’s purpose and their work noting their recommendations must be provided to the governor by December 15th, 2017. She went on to explain how this work pertains to the PFMB and municipal bonds. Using the data from the Debt Affordability Study (DAS), it was determined that the state has the capacity to issue $1.2 billion of state tax supported debt over the next decade while remaining within responsible borrowing guidelines. With that in mind, the Taskforce will be recommending the authorization to issue half the state’s borrowing capacity to fund school construction; $250 million of GO bonds for public school construction over a 5-year period in both 2018 and 2022.

Ms. Rogers then spoke of the current version of the federal tax bill and the potential effects that may be seen on the state and local level. Specifically, the proposed bill will eliminate the popular cost-savings tool of advance refundings on private activity bonds but would also raise the amounts exempted from the

alternative minimum tax. Perhaps most notable, state, local and sales tax deductions would be eliminated from federal tax exemption.

Mr. Quinn apprised the Board on upcoming issuances. There will be a general bond issuance in the spring, the amount of the issuance is currently not known but would likely be similar to that issued this year, which was in the mid $100 million range.

IX. Discussion of provisional 2018 meeting schedule

On a motion by Mr. Reddish and seconded by Mr. Mancini, it was unanimously VOTED: To adopt the 2018 provisional schedule

Ms. Rogers opened the floor to other business. There being none, Ms. Rogers entertained a motion to adjourn the meeting.

On a motion by Mr. Mancini and seconded by Mr. DiBiase, it was unanimously VOTED: To adjourn the meeting.

There being no further business, the meeting adjourned at 10:57 a.m.

Respectfully submitted,

Seth Magaziner, General Treasurer

Public Finance Management Board Regular Meeting Minutes Thursday May 10th, 2018 9:00 a.m. 50 Service Avenue, Warwick RI

A meeting of the members of the Public Finance Management Board (“PFMB”) was held on Thursday May 10th, 2018 at 9:00 a.m. in the large board room of 50 Service Avenue, Warwick, Rhode Island, pursuant to duly posted public notice of the meeting and notice duly provided to all members.

I. Call to Order The meeting was called to order at 9:03 a.m.

II. Roll Call of Members The following members were present: Mr. Doug Jacobs, Mr. Joseph Reddish, Mr. Karl Landgraf, Ms. Maribeth Williamson and Treasurer Magaziner.

Mr. Shawn Brown arrived at 9:20 a.m.

The following members were absent: Ms. Patricia Anderson, Mr. Michael DiBiase, Mr. Robert Mancini

Also in attendance: Ms. Kelly Rogers, Deputy Treasurer for Public Finance and Policy; Mr. Frank Quinn, Director of Debt Management; Mr. Jay Gowell Esq. Legal Counsel from Pannone Lopes Devereaux & O'Gara LLC; and other members of the Treasurer’s Staff.

III. Approval of Minutes Treasurer Magaziner moved to the first agenda item: Consideration to approve the Public Finance Management Board Minutes for December 7th, 2017.

On a motion by Mr. Jacobs and seconded by Ms. Williamson, it was unanimously VOTED: To approve the minutes of the December 7th, 2017 PFMB Regular Meeting.

IV. Discussion of Issuer Training Mr. Quinn reported on the issuer training provided in December with the ratings agencies. The office was pleased with the turnout and received positive feedback on the content of the event. He also spoke of the upcoming issuer training in July, which will be on a similar topic. Ms. Rogers added that Treasury partnered with the Government Finance Officers Association (GFOA) during recent quarterly meetings to provide information on the school bond construction program and other key Treasury programs.

Board members were asked what topics they’d like to see covered during these quarterly trainings. The board stated they’d like to see topics explored such as variable rate debt, cash and bond proceeds management, taxable versus tax exempt bonds, refundings and tax increment financing. Mr. Reddish added 1

that attendees should be surveyed to determine what they would most likely be interested in learning. He also said it would be prudent to allow tapings of the trainings or streaming via WebEx or similar applications for those parties that may not be able to leave their offices but are still interested in the training. Mr. Jacobs suggested a centralized document library with the training materials that can be accessed at any time by issuers and other stakeholders.

V. Discussion of 2019 Debt Affordability Study Ms. Rogers explained it was time to begin planning for the biannual Debt Affordability Study (DAS). The Board reviewed last year’s study and was asked if the ratios previously used should be continued to be used in this iteration. The Board agreed. Ms. Rogers reminded the Board that it wanted to include OPEB liabilities in the new report, which was not included in the last version. The Board agreed to move forward with that inclusion. The Board also encouraged staff to include as many public issuers in the report as possible. Staff is currently in the planning phases and will come back to the Board in September with more workplan details.

VI. Discussion on Bondlink Platform Ms. Rogers gave a presentation on the Bondlink platform. Bondlink is an investor relations platform that provides investors readily accessible financial information and provides issuers direct access to bond investors. It has become a popular tool across the country for municipal bond issuers. Ms. Rogers showed the Board a demo site that simulated the experience one would have using the tool and solicited feedback from the Board. With the Board having a positive reception to the tool, Treasury will move forward with adopting the technology.

VII. School Construction Update Treasurer Magaziner reminded the Board that late last year, he co-chaired Rhode Island School Buildings Task Force which, in addition to other steps, recommended the $250 million bond referendum be placed on the ballot for voters to consider this year. This recommendation was based on data from the Debt Affordability Study, which showed that the state has the capacity to issue $1.2 billion of state tax supported debt over the next decade while remaining within responsible borrowing guidelines. The bill currently is getting positive feedback in the legislature on a bipartisan basis.

Treasurer Magaziner opened the floor to other business. There being none, Treasurer Magaziner entertained a motion to adjourn the meeting.

On a motion by Mr. Brown and seconded by Mr. Landgraf, it was unanimously VOTED: To adjourn the meeting.

There being no further business, the meeting adjourned at 10:32 a.m.

Respectfully submitted,

Seth Magaziner, General Treasurer

FY 2018 Ratings Reports

Rating Action: Moody's Assigns Aa2 to Rhode Island's 2018 Series A & B GO Bonds; Outlook Stable

Global Credit Research - 19 Mar 2018 New York, March 19, 2018 -- Moody's Investors Service has assigned a Aa2 rating to approximately $149.375 million of Rhode Island's General Obligation Consolidated Capital Development Loan of 2018 Series A (tax exempt) bonds and Series B (taxable) bonds. The distribution of the aggregate amount of the sale between the Series A and Series B bonds has not yet been determined. The bonds are expected to sell April 3rd. The outlook is stable. RATINGS RATIONALE Rhode Island's Aa2 rating incorporates the state's strong financial management practices, including multi-year financial planning, consensus revenue forecasting and consistent maintenance of reserves resulting in positive general fund balances; and its improving liquidity. The rating also reflects an economy that has long lagged the nation's and is accompanied by weak demographics and high relative combined debt and pension liabilities. RATING OUTLOOK The stable outlook reflects the state's success in shoring up its finances through maintenance of adequate available reserves, improved liquidity, stabilizing demographic and economic trends; and careful preparation for the impact on state revenues of gaming expansion in Massachusetts. FACTORS THAT COULD LEAD TO AN UPGRADE -Further reducing overall liability levels -Sustained economic improvement at least in line with national average based on various metrics including diversification and job growth FACTORS THAT COULD LEAD TO A DOWNGRADE -Deterioration of state's liquidity position accompanied by worsening reserve and balance sheet position -Return to budgeting practices that rely on significant nonrecurring resources LEGAL SECURITY The bonds are a general obligation of the state, backed by a pledge of its full faith and credit. USE OF PROCEEDS The 2018 Series A and Series B bonds will be used to finance various capital purposes of the state. PROFILE Rhode Island is a small state with a population of just 1.06 million, the 43rd largest. The economy is commensurately small, with total personal income of about $53.3 billion, also ranking 43rd nationally. METHODOLOGY The principal methodology used in these ratings was US States Rating Methodology published in April 2013. Please see the Rating Methodologies page on www.moodys.com for a copy of this methodology. REGULATORY DISCLOSURES For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com. Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review. Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating. Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating. Marcia Van Wagner Lead Analyst State Ratings Moody's Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York 10007 US JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 Timothy Blake MANAGING DIRECTOR Municipal Supported Products JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 Releasing Office: Moody's Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653

CREDIT OPINION Rhode Island (State of) 21 March 2018 Update to credit analysis

Summary Rhode Island (Aa2 stable) has strong financial management practices, including multi-year financial planning, consensus revenue forecasting and consistent maintenance of reserves resulting in positive general fund balances. The state's economy has long lagged the nation's Contacts and is accompanied by weak demographics and high relative combined debt and pension Marcia Van Wagner +1.212.553.2952 liabilities. VP-Sr Credit Officer [email protected] Exhibit 1 Pisei Chea +1.212.553.0344 Rhode Island's net tax-supported debt reached low in 2015 Analyst Infrastructure initiatives will reverse declining trend [email protected] Net Tax-Supported Debt/Personal Income Net Tax-Supported Debt/Personal Income 50 State Median 5.0% CLIENT SERVICES 4.5% 4.0%

Americas 1-212-553-1653 3.5% Asia Pacific 852-3551-3077 3.0% 2.5%

Japan 81-3-5408-4100 2.0% EMEA 44-20-7772-5454 1.5% 1.0%

0.5%

0.0% FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 Source: Moody's Investors Service; Rhode Island financial statements

Credit strengths » Institutionalized governance practices such as semi-annual consensus revenue estimating conferences and out year budget planning

» Consistent funding of budget reserve leads to adequate rainy day fund balances

» Positive trends in liquidity management, eliminating need for short term borrowing in recent years

This document has been prepared for the use of Patrice Leonard and is protected by law. It may not be copied, transferred or disseminated unless authorized under a contract with Moody's or otherwise authorized in writing by Moody's. MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE

Credit challenges » Long-term economic underperformance with below-average long-term employment growth rates

» Above-average dependence on lottery and gaming revenues in saturated market

» Above average pension and debt liabilities even after significant reforms

Rating outlook The stable outlook reflects the state's success in shoring up its finances through maintenance of adequate available reserves, improved liquidity, stabilizing demographic and economic trends; and careful preparation for the impact on state revenues of gaming expansion in Massachusetts.

Factors that could lead to an upgrade » Further reducing overall liability levels

» Sustained economic improvement at least in line with national average based on various metrics including diversification and job growth

Factors that could lead to a downgrade » Deterioration of state's liquidity position accompanied by worsening reserve and balance sheet position

» Return to budgeting practices that rely on significant nonrecurring resources

Key indicators: Rhode Island maintains stable positive available balances

Exhibit 2

Rhode Island FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 Operating Fund Revenues (000s) 3,420,615 3,518,362 3,615,540 3,841,605 3,894,896 Balances as % of Operating Fund Revenues 5.1% 5.2% 5.1% 6.1% 6.0% Net Tax-Supported Debt (000s) 2,189,339 2,170,484 2,088,715 1,961,450 2,250,938 Net Tax-Supported Debt/Personal Income 4.7% 4.5% 4.2% 3.7% 4.3% Net Tax-Supported Debt/Personal Income 50 State Median 2.8% 2.6% 2.5% 2.5% 2.5% Debt/Own-Source Governmental Funds Revenue 57.7% 55.8% 52.4% 46.2% 52.0% Debt/Own-Source Governmental Funds Revenue Median 37.4% 36.1% 35.8% 34.4% 32.7% ANPL/Own-Source Govt Funds Revenue 123.7% 175.2% 129.4% 120.6% 130.9% ANPL/Own-Source Govt Funds Revenue Median 94.2% 87.6% 81.8% 83.0% 82.2% Total Non-Farm Employment Change (CY) 1.1% 1.3% 1.5% 1.4% 1.0% Per Capita Income as a % of US (CY) 104.2% 104.1% 103.4% 103.9% 104.0% Source: Moody's Investors Service; Rhode Island financial statements

Profile Rhode Island is a small state with a population of just 1.06 million, the 43rd largest. The economy is commensurately small, with total personal income of about $53.3 billion, also ranking 43rd nationally. Detailed credit considerations Economy: Steady growth after very slow recovery Rhode Island's small and narrow economy has generally underperformed the nation as well as most of its New England neighbors for decades, as its manufacturing base eroded and the state has struggled to generate substitute sources of economic growth. However,

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on www.moodys.com for the most updated credit rating action information and rating history.

2 21 March 2018 Rhode Island (State of): Update to credit analysis This document has been prepared for the use of Patrice Leonard and is protected by law. It may not be copied, transferred or disseminated unless authorized under a contract with Moody's or otherwise authorized in writing by Moody's. MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE

the state also benefits from its proximity to the Boston (Aaa stable) metro area, which has experienced robust growth stemming from its life sciences, professional and business services, and education and health sectors. In the most recent two years, the state's economy has turned in a respectable performance, adding jobs at an average pace of about 1.2% compared to 1.8% nationally, and outpacing most of its New England neighbors except Massachusetts (Aa1 stable) and New Hampshire (Aa1 stable). It took until mid- 2017 for the state to regain the jobs lost during the recession, with new jobs in profession and business services, education and healthcare, and leisure and hospitality showing growth while manufacturing, once the state's economic foundation, has been in long-term decline.

The state's unemployment rate has leveled off in the last year, stabilizing at about 4.5%, just a bit higher than the nation's 4.1% rate as of January. The state has registered small but consistent population gains in recent years. Calendar 2012 was the first year of population growth for the state since 2004 and the state's population trends is closer to the aggregate trend for the region than during and after the recession (see Exhibit 3).

Exhibit 3 Rhode Island population growth pulls closer to New England total

1.0% Rhode Island Rest of New England 0.8%

0.6%

0.4%

0.2%

0.0%

Annual % % Annualchange -0.2%

-0.4%

-0.6%

-0.8% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Source: Moody's Analytics; US Census Bureau

The state's total personal income growth has also lagged the US over the long term, although on a per capita basis, personal income in Rhode Island exceeds the nation ($53,272 vs $50,427 in 2016). The state's relatively high per capita personal income reflects its aging population, among other factors. From 2011 to 2016, total annual personal income growth averaged 2.7% in the state compared to the nation's 3.8% pace.

The November Revenue Estimating Conference forecast projects employment growth of 1.2% in fiscal 2018 and 0.5% in fiscal 2019, with growth tapering down to 0.3% through fiscal 2023. The unemployment rate is projected to edge up from an average of 4.3% in fiscal 2018 to 4.9% by 2023. Given the current low unemployment rate, this is a conservative forecast. Personal income growth, however, picks up from 2.8% projected for fiscal 2018 to 4% in fiscal 2019 and averages 4.2% in fiscal 2020-2023, in part reflecting forecasted trends in the consumer price index.

Finances and Liquidity: Conservative forecasting and spending control yield surpluses in recent years We expect Rhode Island's strengthened financial management practices will continue to keep the state on a stable financial path as the state seeks to balance its need to invest in the future with its economic constraints. Rhode Island maintained positive available fund balances (unassigned balances including reserves) throughout the recent recession. Fund balances reached a low of 0.6% of revenues in 2009 but have stayed above 5% of operating revenues for at least five years.

Rhode Island's constitution requires the state to appropriate less than projected revenues, using the balance to fund a budget reserve account (BRF), which we consider a credit strength for the state. This requirement was strengthened by a 2006 constitutional change increasing the BRF cap to 5% from 3% of revenues and lowering the state's appropriation cap to 97% from 98% of revenues. If the BRF is fully funded, excess revenues flow into a capital account (RICAP). The constitutional change also restricted the use of this fund to capital purposes. The June 30, 2017 BRF balance was $192 million and is projected at $194 billion on June 30, 2018. The BRF has

3 21 March 2018 Rhode Island (State of): Update to credit analysis This document has been prepared for the use of Patrice Leonard and is protected by law. It may not be copied, transferred or disseminated unless authorized under a contract with Moody's or otherwise authorized in writing by Moody's. MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE

reached its 5% cap, so an excess amount of $115 million was transferred into the capital account at the end of fiscal 2017 and similar annual transfers are projected through fiscal 2023.

On a budgetary basis, the state's fiscal 2017 total ending general fund balance was $63 million, a decline of more than $100 million from the opening surplus. As in recent years, the surplus was far greater than had been anticipated in governor's original proposal. The state's recent revenue forecasts have been conservative, resulting in cash surpluses that Rhode Island has used to help balance the subsequent year's budget. For fiscal 2018, the projected ending balance is only $268,461 and the state's projected fiscal 2019 ending balance is a very slim $900,000.

Year-to-date, revenues have outperformed estimates agreed upon at the November Revenue Estimating Conference (REC), with total revenues through February ahead of projections by 1.4%. This is a complicated year for revenue forecasts, since the state enacted a tax amnesty and federal tax reform may have also shifted the timing of tax payments. Underlying personal income tax withholding payments, a concurrent indicator of economic activity, were about 0.4% above the forecast through February. However, a multi-year phase-out of the state's motor vehicle excise tax will dampen future growth and has widened projected budget gaps in future years. Gaps grow from $87 million in fiscal 2020 to $227 million in fiscal 2023, about 5.5% of available general revenue (see Exhibit 4). Gaps in the near term have improved somewhat from projections accompanying the fiscal 2018 budget proposal, and we expect the state to continue to manage the shortfalls.

Exhibit 4 Rhode Island's budget gaps grow in future years dollars in millions

Budget gap % of revenue (right axis) 250 6%

5% 200

4% 150

100 2%

50 1%

0 0% FY 2020 FY 2021 FY 2022 FY 2023 Source: Rhode Island Office of Management and Budget

Governor Raimondo's fiscal 2019 budget recommendation increases spending just 0.6% from revised fiscal 2018 general revenue appropriations and closes an estimated gap of $204 million through a mix of revenue and spending measures. The budget focuses on continuing to promote the governor's emphasis on education, infrastructure and economic development but does not introduce significant new initiatives.

LIQUIDITY The state's liquidity position has been consistently satisfactory for several years due to improved management and rebuilding of reserves. The state has not issued cash flow notes since 2012 and has no plans to do so in fiscal 2018 or fiscal 2019. Prior to 2013, the state issued tax anticipation notes in all but 6 of 23 years.

Debt and Pensions: Infrastructure investments raising debt measures, while state prepays OPEB costs Rhode Island will continue its recent record of closely managing its debt, but we expect its debt ratios to increase relative to recent lows. The state's net tax-supported debt ratio remains above average although the state has brought it down over the last decade. At the end of 2017, the state had about $2.3 billion in tax supported debt compared to $1.96 billion just two years earlier. In our 2017 Debt Medians, the state's total tax-supported debt was ranked 10th highest as a percent of state GDP (at 4.02%). While still notably higher than Moody's 2017 50-state median of 2.2%, Rhode Island's debt burden is well below the near-9% level the state experienced

4 21 March 2018 Rhode Island (State of): Update to credit analysis This document has been prepared for the use of Patrice Leonard and is protected by law. It may not be copied, transferred or disseminated unless authorized under a contract with Moody's or otherwise authorized in writing by Moody's. MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE

in the early 1990s. The long-run improvement in debt ratios reflects deliberate debt reduction policies, including increased pay-as-you- go capital funding through RICAP, as well as gains in personal income. In the short run, however, the state's debt metrics are reversing course reflecting significant capital borrowing for transportation and school building initiatives. A debt affordability study sponsored by the state published in April 2017 recommended caps on debt and debt service that are somewhat greater than current levels.

DEBT STRUCTURE Of the state's outstanding net tax-supported debt, 47% is general obligation debt. About a quarter of the state's outstanding debt is secured by annual legislative appropriation and includes leases, certificates of participation, moral obligations, and a privately-placed bank loan of about $38 million. As of December 31, 2017 the state had $680 million in highway bonds, including GARVEEs backed by federal highway grant payments and bonds backed by the state's motor fuels tax (see Exhibit 5).

Exhibit 5

Highway & GARVEE 29%

GO 47%

Lease & Approp 24%

Source:

DEBT-RELATED DERIVATIVES The state has no debt-related derivatives.

PENSIONS AND OPEB In fiscal 2017, Rhode Island's adjusted net pension liability (ANPL) was $6.735 billion, or 154% of own-source governmental revenues. This has increased since 2016 when ANPL was 131% of revenues. Our adjustments to pension data include a market-based discount rate to value the liabilities, rather than the long-term assumed investment return used in reported figures.

In 2016, Rhode Island's ANPL as a share of revenues ranked 15th highest among the states. The state's position relative to others will improve over time because of extensive reforms enacted in 2011. The reforms created a hybrid defined benefit and defined contribution system, suspended automatic cost of living increases, and made other changes to eligibility rules. The changes significantly reduced the state's unfunded liability and its annual required contribution. Ensuing legal actions affecting the state have been settled, solidifying significant savings to the state from the reforms. Recent actuarial changes that will help ensure sounder long-term funding for the plan include lowering of the discount rate to 7% and adopting an updated mortality table. Enactment of these changes act to increase projected liabilities while driving increases in actuarially determined contributions.

The pension liabilities for which the state has responsibility are those of the state employee portion of the Employees' Retirement System (ERS), two state police plans and three judicial plans. The state also supports 40% of the cost of the teacher's plan, which is administered by the ERS. In addition, the state makes payments to a defined contribution plan for which there is no liability because there are no guaranteed benefit payments. The reported net pension liability for the state's share of the defined benefit pension plans was $3.48 billion as of June 30, 2017.

OPEB Reforms Reduce Liability Rhode Island's unfunded liability for other post employment benefit costs (OPEB) is estimated at approximately $625 million, based on June 30, 2017 valuation updated to 2017. The unfunded liability is comprised primarily of $525 million for state employees, about

5 21 March 2018 Rhode Island (State of): Update to credit analysis This document has been prepared for the use of Patrice Leonard and is protected by law. It may not be copied, transferred or disseminated unless authorized under a contract with Moody's or otherwise authorized in writing by Moody's. MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE

$46 million for state police, and $53 million for certain Board of Education employees. The liability represents a substantial reduction in OPEB liability since the June 30, 2011 valuation of $917 million. The reduction reflects the impact of shifting Medicare-eligible retirees to Medicare exchanges and funding OPEB on an actuarial basis. The fiscal 2017 OPEB ARC payment for the state and other participating employers was a manageable $57 million, less than 2% of general fund revenues.

Fixed Costs Boosted by OPEB ARC Payment Rhode Island's fixed costs–consisting of debt service, pension contributions and OPEB payments–are higher than the 50-state median: 13.8% in fiscal 2015 vs. the median of 4.4%. While the state's high debt and pension liabilities contribute to the above-average fixed costs, the state's funding policies for both pensions and OPEB are more effective in amortizing unfunded liabilities than many other states. Rhode Island makes its full actuarially required contribution to retiree health plans while most other states typically fund OPEB on a pay-as-you go basis. In addition, the state's pension contributions are nearly sufficient to cover interest on the beginning of year net pension liability as well as the retirement benefits accrued by employees during the year, which would allow the state to “tread water” and prevent unfunded liabilities from growing. Many states' contributions are not near or above the tread water benchmark. However, any shortfall from this benchmark will result in further growth in the liability unless the plan outperforms actuarial assumptions.

Governance Rhode Island's governance and financial management are strong. The state follows a consensus revenue forecasting process, prepares multi-year spending and revenue forecasts, appropriates less than its expected revenue as a cushion, and is not subject to spending and revenue limitations or voter initiatives that can reduce flexibility.

6 21 March 2018 Rhode Island (State of): Update to credit analysis This document has been prepared for the use of Patrice Leonard and is protected by law. It may not be copied, transferred or disseminated unless authorized under a contract with Moody's or otherwise authorized in writing by Moody's. MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE

© 2018 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved. CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES (“MIS”) ARE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MOODY’S PUBLICATIONS MAY INCLUDE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY’S OPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. CREDIT RATINGS AND MOODY’S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY’S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY’S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE. MOODY’S CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS AND INAPPROPRIATE FOR RETAIL INVESTORS TO USE MOODY’S CREDIT RATINGS OR MOODY’S PUBLICATIONS WHEN MAKING AN INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER. ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT. CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DEFINED FOR REGULATORY PURPOSES AND MUST NOT BE USED IN ANY WAY THAT COULD RESULT IN THEM BEING CONSIDERED A BENCHMARK. All information contained herein is obtained by MOODY’S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY’S is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing the Moody’s publications. To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for any indirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with the information contained herein or the use of or inability to use any such information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses or damages, including but not limited to: (a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant financial instrument is not the subject of a particular credit rating assigned by MOODY’S. To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability for any direct or compensatory losses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER. Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have, prior to assignment of any rating, agreed to pay to Moody’s Investors Service, Inc. for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.” Additional terms for Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors. It would be reckless and inappropriate for retail investors to use MOODY’S credit ratings or publications when making an investment decision. If in doubt you should contact your financial or other professional adviser. Additional terms for Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively. MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for appraisal and rating services rendered by it fees ranging from JPY200,000 to approximately JPY350,000,000. MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.

REPORT NUMBER 1116662

7 21 March 2018 Rhode Island (State of): Update to credit analysis This document has been prepared for the use of Patrice Leonard and is protected by law. It may not be copied, transferred or disseminated unless authorized under a contract with Moody's or otherwise authorized in writing by Moody's. MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE

CLIENT SERVICES

Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454

8 21 March 2018 Rhode Island (State of): Update to credit analysis

Fitch Ratings-New York-21 March 2018: Fitch Ratings assigns an 'AA' rating to the following state of Rhode Island and Providence Plantations general obligation (GO) bonds, consolidated capital development loans:

--$115.475 million 2018, series A (tax-exempt); --$33.9 million 2018, series B (taxable).

The Rating Outlook is Stable.

SECURITY The state's GO bonds are supported by a pledge of the state's full faith and credit.

ANALYTICAL CONCLUSION

Rhode Island's 'AA' Issuer Default Rating (IDR) is based on conservative and prudent fiscal management and a moderate long-term liability position, offset by below-average economic growth. The state's particularly deep recession and tepid recovery inform our assessment of Rhode Island's modest economic and revenue growth prospects. The state continues to maintain its rainy day fund at a statutory 5% of revenues and retains substantial spending control. The state's budget outlook assumes structural gaps in future years that will require continued fiscal discipline.

Economic Resource Base Rhode Island's economy, weighted toward education and health services, has grown slower than national trends with a demographic profile weaker than that of most states. Fitch anticipates modest economic expansion. The state's population has been relatively flat since the turn of the century, trailing national growth, and is also slightly older than the national median. A relatively high concentration of colleges and universities and slightly above-average educational attainment levels indicate the potential for more robust growth.

KEY RATING DRIVERS

Revenue Framework: 'a' Fitch anticipates Rhode Island's revenues will grow modestly on a nominal basis. The state has complete legal control over its revenues.

Expenditure Framework: 'aa' The state maintains solid expenditure flexibility with moderate carrying costs and the broad expense-cutting ability common to most U.S. states. Medicaid remains a key expense driver and a focus of expenditure-control efforts.

Long-Term Liability Burden: 'aa' Rhode Island's long-term liabilities are moderate and above the median for U.S. states. Pension obligations are material, even taking into account reduction in the unfunded liabilities resulting from significant benefit changes enacted over the past decade.

Operating Performance: 'aaa' Rhode Island has exceptionally strong gap-closing ability with wide-ranging budgetary management capabilities and a strong commitment to maintaining a prudent reserve. During the expansion, the state has enacted largely structurally balanced budgets and taken steps to improve financial flexibility.

RATING SENSITIVITIES FUNDAMENTAL CHARACTERISTICS: The IDR is sensitive to changes in the state's fundamental credit characteristics. Weakened fiscal discipline could negatively affect the rating, while materially improved economic growth prospects could positively affect the rating.

CREDIT PROFILE

The 2018 series A and B bonds will finance various projects originally approved by voters in recent elections including mass transit hub infrastructure, creative and cultural facilities, higher education facilities, affordable housing, port infrastructure, and environmental and clean water projects.

CURRENT DEVELOPMENTS After a policy-related delay, the state enacted a fiscal 2018 budget several weeks into the new fiscal year that does not include material changes in fiscal policies. The dispute that held up budget adoption centered on a proposal to eliminate a local tax on vehicles and offset the revenue decline to municipalities with state support. While the change adds a budgetary burden on the state, Fitch considers the cost ($26 million in fiscal 2018 and escalating to $221 million by fiscal 2024 and thereafter) manageable within the context of the state's $3.8 billion fiscal 2018 general revenue budget.

Fiscal 2018 general revenue collections through February indicate the state is exceeding the November 2017 revised estimate (which was down slightly from the enacted budget amount) by $30 million, or 1%. But taxpayer responses to the recent federal tax changes (H.R. 1) have introduced some uncertainty to the state's revenue forecast. Individual income tax receipts were $24 million, or 3%, ahead of the November estimate with the strongest gains in December and January.

Estimated tax payments were particularly strong at $22 million, or 14% ahead of the November estimate. As in several other states with individual income taxes, Rhode Island's growth in tax receipts since passage of H.R. 1 could be partially due to taxpayers accelerating payments into tax year 2017 to avoid the new limitation on state and local tax deductions, or other responses to H.R. 1. Strong 2017 capital markets performance could also be a factor. After spiking in December and January, growth in estimated tax payments reversed in February with a 28% YOY decline for the month. February is traditionally a light month for estimated tax collections, but the sharp reversal implies the growth so far was likely a 'pull-forward' of income that would otherwise have been reported in calendar year 2018.

Sales and use tax receipts are up over the prior year and in line with the November revised estimate. A weaker than expected January (which reflects activity during most of the holiday season) could signal continued tepid growth in this revenue source for the year. Rhode Island may face more budgetary pressure this year than it has in recent years, but Fitch believes the state retains ample budgetary flexibility, including the 97% appropriations limit and ongoing expenditure controls.

For fiscal 2019, the governor's executive budget resolves a $204.1 million deficit through a mix of primarily recurring revenue and expenditure proposals. On the revenue side, the executive budget aggressively assumes the U.S. Supreme Court will decide a recently argued case on sports gambling to allow Rhode Island (and other states) to authorize such activity; this proposal would generate $23.5 million.

The governor targets Medicaid for roughly $100 million in savings. The largest component is an assumption of federal reauthorization of CHIP ($29 million), which occurred with the Bipartisan Budget Act of 2018 signed by the president on Feb. 9. The governor's executive budget also includes other Medicaid changes, including rate reductions for managed care organizations.

Rhode Island's multiyear budget outlook shows challenges, but structural budgetary protections noted earlier mitigate associated risks. In the fiscal 2019 executive budget, the governor forecast current services general revenue fund deficits of $87 million and $124 million in fiscal years 2020 and 2021, respectively (2% and 3% of revenues), based on the enactment of the fiscal 2019 executive budget proposals.

For more information on the state's IDR and GO rating, please see the Fitch release titled "Fitch Rates Rhode Island Convention Center Authority's $45MM Rev Bonds 'AA-'; Outlook Stable'', dated Feb. 26, 2018 and available at 'www.fitchratings.com'.

Contact:

Primary Analyst Eric Kim Director +1-212-908--0241 Fitch Ratings, Inc. 33 Whitehall Street New York, NY 10004

Secondary Analyst Kevin Dolan Director +1-212-908-0538

Committee Chairperson Karen Krop Senior Director +1-212-908-0661

Date of Relevant Rating Committee: Nov. 6, 2017

In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis and InvestorTools.

Media Relations: Sandro Scenga, New York, Tel: +1 212-908-0278, Email: [email protected].

Additional information is available on www.fitchratings.com

Applicable Criteria U.S. Public Finance Tax-Supported Rating Criteria (pub. 31 May 2017) https://www.fitchratings.com/site/re/898466

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTPS://WWW.FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. DIRECTORS AND SHAREHOLDERS RELEVANT INTERESTS ARE AVAILABLE AT HTTPS://WWW.FITCHRATINGS.COM/SITE/ REGULATORY. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE. Copyright © 2018 by Fitch Ratings, Inc., Fitch Ratings Ltd. and its subsidiaries. 33 Whitehall Street, NY, NY 10004. Telephone: 1-800-753-4824, (212) 908-0500. Fax: (212) 480-4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings and in making other reports (including forecast information), Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. The manner of Fitch’s factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre-existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third- party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch’s ratings and reports should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information Fitch relies on in connection with a rating or a report will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch and to the market in offering documents and other reports. In issuing its ratings and its reports, Fitch must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings and forecasts of financial and other information are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings and forecasts can be affected by future events or conditions that were not anticipated at the time a rating or forecast was issued or affirmed. The information in this report is provided “as is” without any representation or warranty of any kind, and Fitch does not represent or warrant that the report or any of its contents will meet any of the requirements of a recipient of the report. A Fitch rating is an opinion as to the creditworthiness of a security. This opinion and reports made by Fitch are based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings and reports are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a rating or a report. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed or withdrawn at any time for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US$1,000 to US$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US$10,000 to US$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act of 2000 of the United Kingdom, or the securities laws of any particular jurisdiction. Due to the relative efficiency of electronic publishing and distribution, Fitch research may be available to electronic subscribers up to three days earlier than to print subscribers. For Australia, New Zealand, Taiwan and South Korea only: Fitch Australia Pty Ltd holds an Australian financial services license (AFS license no. 337123) which authorizes it to provide credit ratings to wholesale clients only. Credit ratings information published by Fitch is not intended to be used by persons who are retail clients within the meaning of the Corporations Act 2001 Fitch Ratings, Inc. is registered with the U.S. Securities and Exchange Commission as a Nationally Recognized Statistical Rating Organization (the "NRSRO"). While certain of the NRSRO’s credit rating subsidiaries are listed on Item 3 of Form NRSRO and as such are authorized to issue credit ratings on behalf of the NRSRO (see https://www.fitchratings.com/site/regulatory), other credit rating subsidiaries are not listed on Form NRSRO (the "non-NRSROs") and therefore credit ratings issued by those subsidiaries are not issued on behalf of the NRSRO. However, non-NRSRO personnel may participate in determining credit ratings issued by or on behalf of the NRSRO. 12ae05bc12ae05bc Summary: Rhode Island & Providence Plantations; General Obligation

Primary Credit Analyst: Timothy W Little, New York + (212) 438-7999; [email protected]

Secondary Contact: David G Hitchcock, New York (1) 212-438-2022; [email protected]

Table Of Contents

Rationale

Outlook

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT MARCH 20, 2018 1 Summary: Rhode Island & Providence Plantations; General Obligation

Credit Profile

US$115.475 mil GO bnds (tax exempt) ser 2018A due 05/01/2037 Long Term Rating AA/Stable New US$33.9 mil GO bnds (taxable) ser 2018B due 05/01/2037 Long Term Rating AA/Stable New Rhode Island & Providence Plantations GO Long Term Rating AA/Stable Affirmed

Rationale

S&P Global Ratings assigned its 'AA' rating to Rhode Island's series 2018A and 2018B (taxable) general obligation (GO) consolidated capital development loan. At the same time, we affirmed our 'AA' rating on the state's outstanding GO bonds. The outlook is stable.

The bonds constitute a GO of the state for which it has pledged its full faith and credit. They are composed of three separate loans, but the designation of the loans is specified by the various public laws of the state authorizing the issuance of the bonds. Each loan is a GO of the state without distinction among them as to payment or security. Proceeds will be used for various public programs, including higher education facilities, mass transit hub infrastructure, and projects of the Clean Water Finance Agency.

The state's revised fiscal 2018 budget included $61.6 million of opening surplus. The November 2017 Revenue Estimating Conference projected lower revenues across all major categories (personal income, general business, and sales and use) with a $16.2 million positive increase in estate taxes. The net effect is a projected $10.3 million decline in revenues. In addition to the revenue revisions, health and human services caseloads are projected increasing expenditures of $29.3 million. Other non-caseload increases are approximately $34.9 million for a total of an approximately $64.2 million increase in expenditures. The state expects to close the gap through other expenditure reductions, fund transfers, and some other positive revenue collections. However, this will leave the ending balance at approximately $268,461, considerably less than the $167.8 million free surplus it had entering fiscal 2017. Continued risk from health and human services caseloads and public safety expenditures will increasingly pressure the budget for the remainder of the year.

The state's budget reserve and cash stabilization account (or rainy day fund) has increased annually. Estimated 2018 results show a balance of $195.8 million (5.1% of expenditures), a level consistent at slightly above 5% of expenditures.

The fiscal 2019 proposed general fund budget totals $3.8 billion. The state began the budgeting process with a $237.3 million current services deficit (6.2% of expenditures), but revised this to $204.1 million after various revenue estimates

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT MARCH 20, 2018 2 Summary: Rhode Island & Providence Plantations; General Obligation and caseload estimate changes. To mitigate the deficit, the governor has proposed new revenues totaling $49.3 million, including $23.5 million from sports betting should the Supreme Court overturn a 1992 federal ban later this year. Additional deficit mitigation measures on the expenditure side included primarily health and human services savings of $103.7 million and various fund transfers. Personal income taxes total $1.3 billion (a 5% increase) and sales and use tax totals $1.3 billion (a 2.7% increase) compared to the revised 2018 budget.

Rhode Island continues to fund its rainy day fund at the 5% requirement or about $197.4 million. The state projects an ending balance of $887,503, an increase from the prior year.

In May 2017, the Employees' Retirement System of Rhode Island board reduced its pension discount rate from 7.5% to a more conservative 7.0%, and made other changes, including updated mortality tables (RP-2014 variant) and a fully generational approach to project future mortality improvement. As a result of these assumption changes, state and teachers' pension plans reported an increase in liabilities of $554.5 million. However, due to the state's funding policy, the first-year of revised contributions under the new assumptions will not occur until fiscal 2020.

The Rhode Island Tolling Program will begin this year with two locations beginning operations March 16 with a total build of up to 14 locations. The state anticipates $18 million of revenue in calendar year 2018 and approximately $40 million a year in 2019 and beyond. Revenues received will be used to repair or replace 35 bridges in the state. Tolls are limited to the large commercial vehicles and prohibited from being extended to cars or small trucks.

Based on the analytic factors we evaluate for states, on a scale on which '1' is the strongest and '4' is the weakest, we have assigned Rhode Island a composite score of '1.9'.

For more information, see the full analysis on Rhode Island, published Feb. 27, 2018, on RatingsDirect.

Outlook

The stable outlook reflects our view of Rhode Island's strong governmental framework and financial management procedures, which have produced budget adjustments to reduce large outyear budget gaps. In our opinion, the state has mechanisms in place and few limits that should allow it to enact revenue and expenditure amendments to maintain adequate budgetary performance. However, we recognize the difficult budget environment for the current and subsequent fiscal years. The state has had a history of maintaining reserves in line with its statutory requirements, which we expect to continue.

Downward rating pressure is possible if revenues erode more than expected and adequate measures are not taken to maintain fiscal balance. The state's overall fiscal environment is affected by weak pension funding levels and an economy that significantly lags that of the nation, making future budgetary adjustments more difficult. These pressures will only be augmented should the country enter into a near-term economic slowdown. If pressures are left unaddressed, it could lead to deteriorating credit quality and a lower rating. Although we don't expect to change the rating within the next two years, significant improvement in the state's economy, coupled with improved pension funding, could translate into a positive rating action.

Ratings Detail (As Of March 20, 2018)

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT MARCH 20, 2018 3 Summary: Rhode Island & Providence Plantations; General Obligation

Ratings Detail (As Of March 20, 2018) (cont.)

Rhode Island & Providence Plantations GO Long Term Rating AA/Stable Affirmed Rhode Island & Providence Plantations GO Long Term Rating AA/Stable Affirmed

Rhode Island & Providence Plantations GO

Unenhanced Rating AA(SPUR)/Stable Affirmed Many issues are enhanced by bond insurance.

Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. Complete ratings information is available to subscribers of RatingsDirect at www.capitaliq.com. All ratings affected by this rating action can be found on the S&P Global Ratings' public website at www.standardandpoors.com. Use the Ratings search box located in the left column.

No content (including ratings, credit-related analyses and data, valuations, model, software or other application or output therefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor’s Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT’S FUNCTIONING WILL BE UNINTERRUPTED OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages.

Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact. S&P’s opinions, analyses and rating acknowledgment decisions (described below) are not recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. S&P does not act as a fiduciary or an investment advisor except where registered as such. While S&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives.

To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw or suspend such acknowledgment at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of the assignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof. S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process.

S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.com and www.globalcreditportal.com (subscription), and may be distributed through other means, including via S&P publications and third-party redistributors. Additional information about our ratings fees is available at www.standardandpoors.com/usratingsfees.

STANDARD & POOR’S, S&P and RATINGSDIRECT are registered trademarks of Standard & Poor’s Financial Services LLC.