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SUPPLEMENT Dated January 28, 2020 to OFFICIAL STATEMENT Dated January 16, 2020

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SUPPLEMENT Dated January 28, 2020 to OFFICIAL STATEMENT Dated January 16, 2020 SUPPLEMENT dated January 28, 2020 to OFFICIAL STATEMENT dated January 16, 2020 $234,320,000 PENNSYLVANIA TURNPIKE COMMISSION TURNPIKE REVENUE REFUNDING BONDS consisting of $179,100,000 and $55,220,000 First Series of 2020 First Series of 2020 (Federally Taxable) (Federally Taxable) Sub-series A The purpose of this Supplement is to amend and supplement certain information contained in the Official Statement dated January 16, 2020 (the “Official Statement”) relating to the above-referenced bonds (collectively, the “2020 Bonds” or the “Bonds”). Terms used in this Supplement have the same meaning as in the Official Statement unless specifically otherwise defined herein. This Supplement should be read in conjunction with the Official Statement in its entirety. 1. On page 28 of the Official Statement under the caption “CERTAIN RISK FACTORS—United States District Court for the Middle District of Pennsylvania” a new paragraph is added at the end of the subsection. The inserted paragraph reads as follows: “On January 27, 2020, the United States Supreme Court denied the Trucking Plaintiffs’ petition for a writ of certiorari asking the Supreme Court to review the decision of the Third Circuit. Owner Operator Independent Drivers Association, Inc. et al. v. Pennsylvania Turnpike Commission et al., cert. denied (U.S. Jan. 27, 2020) (No. 19- 762). This denial by the Supreme Court means the Court has decided not to hear the case, which is favorable to the Commission in that it leaves undisturbed the favorable decision of the Third Circuit. The Supreme Court rules permit a party who has been so denied to file a petition for a rehearing of such denial, to be filed within 25 days after the date of the order of denial; but the grounds for such a petition for rehearing are limited to intervening circumstances of a substantial or controlling effect or to other substantial grounds not previously presented.” 2. On page 36 of the Official Statement under the caption “LITIGATION—General,” a new sentence is added at the end of the second paragraph. The inserted sentence reads as follows: “See information under the caption ‘LITIGATION—Certain Litigation’ for recent information regarding the United States Supreme Court’s denial of the Trucking Plaintiffs’ petition for writ of certiorari.” 3. On page 38 of the Official Statement under the caption “LITIGATION—Certain Litigation,” a new paragraph is added immediately before the last paragraph of the subsection. The inserted paragraph reads as follows: “On January 27, 2020, the United States Supreme Court denied the Trucking Plaintiffs’ petition for a writ of certiorari asking the Supreme Court to review the decision of the Third Circuit. Owner Operator Independent Drivers Association, Inc. et al. v. Pennsylvania Turnpike Commission et al., cert. denied (U.S. Jan. 27, 2020) (No. 19- 762). This denial by the Supreme Court means the Court has decided not to hear the case, which is favorable to the Commission in that it leaves undisturbed the favorable decision of the Third Circuit. The Supreme Court rules permit a party who has been so denied to file a petition for a rehearing of such denial, to be filed within 25 days after the date of the order of denial; but the grounds for such a petition for rehearing are limited to intervening circumstances of a substantial or controlling effect or to other substantial grounds not previously presented.” 4. “APPENDIX A—THE PENNSYLVANIA TURNPIKE COMMISSION—THE COMMISSION—Enabling Acts—Act 89 and Act 89 Amendment” to the Official Statement is amended by deleting the last sentence of the subsection on page A-6 and adding a new sentence in lieu thereof. The inserted new sentence reads as follows: “See, however, information under the caption ‘THE COMMISSION--Recent Developments and Pending Legislation—Commission Litigation’ for recent information regarding the United States Supreme Court’s denial of the Trucking Plaintiffs’ petition for writ of certiorari.” 5. “APPENDIX A—THE PENNSYLVANIA TURNPIKE COMMISSION—THE COMMISSION—Enabling Acts—Rules Relating to Governance and Accountability Under the Enabling Acts” to the Official Statement is amended by deleting the last sentence of the second paragraph of that subsection on page A-11 and adding a new sentence in lieu thereof. The inserted new sentence reads as follows: “See, however, information under the caption ‘THE COMMISSION--Recent Developments and Pending Legislation—Commission Litigation’ for recent information regarding the United States Supreme Court’s denial of the Trucking Plaintiffs’ petition for writ of certiorari.” 6. “APPENDIX A—THE PENNSYLVANIA TURNPIKE COMMISSION—THE COMMISSION—Recent Developments and Pending Legislation—Commission Litigation” to the Official Statement is amended by inserting on page A-17 a new paragraph immediately before the last paragraph on page A-17. The inserted paragraph reads as follows: “On January 27, 2020, the United States Supreme Court denied the Trucking Plaintiffs’ petition for a writ of certiorari asking the Supreme Court to review the decision of the Third Circuit. Owner Operator Independent Drivers Association, Inc. et al. v. Pennsylvania Turnpike Commission et al., cert. denied (U.S. Jan. 27, 2020) (No. 19- 762). This denial by the Supreme Court means the Court has decided not to hear the case, which is favorable to the Commission in that it leaves undisturbed the favorable decision of the Third Circuit. The Supreme Court rules permit a party who has been so denied to file a petition for a rehearing of such denial, to be filed within 25 days after the date of the order of denial; but the grounds for such a petition for rehearing are limited to intervening circumstances of a substantial or controlling effect or to other substantial grounds not previously presented.” DATED: January 28, 2020 NEW ISSUE - BOOK-ENTRY-ONLY Ratings: See “RATINGS” herein. Interest on and profit, if any, on the sale of the 2020 Bonds are not excludable from gross income for federal income tax purposes. In the opinions of Co-Bond Counsel, under the laws of the Commonwealth of Pennsylvania, the 2020 Bonds shall be free from taxation for State and local purposes within the Commonwealth of Pennsylvania, but this exemption does not extend to gift, estate, succession or inheritance taxes or any other taxes not levied or assessed directly on the 2020 Bonds or the interest thereon. Under the laws of the Commonwealth of Pennsylvania, profits, gains or income derived from the sale, exchange or other disposition of the 2020 Bonds shall be subject to State and local taxation within the Commonwealth of Pennsylvania. For a more complete description, see “TAX MATTERS.” $234,320,000 PENNSYLVANIA TURNPIKE COMMISSION TURNPIKE REVENUE REFUNDING BONDS consisting of $179,100,000 and $55,220,000 First Series of 2020 First Series of 2020 (Federally Taxable) (Federally Taxable) Sub-series A Dated: Date of Delivery Due: As shown on Inside Front Cover The Pennsylvania Turnpike Commission Turnpike Revenue Refunding Bonds, First Series of 2020 (Federally Taxable) (the “First Series Bonds”) and the Pennsylvania Turnpike Commission Turnpike Revenue Refunding Bonds, First Series of 2020 (Federally Taxable), Sub-series A (the “Sub-series Bonds,” and together with the First Series Bonds, the “2020 Bonds”) are being issued pursuant to a Supplemental Trust Indenture No. 53 dated as of January 1, 2020 (“Supplemental Indenture No. 53”) to the Amended and Restated Trust Indenture dated as of March 1, 2001 (the “Restated Indenture”; the Restated Indenture as amended and supplemented through the date of issue of the 2020 Bonds, including being amended and supplemented by Supplemental Indenture No. 53 and as it may be further amended and supplemented from time to time, is referred to herein as, the “Senior Indenture”), between the Pennsylvania Turnpike Commission (the “Commission”) and U.S. Bank National Association, as successor trustee (the “Trustee”). The 2020 Bonds are being issued for the purpose of: (i) providing funds to advance refund certain of the Commission’s Outstanding Bonds (the “Refunding Project”); and (ii) paying the costs of issuing the 2020 Bonds. The 2020 Bonds will be dated the date of initial issuance and delivery thereof. The 2020 Bonds will mature on December 1 of the years and bear interest from their delivery date at the rates shown on the inside cover page hereof, calculated on the basis of a year of 360 days consisting of twelve 30-day months. Interest on the 2020 Bonds will be payable on each June 1 and December 1, commencing June 1, 2020. The 2020 Bonds are deliverable in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the 2020 Bonds. Beneficial ownership interests in the 2020 Bonds will be recorded in book-entry only form in denominations of $5,000 or any multiple thereof. Purchasers of the 2020 Bonds will not receive bonds representing their beneficial ownership in the 2020 Bonds, but will receive a credit balance on the books of their respective DTC Participants or DTC Indirect Participants. So long as Cede & Co is the registered owner of the 2020 Bonds, principal of and interest on the 2020 Bonds will be paid to Cede & Co., as nominee of DTC, which will, in turn, remit such principal and interest to the Participants and Indirect Participants for subsequent disbursement to the Beneficial Owners, as described herein. The 2020 Bonds will be transferable or exchangeable to another nominee of DTC or as otherwise described herein. So long as Cede & Co. is the registered owner of the 2020 Bonds, payments of principal and interest on the 2020 Bonds will be made directly by the Trustee under the Senior Indenture, as described herein. See “DESCRIPTION OF THE 2020 BONDS - Book-Entry Only System.” The 2020 Bonds will be subject to optional redemption prior to maturity and mandatory sinking fund redemption as described herein.
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