Vikings Stadium Bond Offer
Vikings Stadium Bond Offer
Vikings Stadium Bond Offer
Supplement dated January 23, 2014 to Preliminary Official Statement dated January 6, 2014
Relating to the
$397,680,000*
STATE OF MINNESOTA
State General Fund Appropriation
Bonds, Tax-Exempt Series 2014A
$70,255,000*
STATE OF MINNESOTA
State General Fund Appropriation
Bonds, Taxable Series 2014B
The Preliminary Official Statement dated January 6, 2014 is hereby amended and supplemented for the purpose of
providing certain additional, updated information, as follows:
1. On the top right of the front cover, Standard and Poors Rating Group and Fitch Ratings have assigned
ratings of AA and AA, respectively.
2. On the front cover, the last sentence of the last paragraph, Delivery will be made on or about January 31,
2014.
3. On the bottom left of the front cover, Cronin shall be amended to Cronin & Co., Inc.
4. On page 1, Dated Date: Date of delivery, expected to be January 31, 2014.
5. On the front cover and in the second to last paragraph of page 2, Registrar/Paying Agent/Disbursing Agent
is The Bank of New York Mellon Trust Company, N.A.
6. The section entitled LITIGATION beginning on page 24 is hereby supplemented and amended by the
replacement in its entirety with the following:
LITIGATION
Except as noted below, there is not now pending or threatened any litigation seeking to restrain or
enjoin the sale, issuance, execution or delivery of the Bonds, or in any manner questioning or
affecting the validity of the Bonds, or the proceedings or authority pursuant to which the Bonds
are to be issued and sold or the Project undertaken, or the respective roles of the State, the
Authority or the City of Minneapolis in connection with the Project. There can be no assurance
that appeals or future litigation relating to such matters may not be commenced, or as to the result
of any such litigation.
Paul Johnson v. Mark Dayton and Minnesota State Legislature (Minnesota Court of Appeals,
Court File No. A13-2062). This case stems from the Stadium Act passed by the Minnesota
Legislature and signed by the Governor in May 2012. A provision of the Stadium Act mandates
that the new stadium be constructed in the city of Minneapolis. Johnson filed the instant action
against the Governor and the Legislature in July 2013. His Amended Complaint, filed in
September, alleges that the Governor and the Legislature violated the law by not providing equal
treatment or equal protection of the law when they discriminated against the people and fans of
Ramsey County and Arden Hills, when they eliminated consideration of the Arden Hills [stadium]
site[.] The Complaint and subsequent Amended Complaint assert nothing about Johnson other
than his name, address, and telephone number. The Amended Complaint requests an injunction
halting stadium construction on the current Metrodome site. The Governor and the Legislature
moved to dismiss, noting that (1) both are immune from suit for debating, passing, and signing
legislation; (2) Johnsons pleadings allege no facts to support a contention that he has suffered an
injury in fact as the result of the challenged actions of Governor and the Legislature; and (3)
Johnsons pleadings fail to state an equal-protection (or any other) claim upon which relief can be
granted. The district court granted the Governor and the Legislatures motion and dismissed the
2
action. The court based its decision on both Johnsons lack of standing and Respondents
legislative immunity. The court did not reach the question of Johnsons failure to state a claim
upon which relief can be granted. On November 1, 2013, Johnson appealed to the Minnesota
Court of Appeals. Briefs have been filed with the Minnesota Court of Appeals. A decision on the
merits is still pending. On January 8, 2014, Johnson filed a motion in both the district court and
the Minnesota Court of Appeals requesting an injunction halting demolition of the Metrodome.
The district court denied the motion on that day; the Minnesota Court of Appeals denied it on
January 21, 2014.
Doug Mann v. Minneapolis City Council (Fourth Jud. Dist., Court File No. 27-CV-13-13029). On
November 12, 2013, the district court issued an order dismissing the petition for writ of mandamus
filed by Doug Mann in August, 2013. The petition filed by Mann sought to require the City of
Minneapolis to place the Citys financial contribution to the Project, consisting of $150 million in
support of Project construction costs and additional on-going annual City contributions for
operating costs and capital reserves, on the Citys November, 2013, ballot to satisfy the 1997 City
Charter requirement that stadium spending over $10 million be put to voters. The district court
ruled that in enacting the Stadium Legislation, the Minnesota Legislature preempted the
referendum requirement in Section 13 of the City Charter. On January 9, 2014, Mann filed a
petition for mandamus with the Minnesota Court of Appeals challenging the order of the district
court dismissing his petition for mandamus. Minneapolis moved for expedited review or
establishment of a surety bond. On January 21, 2014, the Minnesota Court of Appeals filed an
order stating that Mann failed to bring a timely appeal of the district court order, denying the
petition for mandamus and denying as moot the motion for expedited consideration or
establishment of a surety bond. Mann has thirty days from the date of filing of the order to file a
petition for review with the Minnesota Supreme Court.
In re Doug Mann, Linda Mann, David Tilsen v. Jim Schowalter, Commissioner of Minnesota
Management and Budget (Minnesota Supreme Court, Court File No. A14-0029). On January 10,
2014, petitioners filed a petition for a writ of prohibition with the Minnesota Supreme Court
requesting an order prohibiting the Commissioner from proceeding with the sale and issuance of
the Bonds contending that the local sales tax revenues dedicated by Minneapolis to repay a portion
of the Bonds violated Article X, 1 of the Minnesota Constitution. The Commissioner opposed
the petition. The Minnesota Sports Facilities Authority moved to intervene and for an order to
require the petitioners to post a surety bond in the amount of $49.7 million dollars. The Minnesota
Sports Facilities Authoritys motion to intervene was granted. Pursuant to court order, the parties
filed supplemental memoranda on the issue of jurisdiction. On January 21, 2014, the Minnesota
Supreme Court dismissed the petition for a writ of prohibition stating that the Court did not have
original jurisdiction and that the petitioners did not demonstrate that they do not have an adequate
remedy at law. The Court noted in reaching its ruling that: In using the phrase adequate remedy
at law, we do not imply that petitioners have stated, or could state in another proceeding, a claim
upon which relief could be granted. The Minnesota Supreme Court denied as moot the motion of
the Minnesota Sports Facilities Authority to require the posting of a surety bond. The Court did
not address the merits of the constitutional issues raised by the petitioners.
While at any given time, including the present, there are numerous civil actions pending against
the State, which could, if determined adversely to the State, affect the States expenditures, and, in
some cases, its revenues, the State Attorney General is of the opinion that, except for the actions
described in Note 19 to the State Financial Statements for the Fiscal Year Ended June 30, 2013,
set forth in APPENDIX E and additional actions discussed in the section entitled Litigation in
the Preliminary Official Statement dated January 6, 2014, no pending actions are likely to have a
material adverse effect in excess of $15 million on the States expenditures or revenues during the
Current Biennium.
The following is a discussion of developments regarding the actions described in the referenced
Note 19 that occurred and are subsequent to the date of the financial statements contained in
APPENDIX E, and a description of additional actions that have been initiated against the State
3
since the date of the financial statements contained in APPENDIX E and are material for purposes
of this Official Statement.
Kiminski v. Hunt et al and similar matters. In one of the dismissed cases, the remaining defendant
has now asserted claims against the State for indemnity, contribution, negligence and breach of
fiduciary duty. The cross claims of the remaining defendant are the subject of a motion to dismiss.
Skaja v. Minnesota Department of Health, Bearder, et al. v. Minnesota, et al., and Anderson v.
State of Minnesota (Hennepin County District Court). On December 30, 2013, a Settlement
Agreement and Release of Claims (Settlement Agreement) was fully executed by all the parties
in the Skaja and Bearder cases. The claims of the Anderson plaintiffs were voluntarily dismissed
on June 12, 2013. Pursuant to the Settlement Agreement, the parties agreed to the compromise of
all claims for the purpose of avoiding protracted litigation and that the consideration extended
under the Settlement Agreement was not an admission of liability on the part of Defendants. The
Minnesota Department of Health agreed to pay $975,000 for attorneys fees, costs, and
disbursements, to transfer the blood specimen cards of the minor plaintiffs that had not been
previously destroyed, to permanently eradicate and destroy all newborn screening test results of
the minor plaintiffs, and to operate the Newborn Screening Program in compliance with the
Genetic Privacy Act, Minn. Stat. 13.386 (2012), as now in force or subsequently amended. The
Order for Dismissal was signed by the Court on January 3, 2014.
Kimberly-Clark Corporation & Subsidiaries v. Commissioner of Revenue (Minnesota Tax Court).
The taxpayer filed an appeal in the Minnesota Tax Court challenging the Commissioners denial
of the taxpayers refund claims. The taxpayer alleges it is entitled to elect a corporate tax
apportionment formula set forth in the Multistate Tax Compact, even though the Minnesota
legislature repealed that provision of the Compact from the Minnesota Statutes in 1987.
Resolution of this case may impact the Commissioners assessments against other multistate tax
filers and may impact refund claims corporate taxpayers have and may file with the
Commissioner. Multiple corporate taxpayers have currently filed about $53 million in refund
claims, with estimated potential total refunds of $700 million.
Steele County v. MnDOT: Waseca County v. MnDOT (Steele County Court File No. 74-CV-12-
2638; Court of Appeals File No. A13-0692). On January 6, 2014, the parties executed a
settlement agreement which calls for MnDOT to complete specified work on former Trunk
Highway 14 in Steele and Waseca counties. The target completion date for the project is 2015,
and no later than 2017. The agreement is conditioned upon enactment by the Minnesota
legislature of a law, duly signed by the Governor, allowing MnDOT to acquire jurisdiction over
former Trunk Highway 14, fund the project, and release the roadway back to the counties. Oral
argument in the Minnesota Court of Appeals action is stayed.
7. The first sentence under the section entitled RATINGS is replaced in its entirety with the following
sentence:
Standard and Poors Rating Group and Fitch Ratings have assigned ratings of AA and AA,
respectively to the Bonds.
8. In APPENDIX B, beginning on page B-13, the section entitled BIENNIUM UPDATES October
Economic Update is hereby supplemented and amended by the replacement in its entirety with the
following:
January Revenue and Economic Update
The States revenue collections and outlook remain positive. The States net general fund receipts
totaled $3.330 billion during the months of November and December, $172 million (5.4 percent)
more than projected in November 2013s Revenue and Expenditure Forecast. Stronger than
projected estimated individual income tax payments provided the largest amount of additional
4
revenue for the period. Net receipts from sales and corporate taxes and all other revenues were
also above forecast.
Individual income tax receipts during the last two months of 2013 were $90 million (6.7 percent)
above forecast. Estimated tax payments (declarations) exceed the forecast by $67 million, but that
additional revenue may not be indicative of higher tax liability. Even though fourth quarter
individual estimated payments are not due until January 15, many taxpayers make early payments
on or about December 31 so that they can deduct them on their federal tax returns. This year it
appears more taxpayers made early payments than usual. In addition, average estimated payments
in December were higher than projected, which may imply lower final payments on April 15.
Finally, forecasting fourth quarter estimated payments is particularly challenging this year,
because taxpayers may have responded to the safe harbor provisions related to the new fourth
income tax bracket in ways that are difficult to foresee.
Net sales tax receipts for the months of November and December were $37 million (4.6 percent)
more than forecast. That additional revenue appears to be due to stronger than anticipated
economic activity and possibly larger than anticipated effects of recent law changes. Also, since
most businesses remit sales taxes in the month after a purchase was made, the additional revenue
reflects only the November portion of the Christmas shopping season. Taxes on December sales
will be remitted in January. Corporate tax receipts were $22 million (8.5 percent) above forecast in
November and December. A shortfall in corporate estimated payments (declarations) was more
than made up by lower corporate refunds. Finally, net other revenues exceeded forecast by a
combined $22 million (2.9 percent). Much of that difference appears to be due to the timing of
receipts and refunds.
9. In APPENDIX C, page C-8, the following sentence shall be added to the end of the seventh paragraph in
the section entitled CONTINGENT LIABILITIES State Continuing Appropriations:
MHFA intends to issue the remaining authorization, $14,540,000 in bonds, in February of 2014.
T
h
i
s
P
r
e
l
i
m
i
n
a
r
y
O
f
c
i
a
l
S
t
a
t
e
m
e
n
t
a
n
d
t
h
e
i
n
f
o
r
m
a
t
i
o
n
c
o
n
t
a
i
n
e
d
h
e
r
e
i
n
a
r
e
s
u
b
j
e
c
t
t
o
c
o
m
p
l
e
t
i
o
n
o
r
a
m
e
n
d
m
e
n
t
.
T
h
e
s
e
s
e
c
u
r
i
t
i
e
s
m
a
y
n
o
t
b
e
s
o
l
d
n
o
r
m
a
y
o
f
f
e
r
s
t
o
b
u
y
b
e
a
c
c
e
p
t
e
d
p
r
i
o
r
t
o
t
h
e
t
i
m
e
o
f
f
o
r
m
a
l
a
w
a
r
d
b
y
t
h
e
i
s
s
u
e
r
.
U
n
d
e
r
n
o
c
i
r
c
u
m
s
t
a
n
c
e
s
s
h
a
l
l
t
h
i
s
P
r
e
l
i
m
i
n
a
r
y
O
f
c
i
a
l
S
t
a
t
e
m
e
n
t
c
o
n
s
t
i
t
u
t
e
a
n
o
f
f
e
r
t
o
s
e
l
l
o
r
t
h
e
s
o
l
i
c
i
t
a
t
i
o
n
o
f
a
n
o
f
f
e
r
t
o
b
u
y
n
o
r
s
h
a
l
l
t
h
e
r
e
b
e
a
n
y
s
a
l
e
o
f
t
h
e
s
e
s
e
c
u
r
i
t
i
e
s
i
n
a
n
y
j
u
r
i
s
d
i
c
t
i
o
n
i
n
w
h
i
c
h
s
u
c
h
o
f
f
e
r
,
s
o
l
i
c
i
t
a
t
i
o
n
o
r
s
a
l
e
w
o
u
l
d
b
e
u
n
l
a
w
f
u
l
p
r
i
o
r
t
o
r
e
g
i
s
t
r
a
t
i
o
n
o
r
q
u
a
l
i
c
a
t
i
o
n
u
n
d
e
r
t
h
e
s
e
c
u
r
i
t
i
e
s
l
a
w
s
o
f
a
n
y
s
u
c
h
j
u
r
i
s
d
i
c
t
i
o
n
.
PRELIMINARY OFFICIAL STATEMENT DATED JANUARY 6, 2014
NEW ISSUE BOOK ENTRY ONLY RATINGS REQUESTED FROM:
Fitch: ___
Standard & Poors: ___
See RATINGS herein
In the opinion of Kutak Rock LLP, Bond Counsel, under existing federal and Minnesota laws, regulations, rulings
and judicial decisions and assuming the accuracy of certain representations and continuing compliance with certain
covenants, interest on the Tax-Exempt Bonds is excludable from gross income for federal income tax purposes and from
taxable net income of individuals, estates or trusts for Minnesota income tax purposes; is includable in the income of
corporations and nancial institutions for purposes of the Minnesota franchise tax; and is not a specic tax preference
item for purposes of the federal alternative minimum tax or the Minnesota alternative minimum tax applicable to
individuals, estates and trusts, except that such interest must be included in the adjusted current earnings of certain
corporations for purposes of calculating federal alternative minimum taxable income. The interest to be paid on the
Taxable Bonds is includable in gross income of owners thereof for federal income tax purposes, in taxable net income
of individuals, trusts and estates for Minnesota income tax purposes, and in the income of corporations and nancial
institutions for purposes of the Minnesota franchise tax. For a discussion of tax matters see TAX MATTERS herein.
$467,935,000*
STATE OF MINNESOTA
State General Fund Appropriation Bonds
consisting of
$397,680,000* State General Fund Appropriation Bonds, Tax-Exempt Series 2014A
(the Series 2014A Bonds or Tax-Exempt Bonds)
$70,255,000* State General Fund Appropriation Bonds, Taxable Series 2014B
(the Series 2014B Bonds or Taxable Bonds)
(the Series 2014A Bonds and the Series 2014B Bonds are collectively referred as the Bonds)
Dated: Date of delivery Due: As shown on inside front cover
THE BONDS ARE PAYABLE IN EACH FISCAL YEAR ONLY FROM AMOUNTS APPROPRIATED BY THE LEGISLATURE
OF THE STATE OF MINNESOTA (THE STATE) PURSUANT TO MINNESOTA STATUTES, SECTION16A.965 (THE ACT),
AND ACCORDING TO THE TERMS OF AN ORDER OF THE COMMISSIONER OF MANAGEMENT AND BUDGET (THE
ORDER) FOR THE PAYMENT OF THE BONDS. NO OTHER REVENUES OR ASSETS OF THE STATE ARE PLEDGED
FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE BONDS ARE NOT PUBLIC DEBT OF
THE STATE SUBJECT TO CONSTITUTIONAL LIMITATIONS ON INDEBTEDNESS, AND THE FULL FAITH, CREDIT, AND
TAXING POWERS OF THE STATE ARE NOT PLEDGED TO THE PAYMENT OF THE BONDS OR TO ANY PAYMENT THAT THE
STATE AGREES TO MAKE UNDER THE ACT AND THE ORDER. THE BONDS ARE NOT PAYABLE DIRECTLY, IN WHOLE
OR IN PART, FROM A TAX OF STATEWIDE APPLICATION ON ANY CLASS OF PROPERTY, INCOME, TRANSACTION,
OR PRIVILEGE. THE BONDS SHALL BE CANCELLED AND SHALL NO LONGER BE OUTSTANDING ON THE FIRST DAY
OF A FISCAL YEAR FOR WHICH THE LEGISLATURE SHALL NOT HAVE APPROPRIATED AMOUNTS SUFFICIENT TO
PAY PRINCIPAL OF AND INTEREST ON THE BONDS. AMOUNTS APPROPRIATED TO PAY PRINCIPAL OF AND
INTEREST ON THE BONDS CONSTITUTE A CONTINUING APPROPRIATION THAT DOES NOT REQUIRE ANY
FURTHER ACTION BY THE LEGISLATURE; HOWEVER, CONTINUING APPROPRIATIONS MAY BE REDUCED
OR REPEALED IN THEIR ENTIRETY BY THE MINNESOTA LEGISLATURE. STATE APPROPRIATIONS,
INCLUDING CONTINUING APPROPRIATIONS, ARE ALSO SUBJECT TO EXECUTIVE UNALLOTMENT, IN
WHOLE OR IN PART, UNDER MINNESOTA STATUTES, SECTION 16A.152. SEE NATURE OF OBLIGATION
AND SOURCE OF PAYMENT FOR THE BONDS HEREIN.
The Bonds are subject to optional redemption and mandatory sinking fund redemption, and the Series 2014B Bonds are
subject to optional make-whole redemption, by the State as provided herein. See THE BONDS - Redemption Provisions
herein.
The Bonds will be available in book-entry form only, and initially will be registered in the name of Cede & Co., nominee
of The Depository Trust Company, New York, New York (DTC), which will act as securities depository for the Bonds.
___________ is the Registrar and Paying Agent (the Paying Agent) and the Disbursing Agent (the Disbursing Agent) for the
Bonds.
The Bonds are offered when, as and if issued by the State and accepted by the Underwriters, subject to the legal opinions of
Kutak Rock LLP, Omaha, Nebraska, Bond Counsel, and of the State Attorney General as to the validity of the Bonds. Certain legal
matters will be passed upon by McGrann Shea Carnival Straughn & Lamb, Chartered, as counsel to RBC Capital Markets, LLC,
representative on behalf of the Underwriters. Delivery will be made on or about January 23, 2014.
RBC Capital Markets
J.P. Morgan Wells Fargo Securities
Citigroup Loop Capital Markets Morgan Stanley
Cronin Piper Jaffray & Co.
* Preliminary, subject to change.
i
$467,935,000*
STATE OF MINNESOTA
State General Fund Appropriation Bonds
Maturities, Amounts, Interest Rates, Prices or Yields and CUSIPs
$397,680,000* State General Fund Appropriation
Bonds, Tax-Exempt Series 2014A
(the Series 2014A Bonds or Tax-Exempt
Bonds)
Serial Bonds
Maturity
(June 1) Amount*
Interest
Rate
Price or
Yield CUSIP**
2015 $6,500,000
2016 6,760,000
2017 7,030,000
2018 7,385,000
2019 7,750,000
2020 8,140,000
2021 8,545,000
2022 8,975,000
2023 9,425,000
2024 9,895,000
2025 10,390,000
2026 10,910,000
2027 11,455,000
2028 12,025,000
2029 12,630,000
2030 13,260,000
2031 13,920,000
2032 14,620,000
2033 15,350,000
Term Bonds
$89,055,000* Term Bonds due June 1, 2038 Price:
_.___% Yield: _.___% CUSIP**: _________
$113,660,000* Term Bonds due June 1, 2043 Price:
_.___% Yield: _.___% CUSIP**: _________
$70,255,000* State General Fund Appropriation
Bonds, Taxable Series 2014B
(the Series 2014B Bonds or Taxable Bonds)
Serial Bonds
Maturity
(June 1) Amount*
Interest
Rate
Price or
Yield CUSIP**
2015 $1,385,000
2016 1,395,000
2017 1,410,000
2018 1,435,000
2019 1,465,000
2020 1,510,000
2021 1,555,000
2022 1,615,000
2023 1,675,000
2024 1,740,000
2025 1,815,000
2026 1,895,000
2027 1,980,000
2028 2,070,000
2029 2,170,000
Term Bonds
$12,590,000* Term Bonds due June 1, 2034 Price:
_.___% Yield: _.___% CUSIP**: _________
$32,550,000* Term Bonds due June 1, 2043 Price:
_.___% Yield: _.___% CUSIP**: _________
* Preliminary, subject to change.
** Copyright 2014, American Bankers Association. CUSIP data herein are provided by Standard & Poors CUSIP Service
Bureau, a Division of The McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the
convenience of Bondholders only at the time of issuance of the Bonds. Neither the State nor the Underwriters make any
representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future.
The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various
subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement
of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain
maturities of the Bonds.
ii
THE UNDERWRITERS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE OR MAINTAIN THE PRICE OF THE SECURITIES AT A LEVEL ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET, OR OTHERWISE AFFECT THE PRICE OF THE
SECURITIES OFFERED HEREBY, INCLUDING OVER-ALLOTMENT AND STABILIZING
TRANSACTIONS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO DEALER, BROKER, SALESPERSON OR OTHER PERSON IS AUTHORIZED BY THE
STATE OR THE UNDERWRITERS IN CONNECTION WITH ANY OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED
HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE STATE OR THE UNDERWRITERS. THIS
OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, NOR SHALL THERE BE A SALE OF ANY OF THE SECURITIES OFFERED
HEREBY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH AN OFFER, SOLICITATION OR SALE.
This Official Statement contains information furnished by the State and other sources, all of which are
believed to be reliable. The State has not independently verified the information contained in TAX MATTERS
and cannot and does not warrant the accuracy or completeness of this information.
The information and expressions of opinion contained herein are subject to change without notice and
neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the State since the date hereof or that the information
contained herein is correct as of any date subsequent to the date hereof. Such information and expressions of
opinion are made for the purpose of providing information to prospective investors and are not to be used for any
other purpose or relied on by any other party. See CONTINUING DISCLOSURE.
The order and placement of material in this Official Statement, including its appendices, are not to be
deemed a determination of relevance, materiality or importance, and all materials in this Official Statement,
including its appendices, must be considered in their entirety.
This Official Statement contains forecasts, projections, and estimates that are based on current expectations
but are not intended as representations of fact or guarantees of results. If and when included in this Official
Statement, the words expects, forecasts, projects, intends, anticipates, estimates, and analogous
expressions are intended to identify forward-looking statements as defined in the Securities Act of 1933, as
amended, and any such statements inherently are subject to a variety of risks and uncertainties, which could cause
actual results to differ materially from those contemplated in such forward-looking statements. These forward-
looking statements speak only as of the date of this Official Statement. The State disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect
any change in the States expectations with regard thereto or any change in events, conditions, or circumstances on
which any such statement is based.
THE BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Underwriters have provided the following sentence for inclusion in this Official Statement: The
Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their
responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this
transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.
To ensure compliance with Treasury Circular 230, taxpayers holding the Bonds are hereby notified that:
(a) any discussion of U.S. federal tax issues in this Official Statement is not intended or written to be relied upon,
and cannot be relied upon, by taxpayers for the purpose of avoiding penalties that may be imposed on taxpayers
under the Code; (b) such discussion is written in connection with the promotion or marketing of the transactions or
matters addressed herein; and (c) taxpayers should seek advice based on their particular circumstances from an
independent tax advisor.
iii
STATE OF MINNESOTA OFFICIALS
GOVERNOR
LIEUTENANT GOVERNOR
SECRETARY OF STATE
STATE AUDITOR
ATTORNEY GENERAL
LEGISLATIVE AUDITOR
Mark Dayton
Yvonne Prettner Solon
Mark Ritchie
Rebecca Otto
Lori Swanson
James R. Nobles
COMMISSIONER OF MANAGEMENT AND BUDGET
James D. Schowalter
TABLE OF CONTENTS
Page
SUMMARY STATEMENT ................................................................................................................................. 1
OFFICIAL STATEMENT .................................................................................................................................... 3
THE BONDS ........................................................................................................................................................ 3
General ............................................................................................................................................................ 3
Authorization and Purpose .............................................................................................................................. 3
Recent Supreme Court Decision ..................................................................................................................... 3
Bond Terms ..................................................................................................................................................... 4
Redemption Provisions .................................................................................................................................... 4
NATURE OF OBLIGATION AND SOURCE OF PAYMENT FOR THE BONDS .......................................... 7
General ............................................................................................................................................................ 7
Bond Account .................................................................................................................................................. 8
Certain Risks ................................................................................................................................................... 9
PROJECT DESCRIPTION ................................................................................................................................. 11
General .......................................................................................................................................................... 11
The Authority ................................................................................................................................................ 11
Grant of Bond Proceeds ................................................................................................................................ 12
SOURCES AND USES OF FUNDS .................................................................................................................. 13
BOOK ENTRY SYSTEM .................................................................................................................................. 13
TAX MATTERS................................................................................................................................................. 15
The Tax-Exempt Bonds ................................................................................................................................. 15
The Taxable Bonds ........................................................................................................................................ 18
Changes in Federal and State Tax Law ......................................................................................................... 20
ERISA CONSIDERATIONS ............................................................................................................................. 21
Plan Asset Regulation ................................................................................................................................... 21
Prohibited Transactions ................................................................................................................................. 22
Purchasers/Transferees Representations and Warranties ............................................................................ 23
Consultation with Counsel ............................................................................................................................ 23
LEGAL OPINION .............................................................................................................................................. 23
FINANCIAL INFORMATION .......................................................................................................................... 23
LITIGATION ..................................................................................................................................................... 24
CONTINUING DISCLOSURE .......................................................................................................................... 25
FINANCIAL ADVISOR .................................................................................................................................... 26
UNDERWRITING ............................................................................................................................................. 26
RATINGS ........................................................................................................................................................... 27
AUTHORIZATION OF OFFICIAL STATEMENT .......................................................................................... 27
APPENDIX A State Government and Fiscal Administration .......................................... A-1
APPENDIX B State Finances .......................................................................................... B-1
APPENDIX C State Debt ................................................................................................ C-1
APPENDIX D Selected Economic and Demographic Information ................................. D-1
APPENDIX E State Financial Statements for the Fiscal Year Ended June 30, 2013 ...... E-1
APPENDIX F Description of Certain Documents .......................................................... F-1
APPENDIX G Continuing Disclosure Undertaking ........................................................ G-1
APPENDIX H Forms of Legal Opinions ......................................................................... H-1
1
SUMMARY STATEMENT
(This Summary Statement information is qualified in its entirety by the detailed information contained in this
Official Statement. Investors must read the entire Official Statement to obtain information essential to the making
of an informed investment decision.)
Issuer: State of Minnesota (the State)
Offering $397,680,000
*
State General Fund Appropriation Bonds, Tax-Exempt Series
2014A (the Series 2014A Bonds or the Tax-Exempt Bonds)
$70,255,000
*
State General Fund Appropriation Bonds, Taxable Series 2014B
(the Series 2014B Bonds or the Taxable Bonds)
(The Series 2014A Bonds and the Series 2014B Bonds are collectively
referred to as the Bonds)
Principal Amount: The principal amounts of the Bonds are set forth on the inside front cover page.
Interest: Interest will be calculated on the basis of a 360-day year consisting of twelve
30-day months, from the Dated Date (see below) of the Bonds, payable
semiannually on each June 1 and December 1, commencing June 1, 2014.
Dated Date: Date of delivery, expected to be January 23, 2014.
Authorization: The Bonds are being issued pursuant to an Order of the Commissioner of
Management and Budget and Minnesota Statutes, Section 16A.965 (the Act).
See THE BONDS Authorization and Purpose and Recent Supreme Court
Decision herein.
Security: The Act provides for annual appropriations from the State General Fund in the
amount needed to pay principal of and interest on the Bonds. Such
appropriations constitute a continuing appropriation that does not require any
further action by the Legislature; however, such appropriations are subject to
repeal by the legislature or unallotment under Minnesota Statutes, Section
16A.152. The Bonds shall be cancelled and shall no longer be outstanding upon
such repeal or unallotment and otherwise as provided by the Act and the Order.
THE BONDS ARE PAYABLE IN EACH FISCAL YEAR ONLY FROM
AMOUNTS APPROPRIATED BY THE LEGISLATURE OF THE STATE
PURSUANT TO THE ACT AND ACCORDING TO THE TERMS OF AN
ORDER OF THE COMMISSIONER OF MANAGEMENT AND BUDGET
FOR THE PAYMENT OF THE BONDS. NO OTHER REVENUES OR
ASSETS OF THE STATE ARE PLEDGED FOR THE PAYMENT OF THE
PRINCIPAL OF OR INTEREST ON THE BONDS. THE BONDS ARE NOT
PUBLIC DEBT OF THE STATE SUBJECT TO CONSTITUTIONAL
LIMITATIONS ON INDEBTEDNESS, AND THE FULL FAITH, CREDIT,
AND TAXING POWERS OF THE STATE ARE NOT PLEDGED TO THE
PAYMENT OF THE BONDS OR TO ANY PAYMENT THAT THE STATE
AGREES TO MAKE UNDER THE ACT AND THE ORDER. THE BONDS
ARE NOT PAYABLE DIRECTLY, IN WHOLE OR IN PART, FROM A TAX
OF STATEWIDE APPLICATION ON ANY CLASS OF PROPERTY,
INCOME, TRANSACTION, OR PRIVILEGE.
* Preliminary, subject to change.
2
Cancellation: If the State legislature reduces or repeals the Continuing Appropriations (as
defined herein) for payment of principal of and interest on the Bonds pursuant to
the Act or in the event of an executive unallotment, in whole or in part, under
Minnesota Statutes, Section 16A.152, the Bonds shall be cancelled and shall no
longer be outstanding on the first day of the fiscal year for which the Legislature
shall not have appropriated amounts sufficient for payment of principal of and
interest on the Bonds, or from and after the date of such unallotment, as the case
may be. Upon such cancellation, the Bonds no longer shall be outstanding and
the State shall not be liable, obligated or in any way responsible for the payment
of any principal of or interest on the Bonds coming due in succeeding fiscal
years for which funds for such purposes have not been appropriated. The repeal
or unallotment of the appropriations and the cancellation of the Bonds shall not
constitute a default by the State in respect of the Bonds.
Denominations: The Series 2014A Bonds maturing in years ____ and ______will be issued in
fully registered form without interest coupons in denominations of $1,000 and
integral multiples thereof. The Series 2014A Bonds maturing in years ____ to
______ and all of the Series 2014B Bonds will be issued in fully registered form
without interest coupons in denominations of $5,000 and integral multiples
thereof.
Book-Entry Bonds: The Bonds will be initially 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 Bonds.
Record Date: The close of business on the 15
th
day (whether or not a business day) of the
immediately preceding month.
Redemption Provisions: (i) The Series 2014A Bonds maturing in the years 20__ and 20__ and the
Series 2014B Bonds maturing in the years 20__ and 20__, are subject to
mandatory sinking fund redemption.
(ii) The Bonds maturing on or after June 1, 2024 are subject to prior redemption
at the option of the State in whole or in part at par plus accrued interest on
any date on or after June 1, 2023.
(iii) The Series 2014B Bonds are subject to make-whole redemption at the
option of the State on any Business Day prior to June 1, 2023, as provided
herein. See THE BONDS Redemption Provisions herein.
Continuing Disclosure: Other than as described under CONTINUING DISCLOSURE, in the previous
five years the Commissioner of Management and Budget has not failed to
comply in any material respect with any written continuing disclosure
undertaking with respect to any bonds for which the State is an obligated person.
Bond Ratings: Ratings on the Bonds have been requested from Fitch Ratings and Standard &
Poors Ratings Group.
Registrar/Paying
Agent/Disbursing Agent:
[To be Determined]
Legal Opinions: The Bonds are approved as to validity by the State Attorney General and Kutak
Rock LLP, Omaha, Nebraska, as Bond Counsel. Only Kutak Rock LLP will
provide the opinion regarding the tax exemption of interest on the Series 2014A
Bonds.
3
OFFICIAL STATEMENT
$467,935,000
*
STATE OF MINNESOTA
State General Fund Appropriation Bonds
consisting of
$397,680,000* State General Fund Appropriation Bonds, Tax-Exempt Series 2014A
(the Series 2014A Bonds or Tax-Exempt Bonds)
$70,255,000* State General Fund Appropriation Bonds, Taxable Series 2014B
(the Series 2014B Bonds or Taxable Bonds)
THE BONDS
General
This Official Statement, including the cover page and the Appendices (this Official Statement), has been prepared
by the State of Minnesota Department of Management and Budget (the Department or MMB) to furnish
information relating to the $397,680,000* State General Fund Appropriation Bonds, Tax-Exempt Series 2014A (the
Series 2014A Bonds or Tax-Exempt Bonds), and the $70,255,000* State General Fund Appropriation Bonds,
Taxable Series 2014B (the Series 2014B Bonds or Taxable Bonds) of the State of Minnesota (the State) to be
dated the date of issuance, to prospective purchasers and actual purchasers of the Bonds. Prospective and actual
purchasers should read this entire Official Statement.
Authorization and Purpose
The Bonds are being issued by the State, acting by and through its Commissioner of Management and Budget (the
Commissioner), pursuant to an Order of the Commissioner, as supplemented (the Order), and Minnesota
Statutes, Section 16A.965 (the Act), which authorizes the State to issue bonds payable from amounts appropriated
by the Legislature of the State for the purpose of providing financing of a portion of the costs of acquisition,
construction, improving, and equipping of the stadium project of the Minnesota Sports Facilities Authority as
provided by Minnesota Statutes, Chapter 473J (the Stadium Act), and for the funding of a debt service reserve
account, if any, the payment of capitalized interest and the payment of issuance costs related to the Bonds.
Recent Supreme Court Decision
The Act provides that appropriation bonds such as the Bonds may be validated by order of the Minnesota Supreme
Court or if comparable appropriation bonds are determined to be valid, no validation is required. On October 31,
2012, the Minnesota Supreme Court issued its opinion in James D. Schowalter, in his capacity as Commissioner of
the Minnesota Department of Management and Budget v. The State of Minnesota and the Taxpayers and Citizens of
the State of Minnesota (Minnesota Supreme Court, filed October 31, 2012, Docket No. A12-0622) (the Case). In
its opinion, the Minnesota Supreme Court concluded that, under the plain language of Article XI, Section 4 of the
Minnesota Constitution, the Appropriation Bonds do not constitute public debt for which the State has pledged its
full faith, credit, and taxing powers. The Minnesota Supreme Court held that, accordingly, the $656,220,000 State
of Minnesota State General Fund Appropriation Refunding Bonds, consisting of $54,665,000 State General Fund
Appropriation Refunding Bonds, Taxable Series 2012A and $601,555,000 State General Fund Appropriation
*
Preliminary, subject to change.
4
Refunding Bonds, Tax-Exempt Series 2012B (collectively, the Series 2012 Bonds) are not subject to the
Minnesota Constitutions Article XI, Section 5, restrictions on the use of the proceeds of public debt.
The complaint giving rise to the Case requested the Minnesota Supreme Court to validate the Series 2012 Bonds.
The Minnesota Supreme Court decided the constitutional public debt question raised by the complaint. However,
the Minnesota Supreme Court declined to address the question of whether the Commissioner had taken all action
necessary and sufficient for the valid issuance of the Series 2012 Bonds in accordance with law on the grounds that
there was not a justiciable controversy on that question before the Court because the parties to the legal proceeding
had agreed that the Commissioner had taken all procedural steps necessary to issue the Series 2012 Bonds. In light
of the permissive language of the Act and the Case opinion, it is not necessary for the Bonds to be issued with a
Minnesota Supreme Court validation order. See APPENDIX H for the form of legal opinions to be delivered upon
issuance of the Bonds.
Bond Terms
The Bonds mature on the dates and in the principal amounts and bear interest at the annual rates shown on the inside
front cover page of this Official Statement. Such interest is computed on the basis of a 360-day year and twelve 30-
day months. Interest on the Bonds is payable semiannually on each June 1 and December 1 to maturity or prior
redemption, if any, commencing June 1, 2014, to the registered owner thereof as of the close of business on the
fifteenth day of the immediately preceding month, whether or not such day is a business day (the Record Date). If
principal or interest is due on a date on which commercial banks are not open for commercial business, then
payment will be made on the first day thereafter when such banks are open for business.
The Bonds will be issued initially registered in the name of Cede & Co., nominee of The Depository Trust
Company, New York, New York, which will act as securities depository for the Bonds. Accordingly, printed Bonds
will not be available to purchasers of the Bonds. For a description of the book entry system pursuant to which the
Bonds will be issued see the section hereof entitled BOOK ENTRY SYSTEM.
Series 2014A Bonds
The Series 2014A Bonds maturing in years ____ and _____ are issued in book entry form and in denominations of
$1,000 or multiples thereof of a single interest rate of a single maturity. The Series 2014A Bonds maturing in years
____ to _____ are issued in book entry form and in denominations of $5,000 or multiples thereof of a single interest
rate of a single maturity.
Series 2014B Bonds
The Series 2014B Bonds are issued in book entry form and in denominations of $5,000 or multiples thereof of a
single interest rate of a single maturity.
Redemption Provisions
Mandatory Sinking Fund Redemption
The Series 2014A Bonds maturing on June 1, 20__, are required to be redeemed in part prior to maturity on June 1
at the principal amount thereof plus accrued interest to the redemption date, in the amounts set forth below:
Year Amount
(Final Maturity)
5
The Series 2014B Bonds maturing on June 1, 20__, are required to be redeemed in part prior to maturity on June 1
at the principal amount thereof plus accrued interest to the redemption date, in the amounts set forth below:
Year Amount
(Final Maturity)
Optional Redemption
Optional Redemption of the Series 2014A Bonds. The Series 2014A Bonds maturing on or before June 1, 2023 are
not subject to optional redemption. The Series 2014A Bonds maturing on or after June 1, 2024 are subject to
redemption at the option of the Commissioner prior to their stated maturities in whole or in part on any date on or
after June 1, 2023, at a redemption price equal to 100% of the principal amount redeemed plus accrued interest to
the date fixed for redemption.
Optional Redemption of the Series 2014B Bonds. The Series 2014B Bonds maturing on or after June 1, 2024 are
subject to redemption at the option of the Commissioner prior to their stated maturities in whole or in part on any
date on or after June 1, 2023, at a redemption price equal to 100% of the principal amount redeemed plus accrued
interest to the date fixed for redemption.
Make-Whole Optional Redemption of the Series 2014B Bonds. The Series 2014B Bonds are subject to redemption
prior to their maturity at the option of the Commissioner, in whole or in part on any Business Day prior to June 1,
2023, at the Make-Whole Redemption Price. The Make-Whole Redemption Price is the greater of:
(i) 100% of the principal amount of the Series 2014B Bonds to be redeemed; or
(ii) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity
date of the Series 2014B Bonds to be redeemed (taking into account any mandatory sinking fund
redemption), not including any portion of those payments of interest accrued and unpaid as of the date on
which those Series 2014B Bonds are to be redeemed, discounted on a semi-annual basis to the date on
which those Series 2014B Bonds are to be redeemed, assuming a 360-day year consisting of twelve 30-day
months, at the Treasury Rate (defined below) plus ___________ (__) basis points;
Plus, in each case, accrued and unpaid interest on those Series 2014B Bonds to be redeemed on the redemption date.
Treasury Rate means, with respect to any redemption date for any particular Bond, the greater of:
(i) the yield to maturity as of the redemption date of the United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two business days, but not more than forty-five (45) calendar days,
prior to the redemption date (excluding inflation indexed securities) (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most nearly equal to the remaining
average life of the Series 2014B Bonds to be redeemed (taking into account any mandatory sinking fund
redemptions); provided, however, that if the period from the redemption date to maturity is less than one
year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used; all as will be determined by an independent accounting firm, investment
banking firm or financial adviser retained by the Commissioner at the States expense, and such
determination shall be conclusive and binding on the owners of the Series 2014B Bonds, or
(ii) the rate per annum, expressed as a percentage of the principal amount, equal to the semiannual equivalent
yield to maturity or interpolated maturity of the Comparable Treasury Issue (defined below), assuming that
the Comparable Treasury Issue is purchased on the redemption date for a price equal to the Comparable
Treasury Price (defined below), as calculated by the Designated Investment Banker (defined below).
"Comparable Treasury Issue" means, with respect to any redemption date for a particular Bond, the United States
Treasury security or securities selected by the Designated Investment Banker that has an actual or interpolated
6
maturity comparable to the remaining average life of the Bond to be redeemed. If interpolation is utilized, the
straight-line method will be applied to such interpolation.
"Comparable Treasury Price" means, with respect to any redemption date for a particular Bond, (i) if the Designated
Investment Banker receives at least four Reference Treasury Dealer Quotations (defined below), the average of such
quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations,
or (ii) if the Designated Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the
average of all such quotations.
"Designated Investment Banker" means one of the Reference Treasury Dealers appointed by the Commissioner.
"Reference Treasury Dealer" means each of the four firms, specified by the Commissioner from time to time, that
are primary United States government securities dealers in The City of New York (each a "Primary Treasury
Dealer"); provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Commissioner will
substitute another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption
date for a particular Bond, the average, as determined by the Designated Investment Banker, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Designated Investment Banker by such Reference Treasury Dealer at 3:30 P.M., New York City time,
on the second Business Day preceding such redemption date.
"Business Day" means any day, other than a Saturday or Sunday, and other than a day on which the Bond Registrar
or a Paying Agent (other than the Bond Registrar), as applicable, is required, or authorized or not prohibited, by law
(including without limitation, executive orders) to close and is closed.
Selection of the Series 2014A Bonds to be Redeemed
The Series 2014A Bonds subject to redemption and prepayment, shall be redeemed in whole or in part, in such order
as the State shall determine and within a maturity by lot as selected by the Registrar (of, if applicable, by the bond
depository in accordance with its customary procedure) in multiples of $5,000, in the case of a $5,000 denomination,
or $1,000 in the case of a $1,000 denomination.
Selection of the Series 2014B Bonds to be Redeemed
For so long as the Series 2014B Bonds are registered in book entry only form and DTC or its nominee is the sole
registered owner of the Series 2014B Bonds, the Bond Registrar will give notice of redemption only to DTC as
registered owner with instructions that any redemption of less than all of the outstanding Series 2014B Bonds shall
be allocated as nearly as practical among all the owners of book entry interests in those Series 2014B Bonds (in the
amounts of $5,000 denomination or any whole multiple) then outstanding in proportion to the total principal amount
of each owners book entry interests in those Series 2014B Bonds. That allocation and the selection of the book
entry interests of the Series 2014B Bonds to be redeemed will be by and is the sole responsibility of DTC and its
Participants and those working through those Participants. Any redemption of less than all of the outstanding Series
2014B Bonds processed through DTC will be treated by DTC, in accordance with its rules and procedures, as a "Pro
Rata Pass-Through Distribution of Principal, provided that, so long as the Series 2014B Bonds are held in book-
entry form, the selection for redemption of such Series 2014B Bonds shall be made in accordance with the
operational arrangements of DTC then in effect.
It is the States intent that redemption allocations made by DTC be made on a pro rata pass-through distribution of
principal basis as described above. However, neither the State nor the Underwriter can provide any assurance that
DTC, DTCs direct and indirect participants or any other intermediary will allocate the redemption of the Series
2014B Bonds on such basis. If the DTC operational arrangements do not allow for the redemption of the Series
2014B Bonds on a pro rata pass-through distribution of principal basis, then the Series 2014B Bonds will be selected
for redemption, in accordance with DTC procedures, by lot.
If the Series 2014B Bonds are not registered in book entry only form, any redemption of less than all of the
outstanding Series 2014B Bonds shall be allocated (in the amounts of $5,000 denomination or any whole multiple)
among the registered owners of those Series 2014B Bonds then outstanding as nearly as practical in proportion to
7
the principal amounts of the then outstanding Series 2014B Bonds owned by each registered owner. This will be
calculated based on the following formula:
(principal to be redeemed) x (principal amount owned by owner)
(principal amount outstanding)
Notices of Redemption
So long as the Bonds are registered in the name of the nominee of DTC or another securities depository designated
for this purpose as indicated in the section hereof entitled BOOK ENTRY SYSTEM, notice of any redemption of
Bonds will be mailed only to such securities depository, which in turn is obligated to notify its participants who are
obligated to notify the Beneficial Owners (as herein defined) of the Bonds. However, the State assumes no
responsibility with respect to the giving of such notice of redemption by the securities depository or its participants.
If, in the future, the Bonds are not in book entry form, notice of any redemption of Bonds will be published in
financial newspapers circulated in the Minneapolis-St. Paul metropolitan area and in the Borough of Manhattan,
City and State of New York, not less than thirty days before the redemption date, stating: (i) the series, original date
of issue, maturity dates, CUSIP numbers, and interest rates of the Bonds to be redeemed, (ii) if less than all Bonds of
any maturity are to be redeemed, the registration numbers of those to be redeemed, (iii) the principal amount to be
redeemed if less than the entire principal amount of any Bond, (iv) the redemption date and price and the name and
address of the Registrar and Paying Agent where such Bonds must be presented for payment, (v) that on the
redemption date the redemption price of the Bonds or portions thereof to be redeemed will be payable, (vi) that after
the redemption date interest will cease to accrue or be payable thereon, and (vii) whether the call for redemption on
the date specified by such notice is made conditional on the deposit with the Registrar and Paying Agent of moneys
in an amount equal to the stated redemption price on or before such date. Notice will also be mailed to the registered
owner of any such Bond at the address shown on the bond register, not less than twenty days before the redemption
date.
Notice of redemption having been so given, the Bonds or portion of Bonds therein specified shall be due and
payable at the specified redemption date and price, with accrued interest, and funds for such payment being held by
or on behalf of the paying agent so as to be available therefor, interest thereon shall cease to accrue, and such Bonds
or portions thereof shall no longer be considered outstanding under the States order authorizing their issuance. The
failure to publish notice of redemption shall not affect the validity or effectiveness of mailed notice, and the failure
to mail notice to any registered owner, or any defect in the notice mailed to any registered owner, shall not affect the
validity or effectiveness of the notice of redemption mailed to any other registered owner.
NATURE OF OBLIGATION AND SOURCE OF PAYMENT FOR THE BONDS
1
General
Pursuant to the Act, the Bonds are payable in whole or in part from moneys appropriated each fiscal year from the
General Fund to the Commissioner, subject to repeal or unallotment under Minnesota Statutes, Section 16A.152, or
cancellation, for deposit into the Series 2014A (Stadium Project) Bond Account, with respect to the Series 2014A
Bonds, and into the Series 2014B (Stadium Project) Bond Account, with respect to the Series 2014B Bonds,
established for such purpose in the Special Appropriation Stadium Bond Proceeds Fund of the State.
The General Fund is comprised of numerous revenue sources, including tax revenues, unrestricted grants, certain
fees and charges of State agencies and departments and investment income. See APPENDIX B STATE
FINANCES GENERAL FUND REVENUE SOURCES and STATE OF MINNESOTA GENERAL FUND
COMPARATIVE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES
1
While the State has adopted the revised Article 9 of the Uniform Commercial Code that generally covers security interests
created by government debtors, Minnesota Statutes, Section 475.78 provides that Article 9 does not apply to security interests
created by the State (except security interests in equipment and fixtures).
8
on page B-6. The State has not pledged any particular source of revenue as security for the Bonds. Notwithstanding
the availability of any revenue source, continuing appropriations (Continuing Appropriations) such as those under
the Act, are subject to legislative repeal or unallotment.
The Continuing Appropriations constitute a continuing appropriation that does not require any further action by the
Legislature for payments to be made in future years. However, a current Legislature is prohibited by law from
acting to bind any future Legislature, and so a continuing appropriation may be reduced or repealed entirely by the
Legislature at any time. In addition, appropriations are subject to executive unallotment, in whole or in part. The
Minnesota Supreme Court has held that such unallotment power may be used when a balanced budget for the
biennium has been enacted and the Commissioner subsequently determines during such biennium that probable
receipts for the General Fund will be less than anticipated. See NATURE OF OBLIGATION AND SOURCE OF
PAYMENT FOR THE BONDS Certain Risks below.
Other continuing appropriations from the General Fund include those authorized for the Department, the University
of Minnesota and the Minnesota Housing Finance Agency, and for State lease payments for equipment and real
estate. See APPENDIX C STATE DEBT Contingent Liabilities. These continuing appropriations are
distinguishable from State appropriations that require action by the Legislature on an annual or biennial basis. See
NATURE OF OBLIGATION AND SOURCE OF PAYMENT FOR THE BONDS Certain Risks Reduction or
Repeal of Appropriation Appropriations Other Than Continuing Appropriations below. Continuing
appropriations from the General Fund for payment of principal and interest have not previously been reduced or
repealed by the Legislature.
THE BONDS ARE PAYABLE IN EACH FISCAL YEAR ONLY FROM AMOUNTS APPROPRIATED BY THE
LEGISLATURE OF THE STATE PURSUANT TO THE ACT AND ACCORDING TO THE TERMS OF THE
ORDER FOR THE PAYMENT OF THE BONDS. NO OTHER REVENUES OR ASSETS OF THE STATE ARE
PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE BONDS
ARE NOT PUBLIC DEBT OF THE STATE SUBJECT TO CONSTITUTIONAL LIMITATIONS ON
INDEBTEDNESS, AND THE FULL FAITH, CREDIT, AND TAXING POWERS OF THE STATE ARE NOT
PLEDGED TO THE PAYMENT OF THE BONDS OR TO ANY PAYMENT THAT THE STATE AGREES TO
MAKE UNDER THE ACT AND THE ORDER. THE BONDS ARE NOT PAYABLE DIRECTLY, IN WHOLE
OR IN PART, FROM A TAX OF STATEWIDE APPLICATION ON ANY CLASS OF PROPERTY, INCOME,
TRANSACTION, OR PRIVILEGE. THE BONDS SHALL BE CANCELLED AND SHALL NO LONGER BE
OUTSTANDING ON THE EARLIER OF (I) THE FIRST DAY OF A FISCAL YEAR FOR WHICH THE
LEGISLATURE SHALL NOT HAVE APPROPRIATED AMOUNTS SUFFICIENT FOR PAYMENT OF PRINCIPAL
OF AND INTEREST ON THE BONDS, OR (II) THE DATE OF FINAL PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON THE APPROPRIATION BONDS. AMOUNTS APPROPRIATED TO PAY PRINCIPAL OF AND
INTEREST ON THE BONDS CONSTITUTE A CONTINUING APPROPRIATION THAT DOES NOT
REQUIRE ANY FURTHER ACTION BY THE LEGISLATURE; HOWEVER, CONTINUING
APPROPRIATIONS MAY BE REDUCED OR REPEALED IN THEIR ENTIRETY BY THE LEGISLATURE.
STATE APPROPRIATIONS, INCLUDING CONTINUING APPROPRIATIONS, ARE ALSO SUBJECT TO
EXECUTIVE UNALLOTMENT, IN WHOLE OR IN PART, UNDER MINNESOTA STATUTES, SECTION
16A.152. See NATURE OF OBLIGATION AND SOURCE OF PAYMENT FOR THE BONDS Certain Risks.
Bond Account
The Order establishes a Series 2014A (Stadium Project) Bond Account and a Series 2014B (Stadium Project)
Bond Account in the Special Appropriation Stadium Bond Proceeds Fund of the State created by the Act, to which
are appropriated each year moneys from the General Fund, as provided by the Act, and from which shall be paid the
principal of and interest on the Bonds and all bonds thereafter issued which are made payable therefrom in
accordance with law.
Pursuant to the Continuing Appropriations made by the Act, there shall be credited to the Series 2014A (Stadium
Project) Bond Account and the Series 2014B (Stadium Project) Bond Account on December 1 in each year, from the
General Fund in the State Treasury, an amount sufficient with the balance then on hand in the Special Appropriation
Stadium Bond Proceeds Fund of the State and such account to pay all principal and interest then due and to become
9
due on the next succeeding June 1 and December 1 on all Bonds, provided that such appropriations shall be subject
to (a) repeal by the Legislature or (b) unallotment under Minnesota Statutes, Section 16A.152. The Bonds shall be
cancelled and shall no longer be outstanding upon such repeal or unallotment provided by subdivision 6 of the Act
and by the Order.
On or before each June 1 and December 1, commencing June 1, 2014, and provided that the Continuing
Appropriations for the year of payment have not been reduced, repealed or unallotted under Minnesota Statutes,
Section 16A.152, and the Bonds have not been cancelled pursuant to the Act and the Order, the Commissioner shall
transmit to the Registrar from the Special Appropriation Stadium Bond Proceeds Fund of the State in the General
Fund, moneys sufficient to pay all principal and interest due on the Bonds issued pursuant to the Act and the Order
on such date.
Certain Risks
Either (i) a legislative repeal of the Continuing Appropriations for payment of principal of and interest on the
Bonds established by the Act or (ii) an executive unallotment, in whole or in part, of the Continuing
Appropriations could result in the cancellation of the Bonds without recourse by the Bondholder for any
additional payments of principal of or interest on the Bonds and without any obligation by the State to make
any such additional payments. See Cancellation of Bonds Prior to Maturity below.
The States obligation to make payments on the Bonds is not a general or moral obligation of the State; rather the
State is obligated to make payments only to the extent moneys are appropriated from time to time for such purpose.
Reduction or Repeal of Appropriation
Continuing Appropriations. The Continuing Appropriations constitute a continuing appropriation that does not
require any further action by the Legislature for payments to be made in future years. However, as provided by the
Act and otherwise pursuant to Minnesota law, a continuing appropriation may be reduced or repealed entirely by the
Legislature. There can be no assurance by the State that the Legislature will not reduce or repeal the Continuing
Appropriations, resulting in cancellation of the Bonds as described below.
Appropriations Other Than Continuing Appropriations. Certain State appropriations (other than the Continuing
Appropriations) for limited payment obligations of the State are not continuing appropriations and, thus, require
action by the Legislature on an annual or biennial basis. In the past, the Legislature has failed to make
appropriations as necessary to pay in full debt service on State or other obligations, including in 1980 and 1981,
when an appropriation to the Minnesota State Zoological Board (the Zoo Board) of net revenues of a zoo ride
facility were insufficient to allow the Zoo Board to make payments pursuant to an installment purchase agreement,
which payments had been assigned to holders of certificates of participation in such agreement. In 1989, the
Legislature declined to appropriate funds to St. Cloud State University as necessary to make certain payments under
an energy services agreement, which payments had been assigned to an indenture trustee as security for the payment
of principal of and interest on industrial development revenue bonds issued by the City of St. Cloud, Minnesota. As
previously stated, the limited payment obligations of the State described in this paragraph were not continuing
appropriations and, unlike the Bonds, required affirmative action by the Legislature on an annual or biennial basis
for State payments to be made in respect of said obligations.
Unallotment. The Continuing Appropriations are subject to executive unallotment, in whole or in part, under
Minnesota Statutes, Section 16A.152. Article XI, Section 6 of the Minnesota Constitution requires a balanced
budget for the State. Pursuant to such requirement, Minnesota law requires the Governor to submit a proposed State
budget to the Legislature by the end of January of each odd-numbered year for that year and the ensuing even-
numbered year (such years together, the biennium). On July 1 of each odd-numbered year, the Commissioner
transfers to the Budget Reserve Account within the General Fund (the Budget Reserve) any amounts specifically
appropriated by law to such Budget Reserve. Pursuant to Minnesota Statutes, Section 16A.152, if the Commissioner
determines that probable receipts for the General Fund will be less than anticipated, and that the amount available
for the remainder of the biennium will be less than needed, the Commissioner, with the approval of the Governor,
10
may use amounts in the Budget Reserve to balance the State budget. Section 16A.152 further permits the
Commissioner, with the approval of the Governor, to unallot funds as follows:
(a) An additional deficit shall, with the approval of the Governor, and after consulting the Legislative Advisory
Commission, be made up by reducing unexpended allotments of any prior appropriation or transfer.
Notwithstanding any other law to the contrary, the Commissioner is empowered to defer or suspend prior
statutorily created obligations which would prevent effecting such reductions.
(b) If the Commissioner determines that probable receipts for any other fund, appropriation, or item will be
less than anticipated, and that the amount available for the remainder of the term of the appropriation or for
any allotment period will be less than needed, the Commissioner shall notify the agency concerned and
then reduce the amount allotted or to be allotted so as to prevent a deficit.
(c) In reducing allotments, the Commissioner may consider other sources of revenue available to recipients of
State appropriations and may apply allotment reductions based on all sources of revenue available.
During and after the legislative sessions, revenues are updated to reflect legislative actions that have a direct impact
on State revenues and changes in economic conditions that may materially affect the results of previous revenue
forecasts. If, during the course of the fiscal year, the Commissioner discovers that probable revenues will be less
than anticipated, the Commissioner, with the approval of the Governor, is required to reduce allotments as necessary
to balance expenditures and revenues forecast for the then current biennium. The Governor also has the authority to
request legislative actions to provide additional sources of revenue, but such requests do not relieve the
Commissioner of his obligation to reduce allotments to State agencies.
The executive branch has imposed unallotments in prior fiscal years, but not with respect to the payment of debt
service. Over the past thirty years, the unallotment procedure has been used as follows: $195 million of
unallotments in 1980; in 1981 local government aid payments were unallotted in November and December but were
reallotted and paid by February 26, 1982; $109 million of unallotments in 1986; $281 million of unallotments in
2003; $271 million of unallotments in 2008; and $2.68 billion of unallotments in 2009. The 2009 unallotment was
unique in that it resulted from the passage of appropriation bills for the fiscal biennium, but the then-Governor
vetoed a tax bill that would have balanced the biennial budget by raising revenues and shifting payments. In
litigation challenging the 2009 unallotments, the Minnesota Supreme Court concluded that unallotment could not be
used to balance the budget for an entire biennium when balanced spending and revenue had not been agreed upon by
the legislature and the Governor. The legislature and Governor subsequently agreed to a balanced budget for the
biennium. While appropriations from the General Fund for payment of debt service have not previously been
unallotted, there can be no assurance by the State that unallotment of the Continuing Appropriations will not be
imposed in any future year, resulting in cancellation of the Bonds as described below.
Cancellation of Bonds Prior to Maturity. If the Legislature reduces or repeals the Continuing Appropriations, or in
the event of an executive unallotment, in whole or in part, under Minnesota Statutes, Section 16A.152, the Bonds
shall be cancelled and shall no longer be outstanding on the first day of the fiscal year for which the Legislature shall
not have appropriated amounts sufficient for payment of principal of and interest on the Bonds, or from and after the
date of such unallotment, as the case may be. Upon such cancellation, the Bonds no longer shall be outstanding, and
the State shall not be liable, obligated or in any way responsible for the payment of any principal of or interest on the
Bonds coming due in succeeding fiscal years for which funds for such purposes have not been appropriated. The
cancellation of the Bonds shall not constitute a default by the State in respect of the Bonds. Although there can be
no assurance by the State that the Legislature or the executive branch will not take action resulting in cancellation of
the Bonds as described herein, no bonds issued by the State have ever previously been cancelled by reason of any
such action.
Other Risks
There can be no assurance that other events outside the control of the Commissioner, such as a temporary State
government shutdown, will not affect the ability of the Commissioner to make timely payments of principal of and
interest on the Bonds. However, such events (other than reduction, repeal or unallotment of the Continuing
Appropriations as described above) would not result in cancellation of the Bonds as described above.
See FINANCIAL INFORMATION Stadium General Reserve Account; BIENNIUM BUDGETS, 2013 Legislative
Session Current Biennium Reserves in Enacted Budget; GENERAL FUND REVENUE SOURCES Tax
11
Sources Gambling Tax; and GENERAL FUND REVENUE SOURCES Other Sources; in APPENDIX B. See
generally, APPENDIX B STATE FINANCES.
PROJECT DESCRIPTION
General
The Bonds in the aggregate principal amount of $467,935,000* are being issued by the State for the purpose of
providing financing for a portion of the capital costs of the stadium project (the Project) of the Minnesota Sports
Facilities Authority (the Authority), and to pay costs of issuance of the Bonds. The Bonds are being issued in
accordance with the Act and the Order. The total cost of the Project is estimated at approximately $975,000,000.
The capital costs of the Project beyond those financed by the Bonds are to be covered by certain matching funds as
required by the Stadium Act and more fully described in APPENDIX F.
The Bonds and their payment are not secured by any revenues of the Project or by any mortgage, deed of trust or
security interest in the Project or any portion of the Project. The Bonds are payable solely as described under
NATURE OF OBLIGATION AND SOURCE OF PAYMENT FOR THE BONDS herein.
The Legislature and the Minneapolis City Council approved funding for the Project to be constructed in the city of
Minneapolis to replace the Hubert H. Humphrey Metrodome, which was constructed in 1982.
The new stadium will seat approximately 65,000 people and could expand to accommodate approximately 72,000
fans during major sporting events. The Project will serve as a venue for the playing of NFL home football games of
the Minnesota Vikings football team. As mandated by the Stadium Act, the stadium will have a roof which covers
the stadium. The stadium will include approximately 150 suites, 7,500 club seats, and space for gift shops,
restaurants, an NFL team museum and a Hall of Fame. In addition to the Minnesota Vikings home games and up to
ten additional Vikings-related events, the stadium will be available up to 345 days a year for public uses, including
high school and amateur sports, cultural celebrations and entertainment events.
Official groundbreaking for the Project occurred on December 3, 2013, and construction is under way. Project
completion is scheduled in time for commencement of the 2016 NFL season. The Project is being constructed
primarily on the current site of the Metrodome.
The Authority
The Authority was established by the Legislature in 2012 as a public body, corporate and politic, and a political
subdivision of the State. Under the Stadium Act, the Authority has been given the authority to develop, construct,
equip, improve, operate, manage, maintain, finance and control a professional football stadium and related facilities.
The Authority will own the Project and will be responsible for construction and long-term management and
operation of the Project.
The Authority consists of five members. The chair and two Authority members are appointed by the governor. The
chair serves at the pleasure of the governor. The initial terms of the other two gubernatorial appointees end on
December 31 of the third year and fourth years following appointment. Thereafter, the two members appointed by
the governor will serve four year terms, beginning January 1. The mayor of the City of Minneapolis appoints two
members to the Authority. These members may reside within the city and may be appointed officials of a political
subdivision. Each Authority member serves until a successor is appointed and takes office.
As a condition under the Stadium Act for commencement of construction of the Project, the Authority was required
to find and determine that written agreements for the required matching funds are in place. The Authority is also
required to enter into one or more guaranteed maximum price contracts for construction of the Project. The
Authority has provided MMB with copies of executed documents evidencing such matching fund arrangements, as
12
well as one guaranteed maximum price contract covering a majority of the Project cost, and has certified to MMB as
to compliance with certain requirements on the part of the Authority. The Authority has advised the State that the
Authority intends to enter into another guaranteed maximum price contract for a portion of the public infrastructure
for the Project. The State, MMB, the Bond Counsel, the Financial Advisor and the Underwriters have not made any
independent investigation as to the matters evidenced by such documents or covered by the Authoritys certification
to MMB. The State has no reason to believe the Authoritys determinations or certification are not true or are in
error.
Grant of Bond Proceeds
Proceeds of the Bonds will be deposited to the separate Construction Accounts established for the Series 2014A
Bonds and the Series 2014B Bonds under the Order (together, the Construction Fund), and will be granted by the
State in one or more advances to the Authority aggregating $498,000,000 (collectively, the Appropriation Grant)
for development and construction of the Project.
Grant Agreement
The Appropriation Grant will be made pursuant to a General Fund Appropriation Bond Proceeds Grant Agreement
Construction Grant for the Minnesota Sports Facilities Authority Project, dated November 22, 2013 (the Grant
Agreement), between MMB and the Authority. MMB and the Authority will enter into a State Disbursing
Agreement with a commercial bank or trust company (which may be the same entity acting as Registrar and Paying
Agent (the Disbursing Agent)), pursuant to which the Appropriation Grant will be disbursed for costs of
construction of the Project.
In the Grant Agreement, the Authority has agreed, among other things, that the Authority will own the Project, will
use the Appropriation Grant only for capital costs of the Project, will serve as stadium developer and be responsible
for stewardship of Project funds including the proceeds of the Appropriation Grant, will use and operate the Project
for the purposes designated in the Stadium Act and for no other purposes, and will otherwise comply with the
Stadium Act and the Act. The Authority has also represented and covenanted in the Grant Agreement that the
Authority will comply with, and fully enforce the Development Agreement (the Development Agreement) and
the Stadium Use Agreement (the Stadium Use Agreement) entered into between the Authority and the Minnesota
Vikings, and that the Authority has complied with the matching funds requirement of the Act, the Stadium Act and
the Development Agreement, as more fully described in APPENDIX F. Should the Authority fail to obtain or
otherwise provide and expend the required amount of the matching funds, MMB may refrain from disbursing the
Appropriation Grant. The Grant Agreement is to remain in effect until the last day of the useful life of the Project.
The Stadium Act provides that the Authoritys title to the stadium must not be transferred or sold prior to the
effective date of enactment of any legislation approving such transfer or sale.
The initial and subsequent advances of the Appropriation Grant are subject to certain conditions under the Grant
Agreement. The State has determined that such conditions have been satisfied, or that any conditions which may
remain unsatisfied upon issuance of the Bonds will be timely satisfied so that advances of the Appropriation Grant
can timely occur for the Authority to pay and perform its Project obligations.
State Disbursing Agreement
Under the State Disbursing Agreement, to obtain advances of the Appropriation Grant, the Authority may submit
draw requisitions, together with supporting information as specified in the State Disbursing Agreement. MMB may,
but is not required to, verify the application of funds to work done and material furnished for the Project. The
Disbursing Agent is to disburse advances of the Appropriation Grant from the Construction Fund to the trustee
under a construction funds trust established pursuant to the Development Agreement (and described in APPENDIX
F). The State Disbursing Agreement imposes certain record-keeping obligations upon the Disbursing Agent and the
Authority with respect to advances and disbursements of the Appropriation Grant. In case of an event of default
under the State Disbursing Agreement (which includes an event of default under the Grant Agreement), the
Disbursing Agent may refrain from making advances.
The foregoing descriptions of the Appropriation Grant, the Grant Agreement and the State Disbursing Agreement
are not intended to be a complete description of such grant or such documents, and such descriptions are qualified
13
in their entirety by reference to the Act, the Stadium Act, the Grant Agreement and the State Disbursing Agreement
and the matters and documents referred to therein.
Neither the Authority nor the Minnesota Vikings is an obligor with respect to the Bonds. The Bonds are payable
solely from the Continuing Appropriations, subject to legislative repeal, unallotment or cancellation as described in
NATURE OF OBLIGATION AND SOURCE OF PAYMENT FOR THE BONDS above.
Further information concerning the Project, the sources of the matching funds which will cover the capital costs of
the Project beyond those financed by the Appropriation Grant, anticipated sources of funding for on-going operation
and capital maintenance of the Project, and a summary of certain agreements between the Authority and the
Minnesota Vikings, including the Development Agreement and the Stadium Use Agreement, is contained in
APPENDIX F. Neither the State, the Department nor the Commissioner is party to the agreements between the
Authority and the Minnesota Vikings summarized in APPENDIX F.
SOURCES AND USES OF FUNDS
The following table presents the estimated sources and uses of funds related to the Bonds.
Sources and Uses of Funds
Series 2014A
Bonds
Series 2014B
Bonds
Total
Sources
Par Amount of Bonds $397,680,000* $70,255,000* $467,935,000*
[Plus/Less] Net [Premium/Discount] on Bonds
Total Sources
Uses
Deposit to Construction Account
Costs of Issuance
1
Deposit to State Special Appropriation Stadium Bond
Proceeds Fund
Total Uses
*
Preliminary, subject to change.
1
Includes Underwriters discount on the Bonds.
BOOK ENTRY SYSTEM
The Depository Trust Company (DTC), New York, New York, will act as securities depository for the Bonds. The
Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTCs partnership
nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered
Bond certificate will be issued for each maturity for each series of the Bonds in the aggregate principal amount
thereof and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a banking organization
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and
14
provides asset servicing for U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market
instruments that DTCs participants (Direct Participants) deposit with DTC. DTC also facilitates the post-trade
settlement among Direct Participants of sales and other securities transactions in deposited securities through
electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the
need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations.
DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (DTCC). DTCC is the
holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of
which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC
system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (Indirect Participants). DTC has a Standard & Poors rating of AA+. The
DTC Rules applicable to its Direct Participants and Indirect Participants (collectively, the Participants) are on file
with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a
credit for the Bonds on DTCs records. The ownership interest of each actual purchaser of each Bond (Beneficial
Owner) is, in turn, to be recorded on the Participants records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the
Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the
Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event
that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of
DTCs partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of
DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee
do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTCs records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited,
which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of
their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Participants to Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to
take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds,
such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. In the alternative,
Beneficial Owners may wish to provide their names and addresses to the registrar of the Bonds (Registrar) and
request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTCs
practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless
authorized by a Direct Participant in accordance with DTCs Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to the State as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.s
consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Payments of principal of and premium, if any, and interest on the Bonds will be made to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC. DTCs practice is to credit Direct
Participants accounts upon DTCs receipt of funds and corresponding detail information from the State, on payable
date in accordance with their respective holdings shown on DTCs records. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is the case with securities held for the
15
accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant
and not of DTC, or its nominee or the State, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of principal of and premium, if any, and interest on the Bonds to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the responsibility of the State,
disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Participants.
A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to the
Registrar, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participants
interest in the Bonds, on DTCs records, to the Registrar. The requirement for physical delivery of Bonds in
connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in
the Bonds are transferred by Direct Participants on DTCs records and followed by a book-entry credit of tendered
Bonds to the Registrars DTC account.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving
reasonable notice to the State. Under such circumstances, in the event that a successor depository is not obtained,
Bond certificates are required to be printed and delivered.
The State may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, Bond certificates will be printed and delivered.
The above information in this section concerning DTC and DTCs book-entry system has been obtained from
sources that the State believes to be reliable, but the State takes no responsibility for the completeness or the
accuracy thereof, or as to the absence of material adverse changes in such information subsequent to the date
hereof.
The State cannot and does not give any assurances that DTC, or a successor securities depository, or Participants
will distribute to the Beneficial Owners of the Bonds: (i) payments of principal of or interest and premium, if any,
on the Bonds; (ii) certificates representing an ownership interest or other confirmation of beneficial ownership
interest in the Bonds; or (iii) redemption or other notices sent to DTC or Cede & Co., its nominee, or a successor
securities depository, as the registered owner of the Bonds, or that they will do so on a timely basis, or that DTC or
the Participants will serve and act in the manner described in this Official Statement.
The State will have no responsibility or obligation to any Participant, or any Beneficial Owner or any other person
with respect to: (i) the Bonds; (ii) the accuracy of any records maintained by DTC, or a successor securities
depository, or any DTC Participant of any amount due to any Beneficial Owner in respect of the principal or
redemption price of or interest on the Bonds; (iii) the payment by DTC, or a successor securities depository, or any
Participant of any amount due to any Beneficial Owner in respect of the principal or redemption price of or interest
on the Bonds; (iv) the delivery by DTC, or a successor securities depository, or any Participant of any notice to any
Beneficial Owner which is required or permitted to be given to owners of the Bonds; (v) the selection of which
Beneficial Owners will receive payment in the event of any partial redemption of the Bonds; (vi) any consent given
or other action taken by DTC, or a successor securities depository as a Bondholder; or, (vii) the performance by
DTC, or any successor securities depository, of any other duties as securities depository.
TAX MATTERS
The Tax-Exempt Bonds
General
In the opinion of Kutak Rock LLP, Bond Counsel, to be delivered at the time of original issuance of the Series
2014A Bonds (the Tax-Exempt Bonds), under existing federal and Minnesota laws, regulations, rulings and
judicial decisions, and assuming the accuracy of certain representations and continuing compliance with certain
covenants described below, the interest to be paid on the Tax-Exempt Bonds is excludable from gross income for
16
federal income tax purposes and from taxable net income of individuals, estates or trusts for Minnesota income tax
purposes; is includable in the income of corporations and financial institutions for purposes of the Minnesota
franchise tax; and is not a specific tax preference item for purposes of the federal alternative minimum tax or the
Minnesota alternative minimum tax applicable to individuals, estates and trusts. The interest to be paid on the Tax-
Exempt Bonds is included in adjusted current earnings of corporations in determining the alternative minimum
taxable income of such corporations for purposes of the federal alternative minimum tax.
The accrual or receipt of interest on the Tax-Exempt Bonds may otherwise affect the federal income tax liability of
the owners of the Tax-Exempt Bonds. The extent of these other tax consequences will depend on such owners
particular tax status and other items of income or deduction. Bond Counsel has expressed no opinion regarding any
such consequences. Purchasers of the Tax-Exempt Bonds, particularly purchasers that are corporations (including S
corporations and foreign corporations operating branches in the United States of America), property or casualty
insurance companies, banks, thrifts or other financial institutions, certain recipients of social security or railroad
retirement benefits, taxpayers entitled to claim the earned income credit, taxpayers entitled to claim the refundable
credit in Section 36B of the Code for coverage under a qualified health plan or taxpayers who may be deemed to
have incurred or continued indebtedness to purchase or carry tax-exempt obligations, should consult their tax
advisors as to the tax consequences of purchasing or owning the Tax-Exempt Bonds.
Arbitrage/Use of Proceeds
Failure to comply with certain provisions of the Internal Revenue Code of 1986, as amended (the Code), may
cause interest on the Tax-Exempt Bonds to become subject to federal and Minnesota income taxation retroactive to
the date of issuance of the Tax-Exempt Bonds. These provisions include investment restrictions, required periodic
payments of arbitrage profits to the United States, and requirements concerning the timely and proper use of bond
proceeds and the facilities and activities financed or refinanced therewith and certain other matters. The documents
authorizing the issuance of the Tax-Exempt Bonds include provisions which, if complied with by the State, are
designed to meet the requirements of the Code. Such documents also include a covenant of the Commissioner to
take all legally permissible actions necessary to preserve the tax exemption of interest on the Tax-Exempt Bonds.
However, no provision is made for redemption of the Tax-Exempt Bonds or for an increase in the interest rate on the
Tax-Exempt Bonds in the event that interest on the Tax-Exempt Bonds becomes subject to federal or Minnesota
income taxation.
Discount Bonds
The Tax-Exempt Bonds having a stated maturity in the years _____ and _____ (the Discount Bonds) are being
sold at a discount from the principal amount payable on the Discount Bonds at maturity. The difference between the
price at which a substantial amount of the Discount Bonds of a given maturity is first sold to the public (the Issue
Price) and the principal amount payable at maturity constitutes original issue discount under the Code. The
amount of original issue discount that accrues to a holder of a Discount Bond under Section 1288 of the Code is
excludable from gross income for federal income tax purposes and from taxable net income of individuals, estates
and trusts for Minnesota income tax purposes to the same extent that stated interest on such Discount Bonds would
be so excluded. The amount of the original issue discount that accrues with respect to a Discount Bond under
Section 1288 is added to the tax basis of the owner in determining gain or loss upon disposition of such Discount
Bond (whether by sale, exchange, redemption or payment at maturity). Original issue discount is taxable under the
Minnesota franchise tax on corporations and financial institutions.
Interest in the form of original issue discount accrues under Section 1288 pursuant to a constant yield method that
reflects semiannual compounding on days that are determined by reference to the maturity date of the applicable
Discount Bond. The amount of original issue discount that accrues for any particular semiannual accrual period
generally is equal to the excess of: (1) the product of (a) one-half of the yield to maturity on such Discount Bonds
(adjusted as necessary for an initial short period) and (b) the adjusted issue price of such Discount Bonds, over (2)
the amount of stated interest actually payable on such Discount Bond for such semiannual accrual period. For
purposes of the preceding sentence, the adjusted issue price is determined by adding to the Issue Price for such
Discount Bonds the original issue discount that is treated as having accrued during all prior semiannual accrual
periods. If a Discount Bond is sold or otherwise disposed of between semiannual compounding dates, then the
original issue discount that would have accrued for that semiannual accrual period for federal income tax purposes is
allocated ratably to the days in such accrual period.
17
If a Discount Bond is purchased for a cost that exceeds the sum of the Issue Price plus accrued interest and accrued
original issue discount, the amount of original issue discount that is deemed to accrue thereafter to the purchaser is
reduced by an amount that reflects amortization of such excess over the remaining term of such Discount Bond.
Except for the Minnesota rules described above, no opinion is expressed as to state and local income tax treatment
of original issue discount.
Holders of Discount Bonds should consult their own advisors with respect to computation and accrual of original
issue discount and with respect to the state and local tax consequences of owning such Discount Bonds.
Premium Bonds
The Tax-Exempt Bonds having a stated maturity in the years _________ and ________, inclusive (the Premium
Bonds), are being issued at a premium to the principal amount payable at maturity. Except in the case of dealers,
which are subject to special rules, Bondholders who acquire Premium Bonds must, from time to time, reduce their
federal and Minnesota tax bases for the Premium Bonds for purposes of determining gain or loss on the sale,
redemption or payment at maturity of such Premium Bonds. Premium generally is amortized for federal and
Minnesota income and franchise tax purposes on the basis of a bondholders constant yield to maturity or to certain
call dates with semiannual compounding. Bondholders who acquire Premium Bonds might recognize taxable gain
upon sale of such Premium Bonds, even if such Premium Bonds are sold for an amount equal to or less than their
original cost. The amount of premium amortized in any period offsets a corresponding amount of interest for such
period. Amortized premium is not deductible for federal or Minnesota income tax purposes. Bondholders who
acquire Premium Bonds should consult their tax advisors concerning the calculation of bond premium and the
timing and rate of premium amortization, as well as the state and local tax consequences of owning and selling such
Premium Bonds.
Collateral Tax Matters
The following tax provisions also may be applicable to the Tax-Exempt Bonds and interest thereon:
(1) Section 86 of the Code and corresponding provisions of Minnesota law require recipients of certain
Social Security and Railroad Retirement benefits to take into account interest on the Tax-Exempt Bonds in
determining the taxability of such benefits;
(2) passive investment income, including interest on the Tax-Exempt Bonds, may be subject to taxation
under Section 1375 of the Code and corresponding provisions of Minnesota law for an S corporation that has
accumulated earnings and profits at the close of the taxable year if more than 25 percent of its gross receipts is
passive investment income;
(3) interest on the Tax-Exempt Bonds may be includable in the income of a foreign corporation for
purposes of the branch profits tax imposed by Section 884 of the Code and is includable in the net investment
income of foreign insurance companies for purposes of Section 842(b) of the Code;
(4) in the case of an insurance company subject to the tax imposed by Section 831 of the Code, the
amount which otherwise would be taken into account as losses incurred under Section 832(b)(5) of the Code must
be reduced by an amount equal to 15 percent of the interest on the Tax-Exempt Bonds that is received or accrued
during the taxable year;
(5) Section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to
purchase or carry the Tax-Exempt Bonds, and Minnesota law similarly denies a deduction for such interest expense
in the case of individuals, estates and trusts; indebtedness may be allocated to the Tax-Exempt Bonds for this
purpose even though not directly traceable to the purchase of the Tax-Exempt Bonds;
(6) federal and Minnesota laws also restrict the deductibility of other expenses allocable to the Tax-
Exempt Bonds;
(7) in the case of a financial institution, no deduction is allowed under the Code for that portion of the
holders interest expense which is allocable to interest on the Tax-Exempt Bonds within the meaning of Section
265(b) of the Code; and
(8) receipt of interest on the Tax-Exempt Bonds may affect taxpayers otherwise entitled to claim the
earned income credit under Section 32 of the Code.
The foregoing is not intended to be an exhaustive discussion of collateral tax consequences arising from ownership,
disposition, or receipt of interest on the Tax-Exempt Bonds. Prospective purchasers or bondholders should consult
their tax advisors with respect to collateral tax consequences and applicable state and local tax rules in states other
than Minnesota.
18
Backup Withholding
As a result of the enactment of the Tax Increase Prevention and Reconciliation Act of 2005, interest on tax-exempt
obligations such as the Tax-Exempt Bonds is subject to information reporting in a manner similar to interest paid on
taxable obligations. Backup withholding may be imposed on payments made after March 31, 2007 to any
bondholder who fails to provide certain required information including an accurate taxpayer identification number to
any person required to collect such information pursuant to Section 6049 of the Code. The reporting requirement
does not in and of itself affect or alter the excludability of interest on the Tax-Exempt Bonds from gross income for
federal income tax purposes or any other federal tax consequence of purchasing, holding or selling tax-exempt
obligations.
The Taxable Bonds
General
Bond Counsel is of the opinion that interest on the Series 2014B Bonds (the Taxable Bonds) is included in gross
income for federal income tax purposes, in taxable net income of individuals, trusts and estates for Minnesota
income tax purposes and in the income of corporations and financial institutions for purposes of the Minnesota
franchise tax.
The following is a summary of certain anticipated federal income tax consequences of the purchase, ownership and
disposition of the Taxable Bonds under the Code and the Regulations, and the judicial and administrative rulings
and court decisions now in effect, all of which are subject to change or possible differing interpretations. The
summary does not purport to address all aspects of federal income taxation that may affect particular investors in
light of their individual circumstances, nor certain types of investors subject to special treatment under the federal
income tax laws. Potential purchasers of the Taxable Bonds should consult their own tax advisors in determining
the federal, state or local tax consequences to them of the purchase, holding and disposition of the Taxable Bonds.
In general, interest paid on the Taxable Bonds, original issue discount, if any, and market discount, if any, will be
treated as ordinary income to the owners of the Taxable Bonds, and principal payments (excluding the portion of
such payments, if any, characterized as original issue discount or accrued market discount) will be treated as a return
of capital.
Bond Premium
An investor that acquires a Taxable Bond for a cost greater than its remaining stated redemption price at maturity
and holds such bond as a capital asset will be considered to have purchased such bond at a premium and, subject to
prior election permitted by Section 171(c) of the Code, may generally amortize such premium under the constant
yield method. Except as may be provided by regulation, amortized premium will be allocated among, and treated as
an offset to, interest payments. The basis reduction requirements of Section 1016(a)(5) of the Code apply to
amortizable bond premium that reduces interest payments under Section 171 of the Code. Bond premium is
generally amortized over the bonds term using constant yield principles, based on the purchasers yield to maturity.
Investors of any Taxable Bond purchased with a bond premium should consult their own tax advisors as to the effect
of such bond premium with respect to their own tax situation and as to the treatment of bond premium for state tax
purposes.
Market Discount
An investor that acquires a Taxable Bond for a price less than the adjusted issue price of such bond (or an investor
who purchases a Taxable Bond in the initial offering at a price less than the issue price) may be subject to the market
discount rules of Sections 1276 through 1278 of the Code. Under these sections and the principles applied by the
Regulations, market discount means (a) in the case of a Taxable Bond originally issued at a discount, the amount
by which the issue price of such bond, increased by all accrued original issue discount (as if held since the issue
date), exceeds the initial tax basis of the owner therein, less any prior payments that did not constitute payments of
qualified stated interest, and (b) in the case of a Taxable Bond not originally issued at a discount, the amount by
which the stated redemption price of such bond at maturity exceeds the initial tax basis of the owner therein. Under
Section 1276 of the Code, the owner of such a Taxable Bond will generally be required (i) to allocate each principal
payment to accrued market discount not previously included in income and, upon sale or other disposition of the
19
bond, to recognize the gain on such sale or disposition as ordinary income to the extent of such cumulative amount
of accrued market discount as of the date of sale or other disposition of such a bond or (ii) to elect to include such
market discount in income currently as it accrues on all market discount instruments acquired by such owner on or
after the first day of the taxable year to which such election applies.
The Code authorizes the Treasury Department to issue regulations providing for the method for accruing market
discount on debt instruments the principal of which is payable in more than one installment. Until such time as
regulations are issued by the Treasury Department, certain rules described in the legislative history will apply.
Under those rules, market discount will be included in income either (a) on a constant interest basis or (b) in
proportion to the accrual of stated interest or, in the case of a Taxable Bond with original issue discount, in
proportion to the accrual of original issue discount.
An owner of a Taxable Bond that acquired such bond at a market discount also may be required to defer, until the
maturity date of such bond or its earlier disposition in a taxable transaction, the deduction of a portion of the amount
of interest that the owner paid or accrued during the taxable year on indebtedness incurred or maintained to purchase
or carry such bond in excess of the aggregate amount of interest (including original issue discount) includable in
such owners gross income for the taxable year with respect to such bond. The amount of such net interest expense
deferred in a taxable year may not exceed the amount of market discount accrued on the Taxable Bond for the days
during the taxable year on which the owner held such bond and, in general, would be deductible when such market
discount is includable in income. The amount of any remaining deferred deduction is to be taken into account in the
taxable year in which the Taxable Bond matures or is disposed of in a taxable transaction. In the case of a
disposition in which gain or loss is not recognized in whole or in part, any remaining deferred deduction will be
allowed to the extent gain is recognized on the disposition. This deferral rule does not apply if the owner elects to
include such market discount in income currently as it accrues on all market discount obligations acquired by such
owner in that taxable year or thereafter.
Attention is called to the fact that Treasury regulations implementing the market discount rules have not yet been
issued. Therefore, investors should consult their own tax advisors regarding the application of these rules as well as
the advisability of making any of the elections with respect thereto.
Unearned Income Medicare Contribution Tax
Pursuant to Section 1411 of the Code, as enacted by the Health Care and Education Reconciliation Act of 2010, an
additional tax is imposed on individuals beginning January 1, 2013. The additional tax is 3.8 percent of the lesser of
(a) net investment income (defined as gross income from interest, dividends, net gain from disposition of property
not used in a trade or business and certain other listed items of gross income), or (b) the excess of modified
adjusted gross income of the individual over $200,000 for unmarried individuals ($250,000 for married couples
filing a joint return and a surviving spouse). Holders of the Taxable Bonds should consult their own tax advisors
regarding the application of this tax to interest earned on the Taxable Bonds and to gain on the sale of a Taxable
Bond.
Sales or Other Dispositions
If an owner of a Taxable Bond sells the bond, such person will recognize gain or loss equal to the difference
between the amount realized on such sale and such owners basis in such bond. Ordinarily, such gain or loss will be
treated as a capital gain or loss.
If the terms of a Taxable Bond were materially modified, in certain circumstances, a new debt obligation would be
deemed created and exchanged for the prior obligation in a taxable transaction. Among the modifications that may
be treated as material are those that relate to redemption provisions and, in the case of a nonrecourse obligation,
those which involve the substitution of collateral. Each potential owner of a Taxable Bond should consult its own
tax advisor concerning the circumstances in which such bond would be deemed reissued and the likely effects, if
any, of such reissuance.
Defeasance
The legal defeasance of the Taxable Bonds may result in a deemed sale or exchange of such bonds under certain
circumstances. Owners of such Taxable Bonds should consult their tax advisors as to the federal income tax
consequences of such a defeasance.
20
Backup Withholding
An owner of a Taxable Bond may be subject to backup withholding at the applicable rate determined by statute with
respect to interest paid with respect to the Taxable Bonds, if such owner, upon issuance of the Taxable Bonds, fails
to provide to any person required to collect such information pursuant to Section 6049 of the Code with such
owners taxpayer identification number, furnishes an incorrect taxpayer identification number, fails to report
interest, dividends or other reportable payments (as defined in the Code) properly, or, under certain circumstances,
fails to provide such persons with a certified statement, under penalty of perjury, that such owner is not subject to
backup withholding.
Foreign Investors
An owner of a Taxable Bond that is not a United States person (as defined below) and is not subject to federal
income tax as a result of any direct or indirect connection to the United States of America in addition to its
ownership of a Taxable Bond will generally not be subject to United States income or withholding tax in respect of a
payment on a Taxable Bond, provided that the owner complies to the extent necessary with certain identification
requirements (including delivery of a statement, signed by the owner under penalties of perjury, certifying that such
owner is not a United States person and providing the name and address of such owner). For this purpose the term
United States person means a citizen or resident of the United States of America, a corporation, partnership or
other entity created or organized in or under the laws of the United States of America or any political subdivision
thereof, or an estate or trust whose income from sources within the United States of America is includable in gross
income for United States of America income tax purposes regardless of its connection with the conduct of a trade or
business within the United States of America.
Except as explained in the preceding paragraph and subject to the provisions of any applicable tax treaty, a 30%
United States withholding tax will apply to interest paid and original issue discount accruing on Taxable Bonds
owned by foreign investors. In those instances in which payments of interest on the Taxable Bonds continue to be
subject to withholding, special rules apply with respect to the withholding of tax on payments of interest on, or the
sale or exchange of Taxable Bonds having original issue discount and held by foreign investors. Potential investors
that are foreign persons should consult their own tax advisors regarding the specific tax consequences to them of
owning a Taxable Bond.
Tax-Exempt Investors
In general, an entity that is exempt from federal income tax under the provisions of Section 501 of the Code is
subject to tax on its unrelated business taxable income. An unrelated trade or business is any trade or business that
is not substantially related to the purpose that forms the basis for such entitys exemption. However, under the
provisions of Section 512 of the Code, interest may be excluded from the calculation of unrelated business taxable
income unless the obligation that gave rise to such interest is subject to acquisition indebtedness. Therefore, except
to the extent any owner of a Taxable Bond incurs acquisition indebtedness with respect to such bond, interest paid or
accrued with respect to such owner may be excluded by such tax-exempt owner from the calculation of unrelated
business taxable income. Each potential tax-exempt holder of a Taxable Bond is urged to consult its own tax
advisor regarding the application of these provisions.
Treasury Circular 230 Disclosure
Any federal tax advice contained in this Official Statement was written to support the marketing of the Taxable
Bonds and is not intended or written to be used, and cannot be used, by a taxpayer for the purpose of avoiding any
penalties that may be imposed under the Code. All taxpayers should seek advice based on such taxpayers particular
circumstances from an independent tax advisor. This disclosure is provided to comply with Treasury Circular 230.
Changes in Federal and State Tax Law
From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or
amend the federal and state tax matters referred to above or adversely affect the market value of the Bonds. It
cannot be predicted whether or in what form any such proposal might again be introduced and enacted or whether if
enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time
announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a
particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such
21
regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether
the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their tax
advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed
by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and
regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no
opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or
litigation.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended (ERISA), imposes certain fiduciary
obligations and prohibited transaction restrictions on employee pension and welfare benefit plans subject to ERISA
(ERISA Plans). Section 4975 of the Code imposes substantially similar prohibited transaction restrictions on
certain employee benefit plans, including tax qualified retirement plans described in Section 401(a) of the Code
(Qualified Retirement Plans) and on individual retirement accounts and annuities described in Sections 408 (a)
and (b) of the Code (IRAs, collectively, with Qualified Retirement Plans, Tax Favored Plans). Certain
employee benefit plans, such as governmental plans (as defined in Section 3(32) of ERISA), and, if no election has
been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) (Non ERISA
Plans), are not subject to the requirements set forth in ERISA or the prohibited transaction restrictions under
Section 4975 of the Code. Accordingly, the assets of such Non ERISA Plans may be invested in the Bonds without
regard to the ERISA or Code considerations described below, provided that such investment is not otherwise subject
to the provisions of other applicable federal and state law (Similar Laws). Any governmental plan or church plan
that is qualified under Section 401(a) and exempt from taxation under Section 501(a) of the Code is, nevertheless,
subject to the prohibited transaction rules set forth in Section 503 of the Code.
In addition to the imposition of general fiduciary requirements, including those of investment prudence and
diversification and the requirement that an ERISA Plans investment of its assets be made in accordance with the
documents governing such ERISA Plan, Section 406 of ERISA and Section 4975 of the Code prohibit a broad range
of transactions involving assets of ERISA Plans and Tax Favored Plans (Plan or collectively Plans) and entities
whose underlying assets include plan assets by reason of Plans investing in such entities with persons (Parties in
Interest or Disqualified Persons as such terms are defined in ERISA and the Code, respectively) who have certain
specified relationships to the Plans, unless a statutory, class or administrative exemption is available. Parties in
Interest or Disqualified Persons that participate in a prohibited transaction may be subject to a penalty (or an excise
tax) imposed pursuant to Section 502(i) of ERISA or Section 4975 of the Code unless a statutory, class or
administrative exemption is available. Section 502(l) of ERISA requires the Secretary of the U.S. Department of
Labor (the DOL) to assess a civil penalty against a fiduciary who violates any fiduciary responsibility under
ERISA or commits any other violation of part 4 of Title I of ERISA or any other person who knowingly participates
in such breach or violation. If the investment constitutes a prohibited transaction under Section 408(e) of the Code,
the IRA may lose its tax exempt status.
The investment in a security by a Plan may, in certain circumstances, be deemed to include an investment in the
assets of the entity issuing such security, such as the State. Certain transactions involving the purchase, holding or
transfer of the Bonds may be deemed to constitute prohibited transactions if assets of the State are deemed to be
assets of a Plan. These concepts are discussed in greater detail below.
Plan Asset Regulation
The DOL has promulgated a regulation set forth at 29 C.F.R. 2510.3 101 (the Plan Asset Regulation) concerning
whether or not the assets of an ERISA Plan would be deemed to include an interest in the underlying assets of an
entity (such as the State) for purposes of the general fiduciary responsibility provisions of ERISA and for the
prohibited transaction provisions of ERISA and Section 4975 of the Code, when a Plan acquires an equity interest
22
in such entity. ERISA Section 3(42) defines the term plan assets. Depending upon a number of factors set forth
in the Plan Asset Regulation, plan assets may be deemed to include either a Plans interest in the assets of an
entity (such as the State) in which it holds an equity interest or merely to include its interest in the instrument
evidencing such equity interest. For purposes of this section, the terms plan assets (Plan Assets) and the assets
of a Plan have the meaning specified in the Plan Asset Regulation and ERISA Section 3(42) and include an
undivided interest in the underlying interest of an entity which holds Plan Assets by reason of a Plans investment
therein (a Plan Asset Entity).
Under the Plan Asset Regulation, the assets of the State would be treated as Plan Assets if a Plan acquires an equity
interest in the State and none of the exceptions contained in the Plan Asset Regulation is applicable. The Plan Asset
Regulation provides an exemption from plan asset treatment for securities issued by an entity if such securities are
debt securities under applicable state law with no substantial equity features. If the Bonds are treated as having
substantial equity features, a Plan or a Plan Asset Entity that purchases Bonds could be treated as having acquired a
direct interest in the State. In that event, the purchase, holding, transfer or resale of the Bonds could result in a
transaction that is prohibited under ERISA or the Code. While not free from doubt, on the basis of the Bonds as
described herein, it appears that the Bonds should be treated as debt without substantial equity features for purposes
of the Plan Asset Regulation.
In the event that the Bonds cannot be treated as indebtedness for purposes of ERISA, under an exception to the Plan
Asset Regulation, the assets of a Plan will not include an interest in the assets of an entity, the equity interests of
which are acquired by the Plan, if at no time do Plans in the aggregate own 25% or more of the value of any class of
equity interests in such entity, as calculated under the Plan Asset Regulation and ERISA Section 3(42). Because the
availability of this exception depends upon the identity of the Bondholders at any time, there can be no assurance
that the Bonds will qualify for this exception and that the States assets will not constitute a Plan Asset subject to
ERISAs fiduciary obligations and responsibilities. Therefor, neither a Plan nor a Plan Asset Entity should acquire
or hold Bonds in reliance upon the availability of this exception under the Plan Asset Regulation.
Prohibited Transactions
The acquisition or holding of Bonds by or on behalf of a Plan, whether or not the underlying assets are treated as
Plan Assets, could give rise to a prohibited transaction if the State or any of its respective affiliates is or becomes a
Party in Interest or Disqualified Person with respect to such Plan, or in the event that a Bond is purchased in the
secondary market by a Plan from a Party in Interest or Disqualified Person with respect to such Plan. There can be
no assurance that the State or any of its respective affiliates will not be or become a Party in Interest or a
Disqualified Person with respect to a Plan that acquires Bonds. Any such prohibited transaction could be treated as
exempt under ERISA and the Code if the Bonds were acquired pursuant to and in accordance with one or more
statutory exemptions, individual exemptions or class exemptions issued by the DOL. Such class exemptions
include, for example, Prohibited Transaction Class Exemption (PTCE) 75-1 (an exemption for certain transactions
involving employee benefit plans and broker dealers, reporting dealers and banks), PTCE 84-14 (an exemption for
certain transactions determined by an independent qualified professional asset manager), PTCE 90-1 (an exemption
for certain transactions involving insurance company pooled separate accounts), PTCE 91-38 (an exemption for
certain transactions involving bank collective investment funds), PTCE 95-60 (an exemption for certain transactions
involving an insurance companys general account) and PTCE 96-23 (an exemption for certain transactions
determined by a qualifying in house asset manager).
The Underwriters, the Registrar and Paying Agent or their affiliates may be the sponsor of, or investment advisor
with respect to, one or more Plans. Because these parties may receive certain benefits in connection with the sale or
holding Bonds, the purchase of Bonds using plan assets over which any of these parties or their affiliates has
investment authority might be deemed to be a violation of a provision Title I of ERISA or Section 4975 of the Code.
Accordingly, Bonds may not be purchased using the assets of any Plan if any of the Underwriters, the Registrar and
Paying Agent or their affiliates has investment authority for those assets, or is an employer maintaining or
contributing to the plan, unless an applicable prohibited transaction exemption is available and such prohibited
transaction exemption covers such purchase.
23
Purchasers/Transferees Representations and Warranties
Each purchaser and each transferee of a Bond (including a Plans fiduciary, as applicable) shall be deemed to
represent and warrant that (a) it is not a Plan and is not acquiring the Bond directly or indirectly for, or on behalf of
(i) a Plan or with Plan Assets, (ii) a Plan Asset Entity or (iii) any entity whose underlying assets are deemed to be
Plan Assets of such Plan; or (b) the acquisition and holding of the Bonds by or on behalf of, or with Plan Assets of,
any (i) Plan, (ii) Plan Asset Entity or (iii) any entity whose underlying assets are deemed to be Plan Assets of such
Plan is permissible under applicable law, will not result in any non exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code or Similar Law, and will not subject the State or Underwriters to any
obligation not affirmatively undertaken in writing.
Consultation with Counsel
Any Plan fiduciary or other investor of Plan Assets considering whether to acquire or hold Bonds on behalf of or
with Plan Assets of any Plan or Plan Asset Entity, and any insurance company that proposes to acquire or hold
Bonds, should consult with its counsel with respect to the potential applicability of the fiduciary responsibility
provisions of ERISA and the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the
Code with respect to the proposed investment and the availability of any prohibited transaction exemption. A
fiduciary with respect to a Non-ERISA Plan which is a Tax Favored Plan that proposes to acquire or hold Bonds
should consult with counsel with respect to the applicable federal, state and local laws.
LEGAL OPINION
Legal matters incident to the authorization, issuance and sale of the Bonds will be passed upon by Kutak Rock LLP,
Bond Counsel, and the State Attorney General. Only Kutak Rock LLP will offer an opinion as to tax status of
interest on the Series 2014A Bonds. The forms of legal opinions to be issued by Kutak Rock LLP with respect to the
Bonds are set forth in APPENDIX H.
Certain legal matters will be passed upon for the Underwriters by McGrann Shea Carnival Straughn & Lamb,
Chartered, as Counsel to RBC Capital Markets, LLC, representative on behalf of the Underwriters.
FINANCIAL INFORMATION
General financial information relating to the State is set forth in Appendices A through E hereto and is a part of this
Official Statement. The States most recent Comprehensive Annual Financial Report is included as APPENDIX E.
The State most recently released certain revenue and expenditure forecasts prepared by MMB in December 2013.
Information concerning this forecast is included in APPENDIX B hereto under the caption STATE FINANCES -
BIENNIUM BUDGETS - November 2013 Forecast Current Biennium. The next forecast of revenue and
expenditures is expected to be released by the end of February 2014. Such forecast will be available on the
MMB web site (www.mmb.state.mn.us) and from the Municipal Securities Rulemaking Board (MSRB)
through its Electronic Municipal Market Access system (http://emma.msrb.org).
24
LITIGATION
There is not now pending or threatened any litigation seeking to restrain or enjoin the sale, issuance, execution or
delivery of the Bonds, or in any manner questioning or affecting the validity of the Bonds or the proceedings or
authority pursuant to which they are to be issued and sold, except as noted below.
Paul Johnson v. Mark Dayton and Minnesota State Legislature (Minnesota Court of Appeals, Court File No. A13-
2062). This case stems from the Stadium Act passed by the Minnesota Legislature and signed by the Governor in
May 2012. A provision of the Stadium Act mandates that the new stadium be constructed in the city of
Minneapolis. Johnson filed the instant action against the Governor and the Legislature in July 2013. His Amended
Complaint, filed in September, alleges that the Governor and the Legislature violated the law by not providing
equal treatment or equal protection of the law when they discriminated against the people and fans of Ramsey
County and Arden Hills, when they eliminated consideration of the Arden Hills [stadium] site[.] The Complaint
and subsequent Amended Complaint assert nothing about Johnson other than his name, address, and telephone
number. The Amended Complaint requests an injunction halting stadium construction on the current Metrodome
site. The Governor and the Legislature moved to dismiss, noting that (1) both are immune from suit for debating,
passing, and signing legislation; (2) Johnsons pleadings allege no facts to support a contention that he has suffered
an injury in fact as the result of the challenged actions of Governor and the Legislature; and (3) Johnsons pleadings
fail to state an equal-protection (or any other) claim upon which relief can be granted. The district court granted the
Governor and the Legislatures motion and dismissed the action. The court based its decision on both Johnsons
lack of standing and Respondents legislative immunity. The court did not reach the question of Johnsons failure to
state a claim upon which relief can be granted. On November 1, 2013, Johnson appealed to the Minnesota Court of
Appeals. Briefs have been filed with the Minnesota Court of Appeals.
Doug Mann v. Minneapolis City Council (Fourth Jud. Dist., Court File. No. 27-CV-13-13029).
On November 12, 2013, the district court issued an order dismissing the petition for writ of mandamus filed by
Doug Mann in August seeking to require the City of Minneapolis to place the Citys contribution to the stadium
transaction onto the November ballot to satisfy the 1997 city charter requirement that stadium spending over $10
million be put to voters. The district court ruled that in enacting the Stadium Legislation, the Minnesota Legislature
preempted the referendum requirement in Section 13 of the City Charter. The time for appeal has not expired.
While at any given time, including the present, there are numerous civil actions pending against the State, which
could, if determined adversely to the State, affect the States expenditures, and, in some cases, its revenues, the State
Attorney General is of the opinion that, except for the actions described in Note 19 to the State Financial Statements
for the Fiscal Year Ended June 30, 2013, set forth in APPENDIX E and additional actions, if any, discussed in the
paragraphs below, no pending actions are likely to have a material adverse effect in excess of $15 million on the
States expenditures or revenues during the Current Biennium.
The following is a discussion of developments regarding the actions described in the referenced Note 19 that
occurred and are subsequent to the date of the financial statements contained in APPENDIX E, and a description of
additional actions that have been initiated against the State since the date of the financial statements contained in
APPENDIX E and are material for purposes of this Official Statement.
Kiminski v. Hunt et al and similar matters. In one of the dismissed cases, the remaining defendant has now asserted
claims against the State for indemnity, contribution, negligence and breach of fiduciary duty.
Skaja v. Minnesota Department of Health, Bearder, et al. v. Minnesota, et al., and Anderson v. State of Minnesota
(Hennepin County District Court). On December 30, 2013, a Settlement Agreement and Release of Claims
(Settlement Agreement) was fully executed by all the parties in the Skaja and Bearder cases. The claims of the
Anderson plaintiffs were voluntarily dismissed on June 12, 2013. Pursuant to the Settlement Agreement, the parties
agreed to the compromise of all claims for the purpose of avoiding protracted litigation and that the consideration
extended under the Settlement Agreement was not an admission of liability on the part of Defendants. The
Minnesota Department of Health agreed to pay $975,000 for attorneys fees, costs, and disbursements, to transfer
the blood specimen cards of the minor plaintiffs that had not been previously destroyed, to permanently eradicate
and destroy all newborn screening test results of the minor plaintiffs, and to operate the Newborn Screening
25
Program in compliance with the Genetic Privacy Act, Minn. Stat. 13.386 (2012), as now in force or subsequently
amended. The Order for Dismissal was signed by the Court on January 3, 2014.
Kimberly-Clark Corporation & Subsidiaries v. Commissioner of Revenue (Minnesota Tax Court). The taxpayer
filed an appeal in the Minnesota Tax Court challenging the Commissioners denial of the taxpayers refund
claims. The taxpayer alleges it is entitled to elect a corporate tax apportionment formula set forth in the Multistate
Tax Compact, even though the Minnesota legislature repealed that provision of the Compact from the Minnesota
Statutes in 1987. Resolution of this case may impact the Commissioners assessments against other multistate tax
filers and may impact refund claims corporate taxpayers have and may file with the Commissioner. Multiple
corporate taxpayers have currently filed about $53 million in refund claims, with estimated potential total refunds of
$700 million.
CONTINUING DISCLOSURE
The Commissioner, in the order authorizing and ordering the issuance of the Bonds, has covenanted and agreed on
behalf of the State, for the benefit of the holders of the Bonds from time to time, to comply with the provisions of
Securities and Exchange Commission Regulation, 17 C.F.R. Section 240.15c2-12, paragraph (b)(5) as currently in
effect; and, for this purpose, to provide to the Municipal Securities Rulemaking Board annual financial information
of the type included in this Official Statement, including audited financial statements, and notice of the occurrence
of certain events which materially affect the terms, payment, security, rating or tax status of the Bonds. The State is
the only obligated person in respect of the Bonds within the meaning of paragraph (b)(5). A description of the
Commissioners undertaking is set forth in APPENDIX G.
The State did not timely file its Comprehensive Annual Financial Report (CAFR) with EMMA for the fiscal year
ending June 30, 2012 (the 2012 CAFR). Under the terms of the continuing disclosure undertaking for each series
of bonds for which the State is an obligated person, such filing was supposed to be made by December 31, 2012.
Although the State did not timely file its 2012 CAFR, the State did notify holders of all general obligation bonds and
all bonds supported by State appropriations, by a voluntary filing to EMMA on December 7, 2012, that the 2012
CAFR would be delayed. On December 28, 2012, the State filed a notice of failure to file annual financial
information with respect to all general obligation bonds and all bonds supported by State appropriations. On
February 13, 2013, the State updated its voluntary December 7, 2012 EMMA filing to notify investors that the
estimated date of delivery the 2012 CAFR would be mid-March 2013. The 2012 CAFR was filed with EMMA on
March 27, 2013. The filing of the 2012 CAFR was primarily delayed due to the implementation of a new State
accounting and procurement software system. The State expects, in the future, to complete its CAFR and EMMA
filings on or before December 31st.
The State did not timely file notices of ratings changes or the States CAFR for the fiscal years ended June 30, 2007
through 2012 with respect to the following bonds, for which the State was an obligated person within the meaning
of Rule 15c2-12: (i) $31,165,000 (original principal amount) Port Authority of the City of Saint Paul, Lease
Revenue Bonds, Series 2002-10, (ii) $79,665,000 (original principal amount) Port Authority of the City of Saint
Paul Lease Revenue Bonds, Series 2003-12, (iii) $23,695,000 (original principal amount) Port Authority of the City
of Saint Paul Lease Revenue Bonds, Series 2002-9, (iv) $58,580,000 (original principal amount) Port Authority of
the City of Saint Paul Lease Revenue Bonds, Series 2003-11 Bonds (v) $6,395,000 (original principal amount) City
of Bemidji Lease Revenue Refunding Bonds, Series 2008 and (vi) $8,275,000 (original principal amount) City of
Bemidji Lease Revenue bonds dated April 1, 2000, (together the St. Paul Port Authority/Bemidji Bonds). On
January 9, 2013, the State filed its CAFRs for the fiscal years ended June 30, 2007 through 2011 with EMMA, and
on March 27, 2013 filed its 2012 CAFR for the St. Paul Port Authority/Bemidji Bonds. On February 6, 2013, the
State also made a detailed filing of the rating history by each rating agency that publishes a rating for the St. Paul
Port Authority/Bemidji Bonds, with respect to all previous rating changes for each series of the St. Paul Port
Authority/Bemidji Bonds.
26
In the previous five years the Commissioner of Management and Budget has not failed to comply in any material
respect other than noted above, with any written continuing disclosure undertaking with respect to any bonds for
which the State is an obligated person.
FINANCIAL ADVISOR
Public Financial Management, Inc. (the Financial Advisor) is serving as financial advisor to the State in
connection with the issuance of the Bonds. The Financial Advisors fee for services rendered with respect to the
sale of the Bonds is not contingent upon the issuance and delivery of the Bonds. The Financial Advisor does not
assume any responsibility for the information, covenants and representations contained in any of the legal
documents with respect to the federal income tax status of the Bonds, or the possible impact of any present, pending
or future actions taken by any legislative or judicial bodies on the Bonds.
The Financial Advisor has provided the following sentence for inclusion in this Official Statement. The Financial
Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its
responsibilities to the State and, as applicable, to investors under the federal securities laws as applied to the facts
and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of
such information.
UNDERWRITING
The underwriters listed on the cover page hereof (the Underwriters) have jointly and severally agreed, subject to
certain conditions, to purchase all, but not less than all, of the Bonds from the State at an aggregate Underwriters
discount of $______. The Underwriters will be obligated to purchase all of the Bonds if any are purchased. The
initial public offering prices of the Bonds may be changed from time to time by the Underwriters.
RBC Capital Markets, LLC is acting as representative on behalf of the Underwriters.
J.P. Morgan Securities LLC ("JPMS"), one of the Underwriters of the Bonds, has entered into a negotiated dealer
agreement ("Dealer Agreement") with Charles Schwab & Co., Inc. ("CS&Co.") for the retail distribution of certain
securities offerings, at the original issue prices. Pursuant to the Dealer Agreement (if applicable to this transaction),
CS&Co. will purchase Bonds from JPMS at the original issue price less a negotiated portion of the selling
concession applicable to any Bonds that CS&Co. sells.
Wells Fargo Securities is the trade name for certain securities-related capital markets and investment banking
services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank, National Association.
Wells Fargo Bank, National Association ("WFBNA"), one of the underwriters of the Bonds, has entered into an
agreement (the "Distribution Agreement") with its affiliate, Wells Fargo Advisors, LLC ("WFA"), for the
distribution of certain municipal securities offerings, including the Bonds. Pursuant to the Distribution Agreement,
WFBNA will share a portion of its underwriting or remarketing agent compensation, as applicable, with respect to
the Bonds with WFA. WFBNA also utilizes the distribution capabilities of its affiliates, Wells Fargo Securities,
LLC (WFSLLC) and Wells Fargo Institutional Securities, LLC (WFIS), for the distribution of municipal
securities offerings, including the Bonds. In connection with utilizing the distribution capabilities of WFSLLC,
WFBNA pays a portion of WFSLLCs expenses based on its municipal securities transactions. WFBNA, WFSLLC,
WFIS, and WFA are each wholly-owned subsidiaries of Wells Fargo & Company.
Citigroup Global Markets Inc., an underwriter of the Bonds, has entered into a retail distribution agreement with
each of TMC Bonds L.L.C. (TMC) and UBS Financial Services Inc. (UBSFS). Under these distribution
27
agreements, Citigroup Global Markets Inc. may distribute municipal securities to retail investors through the
financial advisor network of UBSFS and the electronic primary offering platform of TMC. As part of this
arrangement, Citigroup Global Markets Inc. may compensate TMC (and TMC may compensate its electronic
platform member firms) and UBSFS for their selling efforts with respect to the Bonds.
Loop Capital Markets LLC (LCM), one of the Underwriters of the Bonds, has entered into an agreement (the
Distribution Agreement) with Deutsche Bank Securities Inc. (DBS) for the retail distribution of certain
securities offerings at the original issue prices. Pursuant to the Distribution Agreement, DBS will purchase Bonds
from LCM at the original issue prices less a negotiated portion of the selling concession applicable to any Bonds that
such firm sells.
Piper Jaffray & Co. and Pershing LLC, a subsidiary of The Bank of New York Mellon Corporation, entered into an
agreement (the Agreement) which enables Pershing LLC to distribute certain new issue municipal securities
underwritten by or allocated to Piper Jaffray & Co., including the Offered Bonds. Under the Agreement, Piper
Jaffray & Co. will share with Pershing LLC a portion of the fee or commission.
RATINGS
Ratings on the Bonds have been requested from Fitch Ratings and Standard and Poors Ratings Group (individually,
a Rating Agency and, collectively, the Rating Agencies).
A credit rating is not a recommendation to buy, sell or hold securities, and such ratings may be subject to revision or
withdrawal at any time. The rating by a Rating Agency of the Bonds reflects only the views of such Rating Agency,
and any desired explanation of the significance of such rating and any outlooks or other statements given by such
Rating Agency with respect thereto should be obtained from the Rating Agency.
Except as may be required by the Undertaking as defined above under the heading CONTINUING
DISCLOSURE, the State undertakes no responsibility either to bring to the attention of the owners of the Bonds
any proposed change in or withdrawal of such ratings or to oppose any such revision or withdrawal.
There is no assurance that the initial ratings assigned to the Bonds will continue for any given period of time or that
any of such ratings will not be revised downward, suspended or withdrawn entirely by the Rating Agency. Any
such downward revision, suspension or withdrawal of such rating may have an adverse effect on the availability of a
market for or the market price of the Bonds.
AUTHORIZATION OF OFFICIAL STATEMENT
The State has prepared and delivered this Official Statement to the Underwriters of the Bonds and has authorized the
Underwriters to use it in connection with the offering and sale of the Bonds to investors.
Commissioner of Management and Budget
State of Minnesota
(This page has been intentionally left blank.)
APPENDIX A
STATE GOVERNMENT AND FISCAL
ADMINISTRATION
(This page has been intentionally left blank.)
APPENDIX A
STATE GOVERNMENT AND FISCAL ADMINISTRATION
Table of Contents
State Government ....................................................................................................................................... A-1
Fiscal Administration ........................................................................................................................................ A-1
Accounting System ........................................................................................................................................... A-2
Financial Reporting ........................................................................................................................................... A-2
Investments ....................................................................................................................................................... A-2
Revenues ........................................................................................................................................................... A-3
Audit Control Procedures .................................................................................................................................. A-4
Status of Collective Bargaining ......................................................................................................................... A-4
(This page has been intentionally left blank.)
A-1
STATE GOVERNMENT AND FISCAL ADMINISTRATION
State Government
The State was formally organized as a territory in 1849 and was admitted to the Union on May 11, 1858, as
the 32nd state. Bordered by Canada on the north, Lake Superior and Wisconsin on the east, Iowa on the south, and
North and South Dakota on the west, it is the 12th largest and 20th most populous state in the Union.
The States Constitution organizes State government into three branches: Executive, Legislative and
Judicial.
The Executive Branch is headed by the Governor. The Governor, Lt. Governor, Attorney General, State
Auditor, and Secretary of State are popularly elected to four year terms. There are 18 departments and over one
hundred agencies, boards, councils, and authorities which comprise the Executive Branch. Most departments and
agency heads are appointed and serve at the pleasure of the Governor, subject to confirmation by the Senate.
The Department of Finance was created in 1973. On June 1, 2008, the Department of Finance completed a
merger with the Department of Employee Relations and assumed many of the duties related to human resource
management, employee insurance and collective bargaining on behalf of the State as an employer. After the merger,
the Department was renamed the Department of Minnesota Management and Budget (Management and Budget or
MMB).
The Legislative Branch is composed of a Senate and a House of Representatives. There are 67 senators
who serve 4 year terms and there are 134 house members that serve 2 year terms.
The Judicial Branch is headed by a Supreme Court. Three levels of courts function within the Judicial
Branch: Supreme Court, Appellate Court, and District Courts.
Fiscal Administration
The Commissioner of Management and Budget is designated by statute as the chief accounting officer, the
principal financial officer, and the State controller and is assigned responsibility for the administration of the
financial affairs of the State. Included in the financial duties of the Commissioner of Management and Budget are:
Preparation of State biennial budget and capital budget.
Maintenance of general books of account and administration of the statewide accounting system
including a central disbursement system.
Administration of the State payroll system.
Sale and issuance of State general obligation bonds, certain revenue bonds and certain state
appropriation bonds, general obligation certificates of indebtedness, and equipment lease purchase
financings, including certificates of participation.
Preparation of periodic and special reports on the financial affairs of the State.
Operation and control of allotment system (annual agency operating budgets).
Preparation of revenue, expenditure and cash flow estimates.
Banking and cash management activities.
To receive and account for all moneys paid into the State treasury to ensure they are properly
disbursed or invested.
Negotiation and administration of bargaining agreements and compensation plans.
Development and management of employee, retiree and dependent insurance benefits.
A-2
Accounting System
State law requires the Commissioner of Management and Budget to maintain an accounting system that
shows at all times, by funds and items, amounts appropriated and estimated revenues therefore; amounts allotted and
available for expenditure; amounts of obligations authorized to be incurred; actual receipts, disbursements; balances
on hand; and unencumbered balances after deduction of all actual and authorized expenditures.
State law requires the Commissioner of Management and Budget to administer the payroll of all employees
of the executive branch of government.
The accounting system is organized on a fund basis. A fund is an independent fiscal and accounting entity
with a self-balancing set of accounts. Funds are established for the purpose of carrying on specific activities or
objectives in accordance with legal requirements.
On July 1, 2009 the Commissioner of Management and Budget was authorized to acquire a new statewide
accounting and procurement system. The systems accounting functionality went live July 1, 2011. Basic
procurement functionality went live July 1, 2011 and advanced procurement functionality was implemented in FY
2013. Data warehouse reporting functionality is being rolled out in phases with five data modules remaining.
Financial Reporting
State law requires the Commissioner of Management and Budget to prepare a comprehensive financial
report for each fiscal year of the State in conformance with generally accepted accounting principles by the
December 31 following the end of the fiscal year. These reports are audited by the Legislative Auditor. The
Legislative Auditors opinion and the Fiscal Year 2013 basic financial statements are presented in APPENDIX E and
general long-term debt unaudited schedules are presented in APPENDIX C. The State intends to implement the two
new GASB pension-related statements (Statement 67 - Financial Reporting for Pension Plans and Statement 68 -
Accounting and Financial Reporting for Pensions) for fiscal year 2014. For additional information related to
the Fiscal Year 2012 CAFR filing see CONTINUING DISCLOSURE discussion on page 25 in the forepart of this
Official Statement.
Investments
The State Board of Investment, comprised of four of the States constitutional officers, is responsible for
the formulation of State investment policies and for the purchase and sale of securities. Moneys from various funds
are invested according to regulations on types and terms of investments imposed by law on each grouping. The
investments are grouped as follows:
Invested Treasury Cash temporary investment of a pool of cash, not immediately needed, from
funds other than funds dedicated by the State constitution, State law, or by federal law.
Highway Funds temporary investment of bond proceeds and receipts not immediately needed.
Various retirement funds investment of assets and reserves.
Trust Funds investment of assets and reserves.
Other departmental funds.
See APPENDIX B STATE FINANCES - MINNESOTA DEFINED BENEFIT PENSION PLANS, for
more information on the investment of State sponsored pension plans and retirement funds.
A general organization chart of the State government is shown below. This diagram displays the various
categories of the States service functions and the organization units associated with the delivery of the service
activities.
A-3
Revenues
The Department of Revenue exercises general supervision over the administration of the taxation and
assessment laws of the State. In the exercise of such power, the Department of Revenue promulgates guidelines to
ensure that property tax laws are administered uniformly by local governmental units and that the assessments of
property are made on an equal basis throughout the State.
The Department of Revenue administers taxes due to the State by collecting, among others, individual
income and corporation taxes, sales and use taxes, inheritance and gift taxes, motor fuel taxes and excise taxes on
liquor and tobacco. Additionally, the Department of Revenue is responsible for informing localities when their
expenditures exceed the limit set for them by the State Legislature.
CITIZENS OF
MINNESOTA
LEGISLATIVE
BRANCH
House of
Representatives
EXECUTIVE
BRANCH
Senate
District
Court
Supreme
Court
Court
of Appeals
Attorney
General
Secretary
of State
GOVERNOR
Lieutenant
Governor
State
Auditor
Agencies
Boards,
Commissions &
Councils
Department of
Administration
Department of
Agriculture
Department of
Commerce
Department of
Corrections
Department of
Employment &
Economic Dev.
Minnesota
Management &
Budget
Department of
Health
Department of
Human Rights
Department of
Human Services
Department of
Labor & Industry
Department of
Military Affairs
Department of
Natural Resources
Department of
Public Safety
Department of
Revenue
Minnesota State
Colleges &
Universities
Department of
Education
Department of
Transportation
Department of
Veterans Affairs
JUDICIAL
BRANCH
A-4
Audit Control Procedures
The Office of the Legislative Auditor is the post audit agency of all State departments, agencies, boards and
commissions. The Office of the Legislative Auditor conducts the audits of all accounts, records, inventories,
vouchers, receipts, funds, securities, and other assets at least once a year, if funds and personnel permit, and more
often if deemed necessary or as directed by the Legislature or the Legislative Audit Commission. As an agency of
the legislative branch, the Office of the Legislative Auditor is independent of the executive branch and the
departments, boards, commissions and other agencies thereof that it is responsible for auditing.
Status of Collective Bargaining
The State has a total of 16 bargaining units for State employees which includes three faculty bargaining
units whose labor contracts are negotiated and maintained by the Minnesota State Colleges and Universities System.
Each odd-numbered year, the Department of Management and Budget negotiates the terms and conditions of
employment with the seven exclusive representatives for employees covered by one of the 13 non-faculty labor
agreements for executive branch State employees. The Department also develops two compensation plans for
employees not represented by a union. All contracts and compensation plans are subject to review and approval by
the Legislature. The following is a summary that shows the number of employees assigned to State bargaining
units.
INFORMATION ON STATE BARGAINING UNITS
Previous Biennium Labor Agreements for all bargaining units expired on June 30, 2013. By statute these
contracts remain in effect until subsequent agreements are reached or contracts are cancelled when the right to strike
matures. As of the date of this Official Statement, the State reached tentative agreements with all AFSCME
bargaining units, MAPE and MMA for the Current Biennium. The Legislative Subcommittee on Employee
Relations approved these contracts on September 20, 2013. The State recently reached a tentative agreement with
MLEA for the Previous Biennium MLEA contract. This contract was approved by the Legislative Subcommittee on
Employee Relations on September 20, 2013. Since that date, the State reached tentative agreements with SRSEA
and MGEC, and these are currently being voted on by the membership of those units. The State is currently in the
process of negotiating the Current Biennium contracts with MNA, MLEA, MSCF, IFO, and MSUAF.
UNIT
Union or Association
Employees as of
October 2013
American Federation of State, County and Municipal Employees (AFSCME)
(7 bargaining units) 17,430
MN Association of Professional Employees (MAPE) 13,040
Middle Management Association (MMA) 2,900
MN Government Engineers Council (MGEC) 990
MN Nurses Association (MNA) 770
MN Law Enforcement Association (MLEA) 710
State Residential Schools Education Association (SRSEA) 200
State College Faculty Association (MSCF) 5,020
State University Interfaculty Organization (IFO) 3,510
State University Admin and Service Faculty (MSUAF) 800
Total Represented Employees 45,370
Total State Employment 52,010
Percent of All Executive Branch Employees Unionized 87%
APPENDIX B
STATE FINANCES
(This page has been intentionally left blank.)
APPENDIX B
STATE FINANCES
Table of Contents
Financial Statements ......................................................................................................................................... B-1
Financial Information ........................................................................................................................................ B-1
Revenue and Expenditure Forecasting .............................................................................................................. B-3
Historic Revenues and Expenditures ................................................................................................................. B-5
Biennium Budgets ............................................................................................................................................. B-7
Historical and Projected Revenue and Expenditure Growth ............................................................................. B-18
Budget Planning Estimates ................................................................................................................................ B-21
General Fund Revenue Sources ........................................................................................................................ B-21
Minnesotacare Program ................................................................................................................................. B-27
Cash Flow Information ..................................................................................................................................... B-28
Minnesota Defined Benefit Pension Plans ....................................................................................................... B-33
Postemployment Benefits Other Than Pensions ............................................................................................... B-58
This Official Statement contains forecasts, projections, and estimates that are based on current
expectations but are not intended as representations of fact or guarantees of results. If and when included in
this Official Statement, the words expects, forecasts, projects, intends, anticipates, estimates,
and analogous expressions are intended to identify forward-looking statements as defined in the Securities
Act of 1933, as amended, and any such statements inherently are subject to a variety of risks and
uncertainties, which could cause actual results to differ materially from those contemplated in such forward-
looking statements. These forward-looking statements speak only as of the date of this Official Statement.
The State disclaims any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statement contained herein to reflect any change in the States expectations with regard
thereto or any change in events, conditions, or circumstances on which any such statement is based.
(The remainder of this page has been intentionally left blank.)
B-1
STATE FINANCES
FINANCIAL STATEMENTS
The basic financial statements for the State for the Fiscal Year ended June 30, 2013 are included herein as
APPENDIX E. These financial statements provide financial information for the States General Fund, as defined by
generally accepted accounting principles, as set forth in the audited financial statements included in APPENDIX E
and other major funds; for all other funds, such information is combined into non-major governmental and non-
major enterprise funds, which includes the Debt Service Fund. These financial statements have been examined by
the Legislative Auditor, independent auditor for the State to the extent indicated in his report included in
APPENDIX E. The Legislative Auditors report and the financial statements, including the Notes, should be read in
their entirety. Such financial statements have been included in APPENDIX E in reliance upon the report of the
Legislative Auditor. The revenues and expenditures presented consistent with Generally Accepted Accounting
Principles for Fiscal Years 2011 through 2013 are summarized on page B-6. For additional information related to
the Fiscal Year 2012 CAFR filing see CONTINUING DISCLOSURE discussion on page 25 in the forepart of this
Official Statement.
Past Financial Reports
The States Comprehensive Annual Financial Reports, including information by individual fund for Fiscal
Year 2013 and prior years are available at www.mmb.state.mn.us.
FINANCIAL INFORMATION
Budgeting Process
Major operating budget appropriations for each biennium are enacted during the final legislative session of
the immediately preceding biennium (i.e. in odd-numbered calendar years). Supplemental appropriations and
changes in revenue and expenditure measures are usually adopted during legislative sessions in even-numbered
calendar years.
The Minnesota constitution limits the number of days that the Minnesota Legislature (the Legislature)
may meet to a maximum of 120 days during a biennium. The number of days may be split between the two years in
a biennium, provided that the Legislature may not meet in a regular session after the first Monday following the
third Saturday in May of any year. The regular sessions of the Legislature are scheduled for and occur between
January 2 and the first Monday following the third Saturday in May of each year.
Revenue and expenditure forecasts are performed in February and November of each calendar year. See
Revenue and Expenditure Forecasting later in this appendix. Forecasts are performed for the then current
biennium and for next succeeding biennium. Based upon the results of these forecasts, the Governor may
recommend revenue and expenditure changes that are then recommended to the Legislature. In addition, the
Legislature may, also based on these forecasts, approve budget changes.
The February and November forecasts for the biennium during which the forecasts are made are used to
evaluate if the State is on track to finish that biennium with a balanced budget, and may be used by the Governor
and the Legislature to revise the budget for that biennium.
The November forecast in even-numbered years for the next succeeding biennium becomes the basis for
the Governors budget recommendations for that biennium. All subsequent February and November forecasts for
that biennium supplement and revise the original even-numbered year November forecast with more current data,
and the Governor may use these forecasts to submit modifications to the budget that was developed from the
original even-numbered year November forecast.
B-2
General Fund
The General Fund accounts for all financial resources except those required to be accounted for in another
fund.
Revenues, expenditures, transfers and fund balance information in budgetary fund statements may differ
from those in the States Generally Accepted Accounting Principles (GAAP) based Comprehensive Annual
Financial Report (CAFR) (see APPENDIX E) for three primary reasons. First, on a GAAP basis, the accruals of
revenue and expenditures are required to be reported under the modified accrual basis of accounting. In the
modified accrual basis used in the CAFR, expenditures are recognized when goods or services are received
regardless of the year encumbered. Second, on a budgetary basis, encumbrances are recognized as expenditures in
the year encumbered. Third, as a result of implementing the new GAAP pronouncement, GASB Statement No. 54,
Fund Balance Reporting and Governmental Fund Type Definitions, several funds are included in the GAAP fund
balance, which are not included in the budgetary fund balance, as these funds are not appropriated funds with
legislatively enacted budgets. The budgetary fund statements do not represent the States official financial report,
but rather are prepared as a supplement to the budget documents.
Cash Flow Account
The cash flow account (the Cash Flow Account) was established in the General Fund for the purpose of
providing sufficient cash balances to cover monthly revenue and expenditure imbalances. The amount and use of
funds in the Cash Flow Account is governed by statute.
Budget Reserve Account
A budget reserve account (the Budget Reserve Account) was established in the General Fund, as a special
account (separate from the Cash Flow Account) that serves as a savings account to be used to offset budget shortfalls
during economic downturns. Funds in the Budget Reserve Account may be spent in the event that projected General
Fund receipts will be less than forecast, and the amount of resources available for the remainder of the biennium will
be less than needed to cover authorized spending. Funds in the Budget Reserve Account may be used, after
consultation with the Legislative Advisory Commission, to the extent needed to balance expenditures with revenues.
The amount and use of funds from the Budget Reserve Account and its replenishment are governed by statute.
Stadium General Reserve Account
A stadium general reserve account (the Stadium Reserve Account) was established in the General Fund
by the 2012 Legislature pursuant to Minnesota Laws 2012, chapter 299 (Stadium Legislation). Available revenues
as defined in the Stadium Legislation (including certain excise taxes and gambling revenues) are deposited in the
Stadium Reserve Account pursuant to Minnesota Statutes Section 297E.021, Subdivision 2. Amounts in the
Stadium Reserve Account are appropriated as necessary for application against any shortfall in the amounts
deposited to the General Fund under Minnesota Statutes Section 297A.994. After consultation with the Legislative
Commission on Planning and Fiscal Policy amounts in the Stadium Reserve Account are also available for other
uses related to the professional football stadium authorized under Minnesota Statutes Chapter 473J. In the 2013
Legislative Session, as part of the cigarette and tobacco products tax increase, the Legislature provided a one-time
deposit of the cigarette floor stocks tax (up to $26.5 million) into the Stadium Reserve Account. See BIENNIUM
BUDGETS, 2013 Legislative Session Current Biennium, Reserves in Enacted Budget below.
Control Procedures
Dollar Control: Expenditures in excess of legislative appropriations are prohibited by law. In order to
prevent spending in excess of appropriations, MMB requires State agencies to identify their appropriations and
establish them in the States accounting system as the limit on spending. The accounting system will reject
transactions that exceed these limits. This control procedure is designed to prevent agencies from spending from
unauthorized sources of funds.
B-3
Allotment and Encumbrance Control: Before money can be disbursed pursuant to an appropriation, it must
first be allotted (administratively allocated and approved for expenditure). Prior to each fiscal year, MMB allots the
applicable State agency appropriations based on legislatively-enacted budgets. An allotment is a subdivision of an
appropriation into smaller, detailed components used by agencies to budget expenditures by category of expenditure.
The accounting system prevents allotments from exceeding appropriations.
Once allotments have been established, but before spending obligations can be incurred, for most purchases
agencies must establish encumbrances against their allotments. Encumbrances are the accounting control device
agencies use for reserving portions of their allotments for expenditures that will soon be incurred. The encumbrance
process helps agencies keep track of their outstanding obligations, and the accounting system prevents agencies
from encumbering more funding than has been allotted.
Executive Budget Officer Oversight: MMB assigns an Executive Budget Officer to each State agency for
the purposes of approving agency accounting structures, appropriations, and allotments, and for monitoring overall
agency revenues and expenditures.
Monthly Reports: MMB maintains a data warehouse which is used to produce standard and ad hoc reports
on revenues and expenditures that agency staff and Executive Budget Officers use to monitor agency spending and
receipts.
Balanced Budget
Minnesotas Constitution prohibits borrowing for operating purposes beyond the end of a biennium.
Options for dealing with a projected deficit are provided for in statute. Borrowing for cash flow purposes within a
biennium is allowed; however, revenues for the entire biennium plus any balances carried forward from the previous
biennium must be greater than or equal to expenditures for the entire biennium.
If a forecast shows a shortfall for the General Fund for the then existing biennium, the Commissioner of
Management and Budget (the Commissioner) shall use funds and reduce the Budget Reserve Account as needed
to balance revenues with expenditures. If there are not enough funds in the Budget Reserve Account to balance the
General Fund in the current biennium, the Commissioner, with the consent of the Governor and after consulting with
the Legislative Advisory Commission may also reduce outstanding appropriations, commonly referred to as
unalloting.
If a forecast shows a shortfall for the General Fund for the next succeeding biennium, the Governors
budget recommendations must propose revenue and/or expenditure changes in order for the budget for that biennium
to be in balance at the end of that biennium.
REVENUE AND EXPENDITURE FORECASTING
General
The States biennial budget appropriation process relies on revenue and expenditure forecasting as the basis
for establishing aggregate revenue and expenditure levels. Revenue forecasting for the State is conducted within
MMB by the Economic Analysis Division. Expenditure forecasts for the State are prepared by MMB based on
current annual budgets and on current cash expenditure estimates provided by State agencies responsible for
significant expenditure items.
In addition to the forecasts prepared for the Legislature before the commencement of each new biennium,
forecasts are updated periodically through the biennium. Based on each revenue and expenditure reforecast, MMB
prepares a new cash flow analysis for the biennium.
B-4
Forecasting Risks
Risks are inherent in the revenue and expenditure forecasts. Assumptions about U.S. economic activity and
federal tax and expenditure policy underlie these forecasts. In the forecast it is assumed that existing federal tax law
will remain in place and that current federal budget authority and mandates will remain in place. Reductions in
federal spending programs may affect State spending. Finally, even if economic and federal tax assumptions are
correct, revenue forecasts are still subject to other variables and some normal level of statistical deviations.
Current Forecast Methods and Assumptions
The baseline economic forecast which the State Economist uses in preparing the State revenue and
expenditure forecast is provided by IHS Global Insight, Inc. (IHS GII) of Lexington, Massachusetts. IHS GII
furnishes a monthly forecast of economic growth and individual incomes across all segments of the national
economy.
The IHS GII national economic forecasts are reviewed by Minnesotas Council of Economic Advisors (the
Council), a group of macro-economists from the private sector and academia. The Council provides an
independent check on the IHS GII forecast. If the Council determines that the IHS GII forecast is significantly more
optimistic than the current consensus, the Commissioner may base the State forecast on a less optimistic scenario of
national economic growth.
Forecasts of individual income tax receipts are based on IHS GII forecasts of national production,
employment, and corresponding wage and salary earnings, by industrial sector. The IHS GII forecasts are then
entered into an economic model of Minnesota maintained by MMB. State forecasts of employment by major
industry sector as well as wage and aggregate earnings are obtained from this model. Aggregate annual earnings are
used, in turn, to forecast calendar year tax liabilities through a micro-simulation of the States individual income tax.
Calendar year liabilities are converted into fiscal year income tax revenues, with regard given to the timing of
withholding tax receipts, quarterly estimated payments, refunds and final payments.
Capital gains realizations have become an increasingly volatile and important share of Minnesotas income
tax base. Minnesota capital gains are forecast using an econometric model which relates the increase in taxable
capital gains to the underlying growth in household wealth and to changes in inflation and in the real growth rate of
the economy. Federal tax variables are also included. The model is designed to allow capital gains realizations to
move gradually toward an equilibrium rate of realizations instead of adjusting instantaneously to a shock in model
variables.
Corporate income tax receipts are forecast using IHS GIIs forecast of major variables affecting pre-tax
corporate profits. The volatility of corporate profits and the various loss carry-forward and carry-back provisions
make this the most difficult revenue source to forecast.
Sales tax receipts are estimated on the basis of a forecast of the sales tax base. The historical base is
constructed largely on the basis of national data for items that would be subject to tax if sold in Minnesota. This
data is then allocated to Minnesota on the basis of Minnesotas share of national income and employment to arrive at
a Minnesota specific base. By means of a regression equation, the base is calibrated to historical collections. Using
national forecasts of sales of taxable items and allocating them to Minnesota on the basis of forecasts on
Minnesotas share of national income and employment the base is extended into the future. Using information from
the aforementioned regression equation the forecast collections are derived from the forecast of the base.
Numerous other revenue sources are forecast, some by MMB and others by the agencies responsible for
their collection. In general, none is of significant size, and historically, variances among them have frequently been
offsetting.
The November 2013 baseline forecast from IHS GII, the scenario which IHS GII considered to be the most
likely at the time it was made, was used for the November 2013 revenue and expenditure forecast. The forecast
growth rates for real and nominal Gross Domestic Product (GDP) are shown on the following page. IHS GII
estimates potential GDP growth to average about 1.7 percent over the 2012 to 2015 period. Real GDP is projected
B-5
to exceed potential over the 2011-2015 period as the economy expands. Inflation, as measured by the implicit price
deflator for GDP, is expected to be moderate.
IHS GII NOVEMBER 2013
GROSS DOMESTIC PRODUCT (GDP)
BASELINE FORECAST
(Chained Rates of Growth)
Calendar
Year 2011
Actual %
Calendar
Year 2012
Forecast %
Calendar
Year 2013
Forecast %
Calendar
Year 2014
Forecast %
Calendar
Year 2015
Forecast %
REAL GDP Growth Rate 1.8 2.8 1.7 2.5 3.1
GDP DEFLATOR (Inflation) 2.0 1.7 1.4 1.6 1.7
NOMINAL GDP Growth Rate 3.8 4.6 3.1 4.1 4.9
A report is published with each forecast and is available at www.mmb.state.mn.us. The November 2013
revenue and expenditure forecast was released December 5, 2013. See FINANCIAL INFORMATION in the
APPENDIX. The February 2014 IHS GII Baseline will be used as the baseline for the next revenue and
expenditure forecast.
HISTORIC REVENUES AND EXPENDITURES
The following table sets forth the States General Fund revenues and expenditures for the Fiscal Years
ended June 30, 2011 through 2013. For the Fiscal Years ended June 30, 2011 through 2013 the revenues and
expenditures shown include all revenues and expenditures for that fiscal year, including revenue received and
expenditures made after June 30 of such fiscal year which are properly allocable to such fiscal years. The schedules
of revenues and expenditures are presented for comparison purposes only and are not intended to reflect any
increases or decreases in fund balance. Beginning balances or deficits are not included. In past official statements,
the State presented comparative cash based, unaudited numbers for the most recent fiscal year and the prior fiscal
year. The States new financial system is accrual based and cannot provide cash based numbers for comparison.
(The remainder of this page has been intentionally left blank.)
B-6
STATE OF MINNESOTA
GENERAL FUND COMPARATIVE STATEMENT OF
REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES
(THOUSANDS OF DOLLARS)
(1) For fiscal years 2011, 2012 and 2013, the schedule of revenues and expenditures includes all financial activity for the fiscal year, including
revenue and expenditure accruals at June 30.
(2) During fiscal year 2012, Higher Education function spending decreased due to a reduction in grants to the University of Minnesota and the
Office of Higher Education.
(3) During fiscal year 2012, Health and Human Services function spending increased due to shifts of Federal Fund spending to the General
Fund as American Recovery and Reinvestment Act grants expired.
(4) During fiscal year 2012, General Government function spending decreased due to reductions in most general government agencies.
(5) During fiscal year 2012, General Education function spending increased due to a $50 per pupil increase and an increase in total pupils.
(6) During fiscal year 2013, General Education function spending increased due to a 1% per pupil increase and an increase in total pupils.
Fiscal Year Ended June 30
(1)
2011 2012 2013
NET REVENUES:
Individual Income Taxes ...................................................... . 7,828,818 $ 8,267,608 $ 9,257,352 $
Corporation Income Taxes ....................... 1,135,193 996,524 1,273,112
Sales Taxes ................................................ 4,425,136 4,574,768 4,737,002
Property Taxes . 766,926 813,723 817,895
Motor Vehicle Excise Taxes...................... 230,016 220,065 239,735
Other Taxes........................... 1,439,017 1,464,448 1,561,621
Tobacco Settlement . 172,886 166,861 170,060
Federal Revenues................................ 254 546 2,753
Licenses and Fees .................... . 258,739 225,681 214,374
Departmental Services .................. . 114,545 171,451 191,006
Investment/Interest Income ................................................................ . 108,862 38,282 97,283
Securities Lending Income ................................................................ . 58 - -
All Other Revenues................................ 356,067 306,889 391,775
NET REVENUES. 16,836,517 $ 17,246,846 $ 18,953,968 $
EXPENDITURES:
Current:
Agricultural, Environmental and Energy Resources 205,342 $ 204,553 $ 246,882 $
Economic and Workf orce Development 130,497 118,676 145,280
General Education
(5) (6)
........................................................ 6,578,615 7,171,507 7,415,750
General Government
(4)
....................................................... 683,314 628,869 722,829
Health and Human Services
(3)
....................................................... 4,815,804 5,644,629 5,683,366
Higher Education
(2)
.............................................................. 747,617 712,363 745,965
Intergovernment Aid ........................................................... 1,316,886 1,358,142 1,268,609
Public Saf ety and Corrections ....................................................... 579,977 546,974 583,556
Transportation .................................................................... 286,796 277,690 295,195
Securities Lending Rebates and Fees .. 37 - -
Total Current Expenditures 15,344,885 $ 16,663,403 $ 17,107,432 $
Capital Outlay ............................................ . 25,571 14,476 26,952
Debt Service .......................................... . 40,867 56,876 52,099
TOTAL EXPENDITURES . 15,411,323 $ 16,734,755 $ 17,186,483 $
EXCESS Of REVENUES OVER (UNDER) EXPENDITURES . 1,425,194 $ 512,091 $ 1,767,485 $
OTHER FINANCING SOURCES (USES)
Loan Proceeds 227 $ - $ - $
Transfer-In 470,101 485,353 585,104
Transfer-Out (1,159,118) (1,099,056) (1,001,068)
NET OTHER FINANCING SOURCES (USES) . (688,790) $ (613,703) $ (415,964) $
NET CHANGE IN FUND BALANCES 736,404 $ (101,612) $ 1,351,521 $
B-7
BIENNIUM BUDGETS
The biennium that began on July 1, 2011 and ended on June 30, 2013 is referred to herein as the Previous
Biennium. The biennium that began on July 1, 2013 and will end on June 30, 2015 is referred to herein as the
Current Biennium. The biennium that will begin on July 1, 2015 and will end on June 30, 2017 is referred to
herein as the Next Biennium. An individual fiscal year is referred to herein as FY or Fiscal Year.
Forecast and projected revenues and expenditures are based on the legal requirements contained in
Minnesota statutes and session laws as of the time of the forecast and projections.
February 2013 Forecast Previous Biennium
The February 2013 forecast updated General Fund revenues and expenditures projected for the Previous
Biennium. Forecast revenues were expected to be $35.161 billion, up $217 million (0.6 percent) from Novembers
estimates. Forecast spending is expected to be $35.159 billion, $63 million below previous projections. These
changes, coupled with a $15 million reduction in the projected Stadium Reserve, yielded a forecast balance of $295
million. As was the case in November, the forecast balance was automatically allocated to reversing outstanding
school aid payment shifts. After this allocation the General Fund ending balance is expected to be zero on June 30,
2013.
Revenues: General Fund revenues for the Previous Biennium were forecast to be $35.161 billion, up $217
million from Novembers estimates after adjusting for 2013 legislative action to conform to federal law changes. In
the absence of the conformity changes, an additional $19 million in revenue would have been reported for fiscal
2013.
The forecast for the four major taxes (individual income, sales, corporate and statewide property tax levy)
increased by 0.7 percent. Projected individual income tax receipts were $128 million (0.8 percent) above previous.
The majority of the increase came from larger than anticipated fourth quarter estimated payments for tax year 2012
and higher withholding tax receipts. Sales tax receipts were reduced $19 million (0.2 percent), mostly due to an
increase in expected sales tax refunds. Corporate tax receipts showed the largest percentage increase of the four
major taxes $85 million (4.0 percent). The forecast for the statewide property tax levy was unchanged.
Expenditures: General Fund spending for the Previous Biennium was forecast to be $35.159 billion, down
$63 million (0.2 percent). But, a statutorily required repayment of outstanding K-12 education payment shifts,
based on an available forecast balance, added $282 million to K-12 education aids in the Previous Biennium. This
increased total spending to $35.442 billion, $220 million more than Novembers estimates. After the repayment,
$808 million remained in outstanding school aid payment shifts.
Projected human services spending fell by $46 million for the Previous Biennium due primarily to savings
in Medical Assistance (MA) payments. Reductions in negotiated managed care rates for elderly and disabled basic
care, adults without children and families with children, and lower enrollments in the adults without children
program account for most of the lower estimates. Beyond health and human services programs, forecast changes in
other areas of the budget were modest. K-12 education aid estimates were reduced by $9 million primarily due to a
small downward revision in enrollment projections. Property tax aids and credits estimates were reduced $13
million mostly due to lower than expected spending on homeowner property tax refunds, offset slightly by increases
in the renter property tax refund program.
Reserves: After the November 2012 forecast, total General Fund reserves were $944 million: $350 million
in the Cash Flow Account and $644 million in the Budget Reserve. Current law required any forecast balance be
first allocated to restoring reserves to a statutory maximum of $653 million - $9 million was allocated for this
purpose. Additionally, a residual $4 million forecast balance was added to the Budget Reserve after the required
school shift repayment, increasing the Budget Reserve to $656 million.
The projected reserve balance in the Stadium Reserve Account was reduced from $16 million to $1 million.
The forecast for lawful gambling revenues was reduced $15 million for FY 2013. The updated forecast reduction
continues to reflect a slower than expected implementation of electronic gaming options and reduced estimates for
daily revenue per gaming device.
B-8
2013 Legislative Session Previous Biennium
The Legislature adjourned on May 20, 2013 after enacting budgets bills for the Next Biennium. None of
the appropriations and provisions enacted by the Legislature and signed into law by the Governor impact the
revenue and expenditure estimates for the Previous Biennium. Unchanged from the February 2013 Forecast,
projected revenue for the Previous Biennium is forecast to be $35.161 billion, spending is estimated to $35.442
billion. The biennium will end with $1.006 billion in General Fund reserves and an estimated $1 million in the
Stadium Reserve Account.
Preliminary Fiscal Year 2013 Close Previous Biennium
Actions taken in the 2013 Legislative session required that MMB estimate the Fiscal Year 2013 closing
balance by September 30, 2013. The entire closing balance, which includes both final revenue and expenditure
variances, is then to be used to reduce the $874 million in school shifts currently outstanding. Before the action by
the 2013 Legislature any school shift repayment would not have occurred until after Novembers official budget
forecast and would have been based on the projected ending balance for the Current Biennium.
As required, on September 30, 2013 MMB released that the preliminary general fund balance was
estimated to be $636 million. This was compared to the zero ending balance projected after the February 2013
forecast. Higher than anticipated year-end revenues, combined with gains in transfers and other resources along
with lower spending produced the $636 million balance. This ending balance carries forward into FY 2014. As
stated above, the entire FY 2013 ending balance will be automatically used in FY 2014 to repay a portion of the
estimated $874 million remaining obligation from the K-12 payment and property recognition shifts enacted in the
2009-11 legislative sessions. These actions are not reflected in the tables presented on B-9 and B-10. See
APPENDIX B BIENNIUM BUDGETS PRELIMINARY FY 2013 ESTIMATE CURRENT BIENNIUM, for
more information on the school shift repayment in the Current Biennium.
Previous Biennium Estimates Revenues and Expenditures
The following table displays a summary of the estimated amounts of revenues and expenditures allocable to
the General Fund for the Previous Biennium based on the 2013 Special Legislative Session. Authorized
expenditures are presented by function, consistent with generally accepted accounting principles for reporting
purposes.
(The remainder of this page has been intentionally left blank.)
B-9
PREVIOUS BIENNIUM
GENERAL FUND
ESTIMATES OF REVENUES AND EXPENDITURES
END OF 2013 LEGISLATIVE SESSION AND
PRELIMINARY FISCAL YEAR 2013 CLOSE
(In thousands of dollars)
(1)
On a budgetary basis, Fiscal Year 2011 ended with an Unrestricted General Fund balance of $1.289 billion and an Unreserved
General Fund balance of $976 million.
Fiscal Year Fiscal Year Previous
2012 2013 Biennium
Forecast Resources
Prior Year Ending Balance (1) 1,288,673 1,794,930 1,288,673
Net Non-dedicated Revenues 16,425,815 17,945,487 34,371,302
Dedicated Revenues 321 692 1,013
Transfers From Other Funds 485,720 601,647 1,087,367
Prior Year Adjustments 174,254 108,636 282,890
Subtotal Current Resources 17,086,111 18,656,462 35,742,573
Total Revenues Plus Prior Year
Ending Balance 18,374,784 20,451,391 37,031,246
Authorized Expenditures & Transfers
K-12 Education 6,624,867 8,873,712 15,498,579
Higher Education 1,275,446 1,295,095 2,570,541
Health & Human Services 5,385,094 5,207,568 10,592,662
Environment & Agriculture 147,424 158,887 306,311
Jobs, Economic Development, Housing & Commerce 124,401 154,903 279,304
State Government & Veterans 403,076 460,167 863,243
Transportation 62,197 63,764 125,961
Public Safety & Judiciary 882,601 957,734 1,840,335
Property Tax Aids & Credits 1,456,693 1,320,179 2,776,872
Debt Service 192,056 223,000 415,056
Capital Projects 20,414 24,138 44,552
Other 5,265 0 5,265
Cancellation Adjustment 0 0 0
Subtotal Expenditures & Transfers 16,579,534 18,739,147 35,318,681
Dedicated Revenue Expenditures 321 329 650
Total Expenditures and Transfers 16,579,855 18,739,476 35,319,331
Balance Before Reserves 1,794,929 1,711,915 1,711,915
Cash Flow Account 350,000 350,000 350,000
Budget Reserve 657,618 656,471 656,471
Stadium Reserve 0 0 0
Appropriations Carried Forward 146,662 69,355 69,355
Budgetary Balance 640,650 636,089 636,089
B-10
The following table sets forth by source the forecasted amounts of nondedicated revenues allocable to the
General Fund for the Previous Biennium.
PREVIOUS BIENNIUM
GENERAL FUND - ESTIMATES OF NONDEDICATED REVENUES
END OF 2013 LEGISLATIVE SESSION AND
PRELIMINARY FISCAL YEAR 2013 CLOSE
(In thousands of dollars)
(The remainder of this page has been intentionally left blank.)
Fiscal Year Fiscal Year Previous
2012 2013 Biennium
Net Nondedicated Revenues:
Income Tax - Individual 7,972,460 9,012,500 16,984,960
Income Tax - Corporate 1,044,159 1,280,743 2,324,902
Sales Tax 4,677,856 4,774,250 9,452,106
Statewide Property Tax 799,333 811,388 1,610,721
Estate Tax 174,190 167,460 341,650
Liquor, Wine & Beer 80,117 83,248 163,365
Cigarette & Tobacco 187,915 205,391 393,306
Mining 22,118 22,314 44,432
Mortgage Registry Tax 103,037 139,928 242,965
Deed Transfer Tax 57,400 75,587 132,987
Gross Earnings Taxes 299,557 332,893 632,450
Lawful Gambling Taxes 40,837 36,989 77,826
Medical Assistance Surcharges 222,683 248,634 471,317
Tobacco Settlements 166,861 170,060 336,921
Investment Income 2,701 3,669 6,370
DHS SOS Collections 58,183 51,306 109,489
Lottery Revenue 53,209 66,196 119,405
Departmental Earnings 260,435 274,936 535,371
Fines & Surcharges 89,172 86,292 175,464
All Other Nondedicated Revenue 132,595 135,563 268,158
Tax and Non-Tax Refunds (19,003) (33,860) (52,863)
Total Net Nondedicated Revenues 16,425,815 17,945,487 34,371,302
B-11
February 2013 Forecast Current Biennium
The November 2012 forecast provided the first official forecast for the Current Biennium, as well as
revenue and expenditure planning estimates for the Next Biennium. In November 2012, a shortfall of just under
$1.1 billion was projected for the Current Biennium. Revisions in the February 2013 forecast reduced the projected
budget shortfall to $627 million. General Fund revenues for the Current Biennium were forecasted to be $36.116
billion, $955 million (2.7 percent) higher than estimates for the Previous Biennium. Projected current law spending
was expected to be $36.744 billion, $1.302 billion (3.7 percent) higher than the Previous Biennium.
Revenues: Tax revenues were estimated to be $1.711 billion (5.3 percent) higher than the Previous
Biennium. The forecast for individual income tax receipts was $1.112 billion higher, the sales tax $581 million, and
the statewide property tax $69 million.
Biennial growth in tax revenues was offset by reductions in non-tax revenues and other resources. A large
number of one-time revenues in the Previous Biennium do not continue in the Current Biennium. These include a
transfer of $52 million from the workers compensation assigned risk plan, $29 million for a 1 percent cap on Health
Maintenance Organization (HMO) profits, $12 million from a HMO donation and a one-time prior year adjustment
of $139 million. Also, one-time transfers primarily from the health care access fund that were used to balance the
budget in the Previous Biennium do not carry into the Current Biennium under current law.
Expenditures: General Fund spending in the Current Biennium was estimated to be $1.302 billion higher
than the Previous Biennium. Forecast spending in health and human services is estimated to be $708 million (6.6
percent) more than in the Previous Biennium while K-12 spending was estimated to be $797 million higher (5.5
percent). The use of $643 million tobacco bond proceeds to make a one-time reduction in general fund debt service
artificially reduced spending in the Previous Biennium. This one-time reduction in debt service payments in the
Previous Biennium accounts for the significant increase shown for debt service in subsequent biennia.
Reserves: The reserve amounts for the Current Biennium are unchanged from levels in the Previous
Biennium. Total General Fund reserves were $1.006 billion: $350 million in the Cash Flow Account and $656
million in the Budget Reserve.
The projected reserve balance in the Stadium Reserve Account was zero. Similar to the Previous Biennium,
the forecast reduction in lawful gambling revenues for the Next Biennium reflects a slower than expected
implementation of electronic gaming options and reduced estimates for daily revenue per gaming device. This has
reduced amounts previously projected for the reserve.
2013 Legislative Session Current Biennium
During the 2013 legislative session, the Legislature enacted a number of revenue and expenditure measures
in the General Fund for the Current Biennium. The 2013 legislative session ended on the constitutional deadline of
May 20, 2013 with a balanced budget for the Current Biennium. The enacted budget resolved the $627 million
projected budget deficit, increased net General Fund revenues by $2.306 billion and appropriated $1.606 billion for
state and local programs. After accounting for all the revenue, expenditure and reserve changes enacted in the
Current Biennium, the General Fund balance at the end of the biennium is estimated to be $46 million.
Revenues in Enacted Budget
The approved budget reflects significant changes in General Fund revenues from the February 2013
forecast for the Current Biennium. Net General Fund revenue estimates now total $38.422 billion, $2.306 billion
(6.4 percent) higher than Februarys estimates.
Tax Revenues: The Legislature enacted significant tax changes in the 2013 session. In total, net tax
revenues are projected to be $2.609 billion; however, after adjusting for the elimination of the health impact fee, net
tax revenues are projected to be $2.233 billion (6.6 percent) higher than previously forecast. Cigarette fee revenue
(also known as the health impact fee) that had previously been deposited in the Health Impact Fund and transferred
to the General Fund will be deposited into the General Fund as tax revenue.
B-12
Enacted changes in the individual income tax are projected to generate $1.143 billion in General Fund
revenues for the Current Biennium. The most significant income tax change is the addition of a new personal
income tax bracket of 9.85 percent for the top two percent of taxpayers that is projected to generate $1.119 billion in
additional tax revenue. The Legislature enacted several changes to the corporate income tax that result in a
projected increase of $421 million in the Current Biennium. Legislation included repealing the current law
subtraction for foreign royalties and new provisions for foreign operating corporations ($249 million) as well as
making the research and development tax credit non-refundable ($91 million). Overall, sales tax receipts are
projected to be $74 million higher than previous estimates. Changes to sales tax provisions include the application
to electronic and commercial equipment repair ($152 million), warehousing and storage services ($95 million), and
telecommunications equipment ($67 million). Legislation also included a sales tax exemption for cities and counties
that reduces sales tax estimates by $172 million in the Current Biennium. An increase of $1.60 per pack and
expansion to other tobacco products, as well as the conversion of the health impact fee to a tax generates $812
million in cigarette and tobacco products tax revenue. Other tax increases include gift and estate taxes ($78 million)
and MA surcharges ($83 million).
Non-Tax and Other Revenues: Legislation enacted in the 2013 session impacted fees, fine, surcharges and
other non-dedicated General Fund revenue. In total, non-tax revenue is projected to be $1.449 billion, $35 million
(2.5 percent) higher than Februarys forecast. Other revenue is projected to be $346 million, $338 million (49.4
percent) lower than previously estimated. Enacted changes reduce transfers-in to the General Fund by $338 million.
Small one-time transfers to the General Fund are offset by a $376 million reduction to transfers-in as a result of the
conversion of the health impact fee to a tax.
Expenditures in Enacted Budget
General Fund expenditures for the Current Biennium are now projected to total $38.350 billion, $1.606
billion (4.4 percent) higher than forecast estimates. Appropriations in state and local programs were made across all
areas of the state budget. Significant appropriations were provided to K-12 education, health and human services,
higher education, jobs and economic development and property tax aids and credits.
K-12 education expenditures are estimated to be $15.784 billion, $607 million (4.0 percent) higher than
previously forecast. K-12 education spending represents 41 percent of total General Fund spending. The
Legislature enacted major appropriations in education finance including a 1.5 percent increase in the general
education per pupil formula ($234 million), optional statewide all-day kindergarten ($134 million) and early
learning scholarships to provide access to high-quality early learning opportunities ($40 million).
Significant appropriations were made in property tax aids and credits programs. Spending in this area of
the state budget is projected to be $3.016 billion, $305 million (11.3 percent) higher than forecast estimates.
Spending in this area of the state budgets represents 8 percent of total General Fund spending. Starting in FY 2015
the Legislature appropriated $120 million per year in the property tax refund program, $81 million per year in local
government aid, $40 million per year in country program aid and $10 million per year in township aid. Starting in
FY 2015 the state will also provide an additional $15 million per year for direct aid to police and firefighter pension
funds. The result of the legislative changes in the 2013 legislative session is an estimated $301 million in lower
property tax burden for calendar year 2014.
After legislative changes, health and human services spending is estimated to be $11.440 billion, $78
million (0.7 percent) higher than February forecast estimates. Health and human services spending accounts for 30
percent of total General Fund spending. Significant appropriations were made to increase eligibility for health care
programs by expanding Medical Assistance (MA) coverage ($270 million), reforming MinnesotaCare to align with
new federal guidelines ($85 million) and adding an MA autism benefit ($13 million). These appropriations were
financed by utilizing $403 million in Health Care Access Fund resources. Additional appropriations of $56 million
were made in payments to providers of elderly and disabled individuals.
Higher education spending is now projected to be $2.813 billion, $249 million (9.7 percent) higher than
previously forecast. $69 million was provided to the Office of Higher Education, $77 million to the University of
Minnesota and $102 million to Minnesota State Colleges and Universities (MnSCU).
B-13
Jobs and economic development spending is now estimated to total $371 million, $132 million (55.5
percent) higher than Februarys forecast. $54 million was provided to programs to promote economic development
and job growth. An additional $26 million was invested in additional business, community and workforce
development.
The Legislature also enacted a provision to accelerate the repayment of the school aid payment shift and the
property tax recognition shift with FY 2013 year-end balances. In total, $873 million is needed to repay the
remaining shifts, $287 million in the aid payment shift and $587 million in the property tax recognition shift.
$1.919 billion has been repaid over three successive forecasts.
Reserves in Enacted Budget
General Fund reserves (Cash Flow Account and Budget Reserve) levels were unchanged in the enacted
budget. Total General Fund reserves are $1.006 billion: $350 million in the Cash Flow Account and $656 million in
the Budget Reserve. The projected reserve balance in the Stadium Reserve Account is now estimated to be $27.807
million. As part of the cigarette and tobacco products tax increase, the Legislature provided a one-time deposit of
the cigarette floor stocks tax (up to $26.5 million) into the Stadium Reserve Account.
2013 Special Legislative Session Current Biennium
During June 2013, torrential rain fall resulted in 18 Minnesota counties having major infrastructure damage
to roads and bridges including highways on the state, county, and municipal systems. The State estimated damage
to public infrastructure at $17.8 million, with roads and bridges making up half of the total. A federal disaster
declaration issued by President Obama for the 18 counties allows federal assistance for eligible projects, with the
state and local governments contributing one-fourth of the total cost. A special legislative session was held on
September 9, 2013 to appropriate additional funds to address the costs of repairing the damages caused by the
flooding and a severe winter storm that occurred in April, 2013. Laws of 2013, First Special Session, Chapter 1
appropriated $4.5 million to the Department of Public Safety for state and local match and $219,000 was provided to
the Department of Employment and Economic Development for disaster related costs. The $4.719 million in new
appropriations did not impact the bottom line because the legislation reduced unspent appropriations from previous
disasters by $4.719 million.
Preliminary Fiscal Year 2013 Close Current Biennium
A provision in 2013 session law requires that the entire FY 2013 ending balance be automatically used in
FY 2014 to repay a portion of the estimated $874 million remaining obligation from the K-12 payment and property
recognition shifts enacted in the 2009-11 legislative sessions. It was reported that the Fiscal Year 2013 ended with a
preliminary general fund balance of $636 million. This ending balance carries forward into FY 2014 however, it
will not materially change the outlook for the Current Biennium. An estimated $287 million of the $636 million
will complete repayment of the school aid payment shift returning to a 90/10 payment schedule from the current
86.4/13.6 percentages. The remaining $349 million will reduce the school district property tax recognition shift. An
approximate $238 million obligation to schools will remain based on end-of-session estimates.
The Department of Education will certify new payment and recognition percentages by October 15, 2013
based on updated data from September school district levy certifications. Increased payments to schools will begin
with the October 15
th
payment. Current statutes that allocate any forecast balance for shift repayment remain
unchanged for the November and February forecasts. These actions are not reflected in the tables presented on B-14
and B-15. See APPENDIX B BIENNIUM BUDGETS PRELIMINARY FY 2013 ESTIMATE PREVIOUS
BIENNIUM, for more information on the school shift repayment in the Previous Biennium.
October Economic Update
Minnesota Management and Budget released the October Economic Update on October 10, 2013. Net non-
dedicated general fund revenues totaled $4.086 billion during the first quarter of fiscal 2014, $2 million less than
projected in February. Both the sales tax and the income tax showed positive variances for the quarter, with sales tax
receipts $46 million (4.2 percent) ahead of forecast and the income tax exceeding projections by $27 million (1.3
B-14
percent). Other revenues were $64 million (12.3 percent) percent lower than anticipated in February, and corporate
tax receipts were $11 million (3.1 percent) short of prior estimates. All FY 2014 results are preliminary and subject
to change. A complete accounting of actual FY 2013 revenues and FY 2014 estimates is part of the November 2013
Economic Forecast which was released on December 5, 2013. MMB will release the January Economic Update on
January 10, 2014. See FINANCIAL INFORMATION in the forepart of this Official Statement.
The October Economic Update includes a discussion of possible economic impacts of the federal shutdown
on the State:
The harmful effect of a federal government shutdown will not be the same for all states. The largest
impact will occur where exposure to federal civilian employment and federal spending are the greatest,
such as around the Washington, D.C. area. In Minnesota, where federal employment and spending are
not major components of the economy, the impact will be less apparent.
As in the rest of the country, full back pay for furloughed federal workers will lessen the impact of the
shutdown in Minnesota. On the other hand, a prolonged shutdown will bring greater unpredictability
and economic impact, as more federal payments to Minnesota residents are delayed or possibly
foregone. More importantly, if failure by Congress to lift the debt ceiling sets off a global financial
crisis, the potential impact on Minnesotas economy and tax revenues will grow.
November 2013 Forecast Current Biennium
When the Current Biennium budget was enacted last May, a $46 million unspent balance remained. Two
subsequent events did not materially alter that balance. A September special session reallocated $4.5 million for
disaster relief and did not impact the bottom line. FY 2013 closing at the end of September produced a $636 million
balance. However, that balance was directed by law to repay a portion of the outstanding school shifts, increasing
FY 2014 spending by a like amount. These interim changes, incorporated in mid-October, yielded a $47 million
balance for the current budget, only $1 million higher than projected at the end of the 2013 legislative session.
Forecast revenues are expected to be $39.209 billion, $787 million higher than previous estimates. The
November 2013 forecast initially estimated spending to be $38.807 billion, down $247 million from Octobers
estimates. Spending and revenue changes, along with a small net decline in reserves, resulted in an initial forecast
balance of $1.086 billion. Current law (M.S. 16A.152) allocates a portion of the forecast balance to completing buy
back of the K-12 property tax recognition shift and repaying $15 million that was borrowed from the state airports
fund in 2008. After adjusting for the buybacks, spending is now forecast to be $39.067 billion, $13 million more
than previous estimates. The forecast completes repayment of accounting shifts from prior budget solutions,
reducing the forecast balance to $825 million.
Revenues: Higher revenues contribute $787 million to forecast balance. Stronger employment and income
growth in 2013 have contributed to forecast revenue. Tax revenues for the Current Biennium are projected to be
$37.451 billion, $824 million (2.2 percent) more than the February estimate adjusted for tax law changes. Transfers
and all other revenues are expected to be $1.758 billion, $37 million (2.1 percent) below the prior forecast.
This is the first forecast of the Current Biennium revenues since the biennium began on July 1. After four
months of collections, fiscal year-to-date receipts are $5.686 billion, or about 15 percent of the total expected over
the entire biennium. With 19 months left in the two-year budget, 85 percent of the forecast receipts are yet to be
collected.
B-15
Current Biennium Forecast Revenues
($ in millions)
October
Estimate
November
Forecast
$
Change
Individual Income Tax $ 18,876 $ 19,372 $ 496
Sales Tax 10,130 10,194 64
Corporate 2,422 2,675 254
Statewide Property Tax 1,685 1,670 (16)
Other Taxes 3,514 3,541 27
Total Tax Revenues 36,627 37,451 824
All Other Revenues Transfers 1,785 1,758 (37)
Total Revenues $ 38,422 $ 39,209 $ 787
Higher income and corporate tax estimates are the source of 95 percent of the increase in tax revenue. The
individual income tax showed the largest dollar amount increase over prior estimates, up $496 million (2.6 percent),
followed by the corporate income tax with an increase of $254 million (10.5 percent). Expected sales tax revenue
rose by $64 million (0.6 percent).
The change in the income tax forecast since February is primarily due to an increase in MMBs estimate of
tax liability for 2012, the base year for this forecast, and increased growth projections for some underlying economic
variables, including wages and salaries and business income. The increase in projected corporate tax revenues
reflects increased expectations for corporate profits growth.
Much of the tax on non-wage income is paid through estimated tax or through discretionary withholding.
These payments are more difficult to predict than prescribed withholding on wages and salaries. Because taxpayers
affected by Minnesotas new fourth income tax bracket report a higher share of income from non-wage sources, a
larger share of total income tax receipts now are being collected through payment streams that are harder to forecast.
Expenditures: Forecast spending declined $247 million, but was offset by shift buybacks. General fund
spending for the Current Biennium was forecast to be $38.807 billion, down $247 million (0.6 percent) from
previous estimates. After the required shift repayments are reflected, net general fund spending remains largely
unchanged, increasing by $13 million.
Forecast health and human services spending is $117 million (1.0 percent) below previous estimates, and
accounts for nearly one-half of the total change in forecast spending. Health care program enrollment and cost
assumptions remained largely unchanged, but for a notable reduction in cost growth in the Community Alternatives
for Disabled Individuals waiver. The remaining savings reflects reduced payments to the federal government and the
recognition of inter-governmental reimbursements based upon recent federal approval. Previous assumptions
regarding the impact of federal and state health care reform remain constant in the general fund forecast.
(The remainder of this page has been intentionally left blank.)
B-16
Current Biennium Forecast Expenditures
($ in millions)
October
Estimate
November
Forecast
$
Change
K-12 Education $16,419 $16,409 $(10)
Property Tax Aids & Credits 3,017 2,946 (70)
Health & Human Services 11,445 11,327 (117)
Debt Service 1,280 1,252 (28)
All Other 6,893 6,872 (21)
Forecast Spending $39,054 $38,806 $(247)
School Shift Buyback 246 246
Repay Airports Fund 15 15
Total Spending (after buybacks) $39,067 $13
Savings in other spending areas were modest. Forecast K-12 education aids declined $10 million prior to
the shift buyback. A small increase in pupil units was more than offset by minor changes in other general education
and categorical aid factors. Reduced property tax refund estimates, due to lower participation and lower average
refunds, contributed to a $70 million decline in property tax aids. Forecast debt service was reduced $28 million, due
to multiple factors affecting the calculation of debt service costs.
Reserves: In October, general fund reserves were $1.006 billion -- $350 million in the Cash Flow Account
and $656 million in the Budget Reserve. The Budget Reserve has increased slightly in this forecast. Under current
law (M.S. 79.251 Subd. 1) any excess surplus in the workers compensation assigned risk plan is deposited to the
general fund and directed to the Budget Reserve. The total excess surplus was $14 million; however, $10 million
was incorporated into the Current Biennium budget solution adding just under $5 million to the Budget Reserve.
In October, the Stadium Reserve had a balance of $27 million. Based on expected stadium expenditures,
the reserve is projected to be $18 million at the end of FY 2015, down $9 million from previous estimates. Overall
the result of November 2013forecast is a net decline in total general fund reserves of $5 million for the current
biennium.
(The remainder of this page has been intentionally left blank.)
B-17
Current Biennium Estimates Revenues and Expenditures
The following table displays a summary of the estimated amounts of revenues and expenditures allocable to
the General Fund for the Current Biennium based on the November 2013 Forecast. Authorized expenditures are
presented by function, consistent with generally accepted accounting principles for reporting purposes. Actions
taken for preliminary FY 2013 close are not represented in the following tables. See APPENDIX B BIENNIUM
BUDGETS PRELIMINARY FY 2013 ESTIMATE CURRENT BIENNIUM
GENERAL FUND
ESTIMATES OF REVENUES AND EXPENDITURES
NOVEMBER 2013 FORECAST
(In thousands of dollars)
(1)
On a budgetary basis, Fiscal Year 2013 ended with an Unrestricted General Fund balance of $1.712 billion and an Unreserved
Accounting General Fund balance of $636 million.
Fiscal Year Fiscal Year Current
2014 2015 Biennium
Forecast Resources
Prior Year Ending Balance (1) 1,711,915 1,465,911 1,711,915
Net Non-dedicated Revenues 19,086,748 19,791,881 38,878,629
Dedicated Revenues 189 1 190
Transfers From Other Funds 189,426 90,899 280,325
Prior Year Adjustments 25,000 25,000 50,000
Subtotal Current Resources 19,301,363 19,907,781 39,209,144
Total Revenues Plus Prior Year
Ending Balance 21,013,278 21,373,692 40,921,059
Authorized Expenditures & Transfers
K-12 Education 8,484,577 8,169,591 16,654,168
Higher Education 1,392,346 1,421,415 2,813,761
Property Tax Aids & Credits 1,339,337 1,606,892 2,946,229
Health & Human Services 5,633,486 5,693,972 11,327,458
Public Safety & Judiciary 974,280 974,870 1,949,150
Transportation 150,195 103,890 254,085
Environment & Agriculture 153,928 162,758 316,686
Jobs, Economic Development, Housing & Commerce 214,083 171,549 385,632
State Government & Veterans 500,096 463,446 963,542
Debt Service 619,935 632,143 1,252,078
Capital Projects 90,025 134,173 224,198
Cancellation Adjustment (5,110) (15,000) (20,110)
Subtotal Expenditures & Transfers 19,547,178 19,519,699 39,066,877
Dedicated Revenue Expenditures 189 1 190
Total Expenditures and Transfers 19,547,367 19,519,700 39,067,067
Balance Before Reserves 1,465,911 1,853,992 1,853,992
Cash Flow Account 350,000 350,000 350,000
Budget Reserve 660,992 660,992 660,992
Stadium Reserve 35,991 17,827 17,827
Budgetary Balance 418,928 825,173 825,173
B-18
The following table sets forth by source the forecast amounts of non-dedicated revenues allocable to the
General Fund for the Current Biennium.
CURRENT BIENNIUM
GENERAL FUND- ESTIMATES OF NONDEDICATED REVENUES
NOVEMBER 2013 FORECAST
(In thousands of dollars)
HISTORICAL AND PROJECTED REVENUE AND EXPENDITURE GROWTH
The following tables display historical and projected General Fund revenue and expenditure growth by year
for the General Fund for the Previous Biennium and the Current Biennium. Information is provided by major
revenue and expenditure categories based on the enacted budget from the 2013 Legislative Session. Actions taken
for preliminary FY 2013 close are not represented in the following tables.
(The remainder of this page has been intentionally left blank.)
Fiscal Year Fiscal Year Current
2014 2015 Biennium
Net Nondedicated Revenues:
Income Tax - Individual 9,445,500 9,926,300 19,371,800
Income Tax - Corporate 1,354,712 1,320,679 2,675,391
Sales Tax 5,017,182 5,176,682 10,193,864
Statewide Property Tax 832,057 837,490 1,669,547
Estate Tax 185,400 227,000 412,400
Liquor, Wine & Beer 84,060 85,740 169,800
Cigarette & Tobacco 570,491 589,579 1,160,070
Mining 13,505 14,100 27,605
Mortgage Registry Tax 109,558 104,693 214,251
Deed Transfer Tax 91,021 102,229 193,250
Gross Earnings Taxes 337,716 356,025 693,741
Lawful Gambling Taxes 41,000 42,150 83,150
Medical Assistance Surcharges 289,665 307,303 596,968
Tobacco Settlements 163,042 162,197 325,239
Investment Income 4,000 4,000 8,000
DHS SOS Collections 54,400 55,400 109,800
Lottery Revenue 61,258 60,613 121,871
Departmental Earnings 185,524 183,160 368,684
Fines & Surcharges 87,063 86,729 173,792
All Other Nondedicated Revenue 165,527 155,745 321,272
Tax and Non-Tax Refunds (5,933) (5,933) (11,866)
Total Net Nondedicated Revenues 19,086,748 19,791,881 38,878,629
B-19
HISTORICAL AND PROJECTED REVENUE GROWTH
NOVEMBER 2013 FORECAST ($ in Millions)
Actual Actual Actual Closing Estimated Estimated Average
FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 Annual
Individual Income Tax $6,531 $7,529 $7,972 $9,013 $9,445 $9,926
$ change 998 443 1,041 432 481
% change 15.3% 5.9% 13.1% 4.8% 5.1% 8.7%
Sales Tax 4,177 4,403 4,678 4,774 5,017 5,177
$ change 226 275 96 243 160
% change 5.4% 6.2% 2.1% 5.1% 3.2% 4.4%
Corporate Tax 664 925 1,044 1,281 1,355 1,321
$ change 261 119 237 74 (34)
% change 39.3% 12.9% 22.7% 5.8% -2.5% 14.7%
Statewide Property Tax 767 767 799 811 832 837
$ change 0 32 12 21 5
% change 0.0% 4.2% 1.5% 2.6% 0.6% 1.8%
Other Tax Revenue 1,227 1,231 1,158 1,268 1,718 1,824
$ change 4 (73) 110 450 106
% change 0.3% -5.9% 9.5% 35.5% 6.2% 8.3%
Total Tax Revenue $13,366 $14,855 $15,651 $17,147 $18,367 $19,085
$ change 1,489 796 1,496 1,220 718
% change 11.1% 5.4% 9.6% 7.1% 3.9% 7.4%
Non-Tax Revenues 805 808 774 798 720 707
$ change 3 (34) 24 (78) (13)
% change 0.4% -4.2% 3.1% -9.8% -1.8% -2.6%
Transfers, All Other 448 521 661 711 214 116
$ change 73 140 50 (497) (98)
% change 16.3% 26.9% 7.6% -69.9% -45.8% -23.7%
Total Revenue $14,619 $16,184 $17,086 $18,656 $19,301 $19,908
$ change 1,565 902 1,570 645 607
% change 10.7% 5.6% 9.2% 3.5% 3.1% 6.4%
B-20
HISTORICAL AND PROJECTED SPENDING GROWTH
NOVEMBER 2013 FORECAST
($ in Millions)
(The remainder of this page has been intentionally left blank.)
Actual Actual Actual Closing Estimated Estimated Average
FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 Annual
K-12 Education $5,338 $6,078 $6,616 $8,870 $8,485 $8,170
$ change 740 538 2,254 (385) (315)
% change 13.9% 8.9% 34.1% -4.3% -3.7% 8.9%
Higher Education 1,456 1,357 1,275 1,295 1,392 1,421
$ change (99) (82) 20 97 29
% change -6.8% -6.0% 1.6% 7.5% 2.1% -0.5%
Prop. Tax Aids & Credits 1,614 1,401 1,457 1,320 1,339 1,607
$ change (213) 56 (137) 19 268
% change -13.2% 4.0% -9.4% 1.4% 20.0% -0.1%
Health & Human Services 4,104 4,323 5,385 5,208 5,633 5,694
$ change 219 1,062 (177) 425 61
% change 5.3% 24.6% -3.3% 8.2% 1.1% 6.8%
Public Safety 856 946 883 958 974 975
$ change 90 (63) 75 16 1
% change 10.5% -6.7% 8.5% 1.7% 0.1% 2.6%
Debt Service 429 401 192 223 620 632
$ change (28) (209) 31 397 12
% change -6.5% -52.1% 16.1% 178.0% 1.9% 8.1%
All Other 830 829 772 865 1,104 1,021
$ change (1) (57) 93 239 (83)
% change -0.1% -6.9% 12.0% 27.6% -7.5% 4.2%
Total Spending $14,627 $15,335 $16,580 $18,739 $19,547 $19,520
$ change 708 1,245 2,159 808 (27)
% change 4.8% 8.1% 13.0% 4.3% -0.1% 5.9%
B-21
BUDGET PLANNING ESTIMATES
Next Biennium
Planning estimates for the Next Biennium are based on the November 2013 forecast. The planning
projections contain revised revenue and expenditure estimates for the Next Biennium based on the most recent
information about the national and State economic outlook, caseloads, enrollments, and cost projections, as amended
to reflect legislative enactment of the budget for the Current Biennium. The projection methods are different for the
Next Biennium and the longer-term estimates carry a higher degree of uncertainty and a larger range of potential
error.
General Fund revenues are estimated to be $42.981 billion, $3.771 billion (9.6 percent) higher than
estimates for the Current Biennium. Over 90 percent of the growth in revenues is attributed to the projected growth
in income and sales tax collections that are anticipated to grow by $2.719 billion (14.0 percent) and $895 million
(8.8 percent) respectively. The revenue planning estimates are not explicit forecasts; they are extrapolations from
projected trends in the economy. The projections are based on Global Insights (GI) baseline forecast, which
assumes that U.S. real GDP will grow 3.3 percent in 2016 and 3.1 percent in 2017. Even small deviations from the
assumed trend over four years will compound and produce sizeable changes in revenues.
Projected spending is estimated to be $40.783 billion, $1.716 billion (4.4 percent) higher than estimates for
the Current Biennium. Two areas of the budget, health and human services and property tax aids and credits account
for over 90 percent of the growth. Health and human services spending is estimated to be $1.240 billion (10.9
percent) above Current Biennium levels, while property tax aids and credits is expected to be $343 million (11.7
percent) higher. Spending projections only include increases incorporated in current law to education aids, health
care and local aid/property tax relief programs based on enrollment, caseload and current law formula provisions.
Projected General Fund revenues are now forecast to exceed estimated General Fund expenditures by
$2.197 billion, up $1.476 billion from previous estimates. The impact of inflation is not reflected in expenditure
projections. Based on the November forecast the consumer price index (CPI) is projected to increase by 1.9 percent
in FY 2016 and 1.9 percent in FY 2017. Annual expenditure inflation pressures, if recognized, would add
approximately $384 million to FY 2016 spending estimates and more than $790 million to FY 2017 spending
estimates.
Revenue and spending estimates for the Next Biennium will be updated for the February 2014 forecast.
GENERAL FUND REVENUE SOURCES
Tax Sources
The States principal sources of non-dedicated revenues are taxes of various types. A description of the
major taxes is set forth below.
Income Tax: The income tax rate schedules for 2014 consist of four income brackets having tax rates of
5.35 percent, 7.05 percent, 7.85 percent and 9.85 percent as shown below. The tax brackets are indexed annually for
inflation, as measured by the National CPI. The base of the tax is federal taxable income, with selected additions
and subtractions. There is an income exclusion for low-income elderly and disabled taxpayers. The exclusion
phases out as adjusted gross income and nontaxable sources of income rise. Two earner couples are entitled to a
non-refundable credit against tax liability to offset the additional tax liability that results from the married joint
filing status as opposed to the single filing status. The maximum credit per return to offset this marriage penalty
is $1,393.04. In addition, the State tax code contains a refundable child care credit, a working family credit, and an
education credit all targeted at low income parents. An alternative minimum tax is imposed on Minnesota alternative
minimum taxable income or AMTI (which is similar to federal alternative minimum taxable income) at a flat rate of
6.75% on AMTI in excess of an exemption amount, to the extent the minimum tax exceeds the regular tax.
B-22
SINGLE FILER
Taxable Income Tax
on the first $24,680
5.35 percent
on all over $24,680
but not over $81,080
7.05 percent
on all over $81,080
but not over $152,540 7.85 percent
on all over $152,540
9.85 percent
MARRIED FILING JOINTLY
Taxable Income Tax
on the first $36,080
5.35 percent
on all over $36,080
but not over $143,350
7.05 percent
on all over $143,350
but not over
$252,240250,000 7.85 percent
on all over $252,240
9.85 percent
Married individuals filing separate returns, estates and trusts must compute their income tax by applying
married rates, except that the income brackets will be one-half of the above amounts.
HEAD OF HOUSEHOLD
Taxable Income Tax
on the first $30,390
5.35 percent
on all over $30,390
but not over $122,110
7.05 percent
on all over $122,110
but not over $203,390 7.85 percent
on all over $203,390
9.85 percent
Sales and Use Tax: The sales tax rate of 6.875% is applicable to most retail sales of goods with the
exception of food, clothing, and drugs. Purchases made by non-profit organizations and the federal government and
school districts are exempt. In November 2008, Minnesota voters voted to amend the constitution to raise the sales
tax rate beginning on July 1, 2009 by 3/8 of 1 percentage point. The proceeds from the incremental increase are
dedicated to funds other than the General Fund for the purpose of protecting the environment and preserving
Minnesotas arts and cultural heritage. The new general statewide rate is 6.875%. The 3/8 of 1 percentage point
increment will be in place through 2034. In the 2013 legislative session provisions were passed that will expand the
sales tax base to include certain digital products and business equipment repair. Business related warehousing and
storage is subject to tax effective April 2014. In addition it changed a provision in the law which gives a refund for
sales tax paid on certain capital equipment purchases to an upfront exemption of sales tax. This provision is
effective in August 2014. County and city purchases, effective January 1, 2014, are exempt from sales tax.
Statewide Property Tax: A State general property tax is levied on commercial and industrial property,
public utility property, unmined iron ore property, and seasonal recreational property, including cabins. Electric
generation attached machinery and property located at the Minneapolis-St. Paul International Airport and the St.
Paul Airport are exempt from this tax. The tax is levied at a uniform rate across the State. The levy amount is
adjusted annually for the increase, if any, in the implicit price deflator for government consumption expenditures
and gross investment for state and local governments prepared by the U.S. Bureau of Economic Analysis.
B-23
Corporate Franchise Tax: A flat tax rate of 9.8% is imposed on corporate taxable income. Corporations
that do business both in and outside of Minnesota must apportion their taxable income on the basis of a three factor
formula that in Tax Year 2013 gives a 96% weight to sales, a 2% weight to payroll and a 2% weight to property.
Laws enacted in 2005 called for the weights to be incrementally adjusted each year, so that by 2014 the weight for
sales will be 100%. The phase in began in 2007. An alternative minimum tax is imposed on Minnesota alternative
minimum taxable income (which is similar to federal alternative minimum taxable income) at a flat rate of 5.8%, to
the extent the minimum tax exceeds the regular tax. In the 2013 legislative session numerous changes were made to
the corporate income tax. Among the significant provisions were: 1) the repeal of special rules for foreign
operating corporations, 2) the repeal of the exclusion for foreign royalties, 3) An increase in the minimum fee, 4) a
broadened definition of sales to include the sales of no-nexus subsidiaries of corporations subject to Minnesota tax,
5) a change in the Research & Development credit from refundable to non-refundable, and 6) a provision that causes
the income of foreign entities who elect not to be treated as corporations, whose income is included in federal
taxable income to be subject to Minnesota tax.
Beginning in Tax Year 2002, Minnesota required 80% of federal bonus depreciation be added to taxable
income and then deducted in five equal parts over the next five years. The effect of this provision is to negate the
revenue loss that would otherwise result from federal bonus depreciation.
A fee is imposed as a part of the franchise tax liability. The fee is in addition to the regular and alternative
minimum tax. The amount of the fee is based on the sum of Minnesota property, payroll and sales. The 2013
legislature adjusted the fee schedule and indexed the dollar amounts for inflation, based on the consumer price
index. The fee schedule for tax year 2013is shown below:
Fee Basis Amount of Fee
Less than $930,000 $0
$930,000 to $1,869,999 $190
$1,870,000 to $9,339,999 $560
$9,340,000 to $18,679,999 $1,870
$18,680,000 to $37,359,999 $3,740
$37,360,000 million or more $9,340
Insurance Gross Earnings Tax: A tax is imposed on the gross premium revenue of insurance companies at
the following rates:
1.5% Life insurance
2.0% Domestic and foreign company premiums.
1.0% Mutual property and casualty companies with assets of 5 million or less on 12/31/89.
1.26% Mutual property and casualty companies with assets in excess of 5 million but less than 1.6 billion on
12/31/89.
3.0% Surplus line agents.
0.5% Surcharge on homeowners insurance, commercial fire and commercial nonliability insurance premiums.
2.0% Surcharge on fire premiums for property located in cities of the first class.
1.0% Health Maintenance Organizations.
Motor Vehicle Sales Tax: Motor vehicle sales, new and used, are exempt from the sales and use tax, but
are subject to a 6.5% motor vehicle sales tax. The tax is collected at the time of title registration or transfer.
Beginning in Fiscal Year 2012, 100% of the collections are dedicated to transportation related funds.
Liquor, Wine and Fermented Malt Beverages Tax: Liquor is taxed at $5.03 per gallon. Wine is taxed at
rates that vary from $.30 per gallon to $3.52 per gallon, depending on the alcohol content. Beer is taxed at $2.40 per
31-gallon barrel for beer with alcoholic contents of 3.2% by volume or less, and $4.60 per 31-gallon barrel for
strong beer.
A tax of 2.5% is imposed on alcoholic beverages sold at retail; this is in addition to the 6.875% sales tax on
alcoholic beverages.
B-24
Cigarette and Tobacco Products Tax: Laws passed in the 2013 legislative session made significant
changes to the Cigarette and Tobacco taxes. Effective July 1 2013, the Cigarette tax is 2.83 per pack and adjusted
annually to match changes in the average price of cigarettes sold in Minnesota. In addition a pack is subject to a tax
in lieu of sales tax of 49.3 cents, which is adjusted annually to match changes in the average price of cigarettes sold
in Minnesota. Effective July 1 2013 the tax on tobacco products is 95% of the wholesale price. A one- time floor
stocks tax is imposed on cigarettes in the inventory of wholesalers and retailers on July 1, 2013 equal to the increase
in the tax enacted in 2013.
Estate Tax: The tax base is the federal gross estate less various exemptions and deductions. The tax may
not exceed the State death tax credit, under prior federal law. Laws passed in 2013 impose a gift tax to complement
the Estate Tax and tighten provisions that relate to the exclusion of small business property from the estate tax and
subject tangible Minnesota property, owned in pass-through entities by nonresidents, to Estate Tax.
Mortgage Tax: A tax of 23 cents is imposed on each $100 dollars of debt secured by real property. Ninety-
seven percent of the proceeds go to the States General Fund and three percent to the county in which the property is
located.
Deed Tax: A tax of .0033% per $500 or $1.65 for increments less than $500 of consideration is imposed on
the transfer of real estate by any deed, instrument, or writing. Ninety-seven percent of the proceeds go to the States
General Fund and three percent to the county in which the property is located.
Gambling Tax: A 6% tax is imposed on the takeout of pari-mutuel horse races at licensed tracks. The
takeout is 17% of straight pools and 23% for multiple pools.
The Stadium Legislation passed in 2012 substantially changed the States gambling tax structure. The
Stadium Legislation imposes a new tax on net gambling receipts -- gross receipts less prizes paid (see table below).
The Stadium Legislation authorizes two new types of electronic charitable gambling: electronic linked bingo and
electronic pull tabs.
The new tax structure is as follows:
Net Receipts Tax on Existing Bingo, Raffles, Paddlewheels 8.5%
New Net Receipts Tax on All Pull-tabs, All Tipboards Except Sports
Tipboards, and Electronic Linked Bingo (taxed on an organization basis)
Not over $87,500 9.0%
Over $87,500, but not over $122,500 18.0%
Over $122,500, but not over $157,500 27.0%
Over $157,500 36.0%
Sports-themed Tipboards exempt
Rental Motor Vehicle Tax: In addition to the general sales tax a 6.2 percent sales tax is imposed on the
lease or rental, on a daily or weekly basis, of a passenger automobile, van or pickup truck.
Taconite and Iron Ore Occupation Tax: The base of the occupation tax is the value of the ore less
expenses required to convert it into marketable quality. Beginning in tax year 2006, the rate of the tax was 2.45%.
For purposes of the corporate franchise tax apportionment formula, transfers of ore are deemed to be Minnesota
sales.
Health Care Provider Tax: A tax is imposed upon licensed nursing homes, hospitals, and health
maintenance organizations, including a $2,815 tax per licensed nursing home bed, a 1.56% tax on the net patient
revenue of hospitals (excluding Medicare revenue), and a 0.6% tax on the total premium revenue of health
maintenance organizations.
B-25
Other Sources
In addition to the major taxes described above, other sources of non-dedicated revenues include minor
taxes, unrestricted grants, certain fees and charges of State agencies and departments, and investment income.
The General Fund receives no unrestricted federal grants. The only federal funds deposited into the General
Fund are to reimburse the State for expenditures on behalf of federal programs.
Under the Stadium Legislation, proceeds of certain special sales, liquor, lodging and restaurant taxes
imposed by the City of Minneapolis under Minnesota Laws 1986, Chapter 396, as amended, are to be deposited in
the General Fund each year from 2021 through 2046 in an aggregate present value amount of $150,000,000, plus
certain specified amounts each year for the purpose of paying a portion of annual operating costs and contributions
to a capital reserve for the stadium project authorized by the Stadium Legislation.
Tobacco Settlement
On May 8, 1998, the State of Minnesota settled a lawsuit initiated against several tobacco companies. The
settlement agreement as amended as of June 1, 2001 (the Minnesota Agreement), between the Attorney General of
the State and the then-existing four largest United States cigarette manufacturers, Philip Morris, Reynolds Tobacco,
Lorillard and B&W (collectively, the Settling Defendants)
1
, requires the Settling Defendants to make annual
payments to the State. The payments are to be made at the beginning of the calendar year and are scheduled into
perpetuity. These amounts are adjusted based on volume of tobacco products sold and the Consumer Price Index as
indicated in the settlement documents. Payments made pursuant to the Minnesota Agreement are made to an account
designated in writing by the State, which is an account within the General Fund of the State Treasury.
Pursuant to the Minnesota Agreement, the State agreed to settle all its past, present and future smoking-
related claims against the Settling Defendants in exchange for agreements and undertakings by the Settling
Defendants concerning a number of issues. These issues include, among others, making payments to the State,
abiding by more stringent advertising restrictions, funding educational programs, ensuring public access to court
documents and files and requiring disclosure of certain payments to lobbyists, all in accordance with the terms and
conditions set forth in the Minnesota Agreement.
The Minnesota Agreement requires that the Settling Defendants make two types of payments, Initial
Payments due in the years 1998 through 2003 and Annual Payments due in 1998 and continuing in perpetuity,
which historical payments are set forth in the table that follows, as well as certain court-administered payments. The
base amount of these payments (with the exception of the up-front Initial Payments) are subject to certain
adjustments (including those for inflation and volume), which could be material.
Payments required to be made by the Settling Defendants are calculated by reference to the Settling
Defendants respective share of sales of cigarettes (which in practice have been measured by shipments) by unit for
consumption in the United States (excluding Puerto Rico). Payments to be made by the Settling Defendants are
recalculated each year, based on the market share of each individual Settling Defendant for the prior year. A
significant loss of market share by the Settling Defendants could have a material adverse effect on the payments by
the Settling Defendants under the Minnesota Agreement. The Minnesota Agreement does not contain any terms
providing for a process to dispute the calculation of Annual Payments or any adjustments to such payments. To
date, neither the Settling Defendants nor the State have disputed any of the calculations of payments under the
Minnesota Agreement.
1
On January 5, 2004, Reynolds American Inc. was incorporated as a holding company to facilitate the combination of the U.S. assets,
liabilities and operations of B&W with those of Reynolds Tobacco, which occurred on June 30, 2004. References herein to the Settling
Defendants mean, for the period prior to June 30, 2004, collectively, Philip Morris, Reynolds Tobacco, B&W and Lorillard and for the period on
and after June 30, 2004, collectively Philip Morris, Reynolds American and Lorillard.
B-26
As required, the Settling Defendants have made all of the Initial Payments and have made Annual
Payments from 1998 through 2013 and certain other amounts pursuant to the Minnesota Agreement totaling
approximately $3.6 billion to date.
(The remainder of this page has been intentionally left blank.)
Unadjusted
Minnesota Agreement
Applicable Base Payment
States
Actual Receipts*
Up-Front Initial Payment
$240,000,000 $240,000,000
1999 Initial Payment
220,800,000 220,800,000
2000 Initial Payment 242,550,000 221,784,750
2001 Initial Payment 242,550,000 220,885,523
2002 Initial Payment 242,550,000 215,007,990
2003 Initial Payment 121,550,000 107,669,822
FY1999 Annual Payment
102,000,000 102,000,000
FY2000 Annual Payment 114,750,000 104,925,995
FY2001 Annual Payment 127,500,000 145,136,835
**
FY2002 Annual Payment 165,750,000 161,022,719
FY2003 Annual Payment 165,750,000 157,711,642
FY2004 Annual Payment 204,000,000 168,566,764
FY2005 Annual Payment 204,000,000 175,488,332
FY2006 Annual Payment 204,000,000 180,789,740
FY2007 Annual Payment 204,000,000 183,911,438
FY2008 Annual Payment 204,000,000 184,410,711
FY2009 Annual Payment 204,000,000 179,854,486
FY2010 Annual Payment 204,000,000 168,297,369
FY2011 Annual Payment 204,000,000 169,375,081
FY2012 Annual Payment 204,000,000 166,861,093
FY2013 Annual Payment 204,000,000 170,060,090
_________________
Not subject to the Inflation Adjustment or the Volume Adjustment. Deposited in a cessation account administered by the
Court, as permitted in the Minnesota Agreement and required by the Consent Judgment, to provide cessation opportunities
to Minnesota smokers.
* As reported by the State and to the best of the States knowledge, amounts reflect the States actual receipts including
applicable adjustments.
** Includes $29,025,087 paid by the Settling Defendants on June 11, 2001 pursuant to the 2001 Amendment.
(The remainder of this page has been intentionally left blank.)
B-27
MINNESOTACARE
PROGRAM
The 1992 Legislature established the MinnesotaCare
program.
Program revenues are derived primarily from a 2 percent gross revenue tax on hospitals, health care providers and
wholesale drug distributors, and a 1 percent gross premium tax on nonprofit health service plans and HMOs.
Based on current tax levels, projected activity in the Health Care Access Fund for the Previous Biennium
and Current Biennium are detailed below:
PREVIOUS BIENNIUM
MINNESOTACARE
HEALTH CARE ACCESS FUND
($ in Millions)
Resources
Unreserved Balance at June 30, 2011 $ 23
Revenues 1,212
Total Resources $1,235
Expenditures 639
Unreserved Balance Before Transfers $ 595
Transfers to Other Funds 545
Unrestricted Balance at June 30, 2013 $ 50
CURRENT BIENNIUM
MINNESOTACARE
HEALTH CARE ACCESS FUND
($ in Millions)
Resources
Unreserved Balance at June 30, 2013 $ 50
Revenues 1,512
Total Resources $1,562
Expenditures 1,355
Projected Unreserved Balance Before Transfers $ 207
Transfers to Other Funds 181
Projected Unrestricted Balance at June 30, 2015 $ 26
In July 2011, the Legislature enacted a provision which reduces portions of the tax revenues to the Health
Care Access Fund depending upon the outlook for the fund that year. The Commissioner is required to evaluate the
projected ratio of revenues to expenditures as well as its cash flows in the fund for the current biennium. If revenues
exceed expenditures by 25 percent for the biennium, and if the cash balance in the fund is adequate, the 2 percent tax
on gross revenues of hospitals, health care providers and wholesale drug distributors will be reduced to the extent
that the ratio is not more than 1.25. Any changes to the rate expire each calendar year and are to be re-determined by
the Commissioner until January 1, 2020 when the tax is repealed. To date, the criteria for reducing the tax have not
been met.
Federal changes under the Affordable Care Act (ACA_) prompted Minnesota to modify its
MinnesotaCare
program, as MinnesotaCare
as the States Basic Health Plan, defined by the ACA. In anticipation of the eligibility criteria under the Basic
Health Plan that will begin January 1, 2015, beginning January 1, 2014 MinnesotaCare
S
T
A
T
E
G
E
N
E
r
A
l
F
u
N
d
A
p
p
r
O
p
r
I
A
T
I
O
N
B
O
N
d
S
,
T
A
x
-
E
x
E
M
p
T
S
E
r
I
E
S
2
0
1
4
A
A
N
d
T
A
x
A
B
l
E
S
E
r
I
E
S
2
0
1
4
B