Financial Statements Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Fiscal Years Ended June 30, 2010 and 2009 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Financial Statements Fiscal years ended June 30, 2010 and 2009 TABLE OF CONTENTS Page Independent Auditors’ Report ......................................................................................................1 Management’s Discussion and Analysis ......................................................................................3 Basic Financial Statements: Statements of Net Assets ........................................................................................................7 Statements of Activities ..........................................................................................................8 Statements of Cash Flows.......................................................................................................9 Notes to Financial Statements...............................................................................................10 2010 Financial Statements Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Management’s Discussion and Analysis June 30, 2010 and 2009 As management of the Arizona Department of Transportation, Highway Expansion and Extension Loan Program Fund (Fund), we offer readers of the Fund’s financial statements this narrative overview and analysis of the financial activities of the Fund for the fiscal years ended June 30, 2010 and 2009. We encourage readers to consider the information presented here in conjunction with the Fund’s financial statements and the accompanying notes to the basic financial statements. Financial Highlights    The assets of the Fund exceeded its liabilities by $75,619,251 at the end of fiscal year 2010 as compared to $74,702,986 at fiscal year end 2009 and $74,115,046 at fiscal year end 2008. All of this amount may be used to meet the Fund’s operational needs for loans or other financial assistance. The Fund’s total net assets increased by $916,265 and $587,940 for fiscal years 2010 and 2009, respectively. Total loan amounts of $23.4 thousand were disbursed from July 1, 2009, to June 30, 2010, and $4.0 million from July 1, 2008, to June 30, 2009. The $23.4 thousand disbursed in fiscal year 2010 was disbursed to the City of Goodyear for the I-10 widening project. Of the $4.0 million disbursed in fiscal year 2009, $3.2 million was disbursed to the City of Eloy for the Sunshine Boulevard project and $0.8 million was disbursed to the City of Goodyear for the I10 widening project. Fund Financial Statements Fund accounting The operations of the Fund are accounted for with a separate set of selfbalancing accounts that comprise its assets, liabilities, fund balance, revenues, and expenses. Government resources are allocated and accounted for based upon the purposes for which they are to be spent and the means by which spending activities are controlled. The various transactions are accounted for in one fund type as follows: Proprietary funds Enterprise funds, which are part of the Proprietary funds, are used to report the same functions presented as business-type activities in the government-wide financial statements. An enterprise fund is used by the Arizona Department of Transportation to account for the Fund’s operations. The Department’s proprietary funds provide the same type of information found in the government-wide financial statements, but in more detail. 2010 Financial Statements 3 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Management’s Discussion and Analysis (continued) June 30, 2010 and 2009 Financial Analysis In governmental financial statements, net assets may serve over time as a useful indicator of a government’s financial position. The Fund’s net assets increased by $916,265 and $587,940 by the end of fiscal years 2010 and 2009, respectively. Table 1 Highway Expansion and Extension Loan Program Fund's Net Assets as of June 30, 2010, 2009, and 2008 Current assets Non-current assets Total assets Business-type Activities 2010 2009 2008 $ 71,340,854 $ 59,092,856 $ 126,032,237 4,314,483 15,660,000 20,273,156 75,655,337 74,752,856 146,305,393 Current liabilities Non-current liabilities Total liabilities 36,086 36,086 49,870 49,870 70,019,991 2,170,356 72,190,347 Net assets Restricted Total net assets 75,619,251 $ 75,619,251 74,702,986 $ 74,702,986 74,115,046 74,115,046 $ All of the Fund’s net assets are restricted for loans and other financial assistance. Changes in current assets for fiscal year 2010 primarily related to the repayment of Fund loans and a reduction in disbursements made by the Fund. Changes in current assets for fiscal year 2009 primarily related to the repayment of $50,000,000 in principal and accrued interest for the Series 2007 Board Funding Obligations (BFOs). In fiscal year 2010, non-current assets decreased by 72.5 percent. In fiscal year 2009, noncurrent assets decreased by 22.8 percent. Because of the State’s economic condition and other factors, amounts were disbursed on only one loan in fiscal year 2010 and two new loans in fiscal year 2009. As a result, loan receivables declined as loan repayments were received from borrowers, but were not offset by new loan activity. 2010 Financial Statements 4 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Management’s Discussion and Analysis (continued) June 30, 2010 and 2009 In fiscal year 2009, current liabilities decreased due to the repayment of $50,000,000 principal amount and accrued interest of the Series 2007 BFOs and to the repayment of $20,000,000 to the State Highway Fund. At the end of fiscal years 2010 and 2009, the Fund is able to report a positive balance of net assets. The net assets of the Fund are restricted for loans and other financial assistance, and are available for future loan activity. Table 2 Highway Expansion and Extension Loan Program Fund's Changes in Net Assets for fiscal years ended June 30, 2010, 2009, and 2008 2010 Revenues: Operating revenues Interest on loans receivables Non-operating revenues Income from investments Total revenues $ Expenses: Operating expenses: Interest on Board Funding Obligations Other Non-operating expenses: Investment expense Other Total expenses Increase in net assets Net assets - July 1 Net assets - June 30 Business-type Activities 2009 2008 566,186 $ 1,127,759 $ 1,755,395 497,119 1,063,305 1,572,256 2,700,015 4,705,331 6,460,726 115,615 1,877,425 173,865 3,795,890 175,250 31,425 147,040 58,785 2,000 2,112,075 80,251 2,000 4,053,391 916,265 74,702,986 $ 75,619,251 587,940 74,115,046 $ 74,702,986 2,407,335 71,707,711 $ 74,115,046 The Fund’s interest on loans receivable revenues decreased by 49.8 percent in fiscal year 2010 and by 35.8 percent in fiscal year 2009. Lower average principal balances outstanding accounted for the decrease in interest on loans in fiscal years 2010 and 2009. 2010 Financial Statements 5 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Management’s Discussion and Analysis (continued) June 30, 2010 and 2009 In fiscal years 2010 and 2009, income from investments decreased by $1,075,137 and $3,133,075, respectively, due to the Fund maintaining lower average cash balances during the year and by lower average interest rates on invested cash due to prevailing market conditions during those fiscal years. The Fund’s interest expense on BFOs for fiscal year 2009 declined due to the fact that $50,000,000 of BFOs were outstanding for only part of the fiscal year. During the prior fiscal year, $50,000,000 of BFOs were outstanding for the entire year. All BFOs were paid off in fiscal year 2009. In addition, the interest rate on the Series 2007 BFOs was higher than the average interest rate on the Series 2003 BFOs. Other operating expenses decreased by 33.5 percent in fiscal year 2010 and by .8 percent in fiscal year 2009. Non-operating expenses decreased by 48.3 percent in fiscal year 2010 and by 26.1 percent in fiscal year 2009. All of these decreases are consistent with the budget constraints that have been implemented throughout the Department. The one exception was in fiscal year 2009 when professional and outside services increased due to outside auditors’ fees. Notes to the financial statements The notes provide additional information that is essential to a full understanding of the data provided in the fund financial statements. The notes to the financial statements can be found beginning on page 10 of this report. Requests for information This financial report is designed to provide our citizens, taxpayers, customers, investors, and creditors with an overview of the Fund’s finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the Controller, Arizona Department of Transportation, 206 S. 17th Avenue, Phoenix, Arizona, 85007, or by visiting our website at http://www.azdot.gov/Inside_ADOT/FMS/PDF/helprprt10.pdf. 2010 Financial Statements 6 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Statements of Net Assets June 30, 2010 and 2009 Assets Current assets: Restricted cash on deposit with the State Treasurer (Note 1C) Receivables: Accrued interest Loans (Note 3A) Total current assets Non-current assets: Receivables: Loans (Note 3A) Total non-current assets Total assets Liabilities Current liabilities: Accrued payroll and other accrued expenses Compensated absences Due to Arizona counties and cities Total current liabilities Total liabilities Net assets Restricted for loans and other financial assistance Total net assets 2010 2009 $ 66,819,124 $ 50,220,090 31,730 4,490,000 71,340,854 481,944 8,390,822 59,092,856 4,314,483 4,314,483 75,655,337 15,660,000 15,660,000 74,752,856 2,355 3,141 30,590 36,086 6,951 12,329 30,590 49,870 36,086 49,870 75,619,251 $ 75,619,251 74,702,986 $ 74,702,986 The notes to the financial statements are an integral part of this statement. 2010 Financial Statements 7 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Statements of Activities For the fiscal years ended June 30, 2010 and 2009 2010 Operating revenues: Interest on loans receivables Total operating revenues $ 566,186 566,186 2009 $ 1,127,759 1,127,759 Operating expenses: Salaries and related benefits Supplies Professional and outside services Interest on Board Funding Obligations Other Total operating expenses Operating income 83,211 204 32,200 115,615 450,571 141,207 197 32,000 1,877,425 461 2,051,290 <923,531> Non-operating revenues : Income from investments Investment expense Distributions to other state agencies Total non-operating revenues 497,119 <31,425> 465,694 1,572,256 <58,785> <2,000> 1,511,471 Change in net assets Total net assets - July 1 Total net assets - June 30 916,265 74,702,986 $ 75,619,251 The notes to the financial statements are an integral part of this statement. 2010 Financial Statements 8 587,940 74,115,046 $ 74,702,986 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Statements of Cash Flows For the fiscal years ended June 30, 2010 and 2009 2010 Cash flows from operating activities: Receipts from customers Receipts from other funds Receipts from Arizona counties and cities Payments to suppliers Payments to employees Payments to other funds Payments to Arizona counties and cities Other receipts Net cash provided by operating activities $ 2009 843,804 $ 1,144,879 33,900,000 15,269,699 14,067,252 <32,601> <32,000> <96,797> <142,115> <20,000,000> <23,360> <3,982,077> <461> 24,955,478 15,960,745 Cash flows from non-capital financing activities: Distributions to other state agencies Repayment of Board Funding Obligations Net cash provided by non-capital financing activities - Cash flows from investing activities: Income from investments Investment expense Net cash provided by investing activities <2,000> <54,047,781> <54,049,781> 669,715 <31,426> 638,289 Net increase in cash 1,743,070 <58,785> 1,684,285 16,599,034 Cash - July 1 Cash - June 30 Reconciliation of operating income to net cash provided by operating activities: Operating income Net changes in assets and liabilities: Receivables Accrued payroll and other accrued expenses Compensated absences Due to Arizona counties and cities Advance from other Arizona Department of Transportation funds Accrued interest payable Net cash provided by operating activities 50,220,090 $ 66,819,124 77,630,108 $ 50,220,090 $ $ 450,571 15,523,958 <4,596> <9,188> - $ 15,960,745 The notes to the financial statements are an integral part of this statement. 2010 Financial Statements 9 <27,410,018> <923,531> 43,971,705 781 <1,492> 30,590 <20,000,000> 1,877,425 $ 24,955,478 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Notes to Financial Statements June 30, 2010 and 2009 NOTE 1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Reporting Entity The Arizona Department of Transportation (Department) was authorized in 1996 to administer a State Infrastructure Bank under a cooperative agreement with the Federal Highway Administration (FHWA), pursuant to Section 350 of the National Highway System Designation Act of 1995. The Highway Expansion and Extension Loan Program (HELP) was established as Arizona’s State Infrastructure Bank under Arizona Revised Statutes, Title 28, Chapter 21. The HELP Fund (Fund) was initially capitalized with grants from the FHWA and state matching funds. The Fund is administered by a seven-member advisory committee. The members serve staggered, four-year terms and serve no more than two consecutive terms. The committee is charged with reviewing requests for loans and financial assistance, making recommendations to the Transportation Board of the State of Arizona Department of Transportation (Transportation Board) and submitting an annual report to the Governor and State Legislature. The Transportation Board may make loans or provide other financial assistance to qualified borrowers, including the Department, from monies in the Fund for eligible projects; enter into loan repayment agreements with recipients; and apply for, accept, and administer grants and other financial assistance from the United States and from other public and private sources that are made for deposit in the Fund. Qualified borrowers, which include any political subdivision, the State or its agencies, and Indian tribes, may submit loan applications to HELP for eligible projects. HELP does not increase the Transportation Board’s bonding authority. The Department is a department of the State of Arizona and is not a legally separate entity. The Department has no component units. The Director of the Department serves as the Chief Administrative Officer and is directly responsible to the Governor. The Governor appoints a seven-member Transportation Board, which has responsibility for establishing a complete system of state highway routes and distributing monies for local airport facilities’ projects through a grant program. The financial statements present only the funds comprising the Fund and are not intended to present fairly the financial position or results of operations of the Department. The accounting policies of the Department conform to generally accepted accounting principles in the United States of America (GAAP) as applicable to governmental units. 2010 Financial Statements 10 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Notes to Financial Statements (continued) June 30, 2010 and 2009 NOTE 1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) B. Measurement Focus, Basis of Accounting, and Financial Statement Presentation The economic resources measurement focus and the accrual basis of accounting are followed for reporting purposes. Under the accrual basis of accounting, revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Federal grants and reimbursements are recognized as revenues as soon as all eligibility requirements imposed by the provider have been met. The Department uses an enterprise fund to account for the Fund and for its loan distribution operation. The Fund can receive monies from the FHWA along with applicable state matching funds, State Transportation Board Funding Obligations, direct state appropriations, and other lawfully available sources. The Transportation Board may use monies in the Fund to make eligible project loans or provide other financial assistance to qualified borrowers, subsidize interest rates, provide other forms and methods of financial assistance, and pay the costs to administer the Fund. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. As allowed by the Governmental Accounting Standards Board (GASB) Statement No. 20, Accounting and Financial Reporting for Proprietary Funds and Other Governmental Entities that Use Proprietary Fund Accounting, the Department’s enterprise funds follow GASB pronouncements and those Financial Accounting Standard Board (FASB) Statements and Interpretations, Accounting Principle Board Opinions, and Accounting Research Bulletins that were issued on or before November 30, 1989, except those that conflict with a GASB pronouncement. The enterprise funds do not follow any FASB Statements and Interpretations issued after November 30, 1989. C. Assets, Liabilities, and Net Assets Deposits and Investments The cash balance is on deposit with the State Treasurer for pooled investment purposes and is not evidenced by securities that exist in physical or book entry form in the Fund’s name. All investments are carried in the name of the State of Arizona. State statutes require the State Treasurer to invest these pooled funds in collateralized time certificates of deposit, repurchase agreements, obligations of the U.S. Government, and other permitted investments. All investments are carried at fair value. These balances are not subject to GASB Statement No. 3, 2010 Financial Statements 11 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Notes to Financial Statements (continued) June 30, 2010 and 2009 NOTE 1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Deposits with Financial Institutions, Investments (including Repurchase Agreements), and Reverse Repurchase Agreements, and GASB Statement No. 40, Deposit and Investment Risk Disclosures – an amendment of GASB Statement No. 3, classification because they are included in the state’s investment pool. The investment pool is not required to register (and is not registered) with the Securities and Exchange Commission under the 1940 Investment Advisors Act. The activity and performance of the pool is reviewed monthly by the State Board of Investment in accordance with ARS §35311. The fair value of investments is measured on a monthly basis. Participant shares are purchased and sold based on the Net Asset Value (NAV) of the shares. The NAV is determined by dividing the fair value of the portfolio by the total shares outstanding. The State Treasurer does not contract with an outside insurer in order to guarantee the value of the portfolio or the price of shares redeemed. As of June 30, 2010 and 2009, the state’s investment pool was not rated. The Fund’s investments are included in the state investment pool and these investments are not shown in the Fund’s name. From the perspective of the Fund, the pool functions as both a cash management pool and a demand deposit account. Therefore, the Fund presents its equity in the internal pool as required in GASB Statement No. 31, Accounting and Financial Reporting for Certain Investments and for External Investment Pools, and carries the investments at amortized cost, which approximates fair value. Receivables and Payables Activities between Departmental funds that are representative of lending/borrowing arrangements outstanding at the end of the fiscal year are referred to as due to/due from. All other outstanding balances between the Fund and Arizona counties and cities are reported as loans receivable. Restricted Assets Resources of the Fund are classified as restricted assets on the balance sheet because their use is limited by state statutes. Compensated Absences It is the Department’s policy to permit employees to accumulate earned but unused sick leave and vacation benefits. There is no liability for unpaid accumulated sick leave. All vacation pay is accrued when incurred in the proprietary fund financial statements. A liability for these amounts is reported as current liabilities. 2010 Financial Statements 12 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Notes to Financial Statements (continued) June 30, 2010 and 2009 NOTE 1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Effective July 1, 1998, state employees are eligible to receive payment for an accumulated sick leave balance of 500 hours or more with a maximum of 1,500 hours, upon retirement directly from state service. The benefit value is calculated by taking the state hourly rate of pay at the retirement date, multiplied by the number of sick hours at the retirement date, times the eligibility percentage. The eligibility percentage varies based upon the number of accumulated sick hours from 25 percent for 500 hours to a maximum of 50 percent for 1,500 hours. The maximum benefit value is $30,000. The benefit is paid out in annual installments over three years. The Retiree Accumulated Sick Leave Fund is accounted for on the State’s financial statements as an Internal Service Fund. Employees are allowed to accumulate up to 240 hours of vacation leave (320 hours for uncovered employees) which is paid when vacation is taken or upon termination of employment at the individual’s then-current rate of pay. For the proprietary funds, all of the outstanding vacation at June 30 is recorded as a current liability. Net Assets The difference between assets and liabilities is reported as “Net Assets” on the proprietary fund statements. D. Revenues and Expenses Revenues and expenses of proprietary funds are classified as operating and non-operating and are sub-classified by object (e.g., salaries, travel, interest on Board Funding Obligations, etc). Operating revenues and expenses generally result from providing services and producing and delivering goods. All other revenues and expenses are reported as non-operating. NOTE 2–STEWARDSHIP, COMPLIANCE, AND ACCOUNTABILITY The expenses of the Fund are not governed by appropriations of the state legislature and therefore are not subject to the limitations of a legally adopted budget. 2010 Financial Statements 13 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Notes to Financial Statements (continued) June 30, 2010 and 2009 NOTE 3–DETAILED NOTES A. Loans Receivables Loans receivables represent loans made pursuant to Loan Repayment Agreements. Twelve loans have balances outstanding or are pending as of June 30, 2010, as follows: PROJECT SPONSOR LOAN DATE INTEREST RATE* 2.51% 3.11% To be determined To be determined 3.13% To be determined 1.97% 3.20% To be determined 1.49% 2.35% To be determined To be determined To be determined TOWN OF MARANA 11/19/2004 CITY OF KINGMAN 9/23/2005 CITY OF PHOENIX 11/18/2005 CITY OF TOMBSTONE 11/18/2005 CITY OF GOODYEAR 4/21/2006 MOHAVE COUNTY 4/21/2006 CITY OF TUCSON 3/16/2007 TOWN OF ORO VALLEY 7/20/2007 CITY OF BISBEE 9/21/2007 CITY OF ELOY 11/16/2007 PINAL COUNTY 12/21/2007 TOWN OF PAYSON 3/21/2008 MARICOPA COUNTY 3/21/2008 CITY OF PEORIA 5/16/2008 TOTAL * Interest Rate will be determined on the date of the first draw. AUTHORIZED FINAL DRAWS TO OUTSTANDING DUE WITHIN LOAN AMOUNT MATURITY DATE LOAN BALANCE ONE YEAR 7,000,000 Mar-10 7,000,000 2,000,000 Nov-11 2,000,000 700,000 350,000 11,900,000 Jun-10 Withdrawn 150,000 Nov-10 7,369,000 Jun-10 6,783,964 8,700,000 Jun-10 14,000,000 May-11 13,400,000 8,000,000 Aug-12 8,000,000 5,513,133 3,000,000 2,400,000 Oct-10 3,200,000 Mar-14 3,200,000 1,591,350 640,000 2,000,000 May-12 2,000,000 1,000,000 500,000 1,200,000 May-13 25,700,000 Jul-13 9,910,000 Apr-12 Withdrawn $ 103,529,000 $ 42,383,964 $ 8,804,483 $ 4,490,000 The activity for the fiscal year ended June 30, 2010, was as follows: Loans receivable Beginning Balance July 1, 2009 $ 24,050,822 Additions $ 23,360 Ending Balance Reductions June 30, 2010 $ <15,269,699> $ 8,804,483 2010 Financial Statements 14 Due Within One Year $ 4,490,000 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Notes to Financial Statements (continued) June 30, 2010 and 2009 NOTE 3–DETAILED NOTES (continued) Seventeen loans had balances outstanding or were pending as of June 30, 2009, as follows: PROJECT SPONSOR LOAN DATE INTEREST RATE* 1.43% 1.44% 2.51% 3.06% 3.11% To be determined To be determined 3.13% To be determined 1.97% 3.20% To be determined 1.49% 2.35% To be determined To be determined To be determined GILA COUNTY 4/19/2002 REGIONAL FREEWAY SYSTEM 11/21/2003 TOWN OF MARANA 11/19/2004 PIMA COUNTY 5/20/2005 CITY OF KINGMAN 9/23/2005 CITY OF PHOENIX 11/18/2005 CITY OF TOMBSTONE 11/18/2005 CITY OF GOODYEAR 4/21/2006 MOHAVE COUNTY 4/21/2006 CITY OF TUCSON 3/16/2007 TOWN OF ORO VALLEY 7/20/2007 CITY OF BISBEE 9/21/2007 CITY OF ELOY 11/16/2007 PINAL COUNTY 12/21/2007 TOWN OF PAYSON 3/21/2008 MARICOPA COUNTY 3/21/2008 CITY OF PEORIA 5/16/2008 TOTAL * Interest Rate will be determined on the date of the first draw. AUTHORIZED FINAL DRAWS TO OUTSTANDING DUE WITHIN LOAN AMOUNT MATURITY DATE LOAN BALANCE ONE YEAR 1,237,500 Mar-09 1,237,500 80,500,000 Aug-08 80,500,000 7,000,000 Mar-10 7,000,000 900,000 900,000 4,836,000 Jun-09 4,836,000 2,000,000 Nov-11 2,000,000 1,100,000 400,000 11,900,000 Jun-10 150,000 Nov-10 7,369,000 Jun-10 6,760,604 3,450,822 3,450,822 8,700,000 Jun-10 14,000,000 May-11 13,400,000 5,900,000 2,500,000 8,000,000 Aug-12 8,000,000 8,000,000 2,400,000 Oct-10 3,200,000 Mar-14 3,200,000 3,200,000 640,000 2,000,000 May-12 2,000,000 1,500,000 500,000 1,200,000 May-13 25,700,000 Jul-13 9,910,000 Apr-12 $ 190,102,500 $ 128,934,104 $ 24,050,822 $ 8,390,822 The activity for the fiscal year ended June 30, 2009, was as follows: Loans receivable Beginning Balance July 1, 2008 $ 68,005,408 Additions $ 4,012,666 Ending Balance Reductions June 30, 2009 $ <47,967,252> $ 24,050,822 Due Within One Year $ 8,390,822 B. Short-term Debt – Board Funding Obligations The Transportation Board had issued Board Funding Obligations (BFOs) to the State Treasurer in accordance with Arizona Revised Statutes §28-7678. The BFOs are nonnegotiable and are authorized by Transportation Board resolution specifying the rate(s) of interest, the date(s) of maturity, the terms of redemption, the form and manner of execution of the funding obligation, any terms necessary to secure credit enhancement or other sources of payment or security, and any other item the Transportation Board determines is necessary. The total principal amount of BFOs at any one time shall not be more than $200 million and shall mature no later than four calendar years after the delivery. Up to $60 million of the proceeds shall be deposited into the General Fund (State Highway Fund) and up to $140 million shall be deposited into the Highway Expansion and Extension Loan Program Fund. The BFOs are special obligations of the Transportation Board; are not obligations that are general, special or otherwise of the State; are not a legal debt of the State; and are payable and 2010 Financial Statements 15 Arizona Department of Transportation Highway Expansion and Extension Loan Program Fund Notes to Financial Statements (continued) June 30, 2010 and 2009 NOTE 3–DETAILED NOTES (continued) enforceable only from the monies pledged and assigned in the authorizing resolutions of the Transportation Board. The State Treasurer must provide written notice to the Transportation Board and the Department when the operating monies fall below $400 million. If operating monies fall below $200 million, the State Treasurer may call the investment in the BFOs in $25 million increments up to the amount that the operating monies are below $200 million. The State Treasurer must give the Transportation Board and the Department at least fifteen days’ notice of the call. There was no activity for fiscal year 2010; the activity for the fiscal year ended June 30, 2009, was as follows: Board Funding Obligations Beginning Balance July 1, 2008 $ 50,000,000 Additions $ - Ending Balance Reductions June 30, 2009 $ <50,000,000> $ - During fiscal year 2009, the State Treasurer called and the Department repaid $50,000,000 in principal and $4,047,781 in accrued interest for the Series 2007 BFOs which were called by the State Treasurer as required by Arizona Revised Statutes §35-313(D)(3). NOTE 4–OTHER INFORMATION Contingent Liabilities Amounts received or receivable from grant agencies are subject to audit and adjustment by grantor agencies, principally the federal government. Any disallowed claims, including amounts already collected, may constitute a liability of the applicable funds. The amount, if any, of expenses which may be disallowed by the grantor cannot be determined at this time although the Fund expects any such amounts to be immaterial. 2010 Financial Statements 16