1. Respectfully Presented by: KeyBanc Capital Markets Inc.
Considerations for Financing Fiber
Discussion Material
Respectfully Presented by: KeyBanc Capital Markets Inc.
April 27, 2019

2. KeyBanc Capital Markets (“KBCM”) Disclosure
KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities representatives, who may also be employees of KeyBank N.A.. Banking products and services are offered by KeyBank N.A..
This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.
KeyBanc Capital Markets Inc. is not acting as a municipal advisor or fiduciary and any opinions, views or information herein is not intended to be, and should not be construed as, advice within the meaning of Section 15B of the Securities Exchange Act of 1934.

3. Overview
12th largest U.S. bank-based financial services company1
Fortune 500 company
Market capitalization of $20.6 billion (NYSE: KEY)
Nine consecutive Outstanding ratings for lending under the Community Reinvestment Act2
Tier 1 Risk-Based Capital Ratio: 11.09%3
Geographic Footprint
31 states 1,500+ ATMs 18,000+ employees $139 billion total assets 3 million+ clients 1,100+ branches $106 billion total deposits $88 billion loans
Key Community Bank branches & Key Corporate Bank offices
Additional Key Corporate Bank offices
Headquarters:
Cleveland, OH
1SNL as of 3/31/18 based on asset size
2Office of the Comptroller of the Currency, US Department of Treasury CRA Performance Evaluations July 2018
3Data as of September 30, 2018; balances reflect quarterly averages

4. KBCM Public Finance Areas of Focus
KeyBanc Capital Markets Inc., is a full service investment banking firm, serving issuers of tax-exempt debt for over 40 years
Our 58-member Public Finance Investment Banking Group has assisted hundreds of clients in underwriting airport, general obligation, lease rental, transportation, special assessment area & TIF, water/sewer and other revenue bonds
Our team identifies opportunities, designs financing structures and develops an array of market-based solutions that reflect our clients' operating, financial and strategic objectives
KeyBanc Capital Markets has attracted and retained high level, experienced individuals to serve the investment banking needs of our public finance clients
Focus Sectors
Governmental
General Obligation
Transportation & Infrastructure Development
Special Assessment & TIF / TDD
Indian Nations
K-12 School Districts
Energy
Corporate-Backed
Cooperatives
Public Power
Investor Owned Utilities
Higher
Education
Public Universities
Private Institutions
Corporate/
Conduit
Exempt Facilities: Water & Sewer
Solid Waste Disposal
Heating & Cooling
Qualified Hazardous Waste
Healthcare
Not-For-Profit Hospitals
Not-For-Profit Senior Care
Not-For-Profit
Private Schools
Cultural Institutions
Social Services
Religious Organizations
Other 501(c)3s
Municipal Broadband
“Stand-Alone” FTTH municipal broadband systems
Utility-backed broadband
Public & private ownership

5. KBCM Municipal Broadband Underwriting Experience
June 2019 (expected)
Tax-Exempt Telecom Bonds (UIA) Series 2019
$3,410,000
Member FINRA/NYSE/SIPC
KBCM served as:
Sole Manager
April 2019
Tax-Exempt Telecom Bonds (UIA) Series 2019
$2,550,000
Member FINRA/NYSE/SIPC
KBCM served as:
Sole Manager
August 2018
Tax-Exempt Telecom Bonds (UIA) Series 2018
$22,285,000
Member FINRA/NYSE/SIPC
KBCM served as:
Sole Manager
July 2018
Tax-Exempt Telecommunications Revenue Bonds, Series 2018A
$21,810,000
Member FINRA/NYSE/SIPC
KBCM served as:
Sole Manager
Utah Infrastructure Agency
December 2017
Taxable & Tax-Exempt Telecom Bonds, Series 2017AB
$77,405,000
Member FINRA/NYSE/SIPC
KBCM served as:
Sole Manager
Utah Infrastructure Agency
July 2013
Telecommunications and Franchise Tax Revenue Bonds, Series 2013
$11,205,000
Member FINRA/NYSE/SIPC
The undersigned served as:
Sole Manager
Utah Infrastructure Agency
September 2010
Monmouth & Independence, Taxable & Tax Exempt, Series 2010
$17,560,000
Member FINRA/NYSE/SIPC
KBCM served as:
Sole Manager
June 2008
Utah Telecommunication Open Infrastructure Agency, Series 2008
$185,000,000
Member FINRA/NYSE/SIPC
KBCM served as:
Sole Manager

6. Key Takeaways on Financing Municipal Broadband Projects
There is no “silver-bullet” solution for financing Broadband in the capital markets
Municipal sponsors will be required to commit wherewithal to the project
There is no “one-size fits all” financing model/mechanism
The plan of finance will be unique as is the Municipality’s Broadband project
Credit drives structure (…and Structure drives credit)
Balancing each will require consideration of ultimate cost of capital relative to the features of each plan of finance
Optimal Plans of Finance may include a mixed strategy of financial products
Including finance professionals and municipal advisors early in the process will facilitate project implementation (including legal team)
Current market conditions provide historically low cost of capital for bond issuers

7. Options for Funding Capital Projects with Tax Exempt Municipal Bonds
Level of Municipal Support
Revenue Bonds
Issued to finance improvements to established systems and, unless backed by special dedicated taxes, are usually secured by revenues from the issuer’s sale of services
The security for revenue bonds focuses on economic analysis of the enterprise, assessment of the economic strength of the enterprise’s service area, legal provisions of the trust indenture and bond covenants, essentiality of project, competition and financial ratios
General Obligation (“GO”) Bonds
General Obligation Debt often requires voter approval
Debt structuring is limited to referendum language
The security of a GO Bond is the general credit and taxing power of the government entity issuing the bonds. The full faith and credit implies that all sources of revenue, unless limited, will be used to pay debt service on the bonds
Strongest Municipal Support
Strong Municipal Support
Certificates of Participation (“COPs”)
A financing mechanism used to access capital in which the pledged revenue passes through a lease financing agreement (the lease and lease payments are passed through the lessor to the trustee)
COP’s are not a debt instrument as there is no “obligation” to repay, but rather the governing body appropriates funds to pay the certificate payments on an annual basis
The security for COP’s are the lease revenues
Appropriated
Municipal Support

8. Borrowing Rates Given Security Structure
Investors will require a lower rate of return on investments with a strong legal promise of repayment from the issuer. For example, a 10 year maturity could cost an additional 14 basis points (.14%) or more depending on a general obligation pledge (GO) versus an appropriations pledge (COPs).
Term
GO "Aaa"
Revenue "Aa" (bps)
COPs "Aa" (bps) 1
1.55%
1 bps
2 bps 2
1.57%
3 bps 3
1.59%
5 bps 4
1.62%
8 bps 5
1.67%
6 bps
10 bps 6
1.71%
11 bps 7
1.75%
9 bps
12 bps 8
1.79%
13 bps 9
1.86%
14 bps 10
1.94%
As of April 23, 2019
Sources: TM3

9. Federal, State and Local Statutes will Dictate Ultimate Structure of the Debt
Authorizations
Purpose
Structure
Referendum Requirements
Debt limits
Network Ownership
Available Revenue Streams
Tax-Exempt Status
Investor / Lender Considerations
Broadband is not considered an essential service yet
Municipal sponsors will need to assume and mitigate the risk to investors/lenders during the first few years of the project. Despite understanding the critical need and widespread support for broadband
Incumbents pose considerable challenges to municipal broadband projects
What other revenue sources are available to serve as security for repayment
Bond Ratings
Broadband is a relative newcomer to municipal finance

10. Attracting Potential Investors / Lenders
Important Considerations for Communicating with the Investment Community
Municipal sponsors like the City should dedicate time and effort early in the financing process
Investor roadshows can have a strong impact on investment decisions
Project Overview
City description/Financial Profile
Role of Incumbents/Competitive environment
Need for Broadband/Project Support and existing service
Essentiality Components
Cash flow projections/Debt Service Coverage
City Management
Provide appropriate time in the financing process to allow for credit review

11. Over 35 separate investors currently hold the debt of Utah Infrastructure Agency (“UIA”), 16 of which invest over $1 million.
Top 20 investors in the UIA network along with exposure and years to investment maturity are listed below.
Managing Firm Name
Total
Maturity Years
Maturity Years
Maturity > 11 Years
NEW YORK LIFE GROUP
22,235,750
198,000
22,037,750
JPMORGAN CHASE & CO
15,665,000
1,620,000
13,080,000
965,000
TIAA-CREF
14,610,000
11,610,000
3,000,000
AQUILA MANAGEMENT CORP
10,485,000
8,015,000
1,970,000
500,000
PRINCIPAL FINANCIAL GROUP INC
9,335,000
1,000,000
8,335,000
DREYFUS CORPORATION
7,845,000
RUSSELL INVESTMENTS GROUP LTD
6,615,000
BANK OF MONTREAL
4,600,000
THOMPSON INVESTMENT MANAGEMENT
3,050,000
FEDERATED MUT GRP
2,492,500
1,990,000
502,500
VICTORY CAPITAL MANAGEMENT INC
2,150,000
LEGG MASON
1,700,000
EXECUTIVE INVESTORS MANAGEMENT
1,300,000
NATIXIS SA
1,230,750
1,032,750
ANTHEM INC
FARM BUREAU MUTUAL INSURANCE CO
1,055,000
SOUTHERN FARM BUREAU CASUALTY GP
950,000
BLACKROCK
647,000
449,000
WELLS FARGO & COMPANY
625,000
BAIRD FINANCIAL GROUP, INC.
583,750

12. KBCM generated significant investor demand for a relatively small UIA Broadband transaction for the City of Morgan, UT.
On April 9, 2019 KBCM brought $2.55MM of Utah Infrastructure Agency (Morgan City Project) Telecommunications, Electric Utility and Sales Tax Revenue Bonds to market. Despite the small size of the issue and the telecommunications security source, clear communication with investors over multiple broadband issues we have brought to market drove impressive demand and put downward pressure on borrowing costs for the project.
12 unique investors placed orders and were all allotted a portion of the bonds
Overall the issue was 4.27x oversubscribed
Initial yields were reduced on 80% of the issue, primarily in the longer dated portion of the curve
Communication with our sales force and investors on our many municipal broadband transactions has given KBCM the unique ability to market the bonds, drive investor demand, and ultimately put downward pressure on borrowing costs for the issuer.
Amortization
Maturity
Principal
10/1/2022
65,000
10/1/2023
70,000
10/1/2024
75,000
10/1/2025
80,000
10/1/2026
10/1/2027
85,000
10/1/2028
90,000
10/1/2029
95,000
10/1/2034*
530,000
10/1/2044*
1,380,000
TOTAL
2,550,000
Account
Allotment %
Farr Miller & Washington
555,000
21.8%
MultiBank
400,000
15.7%
Midland Securities LTD
255,000
10.0%
Hilliard Lyons Asset Management
200,000
7.8%
Bellvale LLC
Merrill Lynch Broker
CLK Arb
180,000
7.1%
Ameriprise Financial
150,000
5.9%
Templeton Financial Services
140,000
5.5%
BFA Securities
100,000
3.9%
Vision Financial
Roof Advisory Group
70,000
2.7%
Total
2,550,000
100.0%
source: IPREO
*Term Bonds.

13. APPENDIX
Reference Slides

14. UTOPIA is an Interlocal Entity Created in 2002 as Allowed by Utah Statute
UTOPIA Network & Member Cities
Brigham City
Centerville
Layton
Lindon
Midvale
Murray
Orem
Payson
Perry
Tremonton
West Valley City

15. Creation of UIA to Further Advance the System
2004 – Phase 1 bond covered partial builds in Murray, Payson, Orem, West Valley City, and Midvale
~2009 Funds were exhausted sooner than expected and the customer revenue did not cover the operating expenses or bond debt service
~2009 UTOPIA refinanced its debt, replaced management, and in-housed operations
UTOPIA built Tremonton City and demonstrated that sufficient take-rates and revenues could be achieved for new projects
~2010 UTOPIA built Brigham City using a city-specific bond/repayment structure (Special Assessment Area)
In 2011, a subset of the UTOPIA cities created UIA and approved an additional phases of growth
Since then UIA has bonded for 3 additional phases of growth generating revenues that exceed its debt payments, showing that new phases are financially self sufficient
In December 2017, UIA completed a comprehensive debt restructuring. UIA created a new credit which greatly enhanced financial flexibility to allow for growth opportunities

16. UTOPIA: Growth and Development of a Successful System
UTOPIA is covering all of its operational expenses
UTOPIA cities are paying for original UTOPIA bond obligations
UIA is covering all of its operational expenses and debt service
UIA net revenues continue to grow
Rapid growth of new homes each month
Poised for growth among Member Cities as well as for new partnerships

17. Taxable Treasury Yield Curve
As of April 18, 2019
Sources: Bloomberg, KBCM & TM3

18. Tax-Exempt AAA MMD Yield Curve
As of April 18, 2019
Sources: Bloomberg, KBCM & TM3

19. Tax-Exempt AAA MMD To Treasury Ratio
As of April 18, 2019
Sources: Bloomberg, KBCM & TM3

20. Tax-Exempt Yields Over Time
As of April 18, 2019
Sources: Bloomberg, KBCM & TM3

21. Tax-Exempt and Taxable Rates - 10 Year MMD and Treasury Yields
As of April 18, 2019
Sources: Bloomberg, KBCM & TM3

22. Tax-Exempt and Taxable Rates - 30 Year MMD and Treasury Yields
As of April 18, 2019
Sources: Bloomberg, KBCM & TM3

23. Credit Spread Comparison to 10-Year AAA MMD
As of April 18, 2019
Sources: Bloomberg, KBCM & TM3

24. Issuance Volume Billions As of April 18, 2019
Sources: Bloomberg, KBCM & TM3

25. Fixed Income Trading and Distribution Platform
Overview
Dedicated Sales & Trading Offices
103 institutional and fixed income sales and support professionals
Over 19 professionals dedicated to providing municipal securities coverage including:
9 dedicated to municipal sales;
6 dedicated to municipal bond trading/underwriting; and
4 dedicated to Corporate Investment Services (professional retail and mid-tier corporate coverage)
The CIS Team maintains a client base of over 2,000 corporate clients, many of which are not part of a traditional debt marketing plan, and includes 415 members of the Fortune 500
Seven offices across the country: Albany, Atlanta, Charlotte, Chicago, Cleveland, New York City, and San Francisco
Sales professionals service over 1,600 high quality, long-term investors of Tier 1, Tier 2 and Tier 3 institutional accounts
KBCM interacts daily with National “end-users”/accounts (Tier I and Tier II), as we bring new issues and actively trade in the secondary market
Broad sales capabilities and substantial capital base allow us to offer strong support in both primary and secondary markets with an average daily position in municipal bonds of over $50 million in 2017
KBCM National Distribution Presence
Tax-Exempt Securities
Taxable Securities
Total
Location
Sales
Trading & Underwriting
CIS
Albany, NY 2
Atlanta, GA
Chicago, IL 7 3 9 6 25
Charlotte, NC 1
Cleveland, OH 12 4 23
New York, NY 22 20 46
San Francisco, CA 52 32
103

26. Comprehensive Scope of Services – Investor Outreach / Marketing & Distribution
Unparalleled Understanding and Coverage of the Municipal Investor Base
As an investment banking firm, we have extensive market knowledge and account familiarity. We are in continual contact with specific funds and frequent buyers of municipal paper
KBCM maintains strong relationships with virtually all major buyers of municipal bonds and leverages these relationships on behalf of our Issuer-clients
Optimal Distribution
Boston
Bain
Loomis Sayles
Colonial
Mass Mutual
Eaton Vance
Pioneer
Fidelity
Putnam
Fortis
Standish Mellon
John Hancock
State Street
Keystone
Gen Re
Liberty Mutual
Hartford
CIGNA
Phoenix
GE Capital
Brown Brothers
New Jersey
Cumberland
Merrill Lynch
MetLife
Penn Capital
Prudential
W.R. Huff
Philadelphia
Deutsche
Delaware
Miller Anderson
Baltimore
AEGON
T. Rowe Price
Western
Pittsburgh
Federated
Kansas City
Fountain Capital
Waddell & Reed
Houston
AIG
Am Gen
AIM
Comerica Trust
San Francisco
Franklin
Seneca Capital
Wells Capital
Denver
Janus
Invesco
Minneapolis
American Express
Thrivent
Milwaukee
Northwestern
Strong
Chicago
Allstate
Claymore
Country
Lincoln Capital
National Guardian
Northern Trust
Nuveen
Stein Roe
New York
Alliance
Loews
Blackrock
Lord Abbett & Co.
Mackay Shields
Columbia
New York Life
Dreyfus
Nomura
First Investors
Oak Hill
Guardian Life
Oppenheimer
Goldentree
J.W. Seligman
Greenwich Street
Shenkman
Goldman Sachs
Travelers
HSBC
JPMorgan
Silver Crest
U.S. Trust
Pugh
Seattle
United Fire
Cedar Rapids
Bartlett & Co.
Ft Washington
Johnson Investments
Cincinnati
IPS
NAMSA
Rudolph
Libbe
Toledo
State Auto
Nationwide
DSW
Aerial Corp.
Limited
Columbus
Grange Insurance
Westfield Insurance
Buyers Products
Robin Industries
Cleveland
Discount Drug Mart
MIA Wealth Advisors
Denotes KBCM Sales and Trading Offices
Vanguard
Wellington
Los Angeles
Cap Re
Post Advisory
FMA
TCW
PacLife
TransAmerica
PIMCO
SunAmerica
Oaktree
WAMCO
Albany

27. Key’s Tradition of Excellence
KeyBank has been recognized year after year for our quality of service and high banking and corporate standards.
2018 FORTUNE 500® top company 1
Among one of the only top 25 U.S. national banks to be rated Outstanding by the OCC for nine consecutive review periods for lending under the Community Reinvestment Act (CRA) 5
Key Private Bank 2 was the recipient of the 2018 PAM award for Best Private Wealth Manager overall. This is our third consecutive award from PAM
Recognized as ‘Financial Sector Leader’ and ‘Best-in- Class Community-minded Company‘ as a part of Points of Light’s 2018 Civic 50 list.
Ranked #35 of Top 50 Companies for Diversity® by DiversityInc
Award-winning Capital Markets Franchise 3
KeyBanc Capital Markets 3 tied for third in small/mid cap equity research/advisory during 2016
Second most reputable large bank in the U.S.4 Beth Mooney, Banker of the Year 2017
In partnership with
Scored a perfect 100 nine times on Human Rights Campaign’s Corporate Equality Index
Earned “A” ratings in Phoenix Hecht’s 2017 Treasury Management Monitor customer evaluations for the Middle Market
1FORTUNE and FORTUNE 500 are registered trademarks of Time Inc. and are used under license. ©2017 Time Inc. FORTUNE and Time Inc. are not affiliated with, and do not endorse products or services of, KeyBank.
2Key Private Bank is part of KeyBank National Association (“KeyBank N.A.”). Bank and trust products are provided by KeyBank N.A. Investment products are:
NOT FDIC INSURED • NOT BANK GUARANTEED • MAY LOSE VALUE • NOT A DEPOSIT • NOT INSURED BY ANY FEDERAL OR STATE GOVERNMENT AGENCY KeyBank does not give legal advice. 3KeyBanc Capital Markets is a trade name under which the corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc. (“KBCMI”), Member FINRA/SIPC, and KeyBank N.A. are marketed. Securities products and services are offered by KBCMI and its licensed securities representatives: Not FDIC Insured • No Bank Guarantee • May Lose Value.
42016 Reputation Institute based on customers
5Office of the Comptroller of the Currency, US Department of Treasury CRA Performance Evaluations July 2018.
©2018 KeyCorp. KeyBank is Member FDIC and Equal Housing Lender.