As state leaders consider needed updates to the Commonwealth's school funding formula, they should remember just how well the approach taken by Tom Birmingham, former Massachusetts state Senate president, and co-author of the 1993 Education Reform Act worked. Beginning in 1993, Massachusetts' SAT scores rose for 13 consecutive years. The state's scores on the National Assessment of Educational Progress (NAEP) shot up, too. By 2005, Massachusetts students became the first to score best in the nation in all four major NAEP categories (fourth- and eighth-grade reading and math). Since then, they have repeated the feat on every subsequent administration of NAEP except one. While American students as a whole lag behind their international peers, the 2007 and 2011 Trends in International Mathematics and Science Study results showed that Massachusetts students were competitive with their counterparts in places like Japan, Korea, and Singapore. In 2007, the Bay State's eighth graders even tied for first place internationally in science. The current formula for funding K-12 public education calculates a "foundation budget," which is the minimum needed for a school district to provide its students with a quality education. Another formula determines how much each district can afford to contribute, and the state fills the gap between that amount and the foundation budget. Some wealthier districts contribute more than is required, but every district receives a minimum annual state contribution of about $1,750 per student. State funding, known as Chapter 70, jumped by 227.4 percent per pupil between 1993 and 2019, rising from $1.592 billion to $5.212 billion (see figure 1). This rate of increase exceeded the rate of increase in per pupil net school spending by municipalities (excluding Chapter 70 funding) of 156.8 percent, rising from $3.704 billion to $9.513 billion during that time frame. It also exceeded growth in statewide enrollment, which rose by 16.3 percent, from 809,496 to 941,411 over that period. It also exceeded the rate of increase of the consumer price index for all urban consumers in Boston-Cambridge-Newton, MA which rose by 83.7 percent over that time period. As legislators contemplate the financial needs of local school districts, they should keep in mind that they face an enormous parallel funding challenge over the next 17 years. Unlike in some other states, the Commonwealth--not municipalities--is responsible for the unfunded liability of two pension funds that serve municipal employees: the Massachusetts Teachers Retirement System (MTRS) and the Boston Teachers Retirement System BTRS). Massachusetts currently faces a combined $41.26 billion unfunded liability for the pension systems of state employees, Massachusetts teachers and Boston teachers. Of that, (figure 5) shows nearly two thirds, or 65.6 percent of the total obligation is attributable to unfunded local teacher pensions. Legislators would be wise to keep these pension and other post-employment benefits (OPEB) obligations in mind as they fashion updates to Chapter 70. As mentioned previously, the foundation funding formula has been revised and updated several times in recent years. Some additional tweaking is warranted, but the fact remains that wholesale changes are not in order. The communities left behind are the older industrialized cities and towns, such as listed in Figure 8, from Worcester and Orange to Springfield and Lawrence. Lawmakers should focus on the fiscal needs of these communities. They should also tie this additional investment to a policy strategy that is most likely to lead to better educational accountability and student outcomes in those key cities and towns. Whatever new funding comes from the state should be tied to reform. Over the last decade, Massachusetts has retreated from some of the key reforms that drove significant progress on student achievement for all students, e.g., adoption of weaker academic standards in English Language Arts (ELA), math, science, and history, the transition to the watered down (Minnesota Comprehensive Assessments) MCAS 2.0, the loss of an independent district accountability agency, and the erosion of legislative support for proven school reform innovations, including charter schools. Over that time, the Commonwealth has experienced declining MCAS and SAT scores, and Massachusetts is among a minority of states in which National Assessment of Education Progress (NAEP) scores have fallen between 2011 and 2017. The opportunity for change that comes with significant new money should not be lost. To ensure that additional resources provide a return on taxpayer investment, Pioneer offers eight recommendations in this report.