Table of Contents

Meeting Agenda & Related Materials – TAB 1

Board Meeting Schedule of Events 1 Board Meeting Agenda 2 Guest Speaker Biographies 5 ABA By-Laws 6 Anti-Trust Guide 19

2019 ABA Winter Board Meeting Minutes 22

Executive Committee Meeting Agenda 36

President’s Report – TAB 2

ABA Organizational Chart 31 Goals 32 ABA Strategic Plan Update 41

Committee Reports – TAB 3

Finance & Budget Staff Report 86 ABA Reserve Fund Asset Allocation 90 ABA Unaudited Financial Statements 92 2018 ABA Audited Financial Statements 114 Governance 2020-2021 Board Rotation Schedule 138 2019 Executive Committee Rotation 139 Committee Assignments 140 Board Contact Information 155 Time & Place Report 159

Additional Staff Reports – TAB 4

Executive Summaries 161 Government Affairs & Policy Report 173 Communications Staff Report 186 Meetings, Events & Education Staff Report 200 Membership Staff Report 206

ABA Foundation Documents – TAB 5

ABA Foundation Unaudited Financial Statements 210 2019 SPRING MEETING SCHEDULE CAPITAL HILTON

WEDNESDAY, MAY 1

8 a.m. – 12 p.m. ABA Foundation Board of Governors Meeting Pan American Room

12 – 1 p.m. ABA Board of Directors & ABA Foundation Board of Governors Lunch Senate Room

1 – 4:30 p.m. Policy Meeting for ABA Board of Directors South American AB

4:30 – 6 p.m. ABA Executive Committee, ABA & ABAF Finance and Budget Committees Meeting Pan American Room

ABA Executive ABA Finance Foundation Finance Don DeVivo Gene Berardi Tom JeBran Gene Berardi Doug Anderson John Percy John Meier Alan Glickman Ron Bast John Miller Jim Jalbert Gene Berardi Jim Jalbert Tom JeBran Mike Trageser Ben Blunt Daryl Johnson Terry Fischer John Miller Buddy Young Ian Smart Karen Sanders Steve Woelfel Bill Torres Don DeVivo Steve Woelfel Chris Shepler

7 p.m. ABA Board of Directors & ABA Foundation Board of Governors Evening Event

B Too Restaurant 1324 14th St NW Washington, DC 20005

Bus departs Capital Hilton for B Too at 6:30 p.m. and 6:45 p.m.

1 THURSDAY, MAY 2

8:30 – 10 a.m. ABA Board of Directors & ABA Foundation Board of Governors Breakfast Statler AB

10 a.m. – 4 p.m. ABA Board of Directors Meeting and Lunch South American AB

4 – 5 p.m. ABA Executive Committee Meeting Pan American Room

6 p.m. ABA Board of Directors Evening Event

Fig & Olive Restaurant 934 Palmer Alley NW Washington, DC 20001

Bus departs Capital Hilton for Fig & Olive at 5:45 p.m. and 6:00 p.m.

FRIDAY, MAY 3 Departures

2 2019 SPRING BOARD OF DIRECTORS MEETING AGENDA MAY 2, 2019 CAPITAL HILTON WASHINGTON, DC

MAY 1, 2019

Policy Meeting 1:00 – 4:30 p.m.

MAY 2, 2019

Opening Remarks D. DeVivo

Guest Recognition & Introduction D. DeVivo

Approval of the Previous Meeting Minutes D. DeVivo

President’s Report P. Pantuso

Counsel’s Report R. Schweitzer

Committee Reports Audit E. Berardi BusMARC J. Miller BusPAC P. Picknelly Finance & Budget E. Berardi E. Braendel Governance P. Pantuso Time-Place E. Berardi

2020 Marketplace Outlook L. Busskohl

Guest Speaker P. Beinart

ABA Foundation Report & Foundation Research Initiatives T. JeBran ABA Foundation Financials Fundraising Activities Research Projects Motorcoach Census

Strategic Planning D. DeVivo

3 Busworld Update P. Pantuso

Staff Reports All staff reports were provided in advance to all Board members. Feel free to raise any questions you may have about any of the staff reports during the Board meeting, directly with appropriate staff or with Peter. Formal staff presentations will be given during the Board meeting.

Membership L. Zegeye

Meetings, Events and Education L. Brewer

Communications and Publications Report M. Hinton

Radar Issues

Executive Session

Adjourn

GUESTS IN ATTENDANCE

Ron Bast, GO Riteway Transportation Group Alex Berardi, Adirondack Trailways Peter Beinart, The City University of New York, Pete Borowsky, Starr Bus Charter & Tours Brenda Borwege, ABC Companies Brad Eyre, Eyre Bus, Tour & Travel Matt Eyre, Eyre Bus, Tour & Travel Jack Forbes, Prevost Jeff Goldwasser, Amaya Astron Seating Brad Henton Country Music Hall of Fame and Museum Tara Hippensteel, Hard Rock Café International Patti Lloyd, Cape Cod Chamber of Commerce/CVB John Meyer, Las Vegas Convention & Visitors Authority Matthew Moore, Burlington Trailways Pete Smith, Smoky Mt. Resorts Mike Trageser, Sands Bethlehem Karl Webb, Bridgestone Americas Tire Operations Michelle Wiltgen, National Interstate Insurance Co. Pat Ziska, Motor Coach Industries

4 Guest Speaker Biography

Peter Beinart Professor of Journalism and Political Science, The City University of New York Contributing Editor, The Atlantic Political Commentator, CNN Senior Fellow, The Foundation for Middle East Peace

Peter Beinart is one of America’s most highly-regarded commentators on American politics and foreign policy.

In addition to serving as the associate professor of journalism and political science at the City University of New York, Peter is a contributing editor for The Atlantic, a political commentator for CNN, and a senior fellow at the foundation for middle east peace. He is also a contributor to forward.com, where he hosts a biweekly podcast on politics, Jewish life, and the middle east.

Hailed as a wunderkind by peers, colleagues, and politicos, Beinart burst onto the punditry scene immediately after graduating from oxford.

Since then, he has been editor of The New Republic magazine, written three widely-acclaimed books, and been a featured player on the television news circuit for his expertise and articulate analysis.

Beinart has contributed to The New York Times, The Wall Street Journal, The Financial Times, The Boston Globe, The Atlantic, Time, Slate, Reader’s Digest, and myriad other top publications. He was named “columnist of the year” by The Week magazine. Additionally, he has appeared on countless programs on nearly every television network. He provided commentary for CNN from both the democratic and republican conventions.

5 BY - LAWS OF THE AMERICAN BUS ASSOCIATION Amended as of January 13, 2017

ARTICLE I OFFICES

Section 1. The place of business of the Association and the office of its statutory agent shall be the City of Washington, DC. The Association may change the location of its place of business or its statutory agent, or both.

ARTICLE II MISSION, OBJECTS AND PURPOSES

Section 1. The American Bus Association represents the business concerns of both U.S. and Canadian privately owned motorcoach and tour operators. ABA represents the U.S. bus industry in Washington, DC, and supports the government affairs activities of its Canadian members and counterpart associations. ABA facilitates relationships between the North American motorcoach industry and all related segments of the travel and supplier industry. In addition, ABA creates awareness of the motorcoach industry among consumers in North America (USA, Canada and Mexico), and communicates publicly on important issues like motorcoach and highway safety.

Section 2. The objects and purposes of the Association are: a) To promote and develop the services provided by tour-charter bus service, fixed route bus service, and the tour and travel segments of the industry. b) To advocate the enactment of uniform, just and proper laws and cooperate with public officials in securing the enforcement of all laws, rules and regulations applicable to the bus transportation industry. c) To promote the highest possible ethical standards by companies engaged in providing bus transportation to the public and by those providing equipment, accommodations and other services to such companies and their passengers by promoting compliance with the American Bus Association's Code of Ethics and other actions. d) To promote closer relations and cooperation among all Association members and membership segments. e) To promote friendly relations with, and to secure the cooperation and good will, of the public. f) To improve the transportation service rendered by its members, including adequate connecting and through services. g) To promote the construction, maintenance, repair and improvement of all roads used for bus transportation. h) To promote the construction and maintenance of bus terminals and related facilities. i) To promote the safety, convenience, and betterment of bus operations and serve the interest and welfare of the members of the American Bus Association and the public at large. j) To work with government to create a climate for growth of the private sector motor vehicle passenger transportation industry. k) To provide forums where various segments of the tour and travel community can establish relationships and business opportunities. l) To enable members the opportunity to participate in the privatization of motor vehicle passenger transportation. m) To provide educational opportunities to all members.

6 ARTICLE III MEMBERSHIP

Section 1. Membership in the Association shall be divided into six classes: a) Bus Operators. b) Associations of Bus Operators. c) State, Regional and Provincial Associations. d) Associates. e) Travel Industry. f) Tour Operators.

Section 2. As used in Section 1 of this Article: a) "Bus Operators" include any individual, partnership, company, corporation or group of such companies engaged in the business of transporting persons for hire in vehicles over the public highways as a common or contract carrier, either directly or as a managing agent except that "Bus Operator" does not include any entity which is owned or operated by a State, municipality, public agency, public corporation, or any local public body or any other entity which is not operated for profit. b) "Associations of Bus Operators" means any association of motor bus operators, other than a State association, with members whose qualifications for membership are the same as those set forth in paragraph (a) of this section for bus operator members of the Association. c) "State, Regional and Provincial Association" means any State, Regional or Provincial association of motor vehicle operators in which bus operators are individually eligible for membership. d) "Associates" means any organization which supplies equipment, material and services to the industry such as buses, engines, tires, accessories, petroleum products, publications, advertising and public relations firms, and the like, any entity which is not eligible for membership as a "Bus Operator" under paragraph (a) of this section because of its public ownership or operation, and other organizations which have business dealings of a general nature with bus operator members but does not include any persons eligible for membership solely as a travel industry member. e) “Travel Industry" members include hotels, motels, attractions, conventions and visitor bureaus, official State and provincial tourism offices, regional promotion agencies, Federal travel promotion agencies, retail travel agencies, tour brokers, food service organizations, and other firms or suppliers providing travel goods and services to bus operator members but does not include any entity which provides accommodations or goods and which is not operated for profit. f) "Tour Operators" includes any person or organization, other than a bus operator or an employee or agent of a bus operator, who, for compensation, assists or arranges for the transportation of passengers by bus in sightseeing or pleasure tours or other special operations, who have been in the business of arranging for bus tours for at least two years, and commission agents but does not include any governmental or other entity which is not operated for profit.

Section 3. a) Any eligible person or organization may become a member by furnishing such information as may be required by the President/CEO demonstrating its willingness and ability to comply with the Association's Code of Ethics, payment of dues, and upon approval by the Board of Directors or by the President/CEO acting on behalf of the Board. In addition, an applicant for membership as a bus operator must demonstrate its compliance with the membership requirements of the Association as set forth in Section 4 of Article III.

7 b) No tour operator affiliated with a bus operator shall be eligible for membership unless the affiliated carrier is a bus operator member of the Association. c) A bus operator who owns or controls one or more bus operators or one or more tour operators may file a joint application for membership on behalf of all such operators or each bus operator or tour operator may file a separate application. d) An association of bus operators may become a member upon approval by the Board of Directors and upon the payment of such dues as may be prescribed by the Board. e) A bus operator may not hold any other class of membership in the Association unless dues applicable to membership as a bus operator are paid.

Section 4. a) No person or organization may become or remain a bus operator member -- 1) Unless it is in compliance with the applicable U.S., Canadian, state and/or provincial laws and regulations respecting the registration and operation of a bus operator business, or in the absence of such a verifiable compliance standard, then the appropriate national/state/provincial requirements for establishing and operating a bus operator business.

b) No person or organization may become or remain a tour operator member -- 1) Unless it is in compliance with the applicable U.S., Canadian, state and/or provincial laws and regulations respecting the registration and operation of a tour operator business, or in the absence of such a verifiable compliance standard, then the appropriate national/state/provincial requirements for establishing and operating a tour operator business.

Section 5. a) All applications for membership as a bus operator or as a tour operator shall be published and members given an opportunity to submit specific comments to the President/CEO respecting the applicant's eligibility for membership, including, in the light of specific evidence, its willingness and ability to comply with the Association's Code of Ethics. b) 1) The Board, or the President/CEO acting for the Board, shall review all comments or objections filed pursuant to paragraph (a) respecting an applicant's eligibility for membership in the Association to determine whether such comments or objections are legitimate and substantiated. 2) If the comments or objections filed pursuant to paragraph (a) are found to be legitimate or to be substantiated, the applicant shall be treated as a probationary member until such time as its eligibility for membership is determined in accordance with the provisions of paragraph (c) of this section. c) Objections to an application which raise a serious question with respect to an applicant's eligibility for membership or to the probability of its compliance with the Association's Code of Ethics and appeals by members from finding of ineligibility for membership shall be handled as complaints and determined in accordance with the procedure provided in Section 3 of Article XIV of the Bylaws.

ARTICLE IV MEMBERSHIP DUES

Section l. The annual dues for the various classes of membership in the Association shall be determined by the Board of Directors but the annual dues for any individual operator member shall not exceed

8 $50,000.

Section 2. Members, which are under common control or management or are members of an association of bus operators whose membership has been approved by the Board of Directors, may pay their annual dues separately.

Section 3. Annual dues for all classes of membership are payable according to a dues schedule, as established by the Board of Directors, each year. When necessary, payment schedules may be discussed with the CEO.

ARTICLE V VOTING RIGHTS AND PRIVILEGES

Section 1. Each bus operator member, each association of bus operators, and each tour operator member shall have the right to participate and vote in the election of directors.

Section 2. Each bus operator member, association of such members, and each tour operator member shall be entitled to exercise the right of one vote. In addition, bus operator and/or tour operator members that are under common control or management shall be entitled to exercise the right of one vote for the entire group of affiliated entities; for purposes of this section, “common control” means owning or controlling a majority of the voting stock of a member.

Section 3. The Board of Directors may restrict participation in Association programs to certain categories of members.

ARTICLE VI MEETINGS OF MEMBERS OF ASSOCIATION

Section 1. Meetings of the Association shall be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. The Board of Directors shall provide for one or more annual meetings of the members of the Association and shall determine the time and place of such meetings. The Board may provide for different annual meetings for different classes of members.

Section 3. Special meetings of the Association may be called by the Board of Directors or by the Chair of the Board on such notice as the Board or the Chair deems proper and shall be called upon the request of twenty (20) members of the Association. Notice of any such special meeting shall specify the purpose for which the meeting is called.

Section 4. With respect to each annual or special meeting called by the Board of Directors, the Board shall determine the class or classes of members eligible to attend. Written or printed notice of each annual or special meeting of the Association stating the time, place and object thereof, shall be given to each eligible member in good standing as shown by the records of the Secretary of the Association by such methods as allowed by law at least fifteen (15) days before the date on which the meeting is to be held. No publication of any notice of a meeting of the Association shall be required. If any member shall sign a written waiver of notice of any meeting, either before or after the meeting, such waiver shall be deemed equivalent to notice.

Section 5. All eligible members in good standing, present at any annual meeting or special meeting, shall be entitled to vote. At all meetings of the Association, the presence of one-tenth of the eligible votes shall

9 constitute a quorum for the transaction of business. If such quorum shall not be present, the members entitled to vote thereat, represented in person, and shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, or until a quorum shall be represented. At such adjourned meetings at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 6. When a quorum is present at any meeting, the majority of votes cast by the members having voting power present in person at the meeting shall decide any question brought before such meeting.

Section 7. At every meeting of the Association, the Chair of the Board or, in the absence of the Chair, persons designated by the Chair or, in their absence, a Chair chosen by a majority of the members of the Association present and entitled to vote, shall act as the Chair, whereas the Secretary-Treasurer of the Association shall act as secretary at all meetings of the Association. In the absence of the Secretary- Treasurer from any such meeting, the Chair may appoint a person to act as secretary of the meeting.

ARTICLE VII DIRECTORS

Section 1. The Governance Committee shall present to the annual meeting nominations for the Board of Directors, and shall present to the Board of Directors nominations for members of the Executive Committee. The Governance Committee shall consist of such members as specified in Section 3(a) of Article X.

Section 2. a) Persons who desire to be nominated for a seat on the Board of Directors or to renew such term, or who desire to nominate another member for such a seat, shall submit to the Governance Committee in writing, not less than fifteen (15) days after a call for such nominations, a statement of the candidate's qualifications and other pertinent information, including a statement of the candidate's willingness to serve, if nominated. b) Nominations for Directors from the floor shall not be permitted. c) To be eligible to be elected as a Director, an individual must be a full-time employee, director or corporate officer of a member of the Association. If a Director is no longer a full-time employee, director or corporate officer of a member, that individual shall resign from the Board of Directors. d) The number of Directors, which shall constitute the Board, shall not be fewer than thirty-five (35) and shall not exceed fifty (50). The Directors shall be elected by the members and shall hold office until their successors have been elected and qualified or until their prior resignation or removal. Directors, other than the President/CEO, up to six (6) associate members, up to six (6) travel industry members, and up to six (6) tour operator members, shall be bus operator members or members of an association of bus operators. These terms shall be staggered so that approximately one-third of the seats shall expire each year. e) One permanent seat on the Board shall be reserved for the President/CEO and one seat shall be reserved for the person currently serving as the Chair of the Association’s Marketplace Committee f) A minimum of six (6) seats on the Board of Directors shall be held by Enterprise members. A minimum of six (6) seats on the Board shall be held by Large Non- Fixed Route Bus Operators. A minimum of six (6) seats on the Board shall be held by Fixed Route Bus Operators. In addition, up to six (6) seats on the Board of Directors shall be filled by Associate members, and up to four (4) of those six (6) seats shall be filled by Associate members engaged in the manufacturing of buses.

10 Also, up to six (6) seats on the Board of Directors shall be filled by members in the Travel Industry and up to six (6) seats on the Board of Directors shall be filled by Tour Operator members. The remaining seats on the Board of Directors may be held by any member who is a bus operator. The Governance Committee shall be directed to make reasonable efforts to meet these target figures for member group representation on the Board. g) Other than the President/CEO and the Chair of the Marketplace Committee, the term for each of these seats shall be three (3) years, which term may be renewed. h) By a majority vote, the Board of Directors may appoint one or more non-voting honorary directors. i) Up to four additional non-voting seats may be filled by members that are part of an entity that commonly controls more than one member; for the purposes of this subsection, “commonly controls” means owning or controlling a majority of the voting stock of a member. These additional seats, along with the President/CEO, the Marketplace Chair and any honorary directors, shall not count against the limit on the number of seats set out in subsection 2(c), above.

Section 3. No member, including members affiliated with or commonly controlled by such members, shall have more than one seat on the Board of Directors, with the following exceptions: a) The seat held by the Chair of the Marketplace Committee; and b) Those members that are part of an entity that commonly controls more than one member as set out in section 2(i) above, provided that a commonly controlled entity may have members with no more than one (1) voting and two (2) non-voting seats on the Board of Directors. If the voting Director of such an entity is unable to attend a Board meeting, the voting Director may provide notice to the Chairman and designate a non-voting Director of the same entity to attend the Board meeting and to vote for the member entity.

Section 4. Any vacancy in the offices of the Association may be filled by the Board of Directors at any regular or special meeting of the Board. In the event of a vacancy on the Board of Directors, the Executive Committee may elect a person to fill such vacancy until the next annual meeting.

Section 5. The business of the Association shall be managed by its Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised by the members.

Section 6. a) The Board of Directors of the Association may hold meetings, both regular and special, as the Board of Directors from time to time may determine. b) A meeting of the Board of Directors shall be held during or immediately following the Annual Meeting of the Association for the purpose of electing an Executive Committee and officers of the Association. There shall also be at least one other regular meeting during the year and such other meetings, as the Board deems necessary. Meetings may be called by the Chair of the Board and shall be called by the Secretary-Treasurer upon the written request of six members of the Board of Directors. At least ten (10) days notice of each regular meeting, and five (5) days notice of each special meeting, including the purpose for which it is called, shall be sent to each member of the Board of Directors. c) The notice shall be sent by United States mail, email or facsimile transmission or otherwise as allowed by law. d) Notice of any meeting need not be given to any director, however if waived by him in

11 writing. Any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all Directors shall be present there at.

Section 7. a) At all meetings of the Board of Directors, one third of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Except as provided in section 3(b) of this Article, no proxies will be accepted on behalf of absent members. b) If a quorum shall not be present there at, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. c) Except as provided in section 3(b) of this Article, Board members may not appoint substitutes to attend Board meetings in the absence of the Board member.

Section 8. Any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee thereof may be taken by notation or voice vote if, in the opinion of the Chair of the Board, it is not feasible or practicable to convene a special meeting of the Board.

Section 9. Any Director may be removed either with or without cause, at any time, by the affirmative vote of a majority of the members of record of the Association entitled to a vote, at a special meeting of the Association called for the purpose; and the vacancy in the Board caused by such removal may be filled by the members at such meeting. Any Director may resign at any time by giving written notice of such resignation to the Chair of the Board, the Secretary-Treasurer, or the President/CEO of the Association and such resignation shall take effect at the time specified in such notice.

a) Each seat held by a Director on the ABA Board of Directors is specific to that person as an individual member company representative, but is also governed by their company’s membership status and membership eligibility, and is conditional on the company remaining a member in good standing. Any vacancy as a result of a Director’s removal or resignation will be filled by a vote of the membership through the annual election process; member companies may not substitute Directors at the company’s request.

b) Any Director whose company’s membership status changes (e.g. transitioning from a non-fixed route bus operator to a tour operator that operates no vehicles; or transitioning from a tour operator to a travel industry attraction; or if the company is no longer an ABA member) will be asked to resign from the Board. Any Director who does so resign as a result of the company’s membership status change, and whose respective company remains in good standing as an ABA member, may seek election for a new seat on the Board under the appropriate membership category during the following year’s election cycle.

Section 10. The Board of Directors, other than the President/CEO, shall serve without salary.

Section 11. a) The Executive Committee shall consist of thirteen (13) Directors: the Chair of the Board, who shall serve as the Chair of the Executive Committee; the Immediate Past Chair of the Board; the Vice Chair of the Board; the Secretary-Treasurer; the President/CEO; and, eight (8) additional members of the Board. b) The Directors, who hold the positions of Chair of the Board, Vice Chair, Immediate Past Chair, and Secretary-Treasurer, while serving in such positions, shall serve on the Executive Committee as Officers. c) A series of succession shall be established to ensure the continuity of the leadership of the

12 Executive Committee and the Board of Directors. At the expiration of their term of office, the Chair shall transfer the position of Chair to the then Vice Chair, and shall assume the position of Immediate Past Chair. d) The Chair, Vice Chair and Immediate Past Chair shall each serve for a term of three (3) years, but shall not be eligible for reelection to the same position at the expiration of their term. If for any reason any such member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement who may complete the unexpired term and then may serve an additional three-year term. e) The Secretary-Treasurer and the President/CEO shall each serve on the Executive Committee for a term of one (1) year and shall be eligible for reelection. f) Three (3) members of the Executive Committee, other than those identified in paragraph (a) above, shall be bus operator members, shall serve for a term of two (2) years and shall be eligible for reelection for a maximum of three (3) consecutive terms. If for any reason any such member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement whom may complete the unexpired term and then may serve up to three (3) additional terms. At least one (1) of these three (3) Executive Committee members shall be from each of the three (3) bus operator member categories set out in Section 13 of Article VII herein. g) One (1) seat on the Executive Committee shall be reserved for the Chair of the Association’s Policy Committee or if that person otherwise occupies another designated seat, an active member of the Policy Committee shall serve in their place while the terms overlap. The person serving in the seat reserved for the Chair of the Policy Committee shall serve for a term of two (2) years and may be eligible for reelection without restriction. If for any reason this member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement to complete the unexpired term. h) Three (3) At-Large seats on the Executive Committee shall be reserved for bus operator members, and one (1) At-Large seat shall be reserved for a Travel Industry member. These At-Large members of the Executive Committee shall serve for a term of two (2) years, and may be eligible for reelection to serve a maximum of three (3) consecutive terms. If for any reason any such member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement to complete the unexpired term.

Section 12. The Board of Directors shall establish minimum duties and performance standards for all Directors to meet while they serve on the Board. Failure to meet such duties or standards may subject a director to appropriate discipline by the Board, including dismissal from the Board before the end of the director’s term.

Section 13. For purposes of this Article, a) “Enterprise Member” means: (i) a bus operator that operates fewer than twenty–five (25) buses, including but not limited to charter, tour, fixed route, commuter and special operations service; (ii) a member that provides passenger transportation service primarily using passenger vans; or (iii) a Tour Operator; b) “Large Non-Fixed Route Operator” means a motorcoach operator that operates twenty–five (25) or more buses and that primarily provides non-fixed route service, including but not limited to charter, tour, commuter and special operations service; c) “Fixed Route Operator” means a bus operator that operates twenty-five (25) or more buses and that primarily provides intercity bus service over fixed routes on set schedules.

ARTICLE VIII NOTICES

Section 1. Notices to the Board of Directors and the membership shall be in writing and delivered by such

13 method as allowed by law. Notice by mail shall be deemed to be given at the time when the same shall be mailed.

Section 2. Whenever any notice is required to be given by law, by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IX OFFICERS

Section 1. a) The Officers of the Association shall be chosen by the Board of Directors and shall be a Chair of the Board, a Vice Chair of the Board, and a Secretary-Treasurer, all of whom shall be bus operator members of the Board, a President/CEO, and such other officers as the Board of Directors may deem advisable from time to time. b) The Board of Directors shall choose a Chair for a term not to exceed three (3) years but who shall not be eligible to succeed himself as Chair of the Board. During or immediately following each annual meeting of the Association the Board of Directors shall appoint a slate of other officers for such term as it deems desirable. Each officer so chosen shall hold office until a successor shall have been duly chosen and qualified or until the officer shall resign or shall have been removed from office. c) The hiring, salary, and salary increases of the employees of the Association shall be subject to the approval of the Chair of the Board.

CHAIR

Section 2. a) The Chair of the Board of Directors shall preside at all meetings of the members and at all meetings of the Board, and shall have general supervision over the officers of the Association subject, however, to the control of the Board of Directors. b) The Chair shall direct that all accounts of the Association be audited at least once per year by a certified public accountant and shall transmit such audit report to the Board of Directors. c) The Chair may delegate to another officer such of their authority, as they deem necessary. In case of the disability of the Chair or a vacancy in the office, the Vice Chair of the Board shall perform the duties of the Chair until the sitting Chair returns to office or until another Chair may be qualified and selected.

VICE CHAIR

Section 3. The Vice Chair shall serve as Chair of the Audit Committee and as a member of the Bylaws Committee, shall chair the meetings of the Board of Directors in the absence of the Chair, and shall perform such other duties as directed by the Chair as necessary or desirable to discharge the functions of the Association.

PRESIDENT/CEO

Section 4. a) The President/CEO shall be the chief executive officer of the Association and shall assist the Chair of the Board in supervising the employees of the Association. b) The President/CEO may sign and execute, in the name of the Association, deeds, mortgages, bonds, contracts, or other instruments, subject to the provisions of these Bylaws, except in

14 cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Association; and, in general, he shall perform all duties incident to the office, and such other duties as from time to time may be assigned by the Board of Directors. c) The President/CEO shall see that all notices are given in accordance with the provisions of these Bylaws or as required by law; and shall be the custodian of the records and of the seal of the Association. The President/CEO shall see that the seal is affixed to all documents when use of the seal is required and authorized in accordance with the provisions of these Bylaws. d) The President/CEO shall have general responsibility for the financial transactions of the Association and shall render a statement of the conditions of the finances of the Association at all regular meetings of the Board of Directors and a full financial report at the annual meeting of the Association, if called upon so to do. The President/CEO shall have access to the books and records of the Association and may order a special audit of the accounts of the Association at any time deemed necessary.

SECRETARY – TREASURER

Section 5. The Secretary-Treasurer shall arrange for minutes of the meetings of the Association and of the Board of Directors to be kept and shall have general oversight over the financial transactions of the Association.

ARTICLE X COMMITTEES

Section 1. The Chair of the Board shall have authority to appoint, with the advice and consent of the Executive Committee, such committees as are deemed necessary for the proper functioning of the Association. The members, including the chair, of each committee shall serve until relieved by order of the Chair of the Board. The Chair of the Board shall be ex-officio a member of each committee and shall be entitled to vote.

Section 2. The duties of all committees shall be specified by the Board of Directors or the Chair. In performing their functions, such committees shall be subject to the directions and control of the Chair.

Section 3. In addition to the Executive Committee, the Association shall have six (6) standing committees constituted as follows: a) Governance Committee -- Comprised of the Chair of the Board, the Vice Chair and the Immediate Past Chair of the Board who shall serve as the Chair of the Committee, and at least four (4) members of the Board appointed by the incumbent Board Chair. A majority of the committee members should have experience in the position of ABA Association Chair or Vice Chair; b) Audit Committee -- Comprised of the Vice Chair of the Board, who shall serve as the Chair of the Committee, and at least two (2) members of the Board appointed by the Chair of the Board; c) Time and Place Committee -- Comprised of the Chair of the Board, and at least two (2) members of the Board appointed by the Chair; d) Bylaws Committee -- Comprised of the Vice Chair of the Board, at least three (3) members of the Board appointed by the Chair of the Board, and the Association's General Counsel. The Chair of the Board will appoint a member of the Committee as the Committee Chair; e) Ethics Committee -- Comprised of a member of the Executive Committee who shall serve as Chair of the Committee, at least three (3) members of the Board appointed by the Chair of the Board, and the Association's General Counsel;

15 f) Finance and Budget Committee – Comprised of a member of the Executive Committee who shall serve as Chair of the Committee, the Association’s Secretary-Treasurer, and at least three (3) members of the Board appointed by the Chair of the Board. The Chair of the Committee shall also serve as a member of the Executive Committee, either as the Association’s Secretary-Treasurer or in another seat.

16 ARTICLE XI CONTRACTS, CHECKS, BANK ACCOUNTS, AND EXPENDITURES

Section 1. The President/CEO and any person designated by the President/CEO may make or authorize to be made capital expenditures, investments or advances, execute contracts or leases, establish or increase salaries, and make or authorize retirements and sales of capital items, write-offs of accounts and settlements of claims in such manner and subject to such limitations as shall be determined from time to time by resolution of the Board of Directors.

Section 2. All funds of the Association shall be deposited from time to time to the credit of the Association with such banks, bankers, trust companies, or other depositories as the Board of Directors may select or as may be selected by any officer or officers, agent or agents or the Association to whom such power may be delegated from time to time by the Board of Directors.

ARTICLE XII SEAL

Section 1. The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall bear the full name of the Association and the words "District of Columbia" and the year of its incorporation.

ARTICLE XIII FISCAL YEAR

Section 1. The fiscal year of the Association shall end on the 31st day of December of each year.

ARTICLE XIV SANCTIONS FOR VIOLATIONS OF THE ASSOCIATION'S CODE OF ETHICS AND ASSOCIATION POLICIES

Section 1. Subject to the provisions of Section 3 of this article, any member of the Association may be censured, fined, suspended, or expelled, or any of the privileges of membership may be withdrawn, for the following violations of the Association's Code of Ethics and Association policies: a) Misappropriation of funds deposited with or entrusted to a member of the Association by another member or by a person having a business relationship with the bus industry; b) Willful and wrongful refusal to pay for services rendered by another member or by a person having a business relationship with the bus industry, or a willful refusal to make arrangements for payment of such services; c) Wrongful failure to provide transportation or related services, as promised, and failure to make prompt restitution for any breach of a contractual obligation; d) Willful violation of Federal or State laws pertaining to the regulation of the intercity bus industry, including rules and regulations promulgated by the U.S. Department of Transportation, or applicable country laws, or; e) Systematic violation of rules, regulations, and policies of the Association.

Section 2. Charges of violation of the Association's Code of Ethics shall be presented to and reviewed by the Ethics Committee.

Section 3. The charges shall be referred to the Association's Ethics Committee, and the respondent shall be informed of the nature of the charges. Such notice shall be given by registered mail and shall advise the respondent of their right to appear and to be represented in person or by counsel before the Ethics

17 Committee. The Committee, under procedures prescribed by the Board of Directors, and with opportunity for the respondent to be heard orally and in writing, shall determine the appropriate disciplinary action, if any, to be taken and shall explain its reasons in writing. The action of the Ethics Committee may be appealed within fifteen (15) days to the Board of Directors. Either the Board or the Executive Committee acting in its stead may decide the appeal, and such decision shall be final.

The provisions of this section shall also govern the disposition of objections or complaints to applications for membership and complaints alleging that a member is no longer eligible for membership.

Section 4. When disputes among members and between members and the general public cannot be resolved by agreement, the President/CEO shall encourage the parties involved to submit the matter to arbitration by the American Arbitration Association.

ARTICLE XV SUSPENSION OR EXPULSION OF MEMBERS

Section 1. The President/CEO shall have authority to suspend or expel any member for non-payment of dues, lack of compliance with the applicable or prescribed national/state/provincial regulations, and enforcement of violations of the code of ethics, these bylaws and association policies.

ARTICLE XVI AMENDMENTS

Section 1. These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted by the affirmative vote of a majority of the Board of Directors present at any regular or special meeting at which there is a quorum, provided notice of proposed alteration, amendment or repeal of the proposed Bylaw be included in the notice of such meeting.

ARTICLE XVII SUPREMACY OF LAWS AND ARTICLES OF INCORPORATION

Section 1. Nothing in these Bylaws shall be deemed to contravene any applicable provision of law or of the Articles of Incorporation.

18 AMERICAN BUS ASSOCIATION, AMERICAN BUS ASSOCIATION FOUNDATION AND NATIONAL BUS TRAFFIC ASSOCIATION ANTITRUST GUIDELINES

It is the policy of the American Bus Association ("ABA"), American Bus Association Foundation (“ABAF”) and the National Bus Traffic Association ("NBTA") to conduct their operations in strict compliance with the antitrust laws. No ABA or NBTA activities shall create even the appearance of a violation of the letter or the spirit of the antitrust laws. These antitrust guidelines shall apply to all meetings of the ABA, ABAF and NBTA, including committee meetings, and in connection with any social and other informal gatherings incidental to ABA, ABAF or NBTA-sponsored meetings or activities.

Members should be especially careful to observe these antitrust guidelines at informal gatherings and in discussions outside of the formal ABA, ABAF or NBTA meetings. Most often, problems under the antitrust laws arise not in scheduled meetings but in discussions that occur outside the meeting setting. Members should not engage in improper discussions either inside or outside the formal industry meetings.

A. Meetings shall be held only when there are proper items of substance to be discussed which justify a meeting. Prior to every meeting, a written agenda and notice of the meeting shall be sent to every member of the group scheduled to meet. The agenda shall set out the topics for discussion, and may, if necessary, be reviewed and approved by counsel prior to distribution.

B. Participants at the meeting shall adhere to the topics listed on the agenda.

C. Minutes shall be kept at every formal meeting, and written copies of the minutes shall be distributed to each participant at a meeting.

D. An ABA staff member shall attend all meetings. It may also be appropriate for ABA counsel to attend some ABA committee meetings, including meetings of the Board of Directors and the Executive Committee. E. A copy of these antitrust guidelines shall be made available to all participants at all ABA, ABAF and NBTA meetings.

F. If a member raises a subject of doubtful legality for

19 discussion at a meeting, he or she shall be told immediately that the subject may not be a proper one for discussion, and consideration of that issue shall cease. The particular subject will be referred to counsel, who will advise on the propriety under the antitrust laws of consideration of the subject by ABA.

UNACCEPTABLE TOPICS OF DISCUSSION

In general, discussions at any meeting, "rump session" or social gathering that constitute or imply an agreement or understanding concerning the following topics, are strictly prohibited:

* prices, discounts, or terms or conditions of sale;

* profits, profit margins, or cost data (including wage and salary rates, equipment prices, or other actual elements of costs);

* market shares, sales territories, or markets;

* allocation of customers or territories;

* selection, rejection, or termination of customers or suppliers;

* refusal to deal with suppliers, customers, or other competitors;

* restricting the territory in which a company may provide products or service;

* bidding or refraining from bidding to provide products or service; or

* any matter that is inconsistent with the proposition that each member company of ABA, ABAF or NBTA must exercise its independent business judgment in pricing its services, dealing with its customers and suppliers and choosing the markets in which it will compete.

EXCEPTIONS TO THE GENERAL RULES REGARDING UNACCEPTABLE TOPICS OF DISCUSSION

There are several exceptions to the prohibition on discussing the above topics:

A. ABA Government Affairs Activities. ABA's members may jointly discuss and implement ABA's government affairs policies. ABA members may be allowed to discuss the above topics in the context of a legitimate effort to affect legislation or regulatory policy of the government, and to work together towards these goals.

B. Industry Data Collection. ABA, ABAF and NBTA may collect historical information from members on operations, costs, revenues, use of technology or equipment, and other matters, for

20 preparation of industry studies or the publication of statistics relating to the industry as a whole.

C. NBTA Collective Activities. NBTA may publish and distribute guides outlining certain standardized industry practices, related to the transactions and procedures necessary for the operation of the Interline Revenue Clearinghouse. Those discussions which are intended and designed to facilitate the coordination and operation of interlining passenger service providers may be acceptable on a limited basis, provided that competitive terms are avoided. These acceptable topics include:

a. through routes; b. mileage guides; c. rules; d. reclaim formulas and procedures; e. terminal facility locations and facility accessibility features; and f. the procedures for joint consideration, initiation or establishment of the matters in 1 through 5, above.

This limited immunity from the antitrust laws applies only if certain legally required procedures are used for the discussions and process of evaluation at NBTA meetings. Accordingly, NBTA meetings to consider such issues in a collective format may be conducted only in compliance with these procedures. These procedures will be reviewed by NBTA staff and, if necessary, by NBTA counsel prior to each meeting at which these subjects will be reviewed.

D. Pooling Agreements. Individual member companies may also receive immunity from the antitrust laws to discuss and enter into agreements to pool or divide traffic, services, or revenues. These discussions must be intended and designed to lead to an agreement that will be submitted to the Surface Transportation Board of the U.S. Department of Transportation for approval.

E. Vendor-Vendee Discussions. In some circumstances, it may be acceptable for member carriers to form buying cooperatives to purchase products or services jointly from industry vendors. These collective discussions and agreements are, in general, acceptable under the antitrust laws, although they should be reviewed with counsel as to the structure and method of implementation.

21

BOARD MINUTES ABA Marketplace Board Meeting January 25, 2019 Louisville, KY

Members in Attendance Douglas Anderson David Eaton Peter J. Pantuso, CTIS Chris Anzuoni Ronald L. Eyre John H. Percy, Jr. Eugene J. Berardi, Jr. Terry Fischer Peter A. Picknelly Bill Blankenship Alan Glickman Karen Sanders Ben Blunt Kim Grzywacz, CTIS Mikie Shepler Harry W. Blunt, Jr. James Jalbert Chris Shepler Stephanie Brooks Thomas G. JeBran Ian Smart Linda Burtwistle Daryl G. Johnson Linda Spruill, CTIS Mike Butts A.J. Kinney Francis Tedesco Bryan Cole Stephanie Lee William Torres, Jr. Julia Conway John R. Meier Francois Tremblay Dane Cornell John Miller Nicole Twigg, CTIS Donald A. DeVivo Ronald R. Moore Steve Woelfel Warren Dickinson Thomas Morgan Charles T. Young, Jr. Mike Dickson Camilla Morris, CTIS

Members Not in Attendance Michael Colborne Craig Lentzsch Al Spence Tony Fiorini Thomas Morgan Steve Haddad Polina Raygorodskaya Guests & Speakers Ronald R. Bast Jack Forbes Charles Nolen Alex B. Berardi Nicole Fritz Al Smith Jonathan Berzas John Henry Gregory Tedesco Luke Busskohl Scott Henry, Jr. Karen Williams Roman Cornell Matthew Moore Tom DeMatteo Ryan Nicklin Staff Eric Braendel Andrew Newhart Lia Zegeye Lynn Brewer Suzanne Rohde Brandon Buchanan Richard P. Schweitzer

22 Opening Remarks

ABA President and CEO, Peter Pantuso, welcomed the board to Louisville, KY and explained that Chairman Don DeVivo would be joining later because of a travel delay. Peter welcomed the new board members and guests in the room.

Welcome to Louisville

Karen Williams welcomed ABA to Louisville for a second time. Karen discussed the renovations that the Kentucky International Convention Center had undergone since the last ABA Marketplace held in Louisville. Nicole Twigg explained how the proceeds from the ABA Gives Back Event would be used at the Backside Learning Center at Churchill Downs. Nicole played a video demonstrating the difference that the Backside Learning Center makes on the lives of the workers at Churchill Downs.

2019 Marketplace Update

Marketplace Chairman Kim Grzywacz provided the Marketplace Update. • Kim G. highlighted how social media has positively impacted connecting people at Marketplace in Louisville • There are 22 coach displays on the Marketplace floor, the most ever at Marketplace • There are 88 signed sponsorship contracts with 18 new sponsors in 2019 o MCI has become the sponsor of Women in Buses • Kim noted that the Impexium Database could not accommodate Marketplace 2019, so TEAM was used for Marketplace in Louisville. Approval of the Meeting Minutes

A motion was passed to approve the minutes from the ABA Fall Board Meeting in Sonoma, CA.

President’s Report

ABA President & CEO Peter Pantuso covered the following subjects during his report: • Peter Pantuso began his report by noting that the Board Meeting would be shortened this year so that a CEO Roundtable discussion could take place. • Pantuso mentioned that the 4th quarter of 2018 was an especially busy quarter for the Government Affairs team • ABA has maintained the same number of staff, but Jake Argarin has moved from the Meetings Department to the Membership Department • ABA saw a $190,000 net loss in 2018. Increased spending on lobbying and government affairs can account for some of this loss. • Marketplace locations have been secured for the next few years. ABA will be travelling to Omaha in 2020, Baltimore in 2021, Grapevine in 2022 and Downtown Nashville in 2024. There is a vacancy for 2023, and Peter Pantuso and Lynn Brewer are looking to

23 take into account new factors, such as weather and event space, when making the ultimate determination on a Marketplace location. • Government Affairs and Policy- Peter Pantuso talked about the efforts of the team that have gone into lobbying efforts in 2018, however he also pointed out that the last two Congresses have had difficulties passing spending bills. Pantuso stated that ABA has been receiving responses from some of the 20 transportation agencies that the Board has written letters to regarding relative transportation pricing compared to public transit. • Communications- ABA has put out a couple of statements in the past quarter, including a message to Representative Bill Shuster. ABA also issued a statement about the impact that the Federal Government Shutdown has had on ABA’s members. The communications teams has also started a “chat function” on the ABA website. • Foundation- The Foundation has been more focused recently on long-term giving. Two anonymous donors have donated $500,000 to the Foundation on the basis that they will give two dollars for every dollar the association raises. “Scholarship-in-a-Box” has been added to the scholarship program for 2019. Counsel’s Report

General Counsel Rick Schweitzer provided an update. • Rick began his presentation by reminding the board that the meeting would be conducted under ABA’s anti-trust laws. • Rick reminded the board that any highways built using funds from the FAST Act have to give the same toll price to motorcoaches as they would to transit buses. • ABA sent letters to 20 different tolling facility operators in 2018 inquiring about the ways in which they were charging motorcoaches that came through their facilities. o Massachusetts DOT had a few facilities that proved to be an exception to complying with the FMCSA Regulations, and a few ABA Board members sent letters asking the Massachusetts DOT to comply o There is an ongoing discussion between the Massachusetts DOT and the FMCSA about whether the three facilities in question should be treated the same way as the rest of the facilities. o Rick cited the bridges in Louisville as an example of recent success when it comes to engaging regulators. • Rick spoke about the pre-emption petition that has been filed about buses at the San Francisco Airport, and expects the petition to be positively received. • Rick also talked about the impact of California’s “Meal and Rest Break Rules” on the industry Scheduled Service Council Report

The Scheduled Service Council Report was presented by Board Member T.J. Morgan. • T.J. Morgan began by explaining that the tour and regular route meetings were combined because so many of the same factors are present in both industries.

24 • Board Member Terry Fischer has been experiencing issues with his “Polyad” group at National Parks • T.J. mentioned that there has been a decline in passengers going to Chicago as a byproduct of the “Party Bus Ordinance” in the city • Mr. Morgan stated that he thinks that retaining bus drivers has been a major obstacle for operators Governance Committee Report

Committee Chair John Meier presented his report on the Governance Committee to the Board. • John Meier relayed that Mike Butts of Visit Charlotte, Nicole Twigg of Louisville Tourism, and Tony Fiorini of Silverado Stages were scheduled to rotate off the Board of Directors. • John Meier also reported that Johnathan Berzas of Fullington Trailways, Cindy Brown of the Boston Ducks, and Kim Grzywacz of CIT Signature Transportation have been recommended as potential members of the Board of Directors. Luke Busskohl was recommended to serve as the 2020 Marketplace Chairman. • John stated that Ron Eyre from Eyre Bus would be departing the Board of Governors. Pete Smith of Smoky Mountain Resorts will be added to the Board of Governors. • John Meier added that Ron Moore will no longer be eligible for the Executive Committee due to term limits. Ben Blunt will be recommended for the Executive Committee as a Fixed-Route Representative. Steve Haddad will roll off the Executive Committee at the end of his second term. Bill Torres will be added to the Executive Committee for the At- Large Position. Michael Colborne will be added to the Executive Committee as a Permanent Invite Guest. The Board of Directors Voted to Approve the Proposed Representatives for the Board of Governors.

BusPAC Committee Report

The BusPAC Report was presented by Committee Chair Peter Picknelly and ABA Senior VP of Government Affairs and Policy, Suzanne Rohde. • Peter Picknelly reported that BusPAC has $230,000 in the bank o BusPAC raised $74,000 and spent $52,500 in 2018 o Peter Picknelly noted that amount raised fell short of the $100,000 goal set at the beginning of the year • Picknelly pointed out that 61% percent of the ABA Board of Directors contributed to BusPAC o 65% of eligible board members participated • Picknelly shared that BusPAC contributed fairly evenly to both of the major political parties

25 • Peter Picknelly advocated for 100% Board support in the future, highlighting the Administrative Fund that allows participation from Board members who already contribute to another PAC as well as non-U.S. Board members

Environmental Committee Report

TJ Morgan delivered the Environmental Committee Report. • The ABA Environmental Committee met on January 11th to discuss the applicants for the winners of the Green Spirit Award o T.J. Morgan announced that the winner of the 2019 Green Spirit Award is MTR Western Finance and Budget Report

ABA CFO Eric Braendel gave a financial report. • The ABA Revenue for the year ending in December 2018 was $6,265,000 o The 2018 revenue came in $270,000 below what had been budgeted for the year o Eric Braendel noted that this can be attributed to the lower than expected revenue from ABA Publications as well as lower than expected revenue from ABA Marketplace 2018 in Charlotte o Other income for 2018 was about $200,000 ahead of budget . This line item is composed of three things: • Contract services • Affinity Income from partnerships with other entities • Subleasing space for the 111 K Street ABA Office • Expenses for 2018 were $6,455,000, meeting the expectations of the budget • ABA’s Investment Portfolio for 2018 had losses of about $320,000 o ABA’s Portfolio Market Value at the end of December 2018 was $4,650,000 • BusWorld estimates that BusWorld Academy at ABA Marketplace in 2020 will have expenses around $50,000 o BusWorld and ABA believe that raising $50,000 in sponsorships will be attainable

Bus Industry Safety Council (BISC) Report

BISC Chairman Al Smith provided an update on BISC. • Al Smith reminded the Board that Loretta Bittner from FMCSA is a member of the BISC Executive Committee, and helps to update the council on regulatory change • Al Smith stated that a highlight from 2018 was a November webinar presented by J.J. Keller on OSHA • Smith shared that the BISC Chairman participated in a Fall Meeting in which the NTSB had a broadcast with around 375 attendees nationwide

26 • BISC has added two at-large committee members in the last year o Eric Gregory has been added as a representative for BISC West o Ronna Weber has been added as a representative from the School Bus Council • Pam Martinez will be the BISC chair for 2019

Strategic Safety Committee Report

Alan Glickman delivered the Strategic Safety Committee report. Items covered include: • Alan Glickman stated that revenues for BISC in 2017 were $39,000 and expenses were $81,000 • Glickman highlighted that revenue in 2018 for BISC was $55,000 with expenses of $56,000 o Glickman expects that BISC will break even in 2019 Time & Place Committee Report

Gene Berardi provided the Time & Place Committee Report. • 2019 Board Meetings st o Spring Meeting – May 1 in Washington DC at the Capitol Hilton o Fall Meeting will be at the Breakers Hotel in Palm Beach, FL • 2020 Board Meetings o Spring Board Meeting will take place at the Conrad Hilton in Washington DC o Fall Board Meeting will take place in Asheville, NC • 2021 Board Meeting o Spring Board Meeting will be back at the Conrad Hilton in Washington DC • Upcoming Marketplace destinations o 2020 will be in Omaha, NE o 2021 will be in Baltimore, MD o 2022 will be in Grapevine, TX o 2023 is still be determined o 2024 will be in Nashville, TN Government Affairs and Policy Report

ABA Vice President of Government Affairs and Policy Suzanne Rohde provided an overview of 2018 government affairs activities and an outlook on prospective 2019 activities. • Suzanne Rohde reported that the Democrats regained control of the House of Representatives by gaining 40 seats • Rohde noted that the government has been in a partial shutdown, as Congress had not approved all of the appropriations bills for the year o Rohde pointed out that FMCSA was still running despite the Department of Transportation not being funded • Rohde mentioned that ABA is aggressively engaged on the content of the 2020 Appropriations Bill

27 • Suzanne stated that ABA would be pushing for a $7 million security grant for the next year’s Appropriations Bill • ABA has met with the Acting Secretary of the Department of Interior on the impact of NPS policies • Suzanne Rohde says ABA will want to keep an eye on whether the 2020 Infrastructure Bill will also include funds for resurfacing • ABA will pay special attention to tolling for the 2020 Infrastructure Bill • Rohde noted that ABA had been kicked out of discussions at the last minute regarding the FAA reauthorization bill in the Fall of 2018 • Rohde stated that ABA has made clear that the National Park Services will not eliminate their $20 million backlog on the backs of the bus industry • UCR fees for 2019 will be lowered down to the 2017 levels, and the fees are expected to drop again for 2020 • Rick Schweitzer made note that marijuana is still a “schedule 1” drug according to FMCSA, despite the substance being decriminalized and legalized in various states

Membership Report

Lia Zegeye, ABA Senior Director of Membership, presented a report on the state of membership. • Lia Zegeye emphasized the importance of recruiting members at industry events • Zegeye stated that the membership department will look to be accommodating in the ways in which it sends invoices to members looking to renew their memberships • Zegeye stressed the importance of making sure the Impexium Database has the correct information on ABA member companies • The membership department will look to publicize events that will add value for members • Zegeye underscored that the two most important goals for the department are retention and growth • The membership department will place an emphasis on attending events that will have a robust ROI for ABA • Each of the ABA membership counts for 2018 showed slight increases o The overall retention rate for 2018 was 91%

A motion was made to amend the slate of ABA Board Directors so that Dane Cornell would relinquish his seat on the Board. The motion was approved unanimously.

ABA Foundation Report

Mr. DeVivo introduced ABA Foundation Chairman Tom JeBran for a report on the Foundation. • Tom JeBran highlighted ABA Foundation Vice Chairman John Percy’s Pick-a-Purse idea that has been successful in raising funds at the 2019 Marketplace • JeBran shared that the Foundation has implemented the “Scholarship in a Box” program

28 • The Foundation has committed $100,000 a year for a five-year period ending in 2020

Hispanic Motorcoach Council Report

HMC Chairman Bill Torres provided an update on the Hispanic Motorcoach Council and discussed the Marketplace meeting and other upcoming meetings in 2019. Bill stated that the 2018 HMC Meetings in Miami and Laredo had very good attendance. In the year ahead, HMC will look to work with Customs and Border Patrol on border transportation issues.

The Board went into closed session. The meeting was adjourned.

29

ABA Executive Committee Agenda Capital Hilton May 2, 2019

In addition to the items on the Board of Directors agenda that will be reviewed during the Executive Committee meeting, the following issues will also be considered and discussed during the Executive Committee meeting.

Other than ABA staff/personnel discussions, all topics typically covered during the ABA Executive Committee will be discussed during the two days of Board meetings.

Any topics that come up during the Board meetings that need additional clarification or discussion will be discussed during the Executive Committee and staff will be available as needed.

1. Review of Personnel 2. President’s Goals and Review 3. New Business 4. Executive Session 5. Adjourn

30

ABA Staffing

ABA President & CEO NBTA President ABA Foundation President Peter Pantuso, CTIS (202) 218-7206 Director, CFO Senior VP, Director, VP Government Communications Senior Director, Meeting, Events Program NBTA Affairs and Policy & Media Membership Coordinator & Education Engagement Suzanne Rohde Relations Lia Zegeye Eric Braendel Lynn Brewer Brad Tucker (202) 217-7224 Melanie Hinton (202) 218-7234 (202) 218-7251 (202) 218-7206 (202)218-7226 (202) 218-7220 Senior Director, Director, Meetings, Events Director, Regulatory Communications Director, Policy & Membership & Program Accountant Technology & Affairs & Marketing Legislation Business Specialist Education Associate Ken Nasse Executive Director Development BISC Andrew Newhart Shea McConnell (202) 218-7215 Vicki Osman, Erin Birmingham (202) 218-7227 Roderick Lewis (202) 218-7222 CTIS Brandon Buchanan (202) 218-7246 (202) 218-7216 (202) 218-7230 (202) 218-7213 Coordinator, Meetings and Events Membership & Corrdinator Database Mary Ellen Wyrick Jake Argarin (202) 218-7244 (202) 218-7209

NBTA Staffing SIUSA Staffing ABA Foundation Staffing FMA Staffing

Eric Braendel Eric Braendel Brad Tucker Brad Tucker Brandon Buchanan Shea McConnell Eric Braendel Eric Braendel Shea McConnell Lynn Brewer (202) 898-2700 (202) 898-4690 (202) 218-7206 (202) 218-7206

31

President’s 2019 Goals ABA Board of Directors’ Meeting

32

Goal(s) Measure of Success/ Performance Target Performance (entered at start of year)

1) Government Affairs and Policy - Provide appropriate policy development, oversight, and staffing, including outside resources when needed, to achieve success 5 - Develop the strategies to ensure that ABA achieves -Advance legislation when appropriate to slow or enhance pending regulations Outstanding its legislative goals during transportation impacting the motorcoach and tour operators’ businesses reauthorization - Hold regular meetings and calls with the appropriate departments and agencies - Work with the ABA Policy Committee to develop that impact motorcoach operations and travel appropriate policies - Through BISC and BusMARC, help educate agencies on the operational realities - Meet regularly with members of Congress, of the motorcoach industry and be proactive regarding safety operations and 4 coalitions, the departments of Transportation, equipment Exceeds Homeland Security, EPA, OMB, the Administration, - Develop and/or work with coalitions and others - Continually increase participation at BISC and BusMARC - Utilize outside counsel where and when - Provide comments to pending regulations and review final and proposed rules to appropriate to enhance GAP efforts and performance see if ABA comments were adopted - Identify the list of pending and proposed regulations, those that have been 3 adopted, those that moved to proposed regulations, and where ABA’s input was Target Regulatory Affairs considered

- Work with the federal agencies responsible for bus Achievements: April 2019 safety including FMCSA, NHTSA, and NTSB - Work with other like-minded associations, • Engaged Department of the Interior and the National Park Service multiple 2 organizations and coalitions on safety-related times about the increase in park fees, the CUA fees, per person fees and Mostly Meets matters parking management programs and certain parks - Ensure that the GAP staff is fully engaged in the • Worked with the House and Senate appropriations committees to get $7 regulatory process and is networking with regulatory million in funding for motorcoach security and to block the NPS fees until agencies. such time that the NPS worked with industry • Held multiple meetings with FMCSA staff and Hill staff regarding the Lease 1 & Interchange rule and the agency’s claim that there will be a revision Does Not Meet soon • Brought key ABA members into D.C. for Hill meetings with key members of the House Appropriations Committee • Met multiple times with the chief counsel of FMCSA on issues of interest Weight to ABA members and the motorcoach industry • Held meetings with NHTSA related to seatbelts on entertainer coaches 35% • Held successful BISC and BusMARC meetings in Louisville

33 • Continued to track and work with BANY and other northeast bus associations on congestion pricing in NYC and provided financial assistance to BUS4NYC

34

Goal(s) Measure of Success/ Performance Target Performance (entered at start of year)

2) Meetings and Conventions Meetings and Conventions - Work with the Strategic Marketplace Committee and staff to continue to grow 5 - Make certain that Marketplace continues to be the Marketplace, Busworld and other events in terms of participation and net revenue Outstanding dominant industry group travel show and becomes a - Continue to provide a Marketplace that creates perceived value for all ABA dominant motorcoach event for operators members and potential attendees, both member and non-member - Identify the trends and changes to the market that - Begin to use technology, education, speakers, etc. to create a “must attend” can have an impact on Marketplace net revenue atmosphere for operators and suppliers - Create opportunities to enhance the perceived - Attract more overseas buyers to Marketplace and participants to Busworld 4 value of Marketplace to all potential attendees from portions of the show Exceeds every industry segment - Achieve financial success by increasing attendance Communications and Publications and sponsorships, and holding/reducing costs - Regularly reach out to the bus and travel trades and national transportation - Continue to look at opportunities to attract media, and other electronic media, bloggers and others to get stories placed additional groups to be a part of the show and look - Be available 24/7 and call companies when we become aware of an accident 3 at opportunities to “merge” shows - Reach out to other associations to look at communications programs that might Target - Secure cities to host Marketplace for 2023 and 2025 be a model for ABA - Provide regular web traffic metrics that measure ABA’s performance in the Communications and Publications market and against competitors - Work with publisher to increase net revenue, monitor their success, and make - Develop a broad communications vision that changes if necessary 2 supports all aspects of ABA and has a marketing - Continually provide updates on net revenue from publications, less allocated Mostly Meets focus internal costs - Maintain active relationships with trade and national media and communicate regularly on issues Membership of interest - Attend state and affiliate association meetings, especially where opportunities to - Continue to provide media support to all members present are available to reach members and grow membership 1 and the motorcoach industry when significant events - Review the direct and indirect impact on ABA membership of including Does Not Meet (accidents) or other crises occur participation of outside organizations and ABA councils - Complete and launch the ABA website redesign - Make certain that ABA affiliate organizations are part of the membership - Oversee all ABA publications, ensuring that content strategy is member-driven and valued, and that advertising - Work with ABA’s database vendors, Impexium and TEAM, to ensure integration Weight for all publications, trends upward and a positive customer/member experience - Improve media outreach and incorporation to all 45% elements of marketplace and Busworld

35 Membership Achievements: April 2019

- Expand the membership in every segment Meetings and Conventions - Look for additional opportunities to get ABA’s • Concluded a very successful Marketplace in Louisville with high reviews message in front of existing members and prospects and engagement by members - Develop strategies to reach underserved members • Transitioned sponsorship activities from Lexington to the ABA and prospects from regions and segments that ABA headquarters in Washington, DC does not always have a strong presence in • Raised over $21,000 for ABA Gives Back at Marketplace - Implement strategies to onboard new members, • Attracted 20 new sponsors to Marketplace remain connected with them throughout the year, • Changed the look and feel of the business floor at Marketplace and enhance the overall member retention • Held a two-day Marketplace planning meeting and committee meetings in Omaha • Celebrated the 30th anniversary of the CTIS program

Communications and Publications • Worked with GAP and several trade press to put a spotlight on the NPS issues and fees • Provided information about the Canadian Carbon Tax to members • Worked with the meetings department to promote Marketplace onsite and since January began promoting Omaha with the OMGomaha! Message • Continued to support the ABAF efforts to market the scholarship program through the “Scholarship in a Box” and in direct messaging, and supported the fundraising efforts • Issued 15 press releases, grew social media presence since January and were mentioned in 316 news articles that covered Marketplace • Partnered with INLOop to publish the Insider, a $50,000 savings to ABA • Assisted four companies with communications support • Utilizing direct mail services of Informz, tracking member engagement to better identify those members that may need added attention because they are not receiving or opening email and publications • Developed a communications plan for Marketplace 2020, using Marketplace Chair Luke Busskhol with a local message about all that Omaha has to offer • Began working on a new Marketplace Journalist Program • Working with Busworld staff in Belgium to help promote Busworld North America • Produced an electronic ABA Annual Report

36 Membership • Saw year on year growth of membership • Increased membership by 48 members since January 1st • Attended 4 conferences in Q1 and planned out ABA’s show participation for the remainder of 2019 • Developed a list of membership opportunities for the west coast and for competitor associations • Continuing to enhance the on-boarding process for new members with membership certificates, webinars and other activities that touch new members regularly • Working to reestablish an ABA on the Road and visit areas that have pockets of members and that are active and engaged supports of the association • Reengaging the ABA membership committee • Expanded ABA’s presence at IPW with a triple booth and 9 operators • Continuing to support meetings and associations with sponsors when there is an ROI to ABA • Cleaning up the membership database by researching and eliminating duplicate accounts and completing accounts that have incomplete information

37

Goal(s) Measure of Success/ Performance Target Performance (entered at start of year)

3) Financial/Oversight - Achieve a net revenue number that matches or exceeds the annual budget - Hold annual meetings or finance-related committee meetings with detailed 5 - Manage the ABA, ABAF, NBTA and auxiliary budgets reports, and hold meetings with Goldman Sachs staff to review investment Outstanding under ABA management, ensure timely reporting, and policies and results work with bank managers at Sandy Springs Bank and - Work with the ABA auditor to ensure a “clean” audit with no management investment managers at Goldman Sachs issues or management letter - Work with the ABA and ABAF Treasurers, and with - Make certain that financial processes and procedures meet best accounting the organizations’ Finance and Budget, and practices and standards to improve controls and staff efficiencies 4 Investment Committees - Provide regular updates on ABA’s financial position to the Treasurer, and Exceeds Finance and Budget Committees

Achievements: April 2019 • Concluded the 2018 Audit for ABA and ABAF and held conference calls with the ABA and ABAF finance committees 3 • Completed transition of ABA finances to Sandy Springs Bank Target • Began preliminary discussions with multiple banks regarding refinancing of ABA’s mortgage loan, which must be refinanced by 12/2021

2 Mostly Meets

1 Does Not Meet

Weight

10%

38

Goal(s) Measure of Success/ Performance Target Performance (entered at start of year)

4) Special Programs and Projects - Work with IMG to ensure participation at BISC and BusMARC every other year - Survey BISC and BusMARC participants to determine the perceived value of both 5 - Provide leadership to the ABA Foundation programs and provide input to the planning and scheduling Outstanding - Create meaningful and valuable programs around - Ensure that BISC and BusMARC programs and direction are integrated with ABA BISC and BusMARC - Work to ensure BISC and BusMARC are self-sufficient through registrations, - Work with Busworld and the Busworld Academy on reduced costs and/or sponsorships preparations for 2020 and 2021 - Work with other small organizations to incorporate them or provide support, if - Continue to support and attract new organizations to it fits with ABA’s overall mission 4 be a part of ABA (like Skål and Florida Motorcoach - Make certain that Busworld and the Busworld Academy are integrated (and Exceeds Association) that add revenue and expose companies separate when appropriate) into the Marketplace program to achieve optimal to ABA participation and support from the industry

Achievements: April 2019 • Began discussions with IMG to secure their participation at Marketplace 3 in 2022 and 2024 in addition to 2020 Target • Initiated discussions with BISC and BUSMARC to ensure that 2020 sessions, held in January, are integrated and not conflicted with the Busworld Academy

• Began reaching out to other organizations including APTA and CTAA and 2 other vendors and as well as speakers to participate in the Busworld Mostly Meets Academy in 2020

1 Does Not Meet

Weight

5%

39 Measure of Success/ Goal(s) Target Performance (entered at start of year) Performance

5) Organizational Management/Strategic Planning - Match the staff with the needs of ABA, make changes where needed, and ensure stability 5 - Maintain an effective and engaged staff that is - Continue the annual process of reviews, looking at staff self-evaluations, Outstanding responsive to the needs of the association and measured against the Strategic Plan, and department evaluations to understand membership, engaged in all aspects of ABA, and works the level of engagement, strengths and weaknesses of every employee as a team

- Examine ways to streamline ABA operations 4 including outsourcing and technology, while Achievements: April 2019 Exceeds maintaining successes and effectiveness • Began moving the internal operations to a higher level of technology - Work with the ABA Board to annually update the including a communications system and invoice payments that are now rolling 3-year Strategic Plan and manage performance done remotely through a third-party vendor against the plan • Encouraged all committee meetings and other meetings to be done using - Look for additional ways to leverage technology to video conferences in place of just audio conference calls 3 enhance the member experience and to provide • Continued to measure staff efficiencies and successes against the Target valuable content for members Strategic Plan • Hired for an entry level staff member who departed • Restructured ABA sponsorship following the departure of Jana Fields. Sponsorship sales are now done in Washington DC through the Moery 2 Group with fulfillment handled by the meetings department Mostly Meets • Created a CEO-only education session at Marketplace using four attorneys from across the country discussing transition and legal issues

1 Does Not Meet

Weight

5%

40 American Bus Association Strategic Plan Draft 2018-2020

Prepared by Rick Goldstein Kensington Consulting Group, Inc.

41 Mission

The mission is the fundamental purpose, which is consistent over many years

ABA is committed to maximizing the success of its bus, tour and travel members by: Draft •Representing industry in the government policy arena New •Facilitating industry buyer-seller interface Mission •Support industry through engagement, research & education of members to help improve their success

Situation Strategic Balanced Mission Analysis Objectives Scorecard Strategy Why we Strengths, Specific How we track exist weaknesses, desired progress as we opportunities outcomes Integrated set of choices implement the & threats, vs. designed to meet plan marketplace, objectives shapes the strategic focus 42 Strategic Objectives

Specific results which can be measured. May change in 3-5 years.

1. Provide a unified, influential voice with a focus on key issues that impact our members 2. Engage and grow ABA membership Strategic 3. Deliver the leading marketplace for member buying/selling Objectives 4. Support the work of the ABA Foundation 5. Publish information to advance the bus and travel industry 6. Evolve the ABA organization capabilities to meet member needs

Mission & Situation Strategic Balanced Values Analysis Objectives Scorecard Strategy Why we Strengths, Specific How we track exist weaknesses, targets progress as we What we opportunities Integrated set of choices implement the believe, & threats, vs. designed to meet plan how we marketplace, objectives behave shapes the 43 strategic focus Summary of Strategy

Summarize strategic intent

Serve as an indispensable resource for: Strategy • Motor coach industry advocacy • Facilitating member buying/selling through Marketplace and other opportunities

Mission & Situation Strategic Balanced Values Analysis Objectives Scorecard Strategy Why we Strengths, Specific How we exist weaknesses, targets track What we opportunities Integrated set of progress as believe, & threats, vs. choices designed we how we marketplace, to meet implement behave shapes the objectives the plan strategic focus 44 Government Affairs

1. Strategic Objective: Drive the legislative and regulatory oversight framework at all government levels to eliminate the obstacles and promote the success of our industry Targets for 2020 → Change/modify existing regulations: report on successes → Legislative impact on industry: report on successes Staff Engagement → Prevent onerous/burdensome regulatory actions: report on successes → Resource management in support of Government Affairs targets Strategies → Staffing: Maintain a strong internal group complemented by use of outside counsel → Added K&L Gates in addition to Capitol Tax → Create member engagement & understanding, so they participate in advocacy efforts → Open operator meeting at Annual Meeting & Marketplace to increase participation → Continued to present at state associations. Hold quarterly calls with state associations. → Orchestrate one on one member meetings with targeted legislators and regulators - Held targeted Congressional transportation leadership meetings with ABA leaders → Coalition building to enhance our positions → Seek to provide unified voice (Re-engage with UMA on coordination) → Continued to track and work with BANY and other northeast bus associations on congestion pricing in NYC and provided financial assistance to BUS4NYC 45 → Gather and use data that supports our advocacy efforts – Data Access issues, National Parks, NAPITA Government Affairs

Strategies → Conduct research to support policy development in coordination with the Foundation with the objective of repealing/modifying regulations and preventing promulgation of burdensome regulations → Ongoing evaluation of opportunities and threats that could have policy impact Staff Engagement → Monitor/Review Executive Branch regulatory reform efforts → Review existing regulations; identify regulations for repeal/modification; communicate list to appropriate agency or file petition → Track government-wide, agency new administrative actions, engage in rulemaking process as appropriate → Develop/enhance agency relationships → Participate in advisory groups, negotiated rulemakings and other agency meetings – ABA holds seats on the FMCSA Advisory Council and the Travel and Transportation Infrastructure Committee → Facilitate agency information gathering → Engage ABA membership in efforts to identify regulation for repeal/modification → Educate ABA membership on new administrative initiatives and engage membership in rulemaking process, as appropriate – Ongoing with ELDs and other requirements, monthly updates, conference calls, alerts and briefings

→ Met multiple times with the chief counsel of FMCSA on issues of interest to ABA members and the motorcoach industry. Held meetings with NHTSA related to seatbelts on entertainer coaches

→ Engaged Department of the Interior and the National Park Service multiple times about the increase in park fees, the CUA fees, per person fees and parking management programs and certain parks

→ Enlist Congressional support as necessary 46 → Provide scheduled reports on leadership and membership (and unscheduled reports, as appropriate) on regulatory activities to ABA leadership – Monthly GAP newsletter to Board and others, Board reports, tolling Government Affairs

Strategies Staff Engagement → Working with ABA leadership, develop/identify ABA legislative policy objectives, including opportunities and threats → Monitor and track legislative activity, seek alignment with ABA policy objectives → Worked with the House and Senate appropriations committees to get $7 million in funding for motorcoach security and to block the NPS fees until such time that the NPS worked with industry → Educate and work with legislative offices for support → Work with industry leaders to build, support and advance beneficial legislative activity or defend from negative legislative activity → Pursue coalition building to enhance policy positions – National Park fees, FAA and airport access issues, NAPITA → Continue to maintain and grow BusPAC, to support participation in Hill related events - $50,000 to date → Participate in Hill events and policy initiatives around D.C. : hearings, round tables, forums → Continue to grow and improve Fly-In participation – → Identify and facilitate research in support of legislative positions → Maintain strong internal communication, within GAP and ABA generally to ensure proper coordinator and effective execution → Continually evaluate capacity of GAP staff 47 → Ensure availability of appropriate information resources/services – Training, PAC software Government Affairs

Strategies Staff Engagement → Identify need for external resources (e.g. consultants, counsel, lobbyists) – K&L Gates and Capitol Tax → Work with state/regional association partners to expand resources and reach – Attending and sponsoring every state motorcoach association, when possible, and working with individual associations on common issues (examples: Midwest Motorcoach Assn. on the Chicago ordinance) → Continually evaluate/seek opportunities to build additional legislative/regulatory resource capability at existing ABA events (e.g. Marketplace, BISC, BusMARC etc.)

48 Engage and Grow Membership Base

2. Strategic Objective: Continue overall membership growth with focus on all current segments of the motor coach and travel industry Targets for 2020 →$ Dues Revenue (TBD) →Number of members by segment →Membership by The Numbers (Count comparison April 2018 vs 2019)

→Membership Category 2019 2018 →Allied Associations 58 57 →Associate 180 153 →Bus Operator 902 859 →Tour Operator 423 386 →Travel Industry 2,210 1,960 →Total 3,773 3,415 →Membership retention 90%+ 91% →Member engagement measured through association management (database) system (AMS) →Via Informz- a 3rd party marketing communications platform, we have instituted new procedures to help recruit, track campaign analytics, engage and retain members by segmenting content by contact’s interest.

49 Engage and Grow Membership Base

Strategies → Recruiting → Target potential members to attract to ABA in each membership category → Segmented prospect campaigns targeted: → West Coast Prospects: CA, CO, NV, OR, UT and WA → NTA members → Other leads acquired through Facebook, LinkedIn, Metro Magazine, ABA staff, & member referrals → 2019 ABA Marketplace nonmember motorcoach operators → Attended 4 conferences in Q1 and planned out ABA’s show participation for the remainder of 2019

Staff Engagement → Conduct pop-up calls to members per category to discuss ABA value. Use these findings in future promotional materials → Capture deeper information on members/prospects with new AMS system → Use promo codes to determine effectiveness of campaigns → We utilize promo codes as a method to identify the source of new members and potential market trends. → Segment travel types and target for membership using detailed operator member profile information

→ Targeting members in states and regions where staff are attending other meetings → Focus on the growing tour operator segment (buyers); define different types of tour operators (buyers) and determine membership types/levels when appropriate – MEMS has placed a priority on the Tour operator/Buyer segment by targeting potential members from industry conferences.

50 Engage and Grow Membership Base Strategies → Target potential members to attract to ABA in each membership category, cont.

Staff Engagement → Use Foundation research to enhance and serve DMO segment, national chains and corporate groups → Conduct a campaign to attract new travel members; utilize existing DMO’s and schedule meetings with prospects at their facilities → Utilize one on one membership efforts with existing members reaching out to prospects – Staff will be more strategic in identifying existing member relations with prospects → Target council members who are not members of ABA – Creation of the School Bus Council has enabled ABA to reach out to school bus manufacturers and school bus operators who also own motorcoaches. Bus manufacturers have already expressed an interest in participating. BISC and BusMARC continues to be a great recourse to recruit new members. State Associations and industry Meetings/Events Staff Engagement → Obtain conference attendee lists for member/nonmember for post conference follow up – Staff is making a point of getting lists and following up with attendees immediately after each meeting → Membership staff to attend state bus and travel association meetings when appropriate – Attending every meeting where is invited → ABA to sponsor industry meetings and hold “on the road” events → Information packet and target lists given to non-MEMS staff who are attending meetings → ABA staff provides the membership department with an attendee’s list for membership prospecting when available. In addition, non-memberhsip staff are provided membership collateral specific to the audience they are reaching out to. → Partner with state associations to offer dual memberships → Find ways to keep ABA memorable post-events51 and/or meetings Engage and Grow Membership Base

→Geographic and market segments where we are underrepresented Staff Engagement → Use existing data in coordination with ABA’s database to identify underrepresented geographic locations or areas and target companies within those regions → Use future Annual Meeting & Marketplace cities as locations for ABA On-the-Road and identify potential businesses for membership → MEMS has current membership campaigns targeting nonmembers located in the Kentucky area. → At travel/tradeshows, schedule appointments with prospects prior to show attendance – → MEMS has utilized appointment based prospecting at (3) of the industries largest shows: → Travel South – Biloxi, LA → IPW (US Travel) – Denver, CO → SYTA – Baltimore, MD

→ Use BISC and BUSMARC as a resource for new members and schedule meetings with non-member attendees → BISC and BUSMARC have been instrumental in providing new Motorcoach Operators and Vendors (Parts and Services, Finance, Insurance) into the membership prospect pipeline.

→Member-to-member recruiting Staff Engagement → Re-energize membership committee with new Member Get A Member campaign → Conduct incentivization outreach to increase ABA promotional efforts – Where appropriate, to attract targeted operators to take appointments at Marketplace, incentives are offered → Send personalized messages to prospects identifying existing ABA members in to establish credibility → Use ASAE’s Marketing & Membership “Collaborate” portal to get suggestions on Membership Committee activities/duties to see what other associations are doing to make their Membership efforts effective → MEMS continually utilizes ASAE’s Collaborate Communities: Greater Washington/National Capital Community, Membership Marketing, Marketing Section, Sales & Business Development, and Trade Association to identify impactful trends in the marketplace. → Use existing committee members to build comradery with new members to help build a strong, ongoing relationship with the ABA (reinforcing our presence in North America) → Assign ambassadors in segments of the country and utilize them to help recruit in their areas → Provide incentives to recruit new members and Marketplace buyers 52 Engage and Grow Membership Base

→ Recruiting, cont.

→ Hire/allocate a dedicated sales person to do membership recruiting Staff Engagement → Currently we have 2 full-time sales people – Using a consultant to help develop membership strategies, engaging Jeff Goldwasser to help reach bus operators, considering a western consultant to help reach out to tour operators, travel prospects and motorcoach companies → Use CEO more to help sell (personalized letters, phone calls, meetings, ,etc.) → Peter has been featured more often in email prospecting campaigns (cold emails/areas where he‘s speaking/appointment requests); personalized letters to specific audiences; phone calls, as well as within the member renewal process. → Segment sales by region –

→ Use manufacturer sales force as an extension of ABA with appropriate commissions/incentives Staff Engagement → Incentivize bus manufacturers’ finance, insurance and sales staff to attract new bus operator members – → Direct communication efforts to support membership, recruitment and retention efforts → Weekly communication to members with tips and benefits → Generate targeted messages to members with relevant issues → Utilize AMS to track the success of membership campaigns → Ensure staff is informed of ABA’s recruiting goals, efforts and incentives – All staff will be kept informed of progress and new members that come in to ABA

53 Engage and Grow Membership Base

→ Marketing → Publicize our story and fully use social media marketing and interactive communications → Social Media - Facebook & Instagram: In collaboration with the Communication's Department, membership targets Facebook & Instagram communities and is aggressively pursuing companies that are not ABA members. Staff Engagement → Share member stories from all segments of membership through close coordination with the Communications Dept. → To utilize media platforms and ABA’s communications’ vehicles to increase promotional exposure → Monitor social media to recognize and engage with members → Utilize a marketer or marketing firm to create new membership materials → Creating membership brochure → Electronic platform for member communication Staff Engagement → Utilize AMS system to create member groups and communities → Cleaning up the membership database by researching and eliminating duplicate accounts and completing accounts that have incomplete information → Collecting and sharing member operational issues and solutions Staff Engagement → Utilize AMS system and other resources to create a content and discussion platform for ABA 54 members to exchange information and solve problems Engage and Grow Membership Base

→ Membership satisfaction surveys Staff Engagement → Utilize AMS system to understand member engagement and score satisfaction with the goal of developing better ways connect with members

→ Additional Valued Services: Scholarship programs, Best practice sharing, Councils, Training programs Staff Engagement → Continue to create new educational and networking opportunities through Women in Buses – All Councils will be asked to create opportunities to attract additional members → Continue to utilize MKPL education speakers to create more educational opportunities for members

55 ABA’s Annual Meeting & Marketplace

3. Strategic Objective: Deliver the leading marketplace for member buying/selling

Targets for 2020 → $$ growth (TBD) → # of Attendees – Grow paid attendees and tour operators taking appointments by 10 percent → ROI for attendees

Strategies Staff Engagement → Target messages to each segment to increase participation → Utilize AMS to create targeted messages → Create and implement membership target categories (using titles) to customize messaging for a more personalized experience → Utilize AMS to track member engagement and reward participating members → Employing gamification options and creating a point system that rewards with engagement opportunities

56 ABA’s Annual Meeting & Marketplace

Strategies, Cont. →Require Board members to actively engage and participate in the product show and encourage operator participation Staff Engagement → Create panels/roundtables utilizing board members → Develop pre-show plan for board members to assist in marketing → Use testimonials from board members to promote the show → Require board members to work membership booth →Engage and attract the big 10 tour operators with individualized offers for each Staff Engagement → Survey travel industry members to identify operators that they would like to see at ABA events → Set up personal calls/meetings with ABA’s CEO to encourage Annual Meeting & Marketplace attendance → Personally invite operators, pair with an ABA mentor and incentivize when appropriate →Create more reasons for manufacturers/suppliers to be at the Annual Meeting & Marketplace and grow the associate/equipment side participation to attract more operators Staff Engagement →Create a robust one day exhibit show making ABA’s Annual Meeting & Marketplace a “must attend” event for operators → Re-examine RFP guidelines for timing/space → Draft budget that includes incentives and giveaways for associates → Examine associate full-week participation 57 ABA’s Annual Meeting & Marketplace Strategies, Cont. Staff Engagement → Create incentives for manufacturers to bring their operators and vendors → Meet with the manufacturers to determine appropriate incentives for their customers and themselves → Encourage manufacturers and vendors to meet at MKPL by providing appropriate space → Sell as sponsorship package and include product showcase time → Transitioned sponsorship activities from Lexington to the ABA headquarters in Washington, DC → Attracted 20 new sponsors to Marketplace in 2019 → Review BISC and BusMARC schedules to allow more educational opportunities and time on the floor → Conduct vehicle and vendor specific training on MKPL floor → Develop product showcase speaking events and use these as sponsorship opportunities →Operator exclusive special event along with educational offerings to draw more operators Staff Engagement → Utilize council and BISC meetings as educational opportunities for operators → Focus on operational education by expanding the definition to include technology, sales/marketing, small business training outside of BISC and BusMARC meetings → Create and implement a certification program for bus owners that set them apart as a trustworthy industry leader → Hold education sessions on the floor that help drive the bottom line (business, insurance, financial, sales) → Conduct vehicle specific/vendor specific training at winter meeting

→ Develop product showcase speaking opportunities58 → Promote the appointment show and how the tour operation can enhance a bus company’s business ABA’s Annual Meeting & Marketplace

Strategies, Cont. → Report on ROI and publicize this to attract additional travel participants Staff Engagement → Utilize post-marketplace research to capture sales and distribute information using a trusted third party → Employ Foundation research to help members justify their budgets and participation – ABA annually conducts an ROI study to measure the value members receive from Marketplace → Continue flexible pricing model Staff Engagement → BOGO for bus manufacturers/vendors → Maintaining competitive exhibit space pricing with other shows → Re-evaluate sponsorship program and pricing → Target value-added services e.g. buyers event for operators/equipment suppliers Staff Engagement → Create exclusive events for Buyers to network (not just breakfast) → Operator to operator sales options → Operator sharing sessions → ABA partners should have “show” specials and should be present at MKPL → Create engagement that programs that encourage operator booth attendance

59 ABA’s Annual Meeting & Marketplace

Strategies, Cont.

→ Partner with other shows/events; explore, determine best fit: reach out to their participants → Market the show to communicate the benefits to all target audiences Staff Engagement → Utilize social media and communication department → Use technology to create mechanism for year around member-to-member engagement Staff Engagement → MKPL webinars should only be for MKPL attendees → Create year-round access to operators who attend → Give attendees year round access to the MKPL complete research database → Utilize the “Marketplace App” all year → Consider an ABA App as the umbrella software application to help members connect year round

60 Foundation* 4. Strategic Objective: Support the work of the ABA Foundation Targets for 2020 Strategies →Communicate the Industry’s impact using Foundation’s data to enhance the advocacy efforts and support membership Staff Engagement → Create weekly #FoundationFriday Social Media posts – Foundation Fridays were an active part of the 2019 Auction activities → Blog monthly to highlight a Foundation project, Scholar, or ABA Foundation donor/sponsor → Highlighted scholars through 2018 in social media → Brand ABAF Research to highlight recent studies and impact reports → Engage and inform the ABA Foundation Board of Governors more effectively through quarterly conference calls to update on the Foundation’s ongoing projects → Coordinate with Foundation on research initiatives that will support advocacy Staff Engagement → Include ABA GAP and Communications staff members in regular meetings → In coordination with GAP develop specific research projects

61

*This strategic planning process was focused on ABA. The ABAF will conduct its own strategic planning exercise at a future date. Foundation

Strategies, cont.

→ Take a lead role in promoting and supporting fundraising efforts for research and scholarships Staff Engagement → Bolster the Foundation Scholarship program through mailing campaigns highlighting testimonials from student recipients – The 2019 scholarship participation was the highest to date → Begin the outreach to current and past donors to fund specific research projects that benefit advocacy → Invest in staff to support research function Staff Engagement → Continue utilizing outside research firm

62 Publishing, Communications and Social Media

5. Strategic Objective: Communicate to the bus and travel industry about ABA, its members and destinations with tour products, best practices, trends, advocacy Targets for 2020 →Members Satisfaction with ABA pubs →Creating positive awareness, member engagement and advocacy →Readership including web, circulation, etc. →Advertising $ and net income (TBD) →Outreach to mainstream and trades media →Maintaining a balance between member information value and generating net income → Partnered with INLOop to publish the Insider, a $50,000 savings to ABA Staff Engagement The Strategy will be developed using core principles with added emphasis on relationships, partnerships, accountability and results: → Focus on clear objectives and key audiences → Cultivate partnerships with media, regulating agencies, and other associations in the transportation, travel and tourism industry – Busing On The Lookout → Ensure even greater cooperation and sharing of best practices between the national association and state associations → Develop qualitative metrics for tracking results and success – The new database and email system can not track open rates and what people are reading

63 Publishing, Communications and Social Media Strategies → Maintain and deliver a portfolio including magazine, membership directory that add value → Where possible, create income from the communications/publications portfolio → Use/include all media channels including traditional print publications, digital and social media → Identify and create/source the right content to match member needs/interests to promote member awareness and engagement – → Support members with crisis communications → Staff Engagement → Advocacy: Drive legislative and regulatory oversight framework at all government levels to eliminate obstacles and promote the success of our industry → Work with GAP on priorities and develop strategies built around them to enhance Advocacy’s impression on influencers → Promote GAP efforts through email and social media channels to inform and engage members in advocacy efforts - Worked with GAP and several trade press to put a spotlight on the NPS issues and fees

→ Collaborate with to GAP to create webpages that educates members, government officials and decision-makers on issues important to ABA and the industry - Provided information about the Canadian Carbon Tax to members → Help build coalitions with other associations and government agencies to promote industry’s safety and security objectives as well as ABA’s reputation and influence on Capitol Hill and governing agencies → Develop media-ready statements on issues that ABA has taken a stance on

→ Utilize relationships with trade and mainstream64 media to promote ABA’s voice on issues Publishing, Communications and Social Media

Staff Engagement → Membership → Continue overall membership growth with focus on all segments of the motorcoach, tour and travel industry → Work with membership team to design and implement strategies that compliment membership sales team’s objectives → Promote ABA as the only association businesses in the motorcoach, tour and travel industry need to belong to by publicizing ABA’s story, benefits, etc. → Showcase ABA’s breadth and reach in the industry by showcasing ABA’s presence and leadership at conferences and meetings across the country. #ABAEverywhere #ABAWorkingForYou → Produce content to promote ABA benefits utilizing hard mailings, emails, social media and other platforms to reach a larger audience of members and potential members – All efforts are being made to create a new campaign to reach and communicate with members that has an Amazon/personalized feel to members and prospects → Utilize social media campaigns to target audiences that are in the industry → Show how ABA promotes its members to consumers – Created Heroes of the Industry where we promote member community service on the website and in Destinations. Beginning ABA Member Spotlight.

65 Publishing, Communications and Social Media

Staff Engagement → Annual Meeting & Marketplace – A twitter board was added at Marketplace this year to give members the ability to engage with the show and with each other upon arrival → Deliver the leading marketplace for member buying/selling → Work with Meetings to develop strategies and partnerships that help promote or market the Annual Meeting & Marketplace to a wider audience leading to increased recruitment → Worked with the meetings department to promote Marketplace onsite and since January began promoting Omaha with the OMGomaha! Message → Developed a communications plan for Marketplace 2020, using Marketplace Chair Luke Busskhol with a local message about all that Omaha has to offer → Communicate the benefits of attending the show geared to different segments → Utilize social media ad campaign to target potential attendees → Promote the show and its value on social media channels and in publications → Develop attendee referral videos to use throughout the year → Utilize speakers as ambassadors for the show, have them create videos → Develop a user-friendly, engaging show website. → Launched Marketplace microsite.

66 Publishing, Communications and Social Media

Staff Engagement → ABA Foundation → Work with Foundation team on strategies to best engage members on both the scholarship side and research side of priorities – Scholarship promotion with a kit to members that will have cards, poster and other tools to engage their employees in applying for scholarships → Communicate the industry’s impact utilizing the Foundation’s research data to help enhance advocacy efforts, support membership and build ABA’s reputation → Work with the Foundation team on communications such as press releases, letters and solicitations, and promotions → Promote the Foundation’s fundraising efforts through social media channels and publications utilizing videos, blogs and announcements

→ Publishing, Communications and Social Media: Communicate the value ABA contributes to the industry and its members → Develop strategies for major ABA programs and refine strategies as needed to create the biggest impact on members and influencers → Develop positive relationships with trade and mainstream media to establish ABA as the industry leader and go-to resource on all things related to motorcoach, travel and tour issues – Growing relationships with NEW media – Bloggers – while continuing to work with trade and mainstream media

67 Publishing, Communications and Social Media

Staff Engagement → Publishing, Communications and Social Media, cont. → Maintain and deliver a portfolio including online publications, magazine, membership directory that add value → Utilize all media channels including traditional print publications, digital and social media to promote ABA, its membership and the industry's impact – → Create the right content to match member needs/interests to promote member awareness and engagement → Provide media support to members dealing with a crisis → Contact or respond to all members involved in any form of crisis and offer to assist with their media efforts the media for them → Grow social media channels members by engaging ABA members and potential members through advertisements, interesting posts and being responsive – Social media continues to grow. → Maintain a provocative website that serves as a resources for all things ABA and in the industry, encouraging them to stay on longer → Promote ABA and benefits of membership to attract new members as well as engage current members across all media platforms → Produced ABA Annual Report

68 Publishing, Communications and Social Media

Staff Engagement → Resources & Tools → Leverage our members into a community that is readily available to respond to media inquiries as well as calls to action on Capitol Hill → Utilize digital social tools as well as traditional tools for outreach to our constituencies such as the ABA website, LinkedIn, Twitter, Facebook, and media databases → Mobilize and utilize ABA Communication, GAP and other committees as well as our Councils → Developing deeper and more productive relationships with both mainstream and trade journalists → Continuing to enhance our digital and online activity, through new innovations → Utilize a database of industry statistics as a resource library about the impact of the motorcoach, travel and tourism industry on the U.S. economy → Working Across the Network → Cultivate relationships and membership with the state associations so they are on board with our marketing and communication activities, as well as political grassroots → Maximize the benefits of working together across the country as we deliver this strategy, keeping in mind the unique characteristics of each individual state association as we deliver this strategy

69 Organizational Capabilities

6. Strategic Objective: Strengthen our financial position, the staff and the technology resources to enable ABA to achieve the objectives, serve members and thrive in the future Target For 2020 → Return reserve levels – July 2010 (pre-move in to 111K) $4,604,322 April 2019 – $4,999,209 → IT member support capabilities achieve high level of internal satisfaction Key Strategies: → Continue to add to reserve levels with goal of achieving 12 months reserves to allow for ABA to continue operations if there is “0” revenue in a given year - Staff Engagement → Transfer $100,000 each spring from ABA’s operating account to the reserve account – → Upgrade AMS and key IT capabilities to support needs of members and staff Staff Engagement → Modernize financial tracking of activities related to membership and ABA annual meeting and marketplace – The current AMS system provides streamlined and accurate information between registrations, membership and accounting → Hire/develop staff to achieve top tier ABA Sales and marketing team - → Review and update the governance structure: evaluate the pros and cons of having a larger board to help drive engagement and advocacy Staff Engagement → Utilize ASAE and other organizations to create an optimal board size and structure → Fully engage the board through BusPAC giving, ABAF contributions and Congressional outreach → Insure that all membership segments are fully represented on the board → Staffing up Foundation to support its objectives Staff Engagement → Currently there are two staff members engaged in supporting the foundation – Shea and Brad → Retain additional support as needed for specific70 research projects American Bus Association Finance and Budget

Financial and Administrative Report – Three Months Ended March 31, 2019

The following report provides financial highlights for the three months ending March 31, 2019. The report provides information to the board and other interested parties on the financial position of the Association. In addition to describing the financial condition of the Association, this report is intended to highlight variances between actual results and budgeted amounts, and in some cases to prior year actual results. The ending operating cash balance at March 31, 2019, totals $1,384,000, versus $1,342,000 from a year ago, an increase of approximately 3%. As of March 31, 2019, ABA’s reserve account had total investments of approximately $5,000,000, versus $4,700,000 from a year ago, representing an increase of $300,000, or 6.5%. We’ve included a Quarterly Investment Performance Review as of March 31, 2019 prepared by Goldman Sachs, our current investment advisor. Beginning in November 2018, ABA and the ABA Foundation transferred the management of their investment reserve and endowment accounts to Goldman Sachs from TD Private Client Wealth Group. The transfer of assets was completed before the end of 2018.

REVENUE

Membership – Membership revenue as of March 31, 2019, totaled approximately $1,345,000 unchanged from $1,345,000 at the same time last year. As the table below shows, operator and tour operator categories have increased while associate and travel categories have decreased:

MARCH BUDGET MARCH 2019 2019 2018 Membership Operator Dues $ 200,000 $ 369,000 $ 180,000 Associate Dues 62,000 70,000 64,000 Travel Industry Dues 1,024,000 1,200,000 1,048,000 Tour Operator Dues 59,000 82,000 53,000 1,345,000 1,721,000 1,345,000

Meetings – ABA Marketplace makes up a majority of the Meetings & Conferences revenue in the budget. As of March 31, 2019, revenue associated with Marketplace totaled $3,466,000 compared to $3,197,000 as of March 31, 2018, an increase of $270,000, or 8.5%. Part of the reason for the increase is due to higher than expected Sponsorship Passthrough revenue, and therefore have a neutral effect on the bottom line. Sponsor Passthrough revenue represents amounts paid to a vendor by ABA on behalf of a sponsor which eventually is reimbursed to ABA from the sponsor. The amount paid by ABA to the vendor is expensed when paid. Therefore, the amount is booked as revenue and expense at

71 the same time. The increase in Sponsorship Passthrough revenue is related to the Closing Night celebration, sponsored by Omaha. Omaha requested ABA pay the function costs for the event, then invoice Omaha for the total cost of the event. ABA normally has Sponsorship Passthrough revenue, but does not normally cover the closing celebration, which cost approximately $200,000 in Louisville. As a result, our revenue and expense will have an additional $200,000 recorded, which wasn’t anticipated nor budgeted for. This has no impact on the bottom line, as the revenue and expense offset each other. Below is a breakdown of actual versus budgeted amounts for the different line items that make up total Marketplace revenue compared to the prior year:

MARCH BUDGET MARCH 2019 2019 2018 Marketplace Sponsors $ 442,000 $ 450,000 $ 436,000 Sponsor Passthroughs 300,000 150,000 85,000 Registrations 2,540,000 2,492,000 2,561,000 Displays/Exhibits 80,000 56,000 35,000 Hotel Rebates 105,000 102,000 80,000 3,467,000 3,250,000 3,197,000

Revenue in all categories increased over the prior year, and with the exception of Sponsors, all categories exceeded their budget. The table below provides an estimate of where ABA expects net revenue from Marketplace to be at the end of the year as it continues to book expenses through year end. Revenue will increase slightly throughout the year as ABA collects a small number of remaining registration amounts, but most of the revenue has been booked.

ESTIMATE BUDGET ACTUAL YEAR END 2019 2019 YEAR END 2018 Marketplace Revenue 3,467,000 3,250,000 3,236,000 Expense (1,222,000) (1,597,000) (1,592,000) Remaining Expenses (est.) (491,000) Est Net-Year End 1,754,000 1,653,000 1,644,000

Publications – As of March 31, 2019, revenue associated with ABA Publications totaled $200,000 compared to $210,000 in the prior year, representing a decline of 4.85%. Below is a breakdown by category of publications revenue:

MARCH BUDGET MARCH 2019 2019 2018 Publications Destinations $ 147,000 $ 405,000 $ 173,000 Motorcoach Marketer 7,000 160,000 1,000 Marketplace Today 39,000 35,000 29,000 ABA Insider//Web 7,000 36,000 7,000 200,000 636,000 210,000

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ABA has continued to experience a decline in advertising revenue in its print and digital publications. Beginning in 2019, ABA began using a new vendor to produce the ABA Insider which will result in significant cost savings while keeping revenue at its current level.

EXPENSE

Government Affairs – As of March 31, 2019, expenses are $316,000 compared to $272,000 in the prior year, representing an increase of approximately $44,000, or 16%. The increase is due to higher monthly fees for lobbying costs and legal fees in 2019 compared to 2018. Currently, ABA has three lobbying firms on retainer for a total of $21,000 per month. Through September 2018, ABA had one lobbyist on retainer costing $5,000 per month. ABA anticipated two lobbyists totaling $180,000 annually when preparing the 2019 budget. However, a third lobbyist was added in October, 2018, after the 2019 budget was approved, to assist in issues ABA members are currently facing with the National Park Service. This third lobbyist currently costs $6,000 per month. Below is a breakdown of total lobbying and legal costs, with budget, compared to last year:

MARCH BUDGET MARCH 2019 2019 2018

Consulting (Lobbying) $ 47,000 $ 180,000 $ 22,000 Legal 30,000 100,000 10,000 77,000 280,000 32,000

Marketplace – As of March 31, 2019, expenses for Marketplace are $1,222,000, versus $1,101,000 in 2018, an increase from the prior year of approximately $121,000, or 11%. The reason for the increase is due in part to the Sponsor Passthrough amount discussed earlier. A majority of the Sponsor Passthrough costs are booked to Function Costs. If the $200,000 passthrough amount related to the closing celebration is backed out, current year expenses are in line with the prior year as well as the budget within this category. Below is a breakdown of some of the larger costs incurred by category at Marketplace:

MARCH BUDGET MARCH 2019 2019 2018

Function Costs $ 388,000 $ 179,000 $ 212,000 Audio Visual 233,000 177,000 200,000 Decorating 163,000 200,000 207,000 Speakers/Honorariums 68,000 95,000 99,000 852,000 651,000 718,000

73 With the exception of Speakers/Honorariums, the above expenses are largely driven by the venue in which Marketplace is held each year. The increase in costs in Audio Visual were offset by the decrease in costs in Decorating and Speakers. If the $200,000 closing celebration costs are removed from Function Costs, Marketplace is very much in line with the budget within these categories.

Publications – Overall, expenses in these categories are comparable to the prior year and, with the exception of ABA Insider, tracking their budget. ABA Insider expenses will be significantly less than the budget as we have moved management of the digital publication to a new vendor. There are no costs incurred to produce the Insider, and ABA shares a percentage of the revenue generated. Below is a breakdown of expenses as of March 31, 2019, for each of the publications:

MARCH BUDGET MARCH 2019 2019 2018

Destinations $ 133,000 $ 446,000 $ 125,000 Motorcoach Marketer 6,000 122,000 1,000 Marketplace Today 56,000 56,000 55,000 ABA Insider 6,000 64,000 21,000 201,000 785,000 202,000

74 Private Wealth Management

American Bus Association & Foundation

Q1 2019 75 Private Wealth Important Information Management

Please note the following important information below. Additional important information is included at the end of this presentation.

Key Assumptions and Limitations

1 1

Investment Analysis: Exclusions: The long-term market assumptions, target asset allocation(s) and other Loans and / or short positions are not included for modeling purposes. The information, such as projections, included in this presentation have been modeling methodology also does not take into account short- to medium-term generated by an investment analysis tool utilizing our proprietary multi-factor changes in portfolio weights made in response to current market conditions model and robust optimization process (see “Methodology for Factor Model and (often referred to as tactical tilts) and results for portfolios employing Robust Optimization” for a description of the model and process). Current tactical tilts may vary substantially from the data shown. The results shown Asset Allocation information used in the Asset Allocation and Analytics section reflect the reinvestment of dividends and other earnings but do not reflect is as of Mar 31, 2016. Results may vary with each use and over time. The certain costs that would reduce return, such as advisory fees, transaction modeling methodology does not evaluate specific strategies or securities for costs, and other expenses a client would have paid. implementation and any referenced strategies or securities have been determined by your Private Wealth Management team and / or you based on your investment Terms Used In This Presentation: objectives, and are limited to the scope of the Private Wealth Management Terms used in this presentation, include both common industry terms (e.g., investment platform. If Goldman Sachs had managed your account(s) during the probability of loss) and terms specific to our approach (e.g., risk premium period shown, your performance may have been different than that shown due to decomposition). They refer to important determinants of your strategic asset differences in economic and market conditions. allocation, such as different measures of risk and return, that you should familiarize yourself with as they are used in discussions of your asset IMPORTANT: allocation. All terms are explained in either the "Methodology for Factor Model The projections or other information generated by this tool regarding the and Robust Optimization" or in the "Glossary of Terms". We encourage you to ask likelihood of various investment outcomes are hypothetical in nature, do not your Private Wealth Management team questions so that you fully understand the reflect actual investment results and are not guarantees of future results. presentation.

Other Important Information

1 1

U.S. Registered ETF / Mutual Fund Performance: The performance data for ETFs does not reflect a deduction for commissions If shown, the performance data quoted for U.S. registered exchange traded funds that would reduce the displayed performance. You are not subject to a sales (ETFs) and mutual funds represents past performance and is not a guarantee of charge for mutual funds purchased through PWM. If a sales charge were future results. Current performance may be lower or higher than the applicable, the sales charge would reduce the mutual fund’s performance. performance data quoted. For the most current performance data, please contact your Private Wealth Management team at the number provided on your monthly statement or toll-free in the U.S. at 1-800-323-5678. A fund’s investment return and the principal value of your investment will fluctuate. As a result, your shares when redeemed may be worth more or less than their original cost.

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2 Private Wealth Foundation Portfolio vs. Allocation Targets & Ranges Management

GS Target: IPS: Lower Aggressive IPS: Upper Asset Class/ Sub-Asset Class Current Portfolio Limit IPS: Target Portfolio Limit CASH & CASH EQUIVALENTS 0.3% 0% 3% 0% 10%

TOTAL FIXED INCOME 30.6% 25% 40% 32% 55%

Investment Grade Fixed Income 22.8% 24%

Other Fixed Income 7.8% 8%

TOTAL PUBLIC EQUITY 69.0% 40% 60% 68% 75%

US Equity 43.3% 43%

Non-US Equity 25.7% 25%

77 3 Private Investment Strategies – Foundation Portfolio Overview Wealth As of: Mar 31, 2019 Inception Date: Oct 18, 2018 Performance Inception Date: Nov 04, 2018 Management

ASSET ALLOCATION PERFORMANCE ITD Date Of Asset Class Value Percent QTD 2018 (Annualized) Inception Deposits & Money Market Funds $21,632 0.3% 0.59% 0.32% 0.91% Nov 06, 2018 Investment Grade Fixed Income 1,523,881 22.8 1.94 0.62 2.58 Nov 04, 2018 Other Fixed Income 522,570 7.8 6.37 -2.29 3.94 Nov 20, 2018 US Equity 2,898,726 43.3 13.88 -8.33 4.39 Nov 04, 2018 Non-US Equity 1,721,253 25.7 10.30 -4.02 5.86 Nov 04, 2018 Total Investment Strategies $6,688,062 100.0% 9.39% -4.66% 4.29%1 Nov 04, 2018

ITD Date Of REFERENCE BENCHMARK PERFORMANCE QTD 2018 (Annualized) Inception 70% MSCI World NTR / 30% Bloomberg BC US Agg TR Index in USD 9.58% -4.30% 4.34% Nov 04, 2018 70% MSCI ACW NTR / 30% Bloomberg BC US Agg TR Index in USD 9.37% -3.94% 4.62% Nov 04, 2018

INVESTMENT RESULTS QTD 2018 ITD Beginning Investment $6,110,462 $0 $0 Ending Investment $6,688,062 $6,110,462 $6,688,062 Net Deposit and Withdrawal $0 $6,370,195 $6,370,195 Investment Results $577,600 -$259,733 $317,867

* Includes GS Bank USA deposit products and/or accounts. 78

4 Private Investment Strategies – Foundation Historical Performance Wealth As of: Mar 31, 2019 Performance Inception Date: Nov 04, 2018 Management

ITD Date Of Major Asset Class / Asset Class / Strategy Value Percent QTD 2018 (Annualized) Inception Cash, Deposits & Money Market Funds $21,632 0.3% Deposits & Money Market Funds 21,632 0.3 0.59 0.32 0.91 Nov 06, 2018 Fixed Income $2,046,451 30.6% 3.04% -0.11% 2.92% Nov 04, 2018 Barclays Capital U.S. Aggregate Bond Total Return Index in USD 2.94 2.74 5.76 Nov 04, 2018 Investment Grade Fixed Income 1,523,881 22.8 1.94 0.62 2.58 Nov 04, 2018 GS: Government/Corporate Fixed Income 1,523,881 22.8 1.94 0.56 2.51 Dec 05, 2018 Other Fixed Income 522,570 7.8 6.37 -2.29 3.94 Nov 20, 2018 GS High Yield Fund 332,234 5.0 7.77 -1.83 5.79 Nov 20, 2018 GS High Yield Floating Rate Fund 190,337 2.8 4.02 -3.05 0.86 Nov 20, 2018 Public Equity $4,619,979 69.1% 12.52% -7.43% 4.16% Nov 04, 2018 MSCI World NTR Index in USD 12.48 -7.24 4.34 Nov 04, 2018 MSCI All Countries World NTR Index in USD 12.18 -6.73 4.62 Nov 04, 2018 US Equity 2,898,726 43.3 13.88 -8.33 4.39 Nov 04, 2018 S&P 500 TR Index in USD 13.65 -7.57 5.04 Nov 04, 2018 S&P 500 Index Fund (SPDR) 1,773,774 26.5 13.47 -7.32 5.16 Nov 04, 2018 Jennison: Large Cap Growth 500,902 7.5 17.21 -1.98 14.89 Nov 21, 2018 Aristotle: Large Cap Value 328,206 4.9 11.50 -5.74 5.09 Nov 21, 2018 Eastern Shore: Small Cap Core 295,844 4.4 13.58 -8.11 4.37 Nov 21, 2018 Non-US Equity 1,721,253 25.7 10.30 -4.02 5.86 Nov 04, 2018 MSCI EAFE Unhedged Currency TR Index in USD 10.13 -6.08 3.43 Nov 04, 2018 GS GQG Partners International Opportunities Fund 625,803 9.4 10.95 -0.34 10.57 Nov 20, 2018 Hartford International Value Fund 446,387 6.7 6.96 -5.31 1.27 Nov 20, 2018 SSgA Hedged International Developed Equity Index Fund 333,186 5.0 11.38 -3.50 7.48 Nov 20, 2018 Wells Fargo Emerging Markets Equity Fund 315,877 4.7 12.85 -0.17 12.65 Nov 20, 2018 Total Investment Strategies $6,688,062 100.0% 9.39% -4.66% 4.29% Nov 04, 2018 79

5 Private Wealth Reserve Fund vs. Allocation Targets & Ranges Management

GS Target: IPS: Lower Moderate IPS: Upper Asset Class/Sub-asset Class Current Portfolio Limit IPS: Target Portfolio Limit CASH & CASH EQUIVALENTS 0.4% 0% 3% 0% 15%

TOTAL FIXED INCOME 50.6% 35% 50% 52% 65%

Investment Grade Fixed Income 43.7% 45%

Other Fixed Income 6.9% 7%

TOTAL PUBLIC EQUITY 49% 35% 50% 48% 65%

US Equity 29.6% 29%

Non-US Equity 19.4% 19%

80 6 Private Investment Strategies – Reserve Portfolio Overview Wealth As of: Mar 31, 2019 Inception Date: Oct 18, 2018 Performance Inception Date: Nov 04, 2018 Management

ASSET ALLOCATION PERFORMANCE ITD Date Of Asset Class Value Percent QTD 2018 (Annualized) Inception Deposits & Money Market Funds $19,453 0.4% 0.59% 0.32% 0.91% Nov 06, 2018 Investment Grade Fixed Income 2,185,606 43.7 1.85 1.00 2.87 Nov 04, 2018 Other Fixed Income 343,318 6.9 6.17 -2.35 3.68 Nov 20, 2018 US Equity 1,481,841 29.6 13.82 -8.46 4.19 Nov 04, 2018 Non-US Equity 968,992 19.4 10.37 -2.20 7.94 Nov 20, 2018 Total Investment Strategies $4,999,209 100.0% 7.08% -3.19% 3.66% Nov 04, 2018

ITD Date Of REFERENCE BENCHMARK PERFORMANCE QTD 2018 (Annualized) Inception 50% Bloomberg BC US Agg TR / 50% MSCI World TR Index in USD 7.75% -1.87% 5.36% Nov 04, 2018 50% Bloomberg BC US Agg TR / 50% MSCI ACW NTR Index in USD 7.56% -2.22% 5.55% Nov 04, 2018

INVESTMENT RESULTS QTD 2018 ITD Beginning Investment $4,665,960 $0 $0 Ending Investment $4,999,209 $4,665,960 $4,999,209 Net Deposit and Withdrawal $129 $4,809,809 $4,809,938 Investment Results $333,119 -$143,849 $189,270

* Includes GS Bank USA deposit products and/or accounts. 81

7 Private Investment Strategies – Reserve Historical Performance Wealth As of: Mar 31, 2019 Performance Inception Date: Nov 04, 2018 Management

ITD Date Of Major Asset Class / Asset Class / Strategy Value Percent QTD 2018 (Annualized) Inception Cash, Deposits & Money Market Funds $19,453 0.4% Deposits & Money Market Funds 19,453 0.4 0.59 0.32 0.91 Nov 06, 2018 Fixed Income $2,528,923 50.6% 2.42% 0.59% 3.02% Nov 04, 2018 Barclays Capital U.S. Aggregate Bond Total Return Index in USD 2.94 2.74 5.76 Nov 04, 2018 Investment Grade Fixed Income 2,185,606 43.7 1.85 1.00 2.87 Nov 04, 2018 GS: Government/Corporate Fixed Income 2,185,606 43.7 1.85 0.63 2.49 Dec 05, 2018 Other Fixed Income 343,318 6.9 6.17 -2.35 3.68 Nov 20, 2018 GS High Yield Fund 200,187 4.0 7.77 -1.83 5.79 Nov 20, 2018 GS High Yield Floating Rate Fund 143,131 2.9 4.02 -3.05 0.86 Nov 20, 2018 Public Equity $2,450,833 49.0% 12.43% -7.38% 4.13% Nov 04, 2018 MSCI World NTR Index in USD 12.48 -7.24 4.34 Nov 04, 2018 MSCI All Countries World NTR Index in USD 12.18 -6.73 4.62 Nov 04, 2018 US Equity 1,481,841 29.6 13.82 -8.46 4.19 Nov 04, 2018 S&P 500 TR Index in USD 13.65 -7.57 4.76 Nov 04, 2018 S&P 500 Index Fund (SPDR) 916,677 18.3 13.47 -8.27 4.08 Nov 04, 2018 Jennison: Large Cap Growth 243,148 4.9 17.03 -1.98 14.71 Nov 21, 2018 Aristotle: Large Cap Value 173,606 3.5 11.50 -5.74 5.10 Nov 21, 2018 Eastern Shore: Small Cap Core 148,409 3.0 13.64 -8.11 4.42 Nov 21, 2018 Non-US Equity 968,992 19.4 10.37 -2.20 7.94 Nov 20, 2018 MSCI EAFE Unhedged Currency TR Index in USD 10.13 -3.70 6.05 Nov 20, 2018 GS GQG Partners International Opportunities Fund 366,083 7.3 10.95 -0.34 10.57 Nov 20, 2018 Hartford International Value Fund 239,426 4.8 6.96 -5.30 1.29 Nov 20, 2018 Wells Fargo Emerging Markets Equity Fund 186,142 3.7 12.85 -0.16 12.67 Nov 20, 2018 SSgA Hedged International Developed Equity Index Fund 177,341 3.5 11.38 -3.50 7.48 Nov 20, 2018

Total Investment Strategies $4,999,209 100.0% 7.08% -3.19% 3.66% Nov 04, 2018

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8 Private Wealth Additional Important Information Management

Thank you for reviewing this presentation. Please review the important information below. Our Relationship with Clients. Depending on our relationship with you, we may act as an advisor, a broker-dealer, or both. Our role and obligations vary depending on the capacity in which we act. Where we act as an advisor, our primary role is to give you advice, help you manage your investments or, where applicable, help you hire another advisor to do so. Where we act as a broker, our primary role is to execute trades for you based on your instructions and any advice we give you is incidental to our brokerage services. How we are compensated by you (and sometimes by issuers or managers of investments who compensate us based on what you buy) and how your Private Wealth Management (“PWM”) team is compensated may change over time and will vary depending on various factors including, but not limited to, whether you are classified as a professional or retail client, have an advisory or brokerage account, and on the investments made in your account. Please ask us questions to make sure you understand your rights and our obligations to you, the difference between advisory and brokerage accounts, and / or how we are compensated based on the capacity in which we act. We are part of a full-service, integrated investment banking, investment management, and brokerage firm. Other firm businesses may implement investment strategies that are different from the strategies used or recommended for your portfolio. Entities Providing Services. Investment advisory services may be provided by Goldman Sachs & Co. LLC (“GS&Co.”), an affiliate, or an external manager under the wrap program sponsored by GS&Co. Brokerage services are provided by GS&Co., member Financial Industry Regulatory Authority (“FINRA”) / Securities Investor Protection Corporation (“SIPC”). Brokerage services, banking services (including check-writing, debit cards, direct debit, direct deposit, electronic bill pay, overdraft protection and Bank to Bank Transfers via ACH), custody, margin loans and strategic wealth advisory services are provided by GS&Co. Financial counseling services are provided by The Ayco Company, L.P. Over-The-Counter (“OTC”) derivatives, foreign exchange forwards and related financing are offered by GS&Co. Trust services are provided by The Goldman Sachs Trust Company, N.A. or The Goldman Sachs Trust Company of Delaware. All of these affiliated entities are subsidiaries of The Goldman Sachs Group, Inc. (“Firm” or “GS”). Deposit products, mortgages, and bank loans are offered by Goldman Sachs Bank USA, member Federal Deposit Insurance Corporation (“FDIC”) and an Equal Housing Lender. GS&Co. may provide family office services to clients (“Family Office Services”). Some Family Office Services may be provided by GS&Co. and/or its affiliates; other Family Office Services may be provided by subcontractors, independent service providers, or other third parties (collectively, “Third Party Vendors”), who are not acting as financial or investment advisors. The scope, duration, deliverables, assigned personnel, referrals to Third Party Vendors, and delivery channels through which Family Office Services are provided will vary among clients, based upon the facts, requested services, circumstances, personal financial goals, net worth, complexity, and/or needs of each client. Third Party Vendor services are wholly independent of those provided by GS&Co. and additional terms of service may apply for clients entering into any separate agreements with Third Party Vendors in furtherance of Family Office Services. Investment Strategy Group (“ISG”). ISG is focused on asset allocation strategy formation and market analysis for PWM. Any information that references ISG, including their model portfolios, represents the views of ISG, is not research and is not a product of Global Investment Research (“GIR”). If shown, ISG Model Portfolios are provided for illustrative purposes only. Your actual asset allocation may look significantly different based on your particular circumstances and risk tolerance. If a model performance calculation is provided, it assumes that (1) each asset class was owned in accordance with the recommended weight; (2) all tactical tilts were implemented at the time the recommendation was made; and (3) the portfolio was rebalanced every time a tactical tilt change was made and at the end of every quarter (unless a tactical tilt was made within a month of quarter-end). If model performance is shown, it is calculated using the daily returns (actual or interpolated) of indices that ISG believes are representative of the asset classes included in the model. Results shown reflect the total return but generally do not take into account any investment management fees, commissions or other transaction expenses, which would reduce returns. The results shown reflect the reinvestment of dividends and other earnings. All returns are pre-tax and are not adjusted for inflation. Additional information about the model portfolio performance calculation, including asset class benchmarks used for modeling performance and a history of tactical tilts, is available upon request. Investment Risks and Information. Risks vary by the type of investment. Additional information regarding investments and risks may be available in applicable product materials. Before transacting or investing, you should review and understand the terms of a transaction/investment and the nature and extent of the associated risks, and you should be satisfied the investment is appropriate for you in light of your individual circumstances and financial condition. • Alternative Investments. Alternative investments may involve a substantial degree of risk, including the risk of total loss of an investor’s capital and the use of leverage, and may not be appropriate for all investors. Private equity, private real estate, hedge funds, and other alternative investments structured as private investment funds are subject to less regulation than other types of pooled vehicles and liquidity may be limited. You should review the Offering Memorandum, the Subscription Agreement, and any other applicable offering documents for risks, potential conflicts of interest, terms and conditions and other disclosures.

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9 Private Wealth Additional Important Information Management

• Commodities. Commodity investments may be less liquid and more volatile than other investments. The risk of loss in trading commodities can be substantial due, but not limited, to volatile political, market and economic conditions. An investor’s returns may change radically at any time since commodities are subject to abrupt changes in price. Commodity prices are volatile because they respond to many unpredictable factors including weather, labor strikes, inflation, foreign exchange rates, etc. In a single account, because your position is leveraged, a small move against your position may result in a large loss. Losses may be larger than your initial deposit. No representation is made regarding the suitability of commodity investments. • Currencies. Currency exchange rates can be extremely volatile, particularly during times of political or economic uncertainty. There is a risk of loss when an investor has exposure to foreign currency or holds foreign currency traded investments. • Over-the-Counter (“OTC”) Derivatives You should carefully review the Master Agreement, including any related schedules, credit support documents, addenda and exhibits. You may be requested to post margin or collateral at levels consistent with the internal policies of GS to support written OTC derivatives. Prior to entering into an OTC derivative transaction you should be aware of the below general risks associated with OTC derivative transactions: • Liquidity Risk: There is no public market for OTC derivative transactions and, therefore, it may be difficult or impossible to liquidate an existing position on favorable terms • Risk of Inability to Assign: OTC derivative transactions entered into with one or more affiliates of Goldman Sachs cannot be assigned or otherwise transferred without Goldman Sachs’ prior written consent and, therefore, it may be impossible for you to transfer any OTC derivative transaction to a third party. • Counterparty Credit Risk: Because Goldman Sachs may be obligated to make substantial payments to you as a condition of an OTC derivative transaction, you must evaluate the credit risk of doing business with Goldman Sachs. Depending on the type of transaction, your counterparty may be Goldman Sachs & Co. LLC, a registered U.S. broker-dealer, or other affiliate of The Goldman Sachs Group, Inc. As a broker dealer regulated by the Securities and Exchange Commission (“SEC”), Goldman Sachs & Co. LLC is subject to net capital, financial responsibility rules, and other regulatory requirements designed to protect customer assets. Other subsidiaries of The Goldman Sachs Group, Inc. may not be registered as a U.S. broker dealer and therefore are not be subject to similar SEC regulation. • Pricing and Valuation: The price of each OTC derivative transaction is individually negotiated between Goldman Sachs and each counterparty and Goldman Sachs does not represent or warrant that the prices for which it offers OTC derivative transactions are the best prices available. You may therefore have trouble establishing whether the price you have been offered for a particular OTC derivative transaction is fair. OTC derivatives may trade at a value that is different from the level inferred from interest rates, dividends and the underlyer. The difference may be due to factors including, but not limited to, expectations of future levels of interest rates and dividends, and the volatility of the underlyer prior to maturity. The market price of the OTC derivative transaction may be influenced by many unpredictable factors, including economic conditions, the creditworthiness of Goldman Sachs, the value of any underlyers, and certain actions taken by Goldman Sachs. • Early Termination Payments: The provisions of an OTC derivative transaction may allow for early termination and, in such cases, either you or Goldman Sachs may be required to make a potentially significant termination payment depending upon whether the OTC derivative transaction is in-the-money at the time of termination. • Indexes: Goldman Sachs does not warrant, and takes no responsibility for, the structure, method of computation or publication of any currency exchange rates, interest rates, indexes of such rates, or credit, equity or other indexes, unless Goldman Sachs specifically advises you otherwise. • Emerging Markets and Growth Markets. Emerging markets and growth markets investments involve certain considerations, including political and economic conditions, the potential difficulty of repatriating funds or enforcing contractual or other legal rights, and the small size of the securities markets in such countries coupled with a low volume of trading, resulting in potential lack of liquidity and price volatility. • Equity Investments. Equity investments are subject to market risk. The value of the securities may go up or down in respect to the prospects of individual companies, particular industry sectors and/or general economic conditions. The securities of small and mid-capitalization companies involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. • Fixed Income. Fixed income securities investments are subject to the risks associated with debt securities generally, including credit/default, liquidity and interest rate risk. Any guarantee on an investment grade bond of a given country applies only if held to maturity.

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10 Private Wealth Additional Important Information Management

• Master Limited Partnerships ("MLPs"). MLPs may be generally less liquid than other publicly traded securities and as such can be more volatile and involve higher risk. MLPs may also involve substantially different tax treatment than other equity-type investments, and such tax treatment could be disadvantageous to certain types of retirement accounts or charitable entities.

• Money Market Funds. Money market fund investments are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money. • Non-US Securities. Non-US securities investments involve the risk of loss as a result of more or less non-US government regulation, less public information, less liquidity, and greater volatility in the countries of domicile of the issuers of the securities and/or the jurisdiction in which these securities are traded. In addition, investors in securities such as ADRs/GDRs, whose values are influenced by foreign currencies, effectively assume currency risk. • Options. Options involve risk and are not suitable for all investors. The purchase of options can result in the loss of an entire investment and the risk of uncovered options is potentially unlimited. You must read and understand the current Options Disclosure Document before entering into any options transactions. The booklet entitled Characteristics and Risk of Standardized Options can be obtained from your PWM team or at https://www.theocc.com/about/publications/character-risks.jsp. A secondary market may not be available for all options. Transaction costs may be significant in option strategies that require multiple purchases and sales of options, such as spreads. Supporting documentation for any comparisons, recommendations, statistics, technical data, or other information will be supplied upon request. • Real Estate. Real estate investments involve additional risks not typically associated with other asset classes, such as sensitivities to temporary or permanent reductions in property values for the geographic region(s) represented. Real estate investments (both through public and private markets) are also subject to changes in broader macroeconomic conditions, such as interest rates. • Structured Investments. Structured investments are complex, involve risk and are not suitable for all investors. Investors in structured investments assume the credit risk of the issuer or guarantor. If the issuer or guarantor defaults, you may lose your entire investment, even if you hold the product to maturity. Structured investments often perform differently from the asset(s) they reference. Credit ratings may pertain to the credit rating of the issuer and are not indicative of the market risk associated with the structured investment or the reference asset. Each structured investment is different, and for each investment you should consider 1) the possibility that at expiration you may be forced to own the reference asset at a depressed price; 2) limits on the ability to share in upside appreciation; 3) the potential for increased losses if the reference asset declines; and 4) potential inability to sell given the lack of a public trading market. • Tactical Tilts. Tactical tilts may involve a high degree of risk. No assurance can be made that profits will be achieved or that substantial losses will not be incurred. Prior to investing, you must determine whether a particular tactical tilt is suitable for them. • U.S. Registered Mutual Funds / Exchange Traded Funds (“ETFs”) or Exchange Traded Notes (“ETNs”). You should consider a fund’s investment objectives, risks, charges and expenses, and read the summary prospectus and/or the Prospectus (which may be obtained from your PWM Team) carefully before investing, as they contain this and other relevant information. You may obtain documents for ETFs or ETNs for free by 1) visiting EDGAR on the SEC website at https://www.sec.gov/; 2) contacting your PWM team; or 3) calling toll-free at 1- 866-471-2526. Unlike traditional mutual funds, ETFs can trade at a discount or premium to the net asset value and are not directly redeemable by the fund. Leveraged or inverse ETFs, ETNs, or commodities futures-linked ETFs may experience greater price movements than traditional ETFs and may not be appropriate for all investors. Most leveraged and inverse ETFs or ETNs seek to deliver multiples of the performance (or the inverse of the performance) of the underlying index or benchmark on a daily basis. Their performance over a longer period of time can vary significantly from the stated daily performance objectives or the underlying benchmark or index due to the effects of compounding. Performance differences may be magnified in a volatile market. Commodities futures-linked ETFs may perform differently than the spot price for the commodity itself, including due to the entering into and liquidating of futures or swap contracts on a continuous basis to maintain exposure (i.e., “rolling”) and disparities between near term future prices and long term future prices for the underlying commodity. You should not assume that a commodity-futures linked ETF will provide an effective hedge against other risks in your portfolio.

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Security-Specific References. Any reference to a specific company or security is not intended to form the basis for an investment decision and is included solely to provide examples or provide additional context. This information should not be construed as research or investment advice and should not be relied upon in whole or in part in making an investment decision. GS, or persons involved in the preparation or issuance of these materials, may from time to time have long or short positions in, buy or sell (on a principal basis or otherwise), and act as market makers in the securities or options, or serve as a director of any companies mentioned herein. In addition, GS may have served as manager or co-manager of a public offering of securities by any such company within the past 12 months. Further information on any securities mentioned in this material may be obtained upon request.

Assets Held at a Third Party Custodian. Any information (including valuation) regarding holdings in accounts held by third party custodians is for your convenience and has been supplied by third parties or by you. GS assumes no responsibility for the accuracy of such information. Information may vary from that reflected by your custodian and is as of the date of the materials provided to us. As an accommodation to you, we may also reflect certain investments unrelated to services provided by GS, for which GS does not perform any due diligence, verify the accuracy of information, or provide advice. Unless otherwise agreed in writing, we have not assessed whether those investments fit within your investment objective and the asset classification shown may not be accurate.

Off-Platform Investments. To the extent you ask us for guidance in connection with investment opportunities not offered by GS, such as investments in private funds, private debt or equity, real estate or other opportunities you source away from us, any such guidance, views, or other information we may provide is on an accommodation basis only and we will not be acting as your advisor. We assume no obligation to determine whether the opportunity is suitable for you in connection with such investment decisions and will not assume any liability for such investment decisions. Please review our Form ADV for information on conflicts of interest we may have in connection with any such requests.

ISG/GIR Forecasts. Economic and market forecasts presented (“forecasts”) reflect either ISG’s or GIR’s views and are subject to change without notice. Forecasts do not take into account specific investment objectives, restrictions, tax and financial situation or other needs of any specific client. Forecasts are subject to high levels of uncertainty that may affect actual performance and should be viewed as merely representative of a broad range of possible outcomes. Forecasts and any return expectations are as of the date of this material, and should not be taken as an indication or projection of returns of any given investment or strategy. Forecasts are estimated, based on capital market assumptions, and are subject to significant revision and may change materially as economic and market conditions change. Any case studies and examples are for illustrative purposes only. If applicable, a copy of the GIR Report used for GIR forecasts is available upon request. Forecasts do not reflect advisory fees, transaction costs, and other expenses a client would have paid, which would reduce return.

Performance / Estimated Income / Estimated Cash Flow. Past performance is not a guide of future results and may include investments no longer owned in current or closed accounts. Current performance may be lower or higher than the performance data quoted. To request the most current or historical performance data, or asset classification schema information, please contact your PWM team at the number provided on your monthly statement or toll-free in the U.S. at 1-800-323-5678. Performance reports, where shown, generally present the relevant time weighted performance, which is a combination of daily returns compounded over a specified time period with the removal of the deposit and withdrawal impacts, and may show internal rate of return calculations where requested. Aggregate performance may not equal the sum of returns at an investment level. Performance for advisory accounts is currently calculated net of any management fees and might include investments for which actual market prices are not currently available, and does not include private equity positions. Performance for alternative investments is calculated using the value of the last available partnership capital statement or NAV. If included, estimated income figures and estimated private equity future cash flows are estimates of future activity, and actual results may vary substantially. GS&Co. has adjusted performance calculations for certain asset classes or strategies and may do so in the future. Performance of net cash (i.e., cash less margin debit) is generally included in the total performance calculation but not displayed separately. Option performance is included in the performance of the asset class of the underlier. Margin loans are generally excluded from advisory performance but included in brokerage performance calculations. Mutual fund and ETF investment returns and the principal value of your investment will fluctuate. As a result, your shares when redeemed may be worth more or less than their original cost. The performance data for ETFs does not reflect a deduction for commissions that would reduce the displayed performance. You are not subject to a sales charge for mutual funds purchased through PWM. If a sales charge were applicable, the sales charge would reduce the mutual fund’s performance.

Indices / Benchmarks. Any references to indices, benchmarks, or other measure of relative market performance over a specified period of time are provided for your information only and is not indicative of future results. In addition to the benchmark assigned to a specific investment strategy, other benchmarks (“Comparative Benchmarks”) may be displayed, including ones displayed at your request. Managers may not review the performance of your account against the performance of Comparative Benchmarks. There is no guarantee that performance will equal or exceed any benchmark displayed. Where a benchmark for a strategy has changed, the historical benchmark(s) are available upon request. Inception to date (“ITD”) returns and benchmark / reference portfolio

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returns may reflect different periods. ITD returns for accounts or asset classes only reflect performance during periods in which your account(s) held assets and / or were invested in the asset class. The benchmark or reference portfolio returns shown reflect the benchmark / portfolio performance from the date of inception of your account or your initial investment in the asset class. If displayed, estimated income figures are estimates of future activity obtained from third party sources.

Indices are unmanaged. The figures for the index reflect the reinvestment of all income or dividends, as applicable, but do not reflect the deduction of any fees or expenses which would reduce returns. Investors cannot invest directly in indices. Investors cannot invest directly in indices. Where appropriate, relevant index trademarks or index information has been licensed or sub-licensed for use. Inclusion of index information is not intended to imply that the relevant index or its affiliated entities sponsor, endorse, sell, or promote the referenced securities, or that they make any representation or warranty regarding either the advisability of investing in securities (generally or specifically) or regarding the ability of the index to track market performance. Contact your PWM team for more information. The following table provides an example of the effect of management and incentive fees on returns. The magnitude of the difference between gross-of fee and net-of-fee returns will depend on a variety of factors, and the example has been simplified.

Pricing and Valuations. Prices do not necessarily reflect realizable values and are based on information considered to be reliable but are not guaranteed for accuracy, currency, or as realizable values. Certain positions may be provided by third parties or may appear without a price if GS is unable to obtain a price and/or the security is not actively traded for a certain amount of time. Pricing sources and methods are available upon request and are subject to change.

Fees and Charges. We have two pricing models for advisory relationships: a comprehensive fee model and a product based model. You should consider factors, including, but not limited to, your financial needs and circumstances, investment objectives, services provided under the model, your preferences, and the size of your account. Certain account fees and expenses may be more or less expensive depending on the model chosen. Actual fees may differ from estimated fees due to differences in strategies and amounts invested in particular strategies or overall. Charges applied to your accounts and transactions may include execution charges (including commissions, commission equivalents, mark-ups, mark-downs and dealer spreads), investment advisory fees, and custody fees. When we act as broker, we are generally compensated by an execution charge on a trade by trade basis. When we act as advisor, we generally earn a fee based on assets under management and may also be earning execution charges. More information about fees and charges is included in our account agreements, fee schedules and trade confirmations. If estimated fees are shown herein, we have included a description of our fee calculation methodology.

Where applicable, GS receives fees for certain of the Family Office Services. In the course of providing such Family Office services, GS or its subsidiaries or affiliates may offer additional services and/or products for which additional fees or commissions are charged. These offerings create a conflict of interest and clients may be asked to acknowledge their understanding of such conflict. Certain fees associated with Family Office Services are either charged as a single bundled fee while other fees are charged as supplemental fees, which are identified in the Family Office Services Supplement to clients’ Customer Agreement. GS reserves the right to adjust the Family Office Services fees in the event of extraordinary circumstances.

Tax Information. GS does not provide legal, tax or accounting advice, unless explicitly agreed in writing between you and GS, and does not offer the sale of insurance products. You should obtain your own independent tax advice based on your particular circumstances. Where clients receive Family Office Services, the Family Office may review with you the general income tax consequences of your investments, estate planning, philanthropic endeavors, real estate holdings, and certain other activities that may affect your income tax. The information included in this presentation, including, if shown, in the Tax Summary section, does not constitute tax advice, has not been audited, should not be used for tax reporting, and is not a substitute for the applicable tax documents, including your Form 1099, Schedule K-1 for private investments, which we will provide to you annually, or your monthly GS account statement(s). The cost basis included in this presentation may differ from your cost basis for tax purposes. Information regarding your alternative investments and transactions for retirement accounts are not included in the Tax Summary section.

Notice to ERISA / Qualified Retirement Plan / IRA / Coverdell Education Savings Account (collectively, “Retirement Account”) Clients: Information regarding your Retirement Account(s) included in this presentation is for informational purposes only and is provided solely on the basis that it will not constitute investment or other advice or a recommendation relating to any person’s or plan’s investment or other decisions, and that none of GS, its affiliates or their employees is a fiduciary or advisor with respect to any person or plan by reason of providing the material or content in the presentation including under the Employee Retirement Income Security Act of 1974 or Department of Labor Regulations. Unless GS agrees otherwise, any target allocation shown for such Retirement Account represents decisions you have communicated to GS regarding such asset allocation, without any advice or recommendations from GS, after considering your financial circumstances, objectives, risk tolerance and goals. 87

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Private Wealth Additional Important Information Management

GS Family Office Services. Where GS provides or refers Family Office Services, it will do so based on individual client needs. Not all clients will receive all services and certain activities may fall beyond the scope of the Family Office Services. Any asset management services provided are governed by a separate investment management agreement (as may be applicable). Personnel providing Family Office Services do not provide discretionary management over client investments.

Upon your request, the Family Office Wealth Advisory Services (“WAS”) team may discuss with you various aspects of financial planning; the scope of such planning services will vary among clients and may only include episodic and educational consultations that should not be viewed as tax advice. GS assumes no duty to take action pursuant to any recommendations, advice, or financial planning strategies discussed with you as part of WAS services. It is your responsibility to determine if and how any such recommendations, advice, or financial planning strategies should be implemented or otherwise followed, and you are encouraged to consult with your own tax advisor and other professionals regarding your specific circumstances.

GS is not liable for any services received from your independent advisors or the results of any incident arising from any such services or advice. Cybersecurity consultations provided by GS&Co. are intended to provide a general overview of cyber and physical security threats, but are not comprehensive; GS is not liable for any incident following such consultations. GS is not liable for clients’ ultimate selection and utilization of any Third Party Vendor for any Family Office Services, or the results of any incident arising from any such referral. GS is not responsible for the supervision, monitoring, management, or performance of such Third Party Vendors and is not liable for any failure of Third Party Vendors to render services or any losses incurred as a result of such services.

Other Services. Any provided financial planning services, including cash flow analyses based on information you provide, are a hypothetical illustration of mathematical principles and are not a prediction or projection of performance of an investment or investment strategy. Such services may not address every aspect of a client’s financial life; topics that were not discussed with you may still be relevant to your financial situation. In providing financial services, GS will rely on information provided by, or on behalf of, clients and is not responsible for the accuracy or completeness of any such information, nor for any consequences related to the use of any inaccurate or incomplete information. Where materials and/or analyses are provided to you, they are based on the assumptions stated therein, which are likely to vary substantially from the examples shown if they do not prove to be true. These examples are for illustrative purposes only and do not guarantee that any client will or is likely to achieve the results shown. Assumed growth rates are subject to high levels of uncertainty and do not represent actual trading and may not reflect material economic and market factors that may have an impact on actual performance. GS has no obligation to provide updates to these rates.

Not a Municipal Advisor. Except in circumstances where GS expressly agrees otherwise, GS is not acting as a municipal advisor and the opinions or views contained in this presentation are not intended to be, and do not constitute, advice, including within the meaning of Section 15B of the Securities Exchange Act of 1934.

Additional Information for Ayco Clients. References in this presentation to “PWM team” shall include your Ayco team. Ayco may provide tax advice, accounting advice, bill pay, and bookkeeping services to certain clients. Ayco does not provide brokerage services. As part of its financial counseling services, Ayco may provide you with certain reports where similar information contained herein is presented differently or in more or less detail. You should view each report independently and raise any questions with your Ayco team.

No Distribution; No Offer or Solicitation. This material may not, without GS’ prior written consent, be (i) copied, photocopied or duplicated in any form, by any means, or (ii) distributed to any person that is not an employee, officer, director, or authorized agent of the recipient. This material is not an offer or solicitation with respect to the purchase or sale of any security in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it would be unlawful to make such offer or solicitation.

© 2019 Goldman Sachs. All rights reserved.

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UNAUDITED FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED MARCH 31, 2019

89 Contents Page

Financial Statements

Statement of Financial Position 3

Statement of Activities (including 2018 Draft Budget) 4 & 5

Statement of Cash Flows 6

Notes to Financial Statements 7-9

Statement of Activities (With quarterly budget comparison) 10 & 11

Departmental Expense Breakdown by Category Summary of All Departments 12 Government Affairs & Policy 13 Bus Industry Safety Council 14 Website 15 Communications & Marketing 16 Membership Services 17 Marketplace 18 Board of Directors Meetings 19 CTIS Program 20 Destinations 21 Motorcoach Marketer 22 Marketplace Today 23 ABA Insider 24 General & Administration 25

90 AMERICAN BUS ASSOCIATION STATEMENT OF FINANCIAL POSITION MARCH 31, 2019

MARCH MARCH 2019 2018

ASSETS Current Assets Cash & Equivalents (Note 1) $ 1,399,681 $ 1,429,930 Accounts Receivable (Note 2) 181,076 234,311 Prepaid Expenses (Note 7) 71,701 48,285 Investments (Note 6) 4,984,412 4,626,638 Total Current Assets $ 6,636,870 $ 6,339,164

Property & Equipment (Note Furniture & Equipment 644,664 625,746 Office Condominium - 111 K Street 5,516,743 5,516,743 Less: Accumulated Depreciation 1,567,640 1,306,832 Net Property & Equipment $ 4,593,767 $ 4,835,657

Other Assets Deferred Compensation Assets - 457 Plan (Note 9) 740,749 645,864 Deposits 32,100 25,500 Total Other Assets $ 772,849 $ 671,364

Total Assets $ 12,003,486 $ 11,846,185

LIABILITIES & NET ASSETS Current Liabilities Accounts Payable $ 127,097 $ 82,346 Accrued Expenses 259,062 219,100 Deferred Revenue (Note 3) 10,481 12,590 Total Current Liabilities $ 396,640 $ 314,036

Long Term Liabilities Deferred Compensation Liability - 457 Plan (Note 9) 740,749 645,864 Subtenant Furniture Lease Liability 27,863 36,390 Mortgage Payable - 111 K Street 2,980,519 3,103,810 Total Long Term Liabilities $ 3,749,131 $ 3,786,064

Net Assets Unrestricted 7,857,714 7,746,085

Total Liabilities and Net Assets $ 12,003,486 $ 11,846,185

91 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES FOR THE 3 MONTHS ENDED MARCH 31, 2019

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

REVENUE

Membership Operator Dues $ 200,070 $ 369,000 $ 179,949 $ 366,223 $ 360,000 Associate Dues 61,636 70,000 63,875 72,016 60,000 Travel Industry Dues 1,023,983 1,200,000 1,048,057 1,159,323 1,225,000 Tour Operator Dues 59,123 82,000 52,996 106,863 80,000 $ 1,344,813 $ 1,721,000 $ 1,344,877 $ 1,704,425 $ 1,725,000

Meetings & Conferences Marketplace 3,466,381 3,250,000 3,196,643 3,235,958 3,410,000 Bus Industry Safety Council/BusMARC 39,500 70,000 25,500 70,112 70,000 $ 3,505,881 $ 3,320,000 $ 3,222,143 $ 3,306,070 $ 3,480,000

Publications Destinations 147,006 405,000 172,846 504,614 601,000 Motorcoach Marketer 6,865 160,000 980 136,025 225,000 Marketplace Today 39,007 35,000 29,330 29,330 50,000 ABA Insider/Buses.org 7,093 36,000 7,010 46,459 99,000 $ 199,971 $ 636,000 $ 210,166 $ 716,428 $ 975,000

Other Income Contract Services (Note 5) 34,393 144,500 49,365 167,375 92,500 Rental Income from Office Lease 31,444 129,750 31,444 125,774 125,775 Miscellaneous (Note 8) 53,780 179,250 25,737 244,620 134,250 $ 119,617 $ 453,500 $ 106,546 $ 537,770 $ 352,525

Total Revenue from Operations $ 5,170,281 $ 6,130,500 $ 4,883,732 $ 6,264,691 $ 6,532,525

92 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES (CONTINUED) FOR THE 3 MONTHS ENDED MARCH 31, 2019

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

EXPENSES

Government Affairs & Policy $ 316,062 $ 1,133,167 $ 271,728 $ 1,200,305 $ 1,218,007 BISC/BusMARC 16,129 66,150 24,090 67,195 80,200 Website 1,867 12,000 5,040 26,417 24,138 Communications & Marketing 114,394 319,268 83,840 330,214 347,184 Membership Services 251,936 584,794 238,418 755,080 623,291 Marketplace 1,222,076 1,597,375 1,101,129 1,592,091 1,678,328 Board of Directors Meetings 50,895 245,665 42,430 325,447 266,522 CTIS Program 1,159 4,250 3,340 3,368 5,350 Destinations 132,841 445,728 124,738 393,492 513,461 Motorcoach Marketer 6,202 121,956 951 123,339 125,936 Marketplace Today 55,636 55,992 54,821 56,464 55,000 ABA Insider 6,420 64,440 20,998 72,102 90,936 General & Administration 397,390 1,478,381 421,685 1,507,595 1,437,921

Total Expenses $ 2,573,007 $ 6,129,166 $ 2,393,208 $ 6,453,109 $ 6,466,274

Net Operating Income/(Loss) 2,597,274 1,334 2,490,524 (188,417) 66,251

Investment Income (Net of Investment Fees) 26,745 200,000 21,499 87,263 200,000 Unrealized & Realized Gains (Losses) 334,321 - (177,075) (410,609) -

Net Income/(Loss) $ 2,958,339 $ 201,334 $ 2,334,948 $ (511,763) $ 266,251

93 AMERICAN BUS ASSOCIATION STATEMENT OF CASH FLOWS MARCH 31, 2019 MARCH 2019

CASH FLOWS FROM OPERATING ACTIVITIES

Change in net assets 2,958,339

Adjustments to reconcile change in net assets to net cash (used in) provided by operating activities:

Depreciation and amortization 64,807 Unrealized (appreciation)/ depreciation on investments (350,492) Realized (gain)/loss on sale of investments 16,171 (Increase) decrease in allowance for doubtful receivables Changes in assets and liabilities: (Increase) / Decrease in accounts receivable (102,993) (Increase) / Decrease in interest receivable - (Increase) / Decrease in prepaid expenses 117,899 Increase / (Decrease) in accounts payable 23,642 Increase / (Decrease) in accrued expenses 98,117 Increase / (Decrease) in deferred revenue (3,754,930)

Net cash (used in) / provided by operating activities (929,440)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment - Purchase of investments (67,380) Proceeds from sale of investments 46,359 (Increase) / decrease in deposits (10,000)

Net cash (used in) / provided by investing activities (31,022)

CASH FLOWS FROM FINANCING ACTIVITIES

Subtenant Furniture Lease Liability (2,166) Mortgage Payable - 111 K Street (31,646)

Net cash (used in) / provided by fianancing activities (33,812)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (994,274)

Cash and cash equivalents at beginning of period (01/01/2019) 2,393,955

Cash and cash equivalents at end of period 1,399,681

94 AMERICAN BUS ASSOCIATION NOTES TO FINANCIAL STATEMENTS FOR THE 3 MONTHS ENDED MARCH 31, 2019

Note 1 - Cash & Cash Equivalents The following is a breakdown of the cash accounts: Mar-19 Mar-18 Petty Cash Fund $ 500 $ 500 Cash & Cash Equivalents 1,384,384 1,341,589 Investment Reserve Money Market Accounts 14,797 87,841

Total $ 1,399,681 $ 1,429,930

Note 2 - Accounts Receivable The following is a breakdown of accounts receivable: Mar-19 Mar-18 Advertising/Publications $ 53,300 $ 61,034 Less Reserve for Uncollectible Accounts (15,000) (15,000) Foundation - - NBTA 15,555 51,527 Marketplace/Other 127,222 136,750

Total $ 181,076 $ 234,311

Note 3 - Deferred Revenue The following is a breakdown of deferred revenue: Mar-19 Mar-18 Destinations $ - $ - BISC - - Miscellaneous 10,481 10,481 Marketplace - - Membership Dues - 2,109

Total $ 10,481 $ 12,590

Note 5 - Service Income The National Bus Traffic Association, Skal USA and Florida Motorcoach Association have contracted with ABA to provide them with various administrative, financial and accounting services. Professional services are billed to these entities monthly, based on salary and fringe benefit costs associated with staff time charged to NBTA activities, or based on a contracted rate for Skal USA and Florida Motorcoach Association.

95 AMERICAN BUS ASSOCIATION NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE 3 MONTHS ENDED MARCH 31, 2019

Note 6 - Investments

The following is a breakdown of reserve fund investments: Mar-19

Cost Market Value Reserve Fund Investments $ 4,785,555 $ 4,984,412

Total $ 4,785,555 $ 4,984,412

Mar-18

Cost Market Value Reserve Fund Investments $ 4,662,128 $ 4,626,638

Total $ 4,662,128 $ 4,626,638

Note 7 - Prepaid Expenses The following is a breakdown of prepaid expenses:

Mar-19 Mar-18 Prepaid Expense-Other $ 70,157 $ 46,763 Prepaid Insurance 1,544 1,522 Marketplace - -

Total $ 71,701 $ 48,285

Note 8 - Miscellaneous Income The following is a breakdown of miscellaneous income:

Mar-19 Mar-18 Affinity Programs $ 43,327 $ 22,551 Hours of Service Cards/Passenger Safety Materials 242 334 CTIS Registrations 1,500 975 Label Sales 335 Miscellaneous 8,711 1,542

$ 53,780 $ 25,737

Note 9 - Deferred Compensation - 457 Plan The American Bus Association maintains a nonqualified deferred compensation plan through Empower Retirement. Employees may elect to defer salary for retirement.

96 AMERICAN BUS ASSOCIATION NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE 3 MONTHS ENDED MARCH 31, 2019

Note 10- Property and Equipment

The association depreciates its property over useful lives determined by property type. Below is a schedule showing the various years the property and equipment is depreciated over.

Building 40 Years Furniture 10 Years Phone Equipment 10 Years Computer Equipment 3 Years

97 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES FOR THE 3 MONTHS ENDED MARCH 31, 2019

TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET YTD BUDGET 1st QTR 19 1st QTR 19 2nd QTR 19 2nd QTR 19 3rd QTR 19 3rd QTR 19 4th QTR 19 4th QTR 19 2019 2019

REVENUE

Membership Operator Dues 200,070 184,500 - 184,500 - - - - 200,070 $ 369,000 Associate Dues 61,636 52,500 - 17,500 - - - - 61,636 70,000 Travel Industry Dues 1,023,983 1,080,000 - 60,000 - 30,000 - 30,000 1,023,983 1,200,000 Tour Operator Dues 59,123 41,000 - 41,000 - - - - 59,123 82,000 1,344,813 1,358,000 - 303,000 - 30,000 - 30,000 1,344,813 1,721,000

Meetings & Conferences Marketplace 3,466,381 3,250,000 ------3,466,381 3,250,000 Bus Industry Safety Council/BusMARC 39,500 35,000 - - - 35,000 - - 39,500 70,000 3,505,881 3,250,000 ------3,505,881 3,320,000

Publications Destinations 147,006 121,500 - 81,000 - 101,250 - 101,250 147,006 405,000 Motorcoach Marketer 6,865 ------160,000 6,865 160,000 Marketplace Today 39,007 35,000 ------39,007 35,000 ABA Insider/Buses.org 7,093 9,000 - 9,000 - 9,000 - 9,000 7,093 36,000 199,971 165,500 - 90,000 - 110,250 - 270,250 199,971 636,000

Other Income Contract Services 34,393 36,125 - 36,125 - 36,125 - 36,125 34,393 144,500 Rental Income from Office Lease 31,444 32,438 - 32,438 - 32,438 - 32,438 31,444 129,750 Miscellaneous 53,780 44,813 - 44,813 - 44,813 - 44,813 53,780 179,250 119,617 113,375 - 113,375 - 113,375 - 113,375 119,617 453,500

Total Income From Operations 5,170,281 4,886,875 - 506,375 - 253,625 - 413,625 5,170,281 6,130,500

98 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES (CONTINUED) FOR THE 3 MONTHS ENDED MARCH 31, 2019

TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET YTD BUDGET 1st QTR 19 1st QTR 19 2nd QTR 19 2nd QTR 19 3rd QTR 19 3rd QTR 19 4th QTR 19 4th QTR 19 2019 2019

EXPENSES

Government Affairs 316,062 283,292 - 283,292 - 283,292 - 283,292 316,062 1,133,167 Bus Industry Safety Council 16,129 33,075 - - - - - 33,075 16,129 66,150 Website 1,867 3,000 - 3,000 - 3,000 - 3,000 1,867 12,000 Communications & Marketing 114,394 79,817 - 79,817 - 79,817 - 79,817 114,394 319,268 Membership Services 251,936 146,199 - 146,199 - 146,199 - 146,199 251,936 584,794 Marketplace 1,222,076 1,198,031 - 79,869 - 159,738 - 159,738 1,222,076 1,597,375 Board of Directors Meetings 50,895 81,888 - 81,888 - 81,888 - - 50,895 245,665 CTIS Program 1,159 4,250 ------1,159 4,250 Destinations 132,841 133,718 - 89,146 - 111,432 - 111,432 132,841 445,728 Motorcoach Marketer 6,202 ------121,956 6,202 121,956 Marketplace Today 55,636 55,992 ------55,636 55,992 ABA Insider 6,420 16,110 - 16,110 - 16,110 - 16,110 6,420 64,440 General & Administration 397,390 369,595 - 369,595 - 369,595 - 369,595 397,390 1,478,381

Total Expenses 2,573,007 2,404,967 - 1,148,915 - 1,251,070 - 1,324,213 2,573,007 6,129,166

Excess of Revenues over Expenses 2,597,274 2,481,908 - (642,540) - (997,445) - (910,588) 2,597,274 1,334

Investment Income 26,745 50,000 - 50,000 - 50,000 - 50,000 26,745 200,000 Unrealized & Realized Gains (losses) 334,321 ------334,321 -

Net Revenues Over Expenses 2,958,339 2,531,908 - (592,540) - (947,445) - (860,588) 2,958,339 201,334

99 AMERICAN BUS ASSOCIATION SUMMARY OF ALL DEPARTMENTS

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Salaries $508,501 $2,093,008 $496,597 $2,056,495 $2,078,236 Fringe Benefits 190,632 602,572 182,825 582,254 597,713 Temporary Help 4,820 500 10,204 30,422 12,000 Postage 9,225 55,746 9,388 59,322 66,050 Educational Assistance 0 1,000 0 0 5,000 Recruitment 0 0 690 24,612 0 Mailing&Handling 9,448 2,500 1,166 4,843 6,500 Advertising 0 0 0 0 5,000 Printing 46,143 149,150 41,029 130,659 165,500 Photo Services 16,318 27,546 3,594 27,693 33,000 Duplicating 2,232 8,250 2,778 11,248 15,150 Telephone 11,086 32,000 8,248 32,245 27,500 Computer Services 73,353 232,401 98,896 280,183 183,900 Consulting Services 103,240 252,750 46,194 258,075 290,000 Contributions 250 1,250 5,200 5,950 8,750 Dues&Subscriptions 47,566 89,000 43,339 81,715 95,526 Travel 93,871 148,596 80,460 178,365 143,100 Member travel 27,915 57,000 26,704 60,630 73,000 Travel-Chairman 991 7,500 5,162 6,295 10,000 Local Expense 872 4,500 469 4,313 5,000 Insurance 25,334 40,000 26,556 41,805 49,000 Legal Services 44,147 126,000 29,449 225,464 122,000 Meetings&Conferences 90,183 135,000 116,953 152,327 164,100 Function Costs 404,603 325,200 234,751 380,936 326,500 Audio Visual 248,890 247,700 220,841 286,183 346,000 Security 160 8,500 10,640 10,640 8,500 Decorating 172,486 204,600 211,856 211,856 226,100 Entertainment 3,512 2,500 70 4,054 2,500 Seminars Registration 1,749 10,000 4,939 17,025 14,150 Office Supplies 5,889 22,500 7,739 30,479 28,200 Computer Supplies 0 0 350 0 0 Membership Services 1,233 7,500 0 10,650 10,000 Publishers Expense 72,700 253,584 92,814 241,562 289,600 Equipment Rental&Maintenance 3,672 5,000 1,972 4,787 5,000 Computer Rental & Maint 0 100 0 0 100 Layout/Design 198 2,100 1,250 1,672 8,500 Office Occupancy 131,810 462,235 132,933 464,473 464,640 Office Maintenance 768 13,580 2,499 7,767 13,760 Storage 949 1,500 932 4,069 3,300 Speakers/Honorariums 78,700 105,000 98,600 121,600 100,000 Special Events 284 12,500 8,587 8,780 12,500 Promotion 4,250 6,000 2,898 7,898 10,000 Plaques and Awards 4,750 1,750 3,104 4,253 2,750 Prizes 0 3,000 3,229 3,229 3,000 Gratuities 858 3,000 1,289 4,020 5,500 Taxes&Licenses 919 750 1,662 2,108 2,750 Delivery 2,189 4,500 2,805 5,722 6,500 Taxes-Unrelated Business Income 0 5,000 0 2,500 0 Reference Materials 1,772 2,250 721 1,615 2,250 Auto Leasing 2,550 10,200 2,531 10,180 10,200 Accounting Services 30,461 30,000 28,967 28,967 28,500 Payroll Services 2,592 6,500 2,388 9,547 6,500 Finance Charges 19,241 55,000 13,759 66,956 55,000 Bank Service Charges 2,109 1,000 15 950 5,000 Commissions 38,621 127,200 35,583 120,664 195,000 Canadian Exchange Charges 0 0 133 293 0 Depreciation&Amortization 28,656 120,848 27,051 121,285 116,148 Interest 311 1,800 401 1,472 1,800 TOTAL $2,573,007 $6,129,166 $2,393,208 $6,453,107 $6,466,273

100 AMERICAN BUS ASSOCIATION GOVERNMENT AFFAIRS & POLICY

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Salaries $119,373 $465,514 $109,917 $473,661 $484,201 Fringe Benefits 42,446 126,246 40,279 137,237 129,992 Postage 45 150 0 65 500 Printing 0 2,500 179 1,510 2,500 Photo Services 0 50 0 0 0 Duplicating 764 2,000 0 2,351 3,000 Telephone 861 5,000 1,087 4,401 6,000 Consulting Services 47,294 180,000 21,601 164,793 225,000 Dues&Subscriptions 18,473 55,000 24,551 46,551 55,000 Travel 6,677 25,000 10,451 29,453 25,000 Member travel 831 2,000 0 1,213 2,000 Local Expense 366 2,000 316 2,027 2,500 Legal Services 29,876 100,000 10,095 166,543 100,000 Meetings&Conferences 0 4,000 3,644 4,825 3,000 Function Costs 1,165 3,000 1,886 1,963 10,000 Audio Visual 0 1,300 918 918 4,000 Decorating 0 100 0 0 100 Seminars Registration 80 2,000 135 717 2,000 Office Supplies 0 1,000 402 485 2,000 Office Occupancy 43,473 149,807 44,262 154,499 150,714 Promotion 4,250 6,000 1,980 6,980 10,000 Delivery 87 500 25 113 500 TOTAL $316,062 $1,133,167 $271,728 $1,200,305 $1,218,007

101 AMERICAN BUS ASSOCIATION BUS INDUSTRY SAFETY COUNCIL

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Postage $0 $0 $0 $0 $150 Printing 0 700 0 272 1,500 Duplicating 0 0 0 0 400 Telephone 0 0 0 0 300 Travel 0 0 0 0 6,000 Member travel 0 0 0 0 1,000 Insurance 4,629 9,000 7,753 12,382 18,000 Meetings&Conferences 0 1,000 700 700 2,000 Function Costs 1,611 27,600 4,407 30,001 28,000 Audio Visual 7,389 27,400 11,099 23,660 19,000 Office Supplies 0 200 0 48 900 Layout/Design 0 0 0 0 2,500 Plaques and Awards 2,500 250 132 132 250 Delivery 0 0 0 0 200 TOTAL $16,129 $66,150 $24,090 $67,195 $80,200

102 AMERICAN BUS ASSOCIATION WEBSITE

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Computer Services $600 $3,000 $0 $3,300 $1,800 Consulting Services 450 5,000 0 7,200 8,200 Depreciation&Amortization 817 4,000 5,040 15,917 14,138 TOTAL $1,867 $12,000 $5,040 $26,417 $24,138

103 AMERICAN BUS ASSOCIATION COMMUNICATIONS & MARKETING

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Salaries $41,065 $145,458 $35,738 $172,064 $157,857 Fringe Benefits 16,002 64,005 12,367 49,772 55,714 Postage 36 100 0 73 100 Advertising 0 0 0 0 5,000 Printing 0 1,000 0 393 1,000 Photo Services 8,194 20,000 0 20,681 25,000 Duplicating 64 500 0 583 0 Telephone 547 3,000 756 3,029 2,500 Computer Services 0 0 795 795 0 Consulting Services 10,352 10,000 6,000 11,539 25,000 Dues&Subscriptions 14,333 10,000 4,083 10,123 10,000 Travel 8,149 8,000 7,197 3,831 9,000 Local Expense 0 500 47 642 500 Meetings&Conferences 0 0 225 225 0 Function Costs 0 500 309 309 500 Audio Visual 0 2,000 1,080 1,080 0 Entertainment 0 0 0 149 500 Seminars Registration 744 3,000 204 1,443 3,000 Office Supplies 83 300 0 551 300 Layout/Design 0 0 0 400 0 Office Occupancy 14,772 50,905 15,040 52,500 51,213 Delivery 54 0 0 33 0 TOTAL $114,394 $319,268 $83,840 $330,214 $347,184

104 AMERICAN BUS ASSOCIATION MEMBERSHIP SERVICES

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Salaries $70,668 $216,939 $67,848 $249,707 $213,642 Fringe Benefits 26,662 58,250 23,076 75,796 72,835 Temporary Help 95 0 10,204 19,362 10,000 Postage 686 10,000 0 14,541 10,200 Recruitment 0 0 0 23,024 0 Mailing&Handling 0 500 0 1,248 500 Printing 0 2,000 0 651 8,000 Duplicating 312 2,500 0 4,408 5,500 Telephone 1,113 6,000 1,398 5,743 6,200 Computer Services 35,396 95,700 38,456 99,425 79,000 Consulting Services 18,485 20,000 1,850 39,842 0 Dues&Subscriptions 0 1,000 99 2,188 2,500 Travel 11,134 25,000 9,239 25,709 26,500 Meetings&Conferences 46,998 45,000 48,535 71,400 68,000 Function Costs 4,923 12,000 4,865 18,338 20,000 Audio Visual 621 5,000 2,925 6,898 6,000 Decorating 9,227 4,500 4,208 4,208 6,000 Entertainment 0 0 70 70 0 Seminars Registration 329 0 0 298 0 Office Supplies 394 2,000 1,941 3,923 3,000 Membership Services 1,233 7,500 0 10,650 10,000 Layout/Design 0 0 0 0 2,500 Office Occupancy 14,772 50,905 15,040 52,500 51,213 Storage 0 0 0 0 500 Plaques and Awards 1,215 0 1,000 1,000 0 Prizes 0 3,000 3,229 3,229 3,000 Delivery 576 2,000 526 1,707 3,200 Finance Charges 7,098 15,000 3,776 18,924 15,000 Canadian Exchange Charges 0 0 133 293 0 TOTAL $251,936 $584,794 $238,418 $755,080 $623,290

105 AMERICAN BUS ASSOCIATION MARKETPLACE

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Salaries $100,443 $376,672 $89,236 $291,775 $373,411 Fringe Benefits 39,469 119,645 34,540 89,768 118,597 Temporary Help 4,725 500 0 11,060 2,000 Postage 360 7,500 203 4,747 13,500 Mailing&Handling 9,448 2,000 1,166 3,595 6,000 Printing 16,265 22,950 9,107 12,703 25,400 Photo Services 0 0 3,000 0 0 Duplicating 349 1,000 0 1,075 4,000 Telephone 1,968 7,000 1,770 7,050 7,000 Computer Services 26,132 80,000 44,083 116,291 51,500 Consulting Services 13,275 17,500 11,825 11,825 12,050 Travel 39,881 40,850 38,448 55,025 33,850 Member travel 21,844 35,000 25,704 31,173 40,000 Insurance 9,391 10,000 8,978 8,978 10,000 Legal Services 863 0 0 0 1,000 Meetings&Conferences 43,184 81,000 63,673 63,673 81,500 Function Costs 388,450 178,600 211,495 211,495 162,500 Audio Visual 232,792 177,000 199,656 202,465 277,000 Security 160 8,500 10,640 10,640 8,500 Decorating 162,682 200,000 206,936 206,936 220,000 Entertainment 3,000 0 0 0 0 Office Supplies 476 9,000 2,412 12,615 9,000 Computer Supplies 0 0 350 0 0 Computer Rental & Maint 0 100 0 0 100 Layout/Design 198 2,100 1,250 1,272 3,500 Office Occupancy 23,059 79,958 23,461 82,350 80,420 Storage 356 0 311 1,356 0 Speakers/Honorariums 68,200 95,000 98,600 98,600 90,000 Plaques and Awards 1,036 1,500 0 656 1,500 Gratuities 858 3,000 1,289 4,020 5,000 Taxes&Licenses 0 0 936 936 0 Delivery 1,072 1,000 2,077 1,977 1,000 Finance Charges 12,143 40,000 9,983 48,032 40,000 TOTAL $1,222,076 $1,597,375 $1,101,129 $1,592,091 $1,678,328

106 AMERICAN BUS ASSOCIATION BOARD OF DIRECTORS

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Salaries $0 $29,511 $1,026 $20,055 $28,652 Fringe Benefits 0 6,904 636 5,370 6,770 Postage 0 0 0 2 100 Photo Services 0 500 0 0 1,000 Duplicating 0 250 0 160 1,000 Telephone 0 0 0 0 500 Computer Services 0 0 795 795 0 Travel 5,095 7,000 3,899 10,870 7,000 Member travel 5,240 20,000 1,000 28,245 30,000 Travel-Chairman 991 7,500 5,162 6,295 10,000 Legal Services 13,121 25,000 13,442 50,289 20,000 Meetings&Conferences 0 4,000 175 10,163 7,000 Function Costs 8,453 100,000 9,161 116,202 101,000 Audio Visual 7,494 35,000 5,163 51,162 40,000 Office Supplies 0 0 0 0 1,000 Speakers/Honorariums 10,500 10,000 0 23,000 10,000 Plaques and Awards 0 0 1,972 2,465 1,000 Gratuities 0 0 0 0 500 Delivery 0 0 0 375 1,000 TOTAL $50,895 $245,665 $42,430 $325,447 $266,522

107 AMERICAN BUS ASSOCIATION CTIS PROGRAM

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Postage $15 $0 $0 $0 $0 Printing 0 0 0 0 100 Duplicating 48 0 0 28 0 Travel 519 750 0 0 750 Function Costs 0 3,500 2,628 2,628 4,500 Decorating 577 0 711 711 0 TOTAL $1,159 $4,250 $3,340 $3,368 $5,350

108 AMERICAN BUS ASSOCIATION DESTINATIONS

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Salaries $16,644 $80,496 $11,405 $53,516 $77,624 Fringe Benefits 6,309 26,832 4,368 16,215 25,937 Postage 7,901 24,000 9,066 26,564 33,000 Printing 20,303 63,000 19,521 59,497 71,000 Duplicating 2 0 0 0 0 Telephone 427 2,400 634 2,533 0 Publishers Expense 50,200 168,000 50,200 150,967 185,700 Storage 236 0 311 1,356 0 Promotion 0 0 918 918 0 Commissions 30,820 81,000 28,315 81,925 120,200 TOTAL $132,841 $445,728 $124,738 $393,492 $513,461

109 AMERICAN BUS ASSOCIATION MOTORCOACH MARKETER

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Salaries $3,465 $10,752 $0 $18,094 $10,443 Fringe Benefits 2,074 2,604 0 5,241 2,493 Postage 0 12,996 0 11,802 8,000 Printing 0 45,000 0 43,410 42,000 Duplicating 24 0 0 182 0 Telephone 640 3,600 951 3,800 0 Publishers Expense 0 15,000 0 13,800 18,000 Commissions 0 32,004 0 27,009 45,000 TOTAL $6,202 $121,956 $951 $123,338 $125,936

110 AMERICAN BUS ASSOCIATION MARKETPLACE TODAY

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Printing $9,476 $12,000 $12,223 $12,223 $14,000 Photo Services 8,124 6,996 594 7,013 7,000 Travel 7,139 6,996 6,719 8,362 0 Audio Visual 594 0 0 0 0 Publishers Expense 22,500 23,004 29,419 23,000 24,000 Commissions 7,801 6,996 5,866 5,866 10,000 TOTAL $55,636 $55,992 $54,821 $56,464 $55,000

111 AMERICAN BUS ASSOCIATION ABA INSIDER

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Salaries $4,866 $7,248 $4,673 $9,232 $7,037 Fringe Benefits 1,554 2,412 1,728 3,212 2,199 Publishers Expense 0 47,580 13,195 53,795 61,900 Commissions 0 7,200 1,402 5,863 19,800 TOTAL $6,420 $64,440 $20,998 $72,102 $90,936

112 AMERICAN BUS ASSOCIATION GENERAL & ADMINISTRATIVE

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2019 2019 2018 2018 2018

Salaries $151,978 $760,418 $176,754 $768,391 $725,369 Fringe Benefits 56,116 195,674 65,831 199,643 183,176 Postage 182 1,000 119 1,528 500 Educational Assistance 0 1,000 0 0 5,000 Recruitment 0 0 690 1,588 0 Printing 99 0 0 0 0 Duplicating 670 2,000 2,778 2,463 1,250 Telephone 5,531 5,000 1,651 5,688 5,000 Computer Services 11,225 53,701 14,767 59,578 51,600 Consulting Services 13,384 20,250 4,918 22,878 19,750 Contributions 250 1,250 5,200 5,950 8,750 Dues&Subscriptions 14,760 23,000 14,607 22,853 28,026 Travel 15,277 35,000 4,507 45,115 35,000 Local Expense 506 2,000 106 1,644 2,000 Insurance 11,313 21,000 9,826 20,445 21,000 Legal Services 288 1,000 5,912 8,632 1,000 Meetings&Conferences 0 0 0 1,340 2,600 Entertainment 512 2,500 0 3,835 2,000 Seminars Registration 595 5,000 4,600 14,568 9,150 Office Supplies 4,936 10,000 2,983 12,856 12,000 Equipment Rental&Maintenance 3,672 5,000 1,972 4,787 5,000 Office Occupancy 35,734 130,660 35,130 122,624 131,080 Office Maintenance 768 13,580 2,499 7,767 13,760 Storage 356 1,500 311 1,356 2,800 Special Events 284 12,500 8,587 8,780 12,500 Taxes&Licenses 919 750 726 1,172 2,750 Delivery 401 1,000 177 1,517 600 Taxes-Unrelated Business Income 0 5,000 0 2,500 0 Reference Materials 1,772 2,250 721 1,615 2,250 Auto Leasing 2,550 10,200 2,531 10,180 10,200 Accounting Services 30,461 30,000 28,967 28,967 28,500 Payroll Services 2,592 6,500 2,388 9,547 6,500 Bank Service Charges 2,109 1,000 15 950 5,000 Depreciation&Amortization 27,839 116,848 22,012 105,368 102,010 Interest 311 1,800 401 1,472 1,800 TOTAL $397,389 $1,478,381 $421,685 $1,507,595 $1,437,921

113 American Bus Association, Inc. and Affiliate

Consolidated Financial Report December 31, 2018

114 Contents

Independent auditor’s report 1-2

Financial statements

Consolidated balance sheets 3

Consolidated statements of activities 4

Consolidated statements of functional expenses 5-6

Consolidated statements of cash flows 7

Notes to consolidated financial statements 8-17

Independent auditor’s report on the supplementary information 18

Supplementary information

Consolidating balance sheet 19

Consolidating statement of activities 20

Consolidating statement of revenue and expenses – actual to budget 21-22

115 Independent Auditor’s Report

To the Board of Directors American Bus Association, Inc.

Report on the Financial Statements We have audited the accompanying consolidated financial statements of American Bus Association, Inc. and Affiliate (the Association), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, the related consolidated statements of activities, functional expenses and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

1 116 Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Bus Association, Inc. and Affiliate as of December 31, 2018 and 2017, and the changes in their net assets and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matters As disclosed in Note 1 to the financial statements, the Association adopted the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-14, Not-for-Profit Entities (Topic 958): Presentation of Financial Statements of Not-for-Profit Entities. The adoption of this standard resulted in the issuance of the statement of functional expenses and additional footnote disclosures. Our opinion is not modified with respect to this matter.

Washington, D.C. April 1, 2019

2 117 American Bus Association, Inc. and Affiliate

Consolidated Balance Sheets December 31, 2018 and 2017

2018 2017 Assets

Current assets: Cash and cash equivalents $ 2,393,955 $ 2,647,063 Accounts receivable, net 78,083 50,205 Investments 4,630,743 4,783,568 Prepaid expenses and deposits 211,700 237,408 Total current assets 7,314,481 7,718,244

Assets held under deferred compensation agreements 740,749 645,863 Property and equipment, net 4,656,904 4,888,516

$ 12,712,134 $ 13,252,623

Liabilities and Net Assets

Current liabilities: Accounts payable and accrued expenses $ 264,400 $ 178,792 Capital lease obligation - current portion 8,803 8,437 Deferred revenue 3,765,411 3,844,058 Bonds payable – current maturities 135,657 130,920 Total current liabilities 4,174,271 4,162,207

Long-term liabilities: Capital lease obligation, less current portion 21,226 30,029 Bonds payable, less current maturities 2,876,508 3,003,387 Obligation under deferred compensation agreements 740,749 645,863 Total long-term liabilities 3,638,483 3,679,279

Total liabilities 7,812,754 7,841,486

Contingency (Notes 8 and 10)

Net assets without donor restrictions 4,899,380 5,411,137

$ 12,712,134 $ 13,252,623

See notes to consolidated financial statements.

3 118 American Bus Association, Inc. and Affiliate

Consolidated Statements of Activities Years Ended December 31, 2018 and 2017

2018 2017 Revenue: Conferences, seminars and meetings $ 3,306,070 $ 3,395,336 Memberships 1,704,425 1,694,187 Publications 716,428 740,054 Miscellaneous income 537,769 427,645 Total revenue 6,264,692 6,257,222

Expenses: Program services: Conferences, seminars, and meetings 1,920,897 1,906,020 Governmental relations 1,267,501 1,109,829 Publications 645,396 709,509 Communications 356,632 342,593 4,190,426 4,067,951 Support services: Membership development 755,082 698,048 General and administrative 1,507,597 1,406,863 Total expenses 6,453,105 6,172,862

Change in net assets before investment (loss) income (188,413) 84,360

Investment (loss) income (323,344) 430,950

Change in net assets (511,757) 515,310

Net assets: Beginning 5,411,137 4,895,827

Ending $ 4,899,380 $ 5,411,137

See notes to consolidated financial statements.

4 119 American Bus Association, Inc. and Affiliate

Consolidated Statement of Functional Expenses Year Ended December 31, 2018

Program Services Support Services Conferences, Seminars, and Governmental Membership General and Meetings Relations Publications Communications Development Administrative Total

Salaries $ 311,829 $ 473,661 $ 80,843 $ 172,064 $ 249,707 $ 768,391 $ 2,056,495 Fringe benefits 95,138 137,237 24,668 49,772 75,796 201,115 583,726 Office occupancy 57,898 108,624 - 36,911 36,911 86,213 326,557 Function costs 330,325 31,964 - 309 18,338 - 380,936 Audio visual 253,627 24,578 - 1,080 6,898 - 286,183 Computer services 117,086 - - 4,095 99,425 59,578 280,184 Consulting services 11,825 164,793 - 18,739 39,842 22,878 258,077 Publishers expense - - 241,562 - - - 241,562 Legal services 50,289 166,543 - - - 8,632 225,464 Decorating 207,648 - - - 4,208 - 211,856 Travel 65,888 29,453 8,361 3,831 25,709 45,115 178,357 Meetings and conferences 73,837 5,525 - 225 71,400 1,340 152,327 Printing 12,703 1,783 115,130 393 651 - 130,660 Speakers and honorariums 121,600 - - - - - 121,600 Depreciation and amortization 24,452 45,875 - 31,506 15,589 141,779 259,201 Commissions - - 120,664 - - - 120,664 Dues and subscriptions - 46,551 - 10,123 2,188 22,853 81,715 Finance charges 48,032 - - - 18,924 - 66,956 Member travel 59,418 1,213 - - - - 60,631 Postage 4,749 65 38,366 73 14,541 1,528 59,322 Insurance 8,978 12,382 - - - 20,445 41,805 Telephone 7,050 4,401 6,333 3,029 5,743 5,688 32,244 Office supplies 12,615 533 - 551 3,923 12,856 30,478 Temporary help 11,060 - - - 19,362 - 30,422 Accounting services - - - - - 28,967 28,967 Photo services - - 7,013 20,681 - - 27,694 Recruitment - - - - 23,024 1,588 24,612 Seminars registration - 717 - 1,443 298 14,568 17,026 Duplicating 1,262 2,351 182 583 4,408 2,463 11,249 Membership services - - - - 10,650 - 10,650 Security 10,640 - - - - - 10,640 Auto leasing - - - - - 10,180 10,180 Payroll services - - - - - 9,547 9,547 Special events - - - - - 8,780 8,780 Promotion - 6,980 918 - - - 7,898 Office maintenance - - - - - 7,767 7,767 Travel - chairman 6,295 - - - - - 6,295 Contributions - - - - - 5,950 5,950 Delivery 2,353 113 - 33 1,707 1,517 5,723 Mailing and handling 3,595 - - - 1,248 - 4,843 Equipment rental and maintenance - - - - - 4,787 4,787 Local expense - 2,027 - 642 - 1,644 4,313 Plaques and awards 3,121 132 - - 1,000 - 4,253 Storage 1,356 - 1,356 - - 1,356 4,068 Entertainment - - - 149 70 3,835 4,054 Gratuities 4,020 - - - - - 4,020 Prizes - - - - 3,229 - 3,229 Unrelated business income taxes - - - - - 2,500 2,500 Taxes and licenses 936 - - - - 1,172 2,108 Layout and design 1,272 - - 400 - - 1,672 Reference materials - - - - - 1,615 1,615 Bank service charges - - - - - 950 950 Canadian exchange charges - - - - 293 - 293

Total expenses $ 1,920,897 $ 1,267,501 $ 645,396 $ 356,632 $ 755,082 $ 1,507,597 $ 6,453,105

See notes to consolidated financial statements.

5 120 American Bus Association, Inc. and Affiliate

Consolidated Statement of Functional Expenses Year Ended December 31, 2017

Program Services Support Services Conferences, Seminars, and Governmental Membership General and Meetings Relations Publications Communications Development Administrative Total

Salaries $ 333,528 $ 479,493 $ 57,226 $ 152,414 $ 264,915 $ 730,287 $ 2,017,863 Fringe benefits 97,360 133,896 16,302 42,036 73,746 182,761 546,101 Office occupancy 62,112 116,715 - 40,287 39,661 93,875 352,650 Audio visual 337,898 21,963 594 - 4,040 - 364,495 Function costs 290,172 33,980 - 1,577 23,030 - 348,759 Decorating 295,038 - - - 6,309 - 301,347 Publishers expense - - 298,910 - - - 298,910 Consulting services 41,969 108,189 - 27,698 33,080 21,274 232,210 Computer services 56,691 - - 1,350 67,754 60,513 186,308 Travel 44,047 24,260 8,099 7,435 34,422 36,169 154,432 Commissions - - 154,329 - - - 154,329 Printing 20,142 1,332 114,481 - - - 135,955 Legal services 26,511 62,213 - - 13,111 578 102,413 Meetings and conferences 41,112 2,351 - - 45,434 1,200 90,097 Dues and subscriptions 1,454 46,740 - 7,416 2,047 26,788 84,445 Speakers and honorariums 82,450 - - - - - 82,450 Finance charges 43,577 - - - 25,943 - 69,520 Depreciation and amortization 23,185 43,566 - 33,889 14,804 78,679 194,123 Postage 6,981 109 44,446 69 7,768 403 59,776 Member travel 49,503 1,077 - 495 - - 51,075 Insurance 10,650 17,066 - - - 20,033 47,749 Office supplies 15,587 1,446 - 391 3,971 15,421 36,816 Telephone 6,971 5,166 6,350 3,211 7,754 5,263 34,715 Accounting services - - - - - 27,500 27,500 Photo services 451 30 5,800 20,835 - - 27,116 Seminars registration - 1,565 - 1,069 229 14,085 16,948 Office maintenance - - - - - 14,852 14,852 Contributions - - - - - 13,250 13,250 Temporary help 405 - 1,739 - 10,021 - 12,165 Duplicating 3,388 1,547 226 483 4,668 1,121 11,433 Auto leasing - - - - - 10,856 10,856 Special events - - - - - 10,008 10,008 Payroll services - - - - - 7,867 7,867 Educational assistance - - - - 1,049 6,343 7,392 Taxes and licenses 607 - - - - 6,742 7,349 Bank service charges - - - - - 6,821 6,821 Membership services - - - - 6,224 - 6,224 Delivery 2,083 534 - - 2,464 1,080 6,161 Promotion - 4,890 - 295 420 - 5,605 Equipment rental and maintenance - - - - - 5,523 5,523 Travel - chairman 4,861 - - - - - 4,861 Storage 706 - 1,007 - 793 2,145 4,651 Prizes 270 - - - 4,049 - 4,319 Local expense 108 1,701 - 163 71 1,942 3,985 Layout and design 2,183 - - - - - 2,183 Entertainment - - - 426 - 1,519 1,945 Gratuities 1,664 - - - - - 1,664 Reference materials - - - - - 1,272 1,272 Mailing and handling 1,175 - - - - - 1,175 Plaques and awards 1,065 - - - - - 1,065 Advertising - - - 1,054 - - 1,054 Recruitment - - - - 88 690 778 Canadian exchange charges - - - - 183 - 183 Internet and computer maintenance 116 - - - - - 116 Miscellaneous - - - - - 3 3

Total expenses $ 1,906,020 $ 1,109,829 $ 709,509 $ 342,593 $ 698,048 $ 1,406,863 $ 6,172,862

See notes to consolidated financial statements.

6 121 American Bus Association, Inc. and Affiliate

Consolidated Statements of Cash Flows Years Ended December 31, 2018 and 2017

2018 2017 Cash flows from operating activities: Change in net assets $ (511,757) $ 515,310 Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation and amortization 259,201 194,123 Amortization of bond acquisition costs 6,685 6,685 Realized and unrealized loss (gain) on investments 450,837 (344,477) Changes in assets and liabilities: (Increase) decrease in: Accounts receivable (27,878) 253,163 Prepaid expenses and deposits 25,708 196,562 Increase (decrease) in: Accounts payable and accrued expenses 85,608 (10,848) Deferred revenue (78,647) (22,940) Obligation under deferred compensation agreements 94,886 163,821 Net cash provided by operating activities 304,643 951,399

Cash flows from investing activities: Purchase of property and equipment (27,589) (208,891) Purchase of investments (464,725) (390,593) Proceeds from sale of investments 71,827 56,436 Net cash used in investing activities (420,487) (543,048)

Cash flows from financing activities: Principal payments on capital lease (8,437) (6,255) Principal payments on bonds payable (128,827) (117,581) Net cash used in financing activities (137,264) (123,836)

Net (decrease) increase in cash and cash equivalents (253,108) 284,515

Cash and cash equivalents: Beginning 2,647,063 2,362,548

Ending $ 2,393,955 $ 2,647,063

Supplemental disclosures of cash flow information: Cash paid for interest $ 113,259 $ 117,831

Supplemental disclosure of financing activities: Equipment acquired through capital lease $ - $ 44,721

See notes to consolidated financial statements.

7 122 American Bus Association, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 1. Nature of Activities and Significant Accounting Policies Nature of activities: American Bus Association, Inc. and Affiliate (the Association) consists of two entities: American Bus Association, Inc. incorporated in 1931 and Buses, LLC formed in 2007.

American Bus Association, Inc. (ABA) is the North American trade association of the intercity bus industry, with approximately 1,000 motorcoach owners and tour company members in the United States, Canada and Mexico. Its members operate charter, tour, regular route, airport express, special operations and contract services (commuter, school and transit). Another approximately 2,800 members are travel and tourism organizations, and suppliers of bus products and services who work in partnership with the North American motorcoach industry.

The mission of the Association is to represent the United States bus industry in Washington, D.C.; to facilitate relationships between the North American motorcoach industry and all related segments of the travel and supplier industry; and to create awareness of the motorcoach industry among consumers in North America.

Buses, LLC (the LLC) is a limited liability company created by ABA. The LLC’s primary business purpose is to manage publications of ABA. ABA is the sole member of the LLC.

A summary of the Association’s significant accounting policies follows:

Basis of accounting: The accompanying financial statements are presented in accordance with the accrual basis of accounting, whereby revenue is recognized when earned and expenses are recognized when incurred.

Principles of consolidation: The accompanying consolidated financial statements include the accounts of ABA and the LLC. All significant intercompany transactions have been eliminated in the consolidation.

Basis of presentation: The financial statement presentation follows the recommendations of the Financial Accounting Standards Board Accounting (FASB) Accounting Standards Codification (ASC). As required by the Not-for-Profit Entities topic of the ASC, Balance Sheet and Income Statement, the Association is required to report information regarding its financial position and activities according to two separate classes of net assets: net assets with and without donor restrictions. There were no net assets with donor restrictions at December 31, 2018 and 2017.

Cash and cash equivalents: For purposes of reporting cash flows, the Association considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less, to be cash equivalents.

Financial risk: The Association maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Association has not experienced any losses in such accounts. The Association believes it is not exposed to any significant financial risk on cash and cash equivalents.

The Association invests in a professionally managed portfolio that contains various securities which are exposed to various risks such as interest, market and credit risk. Due to the level of risk associated with such investments, and the level of uncertainty related to changes in the value of such investments, it is at least reasonably possible that changes in risks in the near term could materially affect investment balances and the amounts reported in the consolidated financial statements.

8 123 American Bus Association, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 1. Nature of Activities and Significant Accounting Policies (Continued) Accounts receivable: Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivable are written off when deemed uncollectible. The provision for doubtful accounts, based on management’s evaluation of the collectability of receivables, was $15,000 at December 31, 2018 and 2017. There was no bad debt expense during the years ended December 31, 2018 and 2017.

Investments: Investments in equity securities with readily determinable fair values and all investments in debt securities are reflected at fair market value. Cash in investment accounts are considered short-term investments held at cost. The unrealized gains and losses are reported in the statements of activities as part of investment income.

Property and equipment: Property and equipment is stated at cost. Depreciation is computed principally by the straight-line method over their estimated useful lives of 3 to 39 years. Assets acquired under capital leases are amortized on a straight-line basis over the life of the lease or the useful life of the improvement, whichever is shorter. The depreciation expense on assets acquired under capital leases is included with depreciation expense on owned assets. The Association capitalizes all property and equipment with a cost of $1,000 or more.

Valuation of long-lived assets: The Association reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Assets to be disposed of are reportable at the lower of the carrying amount or fair value, less costs to sell.

Revenue recognition: Conference, seminar fees and meeting revenue is recognized at the time of the conference, seminar or meeting. Amounts received in advance are recorded as deferred revenue.

Membership dues are recognized ratably over the applicable dues period. Amounts received for dues which relate to the subsequent year have been reflected as deferred revenue.

Publication revenue is recognized upon delivery of material.

Rents are recognized as income on the straight-line basis over the applicable lease term.

Use of estimates: The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

9 124 American Bus Association, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 1. Nature of Activities and Significant Accounting Policies (Continued) Income taxes: ABA is generally exempt from federal income taxes under the provisions of Section 501(c)(6) of the Internal Revenue Code. Income, which is not related to exempt purposes, less applicable deductions, is subject to federal and state corporate income taxes. ABA did not have any net unrelated business income tax for the years ended December 31, 2018 and 2017.

The LLC has elected to be taxed as a corporation. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The components of the LLC income tax expense are all current. There is no deferred tax recognition as there are no material timing differences between book and tax calculations. Federal and state income taxes for the years ended December 31, 2018 and 2017, were $2,500 and $0, respectively.

Management evaluated the Association’s tax positions and concluded that the Association had taken no uncertain tax positions that require adjustment to the consolidated financial statements.

Functional allocation of expenses: The costs of providing program services and supporting activities have been accounted for on a functional basis in the consolidated statements of activities. Accordingly, certain costs have been allocated among the program services and supporting activities. Such allocations are determined by management on an equitable basis. Occupancy and interest expenses are allocated based on square footage. Certain depreciation is directly charged to applicable areas and certain depreciation is allocated based on square footage or number of employees. Data processing and certain executive salaries and benefits are allocated based on time and effort.

Adopted accounting pronouncement In August 2016, the FASB issued ASU No. 2016-14, Not-for-Profit Entities (Topic 958): Presentation of Financial Statements of Not-for-Profit Entities. The amendments in this ASU are intended to make improvements to the information provided in the financial statements and the accompanying notes of not- for-profit entities. The amendments set forth the FASB’s improvements to net asset classification requirements and the information presented about a not-for-profit entity’s liquidity, financial performance and cash flows. The ASU was adopted by the Association in 2018.

Pending accounting pronouncement: In February 2016, FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the statement of financial position for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of activities. The new standard is effective for fiscal years beginning after December 15, 2019.

10 125 American Bus Association, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 1. Nature of Activities and Significant Accounting Policies (Continued) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in generally accepted accounting principles in the United States of America (U.S. GAAP) when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 one year, making it effective for annual reporting periods beginning after December 15, 2018. The Association has not yet selected a transition method. Liquidity and availability: The Organization regularly monitors liquidity and availability of financial assets required to meet its annual operating needs and other contractual commitments while also striving to maximize the return on investment of its funds not required for annual operations. As of December 31, 2018, the following financial assets are available to meet annual operating needs of the 2019 fiscal year:

Cash and cash equivalents $ 2,393,955 Accounts receivable, net 78,083 Investments 4,630,743 $ 7,102,781

Reclassification: Certain prior year amounts have been reclassified to conform to current period presentation. Net assets were not affected by these reclassifications.

Subsequent events: Subsequent events have been evaluated through April 1, 2019, which is the date the consolidated financial statements were available to be issued.

Note 2. Accounts Receivable Accounts receivable at December 31, 2018 and 2017, consist of the following:

2018 2017

Publications $ 61,034 $ 65,015 NBTA 10,028 - Miscellaneous 22,021 190 93,083 65,205 Less allowance for doubtful accounts (15,000) (15,000) $ 78,083 $ 50,205

Note 3. Related Party Transactions The Association provides administrative support and accounting services to American Bus Association Foundation, Inc. (ABAF), which is affiliated through common management and common control. ABAF reimburses the Association for any salary and fringe costs incurred. The Association has no economic interest in ABAF and thus is not included in these consolidated in the financial statements. The Association also provides administrative support and accounting services to National Bus Traffic Association, Inc. (NBTA), which is affiliated through common management. For the years ended December 31, 2018 and 2017, the Association recognized management fees of $97,875 and $82,237, respectively. Accounts receivable from NBTA totaled $10,117 and $0 at December 31, 2018 and 2017, respectively. There is no control or economic interest and thus no consolidation.

11 126 American Bus Association, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 3. Related Party Transactions (Continued) The Association established a political action committee (the PAC) in 1993 that is not consolidated with the accounts of the Association. The PAC is insignificant for consolidation.

Note 4. Property and Equipment The cost and accumulated depreciation of property and equipment at December 31, 2018 and 2017, consist of the following:

2018 2017

Office condominium $ 5,516,743 $ 5,516,743 Furniture, equipment and website 644,666 617,075 6,161,409 6,133,818 Less accumulated depreciation (1,504,505) (1,245,302) $ 4,656,904 $ 4,888,516

Depreciation expense for the years ended December 31, 2018 and 2017 was $259,201 and $194,123, respectively.

Note 5. Deferred Compensation The Association has a nonqualified deferred compensation plan for select employees under 457(b). The select employees may elect to defer salary for retirement. Salary deferrals in pretax contributions are limited to a maximum of $18,500 and $18,000 per participant in 2018 and 2017, respectively. There were no employer contributions to the plan in 2018 or 2017. The investments at December 31, 2018 and 2017, consist of mutual funds that amount to $740,749 and $645,863, respectively.

Note 6. Fair Value Measurements and Investments The Association follows the ASC topic, Fair Value Measurement. The topic applies to all assets and liabilities that are being measured and reported on a fair value basis. The topic establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. The topic enables the reader of the consolidated financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The topic requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market based inputs or unobservable inputs corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

In determining the appropriate levels, the Association performs a detailed analysis of the assets and liabilities that are subject to the topic. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. There were no Level 3 assets or liabilities at December 31, 2018 and 2017.

12 127 American Bus Association, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 6. Fair Value Measurements and Investments (Continued) The tables below present the balances of assets measured at fair value on a recurring basis by level within the hierarchy for investments at December 31, 2018 and 2017:

2018 Description Total Level 1 Level 2 Level 3 Assets: Common stocks: Diversified $ 807,490 $ 807,490 -$ -$ Technology 113,310 113,310 - - Finance 83,345 83,345 - - Consumer cyclical 77,738 77,738 - - Healthcare 73,721 73,721 - - Industrials 45,152 45,152 - - Consumer defensive 28,127 28,127 - - Energy 18,419 18,419 - - Basic material 17,178 17,178 - - Real estate 14,802 14,802 - - Utilities 5,854 5,854 - - Communication services 1,972 1,972 - - Total common stocks 1,287,108 1,287,108 - - Mutual funds: Foreign large blend equity 712,777 712,777 - - Short-term bond 323,352 323,352 - - Diversified emerging markets equity 164,787 164,787 - - World large stocks 1,163 1,163 - - Total mutual funds 1,202,079 1,202,079 - -

Corporate bonds 762,634 - 762,634 -

Government bonds 50,266 - 50,266 -

U.S. Treasury securities 620,587 - 620,587 - Total investments at fair value $ 3,922,674 $ 2,489,187 $ 1,433,487 -$

13 128 American Bus Association, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 6. Fair Value Measurements and Investments (Continued) 2017 Description Total Level 1 Level 2 Level 3 Assets: Common stocks: Communication services $ 577,779 $ 577,779 -$ -$ Energy 340,738 340,738 - - Consumer defensive 339,932 339,932 - - Utilities 319,809 319,809 - - Healthcare 267,002 267,002 Real estate 117,681 117,681 - - Finance 45,978 45,978 - - Industrials 21,924 21,924 - - Total common stocks 2,030,843 2,030,843 - - Mutual funds: Short-term bond 860,869 860,869 - - Short government 527,916 527,916 - - Foreign large blend equity 419,196 419,196 - - Small growth equity 335,952 335,952 - - Diversified emerging markets equity 65,831 65,831 - - Total mutual funds 2,209,764 2,209,764 - - Government bonds 22,662 - 22,662 - U.S. Treasury securities 520,299 - 520,299 - Total investments at fair value $ 4,783,568 $ 4,240,607 $ 542,961 -$

The Association’s common stocks and mutual funds are considered Level 1 instruments as they are actively traded on public exchanges. The Association’s corporate bonds, government bonds and U.S. Treasury securities are priced based on their stated interest rates and quality ratings. The interest and quality ratings are observable at commonly quoted intervals for the full term of the instruments and are, therefore, considered Level 2 items.

As of December 31, 2018 and 2017, short-term investment of cash held at cost were $708,069 and $0, respectively.

Investment (loss) income for the years ended December 31, 2018 and 2017 consists of the following:

2018 2017

Interest and dividends $ 167,722 $ 126,772 Realized and unrealized (loss) gain (450,837) 344,477 Investment fees (40,229) (40,299) $ (323,344) $ 430,950

14 129 American Bus Association, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 6. Fair Value Measurements and Investments (Continued) The tables below present the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy for the assets held under deferred compensation agreements and related liabilities at December 31, 2018 and 2017: 2018 Description Total Level 1 Level 2 Level 3 Assets: Mutual funds: Intermediate-term bond $ 316,992 $ 316,992 -$ -$ Large blend 199,493 199,493 - - Mid-cap value 80,397 80,397 - - Foreign large blend 60,259 60,259 - - Diversified 48,645 48,645 - - Small blend 19,045 19,045 - - Diversified emerging markets 15,918 15,918 - - $ 740,749 $ 740,749 -$ -$

Liabilities: Deferred compensation $ 740,749 -$ $ 740,749 -$

2017 Description Total Level 1 Level 2 Level 3 Assets: Mutual funds: Large growth $ 179,369 $ 179,369 -$ -$ Foreign large blend 112,834 112,834 - - Mid-cap blend 75,357 75,357 - - Small blend 75,106 75,106 - - Large blend 64,975 64,975 - - Mid-cap growth 39,973 39,973 - - Diversified emerging markets 31,420 31,420 - - Intermediate-term bond 30,960 30,960 - - Mid-cap value 20,245 20,245 - - Global real estate 12,396 12,396 - - Large value 3,228 3,228 - - $ 645,863 $ 645,863 -$ -$

Liabilities: Deferred compensation $ 645,863 -$ $ 645,863 -$

The mutual funds are considered Level 1 items as they are actively traded on public exchanges. The fair value of the deferred compensation liability is based on observable market data, as the underlying assets are comprised of Level 1 investments; however, the liability is not actively traded and, as a result, is considered a Level 2 item.

15 130 American Bus Association, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 7. Bonds Payable The District of Columbia issued Recovery Zone Facility Revenue Bonds, American Bus Association, Incorporated Issue, Series 2010 dated December 1, 2010 (the Bonds), in the amount of $3,995,000. TD Bank, N.A. purchased the Bonds. The Bonds bear interest at a fixed rate of 3.56% with monthly interest payments that began January 1, 2011. Monthly principal payments on the Bonds began on June 1, 2011, after which the total principal and interest payment was $20,348 per month. The Bonds have a final maturity date of December 1, 2035. The Bonds are collateralized by an indenture of trust covering substantially all of the Association’s assets. The Bonds contain various restrictive and financial covenants, all of which were not met by the Association at December 31, 2018. Interest expense on the Bonds totaled $113,259 and $117,831 for the years ended December 31, 2018 and 2017, respectively and recognized under office occupancy on consolidated statements of functional expenses.

As a result of obtaining the bonds, the Association incurred $167,126 of bond acquisition costs including but not limited to legal, accounting and underwriting fees, all of which were capitalized as of December 31, 2010. For the years ended December 31, 2018 and 2017, $6,685 of amortization expense related to the acquisition costs were recognized under office occupancy on consolidated statements of functional expenses and the accumulated amortization was $53,480 and $46,795, respectively.

Aggregate maturities of the Bonds at December 31, 2018, are due in future years as follows:

Years ending December 31: 2019 $ 135,657 2020 140,270 2021 145,642 2022 150,912 2023 156,373 Thereafter 2,396,957 Total maturities 3,125,811 Less unamortized bond acquisition costs 113,646 $ 3,012,165

Note 8. Contingency Employment contracts: The Association has an employment agreement with its President with an expiration date of June 30, 2019. In the event of termination, depending on the reason, the Association may be required to pay severance up to two years of the employee’s annual salary and other benefits.

16 131 American Bus Association, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 9. Rental Income The Association has a lease agreement with a tenant for a portion of its office condo, expiring in December 2021. Rental income for the years ended December 31, 2018 and 2017, is $125,774 and $115,349, respectively, and is included in miscellaneous income on the consolidated statements of activities.

Future minimum payments to be received are as follows:

Years ending December 31: 2019 $ 109,948 2020 114,072 2021 118,349 $ 342,369

Note 10. Retirement Plan The Association has a retirement plan for the benefit of eligible employees. The plan is a tax-deferred savings plan. An employee is eligible for participation in the tax-deferred savings plan on the date of employment. The Association contributes a discretionary amount equal to a predetermined percentage of the amount of salary reduction elected by the employee after one year of service. In addition, the Association contributes 10% of total compensation on behalf of employees when they have completed one year of service. Total contributions into the plan for 2018 and 2017, totaled $240,508 and $238,774.

17 132 Independent Auditor’s Report on the Supplementary Information

To the Board of Directors American Bus Association, Inc.

We have audited the consolidated financial statements (collectively, the financial statements) of American Bus Association, Inc. and Affiliate as of and for the years ended December 31, 2018 and 2017, and have issued our report thereon, dated April 1, 2019, which contains an unmodified opinion on those financial statements. See pages 1 and 2. Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole.

The consolidating supplementary information is presented for purposes of additional analysis rather than to present the financial position and changes in net assets of the individual companies and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The consolidating supplementary information, except for that portion marked “unaudited,” has been subjected to the auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. The information marked “unaudited” has not been subjected to the auditing procedures applied in the audit of the financial statements, and accordingly, we do not express an opinion or provide any assurance on it.

In our opinion, except for that portion marked “unaudited,” the information is fairly stated in all material respects in relation to the financial statements as a whole.

Washington, D.C. April 1, 2019

18 133 American Bus Association, Inc. and Affiliate

Consolidating Balance Sheet December 31, 2018

ABA, Inc. Buses, LLC Total Eliminations Consolidated Assets

Current assets: Cash and cash equivalents $ 1,474,431 $ 919,524 $ 2,393,955 $ - $ 2,393,955 Accounts receivables, net 930,539 1,068,429 1,998,968 (1,920,885) 78,083 Investments 4,630,743 - 4,630,743 - 4,630,743 Prepaid expenses and deposits 161,891 49,809 211,700 - 211,700 Total current assets 7,197,604 2,037,762 9,235,366 (1,920,885) 7,314,481

Assets under deferred compensation agreements 740,749 - 740,749 - 740,749 Property and equipment, net 4,656,904 - 4,656,904 - 4,656,904

$ 12,595,257 $ 2,037,762 $ 14,633,019 $ (1,920,885) $ 12,712,134

Liabilities and Net Assets

Current liabilities: Accounts payable and accrued expenses $ 1,258,767 $ 926,518 $ 2,185,285 $ (1,920,885) $ 264,400 Capital lease obligation - current portion 8,803 - 8,803 - 8,803 Deferred revenue 3,765,411 - 3,765,411 - 3,765,411 Bonds payable – current maturities 135,657 - 135,657 - 135,657 Total current liabilities 5,168,638 926,518 6,095,156 (1,920,885) 4,174,271

Long-term liabilities: Capital lease obligation, less current portion 21,226 - 21,226 - 21,226 Bonds payable, less current maturities 2,876,508 - 2,876,508 - 2,876,508 Obligation under deferred compensation agreements 740,749 - 740,749 - 740,749 Total long-term liabilities 3,638,483 - 3,638,483 - 3,638,483

8,807,121 926,518 9,733,639 (1,920,885) 7,812,754

Net assets – unrestricted 3,788,136 1,111,244 4,899,380 - 4,899,380

$ 12,595,257 $ 2,037,762 $ 14,633,019 $ (1,920,885) $ 12,712,134

19 134 American Bus Association, Inc. and Affiliate

Consolidating Statement of Activities Year Ended December 31, 2018

ABA, Inc. Buses, LLC Total Eliminations Consolidated Revenue: Conferences, seminars and meetings $ 3,306,070 $ - $ 3,306,070 $ - $ 3,306,070 Membership 1,704,425 - 1,704,425 - 1,704,425 Publications 85 716,343 716,428 - 716,428 Miscellaneous income 481,732 56,037 537,769 - 537,769 Total revenue 5,492,312 772,380 6,264,692 - 6,264,692

Expenses: Program services: Conferences, seminars and meetings 1,920,897 - 1,920,897 - 1,920,897 Governmental relations 1,267,501 - 1,267,501 - 1,267,501 Publications - 645,396 645,396 - 645,396 Communications 356,632 - 356,632 - 356,632 3,545,030 645,396 4,190,426 - 4,190,426

Support services: Membership development 755,082 - 755,082 - 755,082 General and administrative 1,424,883 82,714 1,507,597 - 1,507,597 Total expenses 5,724,995 728,110 6,453,105 - 6,453,105

Change in net assets before investment (loss) income (232,683) 44,270 (188,413) - (188,413)

Investment (loss) income (327,299) 3,955 (323,344) - (323,344)

Change in net assets (559,982) 48,225 (511,757) - (511,757)

Net assets: Beginning 4,348,118 1,063,019 5,411,137 - 5,411,137

Ending $ 3,788,136 $ 1,111,244 $ 4,899,380 $ - $ 4,899,380

20 135 American Bus Association, Inc. and Affiliate

Consolidating Statement of Revenue and Expenses – Actual to Budget Year Ended December 31, 2018

Budget ABA, Inc. Buses, LLC Consolidated (Unaudited) Revenue: Conferences, seminars and meetings: Marketplace and other $ 3,306,070 $ - $ 3,306,070 $ 3,480,000 3,306,070 - 3,306,070 3,480,000 Membership: Travel industry dues 1,159,323 - 1,159,323 1,225,000 Operator dues 366,223 - 366,223 360,000 Tour operator dues 106,863 - 106,863 80,000 Associate dues 72,016 - 72,016 60,000 1,704,425 - 1,704,425 1,725,000 Publications: Destinations 85 504,529 504,614 601,000 Motorcoach Marketer - 136,025 136,025 225,000 Marketplace Today - 29,330 29,330 50,000 Other publications - 46,459 46,459 99,000 85 716,343 716,428 975,000

Other income: Contract services 115,375 52,000 167,375 92,500 Rental income 125,774 - 125,774 125,775 Miscellaneous 240,583 4,037 244,620 134,250 481,732 56,037 537,769 352,525 Total revenue 5,492,312 772,380 6,264,692 6,532,525

(Continued)

21 136 American Bus Association, Inc. and Affiliate

Consolidating Statement of Revenue and Expenses – Actual to Budget (Continued) Year Ended December 31, 2018

Budget ABA, Inc. Buses, LLC Consolidated (Unaudited) Expenses: Marketplace $ 1,592,088 $ - $ 1,592,088 $ 1,678,328 General and administrative 1,424,883 82,714 1,507,597 1,437,921 Government affairs 1,200,305 - 1,200,305 1,218,007 Destinations - 393,492 393,492 513,461 Membership services 755,081 - 755,081 623,291 Communications and marketing 330,211 - 330,211 347,184 Board of Directors 325,448 - 325,448 266,522 Motorcoach marketer - 123,338 123,338 125,936 Bus Industry Safety Council 67,195 - 67,195 80,200 ABA Insider - 72,102 72,102 90,936 Marketplace Today - 56,464 56,464 55,000 Website maintenance 26,417 - 26,417 24,138 CTIS Program 3,367 - 3,367 5,350 Total expenses 5,724,995 728,110 6,453,105 6,466,274

Change in net assets before investment (loss) income (232,683) 44,270 (188,413) 66,251

Investment (loss) income (327,299) 3,955 (323,344) 200,000

Change in net assets $ (559,982) $ 48,225 $ (511,757) $ 266,251

22 137 BOARD ROTATION SCHEDULE

Membership Category

Term Expiration

# of Buses

Name

Term Expiration 2020 1 Dane Cornell Associate 2 Ian Smart Associate 3 François Tremblay Associate 4 Julia Conway Charter-Tour 46 5 John Meier Charter-Tour 56 6 Bill Torres Charter-Tour 51 7 Linda Burtwistle Charter-Tour 1654 8 Daryl Johnson Enterprise 10 9 Buddy Young Enterprise 10 10 Gene Berardi Fixed Route 130 11 Ben Blunt Fixed Route 35 12 Steve Woelfel Fixed Route 67 13 David Eaton Tour 14 Chris Shepler Travel 15 John Percy Travel 16 Luke Busskohl Marketplace Chair 17 Peter Pantuso President & CEO

Term Expiration 2021 1 Alan Glickman Charter-Tour 40 2 Terry Fischer Charter-Tour 37 3 Karen Sanders Charter-Tour 231 4 Francis Tedesco Charter-Tour 795 5 TJ Morgan Enterprise 13 6 Cam Morris Enterprise 13 7 John Miller Fixed Route 91 8 Tom JeBran Fixed Route 63 9 Mike Dickson Fixed Route 41 10 Peter Picknelly Fixed Route 265 11 Bill Blankenship Non Voting 1493 12 Stephanie Parr-Brooks Tour 13 A.J. Kinney Tour

Term Expiration 2022 1 Warren Dickinson Associate 2 Polina Raygorodskaya Associate 3 Doug Anderson Charter-Tour 42 4 Don DeVivo Charter-Tour 83 5 Jonathan Berzas Charter-Tour 65 6 Kim Grzywacz Enterprise 13 7 Al Spence Enterprise 9 8 Chris Anzuoni Fixed Route 37 9 Steve Haddad Fixed Route 64 10 Michael Colborne Fixed Route 639 11 Jim Jalbert Fixed Route 27 12 Ron Moore Fixed Route 40 13 Bryan Cole Tour 14 Cindy Brown Travel 15 Mikie Coffman Travel 16 Stephanie Lee Travel 17 Linda Spruill Travel

Honorary 1 Thomas Morgan NA 2 Woody Blunt NA 3 Ron Eyre NA 4 Craig Lentzsch NA

138 201 ABA Proposed Executive Committee

Board Board Expiration Committee Committee Expiration Committee Committee Expiration Office Officers Date Position Member Date Position Member Date Board Don 2021 Policy Jim Jalbert 20 At-Large Karen 2020 Chairman Devivo Committee (2 yr term) Sanders (1st term) (3 yr term) Chair (6 yr max) (2 yr term) Board Vice Gene 2021 Fixed Route At-Large 20 Chairman Berardi Representative ( term) (2 yr term) ( term) (3 yr term) (2 yr term) (6 yr max) (6 yr max) Immediate John 2021 Charter & Tour Terry 2020 At-Large Steve 2020 Past Meier Representative Fischer (1st term) (2 yr term) Woelfel (1st Term) Chairman (2 yr term) (6 yr max) (3 yr term) (6 yr max)

Executive John 20 Enterprise Buddy 2020 At-Large Chris 20 Committee Miller Representative Young (2nd term) (2 yr term) Shepler ( term) Treasurer (2 yr term) (6 yr max) (1 yr term) (6 yr max) ABA Peter 20 President & Pantuso CEO (1 yr term)

Terms that end in January : -John Miller - Treasurer -

-

- , At-Large - -Peter Pantuso, President & CEO

139 2019 AUDIT COMMITTEE

Gene Berardi Chair Adirondack Trailways Doug Anderson Member Anderson Coach & Travel Craig Lentzsch Member John Miller Member Miller Transportation Steve Woelfel Member Jefferson Lines Don DeVivo Ex-Officio DATTCO Inc. Pete Pantuso Staff Eric Braendel Staff

The Audit Committee is the Board Committee principally charged with the following responsibilities:

• Assessing the adequacy of internal controls and risk management systems • Overseeing the financial and compliance reporting at year end • Overseeing the audit process • Selecting the independent auditor

The ABA Vice Chairman chairs the Audit Committee.

140 2019 AUTONOMOUS VEHICLE COMMITTEE

John Meier Chair Badger Bus Ben Blunt Member Concord Coach Lines Linda Burtwistle Member Coach USA Michael Colborne Member Pacific Western Transportation Dane Cornell Member ABC Companies Polina Raygorodskaya Member Wanderu Ian Smart Member Motor Coach Industries Buddy Young Member Capitol Bus Lines Gene Berardi Ex-Officio Adirondack Trailways Don DeVivo Ex-Officio DATTCO

Autonomous Vehicle Committee: The Autonomous Vehicle Committee is an ad hoc ABA committee that monitors technological advancements that would enable autonomous motorcoach operations, and evaluates the potential for autonomous vehicles to enter and impact the industry.

141 2019 BUSPAC COMMITTEE

Peter Picknelly Chair Peter Pan Bus Lines Dane Cornell Member ABC Companies James Jalbert Member C & J Lines Ron Moore Member Burlington Trailways TJ Morgan Member Citizen Auto Stage Lines John Percy Member Niagara Tourism & Convention Corp. Gene Berardi Ex-Officio Adirondack Trailways Don DeVivo Ex-Officio DATTCO Inc. Suzanne Rohde Staff ABA

The BUSPAC Committee is the Board Committee principally charged with overseeing the administration and execution of a motorcoach industry Political Action committee. BUSPAC is entrusted with contributing to the political campaigns of members of the U.S, House and Senate who support the private over-the-road motorcoach industry. It obtains its funds by soliciting contributions from all authorizing company’s executive and administrative employees.

142 2019 BYLAWS COMMITTEE

Al Spence Chair A.S. Midway Trailways Doug Anderson Member Anderson Coach & Travel Gene Berardi Member Adirondack Trailways Bryan Cole Member Super Holiday Tours Terry Fischer Member Transportation Charter Services Stephanie Lee Member Group Sales Box Office Ron Moore Member Burlington Trailways Camilla Morris Member Hale Transportation, Oneonta Division Don DeVivo Ex-Officio DATTCO Inc. Richard Schweitzer General Counsel ABA Pete Pantuso Staff ABA

The Bylaws Committee is the Board Committee principally charged with reviewing and updating the ABA Bylaws. Another important function of this committee is to ensure the adherence to the Bylaws in all actions and duties undertaken by and attributed to the Board.

143 2019 Editorial Board

Doug Anderson Member Anderson Tour & Travel Chris Anzuoni Member Plymouth & Brockton Ben Blunt Member Concord Coach Lines Brenda Borwege Member ABC Companies Vicki Bowman Member Motor Coach Industries Mike Butts Member Visit Charlotte Mikie Shepler Member Ride the Ducks - Seattle Bryan Cole Member Super Holiday Tours Jim Diebel Member Hanover Holiday Tours Sara Hamlin Member Greater Birmingham CVB Sean Hughes Member Coach USA/MegaBus.com Randy Kester Member Burlington Trailways Patti Lloyd Member Cape Cod CVB Don Meador Member Landmark Hotel Group TJ Morgan Member Gray Line of Tucson John Percy Member Destination Niagara USA Pat Plodzeen Member Motor Coach Industries Danielle Powell Member Anderson Tour & Travel Jackie Spencer Member Destination Cleveland Linda Spruill Member Beau Rivage Resort & Casino Stacey Yates Member Louisville CVB Gene Berardi Ex-Officio Adirondack Trailways Don DeVivo Ex-Officio DATTCO Erin Birmingham Staff ABA Melanie Hinton Staff ABA Pamela Brossman Staff YGS Staff Kristy Freeman Staff YGS Staff Ashley Reid Staff YGS Staff

The Communications Committee brings marketing and public affairs experts within the industry together with ABA's Communications, Marketing & Media Relations department to serve as strategic counselors as ABA works to provide members with new messaging tools to reach target audiences. The group leverages its collective intellectual capital to act as a sounding board for insights on new projects, identifies future challenges, and prioritizes issues to help the industry enhance its image and elevate awareness of the value it provides to society. The group works toward consensus to ensure that ABA speaks with one industry voice in its external outreach to the media, policy-makers and consumers.

144 2018 ENVIRONMENTAL COMMITTEE

TJ Morgan Chair Citizen Auto Stage Lines/Gray Line of Tucson Ron Bast Member Go Riteway Julia Conway Member Big Bus Tours USA Terry Fischer Member Transportation Charter Services Joe Gillis Member Northwest Navigator Luxury Coaches Peter Grunwaldt Member Premier Alaska Tours Louis Hotard Member ABC Companies David Kestenbaum Member University of Vermont Stephanie Parr-Brooks Member Globus Scott Riccio Member NorthEast Trailways Linda Spruill Member Beau Rivage Resort & Casino Patricia Ziska Member Motor Coach Industries Gene Berardi Ex-Officio Adirondack Trailways Don DeVivo Ex-Officio DATTCO Inc. Peter Pantuso Staff ABA Brandon Buchanan Staff ABA

The Environmental Committee is the Board Committee charged with developing, reviewing and directing ABA's strategic initiatives to elevate awareness among key audiences that motorcoaches are the greenest way to travel. Committee members examine ways to raise the visibility of the role motorcoaches play in environmental stewardship, and discuss ways to leverage motorcoaches' eco- friendliness among policy-makers. The Committee will also work closely with the ABA Communications Committee to investigate how to continuously improve the ways in which the green coach story is delivered to elected officials, ABA members, the media and consumers.

145 2019 ETHICS COMMITTEE

Buddy Young Chair Capitol Bus Lines Doug Anderson Member Anderson Coach & Travel Chris Anzuoni Member Plymouth & Brockton Street Railway Co. Bill Blankenship Member Greyhound Lines Bryan Cole Member Super Holiday Tours Julia Conway Member Big Bus Tours USA Dane Cornell Member ABC Companies Alan Glickman Member Starr Tours John Miller Member Miller Transportation Ron Moore Member Burlington Trailways TJ Morgan Member Citizen Auto Stage Company/Gray Line Tours of Tucson Cam Morris Member Oneonta Bus Lines Stephanie Parr Brooks Member Globus Karen Sanders Member Bus Supply Charters Al Spence Member A.S. Midway Trailways Steve Woelfel Member Jefferson Lines Gene Berardi Ex-Officio Adirondack Trailways Don DeVivo Ex-Officio DATTCO Inc. Richard Schweitzer Counsel ABA Peter Pantuso Staff ABA

The Ethics Committee is the Board Committee principally charged with reviewing and ruling on charges of violation of the Association's Code of Ethics. A violation of the Code of Ethics may warrant censure, monetary fine, suspension of membership, withdrawal of membership privileges, or expulsion from the ABA. Another important function of this committee is to investigate and resolve complaints regarding newly submitted applications for ABA membership and complaints that a member is no longer eligible for membership.

146 2019 FINANCE AND BUDGET COMMITTEE

Gene Berardi Chair Adirondack Trailways Doug Anderson Member Anderson Coach & Travel Alan Glickman Member Starr Tours Jim Jalbert Member C & J Lines Tom JeBran Member Trans-Bridge Lines Daryl Johnson Member J & J Tours and Charters John Miller Member/Treasurer Miller Transportation Inc. Ian Smart Member Motor Coach Industries Steve Woelfel Member Jefferson Lines Don DeVivo Ex-Officio DATTCO Inc. Eric Braendel Staff ABA

The Finance and Budget Committee will be the committee principally charged with developing and reviewing the ABA budget, investments and other finances. The Finance and Budget Committee will help develop the proposed budget each year and will provide oversight to the Board throughout the year.

147 2019 GOVERNANCE COMMITTEE

John Meier Chair Badger Coaches Doug Anderson Member Anderson Coach & Travel Michael Colborne Member Pacific Western Transit Co David Eaton Member Conway Tours Tony Fiorini Member Silverado Stages Jim Jalbert Member C&J Lines Tom JeBran Member Trans-Bridge Lines Craig Lentzsch Member Chris Shepler Member Shepler’s Mackinac Island Ferry Francis Tedesco Member Academy Bus Gene Berardi Ex-Officio Adirondack Trailways Don DeVivo Ex-Officio DATTCO Inc. Peter Pantuso Staff ABA

The Governance Committee is the Board Committee principally charged with reviewing the attendance and participation of existing Board members at Board meetings, determining the turnover of Board seats, vetting viable candidates for election to the Board by the membership, orienting new Board members, and re- nominating expiring Directors to the Board. The Committee also evaluates the performance of the Board, its structure, degree of membership representation, and meeting format

The ABA Past Chair chairs the Governance Committee.

148 2019 GOVERNMENT AFFAIRS & POLICY COMMITTEE

Jim Jalbert Chair C & J Lines Chris Anzuoni Vice Chair Plymouth & Brockton Street Railway Co. Suzanne Rohde Staff ABA

Non-members: Ron Eyre

*All Board Members serve on the Government Affairs and Policy Committee unless they ask to be removed.

The Government Affairs & Policy Committee is the Board Committee principally charged with developing, reviewing, and disseminating the policy positions taken by the ABA on issues such as highway infrastructure, the Americans with Disabilities Act, and the status of federal funding programs. The committee will often be presented with the emerging transportation issues of the day and will be depended upon to recommend policy strategies that the Association may pursue.

A member of the Executive Committee chairs the Policy & Government Affairs Committee.

Alternates and Meeting Invitees

Chris Crean Peter Pan Bus Lines David Coburn Steptoe & Johnson Greg Cohen Greyhound Lines Sean Hughes Coach USA Jonathan Miller Volvo Tom Picknelly Peter Pan Bus Lines Bob Schwarz Highway Users/Greyhound Lines

149 2019 MARKETPLACE STRATEGIC PLANNING COMMITTEE

Open Chair David Eaton Vice Chair Conway Tours Group Bryan Cole Member Super Holiday Tours Terry Fischer Member Transportation Charter Services Tom JeBran Member Trans-Bridge Lines Daryl Johnson Member J & J Tours and Charters John Miller Member Miller Transportation Inc. Camilla Morris Member Hale Transportation Oneonta Division Stephanie Parr-Brooks Member Globus John Percy Member Destination Niagara USA Polina Raygorodskaya Member Wanderu Chris Shepler Member Shepler’s Mackinac Island Ferry Mikie Shepler Member Ride the Ducks of Seattle Linda Spruill Member Beau Rivage Resort & Casino Gene Berardi Ex-Officio Adirondack Trailways Don DeVivo Ex-Officio DATTCO Inc. Lynn Brewer Staff ABA

Marketplace Strategic Planning Committee: This committee is principally charged with establishing a strategic plan that will allow ABA’s Marketplace to continue to evolve and to conduct a critical review of important benchmarks of the show’s growth, gauging its true successes and shortcomings.

150 2019 MEMBERSHIP COMMITTEE

Don DeVivo Chair DATTCO Inc. David Eaton Vice Chair Conway Tours Tina Abellanosa Member Gaylord Opryland Resort Bryan Cole Member Super Holiday Tours Anthony Fiorini Member Silver State Trailways Terry Fischer Member Transportation Charter Services Rich Gilbert Member MD Office of Tourism Sandy Haines Member Myrtle Beach Area CVB Patti Lloyd Member Cape Cod Chamber/CVB Camilla Morris Member Hale Transportation Oneonta Division Stephanie Parr-Brooks Member Globus John Percy Member Niagara Tourism & Convention Corp. Karen Sanders Member Bus Supply Charters Chris Shepler Member Shepler’s Mackinac Island Ferry Mikie Shepler Member Ride the Ducks of Seattle Linda Spruill Member Beau Rivage Resort & Casino Bill Torres Member DC Trails Gene Berardi Ex-Officio Adirondack Trailways Peter Pantuso Staff ABA

The Membership Committee is the ABA Committee principally charged with recommending policies, procedures, and strategies for enhancing the membership in ABA both numerically and qualitatively. The Membership Committee, working in cooperation with ABA’s Board, President & CEO, and selected staff, is responsible for investigating new markets for membership growth, evaluating ABA partnerships through established benchmarks and ensuring the retention of current members through the offerings of services that meet their needs.

151 2019 STRATEGIC SAFETY COMMITTEE

Buddy Young Chair Capitol Bus Lines Al Smith BISC Chair Greyhound Mike McDonal BusMARC Chair Saucon Doug Anderson Member Anderson Coach & Travel Ben Blunt Member Concord Coach Lines Woody Blunt Member Concord Coach Lines Bill Blankenship Member Greyhound Lines Linda Burtwistle Member Coach USA Michael Colborne Member Pacific Western Dane Cornell Member ABC Companies Tony Fiorini Member Silverado Stages Terry Fischer Member Transportation Charter Services Alan Glickman Member Starr Bus Charter & Tours James Jalbert Member C&J Bus Lines Craig Lentzsch Member John Meier Member Badger Coaches John Miller Member Miller Transportation Inc. Ron Moore Member Burlington Trailways Ian Smart Member Motor Coach Industries Gene Berardi Ex-Officio Adirondack Trailways Don DeVivo Ex-Officio DATTCO Brandon Buchanan Staff ABA Peter Pantuso Staff ABA

The Strategic Safety Committee is the Board Committee charged with the developing, reviewing and directing ABA’s strategic safety goals and initiatives. In meetings, committee members will review all safety related policy issues, the Bus Industry Safety Council (BISC) issues agenda for consistency with committee goals and ABA policy positions, oversee ABA participation in the Motor Coach Standards Review Council, and assess research proposals on strategic safety issues.

152 2019 TECHNOLOGY COMMITTEE

Alex Berardi Chair Adirondack Trailways Ben Blunt Member Concord Coach Lines Kyle DeVivo Member DATTCO John Henry Member Martz Group John Meier Member Badger Coaches Polina Raygorodskaya Member Wanderu Gregory Tedesco Member Academy Bus Eugene Berardi Ex-Officio Adirondack Trailways Don DeVivo Ex-Officio DATTCO

The Technology Committee will be the committee principally charged with monitoring and analyzing technological change and developments that could affect the motorcoach, travel and tourism industry.

153 2019 TIME-PLACE COMMITTEE

Gene Berardi Chair Adirondack Trailways Mike Butts Member Visit Charlotte Michael Colborne Member Pacific Western Transportation Bryan Cole Member Super Holiday Tours Dave Eaton Member Conway Tours/Gray Line of Rhode Island Craig Lentzsch Member Stephanie Parr-Brooks Member Globus Polina Raygorodskaya Member Wanderu Chris Shepler Member Shepler’s Mackinac Island Ferry Mikie Shepler Member Ride the Ducks of Seattle Don DeVivo Ex-Officio DATTCO Inc. Peter Pantuso Staff ABA Lynn Brewer Staff ABA

The Time and Place Committee is the Board Committee principally charged with reviewing the venues, geographic orientation, and timing of the meetings of the Board of Directors. This includes reviewing the progress, contractor proposals and venue bids for prospective and anticipated Marketplace sites.

154 Anderson, Douglas [email protected] (724) 588-8310 x519 1 Anderson Plz Greenville, Pennsylvania 16125-9443 United States Anzuoni, Chris [email protected] (508) 732-6046 8 Industrial Park Rd Plymouth, Massachusetts 02360-4828 United States Berardi Jr., Eugene J. [email protected] (845) 339-4230 x137 499 Hurley Ave Hurley, New York 12443-5119 United States Berzas, Jonathan [email protected] (814) 355-4900 2101 Alexander Dr State College, Pennsylvania 16803-1702 United States Blankenship, Bill [email protected] (214) 849-8000 350 N Saint Paul St Dallas, Texas 75201-4240 United States Blunt, Ben [email protected] (603) 228-3535 7 Langdon St Concord, New Hampshire 03301-3481 United States Blunt, Harry [email protected] (603) 228-3535 7 Langdon St Concord, New Hampshire 03301-3481 United States Brooks, Stephanie [email protected] (303) 703-7248 5301 S Federal Cir Littleton, Colorado 80123-2980 United States Brown, Cindy [email protected] (617) 450-0068 4 Copley Pl Ste 4155 Boston, Massachusetts 02116-6504 United States Burtwistle, Linda [email protected] (201) 225-7500 160 S Rt 17 North Paramus, New Jersey 07652 United States Busskohl, Luke [email protected] (402) 731-1900 4220 S 52nd St Omaha, Nebraska 68117-1309 United States Colborne, Michael [email protected] (403) 248-4300 1857 Centre Ave SE Calgary, Alberta T2E 6L3 Canada Cole, Bryan [email protected] (407) 851-0060 116 Gatlin Ave Orlando, Florida 32806-6908 United States

Run On: 04/19/2019 155 Page: 1 of 6 Conway, Julia [email protected] (212) 685-8687 723 7th Ave Fl 5 New York, New York 10019-7461 United States Cornell, Roman [email protected] (407) 656-7977 17469 W Colonial Dr Oakland, Florida 34787-9710 United States DeVivo, Donald [email protected] (860) 229-4878 x651 583 South St New Britain, Connecticut 06051-3878 United States Dickinson, Warren [email protected] (615) 937-3542 535 Marriott Dr Mileage Sales - 8th Fl. Nashville, Tennessee 37214-5092 United States Dickson, Mike [email protected] (404) 591-2750 260 University Ave SW Atlanta, Georgia 30315-2125 United States Eaton, David [email protected] (401) 658-3400 x134 10 Nate Whipple Hwy Cumberland, Rhode Island 02864-1415 United States Eyre, Ronald [email protected] (410) 442-1330 13600 Triadelphia Rd Glenelg, Maryland 21737-9739 United States Fischer, Terry [email protected] (714) 637-4300 1931 N Batavia St Orange, California 92865-4107 United States Glickman, Alan [email protected] (609) 587-0626 x1216 2531 E State Street Ext Trenton, New Jersey 08619-3317 United States Grzywacz, Kim [email protected] (515) 233-0286 PO Box 643 1501 E Lincoln Way Ames, Iowa 50010-0643 United States Jalbert, James [email protected] (603) 430-1100 x133 185 Grafton Dr Portsmouth Transportation Center Portsmouth, New Hampshire 03801-7126 United States JeBran, Thomas [email protected] (610) 868-6001 x122 2012 Industrial Dr Bethlehem, Pennsylvania 18017-2134 United States Johnson, Daryl [email protected] (281) 328-6036 12029 Crosby Lynchburg Rd Crosby, Texas 77532-8661 United States

Run On: 04/19/2019 156 Page: 2 of 6 Kinney, A.J. [email protected] (440) 526-5350 375 Treeworth Blvd Cleveland, Ohio 44147-2985 United States Lee, Stephanie [email protected] (212) 541-8457 x266 729 7th Ave Fl 7 New York, New York 10019-6900 United States Lentzsch, Craig [email protected] (214) 612-7234 6606 Waggoner Dr Dallas, Texas 75230-5236 United States Meier, John [email protected] (608) 255-1511 5501 Femrite Dr Madison, Wisconsin 53718-6837 United States Miller, John [email protected] (502) 368-5644 111 Outer Loop Louisville, Kentucky 40214-5568 United States Moore, Ronald [email protected] (319) 753-2864 x111 PO Box 531 West Burlington, Iowa 52655-0531 United States Morgan, Thomas [email protected] (520) 281-0400 67 E Baffert Dr Nogales, Arizona 85621-3554 United States Morgan, Thomas [email protected] (520) 622-8811 3594 E Lincoln St Tucson, Arizona 85714-2223 United States Morris, Camilla [email protected] (607) 353-7661 139 Commerce Rd Oneonta, New York 13820-3539 United States Pantuso, Peter [email protected] (202) 218-7229 111 K St NE Fl 9 Washington, District of Columbia 20002-8110 United States Percy, John [email protected] (716) 282-8992 10 Rainbow Blvd Niagara Falls, New York 14303-1132 United States Picknelly, Peter [email protected] (413) 781-2900 x1201 Union Station – Suite 300 1 Peter Pan Way Springfield, Massachusetts 01103 United States Raygorodskaya, Polina [email protected] (212) 255-5294 80 Bedford St Fl 2 Boston, Massachusetts 02111-2201 United States

Run On: 04/19/2019 157 Page: 3 of 6 Sanders, Karen [email protected] (601) 684-2900 2084 Highway 98 E # 1389 McComb, Mississippi 39648-9455 United States Shepler, Chris [email protected] (231) 436-5023 PO Box 250 Mackinaw City, Michigan 49701-0250 United States Shepler, Mikie [email protected] (206) 441-4687 516 Broad St Seattle, Washington 98109-4700 United States Smart, Ian [email protected] (847) 285-2035 1475 Clarence Ave Winnipeg, Manitoba R3T 1T5 Canada Spence, Albert [email protected] (410) 367-6900 PO Box 577 Hanover, Maryland 21076-0577 United States Spruill, Linda [email protected] (228) 386-7171 875 Beach Blvd Biloxi, Mississippi 39530-4241 United States Tedesco, Francis [email protected] (201) 420-7000 111 Paterson Ave Hoboken, New Jersey 07030-6012 United States Torres, William [email protected] (703) 360-2800 PO Box 1508 Lorton, Virginia 22199-1508 United States Tremblay, François [email protected] (418) 883-6491 35 Blvd. Gagnon Sainte-Claire, Quebec G0R 2V0 Canada Woelfel, Steve [email protected] (612) 359-3400 2100 E 26th St Minneapolis, Minnesota 55404-4101 United States Young, Charles [email protected] (803) 794-9661 2926 Leaphart Rd West Columbia, South Carolina 29169-3647 United States

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BOARD MEETINGS

Fall Board Meeting 2019 Spring Board Meeting 2020 Sept. 23 – 24, 2019 April 27 – 28, 2020 The Breakers Resort Conrad Hilton Palm Beach, FL Washington, DC

Fall Board Meeting 2020 Spring Board Meeting 2021 Sept. 21 – 22, 2020 April 26 – 27, 2021 The Inn at Biltmore Conrad Hilton Asheville, NC Washington, DC

MARKETPLACE MEETINGS

American Bus Marketplace 2020 American Bus Marketplace 2021 Jan. 10 – 14, 2020 Jan. 29 – Feb. 2, 2021 Omaha, NE Baltimore, MD

American Bus Marketplace 2022 American Bus Marketplace 2024 Jan. 7 – 11, 2022 Jan. 5 – 9, 2024 Grapevine, TX Nashville, TN

BOARD OF GOVERNORS MEETINGS

Fall Board of Governors Meeting 2019 Spring Board of Governors Meeting 2020 Sept. 23 – 24, 2019 April 27, 2020 The Breakers Resort Conrad Hilton Palm Beach, FL Washington, DC

Fall Board of Governors Meeting 2020 Spring Board of Governors Meeting 2021 Date TBD April 26, 2021 ABA Offices Conrad Hilton Washington, DC Washington, DC

159 ADDITIONAL MEETINGS

Entertainer Motorcoach Council May 15, 2019, Nashville, TN

School Bus Council Meeting June 11, 2019, Indianapolis, IN June 26, 2019, BWI Airport, MD

BISC/BusMARC Summer Meeting 2019 June 24 – 26, 2019, BWI Airport, MD

Hispanic Motorcoach Council Meeting June 2019, Live Oak

160

ABA Finance Department – Executive Summary

Revenue, excluding investment income, totaled $5,170,000 through 3 months ending March 31, 2019, up $287,000 from $4,884,000 through the same period in 2018. Membership, Publications and Other Revenues are all similar to the prior year, with Marketplace being the reason for the increase in revenue year over year. Marketplace revenue in 2019 is $270,000 above 2018, primarily due to Sponsorship Passthroughs which is explained in further detail in the Finance and Budget report. Sponsorship Passthroughs are booked as revenue and expense, and therefore have a neutral effect on the bottom line.

Expenses through the first 3 months of 2019 are $2,573,000, an increase of $180,000 over the prior year. As with revenue, expenses are up year over year due primarily to Marketplace Sponsorship Passthroughs which are booked as a revenue item in addition to an expense. The excess of revenue above expenses through the first 3 months of 2019 is $2,597,000 compared to $2,491,000 in the prior year, an increase of $106,000, or 4%.

Current assets at March 31, 2019, consisting of cash, accounts receivable, prepaid expenses and investments total $6,637,000 compared to $6,339,000 last year at this time, representing an increase of approximately $300,000, or 4.5%. In April 2019, prior to the Spring Board Meeting, ABA transferred $100,000 from its operating account to its reserve account per the decision to build up the investment reserves. This is the 8th consecutive year ABA has contributed $100,000 to the reserve fund in its effort to replenish the funds used to purchase its office condominium. The balance within ABA’s reserve account at March 31, 2019, currently being managed by Goldman Sachs, is $4,999,209, an increase of $284,730 over the reserve balance at March 31, 2018. ABA, along with the ABA Foundation, changed investment advisors during 2018, and moved its reserve funds from TD Private Client Wealth Group in November 2018 to Goldman Sachs. The balance at the time the reserve funds were transferred from TD to Goldman Sachs was $4,809,809. The annualized return on the reserve funds from inception with Goldman Sachs is 3.66%, while the return for the 1st quarter ended March 31, 2019, is 7.08%.

161 2019 SPRING BOARD REPORT MEETINGS, EVENTS, AND EDUCATION DEPARTMENT Submitted by Lynn Brewer

2019 MARKETPLACE

Strategic Plan Successes • Marketplace Chairman Kim Grzywacz created personalized videos every two weeks that we used across our social media channels. • 30 new Buyer companies took appointments for the full week. • Offered complimentary meeting space to for user groups, which attracted new operators to Marketplace. • BISC and BusMarc seminars were rebranded and included in the overall education offerings. Seven education tracks were offered: Technology, Professional Development, Sales & Marketing, Motorcoach Safety, Motorcoach Innovations, Motorcoach Regulatory & Compliance and Motorcoach Maintenance & Repair. • Offered CEO Symposium as an exclusive operator education program. • Increased Education Bite offerings on the Marketplace Networking Floor. • The Business Floor was upgraded and offered more room to prepare for appointments in a relaxed atmosphere. • The Marketplace App launched in December and included real-time personal information, including delegate appointment schedules. New this year, the App included education and event surveys. We utilized Survey Monkey to complete Buyer Options surveys for their onsite booth needs which include the choice of table and chairs and the option to order electricity.

2020 MARKETPLACE

Strategic Goals: • Creating targeted “road maps” and customized messages for individual membership segments which include daily schedule suggestions. • Utilizing ABA Board members and Marketplace Advisory Committee and subcommittee members for testimonials and promotional videos. • Utilizing Marketplace Advisory Committee and subcommittee members to target motorcoach and tour operators who are currently not attending. • Creating program to provide bus manufacturers with materials to help encourage their vendors to exhibit. • Revising the sponsorship program and assessing all sponsorships, benefits and pricing. New sales materials and benefits sheets have been created and the sponsorship program is being outsourced.

162 ABA Government Affairs and Policy (GAP)

EXECUTIVE SUMMARY – April 2019

In support of ABA’s Strategic Plan Objective for Government Affairs & Policy, the Government Affairs and Policy Division (GAP) continued to aggressively engage in both legislative and regulatory matters, pursuing its 2018-2020 ABA Strategic Plan targets.

In terms of legislative activities, since the last board report, GAP, along with ABA consultants has aggressively engaged in advocating on three ABA objectives through the FY 2020 appropriations process: 1. Withholding funding for FMCSA to implement the 2015 L&I rule, as a matter of continuing the pressure for finalization of a revised rule; 2. Securing an increased level of funding for the Intercity Bus Security Grant program; and 3. Stopping the implementation of the National Park Service’s April 2018 fee increase changes. In pursuit of these objectives, GAP and team have held over 100 meetings on Capitol Hill, and organized a successful ABA leadership day of meetings in March. In addition to these legislative objectives, GAP has already remained engaged on the developments concerning surface transportation and/or infrastructure legislation. Although hearings are occurring in both the House and Senate, and discussion are being held at the leadership levels, including discussions between Congress and the White House, there appears as yet no agreement on how to address the funding issue. Nonetheless, GAP is conducting outreach to both the House and Senate offices to advocate for ABA transportation objectives, including protection of the partial fuel tax refund and modifications to the 2015 FAST Act tolling/HOV provisions to facilitate compliance.

On the regulatory/administrative side, GAP has conducted several meetings with USDOT officials in support of various ABA concerns. In terms of FMCSA, GAP has continued to press FMCSA to finalize the L&I revised rule; move forward on both the California meal & rest break petition and the San Francisco International Airport petition; arranged to have the FMCSA Administrator attend the May ABA Board of Directors meeting. We learned as well, FMCSA plans to publish several formally filed ABA petitions for comment, petitions that were held over from the last Administration. Also, GAP conducted two open conference calls with ABA membership, in support of responding to several FMCSA notices for comment and will be preparing comments to file in this matter. As to NHTSA, GAP, along with R. Schweitzer, met with the Chief Counsel on behalf of the Entertainer Motorcoach Council, to press for action on a petition for an exemption from the seatbelt rule; and also touched on the structural integrity rollover rule. The GAP staff also participated in several meetings with the National Park Service to press for modifications to their April 2018 fee changes.

The GAP staff also proceeded with preparations for both the Summer 2019 BISC and BusMARC meetings, as well as the Winter 2020 BISC meeting in Omaha. We also supported several

163 state/regional association initiatives, including the new BUS4NYC, and attended the Greater New Jersey Motorcoach Association meeting in March, in Bethlehem, PA.

Finally, the BusPAC account balance currently stands at $249,151.36, and the 2019 fundraising goal remains $100,000 coupled with a 100% participation rate by eligible ABA Board members. Also, through the support of BusPAC Chairman Peter Picknelly, BusPAC will be hosting a fundraising event for Representative Richard Neal (D-MA), Chairman of the House Ways & Means Committee on the second morning of the Board meeting, May 2.

164 ABA Communications & Marketing Board of Directors Report Melanie Hinton/Spring 2019 Introduction: The start of 2019 was an exciting time for the Communications/Marketing team. We started the year in Louisville trying new marketing tools for Marketplace on social media that is now guiding us to promote ABA’s Marketplace 2020, which will showcase the first Busworld Academy North America event. We have also been focused on promoting the Government Affairs Team’s work on the National Park fees issue and other priorities. We spent the first month of the year working with our association and business colleagues to bring an end to the government shutdown. Regarding membership outreach, we have innovated our outreach to new members and delivered our first electronic Annual Report at the end of March. Plans are already underway for promoting 2020 Marketplace and Busworld Academy in Omaha. Strategic Plan Benchmarks and ABA Communications/Marketing Activities Advocacy Comms: Drive legislative and regulatory oversight framework at all government levels to eliminate obstacles and promote the success of our industry.

Update:

• ABA Communications has worked with the GAP team on bringing media attention to a number of issues include the National Park Service Fees and CUAs hike (see Media Hits below), as well as work with influential Capitol Hill news organizations such as the The Hill, Politico and Bloomberg Government to cover ABA’s legislative activities and on transportation issue statements.

• ABA Communications has worked with a number of trade press this year to put a spotlight on ABA’s leadership in a number of issues affecting the industry such as the government shutdown, Intercity Bus Security Grants and NPS fees. Update: ABA put out a statement commending the Trump Administration for recognizing the role buses play n a multi-modal world; ABA also signed on with other associations to take a stand against the US tariff war; the closing of the Mexican Border; and supportive of NY Bus Coalition fighting congestion pricing.

• ABA’s continued #WorkingForYou and #ABAEverywhere posts continue to grow and show ABA members that ABA is leading on issue affecting their business. UPDATE: ABA has been active on sharing the GAP team’s work with Congressional leaders, including showcasing ABA’s success with Congressional Dear Colleague Letters on the NPS fees issue as well as the Intercity Bus Security Grant Program funding. We have focused this year on targeting influencers on Capitol Hill through social media mentions and tags.

• ABA Communications team has been actively working with the GAP team to draw member attention ABA’s work on top priority issues such as: Canadian Carbon Tax, NPS fees, Lease & Interchange, Infrastructure, and Motorcoach Security Grants through member alerts, videos, surveys and articles in ABA publications and social media.

165 • ABA Communications team has been working closely with FMCSA to write regular columns in Destinations magazine. Also, the team spent a day with FMCSA Administrator Ray Martinez doing Level 1 inspection around the tidal basin in Washington, DC. You can read about the experience, here.

Membership: Continue overall membership growth with focus on all segments of the motorcoach, tour and travel industry.

Update:

• ABA Communications has worked with the Membership Department on new member onboarding outreach which includes a digital New Member Kit; an Onboarding Webinar and timely ABA activity emails focused on engaging new members.

• Utilizing the new database and Informz, ABA Communications has created marketing automation campaigns to help recruit new members as well as stay in contact and “care for” new members throughout their first year. UPDATE: ABA can now track members when they open their emails as well as when they visit buses.org and therefore use that information to further personalize information to members and give them exactly what they are interested in.

• Revamped and developed collateral to promote ABA programs and benefits.

• ABA Communications has been working closely with Membership team to change the buses.org website to make it more member and potential member friendly. More welcoming.

• Regularly and consistently promote what ABA offers its membership. Highlights of programs and services, include:

o Advocacy - #ABAWorkingForYou o Crisis Communications Assistance o Marketplace o Discount Partnerships o Networking: Councils, Meetings, Webinars o Education: Marketplace Education, Webinars, Council Meetings, CTIS, Entry Level Driver Training, John Kennedy on Demand

o ABA Foundation Scholarships and Research o Member Promotion: ABA Publications, Member Blogs, Promotional Social Media Pieces, Member Spotlight, Consumer-focused Promotion

• To enhance our Customer Service: In August, ABA launched a live chat opportunity for members and visitors to buses.org who need help finding information on ABA, Marketplace or need to update their membership information. UPDATE: Since its inception more than 600 people have

166 used the live chat option and we have responded to more than 1500 inquiries.

• ABA’s participation in the FMCSA’s Our Roads, Our Responsibility campaign, as well as our partnership with Busing on the Lookout program, continues to raise the profile of ABA not only in the industry but also with government leaders. ABA has taken a lead role in partnerships that deal with our industry and is often the only motorcoach association involved. UPDATE: ABA secured Greyhound Bus Driver Keith Cummings from Chicago to participate in OROS’s Voices of Safety video campaign. Keith and buses will be first video launched in this campaign. ABA has also been active in promoting OROS safety materials

• ABA Director of Communication presented to the Charleston CVB Travel Council in March and came back with five new ABA members.

• ABA Comms helped Membership draft communications for membership recruitment for shows ABA has attended (Heartland/TravelSouth/DestinationNewEngland) or cities ABA President has visited, such as Omaha.

• New membership ads for allied association publications.

Annual Meeting & Marketplace: Deliver the leading marketplace for member buying/selling.

Update:

• ABA Communications is working closely with Meetings Department to utilize host city and Marketplace Chairman to make compelling social media and email content to share with members. We have utilized our #MarketplaceMondays on social media to highlight either Louisville as the host city or an aspect of the event. Marketplace Chair Kim Grzywacz developed regular videos promoting deadlines and highlights for Marketplace. UPDATE: For the 2019 Marketplace, pre-show we went around the host city and created sponsor spotlight videos to promote sponsors throughout the week. The following is collection of social media activity around the show:

o We gained 363 new followers on social media from January 20-Febraury 7, also during this time: . ABA social media interaction with followers on Instagram: 31 conversations and ABA mentioned 57 times in Instagram stories and 42 Instagram posts. . ABA had 1237 profile visits on Instagram during Marketplace week vs less than 20 on a normal week . ABA mentioned 105 times on Facebook . ABA mentioned 29 times on LinkedIn

167 o ABA hosted a Twitter Wall during Marketplace with the following results (from January 22 to January 30: . ABA was mentioned over 700 times . 685,954 total unique reach . 1.2 million absolute reach

• With the social media success from #ABALouisville, for 2020 ABA will be building on with new videos from Omaha CVB as well as 2020 Chairman Luke Busskohl. We will also be using hashtags: #ABAOmaha and #OMGomaha

o We have secured testimonies from a number of Marketplace Advisory Committee members

• ABA MARCOMMS working with Meetings Department developed an appealing Marketplace microsite to promote the event to outside our membership industry professionals. This launched in January 2019 promoting Omaha 2020.

• We will continue using speakers as program ambassadors and ask for them to do videos promoting their education session as well as the event. Update: We will be utilizing Marketplace and Busworld speakers throughout the year for 2020. Many MKPL speakers are also writing article for ABA’s publications.

• Developed advertising collateral for trade publications as well as for ABA publications and social media to promote programs and special events during Marketplace

ABA Foundation: Support the work of the ABA Foundation

Update:

• ABA Communications developed Scholarships in a Box set of printed materials and sent to all ABA members to help promote Foundation Scholarships to their employees.

• ABA Communications continues to promote the Foundation and its activities on social media with #FoundationFridays as well as in ABA’s publications.

• ABA Communications & Marketing have taken Scholarship winner testimonials and are utilizing these stories to promote not only donations to the Fund A Future campaign but also to encourage others to apply.

• Utilize ABA and ABA Foundation leadership in blog and video posts throughout the year to help raise awareness of the ABA Foundation scholarships and fundraising. UPDATE: Launched John Percy and Brenda Borwege videos calling for donated Auction items in November.

• ABA Communications continues to work with Dunham & Associates to release the quarterly motorcoach sales survey. UPDATE: ABA sent out three press releases on the surveys.

168 • ABA Communications took over the communications for the annual Motorcoach Census survey and sent printed and electronic surveys to members and non-members. Created homepage and webpage access to Survey. ABA worked with UMA to have them promote the Census to their members. As of this report (Jan. 4) we have had 229 completed survey returned. This is more than the last Census.

• ABA Comms reached out to universities with travel and tourism programs to promote available ABA scholarships for non-members.

• Created #WOWWednesdays to promote big ticket auction items.

• Launched Percy’s Purse Raffle to promote the purse raffle that will benefit scholarships during Marketplace. Sent emails and promoted on social.

•

• Sent near weekly Foundation Friday emails to promote the scholarship, auctions and ABA Foundation research.

• Peter taped a video to announce the launch of the 2018-2019 Scholarship season on Dec. 6.

Publishing, Communications and Social Media: Communicate the value ABA contributes to the industry and its members.

Update: Media Engagement: So far in 2019, ABA has sent out 15 press releases and statements regarding Marketplace and the ABA Foundation, industry initiatives, happenings within the government affecting the industry, including the government shutdown. Media Hits: In 2018, we ABA leadership for several interviews and op-eds including: articles in Travel Weekly and Group Travel on NPS fees; Peter wrote an op-ed for Group Travel on the Supreme Court upholding the Trump Administration’s Travel Ban; Peter worked with Travel Weekly on an article on Infrastructure. Peter appeared regularly on Road Dog Radio.

Social Media Activities So far in 2019, ABA has been mentioned 316 times in news articles that covered Marketplace 2019, Marketplace award winners, coverage of ABA statements on the government shutdown as well as other government issues affecting the industry. ABA was also interviewed on the bus shortage and trends in the industry for 2019. We have recently signed up with Meltwater to help us better track our reach in the media. We plan to continue to cover Marketplace 2020, with exciting announcements about what is to come.

We continue to see our social media channels grow: Facebook: 5,320 in Jan. to 5,579 (as of April 11) Twitter: 4,256 in Jan. to 4,330 (as of April 11)

169 LinkedIn: 3,589 in Jan. to 3,607 (as of April 11) Instagram: 984 in Jan. to 1,154 (as of April 11) To put in context our competitors’ social media numbers are: United Motorcoach Association Facebook: 2,276 as of April 11 Twitter: 1,407 as of April 11 National Tour Association Facebook: 5,036 as of April 11 Twitter: 10,522 as of April 11 Publications On Jan. 7, ABA launched a new The Insider with new partner, INLoop. The Insider utilizes AI technology and enable members to choose the news they want to read regarding their part of the industry and that is all they will see – in addition to ABA News – with this new publication. This is another example of ABA personalizing the member’s experience with ABA. Since January, three ads have been sold in the new Insider. In the first quarter of 2019, three ads have been sold in the Tour Stop. In April, Destinations magazine launched the 2019 call for nominations for its Best of the Best Sept/Oct issue. Crisis Communication ABA continues its campaign to educate our bus and tour operator members about ABA’s Crisis Communications member benefit. ABA Communications also helped members prepare crisis communications plans as well as deal with customer service communications issues. Polynesian Adventure Tours (2/18) ABA also provided “other” communications assistance to members, whether it was to help them create a crisis communications, deal with difficult customer service situations or working with members to create positive media: EPN Travel – Crisis Communications prep plan First Class Charter – Crisis Communications prep plan Innovative Coaches - Crisis Communications prep plan

170 Report Summary

Membership by The Numbers (Count comparison April 2018 vs 2019)

Membership Category 2019 2018 Allied Associations 58 57 Associate 180 153 Bus Operator 902 859 Tour Operator 423 386 Travel Industry 2,210 1,960 Total 3,773 3,415

• Retention Rate: 91% • New Members (since Jan. 2019): 68 • New Procedures: Capture, track, and monitor prospects in the sales pipeline. • Trade Show Best Practices: Get attendee list in advance and offer/pre-schedule one-on- one meeting. • Tradeshows exhibited: UMA Expo, Heartland Showcase, Travel South Showcase, and International LCT Conference. • Membership Campaigns: o West Coast Prospects: CA, CO, NV, OR, UT and WA o NTA members o Other leads acquired through Facebook, LinkedIn, Metro Magazine, ABA staff, & member referrals o 2019 ABA Marketplace nonmember motorcoach operators • Newly Implemented Programs: o Member Spotlight article on our publications, Q&A format interview with a member o Membership Certificate distributed to members so they can display their ABA membership proudly at their place of business • Membership Committee: Looking into a diverse group of members (bus operators, tour operators, travel industry and associates) to serve on a committee. • Reestablishing ABA on the Road: regional meetings with prospects in conjunction with an industry event. A great platform to meet prospects that may not be able to travel to the east coast. • Membership Brochure: new membership brochure to help communicate the value of ABA, grow membership, and clearly stand out from the competition. • Onboarding Webinar: onboard new members, function as a recruitment tool, as well as inform current/new employees of a member company. • Partnerships: o Perillo Travel VR: Leveraging from our strategic partners and create further collaboration. Peter Pantuso & Lia Zegeye paid a visit to Perillo Travel VR HQ, to discuss other opportunities.

171 o Opportunities in Canada: we have secured a speaking engagement with a Bienvenue Canada, a Quebec based travel show, to help expose ABA to the Canadian audience. • Affinity Program: o The Award Zone: working to implement driver rewards program designed to help bus companies add driver incentive programs. o Data Reporting Program: to help hotels and DMO’s make a data driven decision. By showing how they stack up compare to the competition and measure their monthly & YTD performance. • Supporting the Industry: through sponsorships at Circle Wisconsin Midwest Marketplace, Discover New England, Travel Alliance Partners, & Receptive Tour Operators Summit, etc. • 2019-2020 Renewals: to bus & tour operators and reminder emails/calls are scheduled for the travel and associate members. • Database o Identified and completed merging 500 duplicate member accounts found in the database. o Continue to update mailing addresses and other contact information • SAFER checks: Continue to check the status of 717 bus operator members to make sure they meet ABA’s membership standards. • Lunch & Learn: free database webinar sessions shared with ABA staff to help expand current knowledge of the database, and improve efficiency.

172 MEMORANDUM

To: ABA Board of Directors From: Suzanne Rohde, ABA Senior Vice President for Government Affairs and Policy Re: Government Affairs and Policy Board Report – 2019 Winter Board Meeting Date: April 12, 2019 I. OVERVIEW In support of the ABA 2018-2020 Strategic Plan, the Government Affairs and Policy (GAP) team continued to pursue its strategic objective: Drive the legislative and regulatory oversight framework at all government levels to eliminate obstacles and promote the success of our industry. This report provides an update from the 2019 Winter Board Report, dated January 4, 2019, on the strategies and actions undertaken to meet the following GAP Strategic Plan targets: 1. Change/modify existing regulations; prevent onerous/burdensome regulatory actions; report on successes; 2. Legislative impact on industry; report on successes; and 3. Resource management in support of Government Affairs targets. II. LEGISLATIVE A. Legislation Following the partial federal government shutdown, which concluded on January 25, the new Congress was able to turn its attention toward organizing itself and initiating the formal annual budget and appropriations process. As the November 2018 elections resulted in a change of control of the U.S. House of Representatives from Republican to Democrat, we saw greater changes in the committees and leadership in the House compared to the Senate. Nonetheless, GAP viewed the new Congress as an opportunity to expand its contacts and continue building relationships with new offices in both bodies. The GAP team drove these efforts in pursuit of several ABA objectives through the annual appropriations process, namely: completion of the revised lease and interchange (L&I) rule by the Federal Motor Carrier Safety Administration (FMCSA); increased funding for the Intercity Bus Security Grant program, jointly administered by the Transportation Security Administration (TSA) and the Federal Emergency Management Administration (FEMA); and suspension or modification of the 2018 fee increase proposals by the National Park Service (NPS). Also, as interest in legislation for infrastructure investment continued to build from the last Congress, coupled with the 2020 expiration of the surface transportation legislation (i.e. the FAST Act), GAP actively conducted outreach and education in support of ABA’s objectives for consideration during development of such legislation. In support of these objectives, GAP, along with ABA consultants conducted over 100 Congressional meetings this year. Additionally, GAP organized a leadership day on March 6,

173 2019, where several members of ABA’s Board of Directors along with an ABA member came to Washington, D.C. to participate in a day of meetings on Capitol Hill and carry ABA’s message on these legislative initiatives. 1. FY 2020 Appropriations: As in prior years, due to the annual nature of appropriations bills (i.e. must pass legislation), GAP is advocating on three ABA objectives through this process. a. Lease & Interchange – GAP’s success in obtaining both legislative and report language in the FY 2017, FY 2019, and FY 2019 transportation appropriations bill, along with continued pressure from both House and Senate committee staff, lead to FMCSA issuing a Notice of Proposed Rulemaking (NPRM) last September 20 2018. Nonetheless, until the revised rule is finalized GAP will maintain pressure on the Agency. For this purpose, this year GAP again requested language in both the House and Senate FY 2020 transportation appropriations bills to withhold funding from FMCSA. Additionally, GAP requested the House and Senate appropriations committees to submit questions to Secretary Chao for written response, asking for an explanation for the delay in finalizing the rule. Although our House “champion” for this issue, Representative Mario Diaz-Balart (FL-R), is no longer the chairman of the House transportation appropriations subcommittee, we maintained a good relationship with the new Chairman, David Price (NC-D), and continue to receive support on this issue. However, as FMCSA has informed the House staff the final rule is imminent, they may not see the need for inclusion of any bill/report language this year. Nonetheless, both majority and minority staff remain vigilant on this issue. On the Senate side, Senator Susan Collins (ME-R), Chairman of the Senate transportation appropriations subcommittee, continues to champion this issue for us as well. We are hopeful FMCSA will finalize the revised rule this year, this will be the last appropriations cycle for ABA to advocate on this issue. b. Security Grants – The goal for intercity bus security grant program (IBSGP) funding for FY 2020 remains $7 million. Last year, GAP succeeded in securing $7 million in the FY 2019 House Homeland Security appropriations bill (but did not pass out of the House), while the Senate provided $2 million in its companion bill (which did pass out of the Senate). The final omnibus act passed in March included the $2 million figure. Although disappointing, in light of the funding battles between the Congress and the newly elected House and the White House over security funding, and in particular funding for a border wall, the IBSGP was fortunate just to receive any funding. Reports from the prior omnibus negotiations suggest all Homeland Security grant funding was on the table to be dropped, so all things considered, retaining some level of funding for the IBSGP was a success. This year, GAP, working with ABA consultant K&L Gates, spent the last several months aggressively seeking support for this program. Additionally, our efforts were greatly assisted by Coach USA, who also aggressively engaged in outreach. In the House, Representative Ruppersberger (MD-D) continues to championing this initiative for ABA, as an appropriator on the homeland security appropriations subcommittee, and is joined by Representative Cuellar (TX-D); additionally, GAP obtained bi- partisan support for the $7 million request, through a “dear colleague” letter to the subcommittee signed by 47 House members who do not sit on the appropriations subcommittee. Together, obtaining both bi-partisan support and support from members both on and off the committee,

174 positions ABA very well in the House. However, as in recent times, the Senate remains a challenge in terms of building support for the program and ABA’s request. With the House “appropriations request season” closing in March, our efforts have more recently focused on the Senate, meeting with multiple offices to build support. c. National Parks Fees – The GAP team also continues to pursue relief from the April 2018 NPS changes to park entry fees and the commercial use authorization (CUA) structure through the FY 2020 appropriations process. Last year, GAP working with K&L Gates, was successful in obtaining language in the report accompanying the House FY 2019 interior appropriations bill that assisted in garnering attention from the Department of the Interior on the issue. However, following numerous meetings with both Interior and NPS officials fall, including Acting Secretary of the Interior David Bernhardt, NPS made clear they are pursuing no further modifications to either proposal and are proceeding with implementation. For the past several months, GAP has worked with both K&L Gates and an additional consultant hired last fall, Michael Rossetti of Lippes Mathias, to educate members of Congress and build support for an FY 2020 appropriations request to stop funding for implementation of the CUA program. As well, ABA has attempted to coordinate its efforts with the National Tour Association and the U.S. Travel Association along with others, to broaden outreach efforts on this issue. Although there is progress toward broadening support and enlightening member offices, there are a number of challenges. In the House, GAP was successful in finding two Members of Congress to lead “dear colleague” letters in support of ABA’s FY 2020 appropriations request, Representative Jimmy Panetta (D-CA) and Representative Paul Gosar (R-AZ). Collectively these letters received 18 signatures in support. As well, GAP has met with multiple House offices, including with the chief of staff for Representative Lowey, Chairman of the House Appropriations Committee, and Representative Dave Joyce (OH-R), the Ranking Member of the interior appropriations subcommittee. Additionally, on April 5, GAP presented the issue to the Congressional Western Caucus, a group of conservative House and Senate offices that collaborate on issues affecting Western land interests, such as National Parks and public lands. Although we continue to build support in the House, simultaneously we are challenged by supporters of the National Parks who wish to address the $11.6 billion maintenance backlog through any means. On the Senate side, we are also conducting outreach office by office. In the Senate, particularly we are challenged by Senator Murkowski, who is Chair of both the Senate Interior appropriations subcommittee and the Senate Committee on Energy and Natural Resources, the authorizing committee for NPS. Senator Murkowski’s staff has informed us she does not support our industry on this issue. Although disappointing, we continue to conduct outreach and seek ways to build support both with her office as well as other offices. 2. Infrastructure: During the 115th Congress, the Administration failed in its attempt to gain interest in its $1.5 trillion infrastructure plan, and although discussions continued not much progressed was made and retiring House Transportation & Infrastructure Committee (T&I) Chairman Bill Shuster (R-PA) introduced his infrastructure “discussion draft” as a parting effort to lay groundwork for future action. The Discussion Draft, as you may recall, was notable for its inclusion of language to repeal the partial fuel tax refund available for motorcoach operators. Following the November 2018 elections, infrastructure again became a topic of legislative

175 discussion, as a possible area of policy for bi-partisan agreement. Also, with the current surface transportation authorization (as provided by the 2015 FAST Act) set to expire in 2020, along with next year being a presidential election year, there are a number of inducements to find common ground. However, discussions in Washington over the past several months were overshadowed by the partial government shutdown, immigration issues, the special counsel investigation, issues with Boeing etc. Nonetheless, infrastructure discussions and legislative activity have proceeded, although the question of how to address funding remains unanswered and along with how broadly to define the term “infrastructure” for purposes of assembling legislation. Also, as it is unclear how things may develop, whether as freestanding infrastructure package or strictly a reauthorization bill, or some joint version, I will simply refer to the matter as infrastructure/reauthorization legislation. In the House, Representative Peter DeFazio (D-OR), new Chairman of the T&I Committee has held several hearings as a basis to develop surface legislation, and has made several appearances at transportation related events conveying his plans to proceed. Earlier in the year, he was aiming to introduce a bill by April, and is now talking of completing a bill by end of July 2019. Although he has spoken of various ideas on funding, he has repeatedly stated that unless the President is on board, no deal will be reached. Representative Richard Neal (D-MA), Chairman of the House Ways & Means Committee, has also held a hearing focused on addressing the funding issue, however, his committee has not made infrastructure a priority at this time. On the Senate side, where several committees are involved in crafting surface transportation bills, Senator Barrasso (R-WY), Chairman of the Environment and Public Works Committee, has solicited Senator requests in preparation for developing a bill, with the intent of moving it by August 2019. As to funding, though, Senator Barrasso opposes a tax increase and increased tolling. As to the other Senate committees involved, such as the Commerce and Finance committees, there appears to be little progress in developing their aspects of a legislative proposal. At the leadership level between the House, Senate and the White House, the focus is on resolving the question of funding, although it is included within the broader context of policy issues such the budget, immigration, trade and security. As such, it is unclear whether there will be resolution or whether it will be caught in other policy goals and suffer from partisan posturing. The GAP team is closely monitoring the activity surrounding developments of infrastructure/reauthorization legislation. We in preparation for discussions in the 116th Congress, last December we met specifically with Chairman DeFazio and Ranking Member Sam Graves (R-MO) committee staff and Senator Barrasso’s Environment and Public Works staff to discuss ABA objectives, and met with policy staff at the USDOT (as the Department reportedly is also drafting a proposal). In early March, we met with both majority and minority staff from the Senate EPW Committee, and Commerce Committee majority committee staff to again review ABA objectives, and will be a part of the House T&I briefing on April 18, 2019. Additionally, as part of our outreach on appropriations advocacy, where appropriate GAP has included discussions of various ABA transportation related objectives. As well, GAP continues to attend, and participate in as appropriate, various policy briefings/forums, in support of

176 encouraging Congress to act. I provide more detail below on specific ABA transportation objectives GAP has pursued. a. Fuel Tax – The partial fuel tax refund remains the lead ABA objective in terms of infrastructure/surface reauthorization. Following former Chairman Shuster’s introduction of a “Discussion Draft” that repealed the provision, GAP immediately met with Capitol Hill offices to push back on any ideas of proposing to eliminate the current fuel refund. Last fall we met with staff from both Chairman DeFazio and Ranking Member Graves’ offices, and we met with staff from staff from the Senate EPW Committee, specifically to discuss this issue. As well, since last fall, we have continued to convey this position with every meeting we have related to transportation in both the House and Senate. Additionally, GAP has arranged a meeting for ABA members with Representative Richard Neal (D-MA), Chairman of the House Ways & Means Committee the morning of May 2, to reaffirm our position on this matter. We are also seeking to schedule a meeting with Congressman Mike Kelly (R-PA), also a member of the House Ways & Means Committee, for purposes of discussing this issue. b. Tolling/HOV – Included in GAP’s talking points when engaging in discussions on infrastructure/reauthorization legislation is the FAST Act tolling provision. In the Senate, this provision falls under the jurisdiction Chairman Barrasso on the EPW Committee. Last December GAP began initial outreach to his staff on this issue, along with the Fuel Tax issue, to lay groundwork for 116th Congress. We also met with Senator Inhofe’s office in December on the matter, as the Senator initially included the provision on our behalf in the FAST Act. In March 2019, Chairman Barrasso’s committee staff invited GAP to another meeting to discuss interests in a surface reauthorization bill, and we again strongly pressed the issue of protecting and enforcing the tolling/HOV provision. Following this meeting, GAP then worked directly with Senator Inhofe’s staff to develop legislative language to strengthen the provision, in terms of enforcement. We are now in the process of seeking additional Senate support for the draft language. c. Enroute Inspections – The enforcement community, and particularly their Washington, D.C. representatives, the Commercial Vehicle Safety Alliance (CVSA), take every opportunity to convey their interest in repealing the federal provision banning enroute inspection of passenger carriers. Whether CVSA is providing testimony or conducting meetings on the Hill or with regulators, they consistently raise this point. With infrastructure/reauthorization legislation under consideration, CVSA and their members are again seeking an opportunity to strip this provision, which is incorporated as part of the requirements for states to obtain safety grants. For these various reasons, GAP has explicitly included this issue in discussions with Congressional offices on infrastructure/reauthorization, conveying our strong opposition to any effort to repeal or further limit this prohibition. d. Data Access – Last Congress, GAP joined the Vehicle Data Access Coalition, to support protection of vehicle owner rights to data generated by their vehicles. The Coalition was successful in obtaining an amendment to S. 1885, a bill by then Chairman Thune (R-SD) to establish a framework to assist with the development and implementation of highly automated/autonomous vehicles (HAVs/AVs), known as the AV-START Act. Unfortunately,

177 the bill was blocked from passage in the Senate, due to concerns from safety advocate and trial lawyer groups, preventing it from being conferenced with a House companion bill. As such, it died with end of the 115th Congress. This Congress, Senator Thune has expressed interest in re- introducing the legislation, with the Data Access Coalition amendment, which basically establishes a working group to sort out the issue on data access ownership. However, as a number of personal vehicle manufacturers have already started restricting access to vehicle generated data, the Coalition is conducting outreach to assess the possibility of pursuing a more aggressive amendment to protect vehicle owners’ rights. As well, the Coalition is pondering whether to pursue free-standing legislation, or attempt to use a possible infrastructure/reauthorization legislative effort to seek language. f. Airport Access – Last Congress, GAP along with several other associations, worked in coalition to craft an amendment to be incorporated in legislation reauthorizing the Federal Aviation Administration. The amendment established a working group within USDOT to focus on airport-surface issues, in an effort to resolve such matters as equal access to airport facilities for motorcoaches. Although we made great strides in negotiating the language, and the airport community was a part of the negotiation process, the airports changed their position when the final FAA bill negotiations were underway, and Senator Nelson (R-FL) killed our effort. This Congress, considering the amendment was purposely crafted for parity between airport and surface interests, GAP has attempted to re-introduce the amendment in surface infrastructure/reauthorization discussions. However, Chairman Wicker, who led our amendment effort last Congress and is now Chairman of the Senate Commerce Committee, does not appear to support our position now; so we are surveying interest on the House side.

III. EXECUTIVE: REGULATIONS/ADMINISTRATIVE/GUIDANCE A. U.S. Department of Transportation (USDOT) 1. Regulatory Guidance Review: On February 5, 2019, USDOT published notice it is reviewing existing guidance documents to evaluate their continued necessity, and determine whether such guidance should be updated, revised or repealed (note: USDOT initiated a similar action in 2017 related to regulations). The Department seeks public input through comments to identify and advise on existing guidance documents ripe for repeal, replacement, or modification across all its modal agencies (e.g. FMCSA, FTA, FHWA, etc.). The GAP staff held an open conference call on March 7 and again on April 12, to discuss this notice and obtain feedback to prepare comments and encourage ABA members to do likewise. The comment deadline is May 8, 2019. B. Federal Motor Carrier Safety Administration 1. Lease Interchange: As previously noted, FMCSA published an NPRM on September 20, 2018, to revise the 2015 L&I rule. The NPRM addressed most if not all the concerns raised by the industry, and ABA as well as others filed comments in support of the proposal. As well, GAP has noted no opposition to it. Yet, FMCSA has yet to finalize the revised rule. To keep

178 pressure on FMCSA to act, as noted above, GAP continues to raise this issue through the annual appropriations process. Additionally, GAP continues to engage with FMCSA officials, in an effort to facilitate this effort. On last report, the draft final rule was sitting on the desk of the FMCSA Chief Counsel, and officially USDOT has reported to Congressional appropriations staff the revised rule will be finalized prior to completion of the FY 2020 appropriations process. 2. CDL Guidance: On March 8, 2019, FMCSA published a notice of an update to existing guidance concerning commercial driver’s license (CDL) regulations. In the notice, FMCSA stated it eliminated 47 statements of guidance concerning the CDL regulations and revised other CDL guidance statements. The changes were effective immediately, however the Agency is soliciting comments on the action, and may make additional changes based on these comments. Note – this action does not alter or amend any of the current CDL regulations. The GAP staff included discussion on this proposal in both is March 7 and April 12 open conference calls. Comments are due May 7, 2019. 3. Employment Applications: On March 8, 2019, FMCSA published an Advanced Notice of Proposed Rulemaking (ANPRM) seeking on comment on whether to change or eliminate the requirement for prospective drivers to fill out an employment application form (49 CFR 391.21). This appears to be at the request of the American Trucking Association, and is a way to reduce a paperwork burden. The GAP staff also raised this initiative on the March 7 and April 12 open calls. Comments to the docket are due May 7. 4. Mirror Exemption: On February 21, 2019, FMCSA granted an exemption request from Stoneridge, Inc.’s to allow motor carriers to operate commercial motor vehicles (CMVs) with the company’s MirrorEye Camera Monitor System, installed as an alternative to the two rear-vision mirrors required by the Federal Motor Carrier Safety Regulations (49 CFR 393.80). The exemption will last 5-years, with the opportunity to extend it and possibly seek to make it permanent at a future date. The exemption will be effective February 21, 2019 through February 13, 2024. 5. HOS Related Regulations: On August 23, 2018, FMCSA published an ANPRM seeking comment on modifying four HOS regulatory provisions two of which apply to both passenger- and property-carrying commercial motor vehicles (CMVs): 1. the short-haul provision; and 2. adverse driving conditions. Although the ANPRM was written as applying to property-carrying operations only, ABA and other members submitted comments explaining the application to passenger-carriers and requested FMCSA to clarify that the proposal applies to both CMV operations. The GAP held an open conference call on this initiative, and filed comments along with other ABA members, including a request for clarification that any changes finalized will apply to passenger carriers, as appropriate. The initiative, overall, is a priority for FMCSA, and an NPRM should be published soon. Based on recent conversations with the FMCSA, GAP believes any proposed rule changes to the short-haul provision and adverse driving conditions, will apply to both property – and passenger carrier operations. 6. Petitions: Over the course of many years, ABA has filed petitions with FMCSA seeking redress, such as preemption of state/local rules ordinances. Although not required, in making a

179 preemption determination, FMCSA may publish notice of the request and seek comment before issuing a final decision. A number of petitions filed by ABA, though, have not been addressed and recently FMCSA informed GAP of their intent to proceed in publishing several previously filed ABA petitions for comment. Of the petitions to be addressed, at least two were filed 7 years ago. Below is a brief review of some of the ABA filed petitions that we expect to see published in the near term. However, note, publication of the petition does not constitute a decision; it provides the opportunity for comment. Therefore, once published GAP will be conducting outreach as appropriate in support of filing comments. Further, once the comment period closes, the Agency is under no time deadline to act, but will provide a basis for ABA to continue to push for a final decision. a. CA Meal & Rest Break Petition – Last October several trucking associations petitioned the FMCSA to preempt the California rules governing meal and rest breaks, following several defeats to obtain federal legislative relief. The initial petition appeared to seek relief for both drivers of property- and passenger-carrying CMVs; ABA and several members filed comments in support of this petition. On December 28, 2018, FMCSA published its decision in favor of preempting the meal and rest break rules; however, the FMCSA decision clearly limited the preemption to property-carrying operations, but indicated it would consider a similar preemption petition for passenger-carrying operations. The GAP team then assisted R. Schweitzer and specific ABA members, to file an independent preemption petition on January 10, 2019. Currently this petition is being reviewed at USDOT, and is expected to be published for comment in the coming months. b. SFO Petition – Last October, on behalf of the California Bus Association (CBA), ABA jointly with UMA filed a petition for preemption of the San Francisco International Airport’s (SFO’s) ground transportation rules, which include inspections as part of a requirement to obtain a permit to operate at the airport. R. Schweitzer drafted and filed the petition, with the support and assistance of GAP and CBA members. The petition argues the SFO rules are more stringent and in addition to the federal rules, and should be preempted under FMCSA’s preemption authority. Recently, FMCSA informed GAP that the petition will soon be published for a 30-day comment period. c. Chicago Emblem Petition – On January 20, 2012, ABA filed a petition on behalf Allerton Charter Coach with FMCSA seeking preemption of certain City of Chicago ordinances requiring interstate motor carriers of passengers to register and pay a city tax and display a registration emblem. The petition argues the display requirement goes beyond what is permissible under the federal statute governing rates, routes and services, and imposes an unfair burden and is similar to provisions preempted by FMCSA from other jurisdictions. Although filed with FMCSA in 2012, for unknown reasons, the Agency has taken no action on this petition. As with the petition concerning New York’s 19-A, FMCSA under this Administration appears to be attempting to address outstanding matters. d. New York 19-A Petition – On September 7, 2012, ABA filed a petition with FMCSA seeking preemption of Article 19-A of the New York State Vehicle and Traffic Law and regulations governing qualifications of bus drivers. The state statute and regulations generally

180 require “motor carriers” operating buses to ensure their drivers are qualified, and to submit biennial and annual reports to the state confirming those qualifications. The petition states interstate motorcoach operators who possess operating authority from the United States Department of Transportation should be completely exempted from the provisions of the New York 19-A statute and regulations. The petition argues that compliance with 19-A by out-of- state operators imposes a considerable burden and does not improve motorcoach safety. Although filed in 2012, for unknown reasons FMCSA has taken no action on this petition. However, following a meeting by GAP and R. Schweitzer with the FMCSA Chief Counsel last August, the Agency under this Administration appears to be attempting to address these types of outstanding matters.

C. National Highway Traffic Safety Administration (NHTSA) On March 7, 2019, GAP and ABA General Counsel R. Schweitzer met with NHSTA Chief Counsel Jonathan Morrison to discuss various ABA issues, including seatbelts and the structural rollover rule. 1. Seatbelts – Entertainer Motorcoaches: On November 25, 2013, NHTSA published a final rule requiring lap/shoulder seat belts, also known as 3-point seatbelts, for all new over-the-road buses manufactured as of November 2017. The requirement also applied to second-stage OTRB manufacturers, such as the Entertainer Motorcoach manufacturers, by November 2018. As this requirement raises liability concerns with perimeter-style seating positions used on Entertainer motocoaches, last fall R. filed a petition for exemption from the rule on behalf of a Hemphill brothers and a group Schweitzer of Entertainer Motorcoach manufacturers. No immediate was taken by NHTSA on the petition, however after meeting with the Chief Counsel, the petition was published specifically for Hemphill Brothers for comment in the Federal Register on March 28, 2019. Following the 30-day comment period, NHTSA will rule on the petition. However, per NHTSA rules, the Agency is not permitted to grant “blanket” exemptions, and thus R. Schweitzer has since filed separate petitions for over 40 additional Entertainer Motorcoach manufacturing companies, that will likely go through the same notice and comment process before being decided. 2. Rollover Structural Integrity: At the same meeting with the NHTSA Chief Counsel, GAP inquired about the status of the rollover structural integrity rule. Currently, per the USDOT regulatory agenda, the rule is scheduled to be finalized in June 2019. However, the NHTSA staff at the meeting implied that it would be further delayed beyond this timeframe. D. Federal Highway Administration (FHWA) 1. Tolling/HOV: As referenced above, with infrastructure and surface transportation reauthorization discussions underway, GAP continues to raise the tolling/HOV provisions on Capitol Hill, for two reasons: 1. to ward off attempts to repeal it; and 2. to amend it to facilitate enforcement of the provision. At this point, we do not expect further action on this provision from FHWA.

181 E. Transportation Security Administration/Federal Emergency Management Administration 1. Intercity Bus Security Grant Program: The Federal Emergency Management Administration (FEMA), the procurement arm for the Department of Homeland Security and partner with the Transportation Security Administration, in terms of bus security grant awards, announced its notice of funding opportunity to accept grant applications for the FY 2019 $2 million grant funding cycle. Due to the partial government shutdown, as with last year the application cycle is compressed, and applications will be due May 29, 2019. The GAP staff have worked to build a stronger relationship with FEMA staff on this program, and as a result FEMA will be hosting a joint webinar with ABA on April 18, 2019. Additionally, FEMA will host two conference calls to assist prospective applicants at 1pm on April 16 and April 30. Details for these various events can be found on the ABA website. F. U.S. Department of Interior - National Park Service (NPS): 1. Entry Fees/CUAs: Last spring NPS finalized two fee increase proposals significantly increasing the cost for group travel to a National Park via motorcoach. For the past year and a half, in addition to our appropriations efforts, GAP has engaged in a number of direct meetings with both Department of Interior and NPS officials, through the assistance of ABA consultant M. Rossetti. Earlier this year, following a meeting with Acting Interior Secretary Bernhardt, we were hopeful NPS was considering modifications to the CUA proposal in response to the issues we raised. However, at our most recent meeting on March 27, 2019, NPS clearly informed us they have no plans to make further changes to the proposals, and are fully engaged in implementation at this point. Based on this meeting, GAP has turned all of its efforts toward obtaining legislative relief.

182 G. U.S. Department of Labor – Wage & Hour Division 1. Overtime Rule: As you may recall at the end of the last Administration, the Department of Labor (DOL) attempted to finalize and implement a rule increasing the minimum wage threshold that triggers the qualification for an employee to receive overtime pay benefits under the Federal Labor Standards Act. Under the rule, the salary threshold more than doubled and it put in place automatic triggers to periodically increase it, without further rulemaking. However, this rule was enjoined and invalidated by a federal court in August 2018, and newly confirmed Secretary of Labor Alexander Acosta promised to initiate a new, more reasonable rulemaking. Toward this goal DOL held listening sessions and solicited comments before issuing a new proposal on March 21, using a revised methodology to determine a new threshold. Under the NPRM, the minimum threshold salary for an employee to qualify would increase from $455/week to $679/week (or from a salary of $23,660 annually, to $35,308); and it commits the Department to periodically review the threshold, but requires any changes to be done through the rulemaking process. Comments on this NPRM are due May 21, 2019. III. RESOURCE MANAGMENT A. Councils 1. BISC: The 2019 Bus Industry Safety Council (BISC) Winter meeting took place in Louisville, KY, in conjunction with ABA’s 2019 Marketplace. More than 150 attendees registered and attended the opening General Session, and with the use of innovative processing we discovered that more than 210 unique attendees participated in the winter BISC sessions. The Winter meeting provided 22 sessions, and also featured collaborative cross-over sessions with ABA’s BusMARC, Hispanic Motorcoach and School Bus Councils. Although BISC did need to make adjustments to the originally scheduled sessions, in the wake of the partial Federal Government shutdown, on short notice GAP successfully arranged and accommodate all time slots affected by the loss of several committed Federal Government representatives. Although the meeting did suffer the loss of FMCSA Administrator Martinez as its key note speaker, GAP took the opportunity of the time slot to explain the details of the Government shutdown and its impacts. The meeting also featured the presentation of the first-ever ABA Motorcoach Driver of the Year award to Mary Jo Peterson from Annett Bus Lines. The award was sponsored by MCI. As well, BISC announced its newly elected Executive Committee, with Pam Martinez from DATTCO assuming the BISC Chair position in succession of Al Smith from Greyhound. Additionally, the Vice Chair will be Jeff Shanker from Black Tie Transportation, and Buddy Young succeeds Alan Glickman as the new BISC liaison to the ABA Board and Chair of the ABA Strategic Safety Committee. The 2019 Summer BISC meeting will take place on June 25-26 in Linthicum, MD, near Baltimore’s airport. The GAP team has finalized the meeting agenda and secured the speakers for the event. The keynote speakers highlighting the event are Nick Smith, President & CEO of the National Safety Council; David Knight from the Department of Justice and Matt Daecher from the Daecher Consulting Group. The Summer meeting will also feature an exclusive BISC phone app for attendees. As well, GAP has finalized the 2020 Winter BISC Meeting session

183 topics and in the process now of issuing speaker invitations for the event. As well, planning is underway for the upcoming BISC West meeting, to be held concurrently with the California Bus Association in October 2019.

2. BusMARC: The 2019 Winter Bus Maintenance and Repair Council meeting was held jointly with BISC at the 2019 ABA Marketplace in Louisville, KY. Registrations for the meeting exceeded 65 participants. The keynote speaker for was Matt Johnston from Design Interactive, who discussed and displayed maintenance applications for augmented reality technology. The BusMARC attendees also participated in offsite visits to Free Enterprise in Jeffersonville, IN and the MCI/New Flyer facility, in Louisville, KY. For the 2019 Summer BusMARC, it will again be held concurrently with the BISC Summer Meeting in Linthicum, MD. The off-sites planned for the meeting are at Woodlawn Motorcoach and Martz facilities, and will feature a tire analysis workshop during one of the site visits. In addition to the Summer meeting, GAP is arranging an opportunity for BusMARC participants to work with an entity to establish maintenance performance metrics for benchmarking, and will hold a webinar in April 2019. Additionally, in terms of long term BusMARC initiatives, GAP has established a partnership with MCI to produce the first American certification program for motorcoach mechanics, and is interested in extending the partnership to other manufacturers. As well, GAP is also exploring future partnerships and synergies with the trucking industry’s Technology and Maintenance Council (TMC) for BusMARC. B. State/Local Issues: The GAP team have also continued to engage with and support state and regional bus and motorcoach associations, including attendance at GAP attendance in March 2019 at the Greater New Jersey Motorcoach Association meeting in Bethlehem, PA. As well, GAP is supporting several state associations with specific issues. 1. New York: In support of the Bus Association of New York and various ABA members, on behalf of ABA, GAP is lending support to the new BUS4NYC coalition established in New York City. The coalition is focused on elevating the profile of the private motorcoach industry in and around New York City, and highlighting the important role the industry plays in meeting public transportation needs for the region. During the 2019 state legislative session and the FY 2020 state budget debate a number of key initiatives that could significantly impact the motorcoach tour and travel industry were under consideration, including provisions related to the limousine industry in reaction to the Schoharie limousine accident that occurred last October, a congestion pricing plan for Manhattan, and increased inspection fees for passenger motor carriers. Although the inspection fees appear to have failed, New York does plan to move forward on its congestion pricing initiative for New York City, the first in the nation; and new ordinances concerning limousine operations. Through participation with BUS4NYC, GAP intends to support strategies to protect the interests of the motorcoach, tour and travel industry, appreciating the importance of New York City as a destination point for ABA members. 2. California: In support of the California Bus Association and various ABA members, GAP has also lent support on several California initiatives. In addition to the California Meal & Rest break petition and the SFO petition referenced above, in January GAP also assisted on a matter

184 concerning enroute inspections. Last December, the California Highway Patrol (CHP) issued a policy memorandum directing use of weigh stations as appropriate locations to conduct random inspections of commercial passenger vehicles. Previously, they had held a meeting with CBA members to introduce their plans, as well. On notice of publication of this policy memorandum, GAP promptly crafted a letter in opposition, clarifying the law (which was misstated in the memorandum); and coordinated efforts with FMCSA. Although GAP was notified to expect a response to the letter, we have received no further information on CHPS plans or actions. C. Other Resources 1. ABA Board: On March 6, GAP with assistance from K&L Gates, organized a successful day of meetings for several ABA Board members on both the House and Senate side, with both Legislative officials and staff. The meetings were for the purpose of discussing and advocate for ABA objectives concerning bus security grants and relief from the NPS fee increase proposals. The GAP team plans to organize another round of meetings with legislative officials to discuss transportation matters, in conjunction with the 2019 Spring Board meeting. 2. GAP: In addition to the various activities referenced above, on a daily basis GAP continued to field questions, assist members with requests such as BOC-3s and music licensing, support the publication of the Bus Bulletin, manage various ABA councils, and provide support to state/regional associations. Additionally, GAP continues to develop the monthly GAP report to keep ABA members informed of timely legislative and regulatory matters, as well as hosting periodic conference calls and managing the “Working For You” web link. VI. BUSPAC The BusPAC account balance currently stands at $249,151.36, and the 2019 fundraising goal remains $100,000 coupled with a 100% participation rate by eligible ABA Board members. With a new Congress in place, and significant turnover in the House of Representatives, GAP has numerous new offices to reach out to and educate about the motorcoach, tour and travel industry. Additionally, to continue to build support for ABA objectives, we need to develop and strengthen relationships with legislative champions for our industry. This is where BusPAC plays a critical role, particularly at the start of new Congress following such high levels of turnover. To date, GAP has participated in 8 events for Members of Congress this year, who have continued to support the motorcoach, tour and travel industry. As well, BusPAC is pleased to be hosting a fundraising event for Representative Richard Neal (D-MA), Chairman of the House Ways & Means Committee, the morning of May 2. We are also working with our consultants, K&L Gates, to do a small event in support of Representative Mike Kelly (R-PA) who also sits on the House Ways & Means Committee and has been a strong supporter of our industry. The ABA PAC Administrative fund account balance currently stands at $4,250, and we continue to promote this fund as an opportunity to support BusPAC activities for those ABA Board members who are ineligible or unable to participate in the PAC for business reasons. To date, the PAC Administrative fund has enabled BusPAC to organize a “thank you” reception for

185 participants last spring and sponsor promotional materials at the ABA 2019 Marketplace in Louisville earlier this year.

186 ABA Communications & Marketing Board of Directors Report Melanie Hinton/Spring 2019 Introduction: The start of 2019 was an exciting time for the Communications/Marketing team. We started the year in Louisville trying new marketing tools for Marketplace on social media that is now guiding us to promote ABA’s Marketplace 2020, which will showcase the first Busworld Academy North America event. We have also been focused on promoting the Government Affairs Team’s work on the National Park fees issue and other priorities. We spent the first month of the year working with our association and business colleagues to bring an end to the government shutdown. Regarding membership outreach, we have innovated our outreach to new members and delivered our first electronic Annual Report at the end of March. Plans are already underway for promoting 2020 Marketplace and Busworld Academy in Omaha. Strategic Plan Benchmarks and ABA Communications/Marketing Activities Advocacy Comms: Drive legislative and regulatory oversight framework at all government levels to eliminate obstacles and promote the success of our industry.

• Work with Advocacy team on priorities and develop strategies built around them to enhance Advocacy’s impression on influencers.

• Promote Advocacy efforts through email and social media channels to inform and engage members in advocacy efforts.

• Deliver to Advocacy a website that educates members, government officials and decisionmakers on issues important to ABA and the industry.

• Help build coalitions with other associations and government agencies to promote industry’s safety and security objectives as well as ABA’s reputation and influence on Capitol Hill and governing agencies.

• Develop media-ready statements on issues that ABA has taken a stance on. Utilize relationships with trade and mainstream media to promote ABA’s voice on issues.

Update:

• ABA Communications has worked with the GAP team on bringing media attention to a number of issues include the National Park Service Fees and CUAs hike (see Media Hits below), as well as work with influential Capitol Hill news organizations such as the The Hill, Politico and Bloomberg Government to cover ABA’s legislative activities and on transportation issue statements.

• ABA Communications has worked with a number of trade press this year to put a spotlight on ABA’s leadership in a number of issues affecting the industry such as the government shutdown, Intercity Bus Security Grants and NPS fees. Update: ABA put out a statement commending the Trump Administration for recognizing the role buses play n a multi-modal world; ABA also

187 signed on with other associations to take a stand against the US tariff war; the closing of the Mexican Border; and supportive of NY Bus Coalition fighting congestion pricing.

• ABA’s continued #WorkingForYou and #ABAEverywhere posts continue to grow and show ABA members that ABA is leading on issue affecting their business. UPDATE: ABA has been active on sharing the GAP team’s work with Congressional leaders, including showcasing ABA’s success with Congressional Dear Colleague Letters on the NPS fees issue as well as the Intercity Bus Security Grant Program funding. We have focused this year on targeting influencers on Capitol Hill through social media mentions and tags.

• ABA Communications team has been actively working with the GAP team to draw member attention ABA’s work on top priority issues such as: Canadian Carbon Tax, NPS fees, Lease & Interchange, Infrastructure, and Motorcoach Security Grants through member alerts, videos, surveys and articles in ABA publications and social media.

• ABA Communications team has been working closely with FMCSA to write regular columns in Destinations magazine. Also, the team spent a day with FMCSA Administrator Ray Martinez doing Level 1 inspection around the tidal basin in Washington, DC. You can read about the experience, here.

Membership: Continue overall membership growth with focus on all segments of the motorcoach, tour and travel industry.

To help Membership achieve their objective, Communications will:

• Work with Membership and Marketing team to continue to design and implement strategies that compliment membership sales team’s objectives.

• Promote ABA as the only association businesses in the motorcoach, tour and travel industry need to belong to by publicizing ABA’s story, benefits, etc.

• Showcase ABA’s breadth and reach in the industry by showcasing ABA’s presence and leadership at conferences and meetings across the country. #ABAEverywhere #ABAWorkingForYou

• Produce content to promote ABA benefits for hard mailings, emails and social media content to reach a larger audience of potential members. Utilize social media for an ad campaign targeting audiences that are in the industry or want to be a part of the industry.

• Promote ABA members to others in the industry and consumers to showcase how ABA helps members business.

• Create more personalized communications to members that will help their business.

Update:

188 • ABA Communications has worked with the Membership Department on new member onboarding outreach which includes a digital New Member Kit; an Onboarding Webinar and timely ABA activity emails focused on engaging new members.

• Utilizing the new database and Informz, ABA Communications has created marketing automation campaigns to help recruit new members as well as stay in contact and “care for” new members throughout their first year. UPDATE: ABA can now track members when they open their emails as well as when they visit buses.org and therefore use that information to further personalize information to members and give them exactly what they are interested in.

• Revamped and developed collateral to promote ABA programs and benefits.

• ABA Communications has been working closely with Membership team to change the buses.org website to make it more member and potential member friendly. More welcoming.

• Regularly and consistently promote what ABA offers its membership. Highlights of programs and services, include:

o Advocacy - #ABAWorkingForYou o Crisis Communications Assistance o Marketplace o Discount Partnerships o Networking: Councils, Meetings, Webinars o Education: Marketplace Education, Webinars, Council Meetings, CTIS, Entry Level Driver Training, John Kennedy on Demand

o ABA Foundation Scholarships and Research o Member Promotion: ABA Publications, Member Blogs, Promotional Social Media Pieces, Member Spotlight, Consumer-focused Promotion

• To enhance our Customer Service: In August, ABA launched a live chat opportunity for members and visitors to buses.org who need help finding information on ABA, Marketplace or need to update their membership information. UPDATE: Since its inception more than 600 people have used the live chat option and we have responded to more than 1500 inquiries.

• ABA’s participation in the FMCSA’s Our Roads, Our Responsibility campaign, as well as our partnership with Busing on the Lookout program, continues to raise the profile of ABA not only in the industry but also with government leaders. ABA has taken a lead role in partnerships that deal with our industry and is often the only motorcoach association involved. UPDATE: ABA secured Greyhound Bus Driver Keith Cummings from Chicago to participate in OROS’s Voices of Safety video campaign. Keith and buses will be first video launched in this campaign. ABA has also been active in promoting OROS safety materials

189 • ABA Director of Communication presented to the Charleston CVB Travel Council in March and came back with five new ABA members.

• ABA Comms helped Membership draft communications for membership recruitment for shows ABA has attended (Heartland/TravelSouth/DestinationNewEngland) or cities ABA President has visited, such as Omaha.

• New membership ads for allied association publications.

Annual Meeting & Marketplace: Deliver the leading marketplace for member buying/selling. To help Meetings achieve their objective, Communications will:

• Work with Meetings to develop strategies and partnerships to help sell the Annual Meeting & Marketplace to a wider audience and lead to member recruitment.

• Communicate the benefits of attending the show geared to different segments.

• Utilize social media ad campaign to target potential attendees

• Promote the show and the value on social media channels and publications.

• Develop attendee referral videos to use throughout the year.

• Utilize speakers as Ambassadors for the show, have them create videos.

• Develop a user-friendly, engaging show website.

Update:

• ABA Communications is working closely with Meetings Department to utilize host city and Marketplace Chairman to make compelling social media and email content to share with members. We have utilized our #MarketplaceMondays on social media to highlight either Louisville as the host city or an aspect of the event. Marketplace Chair Kim Grzywacz developed regular videos promoting deadlines and highlights for Marketplace. UPDATE: For the 2019 Marketplace, pre-show we went around the host city and created sponsor spotlight videos to promote sponsors throughout the week. The following is collection of social media activity around the show:

o We gained 363 new followers on social media from January 20-Febraury 7, also during this time: . ABA social media interaction with followers on Instagram: 31 conversations and ABA mentioned 57 times in Instagram stories and 42 Instagram posts. . ABA had 1237 profile visits on Instagram during Marketplace week vs less than 20 on a normal week

190 . ABA mentioned 105 times on Facebook . ABA mentioned 29 times on LinkedIn

o ABA hosted a Twitter Wall during Marketplace with the following results (from January 22 to January 30: . ABA was mentioned over 700 times . 685,954 total unique reach . 1.2 million absolute reach

• With the social media success from #ABALouisville, for 2020 ABA will be building on with new videos from Omaha CVB as well as 2020 Chairman Luke Busskohl. We will also be using hashtags: #ABAOmaha and #OMGomaha

o We have secured testimonies from a number of Marketplace Advisory Committee members

o For more Marketplace 2020 Marketing Plans see addendum attached

• ABA MARCOMMS working with Meetings Department developed an appealing Marketplace microsite to promote the event to outside our membership industry professionals. This launched in January 2019 promoting Omaha 2020.

• We will continue using speakers as program ambassadors and ask for them to do videos promoting their education session as well as the event. Update: We will be utilizing Marketplace and Busworld speakers throughout the year for 2020. Many MKPL speakers are also writing article for ABA’s publications.

• Developed advertising collateral for trade publications as well as for ABA publications and social media to promote programs and special events during Marketplace

ABA Foundation: Support the work of the ABA Foundation

To help the ABA achieve its objective of supporting the ABA Foundation, Communications will:

• Work with Foundation team on strategies to best engage members on both the scholarship side and research side of priorities.

• Communicate the industry’s impact utilizing the Foundation’s research data to help enhance advocacy efforts, support membership and build ABA’s reputation.

• Work with the Foundation team on communications such as press releases, letters and solicitations, and promotions.

191 • Promote the Foundation’s fundraising efforts through social media channels and publications utilizing videos, blogs and announcements.

Update:

• ABA Communications developed Scholarships in a Box set of printed materials and sent to all ABA members to help promote Foundation Scholarships to their employees.

• ABA Communications continues to promote the Foundation and its activities on social media with #FoundationFridays as well as in ABA’s publications.

• ABA Communications & Marketing have taken Scholarship winner testimonials and are utilizing these stories to promote not only donations to the Fund A Future campaign but also to encourage others to apply.

• Utilize ABA and ABA Foundation leadership in blog and video posts throughout the year to help raise awareness of the ABA Foundation scholarships and fundraising. Launched John Percy and Brenda Borwege videos calling for donated Auction items in November 2018.

• ABA Communications continues to work with Dunham & Associates to release the quarterly motorcoach sales survey. UPDATE: ABA sent out one press release on the surveys in 2019.

• ABA Communications took over the communications for the annual Motorcoach Census survey and sent printed and electronic surveys to members and non-members. Created homepage and webpage access to Survey. ABA worked with UMA to have them promote the Census to their members.

• ABA Comms reached out to universities with travel and tourism programs to promote available ABA scholarships for non-members.

• Created #WOWWednesdays to promote big ticket auction items leading up to Marketplace.

• Launched Percy’s Purse Raffle to promote the purse raffle that will benefit scholarships during Marketplace. Sent emails and promoted on social.

• Sent near weekly Foundation Friday emails to promote the scholarship, auctions and ABA Foundation research.

• Peter taped a video to announce the launch of the 2018-2019 Scholarship season on Dec. 6.

Publishing, Communications and Social Media: Communicate the value ABA contributes to the industry and its members.

• Develop strategies for major ABA programs and refine strategies as need to create the biggest impact on members and influencers.

192 • Maintain and deliver a portfolio including online publications, magazine, membership directory that add value. This will be measured by annual survey. Goal is to keep satisfaction rate above 80 percent.

• Utilize all media channels including traditional print publications, digital and social media to promote ABA, its membership and the industry's impact.

• Create the right content to match member needs/interests to promote member awareness and engagement. One message does not fit all. Will develop messaging on all programs and events geared to motorcoach operators and the travel and tourism members.

• Provide media support to members dealing with a crisis. Will contact or respond to all members involved in any form of crisis and offer to handle the media for them.

• Grow social media channels members by engaging ABA members and potential members on through advertisements, interesting posts and responding to members when they comment.

• Maintain a provocative website to encourage people to stay on longer and act as a resource for all things ABA and in the industry.

• Promote ABA, its story, and benefits of membership to attract new members as well as engage current members across all media platforms.

Mainstream and Trade Media Engagement: Position ABA as a leader and valued resource that the media can rely on for factual information on the industry, members as well as legislative and regulatory efforts that affect the industry.

• Develop positive relationships with trade and mainstream media to establish ABA as the industry leader and go-to resource on all things related to motorcoach, travel and tour issues.

• Develop media-ready statements on issues that ABA has taken a stance on. Utilize relationships with trade and mainstream media to promote ABA’s voice on issues.

• Promote ABA members to media to showcase ABA's reach in the industry.

• Research new media contacts in traditional media outlets as well as bloggers.

• Maintain up-to-date, current media database.

• Promote ABA leaders as sources for media to use to develop stories or have industry voice in stories.

Update: Media Engagement:

193 So far in 2019, ABA has sent out 15 press releases and statements regarding Marketplace and the ABA Foundation, industry initiatives, happenings within the government affecting the industry, including the government shutdown. Media Statements: ABA Names Scatter Joy Acres as Marketplace 2020 Charity ABA MAC Gives Back to Omaha ABA Commends the Trump Administration for Recognizing the Role Buses Play in a Multi-Modal World ABA, AmeriFuel Team Up for Exclusive Partnership to Increase Member Benefit ABA Foundation Report Says Motorcoach Manufacturing Sales Stalled in Q418 Another Successful Marketplace in the Books ABA Gives Back Raises Funds for Louisville Charity ABA Foundation Raises Money for Scholarships ABA Congratulates the 2019 Marketplace Award Winners ABA CTIS Program Celebrates 30 Years ABA Welcomes New Members to Association Board of Directors ABA Implores Congress, Administration to Come Together and End Shutdown Industry Associations Urge an Immediate End to the Government Shutdown EPA Makes $40 Million Available in FY19 Diesel Emission Reduction Grants, Partner with ABA to Apply ABA and PerilloTravelVR Partner for Exclusive Benefits for ABA Members Media Hits: So far in 2019, ABA has been mentioned 316 times in news articles that covered Marketplace 2019, Marketplace award winners, coverage of ABA statements on the government shutdown as well as other government issues affecting the industry. ABA was also interviewed on the bus shortage and trends in the industry for 2019. We have recently signed up with Meltwater to help us better track our reach in the media. We plan to continue to cover Marketplace 2020, with exciting announcements about what is to come.

In addition to these activities, ABA was covered by the following news outlets:

194 Trade Show News Network Star Herald Denver Post Metro Magazine School Transportation News Commercial Carrier Journal BusRIDE Magazine Transport Topics Group Travel Leader Crain’s New York Business Gettysburg Times Associated Press Fresno Bee

Social Media Activities ABA’s social media presence continues to grow. We have been active engaging members on a variety of topics such as National Day celebrations where we promote ABA members; using Louisville CVB and 2019 Marketplace Chairman Kim Grzywacz videos to promote Marketplace as well as Peter doing a number of Let’s Talk videos to bring awareness to our events and Advocacy issues. We are seeing that video is king and will be utilizing videos more in the future. We continue to see our social media channels grow: Facebook: 5,320 in Jan. to 5,579 (as of April 11) Twitter: 4,256 in Jan. to 4,330 (as of April 11) LinkedIn: 3,589 in Jan. to 3,607 (as of April 11) Instagram: 984 in Jan. to 1,154 (as of April 11) To put in context our competitors’ social media numbers are: United Motorcoach Association Facebook: 2,276 as of April 11 Twitter: 1,407 as of April 11 National Tour Association Facebook: 5,036 as of April 11 Twitter: 10,522 as of April 11

195

Publications On Jan. 7, ABA launched a new The Insider with new partner, INLoop. The Insider utilizes AI technology and enable members to choose the news they want to read regarding their part of the industry and that is all they will see – in addition to ABA News – with this new publication. This is another example of ABA personalizing the member’s experience with ABA. Since January, three ads have been sold in the new Insider. In the first quarter of 2019, three ads have been sold in the Tour Stop. In April, Destinations magazine launched the 2019 call for nominations for its Best of the Best Sept/Oct issue.

Crisis Communication ABA continues its campaign to educate our bus and tour operator members about ABA’s Crisis Communications member benefit. ABA Communications also helped members prepare crisis communications plans as well as deal with customer service communications issues. Polynesian Adventure Tours (2/18) ABA also provided “other” communications assistance to members, whether it was to help them create a crisis communications, deal with difficult customer service situations or working with members to create positive media: EPN Travel – Crisis Communications prep plan First Class Charter – Crisis Communications prep plan Innovative Coaches - Crisis Communications prep plan

196 Addendum 2020 Marketplace Marketing Plan

The purpose of this plan is to outline the Communications and Marketing tactics we will employ to promote the 2020 Marketplace (MKPL) in Omaha, Neb. This plan has a number of moving parts and vehicles to create a comprehensive campaign in promoting MKPL and all activities, including the debut of Busworld Academy, as the leading business event of the year for the motorcoach, travel and tourism industry and Omaha as interesting and exciting place to visit and add to tour plans. While most tactics will be employed to enhance the Meetings Departments announcement and deadlines, others will be used to keep the conversation and the focus on MKPL all year round. We are coordinating closely with the Communications and Marketing team at the Omaha CVB throughout the campaign. A living calendar will accompany and guide this plan. Vehicles That Will Be Used: Vehicles and Tools that will the Communications and Marketing Team will use throughout the year to promote MKPL will be: Informz direct email and marketing automation email campaign– this will allow us to track and monitor interest in MKPL. For example, by utilizing Informz we will know who opened/forwarded/visited the website and clicked on linked topics so we can then move to personalized follow up on what people are interested in. We will also set up automation, which means depending on the target’s actions, they will get specific follow up. ABA Publications – membership-focused information will be directed to the corresponding publication (Tour Stop or BB) as well as general MKPL and Omaha materials will be included in Destinations and Insider. Non-ABA member outreach: We will target non-ABA member industry companies with specialized emails, advertising in trade publications and hard mailings promoting ABA’s Marketplace and Busworld Academy. Social Media – using all of ABA’s social media channels (FB, TW, LI, INSTA, YT) we will be able to promote deadlines, factual information and announcements as well as creative pieces and video. While most posts will be made on #MarketplaceMonday we will also use opportunities such as #WaybackWednesday and #ThrowbackThursday to use former Marketplace videos when appropriate. We will also be using #FoundationFriday to highlight the Auction, Afterglow and purse raffle. We will utilize the hashtags #ABAOmaha and #OMGomaha in all social posts. Topics to be covered on social media:

• “Postcards from Omaha” where we will use fun facts and make creative pieces (Erin and Vicki) • Videos (see below) (Mel/ Erin to coordinate) • MKPL deadlines and announcements (Meetings Dept) • Busworld Academy promotion (Mel and Sofie) • Blogs about Omaha and Marketplace programming (Mel and Members to craft) • Testimonials (Luke/Board/MAC/Volunteer/Council Members)

197 • Speakers (MKPL Education and Busworld Academy speakers – Vicki/Mel to coordinate) • The ABA Foundation Auctions and Afterglow (Brad/Shea with Mel/Erin) • ABA Gives Back (Meetings/Mel) • Education sessions and opportunities (Vicki/Mel) • Council sessions (Council Heads/Mel) • Dine Around Options (Where to go in Omaha) (Meetings/Mel) • FAM & Sightseeing tours (Meetings/Mel) • Volunteering Opportunities (Meetings/Mel) • The App (Vicki/Mel) Videos – We had a lot of success with videos with our members. We will kick off the MKPL video series with Peter doing a registration opens today video for the April 24 opening. 2020 MKPL Chair Luke Buskohl will be the face the Marketplace. We have asked Luke to deliver 6 videos to promote the show:

• May 20 – Have You Registered Yet? I look forward to showing you my hometown. Don’t miss our early bird rates! • July 16 – ABA has the best networking opportunities especially through ABA’s Councils. (For Charter operators talk about how tour operators attending as your customers) • Sept. 16 – ABA is the only place where you get to meet with your customers face to face all at once. It is where Business Happens. • Oct. 21 – ABA provides the most unique education in the industry. Never one to rest on their laurels, ABA will be stepping up its education offerings this year with the debut of the Busworld Academy – the first event in North America from the Busworld Foundation. • Nov. 18 – It’s the giving season: talk about ABA Gives Back and ABA Foundation • Dec. 9 – One month left until MKPL – are you ready? Is your profile up to date? Communications/Marketing has reached out to all MAC members and asked that they be “ambassadors” for the show and send in video and written testimonials regarding “Why I am attending ABA’s Marketplace”. We have had a very positive response from the Committee members. We will also utilize our Education speakers to create video vignettes promoting their education sessions. We will also ask Board members, Volunteers, Council members to create “I am going to ABA because….” Videos. We will work with the Omaha CVB to either create or send us videos showcasing the city. One such video we hope to produce is a short video promoting the city and its hotels for the housing opening in August. We will also reach out to the CVB to have them tell us their favorite thing to do in Omaha. We will put these on social with their pictures, just like we did for the Board and scholarship winners. MKPL Microsite – ABA’s new 2020 MKPL microsite allows us to be more creative and targeted in our promotion of the show. While we have the usual sections for business, networking and education that attendees have come to recognize, these sections now POP and are more user-friendly than the previous MKPL pages. We will also be adding three new sections to the site this year: Busworld Academy, OMG Omaha! (which will essentially be a tour kit of all things Omaha such as Touring Omaha, Dining Around Omaha, Visiting Neighborhoods & Districts, and Enjoying the Nightlife), and the brand-spanking new inaugural Journalist Program (see below for details). New Programs to Promote

198 Busworld Academy – as we begin to put together a program for the Busworld Academy, we will create announcements and testimonials regarding this new high-level educational opportunity. We will also target journalists who will benefit from the Busworld program Marketplace Journalist Program – ABA will create a 3-day journalist-specific program during the weekend of MKPL. Working with the city of Omaha and Nebraska, we will develop a program that includes: Friday, Jan. 10 - a city sightseeing tour that will end in a “sponsored” happy hour Saturday, Jan. 11 - Journalists will have breakfast on their own and then conduct interview “appointments” on the networking floor from 9 a.m. – 1 p.m. (ABA Comms will help match journalists with booths); participate in the networking floor reception; attend the ABA Foundation Live Auction; and then explore Omaha on their own. Sunday, Jan. 12 – Journalists will be invited to a Nebraska – sponsored breakfast where the state and/or the cvbs it invites to participate can promote tourism in the state and what the state has to offer for visitors. They then can have “free time” to walk around the networking floor; attend education sessions or leave whenever they want. The timeline for promotion of this (assuming we have sponsors and can do this) would be: August Launch program to targeted journalists. The list will come from ABA, Omaha and Nebraska/Iowa. September 30 – registration deadline for journalists who want to participate in this program. Other journalists are welcome to just attend the show as previously offered. First half of October, reach out to journos and networking floor exhibitors and start match process. Early November, matches complete (but will be flexible to make appointments with eachother on the floor as well), so we can encourage the CVBs/exhibitors to bring their PR/Marketing folks for interviews. Mid-November – general media advisory about show out to those not participating in program. Early-December – second media advisory out to journalists not participating in the program.

199 2019 SPRING BOARD REPORT MEETINGS, EVENTS, AND EDUCATION DEPARTMENT Submitted by Lynn Brewer

DEPARTMENT OVERVIEW

This department is responsible for all meetings, events, sponsorships, event data management, and education programs:

• ABA’s Marketplace • Board of Director Meetings • Marketplace Advisory Committee and Subcommittees • Marketplace Education Program • Certified Travel Industry Specialist Program • Florida Motorcoach Association Meetings • Regional and Training Meetings • Sponsorships for all Association Activities • Women in Buses Council Program and Meetings • Webinar Program • ABA Council Meetings: • Bus Industry Safety Council (BISC) • Bus Maintenance and Repair Council (BusMARC) • Hispanic Motorcoach Council • Entertainer Motorcoach Council • School Bus Council

Staff members include:

Lynn Brewer, Senior Vice President of Meetings, Events and Education Vicki Osman, CTIS, Senior Director of Meetings, Event Technology and Education Mary Ellen Wyrick: Coordinator, Meetings and Events

2019 MARKETPLACE JAN. 25 – 29, 2019 LOUISVILLE, KY

Attendance Statistics 3400 people attended the show 853 motorcoach and tour operators from 368 companies 318 associate service & product suppliers

Marketplace Business Floor 29 appointments on average were prescheduled for each seller 137,000 appointment slots were available 89% of mutual appointments were scheduled 290 motorcoach and tour operator buyers took appointments

200

Marketplace Networking Floor 255 sponsors (2018 sponsorship fees totaled $421,000.00) 138 exhibitors, including 62 associate product and service suppliers 22 motorcoaches on display

ABA Gives Back $21,995 raised for Backside Learning Center at Churchill Downs

ABA Foundation Fundraising More than $140,000 raised for Foundation Scholarships at the Live Auction, Silent Auction and Afterglow Party

Education • 2537 delegates attended education sessions • 320 delegates earned an education certificate for attending 3 sessions or more • 95% of delegates rated the sessions 7-10 • Approximately 25-30% of the evaluations were submitted electronically • 22 CTIS graduates

STAR Orientation Program • 134 delegates participated in the onsite orientation program • 118 STAR delegates earned a STAR certificate for completing a floor tour, ambassador meeting and Q&A session

Resource Central • 2562 Delegates utilized the Resource Central

Post-Marketplace Survey Results (scale from 1 - 10) • 8.9: Overall Marketplace Experience • 8.5: Business Appointments • 8.4: Education • 8.6: Networking Opportunities • 8.9: Networking Floor Booths/Exhibits • 8.9: Bus Industry Safety Council Meetings/Education • 8.9: Bus Maintenance and Repair Council Meetings/Education • 9.1: Women in Buses Meeting • 8.3: CEO Symposium

Top Marketplace Take-Aways • Booked Business • Business Leads • Education • Industry Information

Sponsorships • We had 20 new sponsors for Marketplace 2019. • Sponsorship fees total $421,000.

201 • MCI became the title sponsor for the Women In Buses Program. • Our largest sponsors were: • New York State DMO Association as the Monday Operator Breakfast sponsor. • Group Sales Box Office, sponsoring the Monday All Delegate luncheon. • Branson CVB brought back the ice cream booth. • Myrtle Beach Area CVB changed their sponsorship from an Operator breakfast to a Super Floor Lounge and provided food all week. • Guide Service of Washington and Entertainment Cruises partnered to sponsor the Operator Breakfast Buffet on Tuesday. • Norwegian Cruise Lines sponsored the operator booth signs. • Best Western Hotels & Resorts sponsored complimentary WiFi for all attendees. • Las Vegas Convention & Visitors Authority provided the Afternoon Operator Coffee and the Operator Water Stations on the Business Floor.

Strategic Plan Successes • Marketplace Chairman Kim Grzywacz created personalized videos every two weeks that we used across our social media channels. • 30 new Buyer companies took appointments for the full week. • Offered complimentary meeting space to for user groups, which attracted new operators to Marketplace. • BISC and BusMarc seminars were rebranded and included in the overall education offerings. Seven education tracks were offered: Technology, Professional Development, Sales & Marketing, Motorcoach Safety, Motorcoach Innovations, Motorcoach Regulatory & Compliance and Motorcoach Maintenance & Repair. • Offered CEO Symposium as an exclusive operator education program. • Increased Education Bite offerings on the Marketplace Networking Floor. • The Business Floor was upgraded and offered more room to prepare for appointments in a relaxed atmosphere. • The Marketplace App launched in December and included real-time personal information, including delegate appointment schedules. New this year, the App included education and event surveys. We utilized Survey Monkey to complete Buyer Options surveys for their onsite booth needs which include the choice of table and chairs and the option to order electricity.

2020 MARKETPLACE JAN. 10 – 14, 2020 OMAHA, NE

2020 Marketplace Advisory Committee Chairman: Luke Busskohl, Arrow Stage Lines Tour Operator Rep: Jack Kaufman, Timi’s Tours Tour Operator Rep: Emily Milligan, Fly My Group Tour Operator Rep: Joey Spellerberg, Moostash Joe Tours Tour Operator Rep: Kelly Camps, Contiki Operator Rep: Ben Blunt, Concord Coach Company DMO Rep: Chris Siravo, Discover Newport Attraction Rep: Mindy Caldwell, Portland Spirit River Cruises

202 Attraction Rep: Greg Dotson, Merlin Entertainment Hotel Rep: Gordon Basht, Dover Downs Hotel & Casino Hotel Rep: Eric Rottingen, The Queensbury Hotel Education Chair: Allison Taimanglo, Washington Guide Service Orientation Chair: Jennifer Turlington, Virginia Living Museum Resource Central Chair: Eric Lutey, Group Tour Media Manufacturer Rep: Brenda Borwege, ABC Companies Manufacturer Rep: Brent Maitland, MCI Manufacturer Rep: Julie Leonard, Prevost Car Associate Rep: Eric Elliott, Distinctive Systems Associate Rep: Kasie Smith, Serendipity Publishing Women in Buses Rep: Elizabeth Hall, John Hall’s Alaska

The Marketplace Advisory Committee and Subcommittees (Orientation, Education and Resource Central) met in Omaha in March to develop their timeline and goals for Marketplace 2020.

Strategic Goals: • Creating targeted “road maps” and customized messages for individual membership segments which include daily schedule suggestions. • Utilizing ABA Board members and Marketplace Advisory Committee and subcommittee members for testimonials and promotional videos. • Utilizing Marketplace Advisory Committee and subcommittee members to target motorcoach and tour operators who are currently not attending. • Creating program to provide bus manufacturers with materials to help encourage their vendors to exhibit. • Revising the sponsorship program and assessing all sponsorships, benefits and pricing. New sales materials and benefits sheets have been created and the sponsorship program is being outsourced.

#ABAOmaha The Omaha team has been working on their host city development for three years and is excited about hosting ABA’s Marketplace. Omaha will offer: • 7 Pre/Post FAM Tours • 10 Sightseeing Tours on Saturday • Explore Omaha on Saturday Night • Durham Museum at Union Station Event on Sunday Night • Dine Around Omaha on Monday Night

ABA Gives Back Charity – Scatter Joy Acres Scatter Joy Acres provides animal rescue and therapy, an urban ranch, hands on STEM education, and animal interaction. It also provides therapeutic interaction for developmentally disabled and autistic children, seniors, veterans, and at-risk children.

Busworld Academy Busworld Academy, powered by ABA, will make its debut in Omaha and will bring together world-renown industry influencers, experts, scientists and engineers who are shaping the trends and the future of the motorcoach industry. The program will be held on Monday and Tuesday.

Important Dates • Registration opens April 24/25 for all ABA members. • The Marketplace Passport will launch April 26.

203 • Housing will open for all registered attendees on August 19.

Marketing • Launched a new Microsite for ABA’s Marketplace. • Developing #OMGomaha Campaign. • Creating “road maps” targeting member segments.

Education • The subcommittee reviewed 70+ professional speakers. • The education schedule will include more targeted sessions by segment with unique room layouts. • The online webinar series will be continued, using professional speakers.

Orientation • We are developing additional tutorials and videos to assist with STAR delegates pre-Marketplace prep. • Enhancing the STAR reception for new attendees.

Resource Central • Improve messaging and ease of submitting up-to-date profile information. • Discussing a possible rebranding of the Resource Central. Housing • In 2020 we are offering 15 hotel properties. They are all in the Omaha convention center district and all within 1 ½ miles from the convention center. • The room rates range from $134-$164 per night for Buyers and $139-$189 per night for Sellers. • Transportation will be provided from all hotels to the convention center, except for the Hilton and Marriott, and from all hotels for the evening events. • The board meetings will take place at the CHI Health Center Omaha (Omaha Convention Center). The board will be able to stay at their hotel of choice. • Housing will open August 19, 2019 for all registered delegates.

CERTIFIED TRAVEL INDUSTRY SPECIALIST PROGRAM • We celebrated the 30 Year Anniversary at Marketplace with the graduation and special recognition at the Sunday Lunch. • We have 23 new enrollees in 2019. • The 2019 schedule and rates were released in January.

WEBINAR SERIES • We continue to offer a minimum of 2 webinars each month. • The Webinar series currently offers 58 seminars for on demand. • Partnered with the communications department to create Education Express, which is a monthly update of education programs, webinars and webinars on demand. • Developing exclusive partnerships with professional speakers for discounts on their services and products for ABA members.

204

BISC/BUSMARC SPONSORSHIPS FOR 2019 • We had $45,000 in sponsorship plus in-kind donations in 2018. • We are renewing sponsorship contracts for the Summer 2019 and Winter 2020 meetings. • ABC Companies is the Title Sponsor for BISC and for BusMARC.

WOMEN IN BUSES COUNCIL 2019 Leadership Team Chair: Elizabeth Hall, John Hall’s Alaska Membership Chair: Antoinette Gonzales, Aries Charter Transportation Vice Chairman: Erin Ducharme, Bloom Tour & Charter Marketing & Communications Chair: Mimi Vielhauer, Express Transportation Vice Chair: Vicki Bowman, MCI Executive Management Committee Chair: Tracy Showman, Quest Coach Vice Chair: Jodi Merritt, H & L Charter Operations & Maintenance Committee Chair: Vicki Shafer, Shafer’s Tour & Charter Vice Chair: Jennifer Stegman, Martz Group Tour, Travel & Charter Committee Chair: Carol Mondello, Ground Charters Vice Chair: Jamie Caylor, Gold Shield

205 2019 SPRING BOARD REPORT

MEMBERSHIP DEPARTMENT OVERVIEW

The membership department is responsible for recruitment, retention, renewal, engagement, membership programs and services, as well as AMS database management.

Staff members include: Lia Zegeye, Senior Director of Membership Roderick Lewis, Director of Membership & Business Development Jake Argarin, Membership & Database Coordinator

For the 1st quarter 2019, we have been focused on outreach campaigns, cleaning the database as well as enhancing and creating valuable benefits and resources for our members.

Membership by The Numbers (Count comparison April 2018 vs 2019)

Membership Category 2019 2018 Allied Associations 58 57 Associate 180 153 Bus Operator 902 859 Tour Operator 423 386 Travel Industry 2,210 1,960 Total 3,773 3,415

Since January 1st, 68 new companies have joined ABA: • 6 Associate • 6 Tour Operators • 11 Bus Operators • 45 Travel Industry Companies

Retention rate: 91%

MEMBERSHIP OUTREACH

The membership department has developed new procedures to help capture, track and monitor prospects at various stages of the sales pipeline.

The Membership staff has exhibited at (4) industry tradeshows in the 1st quarter and has increased marketing and sales efforts and shift the focus on these audiences.

• Tradeshows exhibited include:

o UMA Expo (Target: Motorcoach/Product Suppliers) – Ft. Lauderdale, FL o Heartland Showcase (Target: Tour Operator/Travel) – Detroit, MI o Travel South Showcase (Target: Tour Operator/Travel) – Myrtle Beach, SC o International LCT Conference (Target: Motorcoach/Product Suppliers) - Las Vegas, NV

206

• Conferences scheduled for the next quarter include:

o RTO Summit (Target: Tour Operator) – New York, NY o Discover New England (Target: Tour Operator/Travel) – Hartford, CT o International Pow Wow (Target: Motorcoach/ Tour Operator/Travel) - Anaheim, CA • Trade Show Best Practices – Pre-schedule one-on-one appointments at industry tradeshows. • Appointment times are scheduled for member and nonmember companies at various industry tradeshows. This opportunity is used to both sell ABA member services as well as solicit feedback from members/nonmembers.

MEMBERSHIP CAMPAIGNS - 7 PROMOTIONS INCLUDE:

• West Coast Campaign – Targeting prospects located in the following states: CA, CO, NV, OR, UT, WA. o Motorcoach Operator – Focus: Government Affairs, Legislative, Parts & Services o Tour Operator – Focus: 2019 ABA’s Marketplace o Travel prospects – Focus: The Economic Impact of Motorcoaches and the 2019 ABA’s Marketplace • National Tour Association members • Leads acquired via: o Facebook o LinkedIn o Metro Magazine’s TOP 50 Motorcoach o ABA staff attended tradeshows o Member referrals

• Peter On The Road – In conjunction with Peter Pantuso travel schedules to conferences, speaking engagements or state association meetings, emailed invites are pre-sent to top Bus, Tour Operator and Travel non-members in the surrounding area to discuss membership opportunities. In addition, post event follow-ups are placed in high priority for the membership department • 2019 ABA Marketplace nonmember motorcoach operators • Omaha area prospects (in conjunction with the MAC meeting in Omaha). Peter Pantuso and Lia Zegeye were able to visit one of the prospects at their restaurant • We have created special rates for tradeshow attendees (deadlines are set to push prospect to act within the “valid through” date) • This year, we are also tracking ROI on shows attended by the membership staff, so we may identify the most valuable outlets/conferences/shows for the association.

NEWLY IMPLEMENTED AND UPCOMING PROGRAMS • Member spotlight – Membership department will conduct an interview with a selected group of individuals and publish their story on one of our print/digital publications as Q&A (article will include a picture of the individual, company name, title, motto, etc. This program will help provide:

o The opportunity to put the spotlight on our members o Get to know them and celebrate their professional and personal achievements

207 o Engage our member and drive more traffic to our publications. While this will create a platform to share our members story with colleagues and the industry, it will also function as a testimonial about how they are benefiting from ABA’s membership

• Membership Certificate – As part of the new member on-boarding process, our members will receive a membership certificate to display proudly at their place of business. In addition, we will send the digital certificate to current members in conjunction with renewals. The certificate is personalized with the member company name and membership expiration date.

• Membership Committee – We are currently looking into a diverse group of professionals to serve on the Membership Committee. The committee will:

o Truly represent bus operators, tour operators, associates, and the travel industry o Comprised of 15 - 20 active members o The group will be divided into 3 sub-committees, and a chairman for each committee to move along the task at hand o Committee activities will take place via conference call and one face-to-face meeting

• Reestablishing “ABA on the Road” – A regional meeting that will give ABA the platform to invite prospects and others interested parties within a given area. The program will help explain who we are and what we do. ABA will also share the latest trends in group travel, and other valuable data relevant to the audience. The program will:

o Launch at the International Pow Wow (IPW), June 1 – 5, 2019, Anaheim, CA Then, continue to Northwest USA Spotlight Annual Conference September 13-15, 2019 Olympia, WA o The audience will include nonmembers as well as members o Great opportunity for ABA to connect with those unable to travel to the east coast events, as well as small companies that may not have the means to attend several shows within a given year

• Membership Brochure – Marketing is an important aspect of membership growth and retention. Our current membership brochures do not communicate our value proposition in a digestible manner. To differentiate ABA from the competition and communicate our value to potential members, we are currently working with a consultant to create a comprehensive membership brochure.

• Onboarding Webinar – our new member orientation webinars will be held once a month. The webinar is designed to inform members the benefits and resources available for them. The webinar will also be utilized as: o A recruitment tool (invite potential members to the webinar) o Current member company employees new to the organization or would like to learn more about their benefits as a member

• Strategic partnerships, and potential affinity programs – In an effort to maximize our membership benefits, we are working on partnering with two additional companies:

208 o The Award Zone - a driver rewards program that is designed to help bus companies add driver incentive programs for such as good roadside inspections, remain ticket free of moving violations (red lights, speeding, etc.) Peer-to-peer recognitions. o Data Reporting Program - through Smith Travel research – provide data to hotels and DMOs showing the latest monthly & year-to-date performance for United States, local region, state, and the state’s metro areas o Perillo TravelVR - Peter Pantuso and Lia Zegeye will visit our strategic partner, Perillo TravelVR at their headquarters in NJ to discuss further collaboration and opportunities. o Bienvenue Canada – We have established a relationship with Bienvenue, a show that specifically serves the Quebec area. ABA has been offered to speak at their annual conference held each year in Quebec. This relationship will expose ABA to the Canadian audience that may not be familiar with ABA’s benefits and resources.

• Sponsorships – ABA will continue its support to the industry by sponsoring industry events to promote, which will help ABA’s brand and visibility and capture an exclusive audience, thus far, ABA is committed to the following events:

o Circle Wisconsin Midwest Marketplace o Discover New England o Travel Alliance Partners o Receptive Tour Operators Summit

• Renewals: In the 1st quarter, we have sent several renewal reminders to all members. Currently, we are preparing to send out the 2019-2020 renewals to our bus and tour operators, with our newly redesigned invoices.

• Lunch & Learn - free lunch & learn sessions are provided by our database vendor. Membership has been communicating with staff so they may take advantage of the sessions to expand their knowledge within their area of responsibility • SAFER Checks - we continue to check the status of 717 bus operator members to make sure they meet ABA’s membership standard • Database - Data clean-up o We have identified and completed the merging process of 500 duplicate accounts found in the database o We continue to research, and update returned mail addresses and make sure we have the most up to date member contact information o We are contacting 297 individuals with no email address in the database

209 AMERICAN BUS ASSOCIATION FOUNDATION

UNAUDITED FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED MARCH 31, 2019

210 American Bus Association Foundation Balance Sheet March 31, 2019

MARCH MARCH 2019 2018 Assets

Cash and Cash Equivalents 63,865 242,055 Accounts Receivable 267,773 375,832 Prepaid Expenses - - Investments 6,675,439 6,144,409

Total Assets 7,007,078 6,762,296

Liabilities and Net Assets

Current Liabilities Accounts Payable - 2,100 Due to ABA - - Deferred Income - - - 2,100

Net Assets Without Donor Restrictions 2,299,083 2,244,281 With Donor Restrictions 4,707,995 4,515,915 7,007,078 6,760,196

Total Liabilities and Net Assets 7,007,078 6,762,296

Note:

Net Assets With Donor Restrictions: Scholarship Fund 582,229 489,787 Picknelly Memory Fund 59,195 60,851 Research Fund 3,942,871 3,841,009 Cornell Memory Fund 33,243 33,871 Yellow Ribbon Fund 90,457 90,397 4,707,995 4,515,915

211 American Bus Association Foundation Statement Of Activities Three Months Ended March 31, 2019

Without Donor With Donor Total 2019 Total Restrictions Restrictions Mar-19 Budget Mar-18 Revenue

Marketplace Afterglow - 34,090 34,090 22,000 23,920 Marketplace Purse Raffle 7,240 7,240 - - Marketplace Silent Auction - 22,733 22,733 38,000 41,010 Marketplace Live Auction - 75,750 75,750 64,000 91,050 Membership contributions 6,950 - 6,950 36,000 4,560 Research Contributions - 40,500 40,500 36,100 - Research Revenue - - - 500 - Yellow Ribbon Fund - - - - Yankee Candle - - - - Other Income 2,500 - 2,500 1,000 1,550 Net assets released from restriction 28,843 (28,843) - - - Total revenue 38,293 151,470 189,763 197,600 162,090

Expenses Programs: Scholarship programs - - 90,000 - Research 25,075 25,075 100,300 25,075 Picknelly Scholarship - - 2,500 - Cornell Scholarship - - 2,500 - Yellow Ribbon Fund Scholarship - - 5,000 - Supporting Services: General and administrative 47,052 47,052 94,000 34,270 SPA Retainter 4,250 4,250 4,250 4,405 Marketplace Silent Auction 2,208 2,208 8,500 7,887 Marketplace Live Auction - - 4,000 4,577 Promotion/Marketing 1,560 1,560 20,000 4,439 Total expenses 80,145 - 80,145 331,050 80,653

Excess of Revenues over Expenses (41,852) 151,470 109,618 (133,450) 81,437

Investment income, net of investment fees of $2,956 6,969 13,565 20,534 27,763 Realized and unrealized gains/(losses) on investments 193,273 376,198 569,471 200,000 (26,163)

Change in net assets 158,390 541,233 699,623 66,550 83,037

Net Assets: Beginning 2,140,693 4,166,762 6,307,455 6,677,160 Ending 2,299,083 4,707,995 7,007,078 6,760,197

212