MINUTES OF REGULAR BOARD MEETING OF SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY MARCH 27, 2014

The Regular Meeting of the Board of the Southeastern Pennsylvania Transportation Authority was held on Thursday, March 27, 2014 at 3:06 PM, in the Board Room of the Authority, with the Chairman in the Chair.

Present

Attending the meeting were the following Board members:

Pasquale T. Deon, Sr., Chairman Thomas E. Babcock, Vice Chairman Beverly Coleman Rina Cutler Thomas Jay Ellis, Esquire Honorable Stewart J. Greenleaf Kevin L. Johnson, P.E. John I. Kane Daniel J. Kubik Kenneth E. Lawrence, Jr. Honorable Charles H. Martin Honorable Leslie S. Richards James C. Schwartzman, Esquire Cuyler H. Walker, Esquire (via telephone)

Present from the staff:

Joseph M. Casey, General Manager James B. Jordan, Esquire, General Counsel Richard G. Burnfield, Chief Financial Officer/Treasurer Jeffrey D. Knueppel, Deputy General Manager Stephen A. Jobs, Controller Carol R. Looby, Secretary Kim Scott Heinle, AGM, Customer Service Ronald G. Hopkins, AGM, Operations Francis E. Kelly, AGM, Government & Public Affairs Susan Van Buren, AGM, Human Resources

Mr. Deon called the Regular Meeting of the Board to order. Mr. Deon said the Special Meeting, which was noticed, was cancelled.

Mr. Deon announced that Cuyler Walker would be participating by phone. Mr. Walker acknowledged his presence.

Pledge of Allegiance was observed.

Mr. Deon announced that the Board met in Executive Session just prior to the meeting to discuss legal matters. Minutes of Regular Board Meeting March 27, 2014

Mr. Deon stated that if there were speakers who wished to address agenda items they would be called before the Board voted on the i tern and asked that they limit their remarks to three minutes. He said speakers wishing to address i terns not on the agenda would be called after the regular business of the Board was completed.

Approval of Minutes

Mr. Deon entertained a motion regarding the Minutes of the February 27 Regular Board meeting, which had been circulated. Mr. Ellis moved, Ms. Cutler seconded, and the Minutes were unanimously approved.

Financial Report

Mr. Burnfield reported that the extreme winter weather conditions continued to negatively impact the Authority's finances in February. He noted that numerous days of snow and ice closed Philadelphia schools for four days. He reported that for the month ridership was down 8 percent, revenue was $1. 4 million under budget, and year-to-date ridership was down 1. 8 percent, which was approximately 4 million trips. Mr. Burnfield said the weather conditions also negatively impacted expenses with labor, materials and power costs above budget.

Mr. Burnf ield reported for the month there was a budget deficit of $2. 9 million and year-to-date there was a budget deficit of $4. 9 million. He commented that staff was taking steps to carefully control expenses without impacting service quality for the balance of the fiscal year with the goal of ending the year with a balanced budget.

Mr. Deon entertained a motion to adopt the Financial Report. Mr. Ellis moved, Ms. Coleman seconded and it was unanimously adopted.

The December Financial Report is received and filed and is attached to these Minutes as Exhibit "A."

Mr. Deon then called for speakers wishing to address agenda items. There was no response.

Consent Calendar

Mr. Deon then presented the Consent Calendar, which consisted of:

"Termination of Investment Management Agreement with Cubic Asset Management"; "Authorization to Execute Consultant Amendments";

2 Minutes of Regular Board Meeting March 27, 2014

"Lease to the City of Philadelphia of Parts of the Floor, 19th Floor and Rear Plaza of 1234 Market Street";

"Authorization to Complete Real Estate Transactions Associated with Completion of the Darby Transportation Center Project";

"Lease to Rodin Market Partners L.P. of Approximately 46,000 Square Feet of Property Located on the City Branch Right-of­ Way";

"Authorization of Nominal Perpetual Reciprocal Stormwater Easement with Enrico Partners, L.P. in Properties that are Situated in the Township of Radnor, Delaware County";

"Authorization to Award Contracts for Various Procurements;"

"Award of Various Contracts for Sole Source Procurements;" and

"Authorization to Execute a Change Order."

Mr. Deon stated that all of the items on the Consent Calendar were reviewed by the appropriate Board Committees in public session.

Mr. Deon entertained a motion to adopt the resolutions. Mr. Ellis moved, Ms. Cutler seconded and the following resolutions were unanimously adopted with Mr. Kubik abstaining on Item III.C.2. and Mr. Johnson abstaining on Item III.A.4. Mr. Johnson requested to comment on Item II.A.1. He noted that this project, Bucks County Intermodal Improvements Project-Levittown was being funded from the new Transportation Funding Bill. In response to Chairman Deon, Mr. Burnfield added that the Levittown construction project, along with the Elwyn to Wawa Service Restoration Project, are the first projects being advanced with the additional resources of Act 89.

I.A. TERMINATION OF INVESTMENT MANAGEMENT AGREEMENT WITH CUBIC ASSET MANAGEMENT

"WHEREAS, on February 24, 2011 the Pension Committee of the Board revised the Statement of Investment Policy and Objectives and Operating Guidelines ("Policy Statement") which governs the investment of the funds of the pension plans of SEPTA; and

WHEREAS, the Policy Statement provides investment guidelines and investment return expectations for all investment managers; and

3 Minutes of Regular Board Meeting March 27, 2014

WHEREAS, the Policy Statement contains monitoring procedures for the Pension Committee to utilize in its review of the performance of each investment manager; and

WHEREAS, at the Pension Committee meeting that was held on February 27, 2014, SEPTA's pension consultant, PFM Advisors, reviewed with the Pension Committee the performance results and other pertinent portfolio management information regarding Cubic Asset Management; and

WHEREAS, based on this review and discussion, PFM Advisors recommended and the Pension Commit tee agreed to terminate the investment management agreement with Cubic Asset Management for its small-cap growth domestic equity product.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes the proper officers of SEPTA to ( i) terminate the investment management agreement with Cubic Asset Management; (ii) take such action necessary to transfer the assets currently being managed by Cubic Asset Management to fund other investments as approved by the Pension Committee; and (iii) to do any and all other things that will be necessary in order to effectuate this Resolution."

II.A. AUTHORIZATION TO EXECUTE CONSULTANT AMENDMENTS

"WHEREAS, additional work is required to complete the projects identified below; and

WHEREAS, staff reviewed the additional work and the General Manager recommended that the Board authorize SEPTA to enter into the amendments for the additional work.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to award and the General Manager or his designee to execute the consultant amendments identified below in form approved by the Office of General Counsel, subject to the concurrence of the funding agencies, if required, and to any applicable Disadvantaged Business Enterprise requirements:

1. To Gannett Fleming, Inc., for Amendment No. 5, which provides for additional design work, repackaging of contract documents and construction-related services for the Bucks County Intermodal Improvements Project - Levittown, along with a 285 day no-cost time extension, thereby establishing a new contract completion date of October 13, 2014, at an increase in cost not to exceed $679,710, bringing the total contract price, including all amendments to date, to an amount not to exceed $3,679,548. 2. To URS Corporation, for Amendment No. 6, which provides additional construction-related services (via transfer from Phase A to Phase B) and various credits for the SEPTA - Elwyn to Wawa Service Restoration Project, for a net no increase in cost, with

4 Minutes of Regular Board Meeting March 27, 2014 the total contract price, including all amendments to date, remaining at an amount not to exceed $10,023,985."

III.A.1. LEASE BY SEPTA TO THE CITY OF PHILADELPHIA OF PARTS OF THE lSTH FLOOR, 18TH FLOOR AND REAR PLAZA OF 1234 MARKET STREET

"WHEREAS, in 1994 SEPTA and the City of Philadelphia ("City") entered into an agreement whereby the City leased a total of 42,532 rentable square feet of space in the 1234 Market Street headquarters building, consisting of part of the 15th Floor (33,503 square feet), 18th Floor (8,329 square feet) and rear plaza (700 square feet) (collectively, the "Demised Premises"); and

WHEREAS, the City has continuously leased the Demised Premises under successive agreements with SEPTA, with the latest one expiring on October 30, 2014; and

WHEREAS, the City has expressed to SEPTA an interest in continuing to occupy the Demised Premises for offices, which upon negotiation has resulted in a proposed new lease agreement; and

WHEREAS, the base term of the proposed new lease is ten years commencing July 1, 2014, with one 5-year renewal option; and

WHEREAS, the annual base rental for the Demised Premises will be $829,374 ($19.50 per square foot), with annual increases of $21,266 ($.50 per square foot) thereafter effective the second year, and rentals during the 5-year option to be determined via a fair market rental value appraisal process; and

WHEREAS, the City shall also be responsible for a share of building operating expenses over the 2014 base year; and

WHEREAS, the City will receive an allowance of $425, 320 ($10.00 per square foot) for improvements to the Demised Premises, with any unexpended balance being applied as a rent credit; and

WHEREAS, the City will also receive a like allowance of $425, 320 towards SEPTA' s costs for building upgrades, including the heating, ventilation and air conditioning systems, as well as be responsible for any costs in excess of the allowance based on the City's per square foot share of the excess costs; and

WHEREAS, SEPTA's broker-management contract with U.S. Equities requires that the proposed lease will call for 3% commission payment totaling $277, 521, since the transaction has been developed solely by them without any other broker; and

5 Minutes of Regular Board Meeting March 27, 2014

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to lease to the City the Demised Premises in 1234 Market Street under the terms that are set forth within the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation to the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to lease to the City of Philadelphia the Demised Premises under the terms that are set forth within the pertinent staff summary.

FURTHER RESOLVED, that the Board hereby authorizes the General Manager or his designee to execute all documents, in form approved by the Office of General Counsel, and to do any and all other things as shall be necessary and proper in order to effectuate the purpose of this Resolution."

III.A.2. AUTHORIZATION TO COMPLETE REAL ESTATE TRANSACTIONS ASSOCIATED WITH COMPLETION OF THE DARBY TRANSPORTATION CENTER PROJECT

"WHEREAS, SEPTA owns a parcel that is located at 918 Main Street, Darby, Pennsylvania, on which is situated the Darby Bus Loop ("Darby Loop"), a terminal for four bus routes; and

WHEREAS, prior to 1985 buses entered Darby Loop at Main Street and exited by crossing Darby Creek over a Warren Pony Truss Bridge; and

WHEREAS, in 1985 SEPTA closed the bridge to motor vehicle traffic due to its deteriorated condition and since then buses enter and exit Darby Loop at Main Street; and

WHEREAS, about 15 years ago SEPTA, the Redevelopment Authority of the County of Delaware ("Redevelopment Authority"), the Borough of Darby ("Borough") and the William Penn School District ( "WPSD") developed a plan by which ( i) SEPTA would redesign Darby Loop so that buses would enter at Main Street and exit by a new driveway that would connect Darby Loop and MacDade Boulevard, (ii) the Borough would obtain land for flood control and (iii) the School District would create a parking lot for some of its school buses; and WHEREAS, on October 26, 2000 the Board authorized SEPTA to enter into an agreement with the Redevelopment Authority, Borough and WPSD as to the proposed improvements to Darby Loop, which never came to fruition; and WHEREAS, on April 23, 2009 the Board authorized SEPTA to enter into a four-party agreement ("Agreement") with the Redevelopment Authority, the Borough and the WPSD to enable

6 Minutes of Regular Board Meeting March 27, 2014

SEPTA's construction of a Darby Transportation Center ("OTC") in replacement of the Darby Loop; and

WHEREAS, the Agreement called for the nominal transfer of ownership of parts of certain neighboring parcels owned by each of the parties, which would enable reconfiguration of the parcels to accommodate the OTC Project as well as create improvements thereon; and

WHEREAS, the said authorizing 2009 Board resolution also required the completion of related transactions, including the transfers of ownership of the pertinent parcels, by April 22, 2012; and

WHEREAS, the DTC began operations on April 30, 2010, and the neighboring properties were improved and utilized in spite of the absence of completed real estate transactions; and

WHEREAS, on February 23, 2012 the Board authorized an extension of time for SEPTA to complete the real estate transactions (adopted via the April 23, 2009 resolution) to April 30, 2014; and

WHEREAS, favorable discussions continue between the parties, while a recent SEPTA-contracted review of the property surveys are still underway, which is anticipated to eventually result in finalizing the real estate transactions by the recording of 14 property deeds; and

WHEREAS, staff requested that the General Manager recommend that the Board once again authorize SEPTA to complete the necessary real estate transactions, but absent a time requirement, thereby facilitating a successful closure of the DTC Project; and

WHEREAS, the General Manager made the recommendation to the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to complete the necessary real estate transactions in furtherance of the successful completion of the Darby Transportation Center Project, absent any time requirement, under the terms set forth in the pertinent staff summary.

FURTHER RESOLVED, that the Board hereby authorizes the General Manager or his designee to execute all documents, in form approved by the Office of General Counsel, and to do any and all other things as shall be deemed necessary and proper in order to effectuate the purpose of this Resolution.

7 Minutes of Regular Board Meeting March 27, 2014

FURTHER RESOLVED, that the Board hereby nullifies the resolution that the Board adopted on February 23, 2012 with respect to finalizing the real estate transactions by April 30, 2014."

III.A.3. LEASE BY SEPTA TO RODIN MARKET PARTNERS L.P. OF APPROXIMATELY 46,000 SQUARE FEET OF PROPERTY LOCATED ON THE CITY BRANCH RIGHT-OF-WAY

"WHEREAS, the City Branch is a subterranean railroad right­ of-way, much of which SEPTA acquired from Conrail in 1995; and

WHEREAS, before SEPTA acquired the right-of-way, Rodin Market Partners L. P. ("Rodin") built a commercial development partially within the air rights over that part of the City Branch that is located between 20th and 21st Streets; and

WHEREAS, at that time Rodin also constructed a parking lot and a motor vehicle ramp on adjacent City Branch property pursuant to an agreement with the Philadelphia Authority for Industrial Development; and

WHEREAS, on January 24, 2008 the Board authorized SEPTA to enter into a lease agreement ("2008 Agreement") with Rodin for approximately 23,000 square feet of the City Branch right-of-way located between 19th and 20th Streets for a period of ten years, for Rodin's development of additional parking; and

WHEREAS, the said lease was transacted without the necessity of the bidding process as a sole source procurement, because the only access to the premises is a ramp which is owned and controlled by Rodin, the situation of which remains unchanged to date; and

WHEREAS, Rodin now requires some 23,000 square feet of property on the City Branch right-of-way between 18th and 19th Streets for additional parking to serve Rodin's expanded development of street level property; and

WHEREAS, Rodin has proposed to enter into a new lease agreement with SEPTA which would include the original property leased under the 2008 Agreement between 19th and 20th Streets, plus the additional 23, 000 square foot parcel between 18th and 19th Streets, resulting in a combined leasehold of approximately 46,000 square feet (collectively, "Demised Premises"), for a base term of ten years commencing April 1, 2014, along with two consecutive 5-year renewal options; and

WHEREAS, the base annual rental for the Demised Premises will be $41,280 during the first year, and will increase annually thereafter at the rate of 3%; and

8 Minutes of Regular Board Meeting March 27, 2014

WHEREAS, the proposed new lease agreement will cancel the 2008 Agreement and be substituted in its place and stead; and

WHEREAS, under the new lease agreement, Rodin will continue to be responsible for all improvements, on-going maintenance and security of the Demised Premises; and

WHEREAS, SEPTA reserves the right to recapture the Demised Premises for any transportation purpose; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into a new lease agreement with Rodin for the Demised Premises, under the terms set forth in the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to lease to Rodin Partners L. P. the Demised Premises under the terms set forth above and within the pertinent staff summary.

FURTHER RESOLVED, that the Board hereby authorizes the General Manager to execute all documents, in form approved by the office of General Counsel, and to do any and all other things as shall be deemed necessary and proper in order to effectuate the purpose of this Resolution."

III.A.4. AUTHORIZATION OF NOMINAL PERPETUAL RECIPROCAL STORMWATER EASEMENT BETWEEN SEPTA AND ENRICO PARTNERS, L. P. IN PROPERTIES THAT ARE SITUATED IN THE TOWNSHIP OF RADNOR, DELAWARE COUNTY

"WHEREAS, due to the limited clearance between SEPTA's Norristown High Speed Line (NHSL) right-of-way and Lancaster Avenue (US Route 30) in Radnor, Delaware County, SEPTA vehicles have been traversing the adjacent property owned by Enrico Partners, L. P. ("Enrico") for several years to gain safe access thereto without objection; and

WHEREAS, Enrico expressed a desire to use a sloped area along the periphery of SEPTA's NHSL right-of-way for its development of approximately 20 parking spaces to serve Enrico's office/retail complex; and

WHEREAS, on October 24, 2013 the Board authorized SEPTA to enter into a perpetual nominal non-exclusive access driveway and parking easement with Enrico to enable SEPTA' s use of Enrico's property for access between the NHSL right-of-way and Lancaster Avenue, in return for Enrico's development of parking spaces on the periphery thereof; and

WHEREAS, the foregoing easement agreement also established reciprocal rights between SEPTA and Enrico to use existing

9 Minutes of Regular Board Meeting March 27, 2014 integrated stormwater facilities, but did not address the addition of new facilities; and

WHEREAS, subsequent site review has determined that construction of additional facilities would best protect SEPTA's NHSL right-of-way asset; and

WHEREAS, based upon the foregoing, staff has proposed that a nominal, perpetual, non-exclusive easement be developed which would require Enrico to construct and ultimately replace new integrated stormwater facilities on the respective properties, including new inlets on each property; and

WHEREAS, under the proposed easement Enrico will be responsible for maintaining the new inlet on Enrico's property, while SEPTA will be responsible for maintaining the new inlet and the existing main stormwater pipe and culvert located on SEPTA'S property; and

WHEREAS, while perpetual, SEPTA may terminate the proposed easement and recapture the premises upon one year's prior notice if the property is required for any transportation purpose; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into an agreement for proposed perpetual reciprocal stormwater easement with Enrico as set forth above and more fully described in the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation to the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to enter into the proposed easement agreement with Enrico Partners, L.P., which will ensure the physical integrity of the NHSL right-of-way, as more fully described in the pertinent staff summary.

FURTHER RESOLVED, that the Board hereby authorizes the General Manager or his designee to execute all documents, in form approved by the Off ice of General Counsel, and to do any and all other things as shall be deemed necessary and proper in order to effectuate the purpose of this Resolution."

III.B. AUTHORIZATION TO AWARD CONTRACTS FOR VARIOUS PROCUREMENTS

"WHEREAS, SEPTA advertised and invited bids for the supplies identified below; and

WHEREAS, the firms listed below were the lowest responsive and responsible bidders to the invitation for bids; and

10 Minutes of Regular Board Meeting March 27, 2014

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to award the contracts identified below; and

WHEREAS, the General Manager made the recommendation to the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to award and for the General Manager or his designee to execute the contracts identified below in form approved by the Office of General Counsel, subject to and contingent upon the concurrence of the funding agencies, if required, and contingent upon and subject to the vendors satisfactorily meeting all requirements of the bid terms and specifications, including full compliance with any applicable Disadvantaged Business Enterprise requirements:

1. To UTCRAS, for the purchase of 600 steel wheels to be used in the maintenance of the Silverliner V car fleet, at a unit price of $3,715, with delivery of material scheduled over a period of three years commencing in June 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $2, 22 9, 000, Sealed Bid No. 14-04 9-CMC Steel Wheels for Silverliner V Cars.

2. To USA General Contractors Corporation, to provide all labor, materials, tools, equipment, insurance and general contractor services for the SEPTA Fern Rock Carhouse Roof Replacement Project, to be performed over a period of 300 calendar days commencing upon issuance of Notice-to-Proceed, as described in the staff summary on this subject, for a total contract amount not to exceed $2,154,830, Sealed Bid No. 13-129- DMH - Fern Rock Carhouse Roof Replacement Project.

3. To Craft Oil Corporation, for the purchase of an estimated 166,700 gallons of bulk anti-freeze to be used in the general maintenance of the SEPTA's bus fleets, at a unit price of $4.51 per gallon, with material to be delivered on an "as required" basis over a period of 24 months commencing in April 2014, and with authorization to SEPTA staff to extend the contract for a six (6) month period at no increase in cost, as described in the staff summary on this subject, for a total contract amount not to exceed $751, 817, subject to permissible escalation/de-escalation, Sealed Bid No. 13-161-JJV - Bulk Diesel Anti-Freeze Coolant."

III.C. AWARD OF VARIOUS CONTRACTS FOR SOLE SOURCE PROCUREMENTS

"WHEREAS, SEPTA has need for the supplies and services described below and those supplies and services are available only from the firms listed below; and

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WHEREAS, staff reviewed the cost of the supplies and services and the General Manager recommended that the Board authorize SEPTA to award the contracts.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to award and the General Manager or his designee to execute the contracts identified below, all in form approved by the Office of General Counsel, subject to the concurrence of the funding agencies, if required, and contingent upon and subject to each vendor I contractor satisfactorily providing any required bonds, insurance certificates and/or other documents, and complying with any applicable Disadvantaged Business Enterprise requirements:

1. To AnsaldoSTS USA, Inc. , for the purchase of various spare parts to be used on SEPTA' s signaling equipment, with delivery of materials on an "as required" basis over a period of three years commencing in April 2014, and with authorization to SEPTA staff to extend the contract for a six (6) month period at no increase in cost, as described in the staff summary on this subject, for a total contract amount not to exceed $235,500.

2. To James J. Anderson Construction Company, Inc., for the payment of third party labor to reset an estimated 75 SEPTA manhole castings in conj unction with the City of Philadelphia Street resurfacing, with work to be performed on an "as required" basis over a period of two years scheduled to commence on April 1, 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $86,638."

III.D. AUTHORIZATION TO EXECUTE A CHANGE ORDER

"WHEREAS, additional work is required to complete the projects identified below; and

WHEREAS, staff reviewed the cost of the additional work and the General Manager recommended that the Board authorize SEPTA to order the additional work.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to award and the General Manager or his designee to execute the change order identified below in form approved by the Office of General Counsel, subject to the concurrence of the funding agencies, if required, and to any applicable Disadvantaged Business Enterprise requirements: 1. To AssetWorks, Inc., for Change Order No. 1, which provides for accounting enhancement for the FleetFocus (MS) Upgrade and Linear Focus/FA Suite (AAMS) software products used on SEPTA's Vehicle Maintenance Information System (VMIS), at an increase in cost not to exceed $66,780, bringing the total contract price, including this change order, to an amount not to exceed $2,858,568."

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Report of General Manager

Mr. Casey said one of the core responsibilities of every SEPTA employee, especially those who interact with riders on a daily basis, was to provide excellent customer service, which extend beyond being cordial and friendly and offering information and assistance when needed. He said that SEPTA employees are also trained and prepared to deal with a range of difficult situations from equipment issues to medical emergencies to ensure that the customers were safe and stay safe.

Mr. Casey said that he was pleased to introduce two groups of SEPTA heroes who remained level headed and focused in the face of an emergency situation under vastly different circumstances.

Mr. Casey reported that the first event took place earlier this month on a Paoli Thorndale Line train filled with riders heading to the Flower Show. He said that a husband and wife planned a trip from Thorndale to the Convention Center, and they were running late, so the gentleman customer sprinted from the parking lot to the train. Mr. Casey said that initially the husband thought he had just exerted himself a bit too much, but by the time the train approached Malvern, the man knew he was facing a medical emergency. Mr. Casey reported that once the train crew was alerted to the situation they took immediate action, and stayed with the customer, radioed the Control Center for an emergency medical team and ambulance to meet the train at the Bryn Mawr Station. He said the crew made an announcement for customers to remain seated until the ambulance squad could aid the customer in need of assistance. He said that it turned out that the customer was experiencing a heart attack, but thanks to the quick thinking and actions of Train Engineer Kevin Davis, Conductor Nichelle Miles, and Assistant Conductor Denise Calloway, the customer was now home and on the mend.

Mr. Casey said that on behalf of our grateful rider, and with added thanks and appreciation from the SEPTA team, he asked everyone to join him in recognizing Kevin, Nichelle, and Denise for their lifesaving actions.

Mr. Casey then reported on the second event and said that not only did it involve SEPTA employee heroes, but three outstanding SEPTA customers who demonstrated great courage and bravery in the face of a very challenging situation. He said that an incident recently took place on a Broad Street Line train with a troubled male rider, where the situation began when this indi victual attempted to take an infant from its mother. Mr. Casey said that Mrs. Tameka Bates came to the rescue of the young mother, stepping between them and the man, and maintained that protective presence until she could safely see them off the train. He said that the SEPTA Transit Police were alerted to what was happening and Transit Police Officer Ronald Jones was waiting at the Fairmount Station when the train arrived. Mr.

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Casey said that those of you who have viewed the video know that a very physical struggle took place and this was where our other two Outstanding Citizens enter the story, Mr. Riley Ross, III and Mr. Kenneth Glover. He said these two gentlemen came to the aid of Officer Jones in his attempt to subdue this individual.

Mr. Casey said that similar to the other scenario, our employees, Transit Police Officer Jones, Special Operations Response Team Donald Noz and Andrew Lachowicz took quick and decisive action based on their professional training and experience. He said that we always hope that our off ice rs will not be put into harm's way but we know they are trained and prepared to confront these situations. He noted that without the selfless actions of our three amazing Citizen Heroes there might have been a very different ending to this episode. He commented that he was grateful that they came to the aid of the customer and Transit Officer and we recognize each of you for bravery and great concern for the well-being of others.

Mr. Casey said that he would like to ask Chief Nestel to step forward to present these special certificates to Mrs. Bates, Mr. Ross, and Mr. Glover and he asked everyone to please join him in a heartfelt round of applause to honor them.

Mr. Deon thanked the three citizens, on behalf of the Board, for their bravery. He commented how SEPTA was a great system, which he said begins with Joe Casey and Jeff Knueppel, and continues to all employees throughout the Authority Adjournment

There being no further business to come before the Board at this Regular Meeting, it was moved by Mr. Lawrence seconded by Mr. Johnson, and unanimously adopted that the meeting be adjourned at 3:16 PM.

A transcript of this meeting was made by an official court reporter and is made a part of the original Minutes.

Carol R. Looby Secretary

14 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY

FINANCIAL REPORT

FEBRUARY 2014

For Period Ended February 22, 2014

March 7, 2014

~ @ H b:I H 1-3

~ FINANCIAL REPORT - FEBRUARY 2014

COMMENTARY

Summary of Financial Results and Commentary

GROUP- 1 CONSOLIDATED OPERATIONS

(1.1) Consolidating Statement of Income - (YTD) (1.2) Consolidating Statement of Revenue and Expense - (YTD) (1.3) Consolidating Statement of Income - (One Month) (1.4) Consolidating Statement of Revenue and Expense - (One Month)

GROUP- 2 CITY TRANSIT DIVISION

(2.1) Comparative Statement of Income (2.2) Detail Income Statement - (One Month) (2.3) Detail Income Statement - (YTD)

GROUP- 3 VICTORY DIVISION

(3.1) Comparative Statement of Income (3.2) Detail Income Statement - (One Month) (3.3) Detail Income Statement - (YTD)

GROUP- 4 FRONTIER DIVISION

(4.1) Comparative Statement of Income (4.2) Detail Income Statement - (One Month) (4.3) Detail Income Statement - (YTD)

GROUP- 5 REGIONAL RAIL DIVISION

(5.1) Comparative Statement of Income (5.2) Detail Income Statement - (One Month) (5.3) Detail Income Statement - (YTD) FINANCIAL REPORT - FEBRUARY 2014

COMMENTARY

Summary of Financial Results and Commentary ...

SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FEBRUARY AND YEAR-TO-DATE RESULTS OF OPERATIONS

SUMMARY The following is a summary of Divisional operating results (i.e. deficit before operating subsidies) and consolidated results after subsidies for February 2014 and the eight-month period then ended. The results are compared to the Fiscal Year 2014 budget and to the prior year results in the accompanying financial statements. (IN THOUSANDS) DIVISION MONTH OF FEBRUARY EIGHT MONTHS ENDED FEBRUARY 2014 2013 2014 2013

City Transit $ (41,188) $ (40,716) $ (339,469) $ (352,284) Victory (5,587) (5,006) (45,349) (44,872) Frontier (2,349) (2,073) (17,504) (17,004) Regional Rail (10,946) (12,534) (92,299) (95,961) Total Deficit Before Subsidies (60,070) (60,329) (494,621) (510,121) Operating Subsidies 57,122 60,802 489,694 509,306 Surplus/(Deficit) After Subsidies (2,948) 473 (4,927) (815) Unrealized Investment Gain/(Loss) (490) Surplus/(Deficit) After Investment $ (2,948) $ 473 $ (5,417) $ (815) Gain/Loss

The deficit after subsidies for the month of February was $2.9 million and the cumulative deficit for the eight months was $4.9 million. Passenger revenue for the month was $777 thousand (or 2.0%) worse than budget. Passenger revenue for the eight months of Fiscal 2014 was $3.8 million (or 1.2%) worse than budget. Shared Ride Program revenue was $205 thousand worse than budget for the month of February and was $28 thousand (or 0.2%) better than budget for February year-to-date. Operating expenses for the month of February were $2.6 million better than budget. For the eight­ month period, operating expenses were $4.8 million (or 0.6%) better than budget.

- 1 - SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FEBRUARY AND YEAR-TO-DATE RESULTS OF OPERATIONS

DIVISIONAL COMMENTARY ON FEBRUARY AND YEAR-TO-DATE RESULTS

CITY TRANSIT DIVISION The Division's operations for February 2014 resulted in a deficit before subsidies of $41.2 million for the month and a year-to-date deficit before subsidies of $339.5 million, which is 1.2% worse than budget. Passenger revenue for the month of February was $1.0 million (or 4.3%) worse than budget. For the eight months of Fiscal 2014 total passenger revenue was $7.7 million (or 4.0%) worse than budget. Shared Ride Program revenue for February year-to-date was $28 thousand (or 0.2%) better than budget. Operating expenses for the eight-month period were better than budget. For the first eight months of the fiscal year, the operating deficit after subsidies was $3.5 million.

VICTORY DIVISION The Division's operations for February 2014 resulted in a deficit before subsidies of $5.6 million bringing the cumulative deficit before subsidies for the eight months of the fiscal year to $45.3 million, which is 4.8% worse than budget. Passenger revenue for February was $87 thousand (or 4.8%) worse than budget and for the eight months of Fiscal 2014 was $208 thousand (or 1.4%) worse than budget. Operating expenses for the eight-month period were worse than budget. For the first eight months of the fiscal year, the operating deficit after subsidies was $502 thousand.

- 2 - SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FEBRUARY AND YEAR-TO-DATE RESULTS OF OPERATIONS

FRONTIER DIVISION Operations for the month of February 2014 resulted in a deficit before subsidies of $2.3 million bringing the cumulative deficit before subsidies for the eight months of the fiscal year to $17.5 million, which is 0.7% better than budget. Passenger revenue for February was $13 thousand (or 2.7%) worse than budget and for the eight months of Fiscal 2014 was $95 thousand (or 2.4%) better than budget. Operating expenses for the eight-month period were better than budget. For the first eight months of the fiscal year, the operating deficit after subsidies was $190 thousand.

REGIONAL RAIL DIVISION Operations for the month of February 2014 resulted in a deficit before subsidies of $10.9 million bringing the cumulative deficit before subsidies for the eight-month period to $92.3 million, which is 5.3% better than budget.· February passenger revenue was $365 thousand (or 3.2%) better than budget and year-to-date passenger revenue was $4.0 million (or 4.3%) better than budget. Operating expenses for the eight-month period were better than budget. For the first eight months of the fiscal year, the operating deficit after subsidies was $686 thousand.

- 3 - FINANCIAL REPORT - FEBRUARY 2014

GROUP 1 - CONSOLIDATED OPERATIONS

(1.1) Consolidating Statement of Income - (YTD) (1.2) Consolidating Statement of Revenue and Expense - (YTD) (1.3) Consolidating Statement of Income - (One Month) (1.4) Consolidating Statement of Revenue and Expense - (One Month) ..

SOUTHEASTERNPENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENTOF INCOME EIGHT MONTHS ENDED FEBRUARY22, 2014

(THOUSANDS)

CITY REGIONAL BUDGET VARIANCE TRANSIT VICTORY FRONTIER RAIL TOTAL BUDGET DIVISION DIVISION DIVISION DIVISION SEPTA AMOUNT AMOUNT PERCENT

OPERATING REVENUES

Passenger Revenue s 186,527 s 14,633 s 4,136 s 97,087 s 302,383 s 306, l 79 s (3,796) (1.24) Other Operating Revenue 11,946 1.431 411 8,176 21,964 23,669 (1,705) (7.20)

Sub-Total· Operating Revenue 198.473 16,064 4,547 105,263 324,347 329,848 (5,501) (1.67) Shared Ride Program __ 11,786 . . . 11,786 11,758 28 0.24

TOTAL REVENUEAVAILABLE FOR OPERATIONS 210,259 16,064 4,547 105,263 336, 133 341,606 (5,473) (1.60)

OPERATING EXPENSES 549,728 61.413 22,051 197,562 830,754 835,566 4,812 0.58

DEFICIT BEFORESUBSIDIES (339.469) (45,349) (17,504) (92,299) (494,621) (493,960) (661) (0.13)

OPERATING SUBSIDIES 335,920 44.847 17,314 91,613 489,694 493,960 (4.266) (0.86)

DEFICIT AFTERSUBSIDIES s (3,549) s (502) s (190) s (686) s (4. 927) s s (4,927) Unrealized Investment Gain/(Loss) (138) (14) (5) (333) (490) . (490) DEFICIT AFTERINVESTMENT LOSS s (3,687) s (516) s (195) s (1,019) s (5.417) s s (5.417)

Page 1.1 3/7/14 SOUTHEASTERNPENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENTOF REVENUESAND EXPENSES EIGHT MONTHS ENDED FEBRUARY22, 2014

(THOUSANDS)

CITY TRANSIT VICTORY FRONTIER REGIONAL RAIL DIVISION DIVISION DIVISION DIVISION TOTAL SEPTA

OPERATING REVENUES BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET - ACTUAL Passenger Revenue s 194,205 s 186,527 s 14,841 s 14,633 s 4,041 s 4,136 s 93,092 s 97,087 s 306,179 s 302,383 Shared Ride Program 11,758 11,786 . . . . 11.758 11.786 Investment Income 279 589 12 20 4 6 371 300 666 915 Other Income 11,508 11,357 1,291 1.411 430 405 9,774 7,876 23,003 21,049

TOTAL OPERATING REVENUE 217,750 210,259 16,144 16,064 4.475 4,547 103,237 105,263 341,606 336, 133

OPERATING EXPENSES

Labor, including Paid Absences 246, 961 244,517 26,038 27,981 10,994 10,718 75,721 78,849 359,714 362,065 Fringe Benefits 157,990 152,339 15,629 15,355 5,332 5,460 44,919 43,405 223,870 216,559 Material & Services 82,014 85,908 10,894 11,077 2.457 2,564 56.438 54,962 151,803 154,511 Injuries & Damages 22,024 22,024 2,206 2,206 845 845 3,182 3,182 28,257 28,257 Propulsion Power 10.420 11, 911 962 1, 118 . . 12,819 12,905 24,201 25,934 Fixed Rent 1,368 1,309 78 71 29 26 389 392 1,864 1,798 Fuel 24, 178 23.459 3.492 3,478 2,404 2.405 466 390 30,540 29,732 Depreciation 8,345 8,261 130 127 35 33 6,807 3.477 15,317 11,898

TOTAL OPERATING EXPENSES 553,300 549,728 59,429 61,413 22,096 22,051 200,741 197,562 835,566 830,754

DEFICIT BEFORESUBSIDIES (335,550) (339.469) (43,285) (45,349) (17,621) (17,504) (97,504) (92,299) (493,960) (494,621}

OPERATING SUBSIDIES

Federal 17,096 17, 930 2,337 2,536 931 958 3,337 3.468 23,701 24,892 State 259,886 259,512 35,532 36,717 14, 155 13,866 50,724 50,202 360,297 360,297 Local 38,983 38,927 5,330 5,508 2,123 2,080 7,609 7,530 54,045 54,045 Lease Cost/Debt Service 18,686 18,686 86 86 24 24 35,216 29,813 54,012 48,609 Other-Route Guarantees 899 865 . 388 386 618 600 1,905 1,851

TOTAL SUBSIDIES 335,550 335,920 43,285 44,847 17,621 17,314 97,504 91,613 493,960 489,694

DEFICIT AFTERSUBSIDIES s . s [3,549) s . s [502) s . s (190) s . s (686) s . s [4. 927) Unrealized Investment Galn/(Loss) . (138) . (14) . [5) . [333) . (490) DEFICIT AFTERINVESTMENT LOSS s . s [3.687} s . s [516) s . s [195} s . s p,019) s s (5,417}

Page 1.2 3/7/14 SOUTHEASTERNPENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENTOF INCOME ONE MONTH ENDED FEBRUARY22, 2014

(THOUSANDS)

CITY REGIONAL BUDGET VARIANCE TRANSIT VICTORY FRONTIER RAIL TOTAL BUDGET DIVISION DIVISION DIVISION DIVISION SEPTA AMOUNT AMOUNT PERCENT

OPERATING REVENUES

Passenger Revenue s 23,337 s 1.719 s 469 s 11,927 s 37.452 s 38,229 s (777) (2.03) Other Operating Revenue 1,328 152 47 967 2.494 2,870 (376) (13.10)

Sub-Total· Operating Revenue 24,665 1,871 516 12,894 39,946 41,099 (1,153) (2.81) Shared Ride Program 1,211 . . . 1,211 1,416 (205) (14.48)

TOTAL REVENUEAVAILABLE FOR OPERATIONS 25,876 1,871 516 12,894 41, 157 42,515 (1,358) (3.19)

OPERATING EXPENSES 67,064 7.458 2,865 23,840 101,227 103,855 2,628 2.53

DEFICIT BEFORESUBSIDIES (41,188) (5,587) (2,349) (10,946) (60,070) (61,340) 1,270 2.07

OPERATING SUBSIDIES _39,08_1_ 5,289 2,235 10,517 57,122 61,340 (4,218) (6.88)

DEFICIT AFTERSUBSIDIES s {2.107) s (298) s (114) s (429) s (2,948) s . s (2, 948) Unrealized Investment Gain/( Loss) DEFICIT AFTERINVESTMENT LOSS s (2.107) s (298) s (114) s (429) s (2,948) s . s (2,948)

Page 1.3 3/7/14 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENT OF REVENUES AND EXPENSES ONE MONTH ENDED FEBRUARY 22, 2014

(THOUSANDS)

CITY TRANSIT VICTORY FRONTIER REGIONAL RAIL DIVISION DIVISION DIVISION DIVISION TOTAL SEPTA

OPERATING REVENUES BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL

Passenger Revenue $ 24,379 $ 23,337 $ 1,806 1,719 482 $ 469 $ 11,562 $ 11,927 $ 38,229 $ 37.452 Shored Ride Program 1.416 1,211 - - -- - 1.416 1,211 Investment Income 35 62 1 3 1 1 46 26 83 92 Other Income 1,368 1,266 144 149 53 46 1,222 941 2,787 __ 2_.402

TOTAL OPERATING REVENUE 27,198 25,876 1,951 1,871 536 516 12,830 ___!b894 42,515 41.157

OPERATING EXPENSES

Labor, including Paid Absences 29,142 29,046 3,095 3.454 1,312 1,330 8,884 10,243 42.433 44,073 Fringe Benefits 20,147 18,235 1,928 1,722 642 771 5,183 5,043 27,900 25,771 Material & Services 11.427 10,532 1.439 1,350 334 367 8,092 8,638 21,292 20,887 Injuries & Damages 2,590 2,590 260 260 99 99 376 376 3,325 3,325 Propulsion Power 1,361 2,563 139 231 - - 1,628 1,780 3,128 4,574 Fixed Rent 176 146 10 9 4 3 48 56 238 214 Fuel 2,858 2,918 419 416 288 291 54 37 3,619 3,662 Depreciation 1,043 .. _ _Lll34 16 16 4 4 857 (2,333) 1,920 (1,279)

TOTAL OPERATING EXPENSES 68,744 67,064 7,306 7.458 2,683 2,865 25,122 23,840 103,855 101,227

DEFICIT BEFORE SUBSIDIES (41,546) (41,188) (5,355) (5,587) (2, 147) (2,349) (12,292) (10,946) (61,340) (60,070)

OPERATING SUBSIDIES

Federal 2,116 2,795 290 400 113 161 424 778 2,943 4,134 State 32, l 71 29.440 4,395 4,241 1,725 1,759 6.449 9,300 44,740 44,740 Local 4,826 4.416 659 637 258 264 968 1,394 6,711 6,711 Lease Cost/Debt Service 2,321 2,321 11 11 3 3 4,373 (1,030) 6,708 1,305 Other-Route Guarantees 112 109 - 48 48 78 75 238 232 TOTAL SUBSIDIES 41,546 39,081 5,355 5,289 2,147 2,235 12,292 10,517 - 61,340 57,122 DEFICIT AFTER SUBSIDIES $ - $ (2.107) $ - $ (298) $ - $ (114) $ - $ (429) $ . $ (2,948) Unrealized Investment Goln/(Loss) DEFICIT AFTER INVESTMENT LOSS $ $ (2.107) $ $ (298) $ . $ (114) $ . $ (429) $ $ (2. 948)

Page 1.4 3/7/14 FINANCIAL REPORT - FEBRUARY 2014

GROUP 2 - CITY TRANSIT DIVISION

(2.1) Comparative Statement of Income (2.2) Detail Income Statement - (One Month) (2.3) Detail Income Statement - (YTD) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CITY TRANSIT DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED FEBRUARY 22 2014

(THOUSANDS)

ONE MONTH ENDED FEBRUARY 22, 2014 EIGHT MONTHS ENDED FEBRUARY 22, 2014 THIS YEAR --- LAST YEAR THIS YEAR LAST YEAR ACTUAL ACTUAL ACTUAL ACTUAL BETTER/ BETTER/ BETTER/ BETTER/ BUDGET ACTUAL (WORSE) ACTUAL (WORSE) BUDGET ACTUAL (WORSE) ACTUAL (WORSE) AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% OPERATING REVENUES $ 24,379 $ 23,337 (4.27) $ 22,697 2.62 Passenger Revenue $ 194,205 $ 166,527 (3 95) $ 176,668 5.57 1,403 1,326 (5.35) 1,357 (2.14) Other Operating Revenue 11,767 11,946 1.35 12,201 (2.09) 25,762 24,665 (4.33) 24,054 2.54 Sub-Total - Operating Revenue 205,992 196,473 (3.65) 166,669 5.07

1,416 1,211 (14.46) 1,477 (16 01) Shared Ride Program 11,758 11,766 0.24 12,021 (1.95)

27,196 25,876 (4.66) 25,531 1.35 TOTAL REVENUE AVAILABLE FOR OPERATIONS 217,750 210,259 (3.44) 200,910 4 65

66,744 67,064 2.44 66,247 (1 23) OPERA TING EXPENSES 553,300 549,726 0.65 553, 194 0 63 (41,546) (41,166) 0.66 (40,716) (116) DEFICIT BEFORE SUBSIDIES (335,550) (339,469) (1.17) (352,264) 3.64

41,546 39,061 (5 93) 41,065 (4 83) OPERATING SUBSIDIES 335,550 335,920 0.11 351,686 (4.48)

(2,107) 349 SURPLUS/(DEFICIT) AFTER SUBSIDIES (3,549) (596)

Unrealized Investment Gain/(Loss) (138)

$ $ (2,107) $ 349 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (3,687) $ (596)

4,931 4,764 (3 39) 4,935 (3.47) TOTAL VEHICLE MILES 41,176 41,144 (0 OB) 40,633 1.26 432 366 (10.65) 439 (12.07) SHARED RIDE PROGRAM IN ABOVE 3,742 3,611 (3 50) 3,593 0 50

15,156 14,533 (4.11) 15,766 (7.95) REVENUE PASSENGER JOURNEYS 123,162 120,976 (1.77) 123,914 (2 37) 57 46 (15.79) 56 (17 24) SHARED RIDE PROGRAM IN ABOVE 476 483 1.47 464 (0.21)

Page 2.1 3/7/2014 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CITY TRANSIT DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED FEBRUARY 22, 2014

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER (WORSE) BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 22,697 $ 640 2.82 Passenger Revenue $ 24,379 $ 23,337 $ (1,042) (4.27) 29 33 Investment Income 35 62 27 77.14 ~ (62) (4.67) Other Income 1,368 1,266 (102) (7.46) 24,054 611 2.54 SUB-TOTAL 25,782 24,665 (1, 117) (4.33) ~ (266) (18.01) Shared Ride Program 1,416 1,211 (205) (14.48) 25,531 345 1.35 TOTAL REVENUE AVAILABLE FOR OPERATIONS 27, 198 25,876 (1,322) (4.86)

OPERATING EXPENSES 47,203 (78) (0.17) Labor & Fringe Benefits 49,289 47,281 2,008 4.07 11,257 725 6.44 Material & Services 11,427 10,532 895 7 83 2,537 (53) (2.09) Injuries & Damages 2,590 2,590 1,408 (1,155) (82.03) Propulsion Power 1,361 2,563 (1,202) (88.32) 210 64 30.48 Fixed Rent 176 146 30 1705 2,610 (308) (11.80) Fuel 2,858 2,918 (60) (2.10) ~ (12) (1.17) Depreciation 1,043 1,034 9 0.86 66,247 (817) (1.23) TOTAL OPERATING EXPENSES 68,744 67,064 1,680 2.44

(40,716) (472) (1.16) DEFICIT BEFORE SUBSIDIES (41,546) _(41,188) 358 0.86

OPERATING SUBSIDIES 2,010 785 39.05 Federal 2,116 2,795 679 32.09 31,937 (2,497) (7.82) State 32, 171 29,440 (2,731) (8.49) 4,790 (374) (7.81) Local 4,826 4,416 (410) (8.50) 2,195 126 5.74 Lease CosUDebt Service 2,321 2,321 133 (24) (18.05) Other - Route Guarantees 112 109 (3) (2.68) 41,065 (1,984) (4.83) TOTAL OPERATING SUBSIDIES 41,546 39,081 (2,465) (5.93)

349 (2,456) SURPLUS/(DEFICIT) AFTER SUBSIDIES (2, 107) (2,107) ----- Unrealized Investment Gain/(Loss) $ 349 $ (2,456) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (2,107) $ (2,107)

Page 2.2 3/7/2014 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CITY TRANSIT DIVISION DETAIL INCOME STATEMENT EIGHT MONTHS ENDED FEBRUARY 22. 2014

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER(WORSE)BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 176,688 $ 9,839 5.57 Passenger Revenue $ 194,205 $ 186,527 $ (7,678) (3.95) 458 131 28.60 Investment Income 279 589 310 11,743 (386) (3.29) Other Income 11,508 11,357 (151) (1.31) 188,889 9,584 5.07 SUB-TOTAL 205,992 198,473 (7,519) (3.65) 12,021 (235) (1.95) Shared Ride Program 11,758 11,786 28 0.24 200,910 9,349 4.65 TOTAL REVENUE AVAILABLE FOR OPERATIONS 217,750 210,259 (7,491) (3.44)

OPERATING EXPENSES 394,531 (2,325) (0.59) Labor & Fringe Benefits 404,951 396,856 8.095 2.00 85.628 (280) (0.33) Material & Services 82,014 85.908 (3,894) (4.75) 29,063 7,039 24.22 Injuries & Damages 22,024 22,024 10,349 {1,562) (15.09) Propulsion Power 10,420 11,911 (1,491) (14.31) 1,269 (40) (3.15) Fixed Rent 1,368 1,309 59 4.31 24,164 705 2.92 Fuel 24, 178 23,459 719 2.97 8,190 (71) (0.87) Depreciation 8,345 8,261 84 1.01 553, 194 3,466 0.63 TOTAL OPERATING EXPENSES 553,300 549,728 __ 3,572 0.65

(352,284) 12,815 3.64 DEFICIT BEFORE SUBSIDIES (335,550) (339,469) (3,919) (1.17)

OPERATING SUBSIDIES 17,231 699 4.06 Federal 17,096 17,930 834 4.88 273,846 (14,334) (5.23) State 259,886 259,512 (374) (0.14) 41,077 (2,150) (5.23) Local 38,983 38,927 (56) (0.14) 18,398 288 1.57 Lease Cost/Debt Service 18,686 18,686 1, 136 (271) (23.86) Other - Route Guarantees 899 865 (34) (3.78)

351,68~ (15,768) (4.48) TOTAL OPERATING SUBSIDIES 335,550 335,920 370 0.11

(596) (2,95~ SURPLUS/(DEFICIT) AFTER SUBSIDIES (3,549) (3,549)

(138) Unrealized Investment Gain/(Loss) (138) (138)

$ (596) $ (3,091) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (3,6a7J $ (3,687)

Page 2.3 3/7/2014 ~

FINANCIAL REPORT- FEBRUARY 2014

GROUP 3 - VICTORY DIVISION

(3.1) Comparative Statement of Income (3.2) Detail Income Statement - (One Month) (3.3) Detail Income Statement - (YTD) ,,

SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY VICTORY DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED FEBRUARY 22 2014

(THOUSANDS)

ONE MONTH ENDED FEBRUARY 22, 2014 EIGHT MONTHS ENDED FEBRUARY 22, 2014

THIS YEAR LAST YEAR THIS YEAR LAST YEAR

ACTUAL ACTUAL ACTUAL ACTUAL BETTER/ BETTER/ BETTER/ BETTER/ BUDGET ACTUAL (WORSE) ACTUAL (WORSE) BUDGET ACTUAL (WORSE) ACTUAL (WORSE) AMOUNT AMOUNT-- BUDGET% AMOUNT LAST YEAR% AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% OPERATING REVENUES $ 1,806 $ 1,719 (4 82) $ 1,735 (0.92) Passenger Revenue $ 14,841 $ 14,633 (1.40) $ 14,169 3.27 145 152 4.83 146 4.11 Other Operating Revenue 1,303 1,431 9.82 1,328 7.76 -- 16,144 16,064 (0.50) 15,497 3.66 1,951 1,871 (4.10) 1,881 (0.53) TOTAL REVENUE AVAILABLE FOR OPERATIONS

7,306 7,458 (2.08) 6,887 (8.29) OPERATING EXPENSES 59,429 61,413 (3.34) 60,369 (1.73) (5,355) (5,587) (4.33) (5,006) (11.61) DEFICIT BEFORE SUBSIDIES (43,285) (45,349) (4.77) (44,872) (1.06)

5,355 5,289 (1.23) 5,054 4.65 OPERATING SUBSIDIES 43,285 44,847 3.61 44,792 0 12

(298) 48 SURPLUS/(DEFICIT) AFTER SUBSIDIES (502) (80)

Unrealized Investment Gain/(Loss) (14) ------

$ $ (298) $ 48 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (516) $ (80)

874 832 (4.81) 882 (5 67) TOTAL VEHICLE MILES 7,356 7,311 (0.61) 7,190 1 68

1 097 1.013 (7.66) 1,109 (8.66) REVENUE PASSENGER JOURNEYS 9,109 8,868 (2.65) 9,127 (2 84)

Page 3.1 3/7/2014 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY VICTORY DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED FEBRUARY 22. 2014

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER !WORSE) BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 1,735 $ (16) (0.92) Passenger Revenue $ 1,806 $ 1,719 $ (87) (4.82) 2 1 50.00 Investment Income 1 3 2 144 5 3.47 Other Income 144 149 5 3.47 1,881 (10) (0.53) TOTAL REVENUE AVAILABLE FOR OPERATIONS 1,951 1,871 !80) (4.10)

OPERATING EXPENSES 4,989 (187) (3.75) Labor & Fringe Benefits 5,023 5,176 (153) (3.05) 1,120 (230) (20.54) Material & Services 1,439 1,350 89 6.18 231 (29) (12.55) Injuries & Damages 260 260 149 (82) (55.03) Propulsion Power 139 231 (92) (66.19) 8 (1) (12.50) Fixed Rent 10 9 1 10.00 375 (41) (10.93) Fuel 419 416 3 0.72 15 Pl (6.67) Depreciation 16 16 6,887 .@Zll (8.29) TOTAL OPERATING EXPENSES 7,306 7,458 p52) !2.08)

(5,006) (581) (11.61) DEFICIT BEFORE SUBSIDIES (5,355) (5,587) (232) (4.33)

OPERATING SUBSIDIES 261 139 53.26 Federal 290 400 110 37.93 4,158 83 2.00 State 4,395 4,241 (154) (3.50) 625 12 1.92 Local 659 637 (22) (3 34) 10 1 10.00 Lease Cost/Debt Service 11 11 Other - Route Guarantees 5,054 235 4.65 TOTAL OPERATING SUBSIDIES 5,355 5,289 ~ (1 23)

48 (346) SURPLUS/(DEFICIT) AFTER SUBSIDIES (298) (298) Unrealized Investment Gain/(Loss) ---- $ 48 $ (346) SURPLUS/( DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (298) $ (298)

Page 3.2 317/2014 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY VICTORY DIVISION DETAIL INCOME STATEMENT EIGHT MONTHS ENDED FEBRUARY 22, 2014

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER (WORSE) BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 14,169 $ 464 3.27 Passenger Revenue $ 14,841 $ 14,633 $ (208) (1.40) 21 (1) (4 76) Investment Income 12 20 8 66.67 _.Ll.Q2_ 104 7.96 Other Income 1,291 1,411 120 9.30 15,497 567 3.66 TOTAL REVENUE AVAILABLE FOR OPERATIONS 16, 144 16,064 (80) (0.50)

OPERATING EXPENSES 41,471 (1,865) (4.50) Labor & Fringe Benefits 41,667 43,336 (1,669) (4.01) 11,550 473 4.10 Material & Services 10,894 11,077 (183) (1.68) 2,714 508 18.72 Injuries & Damages 2,206 2,206 1,037 (81) (7.81) Propulsion Power 962 1.118 (156) (16.22) 62 (9) (14.52) Fixed Rent 78 71 7 8.97 3,415 (63) (1 84) Fuel 3,492 3,478 14 0.40 120 (7) (5.83) Depreciation 130 127 3 2.31 60,369 (1,044) UEl TOTAL OPERATING EXPENSES 59,429 61,413 (1,984) (3.34)

(44,872) (477) (1.06) DEFICIT BEFORE SUBSIDIES (43,285) (45,349) (2,064) (4.77)

OPERATING SUBSIDIES 2,319 217 9.36 Federal 2,337 2,536 199 8.52 36,865 (148) (0.40) State 35,532 36,717 1,185 3.34 5,530 (22) (0.40) Local 5,330 5,508 178 3.34 78 8 10.26 Lease Cost/Debt Service 86 86 Other - Route Guarantees 44 ,792 55 0.12 TOTAL OPERATING SUBSIDIES 43,285 44,847 1,562 3.61

(80) (422) SURPLUS/(DEFICIT) AFTER SUBSIDIES (502) (502)

(14) Unrealized Investment Gain/(Loss) (14) (14)

$ (80} $ (4361 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ ( 5j_fil_ $ (516}

Page 3.3 3/7/2014 FINANCIAL REPORT - FEBRUARY 2014

GROUP 4 - FRONTIER DIVISION

(4.1) Comparative Statement of Income (4.2) Detail Income Statement - (One Month) (4.3) Detail Income Statement - (YTD) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FRONTIER DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED FEBRUARY 22 2014

(THOUSANDS)

ONE MONTH ENDED FEBRUARY 22, 2014 EIGHT MONTHS ENDED FEBRUARY 22, 2014

THIS YEAR LAST YEAR THIS YEAR LAST YEAR

ACTUAL ACTUAL ACTUAL ACTUAL BETTER/ BETTER/ BETTER/ BETTER/ BUDGET ACTUAL (WORSE) ACTUAL (WORSE) BUDGET ACTUAL (WORSE) ACTUAL (WORSE) AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% OPERATING REYENUES $ 482 $ 469 (2.70) $ 453 3.53 Passenger Revenue $ 4,041 $ 4,136 2.35 $ 3,779 9.45 54 47 (12.96) 45 4.44 Other Operating Revenue 434 411 (5.30) 452 (9 07)

536 516 (3.73) 498 3.61 TOTAL REVENUE AVAILABLE FOR OPERATIONS 4,475 4,547 1.61 4,231 7.47

2,683 2,865 (6.78) 2,571 (11.44) OPERATING EXPENSES 22,096 22,051 0.20 21,235 (3.84) (2. 147) (2,349) (9.41) (2,073) (13.31) DEFICIT BEFORE SUBSIDIES (17,621) (17,504) 0.66 (17,004) (2.94)

2, 147 2,235 4.10 2,090 6.94 OPERATING SUBSIDIES 17,621 17,314 (1.74) 16,974 2 00

(1141. 17 SURPLUS/(DEFICIT) AFTER SUBSIDIES (190) (30)

Unrealized Investment Gain/(Loss) (5)

$ $ (114) $ 17 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (195) $ (30)

408 405 (0.74) 408 (0 74) TOTAL VEHICLE MILES 3,406 3,499 2.73 3,377 3.61

268 240 (10.45) 272 (11.76) REVENUE PASSENGER JOURNEYS 2,281 2, 157 (5.44) 2,339 (7.78)

Page 4.1 3/7/2014 ..

SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY .. FRONTIER DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED FEBRUARY 22, 2014

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER (WORSE) BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 453 $ 16 3.53 Passenger Revenue $ 482 $ 469 $ (13) (270) 1 Investment Income 1 1 45 1 2.22 Other Income 53 46 !7) (13.21) 498 18 3.61 TOTAL REVENUE AVAILABLE FOR OPERATIONS 536 516 (20) p.73)

OPERATING EXPENSES 1,949 (152) (7.80) Labor & Fringe Benefits 1,954 2,101 (147) (7.52) 243 (124) (51.03) Material & Services 334 367 (33) (9.88) 109 10 9.17 Injuries & Damages 99 99 3 Fixed Rent 4 3 1 25.00 263 (28) (10.65) Fuel 288 291 (3) (1.04) 4 Depreciation 4 4 2,571 (294) (1144) TOTAL OPERATING EXPENSES 2,683 2,865 (182) (6.78)

(2.073) (276) (1331) DEFICIT BEFORE SUBSIDIES (2,147) (2,349) (202) (941)

OPERATING SUBSIDIES 105 56 53.33 Federal 113 161 48 4248 1,663 96 5.77 State 1,725 1,759 34 1.97 250 14 5.60 Local 258 264 6 2.33 2 1 50.00 Lease Cost/Debt Service 3 3 70 (22) (3143) Other - Route Guarantees 48 48 2,090 145 6 94 TOTAL OPERATING SUBSIDIES 2,147 2,235 88 4.10

17 (131) SURPLUS/(DEFICIT) AFTER SUBSIDIES (114) (114) Unrealized Investment Gain/(Loss) ------$ 17 $ (131) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (114) $ (114)

Page 4.2 3/7/2014 _,

SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FRONTIER DIVISION DETAIL INCOME STATEMENT EIGHT MONTHS ENDED FEBRUARY 22. 2014

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER(WORSE)BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 3,779 $ 357 9.45 Passenger Revenue $ 4,041 $ 4,136 $ 95 2.35 6 Investment Income 4 6 2 50.00 446 (41) (9.19) Other Income 430 405 (25) (5.81) 4,231 316 7.47 TOTAL REVENUE AVAILABLE FOR OPERATIONS __ 4_,475 4,547 72 1.61

OPERATING EXPENSES 16,060 (118) (0.73) Labor & Fringe Benefits 16,326 16, 178 148 0.91 1,717 (847) (49.33) Material & Services 2,457 2,564 (107) (4.35) 930 85 9.14 Injuries & Damages 845 845 23 (3) (13.04) Fixed Rent 29 26 3 10.34 2,472 67 2.71 Fuel 2,404 2.405 (1) (0.04) 33 Depreciation 35 33 2 5.71 21,235 .@1§2_ (3.84) TOTAL OPERATING EXPENSES 22,096 22,051 45 0.20

(17,004) (500) (2.94) DEFICIT BEFORE SUBSIDIES (17,621) (17,504) 117 0.66

OPERATING SUBSIDIES 856 102 11.92 Federal 931 958 27 2.90 13,605 261 1.92 State 14,155 13,866 (289) (2.04) 2,041 39 1.91 Local 2,123 2,080 (43) (2 03) 22 2 9.09 Lease CosVDebt Service 24 24 450 (64) (14.22) Other - Route Guarantees 388 386 (2) (0.52) 16,974 340 2.00 TOTAL OPERATING SUBSIDIES 17,621 17,314 (307) (1.74)

(30) (160) SURPLUS/(DEFICIT) AFTER SUBSIDIES (190) (190)

.(22. Unrealized Investment Gain/(Loss) (5) (5)

$ (30) $ (165) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (195) $ (195)

Page 4.3 3/7/2014 FINANCIAL REPORT - FEBRUARY 2014

GROUP 5 - REGIONAL RAIL DIVISION

(5.1) Comparative Statement of Income (5.2) Detail Income Statement - (One Month) (5.3) Detail Income Statement - (YTD) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY REGIONAL RAIL DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED FEBRUARY 22 2014

(THOUSANDS)

ONE MONTH ENDED FEBRUARY 22, 2014 EIGHT MONTHS ENDED FEBRUARY 22, 2014 THIS YEAR --- LAST YEAR THIS YEAR LAST YEAR ACTUAL ACTUAL ACTUAL ACTUAL BETIER/ BETTER/ BETTER/ BETTER/ BUDGET ACTUAL (WORSE) ACTUAL (WORSE) BUDGET ACTUAL (WORSE) ACTUAL (WORSE) AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% OPERATING REVENUES $ 11,562 $ 11,927 3.16 $ 11,372 4.88 Passenger Revenue $ 93,092 $ 97,087 4 29 $ 89,403 8.59 1,268 967 (23.74) 1,031 (6.21) Other Operating Revenue 10,145 8,176 (19.41) 10,132 (19.31) - 12,830 12,894 0.50 12,403 3.96 TOTAL REVENUE AVAILABLE FOR OPERATIONS 103,237 105,263 1.96 99,535 5.75

25,122 23,840 5.10 24,937 4.40 OPERATING EXPENSES 200,741 197,562 1.58 195,496 (1.06) (12,292) (10,946) 10.95 (12,534) 12.67 DEFICIT BEFORE SUBSIDIES (97,504) (92,299) 5.34 (95,961) 3.82

12,292 10,517- (14.44) 12,593 (16.49) OPERATING SUBSIDIES 97,504 91,613 (6.04) 95,852 (4.42) (429) • 59 SURPLUS/(DEFICIT) AFTER SUBSIDIES (686) __ (109)

Unrealized Investment Gain/(Loss) (333)

$ $ (429) $ 59 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (1,019) $ (109)

1,597 1,545 (3.26) 1,554 (0.58) TOTAL VEHICLE MILES 13,320 13,164 (1.17) 12,857 2.39

2,869 2,861 (0.28) 2,932 (2.42) REVENUE PASSENGER JOURNEYS 23,093 23,638 2.36 23,215 1.82

Page 5.1 3f7/2014 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY REGIONAL RAIL DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED FEBRUARY 22. 2014

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER (WORSE) BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 11,372 $ 555 4.88 Passenger Revenue $ 11,562 $ 11,927 $ 365 3.16 89 (63) (70.79) Investment Income 46 26 (20) (43.48) 942 (1) (0.11) Other Income 1,222 941 (281) (23.00) 12,403 491 3.96 TOTAL REVENUE AVAILABLE FOR OPERATIONS 12,830 __ 1_2,894 64 0.50

OPERATING EXPENSES 14,699 (587) (3.99) Labor & Fringe Benefits 14,067 15,286 (1,219) (8.67) 7,508 (1,130) (15.05) Material & Services 8,092 8,638 (546) (6.75) 187 (189) Injuries & Damages 376 376 1,587 (193) (12.16) Propulsion Power 1,628 1,780 (152) (9.34) 40 (16) (40.00) Fixed Rent 48 56 (8) (16.67) 43 6 13.95 Fuel 54 37 17 31.48 873 3,206 Depreciation 857 (2,333) 3,190 24,937 1,097 4.40 TOTAL OPERATING EXPENSES 25,122 23,840 1,282 5.10

(12,534) 1,588 12.67 DEFICIT BEFORE SUBSIDIES (12,292) (10,946) 1,346 10.95

OPERATING SUBSIDIES 436 342 78.44 Federal 424 778 354 83.49 6,935 2,365 34.10 State 6,449 9,300 2,851 44.21 1,040 354 34.04 Local 968 1,394 426 44.01 4,107 (5,137) Lease Cost/Debt Service 4,373 (1,030) (5,403) 75 Other - Route Guarantees 78 75 (3) (3.85) 12,593 (2,076) (16.49) TOTAL OPERATING SUBSIDIES 12,292 10,517 (1,775) (14.44)

59 (488) SURPLUS/(DEFICIT) AFTER SUBSIDIES (429) (429)

Unrealized Investment Gain/(Loss)

$ 59 $ (488) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (429) $ (429)

Page 5.2 3/7/2014 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY REGIONAL RAIL DIVISION DETAIL INCOME STATEMENT EIGHT MONTHS ENDED FEBRUARY 22. 2014

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER (WORSE) BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 89,403 $ 7,684 8.59 Passenger Revenue $ 93,092 $ 97,087 $ 3,995 4.29 613 (313) (51.06) Investment Income 371 300 (71) (19.14) ~ (1,643) (17.26) Other Income 9,774 7,876 (1,898) (1942) 99,535 5,728 5.75 TOTAL REVENUE AVAILABLE FOR OPERATIONS 103,237 105,263 2,026 1.96

OPERATING EXPENSES 122,738 484 0.39 Labor & Fringe Benefits 120,640 122,254 (1,614) (1 34) 52,333 (2,629) (5.02) Material & Services 56,438 54,962 1,476 2.62 1,576 (1,606) Injuries & Damages 3,182 3,182 12,241 (664) (5.42) Propulsion Power 12,819 12,905 (86) (0.67) 306 (86) (28.10) Fixed Rent 389 392 (3) (0.77) 401 11 2.74 Fuel 466 390 76 16.31 5,901 2,424 41.08 Depreciation 6,807 3,477 3,330 48.92 195,496 (2,066) (1.06) TOTAL OPERATING EXPENSES 200,741 197,562 __ 3_,179 1.58

(95,961) 3,662 3.82 DEFICIT BEFORE SUBSIDIES (97,504) (92,299) 5,205 5.34

OPERATING SUBSIDIES 3,155 313 9.92 Federal 3,337 3,468 131 3.93 50,152 50 0.10 State 50,724 50,202 (522) (1.03) 7,523 7 0.09 Local 7,609 7,530 (79) (1.04) 34,408 (4,595) (13.35) Lease CosUDebt Service 35,216 29,813 (5,403) (15.34) 614 (14) (2.28) Other - Route Guarantees 618 600 (18) (2 91) 95,852 (4,239) (4.42) TOTAL OPERATING SUBSIDIES 97,504 91,613 (5,891) (6.04)

i!Q§l_ (577) SURPLUS/(DEFICIT) AFTER SUBSIDIES (686) (686)

(333) Unrealized Investment Gain/(Loss) (333) (333)

$ (109) $ (910) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (1,019) $ (1,019)

Page 5.3 3/7/2014