Minutes of Regular Board Meeting of Southeastern Pennsylvania Transportation Authority July 24, 2014

MINUTES OF REGULAR BOARD MEETING OF SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY JULY 24, 2014

The Regular Meeting of the Board of the Southeastern Pennsylvania Transportation Authority was held on Thursday, July 24, 2014 at 3:00 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 Christopher H. Franklin Honorable Stewart J. Greenleaf Kevin L. Johnson, P.E. (via telephone) 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

Present from the staff:

Joseph M. Casey, General Manager Jeffrey D. Knueppel, Deputy General Manager Richard G. Burnfield, Chief Financial Officer/Treasurer Gino J. Benedetti, Esquire, Deputy General Counsel Stephen A. Jobs, Controller Carol R. Looby, Secretary Kirn 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. He said the Special Meeting, which was noticed, was cancelled. Mr. Deon announced that Kevin Johnson would be participating by phone. Mr. Johnson 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 July 24, 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 June 26 Regular and Special Board meetings, which had been circulated. Mr. Ellis moved, Mr. Kubik seconded, and the Minutes were unanimously approved.

Financial Report

Mr. Burnfield stated that with the end of the fiscal year, his report would focus on year-end results. He reported that as a result of the harsh winter, with ridership declining 3.5 million trips in January and February, ridership and revenue for the year was slightly below budget. He reported that ridership for the year exceeded 330 million, the fifth highest ridership level in 25 years and that regional rail ridership exceeded 36 million trips.

Mr. Burnf ield reported that the total operating expenses were below budget, with claims expenses significantly under budget as a result of the Authority's efforts to aggressively defend against fraudulent claims. He reported for the year, the Authority ended with a surplus of $129,000.

Mr. Burnfield stated that during Mr. Deon's time as Chairman, the Authority has ended each and every year with a balanced budget.

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

The June 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.

Mr. Deon then entertained a motion regarding the cancellation of the August Regular and Special Board meetings. Mr. Kane moved, Ms. Coleman seconded and the following resolution was unanimously adopted.

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I . ELECTION NOT TO HOLD A REGULAR MEETING OF THE BOARD IN THE MONTH OF AUGUST 2014 AND CANCELLATION OF THE REGULAR AND SPECIAL MEETINGS OF THE BOARD SCHEDULED FOR AUGUST 28, 2014

"WHEREAS, under Section 3. 02 of the By-Laws the Board by resolution may elect not to hold a regular meeting in the month of July or August; and

WHEREAS, the Board desires not to hold a regular meeting in the month of August 2014.

NOW, THEREFORE, BE IT RESOLVED, that the Board will not hold a regular meeting in the month of August 2014.

FURTHER RESOLVED, that the Board hereby cancels the regular and special meetings that are scheduled to be held on August 28, 2014."

Consent Calendar

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

"Authorization to Renew Purchase of Stop Loss Insurance for Medical and Prescription Drug Benefits with HM Life Insurance Company;"

"Adoption of the Five Year Strategic Business Plan for Fiscal Years 2015 to 2019;"

"Authorization to Execute Consultant Amendment";

"Acquisition from Swarthmore College of Two Parcels of Property, Temporary Construction Easement and Permanent Access Rights in Connection with the Crum Creek Viaduct Bridge Replacement Project in the Borough of Swarthmore, Delaware County;"

"Acquisition from Pennsylvania Department of Transportation of Three Parcels of Property in Connection with the Levittown Intermodal Improvement Project in Bucks County, Pennsylvania;"

"Sale of a Parcel of Property to Villanova University and Granting of Perpetual Easements to SEPTA for Use in the Development of a Parking Lot in Radnor Township, Delaware County;"

"Lease from Frankford Properties, Inc. of Property Located at 4676 Frankford Avenue, Philadelphia for the Placement of Temporary Stairs During Construction of Improvements at Margaret-Orthodox Station;"

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"Finding of Special Opportunity Approving Use of a Request for Proposal for Joint Development of a Facility at the 69th Street Transportation Center in Upper Darby Township, Delaware County;"

"Acquisition from Arbors Commercial LP of a Parcel of Property with Improvements to be Used as a Parking Lot at Colmar Station in Hatfield Township, in Montgomery County;"

"Reimbursement Agreement Between SEPTA and the City of Philadelphia Relating to the Reconstruction of the Willow Grove Avenue Bridge Over the Chestnut Hill West Line;"

"Reimbursement Agreement Between SEPTA and the Borough of Ambler Relating to Various Streetscape Improvements in the Vicinity of Ambler Passenger Station;"

"Authorization to Enter into an Agreement with Amtrak for the Design and Construction of ADA Improvements at Paoli Passenger Station;"

"Authorization to Award Contracts for Various Procurements;"

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

"Authorization to Execute a Change Order and an Amendment."

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. Coleman seconded and the following resolutions were unanimously adopted with Mr. Kubik abstaining on Item III.B.8 ..

II.A. AUTHORIZATION TO RENEW PURCHASE OF STOP LOSS INSURANCE FOR MEDICAL AND PRESCRIPTION DRUG BENEFITS WITH HM LIFE INSURANCE COMPANY

"WHEREAS, effective August 1, 2012 SEPTA entered into a self-insured formal arrangement with Independence Blue Cross (" IBC") for medical coverage covering approximately 9,400 employees and retirees; and

WHEREAS, in order to provide budgeting protection from large dollar value claims, on July 25, 2013 the Board authorized SEPTA to renew the purchase of "Stop Loss Insurance" from HM Life Insurance Company (formerly Highmark Insurance Company) ("HM"),

4 Minutes of Regular Board Meeting July 24, 2014 which included a "Specific Deductible" of $500,000 or higher per person; and

WHEREAS, the Stop Loss Insurance coverage was for a one-year period expiring on July 31, 2014, at an estimated premium of $1,951,440; and

WHEREAS, SEPTA' s broker (Innovative Risk Solutions, Inc.) solicited proposals for renewal of Stop Loss Insurance from 19 carriers in the marketplace, with only HM and Sun Life of Canada submitting quotations; and

WHEREAS, of the quotations received, HM provided the best rate to SEPTA for a $500,000 Specific Deductible Policy at a cost of $18 .17 per employee per month for an estimated amount of $2, 025, 156 (covering an estimated 9, 288 employees), with actual numbers depending on the number of monthly covered employees; and

WHEREAS, the claim reimbursement will change as IBC is now switching SEPTA's medical claims to the HM claims platform, whereby SEPTA will now fund only up to the $500, 000 specific deductible, with HM paying the excess to the provider for the remainder of the year; and

WHEREAS, IBC and HM are integrated companies, thereby affording to SEPTA numerous benefits, including the avoidance of having to pay stop loss coordination fees to IBC of $2 per month per employee; and

WHEREAS, with the concurrence of the Stop Loss Committee of the Board, staff requested the General Manager recommend that the Board authorize SEPTA to purchase Stop Loss Insurance from HM under the terms that are set forth 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 purchase Stop Loss Insurance coverage from HM Life Insurance Company, with a $500,000 Specific Deductible, under the terms that are set forth above and more fully described in the pertinent staff summary.

FURTHER RESOLVED, that the coverage will cover both medical and prescription drug claims incurred over the one-year period of August 1, 2014 through July 31, 2015 at an estimated annual premium of $2,025,156.

FURTHER RESOLVED, that the Board hereby authorizes the proper officers of SEPTA to execute all documents, in form approved by the Office of General Counsel, and to do any and all

5 Minutes of Regular Board Meeting July 24, 2014 other things as shall be necessary and proper in order to effectuate the purpose of this Resolution."

II.B. ADOPTION OF THE FIVE YEAR STRATEGIC BUSINESS PLAN FOR FISCAL YEARS 2015 TO 2019

"WHEREAS, the establishment by the Commonwealth of Pennsylvania of a dedicated and predictable funding source for public transit agencies, including SEPTA, has provided SEPTA with the opportunity to define its vision and set its strategic direction; and

WHEREAS, in order for SEPTA to define its vision and set its strategic direction, executive management, in consultation with the General Manager and a "core team" of staff from each SEPTA division and external stakeholders, developed a Five-Year Strategic Business Plan for Fiscal Years 2015 to 2019 ("Strategic Business Plan"); and

WHEREAS, the Strategic Business Plan identifies SEPTA's vision, mission statement, core values and strategic objectives to guide divisional planning and initiatives for the pertinent fiscal years; and

WHEREAS, the Strategic Business Plan sets forth the basic strategies for fulfilling SEPTA's mission and achieving business goals; and

WHEREAS, under the Strategic Business Plan SEPTA will focus on the following eight key strategic objectives:

Safety and Security Rebuilding the System The Customer Experience Sustainability Ridership Growth Business Partnerships Human Capital Development Emerging Technologies

WHEREAS, the Strategic Business Plan will enable SEPTA to measure its progress toward the strategic objectives; will serve as a management tool in directing the activities of the organization; and will guide management in decision-making and major planning processes which include the Operating and Capital Budget and Programs and the Annual Service Plan; and

WHEREAS, staff requested that the General Manager recommend that the Board approve the Strategic Business Plan and authorize staff to implement it; and

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

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NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves the Strategic Business Plan for Fiscal Years 2015 to 2019."

II.C. AUTHORIZATION TO EXECUTE A CONSULTANT AMENDMENT

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

WHEREAS, staff reviewed the additional work and the General Manager recommended that the Board authorize SEPTA to enter into the amendment 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 amendment 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 BLT Architects, for Amendment No. 9, which provides for additional design/construction-related services and credits on the SEPTA - City Hall Station Renovations Project, along with a 938 calendar day no-cost time extension, thereby establishing a new contract completion date of August 30, 2016, at a net increase in cost not to exceed $6, 409, 323, bringing the total contract price, including all amendments to date, to an amount not to exceed $14,962,264."

III.A.l. ACQUISITION FROM SWARTHMORE COLLEGE OF TWO PARCELS OF PROPERTY, TEMPORARY CONSTRUCTION EASEMENT AND PERMANENT ACCESS RIGHTS IN CONNECTION WITH THE CRUM CREEK VIADUCT BRIDGE REPLACEMENT PROJECT IN THE BOROUGH OF SWARTHMORE, DELAWARE COUNTY

"WHEREAS, SEPTA' s Crum Creek Viaduct Bridge ("Bridge") is situated in the immediate vicinity of Swarthmore College ("College") property located on the Media-Elwyn Line railroad right-of-way in the Borough of Swarthmore, Nether Providence Township, Delaware County; and

WHEREAS, the Bridge, built in 1895, is nearing the end of its useful life and must be replaced to continue railroad service beyond Swarthmore Station; and

WHEREAS, SEPTA's Crum Creek Viaduct Bridge Replacement Project ("Project") is planned to commence in 2015, and will require the purchase of properties and acquisition of perpetual non-exclusive easement rights, construction easements for contractor access/staging and extensive vegetation restoration to accomplish an unobtrusive passive stormwater management plan; and

WHEREAS, as part of the Project, SEPTA will purchase two

7 Minutes of Regular Board Meeting July 24, 2014 parcels of property from the College totaling 1,616 square feet abutting the SEPTA railroad right-of-way for an appraised fair market value (FMV) of $3,400; and

WHEREAS, SEPTA will also require temporary construction easements from the College until approximately January 2017 in the estimated area of 12.54 acres, to be calculated at the appraised FMV rate of $.13 per square foot (or $71,012 annually) over the duration of the Project; and

WHEREAS, in addition to the foregoing, SEPTA will acquire perpetual access easement rights to the Bridge and right-of-way for the on-going maintenance and repairs thereof, and if so required by the College, SEPTA will enter into an agreement for SEPTA's maintenance of stormwater management improvements; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to (i) purchase from the College in lieu of condemnation, or if not successful to acquire by condemnation, fee title to two parcels of property totaling 1,616 square feet for a FMV of $3, 400; (ii) acquire from the College temporary construction easements totaling 12.54 acres for an estimated annual cost of $71,012; and (iii) enter into agreements with the College for non-exclusive access rights for on-going maintenance and repair of the Bridge and right-of-way, as well as stormwater management improvements, as set forth 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 acquire from Swarthmore College in lieu of condemnation, or if not successful to acquire by condemnation, title to the proposed properties, and to enter into agreements with respect to temporary construction easements, perpetual access rights and stormwater management improvement maintenance and repair, under the terms set forth above and more fully described in 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.2. ACQUISITION FROM PENNSYLVANIA DEPARTMENT OF TRANSPORTATION OF THREE PARCELS OF PROPERTY IN CONNECTION WITH THE LEVITTOWN INTERMODAL IMPROVEMENT PROJECT IN BUCKS COUNTY, PENNSYLVANIA

"WHEREAS, SEPTA currently leases from AMTRAK the Levi t town Station building and grounds, including the fully utilized 382

8 Minutes of Regular Board Meeting July 24, 2014 space customer parking lots, serving the Trenton Regional Rail Line, under the 47 Station Lease Agreement dated January 1, 1987, as amended; and

WHEREAS, SEPTA is acquiring over eight acres of property for construction of a new Levi t town passenger facility, which will include a larger ADA accessible station building, high-level platforms and expanded parking lots totaling 452 spaces, as part of the Levittown Station Intermodal Improvement Project ("Project"); and

WHEREAS, the Project will require the acquisition of three parcels of property from the Pennsylvania Department of Transportation ("Penn DOT") to be developed for improved SEPTA customer vehicle circulation, access and parking, those being (i) approximately 54,120 square feet of property ("Parcel #5") located on the southeast side of US Route 13; and (ii) approximately 4, 745 square feet of property (Parcel #6A) and (iii) approximately 28,715 square feet of property ("Parcel #9), both located east of US Route 13 at the Canal Street connector road immediately west of the Amtrak right-of-way; and

WHEREAS, SEPTA and PennDOT have agreed that SEPTA will acquire title to the Parcels #5, #6A, and #9 by condemnation (Declarations of Taking), for an appraised fair market values of $410,000, $11,400 and $52,000 respectively; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to acquire from PennDOT by condemnation, fee title to Parcels #5, #6A and #9 for a combined fair market value of $473,400, under the terms as set forth 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 acquire from Pennsylvania Department of Transportation, by condemnation (Declaration of Taking), title to Parcel #5, Parcel #6A and Parcel #9 identified within the pertinent staff summary, for fair market values of $410, 000, $11,400 and $52,000 respectively, as set forth above and more fully described in the pertinent staff summary.

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III.A.3. SALE BY SEPTA OF A PARCEL OF PROPERTY TO VILLANOVA UNIVERSITY AND GRANTING OF PERPETUAL EASEMENTS TO SEPTA FOR USE IN THE DEVELOPMENT OF A PARKING LOT IN RADNOR TOWNSHIP, DELAWARE COUNTY

"WHEREAS, Villanova University ("University") is planning development of a dormitory parking lot with a pedestrian overpass of Lancaster Avenue (US Route 30) connecting Villanova Chapel Station ("Station") on SEPTA' s Norristown High Speed Line with campus grounds north of Lancaster Avenue; and WHEREAS, the University desires to purchase 36, 304 square feet of SEPTA-owned property comprised of unoccupied right-of way, Station parking areas with 19 customer spaces and Chapel Road to proceed with the development; and

WHEREAS, the project will also call for the University's reconfiguration of the Station parking areas and construction of directional access roads, and the granting of perpetual easements (totally 28, 315 square feet) to SEPTA over portions of these areas which will include the 19 customer parking spaces and the SEPTA communications shed (with one parking space); and

WHEREAS, SEPTA-contracted appraisals have been conducted to determine the fair market value (FMV) of both the 36,304 square feet areas of property and the 28,315 square feet easement areas, resulting in valuations of $246,000 and $115,000, respectively; and

WHEREAS, as a result of the foregoing FMV appraisals, SEPTA will receive from the University the net amount of $131,000; and

WHEREAS, the University will also be responsible for all improvements, repairs and maintenance of the roadway and parking lot, including ice and snow removal; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to (i) sell to the University the 36,304 square foot areas of property and (ii) enter into perpetual easement agreements with the University for the 28,315 square foot areas, under the terms that are set forth 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 (i) sell to Villanova University the properties, and (ii) enter into perpetual easement agreements with Villanova University, under the terms and conditions that are set forth above and more fully described in the pertinent staff summary.

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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.A.4. LEASE FROM FRANKFORD PROPERTIES, INC. OF PROPERTY LOCATED AT 4676 FRANKFORD AVENUE, PHILADELPHIA FOR THE PLACEMENT OF TEMPORARY STAIRS DURING CONSTRUCTION OF IMPROVEMENTS AT MARGARET-ORTHODOX STATION

"WHEREAS, SEPTA will be undertaking the construction of improvements to its Margaret-Orthodox Station ("Station") on the Market Frankford Subway Elevated Line, and requires certain property for the placement of a temporary stairway between the street and the platform for a period of approximately three years ("Project"); and

WHEREAS, Frankford Properties, Inc. ("FPI") owns a 3,342+/ square foot parcel of property located at 4676 Frankford Avenue which abuts the Station, which includes a convenience store and a 1,500 square foot unpaved and fenced area used for private parking; and

WHEREAS, SEPTA has identified the 1,500 square foot area as the sole acceptable site for the Project, and upon advice of counsel, SEPTA has made a lease offer to FPI of $1,250 per month (or $15, 000 annually) for a period of three years, and in the event FPI refuses to negotiate a lease for SEPTA' s use of the subject property, a lease thereof will be acquired via condemnation at the current appraised value; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to acquire from FPI in lieu of condemnation or, if not successful, to acquire by condemnation the proposed leasehold rights, under such terms as set forth 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 acquire from Frankford Properties, Inc. in lieu of condemnation or, if not successful, to acquire by condemnation the leasehold interest which is identified in the pertinent staff summary for a negotiated fair market value or estimated just compensation as determined by independent appraisals, plus costs that are incidental to the acquisition of the leasehold.

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

11 Minutes of Regular Board Meeting July 24, 2014 other things as shall be deemed necessary and proper in order to effectuate the purpose of this Resolution."

III.A.5. FINDING OF SPECIAL OPPORTUNITY APPROVING USE OF A REQUEST FOR PROPOSAL FOR JOINT DEVELOPMENT OF A FACILITY AT THE 69TH STREET TRANSPORTATION CENTER IN UPPER DARBY TOWNSHIP, DELAWARE COUNTY

"WHEREAS, pursuant to Section 1741 (a) ( 2 4) of SEPTA enabling act, the Public Transportation Law, the Authority may determine a finding of special opportunity ("FOSO") with respect to prospective real estate related matters; and

WHEREAS, FOSO's are exempt from the competitive bidding process in favor of solicitation via a Request for Proposal, which allows for the negotiation of terms and conditions of the transaction; and

WHEREAS, SEPTA's multi-modal 69th Street Transportation Center in Upper Darby Township, Delaware County, includes a 4- acre site of surface parking comprised of 187 fully utilized spaces; and

WHEREAS, a SEPTA-contracted architect/engineer redesigned the site to include a parking garage (having 507 spaces), a new south bus terminal, build-up of sloped area (with a retaining wall), and upgrade and relocation of an electrical substation; and

WHEREAS, the planned project was not advanced due to an absence of required funding (estimated at $25-30 million), and SEPTA has now determined that the best interests of the Authority will be served by soliciting development proposals to design and construct a parking garage and new bus facility to be operated by SEPTA; and

WHEREAS, SEPTA ridership and parking requirements for the local business community, as well as the void of retail space fronting Market Street at the subject site, make a strong case for exploring the viability of a mixed-use development project; and

WHEREAS, it is anticipated that SEPTA would dedicate up to $15 million to the project previously earmarked for a garage and bus terminal, with the developer being responsible for the remaining costs; and

WHEREAS, under this project, SEPTA would be guaranteed 500 parking spaces at standard SEPTA rates, with project revenue (exclusive of parking income) being dedicated to the developer as an offset to its capital costs and debt service; and

12 Minutes of Regular Board Meeting July 24, 2014

WHEREAS, staff requested that the General Manager recommend that the Board approve a Finding of Special Opportunity based upon the information presented in the pertinent staff summary, to enable the release of a Request for Proposal for joint development of a parking garage with mixed uses and bus operations facilities at the 69th Street Transportation Center; and

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

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves a Finding of Special Opportunity pursuant to Section 1741(a) (24) of the Public Transportation Law, and thereby authorizes SEPTA to release a Request for Proposal for the joint development as set forth above and 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 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.6. ACQUISITION FROM ARBORS COMMERCIAL LP OF A PARCEL OF PROPERTY WITH IMPROVEMENTS TO BE USED AS A PARKING LOT AT COLMAR STATION IN HATFIELD TOWNSHIP, MONTGOMERY COUNTY

"WHEREAS, SEPTA' s commuter parking lots at Colmar, Fortuna and Lansdale Passenger Stations on the Lansdale/Doylestown Regional Rail Line are currently being fully utilized; and

WHEREAS, the recent addition of mid-day service at Colmar and spillover demand from both Fortuna and Lansdale, as well as anticipated demand during the upcoming construction of a SEPTA parking garage at Landsale Station, necessitates increased parking capacity; and

WHEREAS, Arbors Commercial LP ("Arbors") owns a 2. 91 acre parcel of property abutting the outbound side of Colmar Station and Bethlehem Pike (PA Route 309), and is planning a 1. 7 acre commercial development on the portion thereof fronting Bethlehem Pike; and

WHEREAS, an agreement has been reached with Arbors for SEPTA'S purchase of the remaining 1.21 acres of the parcel for the amount of $550,000, as well as Arbors design and construction of a SEPTA parking lot comprised of 100 spaces ($652,800) and an allowance for 50% of the costs for Hatfield Township's engineering review costs, inspection fees, etc. ($72,500), for a total estimated project cost of $1,275,300, as more fully described in the pertinent staff summary; and

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WHEREAS, the new parking lot will provide favorable vehicular access to the surrounding area via Bethlehem Pike, and will include a sidewalk and fencing over the short distance to a protected pedestrian grade crossing to the inbound platform at Colmar Station to be provided by Arbors; and

WHEREAS, Arbors will be required to obtain all necessary governmental approvals, while SEPTA will review all plans and specifications; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to complete negotiations and enter into the proposed agreement with Arbor for the purchase of a fully improved turnkey parking lot at Colmar Station, under such terms set forth 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 acquire from Arbors Commercial LP, a fully improved turnkey parking lot (with 100 spaces) on a 1. 21 acre parcel of property located in Hatfield, Montgomery County, to be used to accommodate increased parking capacity at Colmar Passenger Station, under the terms set forth above and in the pertinent staff summary.

III.A.7. REIMBURSEMENT AGREEMENT BETWEEN SEPTA AND THE CITY OF PHILADELPHIA RELATING TO THE RECONSTRUCTION OF THE WILLOW GROVE AVENUE BRIDGE OVER THE CHESTNUT HILL WEST LINE

"WHEREAS, the City of Philadelphia ("City") is undertaking a project ("Project") to replace the existing highway bridge where Willow Grove Avenue crosses over SEPTA's Chestnut Hill West Line railroad right-of-way, with a new three-span continuous steel rolled beam structure with a reinforced concrete composite deck; and

WHEREAS, SEPTA' s Engineering, Maintenance and Construction Di vision will provide force account support services including flagging, ET protection, field engineering coordination and construction inspection as required to insure protection for SEPTA's active rail service during the Project; and

WHEREAS, SEPTA will also engage a third party contractor to relocate the overhead signal power cables and ground cables which

14 Minutes of Regular Board Meeting July 24, 2014 are presently affixed to the bridge structure, as well as install and reroute the cables in the new underground duct banks; and

WHEREAS, SEPTA and the City have negotiated a reimbursement agreement under which the City will reimburse SEPTA for 100% of the Authority's support services (estimated at $355,923) and the third party construction costs (estimated at $433,679) that SEPTA will incur in connection with the Project, for a total estimated reimbursement to SEPTA of $789,602; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed reimbursement agreement with the City under the terms that are set forth 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 reimbursement agreement with the City of Philadelphia with respect to the reconstruction of the Willow Grove Avenue Bridge under the terms that are 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 necessary and proper in order to effectuate the purpose of this Resolution."

III.A.8. REIMBURSEMENT AGREEMENT BETWEEN SEPTA AND THE BOROUGH OF AMBLER RELATING TO VARIOUS STREETSCAPE IMPROVEMENTS IN THE VICINITY OF AMBLER PASSENGER STATION

"WHEREAS, the Borough of Ambler ("Borough") is undertaking a project ("Project") by which it will install new sidewalk facilities, curb ramps and landscaping along Butler Pike in the vicinity of Ambler Passenger Station on SEPTA's Lansdale Doylestown Regional Rail Line; and

WHEREAS, the Project will require SEPTA's Track, Power and Communications & Signals Departments to provide construction support services including flagging, transformer installation and signal preemption interfacing; and

WHEREAS, SEPTA and the Borough have negotiated an agreement under which the Borough will reimburse SEPTA 100% of the Authority's support services (estimated at $327, 902) that SEPTA will incur in connection with the Project; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed

15 Minutes of Requ1ar Board Meeting Ju1y 24, 2014 reimbursement agreement with the Borough under the terms that are 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 enter into a reimbursement agreement with the Borough of Ambler with respect to various streetscape improvements along Butler Pike in the vicinity of Ambler Passenger Station under the terms that are set forth in the pertinent staff summary.

III.A.9. AUTHORIZATION TO ENTER INTO AN AGREEMENT WITH AMTRAK FOR THE DESIGN AND CONSTRUCTION OF ADA IMPROVEMENTS AT PAOLI PASSENGER STATION

"WHEREAS, SEPTA and the National Railroad Passenger Corporation ("Amtrak") both use the Paoli Station ("Station") for servicing passengers on their Paoli/Thorndale Line and Harrisburg Line, respectively; and

WHEREAS, Amtrak, as owner of the Station, must undertake improvements thereto in order to make the Station readily accessible to persons with disabilities and comply with Americans with Disability Act ("ADA") requirements; and

WHEREAS, in 2012 SEPTA was the recipient of funding that was earmarked for design of the new intermodal Paoli Transportation Center ("PTC Project"); and

WHEREAS, at that time SEPTA and Amtrak agreed to work together for the design of the PTC Project, and at such time that additional construction funding became available, to undertake the construction phase of the PTC Project as a joint effort as well; and

WHEREAS, the PTC Project includes the updating and upgrading of the rail infrastructure and providing a new accessible Station for SEPTA and Amtrak customers, pedestrians, buses, shuttles, taxis, bicyclists and intermodal transfers;

WHEREAS, while design work has progressed, to date SEPTA has not obtained the necessary full funding for the construction of the entire PTC Project; and

WHEREAS, as a result of litigation brought in May 2012 against Amtrak in the United States District Court for the

16 Minutes of Regular Board Meeting July 24, 2014

Eastern District of Pennsylvania (Cope, et al. v. Amtrak) alleging that the Station's lack of accessibility was in violation of the ADA, Amtrak notified SEPTA it may have to join the Authority to the lawsuit as an indispensable party given that the design phase was already underway; and

WHEREAS, as part of the negotiations with the plaintiffs aimed toward resolution of the lawsuit, Amtrak and SEPTA agreed that SEPTA would use portions of its design plan as a way to fast-track accessibility improvements to the Station which would fit within the current design of the PTC Project, and thereby enable the overall design proceeding forward without having to be modified or redesigned ("Accessibility Improvements Project"); and

WHEREAS, Amtrak and SEPTA have now reached an agreement regarding their respective roles and obligations with respect to performing the design and construction work for the Accessibility Improvements Project, as more fully described in the pertinent staff summary; and

WHEREAS, the estimated cost of the Accessibility Improvements Project is $36 million, and the parties have agreed that Amtrak will pay for one-third (or $12 million) of these project costs, SEPTA will pay for two-thirds (or $24 million) and PennDOT may contribute one half of SEPTA's share of the project costs; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed agreement with Amtrak to jointly undertake the Accessibility Improvements Project at the Station, under the terms and conditions set for th above and 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 agreement with the National Railroad Passenger Corporation for the design and construction of ADA accessibility improvements to the Paoli Station, under the terms and conditions set forth above and in the pertinent staff summary.

FURTHER RESOLVED, that the Board hereby authorizes the General Manager and other proper officers of SEPTA 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 this Resolution."

17 Minutes of Regular Board Meeting July 24, 2014

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

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 Railroad Friction Products, for purchase of 6000 brake pads to be used on the Silverliner V rail car fleet, at a unit price of $75, with delivery of material every 90 days (in increments of 560 units each) commencing 60 days after receipt of Notice-to-Proceed, as described in the staff summary on this subject, for a total contract amount not to exceed $450, 000, Sealed Bid No. 14-107-YKM - Rebid Brake Pads for Silverliner V Cars.

2. To Penn Machine Company, for the purchase of 9, 000 rubber wheel pads to be used on the LRV car fleet, at a unit price of $ 3 6. 94, with deli very of material scheduled over a period of three years commencing in November 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $332,460, Sealed Bid No. 14-104-CMC - Rubber Wheel Pads.

3. To Electronic Data Magnetics, Inc., for Item Group Nos. 1-4, for the printing of various types of magnetically encoded transit passes to be used by the riding public to board SEPTA's transit modes, with delivery of material on an "as required" basis over a period of three years scheduled to commence in August 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $2,107,259, Sealed Bid No. 14-177-AKM - Transit Passes Magnetically Encoded.

4. To Hadley Corporation, for the purchase of 225 sets of LED interior passenger lamps to be used on the M-4 car fleet, at

18 Minutes of Regular Board Meeting July 24, 2014

a unit price of $1,981.13, with delivery of material in increments of 45 sets each every October over a period of four years scheduled to commence in October 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $445, 754 .25, Sealed Bid No. 14-012-RDB LED Interior Passenger Lamps.

5. To Allegheny Iron and Metal, Co., Inc., for the sale and removal of scrap ferrous and non-ferrous materials for the Authority, with services to be performed on an "as required" basis over a period of five years commencing in August 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $7,664,900, Sealed Bid No. 14-039- JHC - Sale of Scrap Ferrous and Non-Ferrous Materials.

6. To CoreStaff, Inc., for the purchase of customer service quality monitors which will enable the Customer Service Quality Team to stay in communication with the project manager, monitor cell-phone applications for real time service and have the ability to take/transmit pictures when necessary, with delivery of material on an "as required" basis over a period of three years scheduled to commence on September 1, 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $669,272.80, Sealed Bid No. 14-072- JVL - Customer Service Quality Monitors.

7. To Plymouth Environmental Co., Inc., for the provision of all labor, materials and equipment to remove and dispose of all asbestos containing materials at the Wyoming Berridge Shop, with services to be performed over a period of 365 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 $109, 998, Sealed Bid No. 14-112-JJB Asbestos Abatement at Wyoming Berridge Shop.

8. To Vanalt Electrical Construction, Inc., for electrical construction services, for a total contract amount not to exceed $18,449,000; to Anthony Biddle Contractor, Inc., for general construction services, for a total contract amount not to exceed $3,967,000; and to General Asphalt Paving Company of Philadelphia, for mechanical construction services, for a total contract amount not to exceed $279, 400, to provide all labor, materials, tools and equipment for the SEPTA Jenkintown Traction Substation Replacement Project, to be performed over a period of 730 calendar days commencing upon issuance of Notice to-Proceed, as described in the staff summary on this subject, Sealed Bid No. 14-051-JAB Jenkintown Traction Substation Replacement Project.

9. To Cannon Business Solutions, for the lease of copiers to be used in SEPTA's Headquarters building and central mailroom located at 1234 Market Street, as well as various satellite locations throughout the Authority, with lease services to be

19 Minutes of Regular Board Meeting July 24, 2014 provided over a period of four years commencing in September 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $1,179,960.40.

10. To AT&T Mobility, for the provision of wireless communication services for routine sending/receiving critical and emergency messages from the Operations Control Center and facilitating communications between supervisory personnel working in the field, with services to be provided on an "as required" basis over a period of three years scheduled to commence on August 1, 2014, as described in the staff summary on this subject, which is pursuant to a competitively bid state procurement contract, for a total contract amount not to exceed $1,343,045."

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

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 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 the vendor/contractor satisfactorily providing any required bonds, insurance certificates and/ or other documents, and complying with any applicable Disadvantaged Business Enterprise requirements:

1. To Matrix Railway Corporation, for the purchase of a total of 252 ( 42 each) of six different types of circuit boards to be used in the maintenance of the Silverliner IV wheelslip panel, at a unit price of $800, with delivery of material scheduled in September 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $201,600.

2. To IRD LLC, for the purchase of a new core loss tester and upgrades to the current core loss tester used in the maintenance of the electric subsystems and AC traction motors and fleets at the 69th Street Motor Shop, with delivery of material and upgrade scheduled in August 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $32,645.

3. To Simmons Machine Tool Corporation, for the purchase of 52 blade cutters to be used as stock replenishment for the wheel truing machine at Overbrook Shop, at a unit price of

20 Minutes of Regular Board Meeting July 24, 2014

$1,300, with delivery of material scheduled in September 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $67,600.

4. To Hanning & Kahl, LP, for the purchase of 18 HSC-R point controllers to be used as replacement components in the Vossloh Kiepe light rail v-tag switching system, at a unit price of $5,850, with delivery of material scheduled in December 2014, December 2015 and December 2016, as described in the staff summary on this subject, for a total contract amount not to exceed $105,300.

5. To Xerox Transport Solutions, Inc., for the purchase of various radio devices that are required to support the voice and data needs of the Customized Community Transit ("CCT") vehicles, with deli very of material scheduled 16 weeks after receipt of Notice-to-Proceed, as described in the staff summary on this subject, for a total contract amount not to exceed $107,109.95.

6. To American Software, Inc., for the provision of analysis and design services needed to incorporate the Assetworks Linear Focus FA Suite Asset Maintenance Management System (AMMS) application, with services to be performed over a period of 24 total hours upon issuance of Notice-to-Proceed, as described in the staff summary on this subject, for a total contract amount not to exceed $45,000.

7. To Calibre Systems, Inc., for the provision of maintenance and support for the Capital Program Management System (CPMS) software used to monitor expenditures and grant compliance for all SEPTA capital projects, with services to be performed over a period of three years scheduled to commence on August 1, 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $397,960.43.

8. To Assetworks, LLC, for the provision of maintenance and support services for the Fleet Focus MS Upgrade Project and the Asset Maintenance Management System (AMMS), with services to be performed over a period of four years effective retroactively as of May 1, 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $1,177,693.27.

9. To Bentley Systems, Incorporated, for the provision of four substation software licenses, four additional microstation licenses, and a 10-month maintenance and support contract for these substations and microstation software licenses, with both the license and support services scheduled to commence on August 1, 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $75,186.22.

10. To Reveal Management Services, Inc., for the provision of maintenance and support services for the Operations Management Analytical Software (OMAS), with services to be performed over a

21 Minutes of Regular Board Meeting July 24, 2014 period of one year effective retroactively as of July 1, 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $78,750.

11. To IBM Corporation, for the provision of a hardware maintenance contract for the computing equipment in the SEPTA Data Center, with services to be provided over a period of five years scheduled to commence on July 30, 2014, as described in the staff summary on this subject, for a total contract amount not to exceed $146,837."

III.D. AUTHORIZATION TO EXECUTE CHANGE ORDERS AND AN AMENDMENT

"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 orders and amendment 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 Nucero Electrical Construction Co., Inc., for Change Order No. 5, which provides for modification/additional work to electrical, communications and fire suppression systems at 30th Street (Amtrak requirements), Suburban and Market-East Stations for the SEPTA' s New Payment Technologies (NPT) Railroad Electrical Support Project, as well as a 400 calendar day no-cost time extension, thereby establishing a new contract completion date of December 17, 2014, at an increase in cost not to exceed $415,253, bringing the total contract price, including all change orders to date, to an amount not to exceed $3,106,004, provided that with the Board's approval of this change order, the Board authorizes the resetting of prior authorized cumulative change order amounts to zero dollars ($0) and the establishment of a new cumulative change order threshold of 10% or $500,000, pursuant to the Resolution adopted by the Board on May 22, 2008, which Resolution authorized a "Delegation of Authority for Change Orders, Amendments and Assignments".

2. To Tyco Integrated Security, Inc., for Change Order No. 1, which provides for the modification to lavatory doors at the Bethayres and Fox Chase Stations as part of the Remote Stations Access Pilot Project in support of the New Payment Technologies ("NPT") System, at an increase in cost not to exceed $33, 222, bringing the total contract price, including this change order, to an amount not to exceed $159,478.

22 Minutes of Requ1ar Board Meeting Ju1y 24, 2014

3. To First Transit, Inc. , for Amendment No. 1, which provides for a nine month time extension of the contract for Paratransit Services in Montgomery County, thereby establishing a new contract completion date of June 25, 2015, at an increase in cost not to exceed $2,879,247, bringing the total contract price, including this amendment, to an amount not to exceed $20,889,448."

Report of Genera1 Manager

Mr. Casey commented that on August 1st at 10:00 p.m., SEPTA would begin the Trolley Tunnel Blitz project. He said that this was a 17-day outage that would temporarily close the tunnel connecting Center City and West Philadelphia so SEPTA in-house forces can perform maintenance and construction work that was critical to providing reliable and safe service for our customers. Mr. Casey announced that SEPTA Ambassadors would be out during the first week of the outage to assist customers and answer questions. He reported that The Tunnel Blitz was the first major initiative for our Rebuilding for the Future program, which was SEPTA' s revitalized capital investment program, made possible by the passage of Act 89.

Mr. Casey reported that this summer, we were particularly proud to be welcoming the participants of 34th Annual National Veterans Wheelchair Games when they come to the Philadelphia area August 12-17, 2014. He said the games were a sports and rehabilitation program for military service veterans who use wheelchairs and we would be part of their transportation program getting the athletes to a number of competition venues

In closing, Mr. Casey mentioned the on-going effort to enhance customer access to SEPTA information. He said he was pleased to announce that a SEPTA app for Android devices would shortly join the iPhone/ iPad app. He reported that staff was currently completing testing with SEPTA employees who have Android products and in early August we have invited customers to participate in a public testing to of this new application. Mr. Casey said that information would be available on the SEPTA website on how to download our new app and he invited anyone with an Android device to try it out.

Speakers

Eddie Glover

Mr. Glover addressed the Board on the subject of the new night owl Market-Frankford Line. He requested that this service be restored to having trains operate 24 hours a day, 7 days a week, thus eliminating night owl shuttle buses. Mr. Glover then requested that cameras be installed on the 231 Silverliner IV rail fleet.

23 Minutes of Regular Board Meeting July 24, 2014

Mr. Glover asked if he would be permitted to use his monthly trail pass on the entire system once the smart card system was in operation.

Chairman Deon asked Kim Heinle to meet with Mr. Glover after the meeting.

Tim Carson

Mr. Carson stated that he was present today along with Andy Lewis, former Delaware County Councilman for Haverford Township and Jeff Hall, Vice President of the Board at Merion Golf Club to recognize the Authority's contribution to the U.S Open. He said that Merion Golf Club has had the honor of hosting more U.S.G.A. Championship events than any other golf course in the country, but it was 32 years since Merion hosted the U.S. Open. Mr. Carson said that the biggest logistical challenge of hosting the event was having public transportation the preferred method of travel for the U.S. Open. He said that they were able to convince the United States Golf Association that with SEPTA' s assistance and the assistance of many of the municipalities in Delaware County and others, that Merion Golf Club would be able to host the Open. He said that there were many meetings that went into the planning of the event and that many times the United States Golf Association commented that they had never worked with a better public agency then SEPTA.

Mr. Carson then asked Mr. Hall to read the scroll and present it to the Board. Mr. Hall said that last June, the eyes of the sporting world were looking to Philadelphia and he felt they put on a good show, with much of that thanks and success went to SEPTA. He then read the scroll and presented it to the Board.

Chairman Deon thanked them for recognizing the great job staff did with the golf event and added that he believes that the Authority was the best agency in the country.

Adjournment

There being no further business to come before the Board at this Regular Meeting, it was moved by Mr. Babcock seconded by Mr. Kubik, and unanimously adopted that the meeting be adjourned at 3:09 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

24 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY

FINANCIAL REPORT

JUNE 2014

For Period Ended June 30, 2014 (UNAUDITED)

July 22, 2014 tzj @ H td rlH

~ FINANCIAL REPORT - JUNE 2014

COMMENTARY

Summary of Financial Results and Commentary

GROUP 1 -CONSOLIDATED OPERATIONS

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 - JUNE 2014

COMMENTARY

Summary of Financial Results and Commentary SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY JUNE 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 June 2014 and the twelve-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 JUNE TWELVE MONTHS ENDED JUNE 2014 2013 2014 2013

City Transit $ (43,324) $ (31,495) $ (514,254) $ (508,093) Victory (7,638) (5,048) (69,907) (67,366) Frontier (2,308) (2,745) (26,578) (26,573) Regional Rail (10,687) (8,920) (135,439) (144,356) Total Deficit Before Subsidies (63,957) (48,208) (746, 178) (746,388) Operating Subsidies 64,604 47,915 746,307 746,478 Surplus I (Deficit) After Subsidies $ 647 $ (293) $ 129 $ 90 Unrealized Investment Gain 812 470 984 470 Prior Year Restatement re: GASS 65 - 432 - 432 Surplus after Unrealized Investment Gain and GASS 65 Restatement $ 1,459 $ 609 $ 1, 113 $ 992

The surplus after subsidies for the month of June was $647 thousand and the cumulative surplus for the twelve months was $129 thousand. Passenger revenue for the month was $571 thousand (or 1.5%) worse than budget. Passenger revenue for the twelve months of Fiscal 2014 was $3.2 million (or 0.7%) worse than budget. Year-to-date passenger revenue was partially impacted by the severe winter weather. Other operating revenue was $1.1 million (or 3.2%) worse than budget for June year-to-date primarily due to lower income from scrap sales, advertising and real estate income offset by investment income and higher fuel tax rebates. Shared Ride Program revenue was $149 thousand

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

SUMMARY - (continued) worse than budget for the month of June and was $152 thousand (or 0.8%) worse than budget for June year-to-date. Operating expenses for the month of June were 2.1 % better than budget. For the twelve-month period, operating expenses were 1.0% better than budget primarily due to lower fringe benefits, injury and damage claims, and depreciation which were partially offset by higher material and service costs. Operating subsidies were $7.8 million worse than budget primarily due to lower lease cost and debt service subsidies. These subsidies were less than budget due to lower than anticipated expenditures and a change in account treatment related to recently issued bonds which also resulted in a favorable variance to depreciation. The unrealized investment gain for the twelve month period of $984 thousand reflects a favorable change in the market value of investments as compared to June 30, 2013. In Fiscal Year 2014, the Authority adopted Governmental Accounting Standards Board Statement No. 65 (GASB 65) "Items Previously Reported as Assets and Liabilities." The impact of this new standard resulted in a restatement to prior year expenses pertaining to debt issuance costs.

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

DIVISIONAL COMMENTARY ON JUNE AND YEAR-TO-DATE RESULTS

CITY TRANSIT DIVISION The Division's operations for June 2014 resulted in a deficit before subsidies of $43.3 million for the month and a year-to-date deficit before subsidies of $514.3 million, which is 1.2% worse than budget. Passenger revenue for the month of June was $863 thousand (or 3.5%) worse than budget. For the twelve months of Fiscal 2014 total passenger revenue was $9.6 million (or 3.2%) worse than budget. Shared Ride Program revenue for June year-to-date was $152 thousand (or 0.8%) worse than budget. Operating expenses for the twelve-month period were better than budget. Subsidies for the twelve months of the fiscal year slightly exceeded the operating deficit resulting in a surplus after subsidies of $93 thousand.

VICTORY DIVISION The Division's operations for June resulted in a deficit before subsidies of $7.6 million bringing the cumulative deficit before subsidies for the twelve months of the fiscal year to $69.9 million, which is 5.4% worse than budget. Passenger revenue for June was $112 thousand (or 5.7%) worse than budget and for the twelve months of Fiscal 2014 was $180 thousand (or 0.8%) worse than budget. Operating expenses for the twelve-month period were worse than budget. Subsidies for the twelve months of the fiscal year slightly exceeded the operating deficit resulting in a surplus after subsidies of $13 thousand.

,.., - .) - SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY JUNE AND YEAR-TO-DATE RESULTS OF OPERATIONS

FRONTIER DIVISION Operations for the month of June resulted in a deficit before subsidies of $2.3 million bringing the cumulative deficit before subsidies for the twelve months of the fiscal year to $26.6 million, which is 1.3% better than budget. Passenger revenue for June was $64 thousand (or 12.8%) better than budget and for the twelve months of Fiscal 2014 was $306 thousand (or 4.9%) better than budget. Operating expenses for the twelve-month period were better than budget. Subsidies for the twelve months of the fiscal year slightly exceeded the operating deficit resulting in a surplus after subsidies of $6 thousand.

REGIONAL RAIL DIVISION Operations for the month of June resulted in a deficit before subsidies of $10.7 million bringing the cumulative deficit before subsidies for the twelve-month period to $135.4 million, which is 11.2% better than budget. Passenger revenue for June was $340 thousand (or 2.8%) better than budget and year-to-date passenger revenue was $6.3 million (or 4.4%) better than budget. Operating expenses for the twelve-month period were better than budget. Subsidies for the twelve months of the fiscal year slightly exceeded the operating deficit resulting in a surplus after subsidies of $17 thousand.

- 4 - FINANCIAL REPORT - JUNE 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) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENT OF INCOME TWELVE MONTHS ENDED JUNE 30, 2014

{THOUSANDS)

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

OPERATING REVENUES

Passenger Revenue $ 293,486 $ 22,866 $ 6,512 $ 148,923 $ 471,787 $ 474,950 $ {3, 163) {0.67) Other Operating Revenue 18,727 2,215 635 12,462 34,039 35,150 (1,111) {3.16)

Sub-Total - Operating Revenue 312,213 25,081 7,147 161,385 505,826 510,100 {4,274) {0.84) Shared Ride Program 18,432 -- - 18,432 18,584 (152) {0.82)

TOTAL REVENUE AVAILABLE FOR OPERATIONS 330,645 25,081 7,147 161,385 524,258 528,684 {4,426) {0.84)

OPERATING EXPENSES 844,899 94,988 33,725 296,824 1,270,436 1,282,764 12,328 0.96

DEFICIT BEFORE SUBSIDIES {514,254) {69,907) {26,578) {135,439) {746, 178) {754,080) 7,902 1.05

OPERATING SUBSIDIES 514,347 69,920 26,584 135,456 746,307 754,080 {7,773) {1.03)

SURPLUSAFTER SUBSIDIES $ 93 $ 13 $ 6 $ 17 $ 129 $ - $ 129 Unrealized Investment Gain/{Loss) 843 23 6 112 984 - 984 SURPLUSAFTER INVESTMENT GAIN $ 936 $ 36 $ 12 $ 129 $ 1, 113 $ - $ 1, 113

Page 1.1 7/18/14 SOUTHEASTERNPENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENT OF REVENUESAND EXPENSES TWELVEMONTHS ENDED JUNE 30, 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 $ 303,112 $ 293.486 $ 23,046 $ 22,866 $ 6,206 $ 6,512 $ 142,586 $ 148,923 $ 474,950 $ 471,787 Shared Ride Program 18,584 18.432 ------18,584 18.432 Investment Income 417 865 19 29 6 9 558 420 1,000 1,323 Other Income 16,982 17,862 1,863 2,186 646 626 14,659 12,042 34,150 ~716

TOTAL OPERATING REVENUE 339,095 330,645 24,928 25,081 6,858 7,147 157,803 161,385 ~684 524,258

OPERATING EXPENSES

Labor, including Paid Absences 380,681 374,905 40,326 42.489 17,004 16,629 116,960 120,215 554,971 554,238 Fringe Benefits 238,866 228,313 23,376 22,837 7,955 8,075 73,172 64,911 343,369 324,136 Material & Services 127,618 150,441 17,039 19,795 3,729 5,258 84,616 83,725 233,002 259,219 Injuries & Damages 33,679 24,021 3,373 2,581 1,292 (26) 4,856 2,268 43,200 28,844 Propulsion Power 15.400 16,112 1.430 1,683 - - 19, 170 19,236 36,000 37,031 Fixed Rent 2,064 2.428 116 109 44 41 586 633 2,810 3,211 Fuel 36,600 36,265 5,391 5,308 3,708 3,698 713 613 46.412 45,884 Depreciation 12,518 12.414 196 186 53 50 10,233 5,223 23,000 17,873

TOTAL OPERATING EXPENSES 847.426 844,899 91,247 94,988 33,785 33,725 310,306 296,824 1,282,764 1,270.436

DEFICIT BEFORE SUBSIDIES (508,331) (514,254) (66,319) (69,907) (26,927) (26,578) (152,503) (135.439) (754,080) (746, 178)

OPERATING SUBSIDIES

Federal 25,886 27.469 3,582 3,947 1.422 1.468 5,294 5,087 36,184 37,971 State 393,542 397,940 54.438 57,182 21,642 21,266 80.452 73,686 550,074 550,074 Local 59,028 59.422 8,169 8,539 3,243 3,176 12,071 11,003 82,511 82,140 Lease Cost/Debt Service 28,526 28,126 130 252 37 93 53,760 44,705 82.453 73, 176 Other-Route Guarantees 1,349 1,390 - - 583 581 926 975 __ 2,858 2,946

TOTAL SUBSIDIES 508,331 514,347 66,319 69,920 26,927 26,584 152,503 135.456 754,080 ~307

SURPLUSAFTER SUBSIDIES $ - $ 93 $ - $ 13 $ - $ 6 $ - $ 17 $ $ 129 Unrealized Investment Gain/(Loss) - 843 - 23 - 6 - 112 - 984 SURPLUSAFTER INVESTMENT GAIN 936 36 12 129 1, 113 $ - $ $ - $ $ - ~ $ - $ $ - $

Page 1.2 7/18/14 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENT OF INCOME ONE MONTH ENDED JUNE 30, 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 23,709 s 1,854 s 565 s 12,305 s 38.433 s 39,004 s (571) (1.46) Other Operating Revenue 1,764 177 61 1.098 3,100 2,870 230 8.01

Sub-Total - Operating Revenue 25.473 2,031 626 13.403 41.533 41,874 (341) (0.81) Shared Ride Program 1,388 -- - 1,388 1,537 (149) (9.69)

TOTAL REVENUE AVAILABLE FOR OPERATIONS 26,861 2,031 626 13.403 42,921 43,411 (490) (1.13)

OPERATING EXPENSES 70,185 9,669 2,934 24,090 106,878 109,147 2,269 2.08

DEFICIT BEFORE SUBSIDIES (43,324) (7,638) (2,308) (10,687) (63,957) (65,736) 1,779 2.71

OPERATING SUBSIDIES 43,792 7,704 2,334 10,774 64,604 65,736 - (l.1~) (1.72)

SURPLUSAFTER SUBSIDIES s 468 s 66 s 26 s 87 s 647 s - s 647 Unrealized Investment Gain/(Loss) 686 {2) {1) 129 812 - 812 SURPLUSAFTER INVESTMENT GAIN s 1.154 s 64 s 25 s 216 s 1.459 s - s 1,459

Page 1.3 7/18/14 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENT OF REVENUES AND EXPENSES ONE MONTH ENDED JUNE 30, 2014

(THOUSANDS)

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

OPERATING REVENUE~ BUDGET - ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL Passenger Revenue s 24,572 s 23,709 $ 1,966 l,B54 501 $ 565 $ 11, 965 $ 12,305 s 39,004 s 3B,433 Shared Ride Program 1,537 1,388 ------1,537 l,3B8 Investment Income 34 61 1 2 1 1 47 28 83 92 Other Income 1,369 1,703 143 175 54 60 1,221 __ 1,070 2,787 3,008

TOTAL OPERATING REVENUE 27,512 26,861 2,110 2,031 556 626 13,233 13,403 43,411 ~921

OPERATING EXPENSES

Labor, including Paid Absences 31,046 30,107 3,345 3,458 1,406 1,376 9,937 9,529 45,734 44,470 Fringe Benefits 21,255 15,626 1,932 1,840 663 288 8,135 5,154 31,985 22,908 Material & Services 10,913 26,435 1,344 3,489 291 1,376 6,921 7,068 19.469 38,368 Injuries & Damages 2,591 (7,567) 260 338 100 (429) 374 267 3,325 (7,391) Propulsion Power 1,236 942 105 72 - 1,583 1,512 2,924 2,526 Fixed Rent 167 569 10 11 4 4 49 61 230 645 Fuel 2,761 3,031 439 445 303 315 55 62 3,558 3,853 Depreciation 1,044 1,042 16 16 5 4 857 437 1,922 -- 1,499 TOTAL OPERATING EXPENSES 71,013 70,185 7,451 9,669 2,772 __ 2,934 27,911 24,090 109,147 106,878

DEFICIT BEFORE SUBSIDIES (43,501) (43,324) (5,341) (7,638) (2,216) (2,308) (14,678) (10,687) (65.736) (63,957)

OPERATING SUBSIDIES

Federal 2,211 2,361 289 430 116 127 538 385 3,154 3,303 State 33,647 34,293 4,381 6,243 1,784 1,837 8,150 5,589 47,962 47,962 Local 5,044 4,875 660 898 264 262 1,226 788 7,194 6,823 Lease Cost/Debt Service 2,487 2,087 11 133 3 59 4,687 3,862 7,188 6, 141 Other-Route Guarantees -- 112 176 - - 49 49 77 150 238 375 TOTAL SUBSIDIES 43,501 43,792 5,341 7,704 2,216 2,334 14,678 _____!Q,774 65,736 64,604

SURPLUSAFTER SUBSIDIES $ - s 468 $ - $ 66 $ - $ 26 $ - $ 87 s - s 647 Unrealized Investment Gain/(Loss) - 686 (2) (1) - 129 - 812 SURPLUSAFTER INVESTMENT GAIN/LOSS $ s 1, 154 $ - s 64 $ - s 25 ~ - $ 216 $ - $ 1,459

Page 1.4 7/18/14 FINANCIAL REPORT - JUNE 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) (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CITY TRANSIT DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED JUNE 30. 2014

(THOUSANDS)

ONE MONTH ENDED JUNE 30, 2014 TWELVE MONTHS ENDED JUNE 30, 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 $ 24,572 $ 23,709 (3.51) $ 22,059 7.48 Passenger Revenue $ 303,112 $ 293.486 (3.18) $ 276,632 6.09 1,403 1,764 25.73 1,481 19.11 Other Operating Revenue 17,399 18,727 7.63 17,485 7.10 25,975 25,473 (1.93) 23,540 8.21 Sub-Total - Operating Revenue 320,511 312,213 (2.59) 294,117 6.15

1,537 1,388 (9.69) 1,585 (12.43) Shared Ride Program 18,584 18,432 (0.82) 18,786 (1 88)

27,512 26,861 (2.37) 25,125 6.91 TOTAL REVENUE AVAILABLE FOR OPERATIONS 339,095 330,645 (2.49) 312,903 5.67

71,013 70,185 1.17 56,620 (23.96) OPERATING EXPENSES 847,426 844,899 0.30 820,996 (2 91) (43,501) (43,324) 0.41 (31,495) (37.56) DEFICIT BEFORE SUBSIDIES (508,331) (514,254) (1.17) (508,093) (1 21)

43,501 43,792 0.67 31,281 40.00 OPERATING SUBSIDIES 508,331 514,347 1.18 508, 157 1.22

468 (214) SURPLUS/(DEFICIT) AFTER SUBSIDIES 93 64

686 470 Unrealized Investment Gain/(Loss) 843 470

$ $ 1,154 $ 256 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 936 $ 534

5,113 5,204 1.78 5,058 2.89 TOTAL VEHICLE MILES 63,601 63,551 (0 08) 63,079 0.75 433 447 3.23 491 (8.96) SHARED RIDE PROGRAM IN ABOVE 5,774 5,529 (4.24) 5,738 (3 64)

15,362 14,953 (266) 15,086 (0.88) REVENUE PASSENGER JOURNEYS 190,946 189,123 (0.95) 194,350 (2.69) 65 68 4.62 65 4.62 SHARED RIDE PROGRAM IN ABOVE 754 766 1.59 764 0.26

Page 2.1 7/21/2014 (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CITY TRANSIT DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED JUNE 30, 2014

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER(\/VORSE)BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 22,059 $ 1,650 7.48 Passenger Revenue $ 24,572 $ 23,709 $ (863) (3.51) (241) 302 Investment Income 34 61 27 79.41 .J.B.?_ (19) (1.10) Other Income 1,369 1,703 334 24.40 23,540 1,933 8.21 SUB-TOTAL 25,975 25,473 (502) (1.93) (197) (12.43) Shared Ride Program 1,537 1,388 (149) (9.69) ~25, 125 1,736 6.91 TOTAL REVENUE AVAILABLE FOR OPERATIONS 27,512 26,861 __ (651) (2.37)

OPERATING EXPENSES 41.412 (4,321) (10.43) Labor & Fringe Benefits 52,301 45,733 6,568 12.56 12,596 (13,839) Material & Services 10,913 26,435 (15,522) (2,579) 4,988 Injuries & Damages 2,591 (7,567) 10,158 1,209 267 22.08 Propulsion Power 1,236 942 294 23.79 153 (416) Fixed Rent 167 569 (402) 2,784 (247) (8.87) Fuel 2,761 3,031 (270) (9.78) 1,045 3 0.29 Depreciation 1,044 1,042 2 0.19 56,620 (13,565) (23.96) TOTAL OPERATING EXPENSES 71,013 70, 185 828 1.17

(31.495) (11,829) (37.56) DEFICIT BEFORE SUBSIDIES (43,501) (43,324) 177 0.41

OPERATING SUBSIDIES 2,185 176 8.05 Federal 2,211 2,361 150 6.78 23,390 10,903 46.61 State 33,647 34,293 646 1.92 3,508 1,367 38.97 Local 5,044 4,875 (169) (3 35) 2,023 64 3.16 Lease Cost/Debt Service 2,487 2,087 (400) (16.08) 175 1 0.57 Other - Route Guarantees 112 176 64 57.14 31,281 12,511 40.00 TOTAL OPERATING SUBSIDIES 43,501 43,792 291 0.67

(214) 682 SURPLUS/(DEFICIT) AFTER SUBSIDIES 468 468

470 216 Unrealized Investment Gain/(Loss) 686 686

$ 256 $ 898 SURPLUS/(DEFICIT) After Investment Gain/(Loss) $ $ 1,154 $ 468

Page 2.2 7/21/2014 (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CITY TRANSIT DIVISION DETAIL INCOME STATEMENT TWELVE MONTHS ENDED JUNE 30. 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 $ 276,632 $ 16,854 6.09 Passenger Revenue $ 303, 112 $ 293,486 $ (9,626) (3.18) 122 743 Investment Income 417 865 448 17,363 499 2.87 Other Income 16,982 17,862 880 5.18 294,117 18,096 6.15 SUB-TOTAL 320,511 312,213 (8,298) (2.59) 18,786 (354) (1.88) Shared Ride Program 18,584 18,432 (152) (0.82) 312,903 17,742 5.67 TOTAL REVENUE AVAILABLE FOR OPERATIONS 339,095 330,645 (8,450) (2.49)

OPERATING EXPENSES 591,661 (11,557) (1.95) Labor & Fringe Benefits 619,547 603,218 16,329 2.64 134,260 (16, 181) (12.05) Material & Services 127,618 150,441 (22,823) (17.88) 29,865 5,844 19.57 Injuries & Damages 33,679 24,021 9,658 28.68 14,897 (1,215) (8.16) Propulsion Power 15,400 16, 112 (712) (4.62) 1,944 (484) (24.90) Fixed Rent 2,064 2,428 (364) (17.64) 36,027 (238) (0.66) Fuel 36,600 36,265 335 0.92 12,342 (72) (0.58) Depreciation 12,518 12,414 104 0.83 820,996 (23,903) (2.91) TOTAL OPERATING EXPENSES 847,426 844,899 2,527 0.30

(508,093) (6, 161) (1.21) DEFICIT BEFORE SUBSIDIES (508,331) (514,254) (5,923) (1.17)

OPERATING SUBSIDIES 26,333 1,136 4.31 Federal 25,886 27,469 1,583 6.12 393,363 4,577 1.16 State 393,542 397,940 4,398 1.12 59,004 418 0.71 Local 59,028 59,422 394 0.67 27,762 364 1.31 Lease Cost/Debt Service 28,526 28, 126 (400) (1.40) 1,695 (305) (17.99) Other - Route Guarantees 1,349 1,390 41 3.04 508,1~ 6,190 1.22 TOTAL OPERATING SUBSIDIES 508,331 514,347 __ 6,016 1.18

64 29 (45.31) SURPLUS/(DEFICIT) AFTER SUBSIDIES 93 93

470 373 Unrealized Investment Gain/(Loss) 843 843

$ 534 $ 402 SURPLUS/(DEFICIT) After Investment Gain/(Loss) $ $ 936 $ 936

Page 2.3 7/21/2014 FINANCIAL REPORT - JUNE 2014

GROUP 3 - VICTORY DIVISION

(3.1) Comparative Statement of Income (3.2) Detail Income Statement - (One Month) (3.3) Detail Income Statement - (YTD) (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY VICTORY DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED JUNE 30, 2014

(THOUSANDS)

ONE MONTH ENDED JUNE 30, 2014 TWELVE MONTHS ENDED JUNE 30, 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 $ 1,966 $ 1,854 (5.70) $ 1,869 (0.80) Passenger Revenue $ 23,046 $ 22,866 (0. 78) $ 21,894 4,44 144 177 22.92 124 42.74 Other Operating Revenue 1,882 2,215 17.69 1,887 17.38 2,110 2,031 (3.74) 1,993 1.91 TOTAL REVENUE AVAILABLE FOR OPERATIONS 24,928 25,081 0.61 23,781 5,47

7,451 9,669 (29 77) 7,041 (37.32) OPERATING EXPENSES 91,247 94,988 (4.10) 91,147 (421) (5,341) (7,638) (43.01) (5,048) (51.31) DEFICIT BEFORE SUBSIDIES (66,319) (69,907) (5.41) (67,366) (3.77)

5,341 7,704 44.24 5,020 53,47 OPERATING SUBSIDIES 66,319 69,920 5,43 67,376 3.78

66 (28) SURPLUS/(DEFICIT) AFTER SUBSIDIES 13 10

(2) Unrealized Investment Gain/(Loss) 23 - - - $ $ 64 $ (28) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 36 $ 10

904 957 5.86 970 (1.34) TOTAL VEHICLE MILES 11,355 11,373 0.16 11,239 1.19

1,193 1,111 (6.87) 1,153 (3.64) REVENUE PASSENGER JOURNEYS 14,103 13,762 (2.42) 14,215 (3.19)

Page 3.1 7/18/2014 (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY VICTORY DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED JUNE 30, 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 $ 1,869 $ (15) (0.80) Passenger Revenue $ 1,966 $ 1,854 $ (112) (5.70) (47) 49 Investment Income 1 2 1 171 4 2.34 Other Income 143 175 32 22.38 1,993 38 1.91 TOTAL REVENUE AVAILABLE FOR OPERATIONS 2, 110 2,031 __ (79) (3.74)

OPERATING EXPENSES 5,735 437 7.62 Labor & Fringe Benefits 5,277 5,298 (21) (040) 1,391 (2,098) Material & Services 1,344 3,489 (2,145) (623) (961) Injuries & Damages 260 338 (78) (30.00) 103 31 30.10 Propulsion Power 105 72 33 3143 7 (4) (57.14) Fixed Rent 10 11 (1) (10.00) 398 (47) (11.81) Fuel 439 445 (6) (1.37) 30 14 46.67 Depreciation 16 16 7,041 (2,628) (37.32) TOTAL OPERATING EXPENSES 7,451 9,669 (2,218) (29.77)

(5,048) (2,590) (51.31) DEFICIT BEFORE SUBSIDIES (5,341) (7,638) (2,297) (43.01)

OPERATING SUBSIDIES 342 88 25.73 Federal 289 430 141 48.79 3,950 2,293 58.05 State 4,381 6,243 1,862 42.50 593 305 5143 Local 660 898 238 36.06 135 (2) (148) Lease CosUDebt Service 11 133 122 - Other - Route Guarantees 5,020 2,684 5347 TOTAL OPERATING SUBSIDIES 5,341 7,704 2,363 44.24

(28) 94 SURPLUS/(DEFICIT) AFTER SUBSIDIES 66 66

ill. Unrealized Investment Gain/(Loss) (2) (2)

$ (28) $ 92 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 64 $ 64

Page 3.2 7/18/2014 (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY VICTORY DIVISION DETAIL INCOME STATEMENT TWELVE MONTHS ENDED JUNE 30. 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 $ 21,894 $ 972 4.44 Passenger Revenue $ 23,046 $ 22,866 $ (180) (0.78) (27) 56 Investment Income 19 29 10 52.63 ~ 272 14.21 Other Income 1,863 2, 186 323 17.34 23,781 1,300 5.47 TOTAL REVENUE AVAILABLE FOR OPERATIONS 24,928 ____s081 153 0.61

OPERATING EXPENSES 63,855 (1,471) (2.30) Labor & Fringe Benefits 63,702 65,326 (1,624) (2.55) 17,592 (2,203) (12.52) Material & Services 17,039 19,795 (2,756) (16.17) 2,850 269 9.44 Injuries & Damages 3,373 2,581 792 23.48 1,445 (238) (16.47) Propulsion Power 1,430 1,683 (253) (17.69) 94 (15) (15.96) Fixed Rent 116 109 7 6.03 5,117 (191) (3.73) Fuel 5,391 5,308 83 1.54 194 8 4.12 Depreciation 196 186 10 5.10 9.:!.J.iz._ (3,841) (4.21) TOTAL OPERATING EXPENSES 91,247 94,988 (3,741) (4 10)

(67,366) (2,541) (3.77) DEFICIT BEFORE SUBSIDIES (66,319) (69,907) (3,588) (5.41)

OPERATING SUBSIDIES 3,808 139 3.65 Federal 3,582 3,947 365 10.19 55,065 2, 117 3.84 State 54,438 57, 182 2,744 5.04 8,260 279 3.38 Local 8,169 8,539 370 4.53 243 9 3.70 Lease CosUDebt Service 130 252 122 93.85 Other - Route Guarantees 67,376 2,544 3.78 TOTAL OPERATING SUBSIDIES 66,319 69,920 3,601 5.43

10 3 (30.00) SURPLUS/(DEFICIT) AFTER SUBSIDIES - 13 13

23 Unrealized Investment Gain/(Loss) 23 23 $ 10 $ ----- 26 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ ---- $ 36 $ 36

Page 3.3 7/18/2014 FINANCIAL REPORT - JUNE 2014

GROUP 4 - FRONTIER DIVISION

(4.1) Comparative Statement of Income (4.2) Detail Income Statement - (One Month) (4.3) Detail Income Statement - (YTD) (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FRONTIER DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED JUNE 30 2014

(THOUSANDS)

ONE MONTH ENDED JUNE 30, 2014 TWELVE MONTHS ENDED JUNE 30, 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 $ 501 $ 565 12.77 $ 461 22.56 Passenger Revenue $ 6,206 $ 6,512 4.93 $ 5,764 12.98 55 61 10.91 51 19.61 Other Operating Revenue 652 635 (2.61) 645 (1.55)

556 626 12.59 512 22.27 TOTAL REVENUE AVAILABLE FOR OPERATIONS 6,858 7, 147 4.21 6,409 11.52

2,772 2,934 (5.84) 3,257 9.92 OPERATING EXPENSES 33,785 33,725 0.18 32,982 (2.25) (2,216) (2,308) (4.15) (2,745) 15.92 DEFICIT BEFORE SUBSIDIES (26,927) (26,578) 1.30 (26,573) (0 02)

2,216 2,334 5.32 2,733 (14.60) OPERATING SUBSIDIES 26,927 26,584 (1.27) 26,575 0.03

26 (12) SURPLUS/(DEFICIT) AFTER SUBSIDIES 6 2

(1) Unrealized Investment Gain/(Loss) - 6 $ $ 25 $ (12) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 12 $ 2

416 433 4 09 423 2.36 TOTAL VEHICLE MILES 5,094 5,259 3.24 5,220 0.75

278 297 6.83 279 645 REVENUE PASSENGER JOURNEYS 3,487 3,442 (1.29) 3,565 (345)

Page 4.1 7/18/2014 (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FRONTIER DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED JUNE 30, 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 $ 461 $ 104 22.56 Passenger Revenue $ 501 $ 565 $ 64 12.77 (13) 14 Investment Income 1 1 64 (4) (6.25) Other Income 54 60 6 11.11 512 114 22.27 TOTAL REVENUE AVAILABLE FOR OPERATIONS 556 626 70 12.59

OPERATING EXPENSES 2,029 365 17.99 Labor & Fringe Benefits 2,069 1,664 405 19.57 141 (1,235) Material & Services 291 1,376 (1,085) 815 1,244 Injuries & Damages 100 (429) 529 2 (2) Fixed Rent 4 4 266 (49) (18.42) Fuel 303 315 (12) (3.96) 4 Depreciation 5 4 1 20.00 3,257 323 9.92 TOTAL OPERATING EXPENSES 2,772 2,934 (162) (5.84)

(2,745) 437 15.92 DEFICIT BEFORE SUBSIDIES (2,216) (2,308) (92) (4.15)

OPERATING SUBSIDIES 177 (50) (28.25) Federal 116 127 11 9.48 2,179 (342) (15.70) State 1,784 1,837 53 2.97 327 (65) (19.88) Local 264 262 (2) (0.76) 54 5 9.26 Lease CostJDebt Service 3 59 56 .(i)_ 53 Other - Route Guarantees 49 49 2.~ (399) (14 60) TOTAL OPERATING SUBSIDIES 2,216 2,334 118 5.32

(12) 38 SURPLUS/(DEFICIT) AFTER SUBSIDIES 26 26

ill Unrealized Investment Gain/(Loss) (1) (1)

$ (12) $ 37 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 25 $ 25

Page 4.2 7/18/2014 (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FRONTIER DIVISION DETAIL INCOME STATEMENT TWELVE MONTHS ENDED JUNE 30. 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 $ 5,764 $ 748 12.98 Passenger Revenue $ 6,206 $ 6,512 $ 306 4.93 (6) 15 Investment Income 6 9 3 50.00 651 (25) (3 84) Other Income 646 626 (20) (3.10) 6,409 738 11.52 TOTAL REVENUE AVAILABLE FOR OPERATIONS __ 6_,858 7,147 289 4.21

OPERATING EXPENSES 24,578 (126) (0.51) Labor & Fringe Benefits 24,959 24,704 255 1.02 2,548 (2,710) Material & Services 3,729 5,258 (1,529) (41.00) 2,126 2,152 Injuries & Damages 1,292 (26) 1,318 35 (6) (17.14) Fixed Rent 44 41 3 6.82 3,645 (53) (1.45) Fuel 3,708 3,698 10 0.27 50 Depreciation 53 50 3 5.66 32,982 (743) (2.25) TOTAL OPERATING EXPENSES 33,785 33,725 60 0.18

(26,573) .®. (0.02) DEFICIT BEFORE SUBSIDIES (26,927) (26,578) 349 1.30

OPERATING SUBSIDIES 1,415 53 3.75 Federal 1,422 1,468 46 3.23 21,222 44 0.21 State 21,642 21,266 (376) (1.74) 3,183 (7) (0.22) Local 3,243 3,176 (67) (2.07) 84 9 10.71 Lease Cost/Debt Service 37 93 56 671 (90) (13.41) Other - Route Guarantees 583 581 (2) (0.34) 26,575 9 0.03 TOTAL OPERATING SUBSIDIES 26,927 26,584 (343) (1.27)

2 4 SURPLUS/(DEFICIT) AFTER SUBSIDIES 6 6

6 Unrealized Investment Gain/(Loss) 6 6

$ 2 $ 10 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 12 $ 12

Page 4.3 7/18/2014 FINANCIAL REPORT - JUNE 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) (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY REGIONAL RAIL DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED JUNE 30. 2014

(THOUSANDS)

ONE MONTH ENDED JUNE 30, 2014 TWELVE MONTHS ENDED JUNE 30, 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 $ 11,965 $ 12,305 2.84 $ 11,668 5.46 Passenger Revenue $ 142,586 $ 148,923 4.44 $ 137,366 8.41 1,268 1,098 (13.41) (118) Other Operating Revenue 15,217 12,462 (18.10) 13,039 (4.43)

13,233 13,403 1.28 11,550 16.04 TOTAL REVENUE AVAILABLE FOR OPERATIONS 157,803 161,385 2.27 150,405 7.30

27,911 24,090 13.69 20,470 (17.68) OPERA TING EXPENSES 310,306 296,824 4.34 294,761 (0 70) (14,678) (10,687) 27.19 (8,920) (19.81) DEFICIT BEFORE SUBSIDIES (152,503) (135,439) 11.19 (144,356) 6.18

14,678 10,774 (26.60) 8,881 21.32 OPERATING SUBSIDIES 152,503 135,456 {11.18) 144,370 (6 17) -

87 (39) SURPLUS/(DEFICIT) AFTER SUBSIDIES 17 14

129 - Unrealized Investment Gain/(Loss) 112

$ $ 216 $ (39) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 129 $ 14

1,690 1,684 (0.36) 1,604 4.99 TOTAL VEHICLE MILES 20,553 20,373 (0.88) 19,990 1.92

2,965 3,005 1.35 2,943 2.11 REVENUE PASSENGER JOURNEYS 35,353 36,658 3.69 36,022 1 77

Page 5.1 7/18/2014 (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY REGIONAL RAIL DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED JUNE 30, 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 $ 11,668 $ 637 5.46 Passenger Revenue $ 11,965 $ 12,305 $ 340 2.84 (352) 380 Investment Income 47 28 (19) (40.43) 234 836 Other Income 1,221 1,070 (151) (12.37) 11,550 1,853 16.04 TOTAL REVENUE AVAILABLE FOR OPERATIONS 13,233 13,403 170 1.28

OPERATING EXPENSES 9,710 (4,973) (51.22) Labor & Fringe Benefits 18,072 14,683 3,389 18.75 7,257 189 2.60 Material & Services 6,921 7,068 (147) (2.12) 1,359 1,092 80.35 Injuries & Damages 374 267 107 28.61 1,457 (55) (3.77) Propulsion Power 1,583 1,512 71 4.49 63 2 3.17 Fixed Rent 49 61 (12) (24.49) 48 (14) (29.17) Fuel 55 62 (7) (12.73) 576 139 24.13 Depreciation 857 437 420 49.01 20.470 (3,620)_ (17.68) TOTAL OPERATING EXPENSES 27,911 24,090 3,821 13.69

(8,920) (1,767) (19.81) DEFICIT BEFORE SUBSIDIES (14,678) (10,687) 3,991 27.19

OPERATING SUBSIDIES 327 58 17.74 Federal 538 385 (153) (28.44) 3,610 1,979 54.82 State 8,150 5,589 (2,561) (31.42) 542 246 45.39 Local 1,226 788 (438) (35.73) 4,314 (452) (10.48) Lease Cost/Debt Service 4,687 3,862 (825) (17.60) 88 62 70.45 Other - Route Guarantees 77 150 73 94.81 8.~ 1,893 21.32 TOTAL OPERATING SUBSIDIES 14,678 10,774 (3,904) (26.60)

(39) 126 SURPLUS/(DEFICIT) AFTER SUBSIDIES 87 87

129 Unrealized Investment Gain/(Loss) 129 129

$ (39) $ 255 SURPLUS/(OEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ - $ 216 $ 216

Page 5.2 7/18/2014 (UNAUDITED) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY REGIONAL RAIL DIVISION DETAIL INCOME STATEMENT TWELVE MONTHS ENDED JUNE 30, 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 $ 137,366 $ 11,557 8.41 Passenger Revenue $ 142,586 $ 148,923 $ 6,337 4.44 470 (50) (10.64) Investment Income 558 420 (138) (24.73) 12,569 (527) (4.19) Other Income 14,659 12,042 (2,617) (17.85) 150,405 10,980 7.30 TOTAL REVENUE AVAILABLE FOR OPERATIONS 157,803 161,385 3,582 2.27

OPERATING EXPENSES 179,895 (5,231) (2.91) Labor & Fringe Benefits 190,132 185,126 5,006 2.63 79,085 (4,640) (5.87) Material & Services 84,616 83,725 891 1.05 7,584 5,316 70.09 Injuries & Damages 4,856 2,268 2,588 53.29 18,300 (936) (5.11) Propulsion Power 19, 170 19,236 (66) (0.34) 538 (95) (17.66) Fixed Rent 586 633 (47) (8.02) 591 (22) (3.72) Fuel 713 613 100 14.03 8,768 3,545 40.43 Depreciation 10,233 5,223 5,010 48.96 294,761 (2,063) (0.70) TOTAL OPERATING EXPENSES 310,306 ~6.824 13.482 4.34

(144,356)_ 8,917 6.18 DEFICIT BEFORE SUBSIDIES (152,503) (135,439) 17,064 11.19

OPERATING SUBSIDIES 5,631 (544) (9.66) Federal 5,294 5,087 (207) (3.91) 74,680 (994) (1.33) State 80,452 73,686 (6,766) (8.41) 11,203 (200) (1.79) Local 12,071 11,003 (1,068) (8.85) 51,916 (7,211) (13.89) Lease CosUDebt Service 53,760 44,705 (9,055) (16.84) 940 35 3.72 Other - Route Guarantees 926 975 49 5.29 144,370 (8,914) (6.17) TOTAL OPERATING SUBSIDIES 152,503 135,456 (17,047) (11 18)

14 3 (21.43) SURPLUS/(DEFICIT) AFTER SUBSIDIES 17 17

112 Unrealized Investment Gain/(Loss) 112 112

$ 14 $ 115 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 129 $ 129

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