Finance Committee Meeting June 2016 Committee Members T. Prendergast, Chair F. Ferrer, Vice Chair J. Ballan J. Banks, III R. Bickford A. Cappelli J. Kay C. Moerdler M. Pally J. Sedore, Jr. P. Trottenberg E. Watt* C. Wortendyke N. Zuckerman* Finance Committee Meeting 2 Broadway, 20th Floor Board Room New York, NY 10004 Monday, 6/20/2016 12:00 - 1:15 PM ET 1. PUBLIC COMMENTS PERIOD 2. APPROVAL OF MINUTES – MAY 23, 2016 Finance Committee Minutes - Page 4 3. 2016 COMMITTEE WORK PLAN 2016 Work Plan - Page 12 4. BUDGETS/CAPITAL CYCLE BudgetWatch (Handout) Finance Watch Finance Watch - Page 20 5. MTA HEADQUARTERS & ALL-AGENCY ITEMS Action Items Authorization to Issue MTA Hudson Rail Yards Trust Obligations - Page 32 PWEF Assessment - Page 210 Report and Information Items Information Technology Report Presentation (Exhibit Book and MTA.Info) Procurement Transformation Update Presentation (Exhibit Book & MTA.Info) Contract Change Order Report - Page 211 DRAFT 1st Quarter 2016 MTA Financial Statement (Exhibit Book and MTA.info) Procurements MTAHQ Procurement Report - Page 214 MTAHQ Competitive Procurements - Page 216 6. METRO-NORTH RAILROAD & LONG ISLAND RAIL ROAD MNR Procurements - Page 222 LIRR Procurements - Page 226 7. NEW YORK CITY TRANSIT, and MTA BUS OPERATIONS NYCT - Page 228 8. BRIDGES AND TUNNELS (No Items) 9. FIRST MUTUAL TRANSPORTATION ASSURANCE COMPANY (No Items) 10. MTA CONSOLIDATED REPORTS Statement of Operations - Page 230 Overtime - Page 238 Report on Subsidies - Page 242 Positions - Page 249 Subsidy, Interagency Loans and Stabilization Fund Transactions - Page 252 Farebox Recovery Ratios - Page 255 MTA Ridership - Page 256 Fuel Hedge Program - Page 280 11. REAL ESTATE AGENDA Action Items Real Estate Action Items - Page 284 Report and Information Items Real Estate Info Items - Page 298 Date of next meeting: July 25, 2016 Minutes of the MTA Finance Committee Meeting May 23, 2016 2 Broadway, 20th Floor Board Room New York, NY 10004 12:30 PM The following Finance Committee members attended: Hon. Fernando Ferrer, Vice Chair Hon. Jonathan A. Ballan Hon. Allen P. Cappelli Hon. Jeffrey A. Kay Hon. Charles G. Moerdler Hon. Mitchell H. Pally Hon. James L. Sedore, Jr. Hon. Neil Zuckerman The following Finance Committee members did not attend: Hon. Thomas F. Prendergast, Chairman Hon. John H. Banks III Hon. Robert C. Bickford Hon. Polly Trottenberg Hon. Ed Watt Hon. Carl V. Wortendyke The following Board Members were also present: Hon. Andrew Albert Hon. Susan G. Metzger Hon. John J. Molloy The following MTA staff attended: Robert Foran Douglas Johnson Paul Acerra Jeffrey Rosen Angel Barbosa Vice Chair Ferrer called the May 23, 2016 meeting of the Finance Committee to order at 12:59 PM. I. Public Comments There was one public speaker. Mr. Murray Bodin discussed issues related to the use of red flashing lights at railroad crossings his concern that these flashing red lights create dangerous conditions for drivers. He further expressed a preference for regular traffic lights to be utilized at these crossings instead. ________________________________________________________________________________ Master Page # 4 of 309 - Finance Committee Meeting 6/20/2016 II. Approval of Minutes The Committee approved the minutes to its prior meeting held on April 18, 2016. III. Committee Work Plan There were no changes to the Committee Work Plan. IV. Budgets/Capital Cycle A. BudgetWatch Mr. Douglas Johnson presented BudgetWatch (see the MTA website for the entire BudgetWatch: http://web.mta.info/mta/ind-finance/budgetwatch.pdf). Mr. Johnson noted that reporting in BudgetWatch focuses on April operating results and subsidy results through May. Operating Revenues: Mr. Johnson reported that for April, passenger revenues were unfavorable by $13.1 million, or 2.6%. Overall YTD results remain below budget by $36 million primarily due to lower NYCT farebox revenue during January and February inclement weather and that overall ridership has fallen short of budgeted growth projections. Mr. Johnson noted that toll revenues was positive in April which increased the YTD variance to $24.5 million favorable, offsetting roughly two-thirds of the shortfall in passenger revenue. Operating Expenses: Overall expenses were $61.2 million or 7.1% favorable for April, which increased the YTD favorable variance to $151.5 million, or 4.3%. Mr. Johnson noted that savings have come primarily from lower costs for labor, fringe benefits, and energy, as well as the timing of costs for contractual services. Debt Service: Mr. Johnson reported that debt service costs are running favorable due to lower rates and the issuance of less debt. Subsidies: Mr. Johnson reported with the exception of the Payroll Mobility Tax (PMT), subsidies have been flowing approximately at budgeted levels. PMT collections in May, however, were $55.6 million, or 35.4%, below budget for the month which resulted in a conversion of YTD results from being favorable through April to $34.8 million unfavorable through May. He further noted that at this time, it is unclear whether the variance is due to an actual shortage or whether it is the result of differences relative to the budgeted timing assumptions. Overall: Mr. Johnson summarized that YTD there are mostly positive results, with positive results from toll revenue, expenses, and debt service and negative results from PMT and passenger revenues. Discussion: Mr. Moerdler inquired regarding ridership comparisons year to year. Mr. Johnson commented that current ridership levels are close to the numbers from last year but are short of 2016 budgeted levels, which assumed growth over 2015. NYCT is reviewing ridership and will make adjustments to the forecast for the July Plan. Ridership is being reviewed at the other operating agencies as well. Mr. Albert and Mr. Zuckerman inquired regarding PMT and possible ________________________________________________________________________________ Master Page # 5 of 309 - Finance Committee Meeting 6/20/2016 reasons for the shortfall in collections as compared to budgeted and whether counties may not be reporting and what drivers are indicated in the PMT. Mr. Johnson noted that the PMT receipts are driven by payroll in the MTA service region; however, they do not necessarily follow consistent monthly collection patterns. This can result in performance variability from month to month. B. FinanceWatch Mr. Paul Acerra presented FinanceWatch (see pages 18 through 27 of the Committee book for the complete FinanceWatch report). Transportation Revenue Bonds Subseries 2012A-2 Remarketing: Mr. Acerra reported on the remarketing of $50.0 million Transportation Revenue Bonds Subseries 2012A-2 that were remarketed on a competitive basis. The bonds will remain in Term Rate Mode as Floating Rate Tender Notes with a purchase date of June 1, 2019. The winning bid was made by Jefferies LLC, with 0.580%. Fuel Hedge: Mr. Acerra reported that on April 28, 2016, MTA executed a hedge for ultra-low sulfur diesel fuel, for approximately 2.91 million gallons, with Macquarie Group at all-in price of $1.554/gallon. Three of MTA’s eligible commodity counterparties participated in competitive bidding: Goldman, Sachs & Co./ J Aron, J.P. Morgan Ventures Energy Corporation and Macquarie Group. The hedge covers the period from April 2017 through March 2018. Dedicated Tax Fund Green Bonds: Mr. Acerra reported on the Dedicated Tax Fund Green Bonds, Series 2016B (Climate Bond Certified) transaction that was priced during the previous week. The bonds were issued with a par of $588 million, including $413.4 million that retired the 2015A DTF Bond Anticipation Notes and $174.9 million that refunded certain outstanding DTF bonds from the 2009A and 2009B series. Mr. Acerra noted that the refunding bonds were added due to favorable market conditions and interest rates, and the par amount of refunded bonds was approximately $192.1 million, with a present value (PV) savings of $39.3 million, or approximately 21% savings of refunded bonds. The transaction was led by book-running senior manager BofA Merrill Lynch, together with special co-senior managers, MBE firm Loop Capital Markets, the MWBE joint venture team of Siebert Brandford Shank & Co., LLC and Morgan Stanley, and Service Disable Veteran-Owned firm Drexel Hamilton, LLC. Annual Disclosure Filing: Mr. Acerra reported that MTA’s annual disclosure filings (Combined Continuing Disclosure Filings) were made in a timely fashion and posted on EMMA on April 29, 2016, and are also available on the MTA investor website. Mr. Acerra thanked MTA’s Finance Counsel, Disclosure Counsel, and all of the agencies for their efforts and assistance in completing the annual disclosure filings. Discussion: Mr. Ballan congratulated the team for the refunding savings and inquired whether MTA is actively pursuing additional refunding opportunities. Mr. Acerra confirmed that the Finance Department is monitoring the market and refunding candidates regularly on daily basis so staff may quickly act when these opportunities present themselves, whether they manifest as separate transactions or are added to new money and remarketing transactions when MTA is in the market. Mr. Ballan and Mr. Ferrer inquired regarding the status of the RFPs for Underwriters and Financial Advisors. Mr. Acerra noted that the RFP for Underwriters is currently being scored, and it is anticipated that recommendations will be brought to the Board in September. Mr. Acerra ________________________________________________________________________________ Master