Triborough Bridge and Tunnel Authority Financial Statements as of and for the Years Ended December 31, 2013 and 2012, Required Supplementary Information, and Independent Auditor’s Report TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT 1–2 MANAGEMENT’S DISCUSSION AND ANALYSIS (UNAUDITED) 3–13 FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012: Statements of Net Position Statements of Revenues, Expenses, and Changes in Net Position 14–15 16 Statements of Cash Flows 17–18 Notes to Financial Statements 19–60 REQUIRED SUPPLEMENTARY INFORMATION (UNAUDITED): Schedule of Funding Progress — Postemployment Healthcare Plan 62 Deloitte & Touche LLP 30 Rockefeller Plaza New York, NY 10112-0015 USA Tel: +1 212 492 4000 Fax: +1 212 492 5000 www.deloitte.com INDEPENDENT AUDITOR’S REPORT To the Members of the Board of Metropolitan Transportation Authority Report on the Financial Statements We have audited the accompanying statements of net position of the Triborough Bridge and Tunnel Authority (the “Authority”), a public benefit corporation which is part of the related financial reporting group of Metropolitan Transportation Authority (“MTA”), as of December 31, 2013 and 2012, and the related statements of revenues, expenses, and changes in net position and cash flows for the years then ended, and the related notes to the financial statements, which collectively comprise the Authority’s financial statements as listed in the table of contents. Managements’ Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Authority’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Authority’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Member of Deloitte Touche Tohmatsu Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the net position of the Authority as of December 31, 2013 and 2012, and the respective changes in net position and cash flows thereof for the years then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of a Matter As described in Note 2 to the financial statements, in 2013 the Authority adopted Governmental Accounting Standards Board (“GASB”) Statement No. 65, Items Previously Reported as Assets and Liabilities. Our opinion is not modified with respect to this matter. Other Matters Accounting principles generally accepted in the United States of America require that the Management’s Discussion and Analysis on pages 3 through 13 and the Schedule of Funding Progress-Postemployment Healthcare Plan on page 62 be presented to supplement the financial statements. Such information, although not a part of the financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the financial statements, and other knowledge we obtained during our audits of the financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. April 30, 2014 -2- TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY MANAGEMENT’S DISCUSSION AND ANALYSIS (UNAUDITED) YEARS ENDED DECEMBER 31, 2013 AND 2012 (In thousands) 1. OVERVIEW OF THE FINANCIAL STATEMENTS Introduction The following is a narrative overview and analysis of the financial activities of Triborough Bridge and Tunnel Authority (“MTA Bridges and Tunnels”) for the years ended December 31, 2013 and 2012. This discussion and analysis is intended to serve as an introduction to MTA Bridges and Tunnels’ financial statements which have the following components: (1) Management’s Discussion and Analysis (“MD&A”), (2) Financial Statements and (3) Notes to the Financial Statements. Management’s Discussion and Analysis This MD&A provides an assessment of how MTA Bridges and Tunnels’ position has improved or deteriorated and identifies the factors that, in management’s view, significantly affected MTA Bridges and Tunnels’ overall financial position. It may contain opinions, assumptions, or conclusions by MTA Bridges and Tunnels’ management that should not be considered a replacement for and must be read in conjunction with the financial statements. The Financial Statements Include The Statements of Net Position provide information about the nature and amounts of resources with present service capacity that the MTA Bridges and Tunnels presently controls (assets), consumption of net assets by the MTA Bridges and Tunnels that is applicable to a future reporting period (deferred outflow of resources), present obligations to sacrifice resources that the MTA Bridges and Tunnels has little or no discretion to avoid (liabilities), and acquisition of net assets by the MTA Bridges and Tunnels that is applicable to a future reporting period (deferred inflow of resources) with the difference between assets/deferred outflows of resources and liabilities/deferred inflows of resources being reported as net position. The Statements of Revenues, Expenses and Changes in Net Position show how MTA Bridges and Tunnels’ net position changed during each year and accounts for all of the current and prior year’s revenues and expenses, measure the success of MTA Bridges and Tunnels’ operations over the twelve months and can be used to determine how MTA Bridges and Tunnels has funded its costs. The Statements of Cash Flows provide information about MTA Bridges and Tunnels’ cash receipts, cash payments, and net changes in cash resulting from operations, noncapital financing, capital and related financing, and investing activities. The Notes to the Financial Statements Provide Information that is essential to understanding the financial statements, such as MTA Bridges and Tunnels’ basis of presentation, and significant accounting policies, details of cash and investments, capital assets, employee benefits, long-term debt, lease transactions, future commitments and contingencies, and subsequent events of MTA Bridges and Tunnels. -3- The notes to the financial statements also describe any other events or developing situations that could materially affect MTA Bridges and Tunnels’ financial position. Required Supplementary Information: The Required Supplementary Information provides information concerning MTA Bridges and Tunnels’ progress in funding its obligation to provide other postemployment benefits to its employees. 2. FINANCIAL REPORTING ENTITY Triborough Bridge and Tunnel Authority is a public benefit corporation, separate and apart from the State of New York, without any power of taxation. Triborough Bridge and Tunnel Authority is empowered to operate and maintain nine toll bridges and tunnels and the Battery-Parking Garage, all located in New York City. The board members of the Metropolitan Transportation Authority (“MTA”) also serve as the Board of Triborough Bridge and Tunnel Authority. Triborough Bridge and Tunnel Authority operates under the name of MTA Bridges and Tunnels. The MTA is a component unit of the State of New York. MTA Bridges and Tunnels’ operations and capital costs (debt obligations) for its bridges and tunnels are paid by the revenues it generates from its facilities. MTA Bridges and Tunnels’ surplus amounts are used to fund transit and commuter operations and finance capital projects for the transit and commuter systems operated by other affiliates and subsidiaries of the MTA. 3. CONDENSED FINANCIAL INFORMATION The following sections will discuss the significant changes in MTA Bridges and Tunnels’ financial position for the years ended December 31, 2013 and 2012. Additionally, an examination of major economic factors and industry trends that have contributed to these changes is provided. It should be noted that for purposes of the MD&A, summaries of the financial statements and the various exhibits presented are in conformity with MTA Bridges and Tunnels’ financial statements, which are presented in accordance with accounting principles generally accepted in the United States of America. (In thousands) As of December 31, ASSETS AND DEFERRED OUTFLOWS OF RESOURCES Current Assets Noncurrent Assets Deferred Outflows of Resources Total Assets and Deferred Outflows of Resources 2013 2012 Increase/(Decrease) 2011 2013 - 2012 2012 - 2011 $ (119,900) $ 573,435 $ 652,314 $ 772,214 $ 198,779 4,443,358 4,383,088 4,762,335 60,270 (379,247) 323,463 195,745 264,090 127,718 (68,345) $ 5,419,135 $ 5,351,047 $ 5,225,204 -4- $ 68,088 $ 125,843 Significant Changes in Assets and Deferred Outflows of Resources: December 31, 2013 versus 2012: Total Assets increased by $68,088 for the year ended December 31, 2013. Current assets decreased by $119,900 for the year ended December 31, 2013. The decrease was primarily due to a decrease in accounts receivable, net of allowance of $134,067 due to estimated and probable insurance recoveries of $126,325 recorded as non-current which are not expected to be collected within one year of December 31, 2013. As of December 31, 2012, estimated and probable insurance recoveries were expected to be collected within one year, however as the claim has evolved and better information has become available from the third party reinsurance companies, this is no longer likely. In addition, there was a decrease in restricted short-term investments by MTA Treasury of $44,487. These decreases were offset by an increase in unrestricted short-term investments by MTA Treasury of $50,837. Noncurrent assets increased by $60,270 for the year ended December 31, 2013. Two factors were primarily responsible for this change. First, there was an increase in capital assets, net of accumulated depreciation of $231,735. Second, there was an increase in accounts receivable primarily due to estimated and probable insurance recoveries of $126,325 recorded as non-current which are not expected to be collected within one year of December 31, 2013. As of December 31, 2012, estimated and probable insurance recoveries were expected to be collected within one year, however as the claim has evolved and better information has become available from the third party reinsurance companies, this is no longer likely. These increases were offset by a decrease in unamortized bond issuance costs of $304,782 due to an accounting change required by the adoption of GASB Statement No. 65 which required that unamortized losses on refunding of debt be shown as deferred outflow of resources and bond issuance costs are expensed immediately when incurred. There was an increase in deferred outflows of resources of $127,718 due to an accounting change required by the adoption of GASB Statement No. 65 which required that unamortized losses on refunding of debt be shown as deferred outflow of resources. At December 31, 2013, $229,217 of unamortized losses on debt refunding are now reflected as deferred outflows of resources. Offsetting this accounting change was a decrease in the change in fair market value of derivative instruments of $101,499. December 31, 2012 versus 2011: Total Assets increased by $125,843 for the year ended December 31, 2012. Current assets increased by $573,435 for the year ended December 31, 2012. The increase was primarily due to an increase in restricted short-term investments by MTA Treasury of $422,410. In addition, there was an increase in accounts receivable, net of allowance of $134,622 primarily due to the recognition of estimated and probable insurance recoveries of $126,325. There was also an increase in unrestricted short-term investments by MTA Treasury of $21,693. These increases were offset by decreases in cash of $4,543 and due from MTA of $3,771. Noncurrent assets decreased by $379,247 for the year ended December 31, 2012. Three factors were primarily responsible for this change. First, there was a decrease in restricted long-term investments by MTA Treasury of $340,045. In addition, there were decreases in unrestricted long-term investments of $32,298 and in bond issuance costs of $24,360. These decreases were offset by an increase in capital assets, net of accumulated depreciation of $15,317. There was a decrease in deferred outflows from derivative instruments of $68,345 resulting from changes in the fair market value of the derivative instruments classified as effective’s hedges. -5- (In thousands) TOTAL LIABILITIES Current Liabilities Noncurrent Liabilities Total Liabilities 2013 $ 734,541 As of December 31, 2012 $ 2011 705,998 $ 632,680 9,295,459 9,309,251 9,275,617 $ 10,030,000 $ 10,015,249 $ 9,908,297 Increase/(Decrease) 2013 - 2012 2012 - 2011 $ 28,543 (13,792) $ 14,751 $ 73,318 33,634 $ 106,952 Significant Changes in Liabilities: December 31, 2013 versus 2012: Total Liabilities increased by $14,751 for the year ended December 31, 2013. Current liabilities increased by $28,543 for the year ended December 31, 2013. There was an increase in the current portion of long-term debt of $27,455. In addition, there were increases in prepaid tolls revenue of $15,196, accrued salaries of $14,010, and the current portion of estimated liability arising from injuries to persons of $10,114. These increases were offset by a decrease in the amount payable to NYCTA of $29,980, resulting from MTA Bridges and Tunnels’ repayment for the execution of swap termination transactions with Citigroup Financial Products Inc. (See Note 20). Also, there was a decrease in accounts payable of $17,371. Noncurrent liabilities decreased by $13,792 for the year ended December 31, 2013. Three factors were primarily responsible for this change. First, there was a decrease in derivative liabilities of $96,138. This decrease was offset by increases in the liability for other postemployment benefits other than pensions of $59,267 and in long-term debt of $30,733, net of bond redemptions. See debt footnote 11 for further details. December 31, 2012 versus 2011: Total Liabilities increased by $106,952 for the year ended December 31, 2012. Current liabilities increased by $73,318 for the year ended December 31, 2012. There was an increase in the amount due the NYCTA of $25,787, primarily as a result of MTA Bridges and Tunnels’ execution of swap termination transactions with Citigroup Financial Products Inc. (See Note 20). In addition, there was an increase in prepaid tolls revenue of $20,531. Also, there were increases in accounts payable of $18,253, current portion of long-term debt of $9,989 and accrued salaries of $9,367. These increases were offset by a decrease in the amount due the MTA of $7,003. Noncurrent liabilities increased by $33,634 for the year ended December 31, 2012. Four factors were primarily responsible for this change. There was an increase in the liability for other postemployment benefits other than pensions of $73,654 and an increase in long-term debt of $22,911, net of bond redemptions. See long term debt footnotes for further details. These increases were offset by decreases in derivative liabilities of $55,484 and derivative liabilities-off market elements of $10,978 primarily as a result of MTA Bridges and Tunnels’ execution of swap termination transactions with Citigroup Financial Products Inc. (See Note 20). -6- (In thousands) TOTAL NET POSITION 2013 Net investment in capital assets Restricted Unrestricted Total net position $ 693,234 569,603 (5,873,702) $ (4,610,865) As of December 31, 2012 $ 532,002 612,438 (5,808,642) $ (4,664,202) 2011 $ Increase/(Decrease) 2013 - 2012 2012 - 2011 967,403 530,073 (6,180,569) $ $ 161,232 (42,835) (65,060) $ (4,683,093) $ 53,337 $ (435,401) 82,365 371,927 $ 18,891 The negative net position has resulted from assets transferred to MTA and TA, on prior years’ debt financing incurred on their behalf. Significant Changes in Net Position: December 31, 2013 versus 2012: In 2013, the total net position increase of $53,337 is comprised of operating income of $1,125,904, less nonoperating expenses of $338,054, less transfers out (net) of $614,046 (principally operating surplus) and less a restatement of beginning net position for 120,467 as a result of adopting GASB Statement No. 65. December 31, 2012 versus 2011: In 2012, the total net position increase of $18,891 is comprised of operating income of $920,349, less nonoperating expenses of $404,368 and less transfers out (net) of $497,090 (principally operating surplus). -7- Condensed Statements of Revenues, Expenses, and Changes in Net Position (In thousands) 2013 OPERATING REVENUES OPERATING EXPENSES OPERATING INCOME TOTAL NET NONOPERATING EXPENSES: INCOME BEFORE CONTRIBUTIONS AND TRANSFERS TRANSFERS IN - MTA TRANSFERS OUT CHANGES IN NET POSITION NET POSITION - BEGINNING RESTATEMENT OF BEGINNING NET POSITION NET POSITION - ENDING Years Ended December 31, 2012 2011 $ 1,663,553 (537,649) $ 1,508,661 (588,312) 1,125,904 920,349 Increase/(Decrease) 2013 - 2012 2012 - 2011 $ 1,516,523 $ (512,069) 1,004,454 154,892 $ (7,862) 50,663 (76,243) 205,555 (84,105) (338,054) (404,368) (384,594) 66,314 (19,774) 787,850 515,981 619,860 271,869 (103,879) 164 553 4,086 (389) (3,533) (614,210) (497,643) (527,658) (116,567) 30,015 173,804 18,891 96,288 154,913 (77,397) 18,891 96,288 (4,664,202) (4,683,093) - (120,467) $ (4,610,865) $ (4,664,202) (4,779,381) - $ (4,683,093) (120,467) $ 53,337 - $ 18,891 Operating Revenues For the year ended December 31, 2013, the operating revenues increased by $154,892 as compared to December 31, 2012. This increase can be primarily attributed to an increase in toll revenue of $154,211. See “Overall Financial Position and Results of Operations and Important Economic Conditions” below. For the year ended December 31, 2012, the operating revenues decreased by $7,862 as compared to December 31, 2011. This decrease can be primarily attributed to a decrease in toll revenue of $10,607. See “Overall Financial Position and Results of Operations and Important Economic Conditions” below. Revenue by Major Source MTA Bridges and Tunnels tolls accounted for 98.9% and 98.8% of operating revenues in 2013 and 2012, respectively. The remaining revenue primarily represented income from parking fees (net of operating expenses) collected at the Battery Parking Garage and fees collected from E-ZPass customers. Toll revenues were $1,645,193 and $1,490,982 for the years ended December 31, 2013 and December 31, 2012, respectively. -8- Operating Expenses Operating expenses, including depreciation, decreased for the year ended December 31, 2013, as compared to the prior year by $50,663. The decrease was primarily due to asset impairments and related expenses of $57,603. In addition, there was a decrease in retirement and other employee benefits by $15,125, principally related to postemployment benefits other than pensions. The decreases were offset by increases in maintenance and other operating contracts of $10,073 and depreciation expense of $9,503. Operating expenses, including depreciation, increased for the year ended December 31, 2012, as compared to the prior year by $76,243. The increase was primarily due to asset impairments and related expenses of $181,747, net of estimated and probable insurance recoveries of $126,325 as a direct result of MTA Bridges and Tunnels’ infrastructure losses from Tropical Storm Sandy (See Note 10). Also, there was an increase in other business expenses of $22,151 and an increase in pension costs of $8,513. These increases were offset by decreases in maintenance and other operating contracts of $24,141 and materials and supplies of $17,792. Nonoperating Revenues (Expenses) Nonoperating expenses decreased by $66,314 for the year ended December 31, 2013. This decrease was primarily due to a decrease in interest expense on the debt base of $62,989 primarily due to 2013 bond refundings. Nonoperating expenses increased by $19,774 for the year ended December 31, 2012. During 2012, MTA Bridges and Tunnels executed its right to terminate four swap transactions with Citigroup Financial Products Inc. (See Note 20) and recorded losses on swap terminations of $45,166. This increase was offset by a decrease in interest expense on the debt base of $28,343 primarily due to 2012 bond refundings as compared to the prior year. 4. OVERALL FINANCIAL POSITION AND RESULTS OF OPERATIONS AND IMPORTANT ECONOMIC CONDITIONS Economic Conditions/Results of Operations Two key economic factors that have statistically significant relationships to changes in traffic volumes are regional non-farm employment and inflation (CPI-U). Based on preliminary data from the U.S. Bureau of Labor Statistics, regional employment grew by 1.8% in 2013, which was the same growth rate seen in 2012. Inflation was 1.7% in 2013 and 2.0% in 2012. In 2013, total paid traffic was 284.5 million vehicles, which was 1.8 million, or 0.6% above volume in 2012. In October and November 2013, traffic was a combined 4.3 million vehicles, or 9.7% greater than the same period in 2012 due to the unfavorable impacts of Tropical Storm Sandy. These gains were partially offset by year-to-year declines during most of the other months, resulting primarily from harsher winter weather, the toll increase implemented in March 2013, and one less day in 2013 due to the 2012 leap year. Total snowfall in 2013 was 28.0 inches compared to only 4.0 inches in 2012. As a result, total volume over the winter months in 2013 was 1.9 million vehicles, or 2.0% below the same months in 2012. Traffic over the remaining months in 2013 showed a year-to-year decline of just 0.4% on average. Toll revenue reached $1,645.2 million in 2013, which was $154.2 million, or 10.3% above the 2012 level of $1,491.0 million. The March 2013 toll increase was the primary driver of the additional revenue. Paid MTA Bridges and Tunnels traffic in 2012 totaled 282.7 million vehicles, which was 0.8 million vehicles, or 0.3% less than total volume in 2011. In 2012, snowfall was unusually low, with total accumulations reaching only 4.0 inches over 3 days, while in 2011, 39.3 inches fell over 23 days. Year-9- to-year rainfall was also considerably lower, with 35.6 inches falling over 124 days this year compared to 65.2 inches over 121 days last year. These favorable weather impacts, along with an additional day due to the leap year, contributed toward overall traffic growth of 1.4% through October 26. However, a state of emergency was declared on October 27 as Tropical Strom Sandy approached the New York City area, and the storm hit on October 29, which had unfavorable impacts lasting through the end of the year. Traffic from October 27 through December was down 1.9%. Toll revenue reached $1,491.0 million in 2012, which was $10.6 million, or 0.7% below the 2011 level of $1,501.6 million. The E-ZPass electronic toll collection system continued to facilitate management of high traffic volumes. All categories grew on a year-to-year basis in both 2013 and 2012. Total market share was up 2.4 percentage points in 2013 and then rose by another 1.6 points in 2012: Total Average Weekday Passenger Vehicles Commercial Vehicles Average Weekend 2013 2012 2011 83.3% 85.0% 84.3% 92.0% 79.2% 81.0% 82.8% 82.1% 90.8% 76.5% 79.4% 81.3% 80.5% 90.4% 74.6% 5. SIGNIFICANT CAPITAL ASSET ACTIVITY Capital Program MTA Bridge and Tunnels’ facilities are all in a state of good repair. MTA Bridge and Tunnels’ portion of the MTA’s Capital Program for 2010-2014 totals $2,078,355 for normal replacement and system improvement projects. The commitments made during 2013 were $226,642 bringing the total commitment under the five-year plan to $1,210,997. MTA Bridge and Tunnels’ portion of the Capital Program for 2005-2009 totals $1,194,690 for normal replacement and system improvement projects. The commitments made during 2013 were $2,545, bringing the total commitments under the five-year plan to $1,132,003. MTA Bridge and Tunnels’ portion of the MTA’s Capital Program for 2000-2004 totals $981,594 bringing the total commitments under the five-year plan is $963,777. Approximately 65.5% of the projected expenditures in the 2010-2014 Capital Program will be incurred at three facilities: the Robert F. Kennedy Bridge, the Bronx-Whitestone Bridge, and the Verrazano-Narrows Bridge. Other major projects in the 2010-2014 Plan include the rehabilitation of tunnel walls, roadway drainage and firelines and ceiling repairs (Phase II) and replacement of electrical switchgear and power distribution equipment at the Brooklyn-Battery Tunnel, upper and lower level toll plazas deck rehabilitation at the Henry Hudson Bridge and a facility-wide electrical upgrade, vent building switchgear and motor control center replacement at the Queens Midtown Tunnel. Approximately 60.0% of the expenditures in the 2005-2009 Capital Program have been incurred at four facilities: the Verrazano-Narrows Bridge, the Robert F. Kennedy Bridge, the Bronx-Whitestone Bridge, and the Throgs Neck Bridge. Approximately 50.0% of the expenditures in the 2000-2004 Capital Program have been incurred at two facilities: the Robert F. Kennedy Bridge and the Bronx-Whitestone Bridge. Other major projects included roadway and drainage system rehabilitation at the Brooklyn-Battery Tunnel, rehabilitation of electrical system on suspension spans at the Verrazano-Narrows Bridge, and the replacement of all exhaust fans at the Queens Midtown Tunnel. - 10 - 6. CURRENTLY KNOWN FACTS, DECISIONS, OR CONDITIONS MTA Bridges and Tunnels Infrastructure Losses from Sandy Based on preliminary assessments by MTA Bridges and Tunnels staff and independent engineers, the estimated capital cost of repairs, mostly for damage to the tunnels, is $778 million. The cost of infrastructure repairs is expected to be covered by a combination of insurance, FEMA, MTA Bridges and Tunnel resources, including its necessary reconstruction reserve, and, if necessary, interim external borrowings. Any such interim borrowings are currently expected to be structured as bond anticipation notes under the MTA Bridges and Tunnels Senior Resolution, including the Series 2014A Notes, and amounts of such borrowings not reimbursed by the federal government or from insurance coverage are expected to be paid from the proceeds of bonds issued under the MTA Bridges and Tunnels Senior Resolution. E-ZPass Initiatives In 2013, a number of initiatives to encourage E-ZPass participation were introduced or expanded: • • • • MTA Bridges and Tunnels began selling E-ZPass “On the Go” pre-paid tags in the cash toll lanes at each facility in 2012. Through December 2013, more than 266,000 tags have been sold. MTA Bridges and Tunnels introduced the MTA Reload Card in February 2012, an initiative which makes it easier for customers to replenish their E-ZPass account with cash. Through December 2013, more than 78,408 cards have been issued to customers and approximately 13% of total cash replenishments were made using the cards. Spanish language versions of the E-ZPass application, interactive website, and the customer service telephone voice response system were introduced in January 2012. In November 2012, MTA Bridges and Tunnels introduced E-ZPass “Pay per Trip,” which enables customers to set up an E-ZPass account without a pre-paid balance. Those interested in this program pay for their tolls each day through an Automated Clearinghouse (ACH) deduction from their checking account. To date, over 18,000 account holders have signed up for this initiative. The most potentially far reaching MTA Bridges and Tunnels initiative is the pilot project at the Henry Hudson Bridge to test All Electronic Toll (AET) collection operations. The implementation of cashless tolling at the facility began on November 10, 2012. All motorists are now able to use any lane to drive through the toll plaza without stopping. There is no change for drivers who use E-ZPass. For customers without an E-ZPass tag, an image is taken of their license plate and the registered driver receives a bill in the mail. For the year-to-date through December, 94% of weekday crossings were E-ZPass and 6.0% were “Tolls by Mail” transactions. Thus far, the equipment and technology have met expectations, with the readable photo image rate at nearly 100%. The revenue collection rate is also nearly 100%, through a combination of tolls collected through the billing process and fees assessed and collected for late payment. Verrazano-Narrows Bridge Rebate Programs On February 26, 2014, the MTA and MTA Bridges and Tunnels Boards authorized MTA and MTA Bridges and Tunnels to take such actions as may be necessary or appropriate in connection with toll rebate programs proposed by the Governor and legislative leaders at the Verrazano-Narrows Bridge (VNB), in connection with which the Governor recently announced an agreement with Legislative leaders to provide funding support (the VNB Rebate Programs). Such actions include conducting such environmental review of the VNB Rebate Programs as may be required by the State Environmental Quality Review Act prior to making a determination to implement such programs. - 11 - The VNB Rebate Programs are for: (i) Staten Island residents eligible for the Staten Island Resident (SIR) E-ZPass rate (the VNB SIR Rebate Program); and (ii) trucks and other commercial vehicles which have New York Customer Service Center (NYCSC) E-ZPass Accounts with more than ten (10) trips per month across the VNB (the VNB Commercial Rebate Program). Tolls on the VNB are collected only in the Staten Island-bound direction in accordance with federal law. The VNB Rebate Programs are expected to require several months to implement; it is expected that the VNB Rebate Programs would be effective as of April 1, 2014. VNB SIR Rebate Program. Under the VNB SIR Rebate Program, the MTA would rebate $0.50 of the $6.00 SIR VNB E-ZPass toll paid by Staten Island residents with three or more trips per month across the VNB, where tolls are collected only in the Staten Island-bound direction in accordance with federal law, and would rebate $0.86 of the $6.36 SIR VNB E-ZPass toll paid by Staten Island residents with one or two trips per month across the VNB. As a result of the MTA rebates, Staten Island residents would pay $5.50 per trip across the VNB. VNB Commercial Rebate Program. Under the VNB Commercial Rebate Program, the MTA would rebate 20% of the VNB E-ZPass toll for trucks and other commercial vehicles, using the same NYCSC E-ZPass account, with more than ten (10) trips per month across the VNB, where tolls are collected only in the Staten Island-bound direction in accordance with federal law. Financial Implications. The projected annualized cost of the VNB Rebate Programs would be $14 million, with $7 million allocated for the SIR Rebate Program and $7 million allocated for the Commercial Rebate Program. The VNB Rebate Programs would be funded equally by New York State and MTA. The moneys to fund a year’s estimated costs for the VNB Rebate Programs would be transferred by the MTA to the TBTA prior to the implementation of the VNB Rebate Programs each year. The VNB Rebate Programs would be implemented only for such periods of operation during which, net of State actions or available offsets, MTA’s financial responsibility does not exceed half of the expense of the VNB Rebate Programs. In the event that such condition is not met, the VNB Rebate Programs would cease and Staten Island residents would be charged the applicable SIR toll and trucks and other commercial vehicles would be charged the applicable NYCSC E-ZPass toll for the Verrazano Narrows Bridge. MTA has been told by the New York State Division of the Budget that for calendar year 2014, the State’s contribution will be provided by the waiving of $7 million of cost recovery assessments levied by the State and payable by the MTA pursuant to Public Authorities Law section 2975. The 2012 Executive Budget approved by the New York State Legislature expressly provides for the State to pay the MTA the costs associated with restoration of the Rockaway Resident Toll Rebate Program to its prior level and appropriates to the MTA sufficient funds, estimated at $3.9 million, to restore the rebate for tolls incurred on the first two trips made by eligible participants across the Cross Bay Bridge within a calendar day (using the same E-ZPass tag). In March 2012, the MTA Board authorized appropriate officers of the MTA and MTA Bridges and Tunnels to take the steps required to restore the Rebate Program to its prior level, subject to the express condition that providing this rebate is contingent upon having sufficient funds to do so and should the funds allocated by the Legislature be depleted before the next appropriation of such funds, the first two trips across the Cross Bay Bridge within a calendar day (using the same E-ZPass tag) will cease to be subject to the rebate and the customer will be charged the applicable resident discount toll for the Cross Bay Bridge. - 12 - During 2013 and 2012, MTA Bridges and Tunnels has redeemed or refinanced a number of its bonds to manage its interest cost risk and replace downgraded insurers. See Note 11 for further Long Term Debt details. The MTA Board passed an increase in the Crossing Charge Schedule on December 19, 2012. The new Crossing Charge Schedule went into effect on March 3, 2013. ****** - 13 - TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY STATEMENTS OF NET POSITION DECEMBER 31, 2013 AND 2012 (In thousands) 2013 2012 ASSETS AND DEFERRED OUTFLOWS OF RESOURCES CURRENT ASSETS: Cash — unrestricted (Note 3) Investments (Notes 4 and 5): Unrestricted Restricted Accrued interest receivable Accounts receivable — net of allowance of $6,303 in 2013 and $4,458 in 2012 Due from MTA (Note 22) Prepaid expenses $ Total current assets NONCURRENT ASSETS: Investments (Notes 4 and 5): Restricted Insurance recovery receivable (Note 10) Capital assets — net (Note 6) Derivative assets (Note 15) Unamortized bond issuance costs Total noncurrent assets TOTAL ASSETS 18,043 $ 11,269 113,078 466,299 648 62,243 510,786 667 29,928 1,901 22,417 163,995 3,995 19,259 652,314 772,214 103,304 126,325 4,204,781 8,948 - 101,652 3,973,046 3,608 304,782 4,443,358 4,383,088 5,095,672 5,155,302 94,246 229,217 323,463 195,745 195,745 $ 5,419,135 $ 5,351,047 DEFERRED OUTFLOWS OF RESOURCES: Accumulated decreases in fair value of derivative instruments Loss on refunding debt TOTAL DEFERRED OUTFLOWS OF RESOURCES TOTAL ASSETS AND DEFERRED OUTFLOWS OF RESOURCES See notes to financial statements. (Continued) - 14 - TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY STATEMENTS OF NET POSITION DECEMBER 31, 2013 AND 2012 (In thousands) 2013 2012 LIABILITIES AND NET POSITION CURRENT LIABILITIES: Current portion — long-term obligations (Notes 11 to 14) Interest payable due Accounts payable Payable to MTA (Note 22) Payable to NYCTA — operating and financing expense (Note 22) Accrued salaries Accrued vacation and sick pay benefits Current portion of estimated liability arising from injuries to persons (Note 17) Due to NYCTA (Note 1 and 22) Current portion of capital lease obligation (Note 16) Due to MTA (Note 1 and 22) Pollution remediation projects (Note 9) Prepaid tolls revenue (includes $49,604 and $48,442 in 2013 and 2012, respectively, due to other toll agencies) $ 240,375 55,046 70,181 26,121 841 40,451 16,778 $ 212,920 58,738 87,552 22,140 30,821 26,441 16,131 22,142 21,687 6,223 46,381 1,829 12,028 20,756 6,276 39,068 1,837 186,486 171,290 734,541 705,998 7,335 435,022 8,613,340 73,758 30,420 135,584 16,141 375,755 8,582,607 169,896 30,963 133,889 9,295,459 9,309,251 TOTAL LIABILITIES 10,030,000 10,015,249 NET POSITION: Net investment in capital assets Restricted Unrestricted 693,234 569,603 (5,873,702) 532,002 612,438 (5,808,642) Total net position (4,610,865) (4,664,202) Total current liabilities NONCURRENT LIABILITIES: Estimated liability arising from injuries to persons (Note 17) Other postemployment benefits other than pensions (Note 8) Long-term debt (Notes 11 to 14) Derivative liabilities (Note 15) Derivative liabilities-off market elements (Note 15) Capital lease obligations (Note 16) Total noncurrent liabilities TOTAL LIABILITIES AND NET POSITION $ 5,419,135 See notes to financial statements. $ 5,351,047 (Concluded) - 15 - TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY STATEMENTS OF REVENUES, EXPENSES, AND CHANGES IN NET POSITION YEARS ENDED DECEMBER 31, 2013 AND 2012 (In thousands) 2013 OPERATING REVENUES: Bridges and tunnels Building rentals and fees Other income Total operating revenues OPERATING EXPENSES: Salaries and wages Retirement and other employee benefits Electricity Fuel Insurance Maintenance and other operating contracts Professional service contracts Materials and supplies Depreciation expense Other expenses Total operating expenses Asset impairment and related expenses — (Note 10) net of estimated and probable insurance recoveries OPERATING INCOME NON-OPERATING REVENUES (EXPENSES): Build America Bonds subsidy Federal Emergency Management Agency reimbursement related to Tropical Storm Sandy Interest expense Change in fair value of derivative financial instruments (Note 15) Investment income Total non-operating (expenses) INCOME BEFORE CONTRIBUTIONS AND TRANSFERS TRANSFERS IN — Metropolitan Transportation Authority TRANSFERS OUT (Note 1): New York City Transit Authority Metropolitan Transportation Authority CHANGE IN NET POSITION $ 1,645,193 16,597 1,763 $ 1,490,982 15,618 2,061 1,663,553 1,508,661 128,678 151,280 6,942 2,841 10,482 95,429 14,258 2,965 98,235 28,720 127,827 166,405 5,706 3,117 7,020 85,356 22,038 2,040 88,732 24,649 539,830 532,890 (2,181) 920,349 8,345 9,063 3,782 (350,834) 522 131 (413,823) 256 136 (338,054) (404,368) 787,850 515,981 164 553 (246,902) (367,308) (189,219) (308,424) 173,804 18,891 (4,664,202) Restatement of beginning net position (120,467) $ (4,610,865) See notes to financial statements. - 16 - 55,422 1,125,904 NET POSITION — Beginning of year NET POSITION — End of year 2012 (4,683,093) $ (4,664,202) TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2013 AND 2012 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Tolls collected Building rentals and fees received Payments to employees and related costs Other operating costs Net cash provided by operating activities 2013 2012 $ 1,640,343 26,705 (166,271) (237,465) $ 1,472,184 25,825 (165,594) (216,768) 1,263,312 1,115,647 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Subsidies paid to affiliated agencies (606,099) (509,412) Net cash used in noncapital financing activities (606,099) (509,412) (312,340) (223,859) 229,978 9,264 (366,871) (254,853) (206,206) 237,112 (177,232) (405,995) (663,828) (807,174) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES FOR THE AUTHORITY AND AFFILIATES: Purchase of capital assets Principal payments on Senior, Subordinate, and COPS Proceeds from new bond issues TBTA bonds refunded Interest payments on Senior, Subordinate, and COPS Net cash used in capital and related financing activities See notes to financial statements. (Continued) - 17 - TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2013 AND 2012 (In thousands) CASH FLOWS FROM INVESTING ACTIVITIES: Gross sales of short-term securities Gross purchases of short-term securities Gross sales of long-term securities Gross purchases of long-term securities Increase/(decrease) in MTA investment pool Unrestricted income from investments Investment income restricted for capital purposes 2013 2012 $ 3,145,146 (3,001,139) 425,845 (573,022) 16,227 131 201 $ 542,698 (614,639) 319,036 (19,999) (31,142) 136 306 Net cash provided by investing activities 13,389 NET INCREASE/(DECREASE) IN CASH CASH — Beginning of year 6,774 (4,543) 11,269 15,812 CASH — End of year $ RECONCILIATION OF INCOME FROM OPERATIONS TO NET CASH PROVIDED BY OPERATING ACTIVITIES Income from operations $ 1,125,904 ADJUSTMENTS TO RECONCILE INCOME FROM OPERATIONS TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Depreciation Asset impairment (Note 10) Capitalized salary expense CHANGES IN OPERATING ASSETS AND LIABILITIES: Decrease/(Increase) in receivables Increase in operating payables (Increase) in prepaid expenses and deferred charges Increase in accrued salary costs, vacation and insurance Increase in prepaid toll revenue NET CASH PROVIDED BY OPERATING ACTIVITIES 196,396 18,043 $ 11,269 $ 920,349 98,235 (7,400) (15,149) 88,732 174,220 (14,152) 9,836 23,883 (3,158) 15,965 15,196 (130,851) 49,335 (2,966) 10,449 20,531 $ 1,263,312 $ 1,115,647 NONCASH CAPITAL AND RELATED FINANCING ACTIVITIES: — At December 31, 2013 and 2012, the Authority had capital asset related liabilities of $23,011 and $35,449, respectively. At December 31, 2012, the Authority had a payable to NYCTA for $29,863 related to a swap termination payment. See notes to financial statements. (Concluded) - 18 - TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (In thousands) 1. BASIS OF PRESENTATION Reporting Entity — The Triborough Bridge and Tunnel Authority (the “Authority” or “MTA Bridges and Tunnels”) is a public benefit corporation created pursuant to the Public Authorities Law (the “Act”) of the State of New York (the “State”). MTA Bridges and Tunnels is part of the related financial reporting group of the Metropolitan Transportation Authority (“MTA”). The MTA is a component unit of the State and is included in the State of New York Comprehensive Annual Financial Report of the Comptroller as a public benefit corporation. MTA Bridges and Tunnels operates seven toll bridges, two toll tunnels, and the Battery Parking Garage. All Authority toll facilities operate E-Z Pass in conjunction with a regional electronic toll collection system. MTA Bridges and Tunnels’ annual net earnings before depreciation and other adjustments (“operating transfer”) are transferred to the New York City Transit Authority (the “TA”) and the MTA pursuant to provisions of the Act. In addition, MTA Bridges and Tunnels annually transfers its unrestricted investment income to the MTA. The operating transfer and the investment income transfer can be used to fund operating expenses or capital projects. The TA receives $24,000 plus 50% of MTA Bridges and Tunnels’ remaining annual operating transfer, as adjusted, to reflect certain debt service transactions and the MTA receives the balance of the operating transfer, as adjusted, to reflect certain debt service transactions, plus the annual unrestricted investment income. Transfers are made during the year. The remaining amount due at December 31, 2013 and 2012, of $68,068 and $59,824, respectively, is recorded as a liability in MTA Bridges and Tunnels’ financial statements. MTA Bridges and Tunnels certified to the City of New York (the “City”) and the MTA that its operating transfer and its unrestricted investment income at December 31, 2013 and 2012, were as follows: (In thousands) 2013 Operating transfer Investment income (excludes unrealized gain or loss) 2. 2012 $ 614,210 131 $ 497,643 136 $ 614,341 $ 497,779 SUMMARY OF ACCOUNTING POLICIES Basis of Accounting — The accompanying financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. The Authority applies Governmental Accounting Standards Board (“GASB”) Codification of Governmental Accounting and Financial Reporting Standards (“GASB Codification”) Section P80, Proprietary Accounting and Financial Reporting. - 19 - New Accounting Standards — The MTA Bridges and Tunnels has completed the process of evaluating the impact of GASB Statement No. 65, Items Previously Reported as Assets and Liabilities. The Statement reclassifies and recognizes certain items currently reported as assets and liabilities as one of four financial statement elements: deferred outflows of resources, outflows of resources, deferred inflows of resources, and inflows of resources. As a result of adopting GASB Statement No. 65, gains/losses on refunding debt are no longer part of long-term debt but were reclassified separately under the section “Deferred Outflow of Resources.” The financial impact resulting from the implementation of GASB Statement No. 65 is the restatement of 2013 beginning net position by $120,467 for unamortized bond issuance costs incurred in prior years. As a result of this pronouncement, current bond issuance costs expended for the year ended December 31, 2013 was $10,447. The MTA Bridges and Tunnels has completed the process of evaluating the impact of GASB Statement No. 66, which amends GASB Statement No. 10, Accounting and Financial Reporting for Risk Financing and Related Insurance Issues, removing the provision that limits fund-based reporting of a state and local government’s risk financing activities to the general fund and the internal service fund type. As a result, governments would base their decisions about governmental fund type usage for risk financing activities on the definitions in GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions. This Statement also amends GASB Statement No. 62, Codification of Accounting and Financial Reporting Guidance Contained in Pre-November 30, 1989 FASB and AICPA Pronouncements, by modifying the specific guidance on accounting for (1) operating lease payments that vary from a straight-line basis, (2) the difference between the initial investment (purchase price) and the principal amount of a purchased loan or group of loans, and (3) servicing fees related to mortgage loans that are sold when the stated service fee rate differs significantly from a current (normal) servicing fee rate. These changes would eliminate any uncertainty regarding the application of GASB Statement No. 13, Accounting for Operating Leases with Scheduled Rent Increases, and result in guidance that is consistent with the requirements in GASB Statement No. 48, Sales and Pledges of Receivables and Future Revenues and Intra-Entity Transfers of Assets and Future Revenues, respectively. The MTA Bridges and Tunnels has determined that GASB Statement No. 66 had no impact on its financial position, results of operations, and cash flows. The MTA Bridges and Tunnels has not completed the process of evaluating the impact of GASB Statement No. 67, Financial Reporting for Pension Plans. This Statement replaces the requirements of GASB Statement No. 25, Financial Reporting for Defined Benefit Pension Plans and Note Disclosures for Defined Contribution Plans and GASB Statement No. 50 as they relate to pension plans that are administered through trusts or similar arrangements meeting certain criteria. The Statement builds upon the existing framework for financial reports of defined benefit pension plans, which includes a statement of fiduciary net position (the amount held in a trust for paying retirement benefits) and a statement of changes in fiduciary net position. GASB Statement No. 67 enhances note disclosures and required supplementary information (“RSI”) for both defined benefit and defined contribution pension plans. GASB Statement No. 67 also requires the presentation of new information about annual moneyweighted rates of return in the notes to the financial statements and in 10-year RSI schedules. The provisions in GASB Statement No. 67 are effective for financial statements for periods beginning after June 15, 2013. The MTA Bridges and Tunnels has not completed the process of evaluating the impact of GASB Statement No. 68, Accounting and Financial Reporting for Pensions. GASB Statement No. 68 replaces the requirements of GASB Statement No. 27, Accounting for Pensions by State and Local Governmental Employers and GASB Statement No. 50, Pension Disclosures, as they relate to governments that provide pensions through pension plans administered as trusts or similar arrangements that meet certain - 20 - criteria. GASB Statement No. 68 requires governments providing defined benefit pensions to recognize their long-term obligation for pension benefits as a liability for the first time, and to more comprehensively and comparably measure the annual costs of pension benefits. The Statement also enhances accountability and transparency through revised and new note disclosures and RSI. The provisions in GASB Statement No. 68 are effective for fiscal years beginning after June 15, 2014. The MTA Bridges and Tunnels has not completed the process of evaluating the impact of GASB Statement No. 69, Government Combinations and Disposals of Government Operations. GASB Statement No. 69 establishes accounting and financial reporting standards related to government combinations and disposals of government operations. GASB Statement No. 69 requires the use of carrying values to measure the assets and liabilities in a government merger and requires measurements of assets acquired and liabilities assumed generally to be based upon their acquisition values. GASB Statement No. 69 also provides guidance for transfers of operations that do not constitute entire legally separate entities and in which no significant consideration is exchanged. GASB Statement No. 69 provides accounting and financial reporting guidance for disposals of government operations that have been transferred or sold. GASB Statement No. 69 requires disclosures to be made about government combinations and disposals of government operations to enable financial statement users to evaluate the nature and financial effects of those transactions. The requirements of GASB Statement No. 69 are effective for government combinations and disposals of government operations occurring in financial reporting periods beginning after December 15, 2013, and should be applied on a prospective basis. The MTA Bridges and Tunnels has not completed the process of evaluating the impact of GASB Statement No. 70, Accounting and Financial Reporting for Nonexchange Financial Guarantees. GASB Statement No. 70 requires a state or local government guarantor that offers a nonexchange financial guarantee to another organization or government to recognize a liability on its financial statements when it is more likely than not that the guarantor will be required to make a payment to the obligation holders under the agreement. GASB Statement No. 70 also requires a government guarantor to consider qualitative factors when determining if a payment on its guarantee is more likely than not to be required. Such factors may include whether the issuer of the guaranteed obligation is experiencing significant financial difficulty or initiating the process of entering into bankruptcy or financial reorganization. An issuer government that is required to repay a guarantor for guarantee payments made continues to report a liability unless legally released. When a government is released, the government would recognize revenue as a result of being relieved of the obligation. A government guarantor or issuer is required to disclose information about the amounts and nature of nonexchange financial guarantees. The requirements of this Statement are effective for reporting periods beginning after June 15, 2013. The MTA Bridges and Tunnels has not completed the process of evaluating the impact of GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date. The objective of GASB Statement No. 71 is to address an issue regarding application of the transition provisions of GASB Statement No. 68, Accounting and Financial Reporting for Pensions. The issue relates to amounts associated with contributions, if any, made by a state or local government employer or non-employer contributing entity to a defined benefit pension plan after the measurement date of the government’s beginning net pension liability. The requirements of this Statement will eliminate the source of a potential significant understatement of restated beginning net position and expense in the first year of implementation of GASB Statement No. 68 in the accrual-basis financial statements of employers and non-employer contributing entities. This benefit will be achieved without the imposition of significant additional costs. The requirements of this Statement should be applied simultaneously with the provisions of GASB Statement No. 68 and are effective for fiscal years beginning after June 15, 2014. - 21 - Use of Management’s Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the market value of investments, allowances for doubtful accounts, arbitrage rebate liability, accrued expenses and other liabilities, depreciable lives of capital assets, estimated liability arising from injuries to persons, and other postemployment benefits. Actual results could differ significantly from those estimates. Operating Revenues — Bridges and tunnel revenue is recorded as earned (i.e., tolls are paid in cash, when vehicles pass through the electronic toll collection system or cashless tolls — Henry Hudson facility). Non-Operating Revenues — Build America Bonds subsidy and investment income account for the MTA Bridges and Tunnels’ non-operating revenues. Operating and Non-Operating Expenses — Operating and non-operating expenses are recognized in the accounting period in which the liability is incurred. All expenses related to operating the MTA Bridges and Tunnels (e.g. salaries, insurance, depreciation, etc.) are reported as operating expenses. All other expenses (e.g. interest on long-term debt, etc.) are reported as non-operating expenses. Investments — It is MTA Bridges and Tunnels’ intent to hold its investments to maturity. Investments are recorded on the statement of net position at fair value which is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. All investment income, including changes in the fair value of investments, is reported as revenue (either as investment income and net increase (decrease) in fair value of investments) on the statements of revenues, expenses and changes in net position. Two investments are recorded at amortized cost. MTA Investment Pool — The MTA, on behalf of the MTA Bridges and Tunnels, invests funds which are not immediately required for the MTA Bridges and Tunnels’ operations in securities permitted by the New York State Public Authorities Law, including repurchase agreements collateralized by U.S. Treasury securities, U.S. Treasury notes and U.S. Treasury zero-coupon bonds. All investments are held by the MTA’s agent in custody accounts in the name of the MTA. Capital Assets — Capital assets include all land, buildings, toll equipment, and other structures of MTA Bridges and Tunnels having a useful life of greater than two years and having a cost of at least $25. Capital assets are generally stated at historical cost, or at estimated historical cost based on appraisals or on other acceptable methods when historical cost is not available. Capital leases are classified as capital assets in amounts equal to the lesser of the fair market value or the present value of net minimum lease payments at the inception of the lease. Accumulated depreciation and amortization are reported as reductions of fixed assets. Depreciation is computed using the straight-line method based upon estimated useful lives, generally 99 years for primary structures, 10 to 50 years for buildings and improvements, 40 years for toll equipment and toll plazas, 30 years for roadways, and 2 to 7 years for all other equipment. Capital lease assets and leasehold improvements are amortized over the term of the lease or the life of the assets, whichever is less. - 22 - Major reconstruction and improvements to such facilities are capitalized. Expenditures for maintenance and repairs which do not extend the useful life of the asset are charged to operations as incurred. Title to substantially all real property is vested in the City of New York, and MTA Bridges and Tunnels has the use and occupancy thereof as long as its corporate existence continues. Pollution Remediation Projects — Effective January 1, 2008, pollution remediation costs are being expensed in accordance with the provisions of GASB Statement No. 49, Accounting and Financial Reporting for Pollution Remediation Obligations (see Note 9). An operating expense provision and corresponding liability measured at current value using the expected cash flow method has been recognized for certain pollution remediation obligations, which previously may not have been required to be recognized, have been recognized earlier than in the past or are no longer able to be capitalized as a component of a capital project. Pollution remediation obligations occur when any one of the following obligating events takes place: the MTA Bridges and Tunnels is in violation of a pollution preventionrelated permit or license; an imminent threat to public health due to pollution exists; the MTA Bridges and Tunnels is named by a regulator as a responsible or potentially responsible party to participate in remediation; the MTA Bridges and Tunnels voluntarily commences or legally obligates itself to commence remediation efforts; or the MTA Bridges and Tunnels is named or there is evidence to indicate that it will be named in a lawsuit that compels participation in remediation activities. Compensated Absences — MTA Bridges and Tunnels has accrued the full value (including fringe benefits) of all vacation and sick leave benefits earned by employees to date if the leave is attributable to past service and it is probable that MTA Bridges and Tunnels will compensate the employees for the benefits through paid time off or some other means, such as cash payments at termination or retirement. Total outstanding compensated balances at December 31, 2013 and 2012 were $864 and $1,026, respectively. Subsidies — Subsidies provided by MTA Bridges and Tunnels represent its operating transfer and investment income computed on an accrual basis. Pension Plans — In November 1994, GASB issued Statement No. 27, Accounting for Pensions by State and Local Governmental Employers, which establishes standards for measurement, recognition, and display of pension expense and the related accounting for assets, liabilities, disclosures, and required supplementary information, if applicable. MTA Bridges and Tunnels has adopted this standard for its pension plans. Pension cost is required to be measured and disclosed using the accrual basis of accounting. Annual pension cost should be equal to the annual required contributions (“ARC”) to the pension plan, calculated in accordance with certain parameters. Postemployment Benefits Other Than Pensions — In June 2004, the GASB issued Statement No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions. This Statement establishes standards for the measurement, recognition, and display of OPEB expense/expenditures and related liabilities (assets), note disclosures, and if applicable, required supplementary information (“RSI”) in the financial reports of state and local governmental employers. In June 2005, GASB issued Statement No. 47, Accounting for Termination Benefits. This statement establishes accounting standards for termination benefits. For termination benefits provided through an existing defined benefit OPEB plan, the provisions of this Statement should be implemented simultaneously with the requirements of Statement 45. MTA Bridges and Tunnels has adopted these standards for its Postemployment Benefits Other Than Pensions. - 23 - 3. CASH The Bank balances are insured up to $250 in the aggregate by the Federal Deposit Insurance Corporation (“FDIC”) for each bank in which funds are deposited. The Bank balances in 2013 and 2012 that were not insured were maintained in major financial institutions considered by management to be secure. The difference between the carrying amount and the bank balance for the years ended December 31, 2013 and 2012 is due to the petty cash and change funds which are maintained at the various toll facilities and not recorded by the bank. In addition, there were deposits in transit in each of the years ended December 31, 2013 and 2012. Cash at December 31, 2013 and 2012 consists of the following: Insured deposits Collateralized deposits Uncollateralized deposits 4. 2013 Carrying Bank Amount Balance 2012 Carrying Bank Amount Balance $ 250 15,470 2,323 $ $ $18,043 $ 14,599 250 14,349 - 250 9,533 1,486 $ 250 4,822 - $11,269 $5,072 INVESTMENTS MTA Bridges and Tunnels’ investment policies comply with the New York State Comptroller’s guidelines for investment policies. MTA’s All-Agency Investment Guidelines restrict MTA Bridges and Tunnels’ investments to obligations of the U.S. Treasury, its agencies and instrumentalities and repurchase agreements backed by U.S. Treasury securities. All investments were managed by the MTA, as MTA Bridges and Tunnels’ agent, in custody accounts kept in the name of MTA Bridges and Tunnels for restricted investments and in the name of the MTA for unrestricted investments. MTA’s All-Agency Investment Guidelines state that securities underlying repurchase agreements must have a market value at least equal to the cost of the investment. As of December 31, 2013 and 2012, all investments are at fair value as set forth below (in thousands): 2013 Investments maturing in 2014 under terms of repurchase agreements Commercial Paper U.S. Treasuries due 2014 to 2016 U.S. Treasury Notes MTA Investment Pool Other government agencies Irrevocable deposit account 2012 $ 11,406 193,891 27,763 52,390 250,575 70,156 76,500 $ 177,440 100,253 14,211 234,348 71,929 76,500 $ 682,681 $ 674,681 The fair value of the above investments consists of $113,078 and $62,243 in 2013 and 2012 in unrestricted investments, respectively, and $569,603 and $612,438 in 2013 and 2012 in restricted investments, respectively. Investments had weighted average monthly yields ranging from 0.091% to 0.307%, for the year ended December 31, 2013 and 0.313% to 0.389%, for the year ended December 31, - 24 - 2012. The net unrealized gain on investments was $4 and $49 for the years ended December 31, 2013 and 2012, respectively. Unrestricted cash and investments available to pay operating and maintenance expenses, debt service and operating surplus transfers, at December 31, 2013 and 2012, are as follows (in thousands): Investments: 2013 CURRENT: Restricted: General Purpose Revenue Bonds 1980 Resolution — Operating Funds Bond Proceeds Fund Debt Service Fund Cost of Issuance Fund COPS 2 Broadway 2012 $ 55,594 254,782 155,028 691 204 $ 105,342 260,052 144,097 938 357 Total current — restricted 466,299 510,786 Total current — unrestricted 113,078 62,243 $ 579,377 $ 573,029 $ $ Total — current LONG-TERM: Restricted: General Purpose Revenue Bonds Senior Revenue Bonds Capital Lease Obligation: US Treasury Strips Irrevocable Deposit Account Total long-term — restricted Total — long-term 2 40 5 26,802 76,500 25,107 76,500 103,304 101,652 $ 103,304 $ 101,652 The unexpended bond proceeds of the General Purpose Revenue Bonds 1980 Resolution, not including proceeds held for the Transportation Project, were restricted for payment of capital improvements of MTA Bridges and Tunnels’ present facilities. The Debt Service Funds are restricted for the payment of debt service as provided by the bond resolutions. MTA Bridges and Tunnels’ accrual of the liability to the federal government for rebate of arbitrage income from tax-exempt borrowings was $0 at December 31, 2013 and 2012, respectively. 5. MTA INVESTMENT POOL The MTA, on behalf of MTA Bridges and Tunnels, invests funds which are not immediately required for MTA Bridges and Tunnels’ operations in securities permitted by the MTA’s All-Agency Investment Guidelines in accordance with the New York State Public Authorities Law, including repurchase agreements collateralized by U.S. Treasury securities, U.S. Treasury notes, and U.S. Treasury zerocoupon bonds. - 25 - 6. CAPITAL ASSETS (In thousands) CAPITAL ASSETS NOT BEING DEPRECIATED: Land Construction in progress Balance December 31, 2011 $ 27,940 563,211 Total capital assets not being depreciated Additions $ 261,374 Deletions $ 216,139 Balance December 31, 2012 $ 27,940 608,446 Additions $ 317,900 Deletions $ 272,655 Balance December 31, 2013 $ 27,940 653,691 591,151 261,374 216,139 636,386 317,900 272,655 681,631 82,398 2,344,543 219,342 107,284 523,578 1,009,810 152,608 52,730 18,852 53,937 98,147 9,368 130,523 9,925 2,137 35,692 45,371 3,813 82,398 2,266,750 228,269 105,147 541,823 1,062,586 158,163 69,700 21,003 1,981 33,850 144,984 30,056 373 11,163 1,523 82,025 2,325,287 249,272 107,128 575,673 1,207,570 186,696 Total capital assets being depreciated 4,439,563 233,034 227,461 4,445,136 301,574 13,059 4,733,651 LESS ACCUMULATED DEPRECIATION: Building — 2 Broadway Primary structures Toll plazas Toll equipment Buildings Roadway Other 35,360 458,088 111,947 40,054 119,334 183,927 124,275 1,560 22,366 5,039 2,676 13,208 33,967 9,916 27,510 4,102 813 6,095 11,017 3,704 36,920 452,944 112,884 41,917 126,447 206,877 130,487 1,506 21,894 5,459 2,628 13,660 39,362 13,726 2,007 (1,209) (707) (1,995) (1,856) (30) 38,426 472,831 119,552 45,252 142,102 248,095 144,243 Total accumulated depreciation 1,072,985 88,732 53,241 1,108,476 98,235 (3,790) 1,210,501 3,366,578 144,302 174,220 3,336,660 203,339 16,849 3,523,150 $ 3,957,729 $ 405,676 $ 390,359 $ 3,973,046 $ 521,239 $ 289,504 $ 4,204,781 CAPITAL ASSETS BEING DEPRECIATED: Building — 2 Broadway Primary structures Toll plazas Toll equipment Buildings Roadway Other TOTAL CAPITAL ASSETS BEING DEPRECIATED — Net of accumulated depreciation CAPITAL ASSETS — Net In 2013 and 2012, capital asset additions included $15,149 and $14,152, respectively, of costs incurred by engineers working on capital projects. 7. EMPLOYEE BENEFITS Most employees of MTA Bridges and Tunnels are members of the New York City Employees’ Retirement System (“NYCERS”), which is a cost sharing, multi-employer retirement system. MTA Bridges and Tunnels’ total payroll costs were $132,095 or 92% for 2013 and $128,184 or 90% for 2012, which includes the cost of capital engineers charged to capital projects, of which such costs relate to employees who participate in NYCERS. NYCERS provides retirement, as well as death, accident and disability retirement benefits. Benefits vest after 5 years of credited service depending on date of employment. Certain retirees also receive supplemental benefits from MTA Bridges and Tunnels. - 26 - Benefit and contribution provisions, which are contingent upon the point in time at which the employee last entered qualified service and length of credited service, are established by State law and may be amended only by the State legislature. NYCERS has both contributory and noncontributory requirements, with retirement age varying from 55 to 70 depending upon when an employee last entered qualifying service. Employees entering qualifying service on or before June 30, 1976, are enrolled in a noncontributory plan. Employees entering qualifying service after June 30, 1976, are enrolled in a plan, which requires a 3% contribution of their salary. The State legislature passed legislation in 2000 that suspends the 3% contribution for employees who have 10 years or more of credited service. In addition, members who meet certain eligibility requirements will receive one month’s additional service credit for each completed year of service up to a maximum of two additional years of service credit. Bridges and Tunnels is required to contribute at an actuarially determined rate. The current rate is 25.3% of annual covered payroll. The rate was 28.2% of annual covered payroll in 2012. The contribution requirements of plan members and MTA Bridges and Tunnels are established and may be amended by the State Legislature. Effective April 1, 2012, Chapter 18 of the Laws of 2012 (commonly referred to as Tier 6) was enacted. Tier 6 members who joined NYCERS between April 1, 2012 and March 31, 2013 are required to contribute 3% of gross wages. Beginning April 1, 2013, the contribution rate for all Tier 6 members is dependent upon annual wages earned, ranging from 3% to 6%. NYCERS established a “special program” for employees hired on or after July 26, 1976. A plan for employees, who have worked 20 years, and reached age 50, is provided to Bridge and Tunnel Officers, Sergeants and Lieutenants and Maintainers. Also, an age 57 retirement plan is available for all other such MTA Bridges and Tunnels employees. Both these plans required increased employee contributions. Certain participants are permitted to borrow up to 75% of their own contributions including accumulated interest. These loans are accounted for as reductions in such participants’ contribution accounts. Upon termination of employment before retirement, certain participants are entitled to refunds of their own contributions, including accumulated interest, less any loans outstanding. Employee contributions amounted to $10,054 (7.61% of covered payroll) and $10,392 (8.11% of covered payroll) in 2013 and 2012, respectively. MTA Bridges and Tunnels contributions to NYCERS for the years ended December 31, 2013, 2012, and 2011, were $33,461, $36,183, and $27,671, respectively, equal to the required contributions for each year. Additional information about the plan is presented in the component unit financial report prepared by NYCERS. NYCERS issues a publicly available financial report that includes financial statements and required supplementary information. The NYCERS financial report may be obtained by writing to NYCERS Headquarters, 340 Jay Street, Brooklyn, NY, 11201. Postretirement Benefits — In addition to providing pension benefits, MTA Bridges and Tunnels provides certain health care and life insurance benefits for retired employees. Substantially all of MTA Bridges and Tunnels’ employees who are members of NYCERS may become eligible for those benefits if they reach normal retirement age while working for MTA Bridges and Tunnels. The insurance premiums for these benefits are recorded on a pay-as-you-go basis and totaled $17,629 and $16,346 in 2013 and 2012, respectively. No contributions are made by participants. As of December 31, 2013 and 2012, 1,213 and 1,211 retirees, respectively, including spouses and dependents, met those eligibility requirements. See Note 8 for further disclosure on Other Postemployment Benefits. 8. OTHER POSTEMPLOYMENT BENEFITS The MTA and its Related Groups, which includes the MTA Bridges and Tunnels, has implemented GASB Statement No. 45, “Accounting and Financial Reporting by Employers for Postemployment Benefits Other - 27 - Than Pensions” (“GASB 45”). This Statement establishes the standards for the measurement, recognition, and display of Other Postemployment Benefits (“OPEB”) expense/expenditures and related liabilities (assets), note disclosures, and, if applicable, required supplementary information (“RSI”) in the financial reports of state and local governmental employers. Postemployment benefits are part of an exchange of salaries and benefits for employee services rendered. Most OPEB have been funded on a pay-as-you-go basis and have been reported in financial statements when the promised benefits are paid. GASB 45 requires state and local government’s financial reports to reflect systematic, accrual-basis measurement and recognition of OPEB cost (expense) over a period that approximates employees’ years of service and provides information about actuarial accrued liabilities associated with the OPEB and whether and to what extent progress is being made in funding the plan. Plan Description — The Benefits provided by the MTA and its Related Groups include medical, pharmacy, dental, vision and life insurance, plus monthly supplements for Medicare Part B or Medicare supplemental plan reimbursement and welfare fund contributions. MTA Bridges and Tunnels’ participates in the New York State Health Insurance Program (“NYSHIP”) to provide medical and prescription drug benefits, including Medicare Part B reimbursements to its members. NYSHIP provides a PPO plan and several HMO plans. GASB Statement No. 45 requires employers to perform periodic actuarial valuations to determine annual accounting costs, and to keep a running tally of the extent to which these amounts are over or under funded. The valuation must be performed at least biennially. The most recent biennial valuation was performed for the year ended December 31, 2013 and was performed with a valuation date of January 1, 2012. Since the MTA Bridges and Tunnels’ is a participating employer in NYSHIP, it does not issue a standalone financial report regarding post-employment benefits. The NYSHIP financial report can be obtained by writing to NYS Department of Civil Service, Employee Benefits Division, Alfred E. Smith Office Building, 805 Swan Street, Albany, NY 12239. Annual OPEB Cost and Net OPEB Obligation — MTA Bridges and Tunnels’ annual OPEB cost (expense) represents the accrued cost for post-employment benefits under GASB 45. The cumulative difference between the annual OPEB cost and the benefits paid during a year will result in a net OPEB obligation, included on the statement of net position. The annual OPEB cost is equal to the annual required contribution (“ARC”) less adjustments if a net OPEB obligation exists. The ARC is equal to the normal cost plus an amortization of the unfunded frozen actuarial accrued liability. For determining the ARC, the MTA and its Related Groups have chosen to use Frozen Initial Liability (“FIL”) cost method with the initial liability amortized over a 22-year period. The remaining amortization period at December 31, 2013 is 16 years. In order to recognize the liability over an employee’s career, an actuarial cost method divides the present value into three pieces: the part that is attributed to past years (the “Accrued Liability” or “Past Service Liability”), the part that is being earned this year (the “Normal Cost”), and the part that will be earned in future years (the “Future Service Liability”). Under FIL, an initial past service liability is determined based on the Entry Age Normal (“EAN”) Cost Method and is amortized separately. This method determines the past service liability for each individual based on a level percent of pay. The Future Service Liability is allocated based on the present value of future compensation for all members combined to determine the Normal Cost. In future years, actuarial gains/losses will be incorporated into the Future Service Liability and amortized through the Normal Cost. - 28 - Actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events far into the future, and that actuarially determined amounts are subject to continual revision as actual results are compared to past expectations and new estimates are made about the future. Actuarial Methods and Assumptions — The Frozen Initial Liability (“FIL”) Cost Method was used for determining the Normal Cost. The Entry Age Normal (“EAN”) Cost Method was used to determine the Frozen Accrued Liability and will be used to determine the unfunded actuarial accrued liability in the GASB 45 supplementary schedules. This method determines the Frozen Accrued liability for each individual based on a level percent of pay for service accrued through the initial valuation date. The difference between the Actuarial Present Value of Benefits and the Frozen Accrued Liability equals the Present Value of Future Normal Cost. The Normal Cost equals the Present Value of Future Normal Cost divided by the present value of future compensation and multiplied by the total of current compensation for members less than certain retirement age. Inflation rate used was 2.5% per annum compounded annually. Salaries were assumed to increase by years of service as follows: 1st year 5th year 10th year 15th year 20th year 21st year 10.5 % 16.0 5.0 5.0 5.0 4.0 Investment returns were calculated using a discount rate of 3.75%, compounded annually, based upon a projection of the MTA Investment Pool. Valuation Date — January 1, 2012. Discount Rate — 3.75%. Medicare Part B Premiums — The Medicare Part B premium reimbursement was included in the 2012 and 2013 premium for those members covered by NYSHIP. Medicare Part B reimbursements were assumed to have an annual trend of 5%. These trends were combined with the adjusted Getzen model trend to determine a single weighted trend assumption. The weighting was based on an estimated liability basis. For those retirees participating in NYSHIP, the trend assumption used for 2013 and 2012 was 7.9% and 7.4%, respectively. This was based on the fact that the 2009 NYSHIP premium was lower than 2008 and rose modestly in 2012 and 2013. It also reflected actual premium increases for dental and vision benefits and Medicare Part B reimbursements. The trend assumption utilized in this valuation has changed from the assumption used in the previous valuation and lowered actuarial liabilities 5% to 10% for each agency. Further reflection of actual NYSHIP premiums for 2012 and 2013 further lowered the actuarial liabilities. - 29 - Health Care Cost Trend Rates Fiscal Years 2012 2013 2014 2015 2016 2017 2022 2027 2032 2037 2042 2047 2052 Trend 0.0 % 1.7 5.0 5.5 5.7 5.9 5.9 6.8 6.5 6.1 5.7 5.5 5.4 The healthcare trend assumption is based on the Society of Actuaries-Getzen Model version 11.1 utilizing the baseline assumptions included in the model, except real GDP of 1.8% for medical and pharmacy benefits. Additional adjustments apply based on percentage of costs associated with administrative expenses, aging factors and potential excise tax due to healthcare reform. Participation — For the 2,762 members who participate in NYSHIP, 100% of eligible members, including current retirees and surviving spouses, are assumed to elect the Empire PPO Plan. Dependent Coverage — For members that participate in NYSHIP, 100% of eligible members, including current retirees and surviving spouses, are assumed to elect the Empire PPO Plan. Spouses are assumed to be the same age as the employee/retiree. 85% of male and 55% of female eligible members are assumed to elect family coverage upon retirement. No children are assumed. Actual family coverage elections for current retirees are used. If a current retiree’s only dependent is a child, eligibility is assumed for an additional 7 years of dependent coverage if the member participates in NYSHIP (otherwise, 5 years) from the valuation date was assumed. Demographic Assumptions: Mortality — Pre-retirement and postretirement healthy annuitant rates are projected on a generational basis using Scale AA, as recommended by the Society of Actuaries Retirement Plans Experience Committee. Pre-Retirement — RP-2000 Employee Mortality Table for Males and Females with blue-collar adjustments. No blue-collar adjustments were used for management members of Headquarters. Postretirement Healthy Lives — RP-2000 Healthy Annuitant mortality table for males with Blue Collar adjustments and 133% of the rates from the RP-2000 Healthy Annuitant mortality table for females. No blue-collar adjustments were used for management members of Headquarters. Postretirement Disabled Lives — 75% of the rates from the RP-2000 Disabled Annuitant mortality table for males and females. At age 85 and later for males and age 77 and later for females, the disability rates are set to the male and female healthy rates, respectively. - 30 - Turnover and Retirement Rates — All demographic assumptions were based on assumptions utilized in the 2008 actuarial valuations for the pension plans, with the exception of the mortality assumption. The following is a table displaying the various sources of the assumptions utilized by group. Group MTA Bridges and Tunnels Pension Plan NYCERS — MTA Bridges and Tunnels Vestee Coverage — For members that participate in NYSHIP, Vestees (members who have terminated, but not yet eligible to retire) are eligible for NYSHIP benefits provided by the Agency upon retirement, but must maintain NYSHIP coverage at their own expense from termination to retirement. Vestees are assumed to retire at first eligibility and would continue to maintain NYSHIP coverage based on the following percentages. This assumption is based on the Development of Recommended Actuarial Assumptions for New York State/SUNY GASB 45 Valuation report provided to Participating Employers of NYSHIP. These percentages were also applied to current vestees, which were only provided by Headquarters. Percent Electing Age at Termination <40 40–43 44 45–46 47–48 49 50–51 52+ - % 5 20 30 40 50 80 100 The following table shows the elements of MTA Bridges and Tunnels’ net OPEB cost for the year ended December 31, 2013 and 2012, the amount paid, and changes in MTA Bridges and Tunnels’ net OPEB for the year ended December 31, 2013 and 2012 (in thousands): (In thousands) Annual required contribution Interest on net OPEB obligation Adjustment to annual required contribution Annual OPEB cost/expense Payments Increase in net OPEB obligation Net OPEB obligation - beginning of year Net OPEB obligation - end of year - 31 - 2013 2012 $ 98,645 14,090 (35,839) $ 107,300 12,100 (29,400) 76,896 90,000 (17,629) (16,346) 59,267 73,654 375,755 302,101 $ 435,022 $ 375,755 MTA Bridges and Tunnels’ annual OPEB cost, the percentage of annual OPEB cost contributed, and the net estimated OPEB obligation for the year ended December 31, 2013, 2012, and 2011 projected is as follows (in thousands): Year Ended 12/31/2013 12/31/2012 12/31/2011 Period Ended Valuation Date 12/31/2013 1/1/2012 9. Annual OPEB Cost Percentage of Annual OPEB Paid Net OPEB Obligation $76,896 $90,000 $83,316 22.9% 18.2% 20.0% $59,267 $73,654 $66,680 Actuarial Value of Assets {a} - Actuarial Accrued Liability (AAL) {b} $ 707.0 Unfunded Actuarial Accrued Liability (UAAL) {c}={b}-{a} $ 707.0 Funded Ratio {a}/{c} Covered Payroll {d} - $ 106.9 Ratio of UAAL to Covered Payroll {c}/{d} 661.4% The required schedule of funding progress immediately following the notes to the financial statements and the supplemental schedules presents multiyear trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. POLLUTION REMEDIATION PROJECTS MTA Bridges and Tunnels implemented GASB Statement No. 49, Accounting and Financial Reporting for Pollution Remediation Obligations, in 2008. The Statement establishes standards for determining when expected pollution remediation outlays should be accrued as a liability or, if appropriate, capitalized. An operating expense and corresponding liability, measured at its current value using the expected cash flow method, have been recognized for certain pollution remediation obligations that are no longer able to be capitalized as a component of a capital project. Pollution remediation obligations, which are estimates and subject to changes resulting from price increases or reductions, technology, or changes in applicable laws or regulations, occur when any one of the following obligating events takes place: • • • • • An imminent threat to public health due to pollution exists MTA Bridges and Tunnels is in violation of a pollution prevention-related permit or license MTA Bridges and Tunnels is named by a regulator as a responsible or potentially responsible party to participate in remediation MTA Bridges and Tunnels is named or there is evidence to indicate that it will be named in a lawsuit that compels participation in remediation activities, or MTA Bridges and Tunnels voluntarily commences or legally obligates itself to commence remediation efforts - 32 - In accordance with GASB Statement No. 49, there was no pollution remediation expense provision in 2013 and $55 in 2012. The expense provision was measured at its current value utilizing the prescribed expected cash flow method. As of December 31, 2013 and December 31, 2012, the pollution remediation liability totaled $1,829 and $1,837, respectively, primarily consisting of future remediation activities associated with asbestos removal and soil contamination at MTA Bridge and Tunnels facilities. The pollution remediation liability is an estimate and is subject to changes resulting from price increases or reductions, technology, or changes in applicable laws or regulations. 10. ASSET IMPAIRMENT AND RELATED EXPENSES On October 29, 2012, Tropical Storm Sandy made landfall just south of Atlantic City, New Jersey, as a post-tropical cyclone. The accompanying storm surge and high winds caused widespread damage to the physical transportation assets operated by MTA and its related groups. MTA expects to recoup most of the costs associated with repair or replacement of assets damaged by the storm over the next several years from a combination of insurance and federal government assistance programs. As of December 31, 2013, the estimated storm related impairment losses to two of the Authority’s facilities increased by $5.0 million, while estimated losses to two other facilities decreased by $12.4 million, resulting in a net credit of $7.4 million which is included in “asset impairment and related expenses” on the Statements of Revenues, Expenses, and Changes in Net Position. Other 2013 costs associated with the storm included repair and clean-up expenses of $5.2 million which are also included in “asset impairment and related expenses” on the Statements of Revenues, Expenses, and Changes in Net Position. As of December 31, 2012, the storm related impairment losses to the Authority’s assets (based upon estimates of the extent of impairment of the historical or “book value” of affected assets) are estimated at $174.2 million. Other 2012 costs associated with the storm included repair and clean-up expenses of $7.5 million which are also included in “asset impairment and related expenses” on the Statements of Revenues, Expenses, and Changes in Net Position. Offsetting these impairment losses is $126.3 million in probable insurance recoveries for losses under the property insurance policy. Additional recoveries under the MTA property insurance policy for Sandy-related damages and losses above that estimated sum are possible. Any additional insurance proceeds for Sandy-related losses in excess of the noted probable recoveries will be recognized for income purposes in future periods when such proceeds are estimable and all related contingencies are removed. As of December 31, 2012, estimated and probable insurance recoveries of $126.3 million were expected to be collected within one year, however as the claim has evolved throughout 2013 and better information has become available from the third party reinsurance companies, this is no longer likely. As a result, the insurance recovery receivable that was recorded as a current receivable at December 31, 2012 was recorded as a noncurrent receivable at December 31, 2013. As noted, federal governmental assistance programs are anticipated to cover many of the Sandy-related costs associated with repair and replacement of assets damaged in the storm. The Sandy Relief Act also provided substantial funding for existing disaster relief programs of the Federal Emergency Management Agency (“FEMA”). For Sandy-related restoration and mitigation projects of TBTA, it is anticipated that FEMA will be a significant source of funding. FEMA has already committed to funding of $6.2 million. - 33 - Monies granted FEMA for restoration of specific assets damaged in connection with Tropical Storm Sandy are anticipated to be reduced in amount (or subject to reimbursement) to the extent MTA also receives insurance proceeds covering damage to such specific assets. 11. LONG-TERM DEBT MTA Bridges and Tunnels issues long-term bonds to fund its own capital projects, as well as the Transportation Project, through the following two credits: • General Revenue Bonds, and • Subordinate Revenue Bonds. The following represents MTA Bridges and Tunnels’ issuance of long-term debt in 2013: • On January 1, 2013, MTA Bridges and Tunnels terminated the swap agreement with Ambac Financial Services, L.P. in connection with General Revenue Variable Rate Refunding Bonds, Series 2002F. • On January 2, 2013, MTA Bridges and Tunnels entered into a firm remarketing agreement in connection with the Remarketing of $29,600 General Revenue Refunding Bonds, Series 2005B-4a. • On January 29, 2013, MTA Bridges and Tunnels entered into a refunding agreement in connection with $653,965 Subordinate Revenue Refunding Bonds, Series 2013A. • On January 29, 2013, MTA Bridges and Tunnels entered into a refunding agreement in connection with $257,195 General Revenue Refunding Bonds, Series 2013B. • On April 18, 2013, MTA Bridges and Tunnels closed on $200,000 General Revenue Bonds, Series 2013C. These bonds were issued to finance bridge and tunnel projects. • On November 15, 2013, MTA Bridges and Tunnels entered into a remarketing agreement in connection with $83,500 General Revenue Bonds, Series 2008B-1. • On November 20, 2013, MTA Bridges and Tunnels entered into an Invitation to Offer, for the tender of Subordinate Revenue Refunding Bonds, Series 2002E. • On December 19, 2013, MTA Bridges and Tunnels entered into a refunding agreement for the issuance of $313,975 Subordinate Revenue Refunding Bonds, Series 2013D (Federally Taxable) to purchase certain maturities of MTA Bridges and Tunnels’ Subordinate Revenue Bonds, Series 2002E. The following represents MTA Bridges and Tunnels’ issuance of long-term debt in 2012. In January 2012, MTA Bridges and Tunnels entered into a firm remarketing agreement in connection with the mandatory tender and remarketing of the Series 2003B Bonds, the Series 2005A Bonds and the Series 2005B Bonds. As of that date, the standby purchase agreements, (covering all three Series), entered into by MTA Bridges and Tunnels and Dexia Credit Local were terminated. Irrevocable directpay letters of credit, covering all three remarketed Series were issued by CalPERS $245,220, CalSTRS $132,480 and by U.S. Bank $156,860. - 34 - In June 2012, $231,490 General Revenue Bonds, Series 2012A were issued. The net proceeds of the Series 2012A were issued to finance projects for MTA Bridges and Tunnels’ own facilities. In July 2012, MTA Bridges and Tunnels entered into a remarketing agreement in connection with the mandatory tender and remarketing of $195,600 General Revenue Variable Rate Refunding Bonds, Series 2005B-4 Bonds. In August 2012, $1,236,898 General Revenue Refunding Bonds, Series 2012B were issued. The net proceeds of the Series 2012B were issued to refund certain outstanding obligations of MTA Bridges and Tunnels, namely Series 2002B $1,317,655, Series 2006A $59,175 and Series 2007A $18,935. In November 2012, MTA Bridges and Tunnels entered into a remarketing agreement in connection with the mandatory tender and remarketing of $209,640 General Revenue Variable Rate Refunding Bonds, Series 2002F. As of that date, the standby bond purchase agreement with ABN Amro Bank N.V. was terminated and a standby bond purchase agreement with Landesbank Hessen-Thuringen Girozentrale, as Liquidity Facility Issuer and U.S. Bank Trust National-Association, as trustee and tender agent were executed. In November 2012, MTA Bridges and Tunnels entered into a mandatory tender and purchase and remarketing of the currently outstanding General Revenue Mandatory Tender Bonds, Series 2009A-1 and issuance of $126,230 General Revenue Bonds, Series 2009A-1. MTA Bridges and Tunnels’ long-term debt as of December 31, 2013 and 2012 is comprised of the following: (In thousands) 2013 2012 Senior Revenue Bonds (Note 13) Subordinate Revenue Bonds (Note 14) 2 Broadway Certificates of Participation (Note 15) $ 6,872,557 1,730,931 9,852 $ 6,793,342 1,778,880 10,385 Total long-term debt - net of premiums and discounts $ 8,613,340 $ 8,582,607 TBTA has entered into several Standby Bond Purchase Agreements (“SBPA”) as listed on the table below. Resolution Series Provider (Insurer) Exp. Date TBTA General Revenue TBTA General Revenue TBTA General Revenue TBTA Subordinate TBTA Subordinate 2005B-3 2001C 2002F 2000AB 2000CD Bank of America ML JP Morgan Helaba JP Morgan Lloyds TSB Bank (NY) (Assured) 7/3/2015 9/29/2015 11/1/2015 10/7/2014 10/7/2014 According to each respective SBPA, if the remarketing agent fails to remarket any of the bonds listed above that are tendered by the holders, the bank is required (subject to certain conditions) to purchase such unremarketed portion of the bonds. Bonds owned by the bank and not remarketed after a specified amount of time (generally 90 days) are payable to the bank as a term loan over five years in ten equal semiannual principal payments including interest thereon. As of December 31, 2013, there were no term loans outstanding. - 35 - 12. DEBT — SENIOR REVENUE BONDS Senior Revenue Bonds at December 31, 2013 and 2012, consist of the following: Original Issuance (In thousands) Series EFC 1996A Series 2001A, 5.77% due through 2032 Series 2001B&C, 4.10% - 5.25% Series 2002A Series 2002B Series 2002C Series 2002F Series 2003B Series 2005A Series 2005B Series 2006A Series 2007A Series 2008A Series 2008B Series 2008C Series 2009A-1 Series 2009A-2 Series 2009B - BAB Series 2010A-1 Series 2010A-2 - BAB Series 2011A Series 2012A Series 2012B Series 2013B Series 2013C $ 23,530 1,125,720 December 31, 2012 $ 7,295 - Issued $ - Principal Repayments & Retirements During 2013 December 31, 2013 $ $ 1,525 - 5,770 - 296,400 268,140 - 15,370 252,770 268,300 2,157,065 103,305 246,480 250,000 150,000 800,000 200,000 223,355 822,770 252,230 629,890 150,000 325,000 200,000 66,560 280,400 609,430 231,490 1,236,898 257,195 200,000 216,765 209,640 206,190 129,490 586,800 116,280 184,690 763,660 252,230 588,540 126,230 311,860 200,000 55,655 280,400 609,430 229,670 1,236,898 - 29,600 83,500 257,195 200,000 69,565 7,030 6,505 3,465 32,000 40,635 48,430 127,215 83,500 76,270 5,380 13,145 6,045 7,185 4,155 485 - 147,200 202,610 199,685 126,025 584,400 75,645 136,260 636,445 252,230 512,270 120,850 298,715 200,000 49,610 280,400 602,245 225,515 1,236,413 257,195 200,000 $ 11,106,018 6,579,863 570,295 547,905 6,602,253 375,134 104,398 26,844 452,688 6,954,997 $ 674,693 Add net unamortized bond discount and premium $ - 36 - $ 574,749 $ 7,054,941 General Revenue Fixed Rate Bonds Series 2009B and General Revenue Fixed Rate Bonds Series 2010A-2 are Federally Taxable — Issuer Subsidy- Build America Bonds. Debt Service Requirements: Year Ending December 31 Principal (In thousands) 2014 2015 2016 2017 2018 2019-2023 2024-2028 2029-2033 2034–2038 2039-2043 $ 182,385 183,660 203,465 211,445 221,105 1,235,790 1,447,988 1,693,825 1,070,255 152,335 $ 298,256 289,823 281,106 272,217 262,721 1,153,529 858,273 602,639 208,621 12,866 $ $ $ $ $ $ $ $ $ $ $ 6,602,253 $ 4,240,051 $ 10,842,304 Interest Aggregate Debt Service 480,641 473,483 484,571 483,662 483,826 2,389,319 2,306,261 2,296,464 1,278,876 165,201 The above interest amounts include both fixed and variable rate calculations. The interest rate assumptions for Senior Revenue variable rate bonds are as follows: • MTA Bridges and Tunnels General Revenue Refunding Bonds, Series 2001B and Series 2001C — 4.00% per annum • MTA Bridges and Tunnels General Revenue Refunding Bonds, Series 2002F —3.076% per annum taking into account the interest rate swaps and 4% per annum on portions not covered by the interest rate swaps • MTA Bridges and Tunnels General Revenue Bonds, Series 2003B — 3.076% per annum taking into account the interest rate swaps and 4.00% per annum on portions not covered by the interest rate swaps • MTA Bridges and Tunnels General Revenue Bonds, Series 2005A — 4.00% per annum except from November 1, 2027 through November 1, 2030, 3.076% per annum taking into account the interest rate swap • MTA Bridges and Tunnels General Revenue Refunding Bonds, Series 2005B — 3.076% per annum based on the Initial Interest Rate Swaps for variable rate demand bonds subseries, 3.076% per annum based on the interest rate swaps; for floating rate notes subseries, 3.076% per annum based on the interest rate swaps plus the current fixed spread to maturity • MTA Bridges and Tunnels General Revenue Bonds, Series 2008B — 4.00% per annum, after the mandatory tender date. MTA Bridges and Tunnels General Revenue Bonds, Subseries 2008B-2 and Subseries 2008B-3 - at their current coupon to maturity - 37 - 13. DEBT — SUBORDINATE REVENUE BONDS Subordinate Revenue Bonds at December 31, 2013 and 2012, consist of the following: Original Issuance (In thousands) Series 2000AB Series 2000CD Series 2002D Series 2002E Series 2002G Series 2003A Series 2004A Series 2008D $ 201,120 201,080 261,700 756,095 181,025 500,170 250,000 491,110 Series 2013A Series 2013D 653,964 313,975 $ 3,810,239 December 31, 2012 $ Add net unamortized bond discount and premium $ 130,250 89,850 756,095 403,270 435,250 Issued $ - Principal Repayments & Retirements During 2013 December 31, 2013 $ $ 16,950 24,900 616,270 393,725 41,270 113,300 64,950 139,825 9,545 393,980 1,814,715 653,964 313,975 967,939 1,093,115 653,964 313,975 1,689,539 15,430 1,830,145 103,433 $ 1,071,372 19,481 1,112,596 99,382 1,788,921 $ $ Debt Service Requirements: Year Ending December 31 (In thousands) 2014 2015 2016 2017 2018 2019-2023 2024-2028 2029-2033 Principal $ 57,990 47,025 64,465 67,770 92,350 450,115 545,745 364,079 $ 1,689,539 Interest $ Aggregate Debt Service 73,515 71,996 69,516 66,347 63,079 251,007 138,251 133,667 $ 131,505 119,021 133,981 134,117 155,429 701,122 683,996 497,746 $ 867,378 $ 2,556,917 The Subordinate Revenue Bonds are special obligations issued in accordance with the 2001 Subordinate Revenue Resolution Authorizing Subordinate Revenue Obligations. - 38 - The Subordinate Revenue Bonds are special obligations issued in accordance with the 2001 Subordinate Revenue Resolution Authorizing Subordinate Revenue Obligations. The above interest amounts include both fixed and variable rate calculations. The interest rate assumptions for Subordinate Revenue variable rate bonds are as follows: • MTA Bridges and Tunnels Subordinate Refunding Bonds, Series 2000AB — 6.08% per annum taking into account the interest rate swap • MTA Bridges and Tunnels Subordinate Refunding Bonds, Series 2000CD — 4.00% per annum 14. CERTIFICATES OF PARTICIPATION In 2000, the Trust (Note 16) issued $121,200 of fixed rate Serial and Term Certificates of Participation, Series 2000A. In 1999, the Trust issued $328,205 of fixed rate Serial and Term Certificates of Participation, Series 1999A. In 2004, the Trust issued $357,925 of fixed rate Serial and Term Certificates of Participation, Series 2004A. The proceeds of the Certificates were used to finance certain building and tenant improvements to the 2 Broadway office building in New York City, occupied by the Transit Authority, MTA, on behalf of its subsidiaries, The Long Island Rail Road Company, MetroNorth Commuter Railroad Company, and MTA Bridges and Tunnels (Notes 16 and 21). The Transit Authority is obligated to pay 68.7% of the debt service, the MTA 21.0%, and MTA Bridges and Tunnels 10.3%. Certificates of Participation at December 31, 2013 and 2012 consist of the following: (In thousands) Series 1999A Series 2000A Series 2004A Original Issuance $ 328,205 121,200 357,925 December 31, 2012 $ 807,330 Add net unamortized bond discount and premium $ 10,385 Issued $ - Principal Repayments & Retirements During 2013 December 31, 2013 $ $ 533 10,385 - 533 - - - 10,385 - 39 - $ - $ 533 9,852 9,852 $ 9,852 MTA Bridges and Tunnels’ share of the debt service requirements: Certificates of Participation (In thousands) Year Ending December 31 Principal 2014 2015 2016 2017 2018 2019-2023 2024-2028 2029-2033 $ 0 1,130 1,460 1,342 1,772 3,427 515 206 $ 9,852 Interest $ 370 320 260 210 147 202 73 3 $ 1,585 Aggregate Debt Service $ 370 1,450 1,720 1,552 1,919 3,629 588 209 $ 11,437 The above interest amounts include both fixed and variable rate calculations. The interest rate assumptions for Certificates of Participation are as follows: • Certificates of Participation, Series 2004A — 3.542% per annum taking into account the interest rate swaps • The above Certificates of Participation include net payments made by MTA Bridges and Tunnels under the swap agreements (Note 20) 15. GASB 53 — DERIVATIVE INSTRUMENTS MTA Bridges and Tunnels implemented GASB Statement No. 53, Accounting and Financial Reporting for Derivative Instruments, in 2010. The Statement deals with the recognition, measurement, and disclosure of information regarding derivative instruments, and addresses hedge accounting requirements. Hedging derivative instruments are supposed to significantly reduce financial risk by substantially offsetting the associated changes in cash flows or fair values of the underlying bond portfolio. For the year ended December 31, 2013, the MTA Bridges and Tunnels is reporting gains, derivative liabilities and deferred outflows from derivative instruments in the amounts of $522, $73,758 and $94,246, respectively. Also recognized in the same period are derivative assets and derivative liabilitiesoff market elements in the amounts of $8,948 and $30,420, respectively. For the year ended December 31, 2012, the MTA Bridges and Tunnels is reporting gains, derivative liabilities and deferred outflows from derivative instruments in the amounts of $256, $169,896 and $195,745, respectively. Also recognized in the same period are derivative assets and derivative liabilities-off market elements in the amounts of $3,608 and $30,963, respectively. In 2012, MTA Bridges and Tunnels negotiated the termination of four swap transactions with Citigroup Financial Products Inc., which resulted in a loss of $45,166 (see Note 20). - 40 - GASB Statement No. 53- Accounting and Financial Reporting for Derivative Instruments Summary Information as of December 31, 2013 Bond Resolution S eries Cash Flow or Type of Derivative Fair Value Hedge Effective Methodology Trade/Entered Date N/a Regression Analysis Regression Analysis Regression Analysis Regression Analysis Regression Analysis Consistent Critical Terms 8/10/2004 Notional Amount as of Fair Values 12/31/13 as of 12/31/13 (in millions) (in millions) 2 Broadway Certificate of Investment S wap Hedging S waps Participation (1) M TA Bridges & Tunnels Senior Revenue Bonds M TA Bridges & Tunnels Senior Revenue Bonds (2) M TA Bridges & Tunnels Senior Revenue Bonds M TA Bridges & Tunnels Senior Revenue Bonds M TA Bridges & Tunnels Senior Revenue Bonds M TA Bridges & Tunnels Subordinate Revenue Bonds 2004A 2002F (Citi 2005B) 2002F (old 2002C) 2003B (Citi 2005B) Pay-Fixed Swaps N/a Pay-Fixed Swaps Cash Flow Pay-Fixed Swaps Cash Flow Pay-Fixed Swaps Cash Flow 2005A Pay-Fixed Swaps Cash Flow 2005B Pay-Fixed Swaps Cash Flow Swaption Cash Flow 2000AB $ 6/2/2005 10.359 194.800 $ (0.987) (18.184) 2/24/1999 - - 6/2/2005 - - 1/1/2011 24.880 (3.288) 6/2/2005 584.400 (54.552) 8/12/1998 113.300 (18.222) (1) MTA Bridges and Tunnels’ share of the debt service requirements for the 2 Broadway Certificate of Participation is 10.3% (Note 14). Thus, as of December 31, 2013, the notional amount is calculated as 10.3% of $100.575 million; and the fair value is calculated as 10.3% of $(9.586) million. (2) Matured - 41 - The fair value balances and notional amounts of derivative instruments outstanding at December 31, 2013, classified by type, and the changes in fair value of such derivative instruments from the year ended December 31, 2012 are as follows: Fair Value at December 31, 2013 Changes In Fair Value Classification Amount (in millions) Classification Amount (in millions) Notional (in millions) Government activities Cash Flow hedges: Pay-fixed interest rate swaps Basis swap Swaption Investment hedge: Pay-fixed interest rate swaps Deferred outflow of resources Deferred outflow of resources Deferred outflow of resources Investment Expense $94.662 Debt ($76.024) $804.080 0.000 Debt 0.000 6.837 Debt (18.222) 113.300 0.522 Debt (0.987) 10.359 0.000 For the period ended December 31, 2013, the MTA Bridges and Tunnels recorded $522 as a gain related to the change in fair market value of certain investment swap that is not accounted for as hedging activities. For the period ended December 31, 2013, there were no derivative instruments reclassified from a hedging derivative instrument to an investment derivative instrument. The summary above reflects a total number of seven (7) swaps and hedging relationships that were reviewed for GASB Statement No. 53 Hedge Accounting treatment. Of that total, six (6) were deemed effective using Consistent Critical Terms and the Regression Method and one (1) was deemed ineffective. In regard to the Consistent Critical Terms method, if the critical terms of the potential hedging derivative instrument and the terms of the item it is hedging are essentially same, then the potential hedging derivative instrument is presumed to be effective. Under such circumstances, any changes in the cash flows or fair value of the item being hedged is offset by changes in the cash flows or fair value of the potential hedging derivative. The one (1) hedge was deemed effective using this methodology. For five (5) hedging relationships, the Regression Method was utilized to determine effectiveness. - 42 - For a potential hedging derivative instrument to be considered effective using the Regression Method, the regression analysis must meet the following criteria: - an R-squared of a range at least 0.80; - an F-statistic that indicates statistical significance at the 95% confidence level; and - a regression coefficient for the slope between -1.25 and -0.80 In accordance with GASB Statement No. 53, one of the hedging swaps is classified as a swaption for which a premium was received by MTA Bridges and Tunnels at contract inception as shown in the Table below. MTA Bridges and Tunnels have followed the relevant accounting required treatment and are amortizing the premium over the life of the swap agreement. Bond Resolution MTA Bridges & Tunnels-Subordinate Series 2000AB Premuim $22,740,000 Date of the Swaption Premium Contract Payment Date 8/12/1998 8/25/1998 16. CAPITAL LEASE OBLIGATIONS 2 Broadway During 1998, the MTA, TA, and MTA Bridges and Tunnels entered into an agreement with the United States Trust Company of New York (collectively, the “Trust”) to provide for the lease of an office building located at 2 Broadway in New York City. Subsequently, the same parties provided for the delivery of certain certificates of participation to finance building and tenant improvements at 2 Broadway (Note 14). The lease is composed of both an operating lease (for the lease of land) (Note 21) and capital lease (for the lease of the building) elements. The lease term expires June 30, 2048, with the right to extend the term of the lease for two successive periods of fifteen years each. Rental payments will be allocated to the MTA, TA, and MTA Bridges and Tunnels based upon usage. On November 4, 2003, MTA entered into agreement to end the litigation between the MTA and the owners of the 2 Broadway facilities. The settlement provides for a rent credit to MTA Bridges and Tunnels over a 30-year period commencing January 1, 2004. The credit, which aggregated amounts to $4,525,000, has been reflected proportionately, on an annual basis through January 1, 2034, in the 2 Broadway capital lease obligations schedule included in the tables below. MTA Bridges and Tunnels has recorded capital lease assets using the net present value, and using a borrowing rate of 9.11%, and has reflected a capital lease obligation as of December 31, 2013 and 2012, of $38,505 and $38,558, respectively. Subway Cars During 1995, MTA Bridges and Tunnels entered into a sale-leaseback transaction with a third party whereby MTA Bridges and Tunnels sold certain subway cars, which were contributed by the TA, for net proceeds of $84,229. These cars were subsequently leased back by MTA Bridges and Tunnels under a - 43 - capital lease. The gain on the sale of $34,231 was deferred and netted against the carrying value of the leased assets, and the assets were recontributed to the TA. MTA Bridges and Tunnels transferred $5,488 to the MTA, representing the net economic benefit of the transaction. The remaining proceeds equal the net present value of the lease obligation, of which $71,258 was placed in an irrevocable deposit account and $7,483 was invested in U.S. Treasury Strips. The estimated yields and maturities of the deposit account and the Treasury Strips are expected to be sufficient to meet all obligations under the lease as they become due. In 2013 and 2012, there were no capital lease obligation payments which were funded by the aforementioned investments. At December 31, 2013 and 2012, the balance in the irrevocable deposit account was $76,500 and the investments in U.S. Treasury Strips had a market value of $26,802 and $25,107 at December 31, 2013 and 2012, respectively. At the end of the lease term, MTA Bridges and Tunnels has the option to purchase the subway cars for approximately $106,000, which amount has been reflected in the net present value of the lease obligation, or to make a lease termination payment of approximately $89,000, which is expected to be covered by the irrevocable deposit. Total net obligations under all capital leases as of December 31, 2013 and 2012, are as follows: (In thousands) 2013 2 Broadway Subway cars Less current portion $ 38,505 103,302 $ 38,558 101,607 141,807 140,165 (6,223) $ 135,584 - 44 - 2012 (6,276) $ 133,889 Net minimum lease payments are as follows: Aggregate Lease Payments Years Ending December 31 (In thousands) 2014 2015 2016 2017 2018 2019-2023 2024-2028 2029-2033 2034-2038 2039-2043 2044-2048 2049 $ 11,883 11,970 17,375 104,641 6,227 32,364 34,001 34,109 31,241 24,268 12,842 415 Minimum future lease payments 321,336 Less amount representing interest (179,529) $ 141,807 Total accumulated depreciation under capital leases was approximately $38,426 and $36,920 in 2013 and 2012, respectively. 17. RISK MANAGEMENT MTA Bridges and Tunnels is exposed to various risks of loss related to torts; theft of, damage to, and destruction of its assets; injuries to persons, including employees; and natural disasters. MTA Bridges and Tunnels is self-insured up to $2.6 million per occurrence for liability arising from injuries to persons, excluding employees. MTA Bridges and Tunnels is self-insured for work-related injuries to employees and for damage to third-party property. MTA Bridges and Tunnels provides reserves to cover the self-insured portion of these claims, including a reserve for claims incurred but not reported. The annual cost arising from injuries to employees and damage to third–party property is included in “Retirement & other employee benefits” and “Insurance” in the accompanying statements of revenues, expenses and changes in net position. A summary of activity in estimated liability arising from injuries to persons, including employees, and damage to third-party property, as of December 31, 2013 and 2012, is as follows: - 45 - (In thousands) 2013 Balance — beginning of year $ 28,169 2012 $ 25,430 Activity during the year: Current year claims and changes in estimates Claims paid 7,291 (5,983) 7,577 (4,838) Balance — end of year 29,477 28,169 (22,142) (12,028) Less current portion Long-term liability $ 7,335 $ 16,141 Liability Insurance — FMTAC, an insurance captive subsidiary of MTA, operates a liability insurance program (“ELF”) that insures certain claims in excess of the self-insured retention limits of the agencies on both a retrospective (claims arising from incidents that occurred before October 31, 2003) and prospective (claims arising from incidents that occurred on or after October 31, 2003) basis. For claims arising from incidents that occurred on or after November 1, 2006, but before November 1, 2009, the self-insured retention limits are: $8 million for MTA New York City Transit, MaBSTOA, MTA Bus, MTA Long Island Rail Road, and MTA Metro-North Railroad; $2.3 million for MTA Long Island Bus and MTA Staten Island Railway; and $1.6 million for MTAHQ and MTA Bridges and Tunnels. For claims arising from incidents that occurred on or after November 1, 2009, but before November 1, 2012, the self-insured retention limits are: $9 million for MTA New York City Transit, MaBSTOA, MTA Bus, MTA Long Island Rail Road and MTA Metro-North Railroad; $2.6 million for MTA Long Island Bus and MTA Staten Island Railway; and $1.9 million for MTAHQ and MTA Bridges and Tunnels. Effective November 1, 2012 the self-insured retention limits for ELF were increased to the following amounts: $10 million for MTA New York City Transit, MaBSTOA, MTA Bus, MTA Long Island Rail Road and MTA Metro-North Railroad; $3 million for MTA Staten Island Railway; and $2.6 million for MTAHQ and MTA Bridges and Tunnels. The maximum amount of claims arising out of any one occurrence is the total assets of the program available for claims, but in no event greater than $50 million. The retrospective portion contains the same insurance agreements, participant retentions, and limits as existed under the ELF program for occurrences happening on or before October 30, 2003. On a prospective basis, FMTAC issues insurance policies indemnifying the other MTA Group entities above their specifically assigned self-insured retention with a limit of $50 million per occurrence with a $50 million annual aggregate. FMTAC charges appropriate annual premiums based on loss experience and exposure analysis to maintain the fiscal viability of the program. On December 31, 2013, the balance of the assets in this program was $63.15 million. MTA also maintains an All-Agency Excess Liability Insurance Policy that affords the MTA Group additional coverage limits of $350 million for a total limit of $400 million ($350 million excess of $50 million). In certain circumstances, when the assets in the program described in the preceding paragraph are exhausted due to payment of claims, the All-Agency Excess Liability Insurance will assume the coverage position of $50 million. Property Insurance — Effective May 1, 2013, FMTAC renewed the all-agency property insurance program. For the annual period commencing May 1, FMTAC directly insures property damage claims of the other MTA Group entities in excess of a $25 million per occurrence self-insured retention (“SIR”), subject to an annual $75 million aggregate as well as certain exceptions summarized below. The total program is $500 million per occurrence covering property of the related entities collectively. FMTAC is reinsured in the domestic, Asian, London, European and Bermuda marketplaces for this coverage. - 46 - Losses occurring after the retention aggregate is exceeded are subject to a deductible of $7.5 million per occurrence. The property insurance policy provides replacement cost coverage for all risks of direct physical loss or damage to all real and personal property, with minor exceptions. The policy also provides extra expense and business interruption coverage. Supplementing the $500 million per occurrence coverage noted above, FMTAC’s property insurance program has been expanded to include a further layer of $200 million of fully collateralized storm surge coverage for losses from storm surges that surpass specified trigger levels in the New York Harbor or Long Island Sound and are associated with named storms that occur at any point in the three year period from July 31, 2013 to July 30, 2016. The expanded protection is reinsured by MetroCat Re Ltd., a Bermuda special purpose insurer formed to provide FMTAC with capital markets-based property reinsurance. The MetroCat Re reinsurance policy is fully collateralized by a Regulation 114 trust invested in U.S. Treasury Money Market Funds. The additional coverage provided is available for storm surge losses only after amounts available under the $500 million in general property reinsurance are exhausted. With respect to acts of terrorism, FMTAC provides direct coverage that is reinsured by the United States Government for 85% of “certified” losses, as covered by the Terrorism Risk Insurance Act (“TRIA”) of 2007 (originally introduced in 2002). Under the 2007 extension, terrorism acts sponsored by both foreign and domestic organizations are covered. The remaining 15% of MTA Group losses arising from an act of terrorism would be covered under the additional terrorism policy described below. Additionally, no federal compensation will be paid unless the aggregate industry insured losses exceed $100 million (“trigger”). To supplement the reinsurance to FMTAC through the 2007 Terrorism Risk Insurance Program Reauthorization Act (“TRIPRA”) program, the MTA obtained an additional commercial reinsurance policy with various reinsurance carriers in the domestic, London and European marketplaces. That policy provides coverage for (1) 15% of any “certified” act of terrorism — up to a maximum recovery of $161.25 million for any one occurrence and in the annual aggregate, (2) the TRIPRA FMTAC captive deductible (per occurrence and on an aggregated basis) that applies when recovering under the 15%“certified” acts of terrorism insurance or (3) 100% of any “certified” terrorism loss which exceeds $5 million and less than the $100 million TRIPRA trigger — up to a maximum recovery of $100 million for any occurrence and in the annual aggregate. This coverage expires at midnight on May 1, 2014. Recovery under this policy is subject to a retention of $25 million per occurrence and $75 million in the annual aggregate — in the event of multiple losses during the policy year. Should the MTA Group’s retention in any one year exceed $75 million future losses in that policy year are subject to a retention of $7.5 million. 18. LEASE-LEASEBACK TRANSACTION On March 31, 1997, the MTA entered into a lease/leaseback transaction with a third party whereby the MTA leased MTA Long Island Rail Road’s Hillside maintenance facility to the third party. The term of the lease is 22 years, and the third party has the right to renew for a further 21.5 year term. The facility was subsequently subleased back to the MTA as a capital lease, and sub-subleased by the MTA to MTA Long Island Rail Road. MTA Bridges and Tunnels has entered into a guarantee with the third party that the sublease payments will be made. Under the terms of the lease/leaseback agreement, the MTA initially received $314,000, which was utilized as follows. The MTA paid $266,000 to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland), an affiliate of the third party’s lender, which has the obligation to pay to the MTA an amount equal to the rent obligations under the sublease attributable to the debt service on the - 47 - loan from the third party’s lender. The MTA used $21,000 to purchase Treasury securities, which are pledged as collateral to the third party. The value at maturity of these Treasury securities, together with the proceeds from the aforementioned obligation of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., is sufficient to pay all of the regularly scheduled rent obligations, including the cost of purchasing the third party’s remaining rights at the end of the 22 year sublease period, if the related purchase option is exercised. A further $600 was used to pay for legal and other costs of the transaction, and $3,000 was used to pay the first rental payment under the sublease. A further $23,000 is the MTA’s net benefit from the transaction, representing consideration for the tax benefits. 19. COMMITMENTS AND CONTINGENCIES At December 31, 2013 and 2012, MTA Bridges and Tunnels had unused standby letters of credit, relative to insurance, amounting to $2.712 million. MTA Bridges and Tunnels is involved in various litigations and claims involving personal liability claims and certain other matters. Although the ultimate outcome of these claims and suits cannot be predicted at this time, management does not believe that the ultimate outcome of these matters will have a material effect on the financial position, results of operations and cash flows of MTA Bridges and Tunnels. 20. SWAP AGREEMENTS Swap Agreements Relating to Synthetic Fixed Rate Debt Board-adopted Guidelines. The Related Entities adopted guidelines governing the use of swap contracts on March 26, 2002. The guidelines were amended and approved by the Board on March 13, 2013. The guidelines establish limits on the amount of interest rate derivatives that may be outstanding and specific requirements that must be satisfied for a Related Entity to enter into a swap contract, such as suggested swap terms and objectives, retention of a swap advisor, credit ratings of the counterparties, collateralization requirements and reporting requirements. Objectives of synthetic fixed rate debt. To achieve cash flow savings through a synthetic fixed rate, MTA, MTA Bridges and Tunnels and MTA New York City Transit have entered into separate payfixed, receive-variable interest rate swaps at a cost anticipated to be less than what MTA, MTA Bridges and Tunnels and MTA New York City Transit would have paid to issue fixed-rate debt. In some cases where Federal tax law prohibits an advance refunding to synthetically refund debt on a forward basis. Fair Value. Relevant market interest rates on the valuation date (December 31, 2013) of the swaps are reflected in the following charts. As of the valuation date, all of the swaps had negative fair values. A negative fair value means that MTA, MTA Bridges and Tunnels and/or MTA New York City Transit would have to pay the counterparty that approximate amount to terminate the swap. In the event there is a positive fair value, MTA, MTA Bridges and Tunnels and/or MTA New York City Transit would be entitled to receive a payment from the counterparty to terminate the swap; consequently, MTA, MTA Bridges and Tunnels and/or MTA New York City Transit would be exposed to the credit risk of the counterparties in the amount of the swaps’ fair value should a swap with a positive fair value be terminated. The fair values listed in the following tables represent the theoretical cost to terminate the swap as of the date indicated, assuming that a termination event occurred on that date. The fair values were estimated using the zero-coupon method. This method calculates the future net settlement payments required by the swap, assuming that the current forward rates implied by the yield curve correctly anticipate future - 48 - spot interest rates. These payments are then discounted using the spot rates implied by the current yield curve for hypothetical zero-coupon bond due on the date of each future net settlement on the swap. See “Termination Risk” below. Terms and Fair Values. The terms, fair values and counterparties of the outstanding swaps of MTA Bridges and Tunnels, as well as the swaps entered into in connection with the 2 Broadway Certificates of Participation refunding, are reflected in the following tables. The MTA Bridges and Tunnels swaps are reflected in separate tables for the senior lien and subordinate revenue bonds. - 49 - MTA BRIDGES AND TUNNELS SENIOR LIEN REVENUE BONDS Notional Amounts as of 12/31/13 Associated Bond Issue Series 2002F (1) (in millions) Series 2005B-2a,b,c, 2005B-3 and 2005B4a,b,c,d,e(3) Total Variable Rate Received 5.404 SIFMA(2) 07/07/05 3.076 - 07/07/05 3.076 24.880 01/01/11 3.092 584.400 07/07/05 3.076 194.800 Series 2003B-1,2,3 and 2005A-2,3(3) Series 2005A(5)(6) Fixed Rate Paid 01/01/00 $ - Series 2002F(3) Effective Date Fair Values as of 12/31/13 (in millions) Swap Termination Date Counterparty Matured 01/01/13 67% of one-month LIBOR(4) 67% of one-month LIBOR(4) $(18.184) 01/01/32 Ambac Financial Services, L.P. Citibank, N.A. 01/01/32 Citibank, N.A. Lesser of actual bond rate or 67% of one-month LIBOR minus 45 basis points. 67% of one-month LIBOR(4) (3.288) 01/01/30 UBS AG (54.552) 01/01/32 33% each –, JPMorgan Chase Bank, NA, BNP Paribas North America, Inc. and UBS AG $804.080 - $ (76.024) - 50 - MTA BRIDGES AND TUNNELS SUBORDINATE REVENUE BONDS Associated Bond Issue Notional Amounts as of 12/31/2013 Effective Date Fixed Rate Paid Variable Rate Received $113.300 Total Swap Termination Date Counterparty (in millions) (in millions) Series 2000AB(7) Fair Values as of 12/31/2013 01/01/01 6.080 % Actual bond rate $113.300 $ (18.222) 01/01/19 JPMorgan Chase Bank, NA $ (18.222) (1) In accordance with a swaption entered into on February 24, 1999, the Counterparty paid to MTA Bridges and Tunnels a premium of $8,400,000. (2) Securities Industry and Financial Markets Association Municipal Swap Index. (3) On February 19, 2009, MTA Bridges and Tunnels General Revenue Variable Rate Refunding Bonds, Series 2005B-1, were refunded. Notional amounts from the Series 2005B-1 swap were reassigned to MTA Bridges and Tunnels General Revenue Variable Rate Refunding Bonds, Series 2002F, MTA Bridges and Tunnels General Revenue Variable Rate Bonds, Series 2003B-1,2,3 and from November 1, 2027 through November 1, 2030, to MTA Bridges and Tunnels General Revenue Variable Rate Bonds, Series 2005A-2,3. (4) London Interbank Offered Rate. (5) On November 10, 2011, MTA Variable Rate Certificates of Participation, Series 2004A associated with the swap in connection with Series 2004A Bonds, were redeemed. Notional amounts from the Series 2004A swap were reassigned to MTA Transportation Revenue Variable Rate Bonds, Series 2002G-1, Series 2011B and MTA Bridges and Tunnels General Revenue Variable Rate Bonds, Series 2005A. (6) On November 28, 2011, MTA Variable Rate Certificates of Participation, Series 2004A associated with the swap in connection with Series 2004A Bonds, were redeemed. Notional amounts from the Series 2004A swap were reassigned to MTA Transportation Revenue Variable Rate Bonds, Series 2002G-1 and Series 2011B; and MTA Bridges and Tunnels General Revenue Variable Rate Bonds, Series 2005A. (7) In accordance with a swaption entered into on August 12, 1998 with each Counterparty paying to MTA Bridges and Tunnels a premium of $22,740,000. - 51 - 2 Broadway Certificates of Participation Swaps In addition to the foregoing, MTA, MTA New York City Transit and MTA Bridges and Tunnels entered into separate ISDA Master Agreements with UBS AG relating to the $357.925 million Variable Rate Certificates of Participation, Series 2004A (Auction Rate Securities) in connection with the refunding of certain certificates of participation originally executed to fund certain improvements to the office building located at 2 Broadway in Manhattan. The 2 Broadway swaps have (1) an effective date of September 22, 2004, (2) a fixed rate paid of 3.092%, (3) a variable rate received of the lesser of (a) the actual bond rate, or (b) 67% of one-month LIBOR minus 45 basis points, and (4) a termination date of January 1, 2030. On November 28, 2011, certain portions of these swaps were re-associated with other floating rate bonds, including the MTA Bridges and Tunnels General Revenue Bonds, Series 2005A and the Transportation Revenue Bonds Series 2002G-1 and Series 2011B. On December 18, 2012, certain portions of these swaps were re-associated with other floating rate bonds, including the MTA Bridges and Tunnels General Revenue Bonds, Series 2005A and the Transportation Revenue Bonds Series 2011B. The portion remaining that is still associated with the 2004A Certificates of Participation is $100.575 million in notional amount as of December 31, 2013, of which MTA New York City Transit is responsible for $69.085 million, MTA for $21.120 million, and MTA Bridges and Tunnels for $10.359 million. As of December 31, 2013, the aggregate fair value of the remaining portion associated with the 2004A COPs was ($9.586) million (MTA Bridges and Tunnels portion is 10.3%). Counterparty Ratings The current ratings of the counterparties are as follows as of December 31, 2013: Ratings of the Counterparty or its Credit Support Provider S&P Moody’s Fitch A+ A2 A+ A A2 A A+ Aa3 A+ A A2 A Counterparty BNP Paribas North America, Inc. Citibank, N.A. JPMorgan Chase Bank, NA UBS AG - 52 - Swap Notional Summary The following table sets forth the notional amount of Synthetic Fixed Rate debt and the outstanding principal amount of the underlying floating rate series as of December 31, 2013. Series Outstanding Principal TBTA SUB 2000AB TBTA 2005B-4 (a,b,c,d,e) TBTA 2005B-3 TBTA 2005B-2 (a,b,c) TBTA 2005A-1 TBTA 2005A (2,3) TBTA 2003B (1,2,3) TBTA 2002F COPs 2004A Total (a) 113,300,000 194,800,000 194,800,000 194,800,000 57,800,000 68,225,000 199,685,000 202,610,000 100,525,000 $1,326,545,000 Notional Amount 113,300,000 194,800,000 194,800,000 194,800,000 24,880,000 (a) (a) 194,800,000 100,525,000 $1,017,905,000 Swaps assigned to future maturities of Bonds on a forward basis. Except as discussed below under the heading “Rollover Risk,” the swap agreements contain scheduled reductions to outstanding notional amounts that are expected to approximately follow scheduled or anticipated reductions in the principal amount of the associated bonds. Risks Associated with the Swap Agreements From MTA’s and MTA Bridges and Tunnels’ perspective, the following risks are generally associated with swap agreements: • Credit Risk – The counterparty becomes insolvent or is otherwise not be able to perform its financial obligations. In the event of deterioration in the credit ratings of the counterparty or MTA/MTA Bridges and Tunnels, the swap agreement may require that collateral be posted to secure the party’s obligations under the swap agreement. See “Collateralization” below. Further, ratings deterioration by either party below levels agreed to in each transaction could result in a termination event requiring a cash settlement of the future value of the transaction. See “Termination Risk” below. • Basis Risk – The variable interest rate paid by the counterparty under the swap and the variable interest rate paid by MTA and MTA Bridges and Tunnels on the associated bonds may not be the same. If the counterparty’s rate under the swap is lower than the bond interest rate, then the counterparty’s payment under the swap agreement does not fully reimburse MTA and MTA Bridges and Tunnels for its interest payment on the associated bonds. Conversely, if the bond interest rate is lower than the counterparty’s rate on the swap, there is a net benefit to MTA or MTA Bridges and Tunnels. • Termination Risk – The swap agreement will be terminated and MTA or MTA Bridges and Tunnels will be required to make a termination payment to the counterparty and, in the case of a swap agreement which was entered into for the purpose of creating a synthetic fixed rate for an advance refunding transaction may also be required to take action to protect the tax exempt status of the related refunding bonds. • Rollover Risk – The notional amount under the swap agreement terminates prior to the final maturity of the associated bonds on a variable rate bond issuance, and MTA or MTA Bridges and - 53 - Tunnels may be exposed to then market rates and cease to receive the benefit of the synthetic fixed rate for the duration of the bond issue. Credit Risk. The following table shows, as of December 31, 2013, the diversification, by percentage of notional amount, among the various counterparties that have entered into ISDA Master Agreements with MTA and/or MTA Bridges and Tunnels, or in connection with the 2 Broadway Certificates of Participation refunding. The notional amount totals below include all five swaps (including the UBS basis risk swap) in connection with the MTA Bridges and Tunnels General Revenue Variable Rate Refunding Bonds, Series 2005B. The counterparties have the ratings set forth above. Notional Amount (in thousands) $320,255 308,100 194,800 194,800 $1,017,955 Counterparty UBS AG JPMorgan Chase Bank, NA Citibank, N.A. BNP Paribas North America, Inc. Total % of Total Notional Amount 31.45% 30.27 19.14 19.14 100.00% The ISDA Master Agreements entered into with the following counterparties provide that the payments under one transaction will be netted against other transactions entered into under the same ISDA Master Agreement: • • JPMorgan Chase Bank, NA with respect to the MTA Bridges and Tunnels Subordinate Revenue Variable Rate Refunding Bonds, Series 2000AB, and Ambac Financial Services, L.P. with respect to the MTA Bridges and Tunnels General Revenue Variable Rate Refunding Bonds, Series 2002F (currently only one transaction is outstanding under that Master Agreement), Under the terms of these agreements, should one party become insolvent or otherwise default on its obligations, close-out netting provisions permit the nondefaulting party to accelerate and terminate all outstanding transactions and net the transactions’ fair values so that a single sum will be owed by, or owed to, the nondefaulting party. The fair market value of MTA's interest rate swaps changes daily primarily as a result of capital markets changes. Factors that influence LIBOR are local interest rates, banks expectations of future rate movements, liquidity in the capital markets or changes in the value of the dollar. The relative financial health of MTA's counterparties, do not directly impact the fair market value of the transaction. Collateralization. Generally, the Credit Support Annex attached to the ISDA Master Agreement requires that if the outstanding ratings of MTA or MTA Bridges and Tunnels, as the case may be, or the counterparty falls to a certain level, the party whose rating falls is required to post collateral with a thirdparty custodian to secure its termination payments above certain threshold amounts. Collateral must be cash or U.S. government or certain Federal agency securities. The following tables set forth the ratings criteria and threshold amounts relating to the posting of collateral set forth for MTA or MTA Bridges and Tunnels, as the case may be, and the counterparty for each swap agreement. In most cases, the Counterparty does not have a Fitch rating on its long-term unsecured debt, so that criteria would not be applicable in determining if the Counterparty is required to post collateral. - 54 - 2 Broadway Certificates of Participation If the highest rating of the MTA Transportation Revenue Bonds falls to Associated Bond Issue Series 2004A Then MTA, MTA Bridges and Tunnels and MTA New York City Transit must post collateral if its estimated termination payments are in excess of Fitch — BBB+, Moody’s — Baa1, or S&P — BBB+ Fitch — BBB and below or unrated, Moody’s — Baa2 and below or unrated by S&P & Moody’s, or S&P — BBB and below or unrated If the highest rating of the Counterparty’s long-term unsecured debt falls to Series 2004A $25,000,000 Then the Counterparty must post collateral if its estimated termination payments are in excess of Moody’s — Baa1 or lower, or S&P — BBB+ or lower $0 MTA Bridges and Tunnels Senior Lien Revenue Bonds Associated Bond Issue Series 2005-A1 Series 2002F (swap with Citibank, N.A.), Series 2005B-2a,b,c, 2005B3 and 2005B-4a,b,c,d,e(swap with JPM,BNP,UBS) If the highest rating of the related MTA Bridges and Tunnels bonds or the counterparty’s long-term unsecured debt falls to See 2 Broadway Certificates of Participation For counterparty, Fitch – A-, or Moody’s – A3, or S&P – AFor MTA, Fitch – BBB+, or Moody’s – Baa1, or S&P – BBB+ Then the downgraded party must post collateral if its estimated termination payments are in excess of $10,000,000 $30,000,000 For MTA, Fitch – BBB, or Moody’s – Baa2, or S&P – BBB $15,000,000 For counterparty, Fitch – BBB+ and below, or Moody’s – Baa1 and below, or S&P – BBB+ and below $ - $ - For MTA, Fitch – BBB- and below, or Moody’s – Baa3 and below, or S&P – BBB- and below - 55 - MTA Bridges and Tunnels Subordinate Revenue Bonds Then the downgraded party must post collateral if its estimated termination payments are in excess of N/A – Because MTA Bridges and Tunnels’ swap payments are insured, MTA Bridges and Tunnels is not required to post collateral, but Bear Stearns is required to post collateral if its estimated termination payments are in excess of $1,000,000. If the highest rating of the related MTA Bridges and Tunnels bonds or the counterparty’s long-term unsecured debt falls to Associated Bond Issue Series 2000AB Notwithstanding the foregoing, in the event any downgraded party is responsible for an event of default or potential event of default as defined in the ISDA Master Agreement, the downgraded party must immediately collateralize its obligations irrespective of the threshold amounts. Under each MTA and MTA Bridges and Tunnels bond resolution, the payments relating to debt service on the swaps are parity obligations with the associated bonds, as well as all other bonds issued under that bond resolution, but all other payments, including the termination payments, are subordinate to the payment of debt service on the swap and all bonds issued under that bond resolution. In addition, MTA and MTA Bridges and Tunnels have structured each of the swaps (other than the 2 Broadway swaps) in a manner that will permit MTA or MTA Bridges and Tunnels to bond the termination payments under any available bond resolution. The payments relating to debt service on the 2 Broadway swaps are parity obligations with respect to the sublease payments under the 2 Broadway Certificates of Participation, payable solely from available transportation revenues after the payment of the MTA’s transportation revenue bonds and additional parity and subordinate bonds. All other payments, including the termination payments, are payable from substantially the same pool of available transportation revenues after the payment of the MTA’s transportation revenue bonds and additional parity and subordinate bonds. The ISDA Master Agreement sets forth certain termination events applicable to all swaps entered into by the parties to that ISDA Master Agreement. MTA and MTA Bridges and Tunnels have entered into separate ISDA Master Agreements with each counterparty that governs the terms of each swap with that counterparty, subject to individual terms negotiated in a confirmation. The following table sets forth, for each swap, the additional termination events for the following associated bond issues. In certain swaps, where the counterparty has a guarantor of its obligations, the ratings criteria applies to the guarantor and not to the counterparty. 2 Broadway Certificates of Participation Associated Bond Issue Series 2004A Counterparty UBS AG Additional Termination Event(s) Negative financial events relating to the swap insurer, Ambac Assurance Corporation. MTA Bridges and Tunnels Senior and Subordinate Revenue Associated Bond Issue Senior Lien Revenue Bonds Additional Termination Events - 56 - Series 2005A Series 2002F (swap with Citibank, N.A.), Series 2005B-2a,b,c, 2005B-3 and 2005B-4a,b,c,d,e (swap with JPM,BNP,UBS) Subordinate Revenue Bonds Series 2000AB See 2 Broadway Certificates of Participation The ratings by S&P or Moody’s of the Counterparty fall below “BBB+” or “Baa1,” respectively, or the ratings of S&P or Moody’s with respect to the MTA Bridges and Tunnels Senior Lien Revenue Bonds falls below “BBB” or “Baa2,” respectively, or , in either case the ratings are withdrawn. 1. MTA Bridges and Tunnels can elect to terminate the swap relating to that Series on 10 Business Days’ notice if the Series of Bonds are converted to a fixed rate, the fixed rate on the converted Bonds is less than the fixed rate on the swap and MTA Bridges and Tunnels demonstrates its ability to make the termination payments, or MTA Bridges and Tunnels redeems a portion of the Series of Bonds and demonstrates its ability to make the termination payments. 2. Negative financial events relating to the related swap insurer, MBIA. Rollover Risk. MTA and MTA Bridges and Tunnels are exposed to rollover risk on swaps that mature or may be terminated prior to the maturity of the associated debt. When these swaps terminate, MTA or MTA Bridges and Tunnels may not realize the synthetic fixed rate offered by the swaps on the underlying debt issues. The following debt is exposed to rollover risk: Bond Associated Bond Issue Maturity Date MTA Bridges and Tunnels General Revenue Variable Rate Refunding Bonds, November 1, 2032 Series 2002F (swap with Citibank, N.A.) MTA Bridges and Tunnels General Revenue Variable Rate Bonds, Series January 1, 2033 2003B (swap with Citibank, N.A.) Swap Termination Date January 1, 2032 January 1, 2032 Swap payments and Associated Debt. The following tables contain the aggregate amount of estimated variable-rate bond debt service and net swap payments during certain years that such swaps were entered into in order to: protect against the potential of rising interest rates; achieve a lower net cost of borrowing; reduce exposure to changing interest rates on a related bond issue; or, in some cases where Federal tax law prohibits an advance refunding, achieve debt service savings through a synthetic fixed rate. As rates vary, variable-rate bond interest payments and net swap payments will vary. Using the following assumptions, debt service requirements of MTA’s and MTA Bridges and Tunnel’s outstanding variable-rate debt and net swap payments are estimated to be as follows: • • It is assumed that the variable-rate bonds would bear interest at a rate of 4.0% per annum. The net swap payments were calculated using the actual fixed interest rate on the swap agreements. - 57 - MTA (in millions) Year Ended December 31 2013 2014 2015-2019 2020-2024 2025-2029 2030-2034 Variable-Rate Bonds Principal $ 2035 Interest 9.0 14.7 163.3 293.8 356.5 729.7 $ 36.2 54.7 53.6 255.7 211.5 173.7 391.9 Net Swap Payments $ 5.2 (6.7) (6.7) (31.0) (24.0) (14.3) (5.0) (0.3) Total $ 56.9 61.7 388.1 481.3 515.8 1,116.6 41.0 MTA Bridges and Tunnels (in millions) Year Ended December 31 2013 2014 2015-2019 2020-2024 2025-2029 2030-2034 Variable-Rate Bonds Principal $ 29.8 31.3 202.0 165.4 289.2 484.9 Interest $ 47.3 46.0 206.5 173.2 133.1 23.1 Net Swap Payments $ (4.8) (5.2) (31.0) (34.1) (36.4) (5.1) Total $ 72.3 72.2 377.5 304.5 385.9 502.9 21. OPERATING LEASES During 1998, the MTA, TA and MTA Bridges and Tunnels entered into a lease and related agreements whereby each, as sub lessees, will rent for at least an initial stated term of approximately 50 years, space at 2 Broadway in lower Manhattan (Note 16). The total annual rental payments over the initial lease term are $1,600. Of this amount, approximately $488 represents land accounted for under an operating lease agreement. Rental payments will be allocated to the MTA, TA, and MTA Bridges and Tunnels based upon usage. Minimum lease payments representing MTA Bridges and Tunnels’ share of the operating lease are as follows: - 58 - Aggregate Lease Payments Year Ending December 31 (In thousands) 2014 2015 2016 2017 2018 2019-2023 2024-2028 2029-2033 2034-2038 Thereafter $ 2,405 2,405 2,405 2,405 2,405 2,405 2,405 2,405 2,405 62,535 Minimum future lease payments $ 84,180 22. RELATED PARTY TRANSACTIONS MTA Bridges and Tunnels and other affiliated MTA agencies receive support from MTA in the form of budget, cash management, finance, legal, real estate, treasury, risk and insurance management, and other services, some of which are charged back. The resulting receivables and payables from the above transactions are recorded in the due from/to MTA and affiliated agencies account included in the accompanying balance sheets. Due from/to MTA and affiliated agencies consists of the following at December 31, 2013 and 2012: (In thousands) 2013 Receivable (Payable) 2012 Receivable (Payable) Due from (due to) MTA Due from (due to) affiliated agencies $ 1,901 - $ (72,502) (22,528) $ 3,995 - $ (61,208) (51,577) Total MTA and affiliated agencies $ 1,901 $ (95,030) $ 3,995 $ (112,785) 23. SUBSEQUENT EVENTS On January 2, 2014, MTA Bridges and Tunnels entered into a firm remarketing agreement in connection with the Remarketing of $66,300 General Revenue Variable Rate Refunding Bonds, Series 2005B-4a and 2005B-4b. On February 6, 2014, MTA Bridges and Tunnels issued $250,000 General Revenue Bonds, Series 2014A. The net proceeds were issued to finance projects for MTA Bridges and Tunnels’ own facilities. On February 6, 2014, MTA Bridges and Tunnels issued $100,000 General Revenue Bond Anticipation Notes, Series 2014A. The net proceeds were issued to finance projects for MTA Bridges and Tunnels’ own facilities. - 59 - On April 16, 2014, FEMA approved, under the Public Assistance Alternative Procedures Pilot Program, approximately $329,000 in FEMA funding for repairs and $74,500 in FEMA funding for hazard mitigation of the damaged elements of the Hugh Carey Tunnel and the Queens Midtown Tunnel. ****** - 60 - REQUIRED SUPPLEMENTARY INFORMATION (Unaudited) - 61 - TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY REQUIRED SUPPLEMENTARY INFORMATION (UNAUDITED) SCHEDULE OF FUNDING PROGRESS - POSTEMPLOYMENT HEALTHCARE PLAN (In millions) Actuarial Value of Assets (a) Actuarial Accrual Liability (AAL) Initial Entry Age (b) Unfunded (AAL) (UAAL) (b-a) Year Ended Actuarial Valuation Date 12/31/2013 1/1/2012 - $ 707.0 $ 707.0 - $ 106.9 661.4% 12/31/2012 1/1/2010 - $ 691.1 $ 691.1 - $ 114.9 601.5% 12/31/2011 1/1/2010 - $ 691.1 $ 691.1 - $ 114.9 601.5% - 62 - Funded Ratio (a/b) Covered Payroll (c) (UAAL) As a Percentage of Covered Payroll ((b-a)/c)