2012-11-15T06:41:46-06:00 2011-12-31 EISNERAMPER LLP 101 West Avenue Jenkintown PA 19046 990 2011-01-01 134146467 TRANSITCENTER INC % BTQ FINANCIAL TRAN 2123292000 200 PARK AVENUE NEW YORK NY 10166 ROSEMARY SCANLON 2012-11-15 true David A Gruber 2158818800 2011 2016-02-24 21:20:13Z ROSEMARY SCANLON 200 PARK AVENUE NEW YORK NY 10166 31182637 false X WWW.TRANSITCENTER.COM X 2000 NY TRANSITCENTER'S MISSION IS TO ENCOURAGE GREATER USE OF PUBLIC AND PRIVATE TRANSIT SERVICES IN ORDER TO REDUCE TRAFFIC CONGESTION AND AIR POLLUTION. SEE DETAILED MISSION STATEMENT IN SCHEDULE O. 6 5 97 5 0 0 0 21053595 29494252 54750 41427 1285742 1646958 22394087 31182637 0 0 0 0 9778634 10199998 0 0 17506 8949133 8817207 18727767 19017205 3666320 12165432 97639571 86147118 82322854 58664969 15316717 27482149 X FOR CALENDAR YEAR 2011, TRANSITCENTER, INC. ("TRANSITCENTER" OR THE "CORPORATION") WAS INCORPORATED AS A NOT-FOR-PROFIT CORPORATION, UNDER NEW YORK LAW ON MAY 23, 2000. AS A NEWLY-FORMED ENTITY, TRANSITCENTER SUCCEEDED TO THE PROGRAMS (THE "PREDECESSOR PROGRAMS") CARRIED ON UNDER A 1986 OPERATING AGREEMENT AMONG THE PORT AUTHORITY TRANS-HUDSON CORPORATION ("PATH") ; THE NEW YORK METROPOLITAN TRANSPORTATION AUTHORITY ("MTA"), A STATE-CREATED PUBLIC AUTHORITY; AND NEW JERSEY TRANSIT CORPORATION ("NJ TRANSIT"), THE STATE-WIDE RAIL AND BUS TRANSIT AGENCY OF NEW JERSEY. MTA IS THE PARENT AUTHORITY OF THE MTA LONG ISLAND RAIL ROAD ("LIRR"), MTA METRO-NORTH RAILROAD ("METRO-NORTH") AND MTA NEW YORK CITY TRANSIT ("NYC TRANSIT"). THE OPERATING AGREEMENT PROVIDED THAT PATH WOULD ACT AS THE HOST AGENCY FOR THE PREDECESSOR PROGRAMS AND CARRY OUT ALL OTHER REQUIRED FUNCTIONS. THOSE PROGRAMS INCLUDED A TRANSIT VOUCHER SYSTEM, MARKETING ACTIVITIES, TRANSIT PASS PROGRAMS AND INFORMATIONAL SERVICES. FR false false 4825081 9342363 THE TRANSITCHEK PROGRAM, WHICH WAS SOLD TO WAGEWORKS, INC ON FEBRUARY 1, 2012, IS AN INNOVATIVE METHOD OF AIDING EMPLOYERS IN PROVIDING TO THEIR EMPLOYEES THE OPPORTUNITY TO TAKE ADVANTAGE OF THE TAX-FREE TRANSIT BENEFIT PROGRAM AUTHORIZED UNDER SECTION 132(F) OF THE INTERNAL REVENUE CODE (THE "CODE") QUALIFIED TRANSPORTATION FRINGES. TRANSIT FARE MEDIA, AND OTHER BENEFIT PRODUCTS THAT CAN BE USED TO PURCHASE TRANSIT FARE MEDIA, ARE SHIPPED DIRECTLY TO THE EMPLOYER WHO, IN TURN, RE-DISTRIBUTES IT TO THE EMPLOYEE. TRANSITCHEK VOUCHERS AND ELECTRONIC STORED VALUE CARDS THAT ENABLE EMPLOYEES TO USE TAX-FREE FUNDS, UP TO $230 A MONTH AS OF MARCH 1, 2009, TO EFFICIENTLY AND CONVENIENTLY PURCHASE "FARE MEDIA" FROM TRANSIT OPERATORS ACROSS THE COUNTRY (INCLUDING SUBWAY, BUS, PASSENGER RAIL, FERRY AND VANPOOLS). THE TRANSITCHEK PROGRAM ALSO PROVIDES VARIOUS TYPES OF TRANSIT PASSES, (SUCH AS THE NEW YORK CITY TRANSIT METROCARD), TO EMPLOYERS FOR DISTRIBUTION TO EMPLOYEES, AS ANOTHER MEANS TO OFFER THE TAX-FREE BENEFIT. THE TRANSITCHEK PROGRAM PROVIDES A CONVENIENT MECHANISM FOR EMPLOYERS TO PROVIDE THE TRANSPORTATION BENEFIT UNDER SECTION 132(F) OF THE CODE TO EMPLOYEES. TRANSITCENTER HAS OPERATED THE TRANSITCHEK PROGRAM SINCE JANUARY 1, 2001. THE TRANSITCHEK PROGRAM WAS FIRST IMPLEMENTED ON OCTOBER 7, 1987, THROUGH AN INTERAGENCY PARTNERSHIP OF PUBLIC AGENCIES (MTA, PATH AND NJ TRANSIT) AND THE BUSINESS COMMUNITY REPRESENTED BY THE NEW YORK CITY CHAMBER OF COMMERCE AND INDUSTRY. THE GOAL OF THE PROGRAM WAS TO INCREASE THE USE OF MASS TRANSPORTATION BY MAKING IT ADMINISTRATIVELY EASIER FOR EMPLOYERS AND EMPLOYEES TO TAKE ADVANTAGE OF THE TRANSPORTATION-RELATED TAX BENEFITS MADE AVAILABLE BY CONGRESS, ALL IN THE CONTEXT OF A REGION WHICH IS SERVED BY AN EXTREMELY COMPLEX NETWORK OF DIVERSE TRANSPORTATION PROVIDERS. THE TRANSITCHEK PROGRAM WAS ADMINISTERED BY THE CORPORATION. IN CONNECTION WITH ITS OPERATION OF THE TRANSITCHEK PROGRAM, THE CORPORATION PERFORMED THE FOLLOWING MAJOR SERVICES: 1) MARKETED THE BENEFITS OF MASS TRANSPORTATION AND THE USE OF TRANSITCHEK TO EMPLOYERS AND EMPLOYEES; 2) OPERATED THE TRANSITCHEK ORDER DELIVERY AND CUSTOMER SERVICE FUNCTIONS; 3) MANAGED THE TRANSITCHEK PAYMENT SYSTEM TO ENSURE THAT ALL PARTICIPATING TRANSIT AND VANPOOL OPERATORS RECEIVE PAYMENT FOR FARE MEDIA WHEN ACCEPTING TRANSITCHEK VOUCHERS OR ELECTRONIC STORED VALUE CARDS; AND 4) PROVIDED REPORTS AND ANALYSIS OF THE PROGRAM'S PERFORMANCE. TRANSITCHEK ALSO MARKETS THE METROCARD PROGRAM AT ITS OWN EXPENSE, AND PAYS THE COST OF PRINTING AND PACKING THE CARDS. THE CORPORATION EXPANDED THE REACH OF THE TRANSITCHEK PROGRAM TO OTHER MARKETS NATIONWIDE. THE CORPORATION LESSENED THE BURDENS OF THE GOVERNMENT BY ADMINISTERING THE TRANSITCHEK PROGRAM AND THUS ELIMINATING THAT RESPONSIBILITY FROM THE VARIOUS MASS TRANSPORTATION AGENCIES THROUGHOUT THE NATION, WHILE HELPING TO ACHIEVE KEY GOVERNMENTAL GOALS TO REDUCE TRAFFIC CONGESTION AND AIR POLLUTION BY FACILITATING THE USE OF MASS TRANSPORTATION. BY ASSISTING EMPLOYERS AND EMPLOYEES AND EXPANDING THE USE OF MASS TRANSPORTATION, THE CORPORATION IS DIRECTLY SUPPORTED THE VARIOUS TRANSPORTATION AGENCIES IN THE REGION AND RELIEVED THEM OF MANY BURDENS RELATED TO THE MARKETING AND ADMINISTRATION OF THEIR PROGRAMS AND OPERATIONS. A 2008 SURVEY CONDUCTED BY BUSINESSWEEK RESEARCH SERVICES IN PARTNERSHIP WITH TRANSITCENTER, FOUND THAT THE TRANSITCHEK PROGRAM, ALONG WITH THE PREMIUM TRANSITCHEK PROGRAM DISCUSSED BELOW, DOES INCREASE THE USE OF MASS TRANSPORTATION. THE SURVEY FOUND THAT 18% OF TRANSIT BENEFIT USERS INCLUDING TRANSITCHEK USERS SURVEYED SAID THAT THEY DID NOT USE MASS TRANSIT BEFORE RECEIVING TRANSIT BENEFITS. THE TRANSITCHEK PROGRAM HAS, THUS, MADE AN IMPACT ON TRANSIT RIDERSHIP, PROVIDES SUBSTANTIAL BENEFITS TO MASS TRANSPORTATION AGENCIES BY RELIEVING THEM OF THE BURDEN OF SELLING THEIR TRANSIT PASSES, AND REDUCED CONGESTION AND AIR POLLUTION. WITH THE SALE OF THE TRANSITCHEK PRODUCT IN 2012, THE TRANSITCENTER BOARD AND STAFF WILL CONTINUE TO ENGAGE IN ACTIVITIES TO ACHIEVE ITS MISSION OF REDUCING TRAFFIC CONGESTION, INCREASING USE OF PUBLIC TRANSPORTATION AND PRESERVING THE ENVIRONMENT. 4825082 9342363 IN 2011, TRANSITCENTER OPERATED THE TRANSITCHEK PROGRAM, WHICH WAS SOLD TO WAGEWORKS, INC ON FEBRUARY 1, 2012. THE PREMIUM TRANSITCHEK PROGRAM ALLOWS EMPLOYERS TO ARRANGE TO HAVE THEIR EMPLOYEES OBTAIN THE TRANSIT TAX BENEFIT CONVENIENTLY BY RECEIVING THEIR TAX-FREE BENEFIT DIRECTLY FROM TRANSITCENTER. EMPLOYERS WHO PARTICIPATE IN THE PREMIUM TRANSITCHEK PROGRAM ENROLL VIA THE INTERNET AT A SECURE WEBSITE CREATED AND MAINTAINED BY TRANSITCENTER, OR BY CALLING A TOLL-FREE TELEPHONE NUMBER. EMPLOYEES RECEIVE A TRANSIT BENEFIT APPROPRIATE FOR THE TYPE OF TRANSIT COMMUTE THEY MAKE IN THE FORM OF A TRANSITCHEK VOUCHER, PREMIUM TRANSITCHEK METROCARD, OTHER TRANSIT PASSES, OR AN ELECTRONIC STORED VALUE CARD. THE PREMIUM TRANSITCHEK PROGRAM CAN ALSO BE USED IN CONJUNCTION WITH TRANSIT OPERATORS' TICKET-BY-MAIL PROGRAMS, WHICH ARE FAR MORE EFFICIENT AND LESS COSTLY FOR TRANSIT OPERATORS THAN SELLING TICKETS AT RAIL AND BUS STATIONS. THE PREMIUM TRANSITCHEK PROGRAM, IN DECREASING THE COST AND INCREASING THE EFFICIENCY OF SELLING TICKETS TO COMMUTERS IN REGIONS MARKED BY EXTREMELY COMPLEX TRANSIT SYSTEMS LIKE NEW YORK AND SAN FRANCISCO FURTHERS THE CORPORATION'S EXEMPT PURPOSE BY LESSENING THE BURDEN OF GOVERNMENT. EMPLOYERS, IN TURN, ARE MORE LIKELY TO PARTICIPATE IN THE TRANSIT TAX BENEFIT PROGRAM BY REASON OF THE AVAILABILITY, AND EASE OF USE OF THE PROGRAM, AND AS A RESULT MORE EMPLOYEES ARE LIKELY TO USE MASS TRANSPORTATION, THEREBY ALSO FURTHERING THE CORPORATION'S GOALS OF REDUCING TRAFFIC CONGESTION AND AIR POLLUTION. 3216721 6228242 PRIOR TO THE SALE OF THE TRANSITCHECK PROGRAM IN 2012, AS PART OF TRANSITCHEK AND PREMIUM TRANSITCHEK, THE CORPORATION MARKETED AND SOLD FARE MEDIA DIRECTLY TO EMPLOYERS AND EMPLOYEES, THEREBY LESSENING THE COST AND BURDEN TO THE TRANSPORTATION AGENCIES OF MARKETING AND SELLING FARE MEDIA. THE CORPORATION MARKETED AND SOLD MAGNETIC FARE CARDS, SUCH AS NYC TRANSIT'S METROCARDS, THROUGH THE TRANSITCHEK PROGRAM. MAGNETIC FARE CARDS REPLACE TOKENS, AND REPRESENT A MODERN, EFFICIENT METHOD OF PAYING FOR TRAVEL ON NEW YORK CITY SUBWAYS AND BUSES. BEFORE THE SALE IN 2012, TRANSITCHEK MARKETED THE METROCARD PROGRAM AT ITS OWN EXPENSE, AND PAID THE COST OF PRINTING AND PACKING THE CARDS. THE CORPORATION ALSO MARKETED THE PREMIUM TRANSITCHEK METROCARD ("PREMIUM CARD") PROGRAM. THE PREMIUM CARD ALLOWED EMPLOYEES TO RECEIVE A YEARLY "UNLIMITED RIDE" METROCARD. THIS CARD REDUCED THE VOLUME OF TRAVELERS WHO NEED TO PURCHASE METROCARDS AT STATION BOOTHS AND REDUCED THE OPERATING COSTS OF THE METROCARD SYSTEM. THE PROGRAM WAS DEVELOPED BY TRANSITCENTER IN PARTNERSHIP WITH NEW YORK STATE'S METROPOLITAN TRANSPORTATION AUTHORITY'S NYC TRANSIT TO ASSIST THE NEW YORK CITY MUNICIPAL GOVERNMENT IN PROVIDING THE TRANSIT TAX BENEFIT TO CITY EMPLOYEES IN AN EFFICIENT MANNER. THE CORPORATION EXPANDED THE PROGRAM TO INCLUDE PRIVATE EMPLOYERS THROUGHOUT THE REGION THROUGH THE INCORPORATION OF THE PREMIUM CARD INTO TRANSITCENTER'S PREMIUM TRANSITCHEK PROGRAM. AS IN THE CASE WITH THE TRANSITCHEK PROGRAM, THE TRANSIT PASS PROGRAMS LESSENED THE BURDEN ON GOVERNMENTAL AGENCIES BY DISTRIBUTING FARE MEDIA IN A MORE COST-EFFECTIVE MANNER, THEREBY REDUCING THE AGENCIES' OPERATING COSTS AND THEIR NEED TO INCREASE FARES. THE PREMIUM CARD PROGRAM ALSO LESSENED THE BURDENS OF OPERATING ITS OWN EMPLOYEE TRANSIT PROGRAM FOR THE NEW YORK CITY GOVERNMENT. BY SUPPORTING AND PROMOTING THE USE OF MASS TRANSPORTATION, THE TRANSIT PASS PROGRAM REDUCED TRAFFIC CONGESTION AND AIR POLLUTION, LESSENED THE BURDENS OF GOVERNMENT, AND WAS IN FURTHERANCE OF THE CORPORATION'S EXEMPT PURPOSES. 3216721 6228242 16083605 true false false true false false false false false true false false false true true true false false false false false false false false false false false false true false false false false false false false false false false false false false false false false false false false 0 0 97 true false false false false false false false false false false X 6 5 false false false false false false false true true false false true true true true true false true true false CT NJ NY X BTQ FINANCIAL 2129012500 80 BROAD STREET 15TH FL NEW YORK NY 10004 ROSEMARY SCANLON 2.0 X 0 0 1233 MAXINE FINKELSTEIN 2.0 X 1233 N VENU GOPAL 2.0 X 1233 HENRY LANIER 2.0 X 1233 ANDREW MCKEON 2.0 X 1233 DANIEL NEUBURGER 47.5 X X 411896 25748 EDWARD TAFFET 45.0 X 324616 14716 DAVID SCHWARTZ 45.0 X 365502 27625 NATHALIE VANHEUSDEN 45.0 X 281762 12179 EDWARD CANNON 45.0 X 191534 21910 DANIEL FANOK 45.0 X 214362 12013 ROSA DACHILLE 45.0 X 175314 13798 JOSEPH MICARA 45.0 X 190129 25450 KATHLEEN MCMINN 45.0 X 184967 12077 BARBARA KLEIN 45.0 X 174467 10052 2514549 0 181733 10 false true false FULBRIGHT JAWORSKI LLP 666 FIFTH AVENUE NEW YORK NY 10103 LEGAL 438263 EISNERAMPER LLP 2015 LINCOLN HIGHWAY EDISON NJ 08817 AUDIT 130730 FIS PO BOX 88440 MILWAUKEE WI 53288 PRODUCT PROCESSING 3191575 MAKOVSKY COMPANY INC 16 EAST 34TH STREET NEW YORK NY 10016 MARKETING 159902 THE ATLANTIC GROUP 1156 6TH AVENUE NEW YORK NY 10036 CONSTRUCTION 136747 5 0 COMMISSIONS 485000 17583951 17583951 EXPIRED PRODUCTS 485000 10863766 10863766 PACKAGING AND OTHER FEES 485000 1046535 1046535 29494252 41427 41427 0 0 0 0 0 0 INTERCHANGE REVENUE 485000 1646958 1646958 1646958 31182637 31141210 41427 0 0 0 0 1677488 1284059 375923 17506 0 6797463 5489745 1307718 231611 187045 44566 829785 679864 149921 663651 494716 168935 0 170526 170526 120730 120730 72000 72000 0 0 0 856205 855605 600 715961 661520 54441 467616 467616 0 1483762 1208693 275069 87775 75642 12133 0 115401 69639 45762 0 0 937970 873137 64833 203597 143133 60464 PRODUCT PROCESSING 2911713 2911713 RAW MATERIALS 278072 278072 BAD DEBTS 157770 157770 PLACEMENT FEES 71286 60030 11256 166823 113606 53217 19017205 16083605 2916094 17506 661464 -907577 81675374 75368863 0 0 3980220 1157403 0 0 0 0 0 0 6482132 6514329 241147 1008406 16644458 14098507 2536080 2545951 0 0 0 0 0 0 0 0 2063154 459743 97639571 86147118 3002761 3639261 0 0 71075 130081 0 0 0 0 0 0 0 0 0 0 79249018 54895627 82322854 58664969 X 15316717 27482149 0 0 0 0 15316717 27482149 97639571 86147118 12165432 X false true true X false X 16810594 42474715 20845681 21053595 29494252 130678837 16810594 42474715 20845681 21053595 29494252 130678837 130678837 1977340 1076703 182449 54750 41427 3332669 1977340 1076703 182449 54750 41427 3332669 912597 882579 1044613 1285742 1646958 5772489 19700531 44433997 22072743 22394087 31182637 139783995 0.93486 0.91790 0.02384 0.04940 X false true false false false false true 157300 false true 11508 168808 false Part IV Political Activities GRASSROOTS LOBBYING ACTIVITIES DIRECT LOBBYING ACTIVITIES FORM 990 - SCHEDULE C, PART II B, LINE 1G TransitCenter staff and consultants engaged in direct lobbying activities in support of the transit portion of the federal pre-tax commuter benefit. Advocacy activities centered on efforts to extend tax legislation that increased the pre-tax monthly limit for the transit benefit to the same level as the parking portion of the commuter benefit. A provision was included in the American Recover and Reinvestment Act of 2009 to increase the transit benefit to the same level as the parking level on a temporary basis. After a one year extension of this provision in 2010, it was set to expire on December 31, 2011. TransitCenter contacted members of the U.S Senate and House of Representatives to seek inclusion of a provision as part of larger tax or transportation related legislation to further extend the increased monthly limit of the transit portion of the commuter benefit. OTHER LOBBYING EXPENSES FORM 990 - SCHEDULE C, PART II-B, LINE 1I TransitCenter paid dues in the amount of $1000 to the Employers Council on Flexible Benefits and $508 to the American Public Transportation Association to support their lobbying efforts to extend the provision to extend parity between the parking and transit portions of the commuter benefit, and for general advocacy in support of public transportation. TransitCenter paid dues in the amount of $10,000 to support the activities of the Commuter Benefits Work for Us Coalition. The primary function of the coalition was to develop and support an advocacy website, www.commuterbenefitsworkforus.com, which encouraged and facilitated supporters of the transit commuter benefit to send letters to their Members of Congress to encourage them to support efforts to maintain parity between the transit and parking portions of the commuter benefit. 1637507 864389 773118 13753145 12554333 1198812 1253806 679785 574021 2545951 0 AMOUNTS PAYABLE TO TRANSIT OPERATORS 54895627 54895627 31182637 19017205 12165432 12165432 31182637 31182637 31182637 19017205 19017205 19017205 PART X, LINE 2 U.S. GAAP requires entities to evaluate, measure, recognize and disclose any uncertain income tax positions taken on their federal or state tax returns. Management has evaluated the impact of this standard on its financial statements and believes that there are no uncertain tax positions. The Company's federal and state information returns are subject to examination by the Internal Revenue Service and the various states the Company files in for three years from the date the returns are filed. The 2008, 2009 and 2010 information returns are available for such examination. X X X X X X false false false false false false false false false EDWARD TAFFET 260653 63963 7314 7402 339332 NATHALIE VANHEUSDEN 227770 53992 6420 5759 293941 DAVID SCHWARTZ 291308 74194 7350 20275 393127 DANIEL FANOK 182936 31426 4658 7355 226375 DANIEL NEUBURGER 346708 65188 5016 20732 437644 EDWARD CANNON 190694 840 2415 19495 213444 ROSA DACHILLE 149792 25522 4113 9685 189112 JOSEPH MICARA 182333 7796 20260 5190 215579 KATHLEEN MCMINN 181494 3473 2120 9957 197044 BARBARA KLEIN 148109 26358 3999 6053 184519 990 REVIEW PROCESS FORM 990, PART VI, SECTION B, LINE 11 PRIOR TO THE NOVEMBER 15TH FILING DATE, THE BOARD'S AUDIT COMMITTEE AND STAFF WORKED WITH THE CFO AND STAFF OF WAGEWORKS, INC, TO GATHER ALL NECESSARY INFORMATION FOR THIS REPORT AS IT PERTAINED TO BUSINESS OPERATIONS IN 2011. THESE WAGEWORKS STAFF WERE, PRIOR TO THE FEBRUARY 1, 2012 SALE OF THE TRANSITCHEK BUSINESS TO WAGEWORKS, EMPLOYED BY TRANSITCENTER AND CRITICAL TO OUR BUSINESS OPERATIONS IN 2011. THE AUDIT COMMITTEE AND STAFF THEN RELAYED THIS INFORMATION TO THE INDEPENDENT AUDITORS TO PREPARE THE RETURN. THE AUDIT COMMITTEE AND STAFF THEN REVIEWED AND EDITED THE RETURN. THEN THE RETURN WAS SUBMITTED TO EACH BOARD MEMBER FOR A FINAL INDEPENDENT REVIEW AND APPROVAL. CONFLICT OF INTEREST POLICY FORM 990, PART VI, SECTION B, LINE 12C TRANSITCENTER'S CONFLICT OF INTEREST POLICIES, WHICH REMAIN IN PLACE AFTER THE TRANSACTION, APPLY TO ITS GOVERNING BOARD, CORPORATE OFFICERS, EMPLOYEES AND ANY OTHERS REPRESENTING THE ORGANIZATION. TRANSITCENTER'S BYLAWS REQUIRE THAT MEMBERS OF ITS GOVERNING BOARD AND ITS CORPORATE OFFICERS DISCLOSE ALL CONFLICTS OF INTEREST PROMPTLY AT THE TIME THEY ARISE, AND ANNUALLY VIA A WRITTEN DISCLOSURE PROCESS. THE GOVERNING BOARD IS CHARGED WITH REVIEWING CONFLICT OF INTEREST TRANSACTIONS AND ASSOCIATED DECISIONS, AND MAKING A DETERMINATION REGARDING ANY RESTRICTIONS TO BE IMPOSED ON THE TRANSACTION. THEIR DETERMINATION AND ALL MATERIAL FACTS ARE RECORDED IN MEETING MINUTES. TRANSITCENTER'S EMPLOYEES ARE LIKEWISE REQUIRED TO DISCLOSE TO THEIR SUPERVISORS PROMPTLY, AND IN WRITING, ALL CONFLICTS OF INTEREST THAT ARISE AND UPPER-LEVEL MANAGERS ADDITIONALLY COMPLETE AN ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT. AN EMPLOYEE'S SUPERVISOR IS CHARGED WITH REVIEWING A REPORTED CONFLICT OF INTEREST AND ENSURING THAT THE EMPLOYEE IS NOT INVOLVED IN DECISIONS RELATED TO THE CONFLICT. COMPENSATION POLICY FORM 990, PART VI, SECTION B, LINE 15 THE TRANSICENTER BOARD DETERMINES THE APPROPRIATE SALARY FOR ITS STAFF, AND REVIEWS COMPENSATION LEVELS ON AN ANNUAL BASIS. AS PART OF THIS REVIEW, THEY REFERENCE VARIOUS INFORMATION SOURCES INCLUDING PUBLICLY AVAILABLE INFORMATION/SURVEY TO DETERMINE APPROPRIATE COMPENSATION LEVELS. BOARD ALSO USES OUTSIDE CONSULTANTS TO PREPARE COMPENSATION STUDIES. DOCUMENT AVAILABLE FOR PUBLIC INSPECTION FORM 990, PART VI, SECTION C, LINE 19 FINANCIAL STATEMENTS AND FORM 990 ARE AVAILABLE ON GUIDESTAR.ORG. OTHER GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. BOARD OVERSIGHT FORM 990, PART XIII, LINE 2C THE BOARD OF DIRECTORS ASSUMES THE RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AS WELL AS THE SELECTION OF AN INDEPENDENT ACCOUNTANT. THIS PROCESS REMAINS UNCHANGED FROM THE PRIOR YEAR. STATEMENT OF TRANSACTION ON FEBRUARY 1, 2012, TRANSITCENTER SOLD ITS BUSINESS OPERATIONS, WHICH PRIMARILY CONSISTED OF THE TRANSITCHEK PRODUCT, TO WAGEWORKS, INC. THE TRANSITCENTER BOARD AND ONE STAFF MEMBER REMAINS IN PLACE TO CONTINUE TO OPERATE THE ORGANIZATION AND TO LAUNCH A NEW CAMPAIGN TO CARRY OUT THE ORGANIZATION'S NON-PROFIT MISSION. OFFICER WHO CANNOT BE REACHED AT CORP ADDRESS FORM 990, PART VI SECTION A LINE 9 DANIEL NEUBURGER, PRESIDENT AND CEO CAN BE REACHED AT THE ADDRESS BELOW: C/O WAGEWORKS, INC. 1065 AVENUE OF THE AMERICAS NEW YORK, NY 10018 FORM 990, PART III, LINE 4D OTHER PROGRAM SERVICES PROGRAM EXPENSES: $3,216,721 GRANTS: $0 REVENUE: $6,228,242 RESEARCH AND EDUCATION INITIATIVES: IN 2011, PRIOR TO ITS SALE OF THE BUSINESS OPERATIONS TO WAGEWORKS, INC., TRANSITCENTER PROVIDED VALUABLE RESEARCH AND PUBLIC INFORMATION. TRANSITCENTER CONDUCTED AND FREELY DISTRIBUTED WHITE PAPERS LIKE THE ANNUAL COMMUTER BENEFITS IMPACT SURVEY, CREATED AND SHARED PUBLIC TRANSPORTATION GUIDES FOR MAJOR CITIES AT NO COST, AND CONDUCTED RESEARCH HELPFUL TO TRANSIT OPERATORS ON TOPICS SUCH AS UNDERSTANDING THE RELATIONSHIP BETWEEN FARE LEVELS AND RIDERSHIP LEVELS. TRANSITCENTER GAVE EMPLOYERS AND COMMUTERS RICH DATA AND RESOURCES TO SUPPORT TAKING ADVANTAGE OF TRANSIT AND COMMUTER BENEFITS WHILE HELPING TRANSIT OPERATORS MAKE MORE INFORMED DECISIONS. INFORMING AND EDUCATING THE BUSINESS COMMUNITY: IN 2011, TRANSITCENTER INCREASED THE KNOWLEDGE AMONG EMPLOYERS AND EMPLOYEES OF THE BENEFITS OF TRANSIT, COMMUTER BENEFITS AND THE LATEST BENEFITS-RELATED ISSUES - FROM IRS-COMPLIANCE ISSUES TO NEW PRODUCTS TO BEST PRACTICES FOR INCREASING BOTH CORPORATE SAVINGS AND SUSTAINABILITY. TRANSITCENTER FOSTERED RELATIONSHIPS WITH ASSOCIATIONS AND TRANSIT OPERATORS AND WORKED WITH FEDERAL, STATE AND LOCAL GOVERNMENT AGENCIES, NATIONAL TRANSPORTATION ORGANIZATIONS, BUSINESSES AND TRANSPORTATION AND ENVIRONMENTAL ADVOCACY GROUPS TO SHARE INFORMATION AND RESOURCES TO KEEP ITS MISSION AT THE FOREFRONT OF THE INDUSTRY. WEBSITE INFORMATION: PRIOR TO THE SALE OF BUSINESS OPERATIONS ON FEBRUARY 1, 2012, THE CORPORATION OPERATED PART OF ITS WEBSITE, WWW.TRANSITCENTER.COM, AS A SOURCE OF FREE AND READILY AVAILABLE INFORMATION ON THE TAX-FREE TRANSIT BENEFIT, STUDIES CONCERNING THE USE OF THE TRANSIT BENEFIT BY EMPLOYERS AND EMPLOYEES AND PROVIDED CURRENT INFORMATION ON CHANGES IN TRANSIT SERVICES WHICH MAY IMPACT THE USE OF TRANSIT SUCH AS FARE INCREASES AND THE LIKE. THE WEBSITE ALSO PROVIDED INFORMATION ON ITS TRANSITCHEK BASIC AND TRANSITCHEK PREMIUM PROGRAMS. ELECTRONIC NEWSLETTER: PRIOR TO THE SALE OF TRANSITCENTER'S BUSINESS OPERATIONS ON FEBRUARY 1, 2012, TRANSITCENTER DISTRIBUTED ELECTRONICALLY A FREE, BI-MONTHLY PUBLICATION, "TRANSITCHEK NEWSLETTER", TO APPROXIMATELY 12,000 BUSINESSES PROVIDING INFORMATION TO HELP FACILITATE THE USE OF MASS TRANSIT, PROMOTE THE VALUE OF TRANSIT BENEFITS, AND REPORT ON DEVELOPMENTS WHICH MAY IMPACT THE ADMINISTRATION OF PROGRAMS. "TRANSITCHEK NEWSLETTER" WAS ALSO POSTED ON THE CORPORATION'S WEBSITE MAKING IT AVAILABLE TO THOUSANDS MORE. FIGURES REPRESENT AN ESTIMATE OF THE PERCENTAGE OF TOTAL TIME OF THE CORPORATION'S EMPLOYEES, IN THE AGGREGATE, DEVOTED TO THE PARTICULAR ACTIVITY.