2011-11-14T14:15:51-06:00 2010-12-31 EISNERAMPER LLP 101 WEST AVENUE PO BOX 458 JENKINTOWN PA 190460458 990 2010-01-01 134146467 TRANSITCENTER INC TRAN 2123292000 1065 AVENUE OF THE AMERICAS NO 5TH FL NEW YORK NY 10018 DAN NEUBURGER 2123292000 2011-11-11 1 2158818800 2010 2016-03-07 17:11:31Z DAN NEUBURGER 1065 AVENUE OF THE AMERICAS NO 5TH FL NEW YORK NY 10018 22394087 0 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 STATMENT ON SCHEDULE O-PAGE 36 6 5 89 5 0 0 0 0 20845681 21053595 182449 54750 1044613 1285742 22072743 22394087 0 0 0 0 8541812 9778634 0 0 15368 10789592 8949133 19331404 18727767 2741339 3666320 101478833 97639571 89828438 82322856 11650395 15316715 X PLEASE REFER TO SCHEDULE O 0 0 4837117 6701801 THE TRANSITCHEK PROGRAM 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 IS NOW ADMINISTERED BY THE CORPORATION.IN CONNECTION WITH ITS OPERATION OF THE TRANSITCHEK PROGRAM, THE CORPORATION PERFORMS THE FOLLOWING MAJOR SERVICES: 1) MARKETS THE BENEFITS OF MASS TRANSPORTATION AND THE USE OF TRANSITCHEK TO EMPLOYERS AND EMPLOYEES; 2) OPERATES THE TRANSITCHEK ORDER DELIVERY AND CUSTOMER SERVICE FUNCTIONS; 3) MANAGES 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) PROVIDES 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 HAS EXPANDED THE REACH OF THE TRANSITCHEK PROGRAM TO OTHER MARKETS NATIONWIDE.THE CORPORATION LESSENS 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 SUPPORTING THE VARIOUS TRANSPORTATION AGENCIES IN THE REGION AND RELIEVES 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. 4837116 6701801 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. 3224744 4467867 AS PART OF TRANSITCHEK AND PREMIUM TRANSITCHEK, THE CORPORATION MARKETS AND SELLS 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 MARKETS AND SELLS 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. TRANSITCHEK MARKETS THE METROCARD PROGRAM AT ITS OWN EXPENSE, AND PAYS THE COST OF PRINTING AND PACKING THE CARDS.THE CORPORATION ALSO MARKETS THE PREMIUM TRANSITCHEK METROCARD ("PREMIUM CARD") PROGRAM. THE PREMIUM CARD ALLOWS EMPLOYEES TO RECEIVE A YEARLY "UNLIMITED RIDE" METROCARD. THIS CARD REDUCES THE VOLUME OF TRAVELERS WHO NEED TO PURCHASE METROCARDS AT STATION BOOTHS AND REDUCES 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 HAS 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 LESSEN 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 LESSENS 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 REDUCES TRAFFIC CONGESTION AND AIR POLLUTION, LESSENS THE BURDENS OF GOVERNMENT, AND IS IN FURTHERANCE OF THE CORPORATION'S EXEMPT PURPOSES. 3224744 4467868 RESEARCH AND EDUCATION INITIATIVES: PROVIDE VALUABLE RESEARCH AND PUBLIC INFORMATION -- FROM CONDUCTING AND FREELY DISTRIBUTING WHITE PAPERS LIKE THE ANNUAL COMMUTER BENEFITS IMPACT SURVEY, TO CREATING AND SHARING PUBLIC TRANSPORTATION GUIDES FOR MAJOR CITIES AT NO COST, AND CONDUCTING RESEARCH HELPFUL TO TRANSIT OPERATORS ON TOPICS SUCH AS UNDERSTANDING THE RELATIONSHIP BETWEEN FARE LEVELS AND RIDERSHIP LEVELS WE GIVE 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 -- WE INCREASE 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. FOSTERING RELATIONSHIPS WITH ASSOCIATIONS AND TRANSIT OPERATORS -- WORKING WITH FEDERAL, STATE AND LOCAL GOVERNMENT AGENCIES, NATIONAL TRANSPORATION ORGANIZATIONS, BUSINESSES AND TRANSPORTATION AND ENVIRONMENTAL ADVOCACY GROUPS, SHARING INFORMATION AND RESOURCES KEEPS OUR MISSION AT THE FOREFRONT OF THE INDUSTRY.WEBSITE INFORMATION: THE CORPORATION OPERATES 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 PROVIDES CURRENT INFORMATION ON CHANGES IN TRANSIT SERVICES WHICH MAY IMPACT THE USE OF TRANSIT SUCH AS FARE INCREASES AND THE LIKE. THE WEBSITE ALSO PROVIDES INFORMATION ON ITS TRANSITCHEK BASIC AND TRANSITCHEK PREMIUM PROGRAMS.ELECTRONIC NEWSLETTER: THE CORPORATION DISTRIBUTES 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" IS 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. 3224744 4467868 16123721 1 0 0 1 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 1 22 0 1 89 1 0 0 0 0 0 0 0 0 0 0 X 6 5 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CT NJ NY X DAVID SCHWARTZ TREASURER & CFO 2123292000 1065 AVE OF THE AMERICAS 16TH FL NEW YORK NY 10018 ROSEMARY SCANLON 1.00 X 0 0 1068 MAXINE FINKELSTEIN 1.00 X 0 0 1068 N VANUE GOPAL 1.00 X 0 0 1068 HENRY LANIER 1.00 X 0 0 1068 ANDREW MCKEON 1.00 X 0 0 1068 DANIEL NEUBURGER 36.30 X X 309454 0 44760 EDWARD TAFFET 36.30 X 299302 0 39763 DAVID SCHWARTZ 36.30 X 296492 0 52656 NATHALIE VANHEUSDEN 36.30 X 245122 0 34979 EDWARD CANNON 36.30 X 7000 0 0 PAULA MURRAY 36.30 X 234115 0 12395 DANIEL FANOK 36.30 X 195617 0 33478 SUSAN GINSBERG-OSULLIVAN 36.30 X 171426 0 11266 MARK IWASYKIW 36.30 X 219469 0 32496 ROSA DACHILLE 36.30 X 158957 0 31490 LARRY FILLER 36.30 X 260777 0 2629 2397731 0 301252 10 1 1 0 FIS PO BOX 88440 MILWAUKEE WI 53288 PRODUCT PROCESSING 3337781 THE ATLANTIC GROUP 1156 AVENUE OF THE AMERICAS NEW YORK NY 10036 CONSTRUCTION 436715 STEIN ROGAN AND PARTNERS 432 PARK AVENUE SOUTH NEW YORK NY 10016 ADVERTISING, MAILING COSTS, ETC 388338 THE SWITZER GROUP 3 EAST 54TH STREET NEW YORK NY 10022 CONSTRUCTION 240588 MAKOVSKY & COMPANY INC 16 EAST 34TH STREET NEW YORK NY 10016 MARKETING 158839 6 COMMISSIONS 485000 18818132 18818132 EXPIRED PRODUCTS 485000 1355135 1355135 PACKAGING & MISC FEES 485000 880328 880328 21053595 54750 54750 INTERCHANGE REVENUE 900099 1285742 1285742 1285742 22394087 22339337 0 54750 1329527 992522 322837 14168 6639323 5517544 1121779 315369 239294 76075 905983 818552 87431 588432 457824 130608 154184 154184 140000 140000 72000 72000 153898 118125 34573 1200 898642 897815 827 773240 730647 42593 624636 624636 1221063 944289 276774 58600 51152 7448 127090 84056 43034 976995 909507 67488 185866 139226 46640 PRODUCT PROCESSING 3345885 3345885 MISCELLANEOUS 115470 89411 26059 PLACEMENT FEES 51604 41570 10034 TEMP SERVICES 49767 49473 294 BAD DEBTS 193 193 18727767 16123721 2588678 15368 753093 661464 87057756 81675374 5004173 3980220 3803965 6482132 96531 241147 15696617 13160537 2700321 2536080 2062994 2063154 101478833 97639571 3256623 3002763 103759 71075 86468056 79249018 89828438 82322856 X 11650395 15316715 11650395 15316715 101478833 97639571 3666320 0 X X 0 1 1 X 0 X 14958346 16810594 42474715 20845681 21053595 116142931 14958346 16810594 42474715 20845681 21053595 116142931 0 0 0 116142931 2957148 1977340 1076703 182449 54750 6248390 2957148 1977340 1076703 182449 54750 6248390 11781 912597 882579 1044613 1285742 4137312 17927275 19700531 44433997 22072743 22394087 126528633 0.91790 0.90850 0.04940 0.06740 X 0 1 0 0 0 0 1 72000 0 1 80198 152198 0 EXPLANATION OF OTHER LOBBYING ACTIVITIES: PART II-B, LINE 1I: GRASSROOTS LOBBYING ACTIVITIES 800886 793743 7143 555513 549317 6196 14340218 11817477 2522741 2536080 AMOUNTS PAYABLE TO TRANSIT OPERATORS 79249018 79249018 22394087 18727767 3666320 0 3666320 22394087 0 22394087 0 22394087 18727767 0 18727767 0 18727767 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: 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 2007, 2008 AND 2009 INFORMATION RETURNS ARE AVAILABLE FOR SUCH EXAMINATION. X X X X X X 1 0 0 0 0 0 0 0 0 DANIEL NEUBURGER 309342 0 0 0 112 0 24375 0 20385 0 354214 0 0 0 EDWARD TAFFET 236261 0 63041 0 0 0 30455 0 9308 0 339065 0 319912 0 DAVID SCHWARTZ 269085 0 27383 0 24 0 31200 0 21456 0 349148 0 135110 0 NATHALIE VANHEUSDEN 195099 0 50023 0 0 0 28351 0 6628 0 280101 0 263903 0 EDWARD CANNON PAULA MURRAY 197853 0 35597 0 665 0 7531 0 4864 0 246510 0 235014 0 DANIEL FANOK 162670 0 32947 0 0 0 25591 0 7887 0 229095 0 218517 0 SUSAN GINSBERG-OSULLIVAN 142808 0 28618 0 0 0 6647 0 4619 0 182692 0 194155 0 MARK IWASYKIW 190204 0 29265 0 0 0 8685 0 23811 0 251965 0 209805 0 ROSA DACHILLE 132287 0 26670 0 0 0 21423 0 10067 0 190447 0 0 0 LARRY FILLER 260572 0 0 0 205 0 570 0 2059 0 263406 0 343432 0 PART I, LINE 4A THE FOLLOWING FORMER EMPLOYEES RECEIVED SEVERANCE PAYMENTS DURING THE YEAR ENDED DECEMBER 31, 2010: LARRY FILLER, FORMER CEO - $151,250 PAULA MURRAY, FORMER VICE PRESIDENT OF SALES - $74,415 MARK IWASYKIW, FORMER VICE PRESIDENT OF IT - $49,767 AITHENT INC SERVICE PROVIDER 37273 SEE SCHED O- A MEMBER OF THE BOARD OF DIRECTORS IS THE CEO AND FOUNDER OF A TECHNOLOGY CONSULTING FIRM, AITHENT, INC. AFTER REVIEW AND IN ACCORDANCE WITH TRANSITCENTER'S CONFLICT OF INTEREST POLICY INCLUDING RECUSAL OF THE INTERESTED PARTY FROM VOTING, TRANSITCENTER'S BOARD OF DIRECTORS APPROVED THE USE OF THIS BOARD MEMBER'S FIRM TO PROVIDE SOFTWARE DEVELOPMENT SERVICES TO TRANSITCENTER IN CONNECTION WITH A MAJOR CHANGE IN TECHNOLOGY SYSTEMS. TRANSITCENTER PAID $37,273 TO THIS FIRM FOR THE YEAR ENDED DECEMBER 31, 2010. 0 FORM 990, PART VI, SECTION B, LINE 11 REVIEW PROCESS FOR FORM 990 PRIOR TO THE NOVEMBER 15TH FILING DATE, THE CFO AND STAFF PREPARE THE INFORMATION FOR THE INDEPENDENT AUDITORS TO PREPARE THE RETURN. THE CFO REVIEWS THE 990 WITH BOTH SENIOR MANAGEMENT AND THE BOARD. THE CFO RESPONDS TO ANY QUESTIONS FROM BOTH GROUPS AS NECESSARY. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY TRANSITCENTER'S CONFLICT OF INTEREST POLICIES 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. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION POLICY MANAGEMENT, IN CONJUNCTION WITH THE BOARD AS NECESSARY, CONDUCTS AN ANNUAL REVIEW OF OFFICERS' COMPENSATION. AS PART OF THIS REVIEW, THEY REFERENCE VARIOUS INFORMATION SOURCES INCLUDING PUBLICLY AVAILABLE INFORMATION/SURVEY AND COMPARISONS OF INTERNAL COMPENSATION WITHIN AND BETWEEN DEPARTMENTS TO DETERMINE APPROPRIATE COMPENSATION LEVELS. BOARD ALSO USES OUTSIDE CONSULTANTS TO PREPARE COMPENSATION STUDIES. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENTS AVAILABLE FOR PUBLIC INSPECTION FINANCIAL STATEMENTS AND FORM 990 ARE AVAILABLE ON GUIDESTAR. OTHER GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. FORM 990, PART XII, 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. LOBBYING EXPENSES SCHEDULE C, PART II-B, LINE 1(G) THE EXPENSE WAS FOR WORKING ON INCREASING THE VALUE OF THE TRANSIT BENEFIT AUTHORIZED UNDER SECTION 132(F) OF THE INTERNAL REVENUE CODE TO ENCOURAGE GREATER USE OF TRANSIT. IN ADDITION, WORK WAS DONE TO SUPPORT EFFORTS TO INCREASE FUNDING FOR TRANSIT, CREATING A NEW TAX CREDIT INCENTIVE TO ENCOURAGE EMPLOYERS TO SUBSIDIZE THE TRANSIT COMMUTING EXPENSES OF THEIR EMPLOYEES, TO EDUCATE AND RAISE THE AWARENESS ABOUT THE IMPORTANCE OF TRANSIT BENEFITS AND TRANSIT IN ADDRESSING TRAFFIC CONGESTION, CLIMATE CHANGE, AND ENERGY ISSUES. THROUGH THIS WORK, TRANSITCENTER WAS ALSO INVOLVED IN THE DEVELOPMENT OF POLICIES AND PROGRAMS AT THE NATIONAL LEVEL THAT WOULD INFLUENCE THE DEVELOPMENT OF NEW FEDERAL LAW GOVERNING THE FUNDING OF TRAVEL DEMAND MANAGEMENT PROGRAMS THAT SERVE EMPLOYERS, THE ROLE OF EMPLOYERS IN DEVELOPMENT OF TRIP REDUCTION PROGRAMS AT THE STATE AND LOCAL LEVELS, AND IN INCREASING THE SUPPORT FOR TRANSIT. FINALLY, THE EXPENSE WAS RELATED TO KEEPING TRANSIT CENTER INFORMED ABOUT THE DEVELOPMENT OF FEDERAL LEGISLATION AND NEW NATIONAL PROGRAMS THAT WOULD IMPACT ITS MISSION TO ENCOURAGE GREATER USE OF TRANSIT. ORGANIZATION'S MISSION STATEMENT FORM 990, PART III 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. FROM 1987 TO 1991, FUNDING WAS PROVIDED BY A DEVELOPMENT GRANT FROM THE UNITED STATES DEPARTMENT OF TRANSPORTATION IN ADDITION TO ANNUAL OPERATING SUBSIDIES PROVIDED BY MTA, NJ TRANSIT, AND PATH. TRANSITCENTER WAS ESTABLISHED AS A SEPARATE ORGANIZATION FOCUSED ON ENCOURAGING GREATER USE OF MASS TRANSPORTATION WHILE REDUCING THE BURDEN ON PATH, AND ITS GOVERNMENTAL AGENCY PARTNERS, IN HOSTING AND OPERATING THE PREDECESSOR PROGRAMS. TRANSITCENTER'S MISSION, AS SET FORTH IN ITS CERTIFICATE OF INCORPORATION, IS TO PROMOTE CONSERVATION OF NATURAL RESOURCES, RELIEVE TRAFFIC CONGESTION, AND REDUCE AIR POLLUTION, AND INCLUDES THE FOLLOWING SPECIFIC PURPOSES: 1. TO SUPPORT AND PROMOTE THE USE OF MASS TRANSPORTATION; 2. TO LESSEN THE BURDEN OF GOVERNMENTAL AGENCIES WHICH OPERATE TRANSIT SERVICE BY PROVIDING SUPPORT AT EMPLOYER WORK SITES, THROUGH ACTIVITIES SUCH AS THE DISTRIBUTION OF TRANSIT FARE MEDIA AND INFORMATION, AND BY RELIEVING THESE AGENCIES OF THE BURDEN OF UNDERTAKING EFFORTS INDIVIDUALLY; 3. TO SUPPORT GOVERNMENTAL PROGRAMS WHOSE AIMS ARE TO REDUCE CONGESTION AND IMPROVE AIR QUALITY; 4. TO PROMOTE COMMUNICATION AND UNDERSTANDING AMONG PUBLIC TRANSIT PROVIDERS, THE BUSINESS COMMUNITY AND THE PUBLIC; AND 5. TO DEVELOP AND OPERATE FINANCIAL AND OTHER INCENTIVE PROGRAMS THAT ENCOURAGE THE GREATER USE OF MASS TRANSPORTATION INCLUDING TRANSIT PASS AND VOUCHER PROGRAMS THAT FACILITATE EMPLOYERS' USE OF FEDERAL AND STATE BENEFITS THAT PROVIDE TAX SAVINGS TO EMPLOYEES WHO COMMUTE BY TRANSIT. IN RECOGNITION OF TRANSITCENTER'S EXPANDING MARKET AND THE ADDITIONAL SERVICE NEEDS OF ITS EMPLOYER CUSTOMERS, THE BYLAWS WERE AMENDED TO ALLOW A CHANGE IN THE COMPOSITION OF THE BOARD OF DIRECTORS AT THE END OF 2004 TO REFLECT ITS EXPANDED SCOPE OF SERVICES. PUBLIC AGENCY EX-OFFICIO GOVERNANCE WAS REPLACED WITH A CORE BOARD OF ELECTED, PRIVATE INDIVIDUALS WITH SIGNIFICANT GOVERNMENTAL AND PRIVATE BUSINESS EXPERIENCE TO ALLOW TRANSITCENTER TO ACHIEVE ITS PUBLIC MISSION THROUGH A NATIONAL PRESENCE IN MAJOR TRANSIT MARKETS THROUGHOUT THE COUNTRY.