Skyway Concession Company Holdings, LLC and Subsidiary (A Delaware Limited Liability Company)

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1 Skyway Concession Company Holdings, LLC and Subsidiary (A Delaware Limited Liability Company) Consolidated Financial Statements as of and for the Years Ended December 31, 2013 and 2012 (Restated), and Independent Auditors Report

2 SKYWAY CONCESSION COMPANY HOLDINGS, LLC AND SUBSIDIARY (A Delaware Limited Liability Company) TABLE OF CONTENTS INDEPENDENT AUDITORS REPORT 1 2 CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (RESTATED): Balance Sheets 3 4 Statements of Operations 5 Statements of Members Investment 6 Statements of Cash Flows 7 Page Notes to Consolidated Financial Statements 8 24

3 INDEPENDENT AUDITORS REPORT To Skyway Concession Company Holdings, LLC: We have audited the accompanying consolidated financial statements of Skyway Concession Company Holdings, LLC and Subsidiary (the Company ), which comprise the consolidated balance sheets as of December 31, 2013 and 2012, and the related consolidated statements of operations, members investment, and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these consolidated 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 audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company 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 consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4 Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Skyway Concession Company Holdings, LLC and Subsidiary as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter Regarding Restatement As discussed in Note 2 to the consolidated financial statements, the accompanying 2012 consolidated financial statements have been restated. Our opinion is not modified with respect to this matter. May 22,

5 SKYWAY CONCESSION COMPANY HOLDINGS, LLC AND SUBSIDIARY (A Delaware Limited Liability Company) CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2013 AND 2012 (RESTATED) (In thousands) ASSETS 2012 (As Restated, 2013 see Note 2) CURRENT ASSETS: Cash and cash equivalents $ 21 $ 24 Restricted cash and cash reserves 24,568 15,904 Accounts receivable net of allowance for doubtful accounts of $5 as of December 31, 2013 and ,844 4,111 Receivable from related parties Other current assets Total current assets 30,257 20,872 PROPERTY AND EQUIPMENT: Bridges and roads 411, ,768 Machinery and equipment 1,723 1,661 Furniture and fixtures Computers and office equipment , ,987 Less accumulated depreciation (77,658) (69,453) 337, ,534 Projects in progress 310 2,864 Net property and equipment 337, ,398 CONCESSION RIGHTS Net of accumulated amortization of $136,572 and $121,286 as of December 31, 2013 and 2012, respectively 1,376,786 1,392,072 DEFERRED FINANCING COSTS Net of accumulated amortization of $6,124 and $5,411 as of December 31, 2013 and 2012, respectively 7,698 8,411 PREPAID FINANCIAL GUARANTY INSURANCE POLICY 8,528 11,570 SECURITY DEPOSITS RESTRICTED CASH AND CASH RESERVES Long-term 81,430 76,439 TOTAL $ 1,842,543 $ 1,852,777 (Continued) - 3 -

6 SKYWAY CONCESSION COMPANY HOLDINGS, LLC AND SUBSIDIARY (A Delaware Limited Liability Company) CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2013 AND 2012 (RESTATED) (In thousands) LIABILITIES AND MEMBERS INVESTMENT 2012 (As Restated, 2013 see Note 2) CURRENT LIABILITIES: Accounts payable $ 272 $ 91 Due to related parties Accrued other liabilities 718 1,124 Current portion of accrued interest 12,002 11,851 Total current liabilities 13,349 13,396 ACCRUED INTEREST Long-term 15,001 13,978 DERIVATIVE LIABILITY 703, ,530 CREDIT ENHANCEMENT LIABILITY 6,901 7,480 LONG-TERM DEBT 1,572,190 1,566,042 Total liabilities 2,310,670 2,369,426 COMMITMENTS AND CONTINGENCIES (Note 10) MEMBERS INVESTMENT: Members capital 460, ,305 Accumulated deficit (928,432) (976,954) Total members investment (468,127) (516,649) TOTAL $ 1,842,543 $ 1,852,777 See notes to consolidated financial statements. (Concluded) - 4 -

7 SKYWAY CONCESSION COMPANY HOLDINGS, LLC AND SUBSIDIARY (A Delaware Limited Liability Company) CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (RESTATED) (In thousands) 2012 (As Restated, 2013 see Note 2) REVENUES: Toll revenue $ 79,845 $ 69,802 Lease revenue Total revenues 79,967 69,938 OPERATING EXPENSES: Salaries and wages 1,534 1,376 Operations overhead Routine repairs and maintenance 1,437 1,150 Toll collection expenses 2,561 2,352 Other office and administrative expenses 1,630 1,731 Insurance 1,256 1,208 Depreciation and amortization 23,491 25,802 Total operating expenses 32,591 34,300 OPERATING INCOME 47,376 35,638 DERIVATIVES GAIN (LOSS) 25,817 (171,129) INTEREST EXPENSE Net (24,671) (27,702) NET INCOME (LOSS) $ 48,522 $ (163,193) See notes to consolidated financial statements

8 SKYWAY CONCESSION COMPANY HOLDINGS, LLC AND SUBSIDIARY (A Delaware Limited Liability Company) CONSOLIDATED STATEMENTS OF MEMBERS INVESTMENT FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (RESTATED) (In thousands) Members Accumulated Capital Deficit Total MEMBERS INVESTMENT: January 1, 2012 (As restated, see Note 2) $ 460,305 $ (813,761) $ (353,456) Net income (loss) (As restated, see Note 2) (163,193) (163,193) MEMBERS INVESTMENT: December 31, 2012 (As restated, see Note 2) 460,305 (976,954) (516,649) Net income (loss) 48,522 48,522 MEMBERS INVESTMENT December 31, 2013 $ 460,305 $ (928,432) $ (468,127) See notes to consolidated financial statements

9 SKYWAY CONCESSION COMPANY HOLDINGS, LLC AND SUBSIDIARY (A Delaware Limited Liability Company) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (RESTATED) (In thousands) 2012 (As Restated, 2013 see Note 2) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 48,522 $ (163,193) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Amortization of financing costs Financial guaranty insurance premium expense 6,292 6,292 Depreciation of property and equipment 8,205 10,516 Amortization of concession rights 15,286 15,286 Net unrealized (gain) loss on interest rate swap contracts (65,301) 140,447 Settlement payments on interest rate swap contracts 40,375 31,572 Amortization of credit enhancement (891) (891) Changes to operating assets and liabilities: Accounts receivable (733) (585) Receivable from related parties (64) 140 Prepaid expenses and other assets 73 (51) Accounts payable 181 (368) Accrued other liabilities Due to related parties 27 1 Accrued interest 8,813 9,071 Net cash provided by operating activities 61,636 49,022 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (3,180) (5,725) Change in restricted cash and cash reserves (13,655) (7,425) Net cash used in investing activities (16,835) (13,150) CASH FLOWS FROM FINANCING ACTIVITIES: Financial guaranty insurance premium paid (4,429) (4,303) Settlement payments on interest rate swap contracts (40,375) (31,572) Net cash used in financing activities (44,804) (35,875) NET CHANGE IN CASH AND CASH EQUIVALENTS (3) (3) CASH AND CASH EQUIVALENTS: Beginning of year End of year $ 21 $ 24 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for interest and swaps $ 49,263 $ 43,157 SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES: Purchase of property and equipment, but not yet paid $ 544 $ 638 Conversion of interest to additional subordinated debt $ 6,149 $ 5,866 See notes to consolidated financial statements

10 SKYWAY CONCESSION COMPANY HOLDINGS, LLC AND SUBSIDIARY (A Delaware Limited Liability Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (RESTATED) 1. DESCRIPTION OF OPERATIONS Skyway Concession Company Holdings, LLC (the Company ) is a limited liability company formed pursuant to the laws of the state of Delaware. The Company wholly owns a subsidiary, Skyway Concession Company LLC (SCC). The Company is indirectly owned 55% by Cintra Concesiones de Infraestructuras de Transporte, S.A. and 45% by Macquarie Infrastructure Partners and Macquarie Atlas Roads (collectively, the Members ). SCC was formed for the purpose of (1) leasing the Skyway Toll Bridge (the Chicago Skyway ) from the city of Chicago and (2) operating and collecting the toll revenues and maintaining the Chicago Skyway per the terms of the Concession and Lease Agreement between SCC and the city of Chicago. The Chicago Skyway is a 7.8-mile limited access highway that was opened to traffic in 1959 and provides an important link between downtown Chicago and the surrounding communities. The Chicago Skyway provides two, three-lane roadways, separated by a continuous reinforced concrete barrier median that links the Indiana Toll Road (I-90) on the eastern end to the Dan Ryan Expressway (I-94) on the western end. Approximately five miles of the highway consist of paved roadway. The remaining portion of the Chicago Skyway consists of various types of elevated bridge structures, such as overpasses, long viaduct sections, and the Calumet River Bridge and connected ramps. The Calumet River Bridge is 2,458 feet in length and provides navigation clearance of 125 feet vertically and 200 feet horizontally. On January 24, 2005, the closing date, as defined under the Concession and Lease Agreement, SCC made a payment of $1.83 billion to the city of Chicago and consequently assumed the operations of the Chicago Skyway. The Concession and Lease Agreement conveyed the following rights to SCC: Right to use roads and bridges which form part of the Chicago Skyway Right to use buildings which house the office and the toll booths A leasehold interest in the land associated with the Chicago Skyway Right to use certain computer software and hardware for the operation of the Chicago Skyway Right to use certain furniture and fixtures A concession right to operate the Chicago Skyway SCC has determined that a lease exists (the Lease Arrangement ) in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 840, Leases, as the Concession and Lease Agreement conveyed the right to SCC to operate the underlying property and equipment, and SCC has assumed the financial risk associated with operating such property and equipment

11 SCC has also determined that the Lease Arrangement qualifies as a capital lease since the term of the Concession and Lease Agreement exceeds 75% of the economic useful life of the leased property. Consequently, the one-time lease payment of $1.83 billion was allocated to the tangible assets, property and equipment, and the intangible asset, concession rights, on the consolidated balance sheets based on the relative fair market values. The Concession and Lease Agreement, among other things, requires SCC to: Be responsible for all aspects of the Chicago Skyway operations and in accordance with the provisions of the Concession and Lease Agreement and applicable laws. Fund and complete certain capital improvements. 2. RESTATEMENT The Company has restated its previously reported consolidated financial statements for the year ended December 31, 2012, including the opening balance of member s investment as of January 1, 2012, in order to correct certain previously reported amounts. Subsequent to the issuance of the Company s audited consolidated financial statements as of and for the year ended December 31, 2012, management determined that due to a significant financing element embedded in the Series B interest rate swaps at inception and deficiencies in its documentation of all its interest rate swaps, the application of hedge accounting to those interest rate swaps was precluded. As a result of the preclusion of hedge accounting, all balances previously included in other comprehensive income and all realized and unrealized gains and losses were reclassified to derivative gain/loss in the consolidated statement of operations for the year ended December 31, This resulted in an increase in accumulated deficit of $361.2 million, decrease in interest expense of $68.4 million, increase in derivative loss of $77.2 million, and decrease in accumulated other comprehensive loss of $370.0 million. Further, previously reported financial statements contained errors related to the fair value reporting of the swaps and the bonds. The Company was inappropriately applying a credit valuation adjustment (CVA) related to the fair value determination of its derivatives. As required by ASC 820, Fair Value Measurement, the fair value of a liability reflects the effect of nonperformance risk. As further clarified by ASC 825, Financial Instruments, the Company issued two series of bonds (see Note 6, Long-Term Debt) with an inseparable third-party credit enhancement (for example, debt that is issued with a contractual third-party guarantee), by which the unit of accounting for the liability measured or disclosed at fair value should not include the third-party credit enhancement. The Company previously did not separate the third-party credit enhancement for the purpose of calculating the CVA on its interest rate swaps (see Note 3, Accounting for Derivative Instruments). This resulted in a decrease in derivative liability of $175.0 million, increase in derivative loss of $71.3 million, and decrease in accumulated deficit of $246.3 million. Also, the Company previously did not measure the fair value of the bonds for disclosure purposes based upon the Company s own credit standing, without consideration of the third-party credit enhancement (see Note 3, Fair Value of Financial Instruments). The impact on the disclosure of fair value of long-term debt was a decrease of $380 million. In addition, management determined that the Company had inappropriately included the effect of the third-party credit enhancement on the interest rate swaps in the determination of the fair value of the interest rate swaps. Consistent with the guidance of Emerging Issues Task Force Issue No. 08-5, Issuer s Accounting for Liabilities Measured at Fair Value with a Third Party Credit Enhancement, as codified in ASC 825, the Company eliminated the asset initially recognized for the prepaid portion of financial guaranty insurance contract for the interest rate swap contracts and recognized a liability for the future - 9 -

12 premium payments for the financial guaranty insurance for the interest rate swap contracts. This resulted in a decrease to prepaid financial guaranty insurance policy of $4.0 million, increase in credit enhancement liability of $7.5 million, decrease in derivative loss of $0.9 million, and increase in accumulated deficit of $12.4 million. The Company elected to treat the cost of the prepaid financial guarantee policy consistently with the treatment of the deferred financing costs. As codified in ASC 210, debt issuance costs should be classified as a non current asset. Accordingly, a reclassification in the amount of $3.3 million was made from short term prepaid financial guarantee insurance policy to long term. The correction to each of the individual affected line items in the consolidated financial statements as of December 31, 2012, is set forth as follows (in thousands). As Previously Reported As Restated Consolidated statement of members investment as of January 1, 2012: Accumulated other comprehensive loss $ (361,228) $ - Accumulated deficit (686,465) (813,761) Total members investment (587,388) (353,456) Consolidated balance sheet and statement of members investment as of December 31, 2012: Accumulated other comprehensive loss (370,027) Accumulated deficit (770,377) (976,954) Total members investment (680,099) (516,649) Consolidated balance sheet as of December 31, 2012: Prepaid financial guaranty insurance policy and other assets 4,099 Other current assets 746 Total current assets 24,225 20,872 Prepaid financial guaranty insurance policy 12,244 11,570 Total assets 1,856,804 1,852,777 Derivative liability 943, ,530 Credit enhancement liability 7,480 Total liabilities 2,536,903 2,369,426 Total liabilities and members investment 1,856,804 1,852,777 Consolidated statement of operations for the year ended December 31, 2012: Derivative loss (23,490) (171,129) Interest expense net (96,060) (27,702) Net loss (83,912) (163,193) Other comprehensive loss (8,799) Consolidated statement of members investment for the year ended December 31, 2012: Net loss (83,912) (163,193) Net unrealized loss in hedging activities (8,799) Consolidated statement of cash flows for the year ended December 31, 2012: Net loss (83,912) (163,193) Net unrealized loss in hedging activities 60,275 Net unrealized loss on interest rate swap contracts 140,447 Amortization of credit enhancement (891) Supplemental disclosure of noncash investing activities net unrealized loss on hedging activities recorded to accumulated other comprehensive loss (8,799) Disclosure of fair value of long-term debt $1.40 billion $1.02 billion

13 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, SCC. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates, judgments, and assumptions include the estimates required to value derivative assets and liabilities and traffic assumptions used to calculate depreciation expense for highway-related assets. The estimates, judgments, and assumptions used in the accompanying consolidated financial statements are based upon management s evaluation of the relevant facts and circumstances as of December 31, 2013 and Actual results could differ from those estimates. Cash and Cash Equivalents The Company and SCC consider all short-term investments with original maturities of three months or less to be cash equivalents. Restricted Cash and Cash Reserves SCC deposits all of its cash collections into a designated bank account. Transfers of funds from this designated bank account into the operation and capital expenditure bank accounts require the approval of SCC s lenders. Restricted cash and cash reserves as of December 31, 2013 and 2012, pertain to project accounts (see Note 4). Accounts Receivable SCC s electronic toll collection (ETC) transactions are collected and processed by a related party, ITR Concession Company LLC (ITRCC). Amounts due from ITRCC for tolls collected and not yet transferred to SCC are recorded in accounts receivable in the Company s consolidated balance sheets as of December 31, 2013 and Management regularly reviews the tolls receivable and provides an allowance for those amounts when it considers them uncollectible. In establishing the allowance for doubtful accounts, the Company considers historical write-off experience and amounts past due exceeding predetermined criteria. The actual amount of accounts that are not collected in a timely manner may differ from the allowance estimated by management. Financial Guaranty Insurance Policy As a condition precedent to the Series A and Series B bonds (collectively, the Bonds ), SCC was required and thus entered into a financial guaranty insurance policy with Financial Security Assurance Inc. (now named Assured Guaranty Municipal Corp., AGM ), which guarantees the repayment of the Bonds. Under the terms of the agreement, SCC was required to prepay $25.3 million of the net present value of a portion of the periodic premium payments as well as make the remaining premium payments over the life of the policy. SCC has deemed the net present value of such periodic premium payments to be made over the life of the Bonds and the $25.3 million prepayment to be debt issuance costs. SCC amortizes these debt issuance costs using the effective interest method over the life of the Bonds and accretes the periodic premium payments to their net present value through interest expense. For the years ended December 31, 2013 and 2012, SCC recorded $5.7 million of interest expense in the accompanying consolidated statements of operations related to amortization of the prepaid premium and accretion of interest on the periodic premium payments. As of December 31, 2013 and 2012, $8.5 million and $11.6 million, respectively, was recorded in long-term assets in the accompanying consolidated balance sheets

14 The financial guaranty insurance contract with AGM also guarantees repayment of amounts due related to the interest rate swap contracts. As the benefit from the financial guaranty contract inures the interest rate swap counterparties, a portion of the proceeds from the issuance of the bonds and interest rate swap contracts was allocated to the cost of the financial guaranty insurance contract for the interest rate swap contracts. This treatment results in the Company eliminating the asset initially recognized for the prepaid portion of financial guaranty insurance contract for the interest rate swap contracts and recognizing a liability for the future premium payments for the financial guaranty insurance for the interest rate swap contracts. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. SCC capitalizes additions and improvements that add to productive capacity or extend an asset s useful life. Maintenance and repair expenditures are charged to expense as incurred. The Company accounts for the depreciation of highway-related property and equipment using a modified units of production method that makes use of traffic volume over an asset s estimated useful life. This method is referred to as the traffic-based depreciation method. Under the traffic-based depreciation method, depreciation of an asset is a function of both time and usage. The impact of usage on depreciation is taken into account with traffic volume. The time factor implies that an asset has a maximum longevity, regardless of usage. Depreciation expense cannot be less than the straight-line amount, which would be calculated using the asset s maximum economic life, which is longer than its estimated useful life. Depreciation expense for an individual asset is the greater of the amount computed under the traffic-based depreciation method or straight-line method over the individual asset s maximum economic life. Depreciation is recorded under the traffic-based depreciation method for highway-related assets, bridges, and roads, and the straight-line method for all other assets during the years ended December 31, 2013 and 2012, over the following lives: Bridges and roads Machinery and equipment Furniture and fixtures Computer and office equipment 4 99 years 5 years 7 years 3 years For the years ended December 31, 2013 and 2012, total depreciation expense was $8.2 million and $10.5 million, respectively. Concession Rights The value assigned to the right to operate the Chicago Skyway is amortized on a straight-line basis over the life of the Concession and Lease Agreement of 99 years and assumes no residual value. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flow expected to be generated by the asset (undiscounted and without interest charges). If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. The Company has not recognized any impairment on long-lived assets as of December 31, 2013 and

15 Deferred Financing Costs Deferred financing costs consist of costs incurred in connection with obtaining the Company and SCC s debt. The costs have been capitalized and are amortized to interest expense over the terms of the debt using the straight-line method, which approximates the effective interest method. Amortization expense related to deferred financing costs was $0.7 million for the years ended December 31, 2013 and Construction Retention Retention amounts represent amounts due to contractors upon substantial completion of construction contracts, which are withheld pending final inspection of the work performed. Retention amounts withheld from invoices range from 5% to 10% of the underlying invoice total and are recorded as accrued liabilities at the time payment is made on the underlying invoice. As of December 31, 2013 and 2012, $0.1 million and $0.4 million, respectively, was recorded for construction retention within accrued other liabilities in the accompanying consolidated balance sheets. Income Taxes The Company operates as a limited liability company and is a tax pass-through entity for federal and state income tax purposes. The Company is not liable for federal and state income taxes as its members recognize their share of income and loss in their respective tax returns. Accordingly, no provision for federal or state income taxes is recorded. Traffic and Revenue Recognition Revenues include toll revenues, which are recognized at the time vehicles use the Chicago Skyway. Lease revenue consists of two components, fixed and variable. The fixed component is recognized on a straight-line basis over the life of the lease, while the variable component is recognized as a percentage of the lessees gross revenues at the time those revenues are contractually earned. Toll revenue is collected in two ways: Cash Collections Cash received at the actual toll booths each day is deposited into deposit accounts. Electronic Toll Collection Customers are charged according to their usage (see Note 9). Total ETC transactions accounted for approximately 65.4% and 63.4% of the total traffic in 2013 and 2012, respectively. Toll rates are based on number of axles per vehicle and are subject to the maximum amounts to which SCC is entitled in accordance with the terms of the Concession and Lease Agreement. The toll rates in effect as of December 31, 2013 and 2012, were as follows: Vehicle Classification 4 a.m. to 8 p.m. 8 p.m. to 4 a.m. 4 a.m. to 8 p.m. 8 p.m. to 4 a.m. 2 axles $ 4.00 $ 4.00 $ 3.50 $ axles axles axles axles or more axles $ Accounting for Derivative Instruments All derivative financial instruments are recorded in the consolidated balance sheets at fair value, and changes in fair values are recorded each period in derivative income (loss) in the consolidated statements of operations. Although the interest rate swap contracts are guaranteed by AGM, the benefit of the guarantee inures the interest rate swap counterparties and not the Company. Consequently, the fair value of the interest rate swaps are determined without consideration of the guarantee. The fair value of the interest rate swap

16 contracts are determined using estimating techniques, such as discounted cash flow analysis and comparison to similar instruments. The estimates involve subjective judgment about the amount, timing, and probabilities of potential future cash flows. These estimates are susceptible to material changes over time. The Company has applied a CVA to the derivative valuations in order to capture the potential impact of the Company s own nonperformance risk disregarding the insurance wrap. In calculating the CVA, the Company has considered interest rate spreads that would apply to comparable debt and, where possible, used bid-ask trading data to determine the fair value estimates. Fair Value of Financial Instruments As of December 31, 2013 and 2012, the carrying amounts of certain financial instruments held by the Company and SCC, including cash equivalents, accounts receivable, accounts payable, and accrued expenses were representative of their fair values because of the short-term maturity of these instruments. The carrying amount for the Bonds reported in the consolidated balance sheets as of December 31, 2013 and 2012, was $1.40 billion. The Company estimated the fair value of this debt to be $1.07 billion and $1.02 billion as of December 31, 2013 and 2012, respectively. The carrying amount for the subordinated debt reported in the consolidated balance sheets as of December 31, 2013 and 2012, was $172.2 million and $166.0 million, respectively. The Company estimated the fair value of this debt to be $144.3 million and $139.2 million as of December 31, 2013 and 2012, respectively. Using a discounted cash flow technique, the Company considered an interest rate spread that would be issued for comparable debt and based upon the Company s own credit standing (within consideration of the third-party credit enhancement). Due to the volatility in the marketplace and the unique nature of the underlying assets, fair value determinations are highly subjective. Interest rate swap agreements have been recorded at their estimated fair values as discussed in Notes 7 and 8. New Accounting Guidance In January 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) , Service Concession Arrangements. This ASU clarifies that, unless certain circumstances are met, operating entities should not account for certain concession arrangements with public sector entities as leases and should not recognize the related infrastructure as property, plant, and equipment. This ASU is effective for interim and annual reporting periods beginning after December 15, Management is currently evaluating the impact that the adoption of ASU would have on the company s financial position, results of operations, or cash flows. 4. PROJECT ACCOUNTS SYSTEM (CASH RESERVE ACCOUNTS) Under the terms of the Bonds, SCC maintains the following restricted cash project accounts held by banks, as applicable, when the requirement to do so arises: Collection account Proceeds account Operating accounts Operating costs disbursement account, Schedule 2 works disbursement account, the major maintenance disbursement account, and the capital improvement account Bond payment accounts Series A bonds and Series B bonds Operational reserve account

17 Debt service reserve account Major maintenance reserve account Distribution account Senior indebtedness redemption account (if and when required) Cash sweep redemption account (if and when required) Schedule 2 works reserve account Capital improvement account (if and when required) City loss compensation account (if and when required) Revenue stabilization reserve account Additional indebtedness insured by AGM (formerly known as Financial Security Assurance Inc.) payment accounts (if and when required) Loss proceed account (if and when required) Permitted swap counterparty collateral accounts (if and when required) All of the project accounts are under the control of a common security representative and any withdrawals from these accounts need approval of the common security representative. These restricted cash accounts are set up to fund the operating and capital expenditure requirements of SCC. Amounts are classified as current or long-term based on the requirements within the loan agreement and the expected timing of the withdrawal

18 The restricted cash and cash reserve accounts as of December 31, 2013 and 2012, consisted of the following (in thousands): Collection account $ 519 $ 351 Proceeds account 1,046 1,004 Operating accounts Major maintenance account 1 11 Operational reserve account 4,000 4,000 Debt service reserve account 54,375 49,265 Major maintenance reserve account 9,517 8,386 Distribution account 22,187 14,020 Schedule 2 works reserve account 13,538 13,538 Revenue stabilization reserve account 1,250 Total restricted cash and cash reserves 105,998 92,343 Less current portion (24,568) (15,904) Total restricted cash and cash reserves long-term $ 81,430 $ 76, INTANGIBLE ASSETS The Company s intangible assets as of December 31, 2013 and 2012, consisted of the following (in thousands): Estimated Useful Life Accumulated Net Book Accumulated Net Book (in Years) Cost Amortization Value Cost Amortization Value Concession rights 99 $ 1,513,358 $ 136,572 $ 1,376,786 $ 1,513,358 $ 121,286 $ 1,392,072 Amortization expense related to intangible assets was $15.3 million for the years ended December 31, 2013 and Annual amortization expense of intangible assets for each of the next five years is $15.3 million per year. 6. LONG-TERM DEBT Outstanding debt as of December 31, 2013 and 2012, consisted of the following (in thousands): Series A bonds $ 439,000 $ 439,000 Series B bonds 961, ,000 Subordinated debt 172, ,042 Total $ 1,572,190 $ 1,566,042 Series A Bonds and Series B Bonds On August 16, 2005, SCC issued two series of bonds totaling $1.4 billion

19 The Series A Senior Secured Floating Rate Bonds ($439 million) are due in 2017 and bear interest at three-month London InterBank Offered Rate (LIBOR) (0.25% and 0.36% as of December 31, 2013 and 2012, respectively), plus a margin of 0.28% per annum. Principal on the Series A bonds is payable in full at maturity. The Series B Senior Secured Floating Rate Bonds ($961 million) are due in 2026 and bear interest at three-month LIBOR (0.25% and 0.36% as of December 31, 2013 and 2012, respectively), plus a margin of 0.38% per annum. Principal on the Series B bonds is payable on the 30th day of June and December of each year, commencing on June 30, 2019, in accordance with the principal payment schedule set forth below (in thousands): Payment Date Series B Bonds Principal Payment Schedule Principal Payment June 30, 2019 $ 25,192 December 30, ,033 June 30, ,033 December 30, ,955 June 30, ,955 December 30, ,475 June 30, ,475 December 30, ,174 June 30, ,174 December 30, ,218 June 30, ,218 December 30, ,765 June 30, ,765 December 30, ,284 June 30, ,284 Total $ 961,000 Interest on the Bonds is payable quarterly in arrears on the 30th day of March, June, September, and December. Pursuant to a financial guaranty insurance policy and the bond insurance policy issued by AGM, AGM unconditionally and irrevocably guarantees the timely payment of scheduled installments of principal and interest on the Bonds and the related interest rate swap payments (see Note 7). The terms of the Bonds also provide for the following: a. Optional redemption by SCC at any time after September 30, 2010, at a redemption price set as follows: i. 101% of the principal amount, plus any accrued interest if the optional redemption occurs during the 12-month period commencing on September 30, 2012 ii. 100% of the principal amount, plus any accrued interest if the optional redemption occurs on or after September 30,

20 b. Various restrictive covenants common to such agreements, including limitations on sale of assets (not to exceed $2 million per year), incurrence of additional debt outside of the permitted indebtedness, and limitations on investments and distributions. The Bonds were issued pursuant to an indenture and offered within the United States to qualified buyers in reliance on Rule 144A under the Securities Act and to a limited number of institutional accredited investors (as defined in Rule 501(a)(1), (2), (3), or (7) under the Security Act), and outside the United States pursuant to Regulation S under the Securities Act. Subordinated Debt On August 17, 2005, the Company entered into a loan agreement for a term loan of $150 million. The subordinated loan matures on August 17, 2035, and is subject to interest rates equivalent to the six-month LIBOR at the beginning of each calculation period, plus an applicable margin, which are set out as follows: August 17, 2005 to August 16, month LIBOR % August 17, 2008 to August 16, month LIBOR % August 17, 2011 to August 17, month LIBOR % The six-month LIBOR rate for the periods ended December 31, 2013 and 2012, was 0.50% and 0.81%, respectively. Interest payments are due on January 10 and July 10 of each year. During the years ended December 31, 2013 and 2012, no principal payments were made. The subordinated loan agreement allows for payment of interest in kind, and $6.15 million and $5.87 million of interest was converted to additional principal during the years ended December 31, 2013 and 2012, respectively. The aggregate principal amount of the loan is due upon maturity. However, the terms of the subordinated loan agreement provide for prepayments of the loan at the option of the Company. The agreement also has various restrictive covenants, including a limitation on incurrence of indebtedness outside of the subordinated loan agreement. The subordinated debt is subordinated to the Bonds. The Company believes it was in compliance with all covenants as of December 31, 2013 and 2012, except for the restricted payment minimum ratio covenant, which does not allow distributions to the Members or payments of principal and interest on the subordinated debt. The Bonds are secured by substantially all property, rights, and interests of SCC. The subordinated loan is secured by the Members investment subject to security interest. 7. DERIVATIVES The Bond agreements between SCC and its lenders require SCC to enter into a hedging transaction to hedge the variable cash flows of interest payments. Accordingly, SCC entered into four interest rate swaps (the Series A and Series B Swaps ), as set out in the table below (in thousands): Notional Description Amount Counterparty Series A Swap $ 219,500 Citibank Series A Swap 219,500 Goldman Sachs Series B Swap 480,500 Citibank Series B Swap 480,500 Dexia Credit Local

21 The details of the Series A and Series B Swaps are as follows: Series A Series B Trade date August 8, 2005 August 8, 2005 Effective date August 16, 2005 August 16, 2005 Termination date June 30, 2017 June 30, 2026 Floating rate option USD-LIBOR-BBA USD-LIBOR-BBA Spread Plus 0.28% Plus 0.38% Floating rate day count fraction Actual/360 Actual/360 Floating rate period-end date Quarterly on each March 30, Quarterly on each March 30, June 30, September 30, and June 30, September 30, and December 30 commencing on December 30 commencing on September 30, 2005 September 30, 2005 Fixed rate amount See Table A See Table B The following tables more fully describe the notional amounts and the required fixed leg payments for the respective Series A and Series B Swaps (in thousands): Table A: Series A Swaps Fixed Payments Fixed Notional Fixed Notional Payment Dates Payment Amount Payment Dates Payment Amount September 30, 2005 $ 439,000 September 30, 2011 $ 439,000 December 30, 2005 $ 10, ,000 December 30, 2011 $ 10, ,000 March 30, ,000 March 30, ,000 June 30, , ,000 June 30, , ,000 September 30, ,000 September 30, ,000 December 30, , ,000 December 30, , ,000 March 30, ,000 March 30, ,000 June 30, , ,000 June 30, , ,000 September 30, ,000 September 30, ,000 December 30, , ,000 December 30, , ,000 March 30, ,000 March 30, ,000 June 30, , ,000 June 30, , ,000 September 30, ,000 September 30, ,000 December 30, , ,000 December 30, , ,000 March 30, ,000 March 30, ,000 June 30, , ,000 June 30, , ,000 September 30, ,000 September 30, ,000 December 30, , ,000 December 30, , ,000 March 30, ,000 March 30, ,000 June 30, , ,000 June 30, , ,000 September 30, ,000 September 30, ,000 December 30, , ,000 December 30, , ,000 March 30, ,000 March 30, ,000 June 30, , ,000 June 30, , ,

22 Table B: Series B Swaps Fixed Payments Fixed Notional Fixed Notional Payment Dates Payment Amount Payment Dates Payment Amount September 30, 2005 $ 961,000 March 30, 2016 $ 961,000 December 30, 2005 $ ,000 June 30, 2016 $ 19, ,000 March 30, ,000 September 30, ,000 June 30, ,000 December 30, , ,000 September 30, ,000 March 30, ,000 December 30, ,000 June 30, , ,000 March 30, ,000 September 30, ,000 June 30, ,000 December 30, , ,000 September 30, ,000 March 30, ,000 December 30, ,000 June 30, , ,000 March 30, ,000 September 30, ,000 June 30, ,000 December 30, , ,000 September 30, ,000 March 30, ,000 December 30, , ,000 June 30, , ,000 March 30, ,000 September 30, ,808 June 30, , ,000 December 30, ,808 September 30, ,000 March 30, ,775 December 30, , ,000 June 30, ,775 March 30, ,000 September 30, ,742 June 30, , ,000 December 30, ,742 September 30, ,000 March 30, ,787 December 30, , ,000 June 30, ,787 March 30, ,000 September 30, ,832 June 30, , ,000 December 30, ,832 September 30, ,000 March 30, ,357 December 30, , ,000 June 30, ,357 March 30, ,000 September 30, ,882 June 30, , ,000 December 30, ,882 September 30, ,000 March 30, ,708 December 30, , ,000 June 30, ,708 March 30, ,000 September 30, ,534 June 30, , ,000 December 30, ,534 September 30, ,000 March 30, ,316 December 30, , ,000 June 30, ,316 March 30, ,000 September 30, ,098 June 30, , ,000 December 30, ,098 September 30, ,000 March 30, ,333 December 30, , ,000 June 30, ,333 March 30, ,000 September 30, ,568 June 30, , ,000 December 30, ,568 September 30, ,000 March 30, ,284 December 30, , ,000 June 30, ,

23 A summary of the changes in fair value for the years ended December 31, 2013 and 2012, of the Company and SCC s derivatives (exclusive of net settlements) is as follows (in thousands): Series A Series B Swaps Swaps Total Balance as of January 1, 2012 $ (74,103) $ (553,980) $ (628,083) Derivative loss (4,524) (135,923) (140,447) Balance as of December 31, 2012 (78,627) (689,903) (768,530) Derivative gain 17,771 47,530 65,301 Balance December 31, 2013 $ (60,856) $ (642,373) $ (703,229) The Company made payments related to the amount that the fixed leg was in excess of the floating leg of the swaps of $40.4 million and $31.6 million under the swaps during the years ended December 31, 2013 and 2012, respectively, which are included in derivative gain (loss) in the accompanying consolidated statements of operations. 8. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company classifies all assets and liabilities carried at fair value in one of the following three categories: Level 1 Based upon quoted market prices in active markets for identical assets or liabilities Level 2 Based upon observable market-based inputs or unobservable inputs that are corroborated by market data Level 3 Based upon unobservable inputs that are not corroborated by market data The valuation of the Company s financial instruments by the above categories as of the valuation dates listed is as follows (in thousands): December 31, 2013 Significant Quoted Other Market Observable Unobservable Price Inputs Inputs (Level 1) (Level 2) (Level 3) Restricted cash and cash reserves (money market investments) $ - $ 104,663 $ - Total assets $ - $ 104,663 $ - Derivative liability (interest rate swaps) $ - $ - $ 703,229 Total liabilities $ - $ - $ 703,

24 December 31, 2012 Significant Quoted Other Market Observable Unobservable Price Inputs Inputs (Level 1) (Level 2) (Level 3) Restricted cash and cash reserves (money market investments) $ - $ 91,463 $ - Total assets $ - $ 91,463 $ - Derivative liability (interest rate swaps) $ - $ - $ 768,530 Total liabilities $ - $ - $ 768,530 Money market investments are valued based on current market prices and are included in current and long-term restricted cash and cash reserves in the accompanying consolidated balance sheets. The unrealized gain (loss) on money market investments is included in interest expense net in the accompanying consolidated statements of operations. The unrealized gain (loss) on derivatives is included in derivative gain (loss) in the accompanying consolidated statements of operations (see Note 7). The Company s derivative instruments require the Company to pay a fixed dollar amount of interest while the Company receives a variable dollar amount of interest based on the LIBOR swap rate. The LIBOR swap rate is observable at commonly quoted intervals for the full term of the swaps. The potential impact of the Company s own nonperformance has been factored into the fair value measurement of the derivative instruments by applying the CVA, as described in Note 3. The CVA is considered a significant unobservable input in the valuation of the derivative instruments, and as such, derivatives valuations are classified as Level 3 (see Note 7 for the reconciliation of the fair value of derivative liability). The Company used credit risk spreads of 385 basis points and 445 basis points as of December 31, 2013 and 2012, respectively, to measure the risk associated with the potential impact of the Company s own nonperformance. 9. RELATED-PARTY TRANSACTIONS SCC is party to a cost-sharing agreement with ITRCC. The terms of the agreement provide that SCC and ITRCC share the compensation costs of certain SCC and ITRCC employees based upon an estimate of the amount of time spent by such employees to ITRCC and SCC. Likewise, the agreement provides for ITRCC to reimburse SCC approximately 50% of the utilities, repairs, supplies, and other costs of maintaining and operating the SCC office. From time to time, ITRCC and SCC may add to, delete, change, or modify the expenses to be shared and the percentages of such expenses that each party shall bear. For the years ended December 31, 2013 and 2012, the total amount of costs charged to ITRCC in relation to this agreement amounted to $1.3 million and $1.1 million, respectively, of which $0.2 million and $0.1 million remained outstanding as of December 31, 2013 and 2012, respectively. These amounts are included in the accompanying consolidated statements of operations as salaries and wages and other office and administrative expenses and in the accompanying consolidated balance sheets as receivable from related parties. The total amount of costs charged to SCC by ITRCC amounted to $0.3 million for the years ended December 31, 2013 and 2012, of which $20,000 and $29,000 remained outstanding as

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