NORTHRAIL ANNUAL REPORT j 2012 TABLE OF CONTENTS 4 Overview. 4.1 About the Corporatior 2 ‘The NORTHRAIL Project. 24 The NORTHRAIL Project Under President Fidel V. Ramos. 2.2 The NORTHRAIL Project Under President Joseph Ejercito Estrada. 2.3 The NORTHRAIL Project Under President Gloria Macapagal-Arroyo. 2.4 The NORTHRAIL Project Under President Benigno Simeon Aquino I Important Events in 2012... Activities Undertaken in 2012... Right of Way Acqui Financial Matters.. oane 6.1 Financial Report as of December 31, 2012. 6.2 Sources of Funding for Phase | Sections | and Il 6.3. Updates in the Loan to Finance Phase 7 Plans and Programs. ANNEXES. 1|PageNORTHRAIL ANNUAL REPORT | 2012 1 OVERVIEW 1.1 About the Corporation The North Luzon Railways Corporation (NORTHRAIL) is a pre-operating subsidiary of the Bases Conversion and Development Authority (BCDA), whose primary purpose is to develop, construct, operate and manage a railroad system to serve Metro Manila, Central Luzon and Northern Luzon. Presently, NORTHRAIL is an attached agency of the Department of ‘Transportation and Communications (DOTC). The secondary purpose of NORTHRAIL is to develop, construct, manage, own, lease, sublease and operate establishments and facilities of all kinds along the railroad system for residential, commercial, business, mixed development, institutional, recreational, tourism, amusement and other purposes. Further, the corporation is to develop, construct, manage, own, lease, sublease, operate, secure, maintain the resources and generally carry out all the activities of a railway line, commercial development and/or operate, maintain various infrastructure, power and electrical, facilities, drainage and sewerage, telecommunications and utility systems and common facilities. NORTHRAIL Project Phases. (fNontHRAlL er x , NORTHRAIL Project was originally envisioned to be implemented in the following phases: Phase | — The rail line between Caloocan City in Metro Manila and the Clark Freeport Zone (CFZ) in Pampanga; Phase Il - Branch line to Subic Economic Freeport Zone; Phase Ill - Extension from Caloocan to | Bonifacio Global City and Ninoy | Aquino Intemational Airport (NAIA); and Phase IV - Extension from Pampanga to San Fernando, La Union. Phase | of the project is divided into two, Section | is between Caloocan and Malolos while Section Il is between Malolos and Clark Freeport Zone. Phase | will use the Philippine National Railway's Right-of-Way of the Main Line North, which has been Sm abandoned for decades. f Giving life anew to the abandoned railway line to the north, NORTHRAIL will support the further development of the former Clark Air Base, particularly the Clark International Airport (CIA). 2| PageNORTHRAIL ANNUAL REPORT | 2012 Institutional Setup. The Bases Conversion and Development Authority (BCDA), the government agency responsible for the Manila-Clark-Subic economic zone, was the main proponent of the Project with the support of the Philippine National Railways. In 1995, the North Luzon Railways Corporation (NORTHRAIL) was formed and organized by the Bases Conversion and Development Authority (BCDA) thru the Securities and Exchange Commission (SEC) as a wholly owned subsidiary to revive the abandoned rail service North of Metro Manila. The Project is also part of the Subic-Clark ae Alliance for Development (SCAD) Project, NORTHRAIL Gi which is an integral component of the W- “or Laon lays Capertee Growth Corridor concept for North Luzon. While NORTHRAIL is a subsidiary of BCDA, Executive Order No. 232 Series of 2003 directed the DOTC Secretary to exercise oversight functions over NORTHRAIL and the Northrail Project. Subsequently, NORTHRAIL was attached to the Deparment of Transportation and Communications by virtue of Executive Order no. 859 Series of 2010 issued by former President Gloria Macapagal-Arroyo. Institutional Setup The task of clearing Section 1 was made possible with NORTHRAIL's close coordination with other government agencies such as National Housing Authority, Housing and Land Use Regulatory Board, Housing and Urban Development Coordinating Council, Presidential ‘Commission for the Urban Poor, Commission on Human Rights, Department of Budget and Management, Bureau of Internal Revenue, Commission on Audit, Department of Finance, Office of the Government Corporate Counsel, Department of Justice, Philippine National Railways, Bases Conversion and Development Authority, Department of Transportation and ‘Communications and National Economic and Development Authority (NEDA). Partners in Development 3|Pege