2021-11-15T11:05:49-06:00 2020-12-31 366055558 GRANT THORNTON LLP 171 N CLARK ST SUITE 200 CHICAGO IL 60601 990 2020-01-01 200446324 CINCINNATI CENTER CITY DEVELOPMENT CORP CINC 5136214400 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 TIMOTHY SZILASI SR. VP & CFO 5136214400 2021-11-15 1 TIMOTHY SZILASI 999009999 BRIDGET T ROCHE P00666837 3128560200 3 AAL1 IAL1 2020 2022-09-23 18:48:47Z TIMOTHY SZILASI 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 88484708 0 X WWW.3CDC.ORG X 2004 OH TO STRENGTHEN THE CORE ASSETS OF DOWNTOWN CINCINNATI, CREATE GREAT CIVIC SPACES, (SEE SCHEDULE O) HIGH-DENSITY/MIXED-USE DEVELOPMENTS, AND PRESERVE HISTORIC STRUCTURES. X 26 25 291 100 31750 0 4560428 4733139 41387388 63858163 7023961 -26005873 2436094 818509 55407871 43403938 39651 29845 0 0 9435680 7709691 0 0 0 43725147 69754137 53200478 77493673 2207393 -34089735 415820077 365563062 398041882 376213842 17778195 -10650780 X SEE SCHEDULE O 0 0 21325918 28464 15633829 SEE SCHEDULE OOVER-THE-RHINE: 3CDC CONTINUED ITS SUMMER PROGRAMMING AT WASHINGTON PARK IN 2020, HIGHLIGHTED BY THE INCREASED POPULARITY OF THE DECK AND PROGRAMS WITH STRICT SOCIAL-DISTANCING RULES IN PLACE. THE ORGANIZATION HOSTED MORE THAN 150 EVENTS AT THE PARK, DRAWING PEOPLE TO OTR AND PROVIDING A SAFE PLACE TO GATHER. 2020 SAW BOTH FREE AND TICKETED EVENTS AT MEMORIAL HALL IN THE MONTHS OF JANUARY AND FEBRUARY WITH MORE THAN 7,500 PATRONS ATTENDING. ZIEGLER PARK AND POOL CONTINUED TO GROW IN POPULARITY AND UTILIZATION. WHILE CAPACITY WAS LIMITED, THE POOL SAW MORE THAN 18,500 SWIMMERS, INCLUDING 214 CHILDREN AND ADULTS PARTICIPATING IN FREE SWIM LESSONS. THE ORGANIZATION ALSO BEGAN CONSTRUCTION ON ITS NEXT PHASE OF AN OVERALL AFFORDABLE HOUSING INITIATIVE, PERSERVERANCE AND WILLKOMMEN, WHICH WILL PRODUCE 104 AFFORDABLE HOUSING UNITS AND 20,000 SQUARE FEET OF NEW COMMERCIAL SPACE COMBINED. 49996791 1381 48224334 FOUNTAIN SQUARE DISTRICT/CENTRAL BUSINESS DISTRICT: IN 2020, 3CDC ADAPTED TO THE CHALLENGES CREATED BY THE COVID-19 PANDEMIC AND DEVELOPED CREATIVE WAYS TO IMPLEMENT SOCIALLY DISTANCED PROGRAMMING AT FOUNTAIN SQUARE. A NEW PERMANENT STAGE PLAYDED HOST TO ACOUTSTIC CONCERTS AND THE ICE RINK WELCOMED MORE THAN 37,000 VISITORS OVER THE 2020-2021 SEASON. IN ADDITION, CONSTRUCTION CONTINUED ON A MIXED-USE DEVELOPMENT AT THE CORNER OF FOURTH & RACE THAT WILL YIELD 584 SPACE ABOVE-GRADE PARKING GARAGE, 22,000 SQUARE FEET OF STREET LEVEL COMMERCIAL SPACE AND A 264 UNIT APARTMENT BUILDING. THE GARAGE OPENED IN LATE 2020 AND THE COMMERCIAL/RESIDENTIAL IS SET TO OPEN IN 2021. ACROSS FROM THE COURT & WALNUT PROJECT, THE COURT STREET CONDOS PROJECT INCLUDED A TOTAL RENOVATION OF 6 HISTORIC BUILDINGS TO (SEE SCHEDULE O) CREATE 16 NEW RESIDENTIAL UNITS AND 5 COMMERCIAL SPACES. 71322709 1 1 0 0 0 0 0 0 1 0 1 0 1 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 0 1 333 0 1 291 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 26 25 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 0 X TIMOTHY SZILASI 5136214400 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 STEPHEN G LEEPER PRESIDENT & CEO 45.00 5.00 X X 574624 0 22104 CAROLYN TASTAD CHAIRMAN 1.00 0.00 X X 0 0 0 JOSEPH A PICHLER VICE CHAIRMAN 1.00 0.00 X X 0 0 0 JOHN F BARRETT BOARD MEMBER 1.00 0.00 X 0 0 0 PATTY BASTI BOARD MEMBER (BEG. 12/15/20) 1.00 0.00 X 0 0 0 NEIL K BORTZ BOARD MEMBER 1.00 0.00 X 0 0 0 ARCHIE BROWN BOARD MEMBER 1.00 0.00 X 0 0 0 CALVIN D BUFORD BOARD MEMBER 1.00 0.00 X 0 0 0 ROBERT H CASTELLINI BOARD MEMBER 1.00 0.00 X 0 0 0 MICHAEL COMER BOARD MEMBER (THRU 12/15/20) 1.00 0.00 X 0 0 0 MICHAEL FISHER BOARD MEMBER 1.00 0.00 X 0 0 0 LEIGH FOX BOARD MEMBER 1.00 0.00 X 0 0 0 S KAY GEIGER BOARD MEMBER 1.00 0.00 X 0 0 0 CHRIS HABEL BOARD MEMBER 1.00 0.00 X 0 0 0 BRIAN HODGETT BOARD MEMBER 1.00 0.00 X 0 0 0 KEVIN JONES BOARD MEMBER 1.00 0.00 X 0 0 0 ELLEN M KATZ BOARD MEMBER 1.00 0.00 X 0 0 0 GARY LINDGREN BOARD MEMBER 1.00 0.00 X 0 0 0 TIMOTHY MALONEY BOARD MEMBER 1.00 0.00 X 0 0 0 RODNEY MCMULLEN BOARD MEMBER 1.00 0.00 X 0 0 0 JOHN C MERCHANT BOARD MEMBER 1.00 0.00 X 0 0 0 JILL MEYER BOARD MEMBER 1.00 0.00 X 0 0 0 RALPH S MICHAEL III VICE CHAIRMAN 1.00 0.00 X X 0 0 0 R MICHAEL PRESCOTT BOARD MEMBER (THRU 01/01/20) 1.00 0.00 X 0 0 0 DOUG SESLER BOARD MEMBER (THRU 12/15/20) 1.00 0.00 X 0 0 0 AMY SPILLER BOARD MEMBER 1.00 0.00 X 0 0 0 THOMAS L WILLIAMS BOARD MEMBER 1.00 0.00 X 0 0 0 SHANE WRIGHT BOARD MEMBER 1.00 0.00 X 0 0 0 JAMES M ZIMMERMAN BOARD MEMBER 1.00 0.00 X 0 0 0 ADAM GELTER EVP, DEVELOPMENT 45.00 5.00 X 402724 0 14207 TIMOTHY SZILASI SECY., TREAS., SR. VP & CFO 45.00 5.00 X 285174 0 14809 LANN FIELD VP DEVELOPMENT 45.00 5.00 X 201591 0 10248 CHRISTY VISSMAN VP EVENTS 50.00 0.00 X 193487 0 9167 ANGIE WHITE CONTROLLER (THRU 12/02/20) 50.00 0.00 X 149833 0 12761 DEANA TAYLOR VP HUMAN RESOURCES 50.00 0.00 X 146527 0 9777 DAVID VISSMAN VP OPERATIONS 50.00 0.00 X 142109 0 8736 2096069 0 101809 15 0 1 0 THE TURNER CORPORATION 250 WEST COURT ST CINCINNATI OH 45202 CONSTRUCTION 9054882 TRIVERSITY CONSTRUCTION CO LLC 5050 SECTION AVE STE 330 CINCINNATI OH 45212 CONSTRUCTION 6873461 MESSER CONSTRUCTION CO 643 WEST COURT ST CINCINNATI OH 45203 CONSTRUCTION 2614371 SP-PLUS CORPORATION 1 WEST 4TH ST STE 415 CINCINNATI OH 45202 PARKING 1504446 MODEL GROUP 1826 RACE ST CINCINNATI OH 45202 CONSTRUCTION 1391538 31 806097 3927042 4733139 SVC CONCESSION CNTRCT 541610 44807043 44807043 CONDOMINIUM SALES 531390 6052400 6052400 LEASE INCOME 532000 5184571 5184571 MANAGEMENT FEE INCOME 541610 3271378 3271378 DEVELOPER FEE INCOME 230000 1743614 1743614 2799157 2799157 63858163 868843 868843 18206054 45080770 -26874716 -26874716 -26874716 REAL ESTATE TAXES 900099 86711 86711 REIMB FROM TENANTS/VEN 900099 77281 77281 VENDING REVENUE 900099 2740 2740 651777 31750 620027 818509 43403938 63858163 31750 -25219114 29845 29845 1525481 625447 900034 4907033 1780749 3126284 778337 319118 459219 498840 204524 294316 375075 375075 594180 491470 102710 265526 25866 239660 266977 260318 6659 156479 136558 19921 746044 648635 97409 330589 330589 6563362 6337235 226127 30755 16121 14634 10168899 10022220 146679 5663321 5640711 22610 642391 480442 161949 REAL ESTATE DEV CONST 42382041 42382041 EVENT & PRGM PLANNING 720969 720969 SAFE & CLEAN PROGRAM 423614 423614 PROFESSIONAL MEMBERSHIP 6313 6313 417602 401751 15851 77493673 71322709 6170964 0 32554549 32244515 1005928 1358970 815636 1250369 29008233 26204883 5270687 2362044 5960519 554761 149679006 28503174 148661189 121175832 35412481 20056427 156152050 978805 160355261 415820077 365563062 11091306 9950561 38437759 25263546 119602157 132237777 225617170 203754127 3293490 5007831 398041882 376213842 X 16317035 -12332955 1461160 1682175 17778195 -10650780 415820077 365563062 X -34089735 -2965903 650000 9671498 -1694835 X 0 1 X 1 0 X 12585686 4596762 2744551 4560428 4733139 29220566 12585686 4596762 2744551 4560428 4733139 29220566 1338258 27882308 654856 607594 566089 1149762 868843 3847144 164519 325553 590501 2403769 786759 4271101 37338811 215984730 0.74670 0.81610 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: DEBT FORGIVENESS - 2016 AMOUNT: $ 0. 2017 AMOUNT: $ 0. 2018 AMOUNT: $ 0. 2019 AMOUNT: $ 1,999,970. 2020 AMOUNT: $ 0. INSURANCE PROCEEDS - 2016 AMOUNT: $ 118,613. 2017 AMOUNT: $ 26,416. 2018 AMOUNT: $ 40,872. 2019 AMOUNT: $ 22,628. 2020 AMOUNT: $ 0. REIMB FROM TENANTS/VENDORS - 2016 AMOUNT: $ 0. 2017 AMOUNT: $ 106,955. 2018 AMOUNT: $ 48,273. 2019 AMOUNT: $ 101,562. 2020 AMOUNT: $ 77,281. PROJECT REIMBURSEMENT - 2016 AMOUNT: $ 0. 2017 AMOUNT: $ 103,440. 2018 AMOUNT: $ 179,701. 2019 AMOUNT: $ 58,243. 2020 AMOUNT: $ 0. REAL ESTATE TAXES - 2016 AMOUNT: $ 0. 2017 AMOUNT: $ 30,295. 2018 AMOUNT: $ 71,434. 2019 AMOUNT: $ 193,045. 2020 AMOUNT: $ 86,711. MISCELLANEOUS REVENUE - 2016 AMOUNT: $ 45,906. 2017 AMOUNT: $ 35,071. 2018 AMOUNT: $ 237,044. 2019 AMOUNT: $ 15,615. 2020 AMOUNT: $ 620,027. VENDING REVENUE - 2016 AMOUNT: $ 0. 2017 AMOUNT: $ 23,376. 2018 AMOUNT: $ 13,177. 2019 AMOUNT: $ 12,706. 2020 AMOUNT: $ 2,740. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 9487502 9487502 86018335 19775334 66243001 9896417 2275154 7621263 24629700 5662288 18967412 19647052 790398 18856654 121175832 INVESTMENT IN SUBSIDIARIES 19587164 F REAL ESTATE HELD FOR INVEST. 469263 F 20056427 CONTRACT ASSET 159445782 DEFERRED RENT REVENUE 492470 LEASE ISSUANCE COSTS, NET 221143 ORIGINATION COSTS 195866 160355261 FINANCING LIABILITY 1628891 DERIVATIVE INSTRUMENT LIABILITY 3049461 SECURITY DEPOSITS HELD 329479 5007831 X PART X, LINE 2: UNCERTAIN TAX POSITIONS 3CDC AND OTR HOLDINGS, INC (OTR), A WHOLLY OWNED SUBSIDIARY, ARE EXEMPT FROM FEDERAL INCOME TAX UNDER THE APPLICABLE INTERNAL REVENUE CODE (THE CODE) SECTION, THOUGH IT IS SUBJECT TO TAX ON INCOME UNRELATED TO ITS EXEMPT PURPOSE, UNLESS THAT INCOME IS OTHERWISE EXCLUDED BY THE CODE. 3CDC AND OTR ARE, LIKEWISE, EXEMPT FROM OHIO INCOME TAX UNDER COMPARABLE STATE STATUTES. 3CDC DERIVES REVENUES FROM AN UNRELATED TRADE OR BUSINESS AND FILES A FEDERAL FORM 990-T AND A CINCINNATI BUSINESS TAX RETURN TO PAY ITS ASSOCIATED TAX LIABILITIES. 3CDC IS CURRENTLY OPERATING AT A LOSS, THEREFORE THE CALCULATED INCOME TAX PROVISION IS IMMATERIAL AND NO PROVISION IS RECORDED IN THE FINANCIAL STATEMENTS. 3CDC HAS CREATED NUMEROUS SINGLE MEMBER LIMITED LIABILITY COMPANIES TO CARRY OUT ITS MISSION WHICH ARE DISREGARDED FOR FEDERAL TAX PURPOSES. 3CDC IS THE SOLE MEMBER; THEREFORE, THE TRANSACTIONS OF THESE ENTITIES ARE REPORTED TO THE INTERNAL REVENUE SERVICE ON 3CDC'S TAX RETURN. OTR HAS CREATED A SINGLE MEMBER LIMITED LIABILITY COMPANY TO CARRY OUT ITS MISSION. THAT ENTITY IS DISREGARDED FOR FEDERAL TAX PURPOSES. OTR IS THE SOLE MEMBER, THEREFORE, THE TRANSACTIONS OF THE ENTITY ARE REPORTED TO THE INTERNAL REVENUE SERVICE ON OTR'S TAX RETURN. VARIOUS LIMITED LIABILITY COMPANIES HAVE BEEN CREATED AS PART OF NEW MARKETS TAX CREDIT (NMTC) FINANCING STRUCTURES AND ARE PARTNERSHIPS FOR FEDERAL TAX PURPOSES WHERE 3CDC IS THE MAJORITY MEMBER AND RELATED AND UNRELATED PARTIES ARE THE NON-CONTROLLING MEMBERS. AS PART OF VARIOUS HISTORIC TAX CREDIT (HTC) FINANCING STRUCTURES, ANOTHER WHOLLY OWNED SUBSIDIARY (HTC MANAGER) IS A NOT-FOR-PROFIT ORGANIZATION CREATED AS THE MANAGING MEMBER OF SEVERAL PARTIALLY OWNED ENTITIES (INDIVIDUALLY AND COLLECTIVELY, HTC MT) WHICH OWN A LEASEHOLD INTEREST IN DEPRECIABLE, TANGIBLE PROPERTY AND THAT HAVE AT LEAST ONE MEMBER THAT IS NOT A TAX-EXEMPT ENTITY. THE ORGANIZATION ELECTED NOT TO BE TREATED AS A TAX-EXEMPT ENTITY FOR PURPOSES OF SECTIONS 168(H) (5) AND (6) OF THE CODE. BY THIS ELECTION, ANY GAIN RECOGNIZED BY THE DISPOSITION OF AN INTEREST IN THE HTC MANAGER OR ANY DIVIDENDS PAID TO 3CDC SHALL BE TREATED AS UNRELATED BUSINESS TAXABLE INCOME UNDER SECTION 511 OF THE CODE. 3CDC DID NOT DISPOSE OF ANY INTEREST IN THE HTC MANAGER AND NO DIVIDENDS WERE PAID TO 3CDC FOR THE YEARS ENDING DECEMBER 31, 2020 AND 2019. HTC MANAGER HAS CREATED VARIOUS LIMITED LIABILITY COMPANIES TO CARRY OUT ITS MISSION. 3CDC AND OTR FOLLOW GUIDANCE THAT CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, INCLUDING ISSUES RELATING TO FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT. THIS GUIDANCE PROVIDES THAT THE TAX EFFECTS FROM AN UNCERTAIN TAX POSITION CAN ONLY BE RECOGNIZED IN THE FINANCIAL STATEMENTS IF THE POSITION IS "MORE-LIKELY-THAN-NOT" TO BE SUSTAINED IF THE POSITION WERE TO BE CHALLENGED BY A TAXING AUTHORITY. THE ASSESSMENT OF THE TAX POSITION IS BASED SOLELY ON THE TECHNICAL MERITS OF THE POSITION, WITHOUT REGARD TO THE LIKELIHOOD THAT THE TAX POSITION MAY BE CHALLENGED. 3CDC AND OTR HAVE PROCESSES PRESENTLY IN PLACE TO ENSURE THE MAINTENANCE OF ITS TAX-EXEMPT STATUS, TO IDENTIFY AND REPORT UNRELATED INCOME, TO DETERMINE ITS FILING AND TAX OBLIGATIONS IN JURISDICTIONS FOR WHICH IT HAS NEXUS, AND TO IDENTIFY AND EVALUATE OTHER MATTERS THAT MAY BE CONSIDERED TAX POSITIONS. 3CDC HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS FOR THE YEAR ENDING DECEMBER 31, 2020 AND 2019. 1 OVER-THE-RHINE CHAMBER OF COMMERCE 1307 WALNUT STREET CINCINNATI OH 45202 311300658 501(C)(6) 10000 GENERAL SUPPORT 1 PART I, LINE 2: PROCESS FOR MONITORING THE USE OF GRANT FUNDS IN THE U.S. 3CDC'S BOARD APPROVES THE ANNUAL BUDGET EACH YEAR, FOR WHICH AN ALLOCATION OF FUNDS IS SET ASIDE FOR CONTRIBUTIONS AND DONATIONS TO VARIOUS ORGANIZATIONS. 3CDC ALSO HAS AN INTERNAL COMMITTEE, MADE UP OF MANAGERS AND SENIOR MANAGERS, THAT REVIEWS AND APPROVES OR DENIES EACH INDIVIDUAL CONTRIBUTION REQUEST. X X X X 0 1 0 0 0 0 0 1 0 STEPHEN G LEEPER PRESIDENT & CEO 468293 0 97104 0 9227 0 14250 0 7854 0 596728 0 0 0 ADAM GELTER EVP, DEVELOPMENT 319296 0 81954 0 1474 0 14207 0 0 0 416931 0 0 0 TIMOTHY SZILASI SECY., TREAS., SR. VP & CFO 261894 0 22000 0 1280 0 11282 0 3527 0 299983 0 0 0 LANN FIELD VP DEVELOPMENT 190591 0 11000 0 0 0 8017 0 2231 0 211839 0 0 0 CHRISTY VISSMAN VP EVENTS 181487 0 12000 0 0 0 7879 0 1288 0 202654 0 0 0 ANGIE WHITE CONTROLLER (THRU 12/02/20) 139833 0 10000 0 0 0 5761 0 7000 0 162594 0 0 0 DEANA TAYLOR VP HUMAN RESOURCES 136527 0 10000 0 0 0 6142 0 3635 0 156304 0 0 0 DAVID VISSMAN VP OPERATIONS 132109 0 10000 0 0 0 5890 0 2846 0 150845 0 0 0 PART I, LINE 4B: NON-QUALIFIED RETIREMENT PLAN STEPHEN G. LEEPER AND ADAM GELTER PARTICIPATE IN A 457(F) NON-QUALIFIED RETIREMENT PLAN. NO PAYMENTS WERE MADE DURING THE YEAR AND NO CONTRIBUTIONS AND/OR ACCRUALS OF EARNINGS WERE EARNED BY EITHER INDIVIDUAL. PART I, LINE 7: NON-FIXED PAYEMENTS ALL EMPLOYEES OF 3CDC ARE ELIGIBLE FOR A BONUS UP TO 10% DEPENDING ON PERFORMANCE METRICS. BONUSES WERE REVIEWED AND APPROVED BY THE HUMAN RESOURCES AND GOVERNANCE SUBCOMMITTEE AND DOCUMENTED IN THE BOARD MEETING MINUTES. A PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2013-09-06 731875 REFUNDING 12/28/2011 0 0 0 B PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2014-09-03 21535907 FACILITY IMPROV. & REFUND 12/28/11 0 0 0 C PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2017-12-29 17230000 FACILITY CONSTRUCTION 0 0 0 D PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2018-10-19 26730000 FACILITY CONSTRUCTION 0 0 0 A 320732 731875 731875 2013 1 0 1 1 B 4726686 21535907 21535907 2014 1 0 1 1 C 281269 17101664 207500 184034 13350060 3360070 2018 0 0 1 1 D 477131 26252870 900000 525057 24827812 2020 0 0 1 1 A 0 0 1 1 0 1 0 0 B 0 0 1 1 0 1 0 0 C 0 0 1 1 0 1 0 0 D 0 0 0 0 1 0 0 A 0 0 0 1 0 0 0 0 0 B 0 0 0 1 0 0 0 0 0 C 0 1 0 0 1 1 PNC & FIFTH THIRD 5.000000000000 0 0 0 0 0 D 0 1 0 0 1 0 0 0 0 A 0 B 0 C 0 D 0 PART I, COLUMN E, LINES C AND D AND CONTINUATION SHEET, COLUMN E, LINE B AND PART II, LINE 3, COLUMNS C AND D AND CONTINUATION SHEET, LINE 3, COLUMN B ISSUE PRICE AND PROCEEDS TOTAL ISSUE PRICE IN PART I, COLUMN E, LINES C AND D AND CONTINUATION SHEET, COLUMN E, LINE B DOES NOT MATCH THE ISSUE PRICE LISTED ON THE FILED FORM 8038 AND TOTAL PROCEEDS FROM ISSUE IN PART II, LINE 3, COLUMNS C AND D AND CONTINUATION SHEET, LINE 3, COLUMN B DUE TO A DISCOUNT AT TIME OF ISSUE. SCHEDULE K, PART IV, COLUMN A, LINE 2C REBATE COMPUTATION DATE REBATE COMPUTATION PERFORMED 12/07/2016. SCHEDULE K, PART IV, COLUMN B, LINE 2C REBATE COMPUTATION DATE TWO SEPARATE BONDS ISSUED 12/28/2011 & THEN CONSOLIDATED & REFUNDED ON 9/3/2014. REBATE COMPUTATIONS WERE PERFORMED FOR ONE BOND ON 5/28/2020 AND THE OTHER 6/1/2020. A PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2019-12-21 58641715 REFUNDING 6/20/2013, 6/20/2018 & 6/19/2019 0 0 0 B PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2020-07-16 13143245 REFUNDING OF AFFILIATE DEBT 0 0 0 A 50000 58641715 2046503 681175 55914037 2019 1 0 1 1 B 13148275 672000 262865 12213410 2020 0 0 1 1 A 0 0 1 1 0 1 0 0 B 0 0 1 1 0 1 0 0 A 0 1 0 0 1 0 0 0 0 B 0 1 0 0 1 0 0 0 0 A 0 B 0 SEE SUPPLEMENTAL INFORMATION 0 0 0 0 PART II DURING 2020, 3CDC ADOPTED THE ACCOUNTING STANDARDS UPDATE (ASU) NO. 2014-09, REVENUE FROM CONTRACTS WITH CUSTOMERS (TOPIC 606), AS AMENDED BY SEVERAL SUBSEQUENT ASUS, WHICH PROVIDES GUIDANCE FOR REVENUE RECOGNITION. 3CDC ADOPTED THE ASU USING THE MODIFIED RETROSPECTIVE APPROACH TO ALL CONTRACTS THAT WERE NOT COMPLETED AS OF THE BEGINNING OF 2020. RESULTS FOR REPORTING PERIODS BEGINNING AFTER DECEMBER 31, 2019, ARE PRESENTED UNDER TOPIC 606, WHILE PRIOR PERIOD AMOUNTS AND DISCLOSURES ARE NOT ADJUSTED AND CONTINUE TO BE REPORTED UNDER THE ACCOUNTING STANDARDS IN EFFECT OR THE PRIOR PERIOD. 3CDC RECOGNIZED A CUMULATIVE EFFECT ADJUSTMENT OF $9,671,498 TO REDUCE THE OPENING BALANCE OF NET ASSETS WITHIN THE CONSOLIDATED STATEMENT OF ACTIVIITES, WHICH CAUSED THE BALANCE OF NET ASSETS TO DECREASE MORE THAN 25% FROM THE PRIOR YEAR. FORM 990, PART III, LINE 1: ORGANIZATION'S MISSION (1) TO PROMOTE THE WELFARE OF THE PEOPLE OF THE CITY OF CINCINNATI, OHIO (THE "CITY") (2) TO COMBAT COMMUNITY DETERIORATION, PROVIDE RELIEF TO THE POOR AND DISTRESSED, ELIMINATE DISCRIMINATION AND PREJUDICE, LESSEN NEIGHBORHOOD TENSIONS, FOSTER LOW INCOME HOUSING, STABILIZE, AND GENERALLY TO OTHERWISE PROMOTE COMMUNITY AND ECONOMIC DEVELOPMENT AND REDEVELOPMENT IN THE CITY'S DOWNTOWN; (3) TO LESSEN THE BURDENS OF GOVERNMENT OF THE CITY BY OVERSEEING PROJECTS, INCLUDING THOSE IN THE "CENTER CITY PLAN" PRESENTED TO THE CITY, AND PROGRAMS DESIGNED TO STRENGTHEN AND LEVERAGE THE CITY'S DOWNTOWN CORE ASSETS, INITIALLY FOCUSING ON FOUNTAIN SQUARE, OVER THE RHINE AND THE BANKS; (4) TO IMPROVE THE ECONOMY OF THE CITY BY DEVELOPING, ATTRACTING, EXPANDING, AND RETAINING BUSINESS, INDUSTRIAL, EDUCATIONAL, CULTURAL, CIVIC, COMMUNITY AND OTHER ENTERPRISES IN THE CITY AND THEREBY DEVELOPING, ATTRACTING, EXPANDING, AND RETAINING JOBS FOR THE PEOPLE OF THE CITY; (5) SOLELY FOR THE ABOVE PURPOSES, THE CORPORATION IS EMPOWERED TO TAKE AND HOLD BY BEQUEST, DEVISE, GIFT, CONTRIBUTION, PURCHASE, LEASE, OR ANY OTHER FORM, EITHER ABSOLUTELY OR IN TRUST, ANY PROPERTY, REAL OR PERSONAL, TANGIBLE OR INTANGIBLE, WITHOUT LIMITATION AS TO AMOUNT OR VALUE; TO SELL, CONVEY, USE, ASSIGN AND DISPOSE OF ANY SUCH PROPERTY AND TO INVEST AND REINVEST THE INCOME AND PRINCIPAL THEREOF; TO DEAL WITH AND EXPEND THE INCOME AND PRINCIPAL OF THE CORPORATION; TO MAKE GIFTS OR CONTRIBUTIONS TO OTHER ENTITIES OR PERSONS; TO VOTE THE SHARES OR INTERESTS IN ANY STOCK OR OTHER EQUITY INVESTMENT HELD BY THE CORPORATION; TO MAINTAIN, PROTECT AND ENFORCE ALL RIGHTS, TITLE AND INTERESTS INCIDENTAL TO HOLDING TITLE TO PROPERTY HELD BY THE CORPORATION; TO DO ALL THINGS NECESSARY OR APPROPRIATE TO ACCOMPLISH THE FOREGOING; AND TO EXERCISE ALL OTHER RIGHTS AND POWERS CONFERRED BY THE LAWS OF THE STATE OF OHIO UPON NONPROFIT CORPORATIONS. FORM 990, PART VI, SECTION A, LINE 1 DELEGATION OF AUTHORITY EXECUTIVE COMMITTEE: THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIRPERSON OF THE BOARD, THE CHAIRPERSON OF EACH BOARD COMMITTEE AND SUCH OTHER DIRECTORS AS MAY BE NOMINATED BY THE CHAIRPERSON OF THE BOARD AND APPROVED BY THE BOARD OF DIRECTORS FROM TIME TO TIME. THE CHAIRPERSON OF THE BOARD SHALL SERVE AS THE CHAIRPERSON OF THE EXECUTIVE COMMITTEE. DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE SHALL POSSESS AND MAY EXERCISE ALL OF THE POWERS OF THE BOARD OF DIRECTORS IN THE MANAGEMENT AND CONTROL OF THE BUSINESS OF THE CORPORATION TO THE EXTENT PERMITTED BY LAW. ALL ACTION TAKEN BY THE EXECUTIVE COMMITTEE SHALL BE REPORTED TO THE BOARD OF DIRECTORS AT ITS FIRST MEETING THEREAFTER. THE BOARD OF DIRECTORS MAY, AT ANY REGULAR MEETING, REVIEW THE ACTIONS OF THE EXECUTIVE COMMITTEE AND MAY MODIFY, RATIFY OR RESCIND ANY SUCH ACTIONS, SUBJECT TO THE CONTRACT RIGHTS OF THIRD PARTIES. NO MEMBER OF THE EXECUTIVE COMMITTEE WHO IS UNABLE TO ATTEND A MEETING OF THE EXECUTIVE COMMITTEE SHALL BE PERMITTED TO BE REPRESENTED AT SUCH MEETING BY A PROXY. SUBCOMMITTEES: THE BOARD OF DIRECTORS HEREBY DELEGATES ITS POWER TO APPOINT FROM TIME TO TIME CERTAIN OF ITS MEMBERS TO ACT AS A COMMITTEE IN THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS TO THE EXECUTIVE COMMITTEE, AND THE EXECUTIVE COMMITTEE MAY, ON BEHALF OF THE BOARD OF DIRECTORS, FROM TIME TO TIME DELEGATE TO A COMMITTEE POWER TO BE EXERCISED UNDER THE CONTROL AND DIRECTION OF THE EXECUTIVE COMMITTEE. EACH COMMITTEE SHALL BE COMPOSED OF ONE (1) OR MORE DIRECTORS AND MAY INCLUDE PERSONS WHO ARE NOT DIRECTORS. EACH COMMITTEE AND EACH MEMBER THEREOF SHALL SERVE AT THE PLEASURE OF THE EXECUTIVE COMMITTEE. EITHER THE EXECUTIVE COMMITTEE OR THE CHAIRPERSON OF THE PARTICULAR COMMITTEE MAY FROM TIME TO TIME APPOINT A SUBCOMMITTEE OF SUCH COMMITTEE. SUCH SUBCOMMITTEES MAY INCLUDE PERSONS WHO ARE NOT DIRECTORS, PROVIDED THAT AT LEAST ONE (1) DIRECTOR SHALL BE A MEMBER OF SUCH SUBCOMMITTEE. SUBJECT TO CHANGE BY THE EXECUTIVE COMMITTEE ON BEHALF OF THE BOARD OF DIRECTORS, THERE SHALL CURRENTLY BE THE FOLLOWING FIVE (5) COMMITTEES IN ADDITION TO THE EXECUTIVE COMMITTEE: THE AUDIT COMMITTEE, THE DEVELOPMENT AND FINANCE COMMITTEE, THE ASSET COMMITTEE, THE EVENT AND SPONSORSHIP COMMITTEE, AND THE CENTER CITY MANAGEMENT COMMITTEE. COMMITTEE AND SUBCOMMITTEE ACTION: UNLESS OTHERWISE PROVIDED BY THE BOARD OF DIRECTORS OR THE EXECUTIVE COMMITTEE, AS THE CASE MAY BE, A MAJORITY OF THE MEMBERS OF ANY COMMITTEE OR SUBCOMMITTEE APPOINTED BY THE EXECUTIVE COMMITTEE PURSUANT TO SECTION 8.2 SHALL CONSTITUTE A QUORUM AT ANY MEETING THEREOF AND THE ACT OF A MAJORITY OF THE MEMBERS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF SUCH COMMITTEE OR SUBCOMMITTEE. ACTION MAY BE TAKEN BY ANY COMMITTEE OR SUBCOMMITTEE WITHOUT A MEETING BY A WRITING SIGNED BY ALL ITS MEMBERS. EACH COMMITTEE OR SUBCOMMITTEE SHALL KEEP A WRITTEN RECORD OF ALL ACTION TAKEN BY IT. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS THE IRS FORM 990 IS PREPARED BY A NATIONAL EXTERNAL PUBLIC ACCOUNTING FIRM, GRANT THORNTON. THE CFO REVIEWS THE DRAFT PRIOR TO DISSEMINATION TO THE AUDIT COMMITTEE. THE AUDIT COMMITTEE IS GIVEN A COPY OF THE FULL TAX RETURN AND REVIEWS THE GOVERNANCE AND COMPENSATION DATA PRIOR TO FILING WITH THE IRS. A COMPLETE COPY OF THE FORM 990 IS PROVIDED TO THE GOVERNING BOARD PRIOR TO FILING THE RETURN. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY MONITERING & ENFORCEMENT CONFLICT OF INTEREST POLICY IS VERBALLY DISCUSSED AT REGULAR STAFF MEETINGS. EACH YEAR ALL OFFICERS, DIRECTORS AND EMPLOYEES ARE REQUIRED TO FILL OUT A CONFLICT OF INTEREST (COI) DISCLOSURE FORM (ALTERNATIVE YEARS A RECONFIRMATION OF PRIOR YEAR). THE FORM IS REVIEWED AND SUMMARIZED INTERNALLY AND SUBMITTED TO THE ORGANIZATION'S GENERAL COUNSEL FOR REVIEW AND DISCLOSURE TO EXECUTIVE COMMITTEE, IF NECESSARY. ANY ACTION TAKEN BY THE BOARD OR COMMITTEE THAT HAS A COI OF AN EMPLOYEE, DIRECTOR OR OFFICER IS DISCLOSED PRIOR TO PASSAGE AND THE INDIVIDUAL IS REQUESTED TO LEAVE THE ROOM DURING THE DISCUSSION AND VOTE. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION THE EXECUTIVE COMMITTEE UTILIZED COMPARABILITY DATA WHEN DETERMINING THE CEO'S COMPENSATION IN COMPLETING HIS EMPLOYMENT CONTRACT. EACH YEAR THE COMMITTEE REVIEWS THE ORGANIZATION'S SCORECARD AND RESULTS AS WELL AS THE CEO'S PERFORMANCE IN ASSESSING HIS COMPENSATION CHANGES. FINALLY, THE CHAIR DISCUSSES THE RESULTS WITH BOARD MEMBERS. OTHER KEY STAFF COMPENSATION IS DETERMINED BY COMPARING LOCAL OR REGIONAL SALARY DATA AS WELL AS THE INDIVIDUAL'S PERFORMANCE. FORM 990, PART VI, LINES 16A AND 16B: PROCEDURES FOR ENTERING INTO JOINT VENTURE ARRANGEMENTS 3CDC HAS NOT ADOPTED A FORMAL WRITTEN POLICY TO ADDRESS JOINT VENTURE ACTIVITIES BUT THE ORGANIZATION UNDERTAKES PROACTIVE MEASURES TO ENSURE THAT THE ORGANIZATION'S ASSETS ARE PRESERVED FOR EXEMPT PURPOSES. ALL POTENTIAL JOINT VENTURE OPPORTUNITIES ARE TAKEN TO THE DEVELOPMENT & FINANCE COMMITTEE, BOARD OF DIRECTORS, AND, IF DEEMED NECESSARY, THE EXECUTIVE COMMITTEE AND/OR HR & GOVERNANCE SUB-COMMITTEE, TO DISCUSS WHY THE JOINT VENTURE HELPS FURTHER THE MISSION OF THE ORGANIZATION. FORM 990, PART VI, SECTION C, LINE 19 HOW DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC THE ORGANIZATION'S ARTICLES OF INCORPORATION, CONSTITUTION, BYLAWS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: GAIN/(LOSS) ON CHANGE IN VALUE OF INTEREST RATE SWAP -1,694,835. 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