2025-11-11T07:37:34-06:00 2024-12-31 991856619 GRANT THORNTON ADVISORS LLC 171 NCLARK ST STE 200 CHICAGO IL 60601 990 2024-01-01 200446324 CINCINNATI CENTER CITY DEVELOPMENT CORP CINC 5136214400 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 TIMOTHY SZILASI SR. VP & CFO 5136214400 2025-11-10 1 0 BRIDGET T ROCHE P00666837 3128560200 2024 2025-03-06 01:10:19Z TIMOTHY SZILASI 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 65696516 0 X WWW.3CDC.ORG X 2004 OH TO STRENGTHEN THE CORE ASSETS OF DOWNTOWN CINCINNATI, CREATE GREAT CIVIC SPACES, HIGH-DENSITY/MIXED-USE DEVELOPMENTS, AND PRESERVE HISTORIC STRUCTURES. 31 30 501 100 45395 0 4799836 8935449 47655266 49392255 16261499 2016573 484647 5199659 69201248 65543936 111268 49965 0 0 16392125 18022107 0 0 189165 45756828 48609569 62260221 66681641 6941027 -1137705 416219260 456363899 428238294 468573383 -12019034 -12209484 X SEE SCHEDULE O 0 0 22871608 18974979 COMMERCIAL REAL ESTATE: 3CDC COMMERCIAL REVENUES INCREASED FROM $16.7 MILLION IN 2023 TO $18.9 MILLION IN 2024. OF THIS GROWTH, $2 MILLION WAS DRIVEN BY THE ASSETS THAT ARE STILL REACHING STABILIZATION AFTER A RECENT DEVELOPMENT, PRIMARILY THE FOUNDRY PROJECT IN THE HEART OF THE FOUNTAIN DISTRICT AND THE OPENING OF COMMERCIAL SPACES ON COURT STREET. THREE NEW ASSETS CAME ONLINE DURING THE YEAR AND REPRESENTED $770,000 OF NEW REVENUE. 19435828 16179577 PARKING: 3CDC'S IN-HOUSE PARKING SERVICE OVERSEES THE MANAGEMENT OF 10 GARAGES AND SEVEN SURFACE LOTS IN THE ORGANIZATION'S PORTFOLIO. 3CDC IS COMMITTED TO PROVIDING CLEAN, SAFE, WELL-LIT GARAGES, AND OUTSTANDING CUSTOMER SERVICE. THE ORGANIZATION MANAGES A TOTAL OF 5,839 PARKING SPACES IN CINCINNATI'S URBAN CORE, SETTING ITS PRICES AT OR BELOW MARKET RATES TO ENSURE PARKING IS ACCESSIBLE TO VISITORS, RESIDENTS AND WORKERS IN DOWNTOWN. ADDITIONALLY, PARKING SERVES AS AN AMENITY THAT SUPPORTS SMALL BUSINESSES IN THE URBAN CORE, MAKING IT EASIER FOR PATRONS TO VISIT RETAIL, FOOD & BEVERAGE, AND SERVICE-BASED ESTABLISHMENTS. 3CDC HAS ON-SITE MANAGEMENT AT ITS GARAGES 24/7 AND FOCUSES ON MAKING FAIR CHANCE HIRES AND EMPLOYING INDIVIDUALS IN RECOVERY FOR MANY OF THE GARAGE MANAGEMENT AND OPERATIONAL POSITIONS, WORKING WITH VARIOUS JOB READINESS PROGRAMS TO IDENTIFY POTENTIAL EMPLOYEES. 10441743 49965 8713780 CIVIC SPACE EVENT MANAGEMENT AND PROGRAMMING: IN 2024, 3CDC HOSTED OVER 1,100 FREE FAMILY-FRIENDLY EVENTS ACROSS THE SIX CIVIC SPACES IT MANAGES IN CINCINNATI'S URBAN CORE - FOUNTAIN SQUARE, WASHINGTON PARK, ZIEGLER PARK, MEMORIAL HALL, COURT STREET PLAZA AND IMAGINATION ALLEY. THIS INCLUDED NEARLY 34,000 VISITORS TO THE ZIEGLER PARK POOL, FREE SWIM LESSSONS FOR NEARLY 600 ADULTS AND CHIDREN, A LOW-COST SUMMER CAMP CATERING TO NEIGHBORHOOD YOUTH - PRIMARILY UTILIZED BY FAMILIES LIVING AT OR BELOW THE POVERTY LINE - AND A FREE SWIM TEAM. ADDITIONALLY, SEVERAL DOZEN AMBASSADORS WORKED TO KEEP THE SPACES CLEAN AND SAFE. THESE ACTIVITIES ALL SUPPORT CREATING VIBRANT, DYNAMIC CIVIC SPACES THAT RESULT IN SAFER NEIGHBORHOODS, DUE TO POSITIVE ACTIVITY. ADDITIONALLY, PATRONS WHO VISIT THE PARK OFTEN SUPPORT THE LOCAL ECONOMY BY PARKING AT NEARBY GARAGES AND VISITING SMALL BUSINESSES IN THE AREA. 5160123 4306292 BUSINESS DISTRICT MANAGEMENT: 3CDC EMPLOYED OVER 40 FULL-TIME AMBASSADORS IN 2024, AS WELL AS 40 ADDITIONAL PART-TIME EMPLOYEES. AMBASSADORS ASSIST IN THE MANAGEMENT OF THE SIX CIVIC SPACES 3CDC OVERSEES, IN ADDITION TO PROVIDING CLEAN, SAFE, AND BEAUTIFICATION SERVICES THROUGHOUT THE TWO SPECIAL IMPROVEMENT DISTRICTS THE ORGANIZATION MANAGES - THE DOWNTOWN CINCINNATI IMPROVEMENT DISTRICT AND OVER-THE-RHINE (OTR) SOUTH SPECIAL IMPROVEMENT DISTRICT. AMBASSADORS PATROL THE STREETS ON FOOT, CLEANING SIDEWALKS AND ALLEYS AND PROVIDING GUIDES, MAPS AND FRIENDLY ASSISTANCE TO VISITORS. SIMILAR TO ITS GARAGE MANAGEMENT STAFF, 3CDC FOCUSES ON MAKING FAIR CHANCE HIRES AND EMPLOYING INDIVIDUALS IN RECOVERY FOR MANY OF THESE AMBASSADOR POSITIONS, WORKING WITH VARIOUS JOB READINESS PROGRAMS TO IDENTIFY POTENTIAL EMPLOYEES. 898573 749889 RESIDENTIAL REAL ESTATE: IN 2024, 3CDC'S PORTFOLIO OF MANAGED RESIDENTIAL UNITS CONTINUED TO GROW, REACHING 125 APARTMENTS (37 OF WHICH ARE AFFORDABLE) WITH THE COMPLETION OF THE ANNIE LOFTS PROJECT. AS OF SEPTEMBER 30, 2024, 98% OF THE RESIDENTIAL UNITS WERE LEASED, AS RESIDENTIAL DEMAND IN THE OTR REMAINS STRONG. 377647 693518 DEVELOPMENT: THE MAJORITY OF 2024 WAS FOCUSED ON TWO POCKETS OF THE URBAN CORE THE CONVENTION DISTRICT AND NORTH OVER-THE-RHINE. WHILE PRIORITIZING THESE AREAS, 3CDC COMPLETED THE ANNIE PROJECT WHICH RESULTED IN 29 NEW HOUSING UNITS, SIX HAVING AFFORDABILITY RESTRICTIONS. OTHER PRE-DEVELOPMENT EFFORTS WERE DONE ON PROJECTS LIKE THE CAPITOL AT 7TH & VINE AND WHEX GARAGE. ALL OF THIS WORK CONTRIBUTES TO 3CDC'S OVERALL MISSION OF STRENGTHENING AND REVITALIZING CINCINNATI'S URBAN CORE, AS THE PROJECTS INVOLVE INCREASING THE NUMBER OF HOUSING UNITS AND ACTIVATING STREET LEVEL COMMERICAL SPACES TO CREATE JOBS. 6436343 5749699 59185522 1 1 0 0 0 0 0 0 1 0 1 1 0 1 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 0 1 412 0 1 501 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 31 30 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 654496 0 69463 ADAM GELTER THRU 924 EVP, DEVELOPMENT 45.00 5.00 X 322629 0 57734 TIMOTHY SZILASI EVP & CFO & TREASURER 45.00 5.00 X 275410 0 45945 CHRISTY SAMAD EVP CIVIC & COMM. SPACE ACTIVATION 50.00 0.00 X 232364 0 51859 CAITLIN FELVUS BEG 924 CLO & VP OF HR & SECRETARY 45.00 5.00 X 157248 0 18098 MICHAEL DUMBAULD VP ASSET MANAGEMENT 50.00 0.00 X 160868 0 13638 KATIE WESTBROOK VP, DEVELOPMENT 45.00 5.00 X 157020 0 16197 REID VANPELT VP PARKING SVCS. & PROPERTY MGMT. 50.00 0.00 X 149820 0 17703 DAVID VISSMAN VP OPERATIONS 50.00 0.00 X 148945 0 5722 SHAILESH JEJURIKAR CHAIR 1.00 1.00 X X 0 0 0 RALPH S MICHAEL III VICE CHAIR 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 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 ROBERT H CASTELLINI BOARD MEMBER 1.00 0.00 X 0 0 0 BRANDON CULL BOARD MEMBER 1.00 0.00 X 0 0 0 STEVE DAVIS BOARD MEMBER 1.00 0.00 X 0 0 0 LEIGH FOX BOARD MEMBER 1.00 0.00 X 0 0 0 MIKE FOX BEG 1224 BOARD MEMBER 1.00 0.00 X 0 0 0 SHELLY GILLIS BOARD MEMBER 1.00 0.00 X 0 0 0 MEL GRAVELY BOARD MEMBER 1.00 0.00 X 0 0 0 CHRIS HABEL BOARD MEMBER 1.00 0.00 X 0 0 0 RYAN HAYS BOARD MEMBER 1.00 0.00 X 0 0 0 BRIAN HODGETT BOARD MEMBER 1.00 0.00 X 0 0 0 RYAN JANKOWSKI BOARD MEMBER 1.00 0.00 X 0 0 0 GARY LINDGREN BOARD MEMBER 1.00 0.00 X 0 0 0 BERNIE MCKAY 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 STEVE MULLINGER BOARD MEMBER 1.00 0.00 X 0 0 0 JOSEPH PICHLER BOARD MEMBER 1.00 0.00 X 0 0 0 MATTHEW RANDAZZO BOARD MEMBER 1.00 0.00 X 0 0 0 TODD SCHNEIDER BOARD MEMBER 1.00 0.00 X 0 0 0 JAMES SOWAR THRU 1224 BOARD MEMBER 1.00 0.00 X 0 0 0 AMY SPILLER BOARD MEMBER 1.00 0.00 X 0 0 0 JEREMY VAUGHN BOARD MEMBER 1.00 0.00 X 0 0 0 WARREN WEBER BOARD MEMBER 1.00 0.00 X 0 0 0 THOMAS L WILLIAMS BOARD MEMBER 1.00 0.00 X 0 0 0 JAMES M ZIMMERMAN BOARD MEMBER 1.00 0.00 X 0 0 0 2258800 0 296359 18 0 1 0 TURNER CONSTRUCTION COMPANY 510 RACE STREET CINCINNATI OH 45202 CONSTRUCTION 6754138 TRIVERSITY CONSTRUCTION CO LLC 921 CURTIS STREET CINCINNATI OH 45206 CONSTRUCTION 2150962 LINKED SOLUTIONS INC 11131 DEERFIELD ROAD CINCINNATI OH 45242 CONSTRUCTION 1300398 SANSALONE & ASSOCIATES 2344 KEMPER LN UNIT 6477 CINCINNATI OH 45206 CONSTRUCTION 1209893 TRADE31 2831 STANTON AVENUE CINCINNATI OH 45206 CONSTRUCTION 846976 38 6020255 2915194 8935449 LEASE INCOME 532000 17424771 17424771 PARKING INCOME 812930 9836449 9836449 MANAGEMENT FEE INCOME 541610 8012515 8012515 SVC CONCESSION CNTRCT INCOME 541610 6124212 6124212 EVENT & PROGRAMMING INCOME 713990 5116567 5071172 45395 2877741 2877741 49392255 1790793 1790793 378360 152580 225780 225780 225780 FORGIVENESS OF DEBT AND INTEREST 900099 4854252 4854252 REIMB. TENANTS/VENDORS 900099 178818 178818 OZ TAX CREDITS 900099 131881 131881 34708 34708 5199659 65543936 49572640 45395 6990452 49965 49965 2282436 1563458 718978 12356339 8334457 3832717 189165 2112552 1447088 665464 1270780 870478 400302 32510 32510 547188 420633 126555 317434 22139 295295 316764 316764 400459 365067 35392 2236740 1464755 771985 9857920 9779793 78127 15053052 14961651 91401 14771204 14698764 72440 1440572 1222274 218298 EVENT & PRGM PLANNING 3283208 3283208 REAL ESTATE DEV CONST 352518 352518 66681641 59185522 7306954 189165 10643479 9446801 2548440 2327817 3463581 20446512 18192880 17717880 317587 1523368 1589921 238991707 46034752 168374760 192956955 24822374 29321837 13625035 15254771 172707756 167301405 416219260 456363899 11288134 30486167 21126817 20705735 129092771 135621844 255794628 271065906 10935944 10693731 428238294 468573383 X -15157507 -14893425 3138473 2683941 -12019034 -12209484 416219260 456363899 X -1137705 676168 271087 X 0 1 X 1 0 X 4733139 9667683 6674398 4799836 8935449 34810505 4733139 9667683 6674398 4799836 8935449 34810505 2325510 32484995 868843 1227293 673358 1453081 1790793 6013368 755009 595132 853915 484647 5199659 7888362 48712235 234337266 0.66690 0.67060 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: FORGIVENESS OF DEBT AND INTEREST - 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 16,629. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 0. 2024 AMOUNT: $ 4,854,252. INSURANCE PROCEEDS - 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 118,513. 2022 AMOUNT: $ 134,647. 2023 AMOUNT: $ 0. 2024 AMOUNT: $ 0. REIMB FROM TENANTS/VENDORS - 2020 AMOUNT: $ 77,281. 2021 AMOUNT: $ 219,710. 2022 AMOUNT: $ 269,877. 2023 AMOUNT: $ 216,034. 2024 AMOUNT: $ 178,818. PROJECT REIMBURSEMENT - 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 0. 2024 AMOUNT: $ 0. REAL ESTATE TAXES - 2020 AMOUNT: $ 86,711. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 0. 2024 AMOUNT: $ 0. MISCELLANEOUS REVENUE - 2020 AMOUNT: $ 588,277. 2021 AMOUNT: $ 237,042. 2022 AMOUNT: $ 164,148. 2023 AMOUNT: $ 40,705. 2024 AMOUNT: $ 30,374. VENDING REVENUE - 2020 AMOUNT: $ 2,740. 2021 AMOUNT: $ 3,238. 2022 AMOUNT: $ 25,381. 2023 AMOUNT: $ 112,534. 2024 AMOUNT: $ 4,334. RECOVERED INCOME - 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 50,704. 2023 AMOUNT: $ 0. 2024 AMOUNT: $ 0. MEMBERSHIP INCOME - 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 49,158. 2023 AMOUNT: $ 0. 2024 AMOUNT: $ 0. LEGAL SETTLEMENTS - 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 160,000. 2023 AMOUNT: $ 0. 2024 AMOUNT: $ 0. PUBLIC SAFETY SUPPORT - 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 115,374. 2024 AMOUNT: $ 0. OZ TAX CREDITS - 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 0. 2024 AMOUNT: $ 131,881. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 12207528 12207528 135695271 24023304 111671967 30579397 6727990 23851407 37222785 14425039 22797746 23286726 858419 22428307 192956955 MONEY MARKET 4810752 F US TREASURY 24511085 F 29321837 CONTRACT ASSET 140764101 OPERATING LEASE RIGHT OF USE ASSET 15474744 NON-CURRENT LEASE INCENTIVE PAID 7493034 OTHER ASSET 3417379 LEASE ISSUANCE COSTS, NET 152147 167301405 OPERATING LEASE OBLIGATIONS 8635915 UNEARNED REVENUE 1460723 SECURITY DEPOSITS HELD 587330 OTHER LIABILITIES 9763 10693731 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, 2024 AND 2023. 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, 2024 AND 2023. NORTH AMERICA 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 4250 NORTH AMERICA 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 250 EUROPE 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 14157 AFRICA 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 2250 NORTH AMERICA 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 500 EAST ASIA 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 64891 EUROPE 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 18852 NORTH AMERICA 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 8988 0 0 0 0 0 0 114138 0 114138 0 0 0 0 0 0 SCHEDULE F, PART I, LINE 3 ACCOUNTING METHOD EXPENDITURES ARE ACCOUNTED FOR ON THE CASH BASIS. 1 OVER-THE-RHINE CHAMBER OF COMMERCE 1307 WALNUT STREET CINCINNATI OH 45202 310669700 501(C)(6) 10000 0 GENERAL SUPPORT 0 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 453966 0 112500 0 88030 0 50450 0 19013 0 723959 0 0 0 ADAM GELTER THRU 924 EVP, DEVELOPMENT 298103 0 22016 0 2510 0 36917 0 20817 0 380363 0 0 0 TIMOTHY SZILASI EVP & CFO & TREASURER 254192 0 18540 0 2678 0 36854 0 9091 0 321355 0 0 0 CHRISTY SAMAD EVP CIVIC & COMM. SPACE ACTIVATION 209467 0 14250 0 8647 0 32846 0 19013 0 284223 0 0 0 CAITLIN FELVUS BEG 924 CLO & VP OF HR & SECRETARY 136329 0 16686 0 4233 0 7587 0 10511 0 175346 0 0 0 MICHAEL DUMBAULD VP ASSET MANAGEMENT 134549 0 21817 0 4502 0 7462 0 6176 0 174506 0 0 0 KATIE WESTBROOK VP, DEVELOPMENT 135602 0 16686 0 4732 0 4817 0 11380 0 173217 0 0 0 REID VANPELT VP PARKING SVCS. & PROPERTY MGMT. 139446 0 10000 0 374 0 11031 0 6672 0 167523 0 0 0 DAVID VISSMAN VP OPERATIONS 139235 0 9375 0 335 0 5722 0 0 0 154667 0 0 0 PART I, LINE 4B: NON-QUALIFIED RETIREMENT PLAN THE FOLLOWING INDIVIDUALS PARTICIPATE IN A 457(F) NON-QUALIFIED RETIREMENT PLAN. CONTRIBUTIONS MADE TO THE PLAN ARE INCLUDED ON SCHEDULE J, PART II, COLUMN C AS FOLLOWS: ADAM GELTER - $ 24,000 CHRISTY VISSMAN - $ 24,000 STEPHEN G. LEEPER - $ 32,000 TIMOTHY SZILASI - $ 24,000 PART I, LINE 7: NON-FIXED PAYMENTS ALL EMPLOYEES OF 3CDC ARE ELIGIBLE FOR A 10% BONUS DEPENDING ON PERFORMANCE METRICS. THE PRESIDENT & CEO'S CONTRACT PERMITS A BONUS OF UP TO 25% OF BASE SALARY. 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 2018-10-19 26252870 FACILITY CONSTRUCTION 0 0 0 B PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 734191AK5 2019-12-19 58641715 REFUNDING 6/20/2013, 6/20/2018 & 6/19/2019 0 0 0 C PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 734191AN9 2020-07-16 13143245 REFUNDING OF AFFILIATE DEBT 0 0 0 D PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 734191AP4 2024-03-01 22231578 REFUNDING 12/29/2017 BONDS 0 0 0 A -9913 26252870 900000 525057 24827812 2020 0 0 1 1 B 97786 58641715 2046503 681175 55914037 2019 1 0 1 1 C 1109732 13143245 672000 262865 12208380 2020 1 0 1 1 D 137735 22231578 1132750 444632 20654196 2024 1 0 1 1 A 0 0 0 0 0 0 0 B 0 0 0 0 0 0 0 C 0 0 0 0 0 0 0 D 0 0 0 0 0 0 0 A 0 0 0 0 0 0 0 0 0 B 0 0 0 0 0 0 0 0 0 C 0 0 0 0 0 0 0 0 0 D 0 0 0 0 0 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, CONTINUATION SHEET LINES B, C, I DOES NOT MATCH THE ISSUE PRICE LISTED ON THE FILED FORM 8038 AND TOTAL PROCEEDS FROM ISSUE IN PART II, LINE 3, CONTINUATION SHEET COLUMNS B, C, I 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 734195BZ2 2021-09-21 7374473 REFUND DEBT (12/29/2017) 0 0 0 B PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2017-12-29 10400000 FACILITY CONSTRUCTION 0 0 0 C PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2020-04-22 3750000 FACILITY CONSTRUCTION 0 0 0 D PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2017-12-29 18920826 REFUND SERIES 2009A & SERIES 2011 (9/3/2014) 0 0 0 A 673820 7374473 142489 7231984 2021 1 0 1 1 B 3775030 10400000 50001 10349999 2021 0 0 1 1 C 387845 3750000 82119 3667881 2020 0 0 1 1 D 18920826 18920826 18920826 2017 1 0 1 1 A 0 0 0 0 0 0 0 B 0 0 0 0 0 0 0 C 0 0 0 0 0 0 0 D 0 0 0 0 0 0 0 A 0 0 0 0 0 0 0 0 0 B 1 1 1 FIFTH THIRD & PNC 1 0 0 0 0 C 0 0 0 0 0 0 0 0 0 D 0 0 0 0 1 0 PNC 1 0 0 0 0 A 0 B 0 C 0 D 0 FORM 990, PART III, LINE 1: (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 THE FOUNTAIN DISTRICT, 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 1A 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 AND CEO REVIEW 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 ARECONFIRMATION 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 GOALS 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 205,288. ADJUSTMENT FOR INSURANCE PROCEEDS 65,799. 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