This Preliminary Official Statement and the information contained herein are subject to change, completion and amendment with out notice. The 2013B Bonds may not be sold nor may an offer to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2013B Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 14, 2013 Ratings: Moody's: "Aaa" S&P: "AAA" Fitch: "AAA" (See "Ratings" herein) NEW ISSUE—Book-Entry Only This Official Statement has been prepared by the Local Government Commission of North Carolina and the City of Charlotte, North Carolina to provide information in connection with the sale and issuance of the 2013B Bonds described herein. Selected information is presented on this cover page for the convenience of the user. To make an informed decision regarding the 2013B Bonds, a prospective investor should read this Official Statement in its entirety. Unless indicated, capitalized terms used on this cover page have the meanings given in this Official Statement. $103,290,000* City of Charlotte, North Carolina General Obligation Refunding Bonds, Series 2013B Due: As shown on inside cover page Dated: Date of Delivery Tax Treatment In the opinion of Parker Poe Adams & Bernstein LLP, Bond Counsel, under existing law (1) assuming compliance by the City with certain provisions of the Internal Revenue Code of 1986, as amended (the "Code"), interest on the 2013B Bonds (a) is excludable from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (2) interest on the 2013B Bonds is exempt from State of North Carolina income taxation. See "TAX TREATMENT" herein. Redemption The 2013B Bonds are subject to optional redemption prior to their maturities at the times and prices set forth herein. Security The 2013B Bonds constitute general obligations of the City, secured by a pledge of the faith and credit and taxing power of the City. Interest Payment Dates January 1 and July 1, commencing January 1, 2014. Denominations $5,000 or any integral multiple thereof. Expected Closing/Settlement on or about September 5, 2013. Bond Counsel Parker Poe Adams & Bernstein LLP. Underwriters' Counsel McGuireWoods LLP. Financial Advisor DEC Associates, Inc. Wells Fargo Securities BofA Merrill Lynch The date of this Official Statement is August __, 2013. *Preliminary, Subject to Change. MATURITY SCHEDULE* $103,290,000 2013B Bonds Maturity Date January 1, 2014 July 1, 2014 July 1, 2015 July 1, 2016 July 1, 2017 July 1, 2018 July 1, 2019 July 1, 2020 July 1, 2021 July 1, 2022 July 1, 2023 July 1, 2024 July 1, 2025 July 1, 2026 July 1, 2027 July 1, 2028 July 1, 2029 *Preliminary, Subject to Change. Amount $5,860,000 9,630,000 7,070,000 8,490,000 9,065,000 6,915,000 7,315,000 4,030,000 4,260,000 4,505,000 4,765,000 5,035,000 5,310,000 5,610,000 5,920,000 6,240,000 3,270,000 Rate Yield CITY OF CHARLOTTE, NORTH CAROLINA _______________ City Council Patsy Kinsey ......................................................................................................................................... Mayor Patrick Cannon ...................................................................................................................... Mayor Pro Tem John Autry Michael Barnes Warren Cooksey Andy Dulin Claire Green Fallon David Howard Billy Maddalon LaWana Mayfield James Mitchell, Jr. Beth Pickering _______________ City Staff Ron Carlee .................................................................................................................................City Manager Greg C. Gaskins ........................................................................................................ Chief Financial Officer Robert E. Hagemann, Esq. ........................................................................................................City Attorney _______________ Financial Advisor DEC Associates, Inc. Charlotte, North Carolina _______________ Bond Counsel Parker Poe Adams & Bernstein LLP Charlotte, North Carolina IN CONNECTION WITH THIS OFFERING , THE UNDERWRITERS (AS DEFINED HEREIN) MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2013B BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET , AND SUCH STABILIZING , IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME . No dealer, broker, salesman or other person has been authorized to give any information or to make any representation in connection with this offering other than as contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the 2013B Bonds by any person, in any jurisdiction in which it is not lawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the City and from other sources that are deemed to be reliable, but is not guaranteed as to accuracy or completeness by the Underwriters, and is not to be construed as a representation by the Underwriters. The electronic distribution of this Official Statement does not constitute an offer to sell or the solicitation of an offer to buy the 2013B Bonds described herein to the residents of any particular state and is not specifically directed to the residents of any particular state. The 2013B Bonds will not be offered or sold in any state unless and until they are either registered pursuant to the laws of such state, or qualified pursuant to an appropriate exemption from registration in such state. The information set forth herein has been obtained from sources which are believed to be reliable and is in form deemed final by the City for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (except for certain information permitted to be omitted under Rule 15c2-12(b)(1)). Neither the 2013B Bonds nor the Bond Resolution (as hereinafter defined) has been registered or qualified with the Securities and Exchange Commission by reason of the provisions of Section 3(a)(2) of the Securities Act of 1933, as amended, and Section 304(a)(4) of the Trust Indenture Act of 1939, as amended. The registration or qualification of the 2013B Bonds and the Bond Resolution in accordance with applicable provisions of securities laws of the states in which the 2013B Bonds and the Bond Resolution have been registered or qualified, and the exemption from registration or qualification in other states, will not be regarded as a recommendation thereof. In making an investment decision investors must rely on their own examination of the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. All quotations from and summaries and explanations of laws and documents herein do not purport to be complete, and reference is made to such laws and documents for full and complete statements of their provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the 2013B Bonds will under any circumstances create any implication that there has been no change in the affairs of the City since the date hereof. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. References to web site addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such web sites and the information or links contained therein are not incorporated into, and are not part of, this offering document for purposes of, and as that term is defined in, Rule 15c2-12 (as hereinafter defined). TABLE OF CONTENTS Page INTRODUCTION ....................................................................................................................................... 1 THE LOCAL GOVERNMENT COMMISSION OF NORTH CAROLINA ............................................. 1 THE BONDS ............................................................................................................................................... 1 Description ..................................................................................................................................... 1 Redemption Provisions................................................................................................................... 2 Authorization and Purposes ............................................................................................................ 2 Security........................................................................................................................................... 2 Professionals ................................................................................................................................... 3 THE PLAN OF REFUNDING .................................................................................................................... 3 ESTIMATED SOURCES AND USES OF FUNDS ................................................................................... 3 THE CITY ................................................................................................................................................... 3 General Description and Demographic Characteristics.................................................................. 3 Business and Economic Profile ...................................................................................................... 4 Development Activity .................................................................................................................. 12 Development Beyond Downtown ................................................................................................ 14 Labor Force and Unemployment .................................................................................................. 15 Government and Major Services .................................................................................................. 16 Debt Information .......................................................................................................................... 18 Debt Ratios ................................................................................................................................... 21 General Obligation Debt Service Requirements as of June 30, 2013........................................... 22 Tax Information ............................................................................................................................ 27 Budget Commentary and Outlook ................................................................................................ 29 Pension Plans ................................................................................................................................ 29 Health and Life Benefits ............................................................................................................... 30 Other Post-Employment Benefits ................................................................................................. 30 Contingent Liabilities ................................................................................................................... 31 Financial Information ................................................................................................................... 31 CONTINUING DISCLOSURE ................................................................................................................ 32 APPROVAL OF LEGAL PROCEEDINGS ............................................................................................. 34 RATINGS .................................................................................................................................................. 34 TAX TREATMENT .................................................................................................................................. 34 General ......................................................................................................................................... 34 Original Issue Discount ................................................................................................................ 36 Original Issue Premium ................................................................................................................ 37 FINANCIAL ADVISOR ........................................................................................................................... 37 UNDERWRITING .................................................................................................................................... 37 RELATED PARTIES ................................................................................................................................ 38 MISCELLANEOUS .................................................................................................................................. 38 Appendices A — The North Carolina Local Government Commission B — Certain Constitutional, Statutory, and Administrative Provisions Governing or Relevant to the Incurrence of General Obligation Bonded Indebtedness by Units of Local Government of the State of North Carolina C — Management Discussion and Analysis D — Financial Information E — Proposed Form of Legal Opinion F — Book Entry System -i- # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1# State of North Carolina Department of State Treasurer State and Local Government Finance Division and the Local Government Commission JANET COWELL TREASURER T. VANCE HOLLOMAN DEPUTY TREASURER INTRODUCTION This Official Statement, including the cover page and the appendices hereto, is intended to furnish information in connection with the public invitation for bids for the purchase of $103,290,000* General Obligation Refunding Bonds, Series 2013B (the "2013B Bonds") of the City of Charlotte, North Carolina (the "City"). The information furnished herein includes a brief description of the City and its economic condition, government, debt management, tax structure, financial operations, budget, pension plans and contingent liabilities. The City has assisted the Local Government Commission in gathering and assembling the information contained herein. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the 2013B Bonds offered hereby, nor shall there be any offer or solicitation of such offer or sale of the 2013B Bonds in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Neither the delivery of this Official Statement nor the sale of any of the 2013B Bonds implies that the information herein is correct as of any date subsequent to the date hereof. The information contained herein is subject to change after the date of this Official Statement, and this Official Statement speaks only as of its date. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. THE LOCAL GOVERNMENT COMMISSION OF NORTH CAROLINA The Local Government Commission of North Carolina (the "Commission"), a division of the Department of State Treasurer, State of North Carolina (the "State"), is a State agency that supervises the issuance of the bonded indebtedness of all units of local government and assists these units in the area of fiscal management. Appendix A to this Official Statement contains additional information concerning the Commission and its functions. THE BONDS DESCRIPTION The 2013B Bonds will be dated as of their date of delivery and will bear interest from their date. Interest on the 2013B Bonds will be payable semiannually on each January 1 and July 1, commencing January 1, 2014. The 2013B Bonds will mature, subject to the optional redemption provisions set forth below, on the dates set forth on the inside cover page of this Official Statement. The record date for the 2013B Bonds will be the fifteenth day of the month preceding each interest payment date. *Preliminary, Subject to Change. The 2013B Bonds will be issuable as fully registered bonds in a book-entry system maintained by The Depository Trust Company ("DTC"). DTC will act as securities depository for the 2013B Bonds. Purchases and transfers of the 2013B Bonds may be made only in denominations of $5,000 and in accordance with the practices and procedures of DTC. See Appendix F hereto for a description of the book-entry system and DTC. REDEMPTION PROVISIONS Optional Redemption. The 2013B Bonds maturing on or before July 1, 20__ are not subject to redemption before their maturities. The 2013B Bonds maturing on or after July 1, 20__ are subject to redemption before their maturities, at the option of the City, from any money that may be made available for such purpose, either in whole or in part on any date on or after July 1, 20__, at a redemption price equal to 100% of the principal amount of the 2013B Bonds to be redeemed, together with interest accrued thereon to the date fixed for redemption, without premium. If less than all of the 2013B Bonds are called for redemption, the City will select the maturity or maturities of the 2013B Bonds to be redeemed in such manner as the City in its discretion may determine and DTC and its participants will determine which of the 2013B Bonds within a maturity are to be redeemed by lot; provided, however, that the portion of any Bond to be redeemed will be in the principal amount of $5,000 or integral multiples thereof and that, in selecting Bonds for redemption, each Bond is to be considered as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000. Notice of redemption will be given by the City, not less than 30 days nor more than 60 days before the redemption date by certified or registered United States mail to DTC (or by such other means as may be permitted by DTC's rules and procedures), but any failure or defect in respect of such mailing will not affect the validity of the redemption. The City will not be responsible for sending or mailing notices of redemption to anyone other than DTC, its nominee or another securities depository unless there is no qualified securities depository acting as the registered owner of the 2013B Bonds. AUTHORIZATION AND PURPOSES The 2013B Bonds are being issued pursuant to the provisions of The Local Government Bond Act, as amended, Article 7, as amended, of Chapter 159 of the General Statutes of North Carolina. The 2013B Bonds are to be issued pursuant to the bond order adopted on July 22, 2013 by the City Council of the City (the "City Council"). Terms of the 2013B Bonds were established in the resolution duly adopted by the City Council on July 22, 2013 (the "Bond Resolution"). The 2013B Bonds are being issued to provide funds to (1) refund in advance of their maturities (a) the City's $100,000,000 General Obligation Bonds, Series 2003A, (the "2003A Bonds"), of which $76,425,000 is currently outstanding; (b) the City's $42,560,000 General Obligation Refunding Bonds, Series 2003B (the "2003B Bonds"), of which $11,625,000 is currently outstanding; and (c) the City's $58,720,000 General Obligation Refunding Bonds, Series 2003C (the "2003C Bonds" and together with the 2003A Bonds and the 2003B Bonds, the "Refunded Bonds"), of which $25,995,000 is currently outstanding and (2) pay the costs of issuing the 2013B Bonds. SECURITY The City is authorized and required by law to levy on all property taxable by the City such ad valorem taxes, without limitation as to rate or amount, as may be necessary to pay the 2013B Bonds and the interest thereon. 2 PROFESSIONALS Wells Fargo Securities and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters") are underwriting the 2013B Bonds. DEC Associates, Inc., Charlotte, North Carolina is serving as Financial Advisor to the City. Parker Poe Adams & Bernstein LLP, Charlotte, North Carolina, is serving as Bond Counsel to the City. McGuireWoods LLP, Charlotte, North Carolina, is serving as counsel to the Underwriters. Robert E. Hagemann, Esq., Charlotte, North Carolina, is City Attorney. THE PLAN OF REFUNDING Proceeds of the 2013B Bonds will be used to (1) refund in advance of their maturities the Refunded Bonds and (2) pay the costs of issuing the 2013B Bonds. The Refunded Bonds will be called for redemption on the date the 2013B Bonds are issued at a price equal to 100% of the outstanding principal amount of the Refunded Bonds, plus accrued interest to the date of redemption. ESTIMATED SOURCES AND USES OF FUNDS The following table presents estimated information as to sources and uses of funds and the plan of finance: Sources of Funds: Par Amount of Bonds Total Uses of Funds: Refunding of the Refunded Bonds Costs of Issuance1 Total 1 Includes various professional fees, other financing costs and underwriters' discount. THE CITY GENERAL DESCRIPTION AND DEMOGRAPHIC CHARACTERISTICS The City, a municipal corporation of the State located in the County of Mecklenburg (the "County"), is the largest city between Washington, D.C. and Atlanta. The City was incorporated in 1768, became the County seat in 1774, and has grown from an initial 360 acres to a present area covering 299 square miles of the 527 square-mile County. The City has experienced steady population growth over the past several decades. The Charlotte Chamber of Commerce estimated the City's population to be 772,627 in 2012. The United States Census Bureau ranked the City as the 9th fastest-growing City in the nation from April 1, 2010 to July 1, 2011 and has recorded the population as follows: 1990 395,934 2000 540,828 2010 731,424 On June 18, 2013, Forbes.com ranked the City as the 4 th fastest growing city in the United States in its list of fastest growing cities in the United States since the recession (after 2007). 3 As of 2012, the City is the core of the Charlotte-Gastonia-Salisbury Combined Statistical Area (the "CSA"), a region of over 2.5 million people (representing an average annual growth rate in population of 1.98% since 2007) that includes the Charlotte-Gastonia-Concord metropolitan area and seven micropolitan areas – Albemarle, Mooresville, Salisbury, Shelby and Lincolnton, North Carolina and Lancaster and Chester, South Carolina. The combination of population growth and location reinforces the City's role as a regional center in the Southeast. BUSINESS AND ECONOMIC PROFILE The City serves as the financial, healthcare, energy, education, distribution, transportation and manufacturing center of the CSA and is one of the South's leading commercial and industrial areas. The City is also at the center of the nation's 6th largest urban region. The City and County are important locations for regional headquarters of major national and international companies. A number of national corporations have selected the City and County for establishment of sales offices, division headquarters, research and development facilities and other administrative units. Fortune magazine's 2013 Fortune 500 list indicated that six of the nation's "Fortune 500" companies are headquartered in the County. The types of businesses located in the County are illustrated by the following table: Rank 1 2 3 4 5 6 7 8 Classification Services Construction Wholesale Trade Manufacturing Finance, Insurance, Real Estate Retail Trade Transportation, Communication, Utilities Other Total Number of companies with sales of at least $1 Million located in the County 1,639 629 592 455 345 345 205 17 4,277 ____________ Source: Dun and Bradstreet's "Million Dollar Directory" for 2012. The largest employers in the Charlotte Region (defined by the Charlotte Chamber of Commerce to include the County and the 15 surrounding counties) are shown by employment ranges in the following table: 20,000 to 29,999 Employees Carolinas HealthCare System* Wells Fargo Corporation* 10,000 to 15,999 Employees Bank of America Corporation* Charlotte-Mecklenburg Schools* Wal-Mart & Sam's Clubs 5,000 to 9,999 Employees Adecco Staffing City of Charlotte* Duke Energy Corporation & Duke Capital LLC* Food Lion, Inc.* Lowe's* North Carolina State Government 4 Novant Health Presbyterian Medical Center* US Airways U.S. Postal Service 3,000-4,999 AT&T North Carolina* Compass Group* Daimler Trucks North America LLC/MFG Harris Teeter*1 Lowes Foods, Merchants Distributors Inc., Institution Food House Inc., Consolidation Services* Mecklenburg County* The University of North Carolina at Charlotte* US Government 1,500 to 2,999 Employees BB&T* Belk Inc.* Best Western Bi-Lo LLC Bojangles' Famous Chicken 'N Biscuits* Burger King Carowinds Catawba Valley Medical Center Central Piedmont Community College Chick-Fil-A Chili's Grill & Bar and Maggiano's Little Italy Commscope* CVS Caremark Family Dollar Stores Inc.* Fedex Freight; Ground; Air and Office Frye Regional Medical Center Hickory Springs Manufacturing Co* Hilton, Doubletree and Embassy Suites Home Depot Inc. IBM Corp. Ingersoll-Rand Co. Invista Iredell Memorial Hospital JC Penney Corp. Inc. Labor Ready Inc. Marriott, Courtyard, Renaissance and Fairfield McDonald's Parkdale Mills Inc.* Pharr Yarns LLC* Piedmont Medical Center Pizza Hut, Taco Bell, Kentucky Fried Chicken, Long John Silvers and A&W Restaurants Red Lobster, Olive Garden, Long Horn Steakhouse and Capital Grille Rite Aid Corp Robert Half International; Robert Half Technology Ross Dress for Less Rowan Regional Medical Center* 5 Schaeffler Group Snyder's-Lance Inc.* Subway Target Stores TIAA-CREF Time Warner Cable Tyson Foods United Parcel Service/Freight Wendy's – Carolina Rest Group Inc.* WG (Bill) Hefner Veterans Affairs Medical Center Windstream Communications YMCA of Greater Charlotte* _____________________________ *Principal office is located in the Charlotte Region. 1 On July 9, 2013, The Kroger Co. and Harris Teeter announced a definitive merger agreement in which The Kroger Co. will acquire all of the outstanding shares of Harris Teeter common stock. Harris Teeter shareholders filed a suit on July18, 2013 to block the purchase. Source: Charlotte Chamber of Commerce. Retail taxable sales for the Fiscal Years 2008 through 2012 for the County and for the first eleven months of Fiscal Year 2013 are shown in the following table: Fiscal Year Ended June 30 2008 2009 2010 2011 2012 2013 (11 months)* ____________ Total Taxable Sales $14,178,740,492 12,476,582,833 12,728,091,544 13,689,815,041 14,853,835,526 14,246,507,211 Increase (Decrease) Over Previous Year - % (12.0) 2.0 8.0 9.0 N/A Source: North Carolina Department of Revenue, Sales and Use Tax Division. *Corresponding number for the first eleven months of Fiscal Year 2012 was $13,588,521,382. Finance. The City continues to be the second largest financial center in the United States, serving as headquarters for financial institutions with assets of approximately $2.2 trillion. The City's continued success as a leading financial center in the Southeast can be attributed to multiple factors. Among the most important factors are certain State laws permitting branch banking and the location of a branch of the Federal Reserve Bank in the City. Approximately thirty banks operate in the County. The City is headquarters for Bank of America Corporation. Bank of America Corporation, with approximately $2.17 trillion in assets as of March 30, 2013, is the parent company of Bank of America, National Association, the 2nd largest commercial bank in the United States. Bank of America Corporation is the third largest employer in the Charlotte Region with approximately 15,000 employees as of March 31, 2013. Wells Fargo & Co., with approximately $1.44 trillion in assets as of March 31, 2013, is the parent company of Wells Fargo Bank, National Association, the 4 th largest commercial bank in the United States. Wells Fargo & Co. is the second largest employer in the Charlotte Region with over 20,000 employees as of December 31, 2011. 6 U.S. Bancorp, with $355 billion in assets as of March 31, 2013, is the parent company of U.S. Bank National Association, the 5th largest commercial bank in the United States. U.S. Bank opened its corporate trust office in the City in 2006 and has added additional employees in the past seven years, primarily through the additions of wholesale banking, Elavon payment services, commercial real estate, credit administration and high grade fixed income trading groups. Fifth Third Bank completed its acquisition of First Charter Bank in 2008 and moved its North Carolina corporate headquarters to the City's downtown in 2010. Fifth Third Bank has added health-care lending teams, capital markets teams and international banking units in the City. It currently ranks as the fourth largest bank in the City. BB&T Corporation ("BB&T"), with $180 billion in assets as of March 31, 2013, is the parent company of Branch Banking & Trust Company, the 16 th largest commercial bank in the United States. BB&T has been expanding its presence in the City and now has over 1,500 employees and the naming rights for the Baseball Stadium (as hereinafter defined). Ally Bank expanded its corporate presence in the City with the addition of approximately 200 net new jobs. In addition, Advisors Asset Management Inc. is doubling its office space in SouthPark and hopes to double its number of local employees as well. Citco Fund Services Inc., a financial services company that works closely with hedge funds, has established a presence in the City and hopes to grow to approximately 250 jobs in North Carolina. Healthcare. The City is one of the leading medical centers in the southern United States. The two major acute care hospitals in the City, Carolinas HealthCare System ("CHS") and Novant Health, Inc., account for nearly 2,500 hospital beds. CHS is one of the five largest public hospital systems in the country. CHS operates 33 hospitals including four acute care hospitals, including Carolinas Medical Center, an inpatient behavioral health hospital and a rehabilitation hospital in the County. In addition, CHS operates the James G. Cannon Research Center, providing a central research facility for basic and clinical medicine. In October 2007, CHS opened the Levine Children's Hospital, the largest children's hospital between Atlanta and Washington, D.C. The Levine Children's Hospital was named one of the best children's hospitals in America for kidney disorders by US News and World Report for 2011-2012. CHS opened the Levine Cancer Institute, an oncology center to be used to provide communitybased cancer care across the Carolinas, in March 2011. The Levine Cancer Institute will increase access to the hospitals owned or managed by CHS to cancer specialists, treatment, research and support services for patients living in smaller communities. In addition, in October 2010, the University of North Carolina formally designated Carolinas Medical Center as the Charlotte campus of the UNC School of Medicine. Carolinas Medical Center plans to increase enrollment over the next few years to several dozen third and fourth year students at the Carolinas Medical Center campus. Novant Health, Inc. has five hospital facilities and a network of primary care and specialty physicians within the City. Novant Health Presbyterian Medical Center houses the Center for Women's Health, which includes the most active maternity center in the City, the 72-bed Hemby Children's Hospital and the Belk Heart Center. Novant Health Presbyterian Medical Center also houses the Center for Surgery, which performs more surgeries in the State than any other hospital specializing in same-day service. Premier, Inc., a global health care company, is moving its headquarters to the City and will be adding approximately 300 new jobs over the next three to five years. 7 The medical facilities located in the County and their respective licensed bed capacities as of April 2013 the latest data available, are shown below: Hospital Licensed Beds Carolinas Medical Center1 Novant Health Presbyterian Medical Center2 Carolinas Medical Center Pineville1 Levine Children's Hospital1 Carolinas Medical Center – Mercy1 Novant Health Charlotte Orthopaedic Hospital 2 Carolinas Rehabilitation1 Novant Health Matthews Medical Center2 Carolinas Medical Center - University1 Novant Health Huntersville Medical Center2 Behavioral Health Center-CMC Randolph1 Carolinas Specialty Hospital3 Behavioral Health Center-CMC Mercy Horizons1 ____________ 629 622 206 198 162 156 129 117 108 75 66 40 11 1 Managed by Carolinas HealthCare System. Managed by Novant Health, Inc. 3 Managed by Acuity Healthcare. Source: Charlotte Chamber of Commerce. 2 Energy. Energy firms represent a large and growing component of the City's economy. The presence of Duke Energy, Fluor Corporation, Siemens Energy, Chicago Bridge and Iron Company ("CBI") and over 110 highly specific "energy cluster" firms combine to create an energy hub in the City. Duke Energy, the largest regulated U.S. utility, is based in the City. E4 Carolinas, a nonprofit corporation, has been formed to spearhead an energy initiative previously undertaken by the Charlotte Regional Partnership. E4 Carolinas' name reflects its intended focus on energy, economy, environment and efficiency. The City has become a growing center for engineering and design in the energy industry with the presence of firms such as AREVA NP, Fluor, Parsons Corporation, Pike Energy Solutions, Siemens, CBI, Toshiba, Westinghouse and URS. AREVA NP, a leader in the design and construction of nuclear power plants and research reactors, has approximately 630 employees in the City. Fluor Corporation is an engineering firm that services power plants. Parsons Corporation provides technical, engineering, construction and management support to federal, regional, and local government agencies as well as private industries. Pike Energy Solutions provides engineering, construction and maintenance for distribution and transmission powerlines and substations, or EPC (Engineering, Procurement and Construction) for turn-key and renewable energy projects. Siemens Energy completed its $350 million expansion to its manufacturing plant for turbines and generators. The expansion has already generated 700 jobs, and Siemens currently expects to create 400 more jobs in the City by 2014. CBI purchased the The Shaw Group, Inc, formerly an international engineering, construction, technology, fabrication, environmental and industrial services organization whose Shaw Power Group was located in the City, in February, 2013. Westinghouse Electric opened an engineering office in the City in 2008 which now employs more than 120 people. In 2009, a nuclear division of Toshiba announced that it would open a new national project management and engineering center in the City to function as a base for Toshiba's nuclear power business in the United States. URS Corporation, which provides services for power, infrastructure, industrial, commercial and federal projects and programs, is located in the City. 8 Other energy companies in the City include: (1) SPX, a Fortune 500 global multi-industry manufacturing leader with headquarters in the City and operations in more than 20 countries, devises solutions that are intended to help meet demand for efficient energy use and support the expansion of global energy infrastructure, (2) CoaLogix, a leading provider of SCR management and catalyst regeneration technologies, selected the City as its second operations base and has announced plans to expand its current City workforce of 110 employees by 20% to 50%, (3) Piedmont Natural Gas provides natural gas services, (4) Celgard, a global leader in the development and production of specialty microporous membranes, provides a broad portfolio of products in the lithium battery separator industry, (5) Metso Power provides a full range of services for power and recovery boiler plants and (6) Electric Power Research Institute, an independent non-profit company, performs research and development in the electricity sector for the benefit of the public. Higher Education. The City has a large number of higher education institutions. UNC Charlotte is the fourth largest institution in The University of North Carolina System. UNC Charlotte's main campus is over 950 acres approximately eight miles northeast of the City's downtown. Attached to the main campus is a 100-acre campus created in 2000 called the Charlotte Research Institute. This researchoriented campus focuses on precision metrology and intelligent manufacturing; opto-electronics; and software and information technology. UNC Charlotte's third campus is located in the City's downtown where it has constructed a 12-story, approximately 143,000 square-foot building for offices and academic programs in graduate, professional and continuing education which opened in the fall of 2011. Central Piedmont Community College ("CPCC") has six campuses (and a Virtual Campus), all in the Charlotte metropolitan area. CPCC is the largest community college system in North Carolina and South Carolina. CPCC currently has over 75,000 students on its six campuses and offers a wide variety of corporate and community education opportunities. Johnson C. Smith University, founded in 1867, is a private four-year liberal arts institute. Johnson C. Smith University is an historically African-American university with an approximately 100acre residential campus in the City. Johnson & Wales University ("Johnson & Wales") consolidated its Norfolk, Virginia and Charleston, South Carolina campuses and relocated them to an approximately $112 million campus in the City. Johnson & Wales' campus is located on approximately 6.8 acres in the City's downtown and includes an approximately 145,000 square-foot academic and administrative building and 2 student residence facilities. In addition, Johnson & Wales is a minority investor in City View Towers, an eightstory, 145-apartment building for student housing. Johnson & Wales purchased the 187-room Doubletree Hotel Charlotte at Gateway Village to enhance its hotel management and operations curriculum. Johnson & Wales's current student population in the City is more than 2,500. King's College is a small, for-profit career college founded in 1902. Located in the Elizabeth area, just south of downtown, over half of its students come from the Charlotte area. King's College awards both diplomas and associate's degrees. King's College's focus is on job placement for its graduates. Queens University of Charlotte ("Queens") is a private, coeducational, comprehensive university with a commitment to both liberal arts and professional studies and is affiliated with the Presbyterian Church, USA. The main campus of Queens is located in the heart of the historic Myers Park neighborhood in the City. The 30 acre main campus is approximately two miles outside downtown. Queens' current student population is approximately 2,600 undergraduate and graduate students. The Art Institute of Charlotte, one of The Art Institutes, with more than 40 education institutions located throughout North America, is accredited to offer Bachelor of Arts and Associate of Applied 9 Science degrees as well as Certificates. The Art Institute of Charlotte provides training and education for careers in the applied arts including design, media arts, fashion and culinary arts. Other institutions offering undergraduate diplomas or certificates located in the City include: DeVry University, ECPI College of Technology, ITT Technical Institute, Pfeiffer University – Charlotte and University of Phoenix – Charlotte. In addition to undergraduate opportunities, the City also has opportunities for graduate level studies. UNC Charlotte, Johnson C. Smith University, Pfeiffer University – Charlotte, Queens and University of Phoenix – Charlotte offer graduate programs including certificates, master's degrees and doctorate degrees. Charlotte School of Law opened in 2008 in west Charlotte's Bryant Park Development. The Charlotte School of Law will relocate to the City's downtown and occupy 10 floors of the Charlotte Plaza building for the school year beginning Fall 2013. The University of South Carolina's Darla Moore School of Business offers its Professional Master of Business Administration degree in the City in west Charlotte's Bryant Park Development. The Darla Moore School of Business is home to the #1 ranked Master of Business Administration program for international business at a public university. Northeastern University has chosen the City for its first physical expansion outside of Massachusetts. Northeastern University is located in approximately 14,000 square feet on two floors in the 20-story 101 Independence Center at Trade and Tryon streets, including a street-level presence on the first floor. Northeastern University currently offers a doctorate program, an MBA degree and master of science degrees in finance, taxation, project management, sports leadership, education and health informatics. Wake Forest University's School of Business has expanded its presence in the City by leasing approximately 30,000 square feet on the ground floor of the International Trade Center in downtown that has been renamed the Wake Forest University Charlotte Center. New Businesses. Notwithstanding the recent economic downturn and its effects on the City's economy, the Charlotte Chamber of Commerce continues to pursue new investments in various types of industries including finance, healthcare and energy. According to the Charlotte Chamber of Commerce, 640 firms announced new or expanding operations during the first six months of 2013 creating approximately 6,999 jobs (3.0 million square feet and $370.4 million investment). The following companies have recently announced new or expanded business in the City: ESPN, a global television network focusing on sports-related programming, announced on May 2, 2013 that the City will be the home of its new SEC Network, which will launch in August 2014. The SEC Network is expected to create 100 new jobs in the City. Pactera Technology International, the largest information technology consulting and services firm in China, announced on April 22, 2013 that it will establish its U.S. headquarters in the City and will add approximately 200 employees in the next three years. MetLife Inc., America's largest life insurer, announced in March 2013 that it will establish a hub for its U.S. retail business in the City. MetLife Inc. anticipates that the new hub will be a $125.5 million investment in the City and bring approximately 1,300 new jobs by the end of 2015. 10 AREVA, a global energy company, announced on March 4, 2013 that it will move its North American headquarters to the City. AREVA anticipates that the expansion in the City will bring 130 new energy jobs by 2016. Convergys, a business process outsourcing global leader in providing customer care, announced on February 20, 2013, its plans to create more than 1,600 jobs at its two facilities in the City. Chobani Greek Yogurt announced that the City will serve as home to its North America Sales Headquarters. Chobani will expand its current sales force from 17 to approximately 60 positions by the end of 2013. 7-Eleven announced that it has commenced closing on the acquisition of 55 Sam's Mart stores from Sam's Mart LLC and anticipates adding approximately 120 employees. Odyssey Logistics & Technology Corporation, a global lead logistics provider, has expanded its operations in the City, moving to 25,000 square feet of new office space in the City, and currently plans to add more than 100 new employees in the areas of customer service, operations and logistics management. XPO Logistics Inc., a trucking and shipping business, opened a North American operations center in the City in 2012. XPO Logistics currently plans to create approximately 287 new jobs by the end of 2014, bringing the job count to more than 500. Belk Inc., a national retail department store, announced in December 2012 that it will be adding 150 management-level jobs in Information Technology and e-commerce at its headquarters in the City. JELD-WEN, inc., a manufacturer of windows and doors, announced in December 2012 that it will locate its North American headquarters in the City with plans to create 142 jobs in the next two years. YellowWood Group, LLC, a strategic marketing, consulting, planning and management solutions firm based in Raleigh, North Carolina, announced in November 2012 that it has chosen the City for its new sales office and plans to add seven new positions. Electrolux USA, a home-appliance manufacturer, established its North American corporate headquarters in the City in 2010. In November 2012, Electrolux USA announced that it will relocate a laundry-products research center from Iowa to the City, bringing 80 jobs and pushing its employment past 800 in the City. In October 2012 SunTrust Banks, Inc. announced the opening of a new state-of-the-art sales center in the City to underwrite and process mortgage loans. SunTrust plans to expand the number of employees from 40 to 100. TZ Insurance Solutions LLC announced in September 2012 that it is expanding its workforce through a new location in the City, creating 125 new jobs with the potential of 250 in the near future. 11 The following chart indicates new and expanded business growth in the City: ANNUAL SUMMARY ANNOUNCED NEW AND EXPANDED BUSINESS Year Number of Firms Employment Square Feet (Millions) Investment (Millions) 2008 2009 2010 2011 2012 2013* 1,337 1,029 912 1,089 1,180 257 12,165 15,542 10,781 8,850 9,595 4,627 27.6 11.3 6.4 6.2 6.9 1.8 $2,324.9 1,461.7 1,063.7 669.4 1,252.7 302.1 *Through first quarter 2013. Corresponding numbers for the same period in Fiscal Year 2012 are 285, 2,058, 1.8 and $313.0. Source: Based on information provided by the Charlotte Chamber of Commerce. Except where otherwise noted, the statistical data in this "BUSINESS AND ECONOMIC PROFILE" has been derived from the Charlotte Chamber of Commerce website and City employees. DEVELOPMENT ACTIVITY Construction activity in the City and County is illustrated by the following table showing the number and value of building permits issued by the County Building Inspection Department as reported by the Chamber of Commerce: Calendar Year 2008 2009 2010 2011 2012 2013* Number of Permits 16,243 11,549 12,968 13,321 15,046 5,211 Value (Millions) Residential $1,486.3 669.8 529.3 762.7 1,149.4 435.8 Value (Millions) Nonresidential $2,236.8 715.8 719.4 1,173.8 1,259.5 335.0 Total $3,723.2 1,385.6 1,248.7 1,936.5 2,409.0 770.8 *Through April 2013. Corresponding numbers for the same period in calendar year 2012 are 5,170, $327.8, $536.2 and $864.0. Source: Based on information provided by the Charlotte Chamber of Commerce. Since 1984, a County land use planning process has been used to produce policy guidelines for Charlotte-Mecklenburg as to future growth. The City is currently operating under the 2030 Transit/Land Use Plan, a long-range plan for Charlotte-Mecklenburg. The City is currently pursuing a centers and corridors approach to development to accommodate transit/land use planning and smart growth initiatives. As part of the City's comprehensive land use plan, infill growth, including infill condominium developments, is being encouraged, particularly in the transit corridors. Since the South Corridor Light Rail line opened in 2007, over $1.4 billion in new and planned economic development has occurred along the line, transforming the surrounding areas. On July 18, 2013 the City broke ground on the 9.3 mile extension to the South Corridor Light Rail line which will extend the line from the City's uptown to UNC Charlotte. Downtown Development. Significant commercial growth has occurred throughout the City. The downtown area is home to a number of projects completed over the past decade including: (1) a 19-story Bank of America office tower which includes adjacent retail shops and an adjacent 800-space parking 12 garage, (2) a 1,600-space parking deck that includes retail space at the street level, (3) renovations to 201 South Tryon Street and the 17-story 200 South Tryon Building, (4) First Ward Place, an approximately 32-acre urban village that is a mixture of residential units, offices, stores and restaurants, (5) the EpiCentre, an approximately 260,000 square-foot entertainment and retail center located on the City's old convention center site, (6) a mixed-use project that includes a 146-room Ritz-Carlton hotel and an approximately 750,000 square-foot 30-story office tower owned and used by Bank of America Corporation, and (7) the 48-story, LEED-Platinum certified Duke Energy Center at 501 South Tryon Street. In addition, Skye Condominiums, the 22-story project formerly known as The Park, is currently under construction as a mixed-use project that will feature condominiums, a 172-room Hyatt Hotel, ground-floor retail space and an open-air rooftop restaurant. The Charlotte Knights Triple-A baseball club has broken ground on its approximately 10,000-seat baseball stadium (the "Baseball Stadium") in the City's downtown. Construction is expected to be complete in time for the 2014 season. In proximity to the Baseball Stadium, new development is occurring, including: (1) a 5.4 acre public park named Romare Bearden Park scheduled to open in August 2013 on an adjacent lot and that will feature two gardens, walkways, a courtyard of moveable tables and chairs, and multiple large grass fields, (2) an approximately 22-story, 352-unit luxury high-rise apartment complex, which is under construction and scheduled to be completed in the fall of 2014, and (3) an approximately 7-story, 177-unit luxury apartment complex that is scheduled to be completed in April 2014. In March 2006, the City was awarded a license by NASCAR to construct and operate a NASCAR Hall of Fame complex (the "NASCAR Hall of Fame"). The NASCAR Hall of Fame opened in May 2010, and consists of an approximately 130,000 square-foot museum, an approximately 80,000 square-foot Great Hall, a ballroom/theater facility with over 5,000 theater-style seats or 2,500 dining seats connected to the existing convention center and ancillary improvements. Adjacent to the NASCAR Hall of Fame is an approximately 390,000 square foot 19-story office tower which opened in 2009. The tenants in this office tower include NASCAR, NASCAR.com (which operates the motorsport group's Web operations and other digital products), Chiquita Brands International and the Federal Deposit Insurance Corporation. The focal point of the new Levine Center for the Arts is a 48-story office tower. A portion of the office tower has been leased to Duke Energy Corporation, and the office tower is called Duke Energy Center. The Levine Center for the Arts also includes (1) an approximately 145,000 square-foot Mint Museum of Art, (2) an approximately 35,000 square-foot Bechtler Museum of Modern Art, (3) an 1,150seat Knight Theater which is the primary venue for the North Carolina Dance Theatre and (4) the Harvey B. Gantt Center for African-American Art and Culture, which includes an outdoor amphitheater, an indoor theater and two galleries. Five hotels have opened in the downtown area in the past decade including: (1) a 171-room Courtyard by Marriott, (2) a 700-room Westin Hotel, (3) a 175-room Aloft hotel, which is part of the EpiCentre complex, (4) the 146-room Ritz-Carlton hotel described above and (5) a 17-floor, 163room/suites Hyatt House next to the Time Warner Cable Arena (defined below). On July 17, 2013, Starwood Resorts and Hotels Worldwide announced a $20 million renovation and rebranding of The Blake Hotel that will divide the hotel's two towers into two connected hotels: Sheraton Charlotte, opening in August 2013, and Le Meridien, opening in January 2014. The City's downtown has seen significant residential growth over the past decade. In the summer of 2006, residents moved into the City's first high-rise condominium tower called Courtside. Two additional towers, Trademark and Avenue, and the retrofitting of an existing office building into a 13story condominium were completed in 2007. Catalyst, a 27-story luxury apartment high-rise tower, was completed in 2009. The VUE Charlotte, a 51-story luxury apartment high-rise tower located in City's downtown, historic Fourth Ward, was completed in 2010. Today, there are approximately 12,000 people 13 living in the City's downtown. Harris Teeter opened a grocery store in the City's downtown in 2002 to serve the growing downtown residential population. First Ward, east of downtown, has been redeveloped from a public housing neighborhood to a mixed income residential neighborhood including elderly housing, public housing units, single family homes, luxury homes and condominiums. In addition, UNC Charlotte opened the 143,000 square-foot Center City Building, which houses 25 classrooms and a 300-seat auditorium, in First Ward in 2011. The Metropolitan, an approximately $225,000,000 reconstruction of a pre-existing shopping mall, includes approximately 575,000 square feet of retail, residential units, restaurants and office space. Major retailers currently include Best Buy, Marshalls, Staples, Target and Trader Joe's. The North Carolina Music Factory (the "Music Factory"), a mixed use development located in Fourth Ward, east of downtown, opened in June 2009. The Music Factory contains indoor and outdoor music venues, including an amphitheater with 2,000 fixed seats and 3,000 lawn seats and features office space, retail stores and currently anticipates adding apartments in the future. The City has experienced significant growth from government projects including: (1) ImaginOn, an approximately $45 million project funded by the County, to house the children's library and the Children's Theatre of Charlotte, opened in 2005, (2) an approximately 18,500-seat, 780,000 square-foot, downtown sports arena and entertainment facility (the "Time Warner Cable Arena") to house the National Basketball Association's Charlotte Bobcats, that is in the process of changing its name to the Hornets (the "Charlotte Bobcats"), opened in October 2005, (3) a nine-story, 568,000 square-foot courthouse which includes approximately 35 finished courtrooms, 4 shell courtrooms, 35 holding cells and 50 parking spaces opened in 2007, (4) Jail Central, located in the City's downtown, an approximately 900 bed pretrial facility that cost approximately $58 million opened in 1996 and expanded in 2002 and (5) the NASCAR Hall of Fame. DEVELOPMENT BEYOND DOWNTOWN Northeast. The northeast quadrant of the City and the County, the location of "University City," is anchored by the UNC Charlotte campus. University City was designed by City planners and university and community leaders and has experienced significant growth. University City is a "city-within-a-city" combining four contiguous parts: university, hospital, town center and research park. Northlake Mall, an approximately 1.1-million square-foot mall, opened in September 2005. Near UNC Charlotte is the University Research Park, a business park for expanding firms in the Charlotte area engaged in product research, technology research, light assembly and information processing. The area is presently recognized as one of the two leading research and technology oriented areas in the state and has approximately nine million square feet of building space. Carolinas HealthCare System owns and operates Carolinas Medical Center - University, an acute care hospital, located near University Research Park. Wells Fargo Bank, National Association has a 2.1-million square-foot office complex in the University Research Park at which approximately 9,500 individuals are employed. Ikea opened an approximately 345,000 square-foot store with a 1,700 space parking lot, on approximately 25 acres in 2009. Northwest. Significant growth has recently occurred in the Northwest corner of the City near Mountain Island Lake on the Catawba River. According to the Brookshire Boulevard/Mountain Island area plan, significant residential and commercial growth will occur in this area over the next decade. This is one of the last areas of the City that is relatively rural in character where ample space and infrastructure are available for development. 14 West. The western portion of the City and County, which includes the Charlotte/Douglas International Airport and several residential communities, has been a major growth area. The expansion of Tyvola Road, development of the York Road Renaissance Park and expansions at the Airport represent significant public economic development investment in the area. A portion of the City-owned acreage proximate to the old Charlotte Coliseum along the Billy Graham Parkway has been exchanged with Crescent Resources, Inc., a Duke Energy subsidiary, for several hundred acres of land along the Catawba River watershed. This portion of the County also includes a notable example of public/private revitalization which is ongoing in the area known as the north-west corridor. Anchored by Johnson C. Smith University, this community is the site of City-funded "Streetscape" projects, newly developed privately-funded shopping areas and federally-funded housing redevelopment. The Billy Graham Evangelistic Association relocated its corporate headquarters to Charlotte in a newly constructed headquarters building located on land formerly owned by the City in 2004. A private company bought the old Charlotte Coliseum in 2006, demolished it and has begun construction on an approximately 300unit apartment complex. Rivergate, an approximately 600,000 square-foot shopping center, opened in 2005. South. The southern part of the City and County continues to experience rapid growth. Carolina Place, a 1.3-million square-foot regional mall, has approximately 140 shops. The Centrum, a 450,000 square-foot shopping center, is also located in this area. Spurred on by the completion of Interstate 485 in southwestern Mecklenburg County, the "Ballantyne" area, a 2,000-acre residential, commercial and recreational development, has been a major source of growth in the Charlotte area. Extensive development began in 1994 with the opening of the Ballantyne Country Club. Ballantyne consists of (1) a 535-acre corporate park which currently offers approximately 3.5 million square feet of office space, approximately 830 hotel rooms and over 380,000 square feet of retail space, (2) extensive residential development, (3) a town center and (4) a resort hotel facility. A majority of Ballantyne has been annexed by the City. Neighboring Blakeney, an approximately 270-acre multi-use planned development, contains office, residential and retail space. Publix, a Florida-based supermarket chain, began expanding into the Charlotte area in 2012 and has announced plans for (1) a corporate office and (2) several additional stores to be opened in 2014. LABOR FORCE AND UNEMPLOYMENT The Employment Security Commission of North Carolina has estimated the percentage of unemployment (not seasonally adjusted) in the City to be as follows: January February March April May June July August September October November December 2010 10.2% 10.3 9.9 9.5 9.7 9.9 10.2 9.8 9.0 9.1 9.3 8.9 15 2011 9.1% 9.2 8.9 8.8 9.2 10.0 10.0 9.7 9.2 9.0 9.0 8.7 2012 8.6% 8.5 8.2 7.8 8.4 8.8 8.8 8.5 7.9 7.6 7.9 8.2 2013 8.5% 8.0 7.7 7.5 7.9 8.4 The Employment Security Commission of North Carolina has estimated the percentage of unemployment (not seasonally adjusted) in the City, the State and the United States to be as follows: June 2013 June 2012 June 2011 June 2010 City 8.4% 8.7 9.8 9.8 State 9.3% 9.8 10.7 10.8 United States 7.8% 8.4 9.3 9.6 GOVERNMENT AND MAJOR SERVICES Government Structure. The City is governed by a mayor and an 11-member Council elected biennially on a partisan basis. The mayor presides over all Council meetings and can vote only in case of a tie, but does have limited veto power. The Council enacts all general and technical ordinances, including budgetary appropriations and construction and zoning ordinances, approves contracts and originates general management policies. The Council employs a City Manager who directs the daily operations of the City through department heads appointed by the City Manager. Transportation. Major expansion, maintenance and betterment of primary highways within the City limits are primarily the responsibility of the State. The City shares with the State acquisition of right-of-way for such expansion or betterment, and is primarily responsible for related sidewalk improvements, street lighting and landscaping. City residents have historically approved the issuance of general obligation bonds for improvements to state-system roads. The City has the primary responsibility for expansion, maintenance and improvement of the local street system. Major expansions are funded principally by the sale of bonds and the application of current revenues. A major portion of the maintenance and improvements is funded from the City's proportionate share of the amount produced by a one and three-quarter cent State tax on each gallon of motor fuel. In response to the approval of a 25-year, $3.6 billion Transportation Action Plan ("TAP"), City Council is seeking alternative revenue sources that would provide adequate funding to implement the TAP. Two interstate highways pass through the City limits, Interstate Highway 77 and 85, running north-south and northeast-southwest, respectively. The North Carolina Department of Transportation (the "NCDOT") has completed major roadway improvement projects to both of these highways, including widening both highways and constructing the State's first High Occupancy Vehicle ("HOV") lanes on I77. The money for these projects comes from federal and State funding sources. Construction on a 67mile interstate by-pass ("I-485") for the City is scheduled to be completed by the year 2015. The State is also scheduled to complete a widening of the most congested section of I-485 by 2014. In addition, NCDOT has completed five phases of a multi-phase improvement program to Independence Boulevard, a major artery for traffic into the City's downtown. These improvements include a dedicated bus lane and four miles of limited access freeway design. The next phase has been funded by NCDOT and will convert an additional 1.6 miles to freeway. The total estimated cost of this phase is estimated to be $172 million. NCDOT and the Charlotte Area Transit System ("CATS") have jointly funded a study that concurrently analyzed the rapid transit and highway needs. The Charlotte Douglas International Airport (the "Airport") is a leader in air transportation in the United States. Additional information concerning the Airport is set forth under "Utility and Public Service Enterprises" below. Recreational, Visitor and Cultural Facilities. CRVA focuses jointly on tourism promotions and facilities management for the City. Visit Charlotte, an unincorporated division of CRVA, serves as a 16 contractor to the City for the purpose of marketing the City as a destination for convention, business and leisure travel. Through CRVA, the City provides entertainment and exhibition facilities at the following venues: (1) the Charlotte Convention Center, (2) Time Warner Cable Arena, (3) Ovens Auditorium, (4) Bojangles' Coliseum and (5) the NASCAR Hall of Fame. The Charlotte Convention Center provides approximately 843,000 square feet of total building area, including approximately 277,000 square feet of exhibition space, 58,000 square feet of meeting rooms and 34,000 square feet of ballroom space. Over the calendar years 2007 to 2012, the Convention Center has hosted approximately 151 tradeshows and conventions. As of November 2012, the Convention Center has bookings for 48 future tradeshows and conventions for the calendar year period 2013 to 2015. In addition to these events, the Democratic National Committee held its national convention in the City in September 2012. Approximately 35,000 people attended the convention, including 15,000 members of the media and 6,500 delegates. According to the report by consultant group, Tourism Economics, the convention led to $91 million in direct spending in the local economy and nearly $163.6 million in total economic impact. The City is home to two major-league sports franchises: (1) the Carolina Panthers and (2) the Charlotte Bobcats, which will be renamed the Charlotte Hornets as of their 2014-2015 season. Charlotte is also home to the American Hockey League's Charlotte Checkers and, as of the 2014 season, the Charlotte Knights, the Triple-A affiliate of Major League Baseball's Chicago White Sox. The Charlotte Bobcats and the Checkers play in the Time Warner Cable Arena. In August, 2006 the U.S. National Whitewater Center (the "Whitewater Center") opened on land owned by the County just west of the City. The U.S. National Whitewater Center has a multiple-channel artificial river for canoeing, kayaking and rafting, access to the Catawba River for flatwater boating, a high adventure center, biking and hiking trails and other outdoor amenities. Total cost of the project was approximately $38 million. The City also offers diverse facilities for cultural, the arts and nature and science activities. The Charlotte Nature Museum, founded in 1946, provides programs and exhibits centered on a science theme of "Nature and Man." The oldest and best known cultural institution is the Mint Museum of Art, founded in 1933. In addition to the Levine Center for the Arts described in "Downtown Development" herein, the following facilities are also located in the downtown area: (1) Discovery Place, a "hands-on" science and technology museum which features a 300-seat Omnimax theater and the Spitz planetarium, the largest planetarium dome in the United States, (2) Spirit Square, a place for people of all ages to participate in the arts, music, theater, dance, photography, painting and ceramics, includes a restored historic church structure which serves as an auditorium for performances, (3) the McColl Center for the Visual Arts, located in a former ARP church, is an artist colony that hosts "Artists in Residence" to promote the development of the arts in the Charlotte region, (4) ImaginOn, a collaborative venture between the Public Charlotte Mecklenburg Library and the Children's Theatre of Charlotte, (5) The North Carolina Blumenthal Center for the Performing Arts, a three-level, 125,000 square-foot Performing Arts Center with a 2,100-seat performance hall and a 440-seat theater, and (6) the Levine Museum of the New South, an interactive history museum. See "Downtown Development" herein. Utility and Public Service Enterprises. The City presently owns and operates several utility and public service enterprises as described below. Water and Sanitary Sewer System. The Charlotte-Mecklenburg Utility Department administers and operates a unified water and sanitary sewer system for the City, the County and all municipalities in the County. The system provides services to the City and County residents under a rate structure designed 17 to produce revenues sufficient to provide for operating expenses, debt service and adequate working capital. The water system has a total treatment capacity of 242 million gallons per day ("MGD"). Its average water processing in Fiscal Year 2012 was 100.8 MGD. A maximum day water demand of 169.2 MGD was reached in August 2007. The sanitary sewer system includes approximately 4,073 miles of wastewater mains and lines and has a total permitted treatment capacity of 123 MGD. The average wastewater treatment rate in Fiscal Year 2012 was 77.1 MGD. The water sources for the system are the Mountain Island Lake impoundment and the Lake Norman impoundment, both on the Catawba River. Charlotte Douglas International Airport. The Airport occupies approximately 6,000 acres of land within the County and is located approximately seven miles west of downtown Charlotte. The Airport currently has four runways, all equipped with precision instrument landing systems. The Airport is a gateway for international travelers and is a port of entry and export with customs service and a foreign trade zone designation at the Airport. The Bureau of Transportation Statistics reported that the Airport was the 5th largest in the United States in terms of scheduled flights and 36th largest in terms of freight/mail by weight for the 12 months ended March 31, 2013. The Airport currently serves as the largest passenger hub for US Airways. The Airport is served by 6 domestic carriers, 18 regional carriers and 3 foreign flag carriers as of December 31, 2012. During the Fiscal Year ended June 30, 2012, 19,710,766 passengers enplaned on airline flights at the Airport. The Airport is also served by several cargo airlines and is the base for approximately 76 general aviation aircraft. A unit of the North Carolina Air National Guard and other aviation support facilities are also located at the Airport. The main passenger airlines which serve the Airport are Air Canada, American Airlines, Delta Air Lines, Insel Air, JetBlue Airways, Lufthansa, Southwest Airlines, United Airlines and US Airways. In February 2013, US Airways and American Airlines announced the proposed merger of US Airways and AMR Corporation, American Airlines' parent corporation. On July 12, 2013, the shareholders of US Airways Group Inc., the parent of US Airways, voted to approve the combination. If approved by the Federal Trade Commission, the resulting airline would be called American Airlines and would be the largest passenger airline in the world. Doug Parker, US Airways' current CEO, would become the new company's CEO. On August 13, 2013, the United States Department of Justice and several state attorneys general filed a lawsuit in federal court in Washington, D.C. challenging the merger. The City cannot predict the impact the lawsuit and the proposed merger might have on the Airport. On July 26, 2013, Senate Bill 380 was enacted into law by the North Carolina General Assembly. The legislation would create the Charlotte Douglas International Airport Commission (the "Airport Commission"). The Airport Commission would be an agency of the City and composed of thirteen members that would be appointed as follows: three by the Mayor of the City, four by the City Council, and one by each of the Boards of Commissioners of Mecklenburg County, Cabarrus County, Gaston County, Iredell County, Lincoln County and Union County. The Airport Commission would be responsible for operating the Airport. The City would be responsible for the issuance of revenue or refunding revenue bonds with respect to the Airport. The City has challenged the legislation's validity under the State's constitution and the State's authority to create the Airport Commission. On August 1, 2013, a Superior Court judge in the County granted an injunction blocking transfer of control of the Airport to the Airport Commission pending approval of or issuance of an operating certificate to the Airport Commission by the Federal Aviation Administration. The City cannot predict the impact the legislation or the Airport Commission might have on the City or the Airport. DEBT INFORMATION Legal Debt Limit. In accordance with the provisions of the State Constitution and The Local Government Bond Act, as amended, after giving effect to the issuance of all presently authorized bonds, 18 the City had the statutory capacity to incur additional net debt in the approximate amount of $5,161,148,000* as of June 30, 2013. *Unaudited and subject to change. Outstanding General Obligation Debt. General Obligation Bonds Enterprises2: Water Bonds Sanitary Sewer Bonds Storm Water Bonds Total Enterprises Other Bonds3 Total Debt Outstanding4 (excluding refunded/ defeased obligations) 1 Principal Outstanding as of June 30, June 30, June 30, 2010 2011 2012 June 30, 2013 $113,152,399 165,109,931 12,234,477 290,496,807 530,235,193 $103,752,925 151,396,785 11,414,483 266,564,193 565,258,807 $ 93,873,372 136,989,689 10,555,036 241,418,097 571,240,903 $ 83,697,771 122,203,699 9,640,876 215,542,346 620,104,654 $820,732,000 $831,823,000 $812,659,000 $835,647,000 ____________ 1 Bonds Issued: FY2010 $20,000,000 General Obligation Taxable Housing Bonds, Series 2009A, 1.56 years average maturity, 1.29% true interest cost. $122,315,000 General Obligation Bonds, Series 2009B, 11.48 years average maturity, 3.64% true interest cost. $86,795,000 General Obligation Refunding Bonds, Series 2009C, 8.875 years average maturity, 3.14% true interest cost. FY2011 $175,495,000 General Obligation Refunding Bonds, Series 2012A, 2.7974% true interest cost. 2 These are utility and public service enterprise bonds, the primary sources of payment of which are the respective revenues of each enterprise. 3 These bonds include street, building, recreation, public improvement, housing, solid waste, transit and environmental clean-up bonds. This also includes $98,082,000 of General Obligation Commercial Paper Bonds outstanding as of June 30, 2013. 4 Includes the Refunded Bonds. 19 Outstanding general obligation debt shown previously does not include outstanding revenue bond or special obligation bond indebtedness issued by the City: Revenue Bonds Principal Outstanding June 30, 2013 Airport Special Facilities1 CFC Bonds2 Airport General Revenues Water and Sewer3 Storm Water Fee Total Revenue Bonds $ 114,910,000 60,295,000 663,000,000 1,391,820,000 105,985,000 $2,336,010,000 Principal Outstanding June 30, 2013 Special Obligation Bonds Downtown Revitalization Project, Series 2004 $9,220,000 ____________ 1 Payment of the debt service on these obligations is solely the responsibility of US Airways. 2 On November 9, 2011 the City issued $60,295,000 Taxable Airport Special Facilities Revenue Bonds (Consolidated Car Rental Facilities Project), Series 2011 which are payable solely by a pledge of revenues consisting primarily of Airport rental car company facility charges and rental charges. 3 The City approved a Water and Sewer revenue bond anticipation note commercial paper ("CP") program in August of 2004 to provide short-term financing of the cost of various improvements to its water and sewer system pending the issuance of long-term revenue bonds to finance such improvements. On April 30, 2009 the City reauthorized this CP revenue bond anticipation note program. The aggregate amount of CP notes that may be outstanding under the program at any time may not exceed $400 million. There is no Water and Sewer CP currently outstanding. Additional revenue bonds are also expected to be issued over the next five years for further improvements to the City's water and sanitary sewer systems, the airport and stormwater drainage system. See "--Debt Outlook" herein. [Remainder of page intentionally left blank] 20 DEBT RATIOS ASSESSED TOTAL AT JUNE 30 POPULATION1 VALUATION*2 GO DEBT*3 2009 716,874 2010 731,424 2011 750,124 2012 774,462 2013 796,921 _______________ * 1 2 3 4 5 $76,617,331 77,059,551 77,730,480 88,946,915 89,168,609 $810,742 4 820,732 4,5 831,823 4,5 812,659 4,5 835,647 4,5 TOTAL GO DEBT TO ASSESSED VALUATION TOTAL GO DEBT PER CAPITA GO DEBT PAYABLE FROM ENTERPRISE REVENUES*4 1.06% 1.07 1.07 0.91 0.94 $1,130.94 1,122.10 1,108.91 1,049.32 1,048.59 $313,640 290,497 266,564 241,418 215,542 GO DEBT NET OF GO DEBT PAYABLE FROM ENTERPRISE REVENUES*4 NET GO DEBT TO ASSESSED VALUATION NET GO DEBT PER CAPITA $497,102 530,235 565,259 571,241 620,105 0.65% 0.69 0.73 0.64 0.70 $693.43 724.94 753.55 737.60 778.13 PER CAPITA ASSESSED VALUATION $106,877 105,356 103,624 114,850 111,891 Amounts in thousands. Estimates of the Charlotte Chamber of Commerce. The amount of assessed valuation for the current fiscal year reflects the most recent assessed valuation and for prior years is reported as of the end of each fiscal year. The valuation of motor vehicles is estimated subject to final adjustment. Includes water, sanitary sewer and storm water bonds. This amount does not include at June 30, 2009, 2010, 2011, 2012 and 2013 $53,075,000, $46,740,000, $13,860,000, $12,285,000 and $10,645,000, respectively, of Refunded/Defeased Bonds with respect to which escrow agents are holding in trust certain Government Obligations. This amount includes current CP bonds outstanding. On April 19, 2012, the City reauthorized the general obligation CP bond program of which the aggregate amount of CP bonds outstanding under the program at any time is not allowed to exceed $150,000,000. The amount of CP issued which was outstanding as of June 30, 2009, 2010, 2011, 2012 and 2013 is $119,937,000, $46,462,000, $109,248,000, $24,094,000 and $98,082,000, respectively. 21 GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS AS OF JUNE 30, 2013 Fiscal Year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 UTILITIES/ ENTERPRISES1 Existing Debt Principal Principal & Interest $ 27,047,341.72 27,453,102.01 28,481,866.99 29,084,501.80 27,525,697.99 24,903,170.15 18,942,550.93 15,654,158.29 7,042,593.84 7,234,529.40 2,172,833.12 $215,542,346.25 OTHER2 Existing Debt Principal Principal & Interest $ 37,018,196.34 $ 30,532,658.28 36,098,373.58 31,186,897.99 35,759,138.71 30,763,133.01 34,978,691.99 32,300,498.20 31,992,055.72 32,314,302.01 28,050,359.59 32,491,829.85 21,052,462.15 32,732,449.07 16,848,534.31 33,480,841.71 7,686,366.41 33,607,406.16 7,585,266.25 34,440,470.60 2,216,289.78 32,552,166.88 33,200,000.00 28,670,000.00 29,220,000.00 24,905,000.00 20,240,000.00 10,170,000.00 6,405,000.00 6,405,000.00 6,405,000.00 $259,285,734.81 $522,022,653.75 $ 55,280,067.40 54,536,196.41 52,544,168.78 52,612,878.00 51,065,764.27 49,648,766.66 48,340,500.35 47,505,120.69 45,986,188.59 45,175,013.75 41,670,615.22 40,778,230.00 34,635,990.00 33,762,950.00 28,013,862.50 22,320,675.00 11,385,000.00 7,205,625.00 6,885,375.00 6,565,125.00 $735,918,112.64 TOTAL1,2 Existing Debt Principal Principal & Interest $ 57,580,000 58,640,000 59,245,000 61,385,000 59,840,000 57,395,000 51,675,000 49,135,000 40,650,000 41,675,000 34,725,000 33,200,000 28,670,000 29,220,000 24,905,000 20,240,000 10,170,000 6,405,000 6,405,000 6,405,000 $737,565,000 $ 92,298,263.74 90,634,569.99 88,303,307.49 87,591,569.99 83,057,819.99 77,699,126.25 69,392,962.50 64,353,655.00 53,672,555.00 52,760,280.00 43,886,905.00 40,778,230.00 34,635,990.00 33,762,950.00 28,013,862.50 22,320,675.00 11,385,000.00 7,205,625.00 6,885,375.00 6,565,125.00 $995,203,847.45 _______________ 1 2 These bonds include water, sanitary sewer and storm water bonds. This amount does not include $98,082,000 of general obligation commercial paper bonds issued and outstanding as of June 30, 2013 used to finance various improvements pending the issuance of long-term general obligation bonds. 22 General Obligation Bonds Authorized and Unissued as of June 30, 2013 1. Purpose Housing3 Housing3 Streets Neighborhood Improvements Housing3 Streets Neighborhood Improvements Date Approved 11/7/2006 11/4/2008 11/4/2008 11/4/2008 11/2/2010 11/2/2010 11/2/2010 Balance Authorized and Unissued2 $ 9,373,366 10,000,000 118,002,266 13,222,139 15,000,000 156,600,000 32,000,000 $354,197,771 _______________ 1 On July 22, 2013, the City authorized general obligation refunding bonds in an amount not to exceed $115,000,000, and the 2013B Bonds will be issued from that amount. 2 The City reauthorized its general obligation CP bond program in November 2009 to provide short-term financing of various improvements pending the issuance of long-term general obligation bonds to finance such improvements. The aggregate amount of CP bonds that may be outstanding under the program at any time may not exceed $150,000,000, of which $98,082,000 was outstanding at June 30, 2013. 3 The City currently intends to issue all but $3,366 of the balance of authorized and unissued Housing bonds on September 5, 2013. Debt Information for Overlapping Unit as of June 30, 2013. Unit 2011 Population1 Assessed Valuation2 Tax Rate Per $1002 Mecklenburg County 940,763 $115,745,200,000 $.8166 Levy Bonds Authorized And Unissued Total GO Debt $947,064,890 $625,210,000 $1,286,775,000 Total GO Debt Per Capita $1,367.80 _______________ 1 2 Estimate of the Office of State Budget and Management. In addition, residents of unincorporated areas of the County pay $.1647 in a Law Enforcement Service District Tax. Debt Outlook. The City plans to issue the balance of its authorized and unissued general obligation street bonds, neighborhood improvement bonds and housing bonds over a five-year period based on the City's 2013-2017 Capital Improvement Program ("CIP") described below. The proceeds from the sale of such bonds, together with other available funds, will be used to finance street, neighborhood improvements and housing improvements. The City's water and sewer system and stormwater utility system are each a self-supporting system. The City Council has adopted a rate and service charge methodology that provides for pricing based on actual cost recovery, maintenance of adequate working capital and debt service reserves, including a fixed fee to provide for at least 20% of the annual debt service for the water and sewer system. The commercial and industrial growth in the City and the metropolitan area has necessitated continuing expansion of the water and sewer system and the stormwater utility system. The City has responded to this growth while maintaining competitive utility rates. Advance planning and selective use of borrowing capacity has enabled orderly and economical expansion of utilities. Various forms of debt will be evaluated for future borrowings to finance water and sewer projects and stormwater projects, including revenue bonds, revenue bond anticipation notes (commercial paper), installment contract financing (certificates of participation) and general obligation bonds. 23 The CIP is the City's five-year financial plan detailing estimated revenues dedicated to the CIP, financing schedules and funded capital projects over the next five years. The CIP process begins each year with the identification of capital needs. These needs are evaluated and prioritized according to City Council policies. The 2014-2018 General CIP was considered and approved by the City Council on June 10, 2013. The $658.1 million general government program includes $440 million out of a new $819 million program. The new program is funded through a 3.17 cent tax increase dedicated to capital The new program is spread out over four referenda with the first referendum scheduled in November 2014. The $2.7 billion 2014-2018 CIP for Aviation, Transit, Water/Sewer and Storm Water was approved on June 10, 2013. The Fiscal Year 2014 Annual Budget Ordinance, which legally provides funds for the upcoming fiscal year, includes the first year appropriation of funds for approved capital projects. This Annual Budget Ordinance also was considered and approved by the City Council on June 10, 2013. Capital planning and debt capacity forecasts are a large and important part of the overall debt policies and strategies developed and executed by the City. Long-range debt strategies have been one of the most significant elements of the City's ten-year capital plans for capital needs and a measuring of the continuing debt issue capabilities within existing resources. Additional sources of revenue, such as the occupancy tax (October 1983) and ½ percent sales tax (April 1984, January 1987, April 1999 and January 2003), have provided a greater level of revenue diversification that is an objective of the City. The use of variable rate debt, commercial paper programs, refunding and interest rate swaps are methods employed by the City to diversify its debt portfolio, increase debt capacity and provide savings for the City. Hedge strategies, pay-as-you-go funding and fund balance policies are employed to reduce the risk. Recurring capital improvements are typically funded as part of the annual operating budget utilizing both installment financing options and operating revenues. The City regularly reviews its capital investment needs and sells bonds or enters into installment financings as it deems appropriate. Other Long-Term Commitments. As noted in the "DEVELOPMENT ACTIVITY – Downtown Development" and the "GOVERNMENT AND MAJOR SERVICES - Recreational, Visitor and Cultural Facilities" sections above, four of the City's major recreational and cultural facilities include (1) the Charlotte Convention Center, (2) the Time Warner Cable Arena, (3) the Levine Center for the Arts and (4) the NASCAR Hall of Fame. The City has entered into installment contract financings involving publicly sold certificates of participation to provide funds for the construction costs of the Charlotte Convention Center, Time Warner Cable Arena, a portion of the Levine Center for the Arts and the NASCAR Hall of Fame. Under the authority of certain State legislation, the County has levied (1) a room occupancy tax, (2) a prepared food and beverage tax and (3) a rental car tax. The proceeds from the prepared food and beverage tax and a portion of the proceeds of the room occupancy tax are being transferred to and applied by the City (although not legally and contractually pledged) to pay the installment payments under the installment financing contract for the Charlotte Convention Center. A portion of the proceeds from the rental car tax and a portion of the proceeds from the room occupancy tax are being transferred to and applied by the City (although not legally and contractually pledged) to pay the installment payments under the installment financing contract related to the Time Warner Cable Arena. An amount of money in the City's General Fund equal to a portion of the proceeds from the rental car tax are freed-up annually to expend on other purposes. The City intends to annually transfer the freed-up General Fund revenues to the Cultural Arts Fund to pay a portion of the installment payments (although not legally and contractually pledged) under the installment financing contract related to the Levine Center for the Arts. 24 A portion of the proceeds from the room occupancy tax are being transferred to and applied by the City (although not legally and contractually pledged) to pay the installment payments under the installment financing contract related to the NASCAR Hall of Fame. In addition, the City has entered into other financing agreements primarily for land, computer equipment, capital improvements and general capital assets, including rolling stock (the "Other LongTerm Commitments"). The following chart sets forth for each Fiscal Year of the City ending June 30 the amount of principal (whether at maturity or pursuant to mandatory sinking fund prepayment) and interest required to be paid by the City with respect to financing agreements related to the Convention Center, the Time Warner Cable Arena, the Transit System, the NASCAR Hall of Fame, the Levine Center for the Arts and the Other Long-Term Commitments. [Chart begins on following page] 25 Installment Payment Requirements of Installment Purchase Contract Financings as of June 30, 2013 FY Ending June 30 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Total Principal Interest Total 1 2 3 4 5 6 7 8 9 Convention Center1 $ 15,757,294 15,751,294 15,735,406 15,720,269 15,705,269 16,477,881 17,835,044 13,070,931 17,711,994 5,256,831 5,256,019 5,254,519 5,251,819 2,151,675 2,148,675 2,151,000 2,150,750 2,151,500 2,153,000 2,150,000 2,152,500 $181,993,670 136,230,000 45,763,670 $181,993,670 Arena2,3 Facilities & Equipment4,5 $ 13,025,384 12,997,956 11,800,244 11,803,494 11,803,994 11,804,019 11,798,469 11,802,169 11,803,806 11,802,594 11,802,744 11,801,994 11,802,906 11,800,975 11,802,975 11,802,975 11,799,975 4,052,975 4,077,975 23,879,475 $ 33,622,416 24,576,820 24,131,331 18,621,517 16,218,096 11,195,375 9,426,982 9,320,346 8,960,212 8,863,447 8,766,488 7,651,623 4,946,125 4,900,825 4,851,638 4,805,213 2,543,075 2,490,750 2,446,350 1,261,700 $ 17,045,199 14,410,088 14,407,838 14,405,363 14,409,563 14,409,044 14,408,994 14,405,888 137,547,650 10,715,213 10,712,513 10,708,044 10,711,594 10,712,394 10,715,944 10,716,850 10,717,350 10,712,850 10,709,738 10,715,250 7,055,500 7,052,813 $235,067,098 150,390,000 84,677,098 $235,067,098 $209,600,329 164,835,000 44,765,329 $209,600,329 $387,405,674 268,395,000 119,010,674 $387,405,674 Transit6,7 NASCAR Hall of Fame8 Levine Center For the Arts9 $ 8,667,114 8,684,659 8,696,061 8,726,321 8,754,258 8,774,634 8,792,450 8,832,470 8,858,276 8,890,105 8,917,248 8,959,468 8,995,584 9,030,360 9,063,324 9,114,003 9,160,979 9,203,780 9,251,934 9,309,495 9,365,283 9,423,588 9,316,750 9,318,500 9,316,000 9,313,500 $234,736,144 130,890,000 103,846,144 $234,736,144 $ 9,172,963 9,170,963 9,171,763 9,170,363 9,170,013 9,169,413 9,168,613 9,172,113 9,171,613 9,171,863 9,171,163 9,171,663 9,171,413 9,170,213 9,172,213 9,168,813 9,172,188 9,169,938 9,168,688 9,172,688 9,170,938 9,167,938 9,167,938 9,169,938 9,172,938 9,170,938 $238,439,275 133,875,000 104,564,275 $238,439,275 Total $ 97,290,370 85,591,779 83,942,642 78,447,326 76,061,192 71,830,365 71,430,551 66,603,916 194,053,551 54,700,052 54,626,174 53,547,310 50,879,440 47,766,441 47,754,768 47,758,854 45,544,317 37,781,793 37,807,684 56,488,608 27,744,221 25,644,338 18,484,688 18,488,438 18,488,938 18,484,438 $1,487,242,190 984,615,000 502,627,190 $1,487,242,190 Convention Center obligations are paid from a portion of the Occupancy Tax and the Prepared Food Tax. $19,490,000 of convention center obligations are variable rate, the interest of which has been calculated at 3.5% and does not include liquidity or remarketing fees. $19,785,000 of arena obligations are variable rate, the interest of which has been calculated at 3.5% and does not include liquidity or remarketing fees. In addition, $128,245,000 of arena obligations are variable rate, the interest of which has been calculated at 5.0973% (the synthetic fixed rate in the swap agreement related thereto) and does not include liquidity or remarketing fees. Arena obligations are paid from a portion of the Occupancy Tax and a portion of the Rental Car Tax, plus an annual contribution from CRVA for principal and interest with respect to $2,950,000 of these obligations. $10,685,000 of Safety Facilities & Capital Equipment are variable rate, the interest of which has been calculated at 3.5% and does not include liquidity or remarketing fees. A portion of Capital Equipment obligations are paid from Water and Sewer operations. Transit obligations are paid from a 1/2 cent sales tax. $3,270,000 of transit obligations are variable rate, the interest of which has been calculated at 3.5% and does not include liquidity or remarketing fees. On May 7, 2013, the Corporation executed and delivered three series of certificates of participation (Transit Projects/Phase III) (collectively, the "2013DEF Certificates") in the aggregate principal amount not to exceed $300,000,000. The 2013DEF Certificates will be purchased and held by Banc of America Preferred Funding Corp, a subsidiary of Bank of America, N.A. (the "Bank Holder"). Current amount outstanding for the 2013DEF Certificates is $150,000 which is not included in chart. Under the financing documents related to the 2013DEF Certificates, repayment of the principal with respect to the 2013DEF Certificates begins on June 1, 2017 with a final maturity on June 1, 2021. NASCAR Hall of Fame obligations are paid from a portion of the Occupancy Tax. $93,595,000 of NASCAR Hall of Fame obligations are variable rate, the interest of which has been calculated at 4.725% (the synthetic fixed rate in the swap agreement related thereto) and does not include liquidity or remarketing fees (with respect to the 2009D NASCAR Certificates of Participation). Levine Center for the Arts obligations are paid from freed-up general fund revenues attributable to an increase in the Rental Car Tax, a contribution from the City's General Fund in the amount of $1,651,960 in Fiscal Years 2013 through and including 2034 and a contribution from the County pursuant to an interlocal agreement with the City in the amount of $2,948,040 in Fiscal Years 2013 through and including 2034. 26 The City has previously entered into various interest rate swap agreements. See Note 4 "DETAILED DISCLOSURES ON ALL FUNDS – (j) Long-term Liabilities - (7) Derivative Instruments" in the Notes to the Financial Statements of Appendix D hereto for a more complete description of such interest rate swap agreements and the City's obligations thereunder as of June 30, 2012. In addition, the City entered into an interest rate swap agreement dated September 13, 2005, with respect to 100% of the principal amount of the 2013G Certificates (the "2013G Swap") with Wachovia Bank, National Association, the successor to which is Wells Fargo Bank, National Association (the "Counterparty"), implemented in the Fiscal Year ended June 30, 2013, under which the Counterparty pays a floating amount and the City pays a fixed amount and the notional amount of the 2013G Swap will decrease as the sinking fund prepayments are made on the 2013G Certificates. TAX INFORMATION The County is the City's agent for listing and collecting property taxes levied. On November 27, 2012, the County's Board of Commissioners voted to engage Pearson's Appraisal Service to review the County's 2011 revaluation (the "Revaluation Review") in order to identify neighborhoods where there may or may not be inequities resulting from the County's 2011 revaluation. On March 4, 2013, bills were filed jointly in the State House of Representatives (H200) and Senate (S159), that proposed to create State legislation to allow new revaluation results to be retroactive to January 1, 2011. Senate Bill 159 was passed by the Senate on March 28, 2013, passed by the State House of Representatives on July 16, 2013 and signed into law by Governor Pat McCrory on July 26, 2013. The legislation requires that (1) the County conduct a new revaluation within 18 months or (2) have a qualified appraisal company conduct a total review of all the values in the County by neighborhood and make recommendations as to the true value of the properties as of January 1 of the year of the last general reappraisal performed. The legislation will require the County (and consequently the City) to pay taxpayer refunds with interest and taxpayers to pay any deficiencies indicated by the Revaluation Review. The City currently anticipates that its refund obligations resulting from the Revaluation Review will be approximately $17.1 million. The City has currently reserved approximately $17.1 million in various funds to pay these anticipated obligations. Refund payments are anticipated to begin late October 2013. [Remainder of page intentionally left blank] 27 General Information. 2011 Assessed Valuation: Assessment Ratio1 Real Property Personal Property Total Assessed Valuation2 Valuation Per Capita3 Regular Rate per $100 Regular Levy4 Special Districts Levies5 Fiscal Year Ended or Ending June 30 2013 Estimate6 2012 100% $ 64,160,725,376 11,646,567,450 $ 77,730,479,706 $ 103,624 .4586 $ 356,704,524 $ 3,770,856 100% $ 73,850,316,444 13,023,437,688 $ 88,946,915,319 $ 114,850 .4370 $ 388,528,050 $ 4,458,982 $ 76,129,943,671 13,038,664,909 $ 89,168,608,580 $ 111,891 .4370 $ 377,293,127 $ 4,453,204 ______________ 1 Percentage of appraised value has been established by statute. The amount of assessed valuation for the 2013 Fiscal Year reflects the most recent assessed valuation and for prior years is reported as of the end of each fiscal year by the County Tax Assessor. Valuation of motor vehicles is estimated, subject to final adjustment. Calculated on the basis of the most recent population estimates by the Charlotte Chamber of Commerce of 750,124, 774,462 and 796,921 as of July 1, 2011, 2012 and 2013, respectively. All property owners of the City paid $.8387 for Fiscal Years 2010 and 2011 and $.8166 for Fiscal Year 2012 and 2013 per $100 assessed valuation in County taxes. A special tax district was created in Fiscal Year 1979 to provide funding for capital improvements in the downtown area. Two additional special tax districts were created in Fiscal Year 1985 and one in Fiscal Year 2001 to provide funding for downtown planning, promotion and revitalization activities in the service districts. Revaluation of real property became effective with the Fiscal Year 2012 tax levy, and is reflected in the 2013 estimate. 2 3 4 5 6 Tax Collections. Collected within the Fiscal Year of the Levy Year Ended June 30 2008 2009 2010 2011 2012 2013 2 Taxes Levied for the Fiscal Year1 $340,293 344,391 357,494 362,833 395,901 395,392 Amount1 $332,150 336,270 350,248 355,258 387,890 386,270 Percentage of Levy 97.61% 97.64 97.97 97.91 97.98 97.69 1 Amounts in thousands. Unaudited. 2 28 Total Collections to Date Collections in Subsequent Years1 $5,396 6,174 5,131 4,146 (653) N/A Amount1 $337,546 342,444 355,379 359,404 387,237 386,270 Percentage of Levy 99.19% 99.43 99.41 99.05 97.81 97.69 Ten Largest Taxpayers for Fiscal Year 2013. Assessed Valuation1 Name Wells Fargo Bank, National Association Bank of America Duke Energy Corporation US Airways Group, Incorporated AT&T/ BellSouth, Inc SouthPark Mall Time Warner Entertainment Piedmont Natural Gas TIAA-CREF, LLC CK Southern/Childress Klein Total $1,461,550 1,455,390 1,047,797 556,309 399,970 339,818 324,487 280,845 246,443 183,424 $6,296,033 Percent of Total Assessed Valuation 1.65% 1.64 1.18 0.63 0.45 0.38 0.37 0.32 0.28 0.21 7.11% 1 Amounts in thousands. BUDGET COMMENTARY AND OUTLOOK Fiscal Year 2013. At June 30, 2013, the General Fund had collected approximately 101% of its $551.1 million budgeted revenues for Fiscal Year 2013. Unaudited fiscal year ending revenues were $6.6 million over the budgeted amount primarily due to an increase in fees and other revenues. Unaudited fiscal year ending expenditures were under the budgeted amount by approximately $10.8 million. General Fund expenditures and outstanding obligations were approximately 98% of the budgeted amount for Fiscal Year 2013. Once audited numbers are finalized, the City expects to end Fiscal Year 2013 with an overall General Fund surplus of $17.4 million. As of June 30, 2013, CATS is projected to collect approximately 106.4% of the Public Transportation Tax budgeted for Fiscal Year 2013. The City currently expects that CATS will end Fiscal Year 2013 with revenues $6.0 million more than the budgeted amount. Fiscal Year 2014. On June 10, 2013, the Board adopted a fiscal year 2013-2014 general fund budget of $495 million, an increase of 1.5% from the fiscal year 2012-2013 budget. Increases resulted primarily from the expansion of the small business opportunities program and increases to health care costs and personal service. For fiscal year 2013-2014, the City increased its property tax rate to $0.4687 per $100 valuation, an increase of $0.0317 dedicated to debt service. The increase is to fund a new $816 million general capital program. See "--Debt Outlook" herein. Overall, revenues are projected to grow by 2.3%. Fees and permits are projected to grow by 6% and the local option sales tax is expected to grow by 3.5%. PENSION PLANS The City participates in the North Carolina Local Governmental Employees' Retirement System, the Charlotte Firefighters' Retirement System and several retirement plans for law enforcement officers including: a retirement plan and the Supplemental Retirement Income Plan for Law Enforcement Officers. The City participates in the North Carolina Local Governmental Employees' Retirement System. The North Carolina Local Governmental Employees' Retirement System is a service agency administered 29 through a board of trustees by the State for public employees of counties, cities, boards, commissions and other similar governmental entities. While the State Treasurer is the custodian of system funds, pension costs are borne by the participating employer governmental entities. The State makes no contributions to the system. The system provides, on a uniform system-wide basis, retirement and, at each employer's option, death benefits from contributions made by employers and employees. Employee members contribute six percent of their individual compensation. The normal contribution rate, uniform for all employers, is currently 6.88 percent of eligible payroll for general employees and 7.05 percent of eligible payroll for law enforcement officers. The accrued liability contribution rate is determined separately for each employer and covers the liability of the employer for benefits based on employees' service rendered prior to the date the employer joins the system. Members qualify for a vested deferred benefit at age 50 with at least 20 years of creditable service; at age 60 after at least five years of creditable service to the unit of local government. Unreduced benefits are available: at age 65, with at least five years of service; at age 60, with at least 25 years of creditable service; or after 30 years of creditable service, regardless of age. Benefit payments are computed by taking an average of the annual compensation for the four consecutive years of membership service yielding the highest average. This average is then adjusted by a percentage formula, by a total years of service factor, and by an age service factor if the individual is not eligible for unreduced benefits. Contributions to the system are determined on an actuarial basis. For information concerning the City's participation in the North Carolina Local Governmental Employees' Retirement System and the Supplemental Retirement Income Plan of North Carolina see the Notes to the City's Audited Financial Statements in Appendix D. Financial statements and required supplementary information for the North Carolina Local Governmental Employees' Retirement System are included in the Comprehensive Annual Financial Report ("CAFR") for the State. Please refer to the State's CAFR for additional information. Charlotte Firefighters' Retirement System and other City retirement benefits. The Charlotte Firefighters' Retirement System, a single-employer defined benefit plan, provides retirement, disability and death benefits to civil service employees of the City Fire Department. See Note 5 "PENSION PLANS AND OTHER BENEFITS" – (b) "Charlotte Firefighters' Retirement System," (c) "LEO Separation," (d) "Supplemental Retirement Income Plan for Law Enforcement Officers" (e) "Death Benefit Plan" and (f) "Other Postemployment Benefits" in the Notes to the Financial Statements included as Appendix D hereto for a more complete description of such benefits and the City's obligations thereunder. HEALTH AND LIFE BENEFITS The City provides health and life benefits to employees and retirees. See Note 6 "OTHER INFORMATION" in the Financial Statements included as Appendix D hereto for a more complete description of such benefits and the City's obligations thereunder. OTHER POST-EMPLOYMENT BENEFITS Prior to July 1, 2009, the City provided retiree medical benefits as part of the total compensation offered to attract and retain the services of qualified employees. These benefits qualified as Other PostEmployment Benefits ("OPEB") under Governmental Accounting Standards Board Statement No. 45 relating to the Accounting and Financial Reporting by Employers for Postemployment Benefit Plans Other Than Pension Plans (the "GASB 45"). 30 In accordance with the requirements of Statement No. 45, the City engaged an actuarial firm to prepare a report which assisted in reporting the cost of other postemployment benefits in its Fiscal Year 2012 financial report. The City-wide actuarially accrued liability was approximately $224.2 million. The City has taken actions to continue to manage its OPEB liability. In December 2007, the City established an irrevocable trust qualifying under Section 115 of the Internal Revenue Code (the "Employee Benefit Trust") to meet the requirements of GASB 45 and segregate assets for this benefit. The North Carolina General Assembly enacted legislation in July 2007 that provides the City with expanded investment options including investment in equities and other long-term investments which will allow improved asset/liability matching. The City has contributed a total of approximately $40.7 million to the Employee Benefit Trust for the purpose of advance funding its actuarially accrued liability. Advance funding the liability on an actuarially determined basis allows the City to build an asset base including investment earnings that will partially offset its actuarial accrued liability and reduce its OPEB cost. In addition, the City has eliminated future retiree medical benefits for employees hired after July 1, 2009. See Note 5 "PENSION PLANS AND OTHER BENEFITS" – (f) "Other Postemployment Benefits" in the Notes to the Financial Statements included as Appendix D hereto for a more complete description of such benefits and the City's obligations thereunder. CONTINGENT LIABILITIES The City is a party defendant in various legal actions for damages arising from, among other things, personal injuries suffered by the plaintiffs arising from the City's alleged negligence or alleged social injustice and by plaintiffs alleging discriminatory practices by the City in hiring, promoting or terminating employees. In certain of these actions, the City Attorney is of the opinion that the plaintiff's likelihood of success is remote. Although in a number of other cases the City Attorney is unable to express an opinion as to the probable outcome due to the preliminary stage of the litigation, taking into account valid defenses which are available to the City, the City's liability insurance coverage when available and, in certain instances, indemnification available to the City from third parties, the ultimate outcome of the other suits either individually or as a whole is, in the opinion of the City Attorney, not expected to have a materially adverse effect upon the City's financial position. FINANCIAL INFORMATION The financial statements of the City have been audited by certified public accountants for the Fiscal Year ended June 30, 2012. Copies of these financial statements containing the unqualified report of the independent certified public accountants are available on the City's web-site at Cafr.charmeck.org or in the office of Mr. Greg C. Gaskins, Chief Financial Officer (704-336-5885) or Mr. Scott L. Greer, City Treasurer (704-336-5883), City of Charlotte, Charlotte-Mecklenburg Government Center, 600 East Fourth Street, Charlotte, North Carolina 28202. The Government Finance Officers Association ("GFOA") has awarded a Certificate of Achievement for Excellence in Financial Reporting to the City for its Comprehensive Annual Financial Report for the Fiscal Years ended June 30, 1985 through 2011. To receive this award, the highest form of recognition in governmental financial reporting, a governmental unit must publish a financial report that complies with both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year. The City anticipates that it will continue to meet the requirements under the Certificate of Achievement Program and has submitted its Comprehensive Annual Financial Report for the Fiscal Year ended June 30, 2012 to the GFOA for review. 31 CONTINUING DISCLOSURE In accordance with the requirements of Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 ("Rule 15c2-12"), the City has undertaken in the Bond Resolution to provide: (1) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ended June 30, 2013, to the Municipal Securities Rulemaking Board (the "MSRB"), in an electronic format prescribed by the MSRB the audited financial statements of the City for the preceding Fiscal Year, if available, prepared in accordance with Section 159-34 of the General Statutes of North Carolina, as it may be amended from time to time, or any successor statute, or if such audited financial statements are not then available, unaudited financial statements of the City for such Fiscal Year to be replaced subsequently by audited financial statements of the City to be delivered within 15 days after such audited financial statements become available for distribution; (2) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ended June 30, 2013, to the MSRB, the financial and statistical data as of a date not earlier than the end of the preceding Fiscal Year for the type of information included under the captions "THE CITY--DEBT INFORMATION" and "--TAX INFORMATION" (excluding any information for overlapping units); (3) in a timely manner not in excess of 10 Business Days after the occurrence of the event, to the MSRB notice of any of the following events with respect to the 2013B Bonds: (a) principal and interest payment delinquencies; (b) non-payment related defaults, if material; (c) difficulties; unscheduled draws on the debt service reserves reflecting financial (d) difficulties; unscheduled draws on any credit enhancements reflecting financial (e) perform; substitution of any credit or liquidity providers, or their failure to (f) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the 2013B Bonds or other material events affecting the tax status of the 2013B Bonds; (g) if material; modification of the rights of the Beneficial Owners of the 2013B Bonds, (h) call of any of the 2013B Bonds, if material, and tender offers; (i) defeasance of any of the 2013B Bonds; (j) release, substitution or sale of any property securing repayment of the 2013B Bonds, if material; 32 (k) rating changes; (l) bankruptcy, insolvency, receivership or similar event of the City; (m) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to such actions, other than pursuant to its terms, if material; and (n) the appointment of a successor or additional trustee, or the change in the name of a trustee, if material; (4) in a timely manner, to the MSRB, notice of a failure by the City to provide required annual financial information described in (1) and (2) above on or before the date specified. At present, Section 159-34 of the General Statutes of North Carolina requires that the City's financial statements be prepared in accordance with generally accepted accounting principles and that they be audited in accordance with generally accepted auditing standards. The Bond Resolution also provides that the City's undertaking pursuant to Rule 15c2-12 is intended to be for the benefit of the registered owners and the beneficial owners of the 2013B Bonds and is enforceable by any of the registered owners and the beneficial owners of the 2013B Bonds, including an action for specific performance of the City's obligations described in this Section, but a failure to comply will not be an event of default and will not result in acceleration of the payment of the 2013B Bonds. An action must be instituted, had and maintained in the manner provided in the Bond Order for the benefit of all of the registered owners and beneficial owners of the Bonds. The City has not knowingly failed to comply with its previous continuing disclosure obligations; however, since 2008, the rating agencies have periodically downgraded the claims-paying ability of municipal bond insurers and the ratings of financial institutions providing credit or liquidity support to governmental financings several times without giving notice of such downgrades to the City. The City has learned of some downgrades through general media sources and, when it did so, filed the appropriate material event notice related to such ratings downgrades to the extent they are applicable to the City's indebtedness; however, it is possible that the City either was unaware of a downgrade or did not learn of a downgrade in order to file a notice in a timely fashion. The City may modify from time to time, consistent with Rule 15c2-12, the information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the City, but: (1) any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City; (2) the information to be provided, as modified, would have complied with the requirements of Rule 15c2-12 as of the date of this Official Statement, after taking into account any amendments or interpretations of Rule 15c2-12 as well as any changes in circumstances; and (3) any such modification does not materially impair the interest of the registered owners or the beneficial owners, as determined by nationally recognized bond counsel or by the approving vote of the Owners of a majority in principal amount of the 2013B Bonds. Any annual financial information containing modified operating data or financial information will explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. The City's Rule 15c2-12 undertakings will terminate on payment, or provision having been made for payment in a manner consistent with the Rule 15c2-12, in full of the principal of and interest on the 2013B Bonds. 33 All documents provided to the MSRB as described above will be provided in an electronic format as prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. The City may discharge its undertaking described above by providing such information in a manner subsequently required by the SEC in lieu of the manner described above. APPROVAL OF LEGAL PROCEEDINGS Certain legal matters incident to the authorization and issuance of the 2013B Bonds are subject to the approval of Parker Poe Adams & Bernstein LLP, Charlotte, North Carolina, Bond Counsel, whose approving legal opinion will be available at the time of the delivery of the 2013B Bonds. The proposed form of such opinion is attached hereto as Appendix E. RATINGS Moody's Investors Service, Standard & Poor's Ratings Services and Fitch Ratings have given the 2013B Bonds ratings of "Aaa", "AAA" and "AAA," respectively. Those ratings reflect only the respective views of such organizations, and an explanation of the significance of such ratings may be obtained only from the respective organization providing such rating. Certain information and materials not included in the Official Statement were furnished to such organizations. There is no assurance that such ratings will remain in effect for any given period of time or that any or all will not be revised downward or withdrawn entirely. Any downward revision or withdrawal of a rating may have an adverse effect on the market prices of the 2013B Bonds. TAX TREATMENT GENERAL On the date of the issuance of the 2013B Bonds, Parker Poe Adams & Bernstein LLP, Charlotte, North Carolina ("Bond Counsel"), will render an opinion that, under existing law and assuming compliance by the City with certain provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on the 2013B Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The interest on the 2013B Bonds will, however, be taken into account in determining adjusted current earnings of certain corporations (as defined for federal income tax purposes) and such corporations are required to include in the calculation of federal alternative minimum taxable income 75% of the excess of such corporation's adjusted current earnings over its federal alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The Code imposes various restrictions, conditions and requirements relating to the exclusion of interest on obligations, such as the 2013B Bonds, from gross income for federal income tax purposes, including, but not limited to, the requirement that the City rebate certain excess earnings on proceeds and amounts treated as proceeds of the 2013B Bonds to the United States Treasury, restrictions on the investment of such proceeds and other amounts, and restrictions on the ownership and use of the facilities financed or refinanced with proceeds of the 2013B Bonds. The foregoing is not intended to be an exhaustive listing of the post-issuance tax compliance requirements of the Code, but is illustrative of the requirements that must be satisfied by the City subsequent to issuance of the 2013B Bonds to maintain the excludability of the interest on the 2013B Bonds from gross income for federal income tax purposes. Bond Counsel's opinion is given in reliance on certifications by representatives of the City as to certain facts material to the opinion and the requirements of the Code. 34 The City has covenanted to comply with all requirements of the Code that must be satisfied subsequent to the issuance of the 2013B Bonds in order that the interest on the 2013B Bonds be, or continue to be, excludable from gross income for federal income tax purposes. The opinion of Bond Counsel assumes compliance by the City with such covenants, and Bond Counsel has not been retained to monitor compliance by the City with such covenants subsequent to the date of issuance of the 2013B Bonds. Failure to comply with certain of such requirements may cause the interest on the 2013B Bonds to be included in gross income for federal income tax purposes retroactive to the date of the issuance of the 2013B Bonds. No other opinion is expressed by Bond Counsel regarding the federal tax consequences of the ownership of or the receipt or accrual of interest on the 2013B Bonds. If the interest on the 2013B Bonds subsequently becomes included in gross income for federal income tax purposes due to a failure by the City to comply with any requirements described above, the City is not required to redeem the 2013B Bonds or to pay any additional interest or penalty. The Internal Revenue Service has established an ongoing program to audit tax-exempt obligations to determine whether interest on such obligations is includible in gross income for federal income tax purposes. Bond Counsel cannot predict whether the Internal Revenue Service will commence an audit of the 2013B Bonds. Prospective purchasers and owners of the 2013B Bonds are advised that, if the Internal Revenue Service does audit the 2013B Bonds, under current Internal Revenue Service procedures, at least during the early stages of an audit, the Internal Revenue Service will treat the City as the taxpayer, and the owners of the 2013B Bonds may have limited rights, if any, to participate in such audit. The commencement of an audit could adversely affect the market value and liquidity of the 2013B Bonds until the audit is concluded, regardless of the ultimate outcome. Prospective purchasers of the 2013B Bonds should be aware that ownership of the 2013B Bonds and the accrual or receipt of interest on the 2013B Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property or casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain Subchapter S Corporations with "excess net passive income," foreign corporations subject to the branch profits tax, life insurance companies and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the 2013B Bonds. Bond Counsel does not express any opinion as to any such collateral tax consequences. Prospective purchasers of the 2013B Bonds should consult their own tax advisors as to the collateral tax consequences. Proposed legislation is considered from time to time by the United States Congress that, if enacted, would affect the tax consequences of owning the 2013B Bonds. No assurance can be given that any future legislation, or clarifications or amendments to the Code, if enacted into law, will not contain provisions which could cause the interest on the 2013B Bonds to be subject directly or indirectly to federal or State of North Carolina income taxation, adversely affect the market price or marketability of the 2013B Bonds or otherwise prevent the owners of the 2013B Bonds from realizing the full current benefit of the status of the interest on the 2013B Bonds. Bond Counsel is further of the opinion that, under existing law, the interest on the 2013B Bonds is exempt from State of North Carolina income taxation. Bond Counsel's opinion is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinion is not a guarantee of a particular result, and is not binding on the Internal Revenue Service or the courts; rather, such opinion represents Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and 35 covenants that Bond Counsel deems relevant to such opinion. Bond Counsel's opinion expresses the professional judgment of the attorneys rendering the opinion regarding the legal issues expressly addressed therein. By rendering its opinion, Bond Counsel does not become an insurer or guarantor of the result indicated by that expression of professional judgment, of the transaction on which the opinion is rendered, or of the future performance of the City, nor does the rendering of such opinion guarantee the outcome of any legal dispute that may arise out of the transaction. ORIGINAL ISSUE DISCOUNT As indicated on the inside cover page, the 2013B Bonds maturing on July 1, 20__ (collectively, the "OID Bonds"), are being sold at initial offering prices which are less than the principal amount payable at maturity. Under the Code, the difference between (a) the initial offering prices to the public (excluding bond houses and brokers) at which a substantial amount of each maturity of the OID Bonds is sold and (b) the principal amount payable at maturity of such OID Bonds, constitutes original issue discount treated as interest which will be excluded from the gross income of the owners of such OID Bonds for federal income tax purposes. In the case of an owner of the OID Bond, the amount of original issue discount on such OID Bond is treated as having accrued daily over the term of such OID Bond on the basis of a constant yield compounded at the end of each accrual period and is added to the owner's cost basis of such OID Bond in determining, for federal income tax purposes, the gain or loss upon the sale, redemption or other disposition of such OID Bond (including its sale, redemption or payment at maturity). Amounts received upon the sale, redemption or other disposition of an OID Bond which are attributable to accrued original issue discount on such OID Bonds will be treated as interest exempt from gross income, rather than as a taxable gain, for federal income tax purposes, and will not be a specific item of tax preference for purposes of the federal alternative minimum tax imposed on corporations and individuals. However, it should be noted that with respect to certain corporations (as defined for federal income tax purposes), a portion of the original issue discount that accrues to such corporate owners of an OID Bond in each year will be taken into account in determining the adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on such corporations and may result in other collateral federal income tax consequences for certain taxpayers in the year of accrual. Consequently, corporate owners of an OID Bond should be aware that the accrual of original issue discount on any OID Bond in each year may result in a federal alternative minimum tax liability or other collateral federal income tax consequences, even though such corporate owners may not have received any cash payments attributable to such original issue discount in such year. Original issue discount is treated as compounding semiannually (which yield is based on the initial public offering price of such OID Bond) at a rate determined by reference to the yield to maturity of each individual OID Bond. The amount treated as original issue discount on an OID Bond for a particular semiannual accrual period is equal to (a) the product of (i) the yield to maturity for such OID Bond (determined by compounding at the close of each accrual period) and (ii) the amount which would have been the tax basis of such OID Bond at the beginning of the particular accrual period if held by the original purchaser, less (b) the amount of interest payable on such OID Bond during the particular accrual period. The tax basis is determined by adding to the initial public offering price on such OID Bond the sum of the amounts which have been treated as original issue discount for such purposes during all prior accrual periods. If an OID Bond is sold between semiannual compounding dates, original issue discount which would have accrued for that semiannual compounding period for federal income tax purposes is to be allocated in equal amounts among the days in such compounding period. The Code contains additional provisions relating to the accrual of original issue discount in the case of owners of the OID Bonds who subsequently purchase any OID Bonds after the initial offering or at a price difference from the initial offering price during the initial offering of the 2013B Bonds. Owners 36 of OID Bonds should consult their own tax advisors with respect to the precise determination for federal and state income tax purposes of the amount of original issue discount accrued upon the sale, redemption or other disposition of an OID Bond as of any date and with respect to other federal, state and local tax consequences of owning and disposing of an OID Bond. It is possible that under the applicable provisions governing the determination of state or local taxes, accrued original issue discount on an OID Bond may be deemed to be received in the year of accrual even though there will not be a corresponding cash payment attributable to such original issue discount until a later year. ORIGINAL ISSUE PREMIUM As indicated on the inside cover page, the 2013B Bonds maturing on July 1, 20__ (collectively, the "Premium Bonds"), are being sold at initial offering prices which are in excess of the principal amount payable at maturity. The difference between (a) the initial offering prices to the public (excluding bond houses and brokers) at which a substantial amount of the Premium Bonds is sold and (b) the principal amount payable at maturity of such Premium Bonds constitutes original issue premium, which original issue premium is not deductible for federal income tax purposes. In the case of an owner of a Premium Bond, however, the amount of the original issue premium which is treated as having accrued over the term of such Premium Bond is reduced from the owner's cost basis of such Premium Bond in determining, for federal income tax purposes, the taxable gain or loss upon the sale, redemption or other disposition of such Premium Bond (whether upon its sale, redemption or payment at maturity). Owners of Premium Bonds should consult their tax advisors with respect to the determination, for federal income tax purposes, of the "adjusted basis" of such Premium Bonds upon any sale or disposition and with respect to any state or local tax consequences of owning a Premium Bond. FINANCIAL ADVISOR DEC Associates, Inc, Charlotte, North Carolina, has served as financial advisor to the City in connection with the issuance and sale of the 2013B Bonds. UNDERWRITING The underwriters for the 2013B Bonds are Wells Fargo Securities and Merrill Lynch, Pierce, Fenner & Smith Incorporated. The Underwriters have agreed under the terms of a Bond Purchase Agreement to purchase all of the 2013B Bonds, if any of the 2013B Bonds are to be purchased, at a purchase price equal to 100% of the principal amount of the 2013B Bonds, less an underwriters' discount of $________ plus a net original issue premium of $________. The Underwriters' obligation to purchase the 2013B Bonds is subject to certain terms and conditions set forth in such Bond Purchase Agreement. Wells Fargo Securities is the trade name for certain capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank, National Association ("WFBNA"). WFBNA, one of the underwriters of the 2013B Bonds, has entered into an agreement (the "Distribution Agreement") with Wells Fargo Advisors, LLC ("WFA") for the retail distribution of certain municipal securities offerings, including the 2013B Bonds. Pursuant to the Distribution Agreement, WFBNA will share a portion of its underwriting compensation with respect to the 2013B Bonds with WFA. WFA is also a subsidiary of Wells Fargo & Company. 37 RELATED PARTIES Parker Poe Adams & Bernstein LLP is serving as bond counsel for the City and, from time to time it and McGuireWoods LLP, counsel to the Underwriters, have represented the Underwriters as counsel in other financing transactions. Neither the City nor the Underwriters have conditioned the future employment of either of these firms in connection with any proposed financing issues for the City or for the Underwriters on the successful execution and delivery of the 2013B Bonds. MISCELLANEOUS Any statements in the Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are intended as such and not as representations of fact. Reference herein to the State Constitution and legislative enactments are only brief outlines of certain provisions thereof and do not purport to summarize or describe all provisions thereof. This Official Statement has been duly authorized by the Local Government Commission of North Carolina and the City Council of the City. 38 APPENDIX A THE NORTH CAROLINA LOCAL GOVERNMENT COMMISSION # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1# APPENDIX A THE NORTH CAROLINA LOCAL GOVERNMENT COMMISSION The Local Government Commission (the "Commission") is composed of nine members: the State Treasurer, the Secretary of State, the State Auditor, the Secretary of Revenue and five others by appointment (three by the Governor, one by the General Assembly upon recommendation of the President Pro Tempore of the Senate and one by the General Assembly upon recommendation of the Speaker of the House of Representatives). The State Treasurer serves as Chairman and selects the Secretary of the Commission, who heads the administrative staff serving the Commission. A major function of the Commission is the approval, sale and delivery of substantially all North Carolina local government bonds and notes. A second key function is monitoring certain fiscal and accounting standards prescribed for units of local government by The Local Government Budget and Fiscal Control Act. In addition, the Commission furnishes, upon request, on -site assistance to units of local government concerning existing financial and accounting systems as well as aid in establishing new systems. Further, educational programs and materials are provided for local officials concerning finance and cash management. Before any unit of local government can incur bonded indebtedness, the proposed bond issue must be approved by the Commission. In determining whether to give such approval the Commission may consider, among other things, the unit's debt management procedures and policies, its compliance with The Local Government Budget and Fiscal Control Act and its ability to service the proposed debt. All general obligation issues are customarily sold on the basis of formal sealed bids submitted at the Commission's offices in Raleigh and are subsequently delivered to the successful bidder by the Commission. The Commission maintains records for all units of local government of principal and interest payments coming due on bonded indebtedness in the current and future years and monitors the payment by the units of local government of debt service through a system of monthly reports. As a part of its role in assisting and monitoring the fiscal programs of units of local government, the Commission attempts to ensure that the units of local government follow generally accepted accounting principles, systems and practices. The Commission's staff also counsels the units of local government in treasury and cash management, budget preparation and investment policies and procedures. Educational programs, in the form of seminars or classes, are also provided by the Commission in order to accomplish these tasks. The monitoring of the financial systems of units of local government is accomplished through the examination and analysis of the annual audited financial statements and other required reports. The Local Government Budget and Fiscal Control Act requires each unit of local government to have its accounts audited annually by a certified public accountant or by an accountant certified by the Commission as qualified to audit local government accounts. A written contract must be submitted to the Secretary of the Commission for his approval prior to the commencement of the audit. The Commission has the statutory authority to impound the books and records of any unit of local government and assume full control of all its financial affairs (a) when the unit defaults on any debt service payment or, in the opinion of the Commission, will default on a future debt service payment if the financial policies and practices of the unit are not improved or (b) when the unit persists, after notice and warning from the Commission, in willfully or negligently failing or refusing to comply with the provisions of The Local Government Finance Act. When the Commission takes action under this authority, the Commission is vested with all of the powers of the governing board of the unit of local government as to the levy of taxes, expenditure of money, adoption of budgets and all other financial powers conferred upon such governing board by law. In addition, if a unit of local government fails to pay any installment of principal or interest on its outstanding debt on or before its due date and remains in default for 90 days, the Commission may take A-1 such action as it deems advisable to investigate the unit's fiscal affairs, consult with its governing board and negotiate with its creditors in order to assist the unit in working out a plan for refinancing, adjusting or compromising such debt. When a plan is developed that the Commission finds to be fair and equitable and reasonably within the ability of the unit of local government to meet, the Commission will enter an order finding that the plan is fair, equitable and within the ability of the unit to meet and will advise the unit to take the necessary steps to implement such plan. If the governing board of the unit declines or refuses to do so within 90 days after receiving the Commission's advice, the Commission may enter an order directing the unit to implement such plan and may apply for a court order to enforce such order. When a refinancing plan has been put into effect, the Commission has the authority (a) to require any periodic financial reports on the unit's financial affairs that the Secretary deems necessary and (b) to approve or reject the unit's annual budget ordinance. The governing board of the unit of local government must also obtain the approval of the Secretary of the Commission before adopting any annual budget ordinance. The power and authority granted to the Commission as described in this paragraph will continue with respect to a defaulting unit of local government until the Commission is satisfied that the unit has performed or will perform the duties required of it in the refinancing plan and until agreements made with the unit's creditors have been performed in accordance with such plan. A-2 APPENDIX B CERTAIN CONSTITUTIONAL, STATUTORY AND ADMINISTRATIVE PROVISIONS GOVERNING OR RELEVANT TO THE INCURRENCE OF GENERAL OBLIGATION BONDED INDEBTEDNESS BY UNITS OF LOCAL GOVERNMENT OF THE STATE OF NORTH CAROLINA # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1# APPENDIX B CERTAIN CONSTITUTIONAL, STATUTORY, AND ADMINISTRATIVE PROVISIONS GOVERNING OR RELEVANT TO THE INCURRENCE OF GENERAL OBLIGATION BONDED INDEBTEDNESS BY UNITS OF LOCAL GOVERNMENT OF THE STATE OF NORTH CAROLINA Constitutional Provisions The North Carolina Constitution (the "Constitution") requires the General Assembly to enact general laws relating to the borrowing of money secured by a pledge of the faith and credit and the contracting of other debts by counties, cities and towns, special districts and other units, authorities and agencies of local government and prohibits enactment of special or local acts on this subject. These general laws may be enacted for classes defined by population or other criteria. The General Assembly has no power under the Constitution to authorize any unit of local government to contract debts secured by a pledge of its faith and credit unless approved by a majority of the qualified voters of the unit who vote thereon, except for the following purposes: (a) to fund or refund a valid existing debt; (b) to supply an unforeseen deficiency in the revenue; (c) to borrow in anticipation of the collection of taxes due and payable within the current fiscal year to an amount not exceeding 50% of such taxes; (d) to suppress riots or insurrections; (e) to meet emergencies immediately threatening the public health or safety, as conclusively determined in writing by the Governor; and (f) for purposes authorized by general laws uniformly applicable throughout the State, to the extent of two--thirds of the amount by which the issuing unit's outstanding indebtedness was reduced during the next preceding fiscal year. The Constitution requires that the power of taxation be exercised in a just and equitable manner, for public purposes only, and never be surrendered, suspended or contracted away. Since general obligation bonded indebtedness pledges the taxing power, it may therefore be incurred only for "public purposes." The North Carolina Supreme Court determines what is and is not a public purpose within the meaning of the Constitution. The Constitution requires voter approval for any unit of local government to give or lend its credit in aid of any person, association or corporation, and such lending of credit must be for public purposes as authorized by general law. A loan of credit is defined by the Constitution as occurring when a unit of local government exchanges its obligations with or in any way guarantees the debts of an individual, association or private corporation. The Constitution does not impose a limit on the total indebtedness of a unit of local government. Of the sources of revenue available to units of local government, only the property tax is subject to special Constitutional regulation. The Constitution does not mandate a general property tax; rather, it authorizes the General Assembly to classify property for taxation under two conditions: (1) each class of B-1 property selected for taxation must be taxed by uniform rule and (2) every classification must be made by general law uniformly applicable to every unit of local government. No class of property is accorded exemption from ad valorem taxation by the Constitution except property belonging to the State, counties and municipal corporations. The General Assembly may exempt cemeteries and property held for educational, scientific, literary, cultural, charitable or religious purposes and, to a value not exceeding $300, any personal property. The General Assembly may also exempt from taxation not exceeding $1,000 in value of property used as the place of residence of the owner. Property of the United States is exempt by virtue of the supremacy clause of the United States Constitution. The Constitution requires that any property tax must be levied for purposes authorized by general law uniformly applicable throughout the State, unless approved by a majority of the qualified voters of the unit of local government who vote thereon. Under the Constitution, property taxes levied for unit--wide purposes must be levied uniformly throughout the territorial jurisdiction of the taxing unit, but the General Assembly may enact general laws authorizing the governing body of any county, city or town to define territorial areas and to levy taxes within those areas in order to finance, provide or maintain services, facilities and functions in addition to or to a greater extent than those financed, provided or maintained for the entire county, city or town. The Local Government Bond Act No unit of local government has authority to incur general obligation bonded indebtedness otherwise than in accordance with the limitations and procedures prescribed in The Local Government Bond Act, G.S. Ch. 159, Art. 4 (the "Act") and G.S. Ch. 159, Art. 7 or to issue short-term general obligation notes otherwise than in accordance with G.S. Ch. 159, Art. 9. By statute, the faith and credit of the issuing unit are pledged for the payment of the principal of and interest on all bonds issued under the Act according to their terms, and the power and obligation of the issuing unit to levy taxes and raise other revenues for the prompt payment of installments of principal and interest or for the maintenance of sinking funds is unrestricted as to rate or amount. The revenues of each utility or public service enterprise owned or leased by a unit of local government are required by statute to be applied in accordance with the following priorities: (1) to pay the operating, maintenance and capital outlay expenses of the utility or enterprise; (2) to pay when due the interest on and principal of outstanding bonds issued for capital projects that are or were a part of the utility or enterprise; and (3) for any other lawful purpose. In its discretion, an issuing unit may pledge the revenues (or any portion thereof) of a utility or enterprise for the payment of the interest on and principal of bonds issued under the Act to finance capital projects that are to become a part of the utility or enterprise. Bonds may be issued only for purposes specifically authorized by the Act. No bonds may be issued under the Act without the approval of the Local Government Commission. The criteria for approval have been summarized in the description of the powers of the Commission in Appendix B to this Official Statement. The Act provides that, subject to certain exceptions, no bond order may be adopted by the governing body of a unit of local government unless it appears from a sworn statement of debt filed in connection therewith that the net debt of the unit does not exceed 8% of the assessed value of property subject to taxation by the issuing unit. Under current law, the mandated assessment ratio is 100% of appraised value. This limitation does not apply to funding and refunding bonds, bonds issued for water, gas or electric power purposes, or two or more of such purposes, certain sanitary sewer, sewage disposal or B-2 sewage purification plant bonds, bonds or notes issued for erosion control purposes or bonds or notes issued for the purposes of erecting jetties or other protective works to prevent encroachment by certain bodies of water. "Net debt" is defined as gross debt less certain statutory exclusions and deductions. Gross debt, excluding therefrom debt incurred or to be incurred in anticipation of tax or other revenue collections or in anticipation of the sale of bonds other than funding or refunding bonds, is the sum of (i) outstanding debt evidenced by bonds, (ii) bonds authorized by orders introduced but not yet adopted, (iii) unissued bonds authorized by adopted orders and (iv) outstanding debt not evidenced by bonds. From gross debt are deducted (a) funding and refunding bonds (both those authorized by orders introduced but not yet adopted and those authorized but not yet issued), (b) the amount of money held in sinking funds or otherwise for the payment of any part of the principal of gross debt other than debt incurred for the purposes set forth in clause (e) below, (e) the amount of bonded debt included in gross debt and incurred, or to be incurred, for water, gas or electric light or power purposes, or two or more of such purposes, and certain bonded debt for sanitary sewer purposes, and (d) the amount of uncollected special assessments theretofore levied or estimated to be levied for local improvements for which any part of the gross debt (that is not otherwise deducted) was or is to be incurred, to the extent that the special assessments, when collected, will be applied to the payment of any part of the gross debt. Revenue bond indebtedness is not included in, nor deducted from, gross debt. Bonds may be issued under an approved bond order at any time within seven years after the bond order takes effect. The effective date of the bond order is the date of formal passage of the bond order in the case of bonds that do not require voter approval and the date of voter approval in all other cases. If the issuance of bonds is prevented or prohibited by any order of any court or certain litigation, the period of time is extended by the length of time elapsing between the date of institution of the action or litigation and the date of its final disposition. The General Assembly may, prior to the expiration of the maximum period, also extend such period. In addition, such period may be extended from seven to ten years by the governing body of a unit of local government under certain circumstances with approval by the Commission. In any such case, no further voter approval is required. The Commission has by regulation established the maximum useful lives of capital projects that may be financed by bonds. The maturity dates of any bonds issued for any project may not exceed the maximum useful life of the project, measured from the date of the bonds. All bonds must mature in annual installments, the first of which must be payable not more than three years after the date of the bonds and the last of which must be payable within the maximum useful life of the project. Payment of an installment of principal may be provided for by the maturity of a bond, mandatory redemption of principal prior to maturity, a sinking fund, a credit facility or any other means satisfactory to the Commission. In addition, the Act prohibits "balloon installments" in that it requires that no installment of any issue may be greater than four times as large in amount as the smallest prior installment of the same issue. Bonds authorized by two or more bond orders may be consolidated into a single issue, and bonds of each issue may be issued from time to time in series with different provisions for each series. Each series is deemed a separate issue for the purposes of the limitations discussed in this paragraph. Bonds may be made payable from time to time on demand or tender for purchase as provided in the Act, and bonds may be made subject to redemption prior to maturity, with or without premium. The requirement that the bonds must mature in annual installments and the prohibition against balloon installments as described above does not apply to (a) refunding bonds, (b) bonds purchased by a State or federal agency or (c) bonds the interest on which is or may be includable in gross income for purposes of federal income tax, provided that the dates on which such bonds are stated to mature are approved by the Commission and the Commission may require that payment of all or any part of the principal of any interest and any premium on such bond be provided for by mandatory sinking fund redemption. B-3 Short-Term Obligations Bond Anticipation Notes - Units of local government are authorized to issue short-term notes in anticipation of the sale of bonds validly authorized for issuance within the maximum authorized amount of the bonds. General obligation bond anticipation notes must be payable not later than seven years after the effective date of the bond order and shall not be renewed or extended beyond that time unless the period of time within which the bonds may be issued has been extended as mentioned above. The faith and credit of the issuing unit are pledged for the payment of general obligation bond anticipation notes, and the power and obligation of the issuing unit to levy taxes and raise other revenues for the prompt payment of such notes is unrestricted as to rate or amount. The proceeds of each general obligation bond issue are also pledged for the payment of any notes issued in anticipation of the sale thereof, and any such notes shall be retired from the proceeds of the bonds as a first priority. Tax Anticipation Notes - Units of local government having the power to levy taxes are authorized to borrow money for the purpose of paying appropriations made for the current fiscal year in anticipation of the collection of taxes due and payable within the current fiscal year, and to issue negotiable notes in evidence thereof. Any tax anticipation note must mature not later than 30 days after the close of the fiscal year in which it is issued and may not be renewed beyond that time. No tax anticipation note shall be issued by the unit of local government if the amount thereof, together with the amount of all authorized or outstanding tax anticipation notes on the date the note is authorized, would exceed 50% of the amount of taxes uncollected as of the date of the proposed note authorization. The faith and credit of the issuing unit are pledged for the payment of tax anticipation notes, and the power and obligation of the issuing unit to levy taxes and raise other revenues for the prompt payment of such notes is unrestricted as to rate or amount. Revenue Anticipation Notes - Units of local government are authorized to borrow money for the purpose of paying appropriations made for the current fiscal year in anticipation of the receipt of the revenues, other than taxes, estimated in their budgets to be realized in cash during such fiscal year, and to issue negotiable notes in evidence thereof. Any revenue anticipation note must mature not later than 30 days after the close of the fiscal year in which it is issued and may not be renewed beyond that time. No revenue anticipation note shall be issued if the amount thereof, together with the amount of all revenue anticipation notes authorized or outstanding on the date the note is authorized, would exceed 80% of the revenues of the issuing unit, other than taxes, estimated in its budget to be realized in cash during such fiscal year. Revenue anticipation notes are special obligations of the issuing unit, and neither the credit nor the taxing power of the issuing unit may be pledged for the payment of revenue anticipation notes. Grant Anticipation Notes - Units of local government are authorized to borrow money for the purpose of paying appropriations made for capital projects in anticipation of the receipt of moneys from grant commitments for such capital projects from the State or the United States or any agencies of either, and to issue negotiable notes in evidence thereof. Grant anticipation notes must mature not later than 12 months after the estimated completion date of such capital project and may be renewed from time to time, but no such renewal shall mature later than 12 months after the estimated completion date of such capital project. No grant anticipation note may be issued if the amount thereof, together with the amount of all other notes authorized or issued in anticipation of the same grant commitment, exceeds 90% of the unpaid amount of said grant commitment. Grant anticipation notes are special obligations of the issuing unit, and neither the credit nor the taxing power of the issuing unit may be pledged for the payment of grant anticipation notes. The Local Government Budget and Fiscal Control Act The Local Government Budget and Fiscal Control Act, G.S. Ch. 159, Art. 3 (the "Fiscal Control Act"), sets forth procedures for the adoption and administration of budgets of units of local government. B-4 The Fiscal Control Act also prescribes certain accounting and auditing requirements. The Fiscal Control Act attempts to achieve close conformity with the accounting principles contained in the American Institute of Certified Public Accountants' Industry Audit Guide, Audits of State and Local Government Units. Budget - The Fiscal Control Act requires the adoption of an annual balanced budget, which includes all appropriations required for debt service and for eliminating any deficit. Any deficit is required to be eliminated by the imposition of a property tax at a rate which will produce the revenue necessary to balance revenues and appropriations in the budget. The Secretary of the Commission is required to notify each local government unit by May 1 of each year of its debt service obligations for the coming fiscal year, including sums to be paid into sinking funds. At least 30 days prior to the due date of each installment of principal or interest on outstanding debt, the Secretary must notify each unit of the payment due, the due date, the place which the payments should be sent, and a summary of the legal penalties for failing to meet debt service obligations. The Fiscal Control Act directs that the budget ordinance be adopted by the governing board of the unit of local government by July 1 of the fiscal year to which it applies. There is no penalty for failure to meet this deadline. The fiscal year begins July 1 and ends the following June 30. The governing board is required to hold a public hearing concerning the budget prior to its adoption. A project ordinance authorizing all appropriations necessary for the completion of a capital project or a grant project may be adopted in lieu of annual appropriations for each project and need not be readopted in any subsequent fiscal year. Fiscal Control - The Fiscal Control Act sets forth certain fiscal control requirements concerning the duties of the finance officer; the system of accounting; budgetary accounting for appropriations; investment of idle funds; semiannual reports of financial information to the Commission; and an annual independent audit. Except as otherwise provided by regulation of the Commission, the Fiscal Control Act requires a unit of local government to use the modified accrual basis of accounting in recording transactions. The Commission is empowered to prescribe regulations as to (a) features of accounting systems; (b) bases of accounting, including identifying in detail the characteristics of a modified accrual basis, identifying what revenues are susceptible to accrual, and permitting or requiring the use of a basis other than modified accrual in a fund that does not account for the receipt of a tax; and (c) definitions of terms not clearly defined in the Fiscal Control Act. The Fiscal Control Act requires each unit of local government to have its accounts audited annually by an independent certified public accountant or by an independent accountant certified by the Commission as qualified to audit local government accounts. The audit must be conducted pursuant to a written contract containing the form, terms and fees for the audit. The Secretary of the Commission must approve this contract before the audit may begin and must approve invoices for the audit fee. Approval of final payment is not given until the audit report is rendered in accordance with the requirements of the contract. All audits are to be performed in conformity with generally accepted auditing standards. Major General Fund Revenue Sources Ad Valorem Tax - Each unit of local government having authority to incur general obligation bonded indebtedness also has authority to levy ad valorem taxes on property having a situs within the unit. The ad valorem tax is levied on classes of property selected for taxation by the General Assembly through laws that are uniform throughout the State. The statute governing the listing, appraisal and assessment of property for taxation and the collection of taxes levied is the Machinery Act, G.S. Ch. 105, Subchapter II. B-5 Tax Base - The basic class of property selected for taxation comprises all real and tangible personal property. Thus, unless a class of property is specifically excluded from the property tax base, exempted from taxation or specifically accorded some kind of preferential tax treatment, it must be taxed by each unit of local government exercising its authority to levy property taxes. Several classes of property have been selected for exclusion from the property tax base, exemption from taxation or taxation at reduced valuation or for special appraisal standards. The most significant of these classes are: (1) Tangible household personal property is excluded from the property tax base. (2) Stocks and bonds, accounts receivable and certain other types of intangible personal property are excluded from the property tax base. (3) Property belonging to certain qualified owners and used wholly and exclusively for religious, educational, charitable, cultural, fraternal or civic purposes is wholly exempted from taxation. Property belonging to the United States, the State and units of local government is also exempt from taxation. (4) Real and personal property owned by certain nonprofit homes for the aged, sick or infirm are excluded from property taxation, provided such homes are exempt from the State income tax. (5) Certain kinds of tangible personal property held for business purposes are excluded from taxation, the most important of which are: (a) Manufacturers' inventories (raw materials, goods in process, finished goods, materials or supplies consumed in processing, crops, livestock, poultry, feed used in production of livestock and poultry, and other agricultural or horticultural products held for sale) and inventories of retail and wholesale merchants (tangible personal property held for sale and not manufactured, processed or produced by the merchant). (b) Property imported through a North Carolina seaport terminal and stored at such terminal for less than 12 months awaiting further shipment. (c) Certain pollution abatement and resource recovery equipment. (d) "Bill and hold" goods manufactured in North Carolina and held by the manufacturer for shipment to a nonresident customer. (e) Nuclear materials held for or in the process of manufacture or processing or held by the manufacturer for delivery. (f) Motor vehicle frames that belong to nonresidents and enter the State temporarily for the purpose of having a body mounted thereon. (6) A homestead exemption of the greater of $25,000 or 50% of the appraised value of the residence is allowed if the property owner is a North Carolina resident, has income for the preceding calendar year of not more than the eligibility limit, and is at least 65 years of age or totally and permanently disabled. (7) Certain agricultural, horticultural and forest land is eligible for taxation at its value for agricultural, horticultural or forest use. B-6 Appraisal Standard - All property must be appraised at its true value in money, except agricultural, horticultural and forest land eligible for appraisal at its present-use value. Property must be assessed for taxation at 100% of its appraised value. Frequency of Appraisal - Real property must be appraised at least once in every eight years. The requirement of octennial real property revaluations has been enforced since 1965, and no taxing unit has been permitted to postpone a scheduled revaluation since that time. Many units revalue real property more frequently than every eight years. Personal property is appraised annually. Tax Day - All real and tangible personal property (other than most motor vehicles) subject to ad valorem taxation must be listed for taxation as of January 1 each year. Motor vehicles, with certain exceptions, must be listed annually in the name of the record owner on the day on which the current vehicle registration is renewed or the day on which the application is submitted for a new vehicle registration. Tax Levy - Property taxes are levied in conjunction with the adoption of a budget which covers a July 1 to June 30 fiscal year. The property tax levy must be sufficient to raise during the fiscal year a sum of money equal to the difference between total appropriations and the total estimated receipts of all other revenues. In estimating the percentage of the levy that will be collected during the fiscal year, the taxing unit is prohibited from estimating a greater collection percentage than that of the prior fiscal year. The tax rate may not exceed $1.50 per $100 assessed valuation unless the voters approve a higher rate. Tax levies by counties for the following purposes are not counted against the rate limit: courts, debt service, deficits, elections, jails, schools, mandated social services programs and joint undertakings with any other taxing unit with respect to any of these. Tax levies by cities for the following purposes are not counted against the rate limit: debt service, deficits and civil disorders. Tax Collection - The taxing unit has a lien by operation of law on all real property within its jurisdiction that attaches as of January 1 for all taxes levied for the fiscal year beginning on the following July 1. Taxes levied on a parcel of real property are a lien on that parcel but not on other real property owned by the taxpayer. Taxes levied on personal property are a lien on all real property owned by the taxpayer within the taxing unit. The tax lien enjoys absolute priority against all other liens and claims whatsoever except, in limited circumstances, federal tax liens and certain other prior liens and perfected security interests. Except for motor vehicles, taxes fall due on September 1 following the date of levy and are payable at par until January 6. For the period January 6 to February 1, interest accrues at the rate of 2%, and for the period February 1 until the principal amount of the taxes, the accrued interest, and any penalties are paid, interest accrues at the rate of 3/4% per month or fraction thereof. Each taxing unit may enforce collection of its tax levy by (a) foreclosure of the lien on real property, (b) levy and sale of tangible personal property and (c) garnishment and attachment of intangible personal property. There is no right of redemption of real property sold in a tax foreclosure action. Discounts for early payment of property taxes are allowed by some taxing units. To allow such discounts, the unit must adopt a discount schedule which must then be approved by the Ad Valorem Tax Division of the Department of Revenue. No taxing unit has authority to release or refund any valid tax claim. The members of any governing board voting to make an unlawful release or refund of property taxes are personally liable for the amount unlawfully released or refunded. B-7 The Commission periodically publishes statistics on the percentage of property tax levies collected before the close of the fiscal year for which levied. These statistics are available upon request. Although the State has not levied a general property tax in more than forty years, it does continue general oversight of property tax administration by units of local government through the Ad Valorem Tax Division of the Department of Revenue. The Division has three main functions: (1) it appraises the property of electric power, gas, telephone and telegraph companies, the rolling stock of bus companies and motor freight carriers and the flight equipment of airlines; (2) it oversees local property tax administration; and (3) it provides staff assistance to the Property Tax Commission, an administrative appellate agency hearing listing and valuation appeals from local taxing units. Local Government Sales and Use Taxes The one percent local sales and use tax authorized by the Local Government Sales and Use Tax Act is levied by 99 of the 100 counties of the State (Mecklenburg County levies a virtually identical tax under a 1967 local act). The local sales tax base is the same as the State general sales tax base excluding exempt food sales, except that for goods sold to out-of-county purchasers for delivery out-of-county and sales of certain utility services. The situs of a transaction is the location of the retailer's place of business. Sales of tangible personal property delivered to out-of-county purchasers will be subject to sales tax in the county in which the retailer's place of business is located and will not be subject to the use tax of the destination county. The tax is collected by the State on behalf of local government, and the net proceeds, after deduction of the cost of collection and administration, are returned to the county of collection. The county governing board selects one of two formulas for allocation of the tax among the county and the municipalities therein. One formula calls for allocation on the basis of population and the other on the basis of ad valorem tax levy. Counties are also authorized under the Supplemental Local Government Sales and Use Tax Act to levy a one-half percent sales tax. This sales tax is collected by the State, allocated to counties on a per capita basis and divided among each county and the municipalities located therein in accordance with the method by which the one percent sales and use taxes are distributed. An adjustment factor is applied to the per capita allocation for each county. All 100 counties levy this one-half percent supplemental sales tax. Counties are also authorized under the Additional Supplemental Local Government Sales and Use Tax Act to levy an additional one-half percent sales tax. This additional supplemental sales tax is collected and distributed on the same basis as the supplemental one-half percent tax until October 1, 2009. On October 1, 2009 the distribution will switch from per capita allocation to point-of-origin allocation. During the first 16 fiscal years in which this tax is in effect, 60% of the revenue derived by counties from this tax is required to be used for public school capital outlay purposes or to retire any indebtedness incurred by the county for these purposes during the period beginning five years prior to the date the taxes took effect. Counties may be relieved of the percentage restriction if it can demonstrate to the satisfaction of the Local Government Commission that it is able to meet the aforementioned capital outlay needs without resorting to proceeds of such tax. All 100 counties levy this additional supplemental one--half percent sales tax. Counties are also currently authorized under the Third One-Half Cent Local Government Sales and Use Tax Act, to levy an additional one-half cent local option sales tax. However, as a part of a Medicaid relief package for the counties, this third one-half cent tax will be replaced by the Local Government Hold Harmless Provision. Effective until October 1, 2008, this tax has been reduced to one-fourth cent and the remaining one-fourth cent tax will be eliminated effective October 1, 2009. The phase out of this tax is part of an effort to allow the State to assume the county's portion of the Medicaid expense over a three year period. The State must guarantee that each county's gain will be at least $500,000 for each fiscal year B-8 as a result of the State assuming the county Medicaid share. After the Third One-Half Cent tax is completely phased out on October 1, 2009, if the amount of a county's Medicaid cost assumed by the State plus $500,000 is less than the county's repealed local sales tax amount, the State must reimburse the county for the amount of the difference. Counties are to hold municipalities that are incorporated as of October 1, 2008, harmless for the phase-out of the Third One-Half Cent tax. The hold harmless funds are paid to municipalities by the Secretary of Revenue each month from funds obtained by reducing the county's monthly allocation of the local sales and use one per cent tax proceeds. The Medicaid relief package also provides for corresponding increases in the State sales tax to accompany the reduction of the Third One-Half Cent tax effective October 1, 2008 and its repeal on October 1, 2009. Thus, the State sales tax will increase by one-quarter cent on October 1, 2008, and by another one quarter cent on October 1, 2009. Alcoholic Beverage Control Store Profits The sale of liquor in the State is a government monopoly. Stores are operated by counties and municipalities that have been authorized and have chosen to establish them. The net profits of these stores are distributed to the units of local government in which they operate. The General Assembly has enacted numerous local acts prescribing different formulas for the distribution of profits. Local elections are authorized to permit sales of liquor by the drink by qualified restaurants and clubs. An additional tax of $20 per four liters is levied on liquor purchased by restaurants or clubs for resale as mixed beverages, and $10 of the $20 is paid to the State's General Fund. Intragovernmental Shared Revenues The excise tax levied by the State on beer, fortified and unfortified wine is shared with counties and municipalities in which the sale of these beverages is lawful. Counties and cities where beer and wine are sold receive on a per capita basis an annual distribution equal to the following percentages of the net amount of excise taxes collected on the sale of malt beverages and wine during the 12-month period ending March 31 each year: 23.75% of beer tax revenue, 62% of unfortified wine tax revenue and 22% of fortified wine tax revenue. A city or a county is eligible to share in both beer and wine excise tax revenues if beer and wine may legally be sold within its boundaries. If only one beverage may be sold, the city or county shares only in the excise tax for that beverage. Two hundred thousand dollars ($200,000) from the net proceeds of the excise tax collected on unfortified wine is appropriated quarterly to the Department of Commerce to be used to promote the North Carolina grape and wine industry. The local share of these collections is computed on the net proceeds after deducting the transfer to the Department of Commerce. Some counties and municipalities do not permit the sale of either beer or wine and thus do not receive any share of this revenue. In balancing the State Budget for 2009-11, the North Carolina General Assembly reduced amounts of beer and wine tax revenues distributed to cities and counties effective only for the fiscal year 2009-10 by changing the distributions percentages noted above to 20.47% of the beer tax revenue, 49.44% of the unfortified wine tax revenue and 18% of the fortified wine tax revenue. Under the utility franchise tax law, the State levies a gross receipts tax on certain public utilities at rates of 3.22% to 6%. Cities receive quarterly distributions equal to 3.09% of taxable gross receipts from sales within municipalities of electric power during the preceding calendar quarter, minus one-fourth of the city's hold back amount and one fourth of the city's proportionate share of the annual cost to administer. The State levies a sales tax on the gross receipts of telecommunications and ancillary services at a statutorily prescribed rate. The rate is equal to the sum of the State's sales tax rate and the rates of local sales taxes levied in all 100 Counties. Each quarter, the State distributes to cities 18.7. percent of these proceeds from that quarter, minus $2,620,948. B-9 The State imposes a State excise tax on the distribution of piped natural gas, with statutorily prescribed rates that decrease with the amount of piped natural gas used by each customer. The State distributes quarterly to each city served by piped natural gas one-half of the tax attributed to sales within that city. Cities and towns receive annually an allocation equal to the amount produced during the year by a 1.75 cents tax on each gallon of motor fuel. Payments are made from the collections of the prior fiscal year. Under the present distribution formula, the funds are allocated 75% on the basis of population of eligible municipalities and 25% on the basis of mileage of public streets not a part of the State highway system. Effective January 1, 2007, the local cable franchise system was replaced with a State-issued franchise system. All cities and counties receive shares of three state sales tax revenues-currently 7.7 percent of the net proceeds of taxes collected on telecommunications and ancillary services, 23.6 percent of the net proceeds of taxes collected on video programming services (other than direct-to-home satellite service), and 37.1 percent of the net proceeds of taxes collected on direct-to-home satellite services. The distributions can be used for any public purpose after earmarking provisions are met. The first $2 million of the local share of the proceeds from these three taxes must be used by the local governments to support local public, educational, or governmental (PEG) access channels. A city or county that imposed subscriber fees during the first six months of the 2006-07 fiscal year must use a portion of the funds distributed to it for the operation and support of PEG channels, equal to two times the amount of subscriber fee revenue the county or city certifies it imposed during the period. In addition, a city or county that used part of its franchise tax revenue in fiscal year 2005-06 for the operation and support of PEG channels, or a publicly owned and operated television station, must continue the same level of support. State and Local Fiscal Relations The State finances from State revenues (primarily individual income taxes, corporate income taxes and sales taxes) several governmental programs that are largely financed from local revenues in other states, thus decreasing reliance on the property tax for these purposes. The major programs of this nature are as follows: Public Schools and Community Colleges -- The State provides approximately 70% of the funds required for current operating costs of the public school and community college systems, while county government finances the greater portion of the capital costs of these systems. North Carolina school administrative units do not have independent tax-levying authority. The local share of the costs of the public school and community college systems are raised primarily by county government from its general revenues. Court System -- The State finances virtually all of the current operating costs of the General Court of Justice. County government is required to provide courthouses, certain jails and related judicial facilities. Correctional System -- The State finances all of the cost of correctional facilities used for confinement of convicted felons and long--term (more than 30 days) misdemeanants. Counties and some municipalities furnish jails for short--term misdemeanants and prisoners awaiting trial. Highway System – The State finances the cost of public roads and highways outside corporate limits of cities and towns. Effective July 2008, Counties may voluntarily participate in improvements to public roads and highways. Within cities and towns, the State finances the cost of major thoroughfares and streets connecting elements of the State highway System. Cities share responsibility with the State for State-maintained roads inside city limits and take full responsibility for the remaining public streets within town limits. B-10 APPENDIX C MANAGEMENT DISCUSSION AND ANALYSIS # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1# Management's Discussion and Analysis The Management's Discussion and Analysis of the financial activities of the City, lifted from the Comprehensive Annual Financial Report for the City for the fiscal year ended June 30, 2012, is included in this Appendix. Management's Discussion and Analysis provides an objective and easily readable short and long-term analysis of the City's financial activities based on currently known facts, decisions or conditions. Management's Discussion and Analysis is not a required part of the Basic Financial Statements but is supplementary information required by the Governmental Accounting Standards Board. The independent auditors of the City have applied certain limited procedures, which consist primarily of inquiries of management regarding the methods of measurement and presentation of the required supplementary information. However, they did not audit this information and did not express an opinion on it. C-1 # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1# C-2 MANAGEMENT’S DISCUSSION AND ANALYSIS (Dollar Amounts in Millions) This section of the City of Charlotte’s (City) annual financial report presents a narrative overview and analysis of the City’s financial performance for the fiscal year ended June 30, 2012. Please read it in conjunction with the transmittal letter at the front of this report and the City’s financial statements, which follow this section. FINANCIAL HIGHLIGHTS The assets of the City exceeded its liabilities at the close of the most recent fiscal year by $8,998.8, (net assets). Of this amount, $1,324.7 (unrestricted net assets) may be used to meet the government’s ongoing obligations to citizens and creditors. The overall financial position of the City improved in 2012 as evidenced by an increase in total net assets of $272.3. This increase was from both governmental ($102.1) and business-type ($170.2) activities. As of the close of the current fiscal year, the City’s governmental funds reported combined ending fund balances of $624.0, an increase of $5.4 in comparison with the prior year. This increase resulted from increased property tax revenue. Unassigned fund balance in the General fund was $88.4 at June 30, 2012 and represents a traditional fund balance reserve maintained for emergencies, liquidity and overall financial strength. This meets the City Council’s goal of 16 percent of the budget for fiscal year 2013. The amount exceeding the City Council’s goal of 16 percent, $5.7, is committed. The City maintained its AAA bond rating from all three major rating agencies. OVERVIEW OF THE FINANCIAL STATEMENTS This discussion and analysis serves as an introduction to the Components of the Annual Financial Report City’s basic financial statements. The basic financial statements present two different views of the City through the use of Management's Discussion and Analysis Basic Financial Statements government-wide statements and fund financial statements. diagram shows how This the Governmentwide Financial Statements components of the annual report are arranged and relate to one another. Summary C-3 Fund Financial Statements Notes to the Financial Statements Detail The first two statements (pages 31-33) are government-wide financial statements that provide both long-term and short-term information about the City’s overall financial status. The remaining statements (pages 34-51) are fund financial statements that focus on individual parts of the City government, reporting the City’s operations in more detail than the government-wide statements. The governmental funds statements tell how general government services like public safety were financed in the short term as well as what remains for future spending. A budgetary comparison statement has been provided for the General fund to demonstrate budgetary compliance. Proprietary funds statements offer short- and long-term financial information about the activities the City operates like businesses, such as the water and sewer system. The fiduciary funds statements reflect the financial relationship with the Firefighters’ Retirement System, which provides benefits exclusively for certain City employees, and the Employee Benefit Trust, which accumulates resources for the provision of other postemployment benefit payments for retirees and their beneficiaries. The financial statements also include notes that explain some of the information in the financial statements and provide more detailed data (pages 52-114). A section is also included with combining statements that provides details about nonmajor governmental funds, internal service funds, and fiduciary funds, each of which are totaled and presented in single columns in the basic financial statements. This section (pages 115-164) also includes detailed budgetary information required by North Carolina General Statutes. The remainder of this overview section explains the structure and contents of the government-wide and fund financial statements. Government-wide financial statements. The government-wide statements report information about the City as a whole using accounting methods similar to those used by private-sector companies. The statement of net assets includes all of the City’s assets and liabilities, with the difference between the two reported as net assets. Over time, increases or decreases in net assets may serve as a useful indicator of whether financial position is improving or deteriorating. Other nonfinancial factors such as changes in the City’s property tax base and the condition of the City’s roads must be considered to assess the overall health of the City. The statement of activities presents information showing how the City’s net assets changed during the most recent fiscal year. The statement accounts for all of the current year’s revenues and expenses regardless of when cash is received or paid. The government-wide financial statements are divided into three categories: Governmental activities - Most of the City’s basic services are included here, such as public safety, community planning and development, and streets and highways. Property taxes, other taxes, and grants and contributions finance most of these activities. Business-type activities - The City charges fees to customers to cover the costs of certain services provided. The City’s water and sewer system, storm water system, airport, and public transit system are included here. C-4 Component unit - The City’s annual report includes one other entity, the Charlotte Regional Visitors Authority. Although legally separate, the City appoints the governing board and provides financial support. Fund financial statements. The fund financial statements provide more detailed information about the City’s most significant funds, not the City as a whole. Funds are accounting groups that the City uses to keep track of specific sources of funding and spending for particular purposes. Some funds are required by State Statutes. Other funds are established to control and manage resources designated for specific purposes. The City has three kinds of funds: Governmental funds - Most of the City’s basic services are included in governmental funds, which focus on (1) the flow in and out of cash and other financial assets that can readily be converted to cash and (2) the balances left at year-end that are available for spending. These funds are reported using the modified accrual accounting basis and a current financial resources measurement focus. Consequently, the governmental funds statements provide a detailed short-term view that helps determine the financial resources available in the near future to finance the City’s programs. The relationship between governmental activities (reported in the Statement of Net Assets and the Statement of Activities) and governmental funds is described in a reconciliation that follows the governmental fund financial statements. The City adopts an annual budget for the General fund, as required by State Statutes. A budgetary comparison statement is presented for the General fund using the City’s budgetary basis of accounting. This statement reflects the following: (a) the original budget, (b) the final budget as amended, (c) actual resources, and (d) the variance between the final budget and actual resources. Because the budgetary basis of accounting differs from the modified accrual basis used in the funds statements, a reconciliation is provided at the end of the statement. Proprietary funds – Services for which the City charges customers a fee are generally reported in proprietary funds. Proprietary funds, like the government-wide statements, provide both long- and short-term financial information. The City has two types of proprietary funds. Enterprise funds are the same as the business-type activities (shown in the government-wide financial statements), but provide more detail and additional information, such as cash flows. Internal service funds are used to report activities that provide supplies and services for the City’s other programs and activities. These internal service activities predominately benefit governmental rather than business-type activities; therefore, they have been included with governmental activities in the government-wide financial statements. Fiduciary funds - The City is the trustee, or fiduciary, for the Firefighters’ Retirement System and the Employee Benefit Trust. The City is responsible for ensuring that the assets reported in these funds are used for their intended purposes. This fiduciary activity is reported in a separate statement of fiduciary net assets and a statement of changes in fiduciary net assets. These funds are excluded from the City’s government-wide financial statements because the City cannot use these assets to finance its operations. C-5 FINANCIAL ANALYSIS OF THE CITY AS A WHOLE Net assets. As noted earlier, net assets may serve over time as a useful indicator of a government’s financial position. For the City, assets exceeded liabilities by $8,998.8 at the close of the most recent fiscal year. A summary of the City’s net assets at June 30, 2012 and 2011 is presented below. Net Assets Governm ental Business-type Activities 2012 Current and other assets Capital assets Total assets Current and other liabilities Noncurrent liabilities Total liabilities Net assets: Invested in capital assets, net of related debt Restricted Unrestricted Total net assets Total Prim ary Activities Governm ent 2012 2011 2012 2011 897.8 5,886.7 $ 1,622.5 5,206.3 $ 1,454.2 5,076.1 $ 2,583.7 11,227.0 $ 2,352.0 10,962.8 6,981.9 6,784.5 6,828.8 6,530.3 13,810.7 13,314.8 132.9 1,564.0 111.4 1,490.2 139.8 2,975.2 135.1 2,851.5 272.7 4,539.2 246.5 4,341.7 1,696.9 1,601.6 3,115.0 2,986.6 4,811.9 4,588.2 4,642.1 221.8 421.1 4,523.2 233.3 426.4 2,493.3 316.9 903.6 2,450.4 256.0 837.2 7,135.4 538.7 1,324.7 6,973.6 489.3 1,263.6 $ 5,285.0 $ 5,182.9 $ 3,713.8 $ 3,543.6 $ 8,998.8 $ 8,726.5 $ 961.2 6,020.7 2011 $ By far the largest portion of the City’s net assets (79 percent) reflects its investment in capital assets (land, buildings, roads, bridges, etc.), less any related debt used to acquire those assets that are still outstanding. The City uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. An additional portion of the City’s net assets (6 percent) represents resources that are subject to external restrictions on how they may be used. The remaining balance of unrestricted net assets ($1,302.1) may be used to support operations and provide for payment of long-term debt. At the end of the current fiscal year, the City is able to report positive balances in all three categories of net assets, both for the government as a whole, as well as for its separate governmental and business-type activities. The same situation held true for the prior fiscal year. Government-wide net assets increased by $272.2 during the current fiscal year from increases in both governmental and business-type activities. The increases resulted in part from contributed assets including the addition of streets due to annexation and contributions of infrastructure assets from developers. C-6 Changes in net assets. The following table presents the City’s changes in net assets for the fiscal years ended June 30, 2012 and 2011: Change in Net Assets Governm ental Business-type Total Prim ary Activities Activities Governm ent 2012 Revenues Program revenues: Fees, fines and charges for services Operating grants and contributions Capital grants and contributions General revenues: Property taxes Other taxes Grants and contributions not restricted to specific programs Other Total revenues Program expenses Public safety Sanitation General administration Support services Engineering and property management Streets and highw ays Culture and recreation Community planning and development Interest and other charges Water Sew er Storm w ater Airport Public transit Total expenses Excess before transfers Transfers Increase in net assets Net assets - beginning Net assets - ending $ 93.9 78.6 121.7 2011 $ 87.3 64.0 103.0 2012 $ 591.4 12.6 73.9 2011 $ 552.0 12.9 85.3 2012 $ 685.3 91.2 195.6 377.3 272.2 2011 $ 639.3 76.9 188.3 377.3 206.4 362.8 190.1 65.8 57.3 18.5 (14.4) 17.0 12.1 7.7 17.5 882.0 836.3 751.4 725.0 1,633.4 1,561.3 347.4 47.9 45.0 35.4 24.9 114.4 17.9 73.5 55.1 - 324.9 48.2 38.3 21.4 27.3 119.0 10.1 83.6 57.4 - 116.6 132.8 20.7 168.7 160.8 105.1 141.7 20.2 160.3 151.1 347.4 47.9 45.0 35.4 24.9 114.4 17.9 73.5 55.1 116.6 132.8 20.7 168.7 160.8 324.9 48.2 38.3 21.4 27.3 119.0 10.1 83.6 57.4 105.1 141.7 20.2 160.3 151.1 761.5 730.2 599.6 578.4 1,361.1 1,308.6 120.5 (18.4) 106.1 (18.4) 151.8 18.4 146.6 18.4 272.3 - 252.7 - 18.5 (6.7) 362.8 247.4 17.0 29.6 102.1 5,182.9 87.7 5,095.2 170.2 3,543.6 165.0 3,378.6 272.3 8,726.5 252.7 8,473.8 $ 5,285.0 $ 5,182.9 $ 3,713.8 $ 3,543.6 $ 8,998.8 $ 8,726.5 Total government-wide revenues of $1,633.4 were derived primarily from grants and contributions (18 percent) and property and other taxes (40 percent). These sources of revenues increased 7 percent from the prior year, primarily due to increased sales tax due to the improving economy. The total expenses of all programs were $1,361.1. The expenses cover a range of services with the two largest being transportation (streets and highways, airport and public transit) for 33 percent and public safety (fire and police) for 26 percent. Transportation expenses increased over the prior year due in part to the addition of staff for the Blue Line Extension project. C-7 Governmental Activities Governmental Revenues by Source As shown in the chart, property, sales and other taxes (66 percent) and grants and contributions (25 percent) were the major sources of revenues 11% -2% for governmental activities. 25% 66% Governmental expenses increased from $730.2 to $761.5 during this fiscal year. Expenses in the Taxes (Property, sales, and other) Grants and contributions Fees, fines and charges for services Other current year related to the Democratic National Convention (funded by a Federal grant), purchase of digital radios, and the Broadband Technology Opportunities Programs where broadband access is being expanded in the area. As in prior years, public safety continues to be the largest expense with 46 percent in the current and 44 percent in the prior year. This chart highlights the net cost (total cost less fees generated by the activities and intergovernmental grants) of the City’s governmental programs mainly public safety, streets and highways and community planning and development. The net cost shows the financial support provided by taxes and other general revenue sources not restricted to specific programs. Governmental Expenses Compared with Program Revenues $400 $300 $200 Community planning and development Culture and recreation Engineering and property management Program revenues Streets and highways Expenses Support services General administration Sanitation $- Public safety $100 In addition to property and other taxes, the total cost of services of $761.5 was supported by $200.3 provided by other governments and organizations for specific programs and $93.9 provided by fees, fines and charges from those who directly benefited from the programs. C-8 Business-type Revenues by Source Business-type Activities 9% 11% Revenues for the business-type activities were $751.4, an increase of 4 percent from the prior year. 1% 79% This increase is due in part to a 8.8 percent increase in water and sewer rates in the Fees, fines and charges for services current year. Grants and contributions Sales taxes levied for Public Transit The chart below highlights the net cost of the Other City’s business-type programs. For all business- type activities except Public Transit, user rates and fees are established to provide for operating expenses, debt service costs and adequate working capital. Public transit passenger fares are established to provide reasonably priced public mass transportation and therefore may not cover all operating costs. In addition to fare revenues, state operating assistance grants, a one-half percent sales tax and contributions from other local governments fund the transit program. Business-type Expenses Compared with Program Revenues $250 $200 $150 $100 $50 Expenses Public transit Airport Storm water Sewer Water $- Program revenues Airport expenses increased $8.4 or 5 percent from the prior year due in part to increased fuel costs, the expansion of runways and issuing new debt. Transit expenses increased $9.7 or 6 percent from the prior year due in part to the purchase of new equipment such as buses, the addition of staff for the Blue Line Extension project and the North Davidson facility renovation was also completed. C-9 FINANCIAL ANALYSIS OF THE CITY’S FUNDS The City uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Governmental funds. The focus of the City’s governmental funds is to provide information on nearterm inflows, outflows, and balances of spendable resources. Such information is useful in assessing the financing requirements. In particular, unassigned fund balance may serve as a useful measure of a government’s net resources available for spending at the end of the fiscal year. At June 30, 2012, the governmental funds reported a combined fund balance of $624.0, an increase of $5.4, or 1 percent from last year. This amount consists of the following: (a) $4.1 nonspendable for inventories and perpetual care, (b) $218.7 restricted for State Statutes, special obligation debt service and specific programs, (c) $95.3 committed primarily for capital projects, (d) $217.5 assigned for debt service and specific programs, and (e) $88.4 unassigned. The general fund is the chief operating fund of the City. At the end of the current fiscal year, unassigned fund balance of the general fund was $88.4, while total fund balance reached $159.2. The City’s Capital Investment Plan Financial Policies include a policy to maintain fund balance at 16 percent of the operating budget. Any portion in excess of 16 percent is dedicated to capital expenses, unless otherwise directed by City Council. $5.7 is committed for capital projects. Other major governmental funds are the debt service and the capital projects funds. The debt service fund has a total fund balance of $229.9, all of which will be used for either the payment of debt service or is restricted by State Statutes. Debt service fund balance increased $9.4 from the prior year due primarily to transfers from other funds to pay future debt service. The capital projects fund has a total fund balance of $86.9, all of which is committed for future capital projects. Capital project fund balance decreased $5.1 from the prior year due to construction of public facilities. Proprietary funds. Proprietary funds provide the same type of information found in the governmentwide financial statements, but in more detail. Unrestricted net assets at the end of the year amounted to $342.8 in the Water and Sewer fund, $47.9 in the Storm Water fund, $365.6 in the Airport fund and $150.2 in the Public Transit fund. The change in net assets for the funds was $54.0, $35.5, $60.4 and $16.5 respectively. Factors concerning the finances of these funds have already been addressed in the discussion of the business-type activities. C-10 GENERAL FUND BUDGETARY HIGHLIGHTS During the fiscal year, City Council approved several immaterial budget amendments. The most significant amendments related to funding a transfer from the debt service fund from general obligation bond refunding savings to be applied to the other post-employment benefit liability. Revenues were $5.4 above the final budgeted amount. Property tax revenues were $6.1 greater than expected due in part to lower than estimated rebates and higher than expected collection rates. The fiscal 2012 budget reflected slow growth following a three-year period of economic decline, which the City weathered through budget reductions and conservative financial strategies. As a result, the most significant expenditure increases were $2.3 to fund 50 police officers hired under the American Recovery and Reinvestment Act Grant, $1.6 to fund increased operating costs for Police, and $1.0 for maintenance and repair of the digital and analog Public Safety Radio System. Actual expenditures were $2.9 below final budget amounts for fiscal year 2012. CAPITAL ASSET AND DEBT ADMINISTRATION Capital Assets. At June 30, 2012, the City had $11,227.0 (net of accumulated depreciation) in capital assets consisting primarily of land, buildings, roads, and water and sewer lines. This amount represents a net increase of $264.2, or 2 percent over last year. The following is a summary of capital assets at June 30, 2012 and 2011: Capital Assets (Net of Depreciation) Governm ental Business-type Total Prim ary Activities Activities Governm ent 2012 Land Buildings Improvements other than buildings Infrastructure Intantibles Machinery and equipment Construction in progress Totals 2011 2012 2011 2012 $ 3,110.4 809.1 1,652.2 1.7 43.9 403.4 $ 3,045.5 822.1 1,653.6 1.6 41.2 322.7 $ 388.7 325.6 3,229.0 3.4 133.9 1,125.7 $ 382.3 341.9 3,236.6 3.8 125.4 986.1 $ $ 6,020.7 $ 5,886.7 $ 5,206.3 $ 5,076.1 $ 11,227.0 C-11 3,499.1 1,134.7 3,229.0 1,652.2 5.1 177.8 1,529.1 2011 $ 3,427.8 1,164.0 3,236.6 1,653.6 5.4 166.6 1,308.8 $ 10,962.8 This year’s major capital asset additions included: Discovery Place museum improvements - $.9 Streets in annexed areas - $110.9 Water main construction - $9.5 Sanitary sewer rehabilitation - $11.4 Airport Master Plan land acquisition - $5.3 Airport ticket lobby renovations - $5.5 Bus expansion and replacement - $18.9 At June 30, 2012, authorized and unexpended capital projects totaled $1,866.9 as follows: governmental ($558.2), water and sewer ($798.2), airport ($299.9), storm water ($117.8), and public transit ($92.8). The City has plans to issue additional debt to finance these projects in addition to using resources currently available. More detailed information about the City’s capital assets is presented in Note 4.f. to the financial statements. Long-term Debt. At June 30, 2012, the City had $4,335.3 of debt outstanding in bonds, installment purchases, commercial paper notes, derivative instrument liability, and other financing agreements. This was a increase of $146.9 or 4 percent over last year. Details by type of debt are presented in the following table: Outstanding Debt Governm ental Activities General obligation bonds (backed by the City’s taxing authority) Revenue bonds (backed by specific fee revenues) Special obligation bonds Installment purchases Commercial paper notes Derivative instrument liability Other financial agreements Totals Business-type Activities Total Prim ary Governm ent 2012 2011 2012 2011 2012 2011 $ 547.2 $ 456.0 $ 241.4 $ 266.6 $ 788.6 $ 722.6 10.1 712.2 24.1 68.0 56.4 11.0 722.8 109.2 28.3 58.0 2,404.9 163.8 101.6 5.6 2,299.4 173.4 57.4 6.3 2,404.9 10.1 876.0 24.1 169.6 62.0 2,299.4 11.0 896.2 109.2 85.7 64.3 $ 1,418.0 $ 1,385.3 $ 2,917.3 $ 2,803.1 $ 4,335.3 $ 4,188.4 New debt for 2012 resulted from issuing general obligation bonds ($175.5) to repay commercial paper notes for governmental activities and to refund debt; and Airport revenue bonds ($201.6) for airport improvements and constructing a consolidated rental car facility. C-12 The City’s sound financial condition is evidenced by the continuation of its Aaa rating from Moody’s Investors Service and AAA rating from Standard & Poor’s Ratings Services and Fitch Ratings. Charlotte is one of the few cities in the nation that maintains the highest financial category rating from these major rating agencies. This achievement is a primary factor in keeping interest costs low on the City’s outstanding debt. The City’s total debt of $4,335.3 arises from both governmental and business-type activities. The largest portion of debt is revenue bonds (55 percent), which are backed by specific fee revenues, rather than the City’s taxing authority. North Carolina General Statutes limit the amount of general obligation debt that the City can issue to 8 percent of the total assessed value of taxable property. The legal debt margin for the City at June 30, 2012, was $5.2 billion. The City had $428.2 in authorized but unissued debt for streets, housing, and neighborhood improvements. More detailed information about the City’s long-term liabilities is presented in Note 4.j. of the financial statements. ECONOMIC FACTORS AND NEXT YEAR’S BUDGETS AND RATES The following economic indicators impact the City’s budget outlook: During fiscal year 2012, 14,572 building permits were issued with a value of over $2.4 billion compared to 13,209 permits for 2011. Retail sales during 2011 were $14.3 billion compared to $13.3 billion for 2010. The June 2012 unemployment rate was 8.8 percent compared to 9.9 percent for the state and 8.4 percent for the nation. Assessed property valuations are expected to exceed $89.2 billion for 2012 compared to $85.5 billion for 2011, or an increase of 4 percent, and is due primarily to a county-wide revaluation. The fiscal 2013 operating budget reflects slow growth following the economic recession, weathered by the City through budget reductions and a continuation of conservative financial strategies. The fiscal 2013 capital budget primarily reflects Enterprise Fund projects, as City Council did not approve any new bond-supported General Fund capital projects. The General fund budget increased to $552.6. Property tax revenues including current and prior year collections, interest, and other penalties and rebates are expected to increase 4.7 percent over 2012. Sales tax and user fees are expected to increase 3.9 and 8.4 percent respectively. The most significant expenditure increases are $2.43 to fund 50 police officers hired under the American Recovery and Reinvestment Act Grant, $.7 for maintenance and repair of Fire vehicles and equipment plus fuel price escalations, $.9 for increased solid waste disposal costs, and $.4 for maintenance and repair of Solid Waste Service vehicles and equipment. C-13 The following are highlights for the 2013 budgets for the business-type activities: Utilities customers will experience an increase in the volume rate, fixed billing charge, and the availability fee for both water and sewer. The average monthly total water and sewer bill for residential customers is estimated to increase $3.30 per month. Operating expenses will increase by $128.8 over 2012. Storm water impervious surface fee rate will increase 6 percent while expenses are expected to increase by 5.3 percent. Airport revenues are expected to increase 10.5 percent largely due to cargo area and ground rent increases. Operating expenses are also expected to increase 10.5 percent. This increase is due primarily to increased transfers to debt service funds. Public transit revenues are expected to increase from the Sales and Use Tax by 4.5 percent along with $1.0 increase from advertising revenue. Operating expenditures are expected to increase 3.4 percent due in part to increased projected fuel costs. CONTACTING THE CITY’S FINANCIAL MANAGEMENT This financial report is designed to provide citizens, taxpayers, customers, investors and creditors with a general overview of the City’s finances and to demonstrate the City’s accountability. Questions concerning this report or requests for additional financial information should be directed to the City of Charlotte’s Finance Department, 600 East Fourth Street, Charlotte, NC 28202-2848. C-14 APPENDIX D FINANCIAL INFORMATION # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1# Financial Information The financial statements of the City have been audited by certified public accountants for the fiscal year ended June 30, 2012. Copies of these financial statements containing the unqualified report of the independent certified public accountant are available online at www.cafr.charmeck.org. The following financial statements are the Basic Financial Statements of the City, the notes thereto and certain required supplementary information, lifted from the Comprehensive Annual Financial Report of the City for the fiscal year ended June 30, 2012. D-1 # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1# D-2 CITY OF CHARLOTTE, NORTH CAROLINA STATEMENT OF NET ASSETS JUNE 30, 2012 (In Thousands) Primary Government Governmental Business-type Activities Activities ASSETS Cash and cash equivalents $ Receivables, net Due from other governmental agencies Due from component unit Due from primary government Internal balances Inventories Other Restricted assets: Temporarily restrictedCash and cash equivalents Investments Permanently restrictedCash and cash equivalents Receivables Notes receivable Deferred charges Deferred outflow of resources Other postemployment benefit assets (Note 5.f.) Pension assets (Note 5.b.) Capital assets (Note 4.f.) Land Buildings, improvements, infrastructure, intangibles, and machinery and equipment, net Construction in progress Total assets LIABILITIES Accounts payable/claims payable Deposits and retainage payable Accrued interest payable Due to component unit Due to primary government Unearned revenues Liabilities payable from restricted assets Noncurrent liabilities (Note 4.j.): Due within one year Due after one year Total liabilities NET ASSETS Invested in capital assets, net of related debt Restricted for: State statute Debt service Perpetual care - Nonexpendable Public safety Streets and highways Culture and recreation Community planning and development Passenger facility charges Contract facility charges Airport working capital Unrestricted Total net assets $ 689,316 18,227 71,982 7,407 3,003 1,004 272 Total $ 1,046,448 $ 75,115 62,309 (3,003) 8,581 - 1,735,764 93,342 134,291 7,407 9,585 272 Component Unit Charlotte Regional Visitors Authority $ 8,759 3,383 548 1,223 378 613 1,894 21,699 70,767 203,172 72,661 224,871 - 3,111 10 97,692 7,790 31,793 6,033 29,101 101,626 28,361 - 3,111 10 97,692 36,891 133,419 28,361 6,033 - 3,110,363 388,669 3,499,032 - 2,506,897 403,399 6,981,892 3,691,917 1,125,712 6,828,775 6,198,814 1,529,111 13,810,667 14,904 111,772 4,526 9,354 981 3,158 3,157 50,706 8,857 31,386 242 48,540 162,478 13,383 40,740 1,223 3,158 51,697 4,220 4,001 7,407 694 - 96,151 1,467,831 1,696,930 86,440 2,888,804 3,114,975 182,591 4,356,635 4,811,905 3,321 19,643 4,642,043 2,493,316 7,135,359 - 65,271 10,120 3,121 9,003 8,359 120,924 5,034 421,087 5,284,962 57,099 215,358 22,851 21,606 903,570 $ 3,713,800 65,271 67,219 3,121 9,003 8,359 120,924 5,034 215,358 22,851 21,606 1,324,657 8,998,762 The notes to the financial statements are an integral part of this statement. D-3 $ $ 20 (4,759) (4,739) CITY OF CHARLOTTE, NORTH CAROLINA STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2012 (In Thousands) ACTIVITIES Primary Government: GovernmentalPublic safety Sanitation General administration Support services Engineering and property management Streets and highways Culture and recreation Community planning and development Interest and other charges Total governmental Business-typeWater Sewer Storm water Airport Public transit Total business-type Total primary government Component Unit: Charlotte Regional Visitors Authority Expenses $ 347,380 47,925 45,030 35,427 24,876 114,400 17,856 73,513 55,101 761,508 Program Revenues Fees, Fines and Operating Capital Charges for Grants and Grants and Services Contributions Contributions $ 23,761 12,336 16,851 25,815 5,436 5,386 1,047 3,290 93,922 116,634 132,829 20,742 168,661 160,776 599,642 $ 1,361,150 115,459 177,377 52,075 219,990 26,508 591,409 $ 685,331 $ $ 53,458 31,909 $ 29,465 501 12 4,554 22,930 4,562 16,569 78,593 D-4 3,913 191 3,734 38 111,798 1,258 713 121,645 $ 8 8 12,570 12,586 91,179 $ 6,615 6,126 1,962 5,396 53,801 73,900 195,545 $ - $ - General revenues: TaxesProperty Sales Sales, levied for Public Transit Utility franchise Occupancy Prepared foods Business privilege Municipal vehicle Payment from City of Charlotte Grants and contributions not restricted to specific programs Investment earnings Miscellaneous Transfers Total general revenues and transfers Change in net assets Net assets - beginning Net assets - ending The notes to the financial statements are an integral part of this statement. $ Net (Expense) Revenue and Changes in Net Assets Primary Government Component Unit Charlotte Regional Governmental Business-type Visitors Activities Activities Total Authority $ (290,241) $ (34,897) (28,167) (5,878) (14,848) 25,714 (10,989) (52,941) (55,101) (467,348) (467,348) 5,448 50,682 33,295 56,725 (67,897) 78,253 78,253 $ (290,241) $ (34,897) (28,167) (5,878) (14,848) 25,714 (10,989) (52,941) (55,101) (467,348) - 5,448 50,682 33,295 56,725 (67,897) 78,253 (389,095) - - - - 377,309 82,730 36,442 32,590 22,523 16,375 15,740 - 65,754 - 377,309 82,730 65,754 36,442 32,590 22,523 16,375 15,740 - 19,066 18,513 (10,085) 3,427 661,318 272,223 8,726,539 $ 8,998,762 $ 47 160 19,273 (2,276) (2,463) (4,739) 18,513 (16,546) 6,461 2,167 1,260 (18,399) 18,399 569,444 91,874 102,096 170,127 5,182,866 3,543,673 $ 5,284,962 $ 3,713,800 (21,549) - D-5 CITY OF CHARLOTTE, NORTH CAROLINA BALANCE SHEET GOVERNMENTAL FUNDS JUNE 30, 2012 (In Thousands) ASSETS Cash and cash equivalents Receivables, net: Property taxes Accounts Other Total receivables Due from other governmental agencies Due from other funds Due from component unit Inventories Prepaid expenses Restricted assets: Cash and cash equivalents Investments Total restricted assets Notes receivable Total assets LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Deposits and retainage payable Due to other funds Due to component unit Deferred revenues Liabilities payable from restricted assets Total liabilities Fund balances: Nonspendable: Inventories Perpetual care Restricted: State statute Special obligation debt service Public safety Streets and highways Culture and recreation Community planning and development Committed: Capital projects Culture and recreation Component unit Assigned: Debt service Capital projects Community planning and development Unassigned Total fund balances Total liabilities and fund balances Other Total Capital Governmental Governmental Projects Funds Funds General Debt Service $ 163,082 $ 228,873 $ 74,651 6,176 3,252 9,428 38,489 3,585 1,004 - 142 142 3,592 5,460 - 901 5,127 6,028 3,784 298 - 191 4 57 252 26,117 22 7,410 8,383 57 15,850 71,982 3,585 5,758 1,004 22 46 $ 215,634 7 7 $ 238,074 1,894 21,692 23,586 44,862 $ 153,209 52,784 218,656 1,894 21,699 23,593 97,692 825,573 $ 43,021 2,395 503 10,565 56,484 $ 2,551 5,602 8,153 $ 10,204 1,502 200 51,200 3,157 66,263 1,004 - - - 3,121 1,004 3,121 61,679 - 3,592 10,120 - - 9,003 8,359 120,924 5,034 65,271 10,120 9,003 8,359 120,924 5,034 5,674 1,100 - 86,946 - 1,500 - 92,620 1,500 1,100 395 875 88,423 159,150 $ 215,634 216,209 229,921 $ 238,074 86,946 $ 153,209 147,941 218,656 216,209 395 875 88,423 623,958 825,573 The notes to the financial statements are an integral part of this statement. D-6 $ $ $ $ 139,481 10,859 629 3,585 781 54,861 70,715 $ $ $ $ 606,087 66,635 4,526 4,088 981 122,228 3,157 201,615 CITY OF CHARLOTTE, NORTH CAROLINA RECONCILIATION OF THE GOVERNMENTAL FUNDS BALANCE SHEET TO THE STATEMENT OF NET ASSETS JUNE 30, 2012 (In Thousands) Total fund balances for governmental funds $ 623,958 Total net assets reported for governmental activities in the statement of net assets is different because: Capital assets used in governmental activities are not financial resources and, therefore, are not reported in the funds. 6,020,650 Pension assets resulting from contributions in excess of the annual required contributions are not financial resources and therefore are not reported in the funds. 6,033 Other long-term assets are not available to pay for current-period expenditures and, therefore, are deferred in the funds. 162,149 Internal service funds are used to charge the costs of insured and uninsured risks of loss as well as employee health and life claims to individual funds. The assets and liabilities of the internal service funds are included in governmental activities in the statement of net assets. 38,795 Long-term liabilities are not due and payable in the current period and therefore are not reported in the funds. (Note 2.a.) Total net assets of governmental activities (1,566,623) $ The notes to the financial statements are an integral part of this statement. D-7 5,284,962 CITY OF CHARLOTTE, NORTH CAROLINA STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE YEAR ENDED JUNE 30, 2012 (In Thousands) REVENUES: Property taxes Other taxes Intergovernmental Licenses, fees and fines Investment earnings Private contributions Administrative charges Charges for current services Miscellaneous Total revenues EXPENDITURES: CurrentPublic safety Sanitation General administration Support services Engineering and property management Streets and highways Culture and recreation Community planning and development Debt servicePrincipal Interest and other charges Capital outlay Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Sales of capital assets Commercial paper issued Installment purchases issued Refunding debt issued Premium on debt issuance Private loan Payment to refunded bond escrow agent Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Fund balances - beginning Fund balances - ending Other Total Capital Governmental Governmental Projects Funds Funds General Debt Service $ 308,484 73,490 64,856 47,798 698 29,406 8,325 2,684 535,741 $ 55,242 13,294 1,414 55 1,417 1,258 570 73,250 $ 10,210 8,616 5,519 12,343 358 1,119 688 38,853 302,251 45,419 39,928 26,820 20,944 29,066 27,449 - - 38,136 275 2,051 4,028 1,773 27,300 13,632 23,766 340,387 45,694 41,979 30,848 22,717 56,366 13,632 51,215 491,877 72,849 58,606 131,455 137,506 137,506 110,961 72,849 58,606 137,506 871,799 43,864 (58,205) (98,653) 32,495 (80,499) $ 568 1,288 64,846 33,155 177,485 33,320 2,705 270 - (209,457) 6,366 69,994 18,134 (41,165) (3,712) (26,871) (34,231) 67,630 93,527 9,633 9,425 (5,126) 149,517 220,496 92,072 $ 159,150 $ 229,921 $ 86,946 $ The notes to the financial statements are an integral part of this statement. D-8 4,473 54,164 78,169 907 1,071 4,672 143,456 $ 378,409 149,564 149,958 61,103 3,544 2,377 29,406 8,325 8,614 791,300 87 1,943 64,846 33,155 177,485 36,025 270 (209,457) 16,710 111,204 (57,855) (129,603) (41,058) 85,868 (8,563) 5,369 156,504 618,589 147,941 $ 623,958 CITY OF CHARLOTTE, NORTH CAROLINA RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2012 (In Thousands) Net change in fund balances - total governmental funds $ 5,369 The change in net assets reported for governmental activities in the statement of activities is different because: Governmental funds report capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. This is the amount by which capital outlays exceeded depreciation in the current period. (Note 2.b.) 26,079 The net effect of various miscellaneous transactions involving capital assets (i.e., sales and donations) is to increase net assets. (Note 2.b.) 107,885 Revenues in the statement of activities that do not provide current financial resources are not reported as revenues in the funds. 4,430 The issuance of long-term debt (e.g., bonds and installment purchases) provides current financial resources to governmental funds, while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction has any effect on net assets in the government-wide statements. Also, governmental funds report the effect of issuance costs, premiums, discounts and similar items when debt is issued, whereas these amounts are deferred and amortized in the statement of activities. This amount is the net effect of these differences in the treatment of long-term debt and related items. (Note 2.b.) (48,439) Some expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds. (Note 2.b.) (1,468) Internal service funds are used to charge the costs of insured and uninsured risks of loss as well as employee health and life claims to individual funds. The net revenue of certain activities of the internal service funds is reported with governmental activities. 8,240 Change in net assets of governmental activities $ 102,096 The notes to the financial statements are an integral part of this statement. D-9 CITY OF CHARLOTTE, NORTH CAROLINA STATEMENT OF BUDGETARY COMPARISON GENERAL FUND FOR THE YEAR ENDED JUNE 30, 2012 (In Thousands) Budgeted Amounts Original Final Actual (Budgetary Basis) Variance with Final Budget Positive (Negative) 308,484 69,504 36,442 13,991 4,082 12,082 15,822 15,603 2,454 9,111 3,082 5,396 4,253 492 1,202 568 939 3,607 29,195 6,366 542,675 7,406 550,081 $ 204,420 101,630 46,291 20,844 17,922 11,625 4,922 1,521 2,223 500 15,473 4,229 10,387 30,622 1,426 76,046 550,081 $ Resources (inflows): Property tax Sales tax Utilities franchise tax Police services Tax reimbursements Solid waste fee Business privilege licenses Licenses and permits Fines, forfeits and penalties Interlocal grants and agreements Federal and state shared revenues General government Public safety Cemeteries Use of money and property Sale of salvage and land Other Occupancy taxes Intragovernmental Transfers from other funds Resources available for appropriation Fund balance appropriated Total amounts available for appropriation $ 302,389 66,800 37,600 14,006 3,916 12,290 16,800 15,609 2,907 9,452 2,023 3,904 3,915 503 1,271 1,816 963 3,276 26,826 3,032 529,298 16,061 $ 545,359 $ 302,389 66,800 37,600 14,006 3,916 12,290 16,800 15,665 2,907 10,649 2,053 3,904 3,915 503 1,178 1,816 983 3,276 30,218 6,443 537,311 15,716 $ 553,027 $ Charges to appropriations (outflows): Police Fire Solid waste Transportation Engineering and property management Neighborhood development Planning Mayor and council City attorney City clerk City manager Human resources Finance Business support services Budget and evaluation Non-departmentals Total charges to appropriations $ 203,349 100,430 46,360 22,073 20,459 12,123 5,470 1,468 2,239 534 16,422 4,656 10,674 25,756 1,665 71,681 $ 545,359 $ 204,652 101,630 46,528 20,981 18,388 11,910 5,470 1,550 2,239 533 15,483 4,656 10,674 30,622 1,665 76,046 $ 553,027 $ The notes to the financial statements are an integral part of this statement. D-10 $ $ $ $ 6,095 2,704 (1,158) (15) 166 (208) (978) (62) (453) (1,538) 1,029 1,492 338 (11) 24 (1,248) (44) 331 (1,023) (77) 5,364 232 237 137 466 285 548 29 16 33 10 427 287 239 2,946 CITY OF CHARLOTTE, NORTH CAROLINA RECONCILIATION OF THE STATEMENT OF BUDGETARY COMPARISON TO THE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GENERAL FUND FOR THE YEAR ENDED JUNE 30, 2012 (In Thousands) Sources (inflows) of resources: Actual amounts (budgetary basis) "available for appropriation" from the statement of budgetary comparison Differences - budget to GAAP: Contributed fund balance is a budgetary resource available for appropriation but is not a current-year revenue for financial reporting purposes. Transfers from other funds are inflows of budgetary resources but are not revenues for financial reporting purposes. Proceeds from the sale of salvage and land are budgetary resources but are regarded as other financing resources, rather than revenue, for financial reporting purposes. Total revenues as reported on the statement of revenues, expenditures and changes in fund balances - governmental funds Uses (outflows) of resources: Actual amounts (budgetary basis) "total charges to appropriations" from the statement of budgetary comparison Differences - budget to GAAP: Encumbrances for supplies and equipment ordered but not received are reported in the year the order is placed for budgetary purposes, but in the year the supplies are received for financial reporting purposes. Transfers to other funds are outflows of budgetary resources but are not expenditures for financial reporting purposes. Total expenditures as reported on the statement of revenues, expenditures and changes in fund balances - governmental funds The notes to the financial statements are an integral part of this statement. D-11 $ 550,081 (7,406) (6,366) (568) $ 535,741 $ 550,081 (17,039) (41,165) $ 491,877 CITY OF CHARLOTTE, NORTH CAROLINA STATEMENT OF NET ASSETS PROPRIETARY FUNDS JUNE 30, 2012 (In Thousands) Water and Sewer ASSETS Current assets: Cash and cash equivalents Receivables, netAccounts Other Total receivables Due from other governmental agencies Due from other funds Prepaid insurance Inventories Restricted assetsCash and cash equivalents Investments Total restricted assets Total current assets Noncurrent assets: Deferred charges Deferred outflow of resources Other postemployment benefit assets Capital assetsLand Buildings Improvements other than buildings: Water and sewer systems Storm water systems Runways Transit corridors Other Total improvements other than buildings Intangibles Machinery and equipment Construction in progress Total capital assets Less accumulated depreciation Total capital assets, net Total noncurrent assets Total assets D-12 Business-type Activities Storm Water Airport $ 218,084 $ 47,785 $ 678,473 43,847 643 44,490 606 1,339 6,873 175 7,048 2,352 - 20,248 2,004 22,252 3,318 - 2,555 5,259 7,814 272,333 1,691 1,691 58,876 66,521 197,913 264,434 968,477 11,627 101,626 17,897 880 1,404 14,726 7,078 40,378 25,763 - 297,504 626,667 3,541,365 3,541,365 13,238 27,259 535,319 4,183,322 1,099,933 3,083,389 3,214,539 3,486,872 184,457 184,457 3,359 69 299,918 487,803 40,995 446,808 449,092 507,968 392,108 85,647 477,755 34,785 104,231 1,540,942 533,894 1,007,048 1,028,852 1,997,329 Enterprise Funds Public Transit Total $ Governmental Activities Internal Service Funds 102,106 $ 1,046,448 $ 86,340 993 332 1,325 56,033 7,242 71,961 3,154 75,115 62,309 8,581 540 540 503 250 - 166,706 70,767 203,172 273,939 1,466,392 87,633 1,868 1,982 29,101 101,626 28,361 - 50,787 85,840 388,669 738,270 - 336,040 28,743 364,783 6,951 205,389 186,244 899,994 230,941 669,053 672,903 839,609 3,541,365 184,457 392,108 336,040 114,390 4,568,360 23,548 267,502 1,125,712 7,112,061 1,905,763 5,206,298 5,365,386 6,831,778 159 159 150 9 9 87,642 Continued on next page D-13 CITY OF CHARLOTTE, NORTH CAROLINA STATEMENT OF NET ASSETS-(Continued) PROPRIETARY FUNDS JUNE 30, 2012 (In Thousands) Water and Sewer LIABILITIES Current liabilities: Accounts payable Claims payable Deposits and retainage payable Accrued interest payable Due to component unit Current maturities of long-term liabilities Current liabilities payable from restricted assetsAccounts payable Deposits and retainage payable Accrued interest payable Revenue bonds payable Total current liabilities payable from restricted assets Total current liabilities Noncurrent liabilities: General obligation bonds payable - net of deferred amount on refunding and unamortized premium Revenue bonds payable - net of deferred amount on refunding and unamortized premium Other financing agreements - net of unamortized premium Derivative instrument liability Federal revolving loan payable Refundable water and sewer construction deposits Due to participants Compensated absences payable Net OPEB liability Total noncurrent liabilities Total liabilities NET ASSETS Invested in capital assets, net of related debt Restricted for: Debt service Passenger facility charges Contract facility charges Working capital Unrestricted Total net assets $ 9,389 3,890 30,283 73,394 D-14 $ 5,923 2,888 512 4,910 $ 19,181 1,492 242 770 1,990 - - 3,865 2,169 19,846 20,670 1,990 118,946 14,233 46,550 68,235 211,603 9,812 - 1,434,631 9,223 101,626 4,789 1,484 1,763,356 1,882,302 110,674 126 247 120,859 135,092 848,881 742 849,623 917,858 1,258,432 323,267 401,919 3,302 342,836 $ 1,604,570 1,691 47,918 $ 372,876 52,106 215,358 22,851 21,606 365,631 $ 1,079,471 Adjustment to reflect the consolidation of internal service fund activities related to enterprise funds. Net assets of business-type activities The notes to the financial statements are an integral part of this statement. Business-type Activities Storm Water Airport Enterprise Funds Public Transit Total $ $ 16,213 587 591 7,366 $ 50,706 8,857 31,386 242 86,440 Governmental Activities Internal Service Funds $ 45,137 - - 5,855 2,169 19,846 20,670 - 24,757 48,540 226,171 45,137 - 221,415 - 152,900 2,066 154,966 179,723 2,394,186 162,123 101,626 126 4,789 4,539 2,888,804 3,114,975 6,439 146 128 6,713 51,850 509,698 2,493,316 9 150,188 659,886 57,099 215,358 22,851 21,606 906,573 3,716,803 35,783 35,792 $ (3,003) $ 3,713,800 D-15 CITY OF CHARLOTTE, NORTH CAROLINA STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET ASSETS PROPRIETARY FUNDS FOR THE YEAR ENDED JUNE 30, 2012 (In Thousands) Water and Sewer OPERATING REVENUES: Charges for services Availability fees Capacity fees Miscellaneous Total operating revenues OPERATING EXPENSES: Administration Operations and maintenance Claims and insurance premiums Other Depreciation Total operating expenses Operating income (loss) NONOPERATING REVENUES (EXPENSES): Sales tax Grant contributions Passenger facility charges Contract facility charges Investment earnings Interest expense and other charges Non-airline terminal revenue distribution Miscellaneous Total nonoperating revenues (expenses) Income (loss) before contributions and transfers CAPITAL CONTRIBUTIONS TRANSFERS IN TRANSFERS OUT Change in net assets Total net assets - beginning Total net assets - ending $ 255,742 25,813 7,443 3,838 292,836 30,782 70,235 1,475 88,601 191,093 101,743 Business-type Activities Storm Water Airport $ 52,075 52,075 $ 132,144 1,792 10,288 3,087 15,167 36,908 13,320 46,741 19,289 37,935 117,285 40,704 25,845 157,989 16 53,094 8,907 1,316 328 4,217 (60,188) (5,679) (33,954) (17,913) (1,616) 2,015 (55) (60,472) (3,336) 14,296 41,271 33,572 55,000 12,741 1,962 5,396 54,012 35,534 60,396 1,550,558 337,342 1,019,075 $ 1,604,570 $ 372,876 $ 1,079,471 Adjustments to reflect the consolidation of internal service fund activities related to enterprise funds. Change in net assets of business-type activities The notes to the financial statements are an integral part of this statement. D-16 Enterprise Funds Public Transit Total $ 26,508 26,508 $ $ 466,469 25,813 7,443 29,683 529,408 Governmental Activities Internal Service Funds $ 102,003 102,003 11,640 102,602 40,380 154,622 (128,114) 57,534 229,866 20,764 170,003 478,167 51,241 6,854 83,817 2 90,673 11,330 65,754 12,570 600 (7,420) 916 72,420 (55,694) 53,801 18,402 (3) 16,506 643,380 659,886 65,754 12,586 53,094 8,907 6,461 (107,241) (17,913) 1,260 22,908 74,149 73,900 18,402 (3) 166,448 589 589 11,919 11,919 23,873 35,792 $ 3,679 $ 170,127 D-17 CITY OF CHARLOTTE, NORTH CAROLINA STATEMENT OF CASH FLOWS PROPRIETARY FUNDS FOR THE YEAR ENDED JUNE 30, 2012 (In Thousands) Business-type Activities Water and Storm Sewer Water Airport CASH FLOWS FROM OPERATING ACTIVITIES: Receipts from customers Receipts from participants Payments to suppliers Internal activity - (payments to) receipts from other funds Receipts from trust Payments to employees Payments to airlines for non-airline terminal revenue distribution Payments for claims Payments for premiums Other receipts (payments) Net cash provided (used) by operating activities CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Operating grants Sales tax Transfers Net cash provided by noncapital financing activities CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Proceeds from capital debt Water and sewer construction deposits Passenger facility charges Contract facility charges Acquisition and construction of capital assets Principal paid on capital debt Interest and other charges paid on capital debt Capital contributions Net cash provided (used) by capital and related financing activities CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of investments Proceeds from sale and maturities of investments Interest received Net cash provided (used) by investing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents - beginning of year Cash and cash equivalents - end of year D-18 $ 287,634 $ 51,762 $ 165,747 (45,252) (3,937) (54,582) (22,083) (1,961) (9,650) (35,521) (5,361) (15,835) (7,360) 177,418 238 238 951 41,454 - (18,577) 31 67,134 - 1,515 24 (110,342) (63,157) (81,632) 268 (37,331) (4,424) (6,168) - 205,387 52,933 8,744 (78,837) (38,840) (32,840) 23,258 (253,324) (47,923) 139,805 (7,063) - (279,582) 103,986 150,443 798 321 3,958 97,721 321 (125,181) 22,053 (6,148) 81,758 198,586 55,624 663,236 $ 220,639 $ 49,476 $ 744,994 Enterprise Funds Public Transit Total $ $ 26,251 $ (47,726) (9,236) (58,183) Governmental Activities Internal Service Funds 531,394 $ (151,497) (42,930) (114,900) 37,884 (5,376) 59,427 17,345 (1,530) 1,158 (87,736) (18,577) (5,220) 198,270 12,570 64,071 18,398 95,039 12,808 64,071 18,398 95,277 - (40,562) (6,122) (7,415) 38,071 206,902 24 52,933 8,744 (267,072) (112,543) (128,055) 61,597 - (16,028) (177,470) - (286,645) 254,429 607 5,684 607 (26,532) (8,118) 89,545 110,224 1,027,670 102,106 $ 1,117,215 $ (79,685) (16,229) 11,836 597 597 12,433 73,907 86,340 Continued on next page D-19 CITY OF CHARLOTTE, NORTH CAROLINA STATEMENT OF CASH FLOWS-(Continued) PROPRIETARY FUNDS FOR THE YEAR ENDED JUNE 30, 2012 (In Thousands) Business-type Activities Water and Storm Sewer Water Airport RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss) Adjustments to reconcile operating income (loss) to net cash provided (used) by operating activitiesDepreciation Other receipts (payments) Non-airline terminal revenue distribution Change in assets and liabilities: (Increase) decrease in receivables (Increase) decrease in due from other governmental agencies Decrease in due from other funds (Increase) decrease in inventories Decrease in prepaid insurance Decrease in other postemployment benefit assets Increase (decrease) in accounts payable (Decrease) in claims payable Increase in due to participants Increase in deposits and retainage payable Increase in due to component unit Increase (decrease) in compensated absences payable Increase in net OPEB liability Total adjustments Net cash provided (used) by operating activities NONCASH INVESTING, CAPITAL AND FINANCING ACTIVITIES: Donated assets Proceeds from refunding bonds Payment to refunded bond escrow agent Net noncash investing, capital and financing activities The notes to the financial statements are an integral part of this statement. D-20 $ 101,743 $ 36,908 88,601 (7,360) - $ 40,704 3,087 951 - 37,935 31 (18,577) (5,217) (313) 7,758 5 (106) 19 43 53 41 (683) 736 (1,020) 15 153 135 252 32 80 75,675 4,546 26,430 $ 177,418 $ 41,454 $ 67,134 $ 12,454 $ 93,390 (93,390) 2,045 - $ - $ 12,454 2,045 $ - $ Enterprise Funds Public Transit Total $ (128,114) $ 40,380 1,158 - $ 51,241 Governmental Activities Internal Service Funds $ 170,003 (5,220) (18,577) (257) 12 1 (905) 274 (462) 177 40,378 (87,736) $ $ - $ $ - $ 2 - 1,971 (89) 1 (886) 411 (1,429) 168 135 541 147,029 198,270 $ 14,499 $ 93,390 (93,390) 14,499 11,330 $ 605 298 65 (5,008) 4,517 (5) 32 506 11,836 - D-21 CITY OF CHARLOTTE, NORTH CAROLINA FIDUCIARY FUNDS STATEMENT OF FIDUCIARY NET ASSETS JUNE 30, 2012 (In Thousands) Firefighters' Retirement Pension Trust ASSETS Cash and cash equivalents Receivables: Employer contributions Member contributions Interest and dividends Total receivables Investments: Equity securities - stocks Fixed income securities - bonds Mutual funds Total investments Capital assets, at cost, net of accumulated depreciation of $284 Total assets LIABILITIES Deposits payable NET ASSETS Held in trust for pension/other postemployment benefits $ $ 6,209 $ 9,203 145 143 366 654 393 71 464 133,794 41,347 181,122 356,263 37,459 37,459 311 363,437 47,126 1,045 139 362,392 The notes to the financial statements are an integral part of this statement. D-22 Employee Benefit Other Employee Benefit Trust $ 46,987 CITY OF CHARLOTTE, NORTH CAROLINA FIDUCIARY FUNDS STATEMENT OF CHANGES IN FIDUCIARY NET ASSETS FOR THE YEAR ENDED JUNE 30, 2012 (In Thousands) Firefighters' Retirement Pension Trust ADDITIONS: ContributionsMember Employer Other Total contributions Investment income Net appreciation (depreciation) in fair value of investments Interest Dividends Investment expense Net investment income Total additions DEDUCTIONS: Benefits Refunds Insurance premiums Administration Depreciation Total deductions Change in net assets Net assets - beginning Net assets - ending $ 8,374 7,720 16,094 $ (1,481) 1,449 4,326 4,294 1,860 2,434 18,528 $ 21,135 505 517 49 22,206 (3,678) 366,070 362,392 $ The notes to the financial statements are an integral part of this statement. D-23 Employee Benefit Other Employee Benefit Trust 6,140 15,375 263 21,778 1,631 445 2,076 187 1,889 23,667 11,803 5,141 401 17,345 6,322 40,665 46,987 CITY OF CHARLOTTE, NORTH CAROLINA INDEX TO THE NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2012 Note 1. Topic Page SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reporting Entity .................................................................................................................................... D-26 Basis of Presentation ............................................................................................................................ D-27 Measurement Focus and Basis of Accounting ..................................................................................... D-29 Assets, Liabilities and Net Assets/Fund Balances Cash and Investments ................................................................................................................... D-30 Receivables and Payables ............................................................................................................. D-30 Inventories ...................................................................................................................................... D-31 Capital Assets ................................................................................................................................ D-31 Compensated Absences ................................................................................................................ D-31 Long-term Liabilities ....................................................................................................................... D-32 Net Assets/Fund Balances ............................................................................................................. D-32 2. RECONCILIATION OF GOVERNMENT-WIDE AND FUND FINANCIAL STATEMENTS Explanation of certain differences between the governmental funds balance sheet and the government-wide statement of net assets………………… .................................................................. D-35 Explanation of certain differences between the governmental funds statement of revenues, expenditures and changes in fund balances and the government-wide statement of activities .......... D-36 3. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY Budgetary Information .......................................................................................................................... D-38 4. DETAILED DISCLOSURES ON ALL FUNDS Deposits ................................................................................................................................................ D-38 Investments .......................................................................................................................................... D-39 Receivables .......................................................................................................................................... D-43 Property Taxes ..................................................................................................................................... D-43 Restricted Assets .................................................................................................................................. D-44 Capital Assets ....................................................................................................................................... D-45 Interfund Receivables, Payables and Transfers................................................................................... D-47 Payables ............................................................................................................................................... D-49 Deferred Revenues .............................................................................................................................. D-50 Long-term Liabilities ............................................................................................................................. D-51 General Obligation Bonds .............................................................................................................. D-53 Special Obligation Bonds ............................................................................................................... D-55 D-24 CITY OF CHARLOTTE, NORTH CAROLINA INDEX TO THE NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 Note 4. Topic Page DETAILED DISCLOSURES ON ALL FUNDS-(Continued) Revenue Bonds .............................................................................................................................. D-56 Installment Purchases .................................................................................................................... D-59 Commercial Paper ......................................................................................................................... D-60 Other Long-term Liabilities Section 108 Loan Guarantee................................................................................................... D-61 Private Loan............................................................................................................................. D-62 Municipal Systems ................................................................................................................... D-62 Federal Revolving Loan ........................................................................................................... D-63 Derivative Instruments ................................................................................................................... D-64 Refundings ..................................................................................................................................... D-67 Other Debt Information................................................................................................................... D-67 Early Extinguishment ..................................................................................................................... D-68 Subsequent Events ........................................................................................................................ D-68 Fund Balance........................................................................................................................................ D-68 5. PENSION PLANS AND OTHER BENEFITS Local Governmental Employees’ Retirement System .......................................................................... D-69 Charlotte Firefighters’ Retirement System ........................................................................................... D-69 Law Enforcement Officers’ Separation Allowance ............................................................................... D-72 Supplemental Retirement Income Plan for Law Enforcement Officers ................................................ D-74 Death Benefit Plan ................................................................................................................................ D-75 Other Postemployment Benefits ........................................................................................................... D-75 Deferred Compensation Plan ............................................................................................................... D-78 6. OTHER INFORMATION Airport Leasing Arrangements with Tenants ........................................................................................ D-79 Passenger Facility Charges .................................................................................................................. D-80 Insurance Employee Health and Life .............................................................................................................. D-80 Risk Management .......................................................................................................................... D-80 Commitments and Contingencies......................................................................................................... D-82 Arena…… ............................................................................................................................................. D-84 NASCAR Hall of Fame ......................................................................................................................... D-84 Cultural Arts Facilities ........................................................................................................................... D-85 US Airways ........................................................................................................................................... D-85 D-25 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2012 (Dollar Amounts In Thousands) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Reporting Entity The City of Charlotte (City) is a municipal corporation governed by an elected mayor and elevenmember council. The accompanying financial statements present the activities of the City and its two component units, entities for which the City is financially accountable. The Charlotte Firefighters’ Retirement System (System) is so intertwined with the City that it is, in substance, the same as the City. Accordingly, the System is blended and reported as if it was part of the City. The Charlotte Regional Visitors Authority (Authority) is reported in a separate column in the government-wide financial statements to emphasize that it is legally separate from the City. describes the City’s component units: Component Unit Reporting Method Criteria for Inclusion System provides Blended The following table Separate Financial Statements Charlotte The Charlotte Firefighters’ Retirement Firefighters’ Retirement retirement, disability and death benefits to civil service System 428 East Fourth Street, Suite 205 System employees of the Charlotte Fire Department. These Charlotte, North Carolina 28202 services are exclusively for the City. Charlotte A “special district” as defined Discrete Charlotte Regional Visitors Regional Visitors by state statutes. The City Council appoints the Authority 501 South College Street Authority governing board and the City Charlotte, North Carolina 28202 pays outstanding general obligation bonded debt. Net operating proceeds are to be used to pay principal and interest on the bonded debt or as otherwise directed by City Council. The Charlotte Housing Authority (Housing Authority), which is excluded from the City’s financial statements, is considered a related organization. The City Council appoints the Housing Authority’s governing board; however, the City is not financially accountable for the Housing Authority. The Charlotte Transit Center, Inc. is a joint venture resulting from an agreement between the City and Bank of America. The corporation was established to build and operate a public transportation terminal known as the Charlotte Transit Center (Center). The Board of Directors is comprised of two members appointed by the City and two members appointed by Bank of America. The City provided D-26 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) the land and Bank of America constructed the building. The Center has two sections, transit and retail. The City funds all expenses related to the transit section and common areas which benefit transit riders and employees. Bank of America funds all expenses related to the retail area which is available for lease to tenants. The City does not have an equity interest but does have an ongoing financial responsibility because the Center’s existence depends on continued funding by the City. The City’s expenditures related to the transit section are reflected in the Public Transit Enterprise Fund. The financial statements of the Center, which has a December 31 year-end, may be obtained from the following address: Charlotte Transit Center, Inc c/o Lincoln Harris, LLC 401 North Tryon Street, Suite 200 Charlotte, North Carolina 28202 b. Basis of Presentation Government-wide Statements: The statement of net assets and the statement of activities display information about the primary government (the City) and its component unit. These statements include the financial activities of the overall government, except for fiduciary activities. Eliminations have been made to minimize the double counting of internal activities. These statements distinguish between the governmental and business-type activities of the City as well as the City and its discretely presented component unit. Governmental activities generally are financed through taxes, intergovernmental revenues, and other nonexchange transactions. financed in whole or in part by fees charged to external parties. Business-type activities are The statement of activities presents a comparison between direct expenses and program revenues for a given function or activity. Direct expenses are those that are clearly identifiable with a specific program. Program revenues include (a) charges paid by recipients of goods or services offered by the program and (b) grants and contributions that are restricted to meeting the operational or capital requirements of a particular program. Taxes and other items not properly included as program revenues are reported as general revenues. As a general rule the effect of interfund activity has been eliminated from the government-wide financial statements. Exceptions to this general rule are certain charges between the City’s enterprise functions and various other functions of the government. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. Fund Financial Statements: The fund financial statements provide information about the City’s funds. Separate statements for each fund category – governmental, proprietary, and fiduciary – are presented. The emphasis of fund financial statements is on major governmental and enterprise funds, each displayed in a separate column. All remaining governmental funds are aggregated and reported as nonmajor funds. D-27 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund’s principal ongoing operations. The principal operating revenues of the enterprise funds, charges for services, result from exchange transactions associated with the principal activity of the fund. Exchange transactions are those in which each party receives and gives up essentially equal values. Nonoperating revenues, such as subsidies and investment earnings, result from nonexchange transactions or ancillary activities. The City reports the following major governmental funds: General fund. This is the City’s primary operating fund. It accounts for all financial resources of the general government, except those required to be accounted for in another fund. Debt Service. This fund accounts for the resources accumulated and payments made for principal and interest on debt of governmental activities. Capital projects. This fund accounts for financial resources, primarily proceeds from bonds, other financing agreements and taxes, used for the acquisition, construction and improvement of capital equipment and facilities. The City reports the following major enterprise funds: Water and sewer. This fund accounts for the activities of Charlotte-Mecklenburg Utilities, provider of water and sewer services. Storm water. This fund accounts for the activities of Storm Water Services, administrator of storm water programs and policies. Airport. This fund accounts for the activities of the Charlotte/Douglas International Airport. Public transit. This fund accounts for the activities of the Charlotte Area Transit System, provider of public mass transportation. The City reports the following fund types: Internal service funds. These funds account for (a) the general insurance program of the City, as well as risk management services provided, on a cost-reimbursement basis, to other governmental units and agencies in Mecklenburg County, and (b) funds contributed by the City and its employees for health and life benefits. D-28 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Fiduciary funds. These funds account for (a) resources accumulated for the provision of benefit payments to the Charlotte Firefighters’ Retirement System members and their beneficiaries, and (b) resources accumulated for the provision of other postemployment benefit payments for retirees and their beneficiaries. c. Measurement Focus and Basis of Accounting Government-wide, Proprietary, and Fiduciary Fund Financial Statements: The government-wide, proprietary fund, and fiduciary fund financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded at the time liabilities are incurred, regardless of when the related cash flows take place. Nonexchange transactions, in which the City gives (or receives) value without directly receiving (or giving) equal value in exchange, include property taxes, grants, and donations. Revenue from property taxes is recognized in the fiscal year for which the taxes are levied. Revenue from grants and donations is recognized in the fiscal year in which all requirements have been satisfied. Governmental Fund Financial Statements: Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Under this method, revenues are recognized when measurable and available. The City considers all revenues reported in the governmental funds to be available if the revenues are collected within ninety days after the end of the current fiscal period except reimbursement grants which are accrued based on expenditures. Primary sources of revenue susceptible to accrual include occupancy tax, sales tax, Alcoholic Beverage Commission profits and federal and state grants. Expenditures are recorded when a liability is incurred, except for principal and interest on general debt, claims and judgments, and compensated absences, which are recognized as expenditures when payment occurs. General capital asset acquisitions are reported as expenditures in governmental funds. Proceeds of debt issues are reported as other financing sources. The government-wide and proprietary funds financial statements follow Financial Accounting Standards Board (FASB) Statements and Interpretations issued on or before November 30, 1989; Accounting Principles Board (APB) Opinions; and Accounting Research Bulletins, unless those pronouncements conflict with GASB pronouncements. Under the terms of grant agreements, the City funds certain programs by a combination of specific cost-reimbursement grants, categorical block grants, and general revenues. Thus, when program expenses are incurred, there are both restricted and unrestricted net assets available to finance the program. It is the City’s policy to first apply grant resources to such programs followed by general revenues. D-29 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) d. Assets, Liabilities and Net Assets/Fund Balances (1) Cash and Investments The City maintains a cash management pool to facilitate disbursement and investment and maximize investment income. Earnings on the pooled funds are apportioned and credited to the funds monthly based on the average daily balance of each fund. Since individual funds may deposit additional amounts at any time and may withdraw funds at any time without prior notice or penalty, the pool is used essentially as a demand deposit account and considered cash and cash equivalents. The pool is used by all funds except the Firefighters’ Retirement System Fund. For arbitrage purposes, the City also maintains separate pools for the proceeds of each bond sale subsequent to 1986 in compliance with the Internal Revenue Code relative to yield restrictions and rebate requirements. For funds not included in the pools described above, cash and cash equivalents consist of cash, demand deposits and short-term, highly liquid investments. Short-term refers to investments with an original maturity of three months or less at date of acquisition. Highly liquid investments are those that are both readily convertible to known amounts of cash and so near their maturity that the risk of changes in value because of changes in interest rates is insignificant. The restricted cash and cash equivalents/investments are restricted pursuant to bond covenants and other financing agreements. All restricted money market funds of the enterprise funds are considered cash and cash equivalents. The remaining amount of restricted assets is considered investments. Investments, except for North Carolina Capital Management Trust (NCCMT) and Firefighters’ Retirement System Fund, are reported at fair value as determined by quoted market prices. The securities of the NCCMT Cash Portfolio, a SEC registered money market mutual fund, are valued at fair value, which is the NCCMT’s share price. The NCCMT Term Portfolio’s securities are valued at fair value. Money market investments that have a remaining maturity at the time of purchase of one year or less are reported at amortized cost. Non-participating interest earning investment contracts are reported at cost. See Note 5.b., “Method Used to Value Investments,” for an explanation of reporting the Firefighters’ Retirement System’s investments at fair value. Component Unit: The authority considers investments with an original maturity of three months or less to be cash equivalents. (2) Receivables and Payables Activity between funds that are representative of lending/borrowing arrangements outstanding at the end of the fiscal year are referred to as “due to/from other funds.” Any residual balances outstanding between the governmental activities and business-type activities are reported in the governmentwide financial statements as “internal balances.” D-30 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Property tax and accounts receivables are shown net of an allowance for uncollectibles. Notes receivable in governmental funds consist of housing rehabilitation and economic development loans that are generally not expected or scheduled to be collected in the subsequent year. (3) Inventories Inventories are recorded as an expenditure/expense when consumed rather than when purchased. Inventories are valued at cost, which approximates market, using the first-in, first-out (FIFO) method. (4) Capital Assets Purchased or constructed capital assets are reported at cost or estimated historical cost. Donated capital assets are recorded at their estimated fair value at the date of donation. General infrastructure assets include annexed streets that were acquired or received substantial improvements subsequent to July 1, 1980 and are reported at estimated historical cost using deflated replacement cost. The cost of normal maintenance and repairs that do not add value to the assets or materially extend assets’ lives are not capitalized. Capital assets are assets with an initial, individual cost of more than $5, except intangible assets which have a minimum cost of $100. Capital assets are depreciated using the straight-line method over the following estimated useful lives: Buildings 20 - 40 years Infrastructure Improvements other than buildings 40 years 10 - 60 years Intangible 5 - 10 years Machinery and equipment 3 - 40 years Net interest cost on debt issued to finance the construction of capital assets was capitalized during the construction period in the Water and Sewer, Storm Water and Airport Enterprise Funds in the amounts of $18,486, $510, and $1,972, respectively, for the year ended June 30, 2012. (5) Compensated Absences Employees earn vacation leave at the rate of 10 to 20 days per year and can accrue a maximum of 20 to 40 days, depending on length of service. Unused vacation days are payable upon termination, resignation, retirement or death. D-31 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Employees accumulate sick leave at the rate of one day per month and can accrue an unlimited number of days. Sick leave can be taken for personal illness or illness of a member of the immediate family. Sick leave is lost upon termination or resignation. However, twenty percent of outstanding sick leave, with a maximum of 43.5 days, is payable upon retirement or death. Compensated absences payable includes accumulated unpaid vacation leave and sick leave. This liability is recorded in the government-wide and proprietary fund financial statements. (6) Long-term Liabilities In the government-wide financial statements and proprietary fund financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary funds statement of net assets. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of the bonds using the straight-line method. Bonds payable are reported net of the applicable premium or discount. Long-term liabilities are reported net of the deferred amounts on refunding. The deferred amount on refunding is the difference between the reacquisition price and the net carrying amount of the old debt. This amount is amortized as a component of interest expense, using the straight-line basis, over the life of the old debt or new debt, whichever is shorter. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of the debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. The City enters into interest rate swap agreements to modify interest rates on outstanding debt. The swaps are reported at fair market value in the government-wide financial statements and proprietary fund financial statements using hedge accounting. (7) Net Assets/Fund Balances Net Assets. Net assets in government-wide and proprietary fund financial statements are classified as invested in capital assets, net of related debt; restricted; and unrestricted. Restricted net assets represent constraints on resources that are externally imposed by creditors, grantors, contributors, bond covenants, regulations of other governments or by State statute. D-32 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Fund Balances. In the governmental fund financial statements, fund balance is composed of five classifications designed to disclose the hierarchy of constraints placed on how fund balance can be spent. North Carolina State law [G.S. 159-13(b)(16)] restricts appropriation of fund balance for the subsequent year’s budget to an amount not to exceed the sum of cash and investments minus the sum of liabilities, encumbrances, and deferred revenues arising from cash receipts as those amounts stand at the close of the fiscal year preceding the budget year. The governmental fund types classify fund balances as follows: Nonspendable fund balance – This classification includes amounts that cannot be spent because they are either (a) not in spendable form or (b) legally or contractually required to be maintained intact. Inventories – portion of fund balance that is not an available resource because it represents the year-end balance of ending inventories, which are not spendable resources. Perpetual care – portion of fund balance that is required to be retained in perpetuity for maintenance of cemeteries. Restricted fund balance – This classification includes amounts that are restricted to specific purposes externally imposed by creditors or imposed by law. Restricted for State statute – portion of fund balance that is not an available resource for appropriation in accordance with State law [G.S. 159-8(a)]. Restricted for Special obligation debt service – portion of fund balance that is legally restricted through financing agreements for future payment of debt service requirements. Restricted for Public safety – portion of fund balance that is restricted by revenue source for public safety expenditures. Restricted for Streets and highways – Powell Bill and other portion of fund balance that is restricted by revenue source for street construction and maintenance expenditures. For the Special Revenue funds, this amount represents the balance of the total unexpended Powell Bill and other grant funds. Restricted for Culture and Recreation – portion of fund balance that is restricted by revenue source for culture and recreation expenditures. D-33 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Restricted for Community planning and development – portion of fund balance that is restricted by revenue source for community planning and development expenditures. Committed fund balance – This classification includes amounts that can only be used for specific purposes imposed by ordinance approved by the City Council, the highest level of decision-making authority. Any changes or removal of specific purposes requires action by the City Council. Committed for Capital projects – portion of fund balance committed by the City Council for capital projects. Committed for Culture and recreation – portion of fund balance that is committed by contractual obligation for culture and recreation expenditures. Committed for Component unit – portion of fund balance committed by the City Council for the Charlotte Regional Visitors Authority. Assigned fund balance – This classification includes amounts that the City intends to use for specific purposes. Assigned for Debt service – portion of fund balance in the Debt Service fund that is not nonspendable, restricted, nor committed that will be used for future payment of debt service requirements. Assigned for Capital projects – portion of fund balance in the General fund that is not nonspendable, restricted, nor committed that will be used for low-income housing projects. Assigned for Community planning and development – portion of fund balance in the General fund that is not nonspendable, restricted, nor committed that will be used for business incentive expenditures. Unassigned fund balance – This classification includes amounts that have not been assigned to another fund or is restricted, committed, or assigned to specific purposes within the general fund. When expenditures are incurred for purposes for which both restricted and unrestricted fund balance is available, the City considers restricted amounts to have been spent first. For purposes of fund balance classification, expenditures are to be spent from restricted fund balance first, followed in order by committed, assigned, and unassigned fund balance. The City’s Capital Investment Plan Financial Policies which are approved annually by the City Council include a policy to maintain the General fund balance at sixteen percent of the operating budget. Any portion of the General fund balance in excess of sixteen percent of budgeted expenditures is dedicated to capital expenses, unless otherwise directed by City Council. D-34 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) 2. RECONCILIATION OF GOVERNMENT-WIDE AND FUND FINANCIAL STATEMENTS a. Explanation of certain differences between the governmental fund balance sheet and the government-wide statement of net assets The governmental fund balance sheet includes a reconciliation between fund balance - total government funds and net assets - governmental activities as reported in the government-wide statement of net assets. One element of that reconciliation explains that “Long-term liabilities are not due and payable in the current period and therefore are not reported in the funds.” The details of this $1,566,623 difference are as follows: Bonds and installment purchases payable Net of deferred amounts on refunding, premiums and discounts Commercial paper notes Derivative instrument liability Swaption borrowing payable Compensated absences Section 108 loan guarantee Private Loan Law enforcement officers' separation allowance Unfunded OPEB liability Accrued interest payable $ 1,269,509 72,885 24,094 68,019 7,931 42,721 9,342 39,100 15,250 8,418 9,354 Net adjustment to reduce fund balance - total governmental funds to arrive at net assets governmental activities $ 1,566,623 D-35 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) b. Explanation of certain differences between the governmental funds statement of revenues, expenditures and changes in fund balances and the government-wide statement of activities The governmental fund statement of revenues, expenditures and changes in fund balances includes a reconciliation between net changes in fund balances - total governmental funds and changes in net assets of governmental activities as reported in the government-wide statement of activities. One element of that reconciliation explains that “Governmental funds report capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense.” The details of this $26,079 difference are as follows: Capital outlay Depreciation expense Net adjustment to increase net changes in fund balances - total governmental funds to arrive at changes in net assets of governmental activities $ 126,483 (100,404) $ 26,079 Another element of that reconciliation states “The net effect of various miscellaneous transactions involving capital assets (i.e., sales and donations) is to increase net assets.” The details of this $107,885 difference are as follows: In the statement of activities, only the loss on the sale of capital assets is reported. However, in the governmental funds, the proceeds from the sale increase financial resources. Thus, the change in net assets differs from the change in fund balance by the cost of the capital assets sold. Donations of capital assets increase net assets in the statement of activities, but do not appear in the governmental funds because they are not financial resources. Net adjustment to increase net changes in fund balances - total governmental funds to arrive at changes in net assets of governmental activities D-36 $ (230) 108,115 $ 107,885 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Another element of that reconciliation states “The issuance of long-term debt (e.g., bonds and installment purchases) provides current financial resources to governmental funds, while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction has any effect on net assets. Also, governmental funds report the effect of issuance costs, premiums, discounts, and similar items when debt is issued, whereas these amounts are deferred and amortized in the statement of activities.” The details of this ($48,439) difference are as follows: Debt issued or incurred: Issuance of installment purchase Issuance of commercial paper notes Private loan Plus premium on debt issuance Less deferred amount on refunding Less issuance cost Derivative instrument Swaption borrowing Principal repayments: General obligation debt Installment purchases Commercial paper Section 108 loan guarantee Net adjustment to decrease net changes in fund balances - total governmental funds to arrive at changes in net assets of governmental activities $ (33,155) (64,846) (270) (36,025) 31 1,341 (20,838) (344) 36,982 44,572 21,880 2,233 $ (48,439) Another element of that reconciliation states, “Some expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds.” The details of this ($1,468) difference are as follows: Accrued interest Amortization on deferred amount on refunding Amortization of issuance costs Amortization of debt premiums Amortization of discounts Compensated absences Law enforcement officers' separation allowance Unfunded OPEB liability Change in pension assets Net adjustment to increase net changes in fund balances - total governmental funds to arrive at changes in net assets of governmental activities D-37 $ 172 (860) (579) 5,163 (32) (2,157) (1,929) (670) (576) $ (1,468) CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) 3. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY Budgetary Information As required by State statutes, prior to July 1 each year the City Council adopts an annual appropriation ordinance for all funds except those for which expenditures are authorized by project ordinance and the Internal Service and Fiduciary Funds. City funds budgeted by project ordinance include the Capital Projects Fund, Democratic National Convention, Public Safety and Other Grants, Neighborhood Development, Employment and Training, Stimulus Grants, and Emergency Telephone System Special Revenue Funds and the Enterprise Funds capital projects. The annual budgets are adopted at the fund level which is the legal level of budgetary control. Supplemental appropriations at this level require approval of the City Council. During the year, several amendments to the budget were necessary. Administrative control is maintained through the establishment of more detailed line-item budgets. The budget is entered into the accounting records and comparisons of actual to budget are made throughout the year. City administration has the authority to amend line-item budgets. The final budgets shown in the statements are as amended at June 30, 2012. Annual budgets are adopted on the modified accrual basis except that they include encumbrances for the current year. Current year’s appropriations are charged for encumbrances when commitments for the expenditures of monies are issued. Encumbrances outstanding at year-end are reported as reservations of fund balances and do not constitute expenditures or liabilities because the commitments will be reappropriated and honored during the subsequent year. The accompanying Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual (Non-GAAP Basis) - General Fund presents comparisons of the original and final budget with actual data. Since the legally adopted budget is on a basis which differs from GAAP, the actual data is similarly presented on a budgetary basis for comparison purposes. A reconciliation of the non-GAAP basis to the GAAP basis is presented. 4. DETAILED DISCLOSURES ON ALL FUNDS a. Deposits As of June 30, 2012, the bank balances and carrying amounts of bank deposits were as follows: Bank Balance City - Governmental and Business-type Activities City - Fiduciary Fund Component unit - Authority D-38 Carrying Amount $152,232 $ 133,913 83 9,197 15,412 8,398 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) All deposits of the City are made in board-designated official depositories and are secured as required by State statutes. The City may designate as an official depository any bank or savings and loan association whose principal office is located in North Carolina. Also, the City may establish time deposit accounts such as NOW and SuperNOW accounts, money market accounts, and certificates of deposit. All of the City’s deposits are either insured or collateralized by using the Pooling Method. Under the Pooling Method, a collateral pool, all uninsured deposits are collateralized with securities held by the State Treasurer’s agent in the name of the State Treasurer. Since the State Treasurer is acting in a fiduciary capacity for the City, these deposits are considered to be held by the City’s agent in the City’s name. The amount of the pledged collateral is based on an approved averaging method for non-interest bearing deposits and the actual current balance for interest bearing deposits. Depositories using the Pooling Method report to the State Treasurer the adequacy of their pooled collateral covering uninsured deposits. The State Treasurer does not confirm this information with the City or the escrow agent. Because of the inability to measure the exact amount of collateral pledged for the City under the Pooling Method, the potential exists for under collateralization, and this risk may increase in periods of high cash flows. However, the State Treasurer of North Carolina enforces strict standards of financial stability for each depository that collateralizes public deposits under the Pooling Method. The City has no policy regarding custodial credit risk for deposits. Of the City’s bank balances, $151,965 was covered at the federal depository insurance coverage level and $350 was covered by collateral held under the Pooling Method. Component Unit: The Authority must comply with the requirements of the State statutes as previously described for the City. Of the bank balances, $1,561 was covered by federal depository insurance (including coverage by the Certificate of Deposit Account Registry Service Program). The remaining balances were covered by collateral held under the Pooling Method. b. Investments State statute 159-30 authorizes the City and the Authority to invest in obligations of the United States or obligations fully guaranteed both as to principal and interest by the United States; obligations of the State of North Carolina; bonds and notes of any North Carolina local government or public authority; obligations of certain non-guaranteed federal agencies; certain high quality issues of commercial paper and bankers’ acceptances; repurchase agreements having third-party safekeeping; and the North Carolina Capital Management Trust (NCCMT), an SEC registered mutual fund. The City is not authorized to enter into reverse repurchase agreements. The investments of the Charlotte Firefighters’ Retirement System (System) Pension Trust fund are governed by the North Carolina Act (Act) establishing the System. This Act authorizes additional investment types which include corporate bonds, common stock, guaranteed investment contracts and mutual funds. The investments of the Employee Benefit Trust Plan (EBTP) are governed by state statute 14769.2(b)(1)-(6)&(8). This legislation authorizes additional investment types which include corporate bonds, common stock, and mutual funds. D-39 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) City - Governmental and Business-type Activities – The investments and maturities at June 30, 2012, were as follows: Investment type U.S. Agencies Commercial Paper Mutual Funds NCCMT Cash Portfolio NCCMT Term Portfolio* Total Investment Maturities (in Years) Less than 1 1-3 More than 3 Fair Value $ 1,490,943 100,000 70,243 233,068 8,000 $ 1,902,254 $ $ 434,525 100,000 N/A N/A 8,000 542,525 $ 945,711 N/A N/A $ 945,711 $ 110,707 N/A N/A $ 110,707 * Because the NCCMT Term Portfolio had a weighted average maturity of 0.17 years, it was presented as an investment with a maturity of 6-12 months. Interest Rate Risk. Although the City does not have a formal investment policy, internal investment guidelines prohibit maturities longer than five years which helps manage exposure to fair value losses in rising interest rate environments. Credit Risk. State law limits investments in commercial paper to the top rating issued by nationally recognized statistical rating organizations (NSRO’s). Although the City had no formal policy on managing credit risk, internal investment guidelines for commercial paper require at least two ratings from either Standard & Poor’s (S&P), Fitch Ratings (Fitch), or Moody’s Investors Service (Moody’s). As of June 30, 2012, the City’s investments in commercial paper carried at least S&P A1, Moody’s P1 or Fitch F1 ratings. The City’s investments in the NCCMT Cash Portfolio carried a credit rating of AAAm by S&P as of June 30, 2012. The City’s investment in the NCCMT Term Portfolio is unrated. The Term Portfolio is authorized to invest in instruments permitted by State statute 159-30 described above. The City’s investments in U.S. Agencies (Federal Home Loan Bank, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation and Federal Farm Credit Bank) are rated AA+ by S&P and Aaa by Moody’s. Custodial Credit Risk. For an investment, custodial credit risk is the risk that in the event of the failure of the counterparty, the City will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. At June 30, 2012, the City had no investments subject to custodial credit risk. The City had no formal policy on custodial credit risk. However, the City’s internal policy limits custodial credit risk by providing that security in the collateral be delivered to a third party safekeeping bank designated by the City. Concentration of Credit Risk. The City’s informal investment policy limits the amount of commercial paper or bankers acceptances to a maximum of 25 percent of the portfolio. For commercial paper, a maximum of $20 million may be invested in any one issuer. For bankers acceptances, the maximum investment is limited to 10 percent of the portfolio for any one issuer. D-40 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) City – Fiduciary Fund: Charlotte Firefighters’ Retirement System – The investments and maturities at June 30, 2012 were as follows: Investment type U.S. Treasuries U.S. Agencies Corporate bonds Common stocks Mutual funds Total Fair Value $ 5,314 12,566 23,467 133,794 181,122 $ 356,263 Investment Maturities (in Years) More than 1-5 6 - 10 10 $ 2,028 $ 1,432 $ 1,854 12,566 10,099 5,876 6,664 N/A N/A N/A N/A N/A N/A $ 12,127 $ 7,308 $ 21,084 Less than 1 $ 828 N/A N/A $ 828 Interest Rate Risk. The System does not have a formal investment policy that limits investment maturities. Credit Risk. The System is authorized to invest in bonds with a quality rating of no less than investment grade and unrated U.S. Treasuries and Agencies. The quality ratings of investments in fixed income securities as described by nationally recognized statistical rating organizations at June 30, 2012 are as follows: Quality Rating AAA Baa > AA Total credit risk debt securities US Government fixed income securities: Government National Mortgage Association U.S. Treasury Not rated Total fixed income securities Fair Value $ 11,532 17,177 28,709 Percentage of Portfolio 27.89% 41.54% 69.43% 2,673 5,315 4,650 41,347 6.47% 12.85% 11.25% 100.00% $ Concentration of Credit Risk. The System limits the amount of equity holdings in any one company to 8 percent of the market value of the portfolio; the amount of equity holdings in any one sector to 30 percent of the market value of the portfolio; and the amount of fixed-income securities in any one corporation to 5 percent of the market value of the portfolio. There is no limit on securities backed by the full faith and credit of the U.S. Government or any of its instrumentalities. In accordance with the Act, the System has invested in collateralized mortgage obligations (CMO) and mortgage backed securities. CMO and mortgage backed securities are based on cash flows from principal and interest payments on underlying mortgages. CMO rates trade in sympathy with treasury rates. At year-end, the System held $913 of these securities. D-41 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) City – Fiduciary Fund: Employee Benefit Trust Plan (EBTP) – At June 30, 2012, the EBTP had investments of $37,459 in mutual funds. Interest Rate Risk. The EBTP does not have a formal investment policy that limits investment maturities. Credit Risk. The EBTP adheres to state statutes which limit credit risk by limiting investments in below investment grade securities and restricting the purchase of non-exchange traded investments. Concentration of Credit Risk. The EBTP fund investments will be diversified by policy according to a strategic asset allocation across a range of company capitalizations in domestic and international equities as well as domestic and global bonds. The EBTP limits the amount of equity holdings in any one company to 8 percent of the market value of the portfolio; the amount of equity holdings in any one sector to 30 percent of the market value of the portfolio; and the amount of fixed-income securities in any one corporation to 5 percent of the market value of the portfolio. There is no limit on securities backed by the full faith and credit of the U.S. Government or any of its instrumentalities. Component Unit – At June 30, 2012, the Authority had investments of $190 in the NCCMT’s Cash Portfolio, which carried a credit rating of AAAm by Standard and Poor’s. D-42 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) c. Receivables Accounts receivable are presented net of allowance for uncollectibles in the accompanying financial statements. The receivables and applicable allowances for uncollectibles are as follows: Governmental General Debt Service Capital Projects Nonmajor Gross Net Receivable Allowance Receivable $ 36,620 3,103 12,468 3,737 $ 27,192 2,961 6,440 3,485 55,928 40,078 15,850 52,752 9,382 22,499 1,700 540 8,262 2,334 247 375 - 44,490 7,048 22,252 1,325 540 86,873 11,218 75,655 654 464 - 654 464 $143,919 $ 51,296 $ 92,623 Total Governmental Proprietary Water and Sewer Storm Water Airport Public Transit Internal Service Total Proprietary Fiduciary Firefighters' Retirement Employee Benefit Total $ 9,428 142 6,028 252 In February 2002, City Council approved an interest-free loan to the Authority for $5,000 for the renovation of Ovens Auditorium. In May 2007, the Council approved a new repayment schedule for the loan agreement. The term of the loan was extended by thirty years and established a $160 per year repayment through fiscal year 2037. At June 30, 2012 the balance of the loan outstanding was $3,758. d. Property Taxes Pursuant to State statutes, property taxes levied on July 1, the beginning of the fiscal year, are due September 1; however, penalties do not accrue until January 6. The taxes levied effective July 1, 2011, were based on the assessed values listed as of January 1, 2011, which is the lien date. D-43 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) The City and Mecklenburg County have a common tax base and overlapping bonded debt. Mecklenburg County is the City’s agent for listing and collecting property taxes levied. distribution of the City’s levy for 2012 (tax rate per $100 valuation) to its funds is shown below: General Debt Service Capital Projects Total The $ 0.3600 0.0650 0.0120 $ 0.4370 In addition, special taxes are levied on areas referred to as Municipal Services Districts. The purpose of these taxes is to aid the revitalization of these areas. The tax rates for 2012 for Districts 1, 2, 3, 4 and 5 were $.0168, $.0233, $.0358, $.0668 and $.0279, respectively. e. Restricted Assets Cash, cash equivalents and investments are restricted in the accompanying statements as follows by fund: GovernmentalDebt Service Capital Projects Total Governmental EnterpriseWater and Sewer Storm Water Airport Total Enterprise Total $ 7 23,586 23,593 7,814 1,691 264,434 273,939 $ 297,532 These fund assets are restricted pursuant to bond orders and other financing agreements. D-44 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) f. Capital Assets Capital asset activity for governmental activities for the year ended June 30, 2012 was as follows: Beginning Balance Governmental activitiesCapital assets, not being depreciated: Land Construction in progress Total capital assets, not being depreciated Ending Increases Decreases Balance $ 3,045,512 $ 64,875 $ 24 $3,110,363 322,745 121,823 41,169 403,399 3,368,257 186,698 41,193 3,513,762 1,051,832 2,344,308 12,963 157,460 12,962 57,933 620 17,632 78 5,594 1,064,794 2,402,163 13,583 169,498 3,566,563 89,147 5,672 3,650,038 229,685 690,753 11,398 116,287 26,011 59,248 473 14,674 5,388 255,696 750,001 11,871 125,573 Total accumulated depreciation 1,048,123 100,406 5,388 1,143,141 Total capital assets, being depreciated, net 2,518,440 (11,259) 284 2,506,897 Capital assets, being depreciated: Buildings Infrastructure Intangibles Machinery and equipment Total capital assets being depreciated Less accumulated depreciation for: Buildings Infrastructure Intangibles Machinery and equipment Governmental activities capital assets, net $ 5,886,697 $ 175,439 $ 41,477 $6,020,659 Depreciation expense was charged to activities as follows: Governmental activities: Public safety Sanitation General administration Support services Engineering and property management Streets and highways Community planning and development Culture and recreation Capital assets held by the City's internal service funds are charged to the various functions based on the usage of assets Total depreciation expense - governmental activities D-45 $ $ 11,767 3,271 1,581 1,330 3,094 56,696 9,737 12,928 2 100,406 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Capital asset activity for business-type activities for the year ended June 30, 2012 was as follows: Beginning Balance Business-type activitiesWater and Sewer: Capital assets, not being depreciated: Land Construction in progress Total capital assets, not being depreciated $ 40,379 468,456 Ending Increases Decreases $ 124,142 $ 1 57,279 Balance $ 40,378 535,319 508,835 124,142 57,280 575,697 25,704 59 - 25,763 3,476,396 13,238 26,140 68,738 1,904 3,769 785 3,541,365 13,238 27,259 3,541,478 70,701 4,554 3,607,625 5,471 634 - 6,105 975,963 11,167 19,559 84,968 777 2,222 48 780 1,060,883 11,944 21,001 Total accumulated depreciation 1,012,160 88,601 828 1,099,933 Total capital assets, being depreciated, net 2,529,318 (17,900) 3,726 2,507,692 3,038,153 106,242 61,006 3,083,389 Storm Water: Capital assets, not being depreciated: Construction in progress 265,499 38,035 3,616 299,918 Capital assets, being depreciated: Improvements other than buildings: Storm water systems Intangibles Machinery and equipment 178,825 3,359 33 5,632 36 - 184,457 3,359 69 182,217 5,668 - 187,885 34,517 3,359 32 3,083 4 - 37,600 3,359 36 37,908 3,087 - 40,995 Total capital assets, being depreciated, net 144,309 2,581 - 146,890 Storm Water capital assets, net 409,808 40,616 3,616 446,808 Capital assets, being depreciated: Buildings Improvements other than buildings: Water and sewer systems Intangibles Machinery and equipment Total capital assets being depreciated Less accumulated depreciation for: Buildings Improvements other than buildings: Water and sewer systems Intangibles Machinery and equipment Water and Sewer capital assets, net Total capital assets being depreciated Less accumulated depreciation for: Improvements other than buildings: Storm water systems Intangibles Machinery and equipment Total accumulated depreciation continued on next page D-46 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Beginning Balance Airport: Capital assets, not being depreciated: Land Construction in progress $ Total capital assets, not being depreciated 291,994 80,607 Ending Increases Decreases $ 5,510 78,503 $ 54,879 Balance $ 297,504 104,231 372,601 84,013 54,879 401,735 618,045 8,622 - 626,667 356,693 80,318 33,234 35,415 5,329 1,812 261 392,108 85,647 34,785 1,088,290 51,178 261 1,139,207 353,461 21,040 - 374,501 100,698 27,313 14,664 10,963 3,302 2,630 177 111,661 30,615 17,117 Total accumulated depreciation 496,136 37,935 177 533,894 Total capital assets, being depreciated, net Capital assets, being depreciated: Buildings Improvements other than buildings: Runways Other Machinery and equipment Total capital assets being depreciated Less accumulated depreciation for: Buildings Improvements other than buildings: Runways Other Machinery and equipment 592,154 13,243 84 605,313 Airport capital assets, net 964,755 97,256 54,963 1,007,048 Public Transit: Capital assets, not being depreciated: Land Construction in progress 49,964 171,545 823 46,292 31,593 50,787 186,244 221,509 47,115 31,593 237,031 85,242 598 - 85,840 335,994 24,090 5,885 184,437 46 4,653 1,066 24,407 3,455 336,040 28,743 6,951 205,389 635,648 30,770 3,455 662,963 28,200 3,894 - 32,094 65,019 12,177 4,147 84,231 18,859 2,502 669 14,456 3,213 83,878 14,679 4,816 95,474 Total accumulated depreciation 193,774 40,380 3,213 230,941 Total capital assets, being depreciated, net 441,874 (9,610) 242 432,022 663,383 37,505 31,835 669,053 $ 5,076,099 $ 281,619 $ 151,420 $ 5,206,298 Total capital assets, not being depreciated Capital assets, being depreciated: Buildings Improvements other than buildings: Transit corridors Other Intangibles Machinery and equipment Total capital assets being depreciated Less accumulated depreciation for: Buildings Improvements other than buildings: Transit corridors Other Intangibles Machinery and equipment Public Transit capital assets, net Business-type capital assets, net D-47 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) g. Interfund Receivables, Payables and Transfers The following is a summary of interfund receivables and payables at June 30, 2012, by fund: Interfund Interfund Due to/from other funds: Receivables General Nonmajor governmental Employee Health and Life $ 3,585 503 $ 503 3,585 - $ 4,088 $ 4,088 Total Payables The balances are for reimbursable expenditures and will be paid within 30 days. Due to/from primary government and component unit for reimbursable expenditures: Receivable Entity Primary Government: Debt Service Capital Projects Nonmajor governmental Enterprise - Airport Component Unit - Authority Total $ $ Payable Entity 7,109 $ 298 1,223 8,630 $ 200 781 242 7,407 8,630 Interfund transfers: Transfer out: General Debt Service Transfers In: Capital Nonmajor Enterprise Projects Governmental Public Transit General $ Debt Service 3,425 Capital Projects 446 Nonmajor governmental 2,495 Enterprise Public Transit - $ 17,881 52,113 - 3 Total $ 69,994 $ 18,134 $ 6,366 $ 16,830 42 1,259 $ 6,454 243 8,025 1,988 $ 16,710 Total $ 2 18,400 - 3 $ 18,402 $ 129,606 - $ 41,165 3,712 26,871 57,855 The transfers consist primarily of the following: (a) $69,994 to Debt Service from General and nonmajor governmental to cover debt service costs, (b) $18,400 to Enterprise - Public Transit from Capital Projects pursuant to an interlocal agreement for regional mass transit, (c) $14,722 to nonmajor governmental from General, Debt Service and Capital Projects. D-48 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) h. Payables Payables at June 30, 2012 were as follows: Vendors Governmental General Debt Service Capital Projects Nonmajor governmental $ Total Governmental Proprietary Water and Sewer Storm Water Airport Public Transit Internal Service Total Business-type Total $ Salaries Other Total 37,242 $ 2,551 13,361 10,846 5,147 $ 13 632 $ - 43,021 2,551 13,361 10,859 64,000 5,160 632 69,792 9,560 5,756 22,531 11,853 45,089 1,134 167 515 578 48 685 3,782 - 11,379 5,923 23,046 16,213 45,137 94,789 2,442 4,467 101,698 7,602 $ 5,099 $ 171,490 158,789 $ D-49 D-47 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) i. Deferred Revenues Governmental funds report deferred revenue in connection with receivables for revenues that are not considered to be available to liquidate liabilities of the current period. Governmental funds also defer revenue recognition in connection with resources received but not yet earned. At the end of the current fiscal year, the components of deferred revenue and unearned revenue reported in the governmental funds were as follows: Unavailable Property taxes receivable: General Debt Service Capital Projects Nonmajor governmental Notes receivable: General Capital Projects Nonmajor governmental Accounts receivable: General Capital Projects Nonmajor governmental Due from component unit: Debt Service Capital Projects Grant advances: Capital Projects Nonmajor governmental $ 7,156 142 901 191 $ 961 - 46 44,862 52,473 - 3,363 5,127 12 - 5,460 298 - 12 2,185 12 2,185 $ 122,228 D-50 Unearned $ 3,158 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) j. Long-term Liabilities A summary of changes in long-term liabilities for governmental activities for the year ended June 30, 2012 follows: Beginning Balance Additions Reductions Ending Balance Due Within One Year $ 456,009 $ 175,495 $ 84,357 $ 547,147 $ 25,124 Governmental Activities General obligation bonds Less unamortized deferred on refundings Plus unamortized premiums Total bonds payable (5,955) 29,324 479,378 32,706 208,201 (504) 2,973 86,826 (5,451) 59,057 600,753 (505) 3,648 28,267 Special obligation bonds Installment purchases Less unamortized deferred on refundings Plus unamortized premiums Less unamortized discounts Total installment purchases 10,970 722,809 35,145 850 45,712 10,120 712,242 900 39,019 (3,510) 22,185 (882) 740,602 (31) 3,319 38,433 (356) 2,190 (32) 47,514 (3,185) 23,314 (850) 731,521 (301) 2,286 (32) 40,972 Commercial paper notes payable Derivative instrument liability Swaption borrowing payable Compensated absences Section 108 loan guarantee Private loan Due to participants Law enforcement officers' separation allowance Unfunded OPEB liability 109,248 28,322 7,587 40,715 11,575 38,830 1,842 64,846 39,697 344 33,535 270 4,597 150,000 31,383 2,233 - 24,094 68,019 7,931 42,867 9,342 39,100 6,439 25,572 440 - 13,321 7,844 1,929 4,029 3,327 15,250 8,546 - Total governmental activities $ 1,490,234 $ 395,881 $ 322,133 $ 1,563,982 $ 96,151 For governmental activities, compensated absences, law enforcement officers’ separation allowance, and the unfunded OPEB liability are primarily liquidated by the General Fund. Payments due to participants are made by Internal Service Funds. D-51 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) A summary of changes in long-term liabilities for business-type activities for the year ended June 30, 2012 follows: Beginning Balance Additions Reductions Ending Due Within Balance One Year Business-type Activities Water and Sewer: General obligation bonds $ 255,150 $ - $ 24,287 $ 230,863 $ 24,962 Less unamortized deferred on refundings Plus unamortized premiums Revenue bonds (12,287) - (1,594) (10,693) (1,291) 18,686 - 1,791 16,895 1,791 1,485,035 93,390 147,045 1,431,380 39,560 Less unamortized deferred on refundings Plus unamortized premiums Total bonds payable Installment purchases Plus unamortized premiums Total installment purchases (9,776) (1,149) 44,920 12,239 (1,023) 2,522 54,637 (9,902) (1,068) 2,992 1,781,728 104,480 173,028 1,713,180 66,946 10,646 1,365 4,898 7,113 2,746 523 150 227 446 200 11,169 1,515 5,125 7,559 2,946 6,275 - 835 5,440 830 Other financing agreements Municipal systems Derivative instrument liablity 57,426 44,200 - 101,626 - Refundable construction deposits 6,501 24 1,041 5,484 695 Compensated absences 3,209 3,027 2,775 3,461 1,977 662 - 662 - - 1,866,970 153,246 183,466 1,836,750 73,394 11,414 - 859 10,555 914 (547) - (49) (498) (48) 750 - 65 685 64 116,965 - 3,550 113,415 3,690 Arbitrage Total Water and Sewer Storm Water: General obligation bonds Less unamortized deferred on refundings Plus unamortized premiums Revenue bonds Less unamortized deferred on refundings Plus unamortized premiums Total bonds payable Federal revolving loan Compensated absences Total Storm Water (1,459) - (108) (1,351) (108) 2,394 - 101 2,293 101 129,517 - 4,418 125,099 4,613 - 148 15 133 7 506 423 392 537 290 130,023 571 4,825 125,769 4,910 continued on next page D-52 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Beginning Balance Additions Reductions Ending Due Within Balance One Year Airport: Revenue bonds $ 697,370 $ 201,565 $ 38,840 $ 860,095 $ 20,145 Less unamortized deferred on refundings Plus unamortized premiums Total bonds payable Compensated absences Total Airport (2,414) - (269) (2,145) (269) 8,510 3,822 731 11,601 794 703,466 205,387 39,302 869,551 20,670 1,432 1,100 1,020 1,512 770 704,898 206,487 40,322 871,063 21,440 2 - 2 - - 162,770 - 6,120 156,650 6,350 Public Transit: General obligation bonds Installment purchases Less unamortized deferred on refundings Plus unamortized premiums Total installment purchases Compensated absences Total Public Transit Total business-type activities (250) - (29) - 134 2,926 134 165,580 - 6,225 159,355 6,455 2,800 1,573 1,396 2,977 911 168,382 1,573 7,623 162,332 7,366 $ 2,870,273 $ 361,877 $ 236,236 $ 2,995,914 $ 107,110 3,060 (221) (29) The government-wide statement of net assets includes $20,670 of long-term liabilities due within one year for business-type activities in the liabilities payable from restricted assets. The remaining amount of $86,440 is displayed as noncurrent liabilities, due within one year on that same statement. (1) General Obligation Bonds The City issues general obligation bonds to finance acquisition or construction of major capital facilities and the purchase of other major capital items. Bonded indebtedness has also been issued to advance refund several general obligation bonds. Interest rates on fixed rate general obligation bonds outstanding range from 2.00 to 5.25 percent with final maturity in the year 2033. D-53 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Debt service requirements to maturity for general obligation bonds are as follows: Governmental Activities Year Ended June 30 Principal 2013 $ 25,124 2014 30,533 2015 31,187 2016 30,763 2017 32,300 2018-2022 164,627 2023-2027 158,083 2028-2032 68,125 2033 6,405 $ 547,147 Interest $ 23,692 24,747 23,349 21,781 20,312 77,920 37,940 7,686 160 $ 237,587 Business-type Activities Year Ended Water and Sewer June 30 Principal Interest 2013 $ 24,962 $ 10,733 2014 26,087 9,508 2015 26,453 8,231 2016 27,513 6,913 2017 28,072 5,578 2018-2022 89,330 10,715 2023-2024 8,446 353 $ 230,863 $ 52,031 Storm Water Principal Interest $ 914 $ 508 960 463 1,000 415 969 364 1,013 316 4,738 847 961 40 $ 10,555 $ 2,953 D-54 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) (2) Special Obligation Bonds In November 2004, the City issued taxable variable rate special obligation bonds to acquire property for purposes of revitalizing the uptown area. Interest on the variable-rate bonds is determined by a remarketing agent based upon market conditions. These bonds are solely secured by and payable from a portion of the sales and use tax distributed revenues and are non-general obligation financings. These revenues are not pledged by the City, directly or indirectly, as collateral, and no lien or claim can be made against such revenues. In accordance with State statutes, no deficiency judgment may be rendered against the City for amounts owed and the taxing power of the City may not be pledged directly or indirectly to collateralize amounts due pursuant to these bonds. Debt service requirements to maturity for special obligation bonds are as follows: Governmental Activities Year Ended June 30 Principal 2013 $ 900 2014 950 2015 1,000 2016 1,055 2017 1,115 2018-2021 5,100 $ 10,120 Interest $ 21 20 17 15 13 28 $ 114 D-55 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) (3) Revenue Bonds The following table summarizes the City’s revenue bonds for Business-type activities: Purpose Interest Rates Date Issued Final Maturity Water and Sewer, Series 2002A Water and Sewer, Series 2002B Water and Sewer, Series 2002C Water and Sewer, Refunding Series 2005A Water and Sewer, Refunding Series 2005B Water and Sewer, Series 2006A Water and Sewer, Series 2006B Water and Sewer, Series 2008 Water and Sewer, Refunding Series 2009 Water and Sewer, Series 2009B Water and Sewer, Refunding Series 2011 3.50% - 5.50% Variable Variable 3.00% - 5.00% 5.00% 4.00% - 5.00% Variable 3.50% - 5.00% 3.00% - 5.25% 3.50% - 5.00% 1.50% - 5.00% 02/15/2002 03/13/2002 08/08/2002 03/03/2005 03/03/2005 07/26/2006 07/26/2006 09/10/2008 08/25/2009 12/09/2009 08/03/2011 2016 2028 2025 2022 2015 2037 2037 2039 2036 2040 2025 Original Issue $ 61,035 114,430 108,390 33,115 35,675 100,290 300,000 342,715 93,765 366,380 93,390 Total Water and Sewer Storm Water, Refunding Series 2002 Storm Water, Series 2004 Storm Water, Series 2006 $ 25,900 114,430 101,890 23,685 20,970 91,360 174,755 329,995 91,945 366,380 90,070 1,431,380 3.00% - 5.25% 3.00% - 5.00% 4.00% - 5.00% 01/15/2002 10/27/2004 10/25/2006 2025 2034 2036 29,840 54,265 43,675 Total Storm Water Airport, Series 2004A Airport, Series 2004B Airport, Refunding Series 2007A Airport, Series 2007B Airport, Refunding Series 2008D Airport, Refunding Series 2009B Airport, Series 2010A Airport, Refunding Series 2010B Airport, Series 2010C Airport, Series 2011A Airport, Series 2011B Airport, Series 2011C Airport Special Facility, Refunding Series 1998 Airport Special Facility, Series 2000 Airport Special Facility, Series 2011 CONRAC Balance June 30, 2012 25,775 47,400 40,240 113,415 4.75% - 5.25% 4.75% - 5.25% 4.00% - 5.00% Variable Variable 2.50% - 5.00% 2.00% - 5.50% 1.25% - 5.50% Variable 2.00% - 5.00% 2.00% - 5.00% Variable 5.60% 7.75% 2.48% - 6.06% 09/15/2004 09/15/2004 08/16/2007 08/16/2007 11/05/2008 02/17/2009 02/10/2010 02/10/2010 02/10/2010 11/09/2011 11/09/2011 11/09/2011 03/01/1998 08/15/2000 11/09/2011 Total Airport 2035 2024 2038 2038 2035 2017 2040 2029 2040 2042 2042 2042 2028 2028 2042 87,095 48,465 99,995 47,570 40,585 51,180 130,100 67,770 31,145 76,100 34,250 30,920 86,000 34,700 60,295 87,095 45,485 93,070 27,380 39,565 37,865 127,860 62,335 22,965 76,100 34,250 30,920 86,000 28,910 60,295 860,095 Total business-type activities $2,404,890 Interest on the variable-rate bonds is determined by a remarketing agent based upon market conditions. The City entered into interest rate swap agreements for the variable rate Water and Sewer Revenue Bonds Series 2002B, 2002C, and 2006B. See note 4.j.7 for additional information concerning derivative instruments. The principal and interest on the Airport Revenue bonds are payable from net revenues of the Airport. Pursuant to the Revenue Bond Order, the City has covenanted to charge rates which produce revenues sufficient to cover principal and interest payments. D-56 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) The Airport Special Facility Revenue Bonds are payable solely from and secured solely by a pledge of debt service rentals pursuant to a Special Facility Lease (Lease) agreement with US Airways Group, Inc. The principal and interest on the Water and Sewer and Storm Water Revenue Bonds are payable from net revenues of the water and sewer and storm water systems, respectively. Pursuant to the general trust indentures, the City has covenanted to charge rates that produce net revenues which (1) including 50 percent of the surplus fund, after providing for a two-month operating reserve, are at least 120 percent of the principal and interest requirements plus 100 percent of non-revenue bond debt service requirements and (2) are at least 110 percent of the principal and interest requirements plus 100 percent of non-revenue bond debt service requirements. Based on the 2012 Water and Sewer Fund budgets, revenue bond debt service coverage was at least 128 percent. Based on the 2012 Storm Water Fund budgets, revenue bond debt service coverage was at least 423 percent. The Revenue and Special Facility Revenue Bonds do not constitute a legal or equitable pledge, charge, lien or encumbrance upon any of the City’s property or upon any of its income, receipts or revenues, except as provided in the Revenue Bond Orders or Lease. Neither the credit nor the taxing power of the City is pledged for the payment of the principal or interest, and no owner has the right to compel the exercise of the taxing power of the City or the forfeiture of any of its property in connection with any default under the Revenue Bond Orders or Lease. The Revenue Bond Orders provide for the establishment of reserves for working capital and debt service. The reserves in the Airport Enterprise Fund at June 30, 2012 are $21,606 for working capital and $52,106 for debt service. The reserve requirements for the Water and Sewer Revenue Bonds, except for Series 2002A, were satisfied with the purchase of surety bonds or insurance policies. For the Water and Sewer Series 2002A and the Storm Water Revenue bonds, the reserve for debt service in the Water and Sewer and Storm Water Enterprise Funds is $3,143 and $1,691, respectively, at June 30, 2012. D-57 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Revenue bond debt service requirements to maturity are as follows: Business-type Activities Year Ended Water and Sewer June 30 Principal Interest 2013 $ 39,560 $ 50,131 2014 43,770 48,483 2015 45,185 46,662 2016 47,290 44,758 2017 50,200 43,273 2018-2022 284,450 193,944 2023-2027 287,605 150,747 2028-2032 237,860 107,538 2033-2037 286,575 55,450 2038-2042 108,885 6,981 $ 1,431,380 $ 747,967 Storm Water Principal Interest $ 3,690 $ 5,463 3,845 5,310 4,025 5,128 4,220 4,933 4,435 4,718 25,550 20,206 26,635 13,618 24,225 7,752 16,790 1,736 $ 113,415 $ 68,864 D-58 Airport Principal Interest $ 20,145 $ 38,463 21,910 36,687 23,745 35,864 24,745 34,912 25,825 33,910 100,435 157,098 138,375 132,826 268,465 72,151 144,600 35,551 91,850 8,882 $ 860,095 $ 586,344 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) (4) Installment Purchases The following table summarizes the City’s installment purchases: Purpose Interest Rates Date Issued Final Maturity Governmental activities: Convention Center, Refunding Series 2003A Convention Center, Refunding Series 2003B Convention Center, Refunding Series 2005C Convention Center, Series 2009B Tourism, Series 2003F Tourism, Series 2003 Tourism, Series 2003G Hall of Fame, Series 2009C Hall of Fame, Series 2009D Cultural Facilities, Series 2009E Public Safety, Refunding Series 2001 Public Safety, Refunding Series 2003E Public Safety, Series 2005A Public Safety, Refunding Series 2005D Public Safety, Series 2009A Public Safety, Series 2010A Public Safety, Series 2012A Public Safety, Refunding Series 2012A Public Safety Equipment, Series 2009A Equipment, Series 2009A Equipment, Series 2010A Equipment, Series 2012A 5.00% - 5.50% Variable 3.00% - 5.00% 2.00% - 5.00% Variable 2.00% 4.00% - 5.38% 5.00% Variable 3.00% - 5.00% 3.50% - 4.50% 2.00% - 4.00% Variable 3.00% - 5.00% 3.00% - 5.00% 3.63% - 5.00% 1.25% - 5.00% 1.25% - 5.00% 3.00% - 5.00% 3.00% - 5.00% 4.00% - 5.00% 3.00% - 5.00% 09/01/2003 09/10/2003 05/04/2005 06/25/2009 05/29/2003 07/25/2003 08/28/2003 06/25/2009 07/30/2009 09/30/2009 10/15/2001 05/15/2003 04/06/2005 05/04/2005 06/25/2009 05/27/2010 01/04/2012 01/04/2012 06/25/2009 06/25/2009 05/27/2010 01/04/2012 2020 2022 2026 2034 2034 2015 2033 2039 2035 2039 2016 2013 2025 2025 2029 2024 2032 2021 2019 2014 2016 2017 Original Issue $102,245 24,335 33,665 30,620 41,000 16,800 136,850 37,295 100,000 139,135 7,680 8,810 15,725 16,805 28,470 13,685 23,195 1,990 13,205 27,002 20,174 9,960 Total governmental activities Business-type activities: Water and Sewer: Equipment, Series 2009A Equipment, Series 2010A Equipment, Series 2012A $ 77,370 19,490 19,160 29,035 19,785 3,540 132,635 37,295 95,850 136,565 3,065 1,000 11,395 14,930 25,680 12,630 23,195 1,990 9,885 11,648 16,139 9,960 $712,242 3.00% - 5.00% 4.00% - 5.00% 3.00% - 5.00% 06/25/2009 05/27/2010 01/04/2012 2014 2016 2017 10,078 1,751 1,365 Total Water and Sewer Public Transit: Equipment and Facilities, Series 2004A Equipment and Facilities, Series 2004B Equipment and Facilities, Series 2005E Equipment and Facilities, Series 2008A Balance June 30, 2012 $ 4,347 1,401 1,365 7,113 2.00% - 5.00% Variable 3.00% - 5.00% 3.50% - 5.00% Total Public Transit 12/01/2003 01/08/2004 08/31/2005 06/04/2008 2033 2014 2035 2035 58,440 28,595 74,400 34,965 53,580 6,440 64,595 32,035 156,650 Total business-type activities $163,763 Interest on the variable-rate installment purchases is determined by a remarketing agent based upon market conditions. D-59 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) These installment purchase contracts are non-general obligation financings. In accordance with State statutes, no deficiency judgment may be rendered against the City for amounts owed and the taxing power of the City may not be pledged directly or indirectly to collateralize amounts due pursuant to these contracts. The City enters into installment purchase contracts annually for the purchase of capital equipment. These financings are payable over five years. Installment purchases debt service requirements to maturity are as follows: Governmental Activities Year Ended June 30 Principal 2013 $ 39,019 2014 39,342 2015 34,562 2016 34,587 2017 31,002 2018-2022 163,400 2023-2027 125,895 2028-2032 110,105 2033-2037 99,915 2038-2039 34,415 $ 712,242 Interest $ 27,500 25,887 24,110 22,603 21,163 86,224 59,333 35,788 18,866 2,558 $ 324,032 Business-type Activities Year Ended Water and Sewer June 30 Principal Interest 2013 $ 2,746 $ 331 2014 2,848 203 2015 623 61 2016 623 29 2017 273 7 2018-2022 2023-2027 2028-2032 2033-2035 $ 7,113 $ 631 Public Transit Principal Interest $ 6,350 $ 7,217 6,570 7,089 4,415 6,951 4,600 6,766 4,805 6,560 27,590 29,241 34,740 22,079 44,225 12,601 23,355 2,119 $ 156,650 $ 100,623 (5) Commercial Paper The City has available a general obligation commercial paper bond program to finance street improvements, neighborhood improvements, public improvements and housing projects. The City has authorized the issuance of bonds up to the amount of $150,000 outstanding at any time. The bonds are general obligations of the City, and the City has pledged its faith and credit to the payment D-60 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) of principal of and interest on the bonds. In addition, the City has entered into a Standby Bond Purchase Agreement which will expire in April 2015. The bonds will mature no later than 270 days after the date of issuance or October 1, 2034. The bonds will be replaced by general obligation bonds. The City had general obligation commercial paper bonds payable of $24,094 outstanding at June 30, 2012. Interest rates are based upon market conditions. Commercial paper debt service requirements to maturity are as follows: Governmental Activities Year Ended June 30 Principal 2013 $ 2014 2015 24,094 $ 24,094 Interest $ 48 48 39 $ 135 (6) Other Long-term Liabilities (a) Section 108 Loan Guarantee This is the loan guarantee provision of the Community Development Block Grant (CDGB) program that provides communities with a source of financing for economic development, housing rehabilitation, public facilities, and large-scale physical development projects. Local governments borrowing funds guaranteed by Section 108 loans must pledge their current and future CDBG allocations to cover the loan amount as security for the loan. Debt service requirements to maturity are as follows: Governmental Activities Year Ended June 30 Principal 2013 $ 440 2014 458 2015 501 2016 405 2017 426 2018-2022 2,469 2023-2027 3,151 2028-2029 1,492 $ 9,342 Interest $ 320 312 300 289 279 1,180 658 65 $ 3,403 D-61 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) (b) Private Loan The City has entered into a private loan agreement for up to $41.5 million dollars to finance preopening expenses for the NASCAR Hall of Fame project, construction of additional parking and construction of the facility. The interest rate is 4.00 percent and will be due in June 2014. As of June 30, 2012, $39,100 had been advanced under this agreement. Debt service requirements to maturity are as follows: Governmental Activities Year Ended June 30 Principal 2013 $ 2014 39,100 $ 39,100 Interest $ 1,564 1,564 $ 3,128 (c) Municipal Systems Pursuant to agreements, the City is leasing water and sewer facilities owned by municipalities within Mecklenburg County. These lease agreements continue until the outstanding bonds on these facilities have been retired, at which time title to the facilities will be conveyed to the City. Debt service requirements to maturity are as follows: Business-type Activities Year Ended June 30 Principal 2013 $ 830 2014 835 2015 825 2016 820 2017 810 2018-2020 1,320 $ 5,440 Interest $ 246 210 175 139 103 115 $ 988 Certain developers have contracted with the City for construction of water and sewer lines. Under terms of these contracts, the developers are required to deposit with the City an amount equal to the estimated cost of constructing the lines. The lines become the property of the City upon completion and acceptance. Refunds of deposits may be either wholly or partially refundable depending upon terms of the contracts. They will be paid over periods of five to twenty years. There are no stated interest requirements for these deposits. D-62 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) (d) Federal Revolving Loan Pursuant to the North Carolina Clean Water Revolving Loan & Grant Act of 1987 and the Federal Clean Water Act Amendments of 1987 and American Recovery and Reinvestment Act of 2009, the City utilized loan proceeds to construct wastewater treatment works projects. The loans to be repaid are one-half of the total project costs reimbursed. Principal is forgiven for one-half of the total project costs reimbursed. Debt service requirements to maturity are as follows: Business-type Activities Year Ended June 30 Principal 2013 $ 7 2014 8 2015 7 2016 8 2017 7 2018-2022 37 2023-2027 37 2028-2030 22 $ 133 In accordance with Section 148 of the Internal Revenue Code of 1986, as amended, and Sections 1.103-13 to 1.103-15 of the related Treasury Regulations, the City must rebate to the federal government “arbitrage profits” earned on governmental bonds issued after August 31, 1986. Arbitrage profits are the excess of the amount earned on investments over the interest paid on the borrowings. At June 30, 2012, the City had no liability for estimated arbitrage profits payable. D-63 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) (7) Derivative Instruments The fair value balances and notional amounts of derivative instruments outstanding at June 30, 2012 classified by type, and the changes in fair value of such derivative instruments for the year then ended are as follows: Changes in Fair Value Classification Fair Value at June 30 Amount Classification Amount Notional Governmental activities Cash flow hedges: Pay-fixed interest rate sw ap Deferred outflow $ (18,859) Debt $ (31,793) $ 95,850 Pay-fixed interest rate sw aption Investment revenue $ (20,838) Debt $ (36,226) $ 128,245 Deferred outflow Debt $ (101,626) $ 391,075 Business-type activities Cash flow hedges: Pay-fixed interest rate sw ap $ (44,200) The following table displays the objective and terms of the City’s hedging derivative instruments outstanding at June 30, along with the credit rating of the associated counterparty: Type Objective Notional Effective Maturity Amount Date Date Pay-fixed interest rate sw ap Hedge of changes in cash flow s on the 2002B Water and Sew er Revenue Bonds $ 114,430 3/13/2002 Pay-fixed interest rate sw ap Hedge of changes in cash flow s on the 2002C Water and Sew er Revenue Bonds $ 101,890 Pay-fixed interest rate sw ap Hedge of changes in cash flow s on the 2006B Water and Sew er Revenue Bonds $ 174,755 Pay-fixed interest rate sw ap Hedge of changes in cash flow s on the 2009D Hall of Fame Certificates of Participation $ Pay-fixed interest rate sw aption Hedge of changes in cash flow s in the 2003G Tourism Certificates of Participation Counterparty Terms Credit Rating 7/1/2027 Pay 4.03%; receive 67% of LIBOR Baa2/A- 8/8/2002 6/1/2025 Pay 3.79%; receive lesser of the bond floating rate or 67% of LIBOR not to exceed 12.00% Baa2/A- 8/1/2006 7/1/2036 Pay 4.04%; receive SIFMA sw ap index Aa3/AA- 95,850 8/18/2009 6/1/2035 Pay 4.725%; receive LIBOR Aa3/AA- $ 128,245 6/1/2013 6/1/2033 Pay 5.10%; receive SIFMA sw ap index Aa3/AA- D-64 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Interest rate risk. The City is exposed to interest rate risk on its interest rate swaps. On its payfixed, receive-variable interest rate swaps, as LIBOR, the bond floating rate swap index, or the SIFMA swap index decreases, the City’s net payment on the swaps increases. Basis risk. The City’s hedging derivative instruments expose the City to basis risk since the variable payment received from the counterparty is determined on a basis different from that used to calculate the bond floating rate for the associated bonds. As of June 30 the rate received by the City for the 2002B and 2002C agreements was 67 percent of LIBOR or 0.16 percent, whereas the bond floating rates paid by the City were 0.15 percent for Series 2002B and 0.21 percent for Series 2002C. As of June 30 the rate received by the City for the 2006B agreement was 0.16 percent, whereas the bond floating rate paid by the City was 0.15 percent. As of June 30 the rate received by the City for the 2009D agreement was 0.24 percent, whereas the bond floating rate paid by the City was 0.28 percent. Termination risk. Either the City or its counterparties may terminate the hedging derivative instruments if the other party fails to perform under the terms of the contract. Termination could result in the City being required to make a termination payment. Rollover risk. The City is exposed to rollover risk on hedging derivative instruments that are hedges of debt that may be terminated prior to the maturity of the hedged debt. If the option to terminate the hedging derivative instrument is exercised, then the City will be re-exposed to the risks being hedged by the hedging derivative instrument. D-65 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Hedging derivative instrument payments and hedged debt. As of June 30, aggregate debt service requirements of the City’s variable-rate debt and net receipts/payments on associated hedging derivative instruments are as follows. These amounts assume that current interest rates on variablerate bonds and the current reference rates of hedging derivative instruments will remain the same for their term. As these rates vary, interest payments on variable-rate bonds and net receipts/payments on the hedging derivative instruments will vary. Governmental Activities Year Ended June 30 2013 Variable Rate Bonds Principal $ 2014 2,255 Interest $ 2,380 268 262 Hedging Derivatives, Net $ 4,268 4,160 Total $ 6,791 6,802 2015 2,510 256 4,054 6,820 2016 2,640 248 3,943 6,831 2017 2,795 241 3,826 6,862 2018-2022 16,490 1,079 17,120 34,689 2023-2027 21,625 820 13,024 35,469 2028-2032 28,335 482 7,653 36,470 2033-2035 16,820 84 1,340 18,244 3,740 $ 59,388 $ 158,978 $ 95,850 $ Business-type Activities Year Ended June 30 2013 Variable Rate Bonds Principal $ 14,818 $ 20,231 637 14,619 20,211 2015 5,145 629 14,426 20,200 2016 13,270 621 14,226 28,117 2017 21,335 585 13,463 35,383 2018-2022 120,255 2,323 54,410 176,988 2023-2027 114,615 1,212 30,342 146,169 2028-2032 49,640 575 14,912 65,127 2033-2037 57,080 248 6,438 63,766 7,463 $ 177,654 $ 576,192 $ 391,075 $ Total 633 Total 4,780 Hedging Derivatives, Net 4,955 2014 $ Interest $ Commitments. The City’s derivative instruments include provisions that require the City to post collateral in the event its credit rating falls below A3 by Moody’s and A- by S&P. The hedging derivative instruments will be collateralized at fair value with cash and/or U.S. government securities. Collateral will be posted with the City or its agent. At June 30, the aggregate fair value of all hedging derivative instruments with these collateral posting provisions is ($169,645). If the collateral posting requirements were triggered at June 30, the City would not be required to post collateral to its counterparties because they had negative fair values. The City’s credit rating is Aaa/AAA, therefore, no collateral has been posted at June 30. D-66 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) (8) Refundings In August 2011, the City issued $93,390 in fixed rate Water Sewer Revenue Refunding Bonds with interest rates ranging from 1.50 to 5.00 percent. The net proceeds of $104,910 (after payment of $719 in underwriting fees, insurance and other issue costs) were used to refund $114,930 of outstanding fixed rate Water and Sewer System Revenue Bonds, Series 2001. The refunding resulted in a difference between the reacquisition price and the net carrying amount of the old debt of $1,149. This difference, reported in the accompanying financial statements as a deduction from revenue bonds payable, is being charged to operations through the year 2025 using the effectiveinterest method. The City completed the refunding to reduce its total debt service payments over a period of 15 years by $23,160 and to obtain an economic gain (difference between the present values of the old and new debt service payments) of $18,896. In January 2012, the City issued $1,990 in fixed rate installment purchase contracts, series 2012A. The net proceeds of $2,213 (after payment of $22 in underwriting fees, insurance and other issue costs) were used to refund $2,190 of outstanding fixed rate installment purchase contracts, series 2001B. The refunding resulted in a difference between the reacquisition price and the net carrying amount of the old debt of $31. This difference, reported in the accompanying financial statements as a deduction from installment contracts payable, is being charged to operations through the year 2021 using the effective-interest method. The City completed the refunding to reduce its total debt service payments over a period of 10 years by $328 and to obtain an economic gain (difference between the present values of the old and new debt service payments) of $285. In April 2012, the City issued $175,495 fixed rate general obligation refunding bonds. The net proceeds of $207,246 (after payment of $955 in underwriting fees, insurance and other issue costs) were used to refund $30,615 and $25,265 of outstanding general obligation bonds, series 2002A and 2002C, respectively, and to refund $150,000 of outstanding commercial paper certificates of participation. The 2002A and 2002C series net proceeds were used to purchase U.S. government securities. The fixed rate general obligation bonds have interest rates ranging from 1.25 to 5.00 percent with a final maturity in 2033. See note 4.j.5 for additional information on the general obligation commercial paper bond program. (9) Other Debt Information In prior years, the City defeased various general obligation bonds, revenue bonds and installment purchases by placing the proceeds of the new debt in an irrevocable trust to provide for all future debt service payments on the old debt. Accordingly, the trust account assets and the liability for the defeased debt are not included in the City’s financial statements. At June 30, 2012, $12,285 of general government debt outstanding is considered defeased. As of June 30, 2012, the City has authorized but unissued bonds of $428,186 consisting of $334,138 for street improvements, $34,373 for housing and $59,675 for neighborhood improvements. D-67 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Pursuant to the North Carolina General Statutes, the City’s outstanding general obligation debt is subject to a legal limitation based on 8 percent of the total assessed value of real and personal property. As of June 30, 2012, the City’s legal debt limit was $7,229,929. The outstanding debt subject to this limit was $2,081,308, leaving a net legal debt margin of $5,148,621. (10)Early Extinguishment On October 3, 2011, the City early extinguished $9,405 of variable rate Airport Revenue Bonds, Series 2007B. On October 3, 2011, the City early extinguished $7,395 of variable rate Airport Revenue Bonds, Series 2010C. On December 1, 2011, the City early extinguished $3,695 of variable rate Airport Revenue Bonds, Series 2007B. (11)Subsequent Events On August 1, 2012, the City early extinguished $1,745 of variable rate Airport Revenue Bonds, Series 2007B. k. Fund Balance The following schedule provides information on the portion of General fund balance that is available for appropriation: Total fund balance - General Fund $ 159,150 Less: Inventories 1,004 Restricted by State statute 61,679 Committed for Capital projects 5,674 Commited for Component unit 1,100 Assigned for Capital projects 395 Assigned for Community planning and development 875 Fund balance policy 88,423 Remaining fund balance $ D-68 - CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) 5. PENSION PLANS AND OTHER BENEFITS Primary Government: The City participates in the North Carolina Local Governmental Employees’ Retirement System (LGERS), administered by the State of North Carolina; the Charlotte Firefighters’ Retirement System, administered through a board of trustees; and the Law Enforcement Officers’ Separation Allowance (LEO Separation). The City also participates in a Supplemental Retirement Income Plan for Law Enforcement Officers. Component Unit: The Authority participates in the North Carolina LGERS which is described in Note 5.a. The Authority’s contribution to the LGERS for the year ended June 30, 2012 was $804, which was 6.88 percent of annual covered payroll. a. LGERS Description: The City of Charlotte contributes to the statewide LGERS, a cost-sharing multipleemployer defined benefit pension plan. All employees of the City, except members of the Charlotte Firefighters’ Retirement System, participate in LGERS which provides retirement and disability benefits to plan members and beneficiaries. Article 3 of G.S. Chapter 128 assigns the authority to establish and amend benefit provisions to the North Carolina General Assembly. The Local Governmental Employees Retirement System is included in the Comprehensive Annual Financial Report (CAFR) for the State of North Carolina. The State’s CAFR includes financial statements and required supplementary information for LGERS. That report may be obtained by writing to the North Carolina Office of the State Controller, Accounting and Financial Reporting Section, 1410 Mail Service Center, Raleigh, North Carolina 27699-1410. Funding Policy: Plan members are required to contribute 6.0 percent of their annual covered salary. The City is required to contribute at an actuarially determined rate. For the City, the current rate for employees not engaged in law enforcement and for law enforcement officers is 6.88 percent and 7.05 percent, respectively, of annual covered payroll. The contribution requirements of members and of the City are established and may be amended by the North Carolina General Assembly. The City’s contributions to LGERS for the years ended June 30, 2012, 2011, and 2010, were $21.4 million, $18.8 million, and $14.0 million, respectively. The contributions made by the City equaled the required contributions for each year. b. Charlotte Firefighters’ Retirement System Description: The Charlotte Firefighters’ Retirement System (System), a single-employer defined benefit plan, provides retirement, disability and death benefits to civil service employees of the Charlotte Fire Department. The System issues a publicly available financial report that includes financial statements and required supplementary information. D-69 That report may be obtained by CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) writing to Charlotte Firefighters’ Retirement System, 428 East Fourth Street, Suite 205, Charlotte, North Carolina 28202. Basis of Accounting: The financial statements of the System are presented on the accrual basis of accounting. Plan member and City contributions are recognized in the period in which the contributions are due. Benefits and refunds are recognized when due and payable in accordance with the terms of the plan. Interest and dividend income are reported as earned. The net appreciation (depreciation) in the fair value of investments includes realized gains and losses on investments that were both bought and sold during the year. Method Used to Value Investments: The investments of the System are reported at fair value. Short-term investments are reported at cost, which approximates fair value. Securities traded on a national or international exchange are valued at the last reported sales price at current exchange rates. Mortgages are valued on the basis of future principal and interest payments and are discounted at prevailing interest rates for similar instruments. investments is based on independent appraisals. market are reported at estimated fair values. The fair value of real estate Investments that do not have an established Contributions: Pursuant to the North Carolina Act (Act) which established the System, the City is required to match the member’s contribution. The Act establishes the contribution rate pursuant to the Board of Trustees’ recommendation and approval by the City Council. The current rate is 12.65 percent. The Act was established and may be amended by the North Carolina General Assembly. Annual Pension Cost and Net Pension Obligation: The City’s annual pension cost and net pension obligation to the System for the current year were as follows: Annual required contribution Interest on net pension obligation Adjustment to annual required contribution $ 8,409 (512) 399 Annual pension cost Contributions made 8,296 (7,720) Increase in net pension obligation Net pension obligation, beginning of year 576 (6,609) Net pension obligation, end of year $ D-70 (6,033) CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Trend Information Year Ended June 30 2010 2011 2012 Annual Pension Cost (APC) $ 8,205 7,988 8,296 Percentage of APC Contributed 90.68% 96.02 93.06 Net Pension Obligation $ (6,927) (6,609) (6,033) Schedule of Funding Progress Actuarial Valuation Date Actuarial Value of Assets (a) Actuarial Accrued Liability (AAL)Entry Age (b) Unfunded AAL (UAAL) (b-a) 7/1/2010 $ 357,652 $ 395,393 $ 37,741 90.45% 59,080 63.88% 7/1/2011 366,147 408,999 42,852 89.52 59,086 72.52 7/1/2012 367,183 431,942 64,759 85.01 61,158 105.89 Funded Ratio (a/b) Covered Payroll (c) $ UAAL as a Percentage of Covered Payroll [(b-a)/c] The information presented in the schedule of funding progress was determined as part of the actuarial valuation. Additional information follows: Actuarial valuation date Actuarial cost method 7/01/12 Entry age Amortization method Level Percent of Pay, Open Remaining amortization period Asset valuation method 30 years 5-year smoothed market value Actuarial assumptions: Investment rate of return 7.75% Projected salary increases Includes inflation at 4.25 to 11.25% 3.25% Cost of living adjustments None D-71 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Concentrations: The System had individual fixed income or equity investments at June 30, 2012 managed by the following organizations that represented five percent or more of the System’s net assets: State Street Global Advisors Morgan Stanley 16% 12 Barrow, Hanley, Mewhinney & Strauss 12 Winslow Capital Management Aronson + Johnson + Oritz 10 10 Robeco Boston Partners DE Shaw Investment Management 6 6 Cadence Capital Management Investment Counselors of Maryland 6 6 Eagle Asset Management 5 c. LEO Separation Description: The City of Charlotte administers a public employee retirement system (LEO Separation), a single-employer defined benefit pension plan that provides retirement benefits to the City’s qualified sworn law enforcement officers. The LEO Separation is equal to .85 percent of the annual equivalent of the base rate of compensation most recently applicable to the officer for each year of creditable service. The retirement benefits are not subject to any increases in salary or retirement allowances that may be authorized by the General Assembly. Article 12D of G.S. Chapter 143 assigns the authority to establish and amend benefit provisions to the North Carolina General Assembly. A stand-alone financial report is not issued for the LEO Separation. All full-time law enforcement officers of the City are covered by the LEO Separation. At December 31, 2011, the LEO Separation’s membership consisted of: Retirees receiving benefits Active plan members Total 193 1,819 2,012 Basis of Accounting: The City has chosen to fund the LEO Separation on a pay-as-you-go basis. Pension expenditures are made from the General Fund, which is maintained on the modified accrual basis of accounting. Method Used to Value Investments: No funds are set aside to pay benefits and administration costs. These expenditures are paid as they become due. D-72 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Contributions: The City is required by Article 12D of G.S. Chapter 143 to provide these retirement benefits and has chosen to fund the benefit payments on a pay-as-you-go basis through appropriations made in the General Fund operating budget. The City’s obligation to contribute to this plan is established and may be amended by the North Carolina General Assembly. There were no contributions made by employees. Annual Pension Cost and Net Pension Obligation: The City’s annual pension cost and net pension obligation to the LEO Separation for the current year were as follows: Annual required contribution Interest on net pension obligation Adjustment to annual required contribution $ 5,635 666 (795) Annual pension cost Contributions made 5,506 (3,577) Increase in net pension obligation Net pension obligation, beginning of year 1,929 13,321 Net pension obligation, end of year $ 15,250 Trend Information Year Ended June 30 2010 2011 2012 Annual Pension Cost (APC) $ 4,629 5,856 5,506 Percentage Net of APC Pension Contributed Obligation 70.85% $ 10,915 58.91 13,321 64.96 15,250 Schedule of Funding Progress Actuarial Valuation Date 12/31/2006 Actuarial Value of Assets (a) $ - Actuarial Accrued Liability (AAL)Project Unit Credit (b) $ Unfunded AAL (UAAL) (b-a) Funded Ratio (a/b) Covered Payroll (c) UAAL as a Percentage of Covered Payroll [(b-a)/c] 38.70% 34,026 $ 34,026 - $ 87,917 12/31/2007 - 39,453 39,453 - 93,043 42.40 12/31/2008 - 42,984 42,984 - 100,289 42.86 12/31/2009 - 58,656 58,656 - 105,765 55.46 12/31/2010 - 54,478 54,478 - 106,419 51.19 12/31/2011 - 58,552 58,552 - 110,146 53.16 D-73 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Schedule of Employer Contributions Year Ended June 30 2007 Annual Required Contribution $ Percentage Contributed 3,268 82.83% 2008 3,538 85.30 2009 4,079 74.28 2010 4,538 72.27 2011 5,894 58.53 2012 5,635 63.48 The information presented in the previous schedules was determined as part of the actuarial valuation. Additional information follows: Actuarial valuation date Actuarial cost method 12/31/11 Projected unit credit Amortization method Level percent of pay closed Remaining amortization period Asset valuation method 19 years Market value Actuarial assumptions: Investment rate of return 5.00% Projected salary increases Includes inflation at 4.25 to 7.85% 3.00% Cost of living adjustments None d. Supplemental Retirement Income Plan for Law Enforcement Officers Description: The City contributes to the Supplemental Retirement Income Plan (Plan), a defined contribution pension plan administered by the Department of State Treasurer and a Board of Trustees. The Plan provides retirement benefits to law enforcement officers employed by the City. Article 5 of G.S. Chapter 135 assigns the authority to establish and amend benefit provisions to the North Carolina General Assembly. Funding Policy: Article 12E of G.S. Chapter 143 requires the City to contribute each month an amount equal to 5.0 percent of each officer’s salary, and all amounts contributed are vested immediately. Also, the law enforcement officers may make voluntary contributions to the plan. The City is currently making contributions for 1,788 law enforcement officers. Contributions for the year ended June 30, 2012 were $8,782, which consisted of $5,554 from the City and $3,228 from the law enforcement officers. D-74 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) e. Death Benefit Plan The City provides death benefits to law enforcement officers through the Death Benefit Plan for members of the Local Governmental Employees’ Retirement System (LGERS), a multiple-employer, State-administered, cost-sharing plan funded on a one-year term cost basis. The beneficiaries of those employees who die in active service after one year of contributing membership in the LGERS, or who die within 180 days after retirement of termination of service and have at least one year of contributing membership service in the System at the time of death are eligible for death benefits. Lump sum death benefit payments to beneficiaries are equal to the employee’s 12 highest months’ salary in a row during the 24 months prior to the employee’s death, but the benefit may not exceed $50 or be less than $25. All death benefit payments are made from the Death Benefit Plan. The City has no liability beyond the payment of monthly contributions. Contributions are determined as a percentage of monthly payroll, based upon rates established annually by the State. Because the benefit payments are made by the Death Benefit Plan and not by the City, the City does not determine the number of eligible participants. For the fiscal year ended June 30, 2012, the City made contributions of $154 to the State for death benefits. The City’s contributions for employees engaged in law enforcement represented .14 percent of covered payroll. f. Other Postemployment Benefits Description: The City of Charlotte Employee Benefit Trust Plan (EBTP) is a single-employer defined benefit healthcare plan administered by the City of Charlotte. The EBTP provides health and welfare benefit plans for the benefit of eligible retired employees of the City. Section 4.05 of the Charlotte City Code assigns the authority to establish benefit provisions for EBTP to the City Council. A standalone financial report is not issued. Membership of the EBTP consisted of the following at July 1, 2011, the date of the latest actuarial valuation: Retirees and beneficiaries receiving benefits Active plan members 2,673 5,361 8,034 Funding Policy. The contribution requirements of plan members and the City are established and may be amended by the City Council. The City Council set the employer contribution rate based on the annual required contribution (ARC), an amount actuarially determined in accordance with the parameters of GASB Statement 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or fund excess) of the plan over a period not to exceed thirty years. D-75 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) For the current year, the City contributed $15,375 to the plan. Plan members receiving benefits contributed $6,140 through their required contribution. The required contribution rates for plan members were dependent on the years of service and the coverage selected. Monthly rates ranged from $152 to $1,281 per retiree. Summary of Significant Accounting Policies. The City’s financial statements are prepared using the accrual basis of accounting. Plan member contributions are recognized in the period in which the contributions are due. Employer contributions to the plan are recognized when due and the employer has made a formal commitment to provide the contributions. Benefits and refunds are recognized when due and payable in accordance with the terms of the plan. The actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value assets, consistent with the long-term perspective of the calculations. Short-term money market debt instruments, and deposits, are reported at cost or amortized cost, which approximates fair value. Certain longer term United States Government and United States Agency securities are valued at the last reported sales price. Administration costs of the plan are financed through contributions and investment earnings. Annual OPEB Cost and Net OPEB Obligation: The City’s annual other postemployment benefit (OPEB) cost (expense) and net OPEB Obligation for the current year were as follows: Annual required contribution $ 15,656 Interest on net OPEB obligation (382) Adjustment to annual required contribution Annual OPEB cost (expense) 1,214 16,488 Contributions made (15,375) Increase in net OPEB obligation 1,113 Net OPEB obligation, beginning of year (20,928) Net OPEB obligation, end of year $ (19,815) Trend Information Year Annual Percentage of Net Ended OPEB Annual OPEB Cost OPEB June 30 Cost Contributed Obligation 2010 $ 15,009 2011 15,042 77.51 (20,928) 2012 16,488 93.25 (19,815) 99.72% $ (24,311) D-76 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Funded Status and Funding Progress: As of July 1, 2012, the most recent actuarial valuation date, the plan was 18 percent funded. The actuarial accrued liability for benefits was $224,184. The actuarial value of assets was $40,742, resulting in an unfunded actuarial accrued liability (UAAL) of $183,442. The covered payroll (annual payroll of active employees covered by the plan) was $294,793 and the ratio of the UAAL to the covered payroll was 62.23 percent. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality, and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented below, presents multiyear trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. Schedule of Funding Progress UAAL as a Actuarial Accrued Percentage of Actuarial Actuarial Liability (AAL) - Valuation Value of Projected Unit Unfunded AAL Ratio (a / Covered Payroll ([b - a] Date Assets (a) Credit (b) (UAAL) (b - a) b) Payroll ( c) / c) 01/01/07 07/01/09 07/01/11 $ - $ 33,006 40,742 Funded 229,764 $ 207,301 224,184 Schedule of Employer Contributions Annual Year Ended Required Percentage June 30 Contribution Contributed 2008 $ 17,041 166.49% 2009 14,405 195.06 2010 14,405 103.90 2011 14,405 80.94 2012 15,656 98.21 D-77 229,764 174,295 183,442 Covered -% $ 275,955 15.92 322,162 18.17 294,793 83.26% 54.10 62.23 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Actuarial Methods and Assumptions: Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and the plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce the effects of shortterm volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. Additional information follows: Actuarial valuation date 07/01/11 Actuarial cost method Projected unit credit Asset valuation method Actuarial assumptions: Market value Investment rate of return 7.75% Projected salary increases Annual healthcare cost trend rate 4.50% 7.00 to 5.00% (year of ultimate trend rate 2016) Includes inflation at Amortization method 4.50% Level percentage of projected payroll, closed Remaining amortization period 26 years g. Deferred Compensation Plan The City offers its employees a deferred compensation plan created in accordance with Internal Revenue Code Section 457. The plan, which is available to all City employees, permits them to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. The plan assets are placed in trust for the exclusive benefit of the participants and their beneficiaries and therefore are not included in the City’s financial statements. D-78 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) 6. OTHER INFORMATION a. Airport Leasing Arrangements with Tenants A major portion of the Airport’s assets are leased under operating agreements with airlines and other tenants. The total cost and accumulated depreciation of the assets at June 30, 2012 follows: Land Buildings Runways Improvements other than buildings Machinery and equipment $ Total Less accumulated depreciation 297,504 626,667 392,108 85,647 34,785 1,436,711 533,894 Total $ 902,817 The following is a schedule of minimum future rental income on noncancelable operating leases subsequent to June 30, 2012: 2013 2014 2015 2016 2017 2018-2022 2023-2027 2028 Total minumum future rental income $ $ 35,734 35,854 35,975 30,363 7,056 35,283 35,283 119,558 335,106 Of the $335,106 minimum future rental income on noncancelable operating leases, $266,154 relates to agreements with US Airways, Inc. See Note 6.h. for additional information related to US Airways, Inc. Contingent rentals that may be received under certain leases based on the tenant’s revenues, fuel flow or usage are not included above. Contingent rentals of approximately $57,121 were received during the year ended June 30, 2012. D-79 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) b. Passenger Facility Charges The Federal Aviation Administration (FAA) authorized the Airport to collect Passenger Facility Charges (PFC) of $3 per qualifying enplaned passenger commencing November 1, 2004. The net receipts from PFC are accounted for on the accrual basis of accounting and are restricted to use on FAA approved projects. The Airport has been authorized to collect PFC in the aggregate amount of $1,039,776. Collections during fiscal year 2012 were $53,094 and aggregate collections from inception through June 30, 2012 were $356,153. c. Insurance (1) Employee Health and Life The City provides health and life benefits to employees and retirees. Private companies administer these benefits pursuant to administrative services agreements. The City maintains insurance coverage with private carriers for life claims, vision claims, and excess coverage for health claims in excess of $350 per year per person. The City has an Employee Health and Life Insurance Fund (EHLIF), an internal service fund, to account for and finance its health and life insurance program. All City funds participate in the program and make payments to the EHLIF for both an amount per employee and a proportionate share of the administrative cost. The amount per employee is based on actuarial estimates of amounts needed to pay prior and current year claims. The employees and retirees contribute a portion of the cost for health coverage. The City provides life insurance for employees in the amount of two times the employees’ salary up to a maximum of $100. Employees may purchase additional life insurance up to a maximum of four times their salary. Liabilities include amounts for both reported and incurred but not reported claims. The changes in the fund’s liabilities follow: Claims and Beginning Changes in Claims Of Year Estimates Payments End of Year 2012 $ 8,104 $ 64,196 $ (64,383) $ 7,917 2011 7,499 59,404 (58,799) 8,104 At June 30, 2012, the EHLIF held $20,902 in cash and equivalents for payments of these claims. (2) Risk Management The City is exposed to various risks of loss related to torts; thefts of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. D-80 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) The City has a Risk Management Fund (RMF), an internal service fund, to account for and finance its insured and uninsured risks of loss. Currently, insurance coverage is purchased for excess property damage for buildings, contents and City buses; excess workers’ compensation; excess vehicle and general liability; police professional liability; police helicopter hull liability and airport liability, City bus liability, railroad protective liability, passenger railway liability for the light rail train operations and property insurance on the light rail vehicles. Insurance coverage includes vehicle and general liability claims in excess of $2,000 but less than $22,000 per occurrence, workers’ compensation claims in excess of $2,000, property damage claims in excess of $100 and flood insurance $100,000 in all flood zones, except $10,000 in flood zone A in excess of federal flood program maximums. The finance officer is bonded for $100. Employees who handle funds or have access to inventories are bonded under a blanket bond for $250. Settled claims have not exceeded insurance coverage in the past three years. The actuarially determined losses for the remaining risks and deductible amounts are funded in the RMF. All funds of the City participate in the risk management program and make payments to the RMF based on historical cost information or actuarial estimates of the amounts needed to pay prior and current year claims and establish a reserve for catastrophic losses. Pursuant to administrative agreements, the City provides risk management services to Mecklenburg County and the Charlotte-Mecklenburg Board of Education. There is no transfer or pooling of risks among entities. Amounts collected or due and amounts paid or to be paid to settle claims for Mecklenburg County and the Charlotte-Mecklenburg Board of Education are reported as a net liability on an accrual basis. At June 30, 2012, $6,439 was held as deposits for these entities. This amount is reflected as a long-term liability, Due to Participants, in the RMF. The claims liability of $37,220 reported in the RMF at June 30, 2012, is based on GASB Statement No. 10, which requires that a liability for claims be reported if information prior to the issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Claims liabilities are based on the estimated ultimate cost of settling the claims, which includes incremental claim adjustment expenditures/expenses (i.e., outside legal assistance) and estimated recoveries on unsettled claims as required by GASB Statement No. 30. The changes in the fund’s liabilities follow: Claims and Beginning Changes in Claims Of Year Estimates Payments End of Year 2012 $ 42,041 $ 10,481 $ (15,302) $ 37,220 2011 39,355 19,401 (16,715) 42,041 At June 30, 2012, the RMF held $65,438 in cash and cash equivalents for payments of these claims. D-81 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) d. Commitments and Contingencies Noise litigation suits have been filed against the City in connection with the operation of the Charlotte/Douglas International Airport. In the opinion of the City’s attorney and management, the ultimate outcome of the suits is not expected to have a significant impact upon the financial position or results of operations of the Airport Fund. The City is also party to a number of other civil injustice lawsuits and legal actions. In the opinion of the City’s attorney and management, the ultimate outcome of these legal matters is not expected to have a significant impact upon the City’s financial position. The City is currently evaluating a number of environmental issues including two former landfill sites. Until site assessments and further studies are completed, the cleanup costs can only be estimated. During the current fiscal year a provision for cleanup costs of $592 has been provided within the financial statements. In the opinion of City management, costs ultimately incurred are not expected to have a material effect on the City’s financial position after giving effect to the provision for clean-up costs. The City manages a Brownfield Assessment Grant Program which assists property and business owners and infill developers in overcoming barriers that contamination presents for the redevelopment of underutilized brownfield sites in distressed business districts and neighborhoods. The Program provides fifty percent matching funds, up to $20 per site, to property owners for site assessment, design of remediation activities, and legal expenses for redevelopment sites suspected of contamination. When the City enters into the agreements, it legally obligates itself to participate in the cleanup activities of the remediation effort. The amount of the liability is derived from the grant agreements and assumes no unexpected change orders. The City has received a number of federal and state grants for specific purposes that are subject to review by the grantor agencies. Such reviews could lead to requests for reimbursement to the grantor agencies for expenditures disallowed under terms of the grants. The City management believes that such disallowances, if any, would not be significant. D-82 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Authorized capital projects at June 30, 2012, are comprised of the following by fund: Project Authorization GovernmentalCapital Projects EnterpriseWater and Sewer Storm Water Airport Public Transit Expended Unexpended $ 1,853,438 $ 1,295,260 $ Total Enterprise Total 558,178 2,374,614 420,073 1,087,437 908,537 1,576,406 302,265 787,494 815,707 798,208 117,808 299,943 92,830 4,790,661 3,481,872 1,308,789 $ 6,644,099 $ 4,777,132 $ 1,866,967 Financial resources are available to fund the total amount of unexpended authorizations. Outstanding encumbrances are amounts needed to pay any commitments related to purchase orders and contracts that remain unperformed at year-end. For governmental funds, encumbrances are included within the restricted, committed, or assigned fund balances, as appropriate and are established in the funds as follows: General $ Capital Projects Nonmajor governmental Total 17,039 118,131 41,298 $ 176,468 The City has construction and other contractual commitments at June 30, 2012, as follows by fund: GovernmentalCapital Projects Nonmajor governmental $ Total Governmental 6,349 4,729 11,078 EnterpriseWater and Sewer Storm Water Airport Public Transit 139,481 46,464 183,852 29,311 Total Enterprise 399,108 Total $ 410,186 D-83 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) The City has operating lease commitments for land and office space with future rentals under these leases at June 30, 2012, as shown below: Year 2013 2014 2015 2016 2017 2018-2030 Amount $ 2,668 1,830 1,287 1,027 496 1,972 $ 9,280 Related lease expense was approximately $2,874 in 2012. e. Arena Time Warner Cable Arena was constructed and financed by the City of Charlotte and opened in October 2005. The primary tenant of the arena is the National Basketball Association’s Charlotte Bobcats. Terms of a twenty-five year lease entitle the team to all operating revenues and the team is responsible for all operating expense, including non-basketball related events. The City and the Team each contribute $250 annually (escalating at five percent per year to a maximum of $500) to a capital reserve fund. Any capital expenses in excess of the reserve are the responsibility of the City. While the City of Charlotte retains ownership of the facility, the Charlotte Regional Visitors Authority provides operation support for the Arena. The $200 million project was funded primarily through a combination of installment financing obligations supported by a portion of an occupancy tax and a dedicated rental car tax, private contributions and the sale of City assets. The City is entitled to damages based on the number of years remaining on the lease if the team violates the agreement. f. NASCAR Hall of Fame NASCAR Hall of Fame was constructed and financed by the City of Charlotte and opened in May 2010. The $140 million project was funded through a combination of installment financing obligations supported by a dedicated two percent occupancy tax and private loans repaid through land sales and private contributions. The City also receives a portion of sponsorship money and deferred NASCAR royalty payments to help service the debt. The City of Charlotte owns the facility and the Charlotte Regional Visitors Authority is fully responsible for Hall operations. However, the City can supplement capital maintenance and repair costs through the dedicated revenues if funds are available. The City is responsible for any capital costs for the facility. D-84 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) g. Cultural Arts Facilities The Cultural Arts Facilities consist of the Harvey B. Gantt Center for African-American Arts & Culture, the Bechtler Museum of Modern Art, the Mint Museum, and the Knight Theater, and are known collectively as the Levine Center for the Arts. All four facilities opened in fiscal year 2010 and are owned by the City, with Mecklenburg County entitled to a 30 percent share when the debt is retired. The $120 million project is part of a $600 million mixed-use development project, including the 50 story Duke Energy Center. The projects were funded through a combination of installment financing obligations supported by City revenues and ongoing City and County contributions derived from a synthetic tax increment finance payment of $1,650 (divided proportionally between the City and County) annually through 2026. In addition, Wells Fargo Corporation is under contract to pay the difference between actual tax collections and $1,650 annually. All four sites are leased by the City to non-profits, which are responsible for operating the facilities. The City and County (70/30 share) are responsible for capital repairs and major maintenance. h. US Airways US Airways, Inc. (US Airways), a wholly owned subsidiary of US Airways Group, Inc., is the major passenger airline serving Charlotte/Douglas International Airport (Airport). For the fiscal year ended June 30, 2012, US Airways and its affiliates provided 23.67 percent of the Airport’s operating revenues. US Airways conducts its passenger air carrier operations at the Airport pursuant to several agreements, the most significant of which is the City of Charlotte’s 1985 Airport Agreements and Lease (Airport Agreement), which has also been executed by American Airlines, Continental Airlines, Delta Air Lines, Northwest Airlines, and United Airline (collectively, the Signatory Airlines). Pursuant to the Airport Agreement, the Signatory Airlines lease certain premises in the passenger terminal building (terminal) and are obligated to pay landing fees and terminal rentals which, in the aggregate, are sufficient to enable the City to pay the annual operating expenses of the airfield and terminal, and the annual debt service on General Airport Revenue Bonds (GARBS) issued by the City to fund airfield and terminal improvements. As of June 30, 2012, the City had $684,890 of GARBS outstanding, the proceeds of which were used for airfield and terminal improvements. The GARBS are not general obligations of the City and are payable solely from revenues generated by the City in the airfield and terminal. The City has $35,451 in reserve to pay principal and interest on GARBS. In addition to the GARBS, the City has also issued Special Facility Revenue Bonds to finance the construction of crew training, airfield maintenance and other Airport facilities (Special Facilities) that are leased to US Airways by the City. As rental for the Special Facilities, US Airways is obligated to pay directly to the City a Ground Rental and an Airport Service Fee Rental. In addition, US Airways is obligated to pay directly to a Trustee for the benefit of bondholders a facility rental (Special D-85 CITY OF CHARLOTTE, NORTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS-(Continued) JUNE 30, 2012 (Dollar Amounts In Thousands) Facilities Debt Service Rental) in an amount equal to the annual installments of principal and interest on the Special Facility Revenue Bonds. The Special Facilities Debt Service Rental is not a general obligation of the City. If US Airways fails to pay the Special Facilities Debt Service Rentals, the City is obligated to use reasonable efforts to re-let the Special Facilities to another tenant and apply the debt service rentals from such re-letting to the payment of the principal and interest on the Special Facility Revenue Bonds. The City is not obligated to make any payments relating to the Special Facilities or the Special Facility Revenue Bonds except for such debt service rentals as it receives from the tenant of the Special Facilities. As of June 30, 2012, there was $114,910 of Special Facility Revenue Bonds outstanding. The Special Facility Revenue Bonds provide for the semi-annual payment of interest with a lump-sum payment of principal on the maturity date of the bonds. The Special Facility Revenue Bonds mature on July 1, 2027 and February 1, 2028. D-86 APPENDIX E PROPOSED FORM OF LEGAL OPINION # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1# APPENDIX E PROPOSED FORM OF LEGAL OPINION September __, 2013 City of Charlotte, North Carolina Charlotte, North Carolina $___________ City of Charlotte, North Carolina General Obligation Refunding Bonds, Series 2013B Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance and sale by the City of Charlotte, North Carolina (the “City”) of $___________ General Obligation Refunding Bonds, Series 2013B (the “Bonds”). The Bonds are issuable as fully registered obligations and will mature and bear interest at the rates and at the times established in a bond resolution adopted by the City Council of the City (the “City Council”) on July 22, 2013 (the “Bond Resolution”) and in the Pricing Certificate (as defined in the Bond Resolution). In connection with the issuance of the Bonds, we have examined the following, and we have assumed the truth and accuracy of the representations, covenants and warranties set forth therein: a. Certified copies of the Bond Resolution and the Bond Order (as defined in the Bond Resolution); b. c. this opinion. A specimen Bond; and Such other documents as we deemed relevant and necessary in rendering From such examination we are of the opinion, under existing law, that: 1. The Bonds have been duly authorized under the provisions of the Constitution and laws of the State of North Carolina (the “State”), including The Local Government Bond Act, Section 159-43 et seq., of the General Statutes of North Carolina. 2. The Bonds are legal, valid and binding general obligations of the City. The rights of the owners of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. 3. The City has pledged its faith and credit for the payment of the principal of and the interest on the Bonds, and the City is authorized to levy on all real property taxable by the City such ad City of Charlotte, North Carolina September __, 2013 Page 2 valorem taxes as may be necessary to pay the Bonds and the interest thereon without limitation as to rate or amount. 4. Interest on the Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing federal alternative minimum tax imposed on certain corporations. The opinion set forth in the preceding sentence is subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that the interest on the Bonds be, or continue to be, excludable from gross income for federal income tax purposes. The City has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 5. The interest on the Bonds is exempt from State of North Carolina income taxation. Our services as bond counsel have been limited to rendering the foregoing opinion based on our review of such proceedings and documents as we deem necessary to approve the validity of the Bonds and the tax status of interest thereon. In rendering the foregoing opinions, we have assumed the accuracy and truthfulness of all public records and of all certifications, documents and other proceedings examined by us that have been executed or certified by public officials acting within the scope of their official capacities and have not verified the accuracy or truthfulness thereof. We have also assumed the genuineness of the signatures appearing upon such public records, certifications, and documents and proceedings. We express no opinion herein as to the financial resources of the City, the ability of the City to make payments of the principal of or interest on the Bonds, or the accuracy or completeness of any information, including the Preliminary Official Statement or the Official Statement relating to the Bonds, that may have been relied on by anyone in making the decision to purchase the Bonds. Respectfully submitted, PARKER POE ADAMS & BERNSTEIN LLP E-2 APPENDIX F BOOK ENTRY SYSTEM # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1# APPENDIX F THE FOLLOWING DESCRIPTION OF DTC, OF PROCEDURES AND RECORD KEEPING ON BENEFICIAL OWNERSHIP INTERESTS IN THE 2013B BONDS, PAYMENT OF INTEREST AND OTHER PAYMENTS WITH RESPECT TO THE 2013B BONDS TO DTC PARTICIPANTS OR TO BENEFICIAL OWNERS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE 2013B BONDS, AND OR OTHER TRANSACTIONS BY AND BETWEEN DTC, DTC PARTICIPANTS AND BENEFICIAL OWNERS IS BASED ON INFORMATION FURNISHED BY DTC. The Depository Trust Company a subsidiary of The Depository Trust & Clearing Corporation 1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the 2013B Bonds. The 2013B Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond will be issued for each maturity of the 2013B Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE 2013B BONDS, AS DTC'S PARTNERSHIP NOMINEE, REFERENCE HEREIN TO THE OWNERS OR REGISTERED OWNERS OF THE 2013B BONDS WILL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE 2013B BONDS. 2. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of the 2013B Bonds. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. 3. Purchases of 2013B Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2013B Bonds on DTC's records. The ownership interest of each actual purchaser of the 2013B Bonds ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests with respect to the 2013B Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive F-1 certificates representing their ownership interests in 2013B Bonds, except in the event that use of the book-entry system for the 2013B Bonds is discontinued. 4. To facilitate subsequent transfers, all 2013B Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of 2013B Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2013B Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2013B Bonds arc credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2013B Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2013B Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of 2013B Bonds may wish to ascertain that the nominee holding the 2013B Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. 6. Prepayment notices will be sent to DTC. If less than all of the 2013B Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2013B Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts 2013B Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). BECAUSE DTC IS TREATED AS THE OWNER OF THE 2013B BONDS FOR SUBSTANTIALLY ALL PURPOSES UNDER THE BOND RESOLUTION, BENEFICIAL OWNERS MAY HAVE A RESTRICTED ABILITY TO INFLUENCE IN A TIMELY FASHION REMEDIAL ACTION OR THE GIVING OR WITHHOLDING OF REQUESTED CONSENTS OR OTHER DIRECTIONS. IN ADDITION, BECAUSE THE IDENTITY OF BENEFICIAL OWNERS IS UNKNOWN TO THE COMMISSION, TO THE CITY OR TO DTC, IT MAY BE DIFFICULT TO TRANSMIT INFORMATION OF POTENTIAL INTEREST TO BENEFICIAL OWNERS IN AN EFFECTIVE AND TIMELY MANNER. BENEFICIAL OWNERS SHOULD MAKE APPROPRIATE ARRANGEMENTS WITH THEIR BROKER OR DEALER REGARDING DISTRIBUTION OF INFORMATION REGARDING THE 2013B BONDS THAT MAY BE TRANSMITTED BY OR THROUGH DTC. 8. Prepayment proceeds, distributions, and dividend payments on the 2013B Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the City or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of prepayment proceeds, distributions, and dividend payments to Cede & Co. F-2 (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Commission, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. T HE CITY AND THE COMMISSION CANNOT AND DO NOT GIVE ASSURANCE THAT DIRECT AND INDIRECT PARTICIPANTS WILL PROMPTLY TRANSFER PAYMENTS TO BENEFICIAL OWNERS. 9. DTC may discontinue providing its services as depository with respect to the 2013B Bonds at any time by giving reasonable notice to the Commission and the City. Under such circumstances, in the event that a successor depository is not obtained, physical certificates are required to be printed and delivered. 10. The Commission or the City may decide to discontinue use of the system of book-entryonly transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered to DTC. 11. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources the Commission and the City believe to be reliable, but the Commission and the City take no responsibility for the accuracy thereof. THE COMMISSION AND THE CITY HAVE NO RESPONSIBILITY OR OBLIGATION TO DTC, THE DIRECT PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT, OR THE MAINTENANCE OF ANY RECORDS; (2) THE PAYMENT BY DTC OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE 2013B BONDS, OR THE SENDING OF ANY TRANSACTION STATEMENTS; (3) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE BOND RESOLUTION TO BE GIVEN TO OWNERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS UPON ANY PARTIAL PREPAYMENT OF THE 2013B BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE AS THE REGISTERED OWNER OF THE 2013B BONDS, INCLUDING ANY ACTION TAKEN PURSUANT TO AN OMNIBUS PROXY. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources the Commission and the City believe to be reliable, but the Commission and the City take no responsibility for the accuracy thereof. F-3 # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1#