City of Mobile

This Preliminary Official Statement and the information herein is subject to change, completion, and amendment without notice. A definitive Official Statement will be made available prior to the delivery of these securities. See “INTRODUCTION– Changes to the Preliminary Official Statement”. 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 these securities 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. through thefacilitiesofTheDepositoryTrustCompany inNewYork,Yorkonorabout______. & FormanLLP,Mobile,Alabama.Itisexpectedthat theWarrantsindefinitiveformwillbeavailablefordelivery Cooper &Gale,P.C.,Mobile,Alabama.Certainlegal matterswillbepassedonfortheCitybyitscounsel,Burr Cooper &Gale,P.C.,Mobile,Alabama.Certainlegal matterswillbepassedonbyDisclosureCounsel,Maynard, Warrants, see“RISKFACTORS”and“DISCLAIMERSANDOTHERMISCELLANEOUSMATTERS”. and creditareirrevocablypledged. August 15,beginningFebruary2018. New York,asdescribedmoreparticularlyherein.InterestwillbepayableontheWarrantseachFebruary 15and issued, willberegisteredinthenameofCede&Co.,asnomineeTheDepositoryTrustCompany,New York, to inthisOfficialStatementasthe“Warrants”.TheWarrantsareissuablefullyregisteredwarrantsand, when * Preliminary; subject tochange. The dateofthis OfficialStatementis______. investment decision. Investors mustreadtheentireOfficialStatementto obtaininformationessentialtothemakingofaninformed Dated: Dateofdelivery Series 2017CWarrantsandthe2017DWarrants. 2017D WARRANTS”hereinforfurtherinformationandcertainothertaxconsequencesarisingwithrespecttothe MATTERS RELATINGTOTHESERIES2017CWARRANTS”,and“TAX 2017C WarrantsandtheSeries2017DwillbeexemptfromStateofAlabamaincometaxation.See“TAX federal incometaxpurposes.BondCounselisalsooftheopinionthat,underexistinglaw,interestonSeries Counsel, underexistinglaw,interestontheSeries2017DWarrantswillnotbeexcludablefromgrossincomefor for purposesofthefederalalternativeminimumtaxonindividualsandcorporations.InopinionBond that interest thereon be and remain excludable from grossincome, and (ii) will not be an item of tax preference Internal Revenue Code that must be satisfied subsequent to the issuance ofthe Series 2017CWarrants in order excludable fromgrossincomeforfederaltaxpurposesiftheCitycomplieswithallrequirementsof NEW ISSUES(2)-BOOKENTRYONLY FOR MATURITIES,AMOUNTS,RATES,PRICES,YIELDS,ANDCUSIPNUMBERS,SEEINSIDE COVER. This cover page contains certain information for quick reference only. It is The Warrantsareofferedwhen,asandifissued,subject toapprovalofvaliditybyBondCounsel,Maynard, For a description of certain risk factors and other considerations involved in an investment in the The Warrantswillbesubjecttoredemptionpriortheirrespectivematuritiesasdescribedherein. The Warrants will constitute general obligations of the City for the payment of which its full faith The Series2017CWarrantsandthe2017Dconstituteseparateseriesaretogetherreferred In theopinionofBondCounsel,underexistinglaw,interestonSeries2017CWarrants(i)willbe HARBOR FINANCIAL RAYMOND JAMES Tax-Exempt GeneralObligation PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 8, 2017 Warrants, Series2017C THE FRAZERLANIER COMPANY,INCORPORATED

$9,045,000*

CITY OF MOBILE SECURITIES CAPITAL CORPORATION Taxable GeneralObligation Warrants, Series2017D $48,895,000* Due: February15,asshownonthe STIFEL not a summary of this issue. (See “RATINGS”herein.) RATINGS: S&PAA- inside coverpage Moody’s Aa2

______

$9,045,000* CITY OF MOBILE Tax-Exempt General Obligation Warrants, Series 2017C

MATURITIES, AMOUNTS, RATES, PRICES, YIELDS, AND CUSIP NUMBERS

Principal Interest Price or Principal Interest Price or Maturity Amount Rate Yield CUSIP Maturity Amount Rate Yield CUSIP

$______% Term Warrants maturing on ______1, ____ (Price or Yield: $______), CUSIP No.______

______

$48,895,000* CITY OF MOBILE Taxable General Obligation Warrants, Series 2017D

MATURITIES, AMOUNTS, RATES, PRICES, YIELDS, AND CUSIP NUMBERS

Principal Interest Price or Principal Interest Price or Maturity Amount Rate Yield CUSIP Maturity Amount Rate Yield CUSIP

$______% Term Warrants maturing on ______1, ____ (Price or Yield: $______), CUSIP No.______

______

*Preliminary; subject to change. ______

CITY OF MOBILE

MAYOR

William S. (Sandy) Stimpson ______

CITY COUNCIL

Fredrick D. Richardson, Jr., Councilmember, Dist. 1 Levon C. Manzie, Councilmember, Dist. 2 C.J. Small, Councilmember, Dist. 3 John C. Williams, Councilmember, Dist. 4 Joel Daves, Councilmember, Dist. 5 Bess Rich, Councilmember, Dist. 6 Gina Gregory, Councilmember, Dist. 7 ______

ADMINISTRATIVE

Paul C. Wesch, Executive Director of Finance & Acting Chief of Staff Patricia A. Aldrich, Comptroller Lisa C. Lambert, City Clerk ______

COUNSEL FOR THE CITY

Burr & Forman LLP Mobile, Alabama ______

BOND COUNSEL AND DISCLOSURE COUNSEL TO THE CITY

Maynard, Cooper & Gale, P.C. Birmingham, Alabama ______

AUDITORS

Smith, Dukes & Buckalew LLP Mobile, Alabama ______

FINANCIAL ADVISOR

PFM Financial Advisors LLC Huntsville, Alabama ______[THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS

Page

INTRODUCTION ...... 1 General ...... 1 Changes to the Preliminary Official Statement ...... 2

GLOSSARY OF TERMS USED IN OFFICIAL STATEMENT ...... 2

DESCRIPTION OF THE WARRANTS ...... 2 General Provisions...... 2 Method and Place of Payment ...... 3 Redemption of Series 2017C Warrants Prior to Maturity ...... 3 Redemption of Series 2017D Warrants Prior to Maturity ...... 4 Other Matters Related to Redemption Prior to Maturity ...... 5 Registration and Exchange ...... 6 Provision for Payment of Warrants ...... 6 Book-Entry Only System ...... 6 Authority for Issuance ...... 6

SECURITY AND SOURCE OF PAYMENT ...... 7 General ...... 7 Remedies ...... 7 The United States Bankruptcy Code ...... 7

THE PLAN OF FINANCING ...... 7 General ...... 7 Refunding Plan for the Series 2008B Warrants ...... 7 Refunding Plan for the Series 2009A Warrants ...... 8

SOURCES AND USES OF FUNDS ...... 9

DEBT SERVICE REQUIREMENTS ...... 10 Series 2017C Warrants ...... 10 Series 2017D Warrants ...... 11

THE CITY ...... 12

LITIGATION RELATING TO THE WARRANTS ...... 12

RISK FACTORS ...... 12 General ...... 12 Limitations on Rights of Holders of the Warrants/Limitations on City Revenue Increases ...... 12 The United States Bankruptcy Code ...... 12 Hurricanes and Other Severe Weather ...... 13 Tax-Exempt Status of Series 2017C Warrants ...... 13

LEGAL MATTERS ...... 13

TAX MATTERS RELATING TO THE SERIES 2017C WARRANTS ...... 14 General ...... 14 Original Issue Discount ...... 15 Premium ...... 15 No Bank Qualification ...... 15

i Verification of Certain Computations Relating to Series 2017C Warrants ...... 15

TAX MATTERS RELATING TO THE SERIES 2017D WARRANTS ...... 16 General ...... 16 Collateral Tax Consequences ...... 16 Verification of Certain Computations Relating to Series 2017D Warrants ...... 16

UNDERWRITING ...... 16

CONTINUING DISCLOSURE ...... 16 General ...... 16 Compliance with Prior Undertakings ...... 18 Implementation of Continuing Disclosure Compliance Procedures ...... 18

RATINGS ...... 18

INDEPENDENT AUDITORS ...... 19

FINANCIAL ADVISOR ...... 19

DISCLAIMERS AND OTHER MISCELLANEOUS MATTERS ...... 19

ADDITIONAL INFORMATION ...... 21

Appendix A - Information on the City of Mobile Appendix B - Audited Financial Statements of the City of Mobile for the fiscal year ended September 30, 2016 Appendix C - Book-Entry Only System Appendix D - Proposed Opinions of Bond Counsel

ii OFFICIAL STATEMENT

Regarding CITY OF MOBILE

$9,045,000∗ $48,895,000* Tax-Exempt General Obligation Taxable General Obligation Warrants, Warrants, Series 2017C Series 2017D

INTRODUCTION

General

This Official Statement is furnished in connection with the issuance by the City of Mobile (the “City”) of its Tax-Exempt General Obligation Warrants, Series 2017C (the “Series 2017C Warrants”) and its Taxable General Obligation Warrants, Series 2017D (the “Series 2017D Warrants”, together with the Series 2017C Warrants, the “Warrants”) referred to above.

The City is a municipal corporation organized under the laws of the State of Alabama. The Warrants will be issued pursuant to two separate ordinances (the “Warrant Ordinances”) adopted by the governing body of the City.

The Warrants will constitute general obligations of the City for the payment of which its full faith and credit are irrevocably pledged. See “SECURITY AND SOURCE OF PAYMENT”.

For information regarding the tax treatment of the Warrants, see “TAX MATTERS RELATING TO THE SERIES 2017C WARRANTS” and “TAX MATTERS RELATING TO THE SERIES 2017D WARRANTS”.

The Warrants are being issued for the purpose of (i) refunding certain outstanding debt of the City and (ii) paying the costs of issuing the Warrants. See “THE PLAN OF FINANCING”.

The Warrants are subject to optional and mandatory redemption at the times and under the circumstances set forth herein. See “DESCRIPTION OF THE WARRANTS - Redemption of Series 2017C Warrants Prior to Maturity” and “DESCRIPTION OF THE WARRANTS - Redemption of Series 2017D Warrants Prior to Maturity”. The Warrants are being offered in the denomination of $5,000 or any multiple thereof and may be transferred and exchanged subject to certain terms and conditions set forth herein. See “DESCRIPTION OF THE WARRANTS”

For a description of certain risk factors and other considerations involved in an investment in the Warrants, see “RISK FACTORS” and “DISCLAIMERS AND OTHER MISCELLANEOUS MATTERS”.

The City has covenanted to undertake certain continuing disclosure pursuant to Rule 15c2-12 of the Securities and Exchange Commission. See “CONTINUING DISCLOSURE”.

The Series 2017C Warrants and the Series 2017D Warrants are being issued as separate series because, as described more particularly in “TAX MATTERS RELATING TO THE SERIES 2017C WARRANTS” and “TAX MATTERS RELATING TO THE SERIES 2017D WARRANTS”, the tax attributes of the two series differ.

This Official Statement speaks only as of its date, and the information contained herein is subject to change. This introduction contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision.

∗ Preliminary; subject to change. Changes to the Preliminary Official Statement

This Preliminary Official Statement and the information herein are subject to change, completion, and amendment. A final, definitive Official Statement will be made available prior to the delivery of the Warrants.

For purposes of this Preliminary Official Statement, selling compensation, delivery dates, and certain other information dependent on pricing of the Warrants have been omitted. Further, for purposes of this Preliminary Official Statement, offering prices, interest rates, aggregate principal amount, principal amount per maturity, and certain other information dependent on pricing of the Warrants have been estimated. Actual information dependent on pricing will be established after pricing of the Warrants and will be reflected in the final Official Statement. Such actual information will vary from the estimates.

Investors should check under the heading “INTRODUCTION–Changes to the Preliminary Official Statement” in the final Official Statement for guidance regarding information dependent on pricing of the Warrants and for guidance regarding other information that is changed between the date of this Preliminary Official Statement and the date of the final Official Statement.

GLOSSARY OF TERMS USED IN OFFICIAL STATEMENT

Certain capitalized terms used frequently in this Official Statement are defined in this section of the Official Statement.

“City” means the City of Mobile, a municipal corporation under the laws of the State of Alabama.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Paying Agent” means Regions Bank, Birmingham, Alabama, which is the paying agent and registrar for the Warrants.

“Refunded Warrants” means those warrants discussed under “THE PLAN OF FINANCING”.

“Series 2017C Warrants” means the City’s $9,045,000∗ Tax-Exempt General Obligation Warrants, Series 2017C, which are being offered by this Official Statement.

“Series 2017D Warrants” means the City’s $48,895,000* Taxable General Obligation Warrants, Series 2017D, which are being offered by this Official Statement.

“Warrants” means the Series 2017C Warrants and the Series 2017D Warrants.

“Warrant Ordinances” means the two separate ordinances adopted by the governing body of the City authorizing the issuance of the Warrants.

DESCRIPTION OF THE WARRANTS

General Provisions

The Warrants will be fully registered warrants in the denomination of $5,000 or any multiple thereof, will be dated the date of their delivery, and will be numbered separately from 1 upward.

The Warrants will mature annually on February 15 in the amounts and years set forth on the inside cover page hereof. The Warrants will bear interest at the applicable per annum rates set forth on the inside cover page

∗ Preliminary; subject to change.

2 hereof. Interest shall be computed on the basis of a 360-day year with 12 months of 30 days each. Interest on the Warrants will be payable on each February 15 and August 15, beginning February 15, 2018.

Method and Place of Payment

The Warrants will be issued in book-entry only form, as described below under “Book-Entry Only System”, and the method and place of payment will be as provided in the book-entry only system. The provisions set forth in this section below will apply in the event that the use of the book-entry only system for the Warrants is discontinued.

Payment of interest due on each interest payment date will be made by check or draft mailed on such interest payment date to the persons who were registered holders of the Warrants on the regular record date for such interest payment date, which will be the 1st day of the month of such interest payment date. Payment of the principal of (and premium, if any, on) the Warrants and payment of accrued interest due upon redemption on any date other than an interest payment date will be made only upon surrender of the Warrants at the principal office of the Paying Agent (Regions Bank) in Birmingham, Alabama.

The holder of Warrants in an aggregate principal amount of $100,000 or more may, upon the terms and conditions of the Warrant Ordinances, request payment of debt service by wire transfer to an account of such holder maintained at a bank in the continental United States or by any other method providing for payment in same-day funds that is acceptable to the Paying Agent.

Redemption of Series 2017C Warrants Prior to Maturity

Optional Redemption. Series 2017C Warrants maturing on February 15, ______or thereafter, or any smaller principal amount of such Series 2017C Warrants that is a multiple of the smallest authorized denomination, may be redeemed at the option of the City on ______1, ____ or any date thereafter at the applicable redemption price (expressed as a percentage of principal amount) set forth in the table below plus accrued interest thereon to the redemption date:

Redemption Date Redemption Price

3 Mandatory Redemption of Term Warrants. The Series 2017C Warrants maturing on February 15, ______(the “Term Warrants”) are subject to mandatory redemption, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed plus accrued interest thereon to the redemption date, on February 15 in years and principal amounts (after credits as provided below) as follows:

Year Amount

______

$______of the Term Warrants will be retired at maturity

Not less than 45 or more than 60 days prior to each mandatory redemption date with respect to Term Warrants, the Paying Agent shall proceed to select for redemption, by lot, Term Warrants or portions thereof in an aggregate principal amount equal to the amount required to be redeemed and shall call such Term Warrants or portions thereof for redemption on such mandatory redemption date. The City may, not less than 60 days prior to any such mandatory redemption date, direct that any or all of the following amounts be credited against the Term Warrants scheduled for redemption on such date: (i) the principal amount of Term Warrants delivered by the City to the Paying Agent for cancellation and not previously claimed as a credit; (ii) the principal amount of Term Warrants previously redeemed (other than Term Warrants redeemed pursuant to this paragraph) and not previously claimed as a credit; and (iii) the principal amount of Term Warrants otherwise deemed paid in full and not previously claimed as a credit.

Redemption of Series 2017D Warrants Prior to Maturity

Optional Redemption. Series 2017D Warrants maturing on February 15, ______or thereafter, or any smaller principal amount of such Series 2017D Warrants that is a multiple of the smallest authorized denomination, may be redeemed at the option of the City on ______1, ____ or any date thereafter at the applicable redemption price (expressed as a percentage of principal amount) set forth in the table below plus accrued interest thereon to the redemption date:

Redemption Date Redemption Price

4 Mandatory Redemption of Term Warrants. The Series 2017D Warrants maturing on February 15, ______(the “Term Warrants”) are subject to mandatory redemption, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed plus accrued interest thereon to the redemption date, on February 15 in years and principal amounts (after credits as provided below) as follows:

Year Amount

______

$______of the Term Warrants will be retired at maturity

Other Matters Related to Redemption Prior to Maturity

Except in the case of mandatory redemption of Term Warrants, if less than all Warrants outstanding are to be redeemed, the particular Warrants to be redeemed may be specified by the City by written notice to the Paying Agent, or, in the absence of timely receipt by the Paying Agent of such notice, shall be selected by the Paying Agent by lot or by such other method as the Paying Agent shall deem fair and appropriate; provided, however, that (i) the principal amount of Warrants of each maturity to be redeemed must be a multiple of the smallest authorized denomination of Warrants, and (ii) if less than all Warrants with the same stated maturity are to be redeemed, the Warrants of such maturity to be redeemed shall be selected by lot by the Paying Agent.

Any redemption will be made upon at least 30 days’ notice by first-class mail to the holders of Warrants to be redeemed. A notice of optional redemption may state that the redemption of Warrants is contingent upon specified conditions such as receipt of a specified source of funds or the occurrence of specified events. If the conditions for such redemption are not met, the City shall not be required to redeem Warrants (or portions thereof) identified in such notice.

If a trust is established for payment of less than all Warrants of a particular maturity, the Warrants of such maturity to be paid from the trust shall be selected by the Paying Agent within 7 days after such trust is established and shall be identified by a separate CUSIP number or other designation satisfactory to the Paying Agent. The Paying Agent shall notify holders whose Warrants (or portions thereof) have been selected for payment from such trust and shall direct such holders to surrender their Warrants to the Paying Agent in exchange for Warrants with the appropriate designation.

Upon any partial redemption of a Warrant, such Warrant shall be surrendered to the Paying Agent in exchange for one or more new Warrants in authorized form for the unredeemed portion of principal.

5 Any Warrant (or portion thereof) which is to be redeemed must be surrendered to the Paying Agent for payment of the redemption price. Warrants (or portions thereof) duly called for redemption will cease to bear interest after the redemption date, unless the City defaults in payment of the redemption price.

Registration and Exchange

The Warrants will be issued in book-entry only form, as described below under “Book-Entry Only System”, and the method for registration and exchange of the Warrants will be as provided in the book-entry only system. The provisions set forth in this section below will apply in the event that the use of the book-entry only system for the Warrants is discontinued.

The Warrants are transferable only on the warrant register maintained at the principal office of the Paying Agent. Upon surrender of a Warrant to be transferred, properly endorsed, a new Warrant will be issued to the designated transferee.

The Warrants will be issued in denominations of $5,000 or any multiple thereof and, subject to the provisions of the Warrant Ordinances, may be exchanged for a like aggregate principal amount of Warrants, of any authorized denominations and of the same maturity, as requested by the holder surrendering the same.

No service charge shall be made for any transfer or exchange, but the City may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Provision for Payment of Warrants

The Warrants shall, prior to the maturity or redemption date thereof, be deemed to have been paid if the Paying Agent is provided with, among other things, (1) a trust agreement between the City and any bank or other financial institution having corporate trust powers making provision for the retirement of such Warrants by creating for that purpose an irrevocable trust fund sufficient to provide for payment and retirement of such Warrants, which said trust fund shall consist of federal securities, cash, or both federal securities and cash and (2) evidence satisfactory to the Paying Agent that, if the principal of and the interest on the investments (if any) forming part of the trust fund provided for in the trust agreement are paid on the respective due dates of such principal and interest, said trust fund will produce funds sufficient to provide for the full payment and retirement of such Warrants. At such time as the Warrants shall be deemed paid as aforesaid, they shall no longer be secured by or entitled to the benefits of the Warrant Ordinances, except for the purpose of any payment from such cash and/or federal securities deposited with the Paying Agent and for the purpose of transfer and exchange as provided in the Warrant Ordinances.

Book-Entry Only System

The Warrants are issuable as fully registered warrants and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, to which debt service payments on the Warrants will be made so long as Cede & Co. is the registered owner of the Warrants. Individual purchases of the Warrants will be made in book-entry only form, and individual purchasers (“Beneficial Owners”) of the Warrants will not receive physical delivery of bond certificates.

So long as DTC or its nominee is the registered owner of the Warrants, disbursement of debt service payments to DTC is the responsibility of the Paying Agent, disbursement of debt service payments to DTC Participants is the responsibility of DTC, and disbursement of debt service payments to the Beneficial Owner is the responsibility of DTC Participants or Indirect Participants as more fully described herein.

For more details on DTC and the book-entry only system, see Appendix C to this Official Statement.

Authority for Issuance

The Warrants are being issued by the City under the authority of the constitution and laws of the State of Alabama, including particularly Sections 11-47-2 and 11-81-4 of the Code of Alabama (1975).

6 SECURITY AND SOURCE OF PAYMENT

General

The Warrants will be general obligations of the City, for the payment of which the full faith and credit of the City will be irrevocably pledged. Revenues available to the City for payment of debt service on the Warrants include ad valorem taxes, sales and business license taxes and other general fund revenues. None of such legally available revenues are, however, specially pledged for payment of debt service on the Warrants. Information describing certain taxes and other revenues of the City is set forth in the Official Statement under the caption “FINANCIAL SYSTEM - Description of Major Sources of General Fund Revenues”.

Remedies

The Executive Director of Finance of the City is, under existing law, subject to mandamus in the event that he has money available for payment of debt service on the Warrants and does not apply such money as and to the extent provided in the Warrant Ordinances. Rights of the holders of the Warrants and the enforceability thereof may also be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and the exercise of judicial discretion in appropriate cases, including the law-imposed requirement that the City may first use its taxes and other revenues to pay the expenses of providing necessary governmental services before paying debt service on the Warrants.

The United States Bankruptcy Code

Chapter 9 of the United States Bankruptcy Code permits municipal corporations, political subdivisions and public agencies or instrumentalities, including the City, that are insolvent or unable to meet their debts to file petitions for relief in the federal bankruptcy courts if authorized by state law. While the matter is not entirely free from doubt, prospective purchasers of the Warrants should assume that existing Alabama statutes presently authorize the City and other political subdivisions in Alabama to file such petitions for relief.

Bankruptcy proceedings by the City could have adverse effects on holders of the Warrants, including (i) delay in the enforcement of their remedies, (ii) subordination of their claims to the claims of those supplying goods and services to the City after the initiation of bankruptcy proceedings and to the administrative expenses of bankruptcy proceedings, and (iii) imposition without their consent of a reorganization plan reducing or delaying payment on the Warrants. Such a reorganization plan, when confirmed by the bankruptcy court, binds all creditors who had timely notice or actual knowledge of the petition or plan and discharges all claims against the petitioning political subdivision provided for in the plan. No plan may, however, be confirmed by the court unless, among other conditions, either the plan has been accepted in writing by 2/3 in amount and more than 50% in number of the allowed claims of each class which is impaired by the plan, or the court finds that the plan does not discriminate unfairly, and is fair and equitable, with respect to each class of claims that is impaired under, and has not accepted, the plan.

THE PLAN OF FINANCING

General

The Series 2017C Warrants and the Series 2017D Warrants are being issued for the purpose of (i) refunding certain outstanding debt of the City and (ii) paying the costs of issuing such warrants.

Refunding Plan for the Series 2008B Warrants

The City has heretofore issued its $69,295,000 General Obligation Refunding and Improvement Warrants, Series 2008B (the “Series 2008B Warrants”), which are outstanding in the aggregate principal amount of $19,940,000. Series 2008B Warrants maturing in _____ and thereafter (the “Refunded 2008B Warrants”), which are outstanding in the aggregate principal amount of $______, will be refunded, on a current basis, with a portion of the proceeds of the Series 2017C Warrants. The Series 2008B Warrants with stated maturities prior to such date will not be refunded.

7 In order to effect the refunding of the Refunded 2008B Warrants, the City and Regions Bank, Birmingham, Alabama (the “Escrow Trustee”), will enter into an escrow trust agreement (the “Series 2008B Escrow Agreement”) simultaneously with the issuance of the Series 2017C Warrants. Pursuant to the Series 2008B Escrow Agreement, the City will establish an irrevocable trust fund for the benefit of the holders of the Refunded 2008B Warrants (the “Series 2008B Escrow Fund”) and will deposit therein a portion of the proceeds of the Series 2017C Warrants. The amount so deposited in the Series 2008B Escrow Fund will be used to purchase certain United States government securities. The cash flow from such securities, without reinvestment, when added to any uninvested cash in the Series 2008B Escrow Fund, will be sufficient to pay the redemption price (principal, premium, and accrued interest) of Refunded 2008B Warrants maturing in ______and thereafter, which will be called for redemption on February 15, 2018. After the Series 2008B Escrow Fund is established, the Refunded 2008B Warrants will no longer be considered outstanding.

Refunding Plan for the Series 2009A Warrants

The City has heretofore issued its $56,380,000 General Obligation Refunding Warrants, Series 2009A (the “Series 2009A Warrants”), which are outstanding in the aggregate principal amount of $55,850,000. Series 2009A Warrants maturing in ______and thereafter (the “Refunded 2009A Warrants”, together with the Refunded 2008B Warrants, the “Refunded Warrants”), which are outstanding in the aggregate principal amount of $______, will be advance refunded with a portion of the proceeds of the Series 2017D Warrants. The Series 2009A Warrants with stated maturities prior to such date will not be refunded.

In order to effect the refunding of the Refunded 2009A Warrants, the City and the Escrow Trustee will enter into an escrow trust agreement (the “Series 2009A Escrow Agreement”) simultaneously with the issuance of the Series 2017D Warrants. Pursuant to the Series 2009A Escrow Agreement, the City will establish an irrevocable trust fund for the benefit of the holders of the Refunded 2009A Warrants (the “Series 2009A Escrow Fund”) and will deposit therein a portion of the proceeds of the Series 2017D Warrants. The amount so deposited in the Series 2009A Escrow Fund will be used to purchase certain United States government securities. The cash flow from such securities, without reinvestment, when added to any uninvested cash in the Series 2009A Escrow Fund, will be sufficient to pay (i) the principal and interest requirements on the Refunded 2009A Warrants from (and including) ______through ______and (ii) the redemption price (principal, premium, and accrued interest) of Refunded 2009A Warrants maturing in ______and thereafter, which will be called for redemption on February 15, 2019. After the Series 2009A Escrow Fund is established, the Refunded 2009A Warrants will no longer be considered outstanding.

SOURCES AND USES OF FUNDS

The expected sources and uses of funds for the plan of financing are as follows (rounded to the nearest whole dollar):

Sources of Funds

Principal amount of Warrants ...... (Less: original issue discount) ...... Transfer from debt service fund established for benefit of Refunded Warrants ......

Total ......

Uses of Funds

Deposit to Series 2008B Escrow Fund ...... Deposit to Series 2009A Escrow Fund ...... Expenses of issuance (including underwriters’ discount, legal, accounting and other issuance expenses) ......

Total ......

9 DEBT SERVICE REQUIREMENTS

Series 2017C Warrants

The following table contains debt service requirements on the Series 2017C Warrants.

Fiscal Year Ending September 30 Principal(1)(2) Interest(2) Total

Total: $ $ $

______

(1) For purposes of this table the principal amount of Series 2017C Warrants to be retired in a fiscal year pursuant to mandatory redemption provisions is shown as maturing in that fiscal year.

(2) For purposes of this Preliminary Official Statement, principal and interest requirements have been estimated based on an assumed principal amount and principal maturities as shown and certain assumed interest rates. Actual principal amounts and maturities and actual interest rates will be established after pricing of the Series 2017C Warrants and will be reflected in the final Official Statement. Actual debt service payments will vary from this estimate.

10 Series 2017D Warrants

The following table contains debt service requirements on the Series 2017D Warrants.

Fiscal Year Ending September 30 Principal(1)(2) Interest(2) Total

Total: ______

(1) For purposes of this table the principal amount of Series 2017D Warrants to be retired in a fiscal year pursuant to mandatory redemption provisions is shown as maturing in that fiscal year.

(2) For purposes of this Preliminary Official Statement, principal and interest requirements have been estimated based on an assumed principal amount and principal maturities as shown and certain assumed interest rates. Actual principal amounts and maturities and actual interest rates will be established after pricing of the Series 2017D Warrants and will be reflected in the final Official Statement. Actual debt service payments will vary from this estimate.

THE CITY

City of Mobile is a municipal corporation organized under the laws of the State of Alabama. For information on the City of Mobile, see “Appendix A–Information on the City of Mobile”.

LITIGATION RELATING TO THE WARRANTS

There is no litigation pending or, to the knowledge of the City, threatened questioning the validity of the Warrants, the proceedings under which they are to be issued, the security for the Warrants provided by the Warrant Ordinances, the consummation of the transactions contemplated by the Warrant Ordinances, the organization of the City, or the election or qualification of the City’s officers. For certain additional information concerning litigation relating to the City, see Appendix A.

RISK FACTORS

General

An investment in the Warrants involves certain risks which should be carefully considered by investors. The sufficiency of revenues to pay debt service on the Warrants may be affected by events and conditions relating to, among other things, hurricanes and other severe weather, population and employment trends, and economic conditions in the City, the nature and extent of which are not presently determinable.

Prospective investors should carefully examine this Official Statement and their own financial condition in order to make a judgment as to their ability to bear the economic risk of such an investment and whether or not the Warrants are an appropriate investment for them.

The risk factors discussed herein should be considered in evaluating the City’s ability to make payments of the principal of and interest due on the Warrants. This discussion of risk factors is not intended to be exhaustive and should be read in conjunction with all other parts of this Official Statement, including Appendix A hereto.

Limitations on Rights of Holders of the Warrants/Limitations on City Revenue Increases

Holders of the Warrants should be aware that their rights and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and the exercise of judicial discretion in appropriate cases, including the law-imposed requirement that the City may first use its taxes and other revenues to pay the expenses of providing necessary governmental services before paying debt service on the Warrants.

Holders of the Warrants also should be aware that, under present law, the rates at which Alabama property taxes are levied may be increased only after approval by the legislature and a majority vote of the qualified electors of the affected jurisdiction, and that, under applicable judicial precedents, neither Alabama general sales and use taxes nor Alabama business license taxes may be levied at rates that are confiscatory or unreasonable. Additional information on these limitations on the City’s power to increase its revenues is set forth under the caption “SECURITY AND SOURCE OF PAYMENT” and in Appendix A of this Official Statement under the captions “FINANCIAL SYSTEM OF THE CITY” and “AD VALOREM TAXATION”.

The United States Bankruptcy Code

Information describing the applicability of the United States Bankruptcy Code to the City and the Warrants is set forth in this Official Statement under the caption “SECURITY AND SOURCE OF PAYMENT”.

12 Hurricanes and Other Severe Weather

The Gulf Coast region is subject to occurrences of severe weather, including hurricanes, in which winds and tidal surges are powerful enough to cause severe destruction. The City, which is located in a coastal area, is particularly susceptible to such storms and their effects. While the City’s property and equipment is insured against damage from such weather hazards in amounts the City’s management believes to be reasonable, the City is not insured against risks like business interruption or loss of taxes and other revenues that could result from such weather hazards. There can be no assurance that the City has provided adequate financial reserve funds against such uninsured risks.

Tax-Exempt Status of Series 2017C Warrants

It is expected that the Series 2017C Warrants (but not the Series 2017D Warrants) will qualify as tax- exempt obligations for federal income tax purposes as of the date of issuance. See “TAX MATTERS RELATING TO THE SERIES 2017C WARRANTS”. It is anticipated that Bond Counsel will render an opinion with respect to the Series 2017C Warrants substantially in the form attached hereto as Appendix D, which should be read in its entirety for a complete understanding of the scope of the opinion and the conclusions expressed therein. A legal opinion expresses the professional judgment of the attorney rendering the opinion as to the legal issues explicitly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.

The tax status of the Series 2017C Warrants could be affected by post-issuance events. There are various requirements of the Internal Revenue Code of 1986, as amended, that must be observed or satisfied after the issuance of the Series 2017C Warrants in order for the Series 2017C Warrants to qualify for, and retain, tax-exempt status. These requirements include appropriate use of the proceeds of the Series 2017C Warrants, use of the facilities financed by the Series 2017C Warrants, investment of warrant proceeds, and the rebate of so-called excess arbitrage earnings. Compliance with these requirements is the responsibility of the City.

The Internal Revenue Service conducts an audit program to examine compliance with the requirements regarding tax-exempt status. Under current IRS procedures, in the initial stages of an audit with respect to the Series 2017C Warrants, the City would be treated as the taxpayer, and the owners of the Series 2017C Warrants may have limited rights to participate in the audit process. The initiation of an audit with respect to the Series 2017C Warrants could adversely affect the market value and liquidity of the Series 2017C Warrants, even though no final determination about the tax-exempt status has been made. If an audit results in a final determination that the Series 2017C Warrants do not qualify as tax-exempt obligations, such a determination could be retroactive in effect to the date of issuance of the Series 2017C Warrants.

In addition to post-issuance compliance, a change in law after the date of issuance of the Series 2017C Warrants could affect the tax-exempt status of the Series 2017C Warrants or the effect of investing in the Series 2017C Warrants. For example, the United States Congress could eliminate or limit the exemption for interest on the Series 2017C Warrants, or it could reduce or eliminate the federal income tax, or it could adopt a so-called flat tax. It cannot be predicted whether or in what form any such change in law may be enacted or whether, if enacted, any such change in law would apply to the Series 2017C Warrants.

The Warrant Ordinances relating to the Series 2017C Warrants do not require the City to redeem the Series 2017C Warrants and do not provide for the payment of any additional interest or penalty if a determination is made that the Series 2017C Warrants do not comply with the existing requirements of the Internal Revenue Code of 1986, as amended, or if a subsequent change in law adversely affects the tax-exempt status of the Series 2017C Warrants or the effect of investing in the Series 2017C Warrants.

LEGAL MATTERS

The legality and validity of the Series 2017C Warrants and the Series 2017D Warrants will be approved by Bond Counsel, Maynard, Cooper & Gale, P.C., Mobile, Alabama. Bond Counsel has been employed primarily for

13 the purpose of preparing certain legal documents and supporting certificates, reviewing the transcript of proceedings by which the Series 2017C Warrants and the Series 2017D Warrants have been authorized to be issued, and rendering an opinion in conventional form as to (1) the validity and legality of the Series 2017C Warrants and the Series 2017D Warrants, (2) the exemption of interest on the Series 2017C Warrants (but not the Series 2017D Warrants) from federal income taxes, and (3) the exemption of interest on the Series 2017C Warrants and the Series 2017D Warrants from State of Alabama income taxes. Bond Counsel also served as Disclosure Counsel and assisted in the preparation of this Official Statement.

It is anticipated that Bond Counsel will render opinions substantially in the form attached hereto as Appendix D. In connection with the rendering of such opinions, Bond Counsel is serving as counsel to the City. Certain legal matters will be passed upon for the City by its counsel, Burr & Forman LLP, Mobile, Alabama.

The various legal opinions to be delivered concurrently with the delivery of the Series 2017C Warrants and the Series 2017D Warrants express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.

TAX MATTERS RELATING TO THE SERIES 2017C WARRANTS

General

In the opinion of Bond Counsel, under existing law, interest on the Series 2017C Warrants will be excludable from gross income for federal income tax purposes if the City complies with all requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), that must be satisfied subsequent to the issuance of the Series 2017C Warrants in order that interest thereon be and remain excludable from gross income. Failure to comply with certain of such requirements could cause the interest on the Series 2017C Warrants to be included in gross income, retroactive to the date of issuance of the Series 2017C Warrants. The City has covenanted to comply with all such requirements.

Bond Counsel is also of the opinion that, under existing law, interest on the Series 2017C Warrants will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that, with respect to corporations, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on such corporations.

Bond Counsel will express no opinion regarding federal tax consequences arising with regard to the Series 2017C Warrants other than the opinions expressed in the two preceding paragraphs. The form of Bond Counsel’s opinion is expected to be substantially as set forth in Appendix D to this Official Statement.

Prospective purchasers of the Series 2017C Warrants should be aware that ownership of the Series 2017C Warrants may result in collateral and federal and state tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with “excess net passive income”, foreign corporations subject to a branch profits tax and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Series 2017C Warrants. Bond Counsel will not express any opinion as to such collateral tax consequences. Prospective purchasers of the Series 2017C Warrants should consult their tax advisors as to collateral tax consequences.

Bond Counsel is also of the opinion that, under existing law, interest on the Series 2017C Warrants will be exempt from State of Alabama income taxation.

14 Original Issue Discount

In the opinion of Bond Counsel, under existing law, the original issue discount in the selling price of a Series 2017C Warrant, to the extent properly allocable to each owner of such Series 2017C Warrant, is excludable from gross income for federal income tax purposes with respect to such owner. The original issue discount is the excess of the stated redemption price at maturity of such Series 2017C Warrant over the initial offering price to the public, excluding underwriters and other intermediaries, at which price a substantial amount of the Series 2017C Warrants of such maturity were sold.

Under Section 1288 of the Internal Revenue Code of 1986, as amended, original issue discount on tax- exempt bonds accrues on a compound basis. The amount of original issue discount that accrues to an owner of a Series 2017C Warrant during any accrual period generally equals (i) the issue price of such Series 2017C Warrant plus the amount of original issue discount accrued in all prior accrual periods, multiplied by (ii) the yield to maturity of such Series 2017C Warrant (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), less (iii) any interest payable on such Series 2017C Warrant during such accrual period. The amount of original issue discount so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excludable from gross income for federal income tax purposes, and will increase the owner’s tax basis in such Series 2017C Warrant. Any gain realized by an owner from a sale, exchange, payment or redemption of a Series 2017C Warrant will be treated as gain from the sale or exchange of such Series 2017C Warrant.

Premium

An amount equal to the excess of the purchase price of a Series 2017C Warrant over its stated redemption price at maturity constitutes premium on such Series 2017C Warrant. A purchaser of a Series 2017C Warrant must amortize any premium over such Series 2017C Warrant’s term using constant yield principles, based on the purchaser’s yield to maturity. As premium is amortized, the purchaser’s basis in such Series 2017C Warrant is reduced by a corresponding amount, resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Series 2017C Warrant prior to its maturity. Even though the purchaser’s basis is reduced, no federal income tax deduction is allowed. Purchasers of any Series 2017C Warrants at a premium, whether at the time of initial issuance or subsequent thereto, should consult with their own tax advisors with respect to the determination and treatment of premium for federal income tax purposes and with respect to state and local tax consequences of owning such Series 2017C Warrants.

No Bank Qualification

The City will not designate the Series 2017C Warrants as “qualified tax-exempt obligations” under Section 265(b) of the Internal Revenue Code. As a result, the Series 2017C Warrants may not be treated by financial institutions as though they were acquired on August 7, 1986, and there may not be allowed to such financial institutions that purchase the Series 2017C Warrants a deduction of up to 80% of the interest paid to depositors that is allocable to the Series 2017C Warrants by such financial institutions.

Verification of Certain Computations Relating to Series 2017C Warrants

The accuracy of (i) the arithmetical computations of the adequacy of the payments of principal and interest on the securities being held in the Series 2008B Escrow Fund, together with the initial cash balance in the Series 2008B Escrow Fund, to provide for the payment or redemption of the Refunded 2008B Warrants as contemplated by the Series 2008B Escrow Agreement, and (ii) the mathematical computations supporting the conclusion of Bond Counsel that the Series 2017C Warrants are not “arbitrage bonds” under the applicable provisions of the Internal Revenue Code, will be verified by The Arbitrage Group, Inc., independent certified public accountants, Tuscaloosa, Alabama. Such verification will be based, in part, upon information supplied to such accountants by the Underwriters.

15 TAX MATTERS RELATING TO THE SERIES 2017D WARRANTS

General

In the opinion of Bond Counsel, under existing law, interest on the Series 2017D Warrants will not be excludable from gross income for federal income tax purposes. However, Bond Counsel is of the opinion that, under existing law, interest on the Series 2017D Warrants will be exempt from State of Alabama income taxation.

Collateral Tax Consequences

Except as expressly stated above, Bond Counsel expresses no opinion regarding any other federal or state tax consequences of acquiring, carrying, owning, or disposing of the Series 2017D Warrants. Prospective purchasers of the Series 2017D Warrants should consult their tax advisors regarding the applicability of any collateral tax consequences of owning the Series 2017D Warrants, which may include original issue discount, original issue premium, purchase at a market discount or at a premium, taxation upon sale, redemption or other disposition, and various withholding requirements.

Verification of Certain Computations Relating to Series 2017D Warrants

The accuracy of the arithmetical computations of the adequacy of the payments of principal and interest on the securities being held in the Series 2009A Escrow Fund, together with the initial cash balance in the Series 2009A Escrow Fund, to provide for the payment or redemption of the Refunded 2009A Warrants as contemplated by the Series 2009A Escrow Agreement will be verified by The Arbitrage Group, Inc., independent certified public accountants, Tuscaloosa, Alabama. Such verification will be based, in part, upon information supplied to such accountants by the Underwriters.

UNDERWRITING

The Series 2017C Warrants are being purchased from the City by Raymond James & Associates, Inc., The Frazer Lanier Company Incorporated, Stifel, Nicolaus & Company, Incorporated, Harbor Financial Services, LLC, and Securities Capital Corporation (the “Underwriters”). The Underwriters have agreed to purchase the Series 2017C Warrants for an aggregate purchase price of $______(which represents the face amount of the Series 2017C Warrants less underwriters’ discount of $______and original issue discount of $______). The initial public offering price set forth on the inside cover page may be changed by the Underwriters, and the Underwriters may offer and sell the Series 2017C Warrants to certain dealers (including dealers depositing the Series 2017C Warrants into investment trusts) and others at prices lower than the offering price set forth on the inside cover page. The Underwriters will purchase all the Series 2017C Warrants if any are purchased.

The Series 2017D Warrants are being purchased from the City by the Underwriters. The Underwriters have agreed to purchase the Series 2017D Warrants for an aggregate purchase price of $______(which represents the face amount of the Series 2017D Warrants less underwriters’ discount of $______). The initial public offering price set forth on the inside cover page may be changed by the Underwriters, and the Underwriters may offer and sell the Series 2017D Warrants to certain dealers (including dealers depositing the Series 2017D Warrants into investment trusts) and others at prices lower than the offering price set forth on the inside cover page. The Underwriters will purchase all the Series 2017D Warrants if any are purchased.

CONTINUING DISCLOSURE

General

The City has covenanted for the benefit of the holders of the Warrants to provide the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System (“EMMA”) with (i) certain financial information and operating data relating to the City on an annual basis (the “Annual Financial Information”) within 270 days after

16 the end of its fiscal year and (ii) notices (“Material Event Notices”) of the occurrence of the following events in a timely manner not in excess of 10 business days after the occurrence of the event:

1. A delinquency in payment of principal of or interest on the Warrants.

2. Non-payment related defaults under the proceedings of the City authorizing the Warrants, whether or not such defaults constitute an event of default thereunder, if material.

3. Unscheduled draws on any debt service reserve fund reflecting financial difficulties of the City.

4. Unscheduled draws on any credit enhancement or liquidity facility with respect to the Warrants reflecting financial difficulties of the City.

5. Substitution of a credit enhancer for the one originally described in the Official Statement (if any), or the failure of any credit enhancer respecting the Warrants to perform its obligations under the agreement between the City and such credit enhancer.

6. The existence of any adverse tax opinion with respect to the Warrants, 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 Warrants, or other material events affecting the tax status of the Warrants.

7. Any modification of the rights of the registered owners of the Warrants, if material.

8. Redemption of any of the Warrants prior to the stated maturity or mandatory redemption date thereof, if material, and tender offers with respect to the Warrants.

9. Defeasance of the lien of any of the Warrants or the occurrence of circumstances which, pursuant to such authorizing proceedings, would cause the Warrants, or any of them, to be no longer regarded as outstanding thereunder.

10. The release, substitution or sale of the property securing repayment of the Warrants, if material.

11. Any changes in published ratings affecting the Warrants.

12. Bankruptcy, insolvency, receivership or similar event of the City.

13. The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, 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 any such actions, other than pursuant to its terms, if material.

14. Appointment of a successor or additional trustee or the change of name of a trustee, if material.

In addition, the City has covenanted to provide in a timely manner to EMMA notice of the City’s failure to provide the Annual Financial Information on or before the date specified herein.

The Annual Financial Information will include financial information and operating data relating to the City of the type found in the section of this Official Statement called “RESULTS OF OPERATIONS” in Appendix A. In addition, the City will provide to EMMA, when and if available, audited financial statements prepared in accordance with accounting principles described in the audited financial statements included in this Official Statement as an appendix.

The City shall never be subject to money damages for its failure to comply with its obligations to provide the required information. The only remedy available to the holders of the Warrants for breach by the City of its

17 obligations to provide the required information shall be the remedy of specific performance or mandamus against appropriate officials of the City. The failure by the City to provide the required information shall not be an event of default with respect to the Warrants under the Warrant Ordinances. A failure by the City to comply with its obligations to provide the required information must be reported as described above and must be considered by any broker, dealer, or municipal securities dealer before recommending the purchase or sale of the Warrants in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Warrants and their market price.

No person other than the City shall have any liability or responsibility for compliance by the City with its obligations to provide information. The Paying Agent has not undertaken any responsibility with respect to any required reports, notices or disclosures.

The City retains the right to modify its obligations described above as long as such modification is done in a manner consistent with Rule 15c2-12 of the Securities and Exchange Commission.

Compliance with Prior Undertakings

For its fiscal years ended September 30, 2012, 2015, and 2016, the City failed to file its Annual Financial Information with EMMA on or before the due date as required by Rule 15c2-12 and the terms of continuing disclosure agreements executed by the City in connection with the issuance of certain of its existing indebtedness. The City also did not file a notice in accordance with Rule 15c2-12 with respect to its failure to provide its annual financial information for the fiscal years noted above.

In each of the last five years, although available publicly, the City failed to file its Annual Financial Information with EMMA as required by the terms of the City’s continuing disclosure agreement executed by the City in connection with the issuance of its $10,665,000 Limited Obligation Tax Increment Warrants, Series 2002; the City also did not file a notice in accordance with Rule 15c2-12 with respect to its failure to provide its annual financial information for such fiscal years. The City has now filed such information.

In each of the last five years, the City omitted certain of the information in its Annual Financial Information with EMMA as required by the terms of continuing disclosure agreements executed by the City in connection with the issuance of certain of its existing indebtedness. The City has now filed such information.

On September 12, 2014, Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., downgraded from “AA-” to “A+” its rating of the City’s obligations secured by the full faith and credit of the City. The City failed to file a notice on EMMA reporting this downgrade. The City has now filed such notice. On November 3, 2016, S&P upgraded from “A+” to “AA-” its rating of the City’s obligations secured by the full faith and credit of the City; on November 10, 2016, the City filed a notice on EMMA reporting this upgrade.

Certain outstanding indebtedness of the City has been secured by various forms of credit enhancement, including bond insurance. The ratings of the providers of this credit enhancement have been downgraded at various times in the past five years. Information about the downgrades was publicly reported. The City did not file a notice in accordance with Rule 15c2-12 with respect to each downgrade.

Implementation of Continuing Disclosure Compliance Procedures

The City has adopted procedures (including implementation of the financial disclosure email reminder service provided by EMMA) to ensure the timely filing of information required by Rule 15c2-12 of the Securities and Exchange Commission and the continuing disclosure agreements described in this Official Statement.

RATINGS

Moody’s Investors Service, Inc., and Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., have assigned ratings to the Warrants as indicated on the cover page.

18 Any definitive explanation of the significance of any such ratings may be obtained only from the appropriate rating agency. The City furnished to each rating agency the information contained in this Official Statement and certain other information respecting the City and the Warrants. Generally, rating agencies base their ratings on such materials and information, as well as on their own investigations, studies and assumptions.

The above ratings are not recommendations to buy, sell or hold the Warrants, and any such ratings may be subject to revision or withdrawal at any time by any such rating agency. Any downward revision or withdrawal of any or all of such ratings may have an adverse effect on the market price of the affected Warrants. Except as may be required in connection with the obligations described under the heading “CONTINUING DISCLOSURE”, neither the City nor the Underwriters have undertaken any responsibility either to bring to the attention of the Warrantholders any proposed revision, suspension or withdrawal of a rating or to oppose any such revision, suspension or withdrawal.

INDEPENDENT AUDITORS

The financial statements of the City included in Appendix B to this Official Statement have been audited by Smith, Dukes & Buckalew LLP, Mobile, Alabama, independent certified public accountants, as stated in their report appearing herein as Appendix B to this Official Statement. Such financial statements speak only as of September 30, 2016 and have been included as a matter of public record. Smith, Dukes & Buckalew LLP (1) has not been engaged to perform, and has not performed, any procedures with respect to such financial statements since the date of its report on such financial statements and (2) has not performed any procedures relating to this Official Statement. The permission of Smith, Dukes & Buckalew LLP for the use herein of its report on such financial statements has been sought and obtained.

FINANCIAL ADVISOR

PFM Financial Advisors LLC, Huntsville, Alabama (the “Financial Advisor”) is serving as financial advisor to the City in connection with the issuance of the Warrants. The Financial Advisor assisted in the preparation of this Official Statement and in other matters relating to the planning, structuring and issuance of the Warrants, and provided other advice to the City. The Financial Advisor will not engage in any underwriting activities with regard to the issuance and sale of the Warrants. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement, and is not obligated to review or ensure compliance with the undertaking by the City to provide continuing secondary market disclosure.

DISCLAIMERS AND OTHER MISCELLANEOUS MATTERS

This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or holders of any of the Warrants.

All quotations from and summaries and explanations of provisions 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.

The order and placement of material in this Official Statement, including its appendices, are not to be deemed a determination of relevance, materiality or importance, and all material in this Official Statement, including its appendices, must be considered in its entirety.

The information in this Official Statement has been obtained from sources which are considered dependable and which are customarily relied upon in the preparation of similar official statements, but such information is not guaranteed as to accuracy or completeness.

19 The delivery of this Official Statement at any time does not imply that any information herein is correct as of any time subsequent to the date of this Official Statement.

All estimates and assumptions contained herein are believed to be reliable, but no representation is made that such estimates or assumptions are correct or will be realized.

No person, including any broker, dealer or salesman, has been authorized to give any information or to make any representation other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the City.

The Warrants will not be registered under the Securities Act of 1933, as amended, or any state securities laws and will not be listed on any stock or other securities exchange, and neither the Securities and Exchange Commission nor any federal, state, municipal or other governmental agency will pass upon the accuracy, completeness or adequacy of this Official Statement. Any representation to the contrary is a criminal offense. The Warrant Ordinances have not been qualified under the Trust Indenture Act of 1939, as amended.

Any information or expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder shall under any circumstances create an implication that there has been no change as to the affairs of the City since the date hereof.

This Official Statement may contain forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the City’s current beliefs, expectations, and assumptions regarding the future of the City’s operations, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Forward-looking statements can be identified by words such as: “anticipate”, “intend”, “plan”, “goal”, “seek”, “believe”, “project”, “estimate”, “expect”, “strategy”, “future”, “likely”, “may”, “should”, “will”, and similar references to future periods. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the City’s control. The City’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, prospective investors should not place undue reliance on these forward-looking statements. Important factors that could cause the City’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, population trends and political and economic developments that could adversely impact the collection of revenues and those factors described in this Official Statement under “RISK FACTORS”. Any forward-looking statement made by the City in this Official Statement is based only on information currently available to the City and speaks only as of the date on which it is made. The City undertakes no obligation to publicly update any forward-looking statement whether as a result of new information, future developments, or otherwise.

In connection with this offering, the Underwriters may over allot or effect transactions which stabilize or maintain the market price of the Warrants offered hereby at a level above that which might otherwise prevail in the open market, and such stabilizing, if commenced, may be discontinued at any time. The prices and other terms of the offering and sale of the Warrants may be changed from time to time by the Underwriters after the Warrants are released for sale, and the Warrants may be offered and sold at prices other than the initial offering prices, including sales to dealers, without prior notice.

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, its 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.

This Official Statement is being provided to prospective purchasers either in bound printed format or in electronic format. This Official Statement may be relied upon only if it is in its bound printed format or as printed in its entirety in such electronic format.

20 ADDITIONAL INFORMATION

For further information during the initial offering period with respect to the Warrants, contact Paul Wesch, Executive Director of Finance, City of Mobile, 205 Government Street, Mobile, Alabama 36602, telephone number (251) 208-7164, or Phil Dotts, Managing Director, PFM Financial Advisors LLC, 116 Jefferson Street South, Suite 301, Huntsville, AL 35801, telephone number (256) 536-3035.

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APPENDIX A

Information on the City of Mobile

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TABLE OF CONTENTS

Page

THE CITY ...... A-1 General ...... A-1 Governance and Administration ...... A-1 Executive, Legislative and Administrative Officials ...... A-1 City Services and Functions ...... A-3 Services and Functions Provided by Other Entities ...... A-4 Summary Table of Services and Functions ...... A-5 Employee Relations ...... A-6 Personnel ...... A-6 Retirement Systems ...... A-6 Other Post-Employment Benefits ...... A-7

FINANCIAL SYSTEM ...... A-7 General ...... A-7 Description of Major Sources of Revenues ...... A-7

RECENT DEVELOPMENTS ...... A-8 Airbus Facility ...... A-8 Downtown Development ...... A-9 Other Developments ...... A-9

RESULTS OF OPERATIONS ...... A-9 General ...... A-9 Comparative Statement of General Fund Revenues and Expenditures ...... A-9

BUDGET INFORMATION ...... A-11 City Budgeting Process ...... A-11 FY2017 and FY2018 General Fund Budget Information ...... A-11 Fiscal Year 2017 General Fund Financial Results ...... A-12

DEBT MANAGEMENT ...... A-12 General ...... A-12 Outstanding Indebtedness ...... A-13 Capital Leases ...... A-13 Other Indebtedness ...... A-13 Anticipated Indebtedness ...... A-14 Constitutional Debt Limit ...... A-14 Debt Service Requirements on General Obligation Debt ...... A-16 Direct and Overlapping Debt ...... A-16 Debt Ratios ...... A-17

AD VALOREM TAXATION ...... A-18 General ...... A-18 Classification of Taxable Property ...... A-18 Assessment Ratio Adjustment ...... A-18 Rate Adjustments...... A-19 Ceiling on Ad Valorem Taxes ...... A-19 Ad Valorem Tax Rates ...... A-20 Assessed Valuation of Taxable Property ...... A-20 Largest Ad Valorem Taxpayers ...... A-21

A-i LITIGATION RELATING TO THE CITY ...... A-22

ECONOMIC AND DEMOGRAPHIC INFORMATION ...... A-22 General ...... A-22 Population ...... A-22 Employment ...... A-22 Major Employers ...... A-24 Income Levels ...... A-24 Retail Sales ...... A-25 Housing and Construction ...... A-25 Education ...... A-27 Health Care Services ...... A-28 Utilities and Media ...... A-29 Recreation ...... A-29 Transportation ...... A-29 Financial Institutions ...... A-31

A-ii THE CITY

General

The City is a municipal corporation organized under the laws of the State of Alabama. The City is located in Mobile County, Alabama, approximately 194 miles southwest of the geographical center of Alabama. The population of the City is 192,904 according to the most recent estimate (2016) by the U.S. Census Bureau. The corporate limits of the City encompass approximately 180 square miles.

Governance and Administration

The City is governed under the mayor-council form of government. The Mayor is elected on an at-large basis for a 4-year term and seven Council members are elected from single-member districts, each for a 4-year term. The Mayor serves as chief executive officer of the City and is responsible for the daily operations of all departments of the City. The Council acts as the legislative branch of the City. The Council elects one of its members to serve as President and one as Vice President for the four-year term. The Mayor has the power to veto resolutions or ordinances of the Council, but the Council may override his veto by a vote of two-thirds of the Council members. The Council may override a veto of the budget by a simple majority.

The City is divided into three divisions: Public Works, Finance, and Public Safety. Each division may have an executive director appointed by the Mayor with the approval of a vote of five members of the Council.

Both the City of Mobile and Mobile County have administrative offices at Mobile Government Plaza, a 581,000 square feet office building and courthouse completed in 1994. The Plaza includes a parking garage and is located in downtown Mobile.

Executive, Legislative and Administrative Officials

Executive

WILLIAM S. (SANDY) STIMPSON was elected to serve as the 108th Mayor of the City in the fall of 2013. Upon graduating from the University of Alabama in 1975 with a bachelor’s degree in civil engineering, Mr. Stimpson returned to his hometown of Mobile, and began a nearly 40-year career in his family’s lumber manufacturing business serving ultimately as CFO and later its Executive Vice President. Mr. Stimpson’s business and civic endeavors are numerous and varied. He has served on the board of the Boy’s and Girl’s Club, Alabama Wildlife Federation, Governor’s Conservation Advisory Board, Partners for Environmental Progress, the Mobile Area Chamber of Commerce, where he served as Chair in 2009, and the Business Council of Alabama, where he served as chair in 2010. In addition, he has been the chairman and a long serving board member of both UMS- Wright Preparatory School and Prichard Preparatory School. Mr. Stimpson is also a member of the University of Alabama’s President’s Cabinet and a member of the Board of Trustees of the University of South Alabama. Mr. Stimpson will face re-election in August of 2021.

Legislative

Date of Expiration Present Business Name/District of Current Term Occupation

Fredrick D. Richardson, Jr. November 2021 Retired United States Postal Councilmember, Dist. 1 Service

Levon C. Manzie November 2021 Assistant Pastor of St. Joseph Councilmember, Dist. 2 Missionary Baptist Church

A-1 C.J. Small November 2021 Owner/Operator of Small’s Councilmember, Dist. 3 Mortuary and Cremation Service

John C. Williams November 2021 Retired Colonel U.S. Army Councilmember, Dist. 4

Joel Daves November 2021 Retired Attorney and Banking Councilmember, Dist. 5 Executive at Regions Bank

Bess Rich November 2021 Retired Educator Councilmember, Dist. 6

Gina Gregory November 2021 Public Relations and Councilmember, Communications Consultant Dist. 7

Administrative

PAUL C. WESCH is the Executive Director of Finance and Acting Chief of Staff for the City, appointed to that position in November 2013 by Mayor William “Sandy” Stimpson. In that capacity, he manages the fiscal affairs of the City, including financial planning, budgetary preparation and compliance, accounting, revenue collection and audit, procurement, capital projects accounting, treasury, human resources and payroll. Before joining Mayor Stimpson’s staff, Mr. Wesch was a director, executive vice president and general counsel for The Mitchell Company, a southeastern regional real estate development firm. He remains a member of the board of directors of The National Security Group, an Alabama-based property and casualty and life insurance company. In addition, Mr. Wesch has served in a number of capacities with governmental and affiliated boards and commissions, including, as trustee for both the Mobile police and firefighters pension plan and the Mobile transit workers pension plan. He also currently a member of The University of Alabama President’s Cabinet and is a graduate of Leadership Mobile. Mr. Wesch holds an undergraduate degree in political science, a juris doctorate in law and an L.L.M. in taxation, all conferred by The University of Alabama. He is a member of the Alabama State Bar and Mobile County Bar Association and is admitted to practice before the United States District Court, the U.S. Court of Federal Claims and the U.S. Tax Court.

RICARDO WOODS is the City Attorney for the City and a law partner at Burr & Forman, LLP, a national full-service law firm, headquartered in Birmingham, Alabama. He was appointed to the City Attorney position by Mayor William S. Stimpson in 2013. In his government service capacity, Mr. Woods acts as general counsel for the City, serves as chief legal advisor to Mayor Stimpson, manages the municipality’s outside litigation and performs the duties of executive officer in the City’s internal legal department. In addition to his governmental practice, Mr. Woods continues his trial practice with Burr & Forman where he is senior member of the law firm’s Tort Insurance & Product Liability (TIPS) group. As an attorney with Burr & Forman, Mr. Woods has represented a number of the Mobile metro area’s largest employers and manufacturers. He is licensed to practice law in both Alabama and Mississippi in both state and federal courts, respectively. Mr. Woods’ civic endeavors are numerous and varied. In 2009, Mr. Woods was recognized as one of “Mobile’s Top 40 Under 40”, a distinction that recognizes the 40 outstanding community leaders under the age of 40 who demonstrate excellence in their respective disciplines. Mr. Woods is a native of Natchez, Mississippi; he received his Bachelor of Arts in Political Science from the University of Southern Mississippi, and earned his J.D. from Cumberland School of Law.

WILLIAM (BILL) J. HARKINS, JR. is currently the Executive Director of Public Works for the City. He was appointed to the position by Mayor William “Sandy” Stimpson in 2014. As Executive Director of Public Works, Mr. Harkins manages all departments and programs under him, which include Public Works, Parks and Recreation, Equipment Services, Traffic Engineer, Electrical Department and Keep Mobile Beautiful. Mr. Harkins transitioned to this role in Mobile’s city government after having previously served as the CitiSmart Coordinator from 2006-2014 where he oversaw the performance measurement of all departments in the City. A native of Mobile, Alabama, he received his Bachelor of Science from the University of South Alabama before being

A-2 commissioned a Second Lieutenant in the U.S. Marine Corps in 1985. He is also a graduate of the University of Oklahoma, earning a Master of Public Administration degree in 1997 and Master of Arts in Theology degree from Springhill College in 2016. After twenty-one years of active duty, most of that time spent serving as a Military Police Officer at U.S. Marine Corps bases throughout world, Mr. Harkins retired as a Lieutenant Colonel in 2006. His military awards include the Bronze Star, four Meritorious Service Medals, the Afghanistan Campaign Medal and the Humanitarian Service Medal.

DIANNE K. IRBY joined the Mayor’s Executive Staff in February 2014 as Executive Director of Engineering and Development. She has overall responsibility for several departments including Engineering, Real Estate Asset and Management, and Environmental Services. This includes some of the Mayor’s key initiatives: development of a multi-year capital improvement plan for infrastructure; storm water management planning; and development of a comprehensive long-range master plan for the City. Prior to joining the Mayor’s team, Ms. Irby served as managing director of the Southeast Infrastructure markets for KBR (Kellogg Brown & Root), a global engineering and construction company. She spent over 30 years with the company in leadership roles both in Houston, Texas, and later in Mobile, Alabama. In her civic capacity, Mr. Irby has served in leadership roles for several charities. Most notably, she was elected to serve as Executive Director for the United Way of Southeast Alabama; in addition, she was the first woman to chair the Board of Directors for the Mobile Area Chamber of Commerce in 2000. Ms. Irby is a graduate of Auburn University, graduating Magna Cum Laude and inducted into the Phi Kappa Phi National Scholastic Honor Society.

City Services and Functions

Major governmental services and functions performed by the City are summarized below. The following summaries are illustrative only, and the obligations and practices of the City in performing those functions are qualified by specific legal, organizational, accounting and managerial requirements.

Engineering and Development. Through its Engineering and Development Department, the City manages the planning and delivery of infrastructure improvements, including streets, sidewalks and drainage facilities. The Engineering and Development Department is also responsible for the construction, repair and maintenance of City buildings, such as police and fire stations, museums and libraries. As of September 30, 2017, the Engineering and Development Department had 116 employees.

Public Works. Through its Public Works Department, the City maintains streets, sidewalks, street lighting, storm drainage sewers, pipes, and ditches. The Public Works Department of the City is also responsible for the fleet maintenance, removal and disposal of refuse and garbage, street cleaning and similar activities. As of September 30, 2017 the Public Works Department had 342 employees.

Revenues of the Public Works Department are derived, in part, from the City’s General Fund, which provides funding for health and sanitation purposes, and from the City’s Capital Improvements Fund, which consists of revenues generated from the issuance of long-term securities and certain taxes. Capital improvements for Public Works financed with proceeds of long-term debt of the City are accounted for in separate capital funds and are not reflected in General Fund Public Works revenues and expenditures.

Protection and Safety. Fire and police protection services are provided by the City’s Fire Department and Police Department. The City has eighteen fire stations throughout the City and four police buildings. As of September 30, 2017 the Fire Department had 471 employees and the Police Department had 695 employees.

The revenues and expenditures of the Fire and Police Departments are accounted for in the General Fund, the Strategic Plan Fund and the Advanced Life Support Enterprise Fund. Other protection and safety functions of the City, such as land use/code administration and municipal court systems, are also accounted for in the General Fund as a protection and safety function.

Solid Waste Disposal. The Public Works Department of the City provides weekly curbside waste pickup for approximately 72,000 residential customers. Pursuant to ordinance, the City has delegated responsibility for disposal of this waste stream to the City of Mobile Solid Waste Authority, a public corporation created for the purpose of owning and operating the Chastang Landfill, the only waste disposal facility used by, or available to, the City.

A-3 Chastang Landfill is managed pursuant to a solid waste management contract between the Solid Waste Authority and an affiliate of Waste Management, Inc., Houston, Texas (the “Contractor”). Pursuant to the contract, the Contractor will manage the Authority’s landfill for the greater of 20 years or the life of the Chastang Landfill. During the term of the contract, the Contractor is required to receive, process, dispose of, and otherwise handle waste generated by the City and in the unincorporated areas of Mobile County. The Contractor is also responsible for the construction of Subtitle D cells and for closure and post-closure costs for existing and future sites. The Solid Waste Authority retains title to the existing landfill and all improvements thereto.

Cultural and Recreational. The City-owned civic center, convention center, recreation facilities and public libraries are among the major undertakings of the City in this category. Fort Conde, a replica of a French fort on its original site, was reconstructed in 1975 near the Municipal Civic Center. An art museum and gallery, tennis center, baseball stadium, theater venue, maritime museum, science museum, and public parks are also provided by the City.

Transportation. On February 26, 1999, the Mobile Transit Authority, the public corporation organized for the purpose of operating the City’s bus system, was dissolved and its assets were transferred to the City. Since that time, the City has contracted with private corporations to manage the day-to-day operations of the bus system. At present, the City has a contract for the management of its transit system, the WAVE, with McDonald Transit Associates, Inc., which operates the WAVE through a wholly owned subsidiary, Mobile Transit Management, Inc. The primary revenues for operation of the system consist of passenger fare revenues, federal government subsidies and contributions from the City into an enterprise fund.

Services and Functions Provided by Other Entities

Board of Water and Sewer Commissioners of the City of Mobile. The Board of Water and Sewer Commissioners of the City of Mobile (“MAWSS”) is a public corporation formed pursuant to an ordinance of the City adopted in 1952. The members of the governing body of MAWSS are appointed by the City. MAWSS has the powers, among others, to acquire, construct, improve, operate and maintain any water system or any sewer system within or without the corporate limits of the City and to issue revenue bonds for any of the corporate purposes. The City exercises no oversight responsibility over MAWSS.

Education. As described more particularly in “ECONOMIC AND DEMOGRAPHIC INFORMATION”, the Mobile County Board of School Commissioners administers and supervises public schools in the City.

Gas and Electric. Spire, Inc., an investor-owned utility, provides natural gas service in the City and Alabama Power Company, an investor-owned utility, provides electrical service in the City.

Mobile Housing Board. The Mayor of the City appoints the members to the Mobile Housing Board (the “Housing Board”) and can remove members for cause. The Mayor’s appointments are subject to confirmation by a vote of five City Council members. The Housing Board has complete legislative and administrative authority. The Housing Board’s primary sources of revenues come from rents and federal government subsidies. The Housing Board currently has outstanding bonds that are not obligations of the City.

Mobile Airport Authority. The Mayor of the City appoints members of the governing board of the Mobile Airport Authority (the “Airport Authority”) and can remove members for cause. The Mayor’s appointments are subject to confirmation by a vote of five City Council members. The City has no other oversight responsibility. The Airport Authority has complete legislative and administrative authority. The Airport Authority has the ability to issue revenue obligations which are not obligations of the City, and its operations are financed through various sources of revenue.

Mobile Public Library. The Mobile Public Library (the “Library”) has its own governing body which is appointed by the City Council. The City contributes financial support to the Library on an annual basis. The Library’s other sources of revenue come from state and federal financial assistance, other municipalities, Mobile County and user fees. The Library is a component unit of the City of Mobile.

Mobile Museum Board. The City appropriates funds to the Mobile Museum Board (the “Museum Board”) to carry out its goals but has no legal obligation to continue funding the activities. The City Council appoints the

A-4 members of the Museum Board. The City has no other financial, operational or managerial control over this organization.

The Public Park and Recreation Board (Ernest F. Ladd Stadium). The City appropriates funds to the Public Park and Recreation Board for operational and capital outlay purposes. The members of the Board are appointed by the City Council. The Board’s other sources of revenue come from the rental of Ladd Stadium.

Mobile Board of Health. The Mobile Board of Health (the “Board of Health”) has 5 members. The members are elected by the Mobile County Medical Society for 5-year terms. The City is legally required to contribute financial support to the Board of Health on an annual basis. The Board of Health receives contributions from other municipalities included within Mobile County as well as from Mobile County. The Board of Health also receives state and federal financial assistance. The City has no other financial, operational or managerial control over this organization.

Mobile Civil Defense. The board members of this organization are the mayors for the municipalities in Mobile County and the President of the Mobile County Commission or their appointees. The City is legally required to contribute financial support to the Mobile Civil Defense on an annual basis. Mobile Civil Defense also receives state and federal financial assistance. The City has no other financial, operational or municipal control over this organization.

Mobile Bay Convention & Visitors Bureau. The Mobile Bay Convention & Visitors Bureau (“MBCVB”) is a private, non-profit corporation governed by a board of directors composed of fifteen members, one of which is appointed by the Mayor and seven of which are appointed by each member of the City Council. The remaining members are appointed by various organizations representing the hospitality industry in the Mobile area. The City has contracted with the MBCVB to provide services to the City related to the marketing of the City’s Convention Center and its tourist attractions. The service contract has a term for three years and automatically renews for another year at the end of each year unless the City exercises its option to allow the contract to expire at the end of the then existing three year term. The City is legally obligated pursuant to the services contract to pay the MBCVB for the services it renders under the contract. Other than the rights given to the City under its contract with the Mobile Convention and Visitors Corporation, the City exercises no oversight responsibility over it and has no financial, operational or managerial control over it.

Personnel Board for Mobile County. The five board members of the Personnel Board of Mobile County (the “Personnel Board”) are appointed by a Supervisory Committee. The Supervisory Committee consists of the mayors for all the cities in Mobile County, the County Sheriff, the County License Commissioner, the County Revenue Commissioner and various county judges. The City is legally required to contribute financial support to the Personnel Board on an annual basis. The Personnel Board also receives contributions from all municipalities included within Mobile County as well as from Mobile County. The City has no other financial, operational, or managerial control over this organization.

Summary Table of Services and Functions

The following table lists the governmental services provided by the City or other levels of government or organizations.

Governmental Services Provided by the City and Others

City County State Independent

Police protection (1) Principal Shared Shared Fire protection Exclusive Street maintenance and repair (2) Principal Shared Solid waste disposal(3) Shared Shared Water service(4) Exclusive Sanitary sewer service(4) Exclusive Storm water sewers Exclusive

A-5 Gas and electric services (5) Exclusive Courts (6) Shared Principal Road construction (7) Principal Shared Education (8) Exclusive Health (9) Shared Shared Recreation (10) Exclusive Social welfare Shared Principal Aviation (11) Exclusive Public transportation (12) Principal ______

(1) The City, the County and the State have co-extensive law enforcement jurisdiction. (2) The State is responsible for maintaining state and federal highways in the city limits. (3) The City’s Public Works Department provides weekly curbside waste pickup; the City of Mobile Solid Waste Authority owns and operates the Chastang Landfill, the only waste disposal facility used by, or available to, the City. (4) MAWSS has constructed and maintains sewer plants and trunk line sewers. MAWSS also provides water service in the City. (5) Gas service is provided by Spire, Inc., an investor-owned utility. Electric service is provided by Alabama Power Company, an investor-owned utility. (6) The City operates a municipal court, a limited jurisdiction court which is a component of the Unified Judicial System of the State. (7) The City builds and maintains streets that are not state or federal highways. (8) The Mobile County Board of School Commissioners operates public schools within the City. (9) The County, the City and other cities in the County contribute to the Mobile County Health Department. As described more particularly in “ECONOMIC AND DEMOGRAPHIC INFORMATION”, there also are numerous hospitals in the area. (10) The City finances all major public recreation facilities in its jurisdiction. (11) The state-licensed airport is operated by the Mobile Airport Authority. (12) An area bus system is operated by the City, which has contracted with a private corporation to manage the day-to-day operations of the bus system.

Employee Relations

The City considers relations with its employees to be satisfactory. Although some employees of the City are members of labor unions or similar employee organizations, the City does not bargain collectively with any labor union or employee organization.

Personnel

The City employed approximately 2,115 full-time personnel in its several departments as of a recent date. The benefits and compensation for merit system employees of the City’s several departments are established in accordance with the rules and regulations of the Personnel Board for Mobile County and are paid from the City’s General Fund.

Although some employees of the City are members of labor unions or similar employee organizations, the City does not bargain collectively with any labor union or employee organization.

Retirement Systems

ERS. Employees of the City, other than sworn police and certified fire-rescue employees, participate in a retirement system established by the Legislature of Alabama known as the Employees’ Retirement System of Alabama (“ERS”), an agency multiple-employer defined benefit pension plan. The City’s obligations under ERS are described more particularly in the audited financial statements of the City included in Appendix B to this Official Statement. As detailed in the audited financial statements, at present, the City has significant net pension liabilities with respect to ERS.

A-6 PFFRP. Sworn police and certified fire-rescue employees of the City participate in a retirement system established by the Legislature of Alabama known as the Police and Firefighters Retirement Plan (“PFFRP”), a single-employer defined benefit pension plan. The City’s obligations under PFFRP are described more particularly in the audited financial statements of the City included in Appendix B to this Official Statement. As detailed in the audited financial statements, at present, the City has significant net pension liabilities with respect to PFFRP.

TWPP. Through agreement with McDonald Transit Associates, Inc. (the private company that operates the City’s bus system), the City is obligated to reimburse Mobile Transit Management, Inc. for obligations under a retirement plan known as the Transit Workers Pension Plan (“TWPP”), a single-employer defined benefit pension plan. The City’s obligations under TWPP are described more particularly in the audited financial statements of the City included in Appendix B to this Official Statement. As detailed in the audited financial statements, at present, the City has significant net pension liabilities with respect to TWPP.

Other Post-Employment Benefits

In June 2004, the Governmental Accounting Standards Board issued Statement No. 45 (“GASB 45”), which is entitled Accounting and Financial Reporting by Employers for Post-Employment Benefits Other Than Pensions. This Statement establishes standards for the measurement, recognition and presentation of postemployment benefits other than pension benefits (“OPEB”) expenses/expenditures and related liabilities (assets), note disclosures and, if applicable, required supplemental information in the financial reports of state and local governmental employers. GASB 45 is intended to improve the relevance and usefulness of financial reporting by (a) requiring systematic, accrual-basis measurement and recognition of OPEB costs (expense) over a period that approximates employees’ years of service and (b) providing information about actuarial accrued liabilities associated with OPEB and whether and to what extent progress is being made in funding the plan.

The City’s OPEB obligations are described more particularly in the audited financial statements of the City included in Appendix B to this Official Statement. As detailed in the audited financial statements, at present, the City has significant unfunded actuarial accrued liabilities with respect to its OPEB obligations.

FINANCIAL SYSTEM

General

The City maintains a financial reporting system which provides timely and accurate reports of receipts and expenditures. Internal accounting controls are designed to provide reasonable, but not absolute, assurance regarding (i) the safeguarding of assets against loss from unauthorized use or disposition, and (ii) the reliability of financial records for preparing financial statements and maintaining accountability for assets. Activities of the City are monitored internally on a monthly basis and are audited annually, as required by law, by independent certified public accountants. The report of such accountants with respect to certain of the City’s financial statements for the fiscal year ended September 30, 2016 is included as Appendix B to this Official Statement.

The City operates on a fiscal year basis beginning October 1 and ending September 30. The City prepares a budget for each fiscal year. The significant accounting practices for City finances are summarized in the audited financial statements of the City included in Appendix B to this Official Statement. All revenues and expenditures of the City are accounted for in a series of funds (including a General Fund), which are described in the City’s financial statements.

Description of Major Sources of Revenues

General. Under applicable judicial precedents, neither the general sales and use tax nor any business license tax may be levied at rates that are confiscatory or unreasonable, nor may the rate of any such taxes in the police jurisdiction of a municipality be fixed at a rate that will yield an amount in excess of the cost of furnishing police and fire protection and other essential services to the activity or person being taxed.

The City’s major sources of revenues are as follows:

A-7 Sales and Use Taxes. The City levies a sales and use tax on retail sales of personal property within city corporate limits at the general rate of 5% of the price of all purchases (2.5% of the price of all purchases outside the corporate limits of the City but within its police jurisdiction). The sales and use tax levied by the City parallels the sales and use tax of the State of Alabama. The sales and use tax is the largest source of income to the City. One percent (1%) of the general sales tax rate of 5% was implemented beginning November 1, 2012 and, unless extended, will expire on September 30, 2018. Should this one percent (1%) expire on September 30, 2018, the City expects the annual amount of the sales tax collected to decrease by approximately $31 million beginning in the City’s fiscal year ending September 30, 2019.

Business Licenses. The City levies license taxes on the privilege of engaging in certain businesses and professions within the corporate limits of the City. Most license taxes are computed as a stated amount plus a percentage of gross receipts based on a graduated scale.

Ad Valorem Taxes. Property or ad valorem taxes are levied under various provisions of the constitution and statutes of Alabama and may be used only for the purpose or purposes for which they are levied. The City levies a 7-mill tax for general municipal purposes, proceeds of which are deposited in the General Fund. Under present law, the rates at which local ad valorem taxes are levied may be increased only after approval by the legislature and a majority vote of the qualified electors of the affected jurisdiction. See “AD VALOREM TAXATION”.

Lodging and Restaurant Taxes. The City levies a gross receipts license tax against every person engaged in the business of operating hotels, motels, tourist courts, tourist cabins, lodging houses and rooming houses at the general rate of 8% (3% in the police jurisdiction). The City also levies a sales tax on food service establishments equal to 5% of the gross proceeds of sales of food and/or beverage for consumption, which requires a Board of Health permit for sale thereof, within the City.

Motor Fuel Taxes. The City levies a motor fuel tax on the sale of (1) gasoline irrespective of the use for which it is sold; (2) motor fuels, other than gasoline, when such fuels are sold for use in powering motor vehicles; and (3) other fuels of all kinds sold for use in powering jet aircraft.

Tables of Major Sources of Revenues. Tables showing certain of these revenues for recent fiscal years are included in the audited financial statements of the City included in Appendix B to this Official Statement.

RECENT DEVELOPMENTS

Airbus Facility

Airbus Group SE, the European aerospace company, recently established a major presence in the Mobile area. Airbus’ A320 family jetliner assembly facility in Mobile is the company’s first production site in America. This facility commenced aircraft assembly in July 2015 and delivered its first completed aircraft – an A321 – in April 2016 to U.S. customer JetBlue. The facility is expected to deliver four aircraft per month by the end of 2017. The $600-million, 53-acre facility, located at the Mobile Aeroplex at Brookley, manufactures and assembles the A319, A320 and A321 aircraft, all part of the Airbus A320 family. The facility is expected to employ up to 1,000 full-time workers when at full capacity.

Airbus and Canadian manufacturer Bombardier, Inc. unveiled on October 16, 2017, a new collaboration. Airbus will take a majority stake in the partnership building Bombardier’s new C Series jets and plans to build a second final assembly line at the Mobile Aeroplex at Brookley in order to serve U.S. customers.

The Mobile A320 family and C Series assembly lines build on an already strong presence of Airbus in Mobile. This presence also includes an engineering center at the Mobile Aeroplex at Brookley that employs more than 200 engineers and support staff, as well as Airbus’ North American military customer services operation near the Mobile Regional Airport.

A-8 Downtown Development

Downtown Mobile has seen significant development in recent years, including the opening of the Battle House Renaissance Hotel (238 rooms) and the RSA Battle House office tower (433,000 rentable square feet) and the relocation by Canfor Southern Pine, a Canadian forestry products company, of its U.S. headquarters to downtown Mobile. Additionally, ongoing and planned multifamily housing investments in downtown Mobile are expected to increase the residential population of downtown Mobile by 33%, helping the City create a more vibrant, 24/7 economy in the area.

Other Developments

Other recent economic development successes include (1) Amazon, which announced construction of a 350,000-square-foot sortation center in the Mobile area that is expected to employ more than 360 part-time employees and an additional 1,000 seasonal employees; and (2) Wal-Mart, which is expected to invest $135,000,000 in building a 2.5-million-square-foot direct import distribution center in Mobile. The Wal-Mart distribution facility will stock the company’s other distribution centers along the central Gulf Coast and is expected to create 550 new jobs.

RESULTS OF OPERATIONS

General

This section of the Official Statement presents certain historical financial information concerning the City. The information in this section will be updated annually and such annual report will be filed with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System in accordance with the requirements of Rule 15c2-12 of the Securities and Exchange Commission. See “CONTINUING DISCLOSURE”.

Comparative Statement of General Fund Revenues and Expenditures

The following table sets forth revenues, expenditures and changes in fund balance for the City’s General Fund for the four fiscal years ended September 30, 2013 through 2016. This information was extracted from the audited financial statements of the City for fiscal years ending September 30, 2013 through 2016. The audited financial statements for fiscal year 2016 are included in Appendix B to this Official Statement. Audited financial statements for prior fiscal years may be obtained from the City upon request or from the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System.

A-9 City of Mobile, Alabama Statements of Revenues, Expenditures and Changes in General Fund Balances

2013 2014 2015 2016 Revenues Taxes $152,093,165 $158,457,909 $184,738,770 $177,030,713 Licenses and permits 33,651,069 36,380,782 35,916,918 36,615,641 Intergovernmental 137,740 65,645 102,817 79,906 Charges for services 8,214,246 8,257,636 7,191,940 6,744,432 Fines and forfeitures 4,548,189 3,106,672 2,498,100 1,900,795 State and federal assistance 9,208,009 175,710 125,436 118,537 Investment Income 68,184 57,279 46,700 123,953 Other revenue 785,554 1,384,507 408,889 609,081 Total revenues 208,706,156 207,886,140 231,029,570 223,223,058 Expenditures Current: General government 16,795,637 15,910,198 16,284,708 13,292,931 Economic development 832,668 854,155 1,175,456 939,655 Engineering, development & build(1) - - - 11,738,404 Public safety 83,692,248 79,698,315 81,826,745 83,172,947 Public works 32,913,792 34,013,827 33,032,508 25,123,159 Culture and recreation 13,475,345 13,321,383 14,495,545 13,499,894 Finance 4,542,960 5,028,125 5,149,172 5,052,016 Nondepartmental 51,717,516 43,620,850 37,453,751 41,086,215 Debt Service: Principal payments - - - 75,000 Interest and fees 48,635 45,333 43,766 11,615 Total expenditures 204,018,801 192,492,186 189,461,651 193,991,836 Excess (deficiency) of revenue over (under) expenditures 4,687,355 15,393,954 41,567,919 29,231,222 Other Financing Sources (Uses) Transfers in 8,060,543 27,584,645 5,968,195 7,111,434 Transfers out (25,394,124) (23,574,026) (24,420,698) (44,014,048) Proceeds from disposal of assets 18,121 7,124 13,025 4,277 Total other financing sources (uses) (17,315,460) 4,017,743 (18,439,478) (36,898,337) Net change in fund balance (12,628,105) 19,411,697 23,128,441 (7,667,115) Fund balances, beginning of the year 19,839,878 3,258,018 19,230,002 42,358,442 Adjustment to beginning fund balance (3,953,755) (3,439,713) - - Fund balances, end of the year $3,258,018 $19,230,002 $42,358,442 $34,691,327 ______

(1) “Engineering, development & build” is a new category used by the City in FY2016 and pulled departments that had previously been included in Public Works, General Government, and Economic Development.

A-10

BUDGET INFORMATION

City Budgeting Process

The City follows the following procedures in establishing its budget for each fiscal year:

• Prior to August 20, the Mayor submits to the City Council a proposed current revenue and expenditure budget for the general operations of the City government for the fiscal year beginning October 1, which constitutes the General Fund budget, a capital budget and a budget message. By law, expenditures may not exceed revenues and surplus available, if any.

• A public hearing is held to obtain final taxpayer input, and necessary revisions are made not later than September 30.

• The budget is adopted by a majority vote of the City Council, and any required revenue measures are legally enacted through passage of an ordinance.

• Changes or amendments to budgeted expenditures of the City at the function and additional appropriations level must be approved by the City Council upon the recommendation of the Mayor.

• Departmental expenditures may not legally exceed budgetary appropriations for the General Fund in total, although individual departmental expenditures may exceed departmental budgets. Accordingly, the legal level of budgetary control is established by function and activity within the General Fund for administrative control at the departmental level. All unencumbered balances in the General Fund lapse at year-end.

FY2017 and FY2018 General Fund Budget Information

The table below sets forth the following budget information for the City’s General Fund: (1) approved budget for the City’s General Fund for the fiscal year ending September 30, 2017; and (2) approved budget for the City’s General Fund for the fiscal year ending September 30, 2018. The information shown below is unaudited.

City of Mobile Comparative General Fund Budgets Fiscal Years Ended September 30, 2017, and 2018

2017 Approved 2018 Approved Budget Budget Revenue and Transfers In: Taxes $186,340,467 $176,647,418 Licenses 36,641,339 36,797,315 Other 182,451 252,180 Fees 7,452,550 7,162,153 Fines & Forfeitures 3,018,500 1,935,733 Interest Income 350,000 161,288 Miscellaneous Revenues 75,000 238,237 Recycling Fees - 80,276 Sale of Assets 13,000 4,288 Transfers In 2,021,000 10,370,743

A-11 Total Revenues and Transfers In 236,094,307 233,649,631 Carryover from reserve surplus 13,232,555 8,580,051 Total Resources 249,326,862 242,229,682 Expenditures and Transfers Out: Administration 6,723,442 5,108,099 City Clerk/Council 1,721,329 1,651,892 Communications & External Affairs 657,718 692,720 Public Safety 84,838,460 83,837,536 Public Works 30,898,114 29,504,932 Parks & Recreation 12,755,014 10,795,417 Finance 5,963,465 5,911,218 Engineering & Development 11,890,766 9,673,159 Build Mobile 3,630,615 4,470,554 Neighborhood Services 112,616 1,304,594 Civic Engagement 993,514 4,089,905 Information Technology 5,011,603 4,944,881 City Hall Overhead 3,753,548 3,982,200 Reserve for Retirements 2,000,000 2,000,000 Other Cost Centers 50,889,947 54,122,657 Transfers Out 22,764,824 15,466,923 Total Exp and Transfers Out 244,604,975 237,556,687

Budgeted Reserve $4,721,887 $4,672,995

Fiscal Year 2017 General Fund Financial Results

Details regarding the City’s unaudited General Fund results, including variances to the General Fund Budget can be found in the City’s Monthly Financial Reports, which are available through the website of the City of Mobile at http://www.cityofmobile.org/financials_monthlystatement.php.

DEBT MANAGEMENT

General

The principal forms of indebtedness that the City is authorized to incur include general obligation bonds, general obligation warrants, general obligation bond anticipation notes, revenue anticipation notes, gasoline tax anticipation bonds, and various revenue anticipation bonds and warrants relating to enterprises. In addition, the City has the power to enter into certain leases which constitute a charge upon the general credit of the City and to guarantee obligations of certain public corporations affiliated with the City.

In general, the issuance of general obligation bonds requires voter approval. The following types of obligations may be issued or incurred without voter approval: (1) general obligation warrants; (2) general obligation refunding bonds; (3) certain revenue anticipation bonds, warrants and notes; (4) general and special obligation bonds financing street, sidewalk and sewer improvements supported, in whole or in part, by assessments; and (5) capitalized lease obligations that are funded on a “year-to-year basis”. The issuance by the City of its Tax-Exempt General Obligation Warrants, Series 2017C (the “Series 2017C Warrants”) and its Taxable General Obligation Warrants, Series 2017D (the “Series 2017D Warrants”, together with the Series 2017C Warrants, the “Warrants”) does not require voter approval.

The City has never defaulted in the payment of debt service on its bonds, warrants or other funded indebtedness, nor has the City ever refunded any funded indebtedness for the purpose of preventing or avoiding such a default.

A-12 Outstanding Indebtedness

Long-Term Indebtedness. Following the issuance of the Warrants, the City will have the following long- term indebtedness outstanding:

Description of Indebtedness Source of Payment Principal Balance

Tax-Exempt General Obligation Warrants, Series 2017A general obligation $64,610,000 Tax-Exempt General Obligation Warrants, Series 2017B general obligation(1) 4,430,000 Tax-Exempt General Obligation Warrants, Series 2017C general obligation 9,045,000* Taxable General Obligation Warrants, Series 2017D general obligation 48,895,000* Tax-Exempt General Obligation Warrants, Series 2016A general obligation 38,014,000 Taxable General Obligation Warrants, Series 2016C general obligation 17,735,000 Tax-Exempt General Obligation Warrants, Series 2011 general obligation 8,300,000 Tax-Exempt General Obligation Refunding Warrants, Series general obligation 2009A 9,925,000* Taxable General Obligation Build America Warrants, Series general obligation 2009B 16,765,000 Taxable General Obligation Recovery Zone Economic general obligation Development Warrants, Series 2009C 6,430,000 Tax-Exempt General Obligation Refunding and Improvement general obligation Warrants, Series 2008B 10,735,000* Tax-Exempt General Obligation Warrants, Series 2008C general obligation (AMT) 940,000 Other Long-Term Indebtedness general obligation 2,010,000 TOTAL $237,834,000 ______* Preliminary; subject to change.

(1) The Tax-Exempt General Obligation Warrants, Series 2017B are additionally secured by a pledge of certain tax increment revenues.

Short-Term Indebtedness. Other than portions of long-term indebtedness due in the current fiscal year, the City has no short-term indebtedness outstanding.

Capital Leases

From time to time, the City has entered into capital leases to finance the acquisition of computer equipment, vehicles, and other equipment. The current outstanding obligation of the City pursuant to these capital leases is $0.

Other Indebtedness

The City has previously entered into revenue-sharing arrangements intended to incentivize economic development within the City. Each of these revenue-sharing arrangements is a limited obligation of the City. In all cases, the City’s revenue-sharing obligation is payable solely out of and secured by a portion of the sales tax revenues to be derived from a new commercial project to be constructed at the expense of a third-party private entity. These revenue-sharing arrangements are more particularly described below.

McGowin Park. In 2013, the City and McGowin Park, LLC entered into a revenue-sharing arrangement intended to incentivize economic development of a shopping center within the City. The revenue-sharing arrangement is memorialized with a warrant and is a limited obligation of the City and is payable solely out of and secured by a portion of the city sales taxes collected within such shopping center for approximately 20 years, provided that the amount to be remitted shall not exceed $210,146,674.

Westwood Plaza. In 2014, the City and Westwood Plaza, LLC entered into a revenue-sharing arrangement intended to incentivize economic development of a shopping center within the City. The revenue-sharing

A-13 arrangement is memorialized with a warrant and is a limited obligation of the City and is payable solely out of and secured by a portion of the city sales taxes collected within such shopping center for approximately 15 years, provided that the amount to be remitted shall not exceed $9,250,000.

Shoppes at Bel Air. In 2016, the City and RPI Bel Air Mall, LLC entered into a revenue-sharing arrangement intended to incentivize economic development of a shopping center within the City. The revenue- sharing arrangement is memorialized with a warrant and is a limited obligation of the City and is payable solely out of and secured by a portion of the city sales taxes collected within such shopping center for approximately 15 years, provided that the amount to be remitted shall not exceed $7,500,000.

Anticipated Indebtedness

The City has no authorized but unissued debt outstanding, other than the Warrants offered by this Official Statement. The City does not expect to incur additional long-term indebtedness, other than the Warrants and other than refundings for debt service savings, within the next 12 months.

Constitutional Debt Limit

Constitutional Debt Limit—General. The City’s present constitutional debt limit is based on two provisions of the Alabama Constitution of 1901, namely, Section 225 of the Alabama Constitution of 1901 and Amendment No. 772 to the Alabama Constitution of 1901. Obligations chargeable against debt limit for purposes of Section 225 of the Alabama Constitution of 1901 are not chargeable against debt limit for purposes of Amendment No. 772 to the Alabama Constitution of 1901, and obligations chargeable against debt limit for purposes of Amendment No. 772 to the Alabama Constitution of 1901 are not chargeable against debt limit for purposes of Section 225 of the Alabama Constitution of 1901.

Constitutional Debt Limit—Section 225. Under Section 225 of the Alabama Constitution of 1901, the City’s present constitutional debt limit is an amount equal to 20% of the assessed value of the taxable property located within its corporate limits; however, under existing law, the following are not chargeable against the City’s constitutional debt limit: (1) obligations chargeable against debt limit for purposes of Amendment No. 772 to the Alabama Constitution of 1901; (2) obligations issued for the purpose of acquiring, providing or constructing schools, water works or sewers; (3) obligations incurred for street or sidewalk improvements where the costs thereof, in whole or in part, are to be assessed against the property abutting such improvements; (4) tax anticipation notes not exceeding one-fourth of general revenues; (5) revenue securities payable solely from the revenues of water, sewer, gas or electric systems; and (6) capitalized lease obligations that are funded on a “year-to-year basis”.

The following statement reflects the City’s legal debt margin under Section 225 of the Alabama Constitution of 1901 after the issuance of the Warrants:

City of Mobile Statement of Legal Debt Margin—Section 225

Assessed value of taxable property (including motor vehicles) (as of September 30, 2017) $2,448,532,160 Basic debt limit (20% of assessed value) 489,706,432 Total indebtedness: General obligation indebtedness(1) 237,834,000 Less: Non-chargeable indebtedness(2) (33,500,000) Total indebtedness chargeable against debt limit 204,334,000 Legal debt margin $285,372,432 ______(1) See “Outstanding Indebtedness”.

(2) The following indebtedness (in the amounts noted in parentheses) is not chargeable against debt limit: Tax-Exempt General Obligation Warrants, Series 2017A ($33,500,000). See “Outstanding Indebtedness”, “Funding Agreements, Capital Leases, and Related Arrangements”, and “Other Indebtedness”.

A-14 Constitutional Debt Limit—Amendment No. 772. Under Amendment No. 772 to the Alabama Constitution of 1901, the City may become indebted and issue bonds, warrants which may be payable from funds to be realized in future years, notes, or other obligations, or evidences of indebtedness to a principal amount not exceeding 50% of the assessed value of the taxable property located within its corporate limits in order to secure funds for any of the economic and industrial development powers or authorities granted in such amendment; however, under existing law, obligations chargeable against debt limit for purposes of Section 225 of the Alabama Constitution of 1901 are not chargeable against the City’s constitutional debt limit for purposes of Amendment No. 772.

The following statement reflects the City’s legal debt margin under Amendment No. 772 to the Alabama Constitution of 1901 after the issuance of the Warrants:

City of Mobile Statement of Legal Debt Margin—Amendment No. 772

Assessed value of taxable property (including motor vehicles) (as of September 30, 2017) $2,448,532,160 Basic debt limit (50% of assessed value) 1,224,266,080 Total indebtedness chargeable against debt limit(1) (260,396,674) Legal debt margin $963,869,406 ______(1) The following indebtedness (in the amounts noted in parentheses) is chargeable against debt limit for purposes of Amendment No. 772 to the Alabama Constitution of 1901: (a) Tax-Exempt General Obligation Warrants, Series 2017A ($33,500,000); (b) McGowin Park, LLC Warrant ($210,146,674); (c) Westwood Plaza, LLC Warrant ($9,250,000); and (d) RPI Bel Air Mall, LLC Warrant ($7,500,000). See “Outstanding Indebtedness”, “Funding Agreements, Capital Leases, and Related Arrangements”, and “Other Indebtedness”. Because obligations chargeable against debt limit for purposes of Section 225 of the Alabama Constitution of 1901 are not chargeable against debt limit for purposes of Amendment No. 772 to the Alabama Constitution of 1901, except for $33,500,000 of the Tax-Exempt General Obligation Warrants, Series 2017A, the indebtedness described more particularly under “Outstanding Indebtedness–Long-Term Indebtedness” is excluded from this table.

A-15 Debt Service Requirements on General Obligation Debt

The following table contains the debt service requirements on all long-term, general obligation debt of the City that will be outstanding after the issuance of the Warrants.

City of Mobile Debt Service Requirements on General Obligation Debt(1)

Fiscal Principal on General Interest on General Year Obligation Obligation Total Ended Indebtedness(1)(2)(3) Indebtedness(1) Debt Service

2018 $14,773,000.00 $8,640,418.75 $23,413,418.75 2019 14,163,000.00 8,497,550.53 22,660,550.53 2020 15,374,000.00 7,894,721.07 23,268,721.07 2021 16,725,000.00 7,271,467.65 23,996,467.65 2022 17,667,000.00 6,686,971.62 24,353,971.62 2023 18,434,000.00 6,154,703.78 24,588,703.78 2024 18,397,000.00 5,567,937.91 23,964,937.91 2025 19,088,000.00 4,888,491.72 23,976,491.72 2026 19,596,000.00 4,168,091.03 23,764,091.03 2027 19,694,000.00 3,426,376.70 23,120,376.70 2028 20,482,000.00 2,590,700.33 23,072,700.33 2029 21,301,000.00 1,633,986.70 22,934,986.70 2030 22,140,000.00 568,095.50 22,708,095.50 ______(1) For purposes of this Preliminary Official Statement, includes the current indebtedness shown under “Outstanding Indebtedness”.

2) For purposes of this table the principal amount of indebtedness to be retired in a fiscal year pursuant to mandatory redemption provisions is shown as maturing in that fiscal year. For a breakdown of debt service by principal and interest for the Warrants, see “DEBT SERVICE REQUIREMENTS”.

(3) For purposes of this Preliminary Official Statement, actual debt service on current indebtedness is shown; debt service on the Warrants is not shown. Debt service on the Warrants and debt service on the current indebtedness remaining outstanding after issuance of the Warrants will be reflected in the final Official Statement.

Direct and Overlapping Debt

The following table reflects the direct debt of the City that will be outstanding after the issuance of the Warrants and the overlapping debt of Mobile County and governmental entities subordinate to Mobile County and the City, including the Mobile County Board of School Commissioners (the “Mobile County BOE”). Debt of the State of Alabama is not included in overlapping debt, nor is debt of the Board of Water and Sewer Commissioners of the City of Mobile, the Mobile Housing Board, or the Mobile Airport Authority since their outstanding indebtedness of approximately $236,959,888 is payable out of their revenues and other sources and since the City is not responsible for payment of their obligations.

A-16

Pro Forma Direct and Overlapping Indebtedness

Percent of City’s Principal Debt Allocable Allocable Share Balance To City(1) of Debt

Direct Debt General obligation bonds or warrants(2) $237,834,000 100% $237,834,000

Overlapping Debt(3) Mobile County 149,628,649 48% 71,213,880 Mobile County BOE 314,478,461 48% 149,672,082

Total Direct and Overlapping Debt $458,719,962 ______(1) The City’s portion of the said overlapping debt of Mobile County and the Mobile County BOE is computed by using a percentage of that debt that corresponds to the percentage of total assessed value of taxable property in Mobile County that is located in the City.

(2) After giving effect to the issuance of the Warrants. See “Outstanding Indebtedness” for a description of the City’s outstanding indebtedness.

(3) Includes all general obligation debt and other Mobile County debt payable from county-wide taxes as of September 30, 2016. Includes indebtedness for the Mobile County BOE as of September 30, 2016.

Debt Ratios

The following table sets forth certain debt ratios applicable to the City:

City of Mobile Debt Ratios

Population(1) 195,111 Assessed Value of Taxable Property(2) $2,448,532,160 Estimated True Value of Taxable Property(3) $17,700,802,300 General Obligation Debt(4) $237,834,000 General Obligation Debt Per Capita $1,219 Ratio of General Obligation Debt to Assessed Value 9.71% Ratio of General Obligation Debt to Estimated True Value 1.34% Direct and Overlapping Debt(4) $458,719,962 Direct and Overlapping Debt Per Capita $2,351 Ratio of Direct and Overlapping Debt to Assessed Value 18.73% Ratio of Direct and Overlapping Debt to Estimated True Value 2.59% ______(1) Source: 2010 census of U.S. Bureau of the Census. (2) Sources: Mobile County Revenue Commissioner and Mobile County License Commissioner. (3) Sources: Mobile County Revenue Commissioner, Mobile County License Commissioner, and City of Mobile. (4) After giving effect to the issuance of the Warrants.

A-17 AD VALOREM TAXATION

General

The levy and collection of ad valorem taxes in Alabama are subject to the Alabama Constitution, which, among other things, fixes the percentage of market value at which property can be assessed for taxation, limits the tax rates that can be levied against property and places a ceiling on the aggregate ad valorem taxes that can be levied by all taxing authorities on any property in any tax year. The amount of an ad valorem tax in Alabama is computed by multiplying the applicable tax rate by the assessed value of the taxable property. The assessed value of taxable property is a specified percentage (the “assessment ratio”) of its fair and reasonable market value or, in certain circumstances, its current use value. Ad valorem tax rates are stated in terms of mills per dollar of assessed value. Each mill represents a tax equal to one-tenth of one percent of the assessed value of such property.

Classification of Taxable Property

Amendment No. 373 to the Alabama Constitution divides all taxable property into the following four classes valued for taxation according to the assessment ratios shown below:

Class I All property owned by utilities 30%

Class II All property not otherwise 20% classified

Class III All agricultural, forest and single-family, owner-occupied residential property and historic buildings and sites 10%

Class IV Private passenger automobiles and pickup trucks owned and operated by an individual for personal or private use 15%

Amendment No. 373 permits the owner of Class III property to elect to have such property appraised at its “current use value” rather than its “fair and reasonable market value”. “Current use value” has been defined statutorily as the value of such property based on the use being made of it on October 1 of the preceding year, without taking into consideration the prospective value such property might have if it were put to some other possible use.

Assessment Ratio Adjustment

The Alabama Legislature has no power to adjust assessment ratios pertaining to local (as distinguished from state) taxes but does have the power to approve or disapprove an adjustment proposed by a local taxing authority. The governing body of any county, municipality or other local taxing authority may increase or decrease the assessment ratio with respect to any class of property subject to the following conditions: (i) the governing body of such county, municipality or other taxing authority must hold a public hearing on the proposed adjustment before authorizing the adjustment, (ii) the Legislature must adopt an act approving the adjustment and (iii) a majority of the electors of such county, municipality or other taxing authority must approve the adjustment in a special election. In addition, the Legislature has placed the following restrictions on the adjustment of assessment ratios:

(1) If the total assessed value of all property of a single class located within a taxing authority’s jurisdiction exceeds 50% of the total assessed value of all taxable property located within the jurisdiction of such authority, then the assessment ratio with respect to that class of property may be decreased by no more than 5% from the ratio otherwise prescribed for such class;

(2) If the total assessed value of all properties of a single class located within the jurisdiction of a local taxing authority is less than 20% of the total assessed value of all taxable property located within such jurisdiction,

A-18 then the assessment ratio with respect to that class of property may be increased by no more than 5% from the ratio otherwise prescribed for such class; and

(3) If the total assessed value of all property of a single class located within the jurisdiction of a local taxing authority exceeds 75% of the total assessed value of all taxable property located within such jurisdiction, then (i) the assessment ratio with respect to that class of property may be decreased by no more than 5% from the ratio otherwise prescribed for such class and (ii) the prospective assessment ratio for all other classes of property may be increased by no more than 5% from the ratio otherwise prescribed for such classes.

The governing body of the City has not sought to adjust the assessment ratio applicable to any class of taxable property nor does the City have any present plan for any such adjustment.

Rate Adjustments

Amendment No. 373 authorizes any county, municipality or other local taxing authority to decrease any ad valorem tax rate at any time, provided that such decrease does not jeopardize the payment of any bonded indebtedness secured by such tax. Amendment No. 373 also permits a county, municipality or other local taxing authority to increase the rate at which any ad valorem tax is levied, but only if (i) the governing body of such county, municipality or other taxing authority holds a public hearing on the proposed increase before authorizing the increase, (ii) the Legislature adopts an act approving the increase and (iii) a majority of the electors of such county, municipality or other taxing authority subsequently approves the increase in a special election.

Ceiling on Ad Valorem Taxes

Amendment No. 373 also limits the total amount of state, county, municipal and other ad valorem taxes that may be imposed on any class of property in any one tax year. This limitation is expressed in terms of a specified percentage of the fair and reasonable market value of such property. The applicable percentages to the four classes of property are as follows:

Class I - 2% Class II - 1 1/2% Class III - 1% Class IV - 1 1/4%

If the total amount of tax otherwise payable with respect to a class of property would exceed the maximum tax limit, the millage rate of each separate tax to which such property is subject must be reduced in the same proportion that the millage levied by or for the benefit of each taxing authority bears to the total millage levied by or for the benefit of all applicable taxing authorities. This provision becomes operative as to the several classes of property only if the total tax rate exceeds the following:

Class I - 66 2/3 mills Class II - 75 mills Class III - 100 mills Class IV - 83 1/3 mills

A-19 Ad Valorem Tax Rates

Ad valorem taxes on property in the jurisdiction of the City are currently levied at the rates listed in the below table.

Taxing Authority Mills State of Alabama 6.5

Mobile County: General Fund 6.0 Road & Bridge 3.5 Special Road & Bridge 6.5 Hospital 3.5 Board of Health 1.0 Total 20.5

Schools 29.5

City of Mobile: General 7.0 Total 63.5

Source: Alabama Department of Revenue.

Assessed Valuation of Taxable Property

The total assessed valuations of taxable property in the City of Mobile have been as follows for the periods indicated:

Fiscal Year Ending Real and Personal Motor Vehicles Total City September 30 Property Assessed Value Assessed Value Assessed Value

2017 $2,169,615,160 $278,917,000 $2,448,532,160 2016 2,179,561,780 294,187,320 2,473,749,100 2015 2,031,277,160 273,833,900 2,305,111,060 2014 1,992,934,600 264,068,220 2,257,002,820 2013 1,840,218,140 270,954,700 2,111,172,840

Sources: Mobile County Revenue Commissioner and Mobile County License Commissioner.

The total assessed valuations of taxable property in Mobile County have been as follows for the periods indicated:

Fiscal Year Ending Real and Personal Motor Vehicles Total County September 30 Property Assessed Value Assessed Value Assessed Value

2017 $4,536,150,940 $608,500,060 $5,144,651,000 2016 4,540,581,600 640,868,220 5,181,449,820 2015 4,201,971,000 600,327,000 4,802,298,000 2014 4,117,498,020 587,125,160 4,704,623,180 2013 4,060,293,820 591,799,680 4,652,093,500

Sources: Mobile County Revenue Commissioner and Mobile County License Commissioner.

A-20 Largest Ad Valorem Taxpayers

Listed below are the ten largest ad valorem taxpayers in the City of Mobile and the total amount of ad valorem taxes paid by each during the tax year ended September 30, 2017 (the most recent year for which definitive information is available). The amounts shown under the heading “Total Ad Valorem Taxes Paid” represent the expected collections during the tax year ended September 30, 2017 from the total municipal levies (7 mills) on property in the City’s jurisdiction.

Total Ad Valorem Assessed Value Name of Taxpayer Business Taxes Paid of Taxpayer

Alabama Power Company Utility $497,044 $71,006,260 RPI Bel Air Mall, LLC Retail 287,789 41,112,740 Kimberly-Clark Corporation Paper Manufacturing 193,068 32,651,620 Shell Chemical Company, LP Chemical Manufacturer 166,318 23,759,640 Mobile Gas Service Corp. Natural Gas Distribution 142,647 41,337,580 Absorbents & Catalysts UOP, LLC Manufacturing 137,618 22,189,400 BellSouth Telecomm., Inc., dba AT&T Alabama Utility 79,495 20,949,400 McGowin Park, LLC Retail 78,674 11,239,120 Comcast of Alabama, Inc. Utility 75,439 10,777,060 Cooper Marine & Timberlands Corp. River Transportation 72,168 10,309,740

Source: Mobile County Revenue Commissioner.

Listed below are the ten largest ad valorem taxpayers in Mobile County and the total amount of ad valorem taxes paid by each during the tax year ended September 30, 2017 (the most recent year for which definitive information is available). The amounts shown under the heading “Total Ad Valorem Taxes Paid” represent the expected collections during the tax year ended September 30, 2017 from the total state, county, municipal and school district levies (63.5 mills) on property in the County’s jurisdiction.

Total Ad Valorem Assessed Value Name of Taxpayer Business Taxes Paid of Taxpayer

Alabama Power Company Utility $17,734,363 $340,244,720 AM/NS Calvert, LLC Steel Processing 6,892,236 261,354,060 Outokumpu Stainless USA, LLC Steel Foundries 5,856,695 224,236,380 Evonik Corporation Mfg. Industrial Organic Chemicals 3,690,886 78,732,660 Gulfstream Natural Gas Natural Gas Transmission 3,470,175 71,559,060 Florida Gas Transmission Company, LLC Natural Gas Transmission 3,074,501 63,391,780 RPI Bel Air Mall, LLC Retail 2,610,659 41,112,740 Mobile Gas Service Corp. Natural Gas Distribution 2,392,192 41,346,680 SSAB Alabama, Inc. Steel Manufacturing 1,962,954 51,753,600 Kimberly-Clark Corporation Paper Manufacturing 1,916,192 32,651,620

Source: Mobile County Revenue Commissioner.

A-21 LITIGATION RELATING TO THE CITY

The City is a defendant in several suits and has been notified of various claims against it arising from matters relating to normal operations of a municipality. The City is self-insured and has excess coverage for claims over $1 million. The City believes that any liability resulting from pending suits and claims will be covered by funds of the City which will be available to discharge such liability (or excess coverage arrangements) without impairing its ability to perform any of its other obligations.

Recent court decisions have substantially eroded the immunity from tort liability formerly enjoyed by local governmental units in Alabama; however, Chapter 93 of Title 11 of the Code of Alabama (1975) now prescribes certain limits on the liability of local governmental units for bodily injury or death and for damage or loss of property. The limits are presently $100,000 in the case of bodily injury or death of one person in any single occurrence, $300,000 in the aggregate where more than two persons have claims or judgments on account of bodily injury or death arising out of any single occurrence, and $100,000 for damage or loss of property arising out of any single occurrence. The Alabama Supreme Court has held that the limitations prescribed by Chapter 93 are constitutional.

Local governmental units throughout the country increasingly have been subjected to lawsuits - many of which claim damages in large amounts - for alleged denials of civil rights under the provisions of Section 1983 of Title 42 of the United States Code. While the question is not free from doubt, it should be assumed that existing Alabama statutory limitations on liability for personal injury would not serve to limit liability under Section 1983.

ECONOMIC AND DEMOGRAPHIC INFORMATION

General

The City is located in Mobile County, approximately 194 miles southwest of the geographical center of Alabama. The City is located approximately 346 miles southwest of Huntsville, 247 miles southwest of Birmingham, and 169 miles southwest of Montgomery.

Mobile County covers approximately 1,644 square miles. The principal agricultural and forest products of Mobile County include greenhouse, nursery and floriculture, commercial fishing and cotton. Major manufactured products of Mobile County include ships, steel, stainless steel, aircraft and aerospace components, chemicals, furniture and paper. Major mineral products of Mobile County include clay, construction sand and gravel, infusorial earth (tripolite) and sulfur (natural gas).

Population

The following table sets forth population statistics for the State of Alabama, Mobile County and the City of Mobile from 1980 to 2016.

1980 1990 2000 2010 2016*

State of Alabama 3,894,025 4,040,389 4,447,100 4,779,736 4,863,300 Mobile County 364,980 378,643 399,843 412,992 414,836 City of Mobile 200,452 196,278 198,915 195,111 192,904

Source: U.S. Census Bureau. *Estimate

Employment

The following table sets forth estimated nonagricultural wage and salary employment statistics for Mobile County as of the 4th Quarter, 2016:

A-22 Mobile County Nonagricultural Employment by Industry

Number Employed % Health Care and Social Assistance 23,330 Retail Trade 20,814 Manufacturing 19,023 Accommodation and Food Services 15,857 Public Administration 15,473 Administrative and Waste Services 11,209 Construction 9,963 Professional and Technical Services 8,730 Wholesale Trade 7,233 Transportation and Warehousing 6,721 Finance and Insurance 5,802 Other Services, Ex. Public Admin. 5,605 Real Estate, Rental and Leasing 2,695 Educational Services 2,089 Information 1,599 Arts, Entertainment and Recreation 1,557 Management of Companies and Enterprises 906 Utilities 817 Agriculture, Forestry, Fishing & Hunting 730 Mining 255

Total wage and salary employees 160,408 100% ______Source: Alabama Department of Labor.

The following table sets forth labor force estimates and employment rates for Mobile County on the dates indicated:

August 2011 2012 2013 2014 2015 2016 2017*

Civilian Labor Force 193,851 188,626 186,563 185,451 183,728 185,092 181,101 Employment 172,971 171,312 170,629 171,055 170,854 172,376 171,735 Unemployment 20,880 17,314 15,934 14,396 12,874 12,716 9,366 Rate 10.8% 9.2% 8.5% 7.8% 7.0% 6.9% 5.2% ______Source: U.S. Department of Labor, Bureau of Labor Statistics. *Preliminary; subject to change.

The following table sets forth comparative unemployment rates for Mobile County, the State of Alabama and the United States for the dates indicated:

August 2011 2012 2013 2014 2015 2016 2017*

Mobile County 10.8% 9.2% 8.5% 7.8% 7.0% 6.9% 5.2% State of Alabama 9.6 8.0 7.2 6.8 6.1 6.0 4.3 United States 8.9 8.1 7.4 6.2 5.3 4.9 4.5 ______Source: U.S. Department of Labor, Bureau of Labor Statistics. *Preliminary; subject to change.

A-23 Major Employers

The major governmental and nongovernmental employers in Mobile County, their principal activity and the number of employees of each are as follows:

Employer Product/Service Number of Employees

Mobile County Public School System Education 7,500 University of South Alabama and Education/Medical 6,000 Medical Facilities Infirmary Health System Medical 5,000 Austal Littoral Combat Ships (LCS) 4,000 City of Mobile Government 2,140 CPSI Information Technology 1,950 County of Mobile Government 1,670 Providence Hospital Medical 1,540 Springhill Medical Center Medical 1,300 AltaPointe Medical 1,170

The major manufacturing employers in Mobile County, their principal product and the number of employees of each are as follows:

Employer Product/Service Number of Employees

Austal USA Shipbuilding 4,000 AM/NS Calvert Steel 1,600 ST Aerospace Mobile Aerospace MRO 1,100 Outokumpu Stainless Steel 895 United Technology Corporation Aerospace 830 Evonik Industries Specialty Chemicals 800 Standard Furniture Furniture 650 Kimberly-Clark Corporation Paper 630 SSAB Americas Steel 580 BASF Corporation Chemicals 565

Source: Mobile Area Chamber of Commerce (Updated June 2016); Economic Development Partnership of Alabama.

Income Levels

There are two basic methods of measuring annual income: per capita income, which is the total income of all families and individuals in a given area divided by the total population of the area, and median family income above and below which there are an equal number of family incomes.

A-24 The following tables present comparative information regarding income levels in the City of Mobile, Mobile County, the State of Alabama, and the United States:

Per Capita Income

Year City of Mobile Mobile County State of Alabama United States

2015* $23,320 $22,953 $24,091 $28,930 2009 22,401 21,548 22,984 27,334 1999 18,072 17,178 18,189 21,587 1989 12,509 11,158 11,486 14,420 ______Sources: 1990, 2000 and 2010 U.S. Census of Population and Housing; 2015 American Community Survey. *Five-year Estimates (2011-2015)

Median Family Income

Year City of Mobile Mobile County State of Alabama United States

2015* $50,211 $54,215 $55,341 $66,011 2009 47,241 49,900 52,863 62,982 1999 39,752 40,378 41,657 50,046 1989 28,220 27,601 28,688 35,225 ______Sources: 1990, 2000 and 2010 U.S. Census of Population and Housing; 2015 American Community Survey. *Five-year Estimates (2011-2015)

Retail Sales

The following table shows retail sales in Mobile County and the State for the years indicated:

Total Retail Sales (000s omitted)

1997 2002 2007 2012

State of Alabama $36,623,327 $43,784,342 $57,344,851 $58,564,965 Mobile County 3,404,545 4,073,954 5,225,494 5,102,565 ______Source: 1997, 2002, 2007 and 2012 Economic Census, U.S. Census Bureau.

Housing and Construction

The following table presents certain information regarding housing characteristics in the City of Mobile:

2015* 2010 2000 1990

Total housing units 90,878 89,127 86,187 82,817 Total occupied housing units 76,170 78,959 78,480 75,442 Total owner occupied housing units 43,282 44,520 46,529 43,806 Median value of owner occupied units $120,100 $120,600 $81,400 $54,700

Sources: 1980, 1990, 2000 and 2010 U.S. Census of Population and Housing; 2015 American Community Survey. *Five-year Estimates (2011-2015)

A-25 The following table presents certain information regarding housing characteristics in Mobile County:

2015* 2010 2000 1990

Total housing units 180,932 178,196 165,101 151,220 Total occupied housing units 154,188 158,435 150,179 136,899 Total owner occupied housing units 102,608 106,079 103,391 91,513 Median value of owner occupied units $122,400 $120,700 $80,500 $53,300

Sources: 1980, 1990, 2000 and 2010 U.S. Census of Population and Housing; 2015 American Community Survey. *Five-year Estimates (2011-2015)

The following table provides the total building permits issued by the City of Mobile and the construction activity in the designated years:

NEW PRIVATELY-OWNED RESIDENTIAL BUILDING PERMITS CITY OF MOBILE Single-Family Multi-Family (Two or more families)

Permits Construction Permits Construction Year Issued Cost Issued Units Cost 2003 234 $35,278,917 1 4 $408,000 2004 191 42,870,284 11 260 18,048,200 2005 212 55,493,848 16 138 13,082,996 2006 370 71,920,796 17 258 12,358,500 2007 266 57,533,576 27 386 35,393,959 2008 248 54,431,116 40 613 37,029,436 2009 187 36,434,837 65 939 55,531,800 2010 155 28,320,413 12 131 12,467,000 2011 120 24,263,119 16 561 33,057,201 2012 106 23,065,844 14 184 16,239,679 2013 84 17,796,913 11 72 5,755,488 2014 109 22,235,253 0 0 0 2015 70 18,498,195 10 125 11,210,116 2016 92 8,487,359 (incomplete) 14 204 15,233,548 2017* 64 -- -- 252 --

Source: U.S. Census Bureau. (Effective January 31, 2017, only the permits and units information will be available on Censtats.) *YTD June, 2017

The following table provides the total building permits issued by Mobile County and the construction activity in the designated years:

NEW PRIVATELY-OWNED RESIDENTIAL BUILDING PERMITS MOBILE COUNTY Single-Family Multi-Family (Two or more families)

Permits Construction Permits Construction Year Issued Cost Issued Units Cost 2003 1,195 $94,082,529 2 10 $375,504 2004 1,250 100,906,056 13 154 5,603,534 2005 1,392 114,453,250 0 0 0 2006 1,656 140,044,086 25 148 12,931,179 2007 1,352 120,127,986 21 162 10,316,205 2008 989 86,744,140 13 287 20,905,806 2009 794 65,445,716 11 386 16,100,000

A-26 2010 638 66,360,570 0 0 0 2011 455 57,741,978 11 274 5,143,279 2012 441 58,330,442 0 0 0 2013 394 52,048,950 10 176 13,202,998 2014 397 54,238,823 0 0 0 2015 361 62,287,239 20 134 14,476,289 2016 423 51,765,321 (incomplete) 00 0 2017* 168 ------

Source: U.S. Census Bureau. (Effective January 31, 2017, only the permits and units information will be available on Censtats.) *YTD June, 2017

The above figures are for the unincorporated areas of the County and do not represent any activity that occurred in the eleven municipalities during the corresponding period.

The Mobile County Building Inspections Department issues building permits for new residences residential additions and repairs, new non-residential buildings, non-residential additions and repairs, swimming pools, electrical heating and air conditioning, mobile homes and trailers, and FHA variances. No attempt has been made to break down each of these categories to reflect the total number of building permits issued by the Mobile County Inspection Department.

Education

Primary and Secondary Education. The City is served by the State’s largest local education system, which has approximately 7,500 employees. The Mobile County Board of School Commissioners, which administers and supervises public schools in Mobile County excluding the public schools in the municipalities of Chickasaw, Saraland, and Satsuma, is composed of five elected commissioners and directs the work of the unified County school systems. The City does not have an independent school system. The County has 88 public schools with an enrollment of approximately 56,398 students, and 57 private and parochial schools with a combined enrollment of approximately 14,862 students.

Vocational training is offered in the County’s high schools in agribusiness, business and office education, consumer home economics, day trades and distributive education. Distributive education and horticulture are offered jointly through the vocational rehabilitation and special education services.

The Catholic schools in the City and County are operated by the Catholic Department of Education of the Archdiocese of Mobile. There are 9 pre/elementary schools and 1 secondary/high school in the County; approximately 4,000 students are enrolled in these Catholic schools.

Vocational and Technical Education. Bishop Community College (primarily at its Carver and Southwest campuses) and South Alabama Skills Center (a Private Industry Council/Governor’s Jobs Partnership Act funded facility) serve the Mobile area. The Carver campus of Bishop State was designed to train and prepare high school graduates and other persons sixteen years of age and older for employment in vocational, technical and industrial pursuits. The Southwest campus offers training in technical, mechanical, and non-mechanical occupations.

Higher Education. The University of South Alabama, chartered in May of 1963 by the Alabama Legislature, is a State-supported coeducational institution of higher learning, located on a 1,200 acre campus in west Mobile. Instruction began with 272 students in a single four-story combination administration, classroom and laboratory building erected by the Mobile County Foundation for Public Higher Education. The University enrolled approximately 16,443 students for day and evening courses (including students in medical schools) during 2016. The University offers programs in arts and science, education, business and management studies, medicine, health professions and engineering. The University also operates a full range clinical and teaching hospital at its medical center, which provides internship, residency and research facilities for numerous medical specialties as well as patient care and full-scale surgical and clinical disciplines.

The University of Mobile, founded in 1961 and located on an 800 acre campus ten miles from downtown Mobile, is a private four-year coeducational college of arts and sciences sponsored by the Alabama Baptist State Convention. The first classes began in 1963, and the University was accredited by the Southern Association of

A-27 Colleges and Schools in 1968. The University is the only four-year, privately supported college to be founded in Alabama during this century. The University offers programs leading to Bachelor of Arts and Bachelor of Science degrees, as well as pre-professional programs in the arts, medicine, dentistry, engineering, medical technology, nursing, law and the ministry. The University enrolled approximately 1,480 students during 2016.

Faulkner University at Mobile has been helping adult students earn degrees and advance their careers in Mobile for more than 30 years. The University is accredited by the Southern Association of Colleges and Schools to award Associate and Bachelor degrees. The University offers Associate degrees in liberal arts (Associate of Arts and Associate of Science), business administration and management, computer & information science, criminal justice, informatics and legal studies. Bachelor degrees include business administration, psychology (counseling, general/clinical, forensic, health & rehabilitation with pre-occupational therapy, industrial/organizational and sports), criminal justice and human resource management. Classes are offered during the day, evenings, weekends and online to accommodate work and family schedules. The current enrollment at the University is approximately 200-300 adult students.

Spring Hill College, founded in 1830, is the oldest institution of higher learning in Alabama. The College has been operated by the Society of Jesus (the Jesuit Fathers) since 1847 as a fully accredited senior college of arts and sciences, offering Bachelor of Arts, Bachelor of Science, Bachelor of General Studies (nursing) and Bachelor of Science in Commerce degrees. The curriculum also includes a Master of Education degree. The College has been coeducational since 1952. The College is located near the geographical center of the City on a 400-acre campus containing a natural spring-fed lake and 18-hole golf course. The College enrolled approximately 1,476 students during 2016.

Bishop State Community College is accredited by the Southern Association of Colleges and Schools and confers Associate Degrees in Science, Applied Science and Arts, and Certificates for programs requiring less than two years for completion and for short seminar courses offered as a community service. In addition to technical and vocational training, the two-year courses consist of basic general education courses as well as electives which may meet a portion of the requirements for a four-year degree. The College enrolled approximately 3,028 students during 2016.

Other institutions of higher learning serving the health-related professions in the Mobile area are: Mobile Infirmary, School of X-ray Technology, School of Medical Technology, School of Nursing, Providence Hospital, University of South Alabama, College of Medicine, School of Nursing, College of Allied Health.

Health Care Services

Mobile County and the surrounding area are served by five general hospitals, one rehabilitation hospital and one private psychiatric hospital, as well as three local and state-sponsored mental health facilities. The five general hospitals are as follows: (i) USA, a 219-bed women’s and children’s general hospital; (ii) Mobile Infirmary Medical Center, a non-profit 677-bed general hospital; (iii) Providence Hospital, a non-profit Roman Catholic, 349- bed general hospital facility owned by the Daughters of Charity; (iv) Springhill Medical Center, an investor-owned, 252-bed general hospital; and (v) The University of South Alabama Medical Center, a 406-bed general hospital facility.

The University of South Alabama began developing a regional cancer research and treatment institute in 2000. In 2005 the University and Infirmary Health Systems, the operator of the Mobile Infirmary Medical Center, announced plans to cooperate in the development and construction of the Institute. In 2006 the institute was formally named the Mitchell Cancer Institute. The $100 million institute opened in 2008. With the Institute including both treatment and research areas, it is estimated to have a $1 billion economic impact on the Mobile Bay region over the next decade. It employs close to 700 professionals and focuses on serving the east-west Interstate 10 corridor. It is the only Stage II and Stage III cancer center between Houston and Tampa.

J.L. Bedsole/Rotary Rehabilitation Hospital, a 42-bed facility, affiliated with the Infirmary Health network of hospitals, provides rehabilitation for patients affected by stroke, spinal cord injury, brain injury or other neurological illnesses.

Regional mental health facilities include multiple facilities operated by AltaPointe Health Systems, Inc., a public entity serving Mobile and the surrounding counties. Other mental health related clinics serving Mobile include Anchorage-Mobile Mental Health, LeMoyne Program, Lifelines/Family Counseling Center, Mobile Association for Retarded Citizens, Mobile Mental Health Center-Adult Services, and Turning Point.

A-28 The County has approximately 1,000 practicing physicians and 235 practicing dentists to serve its local needs.

Utilities and Media

Electricity is supplied to the residents of the City by Alabama Power Company. Natural gas service is supplied by Spire, Inc. Water and sewer services are supplied by the Mobile Area Water & Sewer System. Telecommunication services are provided by AT&T, Xfinity/Comcast Cable and Mediacom. The City also has media outlets, including several weekly newspapers and magazines, 27 radio stations (10 AM and 17 FM), 7 television stations (6 network affiliates and 1 public), and several cable companies, both local and national.

Recreation

Recreational assets of the City include more than 70 parks and playgrounds offering facilities for picnicking, canoeing, biking, hiking, camping, swimming and other leisure activities. Some of the City’s featured parks include Bienville Square and Cathedral Square (a performing arts park), both of which are popular downtown spaces. Spanish Plaza features Arches of Friendship, a fountain presented to Mobile by the City of Málaga, Spain. The 720-acre Langan Park offers golf, tennis, outdoor concerts, a children’s playground, picnic areas and lakes, and contains the Mobile Museum of Art, Azalea City Golf Course, Mobile Botanical Gardens and Playhouse in the Park. Arlington Park on Mobile Bay includes a pier, a kayak launch point and picnic gazebos. Chickasabogue Park has bike and foot trails, fishing, camping, canoeing and swimming. Medal of Honor Park features a dog park and a pavilion for outdoor concerts. An 83-acre waterfront complex, 5 Rivers Delta Resource Center, provides public access to the Mobile-Tensaw Delta with hundreds of miles of rivers and wetlands and some of the South’s best freshwater fishing. The facility offers boat and adventure tours, and contains a small theater, exhibit hall, meeting facilities, walking trails, and a canoe and kayak landing. Meaher State Park also serves as a gateway to the delta, and offers swamp tours to visitors.

The City also has more than 25 golf courses in the metropolitan area. Alabama’s Robert Trent Jones Golf Trail has 2 courses in the Mobile area, Magnolia Grove and Lakewood Golf Club. The Copeland-Cox Mobile Tennis Center is the nation’s largest public facility, with 50 lighted tennis courts.

Some local attractions include the 100-acre Mobile Botanical Gardens that feature a variety of flora, with 1,000 evergreen and native azaleas and a 30-acre Longleaf Pine Habitat. Bellingrath Gardens and Home is a 65-acre botanical garden and historic 10,500-square-foot mansion that dates to the 1930s. Fort Conde is a reconstruction of the City’s original Fort Condé. It serves as the official welcome center and colonial-era living history museum. Other local attractions include the USS Alabama battleship, the Gulf Coast Exploreum, the Mobile Museum of Art, and the award-winning History Museum of Mobile. The City has more than 150 historic buildings and historic districts on the National Register of Historic Places.

The Gulf of Mexico is a short drive from the City to Dauphin Island in Mobile County, or to the shoreline of Baldwin County. The City offers sailing, boating and deep sea fishing in the Gulf of Mexico 12 months of the year. In addition, the Alabama Coastal Birding Trail spans two counties and is enhanced by directional and interpretive signage.

Transportation

Highway System. The City is adequately served by the interstate highway system, with Interstate 10 offering east-west access and Interstate 65, which originates in the City, serving northbound traffic. An extension of I-65 (I-165) connects it with I-10 in downtown Mobile. The City is also served by U.S. Highways 43, 45, 90 and 98, and State Highways 163, 193 and 213.

Freight Carriers. There are over 65 motor freight carriers certified to transport interstate shipments to and/or from the Mobile area. The majority of the carriers have a Mobile area terminal, with many carriers offering container services.

Bus. Greyhound, Trailways and Megabus Bus Lines provide bus services to the City.

A-29 Rail Service. The City is served by 5 national Class I major railway lines: Canadian National Railway, Central Gulf Railroad, CSX Transportation, Kansas City Southern Railway, and Norfolk-Southern Railway. The City is also served by 1 Class III railway line, Alabama and Gulf Coast Railway that links the City to the Burlington Northern and Santa Fe Railway (BNSF) at Amory, Mississippi. All lines provide daily direct freight and intermodal service to the Southeast and connect with other carriers to the Southwest and Midwest. Terminal switching facilities are available at the Alabama State Port Authority. Piggyback loading systems and containerized service are available. An average of 2,500 rail cars pass through Mobile daily.

Air. The City is serviced by 2 municipal airports: Mobile Downtown Airport at Brookley Field (known as Mobile Aeroplex at Brookley) and Mobile Regional Airport.

With 4 million square feet of industrial space on 1,650 acres, the Mobile Aeroplex at Brookley is one of the largest industrial parks on the Gulf Coast. Over 70 companies are located on site, employing over 3,600 people in a wide range of industries. The Aeroplex is strategically located in the following zones, which allow for enhanced business operations and attractive tax incentives: foreign trade zone number 82 and the renewal community zone. A major component of the Aeroplex is the Mobile Downtown Airport, a general aviation facility that has 2 paved and lighted runways (9,618 feet and 7,800 feet). Another major component of the Aeroplex is the new $600 million Airbus factory in Mobile that manufactures and assembles the A319, A320 and A321 aircraft, all part of the Airbus A320 family. The Airbus facility is expected to employ up to 1,000 full-time workers when at full capacity. The Airbus facility commenced aircraft assembly in July 2015 and delivered its first completed aircraft in April 2016 to U.S. customer JetBlue. The facility is expected to deliver four aircraft per month by the end of 2017.

The Mobile Regional Airport facility, providing terminal, parking areas and 8 gates, was completed in December, 1986. The facility covers an area of 1,717 acres, has 2 paved and lighted runways (8,502 feet and 4,376 feet), and 3 helipads, each 100 feet. The City is currently served by 4 commercial airlines: American Eagle, Delta Air Lines, Delta Connection and United Express, which provide approximately 23 daily departures to 5 of the nation’s largest hubs: Atlanta, GA, Charlotte, NC, Chicago, IL, Dallas/Fort Worth, TX and Houston, TX. The following table shows the number of enplaned passengers at Mobile Regional Airport:

Year Enplaned Passengers

2016 288,209 2015 278,053 2014 288,376 2013 287,661 2012 277,432 2011 288,461 2010 277,232 2009 280,491 2008 286,956 2007 303,512 2006 296,264 2005 323,209 2004 308,227 2003 302,035

Source: Federal Aviation Administration.

Water. The Tennessee-Tombigbee Waterway (the “Tenn-Tom”) opened for navigation on June 1, 1985. By providing economical barge service between the Tennessee, Mississippi and Ohio river valleys and the Port of Mobile, the Tenn-Tom offers substantial savings to shippers of a variety of commodities. Stretching some 234 miles, the Tenn-Tom Waterway connects the navigable Tennessee River near the Pickwick Lock and Dam with barge traffic on the Warrior-Tombigbee River System near Demopolis, Alabama. The waterway terminates at the deepwater Port of Mobile, Alabama. Thus, the Tenn-Tom serves as a connecting navigational artery between the Ohio, upper Mississippi and Tennessee River systems. The entire system encompasses about 16,000 miles of navigable

A-30 waterways. This new lane of commerce substantially shortens the barge route distance between numerous inland points and the Port of Mobile where export and import cargoes can be loaded and unloaded on ocean-going vessels. In all, 23 states in the central and southern regions of the nation are impacted by the Waterway.

The Intracoastal Waterway crosses the southern portion of Mobile County from east to west. It is 12 feet deep and accommodates all types of barge traffic. There is a 12 foot channel dredged to the Mobile Aeroplex at Brookley in the southern portion of the City. It is authorized to a depth of 27 feet. There is a ship channel cut from the main channel in Mobile Bay 5.3 miles to the shoreline of the County and 2 miles inland into the Theodore Industrial area. The controlling depth is 40 feet. The ship channel terminates in a 42 acre turning basin. A barge canal, 12 feet deep, extends 1.2 miles westward from the turning basin.

Port of Mobile. The Port of Mobile offers public, deepwater terminals with direct access to five Class 1 railroads, two interstate systems (I-10 and I-65), a weekly rail ferry service to Coatzacoalcos, Mexico, and 15,000 miles (2,400 km) of inland and intracoastal waterways serving the Great Lakes, Ohio and Tennessee valleys and the Gulf of Mexico.

The Alabama State Port Authority owns and operates public terminals at the Port of Mobile. These terminals handle containerized, breakbulk, coal, grain, roll-on/roll-off ships, cement, and oversized/heavy lift cargoes. This full-service seaport is currently ranked 13th in the nation based on total tonnage. The Port of Mobile is also represented by private bulk terminal operators as well as a number of highly specialized shipbuilding and repair companies, with two of the largest floating dry docks on the Gulf Coast.

Over the past decade, the Alabama State Port Authority has invested more than $700 million toward a capital expansion program establishing new facilities at the Port of Mobile, including a new container terminal, a new steel terminal, expansion at McDuffie coal terminal, a new rail ferry terminal, new warehouses, and a new turning basin.

Financial Institutions

The City has 21 banks, the largest of which are BB&T, BBVA Compass Bank, Hancock Bank, PNC Bank, Regions Bank, Trustmark National Bank and Wells Fargo. Other banks include BancorpSouth, Bank of the Ozarks, Century Bank, Coastal Bank and Trust, Commonwealth National Bank, Community Bank, First Community Bank, iBERIABANK, Merchants Bank, Oakworth Capital Bank, Renasant Bank, SB&T Bank, ServisFirst Bank and The First, a National Banking Association. The City also has 16 credit unions.

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APPENDIX B

Audited Financial Statements of the City of Mobile for the fiscal year ended September 30, 2016

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CITY OF MOBILE, ALABAMA

COMPREHENSIVE ANNUAL FINANCIAL REPORT

FOR THE FISCAL YEAR ENDED

SEPTEMBER 30, 2016

William S. Stimpson, Mayor Paul C. Wesch, Executive Director of Finance Patricia A. Aldrich, Comptroller WILLIAM S. STIMPSON MAYOR Part I Introductory Section CITY OF MOBILE, ALABAMA COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED SEPTEMBER 30, 2016

TABLE OF CONTENTS

PAGES I. INTRODUCTORY SECTION Transmittal Letter i–v GFOA Certificate of Achievement vi Organization Chart vii List of Principal Officers viii

II. FINANCIAL SECTION Independent Auditor's Report 1 – 2

A. MANAGEMENT’S DISCUSSION AND ANALYSIS 3–16

B. BASIC FINANCIAL STATEMENTS

Government-wide Financial Statements Statement of Net Position 17 Statement of Activities 18 – 19

Fund Financial Statements

Governmental Fund Financial Statements Balance Sheet 20 Reconciliation of the Balance Sheet Governmental Funds to the Statement of Net Position 21 Statement of Revenues, Expenditures, and Changes in Fund Balances 22 Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities 23

Proprietary Fund Financial Statements Statement of net position 24– 25 Statement of Revenues, Expenses and Changes in Fund Net Position 26 – 27 Statement of Cash Flows 28 – 29

Component Units Financial Statements Statement of Net Position 30 Statement of Activities 31 – 32

Notes to the Financial Statements 33 – 93 C. REQUIRED SUPPLEMENTARY INFORMATION OTHER THAN MD&A Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual - General Fund 94 – 96 Notes to Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual - General Fund 97 Schedule of Changes in Net Pension Liability and Related Ratios – Employees’ Retirement System of Alabama 98 Schedule of Employer Contributions – Employees’ Retirement System of Alabama 99 Schedule of Changes in Net Pension Liability and Related Ratios – Police and Firefighters Retirement Plan 100 Schedule of Employer Contributions – Police and Firefighters Retirement Plan 101 Schedule of Changes in Net Pension Liability and Related Ratios – Transit Workers Pension Plan 102 Schedule of Employer Contributions – Transit Workers Pension Plan 103 – 104

D. COMBINING FINANCIAL STATEMENTS Combining Balance Sheet - Non-major Governmental Funds (by fund type) 105 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances - Non-major Governmental Funds (by fund type) 106 Non-major Capital Projects Funds Combining Balance Sheet 107 – 108 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances 109 – 110 Non-major Debt Service Funds Combining Balance Sheet 111 – 112 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances 113 – 114 Non-major Special Revenue Funds Combining Balance Sheet 115 – 116 Combining Statement of Revenues, Expenditures and Changes in Fund Balance 117 – 118 Non-major Enterprise Funds Combining Statement of Net Position 119 Combining Statement of Revenues, Expenses and Changes in Fund Net Position 120 Combining Statement of Cash Flows 121 Internal Service Funds Combining Statement of Net Position 122 Combining Statement of Revenues, Expenses and Changes in Fund Net Position 123 Combining Statement of Cash Flows 124 E. OTHER SUPPLEMENTARY INFORMATION

General Fund Schedule of Revenues and Other Financing Sources (Uses) Budget and Actual (Budgetary Basis) 125 – 126 Capital Assets Capital Assets Used in the Operation of Governmental Activities - Schedule by Function 127

Long-Term Debt Schedule of Bonds, Warrants, and Notes Payable 128 – 129

III. STATISTICAL SECTION Net Position by Component 130 – 131 Changes in Net Position 132 – 135 Governmental Activities Tax Revenue by Source 136 – 137 Fund Balances of Governmental Funds 138 – 139 Changes in Fund Balances of Governmental Funds 140 – 141 Value of Taxable Sales 142 Sales Tax Rates Direct and Overlapping Governments 143 – 144 Principal Sales Taxpayers 145 Assessed Value and Estimated Actual Value of Taxable Property 146 – 147 Property Tax Rates Direct and Overlapping Governments 148 Principal Property Taxpayers 149 Property Tax Levies and Collections 150 Ratios of Outstanding Debt by Type 151 – 152 Ratios of General Bonded Debt Outstanding 153 Direct and Overlapping Government Debt 154 Legal Debt Margin Information 155 – 156 Pledged - Revenue Coverage 157 Demographic and Economic Statistics 158 Principal Employers 159 Full-time Equivalent City Government Employees by Function 160 Capital Asset Statistics by Function 161 Operating Indicators by Function 162 – 169

March 31, 2017

TO THE CITIZENS OF THE CITY OF MOBILE, ALABAMA:

Enclosed is the Comprehensive Annual Financial Report (CAFR) of the City of Mobile, Alabama (the City) for the fiscal year ended September 30, 2016. The CAFR is provided to give detailed information about the financial position and activities of the City to its citizens, City Council, City staff and other readers.

Responsibility for both the accuracy of the data, and the completeness and fairness of the presentation, including all disclosures, rests with the City of Mobile management. To the best of our knowledge and belief, the enclosed data are accurate in all material respects and are reported in a manner designed to present fairly the financial position and results of operations of the City as a whole and the various funds of the City. All disclosures necessary to enable the reader to gain an understanding of the City’s financial activities have been included.

Alabama state law requires an annual audit of the City’s financial statements by independent certified public accountants who must conduct the audit in accordance with generally accepted auditing standards. The accounting firm of Smith, Dukes & Buckalew LLP, conducted the audit and their report on the City’s basic financial statements is included herein. The City is required to undergo an annual single audit in conformity with the provisions of the Single Audit Act Amendments of 1996 and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). The audit is underway and the separately issued Single Audit Report will be available for review at the Federal Audit Clearinghouse.

Management’s discussion and analysis (the MD&A) immediately follows the independent auditors’ report. It provides a narrative introduction, overview and analysis to accompany the basic financial statements. This letter of transmittal is designed to complement the MD&A and should be read in conjunction with it.

PROFILE OF THE CITY

Three hundred-year-old historic Mobile is the county seat of Mobile County and is located in the southwestern section of Alabama, at the head of Mobile Bay, thirty-one miles from the Gulf of Mexico.

City of Mobile | P.O. Box 1827 Mobile, Alabama 36633 | www.cityofmobile.org

i The city covers an area of 179 square miles. In 2015, the United States Census Bureau estimated that there were 194,288 people residing within the city limits of Mobile and that there were 415,395 people in Mobile County, the third largest metropolitan statistical area in Alabama. The City of Mobile, Alabama (the City) was incorporated on January 20, 1814 under the provisions of Act 1911, No. 281, page 330; Code 1940. The City operates under a Mayor and seven member council form of government, with the council members elected by district. Responsibility for day-to-day operations of the City rests with the Mayor. Various City Council committees also work closely with the Mayor and department heads.

This report includes all funds of the City. The City provides a full range of services. These services include police and fire protection; the construction and maintenance of highways, streets and infrastructure; and recreational activities and cultural events. The Mobile Public Library, the Public Parks and Recreation Board (Ladd - Peebles Stadium) and the Solid Waste Disposal Authority have met the criteria to be included in the report as discretely presented component units and are separately presented in the report. The Board of Water and Sewer Commissioners of the City of Mobile, Mobile Housing Board, Mobile Airport Authority, Mobile Board of Health, Mobile Emergency Management, Mobile Personnel Board, and Juvenile Court and Youth Center are excluded from this report. Additional information on all of these entities can be found in the notes to the financial statements (See Note 2).

Policy making and legislative authority are vested in a seven member city council which is, among other things, responsible for passing local ordinances, adopting budgets, appointing committees and board members of related organizations, and approving the appointment of executive directors of the City. The Mayor is responsible for carrying out certain ordinances of the City Council, supervising the operation of the City and appointing executive directors. The Mayor and Council members are elected to four-year terms. All council members are elected from within their respective districts.

The annual budget serves as the foundation for the City’s financial planning and control. The Mayor is required to submit a balanced budget proposal to the City Council for most of the City’s departments and funds by August 20 of each fiscal year. The Council, after public comment and evaluation, adopts the budget by October 1, the beginning of the fiscal year.

The City maintains budgetary controls to ensure compliance with legal provisions embodied in the annual appropriated budget approved by the City’s governing body. Activities of the general fund are included in the annual appropriated budget. Project-length financial plans are adopted for the capital projects funds. The comparison between the project-length basis budget to actual expenditures for the year is not meaningful and, therefore, is not presented. The level of budgetary control is on the departmental level within an individual fund for legal and administrative control. Unencumbered amounts lapse at year-end in the general fund.

FINANCIAL CONDITION

As of September 30, 2012, the unassigned fund balance of the City's general fund was $11.4 million. During Fiscal Year 2013, the general fund balance deteriorated by $15.7 million, leaving the unassigned fund balance of the general fund at a negative $4.3 million as of September 30, 2013.

During Fiscal Year 2015, the City's general fund budget was amended to repair the unassigned fund balance deficit and to restore a surplus. During that year, the City experienced a $19.4 million net increase in fund balance in its general fund. During 2015, the City experienced an additional $23.1 million increase in fund balance in its general fund.

At the close of Fiscal Year 2016, the unassigned fund balance of the general fund was a positive $29.8 million following a budget amendment to transfer $10.2 million in surplus to the capital fund for, among other purposes, the construction of two fire stations and economic development. The total fund balance for the general fund, including restricted, assigned and nonspendable fund balance was $34.7 million.

ECONOMIC CONDITION

Manufacturing, higher education and medical services continue to be driving factors for the economy of Mobile.

In September, 2016 Airbus completed construction of a $600 million aircraft assembly plant in Mobile at the Brookley Aeroplex where it will employ approximately 1,000 full-time workers at full-capacity and deliver approximately four aircraft per month. The first plane was delivered in April, 2016.

Austal USA in Mobile has been commissioned by the US Navy to build twelve ships under a Spearhead-class Expeditionary Fast Transport vessel contract. Austal has constructed and delivered five 127-meter littoral combat ships to the Navy under an eleven-ship, $4.0 billion contract. In connection with the JHSV and LCS contracts, Austal employs 4,400 workers in its Mobile shipyard.

Spearhead’s economic stability is provided to Mobile with the presence of the University of South Alabama and its health care facilities, employing 5,200, and medical centers such as Infirmary Health Systems, Providence Hospital and Springhill Medical Center, together employing 7,800.

MANAGEMENT OF CITY RESOURCES

A significant factor in assessing the economic health of the City of Mobile, and the City's finances is the credit rating assigned by credit ratings agencies because of their in-depth review of economic conditions and City financial performance.

In 2014, however, both Moody's Investor Service and Standard & Poors downgraded the City’s ratings due to a rapid deterioration in general fund liquidity and reserves during fiscal 2012 and 2013. As of the dates of the downgrades, neither service was aware of the change in the City management and of the adoption of an amended 2014 budget.

In 2016, Moody’s revised its “negative” outlook to “stable” on the City’s Aa2 rating and Standard & Poors raised its rating from A+ to AA-. The services cited an improving financial position due to new budgeting practices, financial flexibility and operating surpluses and reserves. iii

RELEVANT FINANCIAL POLICIES

In order to ensure future stability in its credit ratings, the City administration adopted a reserve policy for its general fund. This policy is intended to provide resources that might be necessary to meet unexpected financial pressures due to natural or manmade disasters or recessionary decreases in consumer based tax revenues.

The City's reserve policy requires the funding of an unassigned fund balance equal to 8.33% of budgeted general fund revenues for the immediately preceding fiscal year. The current balance indicated by this policy is $20 million, a level that was reached by the end of 2015.

City management is responsible for establishing and maintaining internal control designed to ensure that the assets of the City are protected from loss, theft or misuse and to ensure that adequate accounting data are compiled to allow for the preparation of financial statements in conformity with generally accepted accounting principles. Internal controls are designed to provide reasonable, but not absolute, assurance that these objectives are met. The concept of reasonable assurance recognizes that: (1) the cost of control should not exceed the benefits likely to be derived; and (2) the valuation of costs and benefits requires estimates and judgments by management.

As a recipient of Federal and State awards, the City also is responsible for ensuring that adequate internal controls are in place to ensure compliance with applicable laws and regulations related to those programs. These internal controls are subject to periodic evaluation by the City.

As a part of the City’s Single Audit, tests are made to determine the adequacy of internal controls, including those portions related to Federal awards. Tests are also performed to evaluate the City’s compliance with federal awards.

Cash temporarily idle during the fiscal year was invested in government securities and bank certificates of deposit. The City’s investment policy is to minimize credit and market risks while maintaining a competitive yield on its portfolio. Accordingly, deposits were either insured by Federal Depository Insurance or collateralized. The deposits that were not insured by Federal Depository Insurance were covered under the Security for Alabama Funds Enhancement (SAFE) program. Each of the banks holding the City’s deposits is a certified participant in the SAFE program. Through the SAFE program, all public funds are protected through a collateral pool administered by the Alabama State Treasury.

The City is self-insured for claims and judgments, general liability and general automobile liability. These liabilities were estimated to be approximately $1,847,500 at September 30, 2016 and were accounted for in the Insurance Internal Service Fund. Claim settlement and loss expenses are accrued in this fund for estimated reported claims. Past experience indicates that incurred but not reported claims, in aggregate, do not represent a material amount and, therefore, have not been accrued at year-end. The City is also fully insured for workers’ compensation claims with a deductible of $750,000 per accident and employee health insurance claims.

The City has contracted with outside third parties for claim administration. These liabilities were estimated to be approximately $14.9 million at September 30, 2016 and are accounted for in the Government-wide financial statements. The liability for employee health insurance claims of approximately $2.27 million is reported in the Employee Health Plan Fund (Internal Service Fund).

The cost of providing benefits to City retirees is a significant commitment of current and future resources. The City pays 100% of benefit costs after employee contributions and plan earnings. The City has met all of its obligations and incorporated the effect of expected benefit cost increases in making annual budget decisions. These costs have risen and are expected to continue to rise without some modifications to the plan.

During Fiscal Year 2016, City management has made modifications to its employee health plan and to its separate retiree health plans in an effort to lessen the impact to the City of rising costs.

AWARDS AND ACKNOWLEDGEMENTS

The Government Finance Officers Association (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City for its September 30, 2015 comprehensive annual financial report. This report satisfied both generally accepted accounting principles and applicable legal requirements.

A Certificate of Achievement is valid for a period of one year only. We believe that our current comprehensive annual financial report continues to meet the Certificate of Achievement Program’s requirements, and we are submitting it to the GFOA to determine its eligibility for another certificate.

The preparation of the comprehensive annual financial report on a timely basis was made possible by the dedicated service of the entire staff of the Finance Department and especially the efforts of Patricia Aldrich, Comptroller and Rebecca Christian, Deputy Comptroller. Each member of the department has our sincere appreciation for the contributions made in preparation of this report. My sincere appreciation is also extended to our independent auditors, Smith, Dukes & Buckalew LLP, for their cooperation and technical guidance.

Sincerely,

Paul C. Wesch Executive Director of Finance

v vi City of Mobile CITY OF MOBILE CITIZENS CITY COUNCIL

Fred Richardson, Jr Gina Gregory Levon C. Manzie C.J. Small John C. Williams Joel Daves Bess Rich Sandy Stimpson Council Vice President Council President Organizational Chart District 2 District 3 District 4 District 5 District 6 Mayor District 1 District 7 Municipal Court Internal Audit Jeff Carter Holmes Whiddon, Mayor’s Colby Cooper Communications City Clerk Presiding Judge Coordinator City liaisons with: Innovation Team Chief of Staff Lisa Lambert Marion Steinfels Civic and Convention Centers Criminal Ricardo Woods Downtown Mobile District Management Corp Domestic Archives E911 Operators Environmental City Attorney Ned Harkins Emergency Management / Civil Defense Traffic Environmental Agencies for Regulatory Affairs City Clerk Dept. Exploreum Neighborhood Lisa Lambert Gulf Quest Museum Legal Department Administrator Development History Museum of Mobile Mail Room Ladd-Peebles Stadium Board Nathan Emmorey James Roberts Local, State & Federal Environmental Lisa Lambert Mobile Arts Council Mobile Bay Convention and Visitors Bureau Municipal Mobile County Public School System Court Referral Neighborhood Community and Mobile Sports Authority Program Task Force Housing Enforcement Public Library System Sammie Brown TBD Development David WAVE Transit TBD Daughenbaugh

Don Rose RADM Rich Landolt, Bill Harkins Paul Wesch Dianne Irby Shayla Beaco George Talbot Michon Trent Matthew Capps Chief Sue Farni USN (Ret.) Executive Director Executive Director Executive Director Executive Director Senior Director Senior Director Senior Director Procurement Executive Director Executive Director Public Works Finance Engineering and Development Build Mobile Communications and Civic Engagement Parks and Recreation Officer Information Technology Public Safety External Affairs Historic Equipment Services Purchasing Mobile Azalea City Golf Course Human Resources Development Geographic Greg Beckham John Paine Museum of Art Brian Aaron Leslie Rey Cart Blackwell Communications Information Systems Safety and Performance Lawrence Auer Garage Laura Byrne Deborah Velders Scott Kearney Gary Gamble Supplier Diversity Motor Pool Mobile Tennis Centers Archnique Kidd Inventory Control Police & Fire Long Range Special Events Bruce Lockette Mobile Information Pension Ann Rambeau Scott Novak Planning Technology Fire-Rescue Department Mary Berg Mobile Film Office Keep Mobile Beautiful Real Estate/ Brian Underwood Sue Farni Assistant Chief Bob Haskins Engineering Asset Management Eva Golson Move Mobile Billy Pappas Parks Nick Amberger Brad Christensen Dan Otto Planning and Anitra Henderson Administration Traffic Engineering Revenue Zoning IS Project Management Bureau of Fire Prevention Jennifer White Gwen Hall Architectural Engineering Richard Olsen Parks Maintenance Capital Projects Mobile 311 Training Kim Harden Landscaping Services Electrical Janic Terry Network & Technical Services Fire Suppression Facilities Management Operations & Cemeteries Doug Davis Build Mobile Emergency Medical Services Treasury ROW, Land TBD Telecommunications Urban Forestry Marion McElroy Pandora Disturbance, Communications Public Works Real Estate Cunningham Permitting John Windley John Olszewski Recreation Rosemary Sawyer Police Department TBD Road Maintenance Accounting/Comptroller Inspections Permitting Chief James Barber Community Centers Patricia Aldrich Environmental/ Roger Bendolph Margaret Pappas Storm/Drainage Maintenance MS4 Administrative Athletics Solid Waste/Trash Collection Services Denise Brown Boards and Commissions Appointed by Council: Field Operations Special Activities Payroll Human Relations Commission John Noletto Advisory Commission on Disabled Investigative Community Activities Keep Mobile Beautiful Ad Hoc Tax Committee on Revenue and Growth Services Mobile Regional Senior & Ladd-Peebles Stadium Board Architectural Review Board Public Library Board Support Services Community Center Board of Adjustment Mobile Conventions and Visitors Board Citizens’ Budget and Finance Advisory Committee Special Operations Mobile Museum Board, Inc. (History Museum) Citizens’ Park and Recreation Advisory Committee Mobile Museum of Art Civic Center Board Animal Shelter Old Dauphin Way Review Board Codes Advisory Committee Solid Waste Authority Ellen Lursen Commercial Development Authority South Alabama Regional Planning Commission Downtown Redevelopment Commission Tree Commission Historic Development Commission Water and Sewer Commissioners Historic Preservation Authority Youth Council Waterfront Coordinator Pat Brennan AUTHORIZATION Boards and Commissions Appointed by Mayor: Adopted July 8, 2014 Cruise Terminal (Revised 10/11/2016) Housing Authority Industrial Development Board Sheila Gurganus - Mayoral Cabinet vii Mobile Airport Authority Planning Commission William S. Stimpson - Mayor CITY OF MOBILE, ALABAMA

LIST OF PRINCIPAL OFFICIALS

AT SEPTEMBER 30, 2016

TITLE NAME

Mayor William S. Stimpson

City Council District 1 Fredrick D. Richardson, Jr. District 2 Levon C. Manzie District 3 C.J. Small District 4 John C. Williams District 5 Joel Daves District 6 Bess Rich District 7 Gina Gregory

Executive Director of Finance Paul C. Wesch

City Clerk Lisa C. Lambert

viii WILLIAM S. STIMPSON MAYOR Part II Financial Section

INDEPENDENT AUDITORS’ REPORT

To the Honorable Mayor and Members of the City Council of the City of Mobile, Alabama Mobile, Alabama

Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Mobile, as of and for the year ended September 30, 2016, and the related notes to the financial statements, which collectively comprise the City of Mobile’s basic financial statements as listed in the table of contents.

Management’s Responsibility for the Financial Statements The City of Mobile’s management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We did not audit the financial statements of WAVE Transit and the Mobile Public Library, which represent 1.92 percent and 0.41 percent, respectively, of the assets, 5.19 percent and (0.87) percent, respectively, of the net position, and 1.30 percent and 2.67 percent, respectively, of the revenues of the City. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion, insofar as it relates to the amounts included for WAVE Transit and the Mobile Public Library, is based solely on the reports of the other auditors. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Opinions In our opinion, based on our audit and the reports of the other auditors, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business- type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Mobile, Alabama, as of September 30, 2016, and the respective changes in financial position and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America.

1 Smith, Dukes & Buckalew LLP Mobile 3800 Airport Blvd. • Suite 101 • Mobile, Alabama 36608 • phone 251-343-1200 • fax 251-344-0966 • smithdukes.com Daphne 6475 Van Buren Ave. • Suite 200 • Daphne, Alabama 36526 • phone 251-621-9600 • fax 251-621-9608 To the Honorable Mayor and Members of the City Council of the City of Mobile, Alabama Page 2

Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management’s Discussion and Analysis and Required Supplementary Information other than MD&A, as listed in the table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City of Mobile’s basic financial statements. The Introductory Section, Combining Financial Statements, Other Supplementary Information, and Statistical Section, as listed in the table of contents, are presented for purposes of additional analysis and are not a required part of the basic financial statements.

The Combining Financial Statements and Other Supplementary Information are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America by us and the other auditors. In our opinion, the information is fairly stated in all material respects in relation to the basic financial statements as a whole.

The Introductory Section and Statistical Section have not been subjected to the auditing procedures applied in the audit of the basic financial statements, and, accordingly, we do not express an opinion or provide any assurance on them.

Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated March 31, 2017 on our consideration of the City of Mobile’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City of Mobile’s internal control over financial reporting and compliance.

Mobile, Alabama March 31, 2017 2

MANAGEMENT'S DISCUSSION AND ANALYSIS MANAGEMENT’S DISCUSSION AND ANALYSIS

This section of the City of Mobile’s Comprehensive Annual Financial Report (CAFR) presents City management’s discussion and analysis of the City’s financial performance during the fiscal year that ended on September 30, 2016. Please read this in conjunction with the City’s financial statements, which follow this section, and the additional information furnished in the letter of transmittal, which can be found in the introductory section of the CAFR.

FINANCIAL HIGHLIGHTS

The assets and deferred outflows of the City of Mobile exceeded its liabilities and deferred inflows at the close of the fiscal year by $254.0 million (net position). Of this amount the City had a deficit in unrestricted net position of $277.6 million offset by $24.1 million in restricted net position and $507.5 million in net investment in capital assets. The City’s total net position increased $31.34 million, or 13.83%, as a result of this year’s operations. Net position of governmental activities increased $32.4 million, or 23.6%, and net position of business-type activities decreased $1.1 million, or 1.19% (percentage excluding prior period adjustments). The City made several prior period adjustments in the current year which affected beginning net position. A detailed explanation of these adjustments can be found at Note 18. At the close of the current fiscal year, the City’s governmental funds reported a combined fund balance of $120.6 million. This was an increase of $7.7 million or 6.87% from the prior year. At the end of the current fiscal year, total fund balance for the General Fund was $34.7 million, a decrease of $7.7 million (18.1%) from the prior year. This was primarily due to transfers out of the general fund into the capital improvements fund for the purposes of capital outlay. City management made intentional efforts to increase capital project funding in recent years. Sales and use tax, the City’s single largest revenue source, increased $1.6 million or 0.86% from the prior year primarily due to static revenue collections over the prior year. The City had one bond issue during the fiscal year. On February 11, 2016 the City issued General Obligation Refunding Warrants, Series 2016 in the principal amount of $39,402,000 for the purpose of refunding the City's outstanding General Obligation Refunding and Improvement Warrants, Series 2006.

OVERVIEW OF THE FINANCIAL STATEMENTS

The financial statements consist of four parts: management’s discussion and analysis (this section), the basic financial statements, and the narrative notes to the financial statements and the required supplementary information. The basic financial statements include two kinds of statements that present different views of the City’s finances.

The first two statements are government-wide financial statements that provide both long-term and short-term information about the City’s overall financial status. The remaining statements are fund financial statements that focus on individual elements of the City government, reporting the City’s operations in more detail than the government-wide statements.

3 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. Proprietary funds statements offer short and long-term financial information about the activities the government operates like businesses such as the WAVE transit.

The financial statements also include narrative notes that explain some of the information in the financial statements and provide more detailed data.

To assess the overall economic health of the City, additional non-financial factors, such as changes in the City’s tax base, planning and zoning actions, and the condition of the City’s roads and other infrastructure should be considered.

USING THIS ANNUAL REPORT

The Statement of Net Position and the Statement of Activities, (pages 17 - 19) provide information about the activities of the City as a whole and present a longer-term view of the City's finances.

Fund financial statements start on page 20. For governmental activities, these statements tell how these services were financed in the short-term as well as what remains for future spending. Fund financial statements also report the City's operations in more detail than the government wide statements by providing information about the City's most significant funds.

The notes to the financial statements provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The notes to the financial statements start on page 33.

In addition to the basic financial statements and accompanying notes, this report also presents certain required supplementary information concerning the City's general fund budget. A budgetary comparison schedule has been provided for the general fund to demonstrate compliance with the budget starting on page 94.

REPORTING THE CITY AS A WHOLE

The Statement of Net Position and the Statement of Activities

One of the most important questions asked about the City's finances is "Is the City as a whole better off or worse off as a result of the year's activities?" The Statement of Net Position and the Statement of Activities report information about the City as a whole and about its activities in a way that helps answer this question. These statements include all assets, liabilities, deferred outflows and deferred inflows using the accrual basis of accounting, which is similar to the accounting used by most private-sector companies. All of the current year's revenues and expenses are taken into account regardless of when cash is received or paid.

4 These two statements report the City's net position and changes in it. You can think of the City's net position - the difference between assets and deferred outflows less liabilities and deferred inflows - as one way to measure the City's financial health, or financial position. Over time, increases or decreases in the City's net position are one indicator of whether its financial health is improving or deteriorating. You will need to consider other non-financial factors, however, such as changes in the City's tax bases and the condition of the City's drainage systems and roads, to assess the overall health of the City.

In the Statement of Net Position and the Statement of Activities, we divide the City into three kinds of activities:

Governmental activities - Most of the City's basic services are reported here, including the police, fire, public works, parks and recreation departments and general administration. Sales taxes, business license fees, property taxes, franchise fees, and state and federal grants finance most of these activities. Business-type activities - The City charges a fee to customers to help it cover all or most of the cost of certain services provided. Convention center, civic center, the golf and tennis centers and parking facilities are reported here. Component units - The City includes three separate legal entities in its report – Mobile Public Library, The Public Park and Recreation Board (Ladd-Peebles Stadium), and the Solid Waste Disposal Authority. More comprehensive information about these component units can be found in Note 2.

REPORTING THE CITY'S MOST SIGNIFICANT FUNDS

Fund Financial Statements

The fund financial statements provide detailed information about the most significant funds – not the City as a whole. Some funds are required to be established by State Law and by bond covenants. However, the City Council established many other funds to help control and manage money for particular purposes or to show that it is meeting legal responsibilities for using certain taxes, grants, and other money (like grants received from the Department of Justice and the Department of Housing and Urban Development). Major funds are separately reported while all others are combined into a single, aggregated presentation. Individual fund data for non-major funds is provided in the form of combining statements in a later section of this report. The City's two kinds of funds - governmental and proprietary - use different accounting approaches.

• Governmental funds - Most of the City's basic services are reported in governmental funds, which focus on how money flows into and out of those funds and the balances left at year-end that are available for spending. These funds are reported using an accounting method called modified accrual accounting, which measures cash and all other financial assets that can readily be converted to cash. The governmental fund statements provide a detailed short-term view of the City's general government operations and the basic services it provides. Government fund information helps you determine whether there are more or fewer resources that can be spent in the near future to finance the City's programs. We describe the relationship (or differences) between governmental activities (reported in the Statement of Net Position and the Statement of Activities) and governmental funds in a separate reconciliation following each fund financial statement.

5 • Proprietary funds - When the City charges customers for the services it provides, whether to outside customers or to other units of the City, these services are generally reported in proprietary funds. Proprietary funds are reported in the same way that all activities are reported in the Statement of Net Position and the Statement of Activities. In fact, the City's enterprise funds (a component of proprietary funds) are the same as the business-type activities we report in the government-wide statements but provide more detail and additional information, such as cash flows, for proprietary funds. We use internal service funds (the other component of proprietary funds) to report activities that provide supplies and services for the City's other programs and activities - such as the City's Motor Pool. Because internal service funds primarily serve governmental functions, they are included within the governmental activities of the government-wide financial statements.

THE CITY AS A WHOLE - CONDENSED FINANCIAL INFORMATION

As year-to-year financial information is accumulated on a consistent basis, changes in net position may be observed and used to discuss the changing financial position of the City as a whole.

The City's net position at fiscal year-end are $254.0 million. This is a $23.2 million increase over last year's net position. The following table provides a summary of the City's net position:

CITY OF MOBILE, ALABAMA Net Position September 30, 2015 and 2016 (amounts expressed in thousands)

Amount Governmental Activities Business-type Activities Total Change % Change 2016 2015 2016 2015 2016 2015 Current and other assets $149,368 $141,289 $ 17,814 $ 16,677 $167,182 $157,966 $ 9,216 5.83% Capital assets(net) 666,676 660,245 90,230 92,886 756,906 753,131 3,775 0.50% Total assets 816,044 801,534 108,044 109,563 924,088 911,097 12,991 1.43% Deferred outflows of resources 44,365 23,976 4,251 1,588 48,616 25,564 23,052 90.17% Total assets and deferred outflows of resources 860,409 825,510 112,295 111,151 972,704 936,661 36,043 3.85%

Current and other liabilities 37,062 33,652 3,147 3,065 40,209 36,718 3,491 9.51% Long-term liabilities 658,273 647,669 13,698 12,189 671,971 659,858 12,113 1.84% Total liabilities 695,334 681,321 16,845 15,254 712,179 696,576 15,604 2.24% Deferred inflows of resources 1,737 4,329 4,761 4,924 6,498 9,253 (2,755) -29.77% Total Liability and deferred inflows of resources 697,072 685,650 21,606 20,178 718,677 705,829 12,849 1.82%

NET POSITION Net investment in capital assets 417,251 401,397 90,230 92,886 507,481 494,283 13,198 2.67% Restricted 24,153 21,296 - - 24,153 21,296 2,857 13.42% Unrestricted (278,066) (282,833) 458 (1,915) (277,608) (284,748) 7,140 -2.51% Total net position $163,338 $139,860 $ 90,688 $ 90,971 $254,026 $230,831 $ 23,195 10.05%

6 The largest portion of the City's net assets (199.8%) reflects its investment in capital assets (e.g., land, buildings, infrastructure, equipment, etc.) less any related debt used to acquire those assets that are still outstanding, excluding any unspent proceeds of the debt issued. The City uses these capital assets to provide services to citizens; therefore, these assets are not available for future spending. Although the City's investment in capital assets is reported net of related debt, it should be noted that the resources needed to repay debt must be provided from other sources, since capital assets themselves cannot be used to liquidate these liabilities.

An additional portion of the City's net assets (9.49%) represents resources that are subject to restrictions as to how they may be used. The remaining balance of unrestricted net assets may normally be used to meet the City's on-going obligations to citizens and creditors.

At the end of the current fiscal year unrestricted net assets has a deficit balance of $278.1 million for governmental activities. This deficit arose mainly because of the way the City is required to account for its other post-employment benefits (OPEB) and pension liabilities. The City has elected to fund its OPEB obligation on a pay as you go basis. In addition to paying annual claims as they arise, the City is required to record the expense related to the increase in the accrual of the net OPEB obligation as actuarially determined. The combined total OPEB expense (the combination of the expense for annual paid claims and the expense for the increase in the accrual) reduces the amount of unrestricted net position for the year. Additionally, the deficit can be attributed to the implementation of GASB Statement No. 68 requiring the Net Pension Liability be recorded on the Statement of Net Position. This substantial liability reduces the amount of unrestricted net position for the year.

The unrestricted net assets for business-type activities has a balance of $0.5 million which is a $2.4 million increase from the prior year. This increase is due primarily to adjustments to beginning net position related to accumulated depreciation in various funds totaling $0.8 million increase. Additionally, there was an increase in the beginning net position in the WAVE Transit of $1.0 million related to a change in the beginning net pension liability.

Comparative data is accumulated and presented to assist analysis. Please see the following page for a table which provides a summary of the City’s changes in net position.

7 CITY OF MOBILE, ALABAMA Changes in Net Position September 30, 2016 (amounts expressed in thousands)

Business-type Amount Governmental Activities Activities Total Change % Change 2016 2015 2016 2015 2016 2015 REVENUES Program revenues: Charges for services $ 56,570 $ 56,290 $12,633 $12,430 $ 69,203 $ 68,720 $ 483 0.70% Operating grants and contributions 9,030 6,159 3,309 3,502 12,339 9,661 2,678 27.72% Capital grants and contributions 3,519 19,279 1,157 488 4,676 19,768 (15,092) -76.35% General revenues: Taxes 230,138 226,943 11,961 11,541 242,099 238,484 3,615 1.52% Investment earnings 136 64 2 2 138 66 72 109.09% Other 9,633 6,901 - - 9,633 6,901 2,732 39.59% Total revenues 309,026 315,636 29,062 27,963 338,088 343,600 (5,512) -1.60%

EXPENSES Governmental activities: General government 71,077 71,599 - - 71,077 71,599 (522) -0.73% Culture and recreation 24,346 25,423 - - 24,346 25,423 (1,077) -4.24% Economic development 1,058 1,339 - - 1,058 1,339 (281) -20.99% Engineering, development & build 15,563 - - - 15,563 - 15,563 100.00% Finance 5,793 5,905 - - 5,793 5,905 (112) -1.90% Public safety 108,777 102,626 - - 108,777 102,626 6,151 5.99% Public works 32,183 39,454 - - 32,183 39,454 (7,271) -18.43% Interest on long-term debt 12,524 13,223 - - 12,524 13,223 (699) -5.29% Business-Type activities: Azalea City Golf Course - - 1,603 1,574 1,603 1,574 29 1.84% Civic Center - - 3,794 3,676 3,794 3,676 118 3.21% Convention Center - - 9,078 8,544 9,078 8,544 534 6.25% Cruise Terminal - - 1,093 1,028 1,093 1,028 65 6.32% Emergency Medical Services - - 5,796 5,393 5,796 5,393 403 7.47% Mobile Tennis Center - - 762 782 762 782 (20) -2.56% Neighborhood Renewal Program - - 11 14 11 14 (3) -21.43% Parking Garage - - 238 240 238 240 (2) -0.83% Saenger Theater - - 882 843 882 843 39 4.63% Wave Transit System - - 12,170 11,858 12,170 11,858 312 2.63% Total expenses 271,322 259,569 35,427 33,952 306,748 293,521 13,227 4.51% Change in net position before special items and transfers 37,705 56,067 (6,365) (5,989) 31,340 50,078 (18,738) -37.42% Transfers (5,285) (3,885) 5,285 3,885 - - - 0.00% Change in net position 32,419 52,182 (1,080) (2,104) 31,340 50,078 (18,738) -37.42% Net position - beginning 130,919 87,678 91,767 93,075 222,687 180,753 41,935 23.20% Net position - ending $163,338 $139,860 $90,687 $90,971 $254,027 $230,831 $ 23,197 10.05%

*Prior period adjustments were made in accordance with current generally accepted accounting principles. See Note 18 for further explanation.

Graphic presentations of selected data from the summary tables follow to assist in the analysis of the City’s activities for fiscal year 2016.

8 GOVERNMENTAL REVENUES 2016

3.12% 0.04% Charges for services 18.31%

Operating grants and contributions 2.92% Capital grants and contributions 1.14% Taxes

Investment earnings

Other 74.47%

GOVERNMENTAL REVENUES 2015

2.19% 0.02% 17.83%

Charges for services 1.95% Operating grants and contributions Capital grants and contributions 6.11% Taxes Investment earnings Other

71.90%

As graphically portrayed above, the City is heavily reliant on taxes to support governmental operations. Taxes provided 74.47% and 71.90% of the City's total governmental revenues in fiscal years 2016 and 2015, respectively.

9 GOVERNMENTAL FUNCTIONAL EXPENSES 2016

4.63% 11.89% 26.04% General Government Culture and Recreation Economic Development Engineering, development and build Finance

8.99% Public Safety 40.18% Public Works Interest on Long-Term Debt 0.39% 5.75% 2.14%

GOVERNMENTAL FUNCTIONAL EXPENSES 2015

5.09% 15.20%

27.58% General Government Culture and Recreation Economic Development Finance Public Safety

9.79% Public Works Interest on Long-Term Debt

39.54% 2.28% 0.52%

See the following page for discussion of these graphs.

10 Governmental activities

Governmental activities increased the City's net assets by $32.4 million. The key elements of this change are as follows:

Excess expenses over revenue for governmental activities amounted to $202.2 million dollars. This amount is exclusive of tax revenue, investment earnings and transfers which are considered general revenues. Investment earnings amounted to $135,751 which was an increase of $71,808 from the prior year. Tax revenues amounted to $230.1 million which was an increase of 1.41% over the prior year and was due primarily to stable economic conditions and collections enforcement. Other revenue amounted to $9.6 million. Transfers out of governmental activities totaled $5.3 million.

Governmental activity expenses increased $11.8 million from the prior year. Of the $271.3 million of governmental activity expenses, public safety was the largest operating cost, at 40.18% of total costs in 2016. For the government-wide full accrual statements, capital outlay expenses were eliminated and capital assets were reported.

Business-type activities

Business-type activities decreased the City's total net assets by $1.1 million. Business-type activities are shown comparing costs to revenues generated by related services. The parking garage and neighborhood renewal program business-type activities are self-supporting with user charges and other revenues designed to recover costs.

The cruise terminal, civic center, convention center, golf course, emergency medical services, tennis center, Saenger theater, and WAVE transit provided services with user charges that did not recover costs in the current year. The convention center receives a portion of the room and food tax by ordinance to help cover their expenses. The cruise terminal, civic center, golf course, emergency medical services, tennis center, Saenger theater, and WAVE transit activities required subsidization by the City.

11 BUSINESS-TYPE ACTIVITIES REVENUES VS. COSTS 2016

$14,000,000 $12,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 Expenses $- Program Revenues

BUSINESS-TYPE ACTIVITIES REVENUES VS. COSTS 2015

$12,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000

$2,000,000 Expenses $- Program Revenues

12 THE CITY'S FUNDS

Governmental Funds

The focus of the City's governmental funds is to provide information on short-term inflows, outflows, and balances of expendable resources. Such information is useful in comparing the City's resources at the end of the year with upcoming financing requirements. Governmental funds reported ending fund balance of $120.6 million, of which $29.8 million is unassigned. The nonspendable fund balance is $2.8 million and stems from inventory and prepaid expenses. Restricted fund balance is $15.2 million and comprises funds with constraints based on restrictions imposed by outside parties or constitutional provisions. Committed fund balance is $9.8 million and comprises funds with constraints imposed by formal action of the City Council. Finally assigned fund balance is $63.0 million and comprises funds constrained by the City's intent to be used for a specific purpose.

The total ending fund balances of governmental funds show a $7.7 million increase from the prior year. This increase is primarily due to a $26.3 million increase in the fund balance of the Capital Improvements Fund and decreases of $7.7 and $10.9 million dollars in the General Fund and non-major governmental funds respectively. This was primarily due to intentional transfers into the Capital Improvements Fund for the purposes of capital outlay and higher levels of tax revenues allocated to the fund through the annual budgetary process. City management made intentional efforts to increase capital improvements funding in the last few years.

Major Governmental Funds

The General Fund is the City's primary operating fund and the largest source of day-to-day service delivery. The fund balance in the General Fund decreased by approximately $7.7 million. See General Fund Budgetary Highlights and the preceding paragraph for more information.

The Capital Improvements Fund has a fund balance of $59.3 million which includes a net increase of $26.3 million. As stated above, the increase is primarily due to transfer into the fund from the General Fund and higher levels of tax revenues allocated to the fund through the annual budgetary process.

Proprietary Funds

The proprietary fund statements share the same focus as the government-wide statements, reporting both short-term and long-term information about financial status.

Enterprise Funds

The City's enterprise funds consist of the Alabama Cruise Terminal, the Mobile Civic Center, the Municipal Parking Garage, the Azalea City Golf Course, Firemedics, Mobile Convention Center, the Tennis Center, Neighborhood Renewal Program, Saenger Theater and WAVE Transit. The total net position of the Enterprise Funds decreased by $1.1 million during the current fiscal year. This decrease is due primarily to a $1.6 million net loss in the WAVE Transit System and a $1.8 million net increase in the Emergency Medical Services as well as net losses in the Civic Center, Cruise Terminal, Convention Center, and other non-major enterprise funds.

13 Internal Service Funds

Internal Service Funds are used to account for the financing of goods or services provided by one department to other departments of the City on a cost-reimbursement basis. The City's three internal service funds include the Motor Pool Fund, Insurance Fund and Employee Health Fund. The net assets of the funds increased by $17.6 million from the prior year, primarily due $19.5 million in transfers of governmental capital asset vehicle equipment transferred into the Motor Pool Fund for the purpose of centralizing administration of rolling-stock fleet.

GENERAL FUND BUDGETARY HIGHLIGHTS The excess of revenues over expenditures on a budgetary basis during the year was $29.5 million. The following are the main components of the excess: • Tax revenue was under expected budgeted amounts by $5.1 million. • Departmental expenditures were under budget by $10.1 million. This was due primarily to cost savings in departments and cost centers during the year. • Nondepartmental expenditures which include mandated activities, joint ventures, agencies, employee cost, and state and federal projects, etc. were under budget by $1.4 million. • Total revenues were approximately $5.1 million under budget while expenditures were $11.4 million under budget. This was due primarily to cost savings in departments and cost centers during the year. • See Required Supplementary Information for more information on the General Fund Budget.

CAPITAL ASSET AND DEBT ADMINISTRATION Capital Assets As of September 30, 2016, the City's net investment in capital assets for governmental and business-type activities was $417.3 million and $90.2 million, respectively. The increase was $13.2 million from 2015 for the City as a whole. See Note 7 for additional information about changes in capital assets during the fiscal year. CITY OF MOBILE, ALABAMA Comparative Statement of Capital Assets September 30, 2015 and 2016 (amounts expressed in thousands)

Amount Governmental Activities Business-type Activities Total Change % Change 2016 2015 2016 2015 2016 2015 Land $ 27,452 $ 27,261 $ 10,684 $ 10,685 $ 38,136 $ 37,946 $ 190 0.50% Construction-in-progress 39,502 18,504 150 305 39,652 18,809 20,843 110.81% Intangible assets 4,581 4,476 - - 4,581 4,476 105 2.35% Buildings 145,929 145,922 126,852 126,852 272,781 272,774 7 0.00% Improvements 115,845 114,857 17,953 17,663 133,798 132,520 1,278 0.96% Vehicular 63,323 64,497 12,767 13,537 76,090 78,034 (1,944) -2.49% Other equipment 45,556 41,589 7,110 6,346 52,666 47,935 4,731 9.87% Other assets 30 30 - - 30 30 - 0.00% Infrastructure 538,368 532,923 - - 538,368 532,923 5,445 1.02% 980,586 950,059 175,516 175,388 1,156,102 1,125,447 30,655 2.72%

Less: accumulated depreciation (313,910) (289,814) (85,286) (82,502) (399,196) (372,317) (26,879) 7.22% Capital assets, net $ 666,676 $ 660,245 $ 90,230 $ 92,886 $ 756,906 $ 753,130 $ 3,776 0.50%

14 Long-Term Debt

As of September 30, 2015, the City had $258.9 million of long-term debt outstanding, including bonds and warrants payable, notes payable, and obligations under capital leases. In the current fiscal year, the City retired principal on long-term debt (bonds, warrants, and notes) in the amount of $14.2 million and made payments of $0.7 million for capital lease obligations. Interest payments on long-term debt totaled $12.5 million. More information on long-term debt activity can be found in the Notes to the Financial Statements in Note 8 - Long Term Debt. The following table summarizes the City's long-term debt:

CITY OF MOBILE, ALABAMA Outstanding Long-Term Debt September 30, 2015 and 2016 (amounts expressed in thousands)

Governmental Business-type Amount Activities Activities Total Change % Change 2016 2015 2016 2015 2016 2015 Bonds/warrants, net $255,866 $270,283 $ - $ - $255,866 $270,283 $(14,417) -5.33% Notes payable 2,495 2,950 - - 2,495 2,950 (455) -15.42% Obligations under capital lease 493 1,473 - - 493 1,473 (980) -66.53% Total long-term debt 258,854 274,706 - - 258,854 274,706 (15,852) -5.77%

The City's general obligation bond warrants which are insured carry the highest ratings from Standard & Poor's Corporation (AAA) and Moody's Investor Services (Aaa). The uninsured ratings for the City are A+ (stable) from Standard and Poor's and Aa2 from Moody's. Under current State of Alabama statutes, the City's general obligation bonded debt issuances are subject to a legal limitation based on 20 percent of total assessed value of real and personal property. As of September 30, 2016, the City's permissible debt limit exceeded actual debt by approximately $346.1 million.

ECONOMIC FACTORS AND NEXT YEAR'S BUDGETS AND RATES

A temporary one-cent sales tax was implemented November 1, 2012 and will remain in effect until September 30, 2018.

In November, 2016, Carnival Cruise Lines returned to the Mobile cruise terminal for operation of Caribbean cruises. The 2,056 passenger Carnival Fantasy offers four-day cruises to Cozumel and five- day excursions to Cozumel and Costa Maya or Progresso.

In September, 2015 Airbus completed construction of a $600 million aircraft assembly plant in Mobile at the Brookley Aeroplex where it will employ approximately 1,000 full-time workers at full-capacity and was approximately four aircraft per month. The first plane was delivered in April, 2016.

Austal USA in Mobile has been commissioned by the US Navy to build ten ships under a joint high speed vessel contract. Congress recently approved a budget adding resources for an eleventh ship. Austal has also secured funding to build its seventh and eighth 127-meter littoral combat ships under a 10-ship, 3.5 billion contract. In connection with the JHSV and LCS contracts, Austal employs 4,400 workers in its Mobile shipyard.

15 CONTACTING THE CITY'S FINANCIAL MANAGEMENT

This financial report is designed to provide our citizens, taxpayers, customers, investors and creditors with a general overview of the City's finances and to show the City's accountability for the money it receives. If you have questions about this report or need any additional financial information, please contact the Executive Director of Finance's office at 205 Government Street, Suite 530, Mobile, Alabama. This report is also available online at www.cityofmobile.org.

Paul C. Wesch Executive Director of Finance

16 BASIC FINANCIAL STATEMENTS CITY OF MOBILE, ALABAMA Statement of Net Position September 30, 2016

Primary Government Governmental Business-type Activities Activities Total Component Units ASSETS Current assets: Cash, equity in pooled cash and investments $ 116,404,934 $ 13,615,429 $ 130,020,363 $ 3,620,944 Restricted cash - capital purchases 83,712 - 83,712 - Receivables (net) 29,717,885 3,790,661 33,508,546 320,528 Internal balances 370,626 (370,626) - - Inventories 2,781,282 433,436 3,214,718 33,854 Other current assets 10,000 344,645 354,645 - Total current assets 149,368,439 17,813,545 167,181,984 3,975,326 Noncurrent assets: Land 27,451,679 10,684,497 38,136,176 248,225 Construction-in-progress 39,502,578 150,037 39,652,615 - Intangible assets 4,580,735 - 4,580,735 - Buildings 145,928,672 126,851,808 272,780,480 - Improvements 115,845,133 17,952,542 133,797,675 - Vehicular 63,322,881 12,766,739 76,089,620 209,099 Other equipment 45,556,418 7,109,878 52,666,296 5,400,617 Other assets 29,540 - 29,540 - Infrastructure 538,368,031 - 538,368,031 - Accumulated depreciation (313,909,558) (85,285,795) (399,195,353) (4,789,451) Total noncurrent assets 666,676,109 90,229,706 756,905,815 1,068,490 Total assets 816,044,548 108,043,251 924,087,799 5,043,816 DEFERRED OUTFLOWS OF RESOURCES Deferred amount on refunding 2,582,715 - 2,582,715 - Deferred pension outflows 41,782,705 4,250,782 46,033,487 885,780 Total deferred outflows of resources 44,365,420 4,250,782 48,616,202 885,780 Total assets and deferred outflows of resources 860,409,968 112,294,033 972,704,001 5,929,596 LIABILITIES Current liabilities: Accounts payable and accrued liabilities 18,806,031 1,661,989 20,468,020 635,368 Unearned revenue 825,456 901,114 1,726,570 178,750 Pension employer contribution payable 17,430,096 583,649 18,013,745 - Total current liabilities 37,061,583 3,146,752 40,208,335 814,118 Noncurrent liabilities: Due within one year Bonds and warrants payable, current portion 15,899,854 - 15,899,854 - Notes payable, current portion 485,000 - 485,000 - Capital lease obligation, current portion 492,519 - 492,519 - Compensated absences, current portion 1,304,391 93,148 1,397,539 48,699 Insurance claims, current portion 5,178,034 - 5,178,034 - Landfill postclosure liability, current portion 49,873 - 49,873 - Due in more than one year Bonds and warrants payable, long-term portion 239,965,692 - 239,965,692 - Notes payable, long-term portion 2,010,000 - 2,010,000 - Compensated absences, long-term portion 11,746,791 378,777 12,125,568 522,323 Self-insured liability - legal, long-term portion 1,847,500 - 1,847,500 6,034,045 Insurance claims, long-term portion 12,019,602 - 12,019,602 - Landfill postclosure liability, long-term portion 621,801 - 621,801 - Net pension liability 165,586,782 13,226,345 178,813,127 5,313,220 Postemployment benefits 201,065,000 - 201,065,000 - Total noncurrent liabilities 658,272,839 13,698,270 671,971,109 11,918,287 Total liabilities 695,334,422 16,845,022 712,179,444 12,732,405 DEFERRED INFLOWS OF RESOURCES Deferred service concession arrangement receipts - 3,762,755 3,762,755 - Deferred pension inflows 1,737,172 998,462 2,735,634 562,556 Total deferred inflows of resources 1,737,172 4,761,217 6,498,389 562,556 Total liabilities and deferred inflows of resources 697,071,594 21,606,239 718,677,833 13,294,961 NET POSITION Net investment in capital assets 417,251,471 90,229,705 507,481,176 1,068,490 Restricted for: Capital projects 8,651,606 - 8,651,606 - Debt Service 131,469 - 131,469 - Economic development 9,737,870 - 9,737,870 - Grant programs 5,632,013 - 5,632,013 - Unrestricted (278,066,055) 458,089 (277,607,966) (8,433,855) Total net position $ 163,338,374 $ 90,687,794 $ 254,026,168 $ (7,365,365)

See Accompanying Notes to the Financial Statements 17 CITY OF MOBILE, ALABAMA Statement of Activities For the Year Ended September 30, 2016

Program Revenues Charges for Operating Grants and Capital Grants and Functions/Programs Expenses Services Contributions Contributions Primary government: Governmental activities: General government $ 71,077,484 $ 50,160,158 $ 5,510,555 $ - Culture and recreation 24,346,459 302,707 105,648 - Economic development 1,058,324 - - 1,699,318 Engineering, development & build 15,562,782 1,601,395 99,733 1,579,868 Finance 5,792,949 - - - Public safety 108,777,473 4,505,318 3,313,888 5,200 Public works 32,182,584 - - 234,612 Interest on long-term debt 12,523,734 - - - Total governmental activities 271,321,789 56,569,578 9,029,824 3,518,998 Business-type activities: Azalea City Golf Course 1,602,676 1,275,404 1,403 - Civic Center 3,794,184 2,367,738 - - Convention Center 9,078,055 2,588,337 - - Cruise Terminal 1,092,752 141,063 - - Emergency Medical Services 5,796,418 3,882,158 952,565 - Mobile Tennis Center 761,823 260,707 - - Neighborhood Renewal Program 11,467 100,278 - - Parking Garage 237,596 402,268 - - Saenger Theater 881,566 566,731 - - Wave Transit System 12,169,978 1,048,474 2,354,936 1,157,458 Total business-type activities 35,426,515 12,633,158 3,308,904 1,157,458 Total primary government $ 306,748,304 $ 69,202,736 $ 12,338,728 $ 4,676,456

Component units: Mobile Public Library $9,575,192 $626,314 $118,221 $1,880 Public Park and Recreation Board 1,158,716 1,084,825 - - Solid Waste Disposal Authority 1,999,960 - 2,351,074 - Total component units $ 12,733,868 $ 1,711,139 $ 2,469,295 $ 1,880 General revenues: Real and personal property tax Sales tax Gasoline tax Room tax Beer and liquor tax Rental and leasing tax Cigarette stamp tax Other tobacco tax Financial excise tax Other tax revenue Grants and contributions not restricted to specific programs Investment earnings Other Transfers Total general revenues, special items, and transfers Change in net position Net position - beginning Adjustments to beginning net position Net position - ending

See Accompanying Notes to the Financial Statements

18 Net (Expense) Revenue and Changes in Net Position Primary Government Governmental Business-type Activities Activities Total Component Units

$ (15,406,771) $ - $ (15,406,771) $ - (23,938,104) - (23,938,104) - 640,994 - 640,994 - (12,281,786) - (12,281,786) - (5,792,949) - (5,792,949) - (100,953,067) - (100,953,067) - (31,947,972) - (31,947,972) - (12,523,734) - (12,523,734) - (202,203,389) - (202,203,389) -

- (325,869) (325,869) - - (1,426,446) (1,426,446) - - (6,489,718) (6,489,718) - - (951,689) (951,689) - - (961,695) (961,695) - - (501,116) (501,116) - - 88,811 88,811 - - 164,672 164,672 - - (314,835) (314,835) - - (7,609,110) (7,609,110) - - (18,326,995) (18,326,995) - (202,203,389) (18,326,995) (220,530,384) -

$ - $ - $ - $ (8,828,777) - - - (73,891) - - - 351,114 - - - (8,551,554)

19,241,503 - 19,241,503 - 179,817,467 9,995,087 189,812,554 - 10,471,152 - 10,471,152 - 5,916,535 1,965,763 7,882,298 - 2,154,493 - 2,154,493 - 9,465,186 - 9,465,186 - 1,701,496 - 1,701,496 - 452,886 - 452,886 - 560,580 - 560,580 - 357,022 - 357,022 - - - - 8,743,046 135,751 1,954 137,705 75,062 9,633,119 340 9,633,459 - (5,284,854) 5,284,854 - - 234,622,336 17,247,998 251,870,334 8,818,108 32,418,947 (1,078,997) 31,339,950 266,554 139,860,337 90,971,072 230,831,409 (7,631,919) (8,940,910) 795,719 (8,145,191) - $ 163,338,374 $ 90,687,794 $ 254,026,168 $ (7,365,365)

See Accompanying Notes to the Financial Statements

19 GOVERNMENTAL FUNDS

Governmental funds are those through which most governmental functions of the City are financed.

General Fund Capital Improvements Fund CITY OF MOBILE, ALABAMA Balance Sheet Governmental Funds September 30, 2016

Capital Total Improvements Total Nonmajor Governmental General Fund Fund Funds Funds ASSETS Cash, equity in pooled cash and investments $ 27,447,354 $ 59,344,202 $ 25,449,499 $ 112,241,055 Restricted cash - capital purchases - - 83,712 83,712 Receivables (net) 21,245,944 4,113,244 3,449,430 28,808,618 Due from other funds 1,305,003 - - 1,305,003 Inventories 2,781,282 - - 2,781,282 Other assets 10,000 - - 10,000 Total assets $ 52,789,583 $ 63,457,446 $ 28,982,641 $ 145,229,670

LIABILITIES Accounts payable and accrued liabilities $ 14,977,526 $ 3,916,511 $ 1,288,701 $ 20,182,738 Unearned revenue 42,912 200,000 582,544 825,456 Due to other funds 351,433 - 582,944 934,377 Compensated absences - terminated employees 217,398 - - 217,398 Insurance claims payable 485,372 - - 485,372 Escrowed funds liability 2,023,615 - 4,166 2,027,781 Total liabilities 18,098,256 4,116,511 2,458,355 24,673,122

FUND BALANCES (DEFICITS) Nonspendable Inventory 2,781,282 - - 2,781,282 Prepaid items 10,000 - - 10,000 Restricted Capital Projects - - 6,762,073 6,762,073 Debt Service - - 131,469 131,469 Grants - - 5,632,013 5,632,013 Law Enforcement - - 168,455 168,455 Road and Bridge Construction - - 186,373 186,373 Road and Bridge Repair - - 2,356,683 2,356,683 Committed Flood Management - - 83,970 83,970 Tax Increment Program - - 9,709,410 9,709,410 Assigned Athletic Fund 64,832 - - 64,832 Capital Improvements Fund - 59,340,935 - 59,340,935 Designated and Donated Funds 1,117,574 - - 1,117,574 Economic Development - - 28,460 28,460 General Fund Encumbrances 964,058 - - 964,058 Municipal Court - - 1,465,380 1,465,380 Unassigned 29,753,581 - - 29,753,581 Total fund balances (deficits) $ 34,691,327 $ 59,340,935 $ 26,524,286 $ 120,556,548

Total liabilities and fund balances (deficits) $ 52,789,583 $ 63,457,446 $ 28,982,641 $ 145,229,670

See Accompanying Notes to the Financial Statements

20 CITY OF MOBILE, ALABAMA Reconciliation of Balance Sheet To the Statement of Net Position September 30, 2016

Fund balances of governmental funds $120,556,548

Amounts reported for governmental activities in the statement of net position are different because: Capital Assets used in governmental activities are not financial resources and therefore are not reported as assets in governmental funds.

Governmental capital assets 912,197,477 Less accumulated depreciation (271,059,520) 641,137,957 Long-term liabilities are not due and payable in the current period and, therefore, are not reported in the governmental funds. Bonds and warrants payable (255,865,546) Notes payable (2,495,000) Capital lease obligations (244,611) Deferred amount on refunding 2,582,715 (256,022,442) Other long-term items not reported in governmental funds: Accrued interest payable (1,439,319) Pension employer contribution payable (11,350,511) Compensated absences (12,833,783) Insurance claims payable (14,446,464) Landfill postclosure liability (671,674) Net pension liability (165,586,782) OPEB liability (201,065,000) Deferred pension inflows (1,737,172) Deferred pension outflows 41,782,705 Note Receivable 585,000 (366,763,000)

Internal service funds are used by management to charge the costs of certain activities to individual funds. The assets and liabilities of the internal service funds are reported with governmental activities. 24,429,311

$163,338,374 See Accompanying Notes to the Financial Statements

21 CITY OF MOBILE, ALABAMA Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Funds For the Year Ended September 30, 2016

Capital Improvements Total Nonmajor Total Governmental General Fund Fund Funds Funds REVENUES Taxes $ 177,030,713 $ 34,709,854 $ 18,397,752 $ 230,138,319 Licenses and permits 36,615,641 - 3,344,317 39,959,958 Intergovernmental 79,906 - - 79,906 Charges for services 6,744,432 - 130,692 6,875,124 Fines and forfeitures 1,900,795 - 1,201,928 3,102,723 State and federal assistance 118,537 - 12,320,695 12,439,232 Investment income 123,953 - 14,475 138,428 Other revenue 609,081 9,102,357 7,530 9,718,968 Total revenues 223,223,058 43,812,211 35,417,389 302,452,658

EXPENDITURES Current: General government 13,292,931 - 5,648,413 18,941,344 Culture and recreation 13,499,894 - - 13,499,894 Economic development 939,655 - - 939,655 Engineering, development & build 11,738,404 - 1,718,568 13,456,972 Finance 5,052,016 - - 5,052,016 Public safety 83,172,947 - 4,639,860 87,812,807 Public works 25,123,159 - 50,004 25,173,163 Non-departmental 41,086,215 - 2,597,298 43,683,513 Debt service: Administrative charges - 9,059 62,144 71,203 Interest 11,615 26,328 12,166,182 12,204,125 Principal retirement 75,000 739,405 14,120,733 14,935,138 Interest Reimbursement - - (248,425) (248,425) Capital outlay: Capital outlay - 39,281,241 5,327,258 44,608,499 Total expenditures 193,991,836 40,056,033 46,082,035 280,129,904 Excess (deficiency) of revenues over expenditures 29,231,222 3,756,178 (10,664,646) 22,322,754

OTHER FINANCING SOURCES (USES) Proceeds from disposal of assets 4,277 - 25,644 29,921 Capital-related debt issued - - 39,402,000 39,402,000 Payment to refunding bond escrow agent - - (39,260,592) (39,260,592) Bond issuance costs - - (141,408) (141,408) Transfers in 7,111,434 43,469,702 35,359,640 85,940,776 Transfers out (44,014,048) (20,934,803) (35,599,952) (100,548,803) Total other financing sources (uses) (36,898,337) 22,534,899 (214,668) (14,578,106)

Net change in fund balances (7,667,115) 26,291,077 (10,879,314) 7,744,648 Fund balances - beginning 42,358,442 33,049,858 37,403,600 112,811,900 Fund balances - ending $ 34,691,327 $ 59,340,935 $ 26,524,286 $ 120,556,548

See Accompanying Notes to the Financial Statements

22 CITY OF MOBILE, ALABAMA Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances to the Statement of Activities For the Year Ended September 30, 2016

Net change in fund balances - total governmental funds $7,744,648

Amounts reported for governmental activities in the statement of net position are different because: Governmental funds report the acquisition of capital assets as expenditures. However, in the statement of activities, the cost of those assets are capitalized and depreciated over their useful lives.

Expenditures for capital assets 37,023,233 Less depreciation expense (19,737,246) Contributions of capital assets are not reported as income in governmental funds 109,590 Capital assets transferred from business-type activities (19,480,426) Gain (loss) on disposal of capital assets (114,911) (2,199,760) Proceeds from debt obligations provide current financial resources to governmental funds, but issuing debt increases long-term liabilities in the statement of net position. Repayment of principal is an expenditure in the governmental funds, but the repayment reduces long-term liabilities in the statement of net position.

Principal payments - bonds & warrants payable 13,740,733 Principal payments - notes payable 455,000 Principal payments - capital lease obligations 739,405 Amortization of deferred amount on refunding (774,089) Amortization of current year bond premium 258,925 Amortization of current year bond discount (19,306) Capital-related debt issued (39,402,000) Payment to refunding bond escrow agent 39,260,592 14,259,260 Some expenses reported in the statement of activities do not require the use of current resources and, therefore, are not reported as expenditures in the governmental funds. Change in long-term compensated absences (298,724) Change in long-term insurance claims (716,310) Change in landfill post-closure liability 47,955 Change in accrued interest 188,935 Change in pension contribution payable (3,081,729) Change in net pension liability (15,729,563) Change in OPEB liability (9,627,000) Change in deferred pension inflows 2,591,433 Change in deferred pension outflows 21,741,833 Change in long-term notes receivable (75,000) (4,958,170) Internal service funds are used by management to charge the costs of certain activities to individual funds. The net revenue of the internal service funds is reported with governmental activities. 17,572,969

$32,418,947 See Accompanying Notes to the Financial Statements

23 PROPRIETARY FUNDS

Proprietary funds are used to account for the City's ongoing organizations and activities which are similar to those often found in the private sector.

Civic Center Convention Center WAVE Transit Parking Garage Cruise Terminal Emergency Medical Services CITY OF MOBILE, ALABAMA Statement of Net Position Proprietary Funds September 30, 2016

Business-type Activities

Wave Transit Civic Center Cruise Terminal System ASSETS Current assets: Cash, equity in pooled cash and investments $ 455,638 $ 300 $ 80,752 Receivables (net) 65,084 500 63,764 Due from other funds - - 351,433 Inventories 31,832 - 168,262 Other assets 1,983 - 328,067 Total current assets 554,537 800 992,278 Noncurrent assets: Non-depreciable capital assets 224,350 - 2,107,142 Depreciable capital assets, net 6,063,777 16,148,097 14,780,824 Total noncurrent assets 6,288,127 16,148,097 16,887,966 Total assets 6,842,664 16,148,897 17,880,244

DEFERRED OUTFLOWS OF RESOURCES Deferred pension outflows - - 1,425,066 Total deferred outflows of resources - - 1,425,066 Total assets and deferred outflows of resources 6,842,664 16,148,897 19,305,310

LIABILITIES Current liabilities: Accounts payable and accrued liabilities 353,342 21,356 367,301 Pension employer contributions payable - - 25,000 Unearned revenue 269,984 500 - Due to other funds - - 722,059 Compensated absences - terminated employees - - 93,148 Capital lease obligations - - - Insurance claims payable - - - Total current liabilities 623,326 21,856 1,207,508 Noncurrent liabilities: Compensated absences - terminated employees - - 378,777 Self-insured legal liability - - - Net pension liability - - 3,938,614 Total noncurrent liabilities - - 4,317,391 Total liabilities 623,326 21,856 5,524,899

DEFERRED INFLOWS OF RESOURCES Deferred service concession arrangement receipts - - - Deferred pension inflows - - 988,137 Total deferred inflows of resources - - 988,137 Total liabilities and deferred inflows of resources 623,326 21,856 6,513,036

NET POSITION Net investment in capital assets 6,288,127 16,148,097 16,887,966 Unrestricted (68,789) (21,056) (4,095,692) Total net position $ 6,219,338 $ 16,127,041 $ 12,792,274

See Accompanying Notes to the Financial Statements

24 Governmental Business-type Activities Activities

Convention Emergency Total Nonmajor Total Enterprise Internal Service Center Parking Garage Medical Services Funds Funds Funds

$ 9,784,044 $ 1,527,668 $ 296,814 $ 1,470,213 $ 13,615,429 $ 4,163,879 1,252,937 235,000 2,161,732 11,644 3,790,661 324,267 - - - - 351,433 - 62,208 - - 171,134 433,436 - 12,982 - - 1,613 344,645 - 11,112,171 1,762,668 2,458,546 1,654,604 18,535,604 4,488,146

5,149,612 1,895,790 - 1,457,640 10,834,534 - 34,657,963 3,209,496 83,243 4,451,771 79,395,171 25,538,150 39,807,575 5,105,286 83,243 5,909,411 90,229,705 25,538,150 50,919,746 6,867,954 2,541,789 7,564,015 108,765,309 30,026,296

- - 2,825,716 - 4,250,782 - - - 2,825,716 - 4,250,782 - 50,919,746 6,867,954 5,367,505 7,564,015 113,016,091 30,026,296

369,125 - 869,469 240,045 2,220,638 1,235,777 - - - - 25,000 - 105,258 - 165 525,207 901,114 - - - - - 722,059 - - - - - 93,148 ------247,908 - - - - - 2,265,800 474,383 - 869,634 765,252 3,961,959 3,749,485

- - - - 378,777 ------1,847,500 - - 9,287,731 - 13,226,345 - - - 9,287,731 - 13,605,122 1,847,500 474,383 - 10,157,365 765,252 17,567,081 5,596,985

- 3,762,755 - - 3,762,755 - - - 10,325 - 998,462 - - 3,762,755 10,325 - 4,761,217 - 474,383 3,762,755 10,167,690 765,252 22,328,298 5,596,985

39,807,575 5,105,286 83,243 5,909,411 90,229,705 25,290,243 10,637,788 (2,000,087) (4,883,428) 889,352 458,088 (860,932) $ 50,445,363 $ 3,105,199 $ (4,800,185) $ 6,798,763 $ 90,687,793 $ 24,429,311

See Accompanying Notes to the Financial Statements

25 CITY OF MOBILE, ALABAMA Statement of Revenues, Expenses, and Changes in Net Position Proprietary Funds For the Year Ended September 30, 2016

Business-type Activities Wave Transit Civic Center Cruise Terminal System OPERATING REVENUES Charges for services $ 922,922 $ 44,122 $ 879,813 Facility rent 473,341 88,194 - Sales revenue - - - Parking fees 330,645 3,234 - Concessions 346,612 - - Retiree drug subsidy - - - Other revenue 294,218 5,513 168,661 Total operating revenues 2,367,738 141,063 1,048,474

OPERATING EXPENSES Personnel services 2,096,956 195,121 7,290,492 Commodities 108,445 8,124 1,693,684 Utilities 654,302 177,809 161,424 Professional and technical 301,668 116,488 370,449 Maintenance and repairs 15,808 76,901 - Printing and reproduction 3,021 1,667 - Insurance payments 96,975 78,182 721,818 Event expenses 46,442 - - Cost of goods sold - - - Increase (decrease) in provision for self-insurance loss - - - Other charges 97,714 31,599 395,801 Depreciation 372,853 406,861 1,536,310 Capital outlay - - - Total operating expenses 3,794,184 1,092,752 12,169,978 Operating income (loss) (1,426,446) (951,689) (11,121,504)

NONOPERATING REVENUES (EXPENSES) Taxes - - - State and federal assistance - - 2,354,936 Investment income - - - Interest and fee payments - - - Damaged vehicles reimbursement - - - Gain (loss) from disposal of assets - - 11,219 Total nonoperating revenues (expenses) - - 2,366,155 Income (loss) before contributions and transfers (1,426,446) (951,689) (8,755,349) Capital grants and contributions - - 1,157,458 Transfers in 1,121,554 605,598 9,338,469 Transfers out - (50,472) (3,315,161) Transfer of capital assets - - - Change in net position (304,892) (396,563) (1,574,583) Total net position - beginning 6,157,693 16,523,604 13,332,710 Adjustments to beginning net position 366,537 1,034,147 Total net position - ending $ 6,219,338 $ 16,127,041 $ 12,792,274

See Accompanying Notes to the Financial Statements

26 Governmental Business-type Activities Activities Emergency Total Nonmajor Total Enterprise Internal Service Convention Center Parking Garage Medical Services Funds Funds Funds

$ 929,160 $ - $ 3,882,188 $ 1,615,786 $ 8,273,991 $ 26,134,446 580,771 402,268 - 191,009 1,735,583 - - - - 246,187 246,187 - 117,900 - - - 451,779 - 898,900 - - 83,649 1,329,161 ------194,411 61,606 - (30) 66,489 596,457 - 2,588,337 402,268 3,882,158 2,203,120 12,633,158 26,328,857

2,751,406 - 4,412,136 1,659,904 18,406,015 129,436 1,028 - 866,943 294,106 2,972,330 2,770,959 469,260 - 44,785 301,607 1,809,187 37,828 3,224,334 1,725 168,037 257,850 4,440,551 1,863,885 156,571 - 104,798 20,592 374,670 9,751 496 - 7,486 2,819 15,489 4,710 331,738 - - 80,736 1,309,449 27,189,686 93,042 - - - 139,484 - - - - 124,287 124,287 ------(186,000) 607,910 34,227 189,522 159,318 1,516,091 1,612,009 1,307,923 201,644 2,711 317,755 4,146,057 3,968,328 134,347 - - 16,593 150,940 - 9,078,055 237,596 5,796,418 3,235,567 35,404,550 37,400,592 (6,489,718) 164,672 (1,914,260) (1,032,447) (22,771,392) (11,071,735)

11,960,850 - - - 11,960,850 - - - 952,565 1,403 3,308,904 - - 1,955 - - 1,955 ------(9,889) - - - - - 73,392 - - - (25,169) (13,950) (238,429) 11,960,850 1,955 952,565 (23,766) 15,257,759 (174,926) 5,471,132 166,627 (961,695) (1,056,213) (7,513,633) (11,246,661) - - - - 1,157,458 19,496,458 367,000 - 2,763,593 997,851 15,194,065 9,323,172 (6,543,580) - - - (9,909,213) - - - - (7,677) (7,677) - (705,448) 166,627 1,801,898 (66,039) (1,079,000) 17,572,969 51,442,847 3,224,234 (6,602,083) 6,892,069 90,971,074 6,872,066 (292,036) (285,662) (27,267) 795,719 (15,724) $ 50,445,363 $ 3,105,199 $ (4,800,185) $ 6,798,763 $ 90,687,793 $ 24,429,311

See Accompanying Notes to the Financial Statements

27 CITY OF MOBILE, ALABAMA Statement of Cash Flows Proprietary Funds For the Year Ended September 30, 2016

Business-type Activities - Enterprise Funds

Civic Center Cruise Terminal Wave Transit System CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers and users $ 920,922 $ 689 $ 1,222,578 Cash received from sales revenue - - - Cash received from internal billings - - - Cash received from employee contributions - - - Cash received from facility rent 508,936 131,627 - Cash received from parking fees 330,645 3,234 - Cash received from concessions 346,612 - - Cash received from miscellaneous 359,789 5,513 - Cash payments for operating expenses (1,232,509) (525,118) (3,369,561) Cash payments for insurance claims - - - Cash payments for internal services (24,555) - - Cash payments to employees for services (2,096,956) (170,771) (6,758,485) Net cash provided (used) by operating activities (887,116) (554,826) (8,905,468)

CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Taxes - - - Non-capital grants and contributions - - 3,381,091 Transfers in from other funds 1,121,554 605,598 9,349,433 Transfers out to other funds - (50,472) (3,885,227) Retiree drug subsidy - - - Net cash provided (used) by noncapital financing activities 1,121,554 555,126 8,845,297

CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Interest payments - - - Acquisition of capital assets - - (1,446,823) Proceeds from sale of capital assets - - 30,670 Reimbursement for damaged vehicles - - - Payments on capital leases - - - Capital grants and contributions - - 1,358,428 Net cash provided (used) by capital and related financing activities - - (57,725)

CASH FLOWS FROM INVESTING ACTIVITIES Investment income received - - - Net cash provided (used) by investing activities - - - Net increase (decrease) in cash and cash equivalents 234,438 300 (117,896) Balances - beginning of year 221,200 - 198,648 Balances - end of the year $ 455,638 $ 300 $ 80,752

Reconciliation of operating income (loss) to net cash provided (used) by operating activities: Operating Income $ (1,426,446) $ (951,689) $ (11,121,504) Adjustments to reconcile operating income (loss) to net cash provided (used) by operating activities: Depreciation 372,853 406,861 1,536,310 Non-cash items included in operating income - - 609,111 Non-capital financing cash flow included in operating income - - - Changes in assets and liabilities: Accounts Payable - Supplier 75,661 (34,348) (43,082) Accounts Receivable 35,595 (500) 174,104 Self-insurance liability - - - Bad Debt - - - Compensated absences - - 25,343 Inventory and prepaid expenses (10,350) - 16,697 Salaries & Benefits Payable - 24,350 (102,447) Advance collections 65,571 500 - Net cash provided (used) by operating activities $ (887,116) $ (554,826) $ (8,905,468)

See Accompanying Notes to the Financial Statements

28 Governmental Business-type Activities - Enterprise Funds Activities Emergency Medical Total Nonmajor Convention Center Parking Garage Services Enterprise Funds Total Enterprise Funds Internal Service Funds

$ 850,860 $ - $ 3,229,215 $ 1,716,063 $ 7,940,327 $ 1,122,455 - - - 142,409 142,409 ------19,504,061 - - - - - 5,507,414 247,373 300,227 - 195,459 1,383,622 - 117,900 - - - 451,779 - 898,900 - - 83,649 1,329,161 - 139,906 - - 394,284 899,492 - (4,977,134) (35,952) (1,254,316) (1,382,253) (12,776,843) (5,050,956) - - - - - (27,077,633) (20,225) - (431,226) (102,492) (578,498) - (2,835,500) - (4,911,220) (1,569,853) (18,342,785) (128,220) (5,577,920) 264,275 (3,367,547) (522,734) (19,551,336) (6,122,879)

11,916,102 - - - 11,916,102 - - - 952,565 1,403 4,335,059 - 367,000 - 2,763,593 997,851 15,205,029 9,323,172 (6,543,580) - - - (10,479,279) ------194,411 5,739,522 - 3,716,158 999,254 20,976,911 9,517,583

- - - - - (9,889) (134,347) - (51,797) (136,994) (1,769,961) (2,896,109) - - - (10,881) 19,789 613,682 - - - - - 73,392 - - - - - (241,359) - - - - 1,358,428 - (134,347) - (51,797) (147,875) (391,744) (2,460,283)

- 1,955 - - 1,955 - - 1,955 - - 1,955 - 27,255 266,230 296,814 328,645 1,035,786 934,421 9,756,789 1,261,438 - 1,141,568 12,579,643 3,229,458 $ 9,784,044 $ 1,527,668 $ 296,814 $ 1,470,213 $ 13,615,429 $ 4,163,879

$ (6,489,718) $ 164,672 $ (1,914,260) $ (1,032,447) $ (22,771,392) $ (11,071,735)

1,307,923 201,644 2,711 317,755 4,146,057 3,968,328 - - (815,771) - (206,660) ------(194,411)

(50,517) - (18,938) (88,444) (159,668) 1,000,279 (264,995) - (653,273) 950 (708,119) (316,330) - - - - - 404,450 - - - - - 85,324 - - - - 25,343 - (12,210) - - (42,063) (47,926) - - - 31,819 (3,306) (49,584) 1,216 (68,403) (102,041) 165 324,820 220,612 - $ (5,577,920) $ 264,275 $ (3,367,547) $ (522,735) $ (19,551,337) $ (6,122,879)

See Accompanying Notes to the Financial Statements

29 COMPONENT UNITS

Mobile Public Library The Public Park and Recreation Board Solid Waste Disposal Authority CITY OF MOBILE, ALABAMA Statement Net Position Combining Component Units September 30, 2016

Solid Waste Disposal Mobile Public Public Park and Authority Library Recreation Board Total ASSETS Current assets: Cash, equity in pooled cash and investments $ - $ 3,157,740 $ 463,204 $ 3,620,944 Receivables (net) - 68,611 251,917 320,528 Inventories - - 33,854 33,854 Total current assets - 3,226,351 748,975 3,975,326 Noncurrent assets: Land 248,225 - - 248,225 Vehicular - 209,099 - 209,099 Other equipment - 3,691,114 1,709,503 5,400,617 Accumulated depreciation - (3,302,030) (1,487,421) (4,789,451) Total noncurrent assets 248,225 598,183 222,082 1,068,490 Total assets 248,225 3,824,534 971,057 5,043,816

DEFERRED OUTFLOWS OF RESOURCES Deferred pension outflows - 876,887 8,893 885,780 Total deferred outflows of resources - 876,887 8,893 885,780

Total assets and deferred outflows of resources 248,225 4,701,421 979,950 5,929,596

LIABILITIES Current liabilities: Accounts payable and accrued liabilities 157,256 437,410 40,702 635,368 Unearned revenue - - 178,750 178,750 Compensated absences, current portion - 48,699 - 48,699 Total current liabilities 157,256 486,109 219,452 862,817 Noncurrent liabilities: Compensated absences, long-term portion - 522,323 - 522,323 Self-insured liability - legal, long-term portion 6,034,045 - - 6,034,045 Net pension liability - 5,280,421 32,799 5,313,220 Total noncurrent liabilities 6,034,045 5,802,744 32,799 11,869,588 Total liabilities 6,191,301 6,288,853 252,251 12,732,405

DEFERRED INFLOWS OF RESOURCES Deferred pension inflows - 547,393 15,163 562,556 Total deferred inflows of resources - 547,393 15,163 562,556

Total liabilities and deferred inflows of resources 6,191,301 6,836,246 267,414 13,294,961

NET POSITION Net investment in capital assets 248,225 598,183 222,082 1,068,490 Restricted for: Unrestricted (6,191,301) (2,733,008) 490,454 (8,433,855) Total net position $ (5,943,076) $ (2,134,825) $ 712,536 $ (7,365,365)

See Accompanying Notes to the Financial Statements

30 CITY OF MOBILE, ALABAMA Statement of Activities Combining Component Units For the Year Ended September 30, 2016

Program Revenues

Charges for Operating Grants Capital Grants and Functions/Programs Expenses Services and Contributions Contributions Mobile Public Library Culture and recreation $ 9,575,192 $ 626,314 $ 118,221 $ 1,880 Total Mobile Public Library 9,575,192 626,314 118,221 1,880 Public Park and Recreation Board Culture and recreation 1,158,716 1,084,825 - -

Total Public Park and Recreation Board 1,158,716 1,084,825 - - Solid Waste Disposal Authority Public works 1,999,960 - 2,351,074 - Total Solid Waste Disposal Authority 1,999,960 - 2,351,074 - Total component units: $ 12,733,868 $ 1,711,139 $ 2,469,295 $ 1,880

General revenues: Grants and contributions not restricted to specific programs Investment earnings Payments from City of Mobile Payments from Mobile County Payments from City of Saraland Total general revenues and transfers Change in net position Net position - beginning Net position - ending

See Accompanying Notes to the Financial Statements

31 Net (Expense) Revenue and Changes in Net Position

Solid Waste Mobile Public Public Park and Disposal Authority Library Recreation Board Total

$ - $ (8,828,777) $ - $ (8,828,777) - (8,828,777) - (8,828,777)

- - (73,891) (73,891)

351,114 - - 351,114 351,114 - - 351,114 351,114 (8,828,777) (73,891) (8,551,554)

- 290,249 - 290,249 - 75,062 - 75,062 - 6,831,022 200,000 7,031,022 - 1,238,342 - 1,238,342 - 183,433 - 183,433 - 8,618,108 200,000 8,818,108 351,114 (210,669) 126,109 266,554 (6,294,190) (1,924,156) 586,427 (7,631,919) $ (5,943,076) $ (2,134,825) $ 712,536 $ (7,365,365)

See Accompanying Notes to the Financial Statements

32 NOTES TO THE FINANCIAL STATEMENTS CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The more significant of the government's accounting policies are described below.

Basis of Presentation - Government-wide and Fund Accounting

The basic financial statements include both government-wide (based on the City as a whole) and fund financial statements. The focus is on either the City as a whole or major individual funds. Both the government-wide and fund financial statements categorize primary activities as either governmental or business-type. In the government-wide Statement of Net Position, both the governmental and business- type activities columns (a) are presented on a consolidated basis by column, and (b) are reflected, on a full accrual, economic resource basis, which incorporates long-term assets and receivables, long-term debt and obligations, and deferred inflows and deferred outflows of resources. The City generally first uses restricted assets for expenses incurred for which both restricted and unrestricted assets are available. The City may defer the use of restricted assets based on a review of the specific transaction.

The government-wide Statement of Activities reflects both the gross and net cost per functional category (public works, public safety, etc.) which are otherwise being supported by general government revenues (taxes, licenses and permits, etc.). The Statement of Activities reduces gross expenses, including depreciation, by related program revenues (charges for services, operating and capital grants, and contributions). The program revenues must be directly associated with a function or a business-type activity. Direct expenses are those that are clearly identifiable with a specific function or segment. Direct expenses are not eliminated from the various functional categories. The City does not allocate indirect expenses. Eliminations have been made to minimize the double-counting of internal activities. Interfund services provided and used are not eliminated in the process of consolidation. The operating grants include operating-specific and discretionary (either operating or capital) grants while the capital grants column reflects capital-specific grants.

The governmental funds financial statements are presented on a current financial resource and modified accrual basis of accounting. This is the manner in which these funds are normally budgeted. Since the governmental fund statements are presented on a different measurement focus and basis of accounting than the government-wide statements' governmental column, a reconciliation is presented which briefly explains the adjustments necessary to reconcile the governmental fund statements to the government- wide statements' governmental column.

The focus of this reporting model is on the City as a whole and the fund financial statements, including the major individual funds of the governmental and business-type categories, as well as the component units. Each presentation provides valuable information that can be analyzed and compared (between years and between governments) to enhance the usefulness of the information.

In the fund financial statements, the City's accounting records are organized and operated on a fund basis. A fund is a fiscal and accounting entity with a self-balancing set of accounts recording cash and other financial resources, together with all related liabilities and residual equities or balances, and changes therein, which are segregated for the purpose of carrying on the specific activities or attaining certain objectives, in accordance with special regulations, restrictions or limitations.

33 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

The types of funds used in accounting for the financial operations of the City and their nature and purpose are as follows:

Governmental Funds - Governmental funds are those through which most governmental functions of the City are financed. The acquisition, use and balances of the City's expendable financial resources and the related liabilities (except those accounted for in proprietary funds) are accounted for through governmental funds. The measurement focus is based upon determination of changes in financial position, rather than upon net income determination. The following are the City's governmental funds:

General Fund - The General Fund is the general operating fund of the City and is considered a major governmental fund. All general tax revenue and other receipts that are not allocated by law or contractual agreement to another fund are accounted for in this fund. The general operating expenditures, fixed charges and capital improvement costs that are not paid through other funds, are paid from the General Fund.

Capital Projects Funds - These funds are used to account for financial resources for the acquisition or construction of major capital facilities (other than those financed by proprietary fund types). Capital Projects Funds used by the City are as follows:

• Capital Improvements - This fund is considered a major governmental fund and is used to provide for necessary capital improvements and is financed by a portion of the sales tax.

• Strategic Plan - This fund is used to provide for several special projects. The majority of this fund is financed by a portion of the gasoline tax and sales tax.

• Municipal Government Capital Improvements - This fund is used for several projects including the Mobile Regional Senior Community Center and various building maintenance projects.

• Flood Management - This fund is used to hold funds collected from developers to help defray the cost of future drainage in an area. This fund was established by ordinance passed by the City Council.

• 1995 Capital Projects - This fund is used to provide for several projects: the closure of Bates Field Landfill, the upgrading of Azalea City Golf Course facilities, engineering for Magnolia Grove Road, a tennis court parking lot, purchase of the Touchdown building and improvements to Airport Boulevard and the garage work area. This fund was financed by the 1995 General Obligation Capital Improvement Warrants.

• 1996 General Obligation Capital Projects - This fund is used to provide for several projects; the renovation of Ladd Memorial Stadium, several drainage projects, street improvements, and water quality studies. This fund was financed by the 1996 General Obligation Capital Improvement Warrants.

34 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

• 1998 General Obligation Capital Projects - This fund is used to provide for several projects including modular buildings at Strickland Youth Center and the construction and installation of certain improvements to the City's storm water drainage system.

• 1998 General Obligation Refunding and Capital Projects - This fund is used to provide for certain capital improvement projects, including addition to Public Library, Fine Arts Museum, GM&O Terminal renovations, Public Safety buildings, and City/County Misdemeanor facility.

• 2000 Capital Projects - This fund is used to provide for improvements to the City's parks and recreational facilities and for storm water drainage and sewer improvements.

• 2002 Limited Obligation Tax Increment Capital Projects -This fund is used to acquire certain land and finance, construct and install certain public improvements located within the Tax Increment District.

• 2006 General Obligation Refunding and Capital Projects - This fund is used to provide for certain capital improvement projects of the City. This fund was financed by the 2006 General Obligation Refunding and Capital Warrants.

• 2008 General Capital Improvements Projects - This fund is used to provide for certain capital improvement projects of the City.

• 2008B General Obligation Capital Improvement Projects - This fund is used for certain capital improvement projects of the City.

• 2009B General Obligation Capital Project - BAB 2009 Taxable Warrants - This fund, the General Obligation Build America Warrants Series 2009B (Taxable) is used to provide for the GulfQuest Maritime Museum, a future parking garage, and a fire station.

• 2009C General Obligation Capital Project - ARRA 2009 Taxable Warrants - This fund, the General Obligation Recovery Zone Economic Development Warrants Series 2009C (Taxable) is used to provide for the GulfQuest Maritime Museum, a future parking garage, and a fire station.

• Small Issue General Obligation Warrants (2010) - This fund is used to purchase pumper trucks for the City's fire department.

• 2011 General Obligation Private Placement Capital Improvements - This fund is used to refund the 2001 General Obligation Refunding Warrants and to finance a portion of the costs of the completion of construction and installation of a maritime museum to be located at Mobile Landing.

• 2012 General Obligation Private Placement Capital Improvements - This fund is used to purchase police, fire and public service equipment.

35 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

• 2016 General Obligation Refunding Warrants - This fund is used to refund the 2006 General Obligation Refunding and Improvement Warrants.

Debt Service Funds - These funds are non-major governmental funds used to account for assets held for the repayment of principal and interest on the City's outstanding bond issues. Debt service funds used by the City are as follows:

• Bank Service Charges - Various Issues - This fund is used to pay agent and trustee fees for defeased debt.

• 2002 Limited Obligation Tax Increment Warrants - This fund is used to service the remaining debt outstanding on the 2002 Limited Obligation Tax Increment Warrants.

• 2006 General Obligation Refunding and Improvement Warrants - This fund is used to service the remaining debt outstanding on the 2006 General Obligation Refunding and Improvement Warrants.

• 2006 General Obligation Private Placement Warrants - This fund is used to service the remaining debt outstanding on the 2006 General Obligation Private Placement Warrants.

• 2008 General Obligation Capital Improvement Warrants - This fund is used to service the debt outstanding on the 2008 General Obligation Capital Improvement Warrants.

• 2008B & C General Obligation Refunding and Capital Improvement Warrants - This fund is used to service the debt outstanding on both 2008B and 2008C General Obligation Refunding and Capital Improvement Warrants.

• 2009A General Obligation Refunding Warrants - This fund is used to service the debt outstanding on the 2009A General Obligation Refunding Warrants.

• 2009B General Obligation BAB Capital Taxable Warrants - This fund is used to service the debt outstanding on the General Obligation Build America Warrants Series 2009B (Taxable).

• 2009C General Obligation ARRA Capital Taxable Warrants - This fund is used to service the debt outstanding on the General Obligation Recovery Zone Economic Development Warrants Series 2009C (Taxable).

• 2010 Small Issue General Obligation Warrants - This fund is used to service the remaining debt outstanding on the General Obligation Taxable Build America Warrant, Series 2010.

• 2011 General Obligation Private Placement Warrants - This fund is used to service the debt outstanding on the General Obligation Private Placement Warrants, Series 2011.

• 2012 General Obligation Private Placement Warrants - This fund is used to service the debt outstanding on the General Obligation Private Placement Warrants, Series 2012.

36 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

• 2016 General Obligation Refunding Warrants - This fund is used to service the debt outstanding on the General Obligation Refunding Warrants, Series 2016.

Special Revenue Funds - The Special Revenue Funds are used to account for the proceeds of specific revenue sources (other than for major capital projects) requiring separate accounting because of legal or regulatory provisions or administrative action. The Special Revenue Funds are considered non-major governmental funds. Special Revenue Funds used by the City are as follows:

• Tax Increment - This fund is used to account for revenues generated by tax collections under the Tax Increment Financing Plan and used to pay for redevelopment projects in the downtown area.

• Four-cent Gasoline Tax - This fund accounts for tax revenues to be used to pay for street resurfacing.

• Five-cent Gasoline Tax - This fund accounts for tax revenues to be used to pay the cost of construction, improvement, maintenance and supervision of highways, bridges and streets, including the retirement of bonds for the payment of which such revenues have been or may hereafter be pledged.

• Seven-cent Gasoline Tax - This fund accounts for tax revenues to be used to pay the cost of electricity for street lights and the cost of operating the concrete and storm sewer maintenance, street sweeping, street repair, ditch cleaning, pipe-laying and heavy equipment departments.

• Fuel Inspection Fees - This fund accounts for a special inspection fee levied by the State of Alabama to be used for street improvements and City planning purposes.

• Economic Development Escrow - This fund is used to account for activities funded by recaptured funds from refinanced second mortgages for economic development planning.

• Drug Enforcement Fund - This fund is used to account for federal, state, and local equitable sharing funds which are required to be segregated and used for a law enforcement purpose.

• Court Referral Officers Program Fund - This fund is used to account for activities funded by state grants and user fees related to the Court Referral Officers Program.

• Municipal Court Judicial Administration Fund - This fund is used to account for activities funded by dedicated revenues established by State statute which are required to be used for the judicial administration of the Municipal Court.

• General Activities Grants - This fund is used to account for activities funded by federal, state, local, and private grants received which are not related to public safety or received from the U.S. Department of Housing and Urban Development.

37 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

• Public Safety Grants - This fund is used to account for public safety related activities funded by federal, state, local, and private grants.

• Housing and Urban Development Grants - This fund is used to account for activities funded by grants from the U.S. Department of Housing and Urban Development.

Proprietary Funds - Proprietary funds are used to account for the City's ongoing organizations and activities which are similar to those often found in the private sector. The measurement focus is based upon determination of net income. Revenues are recognized in the period in which they are earned and expenses are recognized in the period incurred. Operating revenues for proprietary operations generally result from producing or providing goods and services. Operating expenses for these operations include all costs related to providing the service or product. All other revenue and expenses not meeting these definitions are reported as nonoperating revenues and expenses. The City's proprietary funds are as follows:

Enterprise Funds - The City has the following enterprise funds to account for activities whose operations are financed and operated in a manner similar to private business operations where the intent of the City is that the costs of providing goods or services to the general public on a continuing basis is financed or recovered primarily through user charges. The City has determined that periodic determination of revenues earned, expenses incurred and net income is appropriate for capital maintenance, public policy, management control and accountability.

• Mobile Civic Center - This major enterprise fund is used to account for the operations of the Mobile Civic Center which include activities such as sporting events, social events, musical performances, and theatrical performances.

• Alabama Cruise Terminal - This major enterprise fund is used to account for the operations of the Alabama Cruise Terminal, a cruise ship homeport, which includes an arrival and departure terminal facility and secured parking facilities.

• WAVE Transit - This major enterprise fund is used to account for the operations of the City's public transportation system which derives the majority of its income from passenger fare revenues and various government subsidies.

• Mobile Convention Center - This major enterprise fund is used to account for the operations of the Mobile Convention Center which includes activities such as business conventions and social events.

• Municipal Parking Garage - This major enterprise fund is used to account for the operations of the Municipal Parking Garage which is rented to the general public on a daily basis.

• Emergency Medical Services (Firemedics) - This major enterprise fund is used to account for the operations of the firemedics division which provides ambulance services to the general public.

38 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

• Saenger Theater - This fund is used to account for the operations of the Saenger Theater which include activities such as social events, musical performances, and theatrical performances.

• Tennis Center - This fund is used to account for the operations of the Tennis Center which derives the majority of its income from tennis court rentals.

• Azalea City Golf Course - This fund is used to account for the operations of the Azalea City Golf Course which derives revenues from course and cart rental.

• Neighborhood Renewal Program - This fund is used to account for the operations of the Neighborhood Renewal Program which derives the majority of its income from the sale of real property inventory.

Internal Service Funds - These funds are used to account for the financing of goods or services provided to other departments or agencies of the City, or to other governments, on a cost reimbursement basis. The internal service funds are included in governmental activities for government-wide reporting purposes. The excess revenue or expenses for the funds are allocated to the appropriate functional activity (governmental activities). Excess amounts have not been allocated to any business-type activity since these amounts would be insignificant. The City's internal service funds are as follows:

• Motor Pool - This fund is used to account for vehicles and equipment provided and maintained by the Motor Pool for other departments of the City.

• Employee Health Fund - This fund is used to account for assets held in trust by the City for the payment of health insurance claims.

• Liability Insurance Fund - This fund is used to account for automobile and general liability claims and expenses paid for other departments of the City.

Basis of Accounting - Basis of accounting refers to when revenues and expenditures or expenses are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing of the measurements made, regardless of the measurement focus applied.

Estimates - The preparation of financial statements in conformity with GAAP requires the use of certain estimates by management.

Government-wide Financial Statements

In the government-wide Statement of Net Position and Statement of Activities, both governmental and business-type activities are presented using the accrual basis of accounting. Under the accrual basis of accounting, revenues are recognized when earned and expenses are recorded when the liability is incurred or economic asset used. Revenues, expenses, gains, losses, assets, liabilities, and deferred inflows and deferred outflows of resources resulting from exchange and exchange-like transactions are recognized when the exchange takes place.

39 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Fund Financial Statements

Governmental Funds

All governmental funds are accounted for using the modified accrual basis of accounting. Their revenues are recognized when they become both "measurable and available" to finance current expenditures. Measurable means knowing or being able to reasonably estimate the amount. Available means collectible within the current period or soon enough thereafter to pay current liabilities (the City considers revenue available if it is collected within 60 days after year end). Selective sales and use taxes are considered available and measurable when the underlying exchange has occurred (i.e., September sales taxes are recorded as revenue in September even though the taxpayers remit the taxes in October) and are recognized as revenue at that time. Anticipated refunds of such taxes are recorded as liabilities and reductions of revenue when they are measurable and their validity seems certain.

Property taxes are recognized as revenue when the enforceable legal claim has occurred. Grant revenues are recognized when all eligibility requirements have been met.

Other revenues, including licenses and permits, certain charges for services, and miscellaneous revenues, are recorded as revenue when received in cash because they are generally not measurable until actually received.

Expenditures (including capital outlay) are generally recognized under the modified accrual basis of accounting when the related fund liability is incurred. Principal and interest on general long-term debt are exceptions to this rule and are recognized when due. Also, expenditures related to insurance claims, employee pension liability, compensated absences and the sinking fund are recognized when payable from expendable available financial resources.

Proprietary Funds

Proprietary funds are accounted for using the accrual basis of accounting. Their revenues are recognized when they are earned, and their expenses are recognized when a liability is incurred, regardless of the timing of related cash flows.

Budgets and Budgetary Accounting - The City follows these procedures in establishing the budgetary data presented in the accompanying financial statements:

• Prior to August 20, the Mayor submits to the City Council a proposed current revenue and expenditure budget for the general operations of the City government for the fiscal year beginning October 1, which constitutes the General Fund Budget, a Capital Budget and a budget message. However, a legally adopted budget is only required for the General Fund. By law, expenditures may not exceed revenues and surplus available, if any.

• A public hearing is held to obtain final taxpayer input, and necessary revisions are made not later than September 30.

40 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

• The budget is adopted by a majority vote of the City Council, and any required revenue measures are legally enacted through passage of an ordinance.

• Changes or amendments to budgeted expenditures of the City at the departmental and fund level must be approved by the City Council.

• Departmental expenditures may not legally exceed budgetary appropriations for the General Fund. Accordingly, the legal level of budgetary control is established within the General Fund at the departmental level. Management may amend the budget at the object level within departments without City Council approval. All unencumbered balances lapse at year-end.

Revenue Recognition - Ad valorem taxes are assessed on property valuations and statutory liens are attached to such properties as of October 1st each year. These taxes are due October 1st, but do not become delinquent until December 31st, after which penalty fees are levied. If taxes and penalties are not paid by June 30th of the following year, the property is then sold for taxes due and remittance is made at this time by the Mobile County Tax Collector to the City of Mobile. All tax levies are collected and remitted to the City of Mobile by the end of the City's fiscal year; consequently, the financial statements do not have accounts receivable or allowance for uncollected tax levies.

Other material revenue which is susceptible to accrual includes sales tax, interest income and state- shared revenue. Revenue which is not both available and measurable and is thus not susceptible to accrual includes property and franchise taxes and business licenses.

Unearned Revenue - The fund financial statements include both unearned revenue and revenue that is not considered available to finance current expenditures. The government-wide financial statements include only unearned revenue.

Encumbrances - Encumbrance accounting, under which purchase orders, contracts and other commitments for the expenditures of monies are recorded in order to reserve that portion of the applicable appropriation, is employed as an extension of formal budgetary control in the General Fund and Capital Projects Funds. Encumbrances outstanding at year-end for specific purposes are included within restricted, committed, or assigned fund balance as appropriate. For budgetary purposes, current year encumbrances are treated as expenditures and any unencumbered balances lapse at year-end. Encumbrances have been recorded in the General Fund and Capital Projects Funds.

Pooled Cash and Investments - Pooled cash and investments consist of cash, government securities, certificates of deposit, and repurchase agreements. Cash balances and the requirements of all funds are considered in determining the amount to be invested. Interest earned on pooled cash and investments is recorded as General Fund revenue and allocated between funds based upon balances (see Note 3). The City reports its money market investments and investments in short-term debt securities that have remaining maturities of one year or less at amortized cost.

41 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Inventories - All City inventories are maintained on a consumption basis of accounting where items are purchased for inventory and charged to the budgetary accounts as the items are consumed. Inventories held by the General Fund consist principally of traffic engineering, municipal garage, public buildings, electrical, mechanical maintenance, public works, police and fire department supplies. Inventories are stated at average or weighted average cost. Appropriate allowances have been recorded for obsolete and surplus items.

Interfund Transactions - On fund financial statements, receivables and payables resulting from outstanding balances are classified as "interfund receivables/payables" (See Note 6). Any residual balances outstanding between the governmental activities and business-type activities are reported in the government-wide financial statements as "internal balances." Flow of cash or goods from one fund to another without a requirement for repayment is reported as interfund transfers. Interfund transfers are reported as other financing sources/uses in governmental funds. The government-wide statements eliminate interfund transfers and receivables/payables as reported within the segregated governmental and business-type activities column. Only transfers and receivables/payables between the two columns appear in this statement, which zero in total. Interfund services provided and used are not eliminated in the process of consolidation.

Capital Assets - The accounting treatment over capital assets depends on whether the assets are used in governmental fund operations or proprietary fund operations and whether they are reported in the government-wide or fund financial statements.

Government-wide Financial Statements

In the government-wide financial statements, capital assets are valued at historical cost, or estimated historical cost if actual is unavailable. Donated capital assets are valued at their estimated fair market value on the date donated. The City capitalizes assets with a unit cost of $5,000 or more as purchase and construction outlays occur.

Infrastructure has been capitalized retroactively to 1980 using estimated historical costs.

Intangible assets are those that lack physical substance, are non-financial in nature and the initial useful life extends beyond a single reporting period. In accordance with GASB Statement No. 51, the City began capitalizing and reporting intangible assets in the fiscal year that ended September 30, 2010. Those intangible assets consist of easements with indefinite useful lives and are not amortized. The easements were valued based on fair value associated with land. According to Statement 51, retroactive reporting of intangible assets considered to have indefinite useful lives as of the effective date of the statement, is not required but is permitted. The City has elected not to retroactively report such assets.

Depreciation is recorded as an allocated expense in the Statement of Activities, with accumulated depreciation reflected in the Statement of Net Position. Depreciation is provided over the assets' useful lives using the straight-line method of depreciation. The range of estimated useful lives by type of asset is as follows:

42 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Types of Assets Estimated Useful Life Buildings 25-60 years Improvements 20 years Infrastructure (Drainage, Streets, Bridges, Sidewalks and Docking) 50 years Infrastructure (Utilities and Landscaping) 25 years Machinery and equipment 5-10 years Automotive equipment 3-15 years Office equipment 6 years

Fund Financial Statements

In the fund financial statements, capital assets used in governmental fund operations are accounted for as capital outlay expenditures upon acquisition. Capital assets used in proprietary fund operations are accounted for the same as in the government-wide financial statements.

Bond Discounts, Premiums and Issuance Costs - In the governmental funds, bond discounts, premiums and issuance costs are treated as period costs in the year of issue.

In the government-wide financial statements, bond discounts and premiums are deferred and amortized over the term of the bonds using the bonds outstanding method which approximates the effective interest method. Bond discounts/premiums are presented as a reduction/addition to the face amount of the bonds payable. Bond issuance costs are treated as period costs in the year of issue except for the portion, if any, related to prepaid insurance costs. Prepaid insurance costs are reported as an asset and recognized as an expense over the duration of the related debt.

Compensated Absences - The GASB requires that accrued liabilities for future vacations and sick leave be recorded if, (1) the employees' rights to receive compensation are attributable to services already rendered, and (2) it is probable that the employer will compensate the employees for the benefits through paid time off or some other means, such as cash payments at termination or retirement. The liability for these compensated absences is recorded as long-term debt in the government-wide financial statements.

The current portion of this debt is estimated based on historical trends. In the enterprise funds, the compensated absences liability is presented in the balance sheet, and is classified as current and noncurrent. In the governmental fund financial statements, amounts that would normally be paid with expendable available financial resources once the liability has matured, for example as a result of employee resignations and retirements, are recorded in the General Fund, and the amounts considered noncurrent are not reported in the fund financial statements. Amounts paid or payable within 60 days are deemed to be payable from expendable financial resources.

43 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Equity Classifications

Government-wide Financial Statements

Equity is classified as net position and displayed in three components:

• Net investment in capital assets - Consists of capital assets including restricted capital assets, net of accumulated depreciation and reduced by the outstanding balances of any bonds and mortgages, notes, or other borrowings that are attributable to the acquisition, construction, or improvement of those assets.

• Restricted net position - Consists of net position with constraints placed on the use either by (1) external groups such as creditors, grantors, contributors, or laws or regulations of other governments; or (2) the City's own laws through its enabling legislation and other provisions of its laws and regulations (See Note 11).

• Unrestricted net position - All other net position which does not meet the definition of "restricted" or "net investment in capital assets."

Fund Financial Statements

On December 13, 2011, The City Council of the City of Mobile adopted Resolution 60-609 to establish a Fund Balance Policy consistent with the Governmental Accounting Standards Board Statement No. 54 Fund Balance Reporting and Governmental Fund Type Definitions.

The fund equity of the governmental fund financial statements is classified as fund balance.

GASB Statement No. 54 provided new reporting categories for fund balance in governmental funds. The categories and descriptions are as follows:

• Non-spendable Fund Balance - Inventory, prepaid expenditures and other similar assets not in a spendable form that are contractually required to be maintained intact are classified as nonspendable fund balance.

• Restricted Fund Balance - Assets that are constrained by externally imposed restrictions, or by law through constitutional provisions or enabling legislation.

• Committed Fund Balance - Amounts formally designated by City Council through equally binding ordinances or resolutions for a specific purpose that cannot be used for another purpose unless the City Council formally changes the use.

44 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

• Assigned Fund Balance - Amounts constrained by City Council or the Executive Director of Finance for a specific purpose normally through the appropriations process in establishing and amending budgets. Furthermore, funds in special revenue, capital project, and permanent fund are by their nature assigned to the purpose for which the resources are collected. The policy used by the governing body to authorize the assignment of fund balance was passed by the City Council in Resolution 60-609 on December 13, 2011.

• Unassigned Fund Balance - Amounts that may be used for any governmental purpose. The General Fund is the only fund that reports a positive unassigned fund balance amount. In other governmental funds it is not appropriate to report a positive unassigned fund balance amount. However, in governmental funds other than the General Fund, if expenditures incurred for specific purposes exceed the amounts that are restricted, committed, or assigned to those purposes, it may be necessary to report a negative unassigned fund balance in that fund.

When an expenditure qualifies to be used from more than one fund balance classification identified above, it is the City's policy to use resources in the following order: restricted, committed, assigned, and then unassigned.

The fund equity of the proprietary fund financial statements is classified in the same manner as the government-wide financial statements.

Statement of Cash Flows - For the purposes of the Statement of Cash Flows, the proprietary funds consider cash and all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Pensions - Refer to Note 10 for additional information on Pensions.

Employees' Retirement System of Alabama (ERSA) financial statements are prepared using the economic resources measurement focus and accrual basis of accounting. Contributions are recognized as revenues when earned, pursuant to the plan requirements. Benefits and refunds are recognized when due and payable in accordance with the terms of the plan. Expenses are recognized when the corresponding liability is incurred, regardless of when the payment is made. Investments are reported at fair value. Financial statements are prepared in accordance with requirements of the Governmental Accounting Standards Board (GASB). Under these requirements, the plan is considered a component unit of the State of Alabama and is included in the State's Comprehensive Annual Financial Report.

Police and Firefighters Retirement Plan financial statements are prepared on the accrual basis of accounting. Plan member contributions to the plan are recognized when due and the employer has made a formal commitment to provide contributions. Benefits and refunds are recognized when due and payable in accordance with the terms of the plan. Plan investments are stated at fair value as provided by the Custodian, The Bank of New York Mellon.

45 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Transit Workers Pension Plan financial statements are prepared on the accrual basis of accounting. Benefits and refunds are recognized when due and payable in accordance with the terms of the plan. The Plan’s investments are stated at fair value. When available, fair value is determined by quoted market price. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The Plan's assets are held in trust by Regions Morgan Keegan Trust.

Adoption of new GASB pronouncements

GASB Statement No. 72, Fair Value Measurement and Application Issued February 2015, this Statement defines fair value and describes how fair value should be measured, what assets and liabilities should be measured at fair value, and what information about fair value should be disclosed in the notes to the financial statements. This Statement is effective for fiscal years beginning after June 15, 2015.

GASB Statement No. 76, The Hierarchy of Generally Accepted Accounting Principles for State and Local Governments Issued June 2015, this Statement reduces the GAAP hierarchy to two categories of authoritative GAAP from the four categories under GASB Statement No. 55, The Hierarchy of Generally Accepted Accounting Principles for State and Local Governments. The first category of authoritative GAAP consists of GASB Statements of Governmental Accounting Standards. The second category comprises GASB Technical Bulletins and Implementation Guides, as well as guidance from the AICPA that is cleared by the GASB. The Statement also addresses the use of authoritative and nonauthoritative literature in the event that the accounting treatment for a transaction or other event is not specified within a source of authoritative GAAP. This Statement is effective for fiscal years beginning after June 15, 2015.

Future adoption of GASB pronouncements that have been issued but are not yet effective at September 30, 2016:

GASB Statement No. 73, Accounting and Financial Reporting for Pensions and Related Assets That Are Not within the Scope of GASB Statement 68, and Amendments to Certain Provisions of GASB Statements 67 and 68. Issued June 2015, this Statement completes the suite of pension standards. Statement 73 establishes requirements for those pensions and pension plans that are not administered through a trust meeting specified criteria (in other words, those not covered by Statements 67 and 68). The requirements in Statement 73 for reporting pensions generally are the same as in Statement 68. However, the lack of a pension plan that is administered through a trust that meets specified criteria is reflected in the measurements. This Statement is effective for fiscal years beginning after June 15, 2015 (except those provisions that address employers and governmental nonemployer contributing entities for pensions that are not within the scope of Statement 68, which are effective for fiscal years beginning after June 15, 2016).

46 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

GASB Statement No. 74, Financial Reporting for Postemployment Benefit Plans Other Than Pension Plans Issued June 2015, this Statement addresses the financial reports of defined benefit OPEB plans that are administered through trusts that meet specified criteria. The Statement follows the framework for financial reporting of defined benefit OPEB plans in Statement 45 by requiring a statement of fiduciary net position and a statement of changes in fiduciary net position. The Statement requires more extensive note disclosures and RSI related to the measurement of the OPEB liabilities for which assets have been accumulated, including information about the annual money-weighted rates of return on plan investments. Statement 74 also sets forth note disclosure requirements for defined contribution OPEB plans. This Statement is effective for fiscal years beginning after June 15, 2016.

GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions Issued June 2015, this Statement requires, among other things, that governments to report a liability on the face of the financial statements for the OPEB that they provide and requires governments in all types of OPEB plans to present more extensive note disclosures and required supplementary information about their OPEB liabilities. This Statement is effective for fiscal years beginning after June 15, 2017.

GASB Statement No. 77, Tax Abatement Disclosures Issued August 2015, this Statement requires state and local governments, for the first time, to disclose information about tax abatement agreements. It requires governments to disclose information about their own tax abatements separately from information about tax abatements that are entered into by other governments and reduce the reporting government’s tax revenues. This Statement is effective for fiscal years beginning after December 15, 2015.

GASB Statement No. 78, Pensions Provided through Certain Multiple-Employer Defined Benefit Pension Plans Issued December 2015, this Statement amends the scope and applicability of GASB 68 to exclude pensions provided to employees of state or local governmental employers through a cost-sharing multiple-employer defined benefit pension plan that: (1) is not a state or local governmental pension plan; (2) is used to provide defined benefit pensions both to employees of state or local governmental employers and to employees of employers that are not state or local governmental employers; and (3) has no predominant state or local governmental employer (either individually or collectively with other state or local governmental employers that provide pensions through the pension plan). This Statement establishes requirements for recognition and measurement of pension expense, expenditures, and liabilities; note disclosures; and required supplementary information for pensions that have the characteristics described above. This Statement is effective for fiscal years beginning after December 15, 2015.

47 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

GASB Statement No. 79, Certain External Investment Pools and Pool Participants Issued December 2015, this Statement permits qualifying external investment pools to measure pool investments at amortized cost for financial reporting purposes and provides guidance that will allow many pools to continue to qualify for amortized cost accounting. Existing standards provide that external investment pools may measure their investments at amortized cost for financial reporting purposes if they follow substantially all of the provisions of the SEC’s Rule 2a7. Likewise, participants in those pools are able to report their investments in the pool at amortized cost per share. GASB 79 replaces the reference in existing GASB literature to Rule 2a7 with criteria that are similar in many respects to those in Rule 2a7. GASB 79 is effective for reporting periods beginning after June 15, 2015, except for certain provisions on portfolio quality, custodial credit risk, and shadow pricing. Those provisions are effective for reporting periods beginning after December 15, 2015.

GASB Statement No. 80, Blending Requirements for Certain Component Units Issued January 2016, this Statement clarifies the display requirements in GASB Statement No. 14, The Financial Reporting Entity, by requiring these component units to be blended into the primary state or local government’s financial statements in a manner similar to a department or activity of the primary government. The guidance addresses diversity in practice regarding the presentation of not-for-profit corporations in which the primary government is the sole corporate member. This Statement is effective for fiscal years beginning after June 15, 2016.

GASB Statement No. 81, Irrevocable Split-Interest Agreements Issued March 2016, the objective of this Statement is to improve accounting and financial reporting for irrevocable split-interest agreements by providing recognition and measurement guidance for situations in which a government is a beneficiary of the agreement. The requirements of this Statement are effective for financial statements for periods beginning after December 15, 2016, and should be applied retroactively.

GASB Statement No. 82, Pension Issues—an amendment of GASB Statements No. 67, No. 68, & No. 73 Issued March 2016, this Statement addresses issues regarding (1) the presentation of payroll-related measures in required supplementary information, (2) the selection of assumptions and the treatment of deviations from the guidance in an Actuarial Standard of Practice for financial reporting purposes, and (3) the classification of payments made by employers to satisfy employee (plan member) contribution requirements. The requirements of this Statement are effective for reporting periods beginning after June 15, 2016, except for the requirements of this Statement for the selection of assumptions in a circumstance in which an employer’s pension liability is measured as of a date other than the employer’s most recent fiscal year-end. In that circumstance, the requirements for the selection of assumptions are effective for that employer in the first reporting period in which the measurement date of the pension liability is on or after June 15, 2017.

48 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

GASB Statement No. 83, Certain Asset Retirement Obligations Issued November 2016, this Statement addresses accounting and financial reporting for certain asset retirement obligations (AROs). An ARO is a legally enforceable liability associated with the retirement of a tangible capital asset. A government that has legal obligations to perform future asset retirement activities related to its tangible capital assets should recognize a liability based on the guidance in this Statement. The requirements of this Statement are effective for reporting periods beginning after June 15, 2018.

GASB Statement No. 84, Fiduciary Activities Issued January 2017, this Statement establishes criteria for identifying fiduciary activities of all state and local governments. The focus of the criteria generally is on (1) whether a government is controlling the assets of the fiduciary activity and (2) the beneficiaries with whom a fiduciary relationship exists. Separate criteria are included to identify fiduciary component units and postemployment benefit arrangements that are fiduciary activities. The requirements of this Statement are effective for reporting periods beginning after December 15, 2018.

The City of Mobile will implement the new GASB pronouncements in the fiscal year no later than the required effective date. The City is currently evaluating the financial impact, if any, the above listed new GASB pronouncements will have on or in issuing its financial statements.

NOTE 2 - ORGANIZATION AND REPORTING ENTITY

Organization

The City of Mobile, Alabama (the City) was incorporated on January 20, 1814 under the provisions of Act 1911, No. 281, page 330; Code 1940. The City operates under a mayor-council form of government. The City engages in a comprehensive range of municipal services, including public safety, street and drainage, sanitation, health and social services, culture and recreation, public improvements, public transportation, planning and zoning, and general administrative services.

Reporting Entity

The financial statements of the City have been prepared in conformity with the accounting principles generally accepted in the United States as specified by the Governmental Accounting Standards Board (GASB).

As required by accounting principles generally accepted in the United States, these financial statements present the primary government (the City) and its discretely presented component units. Each discretely presented component unit has a September 30 fiscal year-end. These component units are reported in a separate column(s) to emphasize that they are separate legal entities from the primary government and are governed by separate boards. The discretely presented component units have a financial benefit or burden relationship to the primary government. Financial accountability for component units as defined by GASB Statement No. 61 does not imply that the City is legally responsible for the obligations of the discretely presented component units.

49 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Discretely Presented Component Units

• Mobile Public Library - The Library is an agency or instrumentality of the City of Mobile. All of the members of the board of the Library are appointed by the City Council. The Library's other sources of revenue come from State and Federal financial assistance, other municipalities, and Mobile County and user fees. Complete financials of the library can be obtained directly from their administrative office at:

Mobile Public Library 700 Government Street Mobile, AL 36602

• The Public Park and Recreation Board (Ladd - Peebles Stadium) - The City appropriates funds to the Public Park and Recreation Board for operational and capital outlay purposes. All of the members of the Board are appointed by the City Council. The Board's other sources of revenue come from the rental of Ladd – Peebles Stadium to third parties. Complete financial statements of the Public Park and Recreation Board can be obtained directly from their administrative offices as provided below.

The Public Park and Recreation Board (Ladd-Peebles Stadium) P.O. Box 66721 Mobile, Alabama 36660

• The Solid Waste Disposal Authority – The Solid Waste Disposal Authority was incorporated on May 7, 1985. As authorized by Ordinance 65-002, the City of Mobile conveyed to the Authority by statutory warranty deed dated July 28, 1993, its landfills, equipment used to operate the landfills, and the City solid waste stream. By agreement dated March 29, 1994, between the Authority and the City of Mobile, the City agreed to pay the Authority a tipping fee for each ton of solid waste delivered by the City to the landfill and the Hickory Street Transfer Station, and the Authority agreed to remit to the City the royalties, in the amount of 5% of the gross revenue received from solid waste deposited at the landfill, paid to the Authority by the Contractor operating the landfill.

The City is authorized by State statute, ALA CODE Sec 11-89A-15(a), to lend or donate money to the Authority to perform services on behalf of the City. As so authorized, the City pays on a voluntary basis the incidental expenses of the Authority out of the general fund. The contractor that operates the Chastang landfill accepts waste from other sources. The landfill is not devoted exclusively to the waste stream of the City of Mobile. All of the members of the Board are appointed by the City Council. The Authority does not issue separate financial statements.

50 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Related Organizations

The City's officials are also responsible for appointing the members of the boards of other organizations. However, the City has no financial burden or benefit from these organizations, nor do they have the power to impose their will upon the members of their boards. Therefore, these organizations are not considered component units of the City.

The City's related organizations are as follows:

• Board of Water and Sewer Commissioners of the City of Mobile (BWSC) – BWSC is a separate governmental unit granted independent authority by the State of Alabama General Statutes. All of the five board members are appointed by the Council of the City of Mobile. BWSC has the ability to issue its own debt, and its operations are financed through water and sewer usage fees.

• Mobile Housing Board - The Mayor appoints members to the governing board and can remove members for cause. The Housing Board has complete legislative and administrative authority. The Housing Board's primary revenues come from rents and monies received from the Federal government.

• Mobile Airport Authority - The Mayor appoints members to the governing board and can remove members for cause. The Airport Authority has complete legislative and administrative authority and has the ability to issue its own debt. Its operations are financed through aviation revenues and monies received from the Federal government.

Joint Ventures

The City is a participant with other local governments in joint ventures to operate the following organizations:

• Mobile Board of Health - The Mayor and the Council of the City of Mobile do not appoint the board members for the Mobile Board of Health. The City is legally required to contribute financial support to the Board of Health on an annual basis. The City contributed $600,000 to the Mobile Board of Health during the fiscal year ended September 30, 2016. The Mobile Board of Health receives contributions from other municipalities included within Mobile County as well as from Mobile County. Of the contributing entities, not one entity has unilateral control over the operations of the Mobile Board of Health. In addition, the Mobile Board of Health receives State and Federal financial assistance. The City has no equity interest in the Mobile Board of Health. Complete financial statements for the Mobile Board of Health may be obtained from their administrative office at 251 North Bayou Street, Mobile, Alabama 36601.

51 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

• Mobile Emergency Management - The board members for Mobile Emergency Management are the mayors for the municipalities in Mobile County and the President of the Mobile County Commission or their appointees. The City is legally required to contribute financial support to Mobile Emergency Management on an annual basis. The City contributed $479,718 to Mobile Emergency Management during the fiscal year ended September 30, 2016. Mobile Emergency Management receives contributions from other municipalities included within Mobile County as well as State and Federal financial assistance. The City has no equity interest in Mobile Emergency Management. Complete financial statements for Mobile Emergency Management may be obtained from their administrative office at 348 North McGregor Avenue, Mobile, Alabama 36618.

• Mobile Personnel Board - The five board members are appointed by a supervisory committee. The supervisory committee consists of the mayors for all cities in Mobile County, the County Sheriff, the County License Commissioner, the County Revenue Commissioner and various county judges. The City is legally required to contribute financial support to the Personnel Board on an annual basis. The City contributed $ 1,360,585 to the Mobile Personnel Board during the fiscal year ended September 30, 2016. The Mobile Personnel Board also receives contributions from all municipalities included within Mobile County as well as from Mobile County. The City has no equity interest in the Mobile Personnel Board. Complete financial statements for the Mobile Personnel Board may be obtained from their administrative office at P.O. Box 66794, Mobile, Alabama 36660-1794.

• Juvenile Court and Youth Center - An act was adopted by the Alabama Legislature in 1919 which directs the City to pay one-half of all expenses within thirty days after receiving the bill. During the fiscal year ended September 30, 2016 the City contributed $ 3,048,628 to the Juvenile Court and Youth Center. It is funded by Mobile County, the City of Mobile, the Department of Youth Services and various grants from the State of Alabama.

NOTE 3 - CASH, EQUITY IN POOLED CASH AND INVESTMENTS

Deposits

Cash balances available for investment by most City funds are maintained in pooled cash and investment accounts to improve investment opportunities. The equity in pooled cash and investment balances in the accompanying combined balance sheet represents the undivided interest of each respective fund in pooled accounts.

Included as deposits are bank accounts and certificates of deposit. Each of the banks holding the City's unrestricted deposits, as well as those of the Component Units, is a certified participant in the Security for Alabama Funds Enhancement (SAFE) program. Through the SAFE program, all public funds are protected through a collateral pool administered by the Alabama State Treasury.

52 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

The City's primary government deposits and City's restricted cash were fully insured or collateralized at September 30, 2016. At year-end, the carrying amount of the City's deposits was $130,104,075 and the bank balance was $130,048,279. Included in the bank balances are certificates of deposit totaling $8,963,737. Of the total bank balance, $3,314,095 was covered by Federal Depository Insurance and $126,734,184 was covered under the SAFE program.

Investments

The City is restricted by State statute to investments in U.S. Government Treasury and Agency securities, certificates of deposit and money market accounts, repurchase agreements and reverse repurchase agreements, banker's acceptances and commercial paper. In each case, all funds must be fully insured or collateralized by the pledge of securities. Securities allowed as collateral include U.S. Government Treasury and Agency securities, State of Alabama Obligations and City of Mobile Obligations. As of September 30, 2016, the City had the following investments:

Weighted Average Investment Type Fair Value Maturity (Years) Money market funds $ 39,988,041 0.0027 Sweep accounts -- Certificates of deposit 8,963,737 0.0822 $ 48,951,778

Credit Risk and Concentration of Credit Risk

The City's investment policy prohibits the purchase of debt securities rated below AA. As of September 30, 2016, the City's investments in money market accounts are under the SAFE program. The investment policy also requires diversification of the City's investment portfolio by security type and institution. With the exception of U.S. Treasury Securities, the City will allow no more than 65% of its investment portfolio to be invested in single security types.

Custodial Credit Risk

The City's investment policy includes a requirement that City funds be collateralized at 102%. Investments are exposed to custodial credit risk if the securities are uninsured and unregistered and are either held by the counterparty, or by the counterparty's trust department or agent but not in the City's name.

Interest Rate Risk

The City has an investment policy that limits the maturities on individual investments to no more than one year.

53 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

NOTE 4 - RECEIVABLES

Receivables at September 30, 2016 consist of the following: Governmental Business-type Total Primary Activities Activities Government Receivables Taxes $ 18,671,217 $ 951,214 $ 19,622,431 Customers and other 1,603,115 8,219,057 9,822,172 Other governmental units 9,899,911 - 9,899,911 Gross receivables 30,174,243 9,170,271 39,344,514 Allowance for uncollectibles (456,358) (5,379,610) (5,835,968) Net receivables $ 29,717,885 $ 3,790,661 $ 33,508,546

Substantially all receivables are due in fiscal year 2016.

NOTE 5 - INTERFUND TRANSFERS

Transfers within the reporting entity are substantially for the purposes of subsidizing operating functions. Additional transfers may be made for the purpose of funding capital projects and asset acquisitions and maintaining debt service. Resources are accumulated in a fund to support and simplify the administration of various projects or programs. Interfund transfers for the year ended September 30, 2016, are as follows: Tr a n s f e r In Tr a n s f e r O u t Major Governmental Funds General Fund Capital Improvements Fund $ - $ 18,594,242 Other Governmental Funds (3,796,273) 1,402,567 Internal Service Funds - 9,323,172 Mobile Convention Center - 367,000 Mobile Civic Center - 1,121,554 Cruise Terminal - 605,598 WAVE Transit (3,315,161) 8,838,470 Emergency Medical Services - 2,763,593 Other Enterprise Funds - 997,851 Total General Fund (7,111,434) 44,014,047 Capital Improvements Fund General Fund (18,594,242) - Other Governmental Funds (22,494,525) 20,434,803 WAVE Transit - 500,000 Cruise Terminal (50,472) - Mobile Convention Center (2,330,464) - Total Capital Improvements Fund (43,469,703) 20,934,803 Other Governmental Funds General Fund (1,402,567) 3,796,273 Capital Improvements Fund (20,434,803) 22,494,525 Other Governmental Funds (9,309,153) 9,309,153 Mobile Convention Center (4,213,116) - Other Enterprise Funds - - Total Other Governmental Funds (35,359,639) 35,599,951

54 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Tr a n s f e r In Tr a n s f e r O u t Internal Service Funds General Fund (9,323,172) - Total Internal Service Funds (9,323,172) - Major Enterprise Funds Mobile Civic Center General Fund (1,121,554) - Total Mobile Civic Center (1,121,554) - Mobile Convention Center General Fund (367,000) - Capital Improvements Fund - 2,330,464 Other Governmental Funds - 4,213,116 Total Mobile Convention Center (367,000) 6,543,580 WAVE Transit General Fund (8,838,470) 3,315,161 Capital Improvements Fund (500,000) - Total WAVE Transit (9,338,470) 3,315,161 Cruise T erminal General Fund (605,598) - Capital Improvements - 50,472 Total Cruise Terminal (605,598) 50,472 Emergency Medical Services General Fund (2,763,593) - Total Emergency Medical Services (2,763,593) - Other Enterprise Funds General Fund (997,851) - Total Other Enterprise Fund (997,851) - To t a l Tr a n s f e r s $ (110,458,015) $ 110,458,015

NOTE 6 - INTERFUND RECEIVABLES AND PAYABLES

Generally, outstanding balances between funds reported as "due to/from other funds" include subsidy commitments to the WAVE Transit outstanding at year-end and other miscellaneous receivables/payables between funds.

Interfund receivables and payables at September 30, 2016, are as follows:

Due To Due From Other Funds Other Funds Major Governmental Funds General Fund Other Governmental Funds - 582,944 WAVE Transit 351,433 722,059 Total General Fund 351,433 1,305,003 Other Governmental Funds General Fund 582,944 - Total Other Governmental Funds 582,944 - Major Enterprise Funds WAVE Transit General Fund 722,059 351,433 Total WAVE Transit 722,059 351,433 Total Interfund Balances $ 1,656,436 $ 1,656,436

55 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Substantially all interfund balances are expected to be repaid within one year.

NOTE 7 - CAPITAL ASSETS

Governmental Activities

The following is a summary of changes in capital assets for the year ended September 30, 2016:

Capital Assets, Not Depreciated Construction in Intangible Land Progress Assets Balance, beginning $ 27,260,587 $ 18,899,413 $ 4,476,346 Additions 191,092 27,048,829 104,389 Deductions (6,445,664) Balance, ending 27,451,679 39,502,578 4,580,735

Accumulated Depreciation, beginning - -- Additions - - - Deductions - - - Accumulated Depreciation, ending - - - Capital Assets, Net $ 27,451,679 $ 39,502,578 $ 4,580,735

Capital Assets, Depreciated Improvements Other than Veh icu lar Other Buildings Buildings Equipment Equipment Infrastructure Totals Balance, beginning $ 145,922,476 $ 114,856,796 $ 64,496,834 $ 41,618,800 $ 532,923,190 $ 950,059,081 Additions 6,196 988,337 8,428,509 4,385,173 5,444,841 48,096,258 Deductions (9,602,462) (418,015) (17,569,672) Balance, ending 145,928,672 115,845,133 63,322,881 45,585,958 538,368,031 980,585,667

Accumulated Depreciation, beginning 32,206,276 56,914,027 42,427,092 33,979,256 133,624,044 299,150,694 Additions 2,562,841 4,362,017 4,976,708 1,148,295 10,655,713 23,705,574 Deductions - - (8,574,598) (372,113) - (8,946,710) Accumulated Depreciation, ending 34,769,116 61,276,044 38,829,202 34,755,438 144,279,757 313,909,558

Capital Assets, Net $ 111,159,556 $ 54,569,089 $ 24,493,679 $ 10,830,520 $ 394,088,274 $ 666,676,109

Construction in progress consists of the following:

Balance, Balance, Asset Project beginning Additions Deductions ending 79239 FORT CONDE WELCOME CENTER - ROOF REPAIRS 592,343 43,495 635,838 79240 CDBG 2011 - ANN STREET DRAINAGE 468,978 13,000 481,978 79244 CDBG 2012 - THEODORE PARK IMPROVEMENTS 258,055 7,195 265,250 79247 ERP SYSTEM - MUNIS 1,481,758 2,341,717 3,823,475 79248 PARKS - HERNDON PARK IMPROVEMENTS 1,914,694 308,485 2,223,179 79249 PARKS - JAMES SEALS PARK IMPROVEMENTS 702,773 18,391 (721,164) - 79251 CDBG 2013 - TOULMINVILLE SIDEWALKS 30,968 541,916 572,884 79252 CDBG 2013 - SOUTH OAKLEIGH SIDEWALKS 45,534 - (45,534) - 79253 AIRBUS WAY & AEROSPACE DR 4,802,000 - (4,802,000) - 79254 INFRASTRUCTURE - ADA MODIFICATIONS 462,352 977,170 1,439,522 79255 CITY SHARE - ZEIGLER BLVD 1,106,020 80,880 1,186,900

56 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Balance, Balance, Asset Project beginning Additions Deductions ending 79256 RESURFACING 4CT GAS TAX PROJECT 4,374,255 4,575,343 8,949,598 79257 HILLSDALE HEIGHTS SIDEWALKS 26,909 - 26,909 79259 MPO - MCGREGOR AVE WIDENING 239,171 109,646 348,817 79262 ED - PINEBROOK - MCGREGOR 86,928 106,294 193,222 79264 2007 DRAINAGE AREAS 1 & 2 27,920 27,920 79265 ANN ST (TENN TO MCDONALD) 190,876 156,420 347,296 79271 MOBILE ST. IMPROVEMENTS 210,279 45,464 255,743 79284 GIS AERIAL MAPPING SYSTEM 106,524 4,204 (110,728) - 79285 PARKS - PUB SAFETY SKATEBOARD PARK RESTR 5,214 104,292 109,506 79286 PARKS - MARDI GRAS PARK 711 2,076,222 2,076,933 79287 PARKS - LYONS PARK IMPROVEMENT 77 33,362 33,439 79288 HANK AARON STADIUM IMPROVEMENTS 420,947 210,575 631,522 79289 CDBG 2009 - DOWNTOWN ST RESURFACING 597,307 - (597,307) - 79290 CDBG 2015 - BALTIMORE ST REHAB 786 106,860 107,646 79291 CDBG 2011 - 3 MILE CREEK BIKE TRAIL 22,034 78,515 100,549 79292 CDBG 2014 - CRAWFORD-MURPHY WALKING TRAI 3,562 114,124 117,686 79293 CDBG 2014 - CRAWFORD-MURPHY TENNIS COURT 53,639 1,372 (55,011) - 79294 CDBG 2013 - WOOKCOCK SCHOOL IMPROVEMENTS 119,504 30,588 150,092 79295 CDBG 2014 - FIGURES PARK WALKING TRAIL 412 79,588 80,000 79296 POLICE - 200 GOVERNMENT ST PURCH & RENO 298,387 157,862 456,249 79297 INFRASTRUCTURE - ADA MODIFICATIONS 3,496 8,990 (12,486) - 79298 WATER ST - COMPLETE STREETS - DESIGN 245,000 245,000 79456 CITYWIDE STORM DRAINS - 257,877 257,877 79457 CITYWIDE SIDEWALK REPAIRS - 362,432 362,432 79459 CITYWIDE INLET REPAIRS - 562,481 562,481 79460 CITYWIDE LITTER/INLET REPAIRS - 821,868 821,868 79461 LITTER CLEANUP - 3MI, 1MI & DOG RIVER - 11,482 11,482 79462 CITYWIDE GAURDRAILS - 135,255 135,255 79463 CITYWIDE PIPELINE REPAIR - 582,675 582,675 79464 LITTER TRAP & SITE IMPROVEMENTS - 63,209 63,209 79465 DRAINAGE - MAUDELAYNE DRIVE REPAIRS - 12,387 12,387 79466 MONTLIMAR CREEK REPAIRS - 761,802 761,802 79467 DRAINAGE-CORONADO CT DITCH REPAIRS - 122,929 122,929 79468 DITCH REPAIRS - MONTLIMAR CANAL & COL - 101,077 101,077 79469 CITYWIDE LITTER/INLET REPAIRS - 51,763 51,763 79470 PARKS - MIMS RENOVATIONS & REPAIRS - 35,530 35,530 79471 PARKS - MAITRE PARK IMPROVEMENTS - 305,841 305,841 79472 LADD STADIUM RENOVATIONS & REPAIRS - 68,827 68,827 79473 PARKS - DOYLE PARK IMPROVEMENTS 101,434 (101,434) - 79474 ARCHITECTURAL ENGINEERING PROJECTS - 24,214 24,214 79475 PARKS - FIGURES PARK IMPROVEMENTS - 50,534 50,534 79476 PARKS - FIGURES COMMUNITY CENTER - 53,914 53,914 79479 CDBG 2012 - MOBILE STREET SIDEWALKS - 98,044 98,044 79480 CDBG 2013 - ROBERT HOPE CTR WALKING TRAIL - 95,184 95,184 79497 AIRPORT & SAGE TURNING RADIUS - 3,727 3,727 79498 MOBILE CARNIVAL MUSEUM - FENCE - 56,792 56,792 79499 FORT CONDE FENCE REPAINTING - 5,822 5,822 79505 STORMWATER - MISC BRIDGE IMPROVEMENTS - 9,133 9,133

57 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Balance, Balance, Asset Project beginning Additions Deductions ending 79506 TRAFFIC CALMING DEVICES PROG - 15,645 15,645 79513 CS-ZEIGLER-CODY TO SCHILLINGER - 167,000 167,000 79519 PARKS - TRINITY GARDEN PK IMP-DIST 1 - 16,155 16,155 79526 HISTORIC DEV - AFRICAN AMERICAN HTG - 31,250 31,250 79530 GUS REHM/CRICHTON FIRE STATION - 10,326 10,326 79537 FIRE - MISC FIRE STATIONS/BLDGS IMPR - 70,076 70,076 79540 PARKS - NEW PARK THEODORE AREA - 40,000 40,000 79546 TRINITY GARDENS DITCH ENCLOSURES - 160,816 160,816 79559 PARKS - COPELAND-COX TENNIS CTR-D 7 - 6,786 6,786 79561 CITYWIDE ROOF REPAIRS - 112,443 112,443 79563 MILL STREET PARK IMPROVEMENTS - 70 70 79566 PARKS - ANNEXED AREA-WEST-MCCANTS PARK - 49,998 49,998 79567 BROAD ST IMPROVEMENTS - TIGER - 158,817 158,817 79568 ED - WESTWOOD PLAZA - 12,437 12,437 79570 DRAINAGE - LA PINE DR AT CLUBHOUSE - 21,398 21,398 79571 DRAINAGE - FLORIDA ST AT DOHM ST - 50,896 50,896 79572 DRAINAGE - 2008 HOLLEMAN DR - 79,526 79,526 79573 DRAINAGE - SPRINGHILL/MOBILE INFIRMARY - 11,133 11,133 79574 PARKS - DOTCH COMMUNITY CENTER - 1,072 1,072 79576 PARKS - CRAWFORD PARK IMPROVEMENTS - 31,156 31,156 79577 PARKS - HARMON RECREATION CENTER - 37,257 37,257 79578 PARKS - SPRINGHILL RECREATION CENTER - 32,024 32,024 79579 DOWNTOWN PEDESTRIAN LIGHTING - 106,050 106,050 79580 STREETSCAPE GATEWAY TO PLATEAU - 225,786 225,786 79582 DRAINAGE - BOLTON BR DITCH REPRS-I65 - 5,150 5,150 79583 DRAINAGE - BURMA HILLS REPAIRS - 6,413 6,413 79585 MOORES CREEK DITCH REPAIRS - 16,914 16,914 79586 DRAINAGE - KING ST IMPROVEMENTS - 6,840 6,840 79587 LIGHTING GREYSTONE FACILITY - 19,227 19,227 79589 DRAINAGE - ESLAVA CREEK IMPROVEMENTS - 50,220 50,220 79590 DRAINAGE - GAFHILL DR PIPE REPAIRS - 13,338 13,338 79593 MCGREGOR SIDEWALKS - OLD SHELL TO DAU - 29,498 29,498 79594 TURNING RAIDUS AIRPORT BLVD - 1,665 1,665 79595 SIGNAL IMPROVEMENTS AIRPORT & SAGE - 39,636 39,636 79599 GASLIGHT PIPE REPAIRS - 18,645 18,645 79601 1524 RIDGELAND RD W PIPE REPAIRS - 14,630 14,630 79602 CENTER ST OUTFALL-12 MILE CREEK - 4,750 4,750 79603 2505 WOODLAND ROAD DRAINAGE - 1,012 1,012 79604 MEDAL OF HONOR PARK PLAYGROUND - 26,081 26,081 79605 AIRWAY PK DR & SCHILLINGER - 3,007 3,007 79606 DRAINAGE - GRAHAM RD SOUTH - 23,459 23,459 79607 PARKS - LANGAN PK-COPELAND-COX TENNIS - 14,243 14,243 79608 12 MILE CREEK BANK STABILIZATION PROJ - 52,483 52,483 79609 IRENE & LONGS GARDEN OUTFALL - 100 100 79610 RETENTION POND SUMMER PLACE SUBDIVISION - 3,150 3,150 79612 PARKS - BOTANICAL GARDENS - 150,000 150,000 79613 PARKS - JAPANESE GARDENS - 150,000 150,000 79615 PARKS - COPELAND COX TENNIS CENTER - 76,315 76,315

58 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Balance, Balance, Asset Project beginning Additions Deductions ending 79616 EXPLOREUM RENOVATION & REPAIRS - 45,974 45,974 79617 MPL MOORER BRANCH - 44,465 44,465 79618 SIDEWALKS - LANGAN PARK AREA - 134,803 134,803 79619 BOLTON BR UNIV TO AZALEA - 245,593 245,593 79620 DAUPHIN ISLAND PARKWAY - 5,866 5,866 79621 CRUISE TERMINAL - EQUIPMENT & MISC - 888,444 888,444 79622 PARKS - LANGAN PARK SHADE STRUCTURE - 52,103 52,103 79623 3 MILE CREEK FENNEL ST/BUSH PARK - 15,820 15,820 79624 1125 NORTH DR PIPE LINING - 20,983 20,983 79625 2556 FLEETWOOD DR N - 16,361 16,361 79626 2666 GOVT BLVD PIPE LINING - 9,705 9,705 79627 CODY RD - MILKHOUSE CREEK - 5,026 5,026 79628 4317 MARQUEETE DR INLET - 13,662 13,662 79629 3 MILE CREEK JAPANESE GARDENS - 20,000 20,000 79631 4558 BROOKMORE PIPE LINING - 15,492 15,492 79632 2124 LUCKNER CT OUTFALL REPAIR - 22,762 22,762 79633 ZEIGLER AT 3 MILE CREEK CULVERT - 5,950 5,950 79634 3 MILE CREEK AT BOWIE COURT - 12,422 12,422 79635 2409 WOODLAND ROAD DRAINAGE - 5,000 5,000 79636 350 GULFWOOD DR DRAINAGE - 5,000 5,000 79637 WATER ST - STRIPING/SIGNALS - 124,618 124,618 79638 ANN ST (ARLINGTON - DOUGLAS) DRAIN - 975,805 975,805 79641 MOBILE CO RESURFACING CIP 2015-004A - 399,340 399,340 79642 CITY SHARE - TOULMINVILLE SIDEWALKS - 279,481 279,481 79730 DISTRICT 1 ROADWAY RESURFACING - 444,827 444,827 79731 DISTRICT 2 ROADWAY RESURFACING - 746,455 746,455 79732 DISTRICT 3 ROADWAY RESURFACING - 282,836 282,836 79733 DISTRICT 4 ROADWAY RESURFACING - 481,076 481,076 79734 DISTRICT 5 ROADWAY RESURFACING - 490,855 490,855 79735 DISTRICT 6 ROADWAY RESURFACING - 562,520 562,520 79736 DISTRICT 7 ROADWAY RESURFACING - 438,665 438,665 79744 CITYWIDE ROADWAY STRIPING - 9,505 9,505 79745 DISTRICT 1 SIDEWALK REPAIRS & MAINT - 96,163 96,163 79746 DISTRICT 2 SIDEWALK REPAIRS & MAINT - 404,477 404,477 79747 DISTRICT 3 SIDEWALK REPAIRS & MAINT - 56,350 56,350 79748 DISTRICT 4 SIDEWALK REPAIRS & MAINT - 147,709 147,709 79750 DISTRICT 6 SIDEWALK REPAIRS & MAINT - 78,398 78,398 79751 DISTRICT 7 SIDEWALK REPAIRS & MAINT - 158,979 158,979 79752 DISTRICT 1 STREET LIGHT IMPROVEMENT - 2,684 2,684 79757 DISTRICT 6 STREET LIGHT IMPROVEMENT - 13,557 13,557 79758 DISTRICT 7 STREET LIGHT IMPROVEMENT - 6,012 6,012 Total 18,899,413 27,048,829 (6,445,664) 39,502,578

59 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Depreciation expense was charged to governmental activities as follows:

Depreciation Function Expense General government $ 15,324,877 Economic development 1,153 Public safety 4,038,554 Public works 1,901,805 Engineering, development & build 301,982 Culture & recreation 2,114,332 Finance 22,871 Total depreciation expense $ 23,705,574

Business-type Activities

The following is a summary of changes in capital assets for the year ended September 30, 2016:

Capital Assets, Not Depreciated Construction in Land Progress Balance, beginning $ 10,684,497 $ 305,391 Additions - 424,048 Deductions - (579,402) Balance, ending 10,684,497 150,037

Accumulated Depreciation, beginning - - Additions - - Deductions - - Accumulated Depreciation, ending - - Capital Assets, Net $ 10,684,497 $ 150,037

Capital Assets, Depreciated Improvements Other than Veh icu lar Other Buildings Buildings Equipment Equipment Totals Balance, beginning $ 126,851,809 $ 17,662,840 $ 13,536,592 $ 6,346,218 $ 175,387,347 Additions - 289,702 804,742 823,195 2,341,687 Deductions (1) - (1,574,595) (59,535) (2,213,533) Balance, ending 126,851,808 17,952,542 12,766,739 7,109,878 175,515,501

Accumulated Depreciation, beginning 56,517,117 10,818,535 10,081,415 5,323,062 82,740,129 Additions 2,324,695 541,212 1,015,625 264,525 4,146,057 Deductions (1,600,391) (1,600,391) Accumulated Depreciation, ending 58,841,812 11,359,747 9,496,649 5,587,587 85,285,795

Capital Assets, Net $ 68,009,996 $ 6,592,795 $ 3,270,090 $ 1,522,291 $ 90,229,706

Approximately $5.6 million (cost of $12.0 million and accumulated depreciation of $6.8 million) of the Municipal Parking Garage property is leased to others as of September 30, 2016. (See Note 12)

60 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Depreciation expense was charged to business-type activities as follows: Depreciation Fund Expense Civic center $ 372,853 Convention center 1,307,923 Cruise terminal 406,861 WAVE transit 1,536,310 Parking garage 201,644 Golf course 126,756 Emergency medical services 2,711 Tennis center 1,945 Saenger theater 189,054 Total depreciation expense $ 4,146,057

NOTE 8 - LONG-TERM DEBT

Outstanding Debt The general and limited obligation bonds/warrants and notes of the City include the following at September 30, 2016:

Debt Issuance Principal Balance $10,655,000; 2002 Limited Obligation Tax Increment Warrants; due annually with interest payable semi-annually at rates ranging from 3.75% to 5.50% per annum; maturing February 15, 2023 $ 5,315,000 $57,000,000; 2008 General Obligation Refunding and Improvement Warrants, due semiannually with interest payable at rates ranging from 4.00% to 5.00% per annum; maturing February 15, 2030 57,000,000 $69,295,000; 2008B General Obligation Refunding and Improvement Warrants, due semiannually with interest payable at rates ranging from 4.00% to 5.00% per annum; maturing February 15, 2020 44,120,000

$22,095,000; 2008C (AMT) General Obligation Refunding and Improvement Warrants, due semi-annually with interest payable at rates ranging from 4.00% to 5.00% per annum; maturing February 15, 2030 18,205,000

$56,380,000; 2009A General Obligation Refunding Warrants; due semi-annually with interest payable at 3.00% to 6.00% per annum; maturing February 15, 2028 55,850,000

$16,765,000; 2009B G.O. Build America Bond Warrants; due semi-annually with interest payable at 6.085% per annum; maturing February 15, 2030 16,765,000

$6,430,000; 2009C General Obligation Recovery Zone Economic Development Warrants; due semi-annually with interest payable at 6.085% per annum; maturing February 15, 2030 6,430,000

$13,715,000; 2011 General Obligation Private Placement Warrants, due annually with interest payable semi-annually 2.84% per annum; maturing February 12, 2026 9,985,000

$5,100,000; 2012 General Obligation Private Placement Warrants, due semi-annually with interest payable semi-annually 1.53% per annum; maturing August 15, 2017 1,046,964 $39,402,000; 2016 General Obligation Refunding Warrants; due annually with interest payable semi-annually at rates ranging from 4.50% to 5.00% per annum; maturing February 15, 2030 39,402,000 Total bonds /warrants payable $ 254,118,964

61 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Debt Issuance Principal Balance $1,275,000; note payable to JPMorgan Chase, annual principal payments ranging from $40,000 to $115,000 through August 2022, semi-annual interest payments at 2.77% $ 585,000 $1,410,000; note payable to Bank of New York Mellon, annual principal payments ranging form $30,000 to $135,000 through August 2017, semi-annual interest payments at 3.22% 135,000

$1,440,000; note payable to Bank of New York Mellon, annual principal payments ranging from $30,000 to $140,000 through August 2018, semi-annual interest payments at 3.56% 270,000

$2,695,000; note payable to Bank of New York Mellon, annual principal payments ranging from $105,000 to $200,000 through August 2025, semi-annual interest payments at 2.70% 1,505,000 Total notes payable $ 2,495,000

The principal maturities and related interest requirements for the bonds, warrants and notes payable for the next five fiscal years and thereafter are as follows:

Bonds/Warrants Payable Governmental Activities Fiscal Year Ending September 30 Principal Interest Total 2017 $ 15,899,854 $ 11,065,877 $ 26,965,731 2018 14,338,110 10,415,843 24,753,953 2019 14,988,000 9,718,693 24,706,693 2020 15,729,000 8,993,512 24,722,512 2021 16,135,000 8,299,877 24,434,877 2022-2026 91,157,000 31,083,792 122,240,792 2027-2030 85,872,000 8,706,767 94,578,767 Subtotals 254,118,964 88,284,361 342,403,325 Plus: Bond Premium 1,962,222 (1,962,222) - Less: Deferred Bond Discount (215,640) 215,640 - Less: Deferred amount on refunding (2,582,715) 2,582,715 - Totals $ 253,282,831 $ 89,120,494 $ 342,403,325

Notes Payable Governmental Activities Fiscal Year Ending September 30 Principal Interest Total 2017 $ 485,000 $ 101,283 $ 586,283 2018 375,000 89,037 464,037 2019 250,000 77,562 327,562 2020 260,000 67,328 327,328 2021 265,000 56,532 321,532 2022-2025 860,000 111,723 971,723 Totals $ 2,495,000 $ 503,465 $ 2,998,465

62 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

The City has entered into capital leases for various items including an aerial ladder truck, garbage trucks and cans, fire trucks, heavy equipment for the motor pool, police cars, heavy equipment for public works and services.

Future debt service payments under these governmental activity capital leases are as follows:

Capital Leases Governmental Activities Present Value of Amount Net Minimum Representing Fiscal Year Ending September 30 Lease Payments Interest Total 2017 $ 492,519 $ 9,977 $ 502,496 Totals $ 492,519 $ 9,977 $ 502,496

Generally, the capital leases provide for bargain purchase options or options to purchase at prices representing the expected fair value of the property.

The following is an analysis of the leased property under capital leases by major classes:

Governmental Asset Category Activities Vehicles 2,888,871 Equipment 150,041 3,038,912 Less: Accumulated amortization (1,786,341) Capital assets, net 1,252,571

63 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

The following is a summary of the changes in liabilities reported in the Statement of Net Position for the year ended September 30, 2016:

Balance, Balance, Due Within One October 1 Additions Deductions September 30 Year Governmental Activities General and limited obligation bonds/warrants $ 267,572,701 $ 39,402,000 $ 52,855,737 $ 254,118,964 $ 15,899,854 Plus: Bond premium 2,945,293 983,071 1,962,222 - Less: Bond discount (234,948) (19,308) (215,640) - Total general and limited obligation bonds/warrants 270,283,046 39,402,000 53,819,500 255,865,546 15,899,854 Notes payable 2,950,000 - 455,000 2,495,000 485,000 Obligations under capital leases 1,473,283 - 980,764 492,519 492,519 Compensated absences 12,893,913 1,461,659 1,304,391 13,051,181 1,304,391 Self-insured legal liability 1,257,050 1,368,374 777,924 1,847,500 - Insurance claims 16,797,037 29,361,220 28,960,621 17,197,636 5,178,034 Landfill postclosure liability 719,629 - 47,955 671,674 49,873 OPEB liability 191,438,000 20,025,000 10,398,000 201,065,000 - Net pension liability 149,857,219 43,336,305 27,606,742 165,586,782 - Total governmental activities 647,669,177 134,954,558 124,350,897 658,272,838 23,409,671

Business-type Activities Compensated absences 446,582 567,791 542,448 471,925 93,148 Net pension liability 12,352,712 3,755,055 2,881,422 13,226,345 - Total business-type activities 12,799,294 4,322,846 3,423,870 13,698,270 93,148 Total primary government $ 660,468,471 $ 139,277,404 $ 127,774,767 $ 671,971,108 $ 23,502,819

Repayment of principal and interest maturities is made from sales taxes. Also, for governmental activities, compensated absences, pension obligations, and net other postemployment benefit obligations are generally liquidated by the general fund.

Under State law, the City's legal debt may not exceed 20% of the total assessed value of real and personal property within the City. At September 30, 2016, the permissible debt limit exceeded actual debt by approximately $346.1 million.

NOTE 9 - CURRENT BOND REFUNDING & DEFEASANCE OF PRIOR DEBT

Current Bond Refunding On February 11, 2016 the City issued $39,402,000 General Obligation Refunding Warrants, Series 2016 with interest of 4.5 to 5 percent per annum. The Series 2016 Warrants were issued for the purpose of refunding the City's General Obligation Refunding and Improvement Warrants, Series 2006.

64 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Simultaneously with the sale and issuance of the Series 2016 Warrants, the City entered into a trust agreement requiring the City to deposit with a bank trustee (Escrow Trustee) certain monies out of the principal proceeds to be derived by the City from the sale of the Series 2016 Warrants. The amount of $40,164,422 was transferred to the Escrow Trustee to provide for the redemption and prepayment of the Series 2006 Warrants. Of this amount, $903,829.96 represents additional contribution of unspent proceeds from previous issuances.

Substantially all of such monies are required to be invested by the Escrow Trustee in United States Treasury obligations. On March 2, 2016, the 2006 Series Warrants were called at a redemption price of 100% of the principal amount to be redeemed plus accrued interest to the date of redemption. The total debt service related to the refunded Series 2006 warrants would have been $54,876,582.54 (net of a $903,829.96 contribution of unspent proceeds). The Series 2016 Warrants have debt service requirements totaling $47,314,470.72. The net effect of the issuance was a $7,562,111.82 decrease in total debt service payments through the 2030 fiscal year. The issuance resulted in an economic gain of $7,562,111.82 in gross savings, or $6,306,914.88 in present value savings.

NOTE 10 - RETIREMENT PLANS AND OTHER EMPLOYEE BENEFITS

The City contributes to three retirement plans covering substantially all of its employees. Contributions by the City to the three plans during the year are summarized as follows:

Plan Contributions Employees' Retirement System of Alabama (ERS) $ 4,960,435 Police and Firefighters Retirement Plan (PFFRP) 19,701,945 General Municipal Employee Pension Trust Fund (GMEPTF) 8,911 Total $ 24,671,291

In addition to the above, the City has entered into an agreement and declaration of trust with Transit Management of Mobile, Inc. (the contracted operator), which contractually obligates the City (as plan sponsor) to reimburse the contracted Operator for payment of any pension plan or other employee benefits.

Employees' Retirement System of Alabama

General Plan Information

All of the City's employees, other than sworn police and certified fire-rescue employees, participate in the Employees' Retirement System of Alabama.

65 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Plan description. The Employees' Retirement System of Alabama (ERS), an agency multiple-employer plan, was established October 1, 1945 under the provisions of Act 515 of the Legislature of 1945 for the purpose of providing retirement allowances and other specified benefits for state employees, State Police, and on an elective basis, to all cities, counties, towns and quasi-public organizations. The responsibility for the general administration and operation of ERS is vested in its Board of Control. The ERS Board of Control consists of 13 trustees. The Plan is administered by the Retirement Systems of Alabama (RSA). Title 36-Chapter 27 of the Code of Alabama grants the authority to establish and amend the benefit terms to the ERS Board of Control. The Plan issues a publicly available financial report that can be obtained at www.rsa-al.gov.

The ERS Board of Control consists of 13 trustees as follows: 1. The Governor, ex officio. 2. The State Treasurer, ex officio. 3. The State Personnel Director, ex officio. 4. The State Director of Finance, ex officio. 5. Three vested members of ERS appointed by the Governor for a term of four years, no two of whom are from the same department of state government nor from any department of which an ex officio trustee is the head. 6. Six members of ERS who are elected by members from the same category of ERS for a term of four years as follows: a. Two retired members with one from the ranks of retired state employees and one from the ranks of retired employees of a city, county, or public agency each of whom is an active beneficiary of ERS. b. Two vested active state employees. c. Two vested active employees of an employer participating in ERS pursuant to Sec. 36- 27-6.

Benefits provided. State law establishes retirement benefits as well as death and disability benefits and any ad hoc increase in postretirement benefits for the ERS.

City members are classified as Tier 1 or Tier 2 employees with different benefits and contribution rates. Employees having any ERS service prior to January 1, 2013 are classified as Tier 1 participants. Employees hired on or after January 1, 2013 with no previous creditable retirement service are classified as Tier 2 participants. The Tier 2 benefit classification was established by Act 377 of the Legislature of 2012.

Tier 1 and Tier 2 participants vest after 10 years of service. Members may not convert unused sick leave to retirement credit in order to meet the minimum 10 years of service required for vesting.

66 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

For Tier 1 participants, a member attaining the earlier of age 60 with 10 years of creditable service or after completing 25 or more creditable years of service (regardless of age) are entitled to an annual retirement benefit, payable monthly for life. Eligible members may convert unused sick leave days to service credit to meet the minimum requirement for service retirement. Service and disability retirement benefits are based on a guaranteed minimum or a formula method, with the member receiving payment under the method that yields the highest monthly benefit. Under the formula method, members of the ERS are allowed 2.0125% of their average final compensation (highest 3 of the last 10 years) for each year of service.

For Tier 2 participants, a member is eligible to retire the first day of the month following attainment of age 62 with 10 years of creditable service and are entitled to an annual retirement benefit, payable monthly for life. Members can only retire on the first day of any month they are eligible. Service and disability retirement benefits are based on a guaranteed minimum or a formula method, with the member receiving payment under the method that yields the highest monthly benefit. Under the formula method, Tier 2 members of the ERS are allowed 1.65% of their average final compensation (highest 5 of the last 10 years) for each year of service.

Members are eligible for disability retirement if they have 10 years of credible service, are currently in- service, and determined by the RSA Medical Board to be permanently incapacitated from further performance of duty. Preretirement death benefits are calculated and paid to the beneficiary on the member's age, service credit, employment status and eligibility for retirement.

Membership. The ERS serves approximately 846 local participating employers. These participating employers include 287 cities, 65 counties, and 494 other public entities. City of Mobile ERS membership as of September 30, 2015 consisted of:

Category Members Retired members or their beneficiaries currently receiving benefits 706 Vested inactive members 24 Non-vested inactive members 75 Active members 1,228 Post-DROP retired members still in active service 14 Total 2,047

Contributions. City Tier 1 employees participating in the Plan are required to contribute 5% of their earnable compensation to the Plan. Tier 2 employees participating in the Plan are required to contribute 6% of their earnable compensation to the Plan. Earnable compensation cannot exceed 120% of base pay for Tier 1 and 125% of base pay for Tier 2 participants. Member contributions are not accessible to the employee unless he or she should terminate employment and apply for a refund of contributions and eligible interest.

67 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

The ERS establishes rates based upon an actuarially determined rate recommended by an independent actuary. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with additional amounts to finance any unfunded accrued liability, the pre-retirement death benefit and administrative expenses of the Plan. For the year ended September 30, 2016, the City's active employee contribution rate was 5.00% percent of covered payroll, and the City's average contribution rate to fund the normal and accrued liability costs was 10.23% of covered payroll.

The City's contractually required contribution rate for Tier 1 employer contributions during fiscal 2016 were based on 11.25% of pensionable pay. Tier 2 employer contributions during fiscal 2016 were based on 9.05% of pensionable pay. These required contribution rates are based upon the actuarial valuation dated September 30, 2013, a percent of annual pensionable payroll, and actuarially determined as an amount that, when combined with member contributions, is expected to finance the costs of benefits earned by members during the year, with an additional amount to finance any unfunded accrued liability. Total contributions to the Plan in fiscal year 2016 amounted to $7,333,204 of which $4,960,435 and $2,372,769 were made by the City of Mobile and its employees respectively.

Net Pension Liability

The City's net pension liability was measured as of September 30, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of September 30, 2014 rolled forward to September 30, 2015 using standard roll-forward techniques shown in the following table:

Roll-Forward of the Total Pension Liability Expected Actual Total pension liability as of September 30, 2014 (a) $ 194,194,836 $ 192,347,783 Entry Age Normal Cost for October 1, 2014 - September 30, 2015 (b) 3,700,746 3,700,746 Actual Benefit Payments and Refunds for October 1, 2014 - September 30, 2015 (c) (13,800,512) (13,800,512) Total Pension Liability as of September 30, 2015 [(a) x (1.08)] + (b) - [(c) x (1.04)] $ 199,078,636 $ 197,083,819 Difference between Expected and Actual Experience (Gain)/Loss $ (1,994,817)

Actuarial assumptions. The total pension liability in the September 30, 2014 actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement:

Inflation 3.00% Salary increases 3.75% - 7.25% Investment rate of return* 8.00% *Net of pension plan investment expense

68 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Mortality rates for ERS were based on the RP-2000 Combined Mortality Table Projected with Scale AA to 2015 set forward three years for males and two years for females. The rates of mortality for the period after disability retirement are according to the sex distinct RP-2000 Disability Mortality Table.

The actuarial assumptions used in the September 30, 2014 valuation were based on the results of an investigation of the economic and demographic experience for the ERS based upon participant data. The actuarial methods and assumptions used will be those last adopted by the Board based upon the advice and recommendation of the actuary including the Interest Smoothing methodology. The actuary shall conduct an investigation into the system’s experience at least every five years and utilize the results of the investigation to form the basis for those recommendations which shall include the Interest Smoothing Methodology.

The long-term expected rate of return on pension plan investments was determined using a log-normal distribution analysis in which best-estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation.

The target asset allocation and best estimates of geometric real rates of return for each major asset class are as follows:

Long-Term Target Expected Rate Allocation of Return* Fixed income 25.00% 5.00% U.S. large stocks 34.00% 9.00% U.S. mid stocks 8.00% 12.00% U.S. small stocks 3.00% 15.00% International developed market stocks 15.00% 11.00% International emerging market stocks 3.00% 16.00% Real estate 10.00% 7.50% Cash 2.00% 1.50% Total 100.00% *Includes assumed rate of inflation of 2.50%

Discount rate. The discount rate used to measure the total pension liability was the long term rate of return, 8%. The projection of cash flows used to determine the discount rate assumed that Plan member contributions will be made at the current contribution rate and that the employer contribution rates will be made in accordance with the funding policy adopted by the ERS Board of Control. Based on those assumptions, components of the Plan's fiduciary net position were projected to be available to make all projected future benefit payments of current Plan members. Therefore, the long-term expected rate of return on Plan investments was applied to all periods of projected benefit payments to determine the total pension liability.

69 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Changes in Net Pension Liability

Increase (Decrease) Total Pension Plan Fiduciary Net Pension Liability Net Position Liability Changes in Net Pension Liability (a) (b) (a)-(b) Balances at 9/30/2014 $ 194,194,836 $ 143,038,689 $ 51,156,147 Changes for the year: - Service cost 3,700,746 3,700,746 Interest 14,983,566 14,983,566 Differences between expected and actual experience (1,994,817) (1,994,817) Contributions-employer 4,996,104 (4,996,104) Contributions-employee 2,362,148 (2,362,148) Net investment income 1,659,058 (1,659,058) Benefit payments, including refunds of employee contributions (13,800,512) (13,800,512) - Administrative expense - Changes in benefit terms - Changes in assumptions or other inputs - Transfers among employers - 50,472 (50,472) Net changes 2,888,983 (4,732,730) 7,621,713 Balances at 9/30/2015 $ 197,083,819 $ 138,305,959 $ 58,777,860

Sensitivity of the net pension liability to changes in the discount rate. The following table presents the City's net pension liability calculated using the discount rate of 8%, as well as what the City's proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage point lower (7%) or 1-percentage point higher (9%) than the current rate:

1% Current 1% Decrease Discount Increase (7.00%) Rate (8.00%) (9.00%) City's Net Pension Liability$ 78,363,573 $ 58,777,860 $ 42,024,793

Pension plan fiduciary net position. Detailed information about the pension plan's fiduciary net position is available in the separately issued RSA Comprehensive Annual Report for the fiscal year ended September 30, 2015. The Plan's fiduciary net position has been determined on the same basis used by the Plan. The supporting actuarial information is included in the GASB Statement No. 68 Report for the ERS prepared as of September 30, 2015. The auditor's report dated January 15, 2016 on the Schedule of Changes in Fiduciary Net Position by Employer and accompanying notes is also available. The additional financial and actuarial information is available at www.rsa-al.gov.

70 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Pension Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions

For the year ended September 30, 2016 the City recognized pension expense (income) of $5,570,987.

Components of pension expense are as follows: Service Cost $ 3,700,746 Interest on the total pension liability 14,983,566 Current-period benefit changes - Expensed portion of the current-period difference between expected and actual experience (376,381) Expensed portion of current-period changes of assumptions - Member contributions (2,362,148) Projected earnings on plan investments (11,187,424) Expensed portion of current-period differences between actual and projected earnings on plan investments 1,905,673 Transfers among employers (50,472) Recognition of beginning deferred outflows as pension expense - Recognition of beginning deferred inflows as pension expense (1,042,573) Pension Expense (Income) $ 5,570,987

At September 30, 2016, the City reported deferred outflows of resources and deferred inflows of resources related to ERS pension of the following sources:

Deferred Deferred Outflows Inflows of Resources of Resources Differences between expected and actual experience $ - $ 1,618,436 Changes of assumptions or other inputs - - Net difference between projected and actual earnings on pension plan investments 4,494,976 - Employer contributions subsequent to the measurement date* 4,791,994 - Total $ 9,286,970 $ 1,618,436

*Employer contributions made from 10/01/2015-09/30/2016, related to normal and accrued liability components of employer rate net of any refunds or error service payments. These amounts will be recognized in 2017 as a reduction of the net pension liability.

71 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Amounts reported as deferred outflows of resources and deferred inflows of resources to ERS pension will be recognized in pension expense as follows:

Deferred Deferred Outflows Inflows Year ended September 30: of Resources of Resources Net 2017 5,655,094$ $ (376,381) $ 5,278,713 2018 863,100 (376,381) 486,719 2019 863,102 (376,381) 486,721 2020 1,905,674 (376,381) 1,529,293 2021 - (112,912) (112,912) Thereafter - - - 9,286,970$ $ (1,618,436) $ 7,668,534

Police and Firefighters Retirement Plan

General Plan Information

Plan description. The Police and Firefighters Retirement Plan (PFFRP) is a single-employer defined benefit pension plan. The Plan was established by an Act of the Alabama State Legislature (the Act) on September 2, 1964. Every member of the police and fire departments of the City, except for civilian employees hired on or after April 15, 1985, certain civilian employees hired before April 15, 1985, and certain policemen and firemen who elected not to participate during a temporary period of discretionary participation, participates in the PFFRP.

The responsibilities for general administration of the Plan are entrusted to a Board of Trustees made up of three elected police officers, three elected firefighters, the Executive Director of Financial Services for the City of Mobile and two members appointed by the governing body of the City of Mobile. The Plan's assets are held in trust by The Bank of New York Mellon. Plan benefit provisions were established and may be amended by the Plan's Board of Trustees subject to approval by the City of Mobile City Council. Cost of living adjustments may be provided by the Plan's Board of Trustees after consultation with its actuary and other advisors. Contribution requirements were established and may be amended subject to approval by the Board of Trustees and the City of Mobile City Council. Certain administrative functions are performed by the City. Those employees are not compensated by the Plan nor are they members of the Plan.

The City may terminate the Plan with consent of the majority of the participants for any reason at any time. In the case of termination, the rights of the participants to their benefits as of the date of termination, to the extent then funded or protected by law, if greater, shall be non-forfeitable.

The PFFRP issues a stand-alone financial report which may be obtained by contacting the Mobile Police and Firefighters' Retirement Plan Board at Post Office Box 1827, Mobile, AL 36633-1827.

72 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Benefits provided. Participants in the PFFRP are entitled to certain benefits depending upon whether sufficient assets are in the fund to cover the benefits. The Plan provides for retirement, disability, and death benefits. Also, the Plan provides for certain types of benefits including a Deferred Retirement Option Plan (DROP).

Retirement. The Plan provides that a participant, who was hired prior to March 28, 1990, with at least 20 years of service (the last 10 years of which are consecutive) and who has attained 50 years of age, may retire and receive a monthly payment equal to 2.5% of his or her final average salary (average of the highest salary for 36 months of the previous ten years of service) multiplied by the number of years in service and divided by twelve. The benefit, however, cannot exceed 75% of the participant's final average salary. The Plan provides that a participant, who was hired on or after March 28, 1990, with 20 years of service (the last 10 years of which are consecutive) and who has attained 55 years of age, may retire and receive a monthly payment equal to 2.5% of his or her final average salary (average of the highest salary for 60 months of the previous ten years of service) multiplied by the first 20 years of service, and 2.25% of his or her final average salary for years of service in excess of 20 years. The benefit, however, is not to exceed 72.5% of the participant's final average salary.

DROP. Effective October 1, 1997, the Plan was amended to provide for the addition of a Deferred Retirement Option Plan (DROP). The DROP program is available for participants who are eligible for retirement and who wish to continue their respective jobs with the police or fire departments. Those retirees who elect the DROP will have their monthly retirement benefits accumulated in a DROP account. DROP accounts earn a rate of interest that is based on the actual investment return of the fund for the prior Plan year, less two percent, if the return is at least equal to the assumed investment return.

Disability. If a participating member of the police or fire department who has at least 15 years of service becomes permanently physically or mentally disabled other than while performing his or her duties as a uniformed officer by reason other than hypertension, heart disease, respiratory disease, AIDS, hepatitis, or cancer, he or she shall receive a monthly disability benefit equal to 2.5% of his or her final salary multiplied by his or her years of service, but not more than 60% of his or her final salary. If any participant becomes permanently physically or mentally disabled while performing his or her duties as a uniformed officer other than due to hypertension, heart disease, respiratory disease, AIDS, hepatitis, or cancer; or, any participant who has completed three years of service as a uniformed officer becomes permanently physically or mentally disabled due to hypertension, heart disease, respiratory disease, AIDS, hepatitis, or cancer, the participant shall receive a monthly disability benefit equal to 45% of his or her final salary at the time the participant became disabled. However, any participant who can demonstrate to the Board of Trustees that he or she is totally disabled from gainful employment, he or she shall receive a disability benefit equal to 60% of his or her final salary at the time the participant became disabled.

Other. Whenever the employment of a participant of the Plan is terminated other than by reason of death or disability after completion of 15 years of service (the last ten years without a break in service exceeding one year), he or she shall receive a pension beginning on the first day following the latest of his or her termination of employment or on his or her 65th birthday. If a participant terminates employment prior to 15 years of service for causes other than death or disability, he or she will receive a refund of his or her contributions excluding interest.

73 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Death. Whenever the employment of a participant is terminated by death before eligibility for pension benefits has been established, the contributions of such participant to the Plan shall be refunded in a lump sum plus up to $5,000 in matching benefits, without interest, to the named beneficiary on file with the Plan secretary. If a participant who is eligible for a retirement benefit dies prior to his or her annuity starting date, his or her eligible family members shall receive a benefit equal to the greater of, (1) the benefit they would have received had the participant met the requirements of the Plan, as the case may be, retired or terminated employment on the day preceding his or her death and begun to receive his or her benefit in accordance with the 50% survivor's benefit, or (2) in a single lump sum equal to the lesser of twice the participant's contributions to the Plan plus $5,000.

Contributions. The Act requires that employees who have earned less than 30 years of service contribute to the fund 8% of their basic salary, as defined by the Plan. Employer contributions are actuarially determined. The City is required to contribute an amount each plan year which, when added to the member contributions and other contributions for that plan year, is equal to the actuarially determined contribution for that plan year. The City's contribution is determined as of each October 1 and the contribution must be made within 18 months of that October 1. Also contributed by the City are 5% of certain Municipal Court fines and 2% of the gross fire insurance premiums collected on policies which cover property within the City of Mobile limits and its police jurisdiction. These receipts are included in employer contributions. The City reimburses the PFFRP for the liability for the pre-retirement lump sum death benefit equal to a match of the employee contributions up to $5,000.

For the year ended September 30, 2016, the City's active employee contribution rate was 8.22 percent of covered payroll, and the City's average contribution rate to fund the normal and accrued liability costs was 54.05% percent of covered payroll. Total contributions to the Plan during fiscal year 2016 amounted to $22,697, 695 of which $19,701,945 and $2,995,750 were made by the City of Mobile and its employees respectively. Future contributions from the employer and employees are assumed to be made as legally required.

Membership. Participation in the Plan as of October 1, 2015, according to the latest actuarial valuations, was comprised of the following:

Category Members Active members: Regular active members 933 DROP program members 25 Inactive employees and beneficiaries currently receiving benefits: Retired - service retirement 542 Retired - disability retirement 43 Retired - beneficiaries 142 Inactive employees entitled to but not yet receiving a benefit: Deferred vested members 16 Total, as of October 1, 2015 1,701

74 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Net Pension Liability

The City's net pension liability was measured as of September 30, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of October 1, 2014 rolled forward to September 30, 2015 using the following actuarial assumptions, applied to all periods included in the measurement.

Actuarial assumptions. Discount rate 7.32% Investment rate of return, net of pension plan investment expense, including inflation 7.00% Inflation 2.50% Salary increases 3.00% Cost-of-living increases 2.50% (only for those who retired during the period October 1, 1977 through April 14, 1985)

The actuarial assumptions used in the October 1, 2014 valuation were based on results of an actuarial experience study for the period October 1, 2005 through September 30, 2014.

The discount rate used to measure the total pension liability was 7.32 percent. The projection of cash flows used to determine the discount rate assumed that Plan member contributions will be made at the current contribution rates and the member rate. Based on those assumptions, the Plan's fiduciary net position was projected to be available to make all projected future benefit payments of current Plan members. Therefore, the long-term expected rate of return on Plan investments was applied to all periods of projected benefit payments to determine the total pension liability.

Mortality rates were based on the sex-distinct rates set forth in the RP-2000 Mortality Table for annuitants, projected to 2015 by Scale AA, as published by the Internal Revenue Service (IRS) for purposes of Internal Revenue Code (IRC) section 430. Future generational improvements in mortality have not been reflected.

For retirement, 25% of eligible participants are assumed to retire at age 50, 20% are assumed to retire at each of ages 51 and 52, 55% are assumed to retire at age 53, 33% are assumed to retire at age 54, 35% are assumed to retire at age 55, 30% are assumed to retire at age 56, 25% are assumed to retire at age 57, 20% are assumed to retire at age 58, 15% are assumed to retire at age 59, 20% are assumed to retire at each of ages 60 and 61, and 100% of participants are assumed to retire at age 62.

Assumed employment termination is based on age, ranging from 7.07% at age 20 to 0.00% at age 50. Assumed disability is based on age, ranging from 0.19% at age 30 to 0.67% at age 65.

The long-term expected rate of return on Plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of investment expense and inflation) are developed for each asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation.

75 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Best estimates of arithmetic real rates of return for each major asset class are as follows:

Long-Term Target Expected Rate Allocation of Return Broad equity markets 5.00% 6.01% Domestic large cap equity 28.00% 6.91% Domestic mid cap equity 9.50% 8.91% Domestic small cap equity 9.50% 5.01% International equity 10.00% 3.31% Domestic fixed equity 25.00% 0.81% Alternative investments 13.00% 7.51% Total 100.00% 5.07%

Changes in Net Pension Liability

Increase (Decrease) Total Pension Plan Fiduciary Net Pension Liability Net Position Liability Changes in Net Pension Liability (a) (b) (a)-(b) Balances at 9/30/2014 $ 258,973,587 $ 151,689,814 $ 107,283,773 Changes for the year: Service cost 1,501,441 - 1,501,441 Expected interest growth 18,407,492 11,091,513 7,315,979 Unexpected investment income (17,973,235) 17,973,235 Demographic experience 1,341,073 - 1,341,073 Contributions-employer 16,354,458 (16,354,458) Contributions-employee 2,969,379 (2,969,379) Benefit payments, including refunds of employee contributions (19,657,648) (19,657,648) - Administrative expense (4,989) 4,989 Changes in benefit terms - Assumption changes - Net changes 1,592,358 (7,220,522) 8,812,880 Balances at 9/30/2015 $ 260,565,945 $ 144,469,292 $ 116,096,653

Sensitivity of the net pension liability to changes in the discount rate. The following table presents the City's total pension liability calculated using the discount rate of 7.32%, as well as what the City's proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage point lower (6.32%) or 1-percentage point higher (8.32%) than the current rate:

1% Current 1% Decrease Discount Increase (6.32%) Rate (7.32%) (8.32%) City's Net Pension Liability $ 146,000,078 $ 116,096,653 91,572,244$

76 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Pension plan fiduciary net position. Detailed information about the Plan's fiduciary net position is available in the separately issued annual financial report. The Plan's fiduciary net position has been determined on the same basis used by the Plan and is equal to the market value of assets calculated under the accrual basis of accounting.

Pension Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions

For the year ended September 30, 2016 the City recognized pension expense (income) of $9,504,811.

Components of pension expense are as follows: Service Cost $ 1,501,441 Expected interest growth 7,315,979 Investment gain/loss 3,551,626 Demographic gain/loss 100,155 Employee contributions (2,969,379) Benefit payments and refunds - Administrative expenses 4,989 Changes in benefit terms Changes in assumptions or other inputs Pension Expense (Income) for the year ended 9/30/2016 $ 9,504,811

At September 30, 2016, the City reported deferred outflows of resources and deferred inflows of resources related to PFFRP of the following sources:

Deferred Outflows Deferred Inflows of Resources of Resources Balance as of September 30, 2014 $ - $ 172,082 Amortization payments (3,694,802) (43,021) Investment gain/loss 17,973,235 - Demographic gain/loss 1,341,073 - Changes in assumptions or other inputs - -

Employer contributions subsequent to the measurement date* 19,701,944 Balance as of September 30, 2015 $ 35,321,450 $ 129,061

*Employer contributions made from 10/01/2015-09/30/2016, related to normal and accrued liability components of employer rate net of any refunds or error service payments. This amounts will be recognized in 2017 as a reduction of the net pension liability.

77 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Amounts reported as deferred outflows of resources and deferred inflows of resources to PFFRP pension will be recognized in pension expense as follows:

Deferred Deferred Outflows Inflows Year ended September 30: of Resources of Resources Net 2016 $ 3,694,802 $ (43,021) $ 3,651,781 2017 3,694,802 (43,021) 3,651,781 2018 3,694,802 (43,019) 3,651,783 2019 3,694,802 3,694,802 2020 100,155 100,155 2021 100,155 100,155 Thereafter 639,988 639,988 $ 15,619,506 $ (129,061) 15,490,445$

General Municipal Employee Pension Trust Fund - In 1968, a significant curtailment with respect to participation in the GMEPTF occurred, the effect of which rendered the Plan virtually inactive. Participation in the pension fund by City employees hired after 1968 was ended. Eligible employees in 1968 were able to elect participation in the Employees' Retirement System of Alabama plus some combination of benefits under the GMEPTF.

The pension fund was insolvent at the date of the change in the Plan. The City plans to fund benefits under the GMEPTF as they become due.

At September 30, 2016, the Fund had no assets; accordingly, the City will pay benefits as needed from the General Fund. Annually, the City reviews the Plan for significant changes in actuarial assumptions. As a result of such a review as of September 30, 2016, the City has determined that an actuarial update is not required due to the discontinuance of participation in the Plan, stable actuarial assumptions, the annual diminishment of the estimated pension liability resulting from benefit payments, the relative insignificance and immateriality of the Plan to the financial position and results of operation of the City. Benefits paid by the City under the GMEPTF during the year ended September 30, 2016 were $8,911.

Transit Workers Pension Plan

General Plan Information

Plan description. On June 30, 2003, the City entered into an agreement and declaration of trust (the trust agreement) with Transit Management of Mobile, Inc. (the contracted Operator), to be retroactively effective to July 1, 2002 which contractually obligated the City (as Plan sponsor) to reimburse the contracted Operator for the payment of any pension plan or other employee benefits. The trust agreement establishes the Transit Workers Pension Plan (TWPP), a single-employer defined benefit pension plan, for the purpose of providing pension benefits to participants, retired participants and beneficiaries that are equivalent to those benefits that were previously offered under the Employees Retirement Systems of Alabama (ERS).

78 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

The TWPP covers employees of the contracted Operator (former employees of the City) and was established under the Urban Mass Transportation Act, specifically 49 U.S.C. section 1609, which requires provisions for the preservation of rights, privileges and benefits, including the continuation of pension rights and benefits. All full-time employees of the contracted Operator, other than the general manager, are eligible to participate in the Plan. The plan year begins July 1, and ends June 30.

The responsibilities for general administration of the Plan are entrusted to an independent Board of Trustees. The Plan's assets are held in trust by Regions Morgan Keegan Trust. The Board of Trustees may terminate the Plan at any time for any reason, provided that such termination is permitted by State law. Upon termination of the Plan or the complete termination of contributions to the Plan, the rights of all participants to benefits accrued to the date of such termination or discontinuance to the extent funded shall be non-forfeitable.

The TWPP issues a stand-alone financial report which may be obtained by contacting the Board of Trustees of the TWPP at 1224 West 1-65 Service Road South, Mobile, AL 36609.

Benefits provided. The Plan provides retirement benefits as well as death and disability benefits. Members vest after 5 years of service. Employees attaining the earlier of age 60 or completing 25 or more creditable years of service (regardless of age) are entitled to an annual retirement benefit, payable monthly for life. Participants receive credited service for all periods of full-time covered employment as well as for the period during which the participant was a member of the ERS, including periods of purchased creditable service under the ERS, as well as for the period beginning with the date the participant was no longer an active member of ERS and ending on June 30, 2002. Members receive payments based on 2.0125% of average monthly compensation (best 3 of the last 10 years) multiplied by credited service, offset by the monthly accrued benefit payable from the ERS and attributable to service recognized as credited service under the Plan. The Plan permits early retirement at the age of 60 upon completion of 5 years of creditable service.

Active employees who become disabled receive disability benefits which are calculated in the same manner as that used for service retirement benefits. These benefits are paid until the earlier of death or recovery from disability. If an active employee dies, his or her designated beneficiary receives payments, not to exceed the balance of his or her vested contributions plus the member's annual earnings from the previous fiscal year at date of death. The beneficiary has the option of receiving an initial lump sum or to receive monthly payments until the designated amount is paid in full.

If a member's employment is terminated before the member is eligible for any other benefits under the Plan, the member shall receive a single lump sum payment equal to accumulated contributions plus interest credited at 4% per year compounded annually (for participants who have earned less than five years of credited service), or a monthly accrued benefit payable at normal retirement age calculated in the same manner as that used for service retirement benefits (for participants who have earned at least five years of credited service).

No changes were made to the benefit terms from the prior measurement date.

79 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Contributions. The City of Mobile is required to contribute at an actuarially determined amount each plan year. The City's contribution is determined as of each July 1. At a minimum, the City will make such contributions as are necessary to fund the Plan in accordance with the minimum funding standards set forth in Code section 412 as if the Plan were otherwise subject to such funding standards and in accordance with any other applicable State law. The normal cost has been increased by $20,000 per year to finance the administrative expenses of the Plan. Employees participating in the Plan are required to contribute 5% of their earnings to the Plan. Employer and employee contribution requirement may be amended by Ordinance of the City of Mobile City Council.

For the year ended September 30, 2016, the City's active employee contribution rate was 5% of covered payroll, and the City's average contribution rate to fund the normal and accrued liability costs was 7.74% percent of covered payroll. Total contributions to the pension plan during plan fiscal year 2016 amounted to $508,501 of which $280,573 and $227,928 were made by the City of Mobile and the Wave Transit employees respectively. Future contributions from the employer and employees are assumed to be made as legally required.

Membership. Participation in the Plan as of July 1, 2015, according to the latest actuarial valuations, was comprised of the following:

Category Members Retirees and beneficiaries currently receiving benefits 28 Vested terminated employees 7 Active employees 124 Total 159

Net Pension Liability

The City's net pension liability was measured as of June 30, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date.

Actuarial assumptions.

Discount rate 4.75% Inflation 2.00% Salary increases 4.00% Cost-of-living increases None assumed

80 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

The discount rate used to measure the total pension liability was 4.75 percent. The projection of cash flows used to determine the discount rate assumed that employee contributions will be made at the current contribution rate and that City contributions will be made at rates equal to the difference between actuarially determined contribution rates and the employee rate. Based on those assumptions, the pension plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability.

The long-term expected rate of return on Plan investments was determined using a building-block method in which best estimate ranges of expected future real rates of return (expected returns, net of investment expense and inflation) are developed for each asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. Best estimates of weighted arithmetic real rates of return for each major asset class are as follows:

Long-Term Target Expected Rate Allocation of Return International developed equity 11.31% 5.06% International emerging equity 1.87% 6.27% U.S. large cap equity 26.96% 4.66% U.S. mid cap equity 6.92% 5.26% U.S. small cap equity 6.66% 5.76% Foreign bond 1.09% 0.47% High yield bond 1.11% 2.22% U.S. core fixed income 32.58% 0.24% Cash 11.50% 0.07% Total 100.00% 2.75%

81 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Changes in Net Pension Liability

Increase (Decrease) Total Pension Plan Fiduciary Net Pension Liability Net Position Liability Changes in Net Pension Liability (a) (b) (a)-(b) Balances at 6/30/2015: $ 14,326,862 $ 10,556,852 $ 3,770,010 Changes for the year: Service cost 855,623 855,623 Interest 710,345 173,650 536,695 Differences between expected and actual experience (760,649) (760,649) Contributions-employer 280,573 (280,573) Contributions-employee 227,928 (227,928) Benefit payments, including refunds of employee contributions (340,857) (340,857) - Administrative expense (19,280) 19,280 Changes in benefit terms - Assumption changes 26,156 26,156 Net changes 490,618 322,014 168,604 Balances at 6/30/2016: $ 14,817,480 $ 10,878,866 $ 3,938,614

Sensitivity of the net pension liability to changes in the discount rate. The following table presents the City's total pension liability calculated using the discount rate of 4.75%, as well as what the City's proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage point lower (3.75%) or 1-percentage point higher (5.75%) than the current rate:

1% Current 1% Decrease Discount Increase (3.75%) Rate (4.75%) (5.75%) City's Net Pension Liability $ 6,069,861 $ 3,938,614 $ 2,192,280

Pension Plan fiduciary net position. The Plan issues a stand-alone financial report each year, which contains information about the Plan's fiduciary net position. The Plan's fiduciary net position has been determined on the same basis used by the Plan and is equal to the market value of assets calculated under the accrual basis of accounting. This report is available to the public at the Plan's administrative office: Human Resources Department, The Wave Transit System, 1224 West I-65 Service Road South, Mobile, AL 36609, (251) 344-6600.

82 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Pension Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions

For the year ended September 30, 2016 the City recognized pension expense (income) of $889,684.

Components of pension expense are as follows: Service Cost $ 855,623 Expected interest growth 205,412 Investment gain/loss (6,694) Demographic gain/loss 52,188 Employee contributions (227,928) Administrative expenses 19,280 Changes in benefit terms - Changes in assumptions or other inputs (8,197) Pension Expense (Income) $ 889,684

At September 30, 2016, the City reported deferred outflows of resources and deferred inflows of resources related to WTPP of the following sources: Deferred Deferred Outflows Inflows of Resources of Resources Balance as of September 30, 2015 $ 1,332,366 $ 454,930 Amortization payments (264,739) (227,442) Investment gain/loss 331,283 - Demographic gain/loss - 760,649 Changes in assumptions or other inputs 26,156 - Net changes 92,700 533,207 Balance as of September 30, 2016 $ 1,425,066 $ 988,137

Amounts reported as deferred outflows of resources and deferred inflows of resources to WTPP pension will be recognized in pension expense as follows:

Deferred Deferred Outflows Inflows Year ended September 30: of Resources of Resources Net 2017 $ 264,739 $ (227,442) $ 37,297 2018 264,739 (227,442) 37,297 2019 264,737 (103,452) 161,285 2020 213,698 (103,452) 110,246 2021 147,443 (103,452) 43,991 Thereafter 269,710 (222,897) 46,813 $ 1,425,066 $ (988,137) $ 436,929

83 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Other Post-Employment Benefits (OPEBs)

The City provides post-employment health care coverage, including dental benefits, and life insurance, as allowed by Alabama state laws, to eligible individuals on a pay-as-you-go basis. With respect to retirees, life insurance is equal to $6,000 for former employees and $2,000 for each covered dependent and is a fully-insured benefit provided by an insurance company selected periodically by the City. With respect to disabled employees for the first 12 months of disability prior to age 65, life insurance is equal to the lesser of two times annual salary or $75,000 plus an accidental death and dismemberment benefit of the same amount. The cost of retiree health care, dental care and life insurance benefits is recognized as an expenditure as claims are paid. For fiscal year 2016, those costs totaled approximately $5,110,427 and the liability for incurred and not paid claims totaled $2,562,300.

Eligible Individuals: Eligible individuals include all regular, full-time employees of the City who were hired prior to 2015 and their spouses and dependent children who are covered on the date of the employee's retirement, disability, or death, as applicable. General employees must be age 60 with at least 10 years of service with the City out of the last 12 years of employment or any age with at least 25 years of service, of which at least the last 10 years were in active employment with the City and at least 20 years were under the Mobile County Merit System. Alternatively, general employees with at least 10 years of service who become eligible for a disability pension under the Retirement System of Alabama (RSA) will also be eligible for coverage. Police and fire employees must be age 50 (if hired prior to March 28, 1990) or age 55 (otherwise) with at least 20 years of service or must become eligible for a disability pension from the Police and Firefighters Retirement Plan. Alternatively, police and fire employees who terminate their employment prior to retirement, but who have earned at least 20 years of service, will also be eligible for coverage, provided that they pay the COBRA premium during the deferral period prior to their retirement. All other employees who terminate their employment are eligible for COBRA coverage. Spouses of deceased employees or retirees are also eligible for COBRA coverage prior to age 65.

Required Monthly Premium for Post-Employment Benefit Coverage: Retirees must pay the required monthly premium for either single or family coverage, as applicable. During fiscal year 2016, retirees have been assumed to make monthly contributions equal to $72 for single coverage and $188 for family coverage. COBRA contributions for the same period have been assumed to be $361 per month for single coverage and $939 per month for family coverage. Dependents of deceased retirees may pay the monthly retiree rate for up to 12 months after the retiree's death, but must pay the monthly COBRA premium thereafter. Dependents of employees who either have earned at least 10 years of service or die in the line of duty are eligible to pay the same premium. All other terminated employees and dependents must pay the COBRA premium for continued coverage.

Annual OPEB Cost and Net OPEB Obligation: The City's annual other postemployment benefit (OPEB) cost (expense) is calculated based on the annual required contribution of the employer (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 funding excess) over a period of time.

84 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

The following table shows the components of the City's annual OPEB cost for the year, the amount actually contributed to the plan, and changes in the City's net OPEB obligation to the OPEB Plan:

As of September 30, 2016 Annual OPEB Cost $ 20,025,000 Employer Contributions (10,196,000) Interest on Employer Contributions (202,000) Increase in the Net OPEB Obligation 9,627,000 Net OPEB Obligation, beginning of year 191,438,000 Net OPEB Obligation, end of year$ 201,065,000

Development of the Annual OPEB Cost: ARC $ 28,923,000 Interest on the Net OPEB Obligation 7,658,000 Adjustment to the ARC (16,556,000) Total Annual OPEB Cost $ 20,025,000

Trend information for the OPEB Plan:

Annual Required Contribution Percentage Annual OPEB % Fiscal Year Ended (ARC) Contributed Cost Contributed September 30, 2014 $ 41,899,000 20%$ 34,655,000 24% September 30, 2015 $ 28,272,000 37%$ 19,811,000 52% September 30, 2016 $ 28,923,000 36%$ 20,025,000 52%

Funding Status and Funding Progress As of September 30, 2016, the actuarial accrued liability for benefits was $216,074,000, all of which was unfunded. The covered payroll (annual payroll of active employees covered by the plan) was $83,153,000 and the ratio of the unfunded actuarial accrued liability to the covered payroll was 259.9 percent.

The projection of future benefit payments for an ongoing plan involves 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 presents trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits.

85 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

The schedule of funding progress is as follows:

(1) (2) (3) Actuarial Actuarial Unfunded AAL Funded (4) Net OPEB Value of Accrued (UAAL) Ratio Covered Obligation Actuarial Valuation Date Assets Liability (AAL) (2)-(1) (1)/(2) Payroll (3)/(4) October 1, 2011 -$ $ 278,507,000 $ 278,507,000 0.00%$ 90,791,000 306.8% October 1, 2013 -$ $ 304,313,000 $ 304,313,000 0.00%$ 87,883,000 346.3% October 1, 2015 -$ $ 216,074,000 $ 216,074,000 0.00%$ 83,153,000 259.9%

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 short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. The City used the projected unit credit cost method to determine all liabilities, with the liability for each active employee assumed to accrue over his working lifetime based on elapsed time from his date of hire until retirement.

Valuation date October 1, 2015 Actuarial cost method Projected unit credit Amortization method 15 year open period; level-dollar payment Investment return 4.0% per annum (includes inflation at 2.5% per annum)

Changes from Prior Valuation. Several changes have been made since the prior valuation. Certain changes are highlighted below:

(1) The expected healthcare claims for Medicare-eligible individuals were replaced with the insurance premiums expected to be charged by the carrier for the Medicare supplement policy. (2) Retiree contributions prior to age 65 have been increased by the healthcare cost trend rates. (3) Retiree contributions after age 65 have been increased in an amount that is sufficient to keep the City's portion of the Medicare supplement premium at the current level. (4) Employees hired after 2015 have been excluded from the valuation.

Healthcare cost trend rate(s): Medical Dental Select rates 8% for 2015/16 graded to Not applicable 5.5% for 2020/21 Ultimate rate 5.0% per annum 3.0% per annum

86 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Deferred Compensation Plans - The City offers its employees a choice of two deferred compensation plans created in accordance with Internal Revenue Code Section 457. The plans, available to all City employees, permit them to defer a portion of their salary until future years. One of the plans is administered by a nongovernmental third party and the other by the Retirement Systems of Alabama. The deferred compensation is not available to employees until termination, retirement, death or unforeseeable emergency.

All amounts of compensation deferred under the plans, all property and rights purchased with those amounts, and all income attributable to those amounts, property or rights are (until paid or made available to the employee or other beneficiary) solely the property and rights of the individuals who participate in the deferred compensation plan and are not subject to the claims of the City's general creditors.

NOTE 11 - RESTRICTED NET POSITION

The following is a summary of the restricted net position at September 30, 2016:

Activity Restricted By Amount Capital Projects Enabling Legislation$ 2,338,209 Capital Projects Legal Restriction 6,313,397 Debt Service Legal Restriction 131,469 Economic Development Enabling Legislation 9,737,870 Grant Programs Grant Agreements 5,632,013 $ 24,152,958

NOTE 12 - SERVICE CONCESSION ARRANGEMENT

Parking Garage

The City is lessor of a parking garage under a lease agreement effective August 17, 2004 for an initial term of 49 years. The lessee may, at its option, extend the initial term of the lease for two additional periods. The first extension shall be for a term of 15 years on the same terms and conditions of the initial term by giving written notice to the City at least 60 days prior to the end of the initial term. The second extension shall be for a term of 12 years and 2 days, terminating on August 19, 2080 on the same terms and conditions of the initial term by giving written notice to the City at least 60 days prior to the end of the first extension term.

This agreement meets the definition of a service concession arrangement under GASB Statement No. 60. The unamortized balance of the $5,000,000 initial base payment at September 30, 2016 was $3,762,755. This amount is reported as a deferred inflow of resources related to deferred service concession arrangement receipts in the Enterprise Funds - Municipal Parking Garage fund.

87 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

The lessee paid a base amount of $5,000,000 which constituted payment in full of all base rent due under the lease for the lease term; therefore the base rental amount is being recognized as revenue over a period of 49 years. The lease allows the lessee to pay all expenses associated with the operation of the parking garage from rentals received. A percentage of the balance remaining after payment of these expenses is to be remitted to the City at the end of each lease year commencing on October 1 of each year. Rental income of $402,268 for fiscal year 2016 is included in the Enterprise Funds - Municipal Parking Garage fund. Also see Note 7 for additional information relating to leased property.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Joint Governmental Complex

On June 26, 1990, the City entered into an operating lease with the County of Mobile (The County) to lease space in a joint governmental complex. Lease payments for the City were $1,370,613 for the year ended September 30, 2016.

The above referenced lease agreement is renewable annually and calls for the City to pay a minimum $935,000 in lease payments for each full renewed lease year. The annual rent is adjusted once every two lease years by a factor based on the fee received by the City from the County for the City's collection of the County's sales tax.

Self-Insured Liability - Legal

The City of Mobile is a defendant in various suits and has been notified of claims against it, said suits and claims arising from alleged defects in sidewalks, streets, public drainage facilities and other public ways, or arising from alleged negligent operation of motor vehicles and other alleged tortuous misconduct on the part of City employees.

The City attorney has reviewed these claims and lawsuits in order to evaluate the likelihood of an unfavorable outcome to the City and to arrive at an estimate, if any, of the amount or range of potential loss to the City. As a result of such review, the various claims and lawsuits have been categorized into "probable", "reasonably possible" and "remote" contingencies.

According to the City attorney, loss contingencies categorized as "probable" range between $1,847,500 and $4,807,500. Consequently, the City has accrued at September 30, 2016, the lesser of the range equal to $1,847,500. Loss contingencies categorized as "reasonably possible" range between $322,125 and $900,000.

88 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Governmental Funds Encumbrances

Governmental Funds Encumbrances Amount Major Governmental Funds: General Fund $ 965,230 Capital Improvements Fund 20,237,439 Governmental Funds - Non-Major 3,136,457 Total Governmental Funds Encumbrances$ 24,339,126

Encumbrances for the year ended September 30, 2016 are disclosed for each major fund and for all other governmental funds in the aggregate.

NOTE 14 - RISK MANAGEMENT

The City is exposed to various risks of loss related to torts, theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. The claim liabilities are reported if information prior to 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.

The City is self-insured for claims and judgments, general liability, and general automobile liability. As more fully discussed in Note 13, the City has determined and recorded an estimate of $1,847,500 for loss contingencies relating to claims and judgments. Claim settlement and loss expenses are accrued for estimated reported claims. Past experience indicates that incurred but not reported claims, in aggregate, do not represent a material amount and, therefore, have not been accrued at year-end.

The City is also self-insured for workers' compensation claims up to $500,000 per accident and for employee health insurance claims. An excess coverage insurance policy covers individual claims in excess of $500,000 per accident for workers' compensation claims. The City has contracted with outside parties for claims administration. The estimated liability for workers' compensation claims as of September 30, 2016 is $14,931,836.

The liability for employee health insurance claims includes an estimated amount for claims that have been incurred but have not been reported. The present value of the estimated liability for employee health claims as of September 30, 2016 is $2,265,800.

The schedule below presents the changes in claims liabilities for the past two years for the City's self- insured liabilities:

89 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Current Year Beginning of Claims and Fiscal Year Changes in Claim End of Fiscal Liability Estimates Payments Year Liability Claims and judgments, general liability and general and automotive liability 2014-2015 $ 717,256 $ 1,652,140 $ 1,112,346 $ 1,257,050 2015-2016 1,257,050 1,368,374 777,924 1,847,500 Employee Health 2014-2015 $ 2,364,500 $ 26,915,373 $ 26,828,073 $ 2,451,800 2015-2016 2,451,800 25,473,758 25,659,758 2,265,800 Workers' Compensation 2014-2015 $ 13,670,219 $ 3,579,883 $ 2,904,865 $ 14,345,237 2015-2016 14,345,237 3,887,462 3,300,863 14,931,836

NOTE 15 - FUNDS DEFICITS OF NON-MAJOR FUNDS

Deficits in net position/fund balance of non-major funds at September 30, 2016, are as follows:

Internal Service Funds Employee Health Fund$ 2,380,853 Insurance Fund $ 721,496

NOTE 16 - MUNICIPAL SOLID WASTE LANDFILLS

The City has in operation two solid waste landfills. The responsibility for annual operation and future closure and postclosure care costs of the Chastang landfill has been transferred to another the Solid Waste Disposal Authority. At September 30, 2016, the City believes that this entity is financially capable of meeting the closure and postclosure care obligations when they are due. Accordingly, a liability for such future costs has not been established.

The City owns a second landfill site which has reached full capacity. State and federal laws and regulations require the City to perform certain maintenance and monitoring functions at the landfill site for thirty years after closure. The $671,674 reported in the Statement of Net Position as a landfill postclosure liability at September 30, 2016 represents the estimated current cost of all postclosure care. However, due to changes in technology, laws or regulations, these costs may change in the future.

90 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

NOTE 17 - IRREVOCABLE LETTER OF CREDIT

The City entered into an Irrevocable Letter of Credit on May 14, 2002 with their 2002 Limited Obligation Tax Increment Warrants' Paying Agent in the amount of $11,148,326 for the benefit of the holders of the $10,655,000 City of Mobile, Alabama Limited Obligation Tax Increment Warrants, Series 2002 (Warrants) issued by the City pursuant to an Ordinance duly adopted by the City on May 7, 2002. The Letter of Credit can only be used by the City to make a drawing to pay the amount of principal and/or interest due on the Warrants or redemption premium of the Warrants. The Letter of Credit was renewed on October 31, 2015 for the period of through October 13, 2017.

NOTE 18 - PRIOR PERIOD ADJUSTMENTS

Governmental Activities

Capital Assets – Governmental Activities

Increase net position $395,361.00. To capitalize improvements acquired in prior years which were not capitalized for project CDBG 2009- Downtown Street Resurfacing.

Accumulated Depreciation – Governmental Activities

During 2016, the City implemented a new financial ERP system which required the recalculation of beginning balances of accumulated depreciation for all assets. Variances were corrected with an adjustment to beginning net position. The effects of the variances are listed below.

Decrease net position: General Fixed Assets $9,320,547.07 Motor Pool Internal Service Fund $15,723.80

Business-Type Activities

WAVE Transit Pension Plan – WAVE Transit Fund

Increase net position $1,034,147. During the 2016 financial reporting process, it was determined that the initial calculations prepared by the actuary for the implementation of Governmental Accounting Standards Board (GASB) Statement No. 68, Accounting and Financial Reporting for Pensions (an amendment of GASB Statement No. 27), were incorrect.

91 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

Accumulated Depreciation

Increase net position: Civic Center $366,537.19

Decrease net position: Municipal Parking Garage $285,661.85 Saenger Theater $7,438.03 Azalea City Golf Course $19,828.54 Mobile Convention Center $292,036.04

NOTE 19 – SUBSEQUENT EVENTS

2016C General Obligation Warrants, Taxable

On December 29, 2016, the City issued the Taxable General Obligation Warrants, Series 2016C for $17,735,000 with interest of 1.90 to 3.86 percent per annum. The Series 2016C Warrants were issued at a discount of $53,205.00. Total proceeds were $17,681,795.

The 2016C Warrants were issued for the purpose of advance refunding Taxable General Obligation Warrants, Series 2008C with stated maturities, or subject to mandatory redemption, in 2019 and thereafter, which are now outstanding in the aggregate principal amount of $16,375,000. 2008 Warrants with stated maturities, or subject to mandatory redemption, prior to 2019 will not be refunded.

Simultaneously with the sale and issuance of the Series 2016C Warrants, an irrevocable trust fund was established for the benefit of the holders of the Refunded Warrants. The amount of $17,565,866.35 was transferred to the Escrow Trustee to provide for the redemption and prepayment of the Series 2008C Warrants. Substantially all of such monies are required to be invested by the Escrow Trustee in United States Treasury obligations.

On February 15, 2018, the Series 2008C Warrants will be redeemed at a redemption price of 100% of the principal amount to be redeemed plus accrued interest to the date of redemption. The total debt service related to the refunded Series 2008C Warrants would have been $24,160,305. The Series 2016C Warrants have debt service requirements totaling $22,652,953.08. The net effect of the issuance is a $1,507,351.92 decrease in total debt service payments through the 2030 fiscal year. The issuance resulted in an economic gain of $1,507,351.92 in gross savings, or $1,426,614.34 in present value savings.

92 CITY OF MOBILE, ALABAMA NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2016

2017A and 2017B General Obligation Warrants, Tax Exempt

On February 15, 2017 the City issued two General Obligation Warrants as follows:

Series 2017A Tax-Exempt General Obligation Warrants were issued for $64,610,000 with interest of 3 to 5 percent per annum. The Series 2017A Warrants were issued at a premium of $9,282,097.05. Total proceeds were $73,892,097.05.

Series 2017B Tax-Exempt General Obligation Warrants were issued for $4,430,000 with interest of 3 to 4 percent per annum. The Series 2017B Warrants were issued at a premium of $290,332.35. Total proceeds were $4,720,332.35.

Total sources of funds for the 2017A and 2017B issuances were $78,612,429.40.

The Series 2017A and 2017B Warrants were issued for the purpose of refunding the following: Limited Obligation Tax Increment Warrants, Series 2002. On, March 17, 2017 the Series 2002 Warrants will be called at a redemption price of 100% of the principal amount to be redeemed plus accrued interest to the date of redemption. The principal amount to be refunded is $4,670,000.

General Obligation Warrants, Series 2008. On, February 15, 2018, the Series 2008 Warrants will be called at a redemption price of 100% of the principal amount to be redeemed plus accrued interest to the date of redemption. The principal amount to be refunded is $57,000,000.

General Obligation Refunding and Improvement Warrants, Series 2008B. On, February 15, 2018, the Series 2008 Warrants will be called at a redemption price of 100% of the principal amount to be redeemed plus accrued interest to the date of redemption. The principal amount to be refunded is $13,935,000.

Simultaneously with the sale and issuance of the Series 2017A and 2017B Warrants, a portion of the proceeds of the Warrants will be used to purchase United States Treasury Securities State and Local Government Series and United States Treasury Notes (restricted acquired obligations) which will be placed in an irrevocable trust together with initial cash deposit to be used solely to refund the warrants described above.

The initial cash deposit amount of $3.38 was transferred to the Escrow Trustee on February 15, 2017 to provide for the redemption and prepayment of the Series 2002, 2008, and 2008B Warrants. Receipts from restricted acquired obligations together with the initial cash deposit will be used to pay at early redemption the principal and interest of the above mentioned warrants.

The net effect of the issuance of the Series 2017A and 2017B Warrants was a decrease in total debt service of $7,364,282.50. The 2017A and 2017B warrants resulted in an economic gain of $7,364,282.50 in gross savings, or $6,048,912.88 in present value savings.

93 REQUIRED SUPPLEMENTARY INFORMATION OTHER THAN THE MD&A RSI - GENERAL FUND

Required Supplementary Information

Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget to Actual - General Fund

Notes to Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget to Actual - General Fund CITY OF MOBILE, ALABAMA General Fund Statement of Revenues, Expenditures, and Changes in Fund Balances – Budget and Actual For the Year Ended September 30, 2016

Budgeted Amounts Variance with Original Final Actual Final Budget REVENUES Taxes $ 182,175,827 $ 182,175,827 $ 177,030,713 $ (5,145,114) Licenses and permits 36,099,841 36,099,841 36,615,641 515,800 Intergovernmental 90,230 90,230 79,906 (10,324) Charges for services 6,990,000 6,990,000 6,744,432 (245,568) Fines and forfeitures 2,737,500 2,737,500 1,900,795 (836,705) State and federal assistance 80,000 80,000 118,537 38,537 Investment income 60,000 60,000 123,953 63,953 Other revenue 50,000 50,000 609,081 559,081 Total revenues 228,283,398 228,283,398 223,223,058 (5,060,340)

EXPENDITURES Current: General government 311 446,606 446,606 402,056 44,550 Archives 293,250 297,491 254,424 43,067 City clerk 558,586 559,400 485,594 73,806 City council 583,906 589,655 522,192 67,463 City council discretionary funds 350,000 255,548 255,165 383 City hall overhead 4,099,092 4,099,922 5,343,608 (1,243,686) Communications and external affairs 411,891 411,891 326,893 84,998 Geographical information system 714,220 715,193 686,528 28,665 Information technology 2,377,302 2,679,071 2,696,542 (17,471) Legal 1,345,839 1,345,986 1,153,692 192,294 Mail room 108,934 108,934 81,436 27,498 Mayor's office 624,159 625,434 550,644 74,790 Mayor's office discretionary funds 25,000 25,000 25,000 (0) Telecommunications 605,890 605,890 493,951 111,939 Total General government 12,544,675 12,766,021 13,277,725 (511,704) Culture and recreation Community activities 861,826 862,064 668,192 193,872 Community centers 2,473,503 2,477,920 1,951,502 526,418 Forestry 540,341 540,341 537,699 2,642 History museum - 259 (216) 475 Landscape services 912,078 912,078 606,673 305,405 Mobile museum of art 2,114,017 2,121,204 1,752,881 368,323 Mobile regional senior community center 459,063 460,796 447,229 13,567 Mowing 2,089,214 2,089,214 1,782,617 306,597 Operations and cemeteries 2,026,702 2,050,815 2,121,704 (70,889) Parks administration 198,469 198,469 221,062 (22,593) Parks and recreation administration 154,440 159,440 138,290 21,150 Parks maintenance 1,182,835 1,266,627 1,472,217 (205,590) Recreation administration 110,993 85,993 975 85,018 Recreation - athletics 884,491 884,988 865,591 19,398 Special activities 1,078,592 1,079,399 866,567 212,832 Total Culture and recreation 15,086,564 15,189,607 13,432,983 1,756,624 Economic Development Civic engagement 343,386 353,096 269,523 83,573 Mobile film office 183,918 183,918 177,146 6,772 Special events 479,861 516,020 457,451 58,569 Total Economic Development 1,007,165 1,053,034 904,120 148,914

94 Engineering, development & build Architectural engineering 1,554,118 1,555,226 1,334,688 220,538 Build mobile 118,552 118,552 56,731 61,821 Build mobile executive administration 305,050 305,050 78,700 226,350 Community and housing development 288,396 163,396 15,591 147,805 Engineering 2,343,886 2,347,568 2,128,657 218,911 Engineering and development 695,441 453,259 276,559 176,700 Historic development 321,622 323,277 231,295 91,982 Inspection services 1,364,496 1,364,496 1,253,432 111,064 Mechanical systems 1,875,303 1,877,671 1,633,771 243,900 Municipal enforcement 1,032,756 1,032,756 971,043 61,713 Permitting 488,535 488,535 433,161 55,374 Planning and zoning 967,533 967,533 871,489 96,044 Public buildings 2,358,787 2,359,873 2,080,478 279,395 Real estate 255,482 255,563 217,783 37,780 Real estate asset management 177,506 177,506 154,074 23,432 Urban development - 9,239 (1,659) 10,898 Total Engineering, development & build 14,147,463 13,799,500 11,735,793 2,063,707 Public safety Animal shelter 842,663 849,777 787,191 62,586 Fire 28,933,898 29,091,531 29,401,915 (310,384) Mobile metro jail 8,500,000 8,500,000 8,321,809 178,191 Municipal court 2,239,653 2,245,836 2,068,023 177,813 Police 43,267,950 43,045,729 42,148,073 897,656 Public safety administration 171,139 171,546 161,421 10,125 Safety and performance 359,589 361,914 311,233 50,681 Total Public safety 84,314,892 84,266,333 83,199,665 1,066,668 Finance Accounting 814,578 839,486 748,577 90,909 Finance administration 789,685 789,711 685,582 104,129 Human resources 355,513 356,237 319,000 37,237 Payroll 252,202 252,242 253,641 (1,399) Police and fire pension administration 223,867 223,867 213,870 9,997 Procurement 657,963 659,915 626,390 33,525 Revenue 2,114,641 2,119,626 1,841,667 277,959 Treasury 373,592 373,815 341,289 32,526 Total Finance 5,582,041 5,614,899 5,030,016 584,883 Public works Asphalt street repair 696,239 725,956 640,714 85,242 Bates field landfill 31,880 31,880 39,481 (7,601) Concrete and sidewalk repair 1,425,874 1,446,821 1,248,605 198,216 Dredge 690,773 692,264 613,297 78,967 Electrical 2,203,476 2,211,731 1,989,758 221,973 Equipment services 9,308,605 9,661,061 6,715,354 2,945,707 Flood control 2,173,677 2,131,649 1,865,377 266,272 Inventory control 376,330 376,330 347,099 29,231 Keep mobile beautiful 353,930 353,930 293,867 60,063 Public works executive administration 220,567 220,567 210,580 9,987 Public works administration 956,461 991,416 879,648 111,768 Right-of-way maintenance 637,033 640,061 538,533 101,528 Solid waste 3,886,806 3,934,498 3,610,457 324,041 Storm drain and heavy equipment 1,003,746 1,061,803 1,060,909 894 Street sweeping 510,832 511,066 531,587 (20,521) Traffic engineering 1,470,214 1,470,338 1,155,723 314,615 Trash 2,883,997 3,510,614 3,224,391 286,223 Total Public works 28,830,440 29,971,985 24,965,380 5,006,605 Total Departmental 161,513,240 162,661,379 152,545,682 10,115,698

95 Non-departmental Reserve for retirement 2,375,000 2,375,000 1,369,785 1,005,215 Board of health 600,000 600,000 600,000 - Juvenile court and youth center 3,100,000 3,100,000 3,048,628 51,372 Personnel board 1,348,547 1,348,547 1,360,585 (12,038) Board of equalization 7,152 7,152 7,142 10 Emergency management 479,718 479,718 479,718 - Mobile legislative delegation 4,490 4,490 3,409 1,081 Public library 6,831,022 6,831,022 6,831,022 - Solid waste disposal authority 3,689,514 3,189,514 2,351,074 838,440 Employee education 50,000 50,000 50,000 - Employees' pension 121,630 121,630 119,137 2,493 Police and firefighter's retirement 9,781,648 9,781,648 9,981,981 (200,333) Retired employees insurance 3,650,000 3,650,000 4,922,381 (1,272,381) Unemployment compensation 75,000 75,000 91,221 (16,221) Worker's compensation 3,400,000 3,401,242 3,727,460 (326,218) Athletic fund 154,000 154,000 46,649 107,351 Contingency reserve 105,000 105,000 394,686 (289,686) Dues 373,748 373,748 373,150 598 Performance contracts/organizations 3,764,380 3,764,380 3,780,584 (16,204) Property insurance 2,000,000 2,000,000 1,376,343 623,657 South Alabama regional planning - - - - Miscellaneous 858,570 1,087,581 170,019 917,562 Total Non-departmental 42,769,419 42,499,672 41,084,974 1,414,698 Total current 204,282,659 205,161,051 193,630,656 11,530,395 Debt service: Interest - - 11,615 (11,615) Principal retirement - - 75,000 (75,000) Total debt service - - 86,615 (86,615) Total expenditures 204,282,659 205,161,051 193,717,271 11,443,780 Excess (deficiency) of revenues over expenditures 24,000,739 23,122,347 29,505,787 6,383,440

OTHER FINANCING SOURCES (USES) Proceeds from disposal of assets 13,000 13,000 4,277 (8,723) Transfers in 3,325,000 3,325,000 7,111,434 3,786,434 Transfers out (31,378,882) (42,438,124) (44,014,048) (1,575,924) Total other financing sources (uses) (28,040,882) (39,100,124) (36,898,337) 2,201,787 Net change in fund balances (4,040,143) (15,977,777) (7,392,550) 8,585,227 Fund balances - beginning 41,119,819 Fund balances - ending $ 33,727,269

Adjustments necessary to convert the results of operations at the end of the year on the budget basis to the modified accrual basis are as follows:

Excess (deficiency) of revenues/other financing sources over expenditures/other financing uses $ (7,392,550)

Encumbrances outstanding at September 3 964,058 Encumbrances outstanding at September 3 (1,238,624)

Net change in fund balance per the statement of revenues, expenditures, and changes in fund balance $ (7,667,115)

96 CITY OF MOBILE, ALABAMA General Fund Statement of Revenues, Expenditures, and Changes in Fund Balances – Budget and Actual For the Year Ended September 30, 2016

NOTE 1 - BUDGET RECONCILIATION

The reported budgetary data represents the final appropriated budget after amendments adopted by the City Council. An appropriated budget was legally adopted for the General Fund on the same modified accrual basis used to present actual revenue and expenditures, except, for budgetary purposes, current year encumbrances are treated as expenditures. The following is a summary of the reconciliation of generally accepted accounting principles (GAAP) expenditures to budgetary expenditures for the fiscal year ended September 30, 2016:

GAAP expenditures $ 193,991,836

Encumbrances at: September 30, 2016 964,058 September 30, 2015 (1,238,624) Budgetary expenditures $ 193,717,271

For the fiscal year ended September 30, 2016, general fund budgetary appropriations exceeded total expenditures by $11,443,781.

NOTE 2 - FUND BALANCE

Following is a reconciliation of the General Fund's fund balance - budgetary basis to fund balance - generally accepted accounting principles (GAAP) basis:

Fund balance - budgetary basis at September 30, 2016 $ 33,727,269 Add encumbrances: Function: General government 45,382 Culture and recreation 36,135 Economic development 10,333 Engineering, development & build 24,427 Finance 10,857 Public safety 353,160 Public works 483,764 Total encumbrances 964,058 Fund balance - GAAP basis at September 30, 2016 $ 34,691,327

NOTE 3 - BUDGET AMENDMENTS

The City makes various amendments to the adopted budget throughout the fiscal year. In Fiscal Year 2016, the most significant of those amendments was to authorize a transfer of $10.2 million in surplus fund balance to the Capital Improvements Fund for, among other purposes, the construction of two fire stations and economic development.

97 RSI – PENSION PLANS

Required Supplementary Information

Employees’ Retirement System of Alabama Schedule of Changes in the Net Pension Liability and Related Ratios Schedule of Employer Contributions

Police and Firefighters Retirement Plan Schedule of Changes in the Net Pension Liability and Related Ratios Schedule of Employer Contributions

Transit Workers Pension Plan Schedule of Changes in the Net Pension Liability and Related Ratios Schedule of Employer Contributions CITY OF MOBILE, ALABAMA Schedule of Required Supplementary Information SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS EMPLOYEES' RETIREMENT SYSTEM OF ALABAMA Last 10 Fiscal Years Ending September 30*

2015 2014

Total pension liability Service cost $ 3,700,746 $ 3,797,860 Interest 14,983,566 14,582,730 Changes of benefit terms - Differences between expected and actual experience (1,994,817) - Changes of assumptions - Benefit Payments, including refunds of employee contributions (13,800,512) (12,939,756) Net change in total pension liability 2,888,983 5,440,834 Total pension liability - beginning 194,194,836 188,754,002 Total pension liability - ending (a) $ 197,083,819 $ 194,194,836

Plan fiduciary net position Contributions - employer $ 4,996,104 $ 4,682,549 Contributions - member 2,362,148 2,266,801 Net investment income 1,659,058 15,642,317 Benefit payments, including refunds of employee contributions (13,800,512) (12,939,756) Transfers among employers 50,472 46,811 Net change in plan fiduciary net position (4,732,730) 9,698,721 Plan net position - beginning 143,038,689 133,339,968 Plan net position - ending (b) $ 138,305,959 $ 143,038,689

Net pension liability (asset) - ending (a) - (b) $ 58,777,860 $ 51,156,147

Plan fiduciary net position as a percentage of the total pension liability 70.18% 73.66%

Covered payroll $ 47,096,079 $ 45,476,596

Net pension liability (asset) as a percentage of covered payroll 124.80% 112.49%

* Until a full 10-year trend is compiled, the City will present information for those years for which the information is available. Ultimately, ten years of data will be presented.

98 CITY OF MOBILE, ALABAMA Schedule of Required Supplementary Information SCHEDULE OF EMPLOYER CONTRIBUTIONS EMPLOYEES' RETIREMENT SYSTEM OF ALABAMA Last 10 Fiscal Years Ending September 30*

2016 2015

Actuarially determined contribution** $ 4,791,994 $ 4,994,771

Contributions in relation to the actuarially determined contribution* 4,791,994 4,994,771

Contribution deficiency (excess) $-- $

Covered payroll 46,861,508 47,096,079

Contributions as a percentage of covered payroll 10.23% 10.61%

* Until a full 10-year trend is compiled, the City will present information for those years for which the information is available. Ultimately, ten years of data will be presented.

** Amount of employer contributions related to normal and accrued liability components of employer rate net of any refunds or error service payments.

NOTES TO SCHEDULE

Actuarially determined contribution rates are calculated as of September 30, two years prior to the end of the fiscal year in which contributions are reported. Contributions for fiscal year 2016 were based on the September 30, 2013 actuarial valuation.

Methods and assumptions used to determine contribution rates:

Actuarial cost method Entry Age Amortization method Level percent closed Remaining amortization period 30 years Asset valuation method Five year smoothed market Inflation 3.00% Salary increases 3.75 - 7.25%, including inflation Investment rate of return 8.00%, net of pension plan investment expense, including inflation

99 CITY OF MOBILE, ALABAMA Schedule of Required Supplementary Information SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS POLICE AND FIREFIGHTERS RETIREMENT PLAN Last 10 Fiscal Years Ending September 30*

2015 2014

Total pension liability Service cost $ 1,501,441 $ 1,542,522 Interest 18,407,492 18,287,147 Changes of benefit terms -- Demographic experience 1,341,073 - Changes of assumptions -- Benefit Payments, including refunds of employee contributions (19,657,648) (17,958,800) Net change in total pension liability 1,592,358 1,870,869 Total pension liability - beginning 258,973,587 257,102,718 Total pension liability - ending (a) $ 260,565,945 $ 258,973,587

Plan fiduciary net position Contributions - employer $ 16,354,458 $ 14,950,855 Contributions - member 2,969,379 2,945,173 Net investment income (6,881,722) 10,307,058 Benefit payments, including refunds of employee contributions (19,657,648) (18,186,135) Administrative expenses (4,989) (110,549) Net change in plan fiduciary net position (7,220,522) 9,906,402 Plan net position - beginning 151,689,814 141,783,412 Plan net position - ending (b) $ 144,469,292 $ 151,689,814

Net pension liability (asset) - ending (a) - (b) $ 116,096,653 $ 107,283,773

Plan fiduciary net position as a percentage of the total pension liability 55.44% 58.57%

Covered payroll $ 35,887,574 $ 36,010,184

Net pension liability (asset) as a percentage of covered payroll 323.50% 297.93%

* Until a full 10-year trend is compiled, the City will present information for those years for which the information is available. Ultimately, ten years of data will be presented.

100 CITY OF MOBILE, ALABAMA Schedule of Required Supplementary Information SCHEDULE OF EMPLOYER CONTRIBUTIONS POLICE AND FIREFIGHTERS RETIREMENT PLAN Last 10 Fiscal Years Ending September 30*

2016 2015 2014

Actuarially determined contribution** $ 19,701,945 $ 16,354,458 $ 14,950,855

Contributions in relation to the actuarially determined contribution* 19,701,945 16,354,458 14,950,855

Contribution deficiency (excess) $ - $ - $ -

Covered payroll 36,451,544 35,887,574 36,010,184

Contributions as a percentage of covered payroll 54.05% 45.57% 41.52%

* Until a full 10-year trend is compiled, the City will present information for those years for which the information is available. Ultimately, ten years of data will be presented.

** Amount of employer contributions related to normal and accrued liability components of employer rate net of any refunds or error service payments.

NOTES TO SCHEDULE

Contributions for fiscal year 2016 were based on the October 1, 2015 actuarial valuation. Actuarially determined contribution rates are calculated as of September 30 that is 12 months prior to the beginning of the fiscal year for which the contributions are reported. There were no changes in benefit provisions or actuarial assumptions as of the actuarial valuation date.

Methods and assumptions used to determine contribution rates:

Actuarial cost method Projected unit credit Amortization method Level dollar, closed Remaining amortization period 30 years Asset valuation method Open 5-year smoothed market Inflation 2.75% Salary increases 3.00% per annum

Investment rate of return 7.00%, net of pension plan investment expense, including inflation. Mortality rates RP-2000 Mortality Table

101 CITY OF MOBILE, ALABAMA Schedule of Required Supplementary Information SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS TRANSIT WORKERS PENSION PLAN Last 10 Fiscal Years Ending June 30*

2016 2015

Total pension liability Service cost $ 855,623 $ 916,967 Interest 710,345 605,268 Changes of benefit terms - Differences between expected and actual experience (760,649) 1,197,488 Changes of assumptions 26,156 (94,322) Benefit Payments, including refunds of employee contributions (340,857) (316,249) Net change in total pension liability 490,618 2,309,152 Total pension liability - beginning 14,326,862 12,017,710 Total pension liability - ending (a) $ 14,817,480 $ 14,326,862

Plan fiduciary net position Contributions - employer $ 280,573 $ 404,160 Contributions - member 227,928 218,400 Net investment income 173,650 228,476 Benefit payments, including refunds of employee contributions (340,857) (318,619) Administrative expenses (19,280) (17,915) Net change in plan fiduciary net position 322,014 514,502 Plan net position - beginning 10,556,852 10,042,350 Plan net position - ending (b) $ 10,878,866 $ 10,556,852

Net pension liability (asset) - ending (a) - (b) $ 3,938,614 $ 3,770,010

Plan fiduciary net position as a percentage of the total pension liability 73.42% 73.69%

Covered payroll* $ 3,624,022 $ 3,891,061

Net pension liability (asset) as a percentage of covered payroll 108.68% 96.89%

* Until a full 10-year trend is compiled, the City will present information for those years for which the information is available. Ultimately, ten years of data will be presented.

102 CITY OF MOBILE, ALABAMA Schedule of Required Supplementary Information SCHEDULE OF EMPLOYER CONTRIBUTIONS TRANSIT WORKERS PENSION PLAN Last 10 Fiscal Years Ending June 30

2016 2015 2014

Actuarially determined contribution** $ 280,573 $ 404,160 $ 785,105

Contributions in relation to the actuarially determined contribution* 280,573 404,160 785,105

Contribution deficiency (excess) $-- $-$

Covered payroll 3,624,022 3,891,061 3,679,642

Contributions as a percentage of covered payroll 7.74% 10.39% 21.34%

** Amount of employer contributions related to normal and accrued liability components of employer rate net of any refunds or error service payments.

NOTES TO SCHEDULE Contributions for fiscal year 2016 were based on the July 1, 2015 actuarial valuation. Actuarially determined contribution rates are calculated as of June 30 that is 12 months prior to the beginning of the fiscal year for which the contributions are reported. There were no changes in benefit provisions or actuarial assumptions as of the actuarial valuation date.

Methods and assumptions used to determine contribution rates: Actuarial cost method Projected unit credit Amortization method Level percentage, closed Remaining amortization period 30 years Asset valuation method Open 5-year smoothed market Inflation 2.00% Salary increases 4.00% per annum Investment rate of return 5.57%, net of pension plan investment expense, including inflation. Mortality rates RP-2000 Mortality Table

103 2013 2012 2011 2010 2009 2008 2007

$ 580,620 $ 1,319,178 $ 861,901 $ 695,577 $ 745,342 $ 300,000 $ 300,000

580,620 1,319,178 861,901 695,577 745,342 300,000 300,000

$-- $-$-$-$-$-$

3,650,777 3,681,811 3,671,711 3,452,194 3,468,543 3,280,678 2,733,052

15.90% 35.83% 23.47% 20.15% 21.49% 9.14% 10.98%

104 GOVERNMENTAL FUNDS - NON-MAJOR

Governmental funds are those through which most governmental functions of the City are financed.

Special Revenue Funds - These funds are used to account for the proceeds of specific revenue sources (other than for major capital projects) requiring separate accounting because of legal or regulatory provisions or administrative action.

Debt Service Funds - These funds are used to account for assets held for the repayment of principal and interest on the City's outstanding bond issues.

Capital Projects Funds - These funds are used to account for financial resources for the acquisition or construction of major capital facilities (other than those financed by proprietary fund types). COMBINING FINANCIAL STATEMENTS [THIS PAGE INTENTIONALLY LEFT BLANK.]

CITY OF MOBILE, ALABAMA Combining Governmental Balance Sheet Nonmajor Governmental Funds Summary by Fund Type September 30, 2016

Total Nonmajor Capital projects Special revenue Governmental funds Debt service funds funds Funds ASSETS Cash, equity in pooled cash and investments $ 6,798,467 $ 131,208 $ 18,519,824 $ 25,449,499 Restricted cash - capital purchases 83,451 261 - 83,712 Receivables (net) - - 3,449,430 3,449,430 Total assets $ 6,881,918 $ 131,469 $ 21,969,254 $ 28,982,641

LIABILITIES Accounts payable and accrued liabilities $ 35,875 $ - $ 1,252,826 $ 1,288,701 Unearned revenue - - 582,544 582,544 Due to other funds - - 582,944 582,944 Escrowed funds liability - - 4,166 4,166 Total liabilities 35,875 - 2,422,480 2,458,355

FUND BALANCES (DEFICITS) Nonspendable Restricted Capital Projects 6,762,073 - - 6,762,073 Debt Service - 131,469 - 131,469 Grants - - 5,632,013 5,632,013 Law Enforcement - - 168,455 168,455 Road and Bridge Construction - - 186,373 186,373 Road and Bridge Repair - - 2,356,683 2,356,683 Committed Flood Management 83,970 - - 83,970 Tax Increment Program - - 9,709,410 9,709,410 Assigned Economic Development - - 28,460 28,460 Municipal Court - - 1,465,380 1,465,380 Total fund balances (deficits) $ 6,846,043 $ 131,469 $ 19,546,774 $ 26,524,286

Total liabilities and fund balances (deficits) $ 6,881,918 $ 131,469 $ 21,969,254 $ 28,982,641

105 CITY OF MOBILE, ALABAMA Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds Summary by Fund Type For the Year Ended September 30, 2016

Capital projects Special revenue Total Nonmajor funds Debt service funds funds Governmental Funds REVENUES Taxes $ 10,648,301 $ - $ 7,749,451 $ 18,397,752 Licenses and permits 3,344,317 - - 3,344,317 Charges for services 123,892 - 6,800 130,692 Fines and forfeitures - - 1,201,928 1,201,928 State and federal assistance 1,699,318 - 10,621,377 12,320,695 Investment income 14,007 212 257 14,476 Other revenue - 6,106 1,423 7,529 Total revenues 15,829,835 6,318 19,581,236 35,417,389

EXPENDITURES Current: General government - - 5,648,413 5,648,413 Engineering, development & build - - 1,718,568 1,718,568 Public safety - - 4,639,859 4,639,859 Public works - - 50,004 50,004 Non-departmental - - 2,597,298 2,597,298 Debt service: Administrative charges 62,082 61 - 62,143 Interest - 12,066,005 100,178 12,166,183 Principal retirement - 13,740,733 380,000 14,120,733 Interest Reimbursement - (248,425) - (248,425) Capital outlay: Capital outlay 4,485,302 - 841,957 5,327,259 Total expenditures 4,547,384 25,558,374 15,976,277 46,082,035 Excess (deficiency) of revenues over expenditures 11,282,451 (25,552,056) 3,604,959 (10,664,646)

OTHER FINANCING SOURCES (USES) Proceeds from disposal of assets - - 25,644 25,644 Capital-related debt issued 39,402,000 - - 39,402,000 Payment to refunding bond escrow agent (39,260,592) - - (39,260,592) Bond issuance costs (141,408) - - (141,408) Transfers in 1,147,994 27,634,836 6,576,810 35,359,640 Transfers out (27,059,661) (2,334,140) (6,206,151) (35,599,952) Total other financing sources (uses) (25,911,667) 25,300,696 396,303 (214,668)

Net change in fund balances (14,629,216) (251,360) 4,001,262 (10,879,314) Fund balances - beginning 21,475,259 382,829 15,545,512 37,403,600 Fund balances - ending $ 6,846,043 $ 131,469 $ 19,546,774 $ 26,524,286

106 NON-MAJOR CAPITAL PROJECTS FUNDS

Strategic Plan - This fund is used to provide for several special projects. The majority of this fund is financed by a portion of the gasoline tax and sales tax.

Municipal Government Capital Improvements - This fund is used for several projects including the Mobile Regional Senior Community Center and various building maintenance projects.

Flood Management - This fund is used to hold funds collected from developers to help defray the cost of future drainage in an area. This fund was established by ordinance passed by the City Council.

1996 General Obligation Capital Projects - This fund is used to provide for several projects; the renovation of Ladd Memorial Stadium, several drainage projects, street improvements, and water quality studies. This fund was financed by the 1996 General Obligation Capital Improvement Warrants.

1998 General Obligation Capital Projects - This fund is used to provide for several projects including modular buildings at Strickland Youth Center, and the construction and installation of certain improvements to the City's storm water drainage system.

1998 General Obligation Refunding and Capital Projects - This fund is used to provide for certain capital improvement projects, including addition to Public Library, Fine Arts Museum, GM&O Terminal renovations, Public Safety buildings, and City/County Misdemeanor facility.

2000 Capital Projects - This fund is used to provide for improvements to the City's parks and recreational facilities and for storm water drainage and sewer improvements.

2002 Limited Obligation Tax Increment Capital Projects - This fund is used to acquire certain land and finance, construct and install certain public improvements located within the Tax Increment District.

2006 General Obligation Refunding and Capital Projects – This fund is used to provide for certain capital improvement projects.

2008 General Capital Improvements Projects – This fund is used to provide for certain capital improvement projects.

2008B General Obligation Capital Improvement Projects - This fund is used to provide for the certain capital improvement projects.

2009B General Obligation Capital Projects – BAB Taxable Warrants – This fund is used to provide for the Gulfquest Maritime Museum, a future parking garage, and a fire station.

2009C General Obligation ARRA Capital Taxable Warrants - This fund is used to provide for certain capital improvement projects.

2010 Small Issue General Obligation Warrants - This fund is used for the purchase of fire pumper trucks.

2011 General Obligation Private Placement Capital Improvements – This fund is used to pay a portion of the costs of the construction of a maritime museum.

2012 General Obligation Private Placement Capital Equipment – This fund is used to purchase police, fire and public service equipment.

2016 General Obligation Refunding Warrants – This fund is used to refund the 2006 General Obligation Refunding and Improvement Warrants. CITY OF MOBILE, ALABAMA Combining Balance Sheet Nonmajor Capital projects funds September 30, 2016

Municipal Flood 1996 G.O. 1998 G.O. Govt Capital Management Capital Capital 1998 G.O. Ref 2000 Capital Strategic Plan Imprv Escrow Projects Projects & Cap Projects Projects ASSETS

Cash, equity in pooled cash and investments $ 35,875 $ 6,229,427 $ 83,970 $ 510 $ 72,575 $ 37,800 $ 539 Restricted cash - capital purchases ------Total assets $ 35,875 $ 6,229,427 $ 83,970 $ 510 $ 72,575 $ 37,800 $ 539

LIABILITIES Accounts payable and accrued liabilities $ 35,875 $ - $ - $ - $ - $ - $ - Total liabilities 35,875 ------

FUND BALANCES (DEFICITS) Nonspendable Restricted Capital Projects - 6,229,427 - 510 72,575 37,800 539 Committed Flood Management - - 83,970 - - - - Assigned Total fund balances (deficits) $ - $ 6,229,427 $ 83,970 $ 510 $ 72,575 $ 37,800 $ 539

Total liabilities and fund balances (deficits) $ 35,875 $ 6,229,427 $ 83,970 $ 510 $ 72,575 $ 37,800 $ 539

107 2002 L.O. 2008 G.O. 2008B G.O. 2009C G.O. 2010 Small 2011 G.O. 2012 G.O. 2016 G.O. Total Nonmajor Tax 2006 G.O. Ref Capital Ref & Cap 2009B G.O. Cap Proj - Issue G.O. Priv Pl Cap Priv Pl Cap Refunding Capital projects Increment & Cap Projects Projects Proj Cap Proj ARRA Warrants Imprv Equipment Warrants funds

$ - $ 119,876 $ 48,044 $ 160,333 $ - $ - $ - $ - $ 9,518 $ - $ 6,798,467 ------83,451 - 83,451 $ - $ 119,876 $ 48,044 $ 160,333 $ - $ - $ - $ - $ 92,969 $ - $ 6,881,918

$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 35,875 ------35,875

- 119,876 48,044 160,333 - - - - 92,969 - 6,762,073

------83,970

$ - $ 119,876 $ 48,044 $ 160,333 $ - $ - $ - $ - $ 92,969 $ - $ 6,846,043

$ - $ 119,876 $ 48,044 $ 160,333 $ - $ - $ - $ - $ 92,969 $ - $ 6,881,918

108 CITY OF MOBILE, ALABAMA Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Capital projects funds For the Year Ended September 30, 2016

Municipal Flood 1996 G.O. 1998 G.O. 1998 G.O. 2000 Govt Capital Management Capital Capital Ref & Cap Capital Strategic Plan Imprv Escrow Projects Projects Projects Projects REVENUES Taxes $ 10,648,301 $ - $ - $ - $ - $ - $ - Licenses and permits 3,344,317 ------Charges for services 123,892 ------State and federal assistance - 1,699,318 - - - - - Investment income 8,252 3,780 42 66 1,032 262 - Total revenues 14,124,762 1,703,098 42 66 1,032 262 -

EXPENDITURES Current: Debt service: Administrative charges - 62,082 - - - - - Capital outlay: Capital outlay 3,844,503 82,225 - 878 367,726 21,497 4,596 Total expenditures 3,844,503 144,307 - 878 367,726 21,497 4,596

Excess (deficiency) of revenues over expenditures 10,280,259 1,558,791 42 (812) (366,694) (21,235) (4,596)

OTHER FINANCING SOURCES (USES) Capital-related debt issued ------Payment to refunding bond escrow agent ------Bond issuance costs ------Transfers in - 1,147,994 - - - - - Transfers out (20,434,300) (3,461,506) - (105,312) (503,411) (524,420) (129,800) Total other financing sources (uses) (20,434,300) (2,313,512) - (105,312) (503,411) (524,420) (129,800)

Net change in fund balances (10,154,041) (754,721) 42 (106,124) (870,105) (545,655) (134,396) Fund balances - beginning 10,154,041 6,984,148 83,928 106,634 942,680 583,455 134,935 Fund balances - ending $ - $ 6,229,427 $ 83,970 $ 510 $ 72,575 $ 37,800 $ 539

109 2002 L.O. 2006 G.O. 2008 G.O. 2008B G.O. 2009C G.O. 2010 Small 2011 G.O. 2012 G.O. 2016 G.O. Total Nonmajor Tax Ref & Cap Capital Ref & Cap 2009B G.O. Cap Proj - Issue G.O. Priv Pl Cap Priv Pl Cap Refunding Capital projects Increment Projects Projects Proj Cap Proj ARRA Warrants Imprv Equipment Warrants funds

$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 10,648,301 ------3,344,317 ------123,892 ------1,699,318 - 82 162 168 65 5 71 4 16 - 14,007 - 82 162 168 65 5 71 4 16 - 15,829,835

------62,082

- 18,183 65,958 43,290 36,446 - - - - - 4,485,302 - 18,183 65,958 43,290 36,446 - - - - - 4,547,384

- (18,101) (65,796) (43,122) (36,381) 5 71 4 16 - 11,282,451

------39,402,000 39,402,000 ------(39,260,592) (39,260,592) ------(141,408) (141,408) ------1,147,994 (133,526) (378,438) (1,017,860) (123,178) (84,361) (5) (142,968) (20,496) - - (27,059,661) (133,526) (378,438) (1,017,860) (123,178) (84,361) (5) (142,968) (20,496) - - (25,911,667)

(133,526) (396,539) (1,083,656) (166,300) (120,742) - (142,897) (20,492) 16 - (14,629,216) 133,526 516,415 1,131,700 326,633 120,742 - 142,897 20,492 92,953 - 21,475,259 $ - $ 119,876 $ 48,044 $ 160,333 $ - $ - $ - $ - $ 92,969 $ - $ 6,846,043

110 [THIS PAGE INTENTIONALLY LEFT BLANK.]

NON-MAJOR DEBT SERVICE FUNDS

Bank Service Charges - Various Issues - This fund is used to pay agent and trustee fees for defeased debt.

2002 Limited Obligation Tax Increment Warrants - This fund is used to service the remaining debt outstanding on the 2002 Limited Obligation Tax Increment Warrants.

2006 General Obligation Refunding and Improvement Warrants - This fund is used to service the remaining debt outstanding on the 2006 General Obligation Refunding and Improvement Warrants.

2006 General Obligation Private Placement Warrants - This fund is used to service the remaining debt outstanding on the 2006 General Obligation Private Placement Warrants.

2008 General Obligation Capital Improvement Warrants - This fund is used to service the remaining debt outstanding on the 2008 General Obligation Capital Improvement Warrants.

2008B & C General Obligation Refunding and Capital Warrants - This fund is used to service the remaining debt outstanding on the 2008B and 2008C General Obligation Refunding and Capital Warrants.

2009A General Obligation Refunding Warrants - This fund is used to service the remaining debt outstanding on the 2002 & 2009A General Obligation Refunding Warrants.

2009B General Obligation BAB Capital Taxable Warrants - This fund is used to service the remaining debt outstanding on the 2009B General Obligation BAB Capital Taxable Warrants.

2009C General Obligation ARRA Capital Taxable Warrants - This fund is used to service the remaining debt outstanding on the 2009C General Obligation ARRA Capital Taxable Warrants.

2010 Small Issue Warrants - This fund is used to service the remaining debt outstanding on the Small Issue Warrants.

2011 General Obligation Private Placement Warrants – This fund is used to service the remaining debt outstanding on the 2011 General Obligation Private Placement Warrants.

2012 General Obligation Private Placement Warrants – This fund is used to service the debt outstanding on the General Obligation Private Placement Warrants, Series 2012.

2016 General Obligation Refunding Warrants – This fund is used to service the debt outstanding on the General Obligation Refunding Warrants, Series 2016. CITY OF MOBILE, ALABAMA Combining Balance Sheet Nonmajor Debt service funds September 30, 2016

Bank Serv 2002 L.O. Tax 2006 G.O. 2006 Priv 2008 G.O. 2008B & C Chgs-Var Increment Ref & Cap Place Cap Imprv G.O. Ref & Cap Issues Warrants Warrants Warrants Warrants Warrants ASSETS Cash, equity in pooled cash and investments $ 122,952 $ - $ - $ 3,029 $ - $ - Restricted cash - capital purchases ------Total assets $ 122,952 $ - $ - $ 3,029 $ - $ -

LIABILITIES Total liabilities ------

FUND BALANCES (DEFICITS) Nonspendable Restricted Debt Service 122,952 - - 3,029 - - Committed Assigned Total fund balances (deficits) $ 122,952 $ - $ - $ 3,029 $ - $ -

Total liabilities and fund balances (deficits) $ 122,952 $ - $ - $ 3,029 $ - $ -

111 2009A G.O. 2009B G.O. BAB 2009C G.O. ARRA 2010 Small 2011 G.O. 2012 G.O. 2016 G.O. Total Nonmajor Refunding Cap Taxable Cap Taxable Issue G.O. Priv Place Priv Place Refunding Debt service Warrants Warrants Warrants Warrants Warrants Warrants Warrants funds

$ 2,900 $ 811 $ 630 $ 886 $ - $ - $ - $ 131,208 - - - - 152 109 - 261 $ 2,900 $ 811 $ 630 $ 886 $ 152 $ 109 $ - $ 131,469

------

2,900 811 630 886 152 109 - 131,469

$ 2,900 $ 811 $ 630 $ 886 $ 152 $ 109 $ - $ 131,469

112 CITY OF MOBILE, ALABAMA Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Debt service funds For the Year Ended September 30, 2016

Bank Serv 2002 L.O. Tax 2006 G.O. 2006 Priv 2008 G.O. 2008B & C Chgs-Var Increment Ref & Cap Place Cap Imprv G.O. Ref & Cap Issues Warrants Warrants Warrants Warrants Warrants REVENUES Investment income $ 123 $ - $ - $ 19 $ - $ - Other revenue - - 6,106 - - - Total revenues 123 - 6,106 19 - -

EXPENDITURES Current: Debt service: Administrative charges - - - 40 - - Interest - 309,100 987,580 12,938 2,492,900 3,247,594 Principal retirement - 610,000 3,350,000 380,000 - 6,620,000 Interest Reimbursement ------Capital outlay: Total expenditures - 919,100 4,337,580 392,978 2,492,900 9,867,594 Excess (deficiency) of revenues over expenditures 123 (919,100) (4,331,474) (392,959) (2,492,900) (9,867,594)

OTHER FINANCING SOURCES (USES) Transfers in 80 1,052,626 5,351,475 392,938 2,492,900 9,867,594 Transfers out - (133,526) (1,024,049) - - - Total other financing sources (uses) 80 919,100 4,327,426 392,938 2,492,900 9,867,594

Net change in fund balances 203 - (4,048) (21) - - Fund balances - beginning 122,749 - 4,048 3,050 - - Fund balances - ending $ 122,952 $ - $ - $ 3,029 $ - $ -

113 2009A G.O. 2009B G.O. BAB 2009C G.O. ARRA 2010 Small 2011 G.O. 2012 G.O. 2016 G.O. Total Nonmajor Refunding Cap Taxable Cap Taxable Issue G.O. Priv Place Priv Place Refunding Debt service Warrants Warrants Warrants Warrants Warrants Warrants Warrants funds

$ - $ - $ - $ 5 $ - $ 65 $ - $ 212 ------6,106 - - - 5 - 65 - 6,318

- - - - 14 7 - 61 2,741,700 1,020,150 391,266 - 312,832 28,350 521,595 12,066,005 60,000 - - - 1,690,000 1,030,733 - 13,740,733 - (166,376) (82,049) - - - - (248,425)

2,801,700 853,774 309,217 - 2,002,846 1,059,090 521,595 25,558,374

(2,801,700) (853,774) (309,217) 5 (2,002,846) (1,059,025) (521,595) (25,552,056)

2,801,700 1,025,308 391,270 142,968 2,023,327 1,068,601 1,024,049 27,634,836 - (171,534) (164,101) (308,462) (20,496) (9,518) (502,454) (2,334,140) 2,801,700 853,774 227,169 (165,494) 2,002,831 1,059,083 521,595 25,300,696

- - (82,048) (165,489) (15) 58 - (251,360) 2,900 811 82,678 166,375 167 51 - 382,829 $ 2,900 $ 811 $ 630 $ 886 $ 152 $ 109 $ - $ 131,469

114 [THIS PAGE INTENTIONALLY LEFT BLANK.]

NON-MAJOR SPECIAL REVENUE FUNDS

Four-cent Gasoline Tax - This fund accounts for tax revenues to be used to pay for street resurfacing.

Five-cent Gasoline Tax - This fund accounts for tax revenues to be used to pay the cost of construction, improvement, maintenance and supervision of highways, bridges and streets, including the retirement of bonds for the payment of which such revenues have been or may hereafter be pledged.

Seven-cent Gasoline Tax - This fund accounts for tax revenues to be used to pay the cost of electricity for street lights and the cost of operating the concrete and storm sewer maintenance, street sweeping, street repair, ditch cleaning, pipe-laying and heavy equipment departments.

Fuel Inspection Fees - This fund accounts for a special inspection fee levied by the State of Alabama to be used for street improvements and City planning purposes.

Economic Development - This fund is used to account for activities funded by recaptured funds from refinanced second mortgages for economic development planning from the Mobile Housing Board.

Tax Increment - This fund is used to account for revenues generated by tax collections under the Tax Increment Financing Plan and used to pay for redevelopment projects in the downtown area.

General Activities Grants – This fund is used to account for activities funded by federal, state, local, and private grants received which are not related to public safety or received from the U.S. Department of Housing and Urban Development.

Housing and Urban Development Grants - This fund is used to account for activities funded by grants from the U.S. Department of Housing and Urban Development.

Public Safety Grants - This fund is used to account for public safety related activities funded by federal, state, local, and private grants.

Drug Enforcement Fund - This fund is used to account for federal, state, and local equitable sharing funds which are required to be segregated and used for a law enforcement purpose.

Court Referral Officers Program Fund - This fund is used to account for activities funded by state grants and user fees related to the Court Referral Officers Program.

Municipal Court Judicial Administration Fund - This fund is used to account for activities funded by dedicated revenues established by State statute which are required to be used for the judicial administration of the Municipal Court. CITY OF MOBILE, ALABAMA Combining Balance Sheet Nonmajor Special revenue funds September 30, 2016

Tax Increment 4-Cent 5-Cent Roadway 7-Cent Roadway Fuel Inspection Fund Maintenance Maintenance Maintenance Fees ASSETS Cash, equity in pooled cash and investments $ 9,750,645 $ 2,027,476 $ 125,017 $ - $ - Receivables (net) - 124,361 61,356 214,744 6,254 Total assets $ 9,750,645 $ 2,151,837 $ 186,373 $ 214,744 $ 6,254

LIABILITIES Accounts payable and accrued liabilities $ 41,235 $ - $ - $ 16,152 $ - Unearned revenue - - - - - Due to other funds - - - - - Escrowed funds liability - - - - - Total liabilities 41,235 - - 16,152 -

FUND BALANCES (DEFICITS) Nonspendable Restricted Grants - - - - - Law Enforcement - - - - - Road and Bridge Construction - - 186,373 - - Road and Bridge Repair - 2,151,837 - 198,592 6,254 Committed Tax Increment Program 9,709,410 - - - - Assigned Economic Development - - - - - Municipal Court - - - - - Total fund balances (deficits) $ 9,709,410 $ 2,151,837 $ 186,373 $ 198,592 $ 6,254

Total liabilities and fund balances (deficits) $ 9,750,645 $ 2,151,837 $ 186,373 $ 214,744 $ 6,254

115 Economic Drug Total Nonmajor Development Enforcement Court Referral Municipal Court General Public Safety Housing and Urban Special revenue Escrow Fund Officers Judicial Admin Activities Grants Grants Development Grants funds

$ 28,460 $ 209,127 $ 46,670 $ 1,371,175 $ 4,127,381 $ 833,873 $ - $ 18,519,824 - 3,325 31,791 - 1,336,140 798,541 872,918 3,449,430 $ 28,460 $ 212,452 $ 78,461 $ 1,371,175 $ 5,463,521 $ 1,632,414 $ 872,918 $ 21,969,254

$ - $ 40,672 $ (15,814) $ - $ 642,953 $ 290,246 $ 237,382 $ 1,252,826 - 3,325 70 - 547,332 31,817 - 582,544 ------582,944 582,944 ------4,166 4,166 - 43,997 (15,744) - 1,190,285 322,063 824,492 2,422,480

- - - - 4,273,236 1,310,351 48,426 5,632,013 - 168,455 - - - - - 168,455 ------186,373 ------2,356,683

------9,709,410

28,460 ------28,460 - - 94,205 1,371,175 - - - 1,465,380 $ 28,460 $ 168,455 $ 94,205 $ 1,371,175 $ 4,273,236 $ 1,310,351 $ 48,426 $ 19,546,774

$ 28,460 $ 212,452 $ 78,461 $ 1,371,175 $ 5,463,521 $ 1,632,414 $ 872,918 $ 21,969,254

116 CITY OF MOBILE, ALABAMA Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Special revenue funds For the Year Ended September 30, 2016

Tax Increment 4-Cent 5-Cent Roadway 7-Cent Roadway Fuel Inspection Fund Maintenance Maintenance Maintenance Fees REVENUES Taxes $ 3,255,947 $ 1,370,892 $ 675,638 $ 2,364,732 $ 82,242 Charges for services - - - - - Fines and forfeitures - - - - - State and federal assistance - - - - - Investment income - - - - - Other revenue - - - - - Total revenues 3,255,947 1,370,892 675,638 2,364,732 82,242

EXPENDITURES Current: General government - - - - - Engineering, development & build - - - - - Public safety - - - - - Public works - - - - - Non-departmental - - - 2,597,298 - Debt service: Interest - - - - - Principal retirement - - - - - Capital outlay: Capital outlay 825,831 16,126 - - - Total expenditures 825,831 16,126 - 2,597,298 - Excess (deficiency) of revenues over expenditures 2,430,116 1,354,766 675,638 (232,566) 82,242

OTHER FINANCING SOURCES (USES) Proceeds from disposal of assets - - - - - Transfers in - - - 902,567 - Transfers out (3,085,848) (514,187) (600,000) (613,181) (83,092) Total other financing sources (uses) (3,085,848) (514,187) (600,000) 289,386 (83,092)

Net change in fund balances (655,732) 840,579 75,638 56,820 (850) Fund balances - beginning 10,365,142 1,311,258 110,735 141,772 7,104 Fund balances - ending $ 9,709,410 $ 2,151,837 $ 186,373 $ 198,592 $ 6,254

117 Economic Drug Total Nonmajor Development Enforcement Court Referral Municipal Court General Public Safety Housing and Urban Special revenue Escrow Fund Officers Judicial Admin Activities Grants Grants Development Grants funds

$ - $ - $ - $ - $ - $ - $ - $ 7,749,451 - - - - - 6,800 - 6,800 - 154,083 580,310 220,247 - 247,288 - 1,201,928 - - 305,474 - 2,395,142 3,008,414 4,912,347 10,621,377 15 41 - - - 201 - 257 1,402 - - - - 21 - 1,423 1,417 154,124 885,784 220,247 2,395,142 3,262,724 4,912,347 19,581,236

- - - - 594,756 - 5,053,657 5,648,413 - - - - 1,718,568 - - 1,718,568 - 322,128 982,936 6,343 - 3,328,452 - 4,639,859 - - - - 50,004 - - 50,004 ------2,597,298

------100,178 100,178 ------380,000 380,000

------841,957 - 322,128 982,936 6,343 2,363,328 3,328,452 5,533,835 15,976,277

1,417 (168,004) (97,152) 213,904 31,814 (65,728) (621,488) 3,604,959

- - - - - 25,644 - 25,644 - - - - 4,039,400 539,258 1,095,585 6,576,810 - - - - (61,625) (289,302) (958,916) (6,206,151) - - - - 3,977,775 275,600 136,669 396,303

1,417 (168,004) (97,152) 213,904 4,009,589 209,872 (484,819) 4,001,262 27,043 336,459 191,357 1,157,271 263,647 1,100,479 533,245 15,545,512 $ 28,460 $ 168,455 $ 94,205 $ 1,371,175 $ 4,273,236 $ 1,310,351 $ 48,426 $ 19,546,774

118 ENTERPRISE FUNDS – NON MAJOR

Enterprise funds account for activities whose operations are financed and operated in a manner similar to private business operations - where the intent of the City is that the costs of providing goods or services to the general public on a continuing basis is financed or recovered primarily through user charges.

Azalea City Golf Course - This fund is used to account for the operations of the Azalea City Golf Course which derives revenues from course and cart rental.

Tennis Center - This fund is used to account for the operations of the Tennis Center which derives the majority of its income from tennis court rentals.

Saenger Theater – This fund is used to account for the operations of the Saenger Theater which include activities such as social events, musical performances, and theatrical performances.

Neighborhood Renewal Program – This fund is used to account for the operations of the Neighborhood Renewal Program which derives the majority of its income from the sale of real property inventory. CITY OF MOBILE, ALABAMA Combining Statement of Net Position Nonmajor Enterprise funds September 30, 2016

Saenger Mobile Tennis Azalea City Golf Neighborhood Total Nonmajor Theater Center Course Renewal Program Enterprise funds ASSETS Current assets: Cash, equity in pooled cash and investments $ 714,914 $ 600 $ 1,100 $ 753,599 $ 1,470,213 Receivables (net) 11,644 - - - 11,644 Inventories 9,849 - 62,855 98,430 171,134 Other assets 1,613 - - - 1,613 Total current assets 738,020 600 63,955 852,029 1,654,604 Noncurrent assets: Non-depreciable capital assets - - 1,457,640 - 1,457,640 Depreciable capital assets, net 2,653,204 58,975 1,739,592 - 4,451,771 Total noncurrent assets 2,653,204 58,975 3,197,232 - 5,909,411 Total assets 3,391,224 59,575 3,261,187 852,029 7,564,015

DEFERRED OUTFLOWS OF RESOURCES Total deferred outflows of resources - - - - - Total assets and deferred outflows of resources 3,391,224 59,575 3,261,187 852,029 7,564,015

LIABILITIES Current liabilities: Accounts payable and accrued liabilities 157,665 30,115 51,965 300 240,045 Unearned revenue 525,207 - - - 525,207 Total current liabilities 682,872 30,115 51,965 300 765,252 Noncurrent liabilities: Total noncurrent liabilities - - - - - Total liabilities 682,872 30,115 51,965 300 765,252

DEFERRED INFLOWS OF RESOURCES Total deferred inflows of resources - - - - -

Total liabilities and deferred inflows of resources 682,872 30,115 51,965 300 765,252

NET POSITION Net investment in capital assets 2,653,204 58,975 3,197,232 - 5,909,411 Unrestricted 55,148 (29,515) 11,990 851,729 889,352 Total net position $ 2,708,352 $ 29,460 $ 3,209,222 $ 851,729 $ 6,798,763

119 CITY OF MOBILE, ALABAMA Combining Statement of Revenues, Expenditures, and Changes in Net Position Enterprise funds For the Year Ended September 30, 2016

Saenger Mobile Tennis Azalea City Neighborhood Total Enterprise Theater Center Golf Course Renewal Program funds OPERATING REVENUES Charges for services $ 256,400 $ 226,391 $ 1,132,995 $ - $ 1,615,786 Facility rent 191,009 - - - 191,009 Sales revenue - 3,500 142,409 100,278 246,187 Concessions 54,817 28,832 - - 83,649 Other revenue 64,505 1,984 - - 66,489 Total operating revenues 566,731 260,707 1,275,404 100,278 2,203,120

OPERATING EXPENSES Personnel services 348,858 481,669 829,377 - 1,659,904 Commodities 32,270 42,736 219,100 - 294,106 Utilities 148,745 70,312 82,550 - 301,607 Professional and technical 104,833 142,489 5,428 5,100 257,850 Maintenance and repairs 3,953 690 15,949 - 20,592 Printing and reproduction 584 303 1,932 - 2,819 Insurance payments 18,215 - 62,521 - 80,736 Cost of goods sold - - 118,519 5,768 124,287 Other charges 35,054 21,679 101,986 599 159,318 Depreciation 189,054 1,945 126,756 - 317,755 Capital outlay - - 16,593 - 16,593 Total operating expenses 881,566 761,823 1,580,711 11,467 3,235,567 Operating income (loss) (314,835) (501,116) (305,307) 88,811 (1,032,447)

NONOPERATING REVENUES (EXPENSES) State and federal assistance - - 1,403 - 1,403 Gain (loss) from disposal of assets - - (25,169) - (25,169)

Total nonoperating revenues (expenses) - - (23,766) - (23,766) Income (loss) before contributions and transfers (314,835) (501,116) (329,073) 88,811 (1,056,213) Transfers in 134,596 503,716 359,539 - 997,851 Transfer of capital assets - - (7,677) - (7,677) Change in net position (180,239) 2,600 22,789 88,811 (66,039) Total net position - beginning 2,896,029 26,860 3,206,262 762,918 6,892,069 Adjustments to beginning net position (7,438) (19,829) - (27,267) Total net position - ending $ 2,708,352 $ 29,460 $ 3,209,222 $ 851,729 $ 6,798,763

120 CITY OF MOBILE, ALABAMA Statement of Cash Flows Enterprise funds For the Year Ended September 30, 2016

Saenger Mobile Tennis Azalea City Neighborhood Theater Center Golf Course Renewal Program Total CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers and users $ 256,400 $ 226,391 $ 1,132,995 $ 100,278 $ 1,716,064 Cash received from sales revenue - - 142,409 - 142,409 Cash received from facility rent 191,959 3,500 - - 195,459 Cash received from concessions 54,817 28,832 - - 83,649 Cash received from miscellaneous 389,325 4,959 - - 394,284 Cash payments for operating expenses (387,566) (286,706) (645,711) (62,271) (1,382,254) Cash payments for internal services - (32,124) (70,368) - (102,492) Cash payments to employees for services (348,893) (448,568) (772,392) - (1,569,853) Net cash provided (used) by operating activities 156,042 (503,716) (213,067) 38,007 (522,734)

CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Non-capital grants and contributions - - 1,403 - 1,403 Transfers in from other funds 134,596 503,716 359,539 - 997,851 Net cash provided (used) by noncapital financing activities 134,596 503,716 360,942 - 999,254 CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Acquisition of capital assets - - (136,994) - (136,994) Proceeds from sale of capital assets - - (10,881) - (10,881) Net cash provided (used) by capital and related financing activities - - (147,875) - (147,875) CASH FLOWS FROM INVESTING ACTIVITIES Net cash provided (used) by investing activities - - - - -

Net increase (decrease) in cash and cash equivalents 290,638 - - 38,007 328,645 Balances - beginning of year 424,276 600 1,100 715,592 1,141,568 Balances - end of the year $ 714,914 $ 600 $ 1,100 $ 753,599 $ 1,470,213

Reconciliation of operating income (loss) to net cash provided (used) by operating activities: Operating Income $ (314,835) $ (501,116) $ (305,307) $ 88,811 $ (1,032,447) Adjustments to reconcile operating income (loss) to net cash provided (used) by operating activities: Depreciation 189,054 1,945 126,756 - 317,755 Changes in assets and liabilities: Accounts Payable - Supplier (43,915) (9,602) (34,753) (174) (88,444) Accounts Receivable 950 - - - 950 Inventory and prepaid expenses 3 - 8,564 (50,630) (42,063) Salaries & Benefits Payable (35) 5,057 (8,327) - (3,305) Advance collections 324,820 - - - 324,820 Net cash provided (used) by operating activities $ 156,042 $ (503,716) $ (213,067) $ 38,007 $ (522,734)

121 INTERNAL SERVICE FUNDS

Internal Service funds are used to account for the financing of goods or services provided to other departments or agencies of the City, or to other governments, on a cost- reimbursement basis.

Motor Pool Fund - This fund is used to account for vehicles and equipment provided and maintained by the Motor Pool for other departments of the City.

Insurance Fund - This fund is used to account for automobile and general liability claims and expenses paid for other departments of the City.

Employee Health Fund - This fund is used to account for assets held in trust by the City for the payment of health insurance claims. CITY OF MOBILE, ALABAMA Combining Statement of Net Position Nonmajor Internal service funds September 30, 2016

Total Nonmajor Employee Liability Internal service Motor Pool Health Plan Insurance funds ASSETS Current assets: Cash, equity in pooled cash and investments $ 2,911,712 $ - $ 1,252,167 $ 4,163,879 Receivables (net) 8,453 315,814 - 324,267 Total current assets 2,920,165 315,814 1,252,167 4,488,146 Noncurrent assets: Depreciable capital assets, net 25,538,150 - - 25,538,150 Total noncurrent assets 25,538,150 - - 25,538,150 Total assets 28,458,315 315,814 1,252,167 30,026,296

DEFERRED OUTFLOWS OF RESOURCES Total deferred outflows of resources - - - - Total assets and deferred outflows of resources 28,458,315 315,814 1,252,167 30,026,296

LIABILITIES Current liabilities: Accounts payable and accrued liabilities 678,747 430,867 126,163 1,235,777 Capital lease obligations 247,908 - - 247,908 Insurance claims payable - 2,265,800 - 2,265,800 Total current liabilities 926,655 2,696,667 126,163 3,749,485 Noncurrent liabilities: Self-insured legal liability - - 1,847,500 1,847,500 Total noncurrent liabilities - - 1,847,500 1,847,500 Total liabilities 926,655 2,696,667 1,973,663 5,596,985

DEFERRED INFLOWS OF RESOURCES Total deferred inflows of resources - - - -

Total liabilities and deferred inflows of resources 926,655 2,696,667 1,973,663 5,596,985

NET POSITION Net investment in capital assets 25,290,243 - - 25,290,243 Unrestricted 2,241,417 (2,380,853) (721,496) (860,932) Total net position $ 27,531,660 $ (2,380,853) $ (721,496) $ 24,429,311

122 CITY OF MOBILE, ALABAMA Combining Statement of Revenues, Expenditures, and Changes in Net Position Internal service funds For the Year Ended September 30, 2016

Employee Liability Total Internal Motor Pool Health Plan Insurance service funds OPERATING REVENUES Charges for services $ 5,451,753 $ 20,682,693 $ - $ 26,134,446 Retiree drug subsidy - 194,411 - 194,411 Total operating revenues 5,451,753 20,877,104 - 26,328,857

OPERATING EXPENSES Personnel services 129,436 - - 129,436 Commodities 2,770,959 - - 2,770,959 Utilities 37,828 - - 37,828 Professional and technical - 91,615 1,772,270 1,863,885 Maintenance and repairs 9,751 - - 9,751 Printing and reproduction - 4,710 - 4,710 Insurance payments - 27,189,686 - 27,189,686 Increase (decrease) in provision for self-insurance loss - (186,000) - (186,000) Other charges 19,117 226,318 1,366,574 1,612,009 Depreciation 3,968,328 - - 3,968,328 Total operating expenses 6,935,419 27,326,329 3,138,844 37,400,592 Operating income (loss) (1,483,666) (6,449,225) (3,138,844) (11,071,735)

NONOPERATING REVENUES (EXPENSES) Interest and fee payments (9,889) - - (9,889) Damaged vehicles reimbursement 73,392 - - 73,392 Gain (loss) from disposal of assets (238,429) - - (238,429) Total nonoperating revenues (expenses) (174,926) - - (174,926) Income (loss) before contributions and transfers (1,658,592) (6,449,225) (3,138,844) (11,246,661) Capital grants and contributions 19,496,458 - - 19,496,458 Transfers in - 6,523,172 2,800,000 9,323,172 Change in net position 17,837,866 73,947 (338,844) 17,572,969 Total net position - beginning 9,709,518 (2,454,800) (382,652) 6,872,066 Adjustments to beginning net position (15,724) - - (15,724) Total net position - ending $ 27,531,660 $ (2,380,853) $ (721,496) $ 24,429,311

123 CITY OF MOBILE, ALABAMA Statement of Cash Flows Internal service funds For the Year Ended September 30, 2016

Employee Liability Motor Pool Health Plan Insurance Total CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers and users $ - $ 1,122,455 $ - $ 1,122,455 Cash received from internal billings 5,451,237 14,052,824 - 19,504,061 Cash received from employee contributions - 5,507,414 - 5,507,414 Cash payments for operating expenses (2,265,243) (322,643) (2,463,070) (5,050,956) Cash payments for insurance claims - (27,077,633) - (27,077,633) Cash payments to employees for services (128,220) - - (128,220) Net cash provided (used) by operating activities 3,057,774 (6,717,583) (2,463,070) (6,122,879) CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Transfers in from other funds - 6,523,172 2,800,000 9,323,172 Retiree drug subsidy - 194,411 - 194,411 Net cash provided (used) by noncapital financing activities - 6,717,583 2,800,000 9,517,583

CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Interest payments (9,889) - - (9,889) Acquisition of capital assets (2,896,109) - - (2,896,109) Proceeds from sale of capital assets 613,682 - - 613,682 Reimbursement for damaged vehicles 73,392 - - 73,392 Payments on capital leases (241,359) - - (241,359) Net cash provided (used) by capital and related financing activities (2,460,283) - - (2,460,283) CASH FLOWS FROM INVESTING ACTIVITIES Net cash provided (used) by investing activities - - - - Net increase (decrease) in cash and cash equivalents 597,491 - 336,930 934,421 Balances - beginning of year 2,314,221 - 915,237 3,229,458 Balances - end of the year $ 2,911,712 $ - $ 1,252,167 $ 4,163,879 Reconciliation of operating income (loss) to net cash provided (used) by operating activities: Operating Income $ (1,483,666) $ (6,449,225) $ (3,138,844) $ (11,071,735) Adjustments to reconcile operating income (loss) to net cash provided (used) by operating activities: Depreciation 3,968,328 - - 3,968,328 Non-capital financing cash flow included in operating income - (194,411) - (194,411) Changes in assets and liabilities: Accounts Payable - Supplier 572,412 427,867 - 1,000,279 Accounts Receivable (516) (315,814) - (316,330) Self-insurance liability - (186,000) 590,450 404,450 Bad Debt - - 85,324 85,324 Salaries & Benefits Payable 1,216 - - 1,216 Net cash provided (used) by operating activities $ 3,057,774 $ (6,717,583) $ (2,463,070) $ (6,122,879)

124 SUPPLEMENTARY INFORMATION

Other Supplementary Information

General Fund Capital Assets Long-Term Debt OTHER SUPPLEMENTARY INFORMATION [THIS PAGE INTENTIONALLY LEFT BLANK.]

CITY OF MOBILE, ALABAMA General Fund Schedule of Revenues and Other Financing Sources (Uses) Budget and Actual (Budgetary Basis) For the Year Ended September 30, 2016

Budgeted Amounts Variance with Original Budget Final Budget Actual Final Budget REVENUES Taxes Property Real estate $ 13,515,826 $ 13,515,826 $ 14,351,319 $ 835,493 Motor vehicle 1,778,199 1,778,199 1,634,237 (143,962) Sales and use Sales tax - City 139,408,013 139,408,013 132,905,027 (6,502,986) Sales tax - Police Jurisdiction 8,100,325 8,100,325 8,241,212 140,887 Sellers use tax - - 72,303 72,303 Lease/rental - City 5,409,897 5,409,897 5,617,391 207,494 Lease/rental - Police Jurisdiction 300,000 300,000 279,771 (20,229) Room tax - City 3,661,722 3,661,722 3,932,115 270,393 Room tax - Police Jurisdiction 10,500 10,500 12,307 1,807 Motor vehicle rental - City 1,202,000 1,202,000 1,206,762 4,762 Motor vehicle rental - Police Jurisdiction 82,000 82,000 14,035 (67,965) Selective sales and use Motor fuel Regular - City 2,225,000 2,225,000 2,439,889 214,889 Regular - Police Jurisdiction 670,000 670,000 672,405 2,405 County equalization 680,000 680,000 425,465 (254,535) Alcoholic beverages Liquor - City 510,000 510,000 600,586 90,586 Liquor - Police Jurisdiction 24,367 24,367 25,894 1,527 Liquor - ABC Board 210,000 210,000 223,431 13,431 Table Wine 200,000 200,000 192,015 (7,985) Beer 1,140,000 1,140,000 1,112,566 (27,434) Other Cigarette stamp tax 1,800,000 1,800,000 1,701,496 (98,504) Other tobacco tax - City 450,000 450,000 424,950 (25,050) Other tobacco tax - Police Jurisdiction 44,000 44,000 27,936 (16,064) Business privilege tax 280,778 280,778 282,884 2,106 Other tax revenue 473,200 473,200 634,718 161,518 Total taxes 182,175,827 182,175,827 177,030,714 (5,145,113) Licenses and permits Business licenses - City 33,277,841 33,277,841 33,705,229 427,388 Business licenses - Police Jurisdiction 2,125,000 2,125,000 2,127,918 2,918 Motor vehicle licenses 675,000 675,000 644,251 (30,749) Dog licenses 22,000 22,000 16,619 (5,382) Alarm ordinance permits - - 121,625 121,625 Total licenses and permits 36,099,841 36,099,841 36,615,642 515,800 Intergovernmental Alcoholic Beverage Control Board 85,000 85,000 72,286 (12,714) Mobile County Racing Commission 5,230 5,230 7,620 2,390 Total intergovernmental 90,230 90,230 79,906 (10,324) Charges for services Health Lot cleaning 12,000 12,000 16,879 4,879 Building demolition fee 16,000 16,000 27,577 11,577 Animal shelter 23,000 23,000 23,788 788

125 Budgeted Amounts Variance with Original Budget Final Budget Actual Final Budget Public safety Inspection 1,500,000 1,500,000 1,416,042 (83,958) Fire plan review fee 34,000 34,000 60,372 26,372 Police and fire 535,000 535,000 524,945 (10,055) Engineering 450,000 450,000 453,839 3,839 Parking meter and management fees 250,000 250,000 249,950 (50) County sales tax collection fee 600,000 600,000 589,620 (10,380) Property rental 100,000 100,000 68,098 (31,902) Franchise fees - miscellaneous 3,050,000 3,050,000 3,076,252 26,252 Parks and recreation fees 420,000 420,000 234,609 (185,391) Vacation of ROW fee - - 100 100 Other - - 2,360 2,360 Total charges for services 6,990,000 6,990,000 6,744,431 (245,569) Fines and forfeitures Municipal offense fines 48,000 48,000 27,367 (20,633) Police fines 977,500 977,500 538,445 (439,055) Driver's education 350,000 350,000 240,488 (109,513) Bond forfeitures 6,000 6,000 5,300 (700) Court costs 300,000 300,000 255,574 (44,426) DA Restitution Unit collection fees 100,000 100,000 66,968 (33,032) Corrections fund 900,000 900,000 640,494 (259,506) Alarm ordinance fines - - 16,815 16,815 Municipal court administrative fee 56,000 56,000 109,345 53,345 Total fines and forfeitures 2,737,500 2,737,500 1,900,796 (836,705) State and federal assistance 80,000 80,000 118,537 38,537 Investment income Investment of idle funds 60,000 60,000 115,904 55,904 Interest on receivables - - 3 3 Dividend income - - 8,046 8,046 Total investment income 60,000 60,000 123,953 63,953 Other revenue Athletic fund - - 43,808 43,808 Miscellaneous 50,000 50,000 565,273 515,273 Total other revenue 50,000 50,000 609,081 559,081 Total revenues $ 228,283,398 $ 228,283,398 $ 223,223,060 $ (5,060,340)

OTHER FINANCING SOURCES (USES) Proceeds from disposal of assets $ 13,000 $ 13,000 $ 4,277 (8,723) Operating transfers in From 5-cent Gasoline Tax Special Revenue Fund 600,000 600,000 600,000 - From 7-cent Gasoline Tax Special Revenue Fund 145,000 145,000 613,181 468,181 From Fuel Inspection Fees Special Revenue Fund 80,000 80,000 83,092 3,092 From Strategic Plan Fund 2,500,000 2,500,000 2,500,000 - From WAVE Transit - - 3,315,161 3,315,161 Total operating transfers in 3,325,000 3,325,000 7,111,434 3,786,434 Operating transfers out To Capital Improvement Fund (7,660,000) (18,594,242) (18,594,242) - To 7-Cent Roadway Maintenance Fund (650,000) (650,000) (902,567) (252,567) To Grant Administration Funds (550,000) (675,000) (500,000) 175,000 To Civic Center Enterprise Fund (261,772) (261,772) (1,121,554) (859,782) To Convention Center Enterprise Fund (367,000) (367,000) (367,000) - To WAVE Transit Enterprise Fund (5,523,308) (5,523,308) (8,838,470) (3,315,162) To Cruise Terminal Enterprise Fund (447,595) (447,595) (605,598) (158,003) To Emergency Medical Services Enterprise Fund (4,195,707) (4,195,707) (2,763,593) 1,432,114 To Tennis Center Enterprise Fund (545,295) (545,295) (503,716) 41,579 To Saenger Theater Enterprise Fund (158,413) (158,413) (134,596) 23,817 To Azalea City Golf Course Enterprise Fund (219,792) (219,792) (359,539) (139,747) To Employee Health Plan Internal Service Fund (8,000,000) (8,000,000) (6,523,172) 1,476,828 To Liability Insurance Internal Service Fund (2,800,000) (2,800,000) (2,800,000) 0 Total operating transfers out (31,378,882) (42,438,124) (44,014,047) (1,575,923) Total other financing sources (uses) $ (28,040,882) $ (39,100,124) $ (36,898,336) $ 2,201,788

126 CITY OF MOBILE, ALABAMA CAPITAL ASSETS USED IN THE OPERATION OF GOVERNMENTAL ACTIVITIES SCHEDULE BY FUNCTION September 30, 2016

Land Improvements Buildings Equipment Infrastructure Total General government $ 27,451,679 $ 70,086,692 $ 106,655,363 $ 18,119,999 $ 542,948,766 $ 765,262,499 Culture and recreation - 35,952,600 27,714,684 3,864,589 - 67,531,872 Economic development - - - 109,634 - 109,634 Engineering, development and build - 336,425 187,764 3,348,543 - 3,872,733 Finance department - - - 5,043,195 - 5,043,195 Public safety - 7,576,260 9,243,149 42,358,415 - 59,177,825 Public works - 1,893,155 2,127,712 36,064,465 - 40,085,332 Total governmental capital assets allocated to functions 27,451,679 115,845,132 145,928,672 108,908,840 542,948,766 941,083,090

Construction in progress 13,332,478

Infrastructure in progress 26,170,099

Total governmental activities capital assets 980,585,667

Less accumulated depreciation 313,909,557

Net governmental activities capital assets $ 666,676,110

127 CITY OF MOBILE, ALABAMA SCHEDULE OF BONDS, WARRANTS AND NOTES PAYABLE For the year ended September 30, 2016

Interest Interest Final Rates Payment Issue Maturity Percent Dates Dates Date Serial Payments

2002 Limited Obligation 3.7-5.5% 2/15-8/15 5/15/02 2/15/23 Semi-annual interest payments with Tax Increment Warrants annual principal payments ranging from $390,000 to $885,000 2006 General Obligation 4.38-5.0% 2/15-8/15 7/1/06 2/15/30 Semi-annual interest payments with Refunding and Improvement annual principal payments ranging Warrants from $1,000,000 to $8,750,000 2006 General Obligation 4.5% 2/15-8/15 10/2/06 8/15/16 Semi-annual interest payments with Private Placement Warrants semi-annual principal payments ranging from $225,000 to $380,000 2008 General Obligation Warrants 4.0-5.0% 2/15-8/15 1/22/08 2/15/30 Semi-annual interest payments with annual principal payments ranging from $1,905,000 to $8,950,000 2008B General Obligation 4.0-4.66% 2/15-8/15 7/24/08 2/15/20 Semi-annual interest payments with Refunding and Improvement annual principal payments ranging Warrants from $3,160,000 to $11,285,000 2008C (AMT) General Obligation 4.0-4.83% 2/15-8/15 7/24/08 2/15/30 Semi-annual interest payments with Improvement Warrants annual principal payments ranging from $715,000 to $845,000 2009A General Obligation 3.0-4.5% 2/15-8/15 12/9/09 2/15/28 Semi-annual interest payments with Refunding Warrants annual principal payments ranging from $60,000 to $7,730,000 2009B General Obligation 6.085% 2/15-8/15 12/9/09 2/15/30 Semi-annual interest payments with Build America Warrants annual principal payments ranging (Taxable) from $3,320,000 to $9,380,000 2009C General Obligation 6.085% 2/15-8/15 12/9/09 2/15/30 Semi-annual interest payments with Recovery Zone Economic a lump sum principal payment in Development Warrants the amount of $6,430,000 2011 General Obligation 2.84% 2/15-8/15 7/20/11 2/15/26 Semi-annual interest payments with Private Placement Warrants annual principal payments ranging from $640,000 to 2,040,000 2012 General Obligation 1.53% 2/15-8/15 12/4/12 8/15/17 Semi-annual interest payments with Private Placement Warrant semi- annual principal payments ranging from $494,261 to 525,499 2016 General Obligation 4.5-5.0% 2/15-8/15 2/11/16 2/15/30 Semi-annual interest payments with Refunding Warrant semi- annual principal payments ranging from $29,979.25 to 521,595 Note payable to Bank of New York 5.36% 2/1-8/1 6/30/04 8/1/22 Semi-annual interest payments with Mellon (Fort Conde) annual principal payments ranging from $40,000 to $115,000 Note payable to Bank of New York 3.22% 2/1-8/1 4/28/99 8/1/17 Semi-annual interest payments with Mellon (Harmon Park) annual principal payments ranging from $30,000 To $135,000 Note payable to Bank of New York 3.56% 2/1-8/1 4/28/99 8/1/18 Semi-annual interest payments with Mellon (E.D. Center) annual principal payments ranging from $30,000 To $140,000 Note payable to Bank of New York 2.70% 2/1-8/1 9/14/06 8/1/25 Semi-annual interest payments with Mellon (Library) annual principal payments ranging from $105,000 To $200,000

Total

128 Year Year Ended Ended Original Balance September 30, September 30, Balance Interest for Amount of September 30, 2016 2016 September 30, Year Ended Issue 2015 Issued Retirements 2016 September 2016

10,655,000 5,925,000 - 610,000 5,315,000 309,100

63,410,000 42,465,000 - 42,465,000 - 987,580

3,100,000 380,000 - 380,000 - 12,938

57,000,000 57,000,000 - - 57,000,000 2,492,900

69,295,000 49,895,000 - 5,775,000 44,120,000 2,230,644

22,095,000 19,050,000 - 845,000 18,205,000 1,016,951

56,380,000 55,910,000 - 60,000 55,850,000 2,741,700

16,765,000 16,765,000 - 16,765,000 1,020,150

6,430,000 6,430,000 - 6,430,000 391,266

13,715,000 11,675,000 - 1,690,000 9,985,000 312,832

5,100,000 2,077,701 - 1,030,737 1,046,964 28,347

39,402,000 - 39,402,000 - 39,402,000 524,595

1,275,000 660,000 - 75,000 585,000 11,615

1,410,000 260,000 - 125,000 135,000 3,604

1,440,000 390,000 - 120,000 270,000 5,944

2,695,000 1,640,000 - 135,000 1,505,000 90,630

$ 370,167,000 $ 270,522,701 $ 39,402,000 $ 53,310,737 $ 256,613,964 $ 12,180,796

129 WILLIAM S. STIMPSON MAYOR Part III Statistical Section CITY OF MOBILE, ALABAMA

STATISTICAL SECTION

This part of the City of Mobile's comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the government's overall financial health.

Contents Page

Financial Trends

These schedules contain trend information to help the reader understand how the government's financial performance and wellbeing have changed 130 over time.

Revenue Capacity

These schedules contain information to help the reader assess the 142 government's local resources.

Debt Capacity

These schedules present information to help the reader assess the affordability of the government's current levels of outstanding debt and the 151 government's ability to issue additional debt in the future.

Demographic and Economic Information

These schedules offer demographic and economic indicators to help the reader understand the environment within which the government's 158 financial activities take place.

Operating Information

These schedules contain service and infrastructure data to help the reader understand how the information in the government's financial report relates to the services the government provides and the activities it 162 performs.

Sources: Unless otherwise noted, the information in these schedules is derived from the comprehensive annual financial reports for the relevant year. CITY OF MOBILE, ALABAMA Net Position by Component Last 10 Fiscal Years (accrual basis of accounting)

Fiscal Year 2016 2015 2014 2013 Governmental activities Net investment in capital assets $ 417,251,471 $ 401,397,005 $ 372,032,993 $ 366,741,756 Restricted 24,152,958 21,295,974 95,217,446 93,283,087 Unrestricted (278,066,055) (282,832,642) (161,252,000) (157,937,778) Total governmental net position $ 163,338,374 $ 139,860,337 $ 305,998,439 $ 302,087,065

Business-type activities Net investment in capital assets $ 90,229,705 $ 92,885,644 $ 97,964,060 $ 101,563,121 Unrestricted 458,089 (1,914,572) 6,820,494 10,284,211 Total business-type net position $ 90,687,794 $ 90,971,072 $ 104,784,554 $ 111,847,332

Primary governmental Net investment in capital assets $ 507,481,176 $ 494,282,649 $ 469,997,053 $ 468,304,877 Restricted 24,152,958 21,295,974 95,217,446 93,283,087 Unrestricted (277,607,966) (284,747,214) (154,431,506) (147,653,567) Total primary governmental net position $ 254,026,168 $ 230,831,409 $ 410,782,993 $ 413,934,397

130 Fiscal Year 2012 2011 2010 2009 2008 2007

$ 360,178,198 $ 350,323,247 $ 352,295,866 $ 360,784,525 $ 165,220,265 $ 268,805,699 97,600,533 95,803,612 92,363,209 82,012,164 163,913,530 67,707,443 (126,055,943) (90,121,806) (81,290,372) (62,583,863) 2,166,159 10,736,409 $ 331,722,788 $ 356,005,053 $ 363,368,703 $ 380,212,826 $ 331,299,954 $ 347,249,551

$ 101,478,517 $ 102,867,788 $ 105,870,417 $ 104,970,172 $ 108,695,419 $ 92,821,853 4,634,952 6,145,132 5,217,216 (1,392,389) (1,354,221) (3,287,345) $ 106,113,469 $ 109,012,920 $ 111,087,633 $ 103,577,783 $ 107,341,198 $ 89,534,508

$ 461,656,715 $ 453,191,035 $ 458,166,283 $ 465,754,697 $ 273,915,684 $ 361,627,552 97,600,533 95,803,612 92,363,209 82,012,164 163,913,530 67,707,443 (121,420,991) (83,976,674) (76,073,156) (63,976,252) 811,938 7,449,064

$ 437,836,257 $ 465,017,973 $ 474,456,336 $ 483,790,609 $ 438,641,152 $ 436,784,059

131 CITY OF MOBILE, ALABAMA Changes in Net Position Last 10 Fiscal Years (accrual basis of accounting)

Fiscal Year 2016 2015 2014 2013 Expenses Governmental activities: General government $ 71,077,484 $ 71,599,115 $ 78,626,293 $ 89,601,242 Culture and recreation 24,346,459 25,423,325 24,192,649 24,345,756 Economic development 1,058,324 1,339,289 1,175,960 1,271,271 Engineering, development & build 15,562,782 - - - Finance 5,792,949 5,905,306 5,886,971 5,313,958 Public safety 108,777,473 102,625,577 115,054,082 116,799,647 Public works 32,182,584 39,454,462 41,782,266 41,980,768 Nondepartmental - - - - Interest on long-term debt 12,523,734 13,222,630 14,123,164 14,531,680 Total governmental activities expenses 271,321,789 259,569,704 280,841,385 293,844,322 Business-type activities: Azalea City Golf Course 1,602,676 1,573,881 1,533,543 1,545,563 Civic Center 3,794,184 3,675,513 3,581,709 3,562,838 Convention Center 9,078,055 8,543,558 9,674,772 8,525,656 Cruise Terminal 1,092,752 1,028,171 1,143,905 1,303,494 Emergency Medical Services 5,796,418 5,392,697 7,477,075 6,795,760 Mobile Tennis Center 761,823 781,819 707,450 639,725 Neighborhood Renewal Program 11,467 14,334 18,987 1,408 Parking Garage 237,596 239,667 285,324 228,298 Saenger Theater 881,566 843,474 889,736 259,127 Wave Transit System 12,169,978 11,857,903 12,134,216 11,551,094 Total business-type activities expenses 35,426,515 33,951,017 37,446,717 34,412,963 Total primary government expenses $ 306,748,304 $ 293,520,721 $ 318,288,102 $ 328,257,285 Program revenues Governmental activities: Charges for services General government 50,160,158 50,060,635 51,222,299 48,203,217 Culture and recreation 302,707 525,844 437,059 525,468 Engineering, development & build 1,601,395 - - - Public safety 4,505,318 5,141,753 5,841,687 6,282,468 Public works - 562,397 430,550 654,746 Operating grants and contributions 9,029,824 6,158,691 6,937,239 9,032,116 Capital grants and contributions 3,518,998 19,279,163 2,525,315 5,105,011 Total governmental activities program revenues 69,118,400 81,728,483 67,394,149 69,803,026 Business-type activities: Charges for services Azalea City Golf Course 1,275,404 1,304,713 1,344,965 1,339,025 Civic Center 2,367,738 2,028,805 2,031,222 1,960,052 Convention Center 2,588,337 2,122,764 2,204,743 1,969,680 Cruise Terminal 141,063 346,635 206,892 771,780 Emergency Medical Services 3,882,158 4,227,342 2,189,244 2,149,941 Mobile Tennis Center 260,707 270,386 261,450 214,030 Affordable Homes Program - - Neighborhood Renewal Program 100,278 28,287 53,884 - Parking Garage 402,268 405,092 400,957 410,482 Saenger Theater 566,731 530,969 542,724 200,270 Wave Transit System 1,048,474 1,164,788 1,136,104 1,115,896 Operating grants and contributions 3,308,904 3,502,088 3,412,216 2,910,578 Capital grants and contributions 1,157,458 488,423 848,317 1,275,691 Total business-type activities program revenues 17,099,520 16,420,292 14,632,718 14,317,425 Total primary government program revenues $ 86,217,920 $ 98,148,775 $ 82,026,867 $ 84,120,451 Net (Expense) Revenue Government activities $ (202,203,389) $ (177,841,221) $ (213,447,236) $ (224,041,296) Business-type activities (18,326,995) (17,530,725) (22,813,999) (20,095,538) Total primary government net expense $ (220,530,384) $ (195,371,946) $ (236,261,235) $ (244,136,834)

132 Fiscal Year 2012 2011 2010 2009 2008 2007

$ 74,952,084 $ 82,670,334 $ 84,138,439 $ 98,695,339 $ 49,310,958 $ 25,688,828 23,928,393 25,262,720 19,665,980 20,373,562 22,191,802 15,418,136 975,841 1,299,046 2,802,701 1,429,622 984,354 1,011,217 - 5,325,800 5,509,037 5,791,514 6,823,212 5,273,774 5,363,060 109,210,514 108,344,311 101,844,933 107,158,818 84,761,044 79,092,490 42,860,205 43,316,969 44,867,891 45,892,056 40,955,090 34,964,378 - 40,980,936 14,880,418 15,119,170 14,120,058 15,717,193 36,120,233 9,879,154 272,133,255 281,521,587 273,231,516 296,089,802 239,597,255 212,398,199

1,428,306 1,619,823 1,452,509 1,518,478 1,302,813 1,371,130 3,523,551 3,758,785 4,506,235 3,685,566 4,134,371 3,833,788 8,415,212 9,800,672 8,977,037 10,981,125 9,921,621 9,240,980 1,045,826 3,689,985 527,408 415,494 - - 6,385,225 6,113,101 5,430,599 5,478,439 5,632,700 4,473,192 602,193 612,999 560,212 509,708 542,698 546,246 25,141 16,710 5,143 7,875 16,295 10,864 280,776 251,674 275,939 270,307 264,875 243,425 ------12,369,217 11,579,865 10,620,087 10,812,366 10,244,202 9,445,274 34,075,447 37,443,614 32,355,169 33,679,358 32,059,575 29,164,899 $ 306,208,702 $ 318,965,201 $ 305,586,685 $ 329,769,160 $ 271,656,830 $ 241,563,098

48,142,712 49,664,462 49,218,621 13,394,552 9,056,023 9,357,220 458,196 412,487 453,870 537,176 516,332 488,084 ------5,652,106 5,769,616 5,931,428 41,261,597 41,289,992 43,238,905 296,647 306,793 325,592 267,731 277,672 261,901 5,984,128 5,595,180 12,691,226 1,938,788 5,189,084 4,611,096 14,496,855 6,957,112 4,520,212 4,647,220 3,180,406 2,849,792 75,030,644 68,705,650 73,140,949 62,047,064 59,509,509 60,806,998

1,348,748 1,341,283 1,340,499 1,509,422 1,423,508 1,436,369 1,938,375 2,188,484 2,094,485 1,754,181 2,200,886 1,886,225 1,902,004 3,231,603 4,766,976 3,576,172 3,169,704 1,626,680 291,867 5,709,263 2,579,507 1,058,523 202,671 - 2,927,822 2,794,810 2,487,710 2,425,990 2,299,286 1,935,848 211,361 214,112 161,321 78,687 76,195 71,577 71,967 ------414,799 417,518 408,137 411,804 475,082 315,206 ------984,645 1,021,023 1,086,131 1,027,542 1,099,053 1,001,989 2,429,300 354,918 7,789,433 3,330,363 3,667,452 189,500 4,142,259 4,233,881 - - 82,935 2,463,690 16,591,180 21,578,862 22,714,199 15,172,684 14,696,772 10,927,084 $ 91,621,824 $ 90,284,512 $ 95,855,148 $ 77,219,748 $ 74,206,281 $ 71,734,082

$ (197,102,611) $ (212,815,937) $ (200,090,567) $ (234,042,738) $ (180,087,746) $ (151,591,201) (17,484,267) (15,864,752) (9,640,970) (18,506,674) (17,362,803) (18,237,815) $ (214,586,878) $ (228,680,689) $ (209,731,537) $ (252,549,412) $ (197,450,549) $ (169,829,016)

133 CITY OF MOBILE, ALABAMA Changes in Net Position Last 10 Fiscal Years (accrual basis of accounting)

Fiscal Year 2016 2015 2014 2013

General Revenues and Other Changes in Net Position Governmental activities: Real and personal property tax 19,241,503 18,293,200 17,130,837 16,364,039 Sales tax 179,817,467 178,536,073 171,549,434 163,725,091 Gasoline tax 10,471,152 10,113,784 9,474,098 9,499,092 Room tax 5,916,535 5,653,761 5,389,031 5,182,775 Beer and liquor tax 2,154,493 2,100,653 2,025,855 2,078,693 Rental and leasing tax 9,465,186 9,220,699 8,497,843 8,015,194 Cigarette stamp tax 1,701,496 1,743,039 1,815,029 1,993,093 Other tobacco tax 452,886 480,735 442,344 432,831 Financial excise tax 560,580 382,673 399,417 363,317 Other tax revenue 357,022 418,363 366,789 87,364 Grants and contributions not restricted to a specific program - - 348,437 - Investment earnings 135,751 63,943 72,025 94,013 Other 9,633,119 6,901,008 7,500,929 1,766,581 Capital contributions - - - - Transfers (5,284,854) (3,885,039) (4,969,603) (15,212,065) Total governmental activities 234,622,336 230,022,892 220,042,465 194,390,018

Business-type activities: Sales tax 9,995,087 9,660,595 8,985,838 8,894,386 Room tax 1,965,763 1,879,914 1,790,951 1,722,185 Investment earnings 1,954 1,690 4,829 763 Other 340 - - - Transfers 5,284,854 3,885,039 4,969,603 15,212,065 Total business-type activities 17,247,998 15,427,238 15,751,221 25,829,399 Total primary government $ 251,870,334 $ 245,450,130 $ 235,793,686 $ 220,219,417

Change in Net Position Government activities $ 32,418,947 $ 52,181,671 $ 6,595,229 $ (29,651,278) Business-type activities (1,078,997) (2,103,487) (7,062,778) 5,733,861 Total primary government $ 31,339,950 $ 50,078,184 $ (467,549) $ (23,917,417)

134 Fiscal Year 2012 2011 2010 2009 2008 2007

16,262,921 16,093,899 16,077,830 15,969,310 14,938,843 13,200,779 133,215,345 163,405,226 141,825,022 132,218,742 140,470,973 135,345,733 9,680,455 10,115,711 10,213,140 7,735,285 7,775,814 10,020,374 5,003,180 5,092,514 6,040,106 4,795,120 5,239,745 4,689,885 2,031,634 2,005,816 2,196,467 2,137,149 2,027,597 1,933,147 6,309,404 6,080,474 5,699,115 4,104,708 4,430,951 6,638,181 2,200,090 2,234,211 2,370,001 2,253,663 2,188,771 2,229,154 411,392 459,774 462,814 455,907 434,014 444,534 147,964 77,098 79,224 1,320,726 4,264,065 1,286,414 71,835 114,016 105,055 4,554,032 - 149,249

------283,034 337,496 301,434 1,009,662 3,150,149 4,658,748 1,409,680 3,122,939 2,239,320 6,298,450 5,550,454 5,086,335 - - 2,417,423 105,130,798 - 4,693,831 (4,206,588) (3,686,887) (6,780,507) (5,027,942) (26,333,227) (7,812,027) 172,820,346 205,452,287 183,246,444 282,955,610 164,138,149 182,564,337

8,715,107 8,395,672 8,378,986 7,974,021 7,354,647 6,285,253 1,662,898 1,685,196 1,997,710 1,568,826 1,586,408 1,405,841 223 4,576 3,321 16,563 59,405 34,180 - 17,708 (9,704) 155,907 (164,194) - 4,206,588 3,686,887 6,780,507 5,027,942 26,333,227 7,812,027 14,584,816 13,790,039 17,150,820 14,743,259 35,169,493 15,537,301 $ 187,405,162 $ 219,242,326 $ 200,397,264 $ 297,698,869 $ 199,307,642 $ 198,101,638

$ (24,282,265) $ (7,363,650) $ (16,844,123) $ 48,912,872 $ (15,949,597) $ 30,973,136 (2,899,451) (2,074,713) 7,509,850 (3,763,415) 17,806,690 (2,700,514) $ (27,181,716) $ (9,438,363) $ (9,334,273) $ 45,149,457 $ 1,857,093 $ 28,272,622

135 CITY OF MOBILE, ALABAMA Governmental Activities Tax Revenue by Source Last 10 Fiscal Years (accrual basis of accounting)

Motor Fuels Alcoholic Fiscal Year Property Taxes Sales Tax Tax Room Tax Beverage Tax 2016 $ 19,241,503 $ 179,817,467 $ 10,471,152 $ 5,916,535 $ 2,154,493 2015 18,293,200 178,536,073 10,113,784 5,653,761 2,100,653 2014 17,130,837 171,549,434 9,474,098 5,389,031 2,025,855 2013 16,364,039 163,725,091 9,499,092 5,182,775 2,078,693 2012 16,262,921 133,215,345 9,680,455 5,003,180 2,031,634 2011 16,093,899 163,405,226 10,115,711 5,092,514 2,005,816 2010 16,077,830 141,825,022 10,213,140 6,040,106 2,196,467 2009 15,969,310 132,218,742 7,735,285 4,795,120 2,137,149 2008 14,938,843 140,470,973 7,775,814 5,239,745 2,027,597 2007 13,200,779 135,345,733 10,020,374 4,689,885 1,933,147

136 Rental and Financial Leasing Tax Tobacco Tax Excise Tax Other Taxes Total $ 9,465,186 $ 2,154,382 $ 560,580 $ 357,022 $ 230,138,320 9,220,699 2,223,774 382,673 418,363 226,942,980 8,497,843 2,257,373 399,417 366,789 217,090,677 8,015,194 2,425,924 363,317 87,364 207,741,489 6,309,404 2,611,482 147,964 71,835 175,334,220 6,080,474 2,693,985 77,098 114,016 205,678,739 5,699,115 2,832,815 79,224 105,055 185,068,774 4,104,708 2,709,570 1,320,726 4,554,032 175,544,642 4,430,951 2,622,785 4,264,065 - 181,770,773 6,638,181 2,673,688 1,286,414 149,249 175,937,450

137 CITY OF MOBILE, ALABAMA Fund Balances of Governmental Funds Last 10 Fiscal Years (modified accrual basis of accounting)

Fiscal Year 2016 2015 2014 2013 General Fund Reserved Economic Development $ - $ - $ - $ - General Fund Encumbrances - - - - Grants - - - - Law Enforcement - - - - Long-term receivables - - - - Unreserved, reported in General Fund - - - - Nonspendable Inventory 2,781,282 2,602,208 2,301,354 2,241,159 Long-term receivables - - - - Prepaid items 10,000 10,000 10,000 10,000 Restricted Grants - - - 1,993,528 Law Enforcement - - - 475,460 Assigned Athletic Fund 64,832 67,643 51,475 67,165 Designated and Donated Funds 1,117,574 1,018,844 931,962 871,274 General Fund Encumbrances 964,058 1,238,624 1,008,876 924,907 Municipal Court - - - 970,725 Unassigned 29,753,581 37,421,124 14,926,335 (4,296,200) Total general fund 34,691,327 42,358,443 19,230,002 3,258,018 All other governmental funds Reserved Economic Development - - - - Encumbrances - - - - Road and Bridge Construction - - - - Road and Bridge Repair - - - - Unreserved, reported in Capital Projects - - - - Debt Service - - - - Restricted Capital Projects 6,762,074 11,237,290 13,874,911 17,425,661 Debt Service 131,469 382,829 719,022 221,605 Grants 5,632,013 1,897,365 1,930,590 - Law Enforcement 168,455 336,459 384,466 - Road and Bridge Construction 186,373 110,735 56,852 291,265 Road and Bridge Repair 2,356,683 1,460,134 1,058,928 582,849 Committed Capital Improvements Fund - - - - Flood Management 83,970 83,928 83,886 83,844 Strategic Plan Fund - - - - Tax Increment Program 9,709,410 10,365,142 8,497,657 7,078,953 Assigned Capital Improvements Fund 59,340,935 33,049,858 34,231,012 35,653,503 Economic Development 28,460 27,043 31,777 37,390 Municipal Court 1,465,380 1,348,629 1,250,286 - Strategic Plan Fund - 10,154,041 9,026,591 8,577,907 Unassigned - - (11,221) (6,593) Total other governmental funds 85,865,222 70,453,453 71,134,757 69,946,384 Total governmental funds $ 120,556,549 $ 112,811,896 $ 90,364,759 $ 73,204,402

Note: Accounting principles for reporting fund balances changed in 2011 with the implementation of GASB Statement 54. Prior years are not required to be reclassified. GASB 54 includes a prescribed hierarchy based on the extent to which the City is bound by constraints for the use of the funds reported as governmental funds. GASB 54 provides the classification as non-spendable, restricted, committed, assigned, and unassigned based on the relative strength of the constraints that control how specific amounts can be spent. Please refer to the notes to the financial statements for additional information on fund balance classifications of governmental funds.

138 Fiscal Year 2012 2011 2010 2009 2008 2007

$ - $ - $ - $ - $ 85,726 $ - - - 823,219 1,034,392 1,220,923 794,815 - - 2,472,910 2,467,570 2,735,850 1,903,911 - - 779,310 670,839 ` 526,345 - - 1,360,000 1,580,000 1,790,000 1,980,000

- - 8,444,256 (1,266,959) 11,035,656 12,993,274

2,389,694 2,244,640 - - - - 865,000 1,125,000 - - - - 10,000 10,000 - - - -

2,169,963 3,826,585 - - - - 678,883 720,801 - - - -

55,037 78,452 - - - - 918,911 1,038,806 - - - - 875,537 898,836 - - - - 505,817 788,521 - - - - 11,371,036 24,722,193 - - - - 19,839,878 35,453,834 13,879,695 4,485,842 16,868,155 18,198,345

- - 4,379,895 3,164,397 2,397,080 3,090,393 - - 8,215,670 7,006,389 7,228,440 7,274,268 - - 166,524 103,166 531,902 487,351 - - 1,933,945 608,929 352,619 770,546

- - 64,892,359 59,856,507 92,514,133 56,428,126 - - 3,494,130 3,367,695 3,338,317 2,688,293

21,696,088 32,088,514 - - - - 4,516,268 3,986,450 ------264,644 230,890 - - - - 2,860,505 2,240,173 - - - -

3,672,116 - - - - - 83,802 83,760 - - - - 81,402 - - - - - 7,269,987 5,662,283 - - - -

22,312,616 23,539,946 - - - - 36,028 34,268 ------6,422,154 6,893,258 - - - - - (6,599) - - - - 69,215,610 74,752,943 83,082,523 74,107,083 106,362,491 70,738,977 $ 89,055,488 $ 110,206,777 $ 96,962,218 $ 78,592,925 $ 123,230,646 $ 88,937,322

139 CITY OF MOBILE, ALABAMA Changes in Fund Balances of Governmental Funds Last 10 Fiscal Years (modified accrual basis of accounting)

Fiscal Year 2016 2015 2014 2013 REVENUES Taxes $ 230,138,319 $ 226,942,982 $ 217,090,677 $ 207,741,489 Licenses and permits 39,959,958 39,165,570 39,525,926 36,532,107 Intergovernmental 79,906 102,817 65,645 137,740 Charges for services 6,875,123 7,398,861 8,466,724 8,723,683 Fines and forfeitures 3,102,723 3,777,807 4,386,729 4,548,189 State and federal assistance 12,439,232 8,475,079 9,149,146 13,594,457 Assessments - - 3,944 - Investment income 138,428 63,943 72,025 94,013 Other revenue 9,718,967 8,541,969 7,559,519 1,987,282 Total revenues 302,452,656 294,469,028 286,320,335 273,358,960 EXPENDITURES Current: General government 18,941,345 21,472,111 21,625,859 16,795,637 Culture and recreation 13,499,894 14,495,544 13,321,383 13,475,345 Economic development 939,655 1,175,456 854,155 832,668 Engineering, development & build 13,456,972 - - - Finance 5,052,016 5,149,172 5,028,125 4,542,960 Public safety 87,812,807 84,996,189 82,499,697 83,692,248 Public works 25,173,163 33,094,011 34,013,827 32,913,792 Non-departmental 43,683,515 40,008,437 46,861,160 57,085,851 Debt service: Administrative charges 71,203 90,122 - - Interest 12,204,124 13,309,190 13,533,770 13,934,349 Principal retirement 14,935,138 14,479,688 12,132,976 11,952,149 Interest Reimbursement (248,425) (746,147) - - Capital outlay: Capital outlay 44,608,499 29,059,563 23,893,432 33,359,798 Total expenditures 280,129,906 256,583,336 253,764,384 268,584,797 Excess (deficiency) of revenues over expenditures 22,322,750 37,885,692 32,555,951 4,774,163 OTHER FINANCING SOURCES (USES) Proceeds from disposal of assets 29,921 50,384 7,124 18,121 Capital-related debt issued 39,402,000 - - 5,100,000 Payment to refunding bond escrow agent (39,260,592) - - - Bond issuance costs (141,408) - - (10,529) Premiums (discounts) on bonds issued - - - - Insurance recoveries - - - - Transfers in 85,940,777 39,374,477 54,390,241 39,264,957 Transfers out (100,548,803) (54,863,410) (69,792,959) (61,044,043) Total other financing sources (uses) (14,578,105) (15,438,549) (15,395,594) (16,671,494)

Net change in fund balances 7,744,645 22,447,143 17,160,357 (11,897,331) Fund balances - beginning 112,811,902 90,364,759 73,204,402 89,055,488 Adjustments to beginning net position - - - (3,953,755) Fund balances - ending $ 120,556,547 $ 112,811,902 $ 90,364,759 $ 73,204,402

Debt service as a percentage of noncapital expenditures 11.06% 11.58% 10.99% 10.68%

140 Fiscal Year 2012 2011 2010 2009 2008 2007

$ 175,115,820 $ 207,431,270 $ 186,728,761 $ 174,810,707 $ 181,770,773 $ 174,536,999 36,427,112 35,853,964 35,887,762 37,000,838 36,321,711 34,637,574 443,642 245,581 199,992 1,548,996 539,578 1,730,873 8,260,051 8,559,708 8,184,608 8,167,239 9,850,027 9,764,293 4,365,667 4,468,316 4,724,902 4,691,317 4,968,281 4,547,176 20,151,236 12,530,527 17,168,956 6,502,302 8,306,569 7,460,888 - 526 - - - - 283,035 324,573 301,811 1,056,562 3,150,147 4,786,183 1,418,460 7,297,106 2,244,211 5,608,303 4,575,337 4,652,330 246,465,023 276,711,571 255,441,003 239,386,264 249,482,423 242,116,316

16,672,894 17,319,848 17,244,146 18,919,217 16,774,235 15,156,729 13,396,491 14,293,565 14,696,416 15,154,032 13,191,508 12,830,294 801,029 943,489 946,081 1,008,755 903,138 996,402 ------4,672,001 4,703,808 4,829,821 5,010,643 4,597,974 4,395,742 79,899,320 78,453,950 79,674,151 86,342,817 84,463,292 75,746,232 34,990,667 36,523,540 36,745,281 37,334,095 36,655,722 33,982,373 59,413,866 51,280,489 58,242,547 40,363,981 46,884,800 46,938,096

------14,268,697 14,692,483 13,478,392 14,440,851 36,120,233 9,637,487 8,749,175 7,301,694 7,104,607 12,020,851 46,944,636 12,556,427 ------

21,907,267 32,327,433 22,269,823 45,338,810 46,840,177 36,810,657 254,771,407 257,840,299 255,231,265 275,934,052 333,375,715 249,050,439 (8,306,384) 18,871,272 209,738 (36,547,788) (83,893,292) (6,934,123)

13,123 16,822 3,331 75,602 2,233 2,652 - 15,334,069 84,775,000 569,000 148,390,000 3,930,000 - (10,657,242) (58,207,259) - - - - (57,750) (643,350) - - - - - 2,287,511 - - - - 1,559 2,113 - 448,534 564,370 30,456,574 28,985,202 32,058,663 32,984,026 56,126,848 41,185,247 (43,314,602) (39,249,373) (42,116,454) (41,718,561) (86,780,999) (53,102,723) (12,844,905) (5,626,713) 18,159,555 (8,089,933) 118,186,616 (7,420,454)

(21,151,289) 13,244,559 18,369,293 (44,637,721) 34,293,324 (14,354,577) 110,206,777 96,962,218 78,592,925 123,230,646 88,937,322 103,291,899 ------$ 89,055,488 $ 110,206,777 $ 96,962,218 $ 78,592,925 $ 123,230,646 $ 88,937,322

10.31% 9.80% 8.82% 11.48% 28.99% 10.61%

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CITY OF MOBILE, ALABAMA Value of Taxable Sales Last 10 Fiscal Years

Value of Taxable Sales - General Sales Tax Direct Tax Rate - Fiscal Year (in millions) General Sales Tax 2016 $ 3,582 5.0% 2015 3,540 5.0% 2014 3,386 5.0% 2013 3,285 5.0% 2012 3,309 4.0% 2011 2,769 5.0% 2010 2,853 4.0% 2009 2,728 4.0% 2008 2,910 4.0% 2007 2,166 4.0%

142 CITY OF MOBILE, ALABAMA Sales Tax Rates Direct and Overlapping1 Governments Last 10 Fiscal Years

City of Mobile City of Mobile Police Jurisdiction2 Fiscal Farm Manuf. Farm Manuf. Year General Auto Machinery Machinery Vending General Auto Machinery Machinery 2016 5.00% 2.25% 2.25% 2.25% 5.00% 2.50% 1.13% 1.13% 1.13% 2015 5.00% 2.25% 2.25% 2.25% 5.00% 2.50% 1.13% 1.13% 1.13% 2014 5.00% 2.25% 2.25% 2.25% 5.00% 2.50% 1.13% 1.13% 1.13% 2013 5.00% 2.25% 2.25% 2.25% 5.00% 2.50% 1.13% 1.13% 1.13% 2012 4.00% 2.00% 2.00% 2.00% 4.00% 2.00% 1.00% 1.00% 1.00% 2011 5.00% 2.25% 2.25% 2.25% 5.00% 2.50% 1.13% 1.13% 1.13% 2010 5.00% 2.25% 2.25% 2.25% 5.00% 2.50% 1.13% 1.13% 1.13% 2009 4.00% 2.00% 2.00% 2.00% 4.00% 2.00% 1.00% 1.00% 1.00% 2008 4.00% 2.00% 2.00% 2.00% 4.00% 2.00% 1.00% 1.00% 1.00% 2007 4.00% 2.00% 2.00% 2.00% 4.00% 2.00% 1.00% 1.00% 1.00%

Source: Alabama Department of Revenue

1 Overlapping rates are those of local and county governments that apply to sales in common geographical areas.

2 The City collects sales and use tax revenues on sales made within the City of Mobile Police Jurisdiction, located outside of the City's limits and within Mobile County.

143 Overlapping Rates Mobile County Total Direct and Overlapping Rates Farm Manuf. Farm Manuf. Vending General Auto Machinery Machinery Vending General Auto Machinery Machinery Vending 2.50% 1.00% 0.50% 1.00% 1.00% 1.00% 6.00% 2.75% 3.25% 3.25% 6.00% 2.50% 1.00% 0.50% 1.00% 1.00% 1.00% 6.00% 2.75% 3.25% 3.25% 6.00% 2.50% 1.00% 0.50% 1.00% 1.00% 1.00% 6.00% 2.75% 3.25% 3.25% 6.00% 2.50% 1.00% 0.50% 1.00% 1.00% 1.00% 6.00% 2.75% 3.25% 3.25% 6.00% 2.00% 1.00% 0.50% 1.00% 1.00% 1.00% 5.00% 2.50% 3.00% 3.00% 5.00% 2.50% 1.00% 0.50% 1.00% 1.00% 1.00% 6.00% 2.75% 3.25% 3.25% 6.00% 2.50% 1.00% 0.50% 1.00% 1.00% 1.00% 6.00% 2.75% 3.25% 3.25% 6.00% 2.00% 1.00% 0.50% 1.00% 1.00% 1.00% 5.00% 2.50% 3.00% 3.00% 5.00% 2.00% 1.00% 0.50% 1.00% 1.00% 1.00% 5.00% 2.50% 3.00% 3.00% 5.00% 2.00% 1.00% 0.50% 1.00% 1.00% 1.00% 5.00% 2.50% 3.00% 3.00% 5.00%

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CITY OF MOBILE, ALABAMA Principal Sales Taxpayers Current and Nine Years Ago

2016 2007 Percentage of Percentage of Total Taxable Total Taxable Taxpayer Rank Sales Rank Sales Wal-Mart #866 1 2.54% 3 1.51% Wal-Mart #853 2 2.22% 4 1.47% Wal-Mart #991 3 1.88% 1 2.17% Sams Wholesale Club 4 1.69% 2 1.98% Costco Wholesale 5 1.37% Lowes #549 6 1.06% Lowes Home Center 7 1.02% Lowe's #212 8 1.01% 5 1.09% Target 9 0.85% Dillards 10 0.83% 6 1.01% Best Buy #340 7 0.97% Walmart Supercenter #5174 8 0.95% Academy Sports & Outdoors 9 0.75% Springhill Automotive 10 0.74%

Totals 14.47% 12.64%

Source: City of Mobile Revenue Department

145 CITY OF MOBILE, ALABAMA Assessed Value and Estimated Actual Value of Taxable Property Last 10 Fiscal Years

Fiscal Year Real Property Personal Property Ended Residential Commercial Motor September 30 Property Property Vehicles Other

2016 585,088,500 1,521,698,920 294,187,320 415,461,340 2015 549,530,640 1,325,990,140 273,833,900 415,303,220 2014 560,883,060 1,296,432,480 264,068,220 403,555,900 2013 573,073,000 1,186,268,840 246,207,860 377,729,020 2012 595,089,140 1,162,088,560 246,543,060 337,826,540 2011 617,121,080 1,161,670,420 242,401,100 325,864,220 2010 633,841,820 1,165,905,120 206,483,760 335,177,320 2009 643,869,600 1,180,581,160 231,378,520 325,416,280 2008 628,768,700 1,131,989,640 243,601,600 308,008,300 2007 587,342,300 874,409,560 265,979,820 245,266,880

Source: Mobile County Revenue Commissioner

Note: Property in the county is reassessed annually. Estimated actual value is calculated by dividing assessed value by those percentages.

1 Includes tax-exempt property.

146 Total Estimated Assessed Less: Total Taxable Direct Actual Value1 as a Tax Exempt Assessed Tax Taxable Percentage of Real Property Value Rate Value Actual Value

68,384,340 2,748,051,740 7 mills 13,296,813,733 21.18% 63,448,440 2,501,209,460 7 mills 12,386,604,367 20.71% 64,934,380 2,460,005,280 7 mills 12,248,615,700 20.61% 65,237,120 2,318,041,600 7 mills 11,558,176,033 20.62% 65,707,640 2,275,839,660 7 mills 11,745,392,267 19.94% 69,067,800 2,277,989,020 7 mills 11,852,034,147 19.80% 68,216,780 2,273,191,240 7 mills 12,058,815,266 19.42% 67,818,840 2,313,426,720 7 mills 12,420,469,867 19.17% 66,816,900 2,245,551,340 7 mills 12,191,259,500 18.97% 68,678,920 1,904,319,640 7 mills 12,012,219,333 16.42%

147 CITY OF MOBILE, ALABAMA Property Tax Rates Direct and Overlapping1 Governments Last 10 Fiscal Years

Overlapping Rates Mobile County City of Mobile County of Mobile School District Total Total Total Total Direct & Fiscal City County School Overlapping Year Millage Millage Millage Rates

2016 7 16 29.5 52.5 2015 7 16 29.5 52.5 2014 7 16 29.5 52.5 2013 7 16 29.5 52.5 2012 7 16 29.5 52.5 2011 7 16 29.5 52.5 2010 7 16 29.5 52.5 2009 7 16 29.5 52.5 2008 7 16 29.5 52.5 2007 7 16 29.5 52.5

Source: Mobile County Revenue Commissioner

1 Overlapping rates are those of local and county governments that apply to property owners within the City of Mobile.

A twelve (12) mill property tax increase for schools was approved by the voters in 2001.

148 CITY OF MOBILE, ALABAMA Principal Property Taxpayers Current and Nine Years Ago

2016 2007 Percentage of Percentage of Total City Total Taxable Taxable Assessed Taxable Taxable Assessed Assessed Taxpayer Value Rank Assessed Value Value Rank Value

Alabama Power Company $ 68,906,720 1 2.51% $ 242,159,980 1 5.19% Kimberly-Clark Corporation 42,162,920 2 1.53% 27,074,840 8 6.35% UOP LLC 37,890,800 3 1.38% RPI Bel Air Mall LLC 20,367,220 4 0.74% Mobile Gas Servie Corporation 19,467,120 5 0.71% 31,488,000 7 5.74% Shell Chemical Company 16,415,740 6 0.60% Campus Crest at Mobile 13,727,100 7 0.50% Bell South Communications 13,546,100 8 0.49% 42,847,200 4 5.85% Somerby of Mobile, LLC 12,257,960 9 0.45% Delaney Investments Inc. 11,854,400 10 0.43% Gulfstream Natural Gas 57,492,000 2 4.85% IPSCO Steel (AL) Inc 43,788,360 3 3.15% Florida Gas Transmission Co 40,622,100 5 4.85% Degussa Corporation 33,426,460 6 4.33% Exxon Corporation 18,430,420 9 4.86% AT&T Mobility 16,458,400 10 6.06% Totals $ 256,596,080 9.34% $ 553,787,760 5.07%

Source: Mobile County Revenue Commissioner

Note: Principal property taxpayers presented for 2016 are those property taxpayers in the City of Mobile. Principal property taxpayers presented for 2007 are those for the County as a whole as the information for the City-only taxpayers was not available for that year.

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CITY OF MOBILE, ALABAMA Property Tax Levies and Collections Last 10 Fiscal Years

Fiscal Collected within Total Year Total Tax the Fiscal Year Collection in Collection Ended Levy for of the Levy Percentage Subsequent to Date Percentage September 30 Fiscal Year Amount of Levy Years Amount of Levy 2016 $ 14,964,480 $ 10,218,795 68.29 $ 2,677,700 $ 12,896,495 86.18 2015 13,956,359 12,438,912 89.13 1,501,950 13,940,862 99.89 2014 13,686,098 11,036,067 80.64 2,060,535 13,096,602 95.69 2013 12,891,691 8,770,478 68.03 2,745,152 11,515,630 89.33 2012 12,999,487 8,826,780 67.90 3,486,486 12,313,266 94.72 2011 13,024,255 12,302,822 94.46 - 12,302,822 94.46 2010 13,177,824 12,504,204 94.89 - 12,504,204 94.89 2009 13,614,847 12,854,087 94.41 - 12,854,087 94.41 2008 13,136,355 12,810,663 97.52 - 12,810,663 97.52 2007 12,430,360 12,193,226 98.09 - 12,193,226 98.09

Source: Mobile County Revenue Commissioner

150 CITY OF MOBILE, ALABAMA Ratios of Outstanding Debt by Type Last 10 Fiscal Years

Governmental Activities General Limited Fiscal Obligation Obligation Notes Capital Year Bonds Bonds Payable Leases

2016 251,195,546 4,670,000 2,495,000 492,519 2015 270,283,046 5,925,000 2,950,000 1,473,283 2014 272,617,145 6,505,000 3,380,000 2,424,244 2013 282,547,567 7,050,000 3,785,000 3,346,323 2012 298,261,879 7,570,000 4,170,000 4,240,411 2011 298,290,945 8,070,000 4,730,000 5,287,794 2010 300,138,191 8,545,000 1,360,000 3,641,054 2009 275,867,172 9,000,000 1,580,000 2,462,037 2008 283,890,000 9,440,000 1,790,000 5,660,073 2007 178,646,500 9,860,000 1,980,000 7,625,028

* Data not available

Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements.

1 See the Schedule of Demographic and Economic Statistics for personal income and population data.

151 Business Type Activities Total Percentage Capital Primary of Personal Per Leases Government Income¹ Capita¹

- 258,853,065 * * - 280,631,329 1.87% 676 - 284,926,389 2.09% 686 184,751 296,913,641 2.18% 717 362,090 314,604,380 2.32% 760 532,314 316,911,053 2.35% 766 695,707 314,379,952 2.38% 761 852,545 289,761,754 2.52% 712 1,003,091 301,783,164 2.45% 743 1,211,680 199,323,208 1.73% 495

152 CITY OF MOBILE, ALABAMA Ratios of General Bonded Debt Outstanding Last 10 Fiscal Years

Percentage of Estimated General Less: Amounts Actual Taxable Fiscal Obligation Available in Debt Value¹ of Per Year Bonds Service Fund Total Property Capita²

2016 $ 251,195,546 $ 131,469 $ 251,064,077 1.89% * 2015 270,283,046 382,829 269,900,217 2.18% 650 2014 272,617,145 719,022 271,898,123 2.22% 655 2013 282,547,567 221,605 282,325,962 2.44% 682 2012 298,261,879 4,516,268 293,745,611 2.50% 710 2011 298,290,945 3,986,450 294,304,495 2.48% 712 2010 300,138,191 3,494,130 296,644,061 2.46% 718 2009 275,867,172 3,367,694 272,499,478 2.19% 670 2008 283,890,000 3,338,316 280,551,684 2.30% 690 2007 178,646,500 2,688,196 175,958,304 1.46% 437

Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 1 See the Schedule of Assessed Value and Estimated Actual Value of Taxable Property for property value of data. 2 Population data can be found in the Schedule of Demographic and Economic Statistics. * Data not available

153 CITY OF MOBILE, ALABAMA Direct and Overlapping Government Debt as of September 30, 2016

Estimated Estimated Share of Percentage Overlapping

Governmental Unit Debt Outstanding Applicable¹ Debt

Debt Repaid with Property taxes: County $ 481,991,374 46% $ 221,716,032 Subtotal, overlapping debt 221,716,032

City of Mobile direct debt 258,721,596 100% 258,721,596

Total direct and overlapping debt $ 480,437,628

Sources: Assessed value data used to estimate applicable percentages provided by the Mobile County Commissioner's Office. Debt outstanding data provided by the County. Note: Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the city. This schedule estimates the portion of the outstanding debt of those overlapping governemnts that is borne by the residents and businesses of the City of Mobile. This process recognizes that, when considering the government's ability to issue and repay long-term debt, the entire debt burden borne by the residents and businesses should be taken into account. However, this does not imply that every taxpayer is a resident and therefore responsible for repaying the debt, of each overlapping government.

1 The percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentages were estimated by determining the portion of the county's taxable assessed value that is within the government's boundaries and dividing it by the county's total taxable assessed value.

154 CITY OF MOBILE, ALABAMA Legal Debt Margin Information Last 10 Fiscal Years

Fiscal Year 2016 2015 2014

Debt Limit $ 563,287,216 $ 512,931,580 $ 504,987,932

Less: Total net debt applicable to limit 217,182,815 222,506,693 235,615,896

Legal debt margin $ 346,104,401 $ 290,424,887 $ 269,372,036

Total net debt applicable to the limit as a percentage of debt limit 38.6% 43.4% 46.7%

Legal Debt Margin Calculation for Fiscal Year 2016

Assessed value of real property, September 30, 2016 $ 2,106,787,420 Assessed value of personal property, September 30, 2016 709,648,660 Total assessed value 2,816,436,080

Debt Limt (20% of total assessed value) 563,287,216 Less: Total net debt applicable to limit 217,182,815 Legal debt margin $ 346,104,401

Note: Under state finance law, the City of Mobile's outstanding general obligation debt should not exceed 20 percent of total assessed property value. By law, the general obligation debt subject to the limitation may be offset by amounts set aside for repaying general obligation bonds.

Excludes general obligation warrants applicable to drainage improvements.

155 Fiscal Year 2013 2012 2011 2010 2009 2008 2007

$ 476,702,224 $ 468,309,460 $ 469,411,364 $ 468,281,604 $ 476,249,112 $ 462,473,648 $ 394,599,712

243,221,226 249,936,851 260,122,205 255,534,378 229,861,239 239,875,431 171,439,425

$ 233,480,998 $ 218,372,609 $ 209,289,159 $ 212,747,226 $ 246,387,873 $ 222,598,217 $ 223,160,287

51.0% 53.4% 55.4% 54.6% 48.3% 51.9% 43.4%

156 CITY OF MOBILE, ALABAMA Pledged-Revenue Coverage Last 10 Fiscal Years

Limited Obligation Tax Increment Financing Plan Tax Debt Service Year Increment Principal Interest 2016 $ 3,255,947 $ 610,000 $ 309,100 2015 3,206,435 580,000 341,825 2014 3,391,681 545,000 372,763 2013 2,487,111 520,000 400,230 2012 2,532,414 500,000 424,460 2011 2,548,928 475,000 447,135 2010 2,172,723 455,000 468,184 2009 2,133,818 440,000 487,878 2008 1,778,031 420,000 506,163 2007 1,416,398 405,000 522,876

Note: Details regarding the government's outstanding debt can be found in the notes to the financial statements.

157 CITY OF MOBILE, ALABAMA Demographic and Economic Statistics Last 10 Fiscal Years

Personal Income (amounts Per Capita Education Public Fiscal expressed Personal Median Level in Years of School Unemployement Year Population in millions) Income Age Formal Schooling Enrollment Rate

2016 * * * 37.0 High School Graduate 59,550 6.9% 2015 415,395 14,983 35,348 37.1 High School Graduate 59,031 7.2% 2014 415,123 13,601 32,631 37.0 High School Graduate 59,216 7.5% 2013 414,079 13,599 32,843 37.0 High School Graduate 59,582 7.4% 2012 413,936 13,565 32,771 37.2 High School Graduate 59,821 8.7% 2011 413,462 13,500 32,651 37.1 High School Graduate 60,946 10.4% 2010 412,992 13,200 31,962 36.0 2 years of college 67,230 10.8% 2009 406,928 11,512 28,290 36.1 High School Graduate 63,914 9.9% 2008 406,309 12,330 30,346 35.9 High School Graduate 63,657 4.7% 2007 403,000 11,540 28,635 35.3 High School Graduate 65,614 3.7%

* Data not available

Source: Mobile Chamber of Commerce

Note: All statistical data presented above are for the County of Mobile as the City of Mobile comprises

158 CITY OF MOBILE, ALABAMA Principal Employers Current Year and Nine Years Ago

2016 2007 Percentage of Percentage of Total Total Taxpayer Employees Rank Employement Employees Rank Employement Mobile County Public School System 7,500 1 4.40% 8,134 1 4.48% USA School and Medical Facilities 6,000 2 3.50% 5,000 3 2.76% Infirmary Health Systems 5,000 3 2.90% 6,450 2 3.56% Austal USA 4,000 4 2.40% 1,100 10 0.61% City of Mobile 2,100 5 1.20% 2,410 5 1.33% CPSI 1,950 6 1.10% County of Mobile 1,650 7 1.00% 1,588 7 0.88% AM/NS Calvert 1,600 8 0.90% Providence 1,500 9 0.90% 2,200 6 1.21% Alorica 1,200 10 0.01% Wal Mart 3,000 4 1.65% Spring Hill Medical Center 1,365 8 0.75% ST Aerospace Mobile 1,300 9 0.72% Totals 32,500 18.31% 32,547 17.95%

Source: Mobile Chamber of Commerce

159 CITY OF MOBILE, ALABAMA Full-Time Equivalent City Government Employees by Function Last 10 Fiscal Years

Full-time Equivalent Employees as of September 30 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007

Function General government 100 185 203 223 195 197 190 197 189 196 Culture and recreation 336 378 485 414 383 306 303 317 294 325 Economic development14121312121314131213 Engineering, development, and build 210------Finance 85939691919693918891 Public safety 1,242 1,333 1,399 1,288 1,546 1,374 1,327 1,312 1,307 1,273 Public works 423 540 541 569 564 581 576 575 553 585 Cruise Terminal 4------Firemedics 73 71 93 73 74 71 71 66 61 59 Golf course 19 20 26 22 26 21 20 28 28 17 Motor Pool 333323333 3 Tennis center 12 12 17 10 13 8 10 10 10 7 Total 2,521 2,647 2,876 2,705 2,906 2,670 2,607 2,612 2,545 2,569

Source: City Payroll Department

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CITY OF MOBILE, ALABAMA Capital Asset Statistics by Function Last 10 Fiscal Years

Function 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 Streets and Highways Paved 1,268.1 1,267.7 1,267.7 1,267.7 1,267.2 1,264.4 1,263.3 1,262.5 1,261.5 1,179.7 Unimproved 18.9 18.9 18.9 19.6 19.8 21.8 21.8 21.8 20.9 15.8 Traffic Signals 316 317 316 316 315 453 431 452 452 398 Street Lights 5,200 5,200 5,200 5,200 5,200 5,200 4,922 4,922 4,922 4,922 Public Safety Police Precincts and Mini-Precincts667889891010 Fire Stations 20 20 21 21 21 20 20 20 20 19 Culture and Recreation Parks 696868**92939591918968 Parks Acreage 1,294 1,294 1,294 1,754 1,754 1,754 1,740 1,740 1,740 1,740** Swimming Pools 666665777 6 Wading Pools 99965**** * Spray Grounds 54333**** * Tennis Courts 93 93 93 93 97 92 97 97 97 97 Community Centers 18141414151517171716 Senior Centers 3334***** * Motor Pool Sanitation Collection Trucks 30 35 36 37 38 37 36 48 34 31 * Information not available ** Method for reporting has changed. Source: Various City Departments

161 CITY OF MOBILE, ALABAMA Operating Indicators by Function Last 10 Fiscal Years

Function 2016 2015 2014 2013 General Government Urban Development Service request orders 17,311 13,534 18,806 17,043 Municipal offense tickets 1,344 1,516 1,634 2,221 Inspections/investigations 50,387 62,057 65,763 63,407 Plan reviews 2,087 5,196 7,453 8,043 Plan reviews - Right of Way 2,444 2,489 2,587 2,574 Notice of violations 9,448 5,911 6,445 6,913 Permits 12,075 12,388 13,433 13,018 Certificate of occupancy 314 378 330 267 PC/BOA applications 340 411 516 454 Tree commission applications 15 31 21 15 Complete nuisance abatement cases 84 125 77 44 Complete weed abatement cases 622 340 320 340 Removal of trees 524 369 395 395 Trimming removal 4,114 4,560 4,307 5,691 Stump removal 204 181 102 125 Human Resources Medical claims 207 234 221 262 Indemnity claims 31 35 31 42 Total claims 238 269 252 304 Mobile 311 Calls 96,805 96,450 110,776 115,594 SROs created 57,886 54,313 56,559 60,512 Information Technology Buildings with computer equipment 194 190 185 184 Miles of fiber 185 850 825 825 Wireless sites 29 25 22 18 Computer user accounts 3,436 3,250 3,222 3,000 Email accounts 1,932 2,400 2,369 2,458 Voicemail accounts 1,482 1,466 1,461 1,541 Computers/printers supported 3,375 3,098 3,098 3,163 Servers supported 95 99 99 95 800Mhz subscribers N/A N/A N/A N/A City phone extensions 2,802 2,724 2,756 2,730 Broadband Data Cards 70 72 63 88 Software Applications Supported 430 426 426 420 MIT Help Desk Cases 9,552 9,195 10,126 10,016 Number of Employees Trained - - - - Cell Phones 485 393 372 385 Telecom Help Desk Requests 1,284 1,759 1,473 1,809

162 2012 2011 2010 2009 2008 2007

16,819 14,546 14,901 12,374 10,525 12,264 2,557 1,875 2,023 1,722 1,883 1,811 63,213 82,961 76,510 72,530** 48,626 57,494 5,363 4,303 3,315 5,191 6,094 3,576 2,401 2,628 2,293 2,850 3,238 3,815 6,112 7,152 7,974 6,292 6,735 5,820 12,782 13,640 16,384 11,787 13,808 16,940 367 643 458 560 507 793 587 451 483 700 1,282 1,260 18 17 25 27 16 29 49 151 63 39 26 35 320 680 540 660 410 480 458 467 415 371 499 294 5,611 4,556 7,612 4,557 1,813 806 222 196 238 221 366 381

251 274 211 254 243** 298 37 49 54 28 31** 34 288 323 265 282 274** 332

115,398 109,681 116,030 110,655 110,168 100,234 60,916 59,725 64,147 60,345 55,644 51,725

181 180 180 175 170 166 825 825 920 820 810 800 30 27 22 20 25 35 2,934 2,850 2,750 2,680 2,850 2,821 2,320 2,050 2,200 2,203 2,050 1,810 1,547 1,738 1,735 1,584 1,545 1,285 2,537 2,450 2,600 2,496 2,450 2,397 115 75 90 90 75 60 N/A 1,906 1,906 1,906 1,906 1,906 2,724 2,426 2,267 2,544 2,442 2,475 89 110 103 102 97 86 409 409 408 391 375 342 10,270 9,450 3,917 5,331 5,209 5,040 - 75 599 889 510 620 365 333 331 340 307 244 2,028 2,132 1,995 2,302 2,952 2,674

163 CITY OF MOBILE, ALABAMA Operating Indicators by Function Last 10 Fiscal Years

Function 2016 2015 2014 2013 Economic Development Mobile Historic Development Commission Applications reviewed 382 400 412 430 Certificates issued 349 393 410 344 Applications heard by review board 27 58 64 86 Applications denied 3 7 2 12 Public Safety Mobile Police Department Crime Incidents: Murder (or Non-Neg Manslaughter) 44 23 26 29 Murder Domestic * 1 4 0 Negligent Manslaughter * 0 2 0 Forcible Rape 78 136 146** 29 Carjacking * 10 12 17 Robbery 459 427 431 452 Aggravated Assault 1,165 1,225 1,136 1,272 Burglary 2,621 2,275 2,878 2,828 Larceny 8,834 8,367 8,824 9,384 Vehicle Theft 850 623 727 742 Arson * 47 56 42 Simple Assault * 2,067 2,134 2,140 Sex Offenses * 131 120 123 Narcotic Laws * 1,429 2,148 3,897 Weapons Offence * 230 274 440 Forgery-Counterfeiting * 315 226 325 D.U.I. * 422 448 405 All Other Offenses * 26,888 26,606 29,750 Total Tickets Following too close 65 51 79 66 Run red light 820 904 1,654 1,585 Run stop sign 473 802 1,156 1,248 Speeding 7,320 8,589 12,551 11,854 Speeding in school zone 24 319 557 512 Mobile Fire Rescue Department Total calls answered 38,832 35,619 33,486 31,906 Inspections 812 1,064 1,339 5,731 Plans reviewed 771 317 698 792 Permits issued 846 414 415 1,037

164 2012 2011 2010 2009 2008 2007

449 471 469 433 584 597 374 448 440 391 543 526 75 93 111 158 226 226 6 5 11 16 7 24

27 25 20 27 35 34 372 236 100 002 52 43 52 30 22 30 23 24 60 73 68 59 526 622 686 775 833 639 879 999 1,035 301 311 370 3,119 3,844 3,882 3,493 3,182 3,416 9,213 9,030 9,889 9,555 9,707 9,749 611 783 1,267 972 1,192 1,278 61 53 58 56 78 89 2,349 3,818 1,171 5,639 5,822 5,929 174 138 234 233 275 266 3,077 2,333 3,388 3,096 3,059 3,115 458 382 398 400 383 354 337 401 395 382 652 623 388 459 570 478 589 565 31,953 31,748 35,262 31,223 33,085 33,885

105 66 101 129 118 57 1,623 1,766 2,221 2,105 2,765 2,165 1,592 1,336 2,143 1,971 2,251 1,097 11,774 9,807 11,472 12,774 15,500 12,234 415 320 325 255 218 183

31,529 32,858 35,713 34,248 31,712 30,579 4,010 9,762 7,177 695 641 872 432 889 806 1,619 3,854 871 372 963 555 1,331 1,265 1,191

165 CITY OF MOBILE, ALABAMA Operating Indicators by Function Last 10 Fiscal Years

Function 2016 2015 2014 2013 Mobile Municipal Court Total cases processed 38,079 43,216 106,076 65,659 Domestic violence cases 1,130 1,305 2,704 1,520 Environmental cases 1,765 2,246 4,092 2,720 Traffic cases 29,365 33,644 67,096 52,622 Criminal cases 5,495 5,632 12,714 8,797 Public works Flood control Debris removed (cubic yards) 9,620 10,153 6,582 5,642 Work on ditches (miles) 19 16 13 17 Administration Disciplinary actions processed 209 208 171 191 Claims/reports processed 171 153 122 189 Concrete and sidewalk repair Concrete poured 1,330 1,341 1,743 3,198 Repairs 480 378 595 500 Replacements 1 2 3 5 Right-of-way maintenance Material hauled (cubic yards) 19,952 16,765 27,609 28,985 Material used (cubic yards) 5,503 4,304 14,265 17,700 Repairs 179 54 156 157 Asphalt street repair Asphalt used (tons) 860 727 1,112 1,071 Repairs 13,325 14,382 18,096 16,725 Street Sweeping Miles sweeper swept 10,372 11,324 19,252 31,003 Debris removed (cubic yards) 13,715 14,460 17,944 19,142 Water used (gallons) 208,620 144,123 211,500 242,500 Dredge Material dredged/removed (cubic yards) 32,456 17,272 23,147 29,508 Storm drain and heavy equipment Drains cleaned 3,885 1,686 3,884 2,797 Material hauled (cubic yards) 615 1,275 2,730 7,824 Solid waste Waste removal (tons) 57,976 55,413 53,125 52,615 Other waste removal (tons) 436 414 318 305 Special events (tons) 400 350 345 330 Carcass removal 1,158 1,200 3,650 3,617 Trash division Trash picked up 199,331 192,281 164,200 171,260 Pay pile loads 1,104 778 680 542 Environmental Response Crew

166 2012 2011 2010 2009 2008 2007

70,406 71,996 72,230 67,571 76,578 69,951 1,670 1,590 1,642 1,485 1,567 1,698 4,061 3,709 3,977 3,285 4,311 2,614 55,030 56,149 56,823 52,590 61,096 56,363 9,645 10,548 9,788 10,211 9,604 9,276

6,000 6,645 240 1,720 180 940 18 13 28 30 36 32

225 379 385 320 102 152 118 111 103 147 117 100

1,575 2,452 2,919 4,114 5,305 3,238 451 650 520 1,193 886 1,049 10 8 39 507 526 540

33,200 23,568 37,880 55,341 40,572 47,654 13,165 5,590 9,220 9,450 8,845 9,930 277 214 207 244 320 261

1,233 1,088 1,466 2,402 2,376 3,152 21,711 14,451 19,087 18,925 17,801 21,332

26,336 15,902 17,400 16,400 17,623 18,319 16,947 15,716 14,807 14,304 17,460 17,697 269,640 220,750 276,397 299,604 369,640 467,000

7,920 13,745 24,344 15,035 25,130 49,650

3,423 4,186 4,224 5,387 4,455 3,506 3,481 4,176 15,744 16,188 5,472 11,488

54,269 54,513 56,306 55,972 56,647 58,235 291 110 93 68 57 227 315 240 199 245 242 160 3,610 3,947 4,986 5,525 6,925 7,588

173,820 189,960 191,300 201,900 231,900 264,602 349 570 600 526 896 977

167 CITY OF MOBILE, ALABAMA Operating Indicators by Function Last 10 Fiscal Years

Function 2016 2015 2014 2013 Collections (gallons) 1,447 1,772 1,499 1,215 Cleaned (feet) 5,251 6,478 25,928 29,666 Culture and Recreation Mobile Public Library Items circulated 1,659,247 1,670,662 1,702,092 1,798,526 Customer visits 1,375,573 1,410,099 1,447,113 1,439,398 * Data not available ** Method for reporting has changed. Source: Various City Departments

168 2012 2011 2010 2009 2008 2007 2,954 734 1,240 805 1,442 1,338 27,852 28,080 35,665 34,805 19,555 19,707

1,899,180 1,871,251 1,979,929 2,121,584 1,975,446 1,830,942 1,369,945 1,417,588 1,441,980 1,469,049 1,369,611 1,264,125

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APPENDIX C

Book-Entry Only System

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The information contained in this section concerning The Depository Trust Company and its book-entry only system has been obtained from materials furnished by The Depository Trust Company to the City. The City and the Underwriters do not make any representation or warranty as to the accuracy or completeness of such information.

The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Warrants. The Warrants 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 Warrant certificate will be issued for each maturity of the Warrants, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

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 securities certificates. 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.

Purchases of Warrants under the DTC system must be made by or through Direct Participants, which will receive a credit for the Warrants on DTC’s records. The ownership interest of each actual purchaser of each Warrant (a “Beneficial Owner”) is in turn to be recorded on the Direct Participants’ 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 Participant or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Warrants are to be accomplished by entries made on the books of Direct Participants and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Warrants, except in the event that use of the book-entry system for the Warrants is discontinued.

To facilitate subsequent transfers, all Warrants 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 Warrants with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Warrants. DTC’s records reflect only the identity of the Direct Participants to whose accounts such Warrants are credited, which may or may not be the Beneficial Owners. The Direct Participants and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

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 Warrants may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Warrants, such as redemptions, tenders, defaults, and proposed amendments to the documents governing the terms of the Warrants. For example, Beneficial Owners of Warrants may wish to ascertain that the nominee holding the C-1

Warrants 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 Paying Agent and request that copies of notices be provided to them directly.

Redemption notices shall be sent to DTC. If less than all of the Warrants are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Warrants 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 the Warrants are credited on the record date (identified in a listing attached to the “Omnibus Proxy”).

Principal, premium and interest payments on the Warrants 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 receipt of funds and corresponding detail information, in accordance with their respective holdings shown on DTC’s records. Payments by Direct Participants and Indirect 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 Direct Participants and Indirect Participants and not of DTC, the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of principal, premium (if any) and interest to Cede & Co. (or such other DTC nominee as may be requested by an authorized representative of DTC) is the responsibility of the Paying Agent, 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 Participants and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Warrants at any time by giving reasonable notice to the City and the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, certificates for the Warrants are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates for the Warrants will be printed and delivered to DTC.

The City, the Paying Agent and the Underwriters cannot and do not give any assurances that DTC, the Direct Participants or the Indirect Participants will distribute to the Beneficial Owners of the Warrants (1) payments of principal, redemption price or interest on the Warrants; (2) certificates representing an ownership interest or other confirmation of beneficial ownership interests in Warrants; or (3) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Warrants, or that they will do so on a timely basis or that DTC, Direct Participants or Indirect Participants will serve and act in the manner described in this Official Statement. The current “rules” applicable to DTC are on file with the United States Securities and Exchange Commission, and the current “procedures” of DTC to be followed in dealing with DTC participants are on file with DTC.

Neither the City, the Paying Agent nor the Underwriters will have any responsibility or obligation to any Direct Participant, Indirect Participant or any Beneficial Owner or any other person with respect to: (1) the Warrants; (2) the accuracy of any records maintained by DTC or any Direct Participant or Indirect Participant; (3) the payment by DTC or any Direct Participant or Indirect Participant of any amount due to any Beneficial Owner in respect of the principal or redemption price of or interest on the Warrants; (4) the delivery by DTC or any Direct Participant or Indirect Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Warrant Ordinances to be given to holders of the Warrants; (5) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Warrants; or (6) any consent given or other action taken by DTC as a holder of the Warrants.

C-2

APPENDIX D

Proposed Opinions of Bond Counsel

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(Form of Opinion of Bond Counsel)

[Closing Date]

Holders of the Series 2017C Warrants referred to below

Re: $9,045,000∗ Tax-Exempt General Obligation Warrants, Series 2017C, issued by the City of Mobile

We have acted as bond counsel in connection with the issuance of the above-referenced warrants (the “Series 2017C Warrants”) by City of Mobile, a municipal corporation organized under the laws of the State of Alabama (the “City”). In such capacity, we have examined such law and such certified proceedings and other documents as we have deemed necessary to render this opinion.

As to various questions of fact material to our opinion, we have relied upon the certified proceedings and other certificates of public officials and others furnished to us without undertaking to verify the same by independent investigation.

In connection with the rendering of this opinion, we have served as counsel to the City.

Based on the foregoing, we are of the opinion that, under existing law:

1. The Series 2017C Warrants constitute valid and binding orders on the Executive Director of Finance of the City for the payment thereof as therein provided. The indebtedness evidenced by the Series 2017C Warrants is a general obligation of the City for the payment of which the City has validly and irrevocably pledged its full faith and credit.

2. Interest on the Series 2017C Warrants (including any original issue discount properly allocable to an owner thereof) 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; it should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on certain corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. 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 Series 2017C Warrants in order that interest thereon 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 Series 2017C Warrants to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2017C Warrants.

3. Interest on the Series 2017C Warrants is exempt from State of Alabama income taxation.

We express no opinion regarding federal or state tax consequences arising with regard to the Series 2017C Warrants, other than the opinions expressed in paragraphs 2 and 3 above.

∗ Preliminary; subject to change.

D-1 The rights of the holders of the Series 2017C Warrants and the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and the exercise of judicial discretion in appropriate cases.

We express no opinion herein as to the accuracy, adequacy or completeness of the Official Statement relating to the Series 2017C Warrants.

This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Faithfully yours,

D-2 (Form of Opinion of Bond Counsel)

[Closing Date]

Holders of the Series 2017D Warrants referred to below

Re: $48,895,000∗ Taxable General Obligation Warrants, Series 2017D, issued by the City of Mobile

We have acted as bond counsel in connection with the issuance of the above-referenced warrants (the “Series 2017D Warrants”) by City of Mobile, a municipal corporation organized under the laws of the State of Alabama (the “City”). In such capacity, we have examined such law and such certified proceedings and other documents as we have deemed necessary to render this opinion.

In connection with the rendering of this opinion, we have served as counsel to the City.

Based on the foregoing, we are of the opinion that, under existing law:

1. The Series 2017D Warrants constitute valid and binding orders on the Executive Director of Finance of the City for the payment thereof as therein provided. The indebtedness evidenced by the Series 2017D Warrants is a general obligation of the City for the payment of which the City has validly and irrevocably pledged its full faith and credit.

2. Interest on the Series 2017D Warrants is not excludable from gross income for federal income tax purposes.

3. Interest on the Series 2017D Warrants is exempt from State of Alabama income taxation.

We express no opinion regarding any federal or state tax consequences of acquiring, carrying, owning, or disposing of the Series 2017D Warrants, other than the opinions expressed in paragraphs 2 and 3 above. Owners of the Series 2017D Warrants should consult their tax advisors regarding the applicability of any collateral tax consequences of owning the Series 2017D Warrants, which may include original issue discount, original issue premium, purchase at a market discount or at a premium, taxation upon sale, redemption or other disposition, and various withholding requirements.

The rights of the holders of the Series 2017D Warrants and the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and the exercise of judicial discretion in appropriate cases.

∗ Preliminary; subject to change.

D-3 We express no opinion herein as to the accuracy, adequacy or completeness of the Official Statement relating to the Series 2017D Warrants.

Faithfully yours,

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CITY OF MOBILE • Tax-Exempt General Obligation Warrants, Series 2017C and Taxable General Obligation Warrants, Series 2017D