t

PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 19, 2010

y jurisdiction in NEW ISSUE-Book-Entry Only Ratings: Standard & Poor’s: ___ Moody’s: ___ (See “RATINGS” herein)

In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds is

e securities in an e securities excluded 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, except that such interest must be included in the “adjusted current earnings” of certain corporations for purposes of calculating alternative minimum taxable income. Bond Counsel also is of the opinion that, under existing laws of the State of Nebraska, such interest is exempt from Nebraska state income taxation as long as it is exempt for purposes of the federal income tax. See “TAX EXEMPTION” herein. accepted prior to the time the Official Statemen the to the time accepted prior $37,525,000* City of Omaha, Nebraska shall there be any sale of thes there be any sale shall General Obligation Refunding Bonds

Series of 2010 Dated: Date of Delivery Due: December 1, as shown on inside cover page The Series of 2010 Bonds (the “Bonds”) are issuable in fully registered form in the denominations of $5,000 and integral multiples thereof. Interest on the Bonds is payable semiannually on June 1 and December 1 of each year, commencing June 1, 2011, by check or draft mailed to the registered owner as of the applicable record date at the address shown on the books ies may not be sold nor may offers to buy be buy offers to nor may be sold not ies may of registry maintained by First National Bank of Omaha, as Registrar. Principal of the Bonds is payable upon presentation and surrender of the Bonds at the principal corporate office of First National Bank of Omaha, as Paying Agent, in Omaha, Nebraska. solicitation of an offer to buy nor of an offer to buy solicitation The Bonds are subject to optional redemption prior to maturity, as more fully set forth herein. y such jurisdiction. y such jurisdiction. The Bonds initially will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form in authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. Purchasers will not receive certificates evidencing the Bonds. Principal of and interest on the Bonds will be payable by the paying agent directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants, as more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of and interest on such Bonds. See “THE BONDS—Book-Entry Only System” herein. The proceeds of the Bonds will be used to finance the cost of refunding certain outstanding general obligation completion or amendment. These securit completion indebtedness of the City of Omaha (the “City), including certain debt assumed by the City as a result of its annexations of six

Statement constitute an offer to sell or a Statement an constitute Douglas County, Nebraska sanitary and improvement districts.

qualification under the securities laws of an THE BONDS ARE PAYABLE FROM AD VALOREM TAXES, UNLIMITED AS TO RATE AND AMOUNT, LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. MATURITY SCHEDULE (on inside cover page)

This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential and material to the making of an informed investment decision.

information contained herein are subject to are herein contained information The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval

umstances shall this Preliminary Official of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the

ould be unlawful prior to registration or Bonds will be made on or about November __, 2010, at DTC in New York, New York against payment therefor.

* Preliminary; subject to change which such offer, solicitation or sale w This Preliminary Official Statement and the is delivered in final form. Under no circ $37,525,000* City of Omaha, Nebraska General Obligation Refunding Bonds Series of 2010

MATURITY SCHEDULE*

Maturity Principal Interest CUSIP (December 1) Amount Rate Yield Price 681712 2011 $2,470,000 2012 3,605,000 2013 2,755,000 2014 3,380,000 2015 2,945,000 2016 2,745,000 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000

(No Accrued Interest)

* Preliminary; subject to change

CITY OF OMAHA, NEBRASKA

JIM SUTTLE, MAYOR

CITY COUNCIL

Garry Gernandt, President Chris Jerram Pete Festersen Jean Stothert Franklin Thompson Ben Gray Thomas Mulligan.

DEPARTMENT DIRECTORS

Pam Spaccarotella...... Finance Director Paul D. Kratz...... City Attorney R.E. Cunningham...... Planning Director Alex Hayes...... Police Chief Michael McDonnell ...... Fire Chief Melinda Pearson...... Parks, Recreation and Public Property Director Robert Stubbe...... Public Works Director Richard O’Gara...... Human Resources Director Gary Wasdin ...... Library Director Dana Markel...... Convention and Tourism Director Richard O’Gara...... Human Rights and Relations Director

Allen Herink, City Comptroller Buster Brown, City Clerk

AUDITOR KPMG LLP

BOND COUNSEL Kutak Rock LLP

UNDERWRITER

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No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give any information or to make any representations in connection with the Bonds or the matters described herein, 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 or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion contained herein are subject to change, without notice, and neither the delivery of this Official Statement, nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in the matters described herein since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. The Underwriter may offer and sell Bonds to certain dealers and others at prices lower than the offering prices stated on the cover page hereof. The offering prices may be changed from time to time by the Underwriter.

TABLE OF CONTENTS Page Page

INTRODUCTION ...... 1 LITIGATION...... 16 CITY OF OMAHA GENERAL INFORMATION...... 1 FINANCIAL STATEMENTS ...... 16 Form of Government...... 1 VERIFICATION OF MATHEMATICAL City Administration ...... 1 COMPUTATIONS ...... 16 City Financial Management and Controls...... 2 CERTIFICATION AS TO OFFICIAL Financial Reporting Systems and Control STATEMENT...... 16 Systems...... 3 Location and General Background...... 3 APPENDIX A—CITY OF OMAHA— SELECTED Area and Population...... 3 ECONOMIC INDICATORS...... A-1 Transportation...... 3 APPENDIX B—CITY OF OMAHA— Utility Services ...... 4 FINANCIAL INFORMATION...... B-1 Education ...... 4 Part One—Selected City of Omaha Financial Military ...... 4 Information Economy ...... 5 Part Two—Independent Auditors’ Comprehensive SOURCES OF CITY REVENUES ...... 5 Annual Financial Report Authority to Levy Taxes ...... 5 APPENDIX C—FORM OF CONTINUING Property Taxes ...... 6 DISCLOSURE UNDERTAKING...... C-1 City Sales and Use Taxes...... 7 APPENDIX D—FORM OF OPINION OF BOND City Business Taxes...... 7 COUNSEL ...... D-1 Other Revenues...... 7 APPENDIX E—SCHEDULE OF PRIOR BONDS...... E-1 2010 General Fund Forecast ...... 7 2011 Budget...... 8 THE REFUNDING PROGRAM...... 8 THE BONDS...... 9 Description of the Bonds...... 9 Place of Payment...... 9 Book-Entry Only System...... 9 Optional Redemption ...... 11 Authority for Issuance...... 12 Security...... 12 Revisions of State Property Tax System ...... 12 RATINGS...... 13 CONTINUING DISCLOSURE...... 13 UNDERWRITING ...... 13 LEGAL OPINION...... 14 TAX EXEMPTION...... 14 Federal and State Tax Exemption ...... 14 Original Issue Discount...... 14 Original Issue Premium ...... 15 Future Legislation ...... 15

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OFFICIAL STATEMENT

$37,525,000* CITY OF OMAHA, NEBRASKA GENERAL OBLIGATION REFUNDING BONDS SERIES OF 2010

INTRODUCTION

This Official Statement, including the cover page and Appendices hereto, is furnished in connection with the offering of $37,525,000* General Obligation Refunding Bonds, Series of 2010 (the “Bonds”) of the City of Omaha, Nebraska (the “City”).

The Bonds will be issued in strict compliance with the Constitution and laws of the State of Nebraska, the Home Rule Charter of the City of Omaha, 1956, as amended (the “Charter”) and the proceedings of the City Council (the “Council”) of the City, including Ordinance No. ______(the “Ordinance”). See “THE BONDS—Authority for Issuance.”

The proceeds of the Bonds will be used to refund certain general obligation indebtedness of the City, including a portion of the debt assumed by the City as the result of its annexations of six Douglas County sanitary and improvement districts. See “THE REFUNDING PROGRAM” herein.

This Official Statement contains brief descriptions or summaries of, among other matters, the Bonds, the City and the Ordinance. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Ordinance are qualified in their entirety by reference to such documents, and references herein to the Bonds are qualified in their entirety by reference to the form thereof included in the Ordinance. Copies of such documents may be obtained from the City by writing to the attention of the Finance Director, Tenth Floor, 1819 Farnam Street, Omaha, Nebraska 68183; telephone: (402) 444-5416.

CITY OF OMAHA GENERAL INFORMATION

Form of Government

Omaha operates with a strong mayor form of government. The Mayor is the City’s full-time Chief Executive Officer. The City has a seven-member City Council. As a home-rule city, Omaha has all of the powers available to a home-rule city under the Nebraska Constitution. The Mayor and Council are elected for four-year terms. The Mayor is elected in a citywide election while the City Council members are elected by district.

City Administration

The executive and administrative powers of the City are vested in the Mayor, who is popularly elected for four years on a nonpartisan basis. The Honorable Jim Suttle was elected on May 12, 2009 to a four-year term of office ending in June 2013. Mayor Suttle held the position of Vice Chairman of the Board of Directors for the Omaha-based engineering and design firm, HDR, Inc. He also served as executive vice president and director of corporate development for HDR. He is a licensed professional engineer in Nebraska and has served as a member and chairman of the Nebraska Board of Engineers and Architects. In 2005, Mayor Suttle was elected to represent District 1 on the . As a councilman, he served on the board of the Metropolitan Area Planning Agency and as a member of the

* Preliminary; subject to change

Omaha-Douglas Building Commission. Mayor Suttle previously served as Public Works Director for the City of Omaha. The Mayor’s cabinet consists of the chief officers of eleven City Departments. The Mayor appoints each Department head, except that the Library Board appoints the Public Library Director.

On September 24, 2010, a recall affidavit was filed against Mayor Jim Suttle. The organization filing the affidavit has 30 days to gather at least 26,643 signatures of registered Omaha voter which would enable the recall process to proceed. If the organization successfully gathers the necessary number of signatures the entire electorate would vote for or against a recall in a subsequent special election. City Financial Management and Controls

City financial management is the responsibility of the Finance Department. In total, the Finance Department consists of 35 employees and is organized by division. The head of the Finance Department is the Finance Director of the City, Pam Spaccarotella. Ms. Spaccarotella has been Finance Director of the City since July 30, 2009. Most recently, Ms. Spaccarotella was an associate vice president at the Omaha-based trucking company Werner Enterprises. Major duties of the Finance Director include serving on the Mayor’s Cabinet, Mayor’s Budget Committee, the City’s Annexation Task Force, Capital Improvement Priority Committee, Subdivision Review Committee and Tax Increment Financing Review Committee and serving as administrator of the Police and Fire Pension Board and the Omaha Employees’ Retirement Board. Ms. Spacarotella holds a master’s degree in business administration from the University of Nebraska-Lincoln and a law degree from the University of Maine. She also served in the U.S. Air Force.

Allen R. Herink, City Comptroller, has 35 years of experience as an accountant with the City of Omaha. He began his career with the City working in the Grants Accounting Division of the Finance Department. In 1990, he was transferred to the Budget and Accounting Division. In 1997, Mr. Herink was promoted to Division Manager. He became Acting City Comptroller in July 2001 and City Comptroller in August 2003. Mr. Herink holds a Bachelor of Science degree with a major in Accounting from the University of Nebraska at Omaha.

Irene M. Wolfe, Revenue Manager, has 20 years of experience with the City of Omaha. She began her career as an internal auditor for the Finance Department. She transferred to the Budget Division in 2002 and was promoted to Accountant III in 2003. In 2005 she was selected to serve as Revenue Manager. As Revenue Manager, Ms. Wolfe serves as the investment officer for the City, manages and supervises the Revenue Division, which includes Central Cashier, Violations Bureau, Centralized Billing Section and Keno section. As a revenue analyst, Ms. Wolfe is responsible for analyzing, forecasting, formulating and administering all City revenue sources. Ms. Wolfe holds a Bachelor of Science in Business Administration with a functional major in accounting from Central Missouri State University. She is a Certified Public Accountant (CPA) and a Certified Government Financial Manager (CGFM). The Revenue Division’s activity includes budget implementation and the continuous monitoring and internal control of revenue against budget appropriations. It is responsible for the City’s centralized billing procedures, the collection and deposit of moneys by the Central Cashier and the Violation Bureau and administration of the Keno game.

Andrew W. Brott, Budget Manager, has five years of experience with the City of Omaha. He started as an Accountant in Public Works with his primary responsibility being the maintenance and calibration of the Combined Sewer Overflow (CSO) Financial Plan Model for the City. Later he transferred to City Finance, where he continued working with Public Works on budgeting, fund closings, and the CSO Financial Plan. In January 2010, Mr. Brott became the Budget Manager for the City of Omaha. Prior to working for the City, Mr. Brott was a Senior Auditor with the State of Nebraska Motor Fuels Division. He performed tax compliance audits for the State of Nebraska for ten years. Mr. Brott

2 holds a Bachelor of Science degree with a Major in Accounting and a double Minor in Information Management and Business Administration from Bellevue University.

Scott Winkler, Accounting Manager, has six years experience with the City of Omaha and nearly 25 years combined experience in accounting, auditing and financial management. Mr. Winkler began his career with the City as an Accountant I with the Budget and Accounting Division of the Finance Department. He was promoted to an Accountant II and then in February of 2010, to an Accountant III and the position of Accounting Manager. Mr. Winkler holds a Bachelor of Science degree with a major in Accounting and a Master of Arts degree in Information Systems, both from the University of Nebraska at Lincoln. He is a Certified Public Accountant (CPA) in the State of Nebraska.

Financial Reporting Systems and Control Systems

The Budget and Accounting Division of the Finance Department performs significant and ongoing monitoring of the financial performance of the operating departments/divisions after budget adoption. All equipment spending is prioritized, scheduled into semiannual acquisition periods and submitted by department heads to staff accountants for analysis and review prior to any purchasing activity by the City Purchasing Agent. All purchases and contracts in excess of $20,000 must be approved by formal City Council action. Department Directors and Division Managers run status reports detailing actual to budget performance as needed. The City Charter requires quarterly budget status reporting. These reports forecast year-end revenue and expenditure balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii) postponement or reductions in quantity of materials and equipment purchased, or (iii) deferral of major budgeted expenditures.

Location and General Background

Omaha, founded in 1854, is the largest city in the State of Nebraska. Omaha is the hub of a vast transportation network leading to all parts of the nation and thus offers significant advantages to business and industry competing in regional and national markets. This fact is substantiated by the growth of population, employment and income during recent years.

Area and Population

The U.S. Census Bureau reports that as of December 2009 the population of the eight-county Omaha Metropolitan Statistical Area (“MSA”), comprising five Nebraska counties and three Iowa counties, numbered 838,855, with over 1.1 million within a 60-minute drive. The population of the City was approximately 440,691.

Transportation

Nearly 4.2 million passengers, over 102 million pounds of cargo and over 54.3 million pounds of mail passed through Eppley Airfield, Omaha’s principal airport, in 2009. In the last decade, Eppley Airfield has made over $110 million in investments in terminal, apron, cargo area and runway expansions. Eppley Airfield offers over 170 flights per day and is serviced by eight national air carriers (number may change due to recent mergers within the airline industry), 11 regional airlines, eight air freight carriers and two full-service general aviation facilities. A total of 129 general aviation aircraft, including 34 executive jets, are based at Eppley Airfield. There are 90 departures out of Eppley Airfield daily.

Omaha is general headquarters for the Union Pacific Railroad. The Burlington Northern Santa Fe and the Canadian National railroads also provide service and combine to make Omaha an important rail center.

3

Two interstate highways (Interstate 80 and Interstate 29), five federal highways and seven state highways provide fast all-weather routes within Nebraska and to and from the rest of the nation. In addition, Interstate 480 (downtown spur) and Interstate 680 (circumferential route) provide quick access to all parts of the metropolitan area.

More than 100 motor common carriers haul freight to and from Omaha and all parts of the nation, making Omaha a major Midwestern trucking center. Greyhound Bus Lines furnishes Omaha with transcontinental passenger service. Several smaller bus lines operate between Omaha and points in Iowa and Nebraska.

Utility Services

Residential, commercial and industrial electric service rates in Omaha historically have been below the national averages, according to reports of the Edison Electric Institute in its Statistical Yearbook of the Electrical Utility Industry. In addition to low rates, the Omaha Public Power District, a Nebraska political subdivision, assures its customers ample power with a net generating capability of 3,200 megawatts.

The Metropolitan Utilities District (“MUD”), a Nebraska political subdivision, distributes natural gas and water in the Omaha area. Rates compare favorably with those prevailing in other metropolitan areas in the nation. Omaha has a plentiful water supply (Missouri River and Platte River wells) and a water system designed to the standards of the National Board of Fire Underwriters, with a current capacity of 334 million gallons a day. MUD’s supply of natural gas is purchased wholesale from Northern Natural Gas Company. This supply is supplemented with peak-shaving storage facilities which can provide up to approximately 30% of peak demand. There have been no interruptions of natural gas service to firm commercial and residential customers and no interruptions are expected in the foreseeable future. MUD continues to add new natural gas customers.

Education

Omaha is an important educational center and is the location of Creighton University, the University of Nebraska at Omaha and the University of Nebraska Medical Center. These institutions, together with three additional colleges located in Omaha, offer educational programs at the graduate and undergraduate levels, in law, and in the health professions: medicine, dentistry, nursing and pharmacy.

Public elementary and secondary education is provided by five local school districts: School District of Omaha, Douglas County School District No. 66, School District of Elkhorn, School District of Millard and School District of Ralston. The School District of Omaha has the largest enrollment of pupils residing within the City. The City is also served by a number of private and parochial schools at both the elementary and secondary levels. At the end of 2008 the publication “Business Facilities” named Omaha as one of the top 25 cities for “Best Educated Workforce.”

Section 79-2102, R.S., Supp. 2007, established a “learning community” comprising the 11 school districts (including the five school districts named above) in Douglas County and Sarpy County, Nebraska. Among other things, the learning community is responsible for levying and distributing common tax levies, approving focus schools and developing integration and diversity plans.

Military

The missions of U.S. Strategic Command are: to deter attacks on U.S. vital interests, to ensure U.S. freedom of action in space and cyberspace, to deliver integrated kinetic and non-kinetic effects to include nuclear and information operations in support of U.S. Joint Force Commander operations, to synchronize global missile defense plans and operations, to synchronize regional combating of weapons of mass destruction plans, to provide integrated surveillance and reconnaissance allocation

4 recommendations to the Secretary of Defense, and to advocate for capabilities as assigned. The estimated economic impact of Offutt Air Force Base on the Greater Omaha community is more than $2.4 billion.

Economy

Omaha’s economy was founded on the livestock industry in the late nineteenth century. Omaha is a major grain exchange market in the United States. Food processing is also an important part of the economy and is represented by such companies as ConAgra Foods, Inc., Kellogg Company and Omaha Steaks International.

The geographic centrality of Omaha in the United States has encouraged commercial development, and the City is home to four Fortune 500 companies, which represent a diverse array of industries: Berkshire Hathaway, ConAgra Foods, Inc., Peter Kiewit Sons’, Inc. and Union Pacific Corp. The City’s economy continues to diversify, although it still remains agriculturally oriented. The Omaha MSA contains more than 700 manufacturing plants, including plants operated by Lozier Corporation and Valmont Industries Inc. In the early 1980s, Omaha began developing as a major participant in the reservation, customer service and direct-response center industry. Currently, there are 49 such firms located within the City. In total they employ a labor force in excess of 30,000. Major employers in this group include First Data Corporation, Oriental Trading Co., Inc., West Corporation, PayPal, Marriott Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons’, Inc., one of the largest construction and mining organizations in North America, TD Ameritrade, a major discount stock brokerage firm, and 21 insurance companies (with over 50 employees each), including Mutual of Omaha, the world’s largest mutual health and accident company, and Woodmen of the World Life Insurance Society, the largest fraternal life insurance company. Meatpacking employment in the Omaha area is at its highest level in 40 years. In December of 2008, meatpacking jobs in the Omaha MSA numbered 7,300. The district offices of the Farm Credit System for Nebraska, Iowa, South Dakota and Wyoming are headquartered in Omaha.

The City is economically attractive to potential residents. The cost of living in the City in the third quarter of 2009 across all categories was 87.9% of the national average. Omaha MSA residents enjoy a median household income of $59,130 – over 10% higher than the national average. In August 2010 estimated average unemployment rate for the Omaha MSA was 5.0%, compared with 9.6% for the United States.

SOURCES OF CITY REVENUES

Authority to Levy Property Taxes

Under the City Charter, the tax levy of the City in any year for all purposes shall not exceed the total of (i) $0.6125 per $100 of actual taxable value plus (ii) whatever tax levy is necessary to provide for principal and interest payments on the indebtedness of the City, for the administrative expenses incurred in issuing and maintaining bonds, and for the satisfaction of judgments and litigation expenses in connection therewith, plus (iii) whatever amount is required to finance certain overtime and holiday pay for members of the police force. In addition, the Omaha-Douglas Public Building Commission Act, pursuant to which the Commission issues bonds empowers the City to levy a tax on all the taxable property in the City, except intangible property, of $0.0175 per $100 of actual valuation in excess of the Charter limitation if and to the extent necessary to make the City’s payments to the Commission.

Effective July 1, 1998, the tax levy of the City (exclusive of levies for preexisting lease-purchase contracts and bonded indebtedness approved according to law and secured by a levy on property) is limited by state law to 45¢/$100 of taxable valuation. See “THE BONDS—Revision of State Property Tax System” herein.

The City’s tax levy during its current fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City’s general obligation indebtedness, plus 5

0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City’s Special Redevelopment Levy, for a total levy of 47.587 cents per $100. A detailed summary of the property tax levied on real and personal property in the City appears in the table entitled “Total Property Tax Levies in the City of Omaha” in Appendix B.

Subject to formal certification, effective January 1, 2011, the City’s general fund tax levy will increase from 26.112 cents per $100 to 28.447 cents per $100 of taxable valuation.

Property Taxes

Property taxes on tangible property, real and personal, are levied by the City of Omaha, collected by the Douglas County Treasurer and remitted to the City. Real property taxes are levied September 1 of each year and become due December 31. The first half of tax payable becomes delinquent the following April 1 and the second half August 1. Personal property taxes also are levied September 1 of each year, become due the following December 31 and become delinquent in halves on the succeeding April 1 and August 1.

Taxes for Year Shown % of Total Prior Years’ Collections Year Ended Amount % Taxes Total to Current December 31 Certified Collected Collected Collected Collections Year Taxes 1998 $68,915,674 $67,373,636 97.8 $1,604,868 $68,978,504 100.09 1999 72,024,257 70,529,609 97.8 1,651,123 72,180,732 100.22 2000 77,109,264 75,432,998 97.8 1,771,124 77,204,122 100.12 2001 76,293,126 74,827,346 98.1 1,529,927 76,357,273 100.08 2002 80,926,571 78,176,656 97.1 1,061,170 79,237,826 97.91 2003 82,464,501 80,538,622 97.7 1,479,940 82,018,562 99.46 2004 85,165,599 83,107,249 98.7 1,623,450 84,730,699 99.49 2005 87,170,521 85,897,631 98.5 2,762,734 88,660,364 101.70 2006 93,260,893 91,592,309 98.2 1,572,719 93,165,028 99.90 2007 96,605,427 96,518,640 99.9 1,623,515 98,142,155 101.59 2008 106,888,144 107,891,216 100.9 2,021,689 109,912,905 102.83 2009 115,018,659 113,644,205 98.8 1,708,782 115,586,354 100.49

Source: Records of Finance Department, City of Omaha.

Property Valuations and Property Tax Levies

2005 2006 2007 2008 2009

Actual Valuation $21,495,123,660 $22,265,984,445 $25,302,239,770 $26,509,935,870 $27,077,712,200 Levy (per $100 actual valuation) 43.387¢ 43.387¢ 43.387¢ 43.387¢ 47.587¢

Source: Records and Projections of Finance Department, City of Omaha.

City of Omaha taxable property valuations have increased nearly 26% from 2005 to 2009. The property tax base has been enhanced through orderly annexation of developed sanitary and improvement districts contiguous to the City.

6

City Sales and Use Taxes

The City’s sales tax rate of 1.5%, authorized under the provisions of the Nebraska Revenue Act of 1967, has remained unchanged since July 1, 1978. Net sales tax collections increased by 2.4% in 2008 and declined by 0.2% in 2009. Through August 2010, actual City sales tax receipts were up 5.1% compared to the same period in 2009.

City Business Taxes

Receipts for telephone occupation tax are projected at $16,200,000 for 2010. The Omaha Public Power District Occupation Tax rate is 5% of revenues resulting from the sale of electricity within the corporate limits of the City of Omaha. The 2010 projection of $4,900,000 is based upon the assumption that weather conditions will be normal. The Cable Television Franchise Fee rate is 5% of gross receipts generated from the operation of cable television within the City of Omaha. The 2010 revenue estimates are $5,250,000. Vehicle Occupation Tax for 2010 is $8 per rental. The 2010 revenues are projected at $1,800,000. Based on the 5½% per night occupation tax for hotels/motels, the City estimates that the Hotel/Motel Tax will generate $5,250,000 for the General Fund in 2011.

During the 2011 budget process, the City Council enacted a new restaurant fee equal to 2.5% of food and beverage sales. The tax became effective October 1, 2010 and is expected to produce $3.5 million of additional unbudgeted revenues in 2010.

Other Revenues

The City receives intergovernmental revenues from a number of sources. Federal and state grants-in-aid and matching funds are received by the City to help fund specific programs and projects. State tax distributions are appropriated by the Nebraska Legislature according to a formula comparing its population to the total population of all incorporated municipalities within the State. The Metropolitan Utilities District pays a payment in lieu of taxes equal to 2% of the annual gross revenue derived from all retail sales of water and gas sold within the City. The Omaha Public Power District makes payments in lieu of taxes at the 1957 in-lieu-of-tax levels as dictated by Section 70-651.01, Reissue Revised Statutes of Nebraska, as amended.

2010 General Fund Forecast

The City formally prepares and makes available a quarterly financial report. For the period ending June 30, 2010, such quarterly report indicates a budget deficit in the City’s General Fund of $4.8 million. See the table in APPENDIX B labeled “SUMMARY OF GENERAL FUND REVENUES AND EXPENDITURES”. At the time of distribution of this Preliminary Official Statement, the quarterly report ending September 30, 2010 has not been published. Since the release of the second quarter financial report, financial conditions in the City have improved significantly and the City is cautiously optimistic that the projected 2010 General Fund deficit shown on the previously mentioned table will not come to fruition.

Several events have contributed to the improved financial outlook. Upon approval of the 2011 budget, a restaurant fee was enacted effective October 1, 2010. The fee is 2.5% of food and beverage sales and is expected to produce $3.5 million of additional unbudgeted revenues in 2010. Sales tax collections continue to improve and collections through August 31, 2010 are $3.8 million above budget.

The City continues to monitor purchases and approve only “mission critical” or “public safety” related items. Hiring is managed through the Job Bank Committee and only essential positions are filled.

On August 17, 2010, the City Council approved a contract with the Police Union. The contract covers the period 2009 through 2013. For years 2009 and 2010 wages were frozen at 2008 rates. Passage of the contract also achieved a substantial reduction in the Police and Fire Retirement System’s Unfunded 7

Pension Obligation. Some of the key elements of the contract include the following: (1) future hires will have their pensions calculated on base pay only, (2) the percent of cash contributions by both the City and Police Union employees will increase each year, (3) eliminates the practice of spiking (working additional time in the year prior to retirement in an effort to drive up annual amount paid out under the pension plan. Payment under the plan was previously based on the salary of the employee during the last year of employment), (4) raising the minimum years of service for a maximum pension benefit of 75% of average monthly compensation from 25 years to 30 years and (5) For Police Union employees hired after January 1, 2010, the minimum age for a normal service retirement is 50. (for current sworn personnel, retirement is optional at 45 with 20 years of service with a lifetime monthly service retirement benefit equal to 50% of average monthly compensation. With 30 years of service or more, an employee can retire at the minimum age of 45 with a lifetime monthly retirement benefit equal to 75% of average final monthly compensation).

2011 Budget

In connection with the City’s adoption of its 2011 budget, the City adopted several new measures to increase revenue to help balance revenue with expenditures, including the following:

 The General Fund property tax levy increased 2.335 cents producing revenues of $6.2 million.  The implementation of a 2.5% restaurant fee which would apply to all sales at restaurants and bars. Such fee will automatically sunset if a proposed Sales Tax increase is approved. Revenues in 2011 are budgeted to increase $14.8 million in connection with such fee.  Increase the wheel tax by $15 dollars per vehicle. Such tax applies to vehicle owners who live in the City and most Douglas County subdivisions. Revenues attributable to this increase are budgeted to raise $5.2 million in 2011.  Enact a Commuter Tax of $50 per employee. The tax applies to individuals who live outside the City limits and are employed within the City. Budgeted revenues in 2011 are expected to increase $2.8 million.

THE REFUNDING PROGRAM

The City has issued as general obligation indebtedness the three issues of its General Obligation Refunding Bonds and Various Purpose Bonds identified in Appendix E. The City has annexed and has assumed the general obligation indebtedness of six Douglas County sanitary and improvement districts. The City is refunding all or a portion of such outstanding general obligation indebtedness (the “Prior Bonds”) from the proceeds of the Bonds and other available moneys of the City, as shown in Appendix E. Pursuant to an Escrow and Agency Agreement, dated as of November 1, 2010 (the “Escrow Agreement”), which provides for the refunding of the Prior Bonds, and which is by and between the City and First National Bank of Omaha, as Escrow Agent (the “Escrow Agent”), the City will deposit the net proceeds from the sale of the Bonds and other available moneys of the City to the credit of the Escrow Agreement.

The moneys deposited by the City to the credit of the Escrow Agreement will be invested in direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States of America (the “Federal Securities”), the interest and principal of which (without reinvesting) will be sufficient to pay all principal of, redemption premium, if any, and interest on the Prior Bonds. See “VERIFICATION OF MATHEMATICAL COMPUTATIONS.”

8

THE BONDS

Description of the Bonds

The Bonds in the aggregate principal amount of $37,525,000* will be dated their date of delivery, will be issued in fully registered form and will mature as set forth on the reverse of the cover page of this Official Statement. Interest on the Bonds is payable semiannually on June 1 and December 1 of each year, commencing June 1, 2011.

Place of Payment

The principal of the Bonds will be payable in lawful money of the United States of America at the corporate trust office of the First National Bank of Omaha, as paying agent and registrar (the “Paying Agent” and “Registrar”), in Omaha, Nebraska. Interest on the Bonds will be paid by wire transfer, check or draft mailed to the person in whose name a Bond is registered as of the May 15 or November 15, as the case may be, next preceding each interest payment date.

Book-Entry Only System

The Bonds initially will be issued solely in book-entry form to be held in the book-entry only system maintained by The Depository Trust Company (“DTC”), New York, New York. So long as such book-entry system is used, only DTC will receive or have the right to receive physical delivery of Bonds and Beneficial Owners (as hereinafter defined) will not be or be considered to be, and will not have any rights as, owners or holders of the Bonds under the Ordinance. The following information about the book-entry only system applicable to the Bonds has been supplied by DTC. Neither the City nor the Paying Agent makes any representations, warranties or guarantees with respect to its accuracy or completeness.

DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of maturity and will be deposited with DTC.

DTC, the world’s largest 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, 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 Standard & Poor’s highest

* Preliminary; subject to change 9 rating: “AAA.” 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. and www.dtc.org.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

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 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Paying Agent and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue 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 the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City, as issuer of the Bonds, 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 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments, redemption proceeds and distributions on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the City or the Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with Bonds held for the accounts of customers in bearer form or registered in “street name” and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and

10 interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or 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 and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the City or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.

The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered.

NEITHER THE CITY NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DIRECT PARTICIPANT, INDIRECT PARTICIPANT OR ANY BENEFICIAL OWNER OR ANY OTHER PERSON NOT SHOWN ON THE REGISTRATION BOOKS OF THE PAYING AGENT AS BEING A HOLDER WITH RESPECT TO: (1) THE BONDS; (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 BONDS; (4) THE DELIVERY BY ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE ORDINANCE TO BE GIVEN TO HOLDERS; (5) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (6) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS HOLDER.

Each Beneficial Owner for whom a Direct Participant or Indirect Participant acquires an interest in the Bonds, as nominee, may desire to make arrangements with such Direct Participant or Indirect Participant to receive a credit balance in the records of such Direct Participant or Indirect Participant, to have all notices of redemption, elections to tender Bonds or other communications to or by DTC which may affect such Beneficial Owner forwarded in writing by such Direct Participant or Indirect Participant, and to have notification made of all debt service payments.

Beneficial Owners may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of their interests in the Bonds.

THE CITY AND PAYING AGENT CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (i) PAYMENTS OF PRINCIPAL OF AND INTEREST ON THE BONDS, (ii) BONDS REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS OR (iii) REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE & CO., ITS NOMINEE, AS THE REGISTERED OWNERS OF THE BONDS, 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 SECURITIES AND EXCHANGE COMMISSION, AND THE CURRENT “PROCEDURES” OF DTC TO BE FOLLOWED IN DEALING WITH DIRECT PARTICIPANTS ARE ON FILE WITH DTC.

Optional Redemption

The Bonds maturing December 1, 2021 and thereafter are subject to redemption at the option of the City at any time on or after December 1, 2020, in whole or in part in such order of maturities as

11 determined by the City, and in such manner as the Paying Agent deems fair within a maturity, at a price of par, without premium, plus accrued interest to the date of redemption.

At least 30 days’ notice of redemption will be mailed to the person whose name appears in the bond registration books as the registered owner of a Bond as of the close of business on the forty-fifth day next preceding the date fixed for redemption.

Authority for Issuance

The Bonds have been authorized in accordance with the Constitution and statutes of the State of Nebraska, the Charter and proceedings of the Council providing for the issuance thereof, including the Ordinance. The issuance of the Bonds for the refunding purposes referred to in the first sentence under “THE REFUNDING PROGRAM” herein, was approved by the City Council by authority of Sections 10- 142, 10-615 and 10-616, Reissue Revised Statutes of Nebraska, as amended, and applicable provisions of the Charter.

Security

The Bonds are general obligations of the City, and the City is obligated to levy ad valorem taxes for the payment of said Bonds and the interest thereon upon all property within the City subject to taxation by the City without limitation as to rate or amount. The full faith and credit of the City shall be pledged to the prompt payment of the principal of and interest on the Bonds. See “SOURCES OF CITY REVENUES—Authority to Levy Taxes.”

Revisions of State Property Tax System

The State of Nebraska’s system of assessing and taxing personal property for purposes of local ad valorem taxation for support of local political subdivisions, including the City, was the subject in the late 1990’s of constitutional amendment, legislation and litigation the result of which was to substantially resolve certain challenges to the validity of the tax system.

Governmental units in Nebraska may not adopt budgets for fiscal years beginning on or after July 1, 1998, in excess of 102.5% of the prior fiscal year’s budget plus allowable growth (which includes increases in taxable valuation for such things as new construction and annexations). However, such budgetary limitations do not apply to, among other things, revenue pledged to retire bonded indebtedness or budgeted for capital improvements. Governmental units may exceed the budget limit for a given fiscal year by up to an additional 1% upon the affirmative vote of at least 75% of the governing body or in such amount as is approved by a majority vote of the electorate. Effective July 1, 1998, the property tax levies of incorporated cities and villages, such as the City, are limited to a maximum of 45¢/$100 of taxable valuation (plus an additional 5¢/$100 to pay the municipality’s share of revenue required under interlocal agreements). The levy limit does not apply to levies for preexisting lease-purchase contracts approved prior to July 1, 1998, to bonded indebtedness approved according to law and secured by a levy on property and to pay judgments. The City’s 2010 General Fund levy, exclusive of such unlimited levies, is 24.312¢/$100 of taxable valuation. A political subdivision may exceed its levy limitation for a period of up to five years by majority vote of the electorate.

There can be no assurance that Nebraska’s system of assessing and taxing real and personal property will remain substantially unchanged, given the possibility of additional legislation, constitutional initiatives and referendums and litigation. Such changes could materially and adversely affect the amount of property tax and other revenues the City could collect in future years. The City does not believe, however, that the Nebraska Legislature, subject to any constitutional restrictions, would leave the City without adequate taxing resources to pay for its programs and meet its financial obligations, including the repayment of its bonds, lease-purchase obligations and other obligations. The opinion of Bond Counsel will be rendered based on the law existing as of the date of issuance of the Bonds and in reliance upon

12 general legal presumptions in favor of the constitutionality of statutes and upon the holdings of existing case law.

RATINGS

Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), has given the Bonds a rating of “___” and Moody’s Investors Service (“Moody’s”) has given the Bonds a rating of “___.” Any desired explanation of the significance of such ratings should be obtained from S&P and from Moody’s. The City furnished the rating agencies with certain information and materials relating to the Bonds and the City which have not been included in this Official Statement. Generally, a rating agency bases its rating on the information and materials so furnished and on investigations, studies and assumptions made by such rating agency. There is no assurance that a particular rating will be maintained for any given period of time or that it will not be lowered or withdrawn entirely if, in the judgment of the agency originally establishing the rating, circumstances so warrant. Neither the City nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed revision or withdrawal of the rating of the Bonds or to oppose any such proposed revision or withdrawal. Any such change in or withdrawal of such rating could have an adverse effect on the market price of the Bonds. Any explanation of the significance of such ratings should be obtained from the rating agency furnishing such rating.

CONTINUING DISCLOSURE

The Ordinance includes the City’s undertaking (the “Undertaking”) for the benefit of the holders and beneficial owners of the Bonds to send certain financial information and operating data to the Municipal Securities Rulemaking Board (“MSRB”) annually and to provide notice to the MSRB of certain events, pursuant to the requirements of Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. § 240.15c2-12) (the “Rule”). See “APPENDIX C—FORM OF CONTINUING DISCLOSURE UNDERTAKING.”

A failure by the City to comply with the Undertaking will not constitute an event of default with respect to the Bonds, although any holder will have any available remedy at law or in equity, including seeking specific performance by court order, to cause the City to comply with its obligations under the Undertaking. Any such failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. The City is in compliance with its previous undertakings under the Rule.

UNDERWRITING

Under a Bond Purchase Agreement (the “Agreement”) entered into by and between the City and D.A. Davidson & Co. (the “Underwriter”), the Bonds are being purchased at a price of par plus a premium of $______(from which will be paid $______of Underwriters’ discount) by the Underwriter for public reoffering by the Underwriter at the initial public offering prices or yields set forth on the inside of the cover page of this Official Statement. The Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Bonds is subject to various conditions contained in the Agreement, including the absence of pending or threatened litigation questioning the validity of the Bonds or any proceedings in connection with the issuance thereof and the absence of material adverse changes in the financial or business condition of the City.

The Underwriter intends to offer the Bonds to the public initially at the offering prices set forth on the inside of the cover page of this Official Statement, which prices may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain 13 dealers (including dealers depositing Bonds into investment trusts) at prices lower than the public offering price.

LEGAL OPINION

The approving opinion of Kutak Rock LLP (“Bond Counsel”) will affirm, among other things, that the Bonds have been authorized and issued in accordance with the Constitution and statutes of the State of Nebraska and the Charter of the City of Omaha, and constitute valid and legally binding obligations of the City, and that the City has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all the property within the City subject to taxation by the City without limitation as to rate or amount. The rights of the holders of the Bonds and the enforceability thereof may be subject to valid bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors.

TAX EXEMPTION

Federal and State Tax Exemption

In the opinion of Kutak Rock LLP, Bond Counsel, to be delivered at the time of original issuance of the Bonds, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds (including any original issue discount properly allocable to the owners of certain of the Bonds) (a) is excluded from gross income for federal income tax purposes and (b) is not a specific item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the “adjusted current earnings” of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation’s earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of each such corporation’s adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses)

The opinions set forth above are subject to continuing compliance by the City and the Corporation with their respective covenants regarding federal tax laws in the Ordinance and the Indenture. Failure to comply with such covenants could cause interest on the Bonds to be included in gross income retroactive to the date of issue of the Bonds.

The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of certain recipients, such as banks, thrift institutions, property and casualty insurance companies, corporations (including S corporations and foreign corporations operating branches in the United States), Social Security or Railroad Retirement benefit recipients, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. The nature and extent of these other tax consequences will depend upon the recipients’ particular tax status or other items of income or deduction. Bond Counsel expresses no opinion regarding any such consequences, and investors should consult their own tax advisors regarding the tax consequences of purchasing or holding the Bonds.

In Bond Counsel’s further opinion, under the existing laws of the State of Nebraska, the interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for purposes of the federal income tax.

Original Issue Discount

The Bonds maturing in the years ___ through ____, inclusive (the “Discount Bonds”), are being sold at an original issue discount. The difference between the initial public offering prices, as set forth on the cover page, of such Discount Bonds and their stated amounts to be paid at maturity constitutes 14 original issue discount treated as interest which is excluded from gross income for federal income tax purposes, as described above.

The amount of original issue discount which is treated as having accrued with respect to such Discount Bond is added to the cost basis of the owner in determining, for federal income tax purposes, gain or loss upon disposition of such Discount Bond (including its sale, redemption or payment at maturity). Amounts received upon disposition of such Discount Bond which are attributable to accrued original issue discount will be treated as tax-exempt interest, rather than as taxable gain, for federal income tax purposes.

Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discount Bond, on days which are determined by reference to the maturity date of such Discount Bond. The amount treated as original issue discount on such Discount Bond for a particular semiannual accrual period is equal to the product of (i) the yield to maturity for such Discount Bond (determined by compounding at the close of each accrual period) and (ii) the amount which would have been the tax basis of such Discount Bond at the beginning of the particular accrual period if held by the original purchaser, less the amount of any interest payable for such Discount Bond during the accrual period. The tax basis is determined by adding to the initial public offering price on such Discount Bond the sum of the amounts which have been treated as original issue discount for such purposes during all prior periods. If such Discount Bond is sold between semiannual compounding dates, original issue discount which would have been accrued for the semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period.

Owners of Discount Bonds should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date and with respect to the state and local tax consequences of owning a Discount Bond.

Original Issue Premium

The Bonds maturing in the years ____ through ______, inclusive (collectively, the “Premium Bonds”), are being sold at a premium. An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. An initial purchaser of a Premium Bond must amortize any premium over such Premium Bond’s term using constant yield principles, based on the purchaser’s yield to maturity (or, in the case of Premium Bonds callable prior to their maturity, by amortizing the premium to the call date, based on the purchaser’s yield to the call date and giving effect to the call premium). As premium is amortized, the purchaser’s basis in such Premium Bond 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 Premium Bond prior to its maturity. Even though the purchaser’s basis may be reduced, no federal income tax deduction is allowed. Purchasers of Premium Bonds should consult with their tax advisors with respect to the determination and treatment of amortizable premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Bond.

Future Legislation

From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to above or adversely affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or their market value would be affected thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed 15 legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation.

LITIGATION

The City is party to legal proceedings which occur in government operations and include claims for property damage and personal injury, contract disputes, discrimination claims and property condemnation proceedings. The legal proceedings, in the opinion of the City management, based on the advice of the City Attorney, are not expected to have a materially adverse effect on the City’s financial position at October 1, 2010, after giving effect to available funds provided for such contingencies in the Judgment, Cash Reserve and Contingent Liability Reserve Funds and alternative methods of satisfying judgments, these being identified as:

—City’s authority to levy under Judgment Fund set by Home Rule Charter.

—State Statute, Section 77-1620 R.R.S. 1943, which authorizes a special levy for payment of judgments.

—State Statute, Section 13-918 R.R.S. 1943, which authorizes the City to borrow money from the State to satisfy certain judgments.

In addition to amounts recorded by the City as other accrued liabilities, the City Attorney is of the opinion that there is a reasonable possibility that the City will incur additional losses on these lawsuits of approximately $6,526,000.

FINANCIAL STATEMENTS

The general purpose financial statements of the City as of and for the year ended December 31, 2009 included as Part Two of Appendix B have been audited by KPMG LLP, independent certified public accountants, as stated in their report appearing therein.

VERIFICATION OF MATHEMATICAL COMPUTATIONS

The accuracy of the mathematical computations of (a) the adequacy of the maturing principal of and interest earned on the Federal Securities to provide for the payment of the principal of, redemption premium, if any, and interest on the Prior Bonds when due, and (b) the actuarial yield on such Federal Securities and on the Bonds, which computations support the conclusion that the Bonds are not “arbitrage bonds” under Section 148 of the Code, will be verified by Chris D. Berens C.P.A., P.C., independent certified public accountants.

CERTIFICATION AS TO OFFICIAL STATEMENT

The City of Omaha, Nebraska, will furnish a certificate signed on its behalf by Carol Ebdon, Finance Director of the City of Omaha, and delivered concurrently with the delivery of the Bonds, to the effect that at the date of this Official Statement and at the date of delivery of the Bonds, (i) the information and statements, including financial statements, of or pertaining to the City, contained in this Official Statement were and are correct in all material respects; and (ii) insofar as the City and its affairs, including its financial affairs, are concerned, this Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The City, by such certificate, will further confirm to the effect that insofar as the descriptions and statements, including financial data, contained in the Official Statement of or pertaining to nongovernmental bodies or governmental bodies other than the City are concerned, such descriptions, 16 statements and data have been obtained from sources believed by the City to be reliable, and that the City has no reason to believe that they are untrue or incomplete in any material respect.

The execution and delivery of this Official Statement have been duly authorized by the City as of the date shown on the cover hereof.

CITY OF OMAHA, NEBRASKA

By Mayor

17

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APPENDIX A

CITY OF OMAHA— SELECTED ECONOMIC INDICATORS

Omaha MSA Population and Employment Population 1 Employment 2

1950 366,395 163,050 1960 457,873 188,950 1970 542,646 241,650 1980 569,614 261,532 1990 687,569 355,200 2000 767,140 441,600 2001 775,251 444,500 2002 782,158 439,200 2003 790,252 444,400 2004 800,155 441,500 2005 810,155 448,200 2006 819,073 456,200 2007 827,666 462,800 2008 837,925 468,400 2009 838,855 459,200

 Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S. Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment, Hours, and Earnings.

Omaha MSA (Eight Counties) Nonagricultural Wage and Salary Employment

Industry Average for 2008 Average for 2009 Average for 2010* Number % of Total Number % of Total Number % of Total

Construction 25,700 5.5% 23,900 5.2% 21,150 4.7% Manufacturing 33,800 7.2% 31,500 6.9% 31,067 6.9% Trade, Transportation & Utilities 99,700 21.2% 95,200 20.7% 93,133 20.6% Information 12,200 2.6% 11,500 2.5% 10,767 2.4% Financial Activities 40,700 8.7% 39,900 8.7% 38,967 8.6% Professional & Business Services 65,500 13.9% 62,600 13.6% 61,283 13.6% Education & Health Services 67,800 14.4% 68,800 15.0% 68,650 15.2% Leisure & Hospitality 45,600 9.7% 44,600 9.7% 43,917 9.7% Other Services 16,700 3.6% 16,800 3.7% 16,883 3.7% Government 62,100 13.2% 64,400 14.0% 65,900 14.6%

Total Non-Farm Employment 469,800 100.0% 459,200 100.0% 451,717 100.0%

*Data are annual averages from preliminary data; upcoming benchmark revisions may change the

Source: Bureau of Labor Statistics: State and Area Employment, Hours and Earnings.

Omaha MSA Personal Income (per capita)

Per Capita U.S. Per Capita Year Personal Income Personal Income Personal Income

1970 $2,553,430 $4,107 $4,084 1980 $6,647,847 $10,150 $10,091 1990 $13,287,990 $19,316 $19,354 2000 $24,935,879 $32,421 $30,318 2001 $25,907,362 $33,412 $31,145 2002 $26,881,785 $34,359 $31,462 2003 $27,925,736 $35,325 $32,271 2004 $29,636,998 $37,087 $33,881 2005 $31,080,199 $38,347 $35,424 2006 $33,394,794 $40,723 $37,698 2007 $34,978,933 $42,185 $39,392 2008 $36,098,230 $43,012 $40,166 2009* $36,029,000 $42,412 $39,138

*2009 figures are preliminary

Source: Bureau of Economic Analysis, SA1-3, CA1-3.

Omaha MSA1 Net Taxable Sales

Total Net Net Taxable Sales Year Taxable Sales (000) of Motor Vehicles (000)

1980 $2,589,068 $223,377 1990 4,055,334 499,033 2000 7,006,016 970,867 2001 7,241,327 1,133,659 2002 7,331,540 1,164,841 2003 7,667,430 1,171,888 2004 8,365,580 1,124,848 2005 8,669,035 1,055,036 2006 8,796,364 1,013,663 2007 2 9,116,077 1,092,087 2008 9,235,201 1,093,682 2009 8,974,240 1,093,115

Source: Nebraska Department of Revenue. 1 Includes the five Nebraska Counties in the eight County MSA. 2 Nebraska Counties of MSA (Cass, Douglas, Sarpy, Washington, Saunders (1997-present)) through October 2007.

A-2

Value of Building Permits—City of Omaha

Year Amount Year Amount 1950 $ 24,105,401 2003 $633,542,187 1960 46,927,523 2004 623,481,197 1970 61,626,242 2005 673,153,699 1980 136,736,312 2006 605,536,231 1990 318,473,517 2007 663,007,432 2000 473,849,942 2008 795,783,313 2001 1,558,867,305 2009 511,966,409 2002 701,502,687 2010 373,267,782

Through August 31, 2010. Source: Division of Permits and Inspections, City of Omaha.

Largest Employers—City of Omaha Metro Area August 31, 2010

Company Product/Service Number of Employees

Offutt Air Force Base* National Security 9,414 Alegent Health Healthcare 9,000 Education 7,500 The Nebraska Medical Center Healthcare 5,600 Methodist Health System Healthcare 5,199 First Data Transaction Processing 5,000 Union Pacific Railroad 4,500 University of Nebraska Medical Center Education 4,193 West Corp. Telemarketing 3,769 First National Bank of Omaha Banking 3,707 Mutual of Omaha Insurance 3,548 Wal-Mart Stores Store 3,500 City of Omaha Government 3,000 ConAgra Foods Food products 3,000 Creighton University Education 3,000 PayPal* Transaction Processing 3,000 University of Nebraska at Omaha Education 3,000 Millard Public Schools Education 2,767 Target Stores Dept. Stores 2,565 Douglas County Government 2,400

Located in Sarpy County (immediately south of Omaha). Source: Greater Omaha Chamber of Commerce Top 25 Employer List, (Ranked by Number of Employees).

A-3

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APPENDIX B

CITY OF OMAHA—FINANCIAL INFORMATION

Part One

Selected City of Omaha Financial Information

Part Two

Independent Auditors’ Report and General Purpose Financial Statements (December 31, 2009)

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APPENDIX B

CITY OF OMAHA—FINANCIAL INFORMATION

Part One Selected City of Omaha Financial Information

CITY OF OMAHA, NEBRASKA

GENERAL FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31, 2009

Revenue: 2005 2006 2007 2008 2009 General Property Tax $50,000,897 $52,205,484 $55,126,392 $61,795,651 $64,773,742 Motor Vehicle Taxes 8,808,677 8,818,011 8,825,629 9,374,405 9,299,184 City sales & use tax 112,954,972 113,633,982 118,680,986 121,532,796 121,309,926 Business taxes 26,845,997 28,781,008 30,778,878 33,830,794 33,664,179 Licenses & permits 8,248,962 8,216,565 8,150,481 8,155,504 7,125,362 Intergovernmental revenue 9,956,560 8,388,815 9,246,268 9,437,282 10,321,762 Charges for services 15,616,713 16,285,001 18,568,340 19,842,674 19,946,262 Investment income 1,292,491 4,170,840 5,671,876 3,847,009 1,195,845 Rents & royalties 107,512 159,665 120,473 104,961 130,130 Miscellaneous 1,215,451 1,189,362 4,915,605 1,685,643 1,331,891 Total Revenue $235,048,232 $241,848,733 $260,084,928 $269,606,719 $269,098,283

Expenditures Legislative & Executive $2,587,929 $2,458,375 $2,621,760 $2,540,850 $2,597,111 Law, Personnel & Human Relations 5,673,577 5,490,058 5,887,846 5,824,839 5,661,845 Finance 2,819,299 2,340,491 2,389,924 2,276,814 2,480,074 Planning 6,599,159 5,115,735 5,755,897 6,612,669 6,603,010 Parks, Recreation & Public Property 15,265,292 14,899,544 16,483,949 17,887,259 16,977,290 Fire 59,511,704 65,557,730 69,709,351 74,905,411 74,257,000 Police 80,253,364 85,732,138 93,535,664 93,597,942 93,603,374 Public Works 13,630,679 14,227,826 15,140,836 14,988,397 15,588,063 Convention and Tourism - 255,600 250,000 -0- -0- Public Library 8,406,738 7,600,999 8,356,835 8,173,587 8,098,422 Retiree Benefits 15,163,968 16,372,920 17,410,910 19,359,233 22,005,057 Agency &Other Accounts 23,225,076 23,083,677 22,869,002 24,771,326 27,598,496 Total Expenditures $233,136,785 $243,135,093 $260,411,974 $270,938,327 $275,469,742

Excess (deficit) of revenues over expenditures: $1,911,447 $(1,286,360) $(327,046) $(1,331,608) $(6,371,459)

Other sources (uses) of financial resources: Initial Credit 489,111 3,762,999 2,643,828 2,659,323 3,896,110 Operating transfers & encumbrance adj. (net) 243,269 182,684 1,579,328 545,751 2,475,349 Net other sources (uses) of financial resources $732,380 $3,945,683 $4,223,156 $3,205,074 $6,371,459 Excess (deficiency) of revenues over expenditures & other sources (uses) of financial resources* 2,643,827 2,659,323 3,896,110 1,873,466 0 Fund balance, beginning of yr. 4,252,110 6,406,826 5,303,150 6,555,432 5,769,575 Less initial credit (489,111) (3,762,999) (2,643,828) (2,659,323) (3,896,110) Fund balance, end of yr. $6,406,826 $5,303,150 $6,555,432 $5,769,575 $1,873,465

Source: Records of the Finance Department, City of Omaha

*City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year, the excess, if any, of revenues and adjustments over expenditures and encumbrances is determined. Any such excess, less extraordinary transfers out, if any, is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen.

B-2

CITY OF OMAHA, NEBRASKA

GENERAL DEBT SERVICE FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31, 2009

2005 2006 2007 2008 2009 Revenue: Taxes $ 35,631,565 $ 37,751,458 $ 39,700,167 $ 44,536,697 $46,832,517 In lieu-of-taxes 74,594 92,735 88,094 74,594 74,607 Interest income 238,746 114,615 111,542 252,097 214,294 Parking fees 1,168,532 1,026,585 1,243,110 $1,328,971 945,928 Seat tax 374,998 594,628 427,038 544,927 360,975 State turn back revenue 997,550 450,389 799,636 2,404,735 2,380,069 Total revenue $ 38,485,985 $ 40,030,410 $ 42,369,587 $49,142,021 $50,808,390

Contributions from annexed areas 822,226 344,325 14,467,116 10,568,138 491,410

Total revenue & contributions $ 39,308,211 $ 40,374,735 $ 56,836,703 $59,710,159 $51,299,800

Expenditures: Outside services: Professional fees & liabilities $ 562,771 $ 292,396 $ 1,848,730 $ 2,071,744 $ 1,151,204 Collection fees 375,683 377,054 425,334 446,385 342,458 Total outside services $ 938,454 $ 669,450 $ 2,274,064 $ 2,518,129 $ 1,493,662

General obligation bonds: Interest expense $ 21,883,212 $ 23,008,972 $ 37,631,606 $ 28,463,687 $ 27,786,112 Bonds retired 21,150,000 35,125,000 39,725,234 109,871,890 76,393,269 Total general obligation bonds $ 43,033,212 $ 58,133,972 $ 77,356,840 $ 138,335,577 $104,179,381

Total expenditures $ 43,971,666 $ 58,803,422 $ 79,630,904 $140,853,706 $105,673,043

Excess (deficit) of revenues & contributions over (under) expenditures $ (4,663,455) $(18,428,687) $(22,794,201) $(81,143,547) $(54,373,243)

Other financing sources (uses): Refunding Bonds - 11,425,000 27,397,421 83,628,251 48,886,711

Excess (deficit) of revenues & contributions over (under) expenditures & other financing sources (uses) $ (4,663,455) $ (7,003,687) $ 4,603,220 $ 2,484,704 $(5,486,532)

Fund balance at beginning of year 23,555,462 18,892,007 11,888,320 16,491,540 18,976,244

Fund balance at end of year $ 18,892,007 $ 11,888,320 $ 16,491,540 $ 18,976,244 $13,489,712

B-3

CITY OF OMAHA, SPECIAL TAX REVENUE REDEVELOPMENT AND SPECIAL OBLIGATION DEBT SERVICE FUND Five Years Ended December 31, 2009

2005 2006 2007 2008 2009 Revenues: Property tax revenue $1,815,671 $1,924,414 $1,987,825 $2,266,497 $2,386,049 Tax allocation revenue 1,632,230 1,752,414 3,926,399 2,270,964 1,975,044 State cigarette tax 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 NRD Miller Park contribution 200,000 200,000 200,000 ------Douglas County Miller Park contribution 141,176 141,176 141,176 141,177 141,177 Rolling River 56,146 --- 111,575 ------Naming rights convention center 825,000 825,000 825,000 825,000 825,000 Land sales 1,656,289 --- 224,260 77,500 850,000 Refunding Bonds\Other Income ------40,596,567 75,119 Sewer Revenue Fees* 1,520,149 1,519,551 1,517,971 1,518,584 1,517,163 Total revenues $9,346,661 $7,862,555 $10,434,206 $49,196,289 $9,269,552

Expenditures: Agency and other accounts $26,119 $47,445 $20,842 $56,122 $163,898 Principal payment 1,746,813 2,003,542 4,315,527 35,949,182 3,172,837 Interest 5,459,700 5,281,609 5,094,062 5,454,753 5,733,379 Sewer Special Obligation debt service* 1,520,149 1,519,551 1,517,971 1,518,584 1,517,163 Professional fees 142,796 114,917 168,275 6,330,887 95,027 Total expenditures $8,895,577 $8,967,064 $11,116,677 $49,309,528 $10,682,304

Excess (deficit) of revenues over expenditures 451,084 (1,104,509) (682,471) (113,239) (1,412,752)

Fund balance, beginning of year: Fund balance 8,443,424 8,894,508 7,789,999 7,107,528 6,994,289

Fund balance, end of year: Fund balance $8,894,508 $7,789,999 $7,107,528 $6,994,289 $5,581,537

This redevelopment levy is used to pay bond and interest payments on Redevelopment Bonds. The levy for 2005, 2006, 2007 and 2009 is .894 cents per $100 of taxable valuation. The State Community Development Law authorizes a taxing authority of 2.6 cents on each $100 upon actual value of all taxable property in the City. The Omaha Special Tax Revenue Redevelopment and Special Obligation Debt Service Fund services the following issuances:

Retirement Name Date of Issue Date Downtown Redevelopment 1999 2019 2002 Redevelopment ( Stockyards & Downtown )** 2002 2032 2002 Special Obligation ( Riverfront ) ** 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax & Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax & Tax Allocation Revenue Redevelopment B 2007 2011 2008 Redevelopment (Stockyards & Downtown) 2008 2026 2008 Special Obligation ( Riverfront ) 2008 2013 Special Tax Revenue Redevelopment 2008 2028

In 2002, the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources, including Property Tax Revenue, Tax Allocation Revenue, State Cigarette Tax, NRD Miller Park Contribution, Douglas County Miller Park Contribution, Sewer Fees and Land Sales.

*The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. **Refunded on March 25, 2008 upon the issuance of the corresponding 2008 Redevelopment and 2008 Special Obligation Bonds.

B-4

CITY OF OMAHA, NEBRASKA

SUMMARY OF GENERAL FUND REVENUES AND EXPENDITURES THROUGH JUNE 30, 2010 2010 Actual Projected Projected Over Budgeted 6/30/2010 12/31/2010 (Under) Budget

Revenues: General Property Tax $70,322,657 $39,432,329 $70,622,427 $299,770 Motor Vehicle Taxes 9,300,000 4,383,159 9,000,000 $(300,000) City Sales and Use Tax 122,954,000 64,424,112 122,954,000 0 Business Taxes 34,932,000 13,844,896 33,910,000 (1,022,000) Licenses and Permits 8,544,362 3,177,284 7,400,000 (1,144,362) Intergovernmental Revenues 9,303,000 3,565,408 8,303,000 (1,000,000) Charges for Services 19,386,252 10,096,052 20,086,315 700,063 Investment Income 2,850,000 644,610 1,400,000 (1,450,000) Miscellaneous 1,372,453 402,739 800,000 (572,453) Prior Year General Fund Balance 1,873,465 1,873,465 1,873,465 -

Total General Fund Revenue $280,838,189 $141,844,054 $276,349,207 $(4,488,982)

Expenditures: Legislative & Executive $2,697,014 $1,280,629 $2,604,455 $(92,559) Law, Personnel & Human Relations 6,229,540 2,848,380 5,821,116 (408,424) Finance 2,505,735 1,165,308 2,457,459 (48,276) Planning 6,784,881 3,080,397 6,497,458 (287,423) Parks, Recreation & Public Property 18,297,135 8,581,203 18,014,417 (282,718) Fire 68,782,298 33,596,475 69,347,860 565,562 Police 98,289,052 48,703,260 100,111,873 1,822,821 Public Works 16,272,610 6,279,318 15,872,266 (400,344) Convention & Tourism 500,000 - - (500,000) Public Library 10,294,689 4,844,301 10,162,939 (131,750) Benefits 23,252,805 11,035,687 23,665,311 412,506 Outside Agency Accounts 18,506,745 9,425,620 18,378,693 (128,052) Contingency and Other Accounts 8,425,685 2,154,135 8,165,685 (260,000)

Total General Fund Expenditures $280,838,189 $132,994,714 $281,099,532 $261,343

Excess Revenues over Expenditures $(4,750,325)

Projected 2010 General Fund Budget Carryover Reserve* $(4,750,325)

Source: Unaudited records and projections of the Finance Department, City of Omaha as of June 30, 2010. These records and projections have not been reviewed by the City's outside auditors: projections are projections only. Actual results as the result of the Year 2010 year-end audit may differ significantly. * See Table on B-2 for previous history at line “Excess (deficiency) of revenues over expenditures and other sources (uses) of financial resources.”

B-5

CITY OF OMAHA, NEBRASKA

GENERAL FUND 2010 BUDGET AND 2011 PROJECTED BUDGET

2010 2011 Budgeted Appropriated Revenues: General Property Tax $ 70,315,904 $ 77,037,699 Motor Vehicle Taxes 9,300,000 9,408,238 City Sales and Use Tax 122,954,000 126,900,000 Business Taxes 34,812,000 32,462,840 Restaurant Tax - 14,779,753 Licenses and Permits 8,664,362 7,797,543 Intergovernmental Revenues 9,309,753 7,895,057 Charges for Services 19,547,602 19,527,272 Investment Income 2,850,000 1,620,000 Miscellaneous 1,211,103 2,797,368 Prior Year Balance 1,873,465 - Total Revenue $280,838,189 $300,225,770

Expenditures: Legislative & Executive $ 2,697,014 $ 2,781,215 Law, Personnel & Human Relations 6,229,540 5,926,996 Finance 2,505,735 2,820,038 Planning 6,784,881 6,790,822 Parks, Recreation and Public Property 18,297,135 17,005,519 Fire 68,782,298 67,715,881 Police 98,289,052 111,915,090 Public Works 16,272,610 16,097,386 Convention and Tourism 500,000 - Public Library 10,294,689 10,358,791 Benefits 23,252,805 24,635,172 Agency and Other Accounts 26,932,430 34,178,860 Total Expenditures $280,838,189 $300,225,770

Source: Finance Department, City of Omaha

The major portion of the City's day-to-day operations, some annual capital improvements and various lease-purchase agreements are financed by the General Fund. Appropriations are also made from the fund for operating the Public Library System. Further appropriations are provided for the City's contribution to employee benefit plans including pension systems, hospitalization and life insurance and social security taxes.

The 2011 General Fund budget increased by $19.4 million which represents a 6.9% increase over the 2010 budget

B-6

ESTIMATED DEBT SERVICE REQUIREMENTS The annual estimated debt service requirements on all outstanding City of Omaha general obligation bonds, as of January 1, 2010 are shown below, together with the estimated annual debt service requirements on the City of Omaha General Obligation Refunding Bonds, Series of 2010.

Debt Service on Outstanding Bonds Debt Service on General Obligation Refunding Bonds Series of 2010 Total For Year Total Refunded Total Principal Ending Principal Principal Principal and Total Debt December 31 and Interest and Interest and Interest1 Principal Interest2 Interest Service

2010 $54,929,349 $491,939 $54,437,410 $- $- - $54,437,410 2011 55,197,471 3,630,990 51,566,481 2,470,000 943,808 3,413,808 54,980,289 2012 57,325,792 4,730,830 52,594,962 3,605,000 842,388 4,447,388 57,042,349 2013 56,498,082 3,746,160 52,751,922 2,755,000 770,288 3,525,288 56,277,209 2014 53,807,911 4,352,025 49,455,886 3,380,000 715,188 4,095,188 53,551,074 2015 51,862,778 3,822,510 48,040,268 2,945,000 647,588 3,592,588 51,632,855 2016 50,089,280 3,543,440 46,545,840 2,745,000 588,688 3,333,688 49,879,528 2017 46,952,321 3,871,393 43,080,929 3,105,000 533,788 3,638,788 46,719,716 2018 44,839,743 3,042,148 41,797,595 2,390,000 471,688 2,861,688 44,659,283 2019 42,919,305 2,946,343 39,972,963 2,345,000 423,888 2,768,888 42,741,850 2020 40,734,649 2,853,803 37,880,847 2,315,000 371,125 2,686,125 40,566,972 2021 38,531,648 2,708,725 35,822,923 2,235,000 313,250 2,548,250 38,371,173 2022 36,645,085 1,572,568 35,072,517 1,235,000 246,200 1,481,200 36,553,717 2023 33,759,632 703,383 33,056,249 455,000 209,150 664,150 33,720,399 2024 31,997,729 784,510 31,213,219 540,000 195,500 735,500 31,948,719 2025 29,684,690 1,150,470 28,534,220 905,000 179,300 1,084,300 29,618,520 2026 26,005,941 1,421,620 24,584,321 1,185,000 152,150 1,337,150 25,921,471 2027 24,487,041 1,531,850 22,955,191 1,325,000 116,600 1,441,600 24,396,791 2028 2,796,811 610,975 2,185,836 510,000 63,600 573,600 2,759,436 2029 1,887,930 610,725 1,277,205 530,000 43,200 573,200 1,850,405 2030 608,950 608,950 - 550,000 22,000 572,000 572,000 2031 630,900 630,900 - - - - -

TOTALS $782,193,038 $49,366,254 $732,826,784 $37,525,000 $7,849,383 $45,374,383 $778,201,167

1. Less principal of and interest on City of Omaha proposed refunded bonds. 2. Interest estimated at an average coupon of 2.724%.

B-7

PROPERTY VALUATIONS AND DEBT RATIOS

As of December 31

2005 2006 2007 2008 2009

1 Actual Valuation $21,495,123,660 $22,265,984,445 $25,302,239,770 $26,509,935,870 $27,077,712,200 Net Direct General Obligation Bonded Debt 465,864,465 464,368,152 520,334,932 539,086,218 532,339,481 % of Net Direct General Obligation Bonded Debt to Actual Valuation 2.17% 2.09% 2.06% 2.03% 1.97%

1 The preliminary 2010 taxable valuation is $26,885,095,445.

Source: Records of Accounting Department, Office of the Douglas County Clerk.

Population, Net General Bonded Debt and Per Capita Debt

Per Capita Net Direct Net Direct General Obligation General Obligation Year Population1 Bonded Debt2,3 Bonded Debt 1950 251,117 $ 11,100,500 $ 44.00 1960 301,598 30,697,871 102.00 1970 346,929 71,586,248 206.00 1980 313,911 73,939,298 236.00 1990 335,795 115,435,013 344.00 2000 390,007 408,103,671 1,046.00 2001 404,516 423,338,935 1,047.00 2002 408,202 417,421,740 1,023.00 2003 412,679 421,869,470 1,022.00 2004 417,702 439,551,010 1,052.00 2005 423,255 465,864,465 1,101.00 2006 428,263 464,368,152 1,084.00 2007 432,791 520,334,932 1,202.00 2008 438,791 539,312,795 1,229.00 2009 454,731 532,339,481 1,171.00

1Source: United States Census and Metropolitan Area Planning Agency, City of Omaha. 2Records of the Finance Department, City of Omaha. 3In 1982, the City of Omaha inaugurated a new annexation policy. The current annexation policy is designed to create annual, balanced annexation packages and establish consistency from year to year. Such annexation packages combine areas with relatively high outstanding indebtedness in relation to assessed valuation with other areas that have a more positive financial picture. These balanced packages can then be added to the City without tax increase to cover retirement of the additional debt assumed by the City. Under this approach, Omaha has grown by approximately 140,820 people and 39 square miles as a result of annexations since 1980.

B-8

OVERLAPPING DEBT

Listed below are the political subdivisions which have the power to levy taxes and the amount of net bonded indebtedness of each, as reported to the State of Nebraska Auditor of Public Accounts on December 28, 2009, applicable to the taxable property within the City of Omaha:

% Applicable to $ Amount Bonds Outstanding City of Omaha Applicable

Douglas County1 $ 78,000,000 75.30% $ 58,734,000 Omaha-Douglas Public Building Commission2 32,930,000 75.30 24,796,290 School District of Omaha3 230,835,908 85.24 196,764,528 School District of Ralston3 26,315,000 71.89 18,917,854 School District of Millard3 142,155,000 62.76 89,216,478 School District of Elkhorn3 113,415,000 53.05 60,166,658 School District No. 66 of Douglas County3 16,185,000 100.00 16,185,000 Total $639,835,908 $464,780,808

1 Douglas County, under various lease purchase agreements, is obligated to provide for annual rental payments. The annual payments on those lease purchase agreements, mostly short-term, are in each case $500,000 or less. 2 Payable from certain property tax revenues and payments to be made to it by the City of Omaha and Douglas County under certain contractual agreements. Actual rental payments by the City for 2009 were $1,424,920. The Act authorizing issuance of bonds by the Omaha-Douglas Public Building Commission (the “Commission”) permits the Commission to levy a tax of $.017 per $100 of actual valuation on all the taxable property in Douglas County; the levy for 2009-10 is $0.013 per $100 of actual valuation. However, although the same Act authorizes the City to levy a tax on all the taxable property in the City, except intangible property, of $0.017 per $100 of actual valuation in excess of the Charter limitation described under “AUTHORITY TO LEVY TAXES,” if and to the extent necessary to make the City’s payments to the Commission, no such levy has ever been made by the City for such purpose. 3 Tax levies for general obligation bond sinking fund purposes are unlimited as to amount. Residents of the City reside in one of the five school districts and pay taxes only to that school district. These numbers represent bonds outstanding as of August 31, 2009.

The City’s ratio of direct and overlapping debt ($1,010,610,002) to its 2009 property valuation ($27,077,712,200) is 3.73%.

LONG-TERM CONTRACTUAL AGREEMENTS

The City of Omaha, under certain existing contractual agreements (including lease purchase agreements), is obligated to provide for annual payments which are a charge on the General Fund and the Parking Revenue Fund. From 2010 to 2036, the highest annual payment is $15,145,579 (in 2012), the lowest is $7,301,297 (in 2034), and the average annual payment is $11,164,887. Such annual payments are included as General Fund budgetary items for which annual appropriations are required. Under the Charter of the City of Omaha, the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit.

B-9

City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding1 as of December 31, 2009

City of Omaha: Tax Increment Bonds and Notes $ 272,314,518 Special Tax Revenue Bonds 47,825,000 Highway Allocation Revenue Bonds 2,065,000 Convention Center Hotel Revenue Bonds 109,750,000 Special Obligation Bonds 81,840,000 Omaha Public Power District 1,937,704,000 Airport Authority of the City of Omaha 26,749,382 Sanitary Sewerage System Revenue Bonds 82,095,000 Nebraska Department of Environmental Control Sewer Revenue Notes 32,628,407 Metropolitan Utilities District 189,720,000 ______1Revenue bond indebtedness is not general obligation debt of the City. Principal and interest are paid solely from revenues arising from operations of the respective City facilities or of the Authority or District issuing such revenue bonds. No taxes are levied for payment of either principal or interest. Nor are the Tax Increment Bonds and Notes and Special Tax Revenue Bonds referred to above general obligations of the City. Principal and interest are paid (1) either from that portion of the ad valorem tax on real property in a redevelopment project which is in excess of that portion of the ad valorem tax upon real property in such redevelopment project produced by the levy at the rate fixed each year by or for each public body levying a tax in such redevelopment project on the valuation for assessment of the taxable real property as last certified for the year prior to the providing for division of such taxes pursuant to the redevelopment plan or (2) from special tax revenues collected pursuant to redevelopment laws.

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TOTAL PROPERTY TAX LEVIES IN THE CITY OF OMAHA (Levied on Real and Tangible Personal Property) 2005 2006 2007 2008 2009 2010 City of Omaha Amount per $100 of actual Valuation (Rounded to four decimals) General Fund $.2431 $.2431 $.2431 $.2431 $.2431 $.2611 Debt Service Fund .1759 .1759 .1759 .1759 .1759 .1928 Judgment Fund .0060 .0060 .0060 .0060 .0060 .0060 Redevelopment Fund .0089 .0089 .0089 .0089 .0089 .0159 Total for City of Omaha $.4339 $.4339 $.4339 $.4339 $.4339 $.4759

2005-06 2006-07 2007-08 2008-09 2009-10 (Amount per $100 of actual Valuation) Other Taxing Units Douglas County $ .26427 $ .26144 $ 0.24519 $ 0.24519 $ 0.24519 Library-(Unincorporated Areas Only) .02122 .01855 0.01770 0.01807 0.01553 School District of Omaha1 1.21849 1.19930 1.20059 1.20064 0.25572 School District No. 66 of Douglas County1 1.28885 1.30156 1.25282 1.25302 0.29106 School District of Ralston1 1.30261 1.29216 1.26197 1.29738 0.30785 School District of Millard1 1.28995 1.27958 1.20999 1.20997 0.25000 School District of Elkhorn1 1.23776 1.29165 1.30510 1.30499 0.34499 State Educational Service Units .01502 .01502 0.015002 0.015002 0.01500 Omaha-Douglas Public Building Commission .01096 .01096 0.01096 0.01300 0.01300 Papio Missouri River Natural Resources District .03909 .03844 0.03485 0.03375 0.03375 Metropolitan Technical Community College .0674 .0674 0.06740 0.06740 0.08500 Omaha Transit Authority .04890 .04871 0.04617 0.04613 0.04674 Learning Community 3 - - - - 0.96500

1Residents in Omaha reside in one of the above five school districts and pay taxes only to that school district. 2Residents residing in school districts other than the School District of Omaha pay $0.01618 for years 2009-10, $0.01642 for years 2008-09, $0.01629 for years 2007-08, $0.01642 for years 2006-07 and $0.01657 for years 2005-06. 3Comprised of all 11 school districts within Douglas and Sarpy Counties, the Learning Community implemented a common property tax levy among the 11 school districts with the purpose of helping distribute property tax revenue more evenly throughout the school districts in the area.

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MAJOR TAXPAYERS The following are firms located within the City of Omaha with real estate valuations in excess of $25,000,000 as of August 30, 2010. Value of Taxpayer Real Property

OAK VIEW MALL LLC $103,070,800 UNITED OF OMAHA LIFE INS 95,101,200 WESTROADS MALL LLC 82,092,800 168TH AND DODGE LP 75,647,800 NEBRASKA FURNITURE MART 71,116,000 IRET-MR9 LLC 54,005,100 FIRST DATA RESOURCES INC 53,282,900 COMMERCIAL FEDERAL SAVINGS & LOAN 52,086,500 SFI LTD PARTNERSHIP 49,271,900 TARGET CORPORATION 45,323,200 CLF LANDMARK OMAHA LLC 42,875,800 W O W LIFE INS SOC 40,000,000 CREIGHTON ST JOSEPH REGIONAL 39,000,000 WAL-MART REAL ESTATE BUS TR 36,617,800 OMAHA PLAZA INVESTMENTS LLC 36,287,300 FIRST NATIONAL BANK OMAHA 35,542,300 CAGR LLC 34,761,700 SELDIN PROPERTIES 34,096,000 WACHOVIA DEVELOPMENT CORPORATION 34,060,000 COLE MT OMAHA 33,341,600 DOUGLAS BUILDING LLC 31,580,300 SECURITY NATIONAL PROPERTIES FUND 31,466,000 GUARANTEE MUTUAL LIFE 31,132,000 LVP OAKVIEW STRIP CENTER LLC 30,040,000 WEST TELESERVICES CORP 30,006,900 CONNECTICUT NATIONAL BANK TR 30,000,000 ALEGENT HEALTH 29,706,500 ORIENTAL TRADING CO INC 29,620,700 BISHOP CLARKSON MEMORIAL HOSPITAL 28,762,100 REGENCY LAKESIDE ASSOC LLC 28,750,800 L STREET MARKETPLACE LLC 28,451,300 FIRST NATL OF NEBR INC 28,216,300 CONNECTIVITY SOLUTIONS MANUFACTURING 27,479,100 WAL-MART REAL ESTATE BUSINESS 26,213,000 ROE – NORTH PARK II LLC 25,623,300 LOZIER CORP 25,547,500

Source: Records of the Tax Control Supervisor, Office of the Douglas County Clerk

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DEBT MANAGEMENT

General Obligation Debt Margin

Article V, Section 5.27, Home Rule Charter of the City of Omaha, 1956, as amended, provides:

The total amount of general obligation indebtedness outstanding at any time, which shall include bonds issued but shall not include bonds authorized until they are issued, shall not exceed 3.5 per cent of the actual value of taxable real and personal property in the city.

Computation of the general obligation debt margin as defined in the Home Rule Charter, based upon valuations, reflects the following:

Maximum debt limit (3.5% of total assessed valuation) $947,719,927

General obligation bonds outstanding 545,829,194

Less balance in General Obligation Debt (13,489,713) (532,339,481) Service Fund December 31, 2009

General obligation debt margin $415,380,446

Revenue bond indebtedness, special obligation bonds, general obligation notes and lease-purchase agreements are not chargeable against the general obligation debt margin. The City of Omaha has no general obligation notes outstanding. Revenue and special obligation bond indebtedness and lease purchase agreement obligations are set forth herein under the captions “OVERLAPPING DEBT” and “LONG-TERM CONTRACTUAL AGREEMENTS—City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding.”

Debt Payment Record

The City of Omaha has never defaulted on its obligations to pay principal of or interest on its indebtedness.

General Obligation Bonds Authorized But Unissued

The City has $114,446,000 of general obligation bonds authorized but unissued of which $79,300,000 were approved by the City electorate on May 11, 2010. The City anticipates that these bonds will be issued in varying amounts annually through 2016 beginning with approximately $8.6 million in 2010.

CASH RESERVE FUND

At a special City election held on November 6, 1984, voters of the City approved an amendment to Section 5.03 of the City Charter to provide in subsection (10) for the establishment of a cash reserve fund (“Cash Reserve Fund”) for the purpose of meeting emergencies arising from:

(a) the loss or partial loss of a revenue source;

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(b) an unanticipated expenditure demand due to a natural disaster, casualty loss or act of God;

(c) expenditure demand for the satisfaction of judgments and litigation expenses when the Judgment Levy Fund balance is inadequate; or

(d) conditions wherein serious loss of life, health or property is threatened or has occurred.

The 1984 amendment to the City Charter authorized the appropriation at the close of any fiscal year for credit to the Cash Reserve Fund of any amount, or portion thereof, held as General Fund surplus. Income earned on amounts credited to the Cash Reserve Fund is retained in the fund. The maximum size of the Cash Reserve Fund was established at an amount equal to 4% of General Fund appropriations.

The ordinance adopted by the City Council to close Fiscal 1984 Accounts provided that the sum of $1,600,000 be transferred from 1984 available budgetary balances as the initial credit to the Cash Reserve Fund to be held as provided in Section 5.03(10) of the City Charter. In 2009, $2.7 million was transferred to the General Fund, leaving the balance as of December 31, 2009 of $2,945,881.

EMPLOYEE RELATIONS: RETIREMENT SYSTEMS

The City of Omaha negotiates with four major unions: The Civilian Management Professional and Technical Employees Council; The Omaha City Employees, Local No. 251; The Omaha Association of Firefighters, Local No. 385; and The Omaha Police Union, Local No. 1. Current agreements with the four unions expire as follows: The Civilian Management Professional and Technical Employees Council—December 22, 2012; Omaha Association of Firefighters, Local No. 385—December 29, 2008; Omaha City Employees, Local No. 251—December 22, 2012; and Omaha Police Union, Local No. 1— December 21, 2013.

The negotiating procedure involves meeting with the designated union representatives and discussing economic and noneconomic items regarding contractual agreements. At any time, should an impasse be reached, Nebraska law provides that either party may appeal to the Nebraska Commission of Industrial Relations. Either party may appeal the decision of such Commission to the Nebraska Supreme Court, whose decision is final. The Omaha Association of Firefighters Union have been negotiating with the City since their contract expiration in 2008. The Omaha Association of Firefighters filed for settlement with the Nebraska Commission of Industrial Relation.

CITY OF OMAHA EMPLOYEES’ RETIREMENT SYSTEM

The City of Omaha Employees’ Retirement System (the “Civilian Plan”) became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein.

All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan.

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The historical and negotiated employee and City contributions rates based on an employee’s compensation are as follows:

Period Employee Rate City Rate 07/01/72-01/31/98 4.00% 5.20% 02/01/98-06/18/01 4.85 6.05 06/19/01-12/23/01 4.98 6.18 12/24/01-12/21/02 5.33 6.53 12/22/02-12/20/03 5.70 6.90 12/21/03-07/29/06 6.825 8.025 07/30/06-12/16/06 7.325 8.525 12/17/06-12/15/07 7.825 9.025 12/16/07-05/15/2010 8.325 9.525 05/16/2010-12/25/2010 8.575 10.275 12/26/2010-12/24/2011 9.325 11.025 12/25/2011-12/22/2012 10.075 11.775

Prior service credit is granted for employment with the City before January 1, 1949, and membership service credit is granted for employment thereafter. Compulsory military duty and voluntary military duty in time of war count as service.

Early retirement is permitted at age 50 with five years of service, with the accrued benefit reduced 8% per year for retirement prior to age 60. For employees whose age plus service equals or exceeds 80, the 8% per year reduction is eliminated. An employee’s monthly pension is equal to 2.25% of average final monthly compensation for each year of service.

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Following is a cash flow analysis of the System for the last five fiscal years:

2005 2006 2007 2008 2009 Receipts Employee Contributions $ 3,643,131 $ 3,532,487 $ 4,262,326 $4,695,162 $4,638,593 Employer Contributions 4,500,192 4,145,033 4,975,039 5,374,082 5,310,754 Investment Income 18,008,146 30,714,663 17,158,906 (74,148,690) 25,385,457 Security Lending Income 92,472 126,172 199,220 131,023 151,792

Total Receipts $26,243,941 $38,518,355 $26,595,491 ($63,948,423) $35,489,596

Disbursements Retirement Pensions $17,647,999 $21,159,087 $22,230,727 $23,359,337 $24,583,957 Death Benefits 210,338 75,698 11,524 256,610 149,633 Refunds 320,002 455,998 251,974 327,075 514,398

Other Disbursements 1,777,885 1,912,828 2,047,699 1,750,227 1,474,483

Total Disbursements 19,956,22 4 23,603,611 24,541,924 25,693,249 26,722,470

Excess of Receipts Over Disbursements $ 6,287,717 $ 14,914,744 $ 2,053,567 ($89,641,672) $8,767,126

Source: Records of Finance Department, City of Omaha.

The latest actuarial study by the firm of Milliman Consultants and Actuaries was for the period ended January 1, 2009 and included an 8.0% investment rate of return assumption. Summarized below is financial information concerning the System for the last five fiscal years.

2005 2006 2007 2008 2009 System Total Assets1 $277,125,867 $292,040,611 $294,094,178 $204,452,506 $213,219,632 Employee Contributions1 3,643,131 3,532,487 4,262,326 4,695,162 4,638,593 Employer Contributions1 4,500,192 4,145,033 4,975,039 5,374,082 5,310,754

Net Pension Obligation2 (8,100,275) (10,080,703) (13,910,207) (17,626,003) (25,052,987) Unfunded Actuarial 74,900,000 69,700,000 74,300,000 183,200,000 189,600,000 Accrued Liability2

1System Total Assets, Employee Contributions and Employer Contributions figures are taken from City of Omaha records as of December 31 of each year. 2Complete Actuarial Valuations are performed every year, the last being for the period ended January 1, 2009. The net pension asset and unfunded accrued liability figures are taken from reports of Milliman Consultants and Actuaries and annual City audits.

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The City’s annual pension cost and net pension obligation to the Civilian Plan for the fiscal year ended December 31, 2009 are as follows:

City of Omaha Employees’ Retirement System Annual Pension Cost and Net Pension Obligation December 31, 2009

Annual required contribution $12,893,331 Interest on net pension asset 1,410,080 Adjustment to annual required contribution (1,565,673) Annual pension cost 12,737,738 Contributions made (5,310,7554) Increase in net pension obligation 7,426,984 Net pension obligation, beginning of year (17,626,003) Net pension obligation, end of year $(25,052,987)

Three-year trend information is as follows: Fiscal Annual Percentage Net year pension of APC pension ending cost (APC) contributed obligation 12/31/2009 $12,737,738 42% $(25,052,987) 12/31/2008 9,089,878 59 (17,626,003) 12/31/2007 8,794,543 57 (13,910,207)

Current Developments

In regard to the Civilian Plan, contribution rates for both the employees and the City have been increased by negotiations through December 22, 2012. The City and the civilian bargaining groups are continuing to negotiated solutions to address the Plan’s unfunded actuarial accrued liability.

POLICE AND FIRE RETIREMENT SYSTEM

The City of Omaha Police and Fire Retirement System became effective on July 1, 1961. Certain of its provisions, which are governed by Chapter 22.61 of the Omaha Municipal Code, are summarized herein.

Membership in the Uniform Plan (the “Uniform Plan”) is limited to and shall include only probationary and regular uniformed personnel of the Police and Fire Departments.

For sworn fire personnel, retirement is optional at age at age 45 with 20 years of service with a lifetime monthly service retirement benefit equal to 53% of average final monthly compensation. With 25 years of service or more, an employee can retire at the minimum age of 45 with a lifetime monthly retirement benefit equal to 75% of average final monthly compensation. For sworn police personnel, under the new contract as described herein under “SOURCES OF CITY REVENUES—2010 General Fund Forecast” the minimum years of service for a maximum pension benefit of 75% of average monthly compensation increased from 25 years to 30 years. Additionally, under the new police contract sworn personnel hired after January 1, 2010, the minimum age for a normal service retirement is 50. For current sworn police personnel, retirement is optional at 45 with 20 years of service with a lifetime monthly

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service retirement benefit equal to 50% of average monthly compensation. With 30 years of service or more, an employee can retire at the minimum age of 45 with a lifetime monthly retirement benefit equal to 75% of average final monthly compensation.

Following is a cash flow analysis of the system for the last five fiscal years:

2005 2006 2007 2008 2009 Receipts Employee Contributions $11,558,030 $13,468,182 $14,996,443 $14,858,953 $15,630,476 Employer Contributions 16,434,609 19,020,836 20,699,211 20,373,206 21,374,008 Prior Service Contributions 1,327,600 1,327,600 1,327,000 1,327,000 1,327,600 Investment Income 39,095,219 58,197,853 28,888,051 (148,242,515) 57,038,628 Security Lending Income 85,792 84,760 150,220 448,804 174,265 $68,501,250 $92,099,231 $66,060,925 ($111,234,552) $95,544,975.27 Disbursements Retirement Pensions $31,973,122 $33,918,970 $39,653,439 $49,426,367 $52,783,686 Death Benefits 66,463 1,000 56,898 13,000 77,360 Refunds 121,520 318,739 235,811 221,824 296,230,37 Other Disbursements 3,365,627 3,574,750 3,799,517 3,103,770 2,921,538 35,526,732 37,813,459 43,745,665 52,764,961 56,078,815 Excess of Receipts $32,974,518 $54,285,772 $22,315,260 ($163,999,513) $39,466,161 Over Disbursements

Source: Records of Finance Department, City of Omaha.

The latest actuarial study by the firm of Milliman Consultants and Actuaries was for the period ended January 1, 2009 and included an 8.0% rate of return investment assumption. Summarized below is financial information concerning the System for the last five years.

2005 2006 2007 2008 2009 System Total Assets1 $453,323,009 $507,608,781 $529,923,390 $365,923,877 $405,390,038 Employee Contributions1 11,558,030 13,468,182 14,996,211 14,858,953 15,630,476 Employer Contributions1 17,762,209 20,348,436 22,026,211 21,700,206 21,374,008 Net Pension Obligation2 (20,884,106) (31,630,196) (45,494,051) (61,464,670) (88,728,048) Unfunded Actuarial Accrued Liability2 $250,500,000 $293,500,000 $351,900,000 $581,700,000 $620,800,000

1System Total Assets, Employee Contributions and Employer Contributions figures are taken from City of Omaha records as of December 31 of each year. 2Complete Actuarial Valuations are performed every year, the last being for the period ended January 1, 2009. The net pension asset and unfunded accrued liability figures are taken from reports of Milliman Consultants and Actuaries and annual City audits.

During 1977, on the basis of an actuarial balance sheet prepared as of January 1, 1977, the District Court of Douglas County, Nebraska made a determination relative to the unfunded liability for past service credits and the method of funding such amount. The City had adopted a policy whereby the

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employer contributions each year exceeded the matching requirements and served to amortize in part the past service costs. Commencing in 1979, the City contributes to the Police and Firemen’s Retirement System the sum of $1,327,600 per year for 50 years to provide for the amortization of the prior service cost.

The City’s annual pension cost and net pension obligation to the Uniform Plan for the year ended December 31, 2009 are as follows:

Police and Firemen’s Retirement System Annual Pension Cost and Net Pension Obligation December 31, 2009

Annual required contribution $ 50,507,561 Interest on net pension obligation 4,917,174 Adjustment to annual required contribution (5,459,749) Annual pension cost 49,964,986 Contributions made (22,701,608) Increase in net pension obligation 27,263,378 Net pension obligation, beginning of year (61,464,670) Net pension obligation, end of year $(88,728,048)

Three-year trend information is as follows:

Fiscal Annual Percentage Net year pension of APC pension ending cost (APC) contributed obligation 12/31/2009 $49,964,986 45% $(88,728,048) 12/31/2008 37,671,425 58 (61,464,670) 12/31/2007 34,563,066 60 (45,494,051)

Current Developments

The City addressed the Uniform Plan’s unfunded actuarial accrued liability by renegotiating the Police Union’s contract with the City as described in the third paragraph of this Section. In addition, the City expects to negotiate similar concessions into their contract with the Fire Union. Based on estimates prepared by the firm Milliman Consultants and Actuaries, the Uniform Plan must increase annual contributions by $26 million to achieve solvency. Through the negotiations with the Police Union, benefits decreased and contributions by both the employees and the City increased. The net result of these changes reduced the annual shortfall by approximated 50% or $13.5 million. The City is hopeful that the current negotiations with the Fire Union achieve similar results. Achieving long tem solvency through negotiations is the City’s goal.

OTHER POST EMPLOYMENT BENEFITS

Implementation of GASB Statements

The Government Accounting Standards Board (“GASB”) has issued Statements No. 43 (“GASB 43”), Financial Reporting for Post Employment Benefit Plans Other Than Pension Plans (“OPEBs”), and

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No. 45 (“GASB 45”), Accounting and Financial Reporting by Employers for Post Employment Benefits Other Than Pensions. GASB 43 was implemented by the City for fiscal year ending December 31, 2006 and GASB 45 was implemented by the City for fiscal year ending December 31, 2007.

GASB 45 requires the accounting for the annual cost of OPEB and the related outstanding liability using an actuarial approach similar to pensions. The City implemented prospectively (zero net obligation at transition).

Plan Description

The City provides certain postemployment health care benefits to eligible retirees and their dependents in accordance with provisions established in Chapter 23 of the Omaha Municipal Code. The plan is a single-employer defined benefit health care plan administered by the City. The plan does not issue separate financial statements.

Funding Policy

The contribution requirements of plan members and the City are established through labor negotiations, with the Omaha Police Union Local No. 101 (the “Police Union”), the Professional Firefighters Association of Omaha Local No. 385 (the “Firefighters Union”), the Omaha City Employees Local No. 251, and other classified civilian and sworn employees. All agreements are approved and can be amended by the Omaha City Council. Contributions are made to the plan based on a pay-as-you-go basis and the City self-insures this benefit. For the year ended December 31, 2009, the City paid $18,676,059 for 1,209 retirees. Retiree contribution rates vary from 0% to 5% of an annual estimated premium depending on the bargaining group date of retirement. Retiree contributions for 2009 were $410,529.

Annual OPEB Cost and Net OPEB Obligation

The City’s annual OPEB expense is calculated based on the annual required contribution of the employer (“ARC”), an amount actuarially determined in accordance with the parameters of GASB 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 not to exceed 30 years. The City’s annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for 2009 are as follows (unaudited):

Percentage of Annual OPEB annual OPEB Net OPEB cost contributed Fiscal year ended: December 31, 2009 $ 37,662,913 48% $ 57,410,335 Fiscal year ended: December 31, 2008 $37,600,000 41.0% $38,012,952

The following tables (unaudited) show (1) 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 and (2) the funded status of the plan:

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(1) Annual required contribution $37,662,913 Contributions made (18,265,530) Increase in OPEB obligation 19,397,383 Net OPEB obligation — beginning of year 38,012,952 Net OPEB obligation — end of year $57,410,335

(2) The funded status of the plan as of March 1, 2008 is as follows: Actuarial accrued liability (AAL) $388,500,000 Actuarial value of plan assets – Unfunded actuarial accrued liability (UAAL) $388,500,000 Funded ratio –% Covered payroll $155,900,000 UAAL as a percentage of covered payroll 249% Source: Finance Department, City of Omaha.

Actuarial Methods and Assumptions

Actuarial valuations on an ongoing plan involve estimates of the value-reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the health care 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 following Schedule of Funding Progress presents multiyear trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits.

CITY OF OMAHA, NEBRASKA

Schedule of Funding Progress (unaudited) Year ended December 31, 2009 Post-Retirement Obligations Schedule of Funding Progress and Trend Information (Dollar amounts in millions)

UAL as a Actuarial Unfunded percentage Actuarial value of Actuarial AL Funded Covered of covered valuation date assets liability (AL) (UAL) ratio payroll payroll (a) (b) (b-a) (a/b) (c) ((b-a)/(c) March 1, 2006 $ - $307,500,000 $307,500,000 -% $153,600,000 200% March 1, 2008 $ - 388,500,000 388,500,000 -% 155,900,000 249%

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Schedule of Employer Contributions

Annual Total Percentage of required employer ARC contribution contribution contribution Fiscal year ending (a) (b) (b/c) December 31, 2007 $28,600,000 $12,707,723 44.4% December 31, 2008 37,600,000 15,892,277 40.7% December 31, 2009 37,662,913 18,265,530 48.5%

Source: Finance Department, City of Omaha.

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 benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and plan member to that point. The actuarial methods 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. In the March 1, 2008 actuarial valuation, the unit credit actuarial cost method was used. The actuarial assumptions included a 4% projected investment rate of return and an annual health care cost trend of 7.88% initially, reduced by decrements to an ultimate rate of 5% after five years. Both rates include a 3.25% inflation assumption. The amortization of the unfunded actuarial accrued liability is calculated assuming 30 annual payments increasing at 4% per year. The actuarial study was prepared by Milliman Consultants and Actuaries for the period ending March 1, 2008. Pursuant to the applicable accounting standards, the City must prepare an actuarial study every two years.

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APPENDIX B—CITY OF OMAHA FINANCIAL INFORMATION

PART TWO

Independent Auditors’ Comprehensive Annual Financial Report (December 31, 2009)

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CITY OF OMAHA, NEBRASKA Comprehensive Annual Financial Report

Fiscal Year Ended December 31, 2009

Prepared by: Finance Department

[THIS PAGE LEFT BLANK INTENTIONALLY] Office of the Mayor 1819 Farnam Street, Suite 300 Omaha, Nebtaska 68183-0300 (402) 444-5000 FAX: (402) 444-6059 City of Omaha Jim Suttle, Mayor

Dear Citizens and Public Officials:

With this letter I am submitting the City of Omaha’s Comprehensive Annual Financial Report for the fiscal year that ended December 31, 2009.

This report is a key aspect of the policy of my administration for full accountability in the use of public resources. It provides a complete and accurate picture of Omaha’s financial status and fulfills ongoing disclosure responsibilities in accordance with governmental reporting standards.

Compilation of this report involved a tremendous time commitment from City Finance Department employees. I extend my sincere thanks to them for their work and dedication as well as to all of our City departments for their cooperation and assistance in the preparation of this document.

Sincerely,

Jim Suttle Mayorof Omaha This page intentionally left blank CITY OF OMAHA, NEBRASKA Comprehensive Annual Financial Report December 31, 2009

Mayor

Jim Suit/c

City Council

Pete Festersen District #1 Ben Gray District #2 C/iris Jerram District #3 Ga,i Gernandi District #4 Jean Stothert District #5 Franklin Thompson District #6 Thomas Mulligan District #7

City Officials

Buster Brown City Clerk Pam Spaccarotella Finance Director Michael McDonnell Fire Chief Richard 0’ Gara Human Resources Director Tom MarfIsi Human Rights and Relation Director Paul Kratz City Attorney Gary Wasdin Library Director Melinda Pearson Parks, Recreation & Public Property Rick Cunningham Planning Director Alex Hayes Police Chief Robert Stubbe Public Works Director This page intentionally left blank CITY OF OMAHA, NEBRASKA

Table of Contents

Page(s)

Introductory Section: Organization Chart Letter of Transmittal 2—6

Financial Section:

Independent Auditors’ Report 7 —8 Management’s Discussion and Analysis (Unaudited) 9 — 20

Basic Financial Statements: Governmentwide Financial Statements: Statement of Net Assets 21 Statement of Activities 22

Fund Financial Statements: Governmental Funds: Balance Sheet 23 Statement of Revenues, Expenditures, and Changes in Fund Balances 24 Reconciliation of the Change in Fund Balances of Governmental Funds to the Statement of Activities 25

Proprietary Funds: Statement of Fund Net Assets 26 Statement of Revenues, Expenses, and Changes in Fund Net Assets 27 Statement of Cash Flows 28

Fiduciary Funds: Statement of Fiduciary Net Assets 29 Statement of Changes in Fiduciary Net Assets 30

Notes to Basic Financial Statements 31 — 90

Required Supplementary Information (LJnaudited):

Budgetary Comparison Schedule — General Fund 91 Notes to Budgetary Comparison Schedule 92 — 93 Schedules of Funding Progress and Employer Contributions 94 — 95 CITY OF OMAHA, NEBRASKA

Table of Contents

Page(s) Supplemental Information:

Combining Balance Sheet — Nonmajor Governmental Funds 96 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances — Nonmajor Governmental Funds 97 Nonmajor Governmental Funds — Special Revenue Funds: Combining Balance Sheet— Nonmajor Special Revenue Funds 101 — 104 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances — Nonmajor Special Revenue Funds 105 —108 Budgetary Comparison Schedule — Judgment Fund 109 Budgetary Comparison Schedule — Contingent Liability Reserve Fund 110 Budgetary Comparison Schedule — Cash Reserve Fund 111 Budgetary Comparison Schedule — Library Fine and Fees Fund 112 Budgetary Comparison Schedule — Douglas County Library Supplement Fund 113 Budgetary Comparison Schedule — Keno/Lottery Proceeds Fund 114 Budgetary Comparison Schedule — SID Administrative Fees Revenue Fund 115 Budgetary Comparison Schedule — Storm Water Fee Revenue Fund 116 Budgetary Comparison Schedule — City Street Maintenance Fund 117 Budgetary Comparison Schedule — Street and Highway Allocation Fund 118 Budgetary Comparison Schedule — Community Park Development Fund 119 Budgetary Comparison Schedule — State Turn Back Revenue Fund 120 Budgetary Comparison Schedule — Keno/Lottery Reserve Fund 121 Budgetary Comparison Schedule — Greater Omaha Convention and Visitors Bureau Fund 122 Budgetary Comparison Schedule — Interceptor Sewer Construction Fund 123 Budgetary Comparison Schedule — Household Chemical Disposal Fund 124 Nonmajor Governmental Funds — Debt Service Funds: Balance Sheet — Nonmajor Debt Service Fund 126 Statement of Revenues, Expenditures, and Changes in Fund Balances — Nonmajor Debt Service Fund 127 Budgetary Comparison Schedule — Debt Service Funds 128 Budgetary Comparison Schedule — Riverfront Redevelopment Special Tax Fund 129 Nonmajor Governmental Funds — Capital Project Funds: Combining Balance Sheet— Nonmajor Capital Project Funds 133 —135 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances — Nonmajor Capital Project Funds 136 —138 Budgetary Comparison Schedule — Advanced Acquisition Fund 139 Budgetary Comparison Schedule — City Capital Improvement Fund 140 Budgetary Comparison Schedule —2006 Environmental Bond Fund 141 Budgetary Comparison Schedule —2006 Transportation Bond Fund 142 Budgetary Comparison Schedule — 2006 Public Safety Bond Fund 143 Budgetary Comparison Schedule — 2006 Public Facilities Bond Fund 144 CITY OF OMAHA, NEBRASKA

Table of Contents

Page(s)

Budgetary Comparison Schedule — 2006 Parks and Recreation Bond Fund 145 Budgetary Comparison Schedule — Downtown Stadium and Companion Projects Fund 146 Budgetary Comparison Schedule — Stadium Expansion/Improvement Fund 147 Budgetary Comparison Schedule — Library Facilities Capital Fund 148 Budgetary Comparison Schedule — Special Assessment Funds 149 Nonmajor Governmental Funds — Permanent Funds: Combining Balance Sheet — Nonmajor Permanent Funds 151 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances — Nonmajor Permanent Funds 152 Budgetary Comparison Schedule — Western Heritage Permanent Fund 153 Nonmajor Enterprise Funds: Combining Statement of Net Assets — Nonmajor Enterprise Funds 155 Combining Statement of Revenues, Expenses, and Changes in Net Assets — Nonmajor Enterprise Funds 156 Combining Statement of Cash Flows — Nonmajor Enterprise Funds 157 Pension Trust Funds: Combining Statement of Fiduciary Net Assets — Pension Trust Funds 159 Combining Statement of Changes in Fiduciary Net Assets — Pension Trust Funds 160 Agency Funds: Combining Statement of Fiduciary Assets and Liabilities —Agency Funds 163— 164

Statistical Section (Unaudited): Net Assets by Component 166 Changes in Net Assets 167 — 168 Fund Balances of Governmental Funds 169 Changes in Fund Balances of Governmental Funds 170 Tax Revenues by Source 171 Assessed Value and Estimated Actual Value of Taxable Property 172 Direct and Overlapping Governments 173 Principal Property Tax Payers 174 Property Tax Levies and Collections 175 City Taxable Sales 176 Direct and Overlapping Governments 177 Ratios of Outstanding Debt by Type 178 Ratios of General Obligation Debt Outstanding 179 Direct and Overlapping Governmental Activities Debt 180 Legal Debt Margin Information 181 Pledged Revenue Coverage 182 — 183 Demographic and Economic Statistics 184 Principal Employers 185 CITY OF OMAHA, NEBRASKA

Table of Contents

Page(s)

Full-Time Equivalent City Government Employees by Function/Program 186 Operating Indicators by Function/Program 187 Capital Asset Statistics by Function/Program 188 C

— C This page intentionally left blank CITY OF OMAHA, NEBRASKA Organizational Chart

Executive and Legislative

Parks, Recreation and Public Property This page intentionally left blank Finance Department Omaha/Douglas CivicCenter 1819 Farnani Street, Suite 1004 Omaha. Nebraska 68183-1004 (402) 444-5416 Telefax (402) 546-1150 Pam Spaccarotella City of Omaha Director Jim Suttle, Mayor Mien R. Herink City Comptroller

July 15,2010

To the Honorable Mayor, Members of the City Council, and Citizens of the City of Omaha

State law requires thai all general-purpose local governments publish within six months of the close of each fiscal year a complete set of financial statements presented in conformity with generally accepted accounting principles (GAAP) and audited in accordance with generally accepted auditing standards by a firm of licensed certified public accountants. Pursuant to that requirement, we hereby issue the comprehensive annual financial report of the City of Omaha for the fiscal year ended December 31, 2009.

This report consists of management’s representations concerning the finances of the City of Omaha. Consequently, management assumes full responsibility for the completeness and reliability of all of the information presented in this report. To provide a reasonable basis for making these representations, management of the City of Omaha has established a comprehensive internal control framework that is designed both to protect the government’s assets from loss, theft, or misuse and to compile sufficient reliable information for the preparation of the City of Omaha’s fmancial statements in conformity with GAAP. Because the cost of internal controls should not outweigh their benefits, the City of Omaha’s comprehensive framework of internal controls has been designed to provide reasonable rather than absolute assurance that the financial statements will be free from material misstatement. As management, we assert that, to the best of our knowledge and belief this financial report is complete and reliable in all material respects.

The City of Omaha’s fmancial statements have been audited by KPMG, a firm of licensed certified public accountants. The goal of the independent audit was to provide reasonable assurance that the financial statements of the City of Omaha for the fiscal year ended December 31, 2009, are free of material misstatement. The independent audit involved examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; assessing the accounting principles used and significant estimates made by management; and evaluating the overall financial statement presentation. The independent auditor concluded, based upon the audit, that there was a reasonable basis for rendering an unqualified opinion that the City of Omaha’s financial statements for the fiscal year ended December 31, 2009, are fairly presented in conformity with GAAP. The independent auditor’s report is presented as the first component of the financial section of this report. The independent audit of the financial statements of the City of Omaha was part of a broader, federally mandated “Single Audit” designed to meet the special needs of federal grantor agencies. The standards governing Single Audit engagements require the independent auditor to report not only on the fair presentation of the financial statements, but also on the audited government’s internal controls and compliance with legal requirements, with special emphasis on internal controls and legal requirements involving the administration of federal awards. These reports are available in the City of Omaha’s separately issued Single Audit Report.

GAAP require that management provide a narrative introduction, overview, and analysis to accompany the basic financial statements in the form of Management’s Discussion and Analysis (MD&A). This letter of transmittal is designed to complement MD&A and should be read in conjunction with it. The City of Omaha’s MD&A can be found immediately following the report of the independent auditors.

Profile of the Government

The City of Omaha, incorporated in 1857, is located in the eastern part of the state of Nebraska, is the 4O largest city in the nation. The City of Omaha currently occupies a land area of 128.73 square miles and serves a population of 454,731. The Omaha metro area has seen steady upward growth over the past five decades and growth of 9.4% between 2000 and 2009. The City of Omaha is empowered to levy a property tax on both real and personal properties located within its boundaries. It also is empowered by state statute to extend its corporate limits by annexation, which occurs periodically when deemed appropriate by the governing council.

The City of Omaha has operated under the Mayor-Council form of government. The Mayor and seven-member City Council are both elected to four-year terms. The executive and administrative powers of the City are vested in the Mayor, who is popularly elected on a non partisan basis. Agreements with Douglas County provide for the sharing of library, information technology, parks, purchasing, printing, mail and 911 services between city and county residents. The City of Omaha provides a full range of services, including police and fire protection; the construction and maintenance of highways, streets, and other infrastructure; and recreational activities and cultural events. The City of Omaha is financially accountable for the Metropolitan Entertainment and Convention Authority (MECA). MECA a separate nonprofit corporation that is responsible for the operation of the Omaha Convention Center /Arena. Additional information regarding MECA can be found in Note 1(a)in the notes to financial statements.

The annual budget serves as the foundation for the City of Omaha’s financial planning and control. All agencies of the City of Omaha are required to submit requests for appropriation to the Finance Director during April of each year. The Finance Director uses these requests as the starting point for developing a proposed budget. The Finance Director then provides the Mayor with a proposed budget, who then reviews all estimates, expenditures and capital improvements, making revisions where necessary. Not later than 30 days before the tax levy certification date, the Mayor then submits the proposed budget to the City Council for consideration, at which time the budget becomes a public record and open to inspection. The City Council is required to hold public hearings on the proposed budget and to adopt a final budget no later than the day prior to the tax levy certification date. The appropriated budget is prepared by fund and department (e.g. police). The Mayor may at any time transfer an unencumbered appropriation balance or portion thereof between appropriations of the same division. Transfers of appropriations between divisions within the same department, however, require the special approval of the council. Budget-to-actual comparisons are provided in this report for each individual governmental fund for which an appropriated annual budget has been adopted. For the general fund, this comparison is presented on page 91 as part of the required supplemental information. For governmental funds, other than general fund, with appropriated annual budgets, this comparison is presented in the governmental fund subsection of this report, which starts on page 96.

Factors Affecting Financial Condition

The information presented in the financial statements is perhaps best understood when it is considered from the broader perspective of the specific environment within which the City of Omaha operates.

Local economy. The City of Omaha currently enjoys a favorable economic environment and local indicators point to continued stability. Unemployment in the City of Omaha in 2009 was 4.9%, well below the national average. The City has a high concentration of its employment in trade, transportation and utilities, professional and business services, and education and healthcare services. The City has a relatively small amount of total employment in manufacturing and government. Over the past decade Omaha has experienced solid growth, despite two recessions at the national level. The Greater Omaha area added 17,500 jobs from 2000 to 2009, a nearly 4% increase. The City is the corporate headquarters for such Fortune 500 companies as Berkshire Hathaway, Union Pacific, ConAgra Foods, Peter Kiewit, Mutual of Omaha,

The region (which includes the City of Omaha and the surrounding unincorporated area within the same county) has a population of approximately 849,517, which is anticipated to grow at a similar rate percent of the City of Omaha each year for the next several years. The government’s central business district is expected to maintain its current occupancy rate with a variety of stores, specialty shops, and commercial businesses. Meanwhile, there continues to be a discernible trend toward steady residential growth.

Long-term financial planning. The City has a steady capital improvement plan that provides for reinvesting in City streets, public facilities, public safety, libraries, parks, and infrastructure over the next five years.

Omaha Hilton Expansion In 2010, the City announced plans to expand its existing hotel, currently at 450 rooms, and adding an additional 150 rooms. Revenue bonds in the amount of approximately $37 million will be issued to fund this expansion. The expansion will include 150 new rooms, a 100 space parking structure, a junior ballroom and renovation of existing rooms. Construction will be completed in early 2012.

Ballpark Construction work continues on a new 25,000 seat City of Omaha Baseball Stadium adjacent to the Omaha Convention Center / Arena. Construction began in 2009 and the stadium will be completed in early 2011. The City of Omaha and the National Collegiate Athletic Association (NCAA) have entered into a 26 year agreement whereby the NCAA commits to continue to hold the NCAA Division I Mens College World Series in Omaha. It is anticipated that the entire cost of the Project will be $130 million. Completion lease purchase bonds were issued in May of 2010.

Combined Sewer Overflow (CSO) Like hundreds of communities across the nation, City of Omaha is addressing its CSO problem by implementing a CSO Long Term Control Plan. CSOs occur when untreated wastewater and stormwater commingle in a single pipe and spill untreated into Omaha’s rivers and creeks. The total cost of the program, which the City anticipates will extend over approximately 15 years, is estimated $1.66 billion in 2009 dollars. Annual borrowing needs for the foreseeable will be in the $75 million to $150 million range. The City has increased and is increasing its rates and charges for the system on an annual basis for each the fiscal years 2010 and 2014, inclusive, primarily for the propose of paying for the cost of the program.

Cash management policies and practices. Cash temporarily idle during the year was invested in certificates of deposit, obligations of the U.S. Treasury, commercial paper, corporate bonds, repurchase agreements, and money market funds. The maturities of the investments range from 30 days to 5 years, with an average maturity of 20 months. The average yield on the government agencies was 2% and I% for money markets and certificates of deposit. The rate of return for the City of Omaha Employees Retirement System was 12.99%. The City of Omaha Police and Fire Retirement System had a rate of return of 16.16%. The higher rate of return for the pension trust is attributable to the long-term character of most of is investment holdings. Investment income includes appreciation in the fair value of investments. Increases in fair value during the current year, however, do not necessarily represent trends that will continue; nor is it always possible to realize such amounts, especially in the case of temporary changes in the fair value of investments that the government intends to hold to maturity.

Pension and other postemployment benefits. The City of Omaha sponsors two single employer defined benefits pension plans: The City of Omaha Employees’ Retirement System (the Civilian Plan) and the City of Omaha Police and Firefighters Retirement System (the Uniform Plan).

The Civilian Plan All City employees except the following are covered by the plan: firefighters; police; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. Complete actuarial valuations are performed every year, the last being January 1. 2009. As of December 3 I, 2009 funding for the plan was 53% of the present value of the projected benefits earned by employees. As a result of labor negations with the various civilian bargaining groups and the City, contribution rates for both the employees and the City are schedule to increase annually from a combined total of 17.85% in 2010 to 2 1.85% in 2012. The City and bargaining groups are having on going discussions to find solutions that properly fund the plan.

The Sworn Plan The Uniformed Plan covers all eligible probationary and regular sworn personnel of the Police and Fire Departments of the City. Complete actuarial valuations are performed every year, the last being January 1, 2009. As of December 31, 2009 funding for the plan was 39.5% of the present value of the projected benefits earned by employees. The City, the Omaha Police Union and the OmahaAssociation of Firefighters Union have been negotiating since their contract expiration in 2008.

OtherPost RetirementBenefits(OPEB) The City of Omaha also pawides postretirenienthealth for retirees and their dependents. As of the end of the current fiscialyear, there were 1,209 retired employees receiving these benefits, whichare financedon a pay-as-yoi-gobasis. The City self-insuresthis benefit. As of the end of the currentfiscal year the Net OPEB Obligationwas $57.4 million.In 2010 the City passed on ordinance increasing retiree health insurance emiums. fl arurual savings to the City is estimatedat $6 million. This increasedpremiumwhen factored into the next OPEB calculation should substantially reduce the net OPEB obligation.

Additional information on the City of Omaha’s pension arrangements and postemployment benefits can be found in Notes 9 & 12 in the notes to the financial statements.

Awards and Acknowledgements

The City of Omaha has submitted this document to the Government Finance Officers Association(GFOA)for its Certificateof Achievementfor Excellencein FinaricmalReporting.

A Certificateof AcJiievemcntis valid for a period of one year only. We believethat our current CAFRmeetsthe Certificateof AchievementProgram’srequirements.

In addition,the governmentalso receivedthe GFOA’s DistinguishedBudgetPresarrtatlonAward for its annual budget decanient.ed dated Decber 31, 2010.. In oder to qualify for the DistinguishedBudgetPresentationAward, the govcrmiisnt’sbudget document wasjudged to be proficient in several categedar, including as a policy docmaent a .finácial plan, an operations guide,and a cornmwilcatiorsdevice.

Thepreparationof this request would ot have been possiblewithoittthe efficientand dedicated services of the errtrrestaff of the finance and admimatrationdepartment Wø would like to expressur appreciationto all members of the departmentwho assisted and contributedto the preparationof thisreport. Creditalsomustbe givento the mayorend the Citycouncilfor their imiling sqiport far :mth ala’ the higheststendardsof prossionaflam in the managementof thefty ofOniah&sfinances. Rpeethdiybudfte sp This page intentionally left blank —

— rJ) This page intentionally left blank KPMG LLP Suite 1501 222 South 15th Street Omaha, NE 68102-1610

Suite 1600 233 South 13th Street Lincoln, NE 68508-2041

Independent Auditors’ Report

The Honorable Mayor and Members of the City Council City of Omaha, Nebraska:

We have audited the accompanying financial statements of the governmental activities, the business-type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the City of Omaha, Nebraska (the City) as of and for the year ended December 31, 2009, which collectively comprise the City’s basic financial statements as listed in the table of contents. These financial statements are the responsibility of the City’s management. Our responsibility is to express opinions on these financial statements based on our audit. We did not audit the financial statements of Metropolitan Entertainment and Convention Authority (MECA), which represent 100% of the total assets and revenues of the discretely presented component unit. Those financial statements were audited by other auditors whose report thereon has been furnished to us, and our opinion, insofar as it relates to the amounts included for MECA, is based solely on the report of the other auditor.

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 of material misstatement. The financial statements of MECA were not audited in accordance with Government Auditing Standards. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the report of other auditors provide a reasonable basis for our opinions.

In our opinion, based on our audit and the report of other auditor, 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 discretely presented component unit, each major fund, and the aggregate remaining fund information of the City of Omaha, Nebraska as of December 31, 2009, and the respective changes in financial position and where applicable, cash flows thereof for the year then ended, in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report dated July 15, 2010 on our consideration of the City’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 the internal control over

KPMG LU’ is a Delaware l,ited liability partnership, the US. member hrm of KPMG International Cooperative (KPMG International), a Srsss entity, financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit.

The management’s discussion and analysis on pages 9 — 20, the budgetary comparison schedule — General Fund on page 91, notes to budgetary comparison schedule on page 92 — 93, and schedules of funding progress and employer contributions on pages 94 — 95 are not a required part of the basic financial statements, but are supplementary information required by U.S. generally accepted accounting principles. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the required supplementary information. However, we did not audit the information and express no opinion on it.

Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City’s basic financial statements. The supplemental information statements and schedules listed in the accompanying table of contents are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements taken as a whole, The introductory and statistical sections have not been subjected to the auditing procedures applied by us in the audit of the basic financial statements, and accordingly, we express no opinion on them. Lr’

Omaha, Nebraska July 15, 2010

8 CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis Year ended December 31, 2009 (Unaudited)

The discussion and analysis of the City of Omaha’s (the City) financial performance provides an overall review of the City’s financial activities for the fiscal year ended December 3 1, 2009. The intent of this discussion and analysis is to look at the City’s financial performance as a whole. Readers should also review the basic financial statements to enhance their understanding of the City’s financial performance.

Financial Highlights for Fiscal Year 2009

• The assets of the City, on a governmentwide basis excluding component units, exceeded its liabilities at the close of fiscal year 2009 by $555.1 million (net assets). Of this amount, $0.7 million is unrestricted, while $537.9 million is invested in capital assets, net of related debt and $8.2 million is restricted for specific purposes. • The City’s total net assets decreased by $19.3 million from the prior year. Of this amount, $18.0 million was a decrease in governmental activities and $1.3 million was a decrease in business-type activities. The decrease in net assets related to governmental activities is primarily attributable to current year increases for net pension and postretirement benefits obligations in the amount of $51.9 million. The decrease in business-type activities is primarily attributable to the loss by the Convention Center Hotel in the amount of $3.1 million. This was offset by an increase of net assets by the Sewer Fund in the amount of $2.8 million.

• As of December 3 1. 2009, the City’s governmental funds reported combined ending fund balances of $1 13.1 million, an increase of $35.6 million in comparison with the prior year. Issued but unspent bond proceeds primarily account for this increase. Nonmajor capital funds accounted for $50.6 million increase. This increase was offset by decreases in General Fund balance of $3.6 million, the major Debt Service Fund of $5.5 million, and the nonmajor special revenue funds of $4.7 million. Of the combined governmental funds ending fund balances, approximately 57%, or $65.0 million, is unreserved. • The general fund, on a current fiscal resources basis, reported a shortfall of revenues over expenditures, lapsed encumbrances, and transfers of $3.9 million. Revenues above budget in the amount of $9.5 million and expenditures over budget, lapsed encumbrances, a shortfall in the initial credit and year-end transfers in the amount of$l 1.4 million account for a 2010 year-end carryover reserve of $1.9 million. • At the end of the current fiscal year, the unreserved fund balance for the general fund was $24.2 million, or 8.8% of general fund expenditures. • As of December 31, 2009, the City’s general obligation bond rating from Standard & Poor’s was AAA and Moody’s Investor Service rated the City’s bonds AAI. Subsequently in 2010 due to Moody’s recalibration of their rating scales, the City’s bonds are rated Aaa.

Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the City’s basic financial statements. The City’s basic financial statements comprise three components: (I) governmentwide financial statements, (2) fund financial statements, and (3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves.

9 (Continued) CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis

Year ended December 3 1. 2009 (Unaudited)

The basic financial statements include two kinds of statements that present different views of the City:

• The first two statements are governmentwide 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 parts of the City’s government, reporting the City’s operations in more detail than the governmentwide statements.

— Governmental fund statements tell how general government services such as public safety were financed in the short term, as well as what amounts remain for future spending.

— Proprietary fund statements offer short-term and long-term financial information about the activities the government operates similar to a business, such as the City’s sewage treatment plants or convention center hotel.

— Fiduciary fund statements provide information about financial relationships in which the City acts solely as a trustee or agent for the benefit of others, to whom the pertaining resources belong.

The financial statements also include notes that explain some of the information in the financial statements and provide more detailed data. The statements are followed by a section of required supplementary information that further explains and supports the information in the financial statements. Governmentwide Financial Statements The governmentwide financial statements are designed to provide readers with a broad overview of the City’s finances, using accounting methods similar to those used by private sector companies. The statement of net assets and the statement of activities, which are the governrnentwide statements, include the City’s assets and liabilities using the accrual basis of accounting, which is similar to the accounting used by most private sector companies. All changes in net assets are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unused vacation leave).

These two governmentwide statements report the City’s net assets and how they have changed. Net assets — the difference between the City’s assets and liabilities — is one way of measuring the City’s financial health or financial position. Over time, increases or decreases in the City’s net assets are an indicator of whether its financial health is improving or deteriorating. Other nonfinancial factors, such as changes in the City’s property tax base and the condition of the City’s roads and other infrastructure, may need to be considered to assess the overall health of the City.

In the statement of net assets and the statement of activities, the City is divided into three categories:

Governmental Activities — Most of the City’s basic services are included here, such as the police, fire, public works, parks and recreation, and general administration departments. Taxes and intergovernmental revenues principally support these functions.

10 (Continued) CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis Year ended December 31, 2009 (Unaudited)

Business-Type Activities — The City charges fees to customers in order to cover the costs of certain services it provides. The City’s sewer system, air quality control enforcement, compost operation, marina, golf courses, tennis operation, parking facilities, printing services, river plaza facility, citywide sports, and hotel are included here.

Component Unit — The City includes one separate legal entity in its report, the Metropolitan Entertainment and Convention Authority. Although legally separate, this “component unit” is important because the City is financially accountable for it and provides debt service funding for the arena and convention center (see note 1).

The governmentwide financial statements can be found on pages 21 and 22 of this report. Fund Financial Statements

The fund financial statements provide more detailed information about the City’s most significant funds — not the City as a whole. Funds are accounting mechanisms that the City uses to keep track of specific sources of funding and spending for particular purposes. The City Charter, state law, and bond covenants require some funds. The City Council or Administration establishes other funds to control and manage money for particular purposes or to show that the City is properly using certain taxes and grants.

The City has three kinds of funds:

Governmental Funds — Most of the City’s basic services are included in governmental funds, which focus on (1) the flow in and out of cash and other financial assets that can readily be converted to cash and (2) the balances remaining at year-end that are available for spending. These funds are reported using the modified accrual accounting basis and a current financial resources measurement focus. Consequently, the governmental fund statements provide a detailed short-term view that helps the reader determine whether there are more or fewer financial resources that can be spent in the near future to finance the City’s programs. The relationship between governmental activities (reported in the statement of net assets and the statement of activities) and governmental funds is described in a reconciliation that follows the governmental fund financial statements.

The City maintains 86 governmental funds. Information is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures, and changes in fund balances for the general fund and debt service fund, which are considered to be major funds. Data from the other governmental funds are combined into a single, aggregated presentation.

The City adopts an annual budget for the general fund, as required by the City Charter. A budgetary comparison statement is presented for the general fund using the City’s budgetary basis of accounting. This statement reflects the following: (a) the original budget, (b) the final budget as amended, (c) actual results, and (d) the variance between the final budget and actual results. Because the budgetary basis of accounting differs from the modified accrual basis used in the funds statements, a reconciliation is provided at the end of the statement.

The governmental fund financial statements can be found on pages 23 through 25 of this report.

Proprietary Funds — Services for which the City charges customers a fee are generally reported in proprietary funds. Proprietary funds, such as the governmentwide statements, provide both short- arid long-term financial information. The City maintains 13 enterprise funds, which are a type of proprietary fund. Enterprise funds are

11 (Continued) CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis Year ended December 31, 2009 (Unaudited)

used to report the same functions presented as business-type activities in the governmentwide financial statements. The Cityuses enterprise funds to account for its sewer system, air quality control enforcement, compost operation, marina dredge operations, golf concessions, golf courses, tennis operation, river plaza facility, parking facilities, printing services, citywide sports, and hotel.

The proprietary fund financial statements can be found on pages 26 through 28 of this report.

Fiduciary Funds — The City is the trustee, or fiduciary, for certain donated funds. It is also responsible for other assets that, because of a trust arrangement, can be used only for the trust beneficiaries. The City is responsible for ensuring that the assets reported in these funds are used for their intended purpose. These activities are reported in a separate statement of fiduciary net assets. The City excludes this activity from its governmentwide financial statements because the City cannot use these assets to finance its operations. The accounting used for fiduciary funds is much like that used for proprietary funds.

The fiduciary fund financial statements can be found on pages 29 and 30 of this report.

Notes to the Basic Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the governmentwide and fund financial statements. The notes to the basic financial statements can be found on pages 31 through 89 of this report. Other Information

In addition to the basic financial statements and accompanying notes, this report also presents certain required supplementary information concerning the City’s 2009 budget information and the City’s progress in funding its obligation in both pension and other postemployment benefits. Required supplementary information can be found on pages 90 through 94 of this report.

City Governmentwide Financial Analysis As noted earlier, net assets (assets over liabilities) may serve over time as a useful indicator of a government’s financial position. In the case of the City, assets exceeded liabilities by $555.1 million at the close of fiscal year 2009. By far, the largest portion of the City’s net assets (96%) reflects its investment in capital assets (e.g., land, building, equipment, and infrastructure), less accumulated depreciation, and less any related outstanding debt used to acquire those assets. The City uses these assets to provide services to its citizens, and consequently, these assets are not available for future spending. The resources needed to repay the debt related to these capital assets must be provided from other sources.

12 (Continued) ______

CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis Year ended December 31, 2009 (Unaudited)

The following table reflects the condensed summary of net assets (in millions):

City of Omaha

Summary of Net Assets

Governmental Business-type Total primary activities - activities__- - government - 2009 21111$ 2009 200$ 2009 200$

Current and other assets $ 307 267 69 61 376 328 Capital assets 1,044 1,005 501 484 1,545 1,489

Total assets $ 1,351 1.272 570 545 1,921 1,817

Current and other liabilities $ 35 41 10 10 45 51 Long-term liabilities 1,023 920 298 271 1,321 1,191 Total liabilities 1.058 961 308 281 1.366 1.242

Net assets; Invested in capital assets net of related debt 309 297 229 236 538 533 19 Restricted net assets 8 I5 4 16 Unrestricted net assets (24) (1) 25 24 23 Total net assets 293 311 262 264 555 575 Total liabilities and net assets $ 1,351 1,272 570 545 1,921 1,817

Approximately 3%, or $16 million, of the City’s net assets represent resources that are subject to external restrictions on their use. The balance of unrestricted net assets, 1% or $720,334, may be used to meet the government’s ongoing obligations to citizens and creditors. Governmental Activities Net assets of the City’s governmental activities decreased $18 million (6%) to $293 million. This deficit does not mean that the City does not have the resources available to pay its current liabilities. Rather, it is the result of having long-term commitments that are greater than current available resources. Specifically, the City did not included in past annual budgets the full amounts needed to finance future liabilities arising from worker’s compensation and healthcare claims ($5 million), Civilian employees, Policemen’s and Firemen’s net pension obligation ($34 million) and postemployment benefits ($18 million). The City will include these amounts in future years’ budgets as they become due.

Business-Type Activities The net assets of the City’s business-type activities decreased approximately $1.3 million to $262 million. The City generally can only use these net assets to finance the continuing operation of its enterprise operations. A key element of this decrease is the $3.1 million loss incurred by the Convention Center Hotel Fund.

13 (Continued) CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis Year ended December 31, 2009 (Unaudited)

The following table shows the revenue and expense of the governmental and business-type activities:

City of Omaha’s Changes in Net Assets

(in millions)

Governniental Business-type Total primary activities activities government 2009 2008 2009 2008 2009 2008 Revenues: Program revenues: Charges forservices 8 63.9 56.5 61.0 60.3 124.9 116.8 Operating granis and contributions 70.6 82.6 — — 70.6 82.6 Capital grants and contributions 27.3 30.1 5.5 4.5 32.8 34.6 General revenues. Sales and use tax (20.7 1245 — — 1207 (245 Property tax 130.0 1190 — — (30 0 1190 Other taxes 48.2 49.3 — — 48.2 49.3 Unrestricted investment earnings 1.7 4 7 0 3 1.6 2 0 6.3 Other 13 — — — 1.3 — Total revenues 463.7 466.7 66.8 66.4 530.5 533.1 Expenses: General government 100.4 95.9 — — (004 95 9 Public safety (88.6 205 8 — — 1886 205.8 Transportation services 61.1 60.7 — — 61.1 60.7 Other public services 17.6 17.4 — — 17.6 (74 Community development 27.4 25 7 — 27.4 25.7 Culture and parks 47.5 41.0 — — 47.5 41.0 Interest on long-term debt 37.4 36.5 — — 37.4 36.5 Convention Center Hotel — — 10.1 11.1 10.1 11.1 Sewage treatment — — 47.6 49.5 47.6 49.5 Other — — 12.1 12.2 12.1 12,2 Total expenses 480.0 483 0 69.8 72.8 549 8 555 8

Increase (decrease) in net assets before transfers (163) (16.3) 3 0) (6.4) (19.3) (22.7) Transfers (1.7’) (0.6) 1.7 0.6 — — Increase (decrease) in netassets (18.0) (169) (1.3) (5.8) (19.3) (22.7) Net assets at beginning of year 310.5 3274 263.9 269.7 574.4 597.1 Net assets at end ofyear $ 292.5 310.5 262.6 263.9 555.1 574.4

Governmental Activities The City’s total revenues from governmental activities were $463.7 million for the fiscal year ended December 31, 2009. The largest source of revenue ($130.0 million in 2009) for the City is property tax. Property

tax increased $1 1 million (9.2%) during 2009. The City has increased the real estate tax rate (43.387 cents per $100 of assessed value to 47.587 cents or 9.7%). Property tax valuations for 2009 increased by 2.1% when compared with 2008 valuations.

The City’s expenses for governmental activities cover a wide range of services, with 39%, or $188.7 million, for fiscal year 2009 related to public safety and 13%, or $61.1 million, for fiscal year 2009 for transportation

14 (Continued) CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis Year ended December 31, 2009 (Unaudited)

services. Overall, the expenses for governmental activities decreased by 0.6% or $3.1 million in 2009, which can he largely, attributed to a $17.2 million decrease in public safety expenses. This decrease was somewhat offset by an $1 1 million increase in general government and culture and parks.

Business-Type Activities Net assets of the City’s business-type activities decreased by $1.3 million. The change of net assets by the major enterprise funds and the other nonmajor enterprise funds is presented as follows: Fund Amount (In millions)

Convention Center Hotel $ (3.1) Parking facilities Sewer revenue 2.8 Other nonmajor enterprise funds 1.0

The convention center hotel fund began operations in April 2004. The City believes that future operations of the Hotel will eliminate this deficit. Annual appropriations from the City will subsidize any debt service shortfall.

The parking facilities fund was established as a tool to manage the City’s eight parking structures and various surface lots throughout the City. Lease purchase debt has been issued to finance the construction of the parking structures.

In May 2009, the City Council enacted an ordinance increasing sewer use fees by 9% annually beginning in 2010 through 2014. The action will eliminate future deficits and provide funding for the sewer system’s capital improvements.

The City’s enterprise operations are reviewed on an ongoing basis. Revenues and expenses are adjusted as necessary to maintain an adequate amount of working capital. Annual appropriations may also be used to subsidize these funds. The City has decided to account for these activities by the use of enterprise accounting to better identify the cost of the services and for better management control.

Financial Analysis of the Government’s Funds As noted earlier, the City uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Governmental Funds The focus of the City’s governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the City’s financing requirements. In particular, unreserved fund balances may serve as a useful measure of a government’s net resources available for spending at the end of the fiscal year, except where prohibited by the City Charter. For the fiscal year ended December 31, 2009, the governmental funds reported combined ending fund balances of $113.1 million, a increase of $35.6 million in comparison with the prior year. Unspent bond proceeds account for an increase in

15 (Continued) CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis Year ended December 31, 2009 (Unaudited)

fund balance in capital project funds of $50.6 million and this was offset by a fund balance decrease in the General and in the major Debt Service Fund in the aggregate amount of $9.1 million.

Approximately 52%, or $59.2 million of the combined fund balance constitutes unreserved fund balance, which generally is available for spending at the City’s discretion. The remainder of the fund balance is reserved to indicate that it is not available for new spending, because it has already been committed to:

• Liquidate contracts and purchase orders of the prior period ($23.1 million) • Pay debt service ($19.1 million) • Maintain street and highway system ($2.5 million) • Provide income for the purpose of maintaining the City’s coin collection and a variety of other restricted purposes ($3.4 million).

The general fund’s unreserved fund balance at December 31, 2009, not designated for a specific purpose, is $24.2 million. The General Fund is the City’s chief operating fund. As a measure of the general fund’s liquidity, it may be useful to compare both the unreserved fund balance and the total fund balance to total fund expenditures. The unreserved fund balance represents 9% of the total fund balance to total fund expenditures, whereas the total fund balance represents 11% of that same amount. The total fund balance of the general fund decreased by $3.6 million for fiscal year 2009. For budgeting purposes only, the 2008 budget surpluses of $1.9 million is available for governmental use.

The other major governmental fund is the Debt Service Fund. The Debt Service Fund has a total fund balance of $13.5 million, all of which will be used either for payment of debt service on the City’s general obligation debt or for payment of debt issuance costs. The Debt Service Fund decreased by $5.5 million for fiscal year 2009. Proprietary Funds The City’s proprietary funds provide the same type of information found in the governmentwide financial statements, but in more detail.

16 (Continued) CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis Year ended December 31, 2009 (Unaudited)

Net assets of the Convention Center Hotel Fund, Parking Facilities Fund, Sewer Revenue Fund, and other enterprise funds amounted to ($28.4) million, ($5.8) million, $293.8 million, and $2.9 million, respectively, at December 3 1, 2009. Additional discussion concerning the finances of these funds has already been addressed in the discussion of the City’s business-type activities. General Fund Budgetary Highlights December 31, 2009 (In millions) Original Final budget budget Actual Revenues: Taxes $ 236.0 236.0 229.1 Intergovenirnental 9.9 9.9 10.3 Other 32.7 32.7 29.7 Total 278.6 278.6 269.1 Expenditures, lapsed encumbrances, and transfers 280.6 280.6 273.0 Changes in fund balance $ (2.0) (2.0) (3.9)

There are three types of budget transfers, each requiring a successive level of authority. First, the Mayor may, at any time, transfer an unencumbered appropriation balance or portion thereof between appropriations of the same division. Second. transfers between divisions in the same department may be authorized by resolution of the City Council. Third, transfers between departments/agencies may be authorized by ordinance of the City Council. In 2009, one transfer occurred. It appropriated funds from the wage adjustment to the Fire Department to fund compensated leave payoffs.

Significant variances between the general fund’s actual revenues and expenditures and the final amended budget are summarized as follows:

• Sales tax revenue was $6.8 million below budget. • Interest earnings was $1.6 million below budget. • Licenses and permits were $1.3 million below budget.

• Charges for services were $1.1 million above budget. • The Mayor’s Office, City Clerk, City Council Law, Human Resources, Human Rights and Relations, Police, Parks and Recreation, Library departments, Retiree Benefits, Outside Agencies and Contingency & Other collectively were $10.6 million below budget.

17 (Continued) CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis Year ended December 31. 2009 (Unaudited)

Capital Asset and Debt Administration Capital Assets The City’s investment in capital assets for its governmental and business-type activities as of December 31, 2009 is $l.5 billion (net of accumulated depreciation). This investment in capital assets includes land, buildings, improvements, machinery and equipment, streets, bridges, storm sewers, sanitary sewers, event facilities, and wastewater treatment plants. The total change in the City’s investment in capital assets for the current year was a net increase of 3.8% (an increase of 2.6% for governmental activities and an increase of 1.2% for business-type activities).

City of Omaha’s Capital Assets

(Net of accumulated depreciation)

(In millions)

Governmental Business-type activities activities Total 2009 2008 2009 2008 2009 2008

Land $ 1381 1330 52 5.2 143.3 138.2 Cultural assets 5 8 5 8 0.5 0 5 6 3 6.3 Construction in progress 59.0 19.5 76.9 45.9 135.9 65.4 Buildings 382.1 385.2 310.5 314,8 692.6 700.0 Machinery and equipment 21.3 230 3.7 4.9 25.0 279 Infrastructure 437.3 438.4 104.9 113.2 542.2 551.6

Total $ 1,043.6 1,004.9 501.7 484.5 1,545.3 1,489.4

Major capital asset events during 2009 included the following:

• Construction began on the 156111West Center Road Project: current year expenditures were $4.2 million. • Construction continued on the Harrison Street — th47 to 7111streets project; current year expenditures were $3.3 million. • Construction continued on the City’s sewer system including the Combined Sewer Overflow Program with capital outlays of $29.4 million. • Construction continued on the Saddlebrook Community Center/Library Project; current year expenditures were $0.9 million. • Construction continued on the Zorinsky Lake Waterpark: current year expenditures were $2.5 million. • Construction continued on the Americans with Disabilities Street Ramp Project; current year expenditures were $1.6 million. • Construction began on the Downtown Ballpark Project; current year expenditures were $29.1 million. • Construction continued on the City’s Public Safety Training Center; current year expenditures were $0.6 million.

18 (Continued) CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis

Year ended December 3 1, 2009 (Unaudited)

• Construction in progress citywide totaled $135.9 million. • Annual citywide depreciation expense for governmental activities totaled $39.0 million.

Additional information on the City’s capital assets can be found in note 10 to the financial statements on pages 71 through 75 of this report.

Long-Term Debt At December 31, 2009, the City had total bonded debt outstanding of $1,086.5 million (including notes payable). Of this amount, $575.8 million is general obligation debt backed by the full faith and credit of the City; $193.9 million of revenue bonds secured solely by specified revenue sources; $81.9 million of special obligation bonds backed by a variety of revenue sources, including sales tax and property tax; $47.8 million of special tax revenue bonds backed by a redevelopment property tax levy; $151.6 million of lease purchase bonds backed by annual General Fund appropriations; and $35.5 million of notes payable backed by a variety of revenue sources.

City of Omaha’s Outstanding Debt

(in millions)

Governmental Business-type activities activities Total 2009 2008 2009 2008 2009 2008

General obligation bonds $ 575.8 558 I — — 575.8 558.1 Revenue bonds 2.1 2.2 191.8 1630 193.9 165.2 Special obligation bonds 63.1 64.5 18.8 19.3 81.9 83 8 Special tax revenue bonds 47.8 44 0 — — 47 8 44 0 Lease purchase bonds 107.1 41.3 445 46.3 151.6 87.6 Notes payable 2.9 3.6 32.6 349 35 5 38.5

Total $ 798.8 713.7 287.7 263 5 1,086.5 977.2

During 2009, the City’s total debt increased by $109.3 million (11%). In 2009, the City issued $65 million of lease purchase bonds to fund construction of a new baseball stadium and also issued $29.975 million for construction of the combined sewer separation project. These two increases account for the increase in outstanding debt.

At December 31, 2009, the City maintained a AAA rating from Standard & Poor’s Corporation and a AA I rating from Moody’s Investors Service on general obligation bonds.

19 (Continued) CITY OF OMAHA, NEBRASKA Management’s Discussion and Analysis

Year ended December 3 1. 2009 (Unaudited)

Under the City’s Home Rule Charter. the total amount of general obligation indebtedness outstanding at any time shall not exceed 3.5% of the actual value of taxable real and personal property in the City. The debt margin as of December 31, 2009 is $415.3 million.

Additional information on the City’s long-term debt can be found in notes 6 and 7 to the financial statements on pages 48 through 64 of this report.

Economic Factors and Next Year’s Budgets and Rates

• The City’s projected property tax base for 2010 is $27.1 billion. This is a slight increase over 2009 of $567.8 million or 2.1%. This includes revaluations of existing properties and new growth within the City. No annexations took place in 2009. The property tax rate for 2010 increased 4.2 cents or 9.6%. • Sales tax collections for 2008 and 2009 have changed, respectively, by 2.4% and (0.2)% over each of the past two years with current net collections through June 2010 showing an increase over the same period in 2009 of 6.8%. • Overall general fund revenue collections for 2010 are projected to be $8.9 million below budget or 3.2% due primarily Sales tax receipts.

All of these factors were considered in preparing the City’s budget for the 2010 fiscal year.

During 2009, the unreserved fund balance in the general fund was $24.2 million. The City appropriated $1.9 million of this amount for spending in the 2010 fiscal year budget. This amount represents the 2008 budget balance carried forward. In 2009. the General Fund produced no budget surplus, therefore, no budget balance will be carried forwarded and budgeted to spend in 2011. The City Charter requires that the general fund budget balance, as of the close of any particular fiscal year, shall be applied as general fund revenue in the budget for the fiscal year two years subsequent to that fiscal year.

Requests for Information This financial report is designed to provide citizens, taxpayers, customers, investors, and creditors with a general overview of the City’s finances and to demonstrate the City’s accountability for the funds it receives. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the City of Omaha. Finance Department, Suite 1004, 1819 Farnam Street, Omaha, NE 68183.

20 ci) —

— This page intentionally left blank CITY OF OMAHA, NEBRASKA Statement of Net Assets December 31, 2009

Component Primary government unit Governmental Business-type Assets activities activities Total I1ECA

Cash and pooled investments $ 35,969,294 30,010,002 65,979.296 11,877,215 Investments 16,209,299 6,690,323 22,899,622 13,266,286 Receivables (net of allowance for uncollectibles) 149,847,530 5,040,648 154,888,178 579,085 Due from other governments 52,311,318 — 52,311,318 — Accrued interest 351,491 — 351,491 — Inventories 663,846 897,054 1,560,900 — Other assets 7,934,763 3,455,249 11,390,012 1,642,246 Restricted assets: Cash — 1,681,000 1,681,000 Investments — 3,309,677 3,309,677 Deposits with trustee 38,550,567 17,512,369 56,062,936 — Notes receivable 4,833,675 — 4,833,675 — Capital assets: Nondepreciable 202,976,753 82,096,875 285,073,628 — Depreciable 840,644,472 419,643,384 1,260,287,856 16,457,366

Total assets S 1,350,293,008 570,336,581 1,920,629,589 43,822,198 liabilities and Net Assets Liabilities: Accounts payable and other S 25,056,310 6,195,044 31,251,354 8,934,363 Accrued interest payable 7,711,840 3,609,633 11,321,473 — Due to other governments 214,339 — 214,339 — Unearned revenue 2,119,406 — 2,119,406 — Long-term liabilities:

Net pension obligation 109,583,654 4,197,381 113,781,035 — Postretirement benefit obligation 54,216,989 3,193,346 57,410,335 — Other liabilities — — — 940,342 Compensated absences: Due within one year 2,926,977 98,586 3,025,563 — Due in more than one year 55,612,563 1,873,146 57,485,709 — Grants payable: Due within one year 2,825,000 — 2,825,000 Due in more than one year 375,000 — 375,000 — Claims and judgments: Due within one year 941,435 — 941,435 — Workers’ compensation and healthcare claims: Due within one year 10,302,055 605,779 10,907,834 — Due in more than one year 15,621,316 918,561 16,539,877 — Bonds, notes, and leases payable: Due within one year 36,472,300 7,600,946 44,073,246 1,002,226 Due in more than one year 733,719,762 279,489,586 1,013,209,348 5,812,531 Total liabilities 1,057,698,946 307,782,008 1,365,480,954 16,689,462 Net assets: Invested in capital assets, net of related debt 309,036,583 228,900,267 537,936,850 9,642,629 Restricted for: Debt service — 8,253,046 8,253,046 — Other — Keno 2,943,147 — 2,943,147 — Perpetual care: Expendable 2,519,869 — 2,519,869 Nonexpendable 2,775,389 — 2,775,389 — Unrestricted (24,680,926) 25,401,260 720,334 17,490,107 Total net assets 292,594,062 262,554,573 555,148,635 27,132,736

Total liabilities and net assets S 1,350,293,008 570,336,581 1,920,629,589 43,822,198

See accompanying notes to basic financial statements.

21 ______

CITY OF OMAHA, NEBRASKA Statement at Actisities Year ended December 3 2009

Program revenues Net revenue (expense> and changes in net assets Component Operating Capital Primary government unit Charges for grants and grants and Governmental Bnsiness-type Expenses services contributions contributions uctixitiex activities Total MECA Funclions’prostrarns Prtn,arv gos ernment Governmental activities’ General government 100 443246 S — 8,560,906 4.822840 — 187,059.5601 (87.059.560) — Puhltc safer3 ISS,694,996 — 14731,190 10,890,884 — (163067,922) (163.067,922) — Tranisportatton services 61,124,356 19.092.487 27671,920 8,548,314 (5,81 1,635) — (5,811,635) Other public services 17.355,052 3,877,405 676,442 1.221,671 — (11,579,534) (11,579,534) — Community development 27,376,811 7.465,072 26,244,443 — 6,332,704 — 6,332,704 Culture and parks 47,480.688 10,177,203 332,049 17,485,817 (19,485,619) — (19,485,619) Interest on long-term debt 37,443,658 — (37,443,653) — (37,443,638) — Total gosernmental acttvtties 479.918,807 63.909,263 70.638,578 27.255.802 — 1318.11 5.164) (318. t 15,164) — Bustness—ty pe ucttvtttes Convention Center Hotel 10.172.478 6,819,371 — — 13,353.107) )3,353,t0l — Packing 4,755,0o5 4.144,920 — — 1610.145) 1617.145) — Sewer 47,580,754 43,n33,767 — 5.49t,9l7 — 1.544,930 1,544,930 — Martnas 573.390 — 486,878 — — (86,512) (86,512) — Tennis operations (35,203 268,028 — — — 132,825 (32,825 - Golf operations and Concessions 4,330,507 —. — 3,644,417 — (686,090) (686,1)9))) — Citywide Sports 198.713 130.940 — 167.773) (67,773) — Riser Frottt Plaza and Marina 3,48t — — 40.179 — 36,698 36.698 — Air qualttv 062.799 — 537,111 — — )125,6S8) 1125.688) — Cotispost ‘ 886,638 —. 769.070 — (117.573) (117,5781 — Printing and crap)ttcs 576.749 — — 551.847 — (24,9132) 124.902) — Total business-type activities 69,875,787 — 61,026,525 5,491,917 — (3.357,342) (3,357.342) — Tntal prinsaiy government 549,794,594 124,935,791 70,638,578 32.747,719 (318,115,11,4) (3,357,342) (321,472,506) — Compotteut unit, MECA 27,425.166 — $ 30.629,846 — — — — 3,204,680 General revettues Property taxes 130 16,943 13)3.016.943 — Motor vehicle taxes — 9,299.184 9.299,184 — Sales aitd use taxes — 120,735,362 120.735.362 — Business taxes 34.251.349 — 34.251.039 Payntents in lien taxes of 4,595.23i — 4,595,289 — Unrestricted inveslitsent earnings 1,663,491 329,132 1,992,623 5)16,343 Gain ott sale of capital assets 1,290,879 — 1,290,879 Transfers (1,729,587) 1,729,587 — —

Total general revenues and traitsfers 300,122,610 2,058,7)9 3)32.181,329 506,343 Change in net assets (17.9.2.554) (1.298.623) 119,291.1”) 3.711.023 Netassets—hegtnningofyear 3l0.581i.616 26S,853,lQ6 574,439.812 23,421,713

Net assets — end of sear 292,594,062 S 2ti2.554,573 555.148 635 ‘ l32,73t

See accompanying notes to basic financial statements ______

CITY OF OMAHA, NEBRASKA Balance Sheet Governmental Funds December 31, 2009

Debt Other Total Service governmental governmental Assets General Fund funds funds

Cash and pooled investments S — 13,414.024 22.555.270 35.969.294 Investments 9.476.721 — 6.732,578 16.209.299 Receivables, net of allossance for uncollectibles 81,571.525 54.267.341 14.008.664 49.847.530 Due from other governments 22,344.592 240.602 29,726.124 52,311,318 Accrued interest 256.480 — 95.011 351,491 Inventories 663.846 — — 663.846 Other assets 12.344 — 498.899 511,243 Restricted assets Deposits with trustee — — 38.550.567 38,550,567

Total assets $ 114,325.508 67,921,967 112,167.113 294.414.588 Liabilities and Fund Balances Liabilities: Accounts payable and other S 15.051.211 179.889 9,140.457 24.371.557 Due to other funds 638,466 46,287 684.753 Due to other governments 214,339 214.339 Unearned revenue 4.894 3.614 2.110.898 2,119,406 Deferred revenue 70.326,627 54.248.752 29.321,888 153.897.267 Total liabilities 86,235,537 53,432,255 40,619.530 181.287.322 Fund balances Reserved for: Encumbrances 3,258.130 19.823,897 23.082,1)27 Inventories 663,846 663,846 Highways and streets 2.519.869 2,519,869 Reserve for endowment 2.775.389 2,775,389 Debt service 13,489.712 5,581.537 19,071.249 Unreserved, designated for, reported in Special revenue funds — 5,813,696 5,813,696 Unreserved, undesignated reported in: General fund 24,167,995 24,167,995 Special revenue funds — (937,692) (937,692) Capital projects funds — 35,431,679 35,431,679 Permanent funds 539,208 539,208 Total fund balances 28,089,971 13,489,712 71,547.583 113,127,266 Total liabilities and fund balances $ 114.325,508 67,921,967 112,167,113 Amounts reported for governmental activities in the statement of net assets are different because: Capital assets used in governmental activities are not financial resources and, therefore, are not reported in the funds 1,043,621,225 Long-term note receivable is not due and payable in the current period and therefore, is not reported in the funds 4,833,675 Revenues earned during the current period are not available as resources and, therefore, are recognized as deferred revenue in the funds 53,897,267 Bond costs of issuance are capitalized at the govemmentwide level and amortized over the life of the related bonds 7,423,520 Long-term liabilities, including bonds and interest payahle, are not due and payable in the current period and, therefore, are not reported in the funds (1.030,308,891)

Net assets of governmental activities $ 292,594,062

See accompanying notes to basic financial statements

23 ______

CITY OF OMAHA, EHRASKA

Statement of Revenues. Expenditures. and Changes in Fund Balances — Governmental Funds Year ended December 31, 2009

Debt Other Total Service governmental governmental General Fund funds funds Revenues: Taxes: Property $ 64,773,742 46.832,517 5.955,141 117,561,400 Motor vehicle 9,299,184 9,299,184 City sales and use 120,735,362 120,735.362 Business 33,715,124 535,927 34,251,051 In lieu 4,513,806 74,607 2,490 4,590,903 Licenses and permits 7,125,362 7,125,362 Intergovernmental 3,541,861 2,380,069 31.511,697 37,433,627 Investment income 978,563 214,294 470,633 1,663,490 Revenue from Keno 6,195,196 6,195,196 Charges for services 19,946,262 1,770,851 39,052,756 60,769,869 Special assessments 509,799 509,799 Rents and royalties 1,411,076 48,383 1,459,459 Contributions and grants 27.462 41,629,896 41.657,358 Total revenues 266,040,342 51,299.800 125,911,918 443,252,060 Expenditures: Current: General government 37,427,284 904.499 5.905,434 44,237,217 Public safety 182,199,529 13,127,513 195,327,042 Transportation services 756,755 47.451.953 48,208,708 Other public services 14,653,376 1.750.006 16,403,382 Community development 6,493,347 20,242.379 26,735,726 Culture and parks 24,365,145 5.540,918 29,906,063 Debt service: Principal 2.335,158 30,443.269 4.117.427 36,895,854 Interest 5.314.856 25.438.959 6.145,579 36,899,394 Bond issuance costs 589.163 682,526 1.271,689 Capital outlay 435.414 64,460,560 64.895,974 Total expenditures 273.980.864 57.375.890 169.424.295 500,781.049 Deficiency of revenues over expenditures (7.940,522) (6,076,090) (43.512.377) (57.528.989) Other financing sources (uses): Transfers in 5.224.393 — 346,212 5,570,605 Transfers out (860,314) — (6,439,878) (7.300,192) Sale of capital assets 1.334.919 1,334,919 Proceeds from sale of bonds 91.592.000 91,592,000 Proceeds of refunding bonds — 45.560.000 45.560.000 Proceeds from bond premium — 3.326.711 1.322.734 4,649,445 Payment to refunded bond escrow agent — (48,297.153) (48,297,153) Total other financing sources 4,364,079 589.558 88.155.987 93.109.624 Net change in fund balances (3,576,443) (5,486,532) 44,643.610 35.580.635

Fund balances — beginning of year 31.666,414 18.976.244 26.903.973 77,546.631

Fund balances — end of year $ 28.089.971 13.489,712 71.547,583 113,127,266

See accompanying notes to basic financial statements.

24 CITY OF OMAHA, NEBRASKA Reconciliation of the Change in Fund Balances of Governmental Funds to the Statement of Activities — Governmental Funds Year ended December 31, 2009

Amounts reported for governmental activities in the statement of activities are different because: Net change in fund balances — total governmental funds S 35,580,635 Governmental funds report capital outlays as expenditures. However, in the statement of activities, the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. This is the amount by which capital outlays exceeded depreciation expense in the current period. 38,677,949 Revenues in the statement of activities that do not provide current financial resources are not reported as revenues in the funds. 19,112,903 The issuance of long-term debt (e.g. bonds, leases) and long-term liabilities provides current financial resources to governmental funds, whereas the repayment of the principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction, however, has any effect on net assets. Also, governmental funds report the effect of issuance costs, premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities. This amount is the net effect of these differences in the treatment of long-term debt and (102,535,471) related items. Some expenses reported in the statement of activities do not require the use of current financial resources and, therefore, are not reported as expenditures in the governmental funds. (8.828,570) Change in net assets of governmental activities $ (17,992.554)

See accompanying notes to basic financial statements.

25 CITY OF OMAHA, NEBRASKA Statement of Fund Net Assets - Proprietary Funds Decenibet 3], 2009

Sewer Other Total Convention Parking revenue enterprise proprietary Assets Center lintel facilities fund funds funds Current assets Cash and cash equivalents $ — 18,858 29,826,630 64,514 30,010002 Investments 6,690,323 6.690,323 Accounts receivable (net of allowance — 278,591 4.637.129 124,928 5,040,648 for uncollectibles) Prepaid assets 7269]] - 726,9]] Due from other funds — 104,960 — — 104,960 Restricted assets: Deposits with trustee 3,262,369 —-- — --- 3,262,369 Inventories — — 890,684 6,370 897,054 Total current assets 3,989,280 402,409 42,044,766 295,812 46.732,267 Noncurrent assets. Restricted assets: Cash and cash equivalents --- - 1.681.000 - .681,000 Investments — -— 3,309.677 3,309,677 Deposits with trustee 14,250,000 - - — 14,250,000 Deferred charges 1,224,781 377,437 1,018,064 3,096 2,623,378 Capital assets: Land — 2,473,344 2,682,270 5,155,614 Buildings and systems 71,805,336 61,344,255 584,214,793 9,558,419 727.012,803 I 7,263,5] I Furniture and fixtures 7.250,807 —- — 2,704 Machinery and equipment 3,764.436 — 8,588.383 3.721.756 16,074,575 Cultural assets 498,366 .-. -- -. . 498.366 76.941,261 Construction in progress — — 76.827.280 113,981 83,408,945 63,817,599 672,312,726 13,406,860 832,946,130 331,205,87] Less accumulated depreciation 20,210,172 25,923,538 277,902,755 7,169,406 Capital assets, set 63.198,773 37,894,061 394,409,971 6,237,454 501.740,259 Total noncurrent assets 78.673,554 38,271,498 400,418,712 6,240,550 523.604,314 570,336,581 Total assets S 82662,834 38,673,907 442,463.478 6.536,362 Liabilities and Net Assets Current liabilities. Accounts payable and other current liabilities $ 164,401 214,212 5,538,228 147,189 6,064,030 Current installments of long4erm debt 315,000 2,470,000 4,790,946 25,000 7,600,946 Workers’ compensation and healthcare claims — 6,271 426,244 173,264 605,779 Accrued interest payable 2,177,846 597,201 834,586 -— 3.609,633 Duetootherfunds 104,960 — 21,139 4,915 131,014 Compensated absences — 75,051 23,535 98.586 Total current liabilities 2.762,207 3,287,684 11,686,194 373,903 18,109,988 Noncurrent liabilities Long-term debt, excluding current installments 108,252,062 41,148,720 129,691,635 397,169 279.489.586 Pension obligation - 43,453 2,953,403 1,200,525 4,197,381 Postretirement benefit obligation — 33,059 2,246,934 913,353 3,193,346 Workers’ compensation and healthcare claims — 9,509 646,327 262,725 918,561 Compensated absences — — 1.425,973 447,173 1,873,146 3,220,945 289,672,020 Total noncurrent liabilities I((8252,062 41,234,74] 136,964,272 Total liabilities 111,014,269 44,522,425 148.650.466 3,594.848 307,782,008 Net assets: Invested in capital assets, net of related debt (31,118,289) (5,724,659) 259,927,930 5,815,285 228.900,267 Restricted for debt service 3,262,369 -— 4.990,677 —- 8253,046 Unrestricted (495,515) (123,859) 28894,405 (2,873,771) 25,401,260 Total net assets (28.351,45) (5,848,518) 293,813,012 2,941,514 262.554,573 Total liabilities and net assets $ 82.662,834 38,673,907 442.463,478 6,536,362 570,336,581

See accompanying notes to basic financial statements.

26 ______

ClT’ OF OMAHA, NEBRASKA

Statement of Revenues. Lxpenses, and Changes in Fund Net Assets — Proprietary Funds Year ended December 31, 2009

Convention Sewer Other Total Center Parleing revenue enterprise proprietary Hotel facilities fund funds funds Operating revenues: Charges for services S 6.819,371 4.144,920 43.633.767 6.428,470 61,026,528 Total operating revenues 6.819,371 4,144,920 43.633.767 6.428.470 61.026,528 Operating expenses: Personal services 216,627 10.880,486 4.283.835 15,380,948 Outside services 280,237 4.606.550 440.519 5,327,306 Operation and maintenance 1.540,662 2,141.695 13,854.721 1,706.554 19,243,632 Cost of sales and services 42.497 — 449,614 492,111 Administration — ‘- 205,158 205,158 Depreciation and amortization 2.988,307 2,396,743 15,537152 281.810 21.204,012 Total operating expenses 4,851.703 4.755,065 44.878,909 7,367,390 61,853,167 Operating income (loss> 1,967,668 (610,145) (1,245.142) (939.020) (826,639) Nonoperating revenues (expenses): Investment eamings 246,577 557 70,426 11.572 329.132 Loss on disposal of assets — — (524,228) (524,228) Interest expense (5.320,775) — (2.177.617) (7,498,392) Total n000perating revenues (expenses), net (5,074,198) 557 (2,631.419) 11,572 (7,693,488) Loss before contributions and transfers (3,106,530) (609.588) (3,876.561) (927,448) (8,520,127) Capital contributions — 5.491.917 5.491.917 l’ransfers in 564,11(2 3.481,580 4,045,682 Transfers out — — (2,316,095) — (2.3 16,095)

Change in net assets (3,106,530) (45,486) 2.780,841 (927,448) (1,298,623) Net assets at beginning of year (25,244,905) (5,803,032) 291,032.171 3,868.962 263,853,196 Net assets at end of year $ (28,351,435) (5,848,518) 293,813,012 2,941,514 262,554,573

See accompanying notes to basic financial statements

27 CIT’ OF OMAHA, NEBRASKA Statement of Cash Flows Proprietary Funds

Year ended December 31 2009

Convention Sewer Other ‘Total Center Parking revenue enterprise proprietary Hotel facilities fund funds funds Cash flows from operating activities Receipts from customers S 6,819,371 4.051.617 43,315,374 5,536,779 59,723,141 Payments to suppliers (1.455,338) (2,461.061) (18.464,435) (2.878,120) (25,258,954) Payments to employees — (124.335) (9.236.413) (3.507.136) (12,867.884) Net cash provided by (used in)

operating activities 5,364.033 1.466,221 15.614,526 (848.477) 21.596,303 Cash flows from noncapital financing activities Transfers inout — 1,165,485 907,422 2,072,907 Advances from (to) other funds (101,041) 459,145 200.383 - 558,487 Net cash provided bs (used in) noncapital

financing activities ( 101,041) 459,145 I.365.868 907,422 2,63 1.394 Cash flows from capital and related financing activities Capttalexpenditurcs (I l879( (3j795)i (31 326( (6982_I (3294S80l) Deferred charges (167,548) (227.870) (1,976,758) 68 (2,372.108) Proceeds from sale of fixed assets — —, (524,228) (524.228)

Payments on long-term debt - . (13,330.000) (3.968,039) (25,000) (17.323,039) Issuance of long-term debt 11,660,000 29,975,000 — 41,635,000 Premium received (discount paid) received on issuance of long-term debt 8,109 4,092 12.201 Interest paid (5.272.2 15) (52.883) (2,113,570) (7,438,668) 1’et cash used in capital and related financingactivities (6.625.522) (2,280,599) (9,958,768) (94.754) (18,959,643) Cash flows from investing activities. Sale of investment securities 1,115,953 275,189 — 1,391,142 Interest received 246,577 557 50.884 11,572 309,590

Net cash provided by investing activities 1,362,530 275,746 50.884 11.572 1,700,732 Net increase (decrease) in cash and cash equivalents (79,487) 7,072,510 (24,237) 6,968,786 Cash and cash equivalents, beginning of year — 98,345 22,754,120 188,751 23,041,216 Cash and cash equivalents, end of year S - 18,858 29,826,630 164,514 30,010,002 Reconciliation of operating loss to net cash provided by’ (used in) operating activities: Operating income (loss) S 1,967,668 (610,145) (1,245,142) (939,021) (826,640) Adjustments to reconcile operating income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 2,988,307 2,396,743 15,537,153 281,814 21,204,017 Cash flows impacted by changes in: Accounts receivable * (93,303) (318,395) (8,583) (420,281) Prepaid assets 247,617 — (51,785) 195,832 Inventories — (103,177) (2,325) (105,502) Due from other governments (809,479) (809,479) Accounts payable and other 160,441 (319,366) 100,014 (15,368) (74,279) Claims payable — 9,509 160,740 58,842 229,091 Pension obligation — 43,453 768,983 355,127 1,167,563 Postretirement benefit obligation * 33,059 683,595 308,323 1,024,977 Accrued expenses — 6,271 30,755 (26,022) 11,004 Net cash provided by (used in) operating activities $ 5,364,033 1,466,221 15,614,526 (848,477) 21,596,303

See accompanying notes to basic financial statements.

28 ______

CITY OF OMAHA, NEBRASKA

Statement of Fiduciary Net Assets — Fiduciary Funds December 31, 2009

Pension Trust Funds Agency Total Assets: Cash and cash equivalents $ 74,382 7,288,628 7,363,010 Receivables: Accounts receivable 37,632 37,632 Accrued interest 1,509,725 1,509,725 Other 72,989 450 73,439 Due from other funds 710,807 710,807 Investments, at fair value 617,270,715 1,345,647 618,616,362 Total assets 619,638,618 8,672,357 628,310,975 Liabilities: Accounts payable 1,028,948 1,432,889 2,461,837 Deposits payable 7,239,468 7,239,468 Total liabilities 1,028,948 8,672,357 9,701,305 Net assets held in trust for pension benefits $ 618,609,670 618,609,670

See accompanying notes to basic financial statements.

29 Additions:

Net Net Deductions:

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assets, accompanying assets,

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618,609,670 570.376,384

127,418,120

48,283,171 20,270,069 48,233,286 69,030,376 82,751,400 28.012,362 79,134,949 79,184,834

(3,616,451)

13,721,024

740 CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

(1) Summary of Significant Accounting Policies (a) Reporting E,ztitv The City of Omaha. Nebraska (the City) was incorporated on February 2. 1857. The City operates under a Home Rule Charter and has a mayor council form of government with an elected full-time chief executive, the Mayor, and an elected legislative body, the council, composed of seven members. The seven council members each represent one of the City’s seven districts. The Mayor and members of the council are elected through popular vote to four-year terms. The City is a political subdivision of the State of Nebraska and is exempt from state and federal income taxes.

The governmental reporting entity consists of the City (the primary government) and its component units. Component units are legally separate organizations for which the City is financially accountable or other organizations whose nature and significant relationship with the City are such that exclusion would cause the City’s financial statements to be misleading or incomplete. Financial accountability is defined as the appointment of a voting majority of the component unit’s board and (i) either the City’s ability to impose its will on the organization or (ii) there is potential for the organization to provide financial benefit to or impose a financial burden on the City.

The basic financial statements include both blended component units and the City’s discretely presented component unit. The blended component units, although legally separate entities, are, in substance, part of the City’s operations, and data from these units are basic with data of the primary government. The City’s basic financial statements blend the activity of the City of Omaha Parking Facilities Corporation, the City of Omaha Impound Facilities Corporation, the City of Omaha Stadium Facilities Corporation, City of Omaha Northwest Library Facilities Corporation, the City of Omaha Facilities Corporation, and City of Omaha Convention Hotel Corporation. The City is financially accountable for these organizations. The City reports its respective ownership percentage of the assets, liabilities, net assets, and operating activity of the Omaha-Douglas Public Building Commission (the Commission). Separate financial statements are available at 1819 Farnam Street, Omaha, NE 68183.

The discretely presented component unit, on the other hand, is reported in a separate column in the governmentwide financial statements to emphasize that it is legally separate from the primary government. The City’s basic financial statements discretely present the financial position and activities of the Metropolitan Entertainment and Convention Authority (MECA).

MECA

MECA is a separate nonprofit corporation that is responsible for the operation of the Omaha Convention Center/Arena. Title to the facility and all related infrastructure assets are vested with the City. Construction activities were principally funded by private donations and general obligation bonds of the City. Board members of MECA are appointed by the City. The financial statements for MECA included herein are for the year ended June 30, 2009. MECA’s separate financial statements are available at 1819 Farnarn Street, Omaha, NE 68183.

31 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Related Organizations The City’s officials are responsible for appointing members of the boards of other organizations, but the City’s accountability for these organizations does not extend beyond making the appointments. The Mayor or City Council appoints board members of the Omaha Housing Authority, the Omaha Airport Authority, and the Metro Area Transit Authority. The City is not financially accountable for these organizations.

The Douglas Omaha Technology Commission (DOT.Comm) is a governmental entity formed by an interlocal agreement between the City and Douglas County (the County). The purpose of this entity is to increase the cooperative efforts of the County and the City in connection with electronic information, voice, and data communication services for governmental operations, and public services. The City appoints two members to the DOT.Comm board, which has a total of seven members. The Mayor (or designee) and the City Council President (or designee) are the City representatives appointed to the Board. DOT.Comrn has control over its operations and fiscal matters and holds title to its assets. DOT.Comm’s revenues are primarily derived from maintenance fees from the City and County. Separate financial statements can be obtained from its office at 408 South 18th Street, Omaha, NE 68102.

(‘b) Basis of Presentation Governmentwide Financial Statements The statement of net assets and statement of activities display information about the primary government and its component unit. These statements include the financial activities of the overall government, except for fiduciary activities. Eliminations have been made to minimize interfund activities. These statements distinguish between the governmental and business-type activities of the City and between the City and its discretely presented component unit. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees charged to external parties.

The statement of activities presents a comparison between direct expenses and program revenues for the business-type activities of the City and for each function of the City’s governmental activities. Direct expenses are those that are specifically associated with a program or function and, therefore. are clearly identifiable to a particular function. Program revenues include (1) charges paid by the recipients of goods or services offered by the programs and (2) grants and contributions that are restricted to meeting the operation or capital requirements of a particular program. Revenues that are not classified as program revenues, including all taxes, are presented as general revenues. Fund Financial Statements The fund financial statements provide information about the City’s funds, including fiduciary funds. Separate statements for each fund category — governmental, proprietary, and fiduciary — are presented. The emphasis of fund financial statements is on major governmental and enterprise funds, each displayed in a separate column. All remaining governmental funds are separately aggregated and reported as nonmajor funds.

32 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Proprietary fund operating revenues, such as charges for services, result from exchange transactions associated with the principal activity of the fund. Exchange transactions are those in which each party receives and gives up essentially equal values. Nonoperating revenues, such as investment earnings, result from nonexchange transactions, or ancillary activities.

The City reports the following major governmental funds:

• The general /iind is used to account for all revenues and expenditures necessary to carry out basic governmental activities of the City that are not accounted for through other funds. • The debt service fund is used to account for the resources for, and the payment of, general long-term debt principal, interest, and related costs.

The City reports the following major proprietary funds:

• The convention center hotel fund is used to account for costs associated with the construction and operation of the Convention Center Hotel. • The parking Jicilities find accounts for activity from parking revenue and related expenditures for operation, maintenance, and construction of parking garages. • The sewer revenue fimd accounts for activity from sewer service charges. construction grants, and related expenditures for operation, maintenance, and capital improvements of the sanitary sewerage system and wastewater treatment plants.

The City reports the following additional fund types:

• The pension trust funds accumulate contributions from the City and its employees and earnings from the funds’ investments. Disbursements are made from the funds for retirement. • The agency fna account for assets held by the City as an agent for various local governments. • The perinanen!Jimnds are used to report resources that are legally restricted to the extent that earnings, and not principal, may be used for purposes that support the City’s programs for the benefit of the City or its citizenry. • The special revenue funds account for the proceeds from specific revenue sources that are restricted to expenditures for specified purposes. • The capital projects funds account for all resources received and used for the acquisition or development of major capital improvements (other than those financed by proprietary funds and trust funds). • The enterprise finds account for operations that are financed and operated in a manner similar to private business enterprises: (a) where the intent of the governing body 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 or (b) where the governing body has decided that periodic determination of revenues earned, expenses incurred, and/or net income is appropriate for capital maintenance, public policy, management control, accountability, or other purposes.

(Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31. 2009

(c) Basis ofAccounting The governmentwide, proprietary, and fiduciary fund financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded at the time liabilities are incurred, regardless of when the related cash flows take place, Nonexchange transactions, in which the City gives (or receives) value without directly receiving (or giving) equal value in exchange, include property and sales taxes, grants, entitlements, and donations. On an accrual basis, revenue from property taxes is recognized in the fiscal year for which the taxes are levied. Revenues from grants, entitlements, and donations are recognized in the fiscal year in which all eligible requirements have been met.

Governmental funds are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Under this method, revenues are recognized when measurable and available. Property and sales taxes, interest, certain state and federal grants, and charges for services are accrued when their receipt occurs within 60 days after the end of the accounting period so as to be both measurable and available. Expenditures are generally recorded when a liability is incurred, except for debt service expenditures and other long-term liabilities, which are recorded only when due. General capital assets acquisitions are reported as expenditures in governmental funds. Proceeds and payments of long-term debt are reported as other financing sources and uses.

Private sector standards of accounting and financial reporting issued prior to December 1, 1989 generally are followed in both the governmentwide and proprietary fund financial statements to the extent that those standards do not conflict with or contradict guidance of the Governmental Accounting Standards Board (GASB). Governments also have the option of following subsequent private sector guidance for their business-type activities and their enterprise funds, subject to this same limitation. The City has elected not to follow subsequent private sector guidance.

Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund’s principal ongoing operations. The principal operating revenues of the enterprise funds are charges to customers for goods and services. Operating expenses include the cost of sales and service, administrative expenses, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses.

(d) Encumbrances Encumbrance accounting is employed in the governmental funds. Under encumbrance accounting, purchase orders, contracts, and other commitments for the expenditures of funds are recorded in order to reserve that portion of the applicable appropriation. Encumbrances are reported as reservations of net assets since they do not constitute liability.

(e) Pooled Cash and In vestments The City maintains a pooled cash and investment account for all funds. These funds are placed in the custody of the City Treasurer. Each fund reports its undistributed interest in the principal balance of the pool. Interest earned on the City’s pooled cash and investments is credited to the general fund of

34 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 1, 2009

the City, except for the Don Hayes Memorial Fund, Ralph Anderson Memorial Fund, Cash Reserve Fund, Dodge Park Marina Fund, Western Heritage/ Fund, Asarco Rernediation Fund. Sewer Revenue Fund, Sewer Construction Fund, and Aksarben Bond Fund, which are credited directly to the respective funds. Interest is imputed and transferred to the keno funds, police seized assets funds, law enforcement block grant funds, and western heritage fund.

Cash and Cash Equivalents For purposes of the accompanying statement of cash flows, the City enterprise funds consider all highly liquid debt instruments with an original maturity of three months or less when purchased to be cash equivalents.

(g,) Investments Investments are stated at fair value. Securities traded on a national or international exchange are valued at the last reported sales prices at current exchange rates where marketable securities are not listed on an exchange, quotations are obtained from brokerage firms or national pricing services. Income from investments not included in pooled cash and investments that are held by the individual funds is recorded in the respective funds as it is earned.

(h) Inventories Inventories of materials and supplies are stated at the lower of cost or market using the first-in, first- out method. The costs of governmental fund inventories are recorded as assets when purchased and expended as used.

(i) Property Taxes Nebraska LB 1114 imposes a tax ceiling for general revenue purposes. The tax levy certified in any year shall not exceed $0.45 per $100 of actual valuation. The 2009 general tax levy ($024312 per $100 of assessed valuation) was below the legal limit by $20688, or $54,843,755.

The Home Rule Charter of the City imposes a tax ceiling for general revenue purposes. The tax levy certified in any year shall not exceed $0.6125 per $100 of actual valuation plus whatever tax levy is necessary to provide for principal and interest payments on the indebtedness of the City for administrative expenses incurred in issuing and maintaining bonds and for satisfaction ofjudgments and litigation expenses in connection therewith. The 2009 general tax levy ($0.24312 per $100 of assessed valuation) was below the legal limit by $0.36938, or $97,922,401. The assessed value upon which the 2009 levy was based was $26,509,935,870.

The tax levies for all political subdivisions in Douglas County are certified by the county board on or before October 15. Real estate taxes are due and become an enforceable lien on property on December 31. The first half of real estate taxes becomes delinquent on April 1 and the second half becomes delinquent on August 1 following the levy date. Personal property taxes are due on December 31 and become delinquent on April 1 and August 1 following the levy date. Delinquent taxes bear 14% interest.

Motor vehicle taxes are due when an application is made for registration of a motor vehicle.

35 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

0) Deferred Charges For governmentwide financial statements and proprietary fund financial statements, charges resulting from the issuance of revenue and general obligation bonds are deferred and amortized over the remaining life of the bonds on a straight-line basis.

(k) Capital Assets Within the governmentwide and proprietary fund financial statements, capital assets, including infrastructure, are recorded at historical cost or at estimated historical cost if actual historical cost is not available. Contributed fixed assets are valued at their estimated fair market value on the date of donation. Capital assets include public domain infrastructure, including roads and bridges. The City defines capital assets as assets with individual costs of more than $10,000 and estimated useful lives in excess of one year. Capital assets used in operations are depreciated or amortized using the straight-line method over the lesser of the capital lease period or their estimated useful lives in the governmentwide and proprietary fund financial statements. Assets are depreciated using the half- year convention in the first and last years of the asset’s useful life.

The estimated useful lives are as follows:

Infrastructure 15 — 50 years Buildings and systems 15 — 40 years Improvements 5 — 30 years Machinery and equipment 5 — 20 years Vehicles 5 — 15 years

(I) (‘ompensated Absences Employees earn annual vacation and sick leave at various specific rates during their period of employment. In the event of termination, an employee is reimbursed for accumulated vacation time. This balance is the total of a yearly carryover, up to a maximum of 280 hours for civilian bargaining and civilian management employees, plus the current year’s leave balance. Civilian management and bargaining employees are reimbursed for a percentage of accumulated sick leave up to a maximum of 2,000 hours (612.5 hours). Civilian and management employees have the option of accruing compensatory leave time at a rate of one and one half times the actual hours worked in lieu of the payment of overtime. Employees may accrue a maximum of 120 hours of compensatory time. The compensatory time must be taken within three months after the end of the calendar year in which it is earned and any remaining amounts are paid out in cash. However, the employee retains the right to cash out the compensatory leave balance at any time.

In the event of termination, police employees are reimbursed for accumulated vacation time up to a maximum of 320 hours, plus the current year leave balance. Upon retirement, death, or resignation after 20 years, police employees receive I for I for the first 1,200 hours of accumulated sick leave and I for 4 hours thereafter up to a maximum of 3,200 hours (1,700 hours). Police employees may accrue a maximum of 360 hours of compensatory time. In the event of termination, Fire Department 24-hour shift employees are reimbursed for accumulated vacation time up to a maximum of 360 hours, plus current year accumulation. Upon retirement or resignation, Fire Bargaining 24-hour shift

36 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

employees are reimbursed for accumulated sick leave at 57% of actual hours. In the event of termination, Fire Management employees are reimbursed for accumulated vacation time up to a maximum of 280 hours, plus current year accumulation. Upon retirement, Fire Management

employees are reimbursed for accumulated sick leave I for 1 for the first 1,200 hours and 1 for 4 for all hours greater than 1,201 to 3,200 for a maximum 1,700. In the event of termination, Fire Department 40-hour shift employees are reimbursed for accumulated vacation time up to a maximum of 240 hours, plus current year accumulation. Upon retirement or resignation, 40-hour shift employees are converted to 24-hour shift employees reimbursed for accumulated sick leave as above.

For the governmentwide, proprietary, and fiduciary fund financial statements, vacation leave, and other compensated absences with similar characteristics are accrued as the benefits are earned if the leave is attributable to past service and it is probable that the City will compensate the employees for such benefits. Such accruals are based on current salary rates and include salary-related payments, such as the employer’s matching Social Security and Medicare costs, associated with payments made for compensated absences on termination. In the governmental funds, a liability for these amounts is reported only if they have matured.

(m) Self-Insurance The City self-insures all claims related to personal liability and property damage for City-owned vehicles, medical, dental, and workers’ compensation and the first $100,000 of buildings and contents coverage. The City has purchased separate commercial insurance to cover losses in excess of $100,000 on buildings and contents. The City has purchased separate commercial liability insurance to cover helicopters used by the Police Department.

(n) Long-Term Obligations

In the governmentwide financial statements and proprietary fund types in the fund financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary fund type statement of net assets. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of the bonds. Bonds payable are reported net of the applicable bond premium or discount. Bond issuance costs are reported as deferred charges and amortized over the term of the related debt.

In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources, whereas discounts on debt issuances are reported as financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as current expenditures.

(o) Interfund Transactions Interfund transactions are reflected as either loans, services provided, reimbursements, or transfers. Loans, which are reported as receivables and payables, are subject to elimination upon consolidation and are referred to as either “due to/from other funds” or “advances to/from other funds.”

37 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Services provided, deemed to be at market or near market rates, are treated as revenues and expenditures/expenses. Reimbursements are when one fund incurs a cost, charges the appropriate benefiting fund, and reduces its related cost as a reimbursement. All other interfund transactions are treated as transfers. Transfers between governmental or proprietary funds are netted as part of the reconciliation to the governmentwide presentation.

(p) Restricted Assets Restricted assets include deposits with trustees of various enterprise funds and capital projects.

(q) Recent Accounting Pronouncements Adoption of New Accounting Pronouncements Effective in 2009, the City adopted GASB Statement No. 52, Land and Other Real Estate Held as Investments by Endowments. This statement establishes consistent standards for the reporting of land and other real estate held as investments by endowments. It requires endowments to report their land and other real estate investments at fair value. The adoption of this accounting pronouncement had no impact on the financial statements.

Effective in 2009, the City adopted GASB Statement No. 55, The Hierarchy of Generally Accepted Accounting Principles for State and Local Governments. This statement incorporates the hierarchy of generally accepted accounting principles (GAAP) for state and local governments into the GASB’s authoritative literature. The adoption of this pronouncement had no impact on the financial statements.

Effective in 2009, the City adopted GASB Statement No. 56, Codification of Accounting and Financial Reporting Guidance Contained in the AICPA Statements on Auditing Standards. This statement codifies certain accounting guidance into the GASB’s authoritative literature concerning related-party transactions, going-concern considerations, and subsequent events. The adoption of this accounting pronouncement had no impact on the financial statements.

New Accounting Pronouncements Not Adopted

In June 2007, GASB issued GASB Statement No. Si, Accounting and Financial Reporting for Intangible Assets. This statement establishes accounting and financial reporting requirements for intangible assets, thereby enhancing the comparability of the accounting and financial reporting of such assets among state and local governments. The City will implement GASB Statement No, Si beginning with the year ending December 31, 2010.

In June 2008, GASB issued GASB Statement No. 53, Accounting and Financial Reporting for Derivative Instruments. This statement is intended to improve how state and local governments report information about derivative instruments, financial arrangements used by governments to manage specific risks or make investments, in their financial statements. The statement specifically requires governments to measure most derivative instruments at fair value in their financial statements. The guidance in this statement also addresses hedge accounting requirement and is effective for the City for the year ending December 31, 2010.

38 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31. 2009

In February 2009, GASB issued GASB Statement No. 54, Fund Balance Reporting and Governmenial Fund Type Definitions, The objective of this statement is to enhance the usefulness of fund balance information by providing clearer fund balance classifications that can be more consistently applied and by clarifiing the existing governmental fund type definitions. This statement establishes fund balance classifications that comprise a hierarchy based primarily on the extent to which a government is bound to observe constraints imposed upon the use of the resources reported in governmental funds. The guidance is effective for the City for the year ending December 31, 2011.

In December 2009 GASB issued GASB Statement No. 57, OPEB Measurements by Agent Employers and Agent Multiple Employer Plans. The objective of this statement is to address issues related to the use of the alternative measurement method and the frequency and timing of measurements by employers that participate in agent multiple employer other postemployment benefit (OPEB) plans (i.e., agent employers). The guidance is effective for the City for the year ending December 31, 2012.

In December 2009, GASB issued GASI3 Statement No. 58, Accounting and Financial Reporting for Chapter 9 Bankruptcies. The objective of this statement is to provide accounting and financial reporting guidance for governments that have petitioned for protection from creditors by filing for bankruptcy under Chapter 9 of the U.S. Bankruptcy Code. It requires governments to remeasure liabilities that are adjusted in bankruptcy when the bankruptcy court confirms (i.e., approves) a new payment plan. The guidance is effective for the City for the year ending December 31. 2010.

The City has not completed its assessment of the impact of the adoption of these statements.

(r,) Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures/expenses during the reporting period. Actual results could differ from those estimates.

(2) Interfund Receivables, Payables, and Transfers Individual interfund receivables and payables at December 31, 2009 are as follows: Receivable fund Amount Payable fund

Parking Facilities Fund $ 104,960 Omaha Convention Hotel Fund Police/Fire Retirement Reserve Fund 546,492 General Fund Civilian Retirement Reserve Fund 91,974 General Fund Civilian Retirement Reserve Fund 4,915 Nonmajor Enterprise Funds Civilian Retirement Reserve Fund 21,139 Sewer Revenue Fund Civilian Retirement Reserve Fund 46,287 Nonmajor Governmental Funds

39 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

All remaining balances result from the time lag between the dates that (1) interfund goods and services are provided or reimbursable expenditures occur, (2) transactions are recorded in the accounting system, and (3) payments between funds are made. All amounts are expected to be paid within one year.

Transfers are related to funding for capital projects, lease payments, debt service, or reallocations of special revenues. The following schedule briefly summarizes the City’s transfer activity:

Transfer in General Nonmajor Transfers out fund governmental Sewer Parking Total Major governmental funds: General fund $ — 296,212 — 564,102 860,314 Major enterprise funds: Sewer 2,266,095 50,000 — 2,316,095 Nonmajor governmental 2,958,298 — 3,481,580 — 6,439,878

Total $ 5,224,393 346,212 3,481,580 564,102 9,616,287

(3) Deposits and Investments The City has generally pooled the cash resources of the various funds, except the pension trust fund, for investment purposes. Interest earned on pooled funds is credited to the City’s general fund in accordance with Nebraska State Statute Section 77-2315, R.R.S. 1943.

(a) Deposits Custodial credit risk is the risk that in the event of a bank failure, the City will not be able to recover its deposits. As of December31, 2009, all of the City’s deposits were collateralized with securities held by the City’s agent in the City’s name.

(b) city Investments Investments are stated at fair value. City funds are invested in conformity with the public funds Security Act, Chapter 77, Article 23, specifically 77-2387, of the Nebraska Revised Statutes. Allowable investments include U.S. government bonds, U.S. treasury bills and notes, U.S. agency bonds and notes, certain state and political subdivision bonds, repurchase agreements, warrants of the State of Nebraska and Nebraska political subdivisions, and certain instruments of the FHLM, federal farm credit system, FHLB, FNMA, and the Small Business Administration. The government money market mutual fund consists of only those securities that are allowed by N.R.S. 77-2387.

Custodial Credit Risk — Custodial credit risk is the risk that, in the event of the failure of the counterparty, the City would not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. The City’s policy requires that all funds on deposit with any financial institution be secured with securities equal or greater than the deposit less any amount insured by the FDIC. The City’s investment policy also requires that all investment securities be held in the City’s name in the City’s safekeeping account.

40 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Interest Rate Risk Interest rate risk is the risk that the fair value of the City’s investments will decrease as a result of an increase in interest rates. The City’s investment policy related to maturity is as follows: U.S. treasury securities cannot exceed five years; Zero-coupon or stripped coupon U.S. treasury notes or bonds cannot exceed two years; Certificates of deposit issued by commercial

banks cannot exceed 12 months; all other investments not mentioned above cannot exceed a five- year maturity from the date of purchase.

The City had the following maturities for pooled investments: Investment term Less than Investment type Fair value 1 year 1 — 5 years

U.S. agencies S 47,991,367 10,129,704 37,861,663

The City had the following maturities for investments held by trustees: Investment term Less than Investment type Fair value 1 year I — 5 years Government securities $ 16,552,806 16,552,806

Credit Risk — Credit risk is the risk that the City will not recover its investments due to the inability of the counterparty to fulfill their obligation. State statute limits investment options to certain specific investment vehicles. There is no statutory requirement for investments to meet a certain quality rating.

The pooled investment’s quality rating is as follows: Quality Investment type Fair value rating AAA

U.S. agencies $ 47,991,367 47,991,367

The deposits with trustees’ quality rating is as follows: Quality Investment type Fair value rating AAA Government securities $ 16,552,806 16,552,806

Concentration of Credit Risk — Concentration of credit risk is the risk of loss attributed to the magnitude of the City’s investment in a single issuer. State statute does not restrict the concentration of investment in any issuer. The City’s policy states that no more than 25% of the total portfolio will

41 (Continued) table: Concentrations adversely Concentrations be are The currency its Summary Foreign Cash Government Restricted Restricted Restricted U.S. Investments agencies. invested reflected deposits agencies and Currency risk. impact pooled — deposits cash investments Investment in The in securities and the the of of following the investments investments investment issuance investment financial with Risk Trustee Pooled Imprest Deposits fair Investment Investment type trustee value — Notes CITY of is investments statements Foreign accounts funds by a any by of complete Investment of to issuer OF the issuer type type December single an Basic Currency OMAHA, City, investment. for as for $ $ institution listing Financial Governmentwide 42 follows: pooled excluding deposits type statement 149,932,531 3 65,979,296 22,899,622 56,062,936 net 1, Risk 3,309.677 1,681,000 of NEBRASKA 2009 The assets investments deposits Statements other is held the City the of pension than by risk and does $ $ $ $ trustees are securities investments that statement not 158,566.806 Fair trust Fiduciary Fair Fair displayed net 47,991,367 47,991,367 54,441,800 56,062,936 16,552,806 8,634,275 7,288,628 1,345,647 funds changes have are assets 70,703 value value value fund, of displayed a the of policy of in at in the the U.S. December31, exchange City: following related in government 158,566,806 24.245,269 56,062,936 73.267,924 the 3,309,677 Percent Percent 1,681,000 Total (Continued) to following rates 100.0% 100.0% table: foreign 2009, will and CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

(c) Pension Trust Funds The pension trust funds consist of two funds: the Civilian Plan and the Uniformed Plan. These pension programs operate in compliance with Omaha Municipal Code Chapter 22 and Nebraska State Statute 30-3209. City pension funds are invested according to a plan developed and reviewed quarterly by each plan’s Investment Committee. The plans define the purposes of the assets, identify the parties responsible for managing the investment process, establish both broad and specific guidelines for the investment of the fund’s assets, and establish criteria to monitor and evaluate the performance of the investment managers. The plan authorizes investments in common and preferred stocks, corporate bonds, cash-equivalent securities, certificates of deposits of insured institutions, money market funds, bank short-term investment funds, GICs, BICs, and government bonds. They can be in mutual funds or privately managed accounts.

Interest Rate Risk — The Pension Board of each plan with the recommendation from the respective Investment Committee approves fund manager agreements. These management agreements outline specific investment policies each manager must adhere to. The Retirement Committees do restrict the general asset allocation to fixed income. The uniformed plan fund’s target range for fixed income assets is between 16% and 28% of the portfolio value and the civilian plan fund’s range is between 12% and 28%. The City is not within guidelines due to an update of the asset allocation, and new guidelines are being established to take this into account. Fixed income investments are held in five accounts managed by four managers: $144.5 million in managed accounts and $28.9 million in two bond mutual funds. Maturities of the securities in these commingled funds are as follows: Managed accounts Maturity range (years) Less than Investment type lyear 1—5 6—10 10+ U.S. treasuries 0.7% 29.2% 10.7% 2.5% U.S. agencies — 3.1 3.2 6.6 Municipal bonds 0.2 — 0.9 Corporate bonds 2.1 18.7 19.0 3.1 Bond mutual funds Percent Maturity of total

0 — 1 years 9.6% — 5 years 74.6 6—IOyears 6.1 10 + years 9.6

Credit Risk — Credit risk involves the potential of loss of fair value due to the quality of the fixed income investments. The Investment Committees of each plan monitor and select fixed fund managers based on an investment policy that diversifies the plan’s risks. Each manager employs a varying type of investment style. Fixed income investments are held in five accounts and are

43 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

managed by four managers: $144.5 million in managed accounts and $28.9 million in two bond mutual funds. The quality ratings of the securities in these commingled funds are as follows: Managed accounts Percent Investment type Ratings of total U.S. treasuries AAA 43.7% U.S. agencies AAAJAA+ 13.6 U.S. agencies N/R 0.3 Municipal bonds AAAJA3 1.1 Corporate bonds AAAIA3 28.4 Corporate bonds BAAI/BBB 12.3 Corporate bonds N/R 0.6 Bond mutual funds Percent Rating of total TSY/AGY 54.4% AAAIAaa 28.1 AA+/A3 12.6 BBB/Ba2 3.9 N/R 1.0

Concentration of Credit Risk — Fixed income securities guidelines are governed by each manager’s individual management contract. This allows a wide variety of management styles, thus diversifying each portfolio. Combined target allocation for fixed income securities shall be 12% to 28% of the portfolio. Equity investments shall be 39% to 87% of the portfolio with large cap domestics (20% to 35%), small cap domestics (10% to 20%), and international equities (9% to 32%). Domestic real estate securities shall be 9% to 21% of the portfolio. They may be held individually or commingled in mutual funds and investment pools. There are no individual investments greater than 5% with a single issuer. Percent Investment type Fair value allocated

Government securities $ 103,289,402 16.7% Municipal issues 3,027,917 0.5 Corporate bonds 67,111,495 10.9 Domestic equities 211,375,499 34.2 International equities 114,220,648 18.5 Domestic real estate securities 74,598,668 12.1 Cash and cash equivalents 43,647,086 7.1 Total $ 617,270,715 100.0%

44 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Foreign Currency Risk — The City is exposed to foreign currency risk related to international equities. Foreign currency risk is the risk that changes in exchange rates will adversely impact the fair value of an investment. The City does not have policy related to foreign currency risk. All international equities are denominated in U.S. dollars.

(4) Net Assets/Fund Balances The governmentwide and business-type activities fund financial statements utilize a net assets presentation. Net assets are categorized as invested in capital assets (net of related debt), restricted, and unrestricted.

• Invested in Capital Assets, Net of Related Debt — This category groups all capital assets, including infrastructure, into one component of net assets. Accumulated depreciation and outstanding balances of debt that are attributable to the acquisition, construction, or improvement of these assets reduce the balance in this category.

• Restricted Net Assets — This category presents external restrictions imposed by creditors, grantors. contributors, or laws or regulations of other governments and restrictions imposed by law through constitutional provisions or enabling legislation.

• Unrestricted Net Assets — This category represents net assets of the City not restricted for any project or other purpose.

In the fund financial statements, reservations segregate portions of fund balance that are either not available or have been earmarked for specific purposes. The various reserves are established by actions of the Council and management and can be increased, reduced, or eliminated by similar actions. As of December 31, 2009, reservations of fund balance are described as follows:

• Encumbrances — to reflect the outstanding contractual obligations for which goods and services have not been received.

• Inventories — to reflect the portion of assets that do not represent available spendable resources.

• Debt service — to reflect the portion of assets that are held for payment of debt service.

• Perpetual care — to reflect the portion of assets that are held for perpetual care costs.

(5) Special Assessment Note Payable The City obtained a note dated December 18, 2009 to fund the current requirements in the special assessment fund for the purpose of meeting obligations to contractors for work in place that will ultimately be assessed to the benefited property owners. The term of the note is one year, in the amount of $257,000, at an interest rate of 2.91%. The note will be repaid from collections of special assessments.

45 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 1. 2009

(6) Bonds Payable and Other Long-Term Obligations The following is a summary of long-term liability transactions for the year ended December 31, 2009:

Balances at Issuances Retirements Balances at Amount due January 1, or other or other December 31, within one 2009 additions reductions 2009 year

Governmental activities: Bonds payable: General obligation bonds S 509,035,000 64.160,000 41,500,000 531,695,000 26,790,000 Annexed general obligation bonds 49,027,463 — 34,893,269 14.134,194 2,494,194 Special tax revenue bonds 44,000,000 5,555,000 1,730,000 47.825,000 2,315,000 Special obligation bonds 64,490,695 — 1,442,837 63.047,858 1,251,492 Revenue bonds 2,210,000 — 145,000 2.065.000 145,000 Deferred amounts: Unamortized premium 33,331,092 4,653.285 2,177,359 35.807,018 Unamortized discount (105,194) (3.842) (5,883) (103.153) Loss on refunding (34.295,723) (2.347.153) (2,317.620) (34.325.256)

Total bonds payable 667,693,333 72.017.290 79.564.962 660.145,661 32.995.686

Special assessment notes payable 706.000 257.000 706.000 257.000 257.000 Lease-purchase Contracts payable 41,312,246 69.380.500 3,561,578 107.131.168 2.989.698 Notes payable 2.880.803 222,570 2.658.233 229,916 Grants payable 4.775.000 1,025.000 2.600,000 3.200.000 2.825.000 Compensated absences 67,965.074 9.425.534 58.539,540 2.926,977 Workers’ compensation and healthcare claims 20,906,686 5,016.685 25,923,371 10,302,055 Claims and judgments payable 1,917,000 975,565 941,435 941,435 Net pension obligation 76,060,855 33.522,799 109,583,654 Postretirement benefit obligation 35,844,583 18,372,406 54,216,989

Total governmental long-term liabilities 920,061,580 199,591.680 97,056,209 1,022,597,051 53,467,767

Business-type activities: Convention Center Hotel: Revenue bonds 109,750,000 — 109,750,000 315,000 Deferred amounts: Unamortized premium 3.004.823 — 118.417 2,886.406 Loss on refunding (4,236,292) (166.948) (4.069,344)

108.518.531 — (48.531) 108.567,062 315.000

46 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 1, 2009

Balances at Issuances Retiremenis Balances at Amount due January 1, or other or other December 31, within one 2009 additions reductions 2009 year

Parking Facilities Fund: Lease-purchase contracts payable $ 45,755,000 11.660,000 13,330,000 44,085,000 2,470,000 De&rred amounts: Unamortized premium 60,032 7,027 53,005 Unamortized discount (8,109) (80) (8,029) Loss on refunding (208,276) (332.058) (29,078) (511,256) Workers’ compensation and healthcare claims 15,780 15,780 6,271 Pension obligation 43,453 43,453 — Post retirement benefit obligation — 33,059 33,059 —

45,606,756 11,412,125 13,307.869 43,711,012 2,476,271

Sewer Revenue Fund: Revenue bonds 53,295,000 29,975,000 1.175.000 82.095,000 1,900,000 Plus unamortized premium 878,361 72.246 806.115 — Notes payable 34.879,283 — 2.250.876 32.628.407 2,327,438 Special obligation bonds 19,334,305 542.163 18.792.142 563,508 Plus unamortized premium 164,139 4.092 7.314 160,917 — Compensated absences 1,470,268 30.756 1,501.024 75.051 Workers’ compensation and healthcare claims 911.831 160.740 — 1.072.571 426,244 Pension obligation 2,184,420 768.983 — 2.953,403 — Post retirement benefit obligation 1,563,339 683,595 — 2.246.934 —

114.680,946 31.623,166 4.047.599 142.256.513 5,292,241

Nonmajor business-type activities: Lease purchase contracts payable 445.000 25.000 420.000 25.000 Deferred amounts: Unamortized premium 2.325 156 2,169 — Compensated absences 496.730 5.360 31.382 470,708 23.535 Workers’ compensation and healthcare claims 352,889 83,100 — 435.989 173.264 Pension obligation 845.398 355.127 — 1,200.525 — Post retirement benefit obligation 605.030 308,323 — 913.353 —

2,747,372 751.910 56.538 3.442.744 221,799

Total business-type activities 271,553,605 43.787.201 17,363,475 297,977,331 8,305,311

Total all funds $ 1,191,615,185 243,378.881 114.419.684 1,320,574,382 61,773,078

47 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Governmental Activities

Long-term debt at December 3 1. 2009 comprises the following individual issues:

General Obligation Bonds

Effective interest rate First Original payable Series date December 31. Amount issued Issue semiannually due callable 2009

$ 2 I.000.000 12/01/00 Various purpose 4.10— 5.20 2001—2020 2010 $ 1,500.000

24.165,000 12/01/00 (jO. — defeasance bonds 4.10— 5.75 2001 —2017 2010 9,055,000 21,000.000 11/15/01 Various purpose 3.00—4.75 2002—2021 2011 12,600,000

16,000,000 03/01/03 Various purpose 2.75—5.00 2003 — 2022 2013 10930.000

30,175.000 03/01/03 G 0 — defeasance bonds 1.50—4.30 2003 —2021 2013 8,295,000

205,875,000 04/01/04 G 0. — defeasance bonds 5 25 — 5 25 2012—2027 2014 205,875.000

31,660,000 04/01/04 Various purpose — refund series 200—4.50 2005—2024 2014 20.350.000

42,800.000 11/15/05 Various purpose — refund series 400—4.75 2006—2025 2015 34,240,000 26,625,000 10/15/06 Various purpose refund series 400—425 2007—2026 2016 21595,000 46,785,000 10/1507 Various purpose--refund series 4.00—475 2008—2027 2017 43,155,000

75,540,000 10/30/08 Various purpose — refund series 5.00— 5.74 2009— 2028 2018 72,950,000

17,880,000 07/24/08 GO. — defeasance bonds 3,75— 5.00 2009—2025 2018 16,990,000

37,050,000 04/06/09 G 0 — detèasance bonds 3.125 — 5.00 2010— 2025 2019 37,050,000 7,440,000 10/15/09 Various purpose 2.00— 3.00 2010 —2017 none 7,440,000 11,160,000 10/15/09 Variouspurpose 4.229—5.721 2018—2029 2019 11,160,000

8,510,000 10/15/09 GO. — defeasance bonds 2.00— 5.00 2010— 2026 2019 8,510,000

Total general obligation bonds 531,695,000

48 (Continued) ______

CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 1. 2009

General Obligation Bonds

Effective interest rate First Original payable Series date December 31, Amount issued Issue semiannually due callable 2009

Annexed Area Bonds

$ 2.20,000 01/15/04 S.l.D. #203 1.40 — 4.70 2005—2024 2009 $ 90,000 652,852 03/15/91 S.I.D. #235 1.00 1995—2010 None 238,685

285,509 03/15/9 1 S.1.D.#235 — 2010 None 285,509 2,500,000 05/02/06 S.I.D. #272 3.65-4.45 2007—2016 2011 480,000 1,245,000 05/01/08 S.1.D, #353 3.10—4.20 2009—2018 2013 1,185,000 4,350,000 12/15/04 S.I.D. #367 2.50—4.45 2006—2019 2009 275,000 1,150,000 06/15/05 S.I.D. #383 3.10—4.20 2006—2023 2009 50,000

4,250.000 10/15/04 S.1.D. #384 1.90—5 00 2005 — 2024 2008 155,000 3,250,000 03/0 1/05 S.1.D. #391 2.50—440 2006—2019 2010 210,000 1,750,000 01/15/05 S.l.D. #423 2.50—5.20 2005—2025 2010 65,000 1,500,000 06/15/06 S.l.D. #423 400—5.25 2006—2026 2011 90,000 2.950,000 02/15/07 S.1.D. #449 3.75—5 05 2007—2027 2011 255,000 5,100.000 08/15/05 S.1.D. #454 3.20—5.05 2006—2025 2010 190,000 3,000,000 03/15/05 S.I.D. #459 2 80 —5.20 2006— 2025 2010 105,000 2,750,000 06/I 5/06 Si D, #459 415—515 2007—2026 2011 110,000 3.750,000 10/01/07 S ID, #459 4.40— 5 35 2008 —2027 2013 3,475,000 2.000,000 11/15/05 SID #461 3.50— 5.00 2006—2025 2010 65,000 1.000,000 11/01/06 S.[D.#461 4.10— 5.00 2007—2026 2011 960.000 4,150,000 10/01/06 SID.#470 410—515 2007—2031 2011 3,560.000 2,500.000 11/15/06 S ID. #498 4.00— 5 00 2007—2026 2(111 2.250.000 930,000 09/15/05 Various purpose— Elkhorn 3.15—4.55 2007—2024 2010 40,000

Total annexed area bonds 14,134,193

Total general obligation and annexed area bonds $ 545,829,194

49 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 1, 2009

Special Tax Revenue Bonds

Effective interest rate First Original payable Series date December31, Amount issued Issue semiannually due callable 2009

$ 6.195,000 11/02/99 Downtown Northeast Redevelopment Project 4.0%—6.25% 2000—2019 2009 $ 3,875,000 8.670,000 02/01/02 River&ont Redevelopment

Project Series 2002A 5,125 — 5.50 2002— 2031 Various 8,670,000 20,325,000 09/01/04 Performing Arts Complex Redevelopment Bonds 2.50—5.00 2005—2024 2014 18,000,000 1,095,000 12/20/07 Homeland Redevelopment Project Series 2007A 4.00—425 2007— 2016 None 1,095,000 665,000 12/20/07 Homeland Redevelopment Project Series 2007B 4.50— 4.70 2007—2011 None 280,000 4,075.000 12/20/07 Various Projects Redevelopment Series 2007 3 60—5.13 2007—2027 2017 4,060,000 2,000,000 03/25/08 Special Tax Revenue Refunding Series 2008 303—432 2009—2013 None 1,600,000 4,865,000 11/13/08 Special Tax Revenue Redevelopment Series 2008 400—5.25 2009—2028 2018 4,690,000 385,000 10/29/09 Special Tax Revenue

Redevelopment Series 2009A 3 00 201 I — 2012 None 385,000 5,170.000 10/29/09 Special Tax Revenue Redevelopment Taxable

Series 2009A (BAB) I 159—6.022 2010—2023 2019 5,170,000

S 47.825,000

Governmental Activities Revenue Bonds

Effective interest rate First Original payable Series date December 31, Amount issued Issue semiannually due callable 2009

$ 660,000 08/01/99 Highway Allocation 4.40%—520% 2000—2010 2004 $ 110.000 760.000 03/01/04 Highway Allocation 120—365 2004—2014 2009 535,000 1.420.000 09/30/06 Highway Allocation 3.85—4.45 2007—2026 2011 1.420,000

S 2,065,000

50 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Enterprise Funds Revenue Bonds

Effective interest rate First Original payable Series date December 31, Amount issued Issue semiannually due callable 2009

$ 2,010,000 05/20/03 Elkhorn Sewer Revenue 1.25% 3.70% 2003 —2013 2008 $ 860,000 53,170,000 11/15/06 Sanitary Sewer System

Revenue Bonds Series 2006 400— 450 2006 — 2036 2016 51,260,000 109,750,000 05/15/07 Convention Center Hotel Revenue, Series 2007A 400— 500 2010—2035 2017 109,750,000 29,975,000 12/10/09 Sanitary Sewer System Revenue Series 2009B (BAB) 1.04—6153 2010—2039 2019 29,975,000

$ 191,845,000

Special Obligation Bonds — Governmental Activities

Effective interest rate First Original payable Series date December 31, Amount issued Issue semiannually due callable 2009

$ 29,800,000 02/01/02 Riverfront Redevelopment

Project Series 2002A 4,00% — 5.50% 2003 —2032 2012 $ 25,227,858 38,535,000 03/25/08 Riverfront Redevelopment

Refund Series 2008 4.00—6.40 2009 — 2026 None 37,820,000

$ 63,047,858

Business-Type Activities Long-term debt at December 31, 2009 comprises the following individual issues:

Special Obligation Bonds — Business-Type Activities (Sewer Revenue Fund)

Effective interest rate First Original payable Series date December31, Amount issued Issue semiannually due callable 2009

$ 22,200,000 02/01/02 Riverfront Redevelopment

Project Series 2002A 4.00% — 5.50% 2003 —2032 2012 $ 18,792,142

51 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 1. 2009

As of December 31, 2009, the debt service requirements of the City for principal and interest in future years are as follows: Governmental activities Principal Interest Total Years ending December 31: 2010 $ 32,995,686 31,520,429 64,516,115 2011 34,620,878 30,076,048 64,696,926 2012 38,460,264 28,471,214 66,931,478 2013 39,622,515 26,770,909 66,393,424 2014 38,623,363 25,032,153 63,655,516 2015 —2019 187,485,294 98,380,506 285,865,800 2020—2024 171,580,000 53,433,698 225,013,698 2025 — 2029 101,178,459 13,942,602 115,121,061 2030 — 2034 14,200,593 1.116,035 15,316,628 $ 658,767,052 308,743,594 967,510,646

Business-type activities Principal Interest Total Years ending December 31: 2010 $ 2.778,508 9.998,247 12.776.755 2011 2,979.122 9,941,824 12,920,946 2012 3.234,736 9,831,731 13,066,467 2013 3,842,485 9,695,436 13,537,921 2014 3,901,637 9,532,297 13,433,934 2015 —2019 22,619,706 44,739,628 67,359,334 2020 — 2024 29,265,000 38,927,282 68,192,282 2025 — 2029 48,366,541 30,008,392 78,374,933 2030 — 2034 62,729,407 16,003,133 78,732,540 2035 — 2039 30,920,000 2,256,395 33,176,395

S 210,637,142 180,934,365 391,571,507

General obligation bonds have been approved by the voters and issued by the City for various municipal improvements. These bonds represent indebtedness supported by the full faith and credit of the City’.

52 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Notes Payable Notes payable consist of a loan contract between the City and the U.S. Army Corps of Engineers and four loan contracts between the City and the Nebraska Department of Environmental Quality (NDEQ) with interest rates ranging from 3% to 5%. Maturities of the notes payable are as follows: Governmental activities Principal Interest Total Years ending December 31: 2010 $ 229,916 90,877 320,793 2011 237,505 83,288 320,793 2012 245,346 75,447 320,793 2013 148,019 68,130 216,149 2014 153,203 62,947 216,150 2015 —2019 850,349 230,398 1,080,747 2020 — 2024 793,895 70,702 864,597

$ 2,658,233 681,789 3,340,022

Business-type activities Principal Interest Total Years ending December 31: 2010 $ 2,327,438 1,154,947 3,482,385 2011 2,406,636 1,075,748 3,482,384 2012 2,488,565 993,820 3,482,385 2013 2,563,919 909,065 3,472,984 2014 1,487,062 830,408 2,317,470 2015—2019 8,306,007 3,281,343 11,587,350 2020 — 2024 9,968,510 1,618,840 11,587,350 2025 — 2029 3,080,270 121,795 3,202,065 $ 32,628,407 9,985,966 42,614,373

Grants Payable The City has entered into various agreements with not-for-profit organizations to provide grant funds as follows:

2010 $ 2,825,000 2011 250,000 2012 125,000 $ 3,200,000

53 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 1, 2009

Tax Increment Financing Notes and Bonds

At December 31, 2009, $272.3 14.5 18 of tax increment financing notes and bonds was outstanding. The related tax increment districts are not component units of the City; therefore, the City is not liable for the outstanding debt. The creation of the related tax increment district requires that any increase in taxes due to valuation increases following creation of the district, be remitted to the lender. The City’s responsibility for this liability is limited only to remittance of paid taxes.

Tax increment notes and bonds outstanding at December 3 1, 2009 comprise the following individual issues listed as follows and on the following pages: Tax Increment Notes and Bonds Effective Original interest rate December 31, amount Issue at issuance 2009

$ 1.210.000 Riverfront Hotel — Series 1997-2A 4.00% $ 119,000 3,510,000 Riverfront Hotel — Series 1997-lA 6.00 376,000

3,440.000 FNB Data Center — Series 1998 6.25 1.363,000 600,000 FNB Data Center — Series 2004 5.90 164,000 14,515,000 FNB Tower Project — Series I999A 6.965 — 7.675 7,835,000

3,500,000 FNB Tower Project — Series 1999B 6.965 — 7.675 1.885,000 620,000 Child Care Facility Project — Series 2003 5.00 317,400 4,649,620 Riverfront Redevelopment — Series 2A 6.50 720,040 1,420,380 Riverfront Redevelopment — Series 28 6.50 219,960 11,585,000 Convention Center Hotel Redevelopment 2.5 — 4.85 8,765,000 1,464,000 Riverfront Place Redevelopment 2009A 4.05 1,464,000 594,000 Riverfront Place Redevelopment 2009B 7.90 594,000 1,224,000 Westin Aquila 7.00 288,851 581,820 Farnam Park 8,00 197,120 30,000 Kohlls Drug 8.00 38,608 235,000 Midlands Recycling 7.25 304,732 1,725,000 Millard Refrigerated Svc/NE Beef 6.00 1,147,660 181,500 1115 Harney LLP 9.00 170,255 1,135,000 Food Services of America 8.00 1,449,312 290,000 Orchard Manor 9.50 136,405 479,000 Lozier III 7.00 330,125 377,000 Drake Williams Steel 9.25 573,869 540,000 Rivergate Apartments 8.75 220,292 2,650,000 First Data Resources 8.00 2,309,883 94,140 CaIdwell Limited Partnership 10.00 47,917 200,000 Upstream Brewing Co. 10.13 159,784 374,000 Securities Building Ltd. Partnership 8.00 229,068 88,830 Kellom Plaza (26th St. Limited Ptr.) 10.00 26,418 500,000 Premier Place Development 9.25 538,786

54 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Tax Increment Notes and Bonds Effective Original interest rate December 31, amount Issue at issuance 2009

$ 42,885 Ames/Fontenelle LLC 9.00% $ 50,435 1,519,000 Downtown Northeast 8.00 970,494 424,000 Bull Durham 9.00 299,476 110,000 Grace Plaza/Twentieth Plaza 8.50 101,325 139,000 Riverview Meadows 9.00 276,553 195,000 Campus for Hope 2.71 78,969 400,000 American Laboratories 9.00 514,520 7,200,000 Aksarben Future Trust 7.42 3,705,249 419,000 Spagetti Building Development 9.00 213,566 260,000 Quality Refrigerated Services Inc. 8.50 39,581 202,000 Riley Building LLC 8.00 271,261 273,000 Cannonball Express #3 9,00 36,767 243,600 Village Development — Lake Street LLC 8.00 195,151 175,000 Immaculate Conception School 8.00 201,960 180,225 Robbins School LLP 9.00 156,715 76,000 L&R Holdings, LLC 8.50 30,464 790,000 Bemis Company, Inc. 8.50 1,553,959 378,000 Joslyn Lofts Limited Partnership 8.00 408,651 918,400 St. Joseph Terrace Apts. LLC 8.00 711,504 118,000 South Omaha Affordable Housing Corp 8.50 132,261 894,600 707 South 11th Street Limited Prtnr. 7.50 1,014,897 2,087,400 1023 Jones Street LLP 7.25 1,926,180 186,000 E.A. Pedersen Redevelopment 8.00 297,752 180,000 1234 South 13th Street LLC 8.78 339,448 5,972,725 Ames Center/Benson Plaza 8.00 9,105,392 2,098,000 Airlite Plastics Company 7.75 745,864 1,553,000 Hilton Garden Inn 9.00 1,037,649 77,950 Roman Marble Products, Inc. 8.00 86,010 495,000 Abbot Drive Plaza Redevelopment 8.00 944,561 100,000 Meredith Manor 10.00 89,579 285,000 1613 Farnam Street LLC 8.50 190,879 100,000 Cox/Suburban Electric Redevelopment 8.50 104,828 50,000 T&B Properties, LLC 9.50 52,937 71,000 Big Jim’s Plus Gas & Convenience Store 9.375 113,949 4,100,000 Omaha World Herald 9.00 2,944,853 202,000 Chanell Construction 8.00 243,369 238,000 Cohen Squared LLC 8.75 207,723 150,000 Fullwood Square Apartments Ltd Ptnrshp 8.75 199,047 O’Keefe Elevator Company Inc. 285,000 Redevelopment 8.50 177,791

55 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 I, 2009

Tax Increment Notes and Bonds Effective Original interest rate December 31, amount Issue at issuance 2009

$ 307.200 Ames Avenue LLC 8.00% $ 253,159 355,000 Village Development 8.00 344.913 438,000 Turner Park LLC Redevelopment 8.00 512,976 106,800 Bradford Investment Group (Benson) 9.00 213,301 Cintas Group (North Omaha 553,000 Business Park) 8.50 834,816 1,600,000 Drake Court Apts. (710 S 20th LLC) 7.00 1,608.634 602,498 Signa Development Svcs (Omaha Club) 7.50 1,049,727 125,000 Kellom Villa Limited 7.25 109.071 120,000 Kellorn Gardens Limited 7.25 120.197 86,600 Armored Knights 5.00 82,461 1,108,538 Phillips Realty LLC 5.00 896,436

243,000 King’s Heritage Estates 1 8.00 248,699 790,000 1000 Dodge Street LLC 6.50 755,632 1,800,000 Livestock Exchange Building LLC 7.00 1,594,802 580,000 Miami Heights Area Development 5.70 509,758

1,335,000 Greater Omaha Packing 11 6.00 1,449, 176 721,000 Airlite Plastics Company II 6.00 478,867 526,000 California Housing LLC 7.50 637,793 QRS (Quality Refrigerated Svcs) 150,000 Redevelopment II 8.25 210,720 856,000 Hy-Vee, Inc. Redevelopment 7.00 987,407 600,000 Twenty Fourth & Hamilton LLC 7.00 830,284 125,000 701 South I5thLLC 8.00 91,761 2,750,000 Courtland Place No. I LLC 8,00 2,852,234 4,200,000 Riverfront Partners LLC 5.50 4,371,488 I I I I Jones Street LLC (Museum 777,000 Kaneko) 7.00 946,505 450,000 DTG LLC & Jobbers Canyon LLC 7.00 570,229 1,495,000 National Parks Service Redevelopment 5.50 1,199,018 1,840,000 Model ‘T’ Ford Building LLC 7.00 1,796,296 1,000,000 T.S. McShane LLC (P.E. ller Bldg) 7.00 1,696,898 8,490,000 Sorenson Park Plaza Commercial 6.00 9,696,548 510,750 Sutherlands Plaza LLC 6.50 640,688 525,000 U.S. Food Service 8.00 514,050 232,000 The Village at Omaha LP 4.90 244,696 5217 South 28th Street LLC 150,000 Redevelopment 7.00 162,292

108,000 Underwood Properties, Inc. 7.00 112.951 4,000,000 Shamrock Parking LLC 7.50 5.435,638 566,000 BM & 3 Holdings LLC 7.00 638,362

56 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Tax Increment Notes and Bonds Effective Original interest rate December 31, amount Issue at issuance 2009 Rycan, Inc. d/b/a West & Willy $ 389,000 Redevelopment 6.70% $ 465,795 275,000 St Clair Condos LLC 6.00 270,081 983,000 Grover Street Acquisition LLC 7.00 1,299,369 3,440,000 BOCA Development 7.00 3,218,854 3,573,281 Brandeis Lofts LLC Condominiums 7.00 3,784,430 1,950,000 Jackson Lofts LLC Redevelopment 6.50 2,250,298 2,709,950 Benson Park Plaza Redev Phase II 8.00 3,584,342 1,349,000 Bushido University LLC 7.25 1,643,182 239,817 LaCuadraLLC 7.80 270,701 104,000 Nathan LP/Nathan Development LLC 7.50 120,612 1,800,000 River City Lodging LLC 6.00 2,125,994 440,000 The Hill Condo Conversions 7.50 515,113 1,949,000 North Central Group Redev Phase I 7.25 2,324,902 2,315,500 North Central Group Redev Phase II 7.25 2,774,799 160,000 DEEL Investments LLC 8.00 176,770 1,100,000 Kimball Lofts LLC 8.50 1,416,776 2,528,000 DMK Investments LLC 6.50 3,159,439 Townsend Investments (Wallstreet 15,639,284 Towers) 8.50 20,869,265 86,000 CF Studio 6.25 100,116 4,750,000 jLofts Condominiums 7.39 5,601,827 300,000 James Tinsley Villas LLC 7.50 333,046 1,000,000 Downtown Dodge Developers LLC 8.25 1,068,147 415,535 P&A McGill LLC 6.00 477,537 576,000 Columbo LLC (Aksarben Place) 7.50 672,614 1,546,998 Zone 5 LLC (Aksarben Village) 7.50 2,052,656 602,625 Noddle AV2 LLC (Aksarben Project 1A) 7.62 728,559 844,805 Noddle AV3 LLC (Aksarben Project IB) 7.62 1,021,349 1,502,460 Noddle AV4 LLC (Aksarben Project IC) 7,62 2,001,804 Zone Three Commons LLC (Aksarben 406,410 Project ID) 7.62 541,481 S&S Properties LLC (Heartland Scenic 250,000 Studios) 7.50 258,937 RHW Management Inc. (Aksarben 1,370,000 Project 5) 7.50 1,651,513 416,000 Graham Ice Cream Building 8.00 466,583 Broadmoor Development (Aksarben 5,000,000 Project 4) 7.50 6,027,420 Georgetown Properties (Aksarben 2,196,000 Project 3) 7.25 2,645,345

57 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Tax Increment Notes and Bonds Effective Original interest rate December 31, amount Issue at issuance 2009

$ 1,750,000 Ontrack Development LLC 8.50% $ 2,315,393 215,000 Salem Village 8.75 230,857 Giovanna Rows @6th & Pierce 539,000 Redevelopment 8.00 525,773 Dial-Ki nseth Development (Marriott 2,845,646 Residence Inn) 7.50 3,465,580 100,000 Anzaldo Second Addition Redev 8.00 109,506 1.370.000 Caniglia Little Italy LLC Redev 8.00 1.493,827 S&R Development LLC (Metro 487,500 OB-GYN) 5.25 532,996 320,000 Clarinda Condos 8.00 364,764 East Campus Realty (Midtown 37.439,000 Crossing Turner Park) 5.13 41,181,414 DEEL Investments LLC (18th Street 180,000 Row House) 8.00 195,337 Sheppard Heights (Incontro Enterprises 539,000 LLC) 8.00 673,195 Skyline Retirement Community 3,603,000 Development 8.00 4,214,479 Creighton University (Modern 1,642,118 Equipment Company) 6.00 1,857,101 ALDI, Inc. (Sutherlands Plaza 691,000 Redevelopment 681,204 142,000 Sutherlands Plaza LLC 7.50 154,124 4,123,223 South 72nd Street Associates LLC 7.00 4,531,150 420,000 Storage Canada LLC (Dino’s Storage) 8.00 498,836 210,000 Greenview Estates LLC Redevelopment 7.25 229,341 500,000 CCL&B Inc. (Johnstone Supply Co.) 7.50 510,993 1,000,000 DLR AK5 LLC (DLR Group Building) 6.75 1,158,881 245,000 NATA Board of Certification 5.85 252,500 126,200 Omaha Collision Company LLC 7.00 127,434 483,000 Blues Lofts, Inc. Redevelopment 8.00 539.361 1,357,191 Riverfront Compus Developers 11LLC 6.50 1,526,261 171,299 2566 Leavenworth LLC 6.75 191,447 844,000 Building 500 LLC (500 South 18th St.) 7.50 912,698 293,500 No Man’s Land LLC (24th & Paul St.) 6.75 314,586 715,000 ALDI, inc. 715,000 643,000 901 Land LLC 8.00 714,301 387,540 Bakers Supply #2 6.50 406,077 1.200.000 Help the Homeless of the Metro LLC 7.00 1,214,959 1.240.000 Courtland Place No. 2 LLC 8.00 1,407,297

58 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 1, 2009

Tax Increment Notes and Bonds Effective Original interest rate December 31, amount Issue at issuance 2009

$ 12.000,200 Quad Tech LLC (Blue Cross Centre) 7.50% $ 12,958.531 456.187 Gahm’s Block LLC 6.25 483.914 560,000 Forest Hill Properties LLC 7.00 588.031 1,857,000 Zone 5 LLC (Phase II) 8.00 2,000,269 650,000 OMAR-5 LLC 6.50 655,908 $ 272,314,518

Debt Margin/co yenants According to the City Charter, the total amount of general obligation indebtedness (including annexed area bonds) outstanding at any time, which shall include bonds issued, but shall not include bonds authorized until they are issued, shall not exceed 3.5% of the actual value of taxable real and personal property in the City. Debt margin as of December 31, 2009 is calculated as follows:

Debt limit $ 947,719,927 General obligation debt 545.829,194 General debt service fund balance 13,489,712 532,339,482

Debt margin $ 415,380,445

Revenue bonds and certain other long-term obligations are the obligation of specific Enterprise funds and are payable solely from the revenues of the respective funds. Provisions in the revenue bond ordinances contain limitations and restrictions on annual debt service requirements, maintenance of and flow of moneys through various restricted accounts, and minimum amounts to be maintained in various accounts. It is management’s opinion the City is in compliance with all such significant provisions.

In Substance Deft asance

On April 16, 2009, the City issued $37,050,000 of general obligation refunding bonds to provide resources to purchase investment securities that were placed in an irrevocable trust for the purpose of generating resources for all future debt service payments of $37,460,000 of general obligation bonds. As a result, the refunded bonds are considered to be defeased and the liability has been removed from the governmental activities column of the statement of net assets. The reacquisition priced exceeded the net carrying amount of the old debt by $1,743,230. This amount is being netted against the new debt and amortized over the shorter life of the refunded debt or original debt. This refunding was undertaken to reduce total debt service payments over the next 17 years by $1,825, 108 and resulted in an economic gain of $1,736,471.

On October 15, 2009, the City issued $8,510,000 of general obligation refunding bonds to provide resources to purchase investment securities that were placed in an irrevocable trust for the purpose of 59 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

generating resources for all future debt service payments of $8,490,000 of general obligation bonds. As a result, the refunded bonds are considered to be defeased and the liability has been removed from the governmental activities column of the statement of net assets. The reacquisition price exceeded the net carrying amount of the old debt by $603,923. This amount is being netted against the new debt and amortized over the shorter life of the refunded debt or original debt. This refunding was undertaken to reduce total debt service payments over the next 25 years by $904,362 and resulted in an economic gain of $634,964.

On November 19, 2009, the City issued $11,190,000 of lease purchase refunding bonds to provide resources to purchase investment securities that were placed in an irrevocable trust for the purpose of generating resources for all future debt service payments of $1 1,660,000 of general obligation bonds. As a result, the refunded bonds are considered to be defeased and the liability has been removed from the business activities column of the statement of net assets. The reacquisition priced exceeded the net carrying amount of the old debt by $332,058. This amount is being netted against the new debt and amortized over the shorter life of the refunded debt or original debt. This refunding was undertaken to reduce total debt service payments over the next 11 years by $1,440,005 and resulted in an economic gain of $1,180,524.

In prior years, the City defeased certain general obligation and other bonds by placing the proceeds of new bonds in an irrevocable trust to provide for all future debt service payments on the old bonds. Accordingly, the trust account assets and the liability for the defeased bonds are not included in the City’s financial statements. The amount of in substance defeased debt outstanding at December 31, 2009 is shown as follows: General Obligation Bonds

2004 Convention Center Series A $ 105,610,000 2000 Defeasance and Refunding 2,430,000 2000 Various Purpose 11,500,000 2000 Various Purpose 1,500,000 2000 Various Purpose 1,500,000 2005 Various Purpose Elkhorn 780,000 $ 123,320,000

60 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 1, 2009

Annexed Area Bonds

SAD. #272 $ 1,390,000 S.LD. #383 935,000 SAD. #391 2,270,000 S.LD. #423 2,770,000 S.l.D. #454 4,225,000 S.1,D.#449 2,520,000 S.1.D.#459 5,040,000 S.LD. #461 1,700,000 SAD. #470 555,000 S.I.D. #534 2,825,000 24,230,000 Total General Obligation Bonds 147,550,000 Business-Type Revenue Bonds 2001 Convention Center Hotel 101,670,000 Total 101,670.000 Business-Type Lease Purchase Bonds 2000 Parking Facility Bond 3,920,000 Total 3,920,000

Total $ 253,140,000

(7) Leases The City is leasing libraries and other facilities under noncancelable lease-purchase agreements expiring at various times through 2036, at which time title will be conveyed to the City. The net book value of leased assets is approximately $79 million. The rental payments are designed to equal the debt service requirements of certain nonprofit organizations that financed the construction of the facilities. The City has an option to purchase the facilities at any time by paying an amount equal to the total of all remaining unpaid lease obligations to the lessor at that time.

61 (Continued) together The that payments The are

Fiscal Less

2013 2010 2015 2014 2011 2035 2020—2024 2012 2030 2025

determined

expires

City

following

amount

year

with

— —2019 — —

leases

for

2039 2034 2029

ending:

only

2009 the

representing

Total Total

based

schedule

space

present

with

upon

were

minimum

principal

upon

rates in

payment

approximately

value

the

reflects

interest

actual

of

Omaha

obligation

interest

lease

of

Notes

CITY

of

the

future

space

all

payments

Douglas

net

from

to

outstanding

OF

$1,424,920.

occupied

December

under

minimum

minimum

Basic

OMAHA,

1.10%

Civic

capital

Financial

62

by

to

bonds

3

lease

lease

Center

1,

the

7.98%

NEBRASKA

leases

2009

City payments

Statements

of payments

and

the

for

the

Commission.

operation

$ $

as

adjoining

under

of

Governmental

107,131,168 178,365,305

December

71,234,137 25,579.375 40,242,076 28.185,577 31,392,933

activities 10,586,125

7,905,994 8,608,254 8,608,943 8,595,084 8,660,944

the

and

Hall

The

lease

maintenance.

of

annual

31,

purchase

Justice

2009:

rental Business-type

44,505,000 68,789,599 24,284,599

18,359,956 11,044,975 activities

under

Actual

4,381,035 4,554,331 4,548,217 4,544,198 7,305,695 9,497,189 4,554,003

(Continued)

agreements

payments

a

rental

lease CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 1. 2009

(8) Receivables Receivables at December 31, 2009 of the City’s major funds and nonmajor funds in the aggregate, including the applicable allowances for uncollectible accounts, are as follows:

Total Total business flebt governmental Sewer Parking type General service Nonmajor activities Fund Fund Nonmajor activities Total

Receivables — Property taxes 5 69,322,427 50,573,319 5,754,778 125,650.524 — 125.650,524 Telephone occupation tax 2,647,147 — — 2,647,147 — — — — 2,647,147 Hotel motel occupation tax 339,529 — — 339.529 — — 339,529 Vehicle rental occupatton tax 312,944 — — 312,944 — — — 312,944 Cahle TV and Gas franchise fee 1,266203 1.266.203 — — .266.203 — — MUD in lien of tax 896,099 896,099 — 896.099 — OPP[) in lieu of tax 25,175 18.589 2.115 35.879 — 45.879 Motor vehicle tax 698.623 698623 — 698.623 Special assessment 3.675,433 3.359.227 7,034.66t) — -— 7,034.660 — State aid distribution 997,196 997,196 — 997,196 Charges br seivices attd other 5,066,182 — 4.892,544 9.958,726 4,637,129 278,591 124.928 5.040,648 14,999,374

l’otal receivables 8 81.571,525 54.267.341 14,008.664 149,847.530 4.637.129 278,591 124.928 5040.648 154.888,178

Governmental funds report deferred revenues in connection with receivables for revenues not considered available to liquidate liabilities of the current period. At December 31. 2009. the various components of deferred revenue and unearned revenue are as follows: Unavailable Unearned Property tax receivable (general fund) $ 69,322,427 4,894 Property tax receivable (debt service fund) 50,573,319 3.614 Special assessments (debt service fund) 3,675,433 Property tax receivable (other governmental funds) 5,754,778 411 Special assessments (other governmental funds) 3,359,227 Grants (general fund) 1,004,200 Grants (other governmental funds) 20,207,883 2,110,487 $ 153,897,267 2,119,406

0.) (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31. 2009

(9) Employees’ Retirement Plans

Substantially all City employees are covered by one of two single employer contributory defined-benefit retirement plans. The City of Omaha Employees’ Retirement System (the Civilian Plan) and the City of Omaha Police and Firefighters Retirement System (the Uniformed Plan), as described as follows, are accounted for by the city as pension trust funds.

(a) Civilian Plan

Plan Description — The Civilian Plan is a single-employer contributory defined-benefit pension plan. The Civilian Plan provides retirement benefits to plan members and beneficiaries. All eligible City employees, except the following, are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary, and part-time employees; and elected officials who do not make written application. Cost-of-living adjustments are provided to members and beneficiaries at the discretion of the City in accordance with plan provisions. A cost-of-living adjustment currently is provided for members who retired prior to January 28, 1998 after a five-year waiting period. The Pension Board of the City administers the Civilian Plan. The Pension Board is responsible for establishing or amending plan provisions. The Civilian Plan does not issue separate financial statements.

Funding Policy — Effective December 16, 2008, Civilian Plan members are required to contribute, by payroll deduction, 8,325% of their annual covered salary and the City is required to contribute at a rate of 9.525% of annual covered salary. Administrative costs for management of the investment funds are financed through investment earnings. Other administrative costs of the Civilian Plan are paid by the City’s general fund. Contributions to the Civilian Plan totaled $4,639,593 for the employees and $5.3 10.754 for the employer for the year ended December 31, 2009.

Participant Data Membership of the Civilian Plan consists of the following at December 31, 2009:

Number of: Active members 1,120 Service retirements 916 Surviving spouses and children 252 Disabled 93 Deferred vested 84 Total participants 2,465

The Civilian Plan is not subject to either the minimum funding standards of the Employee Retirement Income Security Act of 1974 or the maximum funding standards of the Employee Retirement Income Security Act of 1974 or the maximum funding limitations. Funding standards are actuarially determined using the entry age-normal cost method.

64 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

The information presented in the notes to financial statements and required supplementary information was determined as part of the actuarial valuation at the date indicated. Additional information as of the latest actuarial valuation follows:

Valuation date January 1, 2009 Actuarial cost method Entry age normal method Amortization method Level percent closed Remaining amortization period 23 years Asset valuation method Adjusted value of plan assets 75% of expected value, plus 25% of market value Actuarial assumptions: Investment rate of return 8% per year Projected salary increases Varying 4% to 10% per year Cost of living adjustments Lesser of 3% or $50 per month

Annual Pension Cost and Vet Pension Obligation — The City’s annual pension cost and net pension obligation to the Civilian Plan for the fiscal year ended December 3 1, 2009 are as follows:

Annual required contribution $ 12,893,331 Interest on net pension obligation 1,410,080 Adjustment to annual required contribution (1,565,673) Annual pension cost 12,737,738 Contributions made (5.310,754) Increase in net pension obligation 7,426,984 Net pension obligation, beginning of year (17,626,003) Net pension obligation, end of year $ (25,052,987)

The annual pension costs, the percentage of annual pension cost contributed, and the net pension obligation for 2009, 2008. and 2007 are as follows: Schedule of employer contributions Annual Percentage Net pension of APC pension cost (APC) contributed obligation Fiscal year ended: 2009 $ 12,737,738 42% $ (25,052,987) 2008 9,089,878 59 (17,626,003) 2007 8,794,542 57 (13,910,207)

65 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Basis ofAccounting — The Civilian Plan’s financial statements are prepared using the accrual basis of accounting and are presented as a pension trust fund in the accompanying basic financial statements of the City. Plan member and employer contributions are recognized in the period in which the contributions are due. Benefits are provided based on a percentage of the member’s final average compensation and are recognized when due and payable.

Method Used to Value Investments — Civilian Plan assets are invested in readily marketable securities and are carried at fair value. Investments in securities traded on a national securities exchange are valued at the latest quoted market prices. Unlisted investments are valued at latest quoted market prices.

Funding Status and Funding Progress — The funding status and funding progress is as follows: (‘dollars in millions)

Actuarial UAAL s a Actuarial accrued Unfunded percentage value of liability (AAL) AAL Funded Covered of covered Actuarial assets entry age (UAAL) ratio payroll payroll valuation date (a) (b) (b-a) (a/b) (c) ((b-a)/c)

2009 $ 213.2 402.8 896 52.9°/o $ 55.7 340.4 2008 204 5 387 7 1832 52.7 56.4 324.8

Assets Due from other funds $ 164,315 Receivables: Accrued interest 648,773 Other 1,412 Investments 214,615,619 Total assets $ 215,430,119 Liabilities Accounts payable $ 379,886 Due to other funds 1,830,601 Total liabilities 2,210,487 Net Assets Net assets: Held in trust for pension benefits 213,219,632 Total liabilities and net assets $ 215,430,119

66 (Continued) (b) Funding percentage establishing statements. the beneficiaries plan. and benefits Plan Pension Uniformed Police Fire Fire Net Police Net Additions: Contributions: Deductions: Investment authority Fire assets assets Management Sworn The Description Net Dividends Other Investment Employer Benefit Employee Management Sworn to Board Policy departments Uniformed appreciation plan held held of Plan or at to their payments Net Change Total Total income of the amending in in members negotiate, — and expenses — trust trust the investment annual Uniformed discretion The additions contributions Bargaining interest Plan City (loss): of in in for for Uniformed net and fair the covered Notes CITY covers plan pension pension set, administers assets value City. beneficiaries. income of Plan and provisions. to group the OF all December salary benefits, benefits, Basic of The amend Plan members City eligible OMAHA, investments the Uniformed and Financial 67 is in contribution Cost-of-living The Uniformed beginning end a accordance probationary the 31, single-employer are NEBRASKA of City 2009 Uniformed year required Statements Plan is of Plan. also rates with year provides and adjustments to required Plan plan The for regular contributory Employee contribute, the does Pension provisions. retirement, to employer sworn 14.55 14.57 15.45 15.40% are contribute not rate provided Board by issue defined personnel The payroll disability, and $ $ separate is as City to employees. 204,452,506 213,219,632 benefit responsible follows: 25,250,098 34,017,224 21,563,499 24,066,137 (1,472,372) City members 8,767,126 9,951,087 3,975,010 4,639,593 deduction, 5,310,754 of Council (Continued) and the 20.19 20.17 21.07 2 financial rate 1.02% pension 740 Police death The and has for a CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

In addition. the City will make contributions of $l.327600 annually through 2028. Administrative costs for management of the investment funds are financed through investment earnings. Other administrative costs of the Uniformed Plan are paid by the city’s general fund. Contributions to the Uniformed Plan totaled $15,630,476 for the employees and $22301.608 for the employer for the year ended December 3 1. 2009.

Participant Data

Membership of the Uniformed Plan consists of the following at January 1, 2010:

Number of: Active members 1,437 Service retirements 917 Surviving spouses and children 276 Disabled 248 Deferred vested 7 Total participants 2,885

The Uniformed Plan is not subject to either the minimum funding standards of the Employee Retirement Income Security Act of 1974 or the maximum funding standards of the Employee Retirement Income Security Act of 1974 or the maximum funding limitations. Funding standards are actuarially determined using the entry age-normal cost method.

The information presented in the notes to the basic financial statements and required supplementary information was determined as part of the actuarial valuation at the date indicated. Additional information as of the latest actuarial valuation follows: Valuation date January 1,2009 Actuarial cost method Entry age normal method Amortization method Level percent of pay Remaining amortization period 24 years Asset valuation method Actuarial value of assets One-third of market value, plus two-thirds of expected asset value Actuarial assumptions: Investment rate of return 8% per year Projected annual salary increases varying 4% through 6.5% Final year wage adjustment 10.0% Cost-of-living adj ustments Lesser of 3% or $50 per month ($65 for fire retirements after June 30, 2007)

68 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Annual Pension Cost and Net Pension Obligation — The City’s annual pension cost and net pension obligation to the Uniformed Plan for the year ended December 31, 2009 are as follows:

Annual required contribution $ 50,507.561 Interest on net pension obligation 4,917,174 Adjustment to annual required contribution (5,459,749) Annual pension cost 49,964,986 Contributions made (22,701,608) Increase in net pension obligation 27,263,378 Net pension obligation, beginning of year (61,464,670) Net pension obligation, end of year $ (88,728,048)

The annual pension costs, the percentage of annual pension cost contributed, and the net pension obligation for 2009, 2008, and 2007 are as follows: Schedule of employer contributions Annual Percentage Net pension of APC pension cost (APC) contributed obligation Fiscal year ended: 2009 $ 49,964,986 45% $ (88,728,048) 2008 37,671,425 58 (61,464,670) 2007 34,563,067 60 (45,494,051)

Basis of Accounting — The Uniformed Plan’s financial statements are prepared using the accrual basis of accounting and are presented as a pension trust fund in the accompanying financial statements of the City. Plan member and employer contributions are recognized in the period in which the contributions are due. Benefits are provided based on a percentage of the member’s final average compensation and are recognized when due and payable.

Method Used to Value Investments — Uniformed Plan assets are invested in readily marketable securities and are carried at fair value. Investments in securities traded on a national securities exchange are valued at the latest quoted market prices. Unlisted investments are valued at latest quoted market prices.

69 (Continued) Funding

(dollars

Summary 2008 2009

Receivables:

Accounts Net

Investments

Cash

Receivables: Due

Held

assets: valuation

Accrued

Other Actuarial

from

in

and in

Status

financial

payable

millions.)

trust dale

cash

other

Total Total Total

interest

for

and

equivalents

funds

information

pension

assets liabilities liabilities S

Progress Actuarial value

Notes

CITY assets 405.4 3659

benefits of

and

for

to

OF —

December

net

Basic

the liability

OM

The Actuarial entry

assets accrued

Uniformed 1,0262 (b)

Financial 9476 AHA,

70 (AAL) age funding

Net

Liabilities

31,

Assets

NEBRASKA

2009

Assets

Plan

Statements L (UAAL)

status nfunded AAL (b-a) 620.8 581.7

is

as

and

follows:

funding Funded (a/b) ratio 395% 386 S

progress Covered payroll (c)

$ 103

$ $ $ 99.5 9

is

406,039,100 405,390,038 406,039300 402,655096

2,377,093

as

(Continued)

649,062 649,062

860,952 UAAL percentage of

71,577 74382 ((b-a)/c) payroll

follows: covered 5975% 5846 as a Net Additions: Net Contributions: Deductions: Investment assets assets Net Investment Benefit Employer Employee Dividends appreciation held held payments Net Total Change Total income in in and expenses trust trust investment contributions additions interest (loss): in in for for net fair Notes CITY pension pension assets value income to OF December Basic benefits, benefits, of OMAHA, investments Financial 71 beginning end 3 1, NEBRASKA 2009 of Statements year of year $ $ 405,390,038 365,923,878 39,466,160 93,400,896 47,466,877 38,332,084 53,934,736 55,068,812 22,701,608 (2,144,079) 15,630,476 9,746,014 (Continued) (10)

Capital

Capital

Governmental

Capital Capital

Less

depreciated:

Infrastructure Buildings Infrastructure Machinery Buildings Machinery

accumulated

asset

Cultural Construction Land Assets

assets, assets,

activities:

activity

Total

Total Total Total Governmental

and and not being

assets

not depreciated

capital being depreciation activities net being

depreciation

being

capital equipment equipment capital capital accumulated

being in

depreciated:

for

depreciated depreciated,

progress

assets,

assets, assets, assets,

the

net

year

for:

Notes

CITY

ended

S $

to

OF

1,004,943,276 1.206,945.461

December

Beginning

December

360.362.267 568.847.346 566,499.177 846,583.194 balances 133,044.182 130,435,718 I 181.292,007

Basic

48,634,542

71.598.938 58.360,082

19,482,300

5,833,600

OMAHA,

Financial

72

31,

31,

2009 NEBRASKA

2009

Statements

Increases

45,453,368 46,448,792 39.001,636 32,951,698

51.503.306 is

(6.049,938) 18,473,907 13.188,866 16.201.474 17.386.152

4,326,255 5,054.514 2,376.680

as

follows: —

Decreases

6,775,419

3,688,790 3,688.790 6,886,635 6.886.635 3.444.218 3,577,574

(111.216)

133.356 —

1,043.621,225

1,236,319,585

840.644,472 395.675,113 202.976,753

586.233.498 579,554,687

148,909,625 balances

197.493.481 138.098.696

(Continued)

Ending

49,272.007

59,044,457

70.531.400

5,833,600 Depreciation Capital

Governmental

Convention

Capital Capital Culture Community General Other

Transportation Public Less

depreciated:

Machinery Furniture Buildings i’vlachinery Buildings Furniture

asset

accumulated

Cultural

public

assets, assets, safety

and

Center

government

activity

expense

Total Convention Total Total

Total

and and

activities:

parks development

and and

assets services

being depreciation being assets, not Fund being

Hotel

fixtures fixtures services

capital accumulated capital

depreciation

equipment

equipment being

depreciation

of

capital

was

depreciated

depreciated,

depreciated:

net

Fund:

each

Center

assets, assets,

charged

major

Hotel for:

Notes

CITY

expense

net

to

enterprise

functions/programs

to

OF

$ $ ______

December

Basic —

OMAHA,

Beginning

governmental

65,001,321 64,502,955 71,258,240

81,724,820

17,221,865 balances

3,633,542 3,126,523 6.833,038 6,101,761 7,993,581

fund

498,366

Financial

73

is

3

I,

as

NEBRASKA

2009

follows:

as Statements

follows:

Increases

(1,802,548) (1,802,548)

2,988,307

1,852.169 1,185,759

403,778 417,769 637,096 732,360

130,894 — ______

Decreases — — — — — — —

$ $

39.001.636

19,275,173 12,792,506

3,477,972

1,727,573

63,198,773 62.700,407

20,210,172 82,910.579 71,895.336

balances

(Continued)

950,253

778,159

Ending

3,764,436

3.530,301 6,834,121 9,845.750 7,250,807

498,366 CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009

Beginning Ending balances Increases Decreases balances

Parking Facilities Fund: Capital assets, not being depreciated: Land $ 2,473,344 — 2,473,344

Total capital assets, not being depreciated 2,473,344 2,473,344

Capital assets, being depreciated: Leased buildings 56,439,071 284,999 56,724,070 Buildings 4,567,229 52.956 4,620,185

Total capital assets, being depreciated 61.006,300 337,955 61,344,255

Less accumulated depreciation for: Leased buildings 19,730,286 2,188,934 21,919,220 Buildings 3.796.509 207.809 4,004,318

Total accumulated depreciation 23,526,795 2,396,743 25,923,538

Total capital assets, being depreciated, net 37,479,505 (2,058,788) 35,420,717

Parking Facilities Fund capital assets, net $ 39,952,849 (2,058,788) 37,894,061

74 (Continued) Sewer

Capital Capital

Less

depreciated:

Machinery Infrastructure Machinery Buildings Buildings Infrastructure

Revenue

accumulated

Land Construction

assets, assets,

Total Total Total Total

Sewer

Fund: and and

and and

not depreciation being capital being being not

systems systems

capital capital capital accumulated

depreciation

being equipment equipment

being

Revenue

in

depreciated, depreciated

depreciated:

progress

assets,

depreciated

assets, assets, assets,

Fund

net

for:

Notes

CITY

net

to

OF

$ $

December

Basic

241,903,864 270,654,682 223,229,638 336,476,664 373,099,941 324,633,762 595,288,444

OMAHA,

Beginning

48,466,179 45,783,909

33,713,021

13,712,023 16,907,916

balances

2,682,270

Financial

75

31.

NEBRASKA

2009

Statements

33,115,624 33,115,624 23,919,167 Increases

(9,196,457) 15,537,152

13,853,149

6,340,695

5,553,833

1,158,279

280,432 525,724 506,430

Decreases

2,609,137

2,072,253 2,072,253 8,289,079 8,289,079 8,825,963 8,825,963

536,884 — — — —

394,409,971

314,900,421 277,902,755 242,184,296 237,082,787 592,803,176 342,030,497

34,871,300

76,827,280

79,509,550

balances

(Continued)

2,682,270

5,948,668 Ending 8,588,383 Nonmajor

Capital Capital

Less

depreciated: Machinery Buildings Building Machinery’ Furniture

accumulated

Construction

assets, assets,

Enterprise

Total Nonmajor Total

and

and

and

and and

capital depreciation being

being not

systems

fixtures

systems

capital accumulated

depreciation

equipment equipment

Funds: being

in

depreciated

depreciated:

progress

assets,

Enterprise

assets.

net

for:

Notes

CITY

to

OF

$ $

December

Basic

OMAHA,

Beginning

13,251,564 balances

6.449.348 9,558,419 6,887,596 3,149,714 3,680,441 3,737,882

Financial

85,380

76 12,704

31,

NEBRASKA

2009

Statements

Increases

(211,894)

281,810

128.872 152,938

41,315 41,315 28,601 —

Decreases — — — — —

13,292,879

balances

(Continued)

6,237,454 3,278,586 Ending 7,169,406 3.890,820 9.558,419 3,721,756

113,981

12,704 (11)

Fund

(b,) (a) Fund (c)

Nonmajor Nonmajor Nonmajor Major

Air Convention Golf City Compost Parking Capital Missouri Grants Printing Keno/Lottery Park Douglas Back

deficits

eliminated The receipt Nonmajor operations subsidize construction The The any and The Nonmajor Major

Deficits

Enterprise

Quality

Capital

Operations

Development

to

debt

elimination

various

deficit Parking

Capital Enterprise Special Special

Convention

the

Facilities

and

County

River

Enterprise

of

exist

service

River

Center

the

deferred

Improvement Graphics

of

by Enterprise

Capital

Proceeds

in

Funds:

surface Pedestrian in Projects

Assessment Revenue

Facilities

of

payment

the

fee

Library

the

the

Project

Funds:

of

shortfall. Hotel the

hotel

increases

Center Funds Printing

revenues,

following

Funds fund

parking lots

Funds:

Supplement Funds:

Funds

of

Fund will

Bridge

deficits

this

throughout

Notes

CITY

Hotel

and

and

eliminate

issuance was

funds:

debt

structures.

Graphics,

reduction

in

to

OF

began

established

will

December

the

Basic

OMAHA,

the

this

of

Nonmajor

eliminate

bonds,

operations

Annual Financial

City.

of

Golf deficit.

77

expenses.

3

as

1,

Operations,

Lease

and

NEBRASKA a

this

2009

Capital

Annual

appropriations

tool

Statements

the

in

deficit.

purchase

to

collection

April

Projects

appropriations

manage

Compost,

2004,

debt

from

Funds

of

the

special

The

has

and City’s

the

will

from

been

Air

City

City’s

assessments.

eight

be

the

Quality

issued

accomplished projects

$

City

parking

General

to

Funds

will

28,351,435

2,641,449

8,000,714 5,848,518 5,047.258

1,401,475 1,360,063 1.412,195

(Continued)

finance

that

655.440

284,043

185,561

147,000

structures

41,080 97875

subsidize

Fund

will

by

future

the

the

be

to (12)

Plan they The (‘d,)

eligible considered benefits healthcare Postretirement not No. The Funding agreements with annual plan $410,529. 2009,

issue

385,

City

contribution

based

would

Description

the

sites Nonniajor collection has The fund

the

estimated

in include

the sponsors Omaha separate

Policy

been

City Park

are

benefits

these on

an

accordance

are be

Omaha

a

Other

outside

under

paid

Development

established,

approved

pay-as-you-go

of

Healthcare

medical

acquisitions. Special

Police

requirements

financial

a

premium

deferred

to

single-employer,

$18,265,530 City Postemployment

individual

of

eligible

with

Union

Revenue

and the

Employees

and

statements.

revenues

which

Benefits

depending City

prescription Fund’s provisions

can The

basis

retirees

of Local

Notes

CITY

health

for

and

be

Funds

plan

other

will

and

deficit

Local

from

amended

defined

Benefit 1

No. have

to

.209

OF

and

insurance members

be

December

Nonmajor

on the

established

Basic

coverage.

the 101.

OMAHA,

collected

No. been

their

retirees. is

City the

benefit (OPEB).

a sponsoring

by

Financial

the

251,

result

78

bargaining

selected

self-insures dependents

and

policies.

the

31,

Special

Professional

The

and

Retiree

from

in

healthcare

of NEBRASKA the

Omaha

2009

The

Chapter

the other

rates Statements

as

grantor

City

neighboring

This

Revenue

plan

future

acquisition

group.

contribution

this

up

City

paid

classified

are

plan

is

to difference

Firefighters 23

benefit.

agency.

administered

regional

Council. established

by age

of Retiree

Fund

that

retirees

the

Sanitary

65

of

civilian

provides

For

rates

deficits

two

when

is

parks.

Omaha

Contributions

contributions

Association

the

an

are

through large

vary

by

and

Improvement year

implicit

they

A

substantially certain

will

the

Municipal

from

land

sworn park

ended

would

City.

be

labor

purchases.

of

rate development

postemployment

0%

eliminated

are

for

employees.

The

December

Omaha

negotiations.

be

to

subsidy

made

(Continued)

Districts

2009

Code.

lower

plan

5% Medicare

These

to

Local

of

upon

were

does

than

The

and

All the fee 31,

an

to CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31. 2009

Annual OPEB Cost and Net OPEB Obligation The City’s annual other 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 No. 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 not to exceed 30 years. The remaining amortization period is 29 years. The following table shows the components of the City’s annual OPEB costs for the year, the amount actually contributed to the plan, and the changes in the City’s net OPEB obligation:

Normal cost $ 23,600,000 Amortization of unfunded actuarial accrued liability 13,900,000 Interest on net OPEB obligation 1,520,518 Adjustments to annual required obligation (1.357.605) Annual OPEB 37,662,913 Contributions made by employer (18.265.530) Change in net OPEB obligations 19,397,383 Net OPEB obligation, beginning of year 38,012,952 Net OPEB obligation, end of year $ 57,410,335

The net OPEB cost is allocated to governmental activities, sewer enterprise fund, and other nonmajor enterprise funds.

The annual OPEB costs, the percentage of annual OPEB cost contributed, and the net OPEB obligation for 2009 are as follows: Percentage of Annual OPEB annual OPEB cost contributed Net OPEB Fiscal year ended: 2009 $ 37,662.913 48% $ 57,410,335 2008 37,600,000 41 38.012,952

79 (Continued) (13) Actuarial economical the and fund years. annual volatility of continual Actuarial The actually The exposed perspective the Funded method point. valuation liability Projections assumptions understood regarding assumptions It Self-Insurance Actuarial Actuarial UAAL Covered Funded is plan notes future. funded casualty following the services The Both healthcare assets as is was contributed Status ratio policy except to payroll and revision in the Methods calculated accrued value valuations a actuarial The rates status to by the of of percentage actuarial used. about about funded is all up the manage Unfunded the the benefits table and financial schedule increasing of of for claims include to historical cost of as liability plan The the employer calculations. and Funding future to methods general the the $100,000 assuming actual status shows on accrued the trend its City Assumptions of actuarial assets for for plan statements, a of actuarial probability risks an plan, covered 3.25% or employment, (AAL) of pattern results risk funding financial not of the liability as Progress used decreasing and ongoing the 30 liabilities internally per 7.88% and of Notes CITY of to components In assumptions inflation plan annual the accrued March include are payroll loss of purchase occurrence; the changes presents progress, of for sharing reporting plan initially, to compared and OF plan to March December over and Basic and payments occurrence mortality, helicopters, 1.2008 which techniques assumption. liability the OMAHA, members) in involve multiyear commercial set time the benefit of presented annual included the Financial reduced 1, 80 purposes workers’ aside the the with actuarial is 2009 relative City’s 31, (UAAL) increasing as and City City’s costs of that required estimates NEBRASKA past Instead, assets and follows: 2009 The trend by a actuarial as the Statements events net is insurance are 4% are compensation; to expectations decrements between value include required amortization exposed, annual for OPEB information the healthcare at based designed projected contributions the 4% claim of actuarial far of valuation, City benefits the obligation: OPEB the per for assets, supplementary on into including settlement to to employer and year. the the management investment cost value of about an accrued employee reduce the the cost consistent new risks provided of substantive the ultimate trend. the unfunded whether future. of general for unit estimates in the and of liabilities employer reported the information rate the Amounts health losses effects rate credit plan at believes $ $ $ with Examples general liability, the year, plan the actuarial of of are member 388,500,000 388,500.000 155,900,000 actuarial to for and the return actuarial amounts 5% of are time (the (Continued) made the which 2008 determined benefits. it fund. short-term long-term following subject property, after accident; is accrued of plan 249% amount include and to —% — about value more This each it cost five that and an as to is (14)

environmental; 2008

there $941.435 The The $11.7 Commitments Construction expenditures, City improvement

2009 2008

City

management

City

are

million.

is

as

a

recorded is

participates

follows: possibility

a

Grants.

if

programs.

defendant

and

any,

does

by

antitrust.

that

Community

the

in

not that

may

The

in

a

City

believe

the number a

Changes

be

programs

number

as

Notes

CITY

City’ disallowed

Development

claims

that $

of

to

will

22,171,406 in

OF

19,982,871 Beginning

such of

December

liability

federally

of

are

Basic

the

and

lawsuits

OMAHA,

year

incur

by amounts,

subject

balance

judgments

Financial

granting

81

Block

additional

assisted

3

in

1,

to

of

if NEBRASKA

its

2009

Grant.

any,

financial agencies

claims

47,177,910 57,161,937

Statements

payable,

normal

Current

claims

grant

year

would

losses

Workforce

liabilities

is

programs,

course

and

the

not be

on

City

significant. compliance

determinable

these

of

during

Investment

44,989,375 51,885,632

payments

Attorney

operations.

principally

Claim

lawsuits

the

audits.

fiscal

at

is

Act,

this

of

In

of

Federal

the

The

years

and

addition

time;

approximately

27,447,711

22,171,406

liability

opinion

of

(Continued)

other

amount

End

2009

year

however,

Highway

to

local

that

and

the

of ______

CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 3 1, 2009

(15) Pledged Revenues The City has pledged specific revenues streams to secure the repayment of certain outstanding debt issues. The following table lists those revenues and the corresponding debt issue along with the purpose of the debt, the amount and term of the pledge remaining, the current fiscal year principal and interest on the debt, the amount of pledged revenue recognized during the current fiscal year and the approximate percentage of the revenue stream that has been committed if estimable:

Principal and interest Recognized Percentage for the for the year Amount of of year ended ended revenue Term of revenue December 31, December 31, Issue Type revenue pledged pledged General purpose for debt commitment pledged 2009 2009 Special tax revenue Community redevelopment $ 73,937.244 To finance infrastructure Through 2029 100% $ 3,835,945 2,386,049 redevelopment (series 1999, property tax and capital improvements 2002A, 2002B, 2004, 2007, in redevelopment areas 2007A, 2007B, 2008, throughout the City 2008 refunding, 2009 taxable) Special obligation Cigarette tax, TIP revenues, 143,019,322 To finance infrastructure Through 2032 Various 6,606,026 126,578,072 (series riverfront 2002A, Sewer revenue, land sales, and capital improvements and 2008 refunding) and sales tax in the Riverfront Business Park Highway allocation Street and highway 2,857,910 To finance street Through 2026 100% 236,084 27,572,563 (series 1999, 2004, 2006) gasoline taxes improvements Convention Center Hotel Net operating revenue of 206,269,750 To finance the construction Through 2035 100% 5,192,217 7,065,949 (Series 2007A) the hotel of the Convention Center Hotel Sanitary sewer system Operating revenue of the 196.944,557 To finance the construction Through 2039 100% 7,317,563 43,097,258 (series 2003, 2006, 2009) and sanitary sewer system and rehabilitation of the NE Department of sanitary sewer system Environmental Quality (series C317079, C3l73l9, C317375)

82 (Continued) CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31, 2009 V

(16) Subsequent Events

On May 27, 2010, the City issued City of Omaha Public Facilities Corporation Lease Revenue Bonds in the amount of $33,035,000 bearing interest at 4.24%. Bond proceeds will be used to pay a portion of the costs of acquiring, constructing, furnishing, and equipping a new 25,000-seat City of Omaha Baseball Stadium adjacent to the Qwest Center. In 2009, $65,000,000 of City of Omaha Public Facilities Corporation Lease Revenue Bonds were also issued for the stadium project. The total amount issued for the project is $98,035,000.

The National Collegiate Athletic Association (NCAA) and College World Series of Omaha, Inc (CWS) have entered into a 26-year agreement whereby the NCAA commits to continue to hold the NCAA Division I Men’s College World Series in Omaha, Nebraska and CWS will continue to conduct the event at the new stadium.

The City anticipates that the entire cost of the stadium will be approximately $131,000,000, of which approximately $31,000,000 will be paid from private donations; $2,000,000 will be paid from the future concession agreement with the stadium’s concessionaire; $98,035,000 will be paid from the proceeds of the debt issue. The project is scheduled for completion in early 2011.

(17) MECA (a) Nature of Operations MECA was incorporated under the Nebraska Nonprofit Corporation Act, Neb. Stat §21-1901, et seq. in the State of Nebraska. Formal operations of MECA commenced on August 25, 2000, when the City approved an Agreement and Lease between the City and MECA to implement the Convention Center/Arena Redevelopment Plan, to provide bond funds to MECA, to allow MECA to supervise the design and construction of the Convention Center/Arena Facility, to allow MECA to operate the Convention Center/Arena and Parking Facility for 99 years, and to provide a rnultiyear operating subvention from the City. The agreement and lease required the City to make annual subvention payments to MECA, initially to fund start-up, preconstruction, planning, and other preoperational activities, and thereafter to help offset anticipated annual operating losses. In 2004, MECA amended its agreement and lease with the City to provide for the repayment of construction funds. In 2006, MECA further amended the agreement and lease. Under the amended agreement and lease, the City agreed to transfer to MECA the final subvention amount of $1,815,000 in 2008. No further subvention payments are required under the agreement.

Title to the facility and all related infrastructure assets are vested with the City. Construction activities were principally funded by private donations and general obligation bonds of the City (the Project Funds). Construction costs, bond proceeds, and payments are not reflected in MECA’s financial statements as these assets, liabilities, revenues, and expenditures are accounted for separately by the City. Construction was completed and operations commenced for the Qwest Center Omaha facility during 2004.

In June 2004. MECA Authority’ entered into a facility management services and lease agreement with the City’,to manage and operate the Civic Auditorium, the Music Hall, and the Mancuso Center (collectively referred to as the Civic Auditorium) for a three-year period beginning July 1, 2004. The

83 (Continued) (b)

City operations agreement the allow to payment Reporting the MECA. implement Accounting GASB Omaha with In lease Measurement Summary Revenue The financially financial MECA’s voting require financial essential component contradict pronouncements economic agreements. are revenues Accounting Financial MECA Principles

May

MECA

stadium

those

terms

extent the

and

agreement

MECA

establishes

majority,

2008,

Baseball

the

distinguishes

to

City.

to by

accountability

Recognition

financial

revenues

are statements.

MECA

resources

under

GASB of by

Entity Board allow will

if

Accounting accountable. the

unit. the

inclusion

of

is

the

Amounts

Procedure Sign

the

Standards recorded MECA

to

which

the

expected

Downtown financial Focus

primary

be

through

City

operate

Stadium the

MECA

facility

imposition of

(APR) —

pronouncements.

jflcant National

are

repaid

statements

that

the

MECA

measurement

the

agreement

the

operating entered in

of

Accounting

required —

received

Basis

when

are

criteria

operations

as

to

2013. MECA

GASB. Standards June

issued

the the to

Opinions

accountability

Accounting

operates

Men’s through

for

Notes

CITY —

a

be Omaha

generated Collegiate

cause

is

result

Omaha

transactions

of

a of

into

In

earned 30,

completed are

a

In 25-year

revenues in under

to

will,

recognizes on used

Accounting

to

component College

OF In

the 2012.

its

included March

operating the

focus December

advance at

of

provide

and of

principles Stadium

Basic

addition,

or Board

Baseball

OMAHA, a

fiscal design

and

MECA.

financial Policies from

Sixth

accounting

in Athletic

the

Accounting loss. term.

before

is

and

2006,

by and Financial

determining

of

World

expenses

84 agreement

based

adequate in

primary dependency. are

its

Amendment

Project

(FASB) profits

2011. and

Any

government uses

unit

31, — expenses the

All MECA

generally Stadium

suite

Association, recorded

benefit

MECA

November30.

MECA

NEBRASKA

construction

2009

Series

City’s

the

upon advances other

of

MECA

and

Statements

of

Research

operations. license

are

Plan

parking,

the

accrual

Statements follows

to

the

which

and

to from

revenues

and

several

recorded

Baseball

financial

accounts

as accepted

to financial

City,

by make

organizations

Civic

or

also

the deferred

and

additional

made

the

and

expanding

nonoperating

basis

burden

Bulletins

of

to

organizations

the

Agreement

for

Operating concurrently

club 1989,

advances

criteria

City

Auditorium the

College

provide

and

statements

Championship at

by

for

in

pronouncements

of

and financial

reporting,

Omaha

revenues the

seat

extended

expenses

on

MECA accounting.

the

parking

its

unless

(ARB5)

the

for

including:

Interpretations, time

a

World bond revenues

operations

United to

expenses

and

items.

primary

property

which

Baseball

reporting

as

or

entered

fund

should

during

liabilities

based

they

areas. and

are

Lease the

MECA

a

through

of

Series,

discretely

will

Operating

Under

States

nonoperating.

over

an the Civic

Civic

donation

appointment

government,

conflict are

of

on

currently

the

into

Stadium,

Construction on with

be

organization

be

Committee

purposes.

all

the

Inc.

the those

are a

follows

this

term

the

of

included

Auditorium Auditorium Accounting

agreements (Continued)

held

subvention

the

applicable

life

fair

presented

to

incurred.

revenues

America

funds

method,

with

flow

that

City

of

clarify

and leased

at

of

value

of

The

this

and

the

the

are the

on

or of to to of

to

in

is

a CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31. 2009

of services to be provided to the licensee, as determined by management. Amounts received in excess of the fair value are recorded as donation revenue when received. Advance ticket sales. parking. facility rental deposits, and other event revenue received in advance are initially recorded as deferred revenues, which are recognized as revenues as the events take place or services are provided. Naming rights and advertising revenues will be recognized ratably over the life of the agreements.

Use of Estimates — The preparation of MECA’s financial statements in conformity with accounting principles generally accepted in the United States of America requires MECA’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents — MECA considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable — Accounts receivable consist primarily of amounts receivable from various events. MECA provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. Management regularly reviews the accounts receivable listing to determine uncollectible amounts, at which time, any uncollectible receivables will be written off. Recoveries of accounts receivable previously written off are recorded when received.

(‘apital and Intangible Assets, Net — Capital assets are recorded at cost. Additions, renewals, and betterments are capitalized and recorded at cost. Expenses for maintenance and repairs are expensed as incurred. The cost and related accumulated depreciation of assets retired or sold is removed from the appropriate asset and contra asset accounts, with the resulting gain or loss recognized.

Depreciation is provided in amounts sufficient to relate the cost of the depreciable assets to operations over their estimated service lives on the straight-line method. Building rights are amortized over 15 years, leasehold improvements are depreciated over 2 to 25 years and furniture, fixtures, and equipment are depreciated over 5 to 10 years.

Compensated Absences — Eligible employees are entitled to an all purpose time-off policy to use for vacation, illness or injury, and any personal business. The amount of paid time-off employees receive each year increases with the length of their employment, with a maximum accrual of 35 days. MECA accrues accumulated unpaid time-off pay when earned by the employee.

Net Assets — Invested in Capital Assets. Net of Related Debt — This component of net assets consists of capital assets, net of accumulated depreciation and related debt.

Unrestricted Net Assets — This component of net assets consists of net assets not meeting the definition of invested in capital assets, net of related debt.

Capital Improvements and Repair and Civic Reserves — On June 14, 2007, the MECA Board established a Capital Improvement Reserve to be used to fund future upgrades and improvements to the facility in excess of $100,000. The MECA Board also established a Repair and Replacement

85 (Continued) (c)

profit operating added requirement Reserve The Reserve basis Income MECA’s

tax received that Bank Ruling by Deposits

managing

(UBIT).

Civic

the

net

Deposits

is

to

request

revenues

and

to

allocated

Taxes

profit. the a

reserves and

profit

Auditorium

favorable

be

$330,000

of

reserve

the

Investments

used —

tiled —

$600,000

is MECA’s

operations

derived

at

MECA

to

allocated

for

Capital June Civic Repair

in

FDIC Deposits Money at

ruling

the

to

also

the July

all

the

Capital

30,

Notes

from CITY

per

bank Auditorium

is

coverage

end other

has

and

from

2003.

of improvement

market

Repair

a

2009

to

per

year

Qwest

tax-exempt the

a

of

deposits

replacement

to

OF

the

capitalized

reserve

the

Improvement

bank

December

each The

Total

Basic are Total

Uninsured

facility’s

broken

and

OMAHA,

Repair

Internal

uncol

Center

as

reserve

ruling

fiscal

Replacement

deposits are

deposits

Financial

established,

follows:

reserve

86

lateralized

501(c)(3) out

collateralized

reserve operations

31,

asset

and

Omaha.

found

Revenue and year.

Reserve

NEBRASKA

as

2009

Replacement

purchases

Statements

follows:

Fifteen

that

which

Reserve.

As

nonprofit

Service

are

and MECA

a

at

result

percent

not

$270,000

is

June

$ $

$ $

twenty

that

calculated

(IRS) subject

Reserve,

corporation.

is

of

30,

are

12,061,410 11 12,522,921 11,561,410

lessening

(15%)

4,632,374

7,677,63

this

percent

,673,655

2009

212,916 387,755

500,000

in under

to

to

finding,

response

at

the

with

unrelated

of

as

50%

$100,000.

1

the

(20%)

MECA’s

In

Capital

follows:

a

April

burdens the

of

minimum

to

business

the

of

a IRS

Improvements

2006,

Private

net

Amounts

MECA’s

Civic’s

(Continued)

determined

of

operating

the

funding

income

MECA

Letter

cash

City

net

are ______

CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements

December 3 1. 2009

Investments — As of June 30, 2009, MECA’s investments consist of various government agency discount notes, commercial paper and brokered certificates of deposit. In addition, MECA has various mutual fund investments in a deferred compensation account. MECA management adheres to an investment policy approved by the Board of Directors that describes what types of investments MECA is able to purchase, minimum rating criteria, reporting, and oversight responsibilities. Investments Maturities Credit rating Fair value

Certificates of deposits 7/9/09 — 6/11/10 IDC >or — 200 $ 4,800,000 Commercial paper 8/21/09 A&P-A1 and Moody’s-PI 4,996,099 Government discount notes 11/2/09 — 6/11 / 10 N/A 3,388,791 Mutual funds None N/A 81,396 Total investments $ 13,266,286

(d) Property, Equipment, and Intangible Assets Activity for the year ended June 30, 2009 for property, equipment, and intangible assets and accumulated depreciation and amortization are as follows:

July 1, June 30, 2008 Additions Dispositions 2009

Leasehold improvements $ 4,646.853 549,590 — 5.196,443 Furniture, fixtures, and equipment 8.931,667 242.109 — 9.173.776 Building rights 10,079,196 — 10.079.196 Construction in progress 74.739 — 74,739 23,657,716 866,438 — 24.524.154 Accumulated depreciation and amortization (6,428,290) (1,638,478) (8,066,768) Total $ 17,229.426 (772,040) — 16,457,386

(e) Long- Term Debt MECA’s long-term debt activity for the year ended June 30, 2009 is as follows: Balance Balance June 30, July 1, 2008 Additions Reductions 2009

City $ 6,185.568 — (675,946) 5,509,622 Food service contract 1,631,415 (326,280) 1,305,135 Total $ 7,816,983 (1,002,226) 6,814,757

87 (Continued) Communications of which were Through best The provided intangible Under Debt loan the of MECA. will Baseball

Commitments

Years:

the

TD

2010 2015 2012 2013 2014 2011

City,

loan authorize

efforts

from

service

specifically

construction

terminates

Ameritrade

a

pursuant

—2018

long-term the

is has

by

Stadium

Building

the

to

to

the

amended payments

entered

be

such

contractor

and

raise —

City

repaid

on

identified

International, to

Contingencies

Park

Construction funds

costs Contingencies

contract Rights.

the

September

and

into

for

agreement

for

over

Omaha.

Sixth

to

has

the

for

pay

Notes a CITY

the

be

number

as

for the

been

the

construction

City

over

Amendment paid

a

Inc.

1,

to food

The

10-year source

OF

Baseball

purchase —

and

December

recorded 2018.

and Basic

from TD

to

of

under

OMAHA,

commitments

service

lease

the

agreements

food

Ameritrade

of

period

the

As

Financial

88 Stadium

of

repayment.

City

of

a

to

as

with

a project service

31,

Convention

the

operations,

food

the result,

long-term

of

NEBRASKA

the

2009

the

facility.

Agreement

the

relating Statements

are

service

funds.

contract

Park sum

the City,

contract,

The

estimated

obligation

debt

of

MECA

Center/Arena

Proceeds

Omaha

MECA

to

Naming

equipment

debt $14,000,000

$ $

and

payable

the

which

not

are

design, received

Lease

Principal

agreed

for

2,129,892 6,814,757

from

1,002,226 1,002,226

1,002,241 1,002,226

Rights

to

as

675,946

began

to

and

the

exceed

follows:

Naming

executed the

the

construction

to

to

repayment

a

leasehold

have

in

City

exercise

$4

offset

sale

July

$88,414,487.

million

been

offset Rights

of

June

2003.

additional

Naming

improvements.

good

of

sold

and

9.

Interest

by

1,515,378

interest-free

Agreement,

this

(Continued)

770,108

149,054 149,054

149,054 2008 149,054 149,054

recording

operation

to

faith

MECA

portion

Rights

Qwest

funds

with

and CITY OF OMAHA, NEBRASKA Notes to Basic Financial Statements December 31. 2009

Food Service Contract MECA entered into a long-term contract for food service operations in November 2001. The terms of the contract commit MECA to a 10-year CPI indexed annual payment to the contractor of $691,500 for the year ended June 30. 2009 and 2008. There are incentive provisions in the contract that may result in additional payments to the contractor. Such incentives totaled $172,874 for the year ended June 30, 2009. The remaining cost of such commitments as of June 30, 2009 is as follows:

Years ending June 30: 2010 $ 1,000,000 2011 1,000,000 2012 700,000 2013 400,000

$ 3,100,000

(g) Lease Agreements MECA leases a postage machine from Pitney Bowes Global Financial Services, LLC. Lease expense was $1,036 for the year ended June 30, 2009. The future minimum lease payments under this operating lease as of June 30, 2009 are as follows:

Years ending June 30: 2010 $ 1,130 2011 1.130 2012 188

$ 2,448

(Ii) Employee Benefits MECA has established a 40 1(k) profit sharing plan for all employees. Participants can contribute up to 15% of their pretax compensation, subject to IRS limitations. MECA, at its discretion, may make matching contributions equal to a discretionary percentage of the participant’s elective deferrals to be determined by MECA. Total matching contributions for the year ended June 30, 2009 were $111,367. MECA. at its discretion, may also make profit sharing contributions. No profit sharing contributions were made to the plan during the year ended June 30, 2009.

89 (Continued) (i’) a)

compensated deferred Deferred described $81,396 the annual Effective vendors MECA constructions constructions Project 2009

purpose

is

basis.

as

Oversight

and

has

compensation

in

November Compensation

in

follows:

Section

accordance

is

of

employees.

The been

expenditures

activities

included

providing

value

delegated

Other Constructions 201(2)

Professional

1

8,

plan

by in

of

2004,

with

MECA

Notes

CITY

short-term

expenditures

paid

the debt

deferred of

in

the

the certain its

fiscal

City

to under

and

OF

fees

contributes

Employee

December

Total

established costs Basic

form

OMAHA, of equity

compensation

investments.

oversight

MECA MECA’s

Omaha.

expenditures

of

Financial

90

a

securities

Retirement

31,

Rabbi

a

employees

procedures

specified

NEBRASKA

oversight

2009

MECA

responsibility

Statements

Trust.

for

held

Security

a

disburses

amount

were

responsibility

The

select

in

for

$

$

the

Plan

able

accounts

for

Act

to

group

Rabbi

12,159,605

project

6,258,435 2,295,655 3,605,515

the

to is

TD

and

intended

participate

employees’

for Trust

of

is

Ameritrade

payable.

funds

maintained

the

management

at

year

to

June

to

in

qualify

A

contractors

accounts

ended

a

30,

Park

summary

primarily

nonqualified

or

2009

as

June

Omaha

highly

a

on

plan

was

and

30,

for

an

of 11

REQUIRED SUPPLEMENTARY INFORMATION (Unaudited) This page intentionally left blank CITY OF OMAHA, NEBRASKA Required Supplementary Information (Unaudited) Budgetary Comparison Schedule General Fund

Year ended December 3 I. 2009

Variance with final budget Budeeted amounts positive Original Final Actual (negative) Revenues: Property tax $ 64,378,978 64,378,978 64,773,742 394,764 Motor vehicle taxes 9,020.000 9.020.000 9,299,184 279,184 City sales and use tax 128.087.500 128,087.500 121,309,926 (6.777,574) Business taxes 34,535,095 34,535,095 33,664,179 (870,916) Licenses and penmts 8.437.700 8,437,700 7,125,362 (1.312,338) Intergovernmental revenues 9.869.300 9,869.300 10,321,762 452.462 Charges for services 18,894,974 18.894,974 19,946,262 1,051,288 Interest income 2,825,400 2,825,400 1,195,845 (1,629,555) Rent and royalties 147,000 147,000 130,130 (16,870) Miscellaneous 2,388,692 2,388,692 1,331,891 (1,056,801) Total revenues 278,584,639 278,584,639 269,098,283 (9,486,356) Expenditures: General government: Mayor’s office 1,046,678 1.046.678 971,824 74.854 City clerks 652.928 652.928 569,644 83.284 City council 1.102.228 1.102.228 1.055,643 46.585 Law 3,742.663 3,742,663 3,205,480 537,183 Human resources 1,791,282 1,791,282 1,687,205 104,077 1-lumanrights and relations 887,680 887,680 769,160 118,520 Finance 2,450,432 2,450,432 2,480,074 (29,642) Planning 6,524,621 6,524,621 6,603,010 (78,389) Employee benefits 22,015,412 22,015.412 22.005,057 10,355 Other agencies 34.713,507 34,713,507 27,598,496 7,115,011 Total general government 74.927.431 74,927.431 66,945,593 7.981,838 Public safety: Fire 69.096,544 69,096.544 74.257,000 (5.160,456) Police 94,008.933 94,008,933 93,603,374 405,559 Total public safety 163,105,477 163,105,477 167,860,374 (4,754,897) Public works: Environmental 13,969,565 13,969,565 13,538,561 431,004 Street and highway 1,390,064 1,390.064 2,049,502 (659.438) Total public works 15.359,629 15.359,629 15,588,063 (228.434) Culture and recreation: Parks and recreation 18.576,407 18,576,407 16,977,290 1,599,117 libraries 8,631.805 8,631.805 8,098,422 533,383 Total culture and recreation 27,208,212 27,208,212 25,075,712 2,132,500 Total expenditures 280,600,749 280,600,749 275,469,742 5,131,007 (Deficiency) excess of revenues over expenditures (2,016,110) (2,016.110) (6.371,459) (4,355,349) Net changes in fund balances (2,016,110) (2,016,110) (6,371,459) (4.355,349) Fund balances—beginning ofyear 4,696,1 It) 4,696.110 5.769,575 1,073,465 lapsed encumbrances — 377,365 377,365 Transfers out — — (860,314) (860,314) Transfers in — — 2,958,298 2,958,298

Fund balances — end of year $ 2,680,000 2,680,000 1,873,465 (806,535)

See accompanying notes to budgetary comparison schedule — general fund.

91 (1) (2) years year-end types. expenditure year. The to year and The budget particular and and bonded fund be appropriation. and service-type budgetary revised fiscal personnel In Budgets funds Appropriations Budgetary Reconciliation Budget Revenue be addition. approved accruals are expenditures modified Mayor City are (debt Encumbered paid year subsequent are is carried indebtedness budget and not are general and Charter prepared fiscal prepared services. in when control purposes. service is included also Section by (revenue special Budgetary of the expenditures required accrual forward prior for of the funds year the prepared following fund presented to also Budget-Basis funds certain is for fund) Mayor on nonpersonnel encumbrance assessments that 5.14 to of has in maintained recognition). Under balance”. basis the requires are a by each the the the Accounting are revenue fiscal that already of the for special general and/or presented recorded fiscal City. year-end closing in carried for year the this the shall City accordance year.” the CITY expenditures. City Revenues . fund. year been proprietary and by until City revenue services, Notes was . Year system, fund Charter be City ordinance. provide over general department/division on as Schedule of Therefore, expenditure applied and incurred. Council. the OF determined. These ended and a to Council to encumbrances Omaha’s non-GAAP with funds project cannot Budgetary OMAHA, the to capital purchase and for all fund funds budgets prepare as December The In ensuing — GAAP special Unencumbered principal 92 Expenditures and general General the each addition, is balance be basis outlay, Home as budget Any completed capital amount held orders, Comparison a and NEBRASKA budget are year because revenue fiscal management in similar general fund 3 Fund and Rule and until because prepared and submit 1, encumbrances order presented to projects 2009 year of contracts, basis revenue interest by make to debt or Charter the of appropriations funds, to the fund GAAP grant the to an until the those the fiscal of primarily service. general funds an annual reserve control following reflects different encumbrances accounting payments in exclusive budgets utilized funds requires, ad encumbrances and the year are are valorem fund budget All budget device. a are other on reported the two controlled lapse treatment or for portion category budget on of a expended. in carryover differ canceled. original years cash the all to the tax commitments relevant for at The at the the grant as governmental will the the from general basis levy amendments of subsequent on budgets of of expenditures end City budget end fiscal the normally coming encumbrances a funds expenditures: part, for the project for of (Continued) Council. of applicable obligation a the revenues year revenues for that and a and sinking for into to fiscal fiscal these basis need must fund two the the the the the for A a CITY OF OMAHA, NEBRASKA Notes to Budgetary Comparison Schedule — General Fund Year ended December 31, 2009

All general fund encumbrances are charged to the appropriate accounts at the end of the fiscal year. This allows those funds to be kept separate from the year-end general fund balance. Therefore, when the actual payments to the vendors are required in the following fiscal year, there are general fund moneys available. A reconciliation of the differences between the budgetary versus GAAP is presented as follows: General fund Budget basis: 2008 carryover to 2010 $ 1,873,465 2009 carryover to 2011 Total budget basis 1,873,465 Basis differences: Taxes accrued 22,038,050 Accrued interest 256,480 Encumbrances 3,258,130 Inventories 663,846 GAAP basis $ 28,089,971

(3) Expenditures in Excess of Budget Budgeted expenditures were exceeded in the following departments/divisions: Department/division Amount General fund: Finance $ (29,642) Planning (78,389) Public safety: Fire (5,160,456) Public works: Street and highway (659,438)

93 valuation

valuation

Actuarial

Actuarial

2004 2006 2006 2007 2004 2005 2008 2009

2005 2008 2009 2007

Fiscal

date date

Civilian

2008 Schedules 2004 2007 2006 2009 2005 year

Uniformed

Civilian

ended

$ $

Plan

Actuarial Actuarial

value value

of

assets assets

CITY

Plan

(a) (a)

Required

420.3 453.3 277.1 213.2 507.6 405.4 270.8 294.7 204.5 530.8 365.9 2920

Funding

Plan

Schedule

Year

of of

Schedule

OF

Schedule

ended

liability liability

Progress

(Dollars (Dollars

OMAHA,

Actuarial Actuarial Supplementary entry entry

accrued accrued

of

1,026.0

(b) (b)

December

543.9 882.7 947.6 352.0 36! 402 703 801.1 $ 327.9 387.7 3690

Employer

(AAL) (AAL) of

age 94 age

of

8 8 7

Funding

cost

and

in in

Funding

12,737,738

pension

Annual

6,822,028 6.815,746 6,135,462 8,794,542 9,089,878

NEBRASKA

millions) millions)

Employer

(APC)

Unfunded Unfunded

31,

(tJAAL) (UAAL)

Contributions

AAL (b-a) AAL (b—a)

351.9 250 293.5 620.6

581.7

123.6

189.6 183.2

Progress

Information

69.7

74.9 2009 57.1 74.3

Progress

5

Contributions

(Unaudited)

Funded

Funded

contributed

Percentage

(Unaudited)

ratio (a/b)

ratio (a/b)

of

63.4 64.4 60.! 39.5% 77.3 38.6 (Unaudited) 52.7 78.7 80.7 52.9% 82.6 79.9

APC

$

$

67 65 65 42% 57

59

Covered

Covered

payroll

payroll

(c)

(c)

104.0

$

91

99.6 82.1 86 995

48.2

53.4 56.4 53.2 54.0 55

8 7

7

(13,910,207) (10,090,703)

(25,052.987) (17,626,003)

obligation

(5,778,439) (8,100,275)

pension

(Continued)

Net

percentage

UAAL

of percentage

UAAL

of

((b-a)/c)

((b-a)/c)

pay

payroll

covered

covered

288.6 320.1

353.3 584.6 596.7%

150.5 324.8 340.4%

107.3

140.3 144.6 137.6

roll

as

as

a

a CITY OF OMAHA, NEBRASKA Schedules of Funding Progress and Employer Contributions Year ended December 31, 2009

Uniformed Plan Schedule of Employer Contributions (Unaudited) Annual Percentage ret pension of APC pension Fiscal year ended cost (APC) contributed obligation

2009 $ 49.964986 45% $ (88.728,048) 2008 37,671,425 58 (61,464,670) 2007 34,563,067 60 (45,494,05 1) 2006 30,917,700 65 (31,630,196) 2005 26,145,454 78 (20,884,106) 2004 22,487,399 75 (12,500,861)

Postretirement Obligation Schedule of Funding Progress

(Dollars in millions)

Schedule of Funding Progress (Unaudited)

UAAI. as a Actuarial Actuarial Unfunded percentage value of accrued AAL Covered of covered Actuarial assets liability (AAL) (UAAL) Funded ratio payroll payroll valuation date (a) (b) (b-a) (a/b) (c) ((b-a)/c)

March 1,2008 $ — 388.5 388.5 —% $ 153.6 249% March I, 2006 — 307.5 307.5 — 153.7 200

95 This page intentionally left blank NONMAJOR GOVERNMENTAL FUNDS This page intentionally left blank CITY OF OMAHA, NEBRASKA Combining Balance Sheet Nonmajor Governmental Funds December31, 2009

Total nonmajor Special Debt Capital Permanent governmental Assets revenue service projects funds funds

Cash and pooled investments $ 11,580,781 4,246,522 6,580,567 147,400 22,555,270 Investments 2,011,765 1,592,813 3,128,000 6,732,578 Receivables, net of allowance for uncollectibles 6,250,214 1,005,107 6,753,343 — 14,008,664 Due from other governments 16,318,053 4,569,157 8,838,914 — 29,726,124 Accrued interest 45,834 — 9,980 39,197 95,011 Due from other funds 12,950,956 — 10,620,130 23,571,086 Other assets 498,899 — 498,899 Restricted assets: Deposits with trustee 2,943,147 — 35,607,420 — 38,550,567

Total assets $ 52,100,750 9,820,786 70,502,066 3,314,597 135,738,199 Liabilities and Fund Balances Liabilities: Accounts payable and other $ 7,064,946 5,024 2,070,487 — 9,140,457 Due to other funds 12,997,243 — 10,620,130 — 23,617,373 Unearned revenue 2,110,599 299 — — 2,110,898 Deferred revenue 11,570,653 4,233,926 13,517,309 — 29,321,888 Total liabilities 33,743,441 4,239,249 26,207,926 — 64,190,616 Fund balances (deticits): Reserved for: Encumbrances 10,961,436 — 8,862,461 — 19,823.897 Highways and streets 2,519,869 — 2,519,869 Endowment — — 2,775,389 2,775,389 Debt service — 5,581,537 - 5,581.537 Unreserved, designated for, reported n: Special revenue 5,813,696 — 5,813,696 Unreserved, undesignated reported in: Special revenue (937,692) — — — (937,692) Capital projects — — 35,431,679 — 35,431.679 Permanent — — — 539,208 539,208 Total fund balance 18,357,309 5,581,537 44,294,140 3,314,597 71,547,583

Total liabilities and fund balance $ 52,100,750 9,820,786 70,502,066 3,314,597 135,738,199

See accompanying independent auditors’ report.

96 ______

CITY OF OMAHA, NEBRASKA

Combining Statement otReenues, Expenditures and Changes in Fund Balances Nonmajor Governmental Funds

December 31 2009

Total nonmajor Special Debt Capital Permanent governmental revenue service projects funds funds Revenues: Taxes Property $ 1,598.433 4,356,708 — — 5.955,141 Business 535,927 — — 535,927 In lieu 2,490 — — 2,490 Special assessments —— — 509399 — 509.799 Intergovernmental 31,511.697 — — — 31.511.697 Investment income 187,869 217,624 65.140 470.633 Rents and royalties 48,383 — 48.383 Contributions and grants 38221.155 1.645,561 1,763.180 41.629.896 Revenue from Keno 6,195.196 — — 6.195,196 Charges 6w services 2 1,629.451 825,000 16.598,305 39.052.756 Total revenues 99,930.601 6,827,269 9,088.908 65.140 125.911.918 Expenditures: Governmental activities: General government 5.593.330 258.925 735,705 — 6,587.960 Public safety 13.126.377 — 1.136 — 13,127.513 Transportation services 47.182.613 — 269.340 — 47,451,953 Other public services 1,772.138 — (22,132) — 1.750.006 Community development 20,151.756 90,623 — 20,242,379 Culture and parks 5.353,205 — 87,424 100.289 5,540,918 Debt service: Principal 238.590 3,172,837 706.000 4,117.427 Interest 106,352 5,733,379 305,848 — 6,145,579 Capital outlay: — Other 950,417 1,001,350 — 1,951,767 Public safety 573,075 — 1,051,882 1,624,957 Culture and parks 68,028 — 36,446,952 — 36,514,980 General government — — 103,303 — 103,303 Transportation 3,174,569 — 16,101,652 — 19,276,221 Community development — — 4,989,332 4,989,332 Total expenditures 98,290,450 9,165,141 61,868,415 100,289 169,424,295 Other financing sources (uses): Proceeds from the sale of bonds — 60,000 91,532,000 — 91,592,000 Sale of capital assets — 850,000 484,919 — 1,334,919 Premium on sale of bonds — 15,119 1,311,456 — 1,326,575 Discount on sale of bonds —. — (3,842) — (3,842) Transfers in 370,704 — 698,866 — 1,069,570 Transfers out (6,539,877) — (623,358) — (7,163,235) Total other financing sources (uses) (6,169,173) 925,119 93,400,041 — 88,155,987 Net change in fund balance (4,529,022) (1,412,753) 50,620,534 (35,149) 44,643,610 Beginning fund balance (deficit) 22.886.331 6,994,290 (6,326,394) 3,349,746 26,903,973

Ending fund balance $ 18,357,309 5,581,537 44,294,140 3,314,597 71,547,583

See accompanying independent auditors’ report.

97 (j)

CiD This page intentionally left blank CITY OF OMAHA, NEBRASKA Nonmajor Governmental Funds Special Revenue Funds

Special Revenue Funds account for the proceeds from specific revenue sources that are restricted to expenditures for specified purposes.

Judgment Fund — To accumulate resources for the purpose of providing a means to satisfy judgments, damage claims and related litigation expenses against the City. It is sustained by a Judgment Fund tax levy upon tangible property.

Contingent Liability Reserve Fund — To accumulate resources that provide financial assistance in cases of uninsured or underinsured casualty losses and other liabilities.

Cash Reserve Fund — To reserve money for meeting various City financial emergencies that may arise. The Cash Reserve Fund is sustained by an appropriation of General Fund year-end surplus at the close of any fiscal year. The Cash Reserve Fund may have a balance of up to 4% of the General Fund appropriations.

Public Library Contribution Fund — To accumulate and hold special contributions for the library from outside sources. Funds are generally restricted for specific purposes to enhance library operations. The trust fund includes grants, gifts, State Aid, and contributions from Friends of the Library and the Library Foundation.

Library Fines and Fees Fund — To account for the revenues generated through fees and fines collected by the Library.

Douglas County Library Supplement Fund — To account for the revenue generated by a property tax levy assessed on Douglas County residents living in unincorporated areas. The Douglas County Board passed this levy in 1995 for the purpose of providing countywide funding for the Omaha Public Library System.

Miscellaneous Contribution Fund — To account for money collected and encumbered into this Expendable Trust Fund. These short-term “small funds” are not large enough for the creation of a fund and are established for the sole purpose of private entity or individual contributions for specific usage of funds. Organizations with current-year activity or previous year balances are shown individually on the Organization Sheet.

Keno/Lottery Proceeds Fund — To accumulate resources from the City’s percentage of Keno revenue in the City and account for activities financed with Keno revenues.

SID Administrative Fee Revenue Fund — To collect a 1% fee on Sanitary and Improvement District final construction costs. The City ordinance #36247, passed April 29, 2003, authorized the City of Omaha to collect a 1% fee (1% of final construction costs) from subdivision applications using Sanitary and Improvement District (SID) financing.

Storm Water Fee Revenue Fund — To account for revenues collected from a fee charged to all retail Metropolitan Utilities District customers. The funds are used to implement administrative requirements of the NPDES Storm Water Permit issued by the Nebraska Department of Environmental Quality in 2003. This function is mandated by the Environmental Protection Agency of the Federal Government.

City Street Maintenance Fund — To account for the usage of City motor vehicle registration fees and street cut fees. The City’ Motor Vehicle Registration Fee was increased to $35.00 per passenger vehicle, with a graduated schedule for larger vehicles. The street cut fee, derived from local utility’ companies and contractors, is based

98 (Continued) CITY OF OMAHA, NEBRASKA Nonmajor Governmental Funds Special Revenue Funds

upon the size of the street cut. Use of funds is restricted to street maintenance and repair purposes and their related costs.

Street and Highway Allocation Fund — To account for usage of State shared vehicle user taxes allocated to the City. Usage of fund proceeds is restricted to street maintenance, improvements and related purposes. In addition to the state gasoline tax portion, cities and counties divide an additional 2 cents per gallon as authorized by the 1985 State Legislature.

Interceptor Sewer Construction Fund — To accumulate resources from the Special Sewer Connection Fees charged to new plats outside the City limits within the Papillion Creek Watershed and existing platted lots as they are developed, These fees are used to finance the extension and/or relief of existing interceptor sanitary sewers in the Papillion Creek Watershed Basin.

Community Park Development Fund — To account for the costs of community park acquisition, and park improvements in suburban Omaha. In addition, subdivision agreements include provisions for revenues to be collected from Sanitary Improvement Districts at appropriate debt to value intervals.

Police/FBI Seized Assets Fund — To account for Police/FBI Seized Asset moneys received by the . All forfeited cash, property, and proceeds from the sale of forfeited property shall be used for law enforcement purposes only.

Metro Area Seized Assets Fund — To account for Metro Area Seized Asset moneys received by the Omaha Police Department and used by the Omaha Metro Area Drug Task Force. All forfeited cash, property and proceeds from the sale of forfeited property shall be used for law enforcement purposes only.

State Turn back Revenue Fund — To account for money collected upon adoption of LB 551 by the State Legislature and amended in 2008 by LB 754 and LB 912. The City receives 70% of the state sales tax collected through the Qwest Center Omaha and the Hilton hotel. The majority of these funds are used to repay the Qwest Center debt. The remaining 10% of the City’s revenue from this source is to be distributed for tourism-related purposes in the areas of the City with high concentrations of poverty.

Keno Lottery Reserve Fund — To account for the reserve perpetual fund in accordance with Ordinance No. 34688 passed in 1998. Twenty-five (25%) of all Keno revenue must be credited to this fund until the fund balance reaches $2,370,000. After this reserve fund reaches $3,000,000, 25% of the interest earned stays in the fund, 75% is appropriated as permitted.

Grants Fund — To account for costs associated with activities related to various grants received by the City that are designated for a specific purpose or period of time.

Greater Omaha Convention and Visitors Bureau Fund — To account for the operations of the Greater Omaha Convention and Visitors Bureau, which is a City department established to improve the City’s economy by attracting conventions and visitors.

Household Chemical Disposal Fund — To account for funds related to the collection of household hazardous waste (HHW). In August of 2001, an Interlocal Agreement between Omaha, Douglas and Sarpy counties was executed to establish a regional collection center for HHW.

99 (Continued) CITY OF OMAHA, NEBRASKA Nonmajor Governmental Funds Special Revenue Funds

Development Revenue Fund — To record fees collected on TIF projects in accordance with the City of Omaha Municipal Code, Section 24.150, Fees: Tax Increment Financing Applications, Processing and Administration. Funds received will be used to fund additional staff required to administer the processing of TIF applications.

100 ______

CITY OF OMAHA, NEBRASKA Combining Balance Sheet Nonmajor Special Revenue Funds December 31, 2009

Contingent Public Douglas County Liability Library Library Fines Library Assets Judgment Reserve Cash Reserve Contribution and Fees Supplement Cash and pooled investments $ 2.600.016 928.738 706,259 217.282 Investments 2.011.765 Receivables (net of allowance for uncol lectibles) 1,574.355 997.690 Due from other governments 7,798 Accrued interest 5.379 Due from other funds Restricted assets: Deposits with trustee Total assets $ 4,182.169 997,690 2,945.882 706,259 217,282 Liabilities and Fund Balances Liabilities: Accounts payable and other current liabilities S 3.912 1.500 35.543 Due to other funds 32.583 41.080 Unearned revenue 112 643,205 Deferred revenue 1,573,777 Total liabilities 1,577.801 677.288 — 35,543 41.080 Fund balances (deficits): Reserved for:

Encumbrances — — 3,136 Highways and streets Unreserved, designated for, reported in: Special re enue — 2.604.368 — — Unreserved. undesignated reported in: Special revenue — 320,402 2.945.882 667,580 217.282 (41,080) Total fund balance (deficit) 2,604,368 320,402 2,945,882 670.716 217,282 (41,080) Total liabilities and fund balance 5 4,182,169 997,690 2.945.882 706,259 217.282

See accompanying independent auditors’ report. (Continued)

101 CITY OF OMAHA, NEBRASKA Combining Balance Sheet Nonmajor Special Revenue Funds December 31. 2009

SID Street and Miscellaneous Keno/Lottery Administrative Storm Water City Street Highway Assets Contribution Proceeds Fee Revenue Fee Revenue Maintenance Allocation Cash and pooled investments S 1,833.826 7,061 312,285 342.876 24,250 Investments Receivables ( net of allowance for uncollectibles) 512.280 269,024 1.584,648 286,364 Due from other governments 1.108.050 2.901,742 Accrued interest Due from other funds 4.707.833 Restricted assets: Deposits with trustee Total assets $ 2.346.106 269,024 7.061 312,285 3,035,574 7,920,189 Liabilities and Fund Balances Liabilities: Accounts payable and other current liabilities $ 15.501 387.265 11,451 56,216 4.371.755 Due to other funds 67.320 43.754 Unearned revenue Deferred revenue 502.504 643.434 777.637

Total liabilities 518.005 454,585 — 11,451 699,650 5,193,146 Fund balances (deficits): Reserved for: Encumbrances 337,459 — 32,531 315.543 2.227,555

Highways and streets — — 2.020,381 499,488 Unreserved, designated for, reported in: Special revenue Unreserved. undesignated reported in: Special revenue 1.490.642 — ( 185.561) 7.061 268.303 — Total fund balance (deficit) 1,828,101 (185,561) 7.061 300,834 2,335.924 2,727,043 Total liabilities and fund balance 5 2,346,106 269,024 7,061 312.285 3,035,574 7,920,189

(Continued)

102 CITY OF OMAHA, NEBRASKA Combining Balance Sheet Nonmajor Special Revenue Funds December 31. 2009

Interceptor Community State Sewer Park Police/FBI Metro Area Turn Back Keno lottery Assets Construction Development Seized Assets Seized Assets Revenue Reserve Cash and pooled investments S 1.418.200 304.251 377,417 248.145 225.726 Investments Receivables (net of allowance for uncolleclibles) 11,014 498 Due from other governments Accrued interest 40.455 Due from other funds 8.243,123 Restricted assets:

Deposits with trustee — — 2.943.147 Total assets $ 9.661.323 11.014 304,251 377.915 248.145 3.209.328 Liabilities and Fund Balances Liabilities: Accounts payable and other current liabilities S 50,013 530 14,443 9,525 61,200 Due other to funds — — 2.640.919 — — Unearned revenue Deferred revenue — — 11.014 198 — Total liabilities 50.013 2,652,463 14,443 9323 61,200 Fund balances (deficits): Reserved for: Encumbrances 332,842 269 62,337 49.558 — Highways and streets Unreserved, designated for, reported in: Special revenue 3.209.328 Unreserved, undesignated reported in: Special revenue 9,278,468 (2,641,718) 227,471 318,634 186,945 Total fund balance (deficit) 9,61 1,310 (2,641,449) 289,808 368,192 186,945 3,209,328 Total liabilities and fund balance $ 9,661,323 11,014 304,251 377,915 248,145 3,209,328

(Continued)

103 ______

CITY OF OMAHA, NEBRASKA Combining Balance Sheet Nonmajor Special Revenue Funds December 31. 2009

Greater Omaha Total Convention Household Special and Visitors Chemical Development Revenue Assets Grants Bureau Disposal Revenue Funds Cash and pooled investments $ 946,044 820,089 58,703 209,613 11,580,781 Investments 2,011,765 Receivables (net of allowance for uncollectibles) 952,965 4,216 57.160 6.250,214 Due from other governments 11.705.143 594,720 — 16,318.053 Accrued interest — 45.834 Due from other funds — 12,950.956 Restricted assets: Deposits with trustee 2.943,147 Total assets $ 13.604.752 1,419.025 58,703 266.773 52,100.750 Liabilities and Fund Balances Liabilities: Accounts payable and other current liabilities $ 1,969,607 69,443 6,346 696 7.064,946 Due to other funds 10,169.054 2.084 449 — 12,997.243 Unearned revenue 1,467,282 — 2,110,599 Deferred revenue 7,999.523 5,406 — 57.160 11,570.653 Total liabilities 21,605,466 76,933 6,795 57.856 33,743,441 Fund balances (deficits): Reserved for: Encumbrances 7,240,234 338,575 19,865 1,532 10,961,336 Ilighways and streets 2,519,869 Unreserved, designated for, reported in: Special revenue 5.813.696 Unreserved. undesignated reported in: Special revenue (15.240,948) 1.003,517 32.043 207,385 (937.692) Total fund balance (deficit) (8,000,714) 1,342,092 51,908 208,917 18,357,309 Total liabilities and fund balance $ 13.604,752 1.419,025 58.703 266.773 52,100.750

104 CITY OF OMAHA. NEBRASKA Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Special Revenue Funds December 31, 2009

Douglas Contingent Public County Liability Library Library Fines Library Judgment Reserve Cash Reserve Contribution and Fees Supplement Reventies Taxes Property $ 1.598.433 — — — Business — — ...__ In lieu —

2,490 — — Intergovernmental — — — — — 1,363,496 Investment income — 32,796 — Rents and royalties — — — Contributions and grants — — — — — 629.763 — Revenue from Keno — — Charges for services — — — — 4(18.134 — Total revenues 1.600,923 — 32,796 629,763 408.134 1,363,496 Expenditures: Current General government — 1.012.382 491.524 — Public safety — — — — — Transportation services — — — — — Other public services — — — — — Community development — — — — — Culture and parks — — — — 485,768 437.620 Debt service. 1,652.143 Principal Interest Capital outlay: Other public services — — — — Public safety — — — — — Culture and parks — —

— — — Transportation — — — — .—. — — Total expenditures 1,012.382 491,524 — 485,768 437.620 1.652.143 Other financing sources (uses). Transfers in — 250,000 — Transfers out — — (2.672,915) — —. Total other financing sources (uses) — 250.000 — (2,672.9151 — — Excess revenues over expenditures (net change in fund balance) 588,541 1,241.524) (2.640.119) 143.995 (2(486) (288.647) Beginning fund balance (deficit) 2,015,827 561,926 5,586,001 526,721 246,768 247,567 Ending fund balance (deficit) S 2,604,368 320,402 2,945,882 670,716 217,282 (41,080)

See accompanying independent auditors report (Continued)

los ______

______

CITY OF OMAHA, NEBRASKA Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonnsaior Special Revenue Funds December 31 2009

Sli) Street and Miscellaneous KenofLotterv Administrative Storm Water City Street Highway Contribution Proceeds Fee Revenue Fee Revenue Maintenance Revenues: Allocation Taxes: Property S — — Business —

— — — — lnlieu —

— — — — Intergovernmental — — — —_ — — 27,572,562 Investment income

— —‘ Rents and royalties — — — — — — 13,363 Contributions and grants 1193,340 — Revenue from Keno — — — 166633 — 6,195196 — — Charges for services — — — 54,481 713,732 18,615.633 463,391 Total revenues 1,193.340 6,195,196 54,481 713,732 18,615,633 28,216,049 Expenditures Current: General government 170.703 2.985.231 — — Public safety — — 95,557 966,509 — — Transportation services — — _. — — — 18,709,198 Other public services 28,473,415 — — — 831,592 — Community development 52.144 474.985 163.582 — — Culture and parks — 749.269 1,897.300 — — — Debt service — Principal Interest — 145,000 Capital outlay: — 91,084 Other public services

— — Public safety — — — — — Culture and parks — — — — — — — Transportation —

— — — 3,174,569 Total expenditures 1,067.673 6.324,025 163,582 831,592 18,709,198 31.884,068 Other financing sources (uses): Transfers in 20.704 — — Transfers out — — (35.382) — — — (100,000) Total other financing sources (uses) (14,678) — — (100,000) Excess revenues over expenditures (net change in fund balance) 110.989 (128,829) (109.101) (Il 7,860) (93.565) (3.768.019) Beginning fund balance (deficit) 1,717,112 (56,732) 116,162 418,694 2,429,489 6,495,062 Ending fund balance (deficit) $ 1,828,101 (185,561) 7,061 300,834 2.335,924 2,727,043

(Continued)

106 CITY OF OMAHA, NEBRASKA Combining Statement of Revenues, Expenditures. and Chances in Fund Balances Nonmajor Special Revenue Funds December 31, 2009

Interceptor Community State Sewer Park Police/FBI Metro Area Turn Back Keno lottery Construction Development Seized Assets Seized Assets Revenue reserve Revenue Taxes: Property $ — — Business — — — — In lieu — — — Intergovernmental — — — — — 264.452 — Investment income — — 1.227 1.255 — 52.591 Rents and royalties — — — — Contributions and grants — — — — — 221,517 — Revenue from Keno .“ — — Charges for services —

576,883 469,613 — 237,328 — — Total revenues 576,883 469,613 238.555 222.772 264.452 152.591 Expenditures: Current: General government — Public safety — — 343,980 — 282,415 — Transportation services — — — — Other public services — — — — Community development — — — — — 211.200 — Culture and parks 14,071 — — — Debt service: 117.034 Principal 93.590 Interest 15,268 Capital outlay: Other public services — — Public safety — — — — 189.149 114.660 Culture and parks Transportation — — — — — — Total expenditures — 122.929 533,129 397,075 211,200 117,034 Other financing sources (uses): Transfers in — — — — — Transfers out — 3,481,580) — — — — — Total other financing sources (uses) — 3.481.580) — — — — Excess revenues over expenditures )net change in fund balance) (2,904,697) 346.684 (294.574) (174,303) 53,252 35,557 Beginning fund balance (deficit) 12,516,007 (2,988,133) 584,382 542,495 133,693 3,173,771 Ending fund balance (deficit) $ 9,611,310 (2,641,449) 289,808 368,192 ‘ 186,945 3,209,328

Continued)

107 ______

CiTY OF OMAHA. NEBRASKA Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nomnajor Special Revenue Funds December 31 2009

Greater Omaha Total Cons ention Household Special and Visitors Chemical Development Revenue Grants Bureau Disposal Revenue Funds Revenues Taxes. Property — 1.598,433 Business — 535,927 — — 535,927 In lieu — 2,490 Intergovernmental — 2,311.187 — — 31,511,697 Investment income — 187,869 Rents and royalties 35.020 — 48.383 Contributions and erants 35.649.732 360.170 — 38.221,155 Revenue from Keno 6.195.196 Charges for services 90,156 21.629.451 Total revenues 35.649.732 2,882.134 360.170 90,156 99.930.601 Expenditures Current General government 933.490 5,593,330 Public safety 11,437,916 — 13,126,377 Transportation services 47,182,613 Other public services 555.516 385,030 1,772,138 Community development 16.470,120 2.779,028 — 697 20,151.756 Culture and parks — 5.353.205 Debt service. Principal — 238,590 Interest — 106.352 Capital outlay Other public services 923.417 27,000 — 950,417 Public safety 269.266 — 573,075 Culture and parks 68.028 — 68,028 Transportation 3,174,569 Total expenditures 30,657,753 2,779,028 412,030 697 98,290,450 Other financing sources (uses( Transfers in 100,000 — 370.704 Transfers out (250.000) — 6.539.877i Total other financing sources (uses I (150.000) — (6,169,1731 Excess revenues over expenditures (net change in fund balance) 4.841.979 103.106 (51,860) 89,459 4,529.022 Beginning fund balance (deficit) (12,842,693) 1.238,986 103,768 119,458 22,886,331 Ending fund balance (deficit) $ (8,000,714) 1,332,092 51,908 208,917 18,357,309

(Continued I

108 CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — Judgment Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Property tax $ 1,594,024 1,594,024 1,598,433 4,409 Intergovernmental revenues 2,490 2,490 Total revenues 1,594.024 1,594.024 1,600,923 6.899 Expenditures: Materials and supplies 25,476 25,476 127.842 (102,366) Other services and charges 1.751.691 1.751.691 884,540 867.151 Total expenditures 1.777.167 1.777.167 1.012.382 764.785 Excess (deficiency) of revenues over (under) expenditures (183,143) (183,143) 588,541 771,684 Net change in fund balances (183,143) (183,143) 588,541 771,684 Fund ba1ancesbeginning 1,392,233 1,392,233 1,392,233 —

Fund balances — ending $ 1,209,090 1,209,090 1,980,774 771,684

See accompanying independent auditors’ report.

109 ______

CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — Contingent Liability Reserve Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Miscellaneous $ — Total revenues Expenditures: Materials and supplies 157,699 157,699 177,222 (19,523) Other services and charges 280,301 280,301 315,002 (34,701) Total expenditures 438,000 438,000 492,224 (54,224) Excess (deficiency) of revenues over (under) expenditures (438,000) (438,000) (492,224) (54,224) Other financing sources (uses): Transfers in 250,000 250,000 250,000 Total other financing sources (uses) 250,000 250,000 250,000 Net change in fund balance (188,000) (188,000) (242,224) (54,224)

Fund balances — beginning 1,224,163 1,224,163 1,224,163

Fund balances — ending $ 1,036,163 1,036,163 981,939 (54,224)

See accompanying independent auditors’ report.

110 CITY OF OMAHA, NEBRASKA Budgetary Comparison Schedule Cash Reserve Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Investment income $ 200,000 200,000 32,797 (167,203) Total revenues 200,000 200,000 32,797 (167,203) Expenditures: Materials and supplies Total expenditures Excess (deficiency) of revenues over (under) expenditures 200,000 200,000 32,797 (167,203) Other financing sources (uses): Transfers out (2,672,915) (2,672,915) Total other financing sources (uses) (2,672,915) (2,672,915) Net change in fund balance 200,000 200,000 (2,640,118) (2,840,118)

Fund balances — beginning 5,617,318 5,617,318 5,617,318

Fund balances — ending S 5,817,318 5,817,318 2,977,200 (2,840,118)

See accompanying independent auditors’ report.

111 CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — Library Fine and Fees Fund Year ended December 31. 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Charges for service $ 411,000 411,000 408,134 (2,866) Total revenues 411.000 411,000 408.134 (2,866) Expenditures: Personal services 305395 305.395 305,395 Other services and charges 132.225 132.225 132.225 Total expenditures 437.620 437.620 437.620 Excess (deficiency) of revenues over (under) expenditures (26,620) (26,62 (29,486) (2,866) Net change in fund balance (26,620) (26,620) (29,486) (2,866)

Fund balances — beginning 253,745 253,745 253,745

Fund balances — ending S 227,125 227.125 224,259 (2.866)

See accompanying independent auditors’ report.

112 CITY OF OMAHA. NEBRASKA

Budgetary Comparison Schedule — Douglas County Library Supplement Fund Year ended December 31. 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Intergovernmental revenues $ 1,552.143 1,552,143 1,363,496 (188.647) Total revenues 1.552143 1,552,143 1,363,496 (188,647) Expenditures: Personal services 1,034.621 1,034,621 1,034,621 Other services and charges 617,522 617,522 617,522 Total expenditures 1,652,143 1,652,143 1,652,143 Excess (deficiency) of revenues over (under) expenditures (100.000) (100,000) (288.647) (188,647) Net change in fund balance (100,000) (100,000) (288,647) (188,647)

Fund balances — beginning 289.604 289.604 289,604

Fund balances ending $ 189.604 189,604 957 (188.647)

See accompanying independent auditors’ report.

113 CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — Keno/Lottery Proceeds Fund Year ended December 31. 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Revenue from Keno S 3,637,746 3,637.746 6.195,196 2,557.450 Total revenues 3.637.746 3.637.746 6.195.196 2.557.450 Expenditures: Materials and supplies 94.392 94.392 176,725 (82.333) State and county fees and taxes 1.594.168 1,591.468 2.985.231 (1,390.763) Community development 1,675,140 1,675,140 3,136,268 (1,461.128) Total expenditures 3,364,000 3.364.000 6,298,224 (2,934.224) Excess (deficiency) of revenues over (under) expenditures 273,746 273.746 (103,028) (376,774) Net change in fund balance 273.746 273.746 (103.028) (376,774)

Fund balances — beginning (271,112) (271.112) (271.112)

Fund balances — ending $ 2,634 2.634 (374.140) (376.774)

See accompanying independent auditors’ report.

114 CITY OF OMAHA, NEBRASKA

Budgeta- Comparison Schedule — SID Administrative Fees Revenue Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Intergovernmental revenues $ 110,000 110,000 54,480 (55,520) Total revenues 110.000 110.000 54.480 (55,520) Expenditures: Personal services 217.742 217,742 163,582 54.160 Total expenditures 217.742 217,742 163,582 54,160 Excess (deficiency) of revenues over (under) expenditures (107.742) (107.742) (109.102) (1,360) Net change in fund balance (107.742) (107,742) (109,102) (1,360)

Fund balances — beginning 109,575 109,575 109,575 — Fund balances—ending $ 1,833 1,833 473 (1,360)

See accompanying independent auditors’ report.

115 CITY OF OMAHA, NEBRASKA gç Budgetary Comparison Schedule — Storm Water Fee Revenue Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual ‘negative) Revenues: Charges for service S 735,000 735,000 713,732 (21,268) Total revenues 735,000 735,000 713,732 (21,268) Expenditures: Personal services 76,715 76,715 58,968 I7747 Materials and supplies 622,916 622,916 478,813 144,103 Other services and charges 398,877 398,877 306,602 92,275 Capital outlay 1,561 1,561 1,200 361 Total expenditures 1.100M69 1,100,069 845,583 254,486 Excess (deficiency) of revenues over (under) expenditures (365,069) (365,069) (131,851) 233,218 Net change in fund balance (365,069) (365,069) (131,851) 233,218

Fund balances — beginning 1,532,703 1,532,703 1,532,703 —

Fund balances—ending S 1.167,634 1,167,634 1,400,852 233,218

See accompanying independent auditors’ report.

116 ______

CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — City Street Maintenance Fund Year ended December 31. 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Business tax (includes Keno) $ 15.489.687 15,489,687 15,638,431 148.744 Licenses and permits 2.650,000 2,650,000 2,655,794 5.794 Intergovernmental revenues 300,000 300,000 321,408 21,408 Total revenues 18,439,687 18,439,687 18,615,633 175,946 Expenditures: Personal services 8,652.441 8,652,441 7,987,023 665,418 Materials and supplies 3,482,647 3,482,647 3.214,8 13 267,834 Other services and charges 6,994,962 6,994,962 6.457,013 537,949 Capital outlay 1,423.986 1,423,986 1.314,474 109,512 Total expenditures 20,554.036 20,554,036 18.973.323 1,580,713 Excess (deficiency) of revenues over (under) expenditures (2.114.349) (2,114,349) (357,690) 1.756.659

Net change in fund balances (2.114.349) (2,111,349) (357,690) 1,756.659

Fund balances — beginning 2,286.137 2,286,137 2.286,137

Fund balances—ending $ 171.788 171,788 1,928,447 1,756,659

See accompanying independent auditors’ report.

117 CITY OF OMAHA, NEBRASKA Budgetary Comparison Schedule Street and Highway Allocation Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Licenses and permits $ 1.539 1.539 1.500 (39) Intergovernmental revenues 28,335.411 28,335.411 27,616.405 (719,006) Charges for service 11.749 11.749 11,451 (298) Miscellaneous, rents, and royalties 601.968 601.968 586.693 (15.275) Total revenues 28,950.667 28,950.667 28.216.049 (734.618) Expenditures: Personal services 7.825,601 7,825.601 8.161.427 (338.826) Materials and supplies 19.071.340 19.071.340 19.897.075 (825,735) Other services and charges 4.558,115 4.558,115 4,755.469 (197,354) Capital outlay 1.727.216 1.727.216 1.802.000 (74.784) Total expenditures 33.182.272 33,182.272 34.618.971 (1.436.699) Excess (deficiency) of revenues over (under) expenditures (4.231.605) (4.231,605) (6.402.922) (2.171.317) Other financing sources (uses): Transfers out 100.000 (100.000) Total other financing sources (uses) — — 100.000 (100.000)

Net change in fund balance (4,231,605) (4,231,605) (6.502.922) (2,271.317)

Fund balances — beginning 4,827,566 4,827,566 4.827.566 —

Fund balances—ending $ 595,961 595,961 (1,675.356) (2,271,317)

See accompanying independent auditors’ report.

118 CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — Community Park Development Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Charges for service $ 110,000 110,000 469.613 359.613 Total revenues 110,000 110,000 469.613 359.613 Expenditures: Materials and supplies 14.12() (14,120) Other services and charges 108.328 108,328 108.858 (530) Total expenditures 108,328 108,328 122.978 (14.650) Excess (deficiency) of revenues over (under) expenditures 1.672 1,672 346.635 344.963 Net change in fund balance 1.672 1.672 346.635 344.963

Fund balances — beginning (2,888.599) (2,888,599) (2.888.599) —

Fund balances — ending $ (2.886.927) (2,886,927) (2,541,964) 344.963

See accompanying independent auditors’ report.

119 CITY OF OMAHA, NEBRASKA

l3udgetarv Comparison Schedule — State Turn sack Revenue Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Intergovernmental revenues $ 275.208 275.208 264.452 (10.756) Fotal revenues 275.208 275.208 264.452 (10.756) Expenditures: Other services and charges 275.208 275.208 211.200 64.008 Total expenditures 275,208 275.208 211.200 64.008 Excess (deficiency) of revenues over (under) expenditures 53.252 53,252 Net change in fund balance 53.252 53.252

Fund balances — beginning

Fund balances — ending S — — 53.252 53.252

See accompanying independent auditors report.

120 CITY OF OMAHA, NEBRASKA

Budgetary Companson Schedule — Keno/Lottery Reserve Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Investment income $ 145,698 145,698 152,592 6,894 Total revenues 145,698 145,698 152,592 6,894 Expenditures: Personal services 81,673 81,673 81,673 Other services and charges 35,361 35,361 35,361 Total expenditures 117,034 117,034 117,034 Excess (deficiency) of revenues over (under) expenditures 28,664 28,664 35,558 6,894 Net change in fund balance 28,664 28,664 35,558 6,894 Fund balances—beginning 3,167,015 3,167,015 3,167,015 —

Fund balances—ending $ 3,195,679 3,195,679 3,202,573 6,894

See accompanying independent auditors’ report.

121 CITY OF OMAHA. NEBRASKA Budgetary Comparison Schedule Greater Omaha Convention and Visitors Bureau Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Business tax (includes Keno) $ 2,868,485 2,868,485 536,016 (2.332,469) Charges for service 2.291.302 2.291,302 Miscellaneous 19.950 19.950 54.815 34.865 Total revenues 2.888.435 1888.435 2.882.133 (6.302) Expenditures: Personal services 1.128.152 1,128,152 1.155.669 (27,517) Materials and supplies 1.652,537 1,652.537 1.691844 (40,307) Other services and charges 140.212 140.212 143.632 (3,420) Total expenditures 2,920.901 2,920,901 2,992,145 (71,244) Excess (deficiency) of revenues over (under) expenditures (32.466) (32,466) (110,012) (77.546) Net change in fund balance (32,466) (32,466) (110,012) (77,546) Fund balances—beginning 1.238,986 1,238,986 1.238,986 — Fund balances—ending $ 1,206,520 1,206,520 1.128,974 (77.546)

See acconspanving independent auditors’ report.

122 ______

CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — Interceptor Sewer Construction Fund Year ended December 31, 2009

‘ariance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Licenses and permits $ 1,900.000 1.900,000 576.882 (1,323,118) Total revenues 1,900.000 1,900.000 576.882 (1.323,118) Expenditures: Sewer construction 1,700,000 1,700.000 315.264 1.384,736 Total expenditures 1.700,000 1,700.000 315,264 1.384.736 Excess (deliciencv) of revenues over (under) expenditures 200.000 200.000 261.618 61.618 Other financing sources (uses): Transfers out (3.48 1,580) (3.481,580) Total other financing sources (uses) — (3,481.580) (3.48 1.580)

Net change in fund balance 200.000 200.000 (3.219.962) (3,419,962) Fund balances - beginning 9.555.248 9,555.248 9,555.248 — Fund balances ending $ 9.755.248 9,755.248 6.335.286 (3.419.962)

See accompanying independent auditors’ report.

123 CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — Household Chemical Disposal Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Intergovernmental revenues $ 277,000 277,000 314,364 37,364 Contribution revenue 155,000 155,000 45,807 (109,193) Total revenues 432,000 432,000 360,171 (71,829) Expenditures: Personal services 276,632 276,632 259,485 17,147 Materials and supplies 56,374 56,374 101,828 (45,454) Other services and charges 48,279 48,279 39,765 8,514 Capital outlay 34.972 34,972 27,139 7,833 Total expenditures 416,257 416,257 428,217 (11,960) Excess (deficiency) of revenues over (under) expenditures 15,743 15,743 (68,046) (83,789) Net change in fund balance 15,743 15,743 (68,046) (83,789)

Fund balances — beginning 435,423 435,423 435,423 —

Fund balances—ending $ 451,166 451,166 367,377 (83,789)

See accompanying independent auditors’ report.

124 This page intentionally left blank NONMAJOR DEBT SERVICE FUNDS This page intentionally left blank CITY OF OMAHA, NEBRASKA Nonmajor Governmental Funds Debt Service Fund

The Debt Service Funds are used to account for the resources for, and the payment ot general long-term debt principal, interest, and related costs.

Riverfront Redevelopment Special Tax Fund — To accumulate revenues and pay bond and interest obligations on Redevelopment Bonds. The property tax levy for 2006, 2007. 2008, and 2009 is 0.894 cents per $100 of taxable valuation.

This Redevelopment Debt Service Fund services the following issuances: Name Date of issue Date retired Downtown Redevelopment 1999 2019 2002 Redevelopment (Stockyards & Downtown) 2002 2032 2002 Special Obligation (Riverfront) 2002 2032 2004 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax & Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax & Tax Allocation Revenue Redevelopment B 2007 2011 2008 Redevelopment (Stockyards & Downtown) 2008 2026 2008 Special Obligation (Riverfront) 2008 2013 Riverfront Redevelopment Refunds Series 2008A 2008 2026 Special Tax Revenue Redevelopment 2008 2028 Special Tax Revenue Redevelopment 2009 2029

These bonds are serviced by a variety of revenues sources including Property Tax Revenue, Tax Allocation Revenue, State Cigarette Tax, NRD Miller Park Contribution, Douglas County Miller Park Contribution, and land sales.

125 CITY OF OMAHA, NEBRASKA Balance Sheet Nonmajor Debt Service Fund December 31, 2009

Riverfront Redevelopment Special Assets Tax

Cash and pooled investments $ 4,246,522 Receivables (net of allowance for uncol lectibles) 1,005,107 Due from other governments 4,569,157 Total assets $ 9,820,786 Liabilities and Fund Balances Liabilities: Accounts payable and other current liabilities $ 5,024 Unearned revenue 299 Deferred revenue 4,233,926 Total liabilities 4,239,249 Fund balances (deficits): Reserved for: Debt service 5,581,537 Total fund balance 5,581,537

Total liabilities and fund balance $ 9,820.786

See accompanying independent auditors’ report.

126 CITY OF OMAHA, NEBRASKA Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Debt Service Fund

December 3 1, 2009

Riverfront Redevelopment Special Tax Revenues: Property taxes $ 4,356.708 Contributions and grants 1.645,561 Charges for services 825.000 Total revenues 6,827,269 Expenditures: Current: General government 258,925 Debt service: Principal 3,172.837 Interest 5,733.379 Total expenditures 9,165,141 Other financing sources: Proceeds from the sale of bonds 60,000 Sale of capital assets 850,000 Proceeds from bond premium 15,119 Total other financing sources 925,119 Net change in fund balances (1,412,753) Beginning fund balance 6,994,290 Ending fund balance $ 5,581,537

See accompanying independent auditors’ report.

127 CITY OF OMAHA, NEBRASKA Budgetary Comparison Schedule - Debt Service Fund - Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Property tax $ 47,312,384 47.312,384 46,832,517 (479,867) Licenses and permits 468,702 468,702 463,948 (4,754) Intergovernmental revenues 2,479,828 2.479.828 2,454,676 (25,152) Charges for service 1,320,294 1,320.294 1,306,903 (13,391) Investment income 216,490 216,490 214,294 (2,196) Miscellaneous 27,743 27.743 27,462 (281) Total revenues 51,825,441 51,825.441 51,299,800 (525,641) Expenditures: Materials and supplies 1,023,967 1,023,967 1,023,381 586 Debt service 55,914,200 55,914.200 55,882.227 31,973 Other services and charges 462,565 462.565 462,301 264 Total expenditures 57,400,732 57,400.732 57,367,909 32,823 Excess (deliciency) of revenues over (under) expenditures (5,575.291) (5,575,291) (6,068,109) (492,818) Other financing sources (uses): Proceeds from bond sales — 45.560,000 45,560,000 Payment to escrow agent (48.297.153) (48,297,153) Premium on sale of bonds 3.326.711 3,326,711 Total other financing sources (uses) 589.558 589,558

Net change in fund balance (5,575,291) (5,575.291) (5.478.551) 96,740

Fund balances — beginning 10.453,716 10.453.716 10,453,716 —

Fund balances—ending S 4,878,425 4,878,425 4,975,165 96,740

See accompanying independent auditors’ report.

128 ______

CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — Riverfront Redevelopment Special Tax Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Property tax $ 4.485.073 4,485.073 4.356.707 (128,366) Intergovernmental revenues 1.500,000 1,500,000 1.504.386 4,386 Miscellaneous 1.019.101 1.019.101 966.177 (52.924) Total revenues 7.004.174 7.004.174 6.827.27t) (176.904) Expenditures: Materials and supplies 221,707 221,707 258,925 (37.218) Debt service 7.626.039 7,626.039 8.906.216 (1,280.177) Total expenditures 7.847.746 7,847.746 9,165,141 (1.31 7,395) Excess (deficiency) of revenues over (under) expenditures (843,572) (843,572) (2,337,871) (1,494.299) Other financing sources (uses): Proceeds from sale of bonds 60.000 60.000 Sales of capital assets 850.000 850.000 Proceeds from bond premium 15.119 15.119 Total other financing sources (uses) — 925.119 925.119

Net change in fund balance (843,572) (843,572) (1.412.752) (569,180) Fund balances—beginning 7,265,910 7,265,910 7.265.910 —

Fund balances — ending $ 6,422.338 6,422,338 5,853.158 (569,180)

See accompanying independent auditors’ report.

129 This page intentionally left blank C

C

C

J)

ci) This page intentionally left blank CITY OF OMAHA, NEBRASKA Nonmajor Governmental Funds Capital Project Funds

The Capital Projects Funds account for all resources received and used for the acquisition or development of major capital improvements (other than those financed by proprietary funds and trust funds).

ASARCO/Lewis and Clark Remediation Fund — To develop initial public improvements associated with the conversion of the ASARCO property to a public recreational area, along with other improvements along the riverfront. Improvements will include trails, benches, landscaping, roads, parking lots, and similar public developments. In addition, the agreement requires ASARCO to deposit $1.5 million to be invested by the City to fund long-term remediation costs.

Advanced Acquisition Fund — To account for net proceeds from the sale or exchange of real property. The net proceeds from the sale or exchange of real property not needed for public purposes are to be credited to this fund. Section 5.03 of the Municipal Code permits usage of available funds to facilitate the orderly and timely acquisition of real estate for public purposes as proposed in the master plan.

City Capital Improvement Fund — To account for money supplemented by General Fund appropriations and grants used to fund various city projects.

2006 Environmental Bond Fund — To account for money received through the issuance of a general obligation bond voted on in the May 2006 primary election. Proceeds from the sale of the bond are used toward the cost of construction and improvement of storm, sanitary, and interceptor sewers throughout the City.

2000 Street and Highway 2001 #1 Fund — To account for money received through the issuance of general obligation bonds at the November 2000 general election. Proceeds from the sale of the bonds are used toward the cost of construction and improvements of streets, expressways, freeways, and various bridge improvements throughout the City.

Airport Business Park Development Fund To account for contributions received from developers who request Tax Increment Financing throughout the Downtown Northeast area. This requirement is incorporated in the Redevelopment Agreement between the City of Omaha and the developer when sewer connections are required within the Airport Industrial Park and/or East Omaha Detention Cells. All sewer connection fees within this area are paid by this fund. Other funding is provided by TIF proceeds and the sale of land.

2006 Transportation Bond Fund — To account for money received through the issuance of general obligation bonds in the May 2006 primary elections. Proceeds from the sale of these bonds are used toward the cost of construction and improvement of streets, expressways, freeways, and various bridge improvements throughout the City.

2006 Public Facilities Bond Fund — To account for the construction of projects funded with proceeds from the 2006 Public Facility Bond Authorization. The Bond Authorization amount is $16,410,000.

1998 Training Facility Construction Bond Fund — To account for money received through the issuance of general obligation bonds in the November 1998 primary election. The proceeds from the sale of bonds are used toward the construction of the Public Safety Training Facility.

2006 Public Safety Bond Fund — To account for money received through the issuance of general obligation bonds in the May 2006 primary election. Proceeds from the sale of these bonds will be used for various public

130 (Continued) CITY OF OMAHA, NEBRASKA Nonmajor Governmental Funds Capital Project Funds

safety capital expenditures, including the purchase of aerials. pumpers and emergency vehicle preemption system equipment.

2000 Park and Recreation Bond 2002 #1 Fund — To account for this Capital Project fund which was created due to the November, 2000 Primary Election, the voters authorized the issuance of $10,500,000 of General Obligation Bonds.

2006 Parks and Recreation Bond Fund — To account for the City of Omaha 2006 Bond issue. The City of Omaha citizens voted and approved, in the spring of 2006, to issue $16,930,000 in General Obligation bonds. This money will be used for development and rehabilitation of City of Omaha Parks, and Recreations Centers.

Performing Arts Redevelopment Bond Fund — To account for the funds used to rehabilitate the Performing Arts Center; $450,000 of bonds was issued in 2002, and $21,000,000 was issued in 2004.

Downtown Stadium and Companion Projects Fund — To account for the construction of a new City baseball stadium to be built between 10th and 13th Streets between Cuming and Webster Streets. The City of Omaha Facilities Corporation will issue lease purchase bonds to provide funding. On June 10, 2008 the Omaha City Council adopted Ordinance 38124 approving the Sixth Amendment to the Agreement and Lease regarding the Omaha Convention Center / Arena between the City and MECA (Metropolitan Entertainment & Convention Authority) to provide for the construction and operation.

Pedestrian Trail Bridge — Joint Use Omaha/Council Bluffs Fund — To account for moneys spent towards the operation and maintenance of the Missouri River Pedestrian Bridge. Funds received in this fund may be used towards inspection, operation, and maintenance costs of the crossing bridge.

Stadium Expansion/Improvement Fund — To account for the capital expenditures at Rosenblatt Stadium. The City is operating under an agreement with the NCAA through the year 2010. The agreement requires the city to make substantial capital improvements to Rosenblatt Stadium. These improvements are financed by the issuance of bonds and repaid through the General Fund by the City’s Hotel/Motel Tax.

Missouri River Pedestrian Bridge Fund — To account for the costs associated with the construction of the Missouri River Pedestrian Bridge.

Gallup Campus Construction Fund — The Gallup Campus Construction Capital Projects Fund was established to reflect the construction cost for the Gallup Corporate Campus, research and development, and support facilities. The fund’s purpose in the past few years has been expanded to include a variety of companion, complementary projects in and around the campus area.

Back to the River Project Fund — To track expenditures associated with the Riverfront Trail — NorthINorth Omaha Connector Grant. The City of Omaha received this grant from the Nebraska Department of Roads to construct two major trails; the riverfront trail from ASARCO north to NP Dodge Park and the North Omaha Connector, which will connect this to the Keystone Trail.

131 (Continued) CITY OF OMAHA, NEBRASKA Nonmajor Governmental Funds Capital Project Funds

South Omaha Library Construction Fund — To account for the library that was constructed in conjunction with Metropolitan Community College and the Library Board of Trustees at the South Omaha Campus on the “Q” Street side. Land acquisition and preliminary design began in 2003 and construction was estimated to be completed in 2005 — 2006.

UNMC Infrastructure Improvements Fund — To account for the redevelopment of 42nd Street within the University of Nebraska Medical Center campus. The fund will provide for fully reimbursable expenditures for street and other infrastructure development to the site. The project entails a reduction from 4 to 2 lanes of through traffic creating a pedestrian friendly streetscape. The project has been expanded to include the study of the relocation of Saddle Creek Road to the west permitting development of the previous roadbed into an urban campus.

Downtown Development Fund — To account for the redevelopment of the site known as Pinnacle Foods located across 10th Street from the Qwest Center. The fund represents the City’s exercise of its “right of first refusal” to acquire this prime development property.

Library Facilities Capital Fund — To pay off yearly bond obligations for capital projects to improve facilities of the Omaha Public Library. Phase II of this project would include purchase of land in west central, southwest and northwest Omaha areas. Other projects include the renovation of W. Dale Clark Library, Swanson Branch, and Abrahams Branch.

Washington Library Construction Fund To budget and track costs associated with the Washington Branch Library expansion project, which is planned in the Capital Improvement Program. The fund was created in 2003 and construction was completed during 2005.

Capital Special Assessment Fund — To account for Public Works assessments for sidewalks and sewer repairs done by the city. This is assessed annually for the homeowner with outstanding bills. S.I.D.’s are also billed for street and sewer repairs.

Service Special Assessment Fund — To account for a Parks and Recreation fund to enforce the city codes for weeds, litter, and demolition of buildings. This is assessed annually for the homeowner with outstanding bills.

132 CITY OF OMAHA. NEBRASKA Combining Balance Sheet Nonmajor Capital Projects Funds December 31, 2009

ASARCO/ Airport 1998 Training & Lewis 2006 2000 Street Business 2006 Facility Clark Advanced Cit-v Capital Environmental Highway Park Transportation 2006 Public Construction Assets Remediafion Acquisition Improvement Bond 2001 #1 Development Bond Facilities Bond Bond Cash and pooled investments S 310.453 871.601 — 721.092 218.343 Investments 42.525 378.168 1,592.813 — — — — Receivables (net of allowance for uncollectihies) — — — 363,723 — 300,000 — Due from other governments — — — 1.717,727 552,259 — 3,196,655 — Accrued Interest

2,660 — Due from other fluids — — — 1,704,046 — — 3.147,637 — Other assets 2994,245 — — 39S.899 — — — — Restricted assets — Deposits with trustee — — — — — — — — — Total assets $ 1,905,926 2,575,647 2,580,349 552,259 — 721,092 6,862,645 3,036,770 378,168 Liabilities and Fund Balances Liabilities Accounts payable and other current liabilities S — 154,916 — 12.623 — 1.258.000 — Due to other futtds 35,473 — — 1,71)4,046 234,179 — — — — Deferred revenue —‘ — — 2,081,450 — — — 2,200,346 — — Total habilittes — — 3,940,412 — 246,802 — 3,458,346 35,473 — Fund balattce (deficits): Reserved for Enctunbrances — 664,593 152.879 — 2.048,944 863,317 Unreserved, undesignated reported in: 531,264 Capital projects 1,905,926 2,575,647 (2,024,656) 152,578 — 721,092 1.355,355 2,137,980 (153,096) Total 6usd balance 1,905,926 2,575.647 (1,360,063) 305.457 — 721.092 3.404,299 3,001,297 378.168 Total liabilities and fund balance (deficits) S 1.905,926 2.575.637 2.580.339 552.259 — 721.092 6.862.645 3.036.770 378.168

See accompanytng tndependent auditors’ report. (Continued) CITY OF OMAHA. NEBRASKA (,‘ombining l3alance Sheet Noninajor Capital Projects Funds December 31 2009

Pedestrian Performing Downtown Trail Bridge Missouri 2006 2000 Park and 2006 Parks Arts Stadium and Joint Use Stadium River Public Safety Recreation and Recreation Redevelopment Companion Omaha/Council Espansio& Pedestrian Gallup Campus Assets Bond Bond 2002 #1 Bond Bond Projects Bluffs Improvement Bridge Construction Cash and pooled investments S 1,931,200 26.1 17 480 — Investments 66,304 3.855 1.218, 132 — — — — — — — Receivables (net of allowance for — uncoilectibles) — 92,840 193,364 ..... 65,006 Due from other governments 1.371,249 — —. — — — — Accrued interest — — 2.861,386 — — — — — Due from other funds —. — 8 12,192 — 1.962.000 — — — — — Other assets — — — — — — — Restncted assets — Deposits with trustee 155,163 ‘— — — 32,138,188 — 75,744 —. Total assets S 2,898,555 118,957 2,155,844 — 32,138,188 66,304 144,605 4.232,635 1,218,132 Liabilities and Fund Balances Liabilities Accounts payable and other current liabilities S — 26.292 202,479 — 33,087 839 — Due to other funds l,000 — — —. — — 511,185 — — Deferred revenue 5.109,647 —‘ — 92,665 137,174 — .— — 65,006 4.169,246 — Total liabilities — 118,957 339,653 — 554,272 839 65,006 9.279,893 — Fund balance (deficits) Reserved fur: Encumbrances 1,146,235 — 1,818,3% — 139.439 —‘ — Unreserved, imdesignated reported in: 230,140 l12.98t Capital projects l,752,320 — (2,205) — 31.444,477 65,465 79,599 (5,277,398) l,105,l5l Total fimd balance 2,898,555 — l,8l6,l9l 31,583,916 65,465 79,599 (5,047,2581 l,2l8.132 Total liabilities and hind balance (deficits) S 2,898,555 l18,957 — 2,155.844 32,138,l88 66,304 143,605 4,232,635 1,218,132

(Continued)

134 CITY OF OMAHA. NEBRASKA (‘onshinmg Ralance Sheet Nonmajor Capital Projects Funds December 31, 2009

South Omaha UNMC Library Washington Capital Total Back to the Library Infrastructure Downtown Facilities Library Special Service Special Capital Assets River Project Construction Improvement Development Capital Construction Assessment Assessment Projects Cash and pooled investments S — — 336,927 — lnsestmeitts — 455,370 6,580,567

— — — — — 1592.813 Receivables (net of allowance for uncollectibles) .006,482 1452 — 1.429.246 1.929.981 6.53.343 Due from other govemments 405,713 75,556 Accrued interest — 26,360 3,258 8.838,914 —. — Due from other funds — 6,909 41 I 9,980

“. — Other assets — 10,620,130

— —. — — Restricted assets: ‘— 498,899 Deposits with trustee — 352.371 — — — 2.885.954 — — 35,60’.420 Total assets $ 1,412.195 352,371 75,556 338,379 2.885,954 — 1,462.515 2.389.020 70.502,066 Liabilities and Fund Balances Liabilities: Accounts payable and other current liabilities S 345 135,356 75.556 14.420 37,087 — 72.744 270 2,070.487 Due to other funds 1.411,850 66,828 — — 966,430 — Deferred revenue 615,965 — 10.620.130 — 1,412,195 — — — — 1.429.246 1.929,981 l3,5l,S09 Total liabilities 2.824,390 202,184 75.556 14.420 1,003.517 — 2,117,955 1,930,251 26.20’,926 Fund balance (deficits): Reserved for: Encumbrances 85,753 3,782 — 18,205 744,268 — 302.265 — Unreserved, undesignated reported in 8,862,461 Capital projects (1.497,9483 146,405 — 305,754 1,138,169 —. (957,705) 458.769 35.431,679 Total fund balance I 1.412.195) 150.187 — 323,959 1,882,337 — (655.430) 458.769 44.294.140 Total liabilities atid fund balance (deficits) S 1,412,195 352,371 75,556 338,379 2,885,954 — 1,462,515 2,389,020 70,502.066

135 ______

______

CITY OF OMAHA, NEBRASlA Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Capital Projects Funds December SI, 2009

ASARCO/ Airport 1998 Training Lewis & 2006 2000 Street Business 2006 Facility Clark Advanced City Capital Environmental l1ighwa Park Transportation 2006 Public Construction Remediation Acquisition Improvement Bond 2001 #1 Development Revenues Bond Facilities Bond Bond Special assessnsents S — — — — — — — Investment income — — 82,770 — — — — — Contributions and grants — — — 1,675,518 — — — Charges for services — — — — 1,221,671 — — 7996,785 — — Total revenues 82,770 — l,675.5l8 1.221.671 — — ‘.996.7S5 — — Expenditures CutTent General govenimetit — 117,404 Public safety — — 1,136 Transportation services — — Other public services — (25,547) Community development 39.650 — Culture and parks — — — Debt service. — Principal Interest Capital outlay Other public sernces — 1.001.350 — — — Public safety — — — — — Culture and parks — — 373.551 678.331 — 59,563 — — — — — Gemseral govemnieni 305,928 — — — 103,303 —. — — .— — Transportation — — — 2.217,776 —. — — 13,405,712 (‘omntuniiydevelopinent 242,605 — — — — — — — l0,I42 Total expenditures — 99.213 2.439.619 1.001.350 (25.547) — 13.405.712 932.226 678.331 Other financing sources (uses): Transfers in — — — —. — — 19.722 — Transfers Out — — — — (19,722) — Sale of capital assets — — — 484,919 — Proceeds from the sale of bonds — — — — — — — 9.200.000 Proceeds from bond 1.600,000 — premium — —. — 27.790 — — Discount on sale of bonds — — — — — — -‘— —‘— —‘- — Total other finatictng sources (uses) 484,919 27,790 —. 119.722) — 9,219,722 1.600,0)10 Excess revenues over expenditures (net change in thud balances) 82,770 385,706 )736,3 II) 220.321 5,825 — 3,810,795 667,774 (678,331) Fund balances (deficits)- beginning 1,823,156 2.189.941 (623.7521 85.136 (5.825) 721.092 (406,496) 2.333.523 1.056.399 Fund balance (deficits) — endittg S 1,905.926 2.575.647 (1.360.063) 305.457 — 721.092 3,404.299 3.001.297 378,168

See accompanying independent auditors’ report. (Continued)

136 ______

______

CITY OF OMAHA, NEBRASKA (ombmtni, Statement of Revenues Expenditures and Chances m Fund Balances Nonmaor Capital Protects Funds December 3, 2009

Pedestrian Performing Downtown Trail Bridge Missoun 2006 2000 Park and 2006 Parks Arts Stadium and Joint I’se Stadium Riser Public Safet Recreation and Recreation Redevelopment Companion Omaha/Council Expansion! Pedestrian Gallup Campus Bond Bond 2002 #1 Bond Bond Projects Bluffs Revenues, Improvement Bridge Construction Special assessments $ — — — Investment income — — — — — — 40,347 — l71 — Contributions and crams — — — 75.000 — Charges for services — — 560.414 197,764 5.840.000 — 33.658 621.521 — Total revenues 560,414 197,764 5,880,347 75,000 34,829 627.521 — Expenditures: Current: General government 590.343 Public safety

— Transponation services — Other public services

— — Community development — — .— 50,973 — Culture and parks — — 41. Ill — — Debt service’ 30,161 4,000 Principal Interest — — 256.267 Capital outlay: 1,285 Other public services — — Public safety — — —..

—, — Culture and parks — 18(1.758 6,366.504 29,100,329 General govemnient 53.960 30.522 259.149 (50 000) — — — — — — Transportation — — — — — — — Community development — — 36,261 — — — — — — Total expenditures — 180,758 6,407,615 50,973 29,946,939 84.121 35,807 259.149 )7l3,739) Other financing sources (uses): Transfers iii

— 462.069 508 — Transfers out 75,000 (462,069) — — — Sale of capital assets — — — — — — — ‘— — Proceeds from the sale of bonds — 1,600,000 — 6,200,000 — 65,000,000 — — Proceeds from bond premium — — — .._ — — 1.283,666 — — Discount tin sale of bonds — —

— — — Total other financing sources (uses) 1.600,000 (462.0691 6.662.069 508 66,283.666 75.000 — — — Excess revenues over expenditures (net change in fluid balances) 1,600,000 (82,413) 452,218 (50,465) 42,217,074 65,879 (978) 368.372 713,739 Fund balances(deficits)..’begmiting 1,298,555 82.413 1,363,973 50.465 (10,633.158) (414) 80.577 (5.415M301 504.393 Fund balance (deficiis(—ending S 2.898.555 — 1,816,191 — 31.583.916 65,465 79.599 5,047.258i 1.218.132

(Continued)

137 CITY OF OMAHA, SEBRASKA Cotnbinimt Statement of Revenues, Expenditures, and Changes ut Fund Balances Nontna(or Capital Projects Funds December 31. 2009

South Omaha INMC Librar Washington Capital Total Back to the Library Infrastructure Downtown Facilities Library Special Service Special Capital River Project Construction Improvement Development Capital Construction Revenuev Assessment Assessment Projects Special assessments 264,980 Investment utconse 244,819 509,799 2,600 — — 1,788 — 61,056 Contributtons and 28,892 217,624 grants — — — 12,662 — Charges for services 1,763,180 — 80,263 39,229 — — 16,598,305 Total res enties 2,600 80.263 39.229 14.450 — 326.036 19088908 Expenditures. Current Geiteral government — 27,958 Public safety — 735,705 Transportation services — 1,136

— 269.340 — Other public services 269,340 Community development 3415 22132) Culture and parks — 90623 7,195 4,957 Debt service — 87,424 Principal

— Interest 706,000 — 706,000 — 11,003 — Capital outlay 37,293 — 305.848 Other public services Public saferv 1,001,350 Culture and parks 1.051.882 — 38,297 — 801.942 — General govemment 36,446.952 103,303 Transportation — — 80,263 Community development — — 119,035 16,101,652 4,979,190 4,989,332 Total expenditures 7.195 49.300 80.263 4.979.190 834.857 — 1.13 .668 3.415 61.868.415 Other flutancing sources (uses): Transfers in 141,567 Transfers out 698,866

(141.567) — Sale of capital assets (623,358) Proceeds from 484,919 the sale of bonds 5.495,000 2,180.000 — Proceeds from bond premium 257,000 91,532,000 Discoumtt on sale of bonds 1.311.456 (3,842) 3842) Total other financing sources (uses) 5,395.000 2,317.725 (141.567) 257,000 93,400,041 Excess revenues over expenditures (net change in fund balances) (7,195) (46,700) 555,039 1,497,318 (141,567) (548,632) 270,296 50,620,534 Fund balances (deficits) — beginning (1.405,000) 196,887 (231.080) 385.119 141.567 (106,8081 188.473 (6,326,394) Fund balaitce (deficits) — eitding $ 1,412,1953 150.187 323.959 1.882.437 (655.440) 458.769 44,294,140

138 ______

CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — Advanced Acquisition Fund Year ended December 31. 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: $ Total revenues — Expenditures: Materials and supplies 185.827 185,827 36,150 149.677 Capital outlay 324.173 324.173 63,063 261110 Total expenditures 510.000 510.000 99.213 410.787 Excess (deficienc) of revenues over (under) expenditures (510.000) (510.000) (99,213) 410,787 Other financing sources (uses): Sale of capital assets — — 484,919 484.919 Total other financing sources (uses) — — 484,919 484,919 Net change in fund balance (510,000) (510,000) 385,706 895,706

Fund balances — beginning 2,000,445 2,000,445 2,000,445 — Fund balances—ending $ 1,490.445 1.490,445 2,386,151 895.706

See accompanying independent auditors’ report.

139 ______

CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — City Capital Improvement Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Grants and contributions $ 1.675,518 1.675.518 Total revenues — 1,675.518 1.675,518 Expenditures: Materials and supplies 118,539 (118,539) Capital outlay 1,750,000 1,750,000 1,323,640 426,360 Total expenditures 1,750,000 1,750,000 1,442,179 307.821 Excess (deficiency) of revenues over (under) expenditures (1.750,000) (1.750.000) 233.339 1.983,339 Other financing sources (uses): l>roceeds from sale of bonds 1,750.000 1.750.000 27.790 (1.722.210) Total other financing sources (uses) 1.750.000 1.750,000 27,790 (1,722.210) Net change in fund balance 261.129 261,129

Fund balances — beginning

Fund balances — ending $ 261,129 261,129

See accompanying independent auditors’ report.

140 CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — 2006 Environmental Bond Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Grants and contributions $ — 1,221,671 1.221,671 Total revenues 1.221.671 1.221.671 Expenditures: Capital outlay 1.135.000 1.135.000 318.378 816.622 Total expenditures 1,135.000 1,135,000 318,378 816,622 Excess (deficiency) of revenues

over (under) expenditures (1,135.000) (1,135.000) 903,293 2,038,293 Other financing sources (uses): Proceeds from sale of bonds 965,000 965,000 — (965,000) Total other financing sources (uses) 965,000 965,000 — (965,000) Net change in fund balance (170,000) (170,000) 903,293 1,073,293 Fund balances—beginning 871,019 871,019 871,019 — Fund balances—ending $ 701.019 701,019 1,774,312 1.073,293

See accompanying independent auditors’ report.

141 CITY OF OMAHA. NEBRASKA

Budgetary Comparison Schedule — 2006 Transportation Bond Fund :F Year ended December 31. 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Grants and contributions $ — 7,996,785 7.996,785 Total revenues 7.996.785 7.996.785 Expenditures: Materials and supplies 810.221 (810.221) Capital outlay 11.914.000 11.914,000 11,575,453 33&547 Total expenditures 11.914.000 11,914.000 12,385.674 (371.674) Excess (deficiency) of revenues over (under) expenditures (11,914.000) (11,914,000) (4,388,889) 7,525,111 Other financing sources (uses): Proceeds from sale of bonds 8,267,000 8,267,000 9,200,000 933,000 Transfers in — — 19,722 19,722 Total other financing sources (uses) 8.267,000 8,267.000 9,219,722 952,722 Net change in fund balance (3.647,000) (3,647,000) 4,830,833 8,477,833

Fund balances — beginning 3,648.000 3,648,000 3.648,000 —

Fund balances — ending $ 1.000 1.000 8.478,833 8,477,833

See accompanying independent auditors’ report.

142 ______

CITY OF OMAHA, NEBRASKA Budgetary Comparison Schedule —2006 Public Safety Bond Fund Year ended December 31, 2009 ,

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: $ Total revenues — — — Expenditures: Capital outlay—public safety 1,596.000 1,596.000 1,146,235 449.765 Total expenditures 1.596,000 1.596.000 1.146.235 449.765 Excess (deficiency) of revenues over (tinder) expenditures (1.596.000) (1,596.000) (1,146.235) 449,765 Other financing sources (uses): Sale of capital assets 1,690,000 1,690,000 1,600,000 (90,000) Total other financing sources (uses) 1,690,000 1,690,000 1,600,000 (90,000) Net change in fund balance 94,000 94,000 453,765 359,765

Fund balances — beginning (82,361) (82,361) (82,361) — Fund balances—ending $ 11,639 11,639 371,404 359,765

See accompanying independent auditors’ report.

143 ______

CITY OF OMAHA, NEBRASKA

[ludgetarv Comparison Schedule — 2006 Public Facilities Bond Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Proceeds from bond sales $ 1,600,000 1.600,000 Total revenues 1,600,000 1.600,000 Expenditures: Materials and supplies 82,775 (82,775) Other services and charges 6,559 (6,559) Capital outlay — public facilities 1,615.000 1,615,000 1,315,572 299.428 Total expenditures 1,615.000 1,615,000 1,404,906 210,094 Excess (deficiency) of revenues over (under) expenditures (1,615.000) (1,615.000) 195.094 1,810,094 Other financing sources (uses): Sale of capital assets 1,740,000 1.740.000 1.600.000 (130,000) Total other financing sources (uses) 1.740.000 1.740.000 1.600.000 (140,000) Net change in fund balance 125.000 125,000 1.795.093 1.670.094 Fund balances beginning 6.718 6,718 6.718

Fund balances — ending $ 131,718 131,718 1,801.812 1,670,094

See accompanying independent auditors’ report.

144 CiTY OF OMAHA, NEBRASKA Budgetary Comparison Schedule - 2006 Parks and Recreation Bond Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Miscellaneous $ 30,000 30,000 197,764 167.764 Total revenues 30,000 30.000 197.764 167,764 Expenditures: Materials and supplies 684,573 (684,573) Other services and charges 23,125 (23,125) Capital outlay 5,795,000 5,795,000 6,129,950 (334,950) Total expenditures 5.795,000 5,795,000 6,837,648 (1,042,648) Excess (deficiency) of revenues over (under) expenditures (5,765.000) (5.765.000) (6.639.884) (874.884) Other financing sources (uses): Transfers in 462,069 462.069 Proceeds from sale of bonds 5.380,000 5,380.000 6.200.000 820.000 Total other financing sources (uses) 5,380,000 5,380,000 6,662.069 1.282,069 Net change in fund balance (385,000) (385,000) 22,185 407,185 Fund balances beginning 433,239 433,239 433,239 — Fund balances ending $ 48,239 48,239 455,424 407.185

See accompanying independent auditors’ report.

145 CITY OF OMAHA, NEBRASKA Budgetary Comparison Schedule Downtown Stadium and Companion Projects Fund Year ended December 31, 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Investment income $ 30,876 30,876 40,347 9,471 Grants and contributions 4,469,124 4,469,124 5,840,000 1,370,876 Total revenues 4,500,000 4,500,000 5,880.347 1,380,347 Expenditures: Materials and supplies 7,087,802 7,087,802 8,282,058 (1,194,256) Other services and charges 219,315 219,315 256,268 (36,953) Capital outlay 17,637,614 17,637,614 20,609,456 (2,971,842) Total expenditures 24,944,731 24,944,731 29,147,782 (4,203,051) Excess (deficiency) of revenues over (under) expenditures (20,444,731) (20,444,731) (23,267,435) (2,822,704) Other financing sources (uses): Proceeds from sale of bonds 94.840,000 94,840,000 66,283,666 (28,556,334) Total other financing sources (uses) 94,840,000 94,840,000 66,283,666 (28,556,334) Net change in fund balance 74,395,269 74,395,269 43,016,231 (31,379,038)

Fund balances — beginning (14,353,803) (14,353,803) (14,353,803) —

Fund balances—ending $ 60,041,466 60,041,466 28,662,428 (31,379,038)

See accompanying independent auditors’ report.

146 CITY OF OMAHA, NEBRASKA

Budgetary Comparison Schedule — Stadium Expansion/Improvement Fund

Year ended December 3 I. 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Investment income S 163 163 171 8 Grants and contributions 33,004 33,004 34,658 1,654 Total revenues 33.167 33167 34,829 1.662 Expenditures: Materials and supplies 5,586 5.586 4,000 1.586 Other services and charges 1.794 1.794 1.285 509 Capital outlay 42,620 42.62() 30,522 12.098 Total expenditures 50,000 50,000 35,807 14.193 Excess (deficiency) of revenues over (under) expenditures (16,833) (16,833) (978) 15,855 Net change in fund balance (16,833) (16.833) (978) 15.855 Fund balances—beginning 4.810 4.810 4,810 —

Fund balances — ending $ (12.023) (12.023) 3.832 15.855

See accompanying independent auditors’ report.

I47 ______

CITY OF OMAHA, NEBRASKA Budgetary Comparison Schedule Library Facilities Capital Fund Year ended December 31. 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Investment income $ 1,789 1,789 Grants and contributions 12,662 12,662 Total revenues 14,451 14,451 Expenditures: Materials and supplies 68.056 68.056 54,255 13.801 Other services and charges 601.793 601,793 479.753 122.040 Capital outlay libraries 1.231.150 1.241.150 989.452 251.698 Total expenditures 1,910,999 1,910,999 1,523,460 387,539 Excess (deficiency) of revenues over (under) expenditures (1.910,999) (1,910,999) (1,509,009) 401,990 Other financing sources (uses): Transfers in 141,567 141,567 Proceeds from sale of bonds 1,463,000 1,463,000 2,180,000 717,000 Total other financing sources (uses) 1,463,000 1,463,000 2.321,567 858.567 Net change in fund balance (447,999) (447.999) 812,558 1.260,557

Fund balances -- beginning 458.725 458,725 458.725 Fund balances ending $ 10,726 10.726 1,271.283 1.260.557

See accompanying independent auditors’ report.

148 CITY OF OMAHA, NEBRASKA

[3udgetarv Comparison Schedule — Special Assessment Funds Year ended December 31. 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Licenses and permits $ Special assessment collections 618,392 618,392 509,799 (108,593) Investment income 109,108 109,108 89,948 (19,160) Total revenues 727.500 727,500 599,747 (127,753) Expenditures: Personal services 60,219 60,219 106,149 (45,930) Materials and supplies 110,407 110,407 194,618 (84,211) Other services and charges 461,716 461,716 813,879 (352,163) Capital outlay 74.058 74,058 130,543 (56,485) Total expenditures 706,400 706,400 1.245,189 (538,789) Excess (deficiency) of revenues over (under) expenditures 21.100 21,100 (645.442) (666.542) Other financing sources (uses): Adjustment of bank loan (net) 100.000 100,000 257,000 157.000 Total other financing sources (uses) 100.000 100,000 257,000 157,000 Net change in fund balance 121.100 121,100 (388.442) (509,542) Fund balances—beginning 22.416 22,416 22.416 — Fund balances—ending $ 143.516 143,516 (366.026) (509,542)

See accompanying independent auditors’ report.

149 C

z Cl) This page intentionally left blank CITY OF OMAHA, NEBRASKA Nonmajor Governmental Funds Permanent Funds

Permanent funds are used to report resources that are legally restricted to the extent that only earnings, not principal, may be used for purposes that support the reporting government’s programs.

Western Heritage Special Revenue Fund — To account for a Permanent Endowment fund established in accordance with City Ordinance #33472 passed January 31, 1995, whereby the City will contribute moneys toward the renovation and construction at the Western Heritage Museum. These funds were realized from the sale of a portion of the Byron Reed coin and manuscript collection held in October, 1996.

Endowment for Library Fund — To account for funds that are donated to the Public Library from outside sources. This is a permanent fund for endowment gifts. In 1974, Don L. Hayes bequeathed to the Public Library a permanent memorial endowment with interest to be used to purchase books in honor of his parents. In 1979, Ralph Anderson bequeathed an endowment to the library with interest to be used to benefit the library. Annual interest from these accounts is used to enhance the library’s collections and operations.

150 CITY OF OMAHA, NEBRASKA Combining Balance Sheet Nonmajor Permanent Funds December 31, 2009

Total Western Endowment Permanent Assets Heritage for library Funds

Cash and pooled investments $ 143,409 3,991 147,400 Investments 3,069,844 58,156 3,128,000 Accrued interest 39,141 56 39,197

Total assets $ 3,252,394 62,203 3,314,597 Liabilities and Fund Balances Liabilities: Accounts payable and other $ Total liabilities Fund balances (deficits): Reserved for: Endowment 2,717,918 57,471 2,775,389 Unreserved, undesignated reported in: Permanent fund 534,476 4,732 539,208 Total fund balance 3,252,394 62,203 3,314,597 Total liabilities and fund balance $ 3,252,394 62,203 3,314,597

See accompanying independent auditors’ report.

151 CITY OF OMAHA, NEBRASKA Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Permanent Funds December 31, 2009

Total Western Endowment Permanent Heritage for library Funds Revenues: Investment income $ 64,644 496 65,140 Total revenues 64,644 496 65,140 Expenditures: Current: Culture and parks 100.000 289 100,289 Total expenditures 100,000 289 100,289 Other financing sources (uses): Transfers in Transfers out Total other financing sources (uses) Net change in fund balance (35,356) 207 (35,149) Beginning fund balance 3,287,750 61,996 3,349.746 Ending fund balance $ 3,252,394 62,203 3,314,597

See accompanying independent auditors’ report.

152 ______

CITY OF OMAHA, NEBRASKA

Budguary Comparison Schedule — Western Heritag. Permanent Fund

Year ended December 3 I. 2009

Variance with final budget Budgeted amounts positive Original Final Actual (negative) Revenues: Investment income 119,000 119,000 64,643 (54,357) Total revenues 119.000 119,000 64,643 (54.357) Expenditures: Other services and charges lOft000 100.000 100,000 Total expenditures 100.000 100.000 100.000 Excess (deficiency) of revenues over (under) expenditures 19,000 19,000 (35,357) (54,357) Net change in fund balance 19,000 19,000 (35.357) (54,357)

Fund balances — beginning 2,856,181 2,856,181 2,856.181 — Fund balances—ending $ 2.875,181 2,875,181 2.820.824 (54,357)

See accompanying independent auditors’ report.

153 — This page intentionally left blank CITY OF OMAHA, NEBRASKA Enterprise Funds

The Enterprise Funds account for operations that are financed and operated in a manner similar to private business enterprises: (a) where the intent of the governing body 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 or (b) where the governing body has decided that periodic determination of revenues earned, expenses incurred, and/or net income is appropriate for capital maintenance, public policy, management control, accountability, or other purposes.

CityWide Sports Revenue Fund — To account for the moneys received from adult leagues operated by the Parks. Recreation, and Public Property Department. Currently leagues are formed for football, volleyball, and basketball competition. The fund is self-supported through registration fees charged to participants.

Marinas Fund — To account for activities at the N.P Dodge Park Marina, the Riverfront Marina, and Cunningham Lake Marina. This Enterprise Fund accounts for receipts generated through the leasing of boat stalls at the City’s marinas.

Dodge Park Marina Dredge Fund — To account for the accumulated reserves for the replacement of the River Dredge. The Dodge Park Marina Dredge Fund is a special revenue fund created to take care of any contingencies (repairs, etc) that occur with the dredge.

Tennis Operations Fund — To account for the tennis operations at the City of Omaha tennis courts. This

enterprise fund provides for the operation of one 8-court indoor tennis center, one I5-court tennis center, and numerous neighborhood tennis courts located throughout the City.

Golf Operations Fund — To account for the golf operations at the City of Omaha golf courses. This enterprise fund was created in 1993 to form a self-supporting enterprise fund for the operations at all Municipal Golf Courses, which includes maintenance of the City’s four I8-hole golf courses and five 9-hole golf courses and fund necessary capital improvements.

Golf Concessions Fund — To account for the golf concessions operations at the City of Omaha golf courses. The Golf Concessions Fund is an enterprise that was created to be self-supporting and account for the concessions at all Municipal Golf Courses in the City of Omaha.

Air Quality Fund — To account for the Title V federal funding and the applicable City ordinance authorized fees. These funds provide the City the necessary resources to monitor the air quality and enforce the health and environmental laws relating to clean air.

Compost Fund To account for the contract between the City of Omaha and the Quality Control Division of the City of Omaha to operate the compost facility located adjacent to the Papillion Creek Wastewater Treatment Plant.

Printing Services and Graphics Fund — To account for the charges for printing services for the various City and Douglas County departments, agencies, and grant fund projects. On January 1, 2005, the Printing Division of Finance, along with the Purchasing Division in Finance merged with the Purchasing Department for Douglas County.

Riverfront Plaza and Marina Fund — To account for the activity at Lewis and Clark landing on the City of Omaha’s Missouri Riverfront. The plaza is available for private groups to rent.

154 CITY OF OMAHA, NEBRASKA Combining Siatentent of Net Assets Nonsnajor Enterprise Funds December 51, 255(9

City Wide Printing Riverirunt Sports Dodge Park Teams Golf Golf Sersirer Plaza & Total Assets Resennr Marinas Marina Dredge Operations Operatinar Concessions Air Quality Cnmpnst and Gruphirs Murina Enterprise Current assets’ Caslt and oath equivalents 1 42,231 593 32,587 34.957 — 9.161 470 —‘ Accounts receivable 0501 of allowatree fet uneelleesibles) — 54,507 164,514 — — — — 37,803 — Prepaids assets 23,1(71 7,5115 52,000 4,541 (24,928 —

— 3,1(96 — Duo from oUter binds — 3,1196 — 760.011(1 — 46.1112 — 17 555 85.000 — 21 321 950 07 — 6.3711 Total current assets 32.251 750.594 32 587 7(,i(59 57 803 (‘.1105 1(18.541 (0 601 20O0 05 4w) (128,98e Noneun’ot assets: Capiial assets: Butldmg and sysnents — 3,0(2,685 — 3,648.029 2,6325190 264,7(5 — Fummture mid Uxturcs — 903)4(9 — — — — 1(1,681 2,1523 — — Maehiners and equipment — — (27554 — (31.1(00 — — 2,258,064 42,501 — 969,410 Uenstrnetionioprogress 305 553 — 3,72(756 — (13,011 Less aceuosulated depteciation — ((.416,71 n) — (l,30l.8i53) (3.451r,204( (283,549) — (297,481) (305,053) — (7,169 406) Total capital assets (net of accumulated deprectatioss) — 1,788.0 II — 2,347,126 1,403,631 25,75(1 — 671.926 — 6237,454 Total noneurreist assets — I 788.0(9 — 2.317,126 (.404 631 25.750 — 671,028 — — 6237454 Total assels S 42.231 2,541.615 32.987 2,318.185 1,442 434 (0143 (08,541 682.52s 52 ((00 00 400 7 460.440 Liabilities Cutront Isabslotes: Aceounts pasable and other S 7,161 — 27,545 11,608 58,937 319 (6,578 7,650 Current mstallsrsents of lono-tems debt 17.426 — 147.189 — — — — — — — 15,000 — Workers’ compensation and hcalnbeare cluurss .— 25 nw — — —‘ 8.393 (22,490 — Due to olber funds 19.417 19,87(1 7,085 — (7534 — 94 — 103 lOs.142 — 833 193.152 Compensated absences 21,581 .__ 534 953 — 514 — 1.114 (4,324 — 4,473 3,150 339 — 23,933 Total eurrnnr ltabilrlres 7,161 27,733 — 21,348 1,004,902 3(5 41.261 154,831 46,43(1 — 1,303,981 Noncurrent liabilities: Long-term debt cxc(udtng current installments — — — — — — 397,100 — Pension oblrgalson — 5r(7,((.9 ‘— 64.421 —. Sn,l54 784,359 .— (34 54(5 Postretirementbencfit oblsgatsou (09.955 40.092 — l.200.525 — 49.0(2 — 44.244 596,757 — Workers’ cornpottsatsou and bealdsca,rc clii mu liL.557 15097 37546 — ((3353 ‘— — .— (2.727 185,748 — 29,415 Compensated absences 24,0n3 111,744 — 202,725 — (.786 — 22.120 272,163 — 84.985 59,850 6,271 — 447.173 Total noncurrent liabilgses — ((5,2(0 — (37.745 (.830.007 — 351,323 674,698 (55,455 — 3 220.945 Total liabilities 7,161 142,952 — 151,593 1,845,003 5(5 592,584 g35,93s (40,883 — 4514 sb Net Assets Invested in capital assets. net of relaled debt — 1,788,019 — 2,347,126 1,4(14,631 25,75(1 — Unrestnclcd 249,759 — — 5,815,285 35,070 6(7,642 32,587 (17.534) (2,806,1(16) 32,778 (284.15435 (396,759) (97,875) 8(1,469 (2,873.77)) Total net assets 35,070 2,405,661 52 587 2 259.07 (1.401,475) 55 528 (284.043) ((471(001 (57 0751 III 464 2 941 5(4 Total liabilities and net asscts 8 42,231 2,540,6(3 51,517 2,411,183 (.442,454 58.143 1(0,941 602,°25 52,008 00 46.1 74e0 410

See accompanying independent auditors tepott

164 ______

CITY OF OMAH 9. NEBRASKA Conrbrning Statensent of Revenues, Expenses, and Changes In Net Assets Nonnsator Enterprtse Funds Decenshet 31. 2009

City Wide hinting Riverfront Sports Dodge Park Tennis Golf Golf Services Plaea & Total Revenue Marinas Marina Dredge Operations Operations Concessions Air Quality Compost and Graphics Marina Enterprise Operatmg revenuev Charges for servrcos 30940 486878 — 268028 3,074,236 570,18] 537.111 769070 551847 40,179 6.428.470 Total operorrrsg revenues 130.940 400.870 — 200.028 3074.230 570.181 537.1 I 769 070 551.347 40.179 6428.470 Operarrng expensex Crist of sales and sersioes 198,370 450,8(2 — 263,639 3.040,030 Adrnisislration 332,980 612.997 801786 576,124 3,48] 6,080.519 343 — — 35,176 113,361 6,476 — Depreciation 49,802 — 205,158 — 122,578 — (163,912) 235,783 1,877 — 84,862 626 — 281,014 Total operating expenses 198.713 573,390 135,203 1,989174 341,333 602,799 880,648 97s,750 348] 7.307,49] Dperanng ncnore (loss) (07,773) t80.l2) — 132.825 (914.9381 228.848 1125.633) (117.570) 24,9033 Sn 698 3939.0213 Nonoperaring revenues (expenses): Investnst earnings — — 11.572 — — — — — ‘— 11.572 Total oonoporarrng revenues (expenses) — 11,572 — — — — — — — 11,572 Income before ccrntributronsarrdtransfers (67,773) (74.940) — (32,825 (914,9381 228,848 (125,688) (117.578) (24,903) 36698 (927,449) Transfers in — — 4,000 — — 225,000 — — Transfers our — — 229,1)00 — — (4,000) — — 1225,000) — — — — (229,0003 Change in net assets (07.773) (78 940) 4.000 132.825 (689,9381 3,848 (125.008) 3117578) )24,90j 35,090 (927,449) Total ret assets(delice)—begrnntng 102,843 2,484,001 28,587 2.126,767 (711,537) 54,680 (158,355) (29,422) (72,972) 43,77] 3,868,663 Tntalner assets(delictt)—endtng S 35,070 2.405,06] 32,587 2.259,592 (1,401.475) 58,528 (284,043) (147,000) (97.075) 80,469 2,941,514

See accorrrpaatvine independent auditors’ report CITY OF OMAHA. NEBRASKA Cornbrntnsz Statement of Cash Floes Nontssaior Enterpnse Funds December31 2009

Cit. Wide Printing Riserfront Sports Dodge Pork Tenoir Golf Golf Services PIano & Total Revrntte Mstrinos Marina Dredge Operations OperOtiona Concessions Air Qostlito Compost od Graphics Marina Enterprise Cash Iloiss from operatrng uctis,iirs Receipts front custonters S 134729 (273.122) — 222,07) 3,075.219 552.625 483,139 774,113) 553.063 Passnen)) to suppliers (193)90) 14,217 5.536.779 (159417) — ((06,926) (1.263,721) ((00.607) Parnients to emplosees (2(0)824) (392.047) (363(0)5) (8.883) (2,878.120) — (235.565) — (I 56,829) (2,005,169) (153,284) (405,672) (347.412) ((23.205) — (3.507(36) Net cash pros ided hs (Used so) operuttngaclsstties (59.t6l) l668,lt14) — III (‘84) (275671) 216.734 (123.3571 34,5’’) 66853 5334 t54%4) Cash lions front noncapssat fsnasscsng actis sties Transfers m out — (4.600) 410,0 225.1(6 8)0) — (225 — — Adoa,scrs from (IC) other — funds — — — (61) 805,419 .— (244) (02,508 — 907.422 Net casls pros ided hr (used In) noncopttal fsooscing actsvirres — (4.00))) 4300) (61) I .03)1,41’) (225.000) (244) — 102 308 — 907,422 Cash (lusts frs,m capital and related ((nancing acits sties- Capital ependstures — (28.9071 — — (4t.3t9) — — Deferred charsses .—_ — 15’3.822( — — — — — — — Pasnienis on long—tents 68 — 68 debt — — — — —_ — — (251050) — — 125 0550) Net cash used iii capIta) and rebind hnascosg actssstres — (28,507) — — (41,319) — (24,132) — — (94,754) Cash (loss’s &orrs rns’esiing actisstses Interest receised — I I 572 — — ._ ...,. — —_ — I I 572 Ncr cash presided hr loses] In) investing acttstties — — ll,5’2 — — — — — — — 11.972 Net increase (decrease) in cash and cash eqotsaleoss (59.1611 ()s89.03’I) 4388) (41.745) 5.433 71 (14,266) 1123.661) 11.951 66.853 5,334 (24 237) Cashand cash eqnis’alrnts, beginningofsear 15(1.392 689.633 28.587 66.702 (7)5,433) 23.434 (243)71 (1)1.955) (66,853) 49.173 188.751 Cash and cash equivalents. end of5 eas 42.23) 594 32.587 24,957 — 3.168 — 47)) ‘ 54507 (64.5)4 Reconciliation of operatsirg lost to net cash prosmded hr (used in) operartng acit i tries: Operating inconte (loss) S (“7.773) (86,512) — 132.825 (914,’)))) 228)48 (129,688) 17.978) Adisstorerrrs to recsincile operating income (loss) to II (24(0,3) 36.698 l’53(t.512l) net cash prsrvided by operaotsg act,stties Depreciation and amortIzation — 122.578 (163,512) 235 7)3 1,877 84.862 CasIs llosss smnpacted hr changes in 626 “_‘ 281,814 Accounts receivable 3,79)) — (45,957) 983 Prepaid assets 51,374 5,768 — (4,541) (8 583) — — — — — hiventones — 223 (52.008) (51 785) — — —

— — 12,329) — Due frnns other gosernnsents ‘— — (2.525) 176st.55))O) — — Ii 7.555) )85,oiOS( — Accounts parable and olber 74 457 (21.42tt lsll’l.47’lt 4.822 15.706 486 2)1355 Claims parable (III) (211.375) (21,2251 (35.626) (5,4112) 141 35)11 — (14 322) 3,81)2 86 136 — 73145 Pension ohlsgaiton 1)142’) 17.829 — 1,1,81’) — 311,) 111 11,1,66 1)3459 31,523 Postretirement beoet(r oblsgatton 33.277 49,052 — 359.127 — 24,336 4,40), 11,4.971 31,864 32.823 37,346 — 3)(5,346 Net cash presided by (used in) operating activities (59161) (66811)4) — (41,684) (273,671) 210.734 (123.357) 34.571 66,853 5.334 (848 377)

See accssnipanving independent auditors’ repon

57 Cl)

Cl) This page intentionally left blank CITY OF OMAHA, NEBRASKA Pension Trust Funds

The Pension Trust Funds are used to account for assets held by the City in a trustee capacity.

Civilian Retirement Fund — To account for resources that are held in trust for the members and beneficiaries of the full-time Civilian employees of the City of Omaha.

Police/Fire Retirement Reserve Fund — To account for resources that are held in trust for the members and beneficiaries of the Police and Fire Sworn full-time employees of the City of Omaha.

158 CITY OF OMAHA, NEBRASKA Combining Statement of Fiduciary Net Assets Pension Trust Funds December 31, 2009

Civilian Police/Fire Total Retirement Retirement Pension Fund Reserve Fund Trust Assets: Cash and cash equivalents $ — 74,382 74,382 Due from other funds 164,315 2,377,093 2,541,408 Receivables: Accrued interest 648,773 860,952 1,509,725 Other 1,412 71,577 72,989 Investments, at fair value 214,615,619 402,655,096 617.270,715 Total assets $ 215.430,119 406,039,100 621,469,219 Liabilities: Accounts payable $ 379,886 649.062 1,028.948 Due to other funds 1,830,601 — I.830,601 Total liabilities 2.210,487 649,062 2,859,549 Net assets: Held in trust for pension benefits 213,219,632 405,390,038 618,609,670 Total liabilities and net assets $ 215,430,119 406,039.100 621,469,219

See accompanying independent auditors’ report.

159 CITY OF OMAHA, NEBRASKA Combining Statement of Changes in Fiduciary Net Assets Pension Trust Funds December 31, 2009

Civilian Police/Fire Total Retirement Retirement Pension Fund Reserve Fund Trust Additions: Contributions: Employer $ 5.310,754 22,701,608 28,012,362 Employee 4.639,593 15,630,476 20,270,069 Other 740 740 Total contributions 9,951,087 38,332,084 48,283,171 Investment income: Dividends and interest 3,975,010 9,746,014 13,721,024 Net appreciation in fair value of investments 21,563,499 47.466,877 69,030,376 Investment expenses (1,472,372) (2,144,079) (3,616,451) Net investment income 24,066.137 55,068,812 79,134,949 Total additions 34,017,224 93,400,896 127,418,120 Deductions: Benefit payments 25,250,098 53,934,736 79,184,834 Change in net assets 8,767,126 39,466,160 48,233,286 Net assets held in trust for pension benefits, beginning of year 204,452,506 365,923.878 570,376,384 Net assets held in trust for pension benefits, end of year $ 213,219,632 405,390,038 618,609,670

See accompanying independent auditors’ report.

160 This page intentionally left blank

This page intentionally left blank CITY OF OMAHA, NEBRASKA Agency Funds

The Agency Funds account for assets held by the City as an agent for various local governments.

Redevelopment 126 First National Bank Tower Fund — To account for the tax increment financing revenues collected in regard to the First National Bank Tower TIF project.

ConAgra Campus and Parking Fund — To account for the tax increment financing revenues collected with regard to the ConAgra Campus/Parking TIF project. Property taxes from the increased property value are collected and used to payoff the TIF debt service requirements.

TIF Bond Debt Service Fund — To account for the tax increment financing revenues collected in regards to the Convention Center Hotel TIF project and account for the debt service reserve required by the issuance of bonds.

TIF Redevelopment Projects Fund To comply with the Community Development Law of the State of Nebraska (Chapter 18, Article 21, Sections 18-2101) as supplemented and including Sections 18-2147 to 18- 2153, Reissue Revised Statutes of Nebraska, 1943, as amended. This fiduciary fund is required in accordance with Section 18-2147 to establish separate funds into which Excess Tax Revenues (provided from special tax provisions) from the Redevelopment site shall be paid and from which the principal and interest of the Redevelopment Note shall be paid.

First National-Child Care Facility Fund — To account for the tax increment financing revenues collected in regards to the First National Bank Day Care TIF project. These funds will be remitted to First National upon request.

R/D #77 Hammons/Embassy Suites Fund — To account for the tax increment financing revenues collected in regards to the ConAgra Embassy Suites Hotel TIF project.

Appeal Bond Deposit Fund — To account for appeal application fees received from citizens whose application to build upon or rezone an area of land within the City limits has been denied. Fees are charged for appeal applications to defray’the administrative costs incurred by the City Planning Board of Appeals.

Automobile Impounding Deposit Fund — To account for vehicles sold at auction at the police tow lot for more than the accumulated charges against the vehicle. The amount in excess of the accumulated charges is held in escrow for two years, during which the former owner can claim the money held.

Bid Deposit Fund — To account for moneys collected from vendors based on the required amounts to place a bid within the City. Once the bid process is completed and bid is awarded, the bid deposits for those who did not receive the bid are returned.

Board of Education Liquor Deposit Fund — To account for the collection of fees derived from a wholesale beer and liquor occupation tax imposed on any person who engages in the manufacture or distribution of beer or liquors, or selling at retail of alcoholic beverages within the City limit. The tax rates are controlled by the State of Nebraska. These license fees are remitted to the Omaha Public Schools Board of Education, through the Douglas County Treasurer via wire transfer, on a quarterly basis.

161 (Continued) CITY OF OMAHA, NEBRASKA Agency Funds

Board of Education Tobacco Deposit Fund — To account for license fees from retailers for all tobacco sales, including a separate permit fee for the operation of any machine that upon insertion of a coin or substitute object operates or may be operated to dispense tobacco products. These license fees are remitted to the Omaha Public Schools Board of Education, through the Douglas County Treasurer via wire transfer, on a quarterly basis.

Humane Society Kennel Permits Fund — To account for collection of kennel permits and licenses from citizens. Receipts are remitted to the Humane Society on a quarterly basis.

Omaha Transit Bus Ticket Fund — To account for the purchase and sale of bus tickets used on the Metro Area Transit system.

Sales Tax Deposit Fund — To account for all sales tax receipts collected by the City, which are imposed upon sales transactions within the corporate limits of the City in accordance with the Nebraska Tax Revenue Act of 1967. The State portion of the sales tax is remitted to the Nebraska Department of Revenue on a monthly basis.

After Hours Dance Deposit Fund — To account for moneys collected through Section 5-64 of the Omaha Municipal Code, in which the City of Omaha requires a $5,000.00 bond to be posted when a business is granted an after hours dance permit.

Board of Education Parking Fines Fund — To account for moneys collected by the City Cashier for parking violation fines, which are remitted to the Omaha Public Schools Board of Education through the Douglas County Treasurer, via wire transfer, on a quarterly basis.

Park Development Deposits Fund — To account for the receipts received for neighborhood parks to be built within suburban Omaha in the future. in addition, subdivision agreements include provision for deposits to be made to the fund at appropriate debt to value intervals.

Arterial Street Improvement Program Fund — To collect and distribute funds for the design and construction of arterial street improvements in the unincorporated portions of Douglas County. These funds are collected on behalf of Douglas County and are remitted on an as-requested basis to the County.

162 Cl1’ OF OMAHA, NEBRASKA Comhtnmg Statement of Ftductary Assets and Ltabiltties Agency Funds December 31. 2009

Redevelopment Ru) #77 126 First ConAgra T1F First National Hammoos/ Automobile Board of National Bank Campus and TIF Bond Redevelopment Child Care Embassy Appeal Bond Impounding Education Assets Tower Parking Debt Service Projects Facility Suites l)eposit Deposit Bid Deposit Liquor Deposit Cash and pooled investments S — 404.2t3 t41.6t5 -16.85t 1.594 lns’estnsents 280,464 .600 tt8.323 230.tnt t59,6t3 — — 1,345.647 — — — — — — Accounts reeds able 450 — ._..

— — 28,131 Total assets $ 450 404,213 1,487 262 46,851 1,594 280,464 600 118,323 230,161 167,744 Liabilities and Fund Balances Liabilities Accounts payable and other current liabilities $ 450 500 — 750 — Depositspavable — 115045 139.613 — 403.713 1486.512 46.851 1.594 280.464 I 600 118.323 lISt 16 28.131 Total liabilities 450 404.213 1,487,262 46.851 1,594 280,464 1,600 118,323 230,161 167,744 Total liabilities and fund balance S 450 404,213 1,487,262 46,851 1,594 280,464 1,600 118,323 230,161 167,744

See accoinpanymg independent auditors report (Continued)

163 CITY OF OMAHA, NEBRASKA Combining Statement of Fiduciaty Assets and Liabilities Agency Funds December 31, 2009

Board of Education Humane Board of Park Arterial Street Tobacco Societe Omaha Transit Sates Tax After Hours Education Des’etopment lmpros’ement Total Assets Deposit Kennel Permits Bus Ticket Deposit Dance Deposit Parking Fioes Deposits Program Ageocy Cash and pooled investments $ 10,418 00 853 2,943 5,000 Investments 59,773 76,397 5,758,750 7,288,628 — — — — Accounts receisable — 1,345.647 7,061 — 2.440 — — — — — 3S.082 Total assets 8 17,479 2.500 853 12,943 5.000 59,773 76397 S.’SS 750 8:6’2.35 Liabilities and Fund Balances Liabilities Accounts payable and other current liabilities S 10,418 ‘—‘ taO — Deposiispayable 59,773 76,397 1,029,883 1,432.889 7.061 2,440 853 12,943 5,000 — — 4,728,867 7,239,458 Total tiabittics 17.379 2,500 853 l,943 5,01)0 51,773 5,397 5,758,750 S,t2.35’ Total liabilities and fund balance $ I 7,4Q 2.500 853 12.043 5.000 59,773 76,397 5.758,750 8.672.357

‘54 CI)

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87 for Sehtlt,lc I CITV OF OMAHA. NEBRASKA Net 5ssers by (onrponent Last Eight Fiscal Years (Accrual Basis of Accounting) 2002 to 2090

Fiscal year 21)02 2003 2004 2005 2006 2007 2008 2009 t.iovernnretoal activities Invested in capital assets, net of relateddebt 92,346,272 235,711,911 201,522,874 213.958,527 237,357.059 261,308,456 295,937,697 Restricted 309,036,583 113,388,056 32,067.872 11,800,950 13,163,721 14,612,499 16,04,445 15,189,807 8,238.405 Uttreslncted 71,600.624 17.111,405 65,169.250 80,623,315 60,306134 49,343,457 1040,888) (24.600,026) Total gosernnnontal actissties net assets S 277.135 752 284.891.188 278,588 074 30?,,Sti3 312,365,602 327.466.358 310.586.616 292.994(162 I3asiness_tvpe Sctisittos 745 Invested in capital assets, net of related debt 8 274,988.337 287,633,189 271,1 57,078 261,232,484 244,078,865 222,456.144 230,667.494 225,990.267 Restricted 2,217.420 — 10,135,730 12,362,000 6,898,070 4.248,375 Unrestricted 8,253.046 7,369.594 (1,656,667) 3,999.636 (2,954.272) 10.157,757 40,308,588 23.937,327 25,401,260 Totcd business-type activates net assets 8 284.575.351 285,9’6.22 275 156 714 298,383,951 266 908,o22 2ti9,662,8tt2 263.853.196 262.554,S73 I’rintaei, goveertinen( lttsested in capital assots. net of

I t d d hi j’i. go 3 3 .17 0 1(2 n7i00 4 191 fill 481 4 00 4 It 64 6tt0 31 690 191 itt Restricted I 15,69o,276 32,067,872 11.808,950 23,299,460 26.074.499 23.712.515 19,438,182 16,401,491 Unrestricted 78.97tt.218 I5,454,738 69,165,886 77.639,043 70,553,891 89,652,045 23.396,439 720,334 Total primacy government net assets S 561,91 1.103 , 570,867,710 553,744,788 576,129,514 578,964,314 597,129,160 574,439,812 555,148,635 GASB 34 was adopted in 2902 Source City of Omaha Financial Statcnmertms

See acconspansseg independent auditors’ report

166 ______

Srhed,vle 2 CITY OF OMAHA, NEBRASKA

Changes viNt Assets Last Eight Fiscal Ye/Irs 9 (Accrual Oasis of Accounting) 102 to 2009

lisral year 2002 2003 2004 2005 2006 2007 2000 2009 Lupcnscs Goscrtuncnlal actiulties Gcitsralgoicinnicnl 9 800.189 9494 III ul 1,2025 845 44.617200 40 703(1 9510401(0 539f4 Sic. 10(1445 246 Public uaktr 137 117 3t6 00 1 S 720 61,498 (104 172 241 102 154 3117 4117 112g54 Oft 209.014.1, 4 100.004.906 Tvanspovtution vcrs,ccs 50902.416 K(Oi 44.4111 47.402001 4409(1106 47.1121.960 °3.240.660 6)) 683.761 6) 124156 Other public 17 698.106 scr,,t 14.774 426 4 137 1,24 14 189 023 14 797.0711 l.6,0 819 17366.1(93 7395(192 o,ninun,tr diruelopnicvit 09 947 995 32.176.567 2” 140.000 37,95)) 951 19 774 789 19.46(1.001 29,723 903 27 576 XII Culture and pavEs 371114.237 30.376 92(1 61 713.136 3111924(6 47010 III) 44094202 40,900,00 473011000 detest on long-tenti debt 71)166 115 “‘I 51(1241 24 205 951 52 326 602 52 497 791 14 606 994 36,519.500 57,441,619 ‘roral golcnimcu al 11,4 actiu,lies csp’nscs (‘7.192 369194 005 4(11.706 093 ‘60 467 04)) 505 913,99(1 444 14(1715 485 011 000 470 918.8(17 Buuiin’’-tspc ash, ties Conscntiovi cenhct hotel 213 066 10’,l93 11,959,0111 173(00,107 11.911 4(4 11290.966 If (fu,,7 10172,478 Scssc r 32 49), 5)14 19 4 52,565.79 181.725 0 01)4 581 49,002 641, 41.5(10.217 49 535.194 37.000 704 016cr 10 l87.”12 I04°l44 III 012 (7’) II 01,7 899 111,01)309 II 377609 II 1094(17 II (22 550 lotal h,isincsv-tvpe aet,soics cspcnscs 42 891.082 03202.7(17 57446486 6(900 477 62.854 429 60 176416 72.803 190 60.079.’07 Total pnniars goseininctt $ 407 179(173 4)11.577 190 4511853359 43)) 364 317 448 00 1)19 512.316611 055.019 040 949 794 091 (oniponcut uvut MI-CA 067,710 2466,771 20(129073 20.532.1(91) 22647.661 25035,904 27,211.194 27425161, Program rescnncs C,oscrunicntal actvsvtvcs Charges for Screiccu Gcncral goscininsti 5 151 620 27,206 779 76(16 199 043(1.049 0(198396 5054,592 5,729.6)0) 096(1.91(1, Public uafcts 0 332 (04 5,263 466 13 696 230 0,069,944 0931 612 1521(5420 15.012,344 14,756.19(1 scrsiccs Transportation 1.515.255 (0,922.300 Ii 741,806 4,022 227 156(14.717 10 133 477 10.1(40.115 19(192.407 016cr publIc sersices I 81,3,094 5921,1)59 51196073 5,367 287 3.206002 962)1.112 6,1)55,471 307741(5 (onnnun,ts dcielopvnent 64(4,799 6,213,809 11,237956 II (18776 I)) 797.102 8,344,335 6.307,642 7.460 ((72 (uhurc and parks 4210046 205.500 4.082075 6,5911,000 II 001 082 4.700.667 5 545,83” (0(77 31(5 Opsiat,ng giants avidcontributions 611 61 19 445 72)1.136 98 647 742 0. (‘(0.009 92.095.766 76.41)1.777 82.611 715 7)1 610 970 Capita) grants and (1,42(1,1(93 01,0 coniribut,nnu 1° ‘ils 1((.425.X71 11 117.704 17.134.4(1 10,090 (64 31).I19.27 17,159 002 Total govetunieivtal aclisitiss prograniicuenu 735(8099 147 925 144 (39 49)) 170 i44 724 262 120.909 910 (67 955 942 169 203 045 161 1(031,45 OusiiicSS_tvpe activities Charges (or Sen idCS Conucnlvon lv,,iel 919 center — 2 290 3 623,1(11 6 447 117 7 742.472 8 910 ((30 6 0(9 771 Sauscrrc,cnue frail 7420001(1 -4 ‘6519(1 11 1s04l4 15120779 34892911’ 7047407.1 41 (‘14 sI,) 4.631 767 Marinas 428 579 119 600 4)11, 643 499,825 706,529 737,166 550 256 400 070 Tctvni, 1(6.165 (06.960 lss,171 137.0(7 17(7611 140 230 21,7.60’ 168.010 Golf 3205.238 7711 350 55)) 1 3.10)) 5 3(1,1(79 3.306.790 7,577 287 4431 6(7 5.s44 4(7 Cits-iv despoils 11)4(99 (911(45 (40 41,0 133668 117.043 (40 42)) 131(9411 Parking 20411(86 3.021.96’ 3.259.347 3,749,595 3.790.1(H) 4,151.923 4.115,011 4.144.92)) Municipal d,s,k (.79)) Air quuhits 770 60)1 937 439 59( 923 512 496 536 479 532.192 509 037 537.111 Compost (3)1561 599,139 542,702 756.279 790.411 796,90)1 561,101 7691(70 Punting and graphics 3’53.779 410.110 49)1.54)) 470 632 915.262 52g 309 543,339 331,847 Riverfront plato and manna 34669 2)) 661 31)111 03.402 3)1,39)) 4)1.179 Opciatiug grants and conlnbutions

Capital grants and coutnbutions 4299,516 I 609.002 1.004,158 5,79s 266 9011 366 3,406 724 4565,202 5491,917 1otal busincss-tvpc actis tics progravtv veienues 456881)71) 45.2201)25 46426429 53.353,995 60639.873 61,300,7711 64,853 594 66,018 445 Total pnntars goletuniont S l2)l.207,07t 192.749,169 InS 076 593 (90,070 257 189 239.703 229.344.3(2 234 137 639 220 522.008 Convponcnt unit FIECA

Changes far Sen tot I 666.667 10632.61)8 21,794,909 24.41,7355 24,805,077 10.865 010 51(611.046 Operating grants and cotvtrihuuons 824 240 2606.667 I.901(.00l( (.000 01,5 I 000.1601 (.8 15 (5,)) 824 2411 l,s66,667 22.969.273 22254.000 24,967,353 26363.072 31600.010 36,619,040 ‘Set (espenuef ,eueuue Gosemmeutal actiSitles $ (1’Ol 808.1071 (217.769.7001 (161 946604) (223.730.9781 (296 743.60))) (2761046791 113 727 805( (418 119 1041 Busivress-tvpe activities 5850.196 I 937.710 (II 020007) (0.546.4821 (2.214.3901 (6.707.6461 17.949 596( (5.197 342) l’otal 11 (206.972 0011 (215 8521(21) (272 ‘156 74iif (131,286,060) (238,’f48,136) 1102971.310) (721.677.4011 (321 477 506) Coinpc.uent unit ‘dEC.A 5 (43 4691 iSo, 104f 12834)11 I 722 00” 2.519.691 (327888 4.460 824 5 11)450))

(67 f( onttuuc’df Srhrdulr 2 CITY OF OMAHA, NEBRASKA

Chast&icsin Not Assets

Last lOgOSFiscal Yearn (Accrual Basts of Accounting) 2002 to 2009

2002 2003 1004 2005 2006 2007 2008 2009 Gcneral revenues and 016cr ehatiszcnin not assets: Goaemmcntal acIdities Taxes Propcsts tax 8 91.1115.751 79.254.616 1(113701)04 94.292.799 99.432.780 14.039.220 18.979530 1311.016.043 Motorneluclelas 8575697 8657.101 88(4077 9.030957 8.818,011 8.825.620 9.374.405 9.29a.184 Salon undone tax s9.992.087 11,2413934 11111117911 114.104.544 113625998 116.091.364 24.470354 20.735.362 Business tases 111.060612 77.423.096 270)1)1.112 26.845.997 28.781.000 30884.535 33.963.566 34.251 049 Patastentsus lienoftaxen 3,257.950 4,315.438 4.132.805 5,575.592 5259,341 5,5434)118 5.898.722 4.595,289 Unrestncted grants and contributions 4.094.5111 _— _. _- ._ —- -— Unrestricted ineestnscnt easnnigs 12.9(11068 l.618,a24 7.325.730 2.298.93(1 5.446.225 6,722,015 4.721)1)79 1.665.301 Otirer 48.21.388 —- — — — Salcofcapnal assets 1.190.261 1.105 085 1.781.215 (63.534) 1145,234) — 1.200 879 Transfers 11033812) 471,81)5 1123.655) (1.112.967) 54)10)1 (1.385123) 1558601) ((725.587) Ti,tal governinc’uta( 00in,OcO 295.5)6 751 225.325.175 155.633,569 252,807.1167 261.353.809 281.434,294 296848,063 30)1.122.610 Business-rope actis-Ibes Unrestneted ntscstntenl earnings 286,835 (66,022) 74,475 657,90) 483,227 2,810.31)) 1,581,389 528.132 Sale of capital assets -— (.28)) 2,125 2.76) - (13,447) — Transfers 1.633.812 (471,805) 23,655 1.112,967 (54.000) 1.385,123 558,601 729,587 Total business-lope ae)is’ities .020,647 (536,347) 200,255 1.773,719 429,227 4.182,016 2,139,990 2,057,710 Total S 297,437,390 224,788,628 255,833,624 254,670,786 261,783.036 285,616.310 298,988,053 302)80,329 Component unit. MI0CA- Donattons not rostoicted to spccif(eprogramn S — 1.074,365 901,556 1,848,013 2,129,239 2,562,289 - Unrestncted inoentment eammgn — (5.708 60.361 229.544 613.691 821.148 984,508 506,343 S — 917,264 1.134,726 2,077.557 2.744,03)) 3,383 437 984,508 506,343 Change in not assets’

6 re tal 1 a S 37118 4 5158 9 I 14 (63) 114) 7485 40 (II 9 0 I (If 870 4 I (17 5 4) Business-rope activities 5.756.843 1,401,171 )l1l.819.8)1X) (6.772,763) (1,785,328) (2,6)15.630) (5.869.606) (1.298,623) Total 8 (0,465.397 8,956,6117 117.122,922) 22.384.726 2834.800 2.643.901 (22 689.348) (10.291,177) Component unit. MECA 8 (43,469) 117,161) 3418.128 3.8110.066 5(164.622 4,711.325 5.453.332 3.711.1)23 Net assets begtnntng of scan

mm tal 1 0 S 97 6 8 75 6 71 64801188 70588074 0773 563 l67 7 17466 1 (0 86616 Boniness-rope actisitics 278,818,508 28.4.575.391 185,976,522 275.156.7(4 268.383,951 172,268,332 269,662,802 263,853.196 Total 55) 445.71(6 561,911.1)33 5711.867.71)1 353,744.788 576,179.314 554.485,169 597,129 (60 574.430,8(2 Component unil MECA 5 (43,469) 857,081) 974.240 4.392.368 8 192.434 13.257.1156 17,968,381 3,711.013 Net assets end of sear Governmental activitieS S 177,535,752 284,891,188 178,588,074 307.745,563 312.365,692 327,466.358 3(0,586,6(6 292,594,062 Business-rope activities 284.575.351 285,976,522 275.156,714 268,383.951 266,598,622 269,662.802 263,853.196 262.554.573 Total 5 561.911,103 570,867,710 553.744,700 576.129,514 578.964.314 597,129.160 574,439,812 555(48.633 Component unit MECA $ 9)10,549 974,240 3,392.368 8,192,434 (3,257.056 17,968,381 23,421,713 27(32.736 Source- City of Omaha Financial Statements

The end balance tu 2(106for the City darn not match Use2007 bcninnittg balance because it Ivan restated 10 ,ttclnde the annexation of Elkltom

See accompanesng isdependest auditots’ seport

(60 Schedule 3 CITY OF OIAJ1A. NEBRASKA Fund Balances of Governmental Funds Last Ten Fiscal Years (Modified Accrual Basis of Accountinit) 2002 to 2009

Fiscal years 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 General fluid Reserved S 4,870,728 3,863,287 3.994,560 4,142,557 Unreserved 2.517,525 3,550,983 4492,350 1,896,788 2,810,463 3,921,976 l5,237,400 15,612,680 25,239,367 21,753,773 27.380,450 29,222,049 28,415.728 27,071,866 28,855,951 24,167,995 Total general fund S 20,108.128 19,475,967 29.25,3,927 25.896,330 29,897.975 32.773.032 32.908.078 28.968.654 31.666.414 28.089.971 All other governmental funds: Reserved S 77,115.809 66,193,967 137,241,952 59,826,935 53,614,256 Unreserved, reported in: 48,781,150 65,570,634 55,l80,529 42,178,023 44,190,404 Special revenue Rinds 25,737.669 22,192,957 6,630,044 10,618,697 26,393,945 21,200,398 Capital proje Is funds 19’ 24,558,745 27.285,911 19,190.703 4.876,004 876 679 948691)1 754 714 C’S 16’ 428) )l0 8749 Permanent Rinds 7) 16 07 10 ( 16 86) I 097 9061 l 49 0 4 1(79 — ‘— l,57l,l73 1.678,506 1,153 1,848 360 4,058 4.525 539,208 Total all other governmental funds $ 295,730.157 183,256,115 156,197,883 46,956,710 69,154,427 86,290,906 66,966,353 80,372,592 45,880,219 89. .037,295 Source City of Omaha Financial Statements

See accompanying independent auditors’ report.

169 ______

41)4)411,4 OF OMAHA, T1’ EBRAS . .

(6 1611 II I

10(4 (,od .5,60111114,4,4055, 41 45(g)

2 21,2,,

Foss) 24)4(44 2004 2111)2 2)0)3 2004 24045 211146 240)7 204)0 1009

1 “ ‘(‘sI ‘,,4U22” ,.o,, 11060,14 “‘oIl 0,18 ‘025 s,54( 424 ‘1 ,1” III 12,8110’, ((211461,’ 115611041 si 1,r1,ju, I’ ‘.816955 12,7 4(5 %4’5l6,’ 81,17 (61 8844 77 )(5(’)V 8816(1(1 882562) 117441)5 52”) (44 “2 557 (04 ‘(484 448 7 72.08’ 2 Ill 494 ‘91 (4 84544 IS (11 598 I1,5(5 9,4 Ill 47(1 (94 2075911,2 246)4735 27 084 (52 281(6) OIl 27423 76 271810 II 26845 ‘ 28781(108 51 884 5(9 I, 5424)571 34251 54 (Is’, 9,257 55 4 5 ‘691, 4 52 80’, 5575592 5251.341 5 545 (108 8’ 7(8 114711165944dpoOSll 8,722 4,595 4(5 84 8 544 8 0 8633 941 71)1272 66(9 (24 8 248 762 8246 (66 5,1151(8 8044 824 8(122”, 7 ‘5162 (8(98 79 (62441)51 ‘(“115 6(7 47655652 479)’ 61(1 4552”s) 168’S (76 442758(8 9741902’ IOV,81)t1l,flS,,fll,, ‘V5’0 15187 425 471 0,8 I7 ..lS”24 2 (1221 22’47 ‘It 105,125 (‘2210 “5 I1o,n1’o1, Kon.. 4’1 (“644” 46’’’’’’ ‘‘94%.) ‘,‘7.1181 411151,) 6,10-UI 02’)’) ‘‘5 1511168 7611 Cl,.Ilo, (‘440451601 7749,141 8)1(4 47515 1’ ‘V’212 ‘‘‘l’s. 2’ll, II 1’ 41 4(23’ “1 1841 ‘64’ 141(24)4 ‘(8132 1594’ 921 ()5’0”l6’ 6(0, (I ,,,o,0,o,l, I 124 9”) 21’4 “0 444 127 ‘48 Is. Ii, (‘4 ((‘“14 ‘6,1)4, 5,111’,, 41 22 ‘4’”’ 0o,,l,lrsil.,,,,Il,o, 1242 “141.1’) 2 I’ll’S 1(81)” (“81 s’S 4’,’’, 92(1,1,), 9191 4, 2 (49.414 (‘9414.86.13 4.10)8415 4(9 (524’) (4’ 282,’”,) U I’(o I” ‘44,1)4) 0.0,4101 II”’ 1,177 14791026 4848547 969(5(86 44087118 MoI4100U.’,4,oI,,11401 14695,551 4,751,5(4 “ — —

I ,s,smm, 14110(875, (64,8 3456 5640,2497 5 ),‘65,098 192(47 7(2 389,2 266 570 55,1 355 451 962,1 4 494 0481 449,252,141

111flo,llgo)o)nI,0r4 11114588 11s8864( 95657’41 47)111 6’( ((047792 1(43 145 III 955(l5’l, 45)181674 527)7211 4421’O’ 2141’s (‘‘1.44’,) 6 . 4544(1, II’ (‘1 1424,81 954 154 I” 14)1 0,446111 I41’4’4’ (‘7 (5,43 (11(4,. Il,,l6sF.’4I1l,,.,,,0194:, ‘4’4)’’’96 81441 1,21 24 (1 ‘‘‘1244,. 1)712 6’) 44,42) ‘, 45611 “47 65 ‘(SUn l(II,orp’l’ am,,l,:, — (‘(1600 14,,1158,, ((‘1’’2,, (9426’.4 ((1(44(8 14’) ‘4, 6’42””61 1641112 40)01)141044 24,14 44 251”,’’ 11111112 92 424 292 4(I5’’4” 2’ ‘.6,) “II I’ll,, I’S 18’44”’’ 2,01’ (48 2” ‘15 ‘26 Cu,.ooan.Ip.,r6 — 462 151’}’V4 11’, (‘‘II .14 11.481474’ 28(54 4,8 1)55(111 1,10,6,6 U ‘50. 4,1 l’a,k,,,,r,,6,n,mlpuhl,, 15,5,01, (46181018 (57,2468

I 8611,86,6, 52 572 505 5’ 91 .944 —‘ (8465 Irao II I (6 (74 7)89 45( —. I. IOn., 16,18 ,, lId 5011146,811 28295 4 305’ 892 (ldgmsnI,lndroIosdc,d, 17115 2(9 “56

I,, (116 coII,,c6,’n 101 3 S (55 3 9,3 — — —

‘mcI 41145 5 411”’’)) “128 ‘II’ 1(84206 21281’”’ 2’ ,23264 16 ‘11,54 42842’.: ‘““‘IS ‘ 859,494 (‘4253’’: U’s II’ U (‘““54 (‘‘‘.1.1 4 2(’44’’S’ 1 ‘4 144 4. “(.6,2 ((‘1241 14,5 6’4 1561)4,1 — ‘‘‘5)2 ‘ 10’”’) 6 2’ 1,92)” (44,4,)’ 2’( (‘4’ I0o,0081010,,,l5l0o’cll, 44,2’’ 4(14555 — —

I (‘1(41 I ‘I’’9 I’’ — —‘ 11.11,4442 (284 6119 14020’616 ((6714 III ““0’,) 37 47746002 42654’91 487(4747 0 6’2916 644 S’i’4 1(11401 8 92’,706 29,5’,,(( 4 — I, .1444614 111119 5)), 11,91% 176,571 812 544 495,26 352,IV (SI IllS 552,118 4 (,%419(6 4(4 224 4(5 4(8 31(7(76 596,597911 9 .781,149 (‘566’,, (40854514(5,1

O1,614)4lm( (1165.’569(5III’177_(,(11),18_,I7(,102’l’l8,4,I”1(4’6 28(2 (6,,, 5760’’56( 12 ((‘5’7’ ‘4,1427 4,0 ‘8’121 ‘II 477’47’ (‘6251 1 40)6 “4 8245’S, 4’’4222 755860 (,54 (5)4) (4(452’ 6(21% 55’, (94 (21 2’4 41’ ,I’’’’’20,’ ‘4’’ ‘46. ‘‘14 II, 4 ‘2 6’’’ (642 ‘6”i 6.0,11(6,281 .49. II 201141 ,‘ 1” 1.2) I’l,4003. 10,0 6,,sI’,,o_J 18 (i’) 29’)’ ‘(‘441)4 I’ll’’’ 0 4) 104 8, 6’I”0’6 11,421 ‘16 3’305’,, (44 IOUS (‘‘42 (9,1474,4 4. 1(01151 (5,10641 114(11,11)11,6 6,164, - 256 785 (644 ‘90 6873 (58) I 4’) 45), 10” (‘Is_cod romc,,sos,od —. 24(2854 ll.8,504991(fl101116()( 6,,,.I

545 256 (08 116 (71 3% 4 35(18(6 4(4)445 (‘oIls_Il —‘ lorslo,dl’,’4d “‘“‘6” 1157(41 9) 254’S) 554 ((‘951,1,, ((((6781)1) ((7’’), (14 ‘‘1(66(51) (482(7(511

I 911 8”’ I 244 91’ I 0’ 448 I 271 8” 42(74’ I

250’1144) 2444)1,512 ‘4 2241’ 4 11 4(1155(6 111, (‘II 411.1 ‘5’ I 45. ‘(“SI (II ‘(692416 ‘11 4621 ‘601,llmgcll ñ_’IsJhlIl(lIo, 3 24111 ‘11 0’180l”’’4 ‘‘‘644 1125”’”’ 2” 1)11.: 2’’ 11516 ‘ II”’)’” 586451’. ((“‘54,4 (‘‘89(44 I)cSI 5,1) l,.s’4514’o,IIfll,goo(

1191110)44119(50,11)1161 4254’, 39 1 , ‘4”, (8 2757 4)5 . (8 74’, (‘91 1503’, 2942 (0)1”. 6,4,4,0 CII) 1(01,6,411 (6115)11 SlllollmlIl

(4)1)0 6,73648(4 (,n4I:ln1l11s4

6oosso:lllps9Sm4l ,147490040’rl 414(4.41 109’’)’

(70 Schedule 5 CITY OF OMAHA. NEBRASKA Tax Revenues by Source 2002 to 2009

General Street and Telephone Motor vehicle Hotellvehicle IUD Cable ‘ear Sales tax property tax highway alloc occupation tax Wheel tax taxes occupation tax In-lieu of tax franchise tax 2000 $ 104,709,650 77,204,122 23,951.459 13,581.599 6,906,286 7,836,953 2,906,926 2,821,625 3,186.399 2001 105.846.630 76.357274 24,123.810 14.978,891 7.157.464 8.297,315 3.871.632 4.798.204 3.367.270 2002 107,565,620 79.240,695 25,510.299 14,767.810 8.641,992 8.575.697 3.714.662 3.794.615 3.598.700 2003 110,910,102 82.018,063 25,203,929 14,034,329 9,167,644 8,637,101 3.775,915 4,131.352 3,352,617 2004 117,526,998 84.730,700 25,889,143 14,136.577 11,766,177 8,814,977 4,234,814 3,946,630 3,523,756 2005 120 873 521 88660364 2 03 946 13725215 II 896 323 8808677 4 47 250 6 60672 3 89 703 2006 122,721,806 93.165,028 24.790.938 14.352,217 11.751.030 8.818.011 4.864.298 5.056.174 4.048,296 2007 128,625.275 98.142,156 28.638,167 14.965.695 14,934.190 8.825.629 5,480.36! 5.229.233 4.312.349 2008 131.801,803 109,912,905 29,459.975 15,932.992 15,525,838 9,374.405 5.887,235 5.714,591 4,727,391 2009 127,301,965 115,586,354 27,572,563 15,746,026 15,638,431 9,299,184 4,556,261 4.411,087 4.952,987 Source: City of Omaha Financial Statements.

See accompanying independent auditors’ report.

171

See

Source:

Note:

Year

2009

2008

2007

2006

2005

2004 2003

2002

2001

2000

accompanying

ended

Property

Douglas

December

is

County

assessed

independent

3

Assessed

1

Assessor’s

at

actual

auditors’

$

Value

value;

25,148,357,122

24,85

Office. 23,466.618,660 20.407,325,900

18,140.043,695

17,209,603,450

19.561.022,580 16,747,492,995

16,386,298,200

Real

15.855,667,020

commercial

Residential!

CITY

property

and

report.

1,524,870

property

therefore,

Estimated

Last OF

OMAHA,

Ten

the

172

Fiscal

Actual

Other

assessed

2.193,041,999

2,259,237,425

1.929,355.078

1,658,411,000 2,175,320,911

2.085.947,219

1,835,621,110

1,858,658,545

1.934.101,080

1,951,348,065

Personal!

property

centrally

assessed

NEBRASKA

Years

Value

property

values

of

Taxable

are

equal

27,077,712,200

26,509,935,870

25,302,239,770

22,265,984,445

21.495,123,660

20,091.391.760

19,402,645,449

19,006,730,420

18,561,619,111

17.941,614.239

Total

assessed

Property

value

to

taxable

actual

value.

tax

direct

Schedule

Total

43.387

43.387

43.387

43.387

43.387

43.387

43.387

43.387

43.387

42.523

rate 6 Schedule 7 CITY OF OMAHA, NEBRASKA Property Tax Rates Direct and Overlapping Governments 2005— 2010

2009—2010 2008—2009 2007—2008 2006—2007 2005—2006 City of Omaha: General fund $ 026112 0.24312 0.24312 0.24312 0.24312 Judgment 0.00600 0.00600 0.00600 0.00600 0.00600 Dehtservice 0.19281 0.17581 0.17581 0.17581 0.17581 Redevelopment debt service 0.0 1594 0.00894 0.00894 0.00894 0.00894 Total City of Omaha 0.47587 0.43387 0.43387 0.43387 0.43387 Overlapping rates’: Douglas County 0.24519 0.24519 0.24519 0.26144 0.26427 Omaha Douglas Building Commission 0.01300 0.01300 0.01096 0.01096 0.01096 Papio NRD 0.03275 0.03375 0.03485 0.03844 0.03909 Omaha Public Schools 0.25572 1,20064 1.20059 1.19930 1.21849 Metro Community College 0.08500 0.06740 0.06740 0.06740 0.06740 Education service units 0.01500 0.01500 0.01500 0.01500 0.01500 Omaha Transit Authority 0.04674 0.04613 0.04617 0.04871 0.04890 Learning community 0.96000 Learning community — capital projects 0.00500 — — — Total overlapping rates 1.65840 1.62111 1.62016 1.64125 1.66411 Total tax rate $ 2.13427 2.05498 2.05403 2.075 12 2.09798 Note: Overlapping rates are those of local and county governments that apply to property owners within the City of Omaha. Sources: Douglas County Clerk’s Office and City of Omaha Finance Department.

See accompanying independent auditors’ report.

173 ScheduleS CITY OF OMAHA. NEBRASKA Principal Property Taxpayers 2008—2009

2008 2009 Percentage Percentage of total City of total City Taxable taxable Taxable taxable Type of assessed assessed assessed assessed Taxpayer business value Rank value value Rank value Oak View Mall LLC Retail management $ 102,718,064 IRET Properties I 041% $ 102,806,973 I 039% Real estate investment 82.688,268 168th and Dodge 2 0 33 83.662.754 4 0.32 LP Real estate management 78,031.368 Westroads Mall 3 031 77.771.368 6 0.29 LLC Retail management 71,684,222 Woodmen of the 4 0.28 82,216,174 5 0.31 World Life Insurance Insurance 60,878,879 Targei 5 0.24 59,504,648 10 0.22 Retail 56,958.833 6 First Data Resources, Inc 023 70.415.413 9 0.27 Payment processing 50,490,909 7 FirsiNational Bank of Omaha 0 20 — Banking 49,643.730 8 Commercial Federal Bank 0.20 77,008,639 7 029 Banking 49,629,599 9 0.20 —‘ United of Omaha Life Insurance Insurance — 47.705.599 10 0 19 96.319.743 3 First Dais Corp Payment 036 processing — — 96.677.542 Walmart Siores, Inc Retail 2 0.36 — — 72,204,178 8 0.27 Total S 650,429.471 259% $ 818,587,432 308% Source Douglas County Assessor.

See accompanying independent auditors’ report

174 Schedule 9 CITY OF OMAHA, NEBRASKA Propey Tax Levies and Collections Last Ten Fiscal Years

Collected within the year of the levy Total collections by year Taxes levied Collections for the Percentage of subsequent Percentage fiscal year Amount of levy years’ tax Amount of levy Year ended December 31: 2000 $ 77,109,264 75,432,998 9783% $ 1.574,753 77,007,751 99.87% 2001 76,293,126 74,827,346 98.08 .529,927 76,357,273 100.08 2002 80.533,297 78,176,656 97.07 1,061,170 79,237,826 9839 2003 82,461.501 80.538,622 97.66 1.479.440 82,018.062 9946 2004 84 8 1822 83 107 _49 98 72 I 6J 4DI 84 730 700 100 6 2005 87.170,521 85,897,631 98 54 2.762,734 88,660,365 101.71 2006 93,260.893 91.592,309 9821 1,572,719 93,165,028 9990 2007 96.605.427 96.518641 9991 1,623.515 98.142,156 101 59 2008 109,778,828 107,891,215 9828 2021,690 109,912,005 100.12 2009 15,018,659 113,644,205 9881 1,708,782 115,586,354 10049 Note: Property taxes are certified in August of each year by the Douglas County Assessor. The taxes are based on cents per $100 of taxable value. Taxes become due on January I of the following year and may he paid in two equal installments Taxes become delinquent if not paid by April 1 mid August I. Delinquent taxes bear I4% interest. The figures above include interest and penalties.

Sec accompanying independent auditors’ report

175 Schedule 10 CITY OF OMAHA, NEBRASKA Total City Taxable Sales Last Ten Fiscal Years

Total City Total taxable direct sales tax rate Year ended December 31: 2000 $ 7,173,553,467 0.0150 2001 7,251,510,800 0.0150 2002 7,368,729,867 0.0150 2003 7,605,363,133 0.0150 2004 8.058,991,867 0.0150 2005 8,292,560,467 0.0150 2006 8,347,206,667 0.0150 2007 8,819,720,867 0.0150 2008 9,037,370,000 0.0150 2009 8,989,044,733 0.0150 Source: City of Omaha Revenue Division.

See accompanying independent auditors’ report.

176 Schedule 11 CITY OF OMAHA, NEBRASKA Sales Tax Rates Direct and Overlapping Governments Last Ten Fiscal Years

Direct Overlapping’ City of State of Total Omaha Nebraska tax rate Fiscal year: 2000 0.015 0.050 0,065 2001 0.015 0.050 0.065 2002 0.015 0.055 0.070 2003 0.015 0.055 0.070 2004 0.015 0.055 0.070 2005 0.015 0.055 0.070 2006 0.015 0.055 0.070 2007 0.015 0.055 0.070 2008 0.015 0.055 0.070 2009 0.015 0.055 0.070 Note: Overlapping rates are those of other governments that apply to consumers within the City of Omaha.

See accompanying independent auditors’ report.

177 Sohodale 12 CITY OF OMAHA, NEBRASKA (4,4,,,,,) ((ussr rridirg Del,, hr (spe

ar I,,, (‘is,,,) Year, )Anerur,),,o hour,,,,), crops

General Tas as,e,smenl Hotel Tar Soccer Soccer T,rtal Net obligation ciapportod note, Re,enno Note, Capital rosenac sappoeted coronae note, Rroonne Capital pnman dobt per bond, bond, pa, able bond, par al,lo race, bond, bond, bond, payal,lo bond, lea,,, go,ornmont capita

25)0) 44), 54)2 (4555 31,10) — (253 23 — ‘4 — 63’9 2)10) 44 23) 3 14” I 45, 27 5 1 52’ 1 (58), I 75)) — ‘3 2), 35 — — 4,7,) 2772 (05 2)6)2 4458 8485 20)) ‘ ,S9 s27 , 4 (34 — 2288 557,) ((8)73 22214 245 474) 845 2)9 3 14’ 227 ‘‘“2, 72423 77 8242 (2)3 — 52)) 34 7 (15) 3 2) 743 — 9 75” 7(5 52 4,) 2)11)4 41,3 (1), 4) 2 39, 749)54 (65 — 37 3 -,, 2 5)75 2)2’’ — ((2,4 585 2)4 5 484 75), 5)2,, 7’4 7 I 2 99424 74) 3 ‘ 4 34 I 2 I I)) 45 2) 85 2)1)0 47), 21), 97 524) 441 4’S) 52) 2 94) (((25 33 9 54 73) (I) 4,, 2) 4,) 43(70 33 3) 3), 2)4)7 55682 9’ 4 49”,) 67) 7 2054 2(5 235 3)96 574(8 (1)’ 7,) (98,5 443)) 37 (56 20)15 5,8 1)2 ((1)4)) (54 47 8 49 7 70)1 22)) 288) 4(3(2 I ‘ S) (9535 532’S 5457) — 2)10’) 445 829 (0,875 4 20) 77(2 22’) 2,41)5 26s5 07(3) I ‘ 5 (87 2 82 45 32 ,28 — 44 4) 4 4), 563 NO N ire Doted, rege,drrre rho rh’rrrrllarrdrog lob) oars Ire friar,) r,rtlrere,rr,r, rho boo (able (7 Derrregraphrc rod (‘orroeoe ‘ 51,5,5,, 2r 0000ro aol (ropu)arreo dare

See aeLornpaorrng nodeperrdern audiO,, rep,irr Schedule 13 CITY OF OMAHA, NEBRASKA Ratios of General Obligation Debt Outstanding Last Ten Fiscal Years

Ratio of net debt Less amounts Net to estimated General available in bonded valuation obligation debt debt per of taxable bonds service fund Total capita’ real 2property Fiscal year: 2000 $ 446,391,472 38,287,801 408,103,671 1,046 2.27% 2001 449,256,472 25,917,537 423,338,935 1,047 2.28 2002 435,801,472 18,379,731 417,421,741 1,023 2.20 2003 432,926,472 11,057,002 421,869,470 1,022 2.17 2004 463,106,472 23,555,462 439,551,010 1,052 2.19 2005 484,756,472 18,892,007 465,864,465 1,101 2.17 2006 476,256,472 11,888,320 464,368,152 1,084 2.09 2007 536,826,472 16,491,540 520,334,932 1,202 2.06 2008 558,062,463 18,976,244 539,086,219 1,229 2.03 2009 545,829,194 13,489,712 532,339,482 1,171 1.97 Note: Details regarding the City’s outstanding debt can be found in the notes to the financial statements. Population data can be found in Table 17, Demographic and Economic Statistics. 2 Property value information can be found in Table 9, Assessed Value and Actual Value of Taxable Property.

See accompanying independent auditors’ report.

179 Schedule 14 CITY OF OMAHA, NEBRASKA Direct and Overlapping Governmental Activities Debt December 28, 2009

Estimated Direct and Debt percentage overlapping Governmental units outstanding applicable’ debt to the City Direct: City $ 545,829,194 100.00% $ 545,829,000 Overlapping: Douglas County 78,000,000 75.30 58,734,000 Omaha-Douglas Public Bldg. Commission 32,930,000 75.30 24,796,290 School District of 3Omaha 2 230,835,908 85.24 196,764,528 School District of 3Ralston 3,065,000 91.93 2,817,655 School District of 3Millard 142,155,000 66.78 94,931,109 Sãhool District of 3Elkhorn 113,415,000 52.30 59,316,045 School District No. 66 of Douglas 3County 16,185,000 100.00 16,185,000 616,585,908 453,544,627 Total $ 1,162,415,102 $ 999,373,627 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 governments that is borne by the residents and business of the City. 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. The percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentages were estimated by determining the portion of the City’s taxable assessed value and dividing it by the corresponding overlapping government unit’s taxable assessed value. 2 Payable from certain property tax revenues and payments to be made to it by the City of Omaha and Douglas County under certain contractual agreements. Actual rental payments by the City for 2009 were $1,426,789. The Act authorizing issuance of bonds by the Omaha-Douglas Public Building Commission permits them to levy a tax of $0.17 per $100 of actual valuation on all the taxable property in Douglas County. However, although the same Act authorizes the City to levy a tax on all the taxable property in the City, except intangible property, of $0.17 per $100 of actual valuation in excess of the Charter limitation described under “AUTHORITY TO LEVY TAXES,” if and to the extent necessary to make the City’s payments to the Commission, no such levy has ever been made by the City for such purpose. Residents of the City reside in one of the five school districts and pay taxes only to that school district. These numbers represent bonds outstanding as of December 28, 2009. The debt for the City of Omaha is based on the general obligation debt. Source: The information regarding the bonds outstanding comes from the State of Nebraska Auditor of Public Accounts website, reported as of December 28, 2009.

See accompanying independent auditors’ report.

180 ______

Schedule 15 CITY OF OMAHA, NEBRASKA Legal Debt Margin Information Last Ten Fiscal Years (Amount in thousands)

Fiscal year 2000 2001 2002 2003 2004 2005 2000 2007 204)8 2009 Debt Itmit S 553,775 627.956 649,656 665.235 679.093 52,329 779.309 885.578 927.848 937.2() Total net debt applicable to limit 408,104 423.338 417,421 421.869 439.551 465.864 464.368 520.335 539.086 532.350 Legal debt margin 5 145,671 204,618 232.235 243,366 239,542 286.465 314,941 365.243 388,762 415.381 Total net debt applicable to the limit as a percentage of debt litnit 73,69% 67.42% 64.25% 63.42% 64.73% 61,92% 59.59% 58.76% 58.10% 56.17% Legal debt margin calculation for fiscal year 2009 Taxable property values’ Real estate S 25.t4g,357 Personal property 1.929.355 Total assessed value 27,077.712 Debt limit (3 5% of total assessed value) 947.720 Debt applicable to limit General obligation bonds 545,829 Less amoutit set aside for repayment of getseral obligation debt 13,490 Total tiet debt applicable to limit 532,339 Legal debt margin S 415,381 Note: Under Article V. Section 5.27, Hattie Rule Charter of the City of Omaha. 1956 as amended, the City of Omaha’s ouistaindmg general obligation debt should not exceed 3.5% of the actual value of taxable real aitd personal property in the Cmv. By lass, the general obligation debt subtect to the limitation nnay be offset by’ amotnits set aside for repaying general obligation bonds.

See accompanying independent auditors’ report

1St Schedule 16 CITY OF OMAHA. NEBRASKA Pledged Revenue Coverage Last Ten Fiscal Years

Direct Net Gross operating available Debt service requirements revenue’ expenses revenue Principal Interest 3Total Coverage t’tilitv service 2 Sewer System charges 2000 S 35,052.080 23.075,218 1976.862 4,035,571 521.127 4,566.698 262 2001 34.879019 21,276.479 3,602.540 4.170,271 216.565 4.386,836 3.10 2002 34.518,700 23,155.281 11.363.419 4.385,710 90.900 4.476.610 2.54 2003 34.232,617 20.083.158 14,148.459 1.614.506 888,373 2.502.879 565 2004 32,182,282 22,072,931 10.109.351 1,487,511 1.745,792 3.233,303 3 13 2005 33.279,697 23,515,095 9,764,602 1,439,030 1,512,034 2.951,064 3.31 2006 34,759,942 24,434,713 10,325,229 2,475,854 2,558,781 5,034,635 2.05 2007 40.573.046 26,148,634 14,424.412 2,436,679 5,078.921 7,515,600 1.92 2008 41.969.126 29,381,293 12,587,833 3,832,682 5,080,556 8,913,238 1.41 2009 43,704.193 29,341,757 14,362.436 3,968,039 4,867,190 8,835,229 1,63 I) Generally, gross revenues include sewer use fees and interesl on investments. Generally, direct operating expenses include sewage treatment and pumping, sewer maintenance, administrative and general, and industrial waste control Excluded from direct operating expense are depreciation and amortization. The numbers reflect the total annual fiscal year’s debt service requirements on all the outstanding senior and junior revenue bonds and notes. Net revenues (‘onvention Center lIotel from Manager

2004 $ 2,250.535 4,981,155 (2,730,620) — 1,795,577 1,795.577 (1.52) 2005 5,l97,148 1,111,614 4,085,534 — 4,280,527 4,280,527 0.95 2006 7,046.759 1,766,738 5,280,021 5.3 18,665 5,3 18,665 0,99 2007 8.4 14,989 1,835,394 6.579.595 — 5,299,307 5,299,307 124 2008 9.715,892 1,956,436 7.759,456 —. 6,158,546 6,158,546 1.26 2009 7.065,949 1,863.396 5.202.553 5,192.217 5.192.217 1.00

Generally, gross revenues include itei resenues from manager and inieresi 0mmmmisestmenis. Generally, direct operanng expenses mclude administrative costs, taxes, and insurance Excluded from direct operaiing expense are depreciation and anmorimzaimon Debt service noi covered by capitalized inieresi Ibid opened April I, 2004. Dock rental Dodge Park Marina Fund fees

2000 $ 406.995 265,736 141.249 110.000 50.655 160,655 0.88 2001 413.882 189.002 224.880 120,000 46,155 166,155 1.35 2002 467.548 233,394 234,054 l20,000 41,355 161,355 1.45

2003 407,690 230,315 l67.375 130,000 36.309 166.309 I 01 2004 406,644 219,965 186,679 130,000 30.524 160.524 1.16 2005’ 424,648 277,860 146.788 140,000 24,628 164,628 0.89 2006 414,992 261,985 183,007 140000 18.398 158,398 1.16

2007 517,829 300,929 216,900 I 50,000 12,038 162,038 1,34 2008 504,623 325,086 179.537 155,000 5,288 160,288 1,12 2009 498.450 450,812 47.638 — — — N/A Generally, gross revenues include metslip rental fees, concessions, and interest on mmivestments. Generally, direct operating expenses include operating and maintenance costs. Excluded from direct operating expense are depreciation and amortization, Special tax revenue Redevelopment redevelopment bonds Levy

2000 $ 1,437,048 — 1,437,048 750,000 328,224 I 078,224 1,33 2001 l,608,15t — l,608,45l 780,000 750,921 l,530,92l 1.05 2002 1,631,668 — 1,631,668 810,000 1,830,447 2.640.447 0.62 2003 1,698,219 — 1,698,219 855,000 1,721,344 2,576,344 0.66 2004 1,757,854 — 1,757,854 885,000 1,125,071 2,010,071 0.87 2005 l.8l5,671 — 1,815,671 1,125.000 2,082,762 3,207,762 057 2006 1,924.414 — 1,924.414 1.360,000 1.929,602 3,289,602 0.58 2007 1.987,825 — 1,987,825 1,095,000 I,768,36l 2.863,361 069 2008 2,266.497 — 2,266.497 1.420,000 1,889.680 3,309,680 068 2009 2.386,049 — 2,386.049 1,730.000 2,105.945 3.835,945 0.62 Gross revenue include the Special Tax Redevelopment PropermxTax Levy.

182 (Continued) Schedule 16 CITY OF OMAHA, NEBRASKA Pledged Resenue Coverage Last Ten Fiscal Years

Direct Net Gross operating available Debt service requirements revenue expenses revenue Principal Interest 3Total Coverage ttililv service 2 Sewer System tcharges Special Obligation Bonds

2002 S 103,185031 -- 103.185,031 739,872 73c,872 13946 2003 105,555,834 105,555,834 613,217 3.425,480 4.038,697 2614

2004 114,508,723 I 4.508.723 596.024 3.401.295 3,997.319 2865 2005 119,192.195 119,192.495 621.813 3.376,938 3.998.751 2981 2006 116.878,412 116,878.412 643.542 3,352,007 3,995,549 2925 2007 121.702.023 - 121.702,023 670.527 3,325.702 3,996.229 3045 2008 128,318,818 — 128,318.818 699,182 2.455.815 3.154,997 4067 2009 125.060.406 — 125,060.406 1,442,837 3,645.523 5.088,360 2458 Gross revenues iticlude state cigarette tax. TIF revenues, laud sales, and sales tax. Sewer Revenue portion of debt service requirement reported under the Sewer Revettue Futtd. Street & Highway ‘[ax Allocation Bonds

2007 5 28.368.167 — 28.368.167 85,000 50.826 135.826 208.86 2008 29.459,975 — 29.459,975 97.018 140.000 237.0 18 12429 2009 27.572,563 — 27.572.563 91084 145.000 236,084 116.79 Gross revenues include state street aitd highway allocation taxes.

See accoinpalsying independent auditors’ report

183 Schedule 17 CITY OF OMAHA, NEBRASKA Demographic and Economic Statistics Last Ten Fiscal Years

Per capita Personal personal School Unemployment Population’ 2income 2income enrollment 4rate Fiscal year: 3 2000 390,007 $ 16,334,000 35,186 69,512 2.8% 2001 404,516 16,811,493 35,928 70,032 3.3 2002 408,202 17,373,867 36,852 70,695 3.9 2003 412,679 18,084,044 38,008 71,325 4.3 2004 417,702 19,221,889 39,970 72,407 4.3 2005 423,255 20,283,646 41,693 73,182 4.3 2006 428,263 21,424,933 43,599 74,288 3.4 2007 432,791 22,786,541 45,946 75,318 3.3 2008 438,646 N/A N/A 75,764 3.7 2009 454,731 N/A N/A 77,096 5.0 Sources: ‘U.S. Census Bureau. 2 U.S. Department of Commerce Bureau of Economic Analysis. Personal Income and Per Capita Income are based on Douglas County figures. The figures for the year 2000 Personal Income and Per Capita Personal Income are based on estimates. Omaha Public Schools, Millard Public Schools, District 66. ‘ United States Department of Labor - Bureau of Labor Statistics The unemployment rates are for the Omaha-Council Bluffs Metropolitan Statistical Area.

See accompanying independent auditors’ report.

184 Schedule 18 CITY OF OMAHA, NEBRASKA Principal Employers

2009 Percentage of total City Employer Employees Rank employment

Offutt Air Force Base 7,500+ 1 1.99% Alegent Health 7,500± 2 1.99 Omaha Public Schools 7,500± 3 1.99

Methodist Health System 5,000± 4 1.32 The Nebraska Medical Center 5.000+ 5 1.32 First Data 2,500+ 6 1.32 Union Pacific Corp. 2,500+ 7 0.66 University of Nebraska Medical Center 2,500+ 8 0.66 West Corp. 2,500± 9 0.66 First National Bank of Nebraska 2.500+ 10 0.66 Mutual of Omaha 2,500± 1] 0.66 ConAgra Foods 2,500± 12 0.66 Creighton University 2.500± 13 0.66 City of Omaha 2,500± 14 0.66 University of Nebraska Omaha 2,500± 15 0.66 Total 57,500± 15.87% 2008 Percentage of total City Employer Employees Rank employment

Offutt Air Force Base 10,000± 1 2.65% Alegent Health 7,500± 2 1.99 Omaha Public Schools 7,500± 3 1.99 Methodist Health System 5,000± 4 1.32 First Data 5,000± 5 1.32 First National Bank 2,500± 6 0.66 Union Pacific Corp. 2,500± 7 0.66 University of Nebraska Medical Center 2,500± 8 0.66 The Nebraska Medical Center 2,500± 9 0.66 Conagra Foods 2,500± 10 0.66 Mutual of Omaha 2,500± 11 0.66 Oriental Trading Company 2,500± 12 0.66 PayPal 2,500± 13 0.66 University of Nebraska Omaha 2,500± 14 0.66 Creighton University 2,500± 15 0.66 Total 60,000± 15.87% Note: Data not available for Employers eight years prior.

Sources: Greater Omaha Economic Development Partnership — Omaha Chamber of Commerce website.

See accompanying independent auditors’ report.

185 Schedule 19 CITY OF OMAHA, NEBRASKA Full-Time Equivalent City Government Employees by Function,ProDam Last Ten Fiscal Years

Full-time equivalent employees as of December 31 2000 ‘001 2002 2003 2004 2005 2006 2007 2008 2009 Function: General government 264 269 255 194 178 182 Public safety: 165 161 171) 170 Police Sworn 738 754 756 708 745 768 Civilians 772 751 796 765 180 183 190 182 173 ISO Fire 170 161 147 143 Sworn 588 588 632 636 (,37 634 651 630 662 Civilians tt tO 667 10 10 9 8 8 9 9 Prosecutors 21 19 17 5 17 17 17 17 13 11 Transportation services 268 265 264 12 251 229 229 244 249 255 21)2 Commumt’developmenl 102 101 101 lOt 103 105 102 106 118 11’ Culture and parks 289 288 270 251 228 210 208 211 221 Other public services 106 102 208 94 88 93 87 96 98 96 Golf 32 32 95 32 31 29 25 25 23 Tennis 1 21 22 1 1 1 1 1 1 I Dodge Park Marina I I I I I I I I I Printing and graphics 8 8 7 I 4 4 — Sewer 7 5 5 3 58 59 42 45 45 45 42 57 57 57 Air quatiiy control 6 6 6 6 6 7 7 7 7 7 Compost 7 7 5 6 6 6 7 7 7 7 Parking facilities — — I I I I I — I — Environmental engineering — — 17 16 15 — — — — — Total 2,680 2,693 2,701 2,549 2,520 2,504 2,524 2,491 2,584 2,542 Source City of Omaha Annual Budgets.

See accompanying independent auditors’ report

186 Schedule 20 (ITYOFOMAHA NEBRASKA Operating Indicators by Function Program Last Ten Fiscal Years

Fiscal years 2000 2001 2002 2003 2004 200 2006 2007 2008 2000 Function General govefltnietit:

Law — civic: Civil active cases 400 480 400 452 416 Public safety: 416 350 389 161 241 Police Calls for service 397,574 295,664 273437 236,038 231.104 Incidents of attests 234,149 235,065 232,586 226,616 236.670 40,491 28,651 28,548 28,194 26,572 Traffic citations: 28,019 32,266 32,732 32,178 25,009 55,610 42,326 37,844 18,875 29,257 Moving 30,611 33,238 28.834 20,120 24.409 Fire: Firecallsanswered 2,188 2.130 2.185 1,911 1.784 1.825 1.833 Average response time 4 nun 31 1.905 l,s20 1.549 sec 4 nun 50 sec 4 miii S0sec 4 mm 34 sec 4 miii 21 sec iranspottation services: 4 nun 34 sec 4 mm 36 sec 4 trim 34 seo 4 nun 31 sec 4 attn 25 sec Street maintenance: Asphalt repair (Lute miles) 1.570 1.570 1.570 1.570 1.570 Culture and recreation: .600 1,600 1.682 1.682 1.682 Library Number of items checked oat bypablic 2,268,826 2,503,981 2,512,701 2,425,399 2,375,781 Recreation: 2,500,000 2,889.557 2,855,393 3,002.144 3,131,585 Attendance commnnit centers 517,784 549.000 660.285 659.182 630.964 Community development: 629.618 658,835 720.778 611.081 615,000 Planning Planuting board case reviews 479 370 268 418 422 Golf: 561 390 452 233 277 Golfrouutds played 264,863 230,050 214.912 207.850 214.000 206,000 195.911 189.346 182,157 181(100 Note. The figtues shown above are based Ott actuals Source. City of Omaha Annual budget.

See accoinpan’.tng independent auditots’ report.

187 ______

CITY OF OMAHA, NEBRASKA Schedule 21 Capital Asset Statistics by Function/Program Last Ten Fiscal Years

Fiscal_years 2000 2001 2002 2003 2004 Function: 200$ 2006 2007 2008 2009 Public safety: Police precincts (includes headquarters) 5 5 5 5 5 5 5 Police horse patrol facility I 1 5 5 5 I I I I I Emergency response and traffic facility I I I I I I I 1 I Poltce air support facility 1 I I I I I I I I Ftre stations (includes headqttarters) 23 23 I I 23 23 23 23 23 Police/fire training facility — - — — — 23 24 24 Medic mitts — 1 1 I 10 II 13 13 Transportation services: 13 13 13 15 IS IS Lane miles of streets, striped 780 790 790 825 825 Streetlights 830 840 870 870 940 49,024 49,829 50,634 50,672 51,100 Cnllure and recreation: 51,528 52,834 53,696 54,852 56,277 Parks acreage 8,238 8,238 8,238 8,284 8,284 Parks 8,284 8,537 8,537 8,680 9,455 Swtintnmg pools (outdoor) 17 17 16 17 Swtmtnmg pools (ittdoor) 16 16 16 2 2 2 2 14 Golf courses (public) 2 2 3 8 8 8 8 3 Communitycenters 8 8 8 8 8 IS 15 15 15 8 Recreation cettlers 15 15 15 15 15 16 7 8 8 8 8 Libraries 8 8 8 8 8 10 10 10 10 10 Sewer. 10 10 11 Il 12 Sewerltnecleaned(linearfeet) 2,123,501 2,345,135 2,602,317 2,527,691 2,182,938 3,171,496 3,405,072 3,383,994 3,150,344 3,383,994 Note: These figures are based on actuals frosts the City budget. Sources: Various City departments.

See accompanying itudependenu auditors’ report.

188

APPENDIX C

FORM OF CONTINUING DISCLOSURE UNDERTAKING

Following is the text of Section 11 of the Ordinance. Such Ordinance provisions comprise the City’s continuing disclosure undertakings pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i) with respect to the Bonds.

That the City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Bonds in accordance with Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the “Rule”). Capitalized terms used in this Section 11 and not otherwise defined in this Ordinance shall have the meanings assigned such terms in subsection (c) hereof. It being the intention of the City that there be full and complete compliance with the Rule, this Section shall be construed in accordance with the written interpretative guidance and no-action letters published from time to time by the Securities and Exchange Commission and its staff with respect to the Rule.

(a) The City undertakes to provide the following information as provided in this Section 11:

(i) Annual Financial Information;

(ii) Audited Financial Statements, if any; and

(iii) Material Event Notices.

(b) The City shall while any Bonds are outstanding provide the Annual Financial Information on or before the date which is 270 days after the end of each fiscal year of the City (the “Report Date”) to the MSRB in an electronic format accompanied by identifying information as prescribed by the MSRB. The City shall include with each submission of Annual Financial Information a written representation to the effect that the Annual Financial Information is the Annual Financial Information required by this Section 11 and that it complies with the applicable requirements of this Section 11 and that it has been provided to the MSRB. If the City changes its fiscal year, it shall provide written notice of the change of fiscal year to the MSRB. It shall be sufficient if the City provides to the MSRB any or all of the Annual Financial Information by specific reference to documents previously provided to the MSRB or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB.

If not provided as part of the Annual Financial Information, the City shall provide the Audited Financial Statements when and if available while any Bonds are outstanding to the MSRB.

If a Material Event occurs while any Bonds are Outstanding, the City shall provide a Material Event Notice in a timely manner to the MSRB. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Bonds.

The City shall provide in a timely manner to the MSRB notice of any failure by the City while any Bonds are outstanding to provide to the MSRB Annual Financial Information on or before the Report Date.

Any filing or report under this Section 11 may be made solely by transmitting such filing or report to the MSRB in an electronic format accompanied by identifying information as prescribed by the MSRB.

(c) The following are the definitions of the capitalized terms used in this Section 11 and not otherwise defined in this Ordinance:

(i) “Annual Financial Information” means the financial information or operating data with respect to the City, provided at least annually, of the type included in Appendix B of the final official statement with respect to the Bonds. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles (“GAAP”) for governmental units as prescribed by the Government Accounting Standards Board (“GASB”). Such financial statements may, but are not required to be, Audited Financial Statements.

(ii) “Audited Financial Statements” means the City’s annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by such auditor as shall be then required or permitted by the laws of the State of Nebraska.

(iii) “Material Event” means any of the following events, if material, with respect to the Bonds:

1. Principal and interest payment delinquencies;

2. Non-payment related defaults;

3. Unscheduled draws on debt service reserves reflecting financial difficulties;

4. Unscheduled draws on credit enhancements reflecting financial difficulties;

5. Substitution of credit or liquidity providers, or their failure to perform;

6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;

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7. Modifications to rights of Bondholders;

8. Bond calls;

9. Defeasances;

10. Release, substitution or sale of property securing repayment of the Bonds; and

11. Rating changes.

(iv) “Material Event Notice” means electronic notice of a Material Event.

(v) “MSRB” means the Municipal Securities Rulemaking Board. On July 1, 2009 the MSRB became the sole repository to which the City must electronically submit Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices pursuant to this Section 11. Reference is made to Commission Release No. 34-59062, December 8, 2008 (the “Release”) relating to the MSRB’s Electronic Municipal Market Access (“EMMA”) system for municipal securities disclosure which became effective on July 1, 2009. To the extent applicable to this Section 11, the City shall comply with the Release and with EMMA.

(d) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds no longer are outstanding. This Section 11, or any provision hereof, shall be null and void in the event that the City obtains an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Section 11, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds, provided that the City shall have provided notice of such delivery and the cancellation of this Section 11 to the MSRB.

(e) This Section 11 may be amended, without the consent of the Bondholders, but only upon the City obtaining an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of this Section 11 by the City with the Rule, provided that the City shall have provided notice of such delivery and of the amendment to the MSRB. Any such amendment shall satisfy, unless otherwise permitted by the Rule, the following conditions:

(i) The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the obligated person or type of business conducted;

(ii) This Section 11, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into

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account any amendments or interpretations of the Rule, as well as any change in circumstances;

(iii) The amendment does not materially impair the interests of Bondholders, as determined either by parties unaffiliated with the City (such as nationally recognized bond counsel), or by approving vote of Bondholders pursuant to the terms of the Ordinance at the time of the amendment; and

(iv) The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change, if any, in the type of operating data or financial information being provided.

(f) Any failure by the City to perform in accordance with this Section 11 shall not constitute an Event of Default with respect to the Bonds. If the City fails to comply herewith, any Bondholder or beneficial owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations hereunder.

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APPENDIX D

FORM OF OPINION OF BOND COUNSEL

[Letterhead of Kutak Rock LLP]

November __, 2010

City Council of the City of Omaha, Nebraska Omaha/Douglas Civic Center 1819 Farnam Street Omaha, NE 68183

$______City of Omaha, Nebraska General Obligation Refunding Bonds Series of 2010

Ladies and Gentlemen:

We have acted as Bond Counsel in connection with the issuance and sale by the City of Omaha, a municipal corporation in the State of Nebraska, of $______aggregate principal amount of General Obligation Refunding Bonds, Series of 2010 (the “Bonds”). The Bonds are issuable as fully registered Bonds without coupons dated as of their date of delivery in the denomination of $5,000 or any integral multiple thereof, bearing interest payable semiannually on June 1 and December 1 of each year, commencing June 1, 2011, at the rates per annum set forth in the schedule below.

The Bonds mature serially in numerical order on December 1, in each of the years and in the principal amounts as follows:

Maturity Date Principal Interest Maturity Date Principal Interest (December 1) Amount Rate (December 1) Amount Rate

2011 2021 2012 2022 2013 2023 2014 2024 2015 2025 2016 2026 2017 2027 2018 2028 2019 2029 2020 2030

The Bonds maturing December 1, 2021 and thereafter are subject to redemption at the option of the City of Omaha at any time on or after December 1, 2020, upon the terms and at the prices set forth therein. The Bonds recite that they are issued by the City of Omaha to provide for payment of the costs of refunding certain outstanding general obligation indebtedness of the City, and in each case under and pursuant to and in full conformity with the Constitution and Statutes of the State of Nebraska and the Charter of the City of Omaha, and pursuant to and in full compliance with the proceedings of the City Council of the City of Omaha duly enacted and adopted.

The City has covenanted in the ordinance pursuant to which the Bonds have been issued to comply with all necessary provisions of the Internal Revenue Code of 1986, as amended (the “Code”), to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Noncompliance by the City with such restrictions may cause the interest on the Bonds to be subject to federal income taxation retroactive to their date of issue.

We have examined the Constitution and Statutes of the State of Nebraska, the Charter of the City of Omaha, certified copies of proceedings of the City Council of the City of Omaha authorizing the issuance of the Bonds, and an executed bond of said issue.

In our opinion the Bonds have been authorized and issued in accordance with the Constitution and Statutes of the State of Nebraska and the Charter of the City of Omaha, and constitute valid and legally binding obligations of the City, and the City has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all the property within the City of Omaha subject to taxation by the City of Omaha without limitation as to rate or amount.

The rights of the owners of the Bonds and the enforceability thereof may be subject to valid bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors.

It is also our opinion that, assuming compliance by the City of Omaha with the covenant referred to in the fourth paragraph of this letter, the interest on the Bonds is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the “adjusted current earnings” of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation’s earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of each such corporation’s adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses).

The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient’s particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Bonds.

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It is further our opinion that, under the existing laws of the State of Nebraska, interest income on the Bonds is exempt from Nebraska state income taxation as long as it is exempt for purposes of the federal income tax.

Very truly yours,

[To be signed and delivered at closing by Kutak Rock LLP]

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APPENDIX E

SCHEDULE OF PRIOR BONDS

Douglas County Sanitary and Improvement District No. 406 (Vanderbilt Apartments) General Obligation Bonds, Series 2007 Dated December 1, 2007 Maturity December 1 Amount Interest Rate CUSIP

2013 $60,000 6.25% N/A 2014 60,000 6.25 N/A 2015 60,000 6.25 N/A 2016 60,000 6.25 N/A 2017 60,000 6.25 N/A 2018 60,000 6.25 N/A 2019 60,000 6.25 N/A 2020 60,000 6.25 N/A

Douglas County Sanitary and Improvement District No. 449 (West Pointe) General Obligation Bonds, Series 2007 Dated February 15, 2007 Maturity November 15 Amount Interest Rate CUSIP

2012 $90,000 4.25% 25930D AF0

Douglas County Sanitary and Improvement District No. 459 (Legacy) General Obligation Bonds Series 2007 Dated October 1, 2007

Maturity October 1 Amount Interest Rate CUSIP

2014 $130,000 4.70% 259264 BC2 2015 135,000 4.80 259264 BD0 2016 135,000 4.85 259264 BE8 2017 130,000 4.90 259264 BF5 2018 140,000 5.00 259264 BG3 2019 135,000 5.05 259264 BH1 2020 140,000 5.10 259264 BJ7 2021 150,000 5.15 259264 BK4 2022 160,000 5.20 259264 BL2 2023 165,000 5.25 259264 BM0 2024 175,000 5.30 259264 BN8 2025 230,000 5.30 259264 BP3 2026 220,000 5.35 259264 BQ1 2027 900,000 5.35 259264 BR9

Douglas County Sanitary and Improvement District No. 461 (Fire Ridge) General Obligation Bonds Series 2006 Dated November 1, 2006

Maturity November 1 Amount Interest Rate CUSIP

2012 $20,000 4.35% 25929L AF5 2013 25,000 4.40 25929L AG3 2014 30,000 4.45 25929L AH1 2015 35,000 4.50 25929L AJ7 2016 35,000 4.55 25929L AK4 2017 40,000 4.60 25929L AL2 2018 40,000 4.65 25929L AM0 2019 45,000 4.70 25929L AN8 2020 45,000 4.75 25929L AP3 2021 50,000 4.80 25929L AQ1 2022 50,000 4.85 25929L AR9 2023 50,000 4.90 25929L AS7 2024 55,000 4.95 25929L AT5 2025 55,000 5.00 25929L AU2 2026 350,000 5.00 25929L AV0

Douglas County Sanitary and Improvement District No. 470 (Whispering Ridge) General Obligation Bonds, Series 2006 Dated October 1, 2006 Maturity October 1 Amount Interest Rate CUSIP

2024 $75,000 4.95% 25929V AT3 2025 400,000 5.00 25929V AU0 2026 425,000 5.00 25929V AV8 2027 450,000 5.05 25929V AW6 2028 500,000 5.05 25929V AX4 2029 525,000 5.10 25929V AY2 2030 550,000 5.10 25929V AZ9 2031 600,000 5.15 25929V BA3

Douglas County Sanitary and Improvement District No. 498 (Pacific Pointe) General Obligation Bonds Series 2006 Dated November 15, 2006

Maturity November 15 Amount Interest Rate CUSIP

2012 $100,000 4.30% 25929N AF1 2013 105,000 4.35 25929N AG9 2014 110,000 4.40 25929N AH7 2015 110,000 4.45 25929N AJ3 2016 115,000 4.50 25929N AK0 2017 125,000 4.55 25929N AL8 2018 130,000 4.60 25929N AM6 2019 135,000 4.65 25929N AN4 2020 140,000 4.70 25929N AP9 2021 145,000 4.75 25929N AQ7 2022 155,000 4.80 25929N AR5 2023 160,000 4.85 25929N AS3 2024 170,000 4.90 25929N AT1 2025 180,000 4.95 25929N AU8 2026 185,000 5.00 25929N AV6

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City of Omaha, Nebraska General Obligation Refunding Bonds, Series of 2000 Dated December 1, 2000

Maturity December 1 Amount Interest Rate CUSIP

2011 $1,960,000 4.60% 681712 LD5 2012 1,890,000 5.75 681712 LE3 2013 1,085,000 5.75 681712 LF0 2014 840,000 5.75 681712 LG8 2015 440,000 5.75 681712 LH6 2016 275,000 5.75 681712 LJ2 2017 705,000 5.75 681712 LK9

City of Omaha, Nebraska Various Purpose Bonds, Series of 2001 Dated November 15, 2001

Maturity November 15 Amount Interest Rate CUSIP

2012 $1,050,000 4.00% 681712 LZ6 2013 1,050,000 4.00 681712 MA0 2014 1,050,000 4.20 681712 MB8 2015 1,050,000 4.30 681712 MC6 2016 1,050,000 4.40 681712 MD4 2017 1,050,000 4.50 681712 ME2 2018 1,050,000 4.55 681712 MF9 2019 1,050,000 4.60 681712 MG7 2020 1,050,000 4.70 681712 MH5 2021 1,050,000 4.75 681712 MJ1

City of Omaha, Nebraska Various Purpose Bonds, Series of 2003 Dated March 1, 2003

Maturity May 1 Amount Interest Rate CUSIP

2014 $840,000 3.65% 681712 MZ5 2015 840,000 3.75 681712 NA9 2016 840,000 3.85 681712 NB7 2017 840,000 4.00 681712 NC5 2018 840,000 4.05 681712 ND3 2019 840,000 4.15 681712 NE1 2020 840,000 4.25 681712 NF8 2021 840,000 4.35 681712 NG6 2022 840,000 5.00

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