New York, November 21, 2012 --

Moody's Rating

Issue: Unlimited Tax Urban Redevelopment Improvement General Obligation Bonds, Series 2012D; Rating: Aa1; Sale Amount: $28,000,000; Expected Sale Date: 12-03-2012; Rating Description: General Obligation

Issue: Unlimited Tax Urban Redevelopment General Obligation Bonds Series 2012E (Streetcar System); Rating: Aa1; Sale Amount: $5,000,000; Expected Sale Date: 12-03-2012; Rating Description: General Obligation

Issue: Unlimited Tax Various Purpose General Obligation Refunding Bonds Series 2012F; Rating: Aa1; Sale Amount: $20,000,000; Expected Sale Date: 12-03-2012; Rating Description: General Obligation

Opinion

Moody's Investors Service has assigned a Aa1 rating to the City of Cincinnati's (OH) $28.0 million Unlimited Tax Urban Redevelopment Improvement General Obligation Bonds, Series 2012D, $5.0 million Unlimited Tax Urban Redevelopment General Obligation Bonds, Series 2012E (Streetcar System), and $20.0 million Unlimited Tax Various Purpose General Obligation Refunding Bonds, Series 2012F. Concurrently, Moody's has affirmed the Aa1 rating and stable outlook on the city's outstanding general obligation unlimited tax debt. Moody's has also affirmed the Aa2 rating on the city's outstanding economic development non-tax revenue debt and the Convention Facilities Authority of Hamilton County's Second Lien Revenue Bonds, Series 2004. Post-sale, the city will have $543.4 million of general obligation unlimited tax debt outstanding and $96.6 million economic development non-tax revenue debt outstanding; $19.6 million of the Convention Facilities Authority of Hamilton County's Second Lien Revenue Bonds, Series 2004 remains outstanding (an additional $11.3 million has been legally defeased).

SUMMARY RATINGS RATIONALE

The bonds are secured by the city's general obligation unlimited tax pledge. Proceeds of the Series 2012D and Series 2012E bond will finance design work and other capital projects related to the city's street car project linking the downtown business district with the Over-the-Rhine neighborhood. While ultimately secured by the city's general obligation unlimited tax pledge, the city intends to pay debt service for the Series 2012E bonds with tax increment revenues. Proceeds of the Series 2012F bonds will advance refund portions of several outstanding issues of general obligation unlimited tax bonds for estimated savings.

The Aa1 rating and stable outlook on the current GOULT issues is based on Cincinnati's pressured but still satisfactory financial position, including the recent stabilization of income tax revenues; moderate financial flexibility provided by available but unused levy authority; the city's economically diverse tax base that is supported by considerable institutional presence; relatively weak socio-economic indices; manageable debt position with significant sources of non-levy support; and ongoing pension funding challenges that are somewhat mitigated by the strong funded position of the city's OPEB liabilities. The stable outlook reflects our belief that the city's recent use of reserves to support operations is moderate and well-controlled. Due to management's continued adherence to long-standing financial policies, demonstrated willingness to reduce expenditures to prevent depletion of reserves, we expect Cincinnati's credit quality to remain stable despite moderate ongoing pressures.

The Aa2 rating and stable outlook on the economic development non-tax revenue debt is based on the credit characteristics inherent in the Aa1 general obligation rating and stable outlook, the legal provisions of the master and supplemental trust indentures that govern the city's economic development non-tax revenue debt, and the satisfactory, although declining debt service coverage provided by specific non-tax General Fund revenues.

The Aa2 rating and stable outlook on the Convention Facilities Authority of Hamilton County's Second Lien Revenue Bonds, Series 2004 is based on the legal structure, in particular the city's pledge to replenish the Contingent City Rent Fund and Revenue Stabilization Fund if primary pledged city and county hotel tax revenues are insufficient to pay debt service.

STRENGTHS

*Management's continued adherence to long-standing prudent financial policies

*Resumed growth of income tax revenues trends following declines in recent years

*Retained financial flexibility afforded by available but unused levy authority

*Diverse regional economy anchored by numerous corporate headquarters, health care organizations, and higher education institutions

*Ongoing public and private redevelopment throughout the city

*Conservative debt structure with no exposure to the risks of variable rate debt or interest rate swaps

*Overfunded status of OPEB liabilities and recent implementation of pension reform measures

CHALLENGES

*Reliance on economically sensitive income tax revenues for the majority (67%) of General Fund revenues; income tax collections declined considerably during the economic downturn

*Substantial budget gaps during recent fiscal years required significant expenditure reductions, which may limit cost cutting options to address future pressures

*Resident per capita and median family income levels lag those of similarly rated credits

*High debt burden due to significant city, county, and school district borrowing

*City's annual pension contributions that are well below actuarial requirements despite annual increases to contribution rates

Outlook

The outlook on the City of Cincinnati is stable, representing our expectation that the city's diverse tax base and financial position will remain satisfactory in the near-to-medium term. Despite projecting a moderate draw on reserves in fiscal 2012, we believe that the city's credit quality, while pressured, has not considerably weakened during the economic downturn. Management's ongoing economic redevelopment efforts, careful budget monitoring, and ability to respond to budgetary pressures by reducing expenditures should continue to mitigate the impact of stresses on key credit characteristics. However, we note that the city's current inability to meet required pension contributions represents an ongoing point of budgetary stress which could lead to revision of the outlook if not addressed as part of the city's efforts to regain ongoing operational balance. Furthermore, the stable outlook reflects our expectation that the city will establish ongoing operational balance as it implements further budgetary solutions for both its 6-month fiscal year ending June 30, 2013, and for the subsequent fiscal year 2014 beginning July 1, 2013.

WHAT COULD CHANGE THE RATING UP (or revise the outlook to positive):

-Continuation of expenditure reductions and/or implementation of revenue enhancements that significantly grow reserves

-Economic expansion that leads to resumed valuation growth

-Significant improvement of resident income levels, unemployment rates, and other socioeconomic indicators that have historically lagged those of similarly rated credits

WHAT COULD CHANGE THE RATING DOWN (or revise the outlook to negative):

-Negative budget variances in income tax revenues coupled with an inability or unwillingness to implement corresponding expenditure reductions or alternate revenue generators

-Further declines in liquidity and/or fund balances in fiscal 2013 to levels materially below fiscal 2012 reserves without further ongoing budgetary adjustments to reestablish ongoing

operational balance

-Economic stagnation that impedes tax base growth and detracts from the success of economic revitalization efforts

-Inability to enact long-term pension contribution strategy to improve funded status

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was General Obligation Bonds Issued by U.S. Local Governments published in October 2009. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

The Global Scale Credit Ratings on this press release that are issued by one of Moody's affiliates outside the EU are endorsed by Moody's Investors Service Ltd., One Canada Square, Canary Wharf, London E 14 5FA, UK, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on www.moodys.com.

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

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Thomas Aaron Analyst Public Finance Group Moody'sInvestors Service, Inc.100 N Riverside Plaza Suite 2220 Chicago, IL 60606 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Jeffery YorgAsst Vice President - Analyst Public Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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