City of Chicago, Illinois Water Fund

City of Chicago, Illinois Water Fund Basic Financial Statements as of and for the Years Ended December 31, 2010 and 2009, Required Supplementary Information, Additional Information, Statistical Data, and Independent Auditors Report

CITY OF CHICAGO, ILLINOIS WATER FUND TABLE OF CONTENTS INDEPENDENT AUDITORS REPORT 1 2 MANAGEMENT S DISCUSSION AND ANALYSIS 3 11 BASIC FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009: Statements of Net Assets 12 Statements of Revenues, Expenses, and Changes in Net Assets 13 Page Statements of Cash Flows 14 15 Notes to Basic Financial Statements 16 33 ADDITIONAL INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2010 Schedule of Utility Plant 34 STATISTICAL DATA: 35 Changes in Net Assets, Three Years Ended December 31, 2010 36 Net Assets by Components, Three Years Ended December 31, 2010 37 Historical Financial Operations, Ten Years Ended December 31, 2010 38 Water System Accounts, Ten Years Ended December 31, 2010 39 Ten Largest Suburban Customers, for the Year Ended December 31, 2010 40 Revenue Bond Coverage, Ten Years Ended December 31, 2010 41 Long-Term Debt, Three Years Ended December 31, 2010 42 Capital Improvement Program, 2011 2015 43 Water System Pumpage and Capacity, Ten Years Ended December 31, 2010 44 Miscellaneous Statistical Data, for the Years Ended December 31, 2010 and 2009 45 Operating Information by Function, Three Years Ended December 31, 2010 46 Population of Service Area Last Five Census Periods, 1970 2010 47 Principal Employers (Non-Government), for the Year Ended December 31, 2010 48 Population and Income Statistics, Three Years Ended December 31, 2010 49

INDEPENDENT AUDITORS REPORT The Honorable Rahm Emanuel, Mayor, and Members of the City Council City of Chicago, Illinois We have audited the accompanying basic financial statements of the Water Fund ( Water Fund ) of the City of Chicago, Illinois ( City ) as of December 31, 2010 and 2009, and for the years then ended, as listed in the foregoing table of contents. These financial statements are the responsibility of the City s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 for the Water Fund. 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 audits provide a reasonable basis for our opinion. As discussed in Note 1 to the basic financial statements, the basic financial statements referred to above present only the Water Fund and are not intended to present the financial position of the City, and the results of its operations and the cash flows of its proprietary fund types, in conformity with accounting principles generally accepted in the United States of America. In our opinion, such basic financial statements present fairly, in all material respects, the financial position of the Water Fund as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1 to the basic financial statements, effective January 1, 2010, the Water Fund adopted Statement No. 53 of the Government Accounting Standards Board (GASB), Accounting and Financial Reporting for Derivative Instruments. The Management s Discussion and Analysis, as listed in the foregoing table of contents, is not a required part of the basic financial statements, but is supplementary information required by the GASB. The Management s Discussion and Analysis is the responsibility of the City s management. We have applied certain limited procedures that consisted principally of inquiries of management regarding methods of measurement and presentation of the required supplementary information. However, we did not audit the information and we express no opinion on it.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information, as listed in the foregoing table of contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements. The additional information is the responsibility of the City s management. Such additional information has been subjected to the auditing procedures applied in our audits of the basic financial statements, and, in our opinion, is fairly presented, in all material respects, when considered in relation to the basic financial statements taken as a whole. Our audits were conducted for the purpose of forming an opinion on the Water Fund s respective financial statements that collectively comprise the Water Fund s basic financial statements. The statistical data, as listed in the foregoing table of contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements. The statistical data is the responsibility of the City s management. Such statistical data has not been subjected to auditing procedures and, accordingly, we express no opinion on it. June 29, 2011-2 -

CITY OF CHICAGO, ILLINOIS WATER FUND MANAGEMENT S DISCUSSION AND ANALYSIS The following discussion and analysis of City of Chicago, Illinois, Water Fund s ( Water Fund ) financial performance provides an introduction and overview of the Water Fund s financial activities for the fiscal years ended December 31, 2010 and 2009. Please read this discussion in conjunction with the Water Fund s basic financial statements and the notes to basic financial statements following this section. FINANCIAL HIGHLIGHTS 2010 2009 Operating revenues for 2010 increased by $48.2 million compared to prior-year operating revenues. This increase is primarily due to the 14% increase in water rate effective January 1, 2010, offset by a decrease in pumpage. Operating expenses before depreciation and amortization for 2010 increased by $5.0 million compared to 2009 due to increases in workmen s compensation, provision for doubtful accounts, and indirect costs offset by decreases in salaries, pension contributions, natural gas, and electric charges. The Water Fund s total net assets at December 31, 2010, were $1,060.1 million. This is an increase of $62.6 million over total net assets at December 31, 2009. Utility plant increased in 2010 by $135.7 million due to the continuing capital improvement program. Operating revenues for 2009 increased by $40.0 million compared to prior-year operating revenues. This increase is primarily due to the 15% increase in water rate effective January 1, 2009, offset by a decrease in pumpage of 2.2%. Operating expenses before depreciation and amortization for 2009 decreased by $2.7 million compared to 2008 due to decrease in salaries and overtime, natural gas charges and insurance premiums offset by an increase in chemical costs, electric charges, provision for doubtful accounts, and indirect costs. The Water Fund s total net assets at December 31, 2009, were $997.5 million. This is an increase of $31.2 million over total net assets at December 31, 2008. Utility plant increased in 2009 by $181.3 million due to the continuing capital improvement program. OVERVIEW OF THE BASIC FINANCIAL STATEMENTS This discussion and analysis is intended to serve as an introduction to the Water Fund s basic financial statements. The Water Fund s basic financial statements comprise the financial statements and the notes to basic financial statements. In addition to the basic financial statements, this report also presents additional information after the notes to basic financial statements. - 3 -

The statements of net assets present all of the Water Fund s assets and liabilities using the accrual basis of accounting, which is similar to the basis of accounting used by private-sector companies. The difference between assets, deferred outflows, and liabilities is reported as net assets. The increase or decrease in net assets may serve as an indicator, over time, as to whether the Water Fund s financial position is improving or deteriorating. The statements of revenues, expenses, and changes in net assets present all current-year revenues and expenses, regardless of when cash is received or paid, and the ensuing change in net assets. The statements of cash flows report how cash and cash equivalents are provided and used by the Water Fund s operating, capital financing, and investing activities. These statements present the cash received and disbursed, the net increase or decrease in cash and cash equivalents for the year, and the cash and cash equivalents balance at year-end. The notes to basic financial statements are an integral part of the basic financial statements; accordingly, such disclosures are essential to a full understanding of the information provided in the basic financial statements. In addition to the basic financial statements, this report includes statistical data. The statistical data section presents unaudited debt service coverage calculation and includes certain unaudited information related to the Water Fund s historical financial and nonfinancial operating results and capital activities. FINANCIAL ANALYSIS At December 31, 2010, the Water Fund s financial position continued to be strong with total assets and deferred outflows of $3,096.8 million, total liabilities of $2,036.7 million, and net assets of $1,060.1 million. A comparative condensed summary of the Water Fund s net assets at December 31, 2010, 2009, and 2008, is as follows: Net Assets (In thousands) 2010 2009 2008 Current assets $ 177,985 $ 152,522 $ 144,847 Restricted and other assets 348,724 135,548 285,576 Utility plant net 2,492,738 2,398,742 2,254,892 Deferred outflows 77,367 57,882 112,933 Total assets and deferred outflows $ 3,096,814 $ 2,744,694 $ 2,798,248 Current unrestricted liabilities $ 134,538 $ 146,555 $ 125,916 Long-term and restricted liabilities 1,902,139 1,600,632 1,706,081 Total liabilities $ 2,036,677 $ 1,747,187 $ 1,831,997 Net assets: Invested in capital assets net of related debt $ 974,328 $ 958,723 $ 911,500 Restricted net assets capital projects 447 350 1,690 Unrestricted net assets 85,362 38,434 53,061 Total net assets $ 1,060,137 $ 997,507 $ 966,251-4 -

2010 Current assets of $178.0 million at December 31, 2010, increased by $25.5 million (16.7%) over 2009 as a result of increases in net receivables of $8.3 million, cash and cash equivalents of $12.9 million, and investments of $2.3 million. Restricted and other assets increased by $213.2 million (157.3%) primarily due to the funding of the capital improvement program and utility plant net increased by $94.0 million (3.9%). The decrease in current unrestricted liabilities of $12.0 million (8.2%) is directly related to the timing of payments of accounts payable and due to other City funds during 2010 offset by an increase in accrued liabilities. Long-term liabilities and restricted liabilities increased by $282.0 million (18.3%) mainly due to debt issuances in 2010. Net assets may serve as a useful indicator, over a period of time, of the Water Fund s financial position. At December 31, 2010, total net assets were $1,060.1 million, an increase of $62.6 million (6.3%) over 2009. 2009 Current assets of $152.5 million at December 31, 2009, increased by $7.7 million (5.3%) over 2008 as a result of an increase in receivables of $14.4 million, offset by a decrease in cash and cash equivalents of $3.9 million and due from other funds of $2.8 million. Restricted and other assets decreased by $150.0 million (52.5%) primarily due to the funding of capital improvement program and utility plant net increased by $143.8 million (6.4%). The increase in current liabilities of $20.6 million (16.4%) is directly related to the timing of payments of accounts payable, an increase in accounts payable, and due to other City funds during 2009. Long-term liabilities and restricted liabilities decreased by $50.4 million (3.2%) due to principal payments made in 2009. Net assets may serve as a useful indicator, over a period of time, of the Water Fund s financial position. At December 31, 2009, total net assets were $997.5 million, an increase of $31.3 million (3.2%) over 2008. - 5 -

The primary sources of the Water Fund s operating revenues are water usage fees. These revenues fund all Water Fund operating expenses, fund deposits, and debt service requirements. A comparative condensed summary of the Water Fund s revenues, expenses, and changes in net assets for the years ended December 31, 2010, 2009, and 2008, is as follows: Revenues, Expenses, and Changes in Net Assets (In thousands) 2010 2009 2008 Revenues: Operating revenues Water sales $ 445,504 $ 396,954 $ 358,067 Other operating revenues 12,891 13,259 12,177 Total operating revenues 458,395 410,213 370,244 Nonoperating revenues 3,582 3,545 9,590 Total revenues 461,977 413,758 379,834 Expenses: Operating expenses 279,090 274,107 276,850 Depreciation and amortization 44,519 38,748 37,546 Interest expense 75,738 69,647 57,045 Total expenses 399,347 382,502 371,441 Change in net assets 62,630 31,256 8,393 Net assets, beginning of year 997,507 966,251 957,858 Net assets, end of year $ 1,060,137 $ 997,507 $ 966,251 2010 Water sales and other operating revenues comprise the Water Fund s $458.4 million operating revenues. Water sales and other operating revenues for 2010 were $445.5 million and $12.9 million, respectively. The increase in 2010 operating revenues of $48.2 million (11.7%) from 2009 was primarily due to a 14% increase in water rates effective January 1, 2010. Fiscal year 2010 net nonoperating revenues of $3.6 million are comprised mainly of other revenue that relates to construction done by Department of Water Management for other City departments and private companies amounting to $0.6 million and a federal grant for water main replacement of $3.4 million. The increase in interest expense of $6.1 million (8.7%) is primarily due to the decrease in capital projects completed in 2010 resulting in a decrease in capitalized interest. 2009 Water sales and other operating revenues comprise the Water Fund s $410.2 million operating revenues. Water sales and other operating revenues for 2009 were $396.9 million and $13.3 million, respectively. The increase in 2009 operating revenues of $40.0 million (10.8%) from 2008 was primarily due to a 15% increase in water rates effective January 1, 2009, offset by a decrease in pumpage of 2.2%. Fiscal year 2009 nonoperating revenues of $3.5 million are comprised mainly of interest income of $1.0 million and other revenue that relates to construction done by Department of Water Management for other City departments and private companies amounting to $2.5 million. The increase in interest expense of $12.6 million (22.1%) is primarily due to the issuance of the Series 2008 Second Lien Water Revenue Bonds in 2008. - 6 -

A comparative summary of the Water Fund s operating expenses, as classified in the basic financial statements, for the years ended December 31, 2010, 2009, and 2008, is as follows: Operating Expenses (In thousands) 2010 2009 2008 Source of supply $ 100 $ 127 $ 194 Power and pumping 42,857 47,497 54,722 Purification 49,725 49,396 48,448 Transmission and distribution 38,671 40,872 47,100 Provision for doubtful accounts 15,862 10,396 8,274 Customer accounting and collection 10,305 11,154 12,831 Administrative and general 18,562 16,149 18,127 Central services and General Fund reimbursements 103,008 98,516 87,154 Operating expenses before depreciation and amortization 279,090 274,107 276,850 Depreciation and amortization 44,519 38,748 37,546 Total operating expenses $ 323,609 $ 312,855 $ 314,396 2010 Operating expenses before depreciation and amortization for the year ended 2010 increased by $5.0 million (1.8%) from the year ended 2009 due to an increase in central services and General Fund reimbursement of $4.5 million (4.6%) primarily due to increases in workmen s compensation and police, fire, and indirect costs offset by a decrease in pension contribution; an increase in the provision for doubtful accounts of $5.5 million (52.6%); a decrease in power and pumping of $4.6 million (9.8%) resulting from decreases in natural gas and electric charges and salaries offset by an increase in overtime; and a decrease in transmission and distribution of $2.2 million (5.4%) primarily due to decreases in overtime and repairs of equipment. 2009 Operating expenses before depreciation and amortization for the year ended 2009 decreased by $2.7 million (1.0%) from the year ended 2008 due to a decrease in power and pumping of $7.2 million (13.2%) resulting from decreases in natural gas charges, salaries, and overtime offset by an increase in electricity charges; a decrease in transmission and distribution of $6.2 million (13.2%) primarily due to a decrease in salaries and overtime; an increase in central services and General Fund reimbursement expense of $11.4 (13.0%) million primarily due to increases in health insurance premiums, police, fire, indirect costs, and workmen s compensation; and an increase in the provision for doubtful accounts of $2.1 million (25.6%). - 7 -

A comparative summary of the Water Fund s cash flows for the years ended December 31, 2010, 2009, and 2008, is as follows: Cash Flows (In thousands of dollars) 2010 2009 2008 Cash from activities: Operating $ 156,098 $ 144,835 $ 83,057 Capital and related financing 70,179 (300,840) 14,123 Investing (101,076) 135,335 (116,318) Net change in cash and cash equivalents 125,201 (20,670) (19,138) Cash and cash equivalents: Beginning of year 54,651 75,321 94,459 End of year $ 179,852 $ 54,651 $ 75,321 2010 As of December 31, 2010, the Water Fund s cash and cash equivalents of $179.9 million increased by $125.2 million mainly due to the cash provided of $156.1 million from operating activities, cash provided by issuance of bonds and notes of $367.5 million, offset by cash used in acquisition and construction of capital assets of $139.2 and net cash used in investing activities of $101.1 million. Total cash and cash equivalents at December 31, 2010, are comprised of unrestricted and restricted cash and cash equivalents of $32.9 million and $147.0 million, respectively. 2009 As of December 31, 2009, the Water Fund s cash and cash equivalents of $54.6 million decreased by $20.7 million due to the cash provided of $144.8 million from operating activities and cash outflow of $300.8 million from capital and related financing activities and $135.3 million cash inflow from investing activities. Total cash and cash equivalents at December 31, 2009, are comprised of unrestricted and restricted cash and cash equivalents of $20.0 million and $34.6 million, respectively. - 8 -

UTILITY PLANT AND DEBT ADMINISTRATION 2010 At the end of 2010 and 2009, the Water Fund had $2,492.7 million and $2,398.7 million, respectively, invested in utility plant, net of accumulated depreciation. During 2010, the Water Fund expended $139.7 million on capital activities. This included $4.5 million for structures and improvements, $78.1 million for distribution plant, $10.3 million for equipment, and $46.8 million for construction in progress. During 2010, net completed projects totaling $96.1 million were transferred from construction in progress to applicable capital accounts. The major completed projects were related to South Water Purification Plant (SWPP) chlorine improvement project ($53.3 million), CCTV, card access, camera upgrades ($4.2 million), 68 th Street Pumping Station roof rehab ($4.1 million), and installation and replacements of water mains ($30.9 million). 2009 At the end of 2009 and 2008, the Water Fund had $2,398.7 million and $2,254.9 million, respectively, invested in utility plant, net of accumulated depreciation. During 2009, the Water Fund expended $186.7 million on capital activities. This included $11.5 million for structures and improvements, $95.4 million for distribution plant, $11.0 million for equipment, and $68.8 million for construction in progress. During 2009, net completed projects totaling $73.0 million were transferred from construction in progress to applicable capital accounts. The major completed projects were related to Jardine Water Purification Plant (JWPP) South roadway drainage ($16.8 million), JWPP administration roofing replacement ($6.4 million), scada system replacement ($5.9 million), technology initiatives related to the automated referral management system ($4.2 million), and installation and replacements of water mains ($33.4 million). - 9 -

The Water Fund s utility plant at December 31, 2010, 2009, and 2008, is summarized as follows: Net Utility Plant at Year-End (In thousands) 2010 2009 2008 Utility plant not depreciated: Land and land rights $ 5,083 $ 5,083 $ 5,083 Construction in progress 123,416 172,718 176,908 Total utility plant not depreciated 128,499 177,801 181,991 Utility plant being depreciated: Structures and improvements 532,758 523,528 488,308 Distribution plant 2,004,119 1,896,552 1,770,525 Equipment 605,477 537,294 513,069 Total utility plant being depreciated 3,142,354 2,957,374 2,771,902 Less accumulated depreciation: Structures and improvements (175,294) (167,450) (161,144) Distribution plant (331,211) (312,130) (294,507) Equipment (271,610) (256,853) (243,350) Total accumulated depreciation (778,115) (736,433) (699,001) Total utility plant being depreciated net 2,364,239 2,220,941 2,072,901 Total utility plant net $ 2,492,738 $ 2,398,742 $ 2,254,892 The Water Fund s capital activities are funded through Water Fund revenue bonds and Water Fund revenue. Additional information on the Water Fund s capital assets is presented in Note 5 of the notes to basic financial statements. - 10 -

The Water Fund s long-term liabilities at December 31, 2010, 2009, and 2008, are summarized as follows: Long-Term Liabilities at Year-End (In thousands) 2010 2009 2008 Revenue bonds and notes payable $ 1,753,832 $ 1,464,839 $ 1,503,925 Add: Accretion of Capital Appreciation Bonds 45,900 44,481 42,684 Bond discount/premium 31,704 29,736 30,654 Less unamortized deferred loss on bond refunding (41,215) (42,440) (44,689) Total revenue bonds/notes payable net 1,790,221 1,496,616 1,532,574 Less current portion of accretion (4,271) (4,034) (3,767) Less current bonds/notes payable (42,218) (40,521) (39,086) Total long-term revenue bonds/notes payable net 1,743,732 1,452,061 1,489,721 Derivative instrument liability 77,367 57,882 112,933 Long-term purchase obligations 8,529 14,291 14,513 Water pipe extension certificates 1,590 1,595 1,595 Total long-term liabilities $ 1,831,218 $ 1,525,829 $ 1,618,762 Additional information on the Water Fund s long-term debt is presented in Note 4 of the notes to basic financial statements. The Water Fund s revenue bonds at December 31, 2010, have underlying credit ratings with each of the three major rating agencies as follows: Moody s Investor Standard Fitch Services & Poor s Ratings Senior Lien Water Revenue Bonds Aa2 AA AA+ Junior Lien Water Revenue Bonds Aa3 AA- AA At December 31, 2010, the Water Fund was in compliance with the debt covenants as stated within the bond ordinances. Additional information on certain of the Water Fund s debt covenants is presented in Note 4 of the notes to the basic financial statements. Requests for Information This financial report is designed to provide the reader with a general overview of the Water Fund s finances. Questions concerning any of the information provided in this report, or requests for additional financial information, should be addressed to the City of Chicago Comptroller s Office. - 11 -

CITY OF CHICAGO, ILLINOIS WATER FUND STATEMENTS OF NET ASSETS AS OF DECEMBER 31, 2010 AND 2009 (In thousands) ASSETS AND DEFERRED OUTFLOWS 2010 2009 2010 2009 LIABILITIES AND NET ASSETS CURRENT ASSETS: CURRENT LIABILITIES: Cash and cash equivalents (Note 2) $ 32,871 $ 20,012 Accounts payable $ 14,583 $ 20,317 Investments (Note 2) 3,840 1,532 Due to other City funds 24,452 44,426 Accounts receivable net of allowance for doubtful accounts Accrued liabilities 74,729 60,648 of approximately $41,133 in 2010 and $28,261 in 2009 107,698 99,431 Deferred revenue 20,774 21,164 Interest receivable 9 189 Due from other City funds 19,501 17,541 Current unrestricted liabilities 134,538 146,555 Inventories 14,066 13,817 Liabilities payable from restricted assets: Current unrestricted assets 177,985 152,522 Accounts payable 13,830 21,023 Due to other City funds 2,435 919 Restricted assets (Notes 2 and 3): Interest payable 8,167 8,306 Cash and cash equivalents 146,981 34,639 Current portion of long-term debt (Note 4) 46,489 44,555 Investments 186,011 86,384 Interest receivable 447 350 Current liabilities payable from restricted assets 70,921 74,803 Current restricted assets 333,439 121,373 Total current liabilities 205,459 221,358 Total current assets 511,424 273,895 NONCURRENT LIABILITIES : Long-term debt net of current maturities (Note 4) 1,743,732 1,452,061 NONCURRENT ASSETS: Derivative instrument liability 77,367 57,882 Other assets 15,285 14,175 Long-term purchase obligation (Note 4) 8,529 14,291 Water pipe extension certificates 1,590 1,595 Utility plant (Note 5): Land and land rights 5,083 5,083 Total noncurrent liabilities 1,831,218 1,525,829 Structures and improvements 532,758 523,528 Distribution plant 2,004,119 1,896,552 Total liabilities 2,036,677 1,747,187 Equipment 605,477 537,294 Construction in progress 123,416 172,718 NET ASSETS (Note 1): Invested in capital assets net of related debt 974,328 958,723 Total utility plant 3,270,853 3,135,175 Restricted net assets capital projects 447 350 Unrestricted net assets 85,362 38,434 Less accumulated depreciation (778,115) (736,433) Total net assets 1,060,137 997,507 Utility plant net 2,492,738 2,398,742 Total noncurrent assets 2,508,023 2,412,917 Deferred outflows 77,367 57,882 TOTAL $ 3,096,814 $ 2,744,694 TOTAL $ 3,096,814 $ 2,744,694 See notes to basic financial statements. - 12 -

CITY OF CHICAGO, ILLINOIS WATER FUND STATEMENTS OF REVENUES, EXPENSES, AND CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (In thousands) 2010 2009 OPERATING REVENUES: Water sales $ 445,504 $ 396,954 Other operating revenues 12,891 13,259 Total operating revenues 458,395 410,213 OPERATING EXPENSES: Source of supply 100 127 Power and pumping 42,857 47,497 Purification 49,725 49,396 Transmission and distribution 38,671 40,872 Provision for doubtful accounts 15,862 10,396 Customer accounting and collection 10,305 11,154 Administrative and general 18,562 16,149 Central services and General Fund reimbursements 103,008 98,516 Total operating expenses before depreciation and amortization 279,090 274,107 OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION 179,305 136,106 DEPRECIATION AND AMORTIZATION 44,519 38,748 OPERATING INCOME 134,786 97,358 NONOPERATING REVENUES (EXPENSES): Interest income (362) 961 Interest expense (75,738) (69,647) Other 3,944 2,584 Total nonoperating expenses net (72,156) (66,102) CHANGE IN NET ASSETS 62,630 31,256 TOTAL NET ASSETS Beginning of year 997,507 966,251 TOTAL NET ASSETS End of year $ 1,060,137 $ 997,507 See notes to basic financial statements. - 13 -

CITY OF CHICAGO, ILLINOIS WATER FUND STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (In thousands) 2010 2009 CASH FLOWS FROM OPERATING ACTIVITIES: Received from customers $ 433,161 $ 383,102 Transactions with other City funds net (82,581) (47,752) Payments to vendors (91,536) (85,965) Payments to employees (102,946) (104,550) Net cash provided by operating activities 156,098 144,835 CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Acquisition and construction of capital assets (139,206) (188,733) Interest paid (79,763) (72,479) Proceeds from issuance of bonds and notes 367,532 Principal paid on bonds (44,554) (42,853) Payments of refunded bonds (35,580) Payments of bonds issuance costs (2,244) Construction reimbursements 3,994 3,225 Net cash provided by (used in) capital and related financing activities 70,179 (300,840) CASH FLOWS FROM INVESTING ACTIVITIES: Sales and purchases of investments net (101,935) 130,706 Investment interest 859 4,629 Net cash (used in) provided by investing activities (101,076) 135,335 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 125,201 (20,670) CASH AND CASH EQUIVALENTS Beginning of year 54,651 75,321 CASH AND CASH EQUIVALENTS End of year $ 179,852 $ 54,651 RECONCILIATION OF CASH AND CASH EQUIVALENTS REPORTED ON THE STATEMENTS OF NET ASSETS: Unrestricted $ 32,871 $ 20,012 Restricted 146,981 34,639 TOTAL $ 179,852 $ 54,651 (Continued) - 14 -

CITY OF CHICAGO, ILLINOIS WATER FUND STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (In thousands) 2010 2009 RECONCILIATION OF OPERATING INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Operating income $ 134,786 $ 97,358 Adjustments to reconcile: Depreciation and amortization 44,519 38,748 Provision for doubtful accounts 15,862 10,396 Changes in assets and liabilities: Increase in accounts receivable (24,839) (25,655) (Increase) decrease in inventories (249) 578 (Increase) decrease in due from other City funds (1,959) 2,771 (Decrease) increase in unrestricted accounts payable (5,734) 5,327 (Decrease) increase in due to other City funds (19,974) 10,191 Increase in accrued liabilities 14,081 6,577 (Decrease) in water pipe extension certificate (5) (Decrease) in deferred revenue (390) (1,456) NET CASH PROVIDED BY OPERATING ACTIVITIES $ 156,098 $ 144,835 SUPPLEMENTAL DISCLOSURE OF NONCASH ITEMS Property additions in 2010 and 2009 of $16,265 and $21,942, respectively, are included in accounts payable. See notes to basic financial statements. (Concluded) - 15 -

CITY OF CHICAGO, ILLINOIS WATER FUND NOTES TO BASIC FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (In thousands) 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Water Fund ( Water Fund ) purifies and provides Lake Michigan water for the City of Chicago, Illinois ( City ) and approximately 125 suburbs. The Water Fund is included in the City s reporting entity as an enterprise fund. The accompanying basic financial statements present only the Water Fund and are not intended to present the financial position of the City, and the results of its operations and the cash flows of its proprietary fund types. Basis of Accounting The accounting policies of the Water Fund are based upon accounting principles generally accepted in the United States of America as prescribed by the Governmental Accounting Standards Board (GASB). The accounting and financial reporting treatment applied to a fund is determined by its measurement focus. The accounts of the Water Fund are reported using the flow of economic resources measurement focus. The Water Fund uses the accrual basis of accounting under which revenues are recognized when earned and expenses are recognized when the liability is incurred. Enterprise funds may elect to apply Financial Accounting Standards Board (FASB) pronouncements issued after November 30, 1989, provided that such standards are not in conflict with standards issued by the GASB. The Water Fund has elected not to apply FASB pronouncements issued after November 30, 1989. When both restricted and unrestricted resources are available for use, it is the City s policy to use restricted resources first, then unrestricted resources, as they are needed. Annual Appropriated Budget The Water Fund has a legally adopted annual budget, which is not required to be reported. Management s Use of Estimates The preparation of basic financial statements in conformity with accounting principles generally accepted in the United States of America 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 basic financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash, Cash Equivalents and Investments Cash, cash equivalents, and investments generally are held with the City Treasurer as required by the Municipal Code of Chicago ( Code ). Interest earned on pooled investments is allocated to participating funds based upon their average combined cash and investment balances. Due to contractual agreements or legal restrictions, the cash and investments of certain funds are segregated and earn and receive interest directly. The Code permits deposits only to City Council-approved depositories, which must be organized state or national banks and federal and state savings and loan associations, located within the City, whose deposits are federally insured. - 16 -

Investments authorized by the Code include interest-bearing general obligations of the City, State of Illinois ( State ), and the U.S. Government; U.S. Treasury bills and other non-interest-bearing general obligations of the U.S. Government purchased in the open market below face value; domestic money market funds regulated by and in good standing with the Securities and Exchange Commission; and tax anticipation warrants issued by the City. The City is prohibited by ordinance from investing in derivatives, as defined, without City Council approval. The Water Fund values its investments at fair value or amortized cost as applicable. U.S. Government securities purchased at a price other than par with a maturity of less than one year are reported at amortized cost. Repurchase agreements can be purchased only from banks and certain other institutions authorized to do business in the State. The City Treasurer requires that securities pledged to secure these agreements have a fair value equal to the cost of the repurchase agreements plus accrued interest. Investments generally may not have a maturity in excess of ten years from the date of purchase. Certain other investment balances are held in accordance with the specific provisions of applicable bond ordinances. Cash equivalents include certificates of deposit and other investments with maturities of three months or less when purchased. Accounts Receivable Allowance Management has provided an allowance for amounts recorded at year-end which may be uncollectible. Transactions with the City The City s General Fund provides services to all other funds. The amounts allocated to other funds for these services are treated as operating expenses by the Water Fund and consist mainly of employee benefits, self-insured risks, and administrative expenses. Inventories Inventories, comprised mainly of materials and supplies, are stated at cost, determined principally on the average cost method. Utility Plant Utility plant is recorded at cost or, for donated assets, at fair value at the date of acquisition. Utility plant is defined by the Water Fund as assets with an initial cost of more than $15 thousand and an estimated useful life in excess of two years. Such assets are recorded at historical cost. Depreciation is provided using the straight-line method and begins in the year following the year of acquisition or completion. Estimated useful lives are as follows: Structures and improvements Distribution plant Equipment 50 100 years 25 100 years 6 33 years Costs of repairs and maintenance that do not significantly extend the useful life of assets are charged to operations. Net Assets Net assets are comprised of net earnings from operating and nonoperating revenues, expenses, and capital grants. Net assets are displayed in three components invested in capital assets, net of related debt; restricted net assets, capital projects; and unrestricted net assets. Invested in capital assets, net of related debt consists of all capital assets, net of accumulated depreciation and reduced by outstanding debt, net of debt service reserve, and unspent bond proceeds. Restricted net assets, capital projects consist of net assets for which constraints are placed thereon by external parties (such as lenders and grantors) and laws, regulations, and enabling legislation. Unrestricted net assets consist of all other net assets not categorized as either of the above. - 17 -

Employee Benefits Employee benefits are granted for vacation and sick leave, workers compensation, and health care. Unused vacation leave is accrued and may be carried over for one year. Sick leave is accumulated at the rate of one day for each month worked, up to a maximum of 200 days. Severance of employment terminates all rights to receive compensation for any unused sick leave. Sick leave pay is not accrued. Employee benefit claims outstanding, including claims incurred but not reported, are estimated and recorded as liabilities. Employees are eligible to defer a portion of their salaries until future years under the City s deferred compensation plan created in accordance with Internal Revenue Code Section 457. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. The plan is administered by third-party administrators, who maintain the investment portfolio. The plan s assets have been placed in trust accounts with the plan administrators for the exclusive benefit of participants and their beneficiaries, and are not considered assets of the City. The City is subject to the State Unemployment Compensation Act and has elected the reimbursing employer option for providing unemployment insurance benefits for eligible former employees. Under this option, the City reimburses the State for claims paid by the State. Bond Issuance Costs, Bond Discounts, and Refunding Transactions Bond issuance costs and bond discounts are deferred and amortized over the term of the related debt, except in the case of refunding debt transactions where the amortization period is over the term of the refunding or refunded debt, whichever is shorter. Derivatives The Water Fund enters into interest rate swap agreements to modify interest rates on outstanding debt. For existing swaps, the net interest expenditures resulting from these arrangements are recorded as interest expense. The fair value of derivative instruments that are deemed to be effective is accounted for as deferred outflows. Derivative instruments that are deemed not effective are adjusted to fair value with the change in fair value recorded to investment earnings. All interest rate swaps are approved by City Council. Capitalized Interest Interest expense, net of interest income, on construction bond proceeds are capitalized during construction of those capital projects paid for from the bond proceeds and are being amortized over the depreciable life of the related assets on a straight-line basis. Revenue Recognition Revenue from water sales is recognized when the water is consumed by customers. Of the accounts receivable balances, $42.6 million and $41.2 million represent revenue recognized on water sales which had not yet been billed to customers at December 31, 2010 and 2009, respectively. Deferred revenue represents amounts billed to non-metered customers prior to usage. Revenues and Expenses The Water Fund distinguishes operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with the Water Fund s principal ongoing operations. The principal operating revenues of the Water Fund are charges to customers for sales and services. Operating expenses include the cost of sales and services, administrative expenses, and depreciation and amortization on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. Adopted Accounting Standards In June 2008, the GASB issued GASB Statement No. 53, Accounting and Financial Reporting for Derivatives Instruments. The Water Fund implemented GASB Statement No. 53 on January 1, 2010. This statement enhances the usefulness and comparability of derivative instrument information reported by state and local governments by providing a - 18 -

comprehensive framework for the recognition, measurement, and disclosure of derivative instrument transactions. Derivative instruments, such as interest rate and commodity swaps, interest rate locks, options (caps, floors, and collars), swaptions, forward contracts, and futures contracts are entered into by governments as investments; as hedges of identified financial risks associated with assets or liabilities, or expected transactions (i.e., hedgeable items); to lower the costs of borrowings; to effectively fix cash flows or synthetically fix prices; or to offset the changes in fair value of hedgeable items. A key provision of GASB Statement No. 53 is that certain derivative instruments, with the exception of synthetic guaranteed investment contracts that are fully benefit-responsive, are reported at fair value by governments in their basic financial statements. GASB Statement No. 53 requires that the provisions of this statement should be applied retroactively by restating financial statements for all periods presented. The financial reporting impact resulting from the implementation of GASB Statement No. 53 is the recognition within the financial statements of a liability for hedging derivative instruments whose negative fair value at December 31, 2010, totaled $77.4 million with a corresponding amount being reported as deferred outflows of resources in the assets section of the statement of net assets. GASB Statement No. 53 also requires retroactive application of the provisions of this statement for all prior periods presented. As a result of retroactively applying this statement, the Water Fund restated the statement of net assets as of December 31, 2009, and recorded a liability for hedging derivative instruments whose negative fair value at December 31, 2009, totaled $57.9 million with a corresponding amount being reported as deferred outflows of resources in the assets section of the statement of net assets. Refer to Note 4 for additional disclosures related to this statement. 2. RESTRICTED AND UNRESTRICTED CASH, CASH EQUIVALENTS, AND INVESTMENTS Cash Equivalents and Investments As of December 31, 2010, the Water Fund had the following cash equivalents and investments (in thousands): Investment Maturities (in Years) More Less Than 1 1 5 6 10 Than 10 Fair Value U.S. agencies $ 25,688 $ 143,100 $ 19,923 $ - $ 188,711 Certificates of deposit and other short-term 139,695 139,695 Subtotal $ 165,383 $ 143,100 $ 19,923 $ - 328,406 Share of City s pooled funds 31,002 Total $ 359,408-19 -

Cash Equivalents and Investments As of December 31, 2009, the Water Fund had the following cash equivalents and investments (in thousands): Investment Maturities (in Years) More Less Than 1 1 5 6 10 Than 10 Fair Value U.S. agencies $ 13,561 $ 72,823 $ - $ - $ 86,384 Certificates of deposit and other short-term 40,160 40,160 Subtotal $ 53,721 $ 72,823 $ - $ - 126,544 Share of City s pooled funds 27,908 Total $ 154,452 Interest Rate Risk As a means of limiting its exposure to fair value losses arising from rising interest rates, the City s investment policy requires that investments generally may not have a maturity date in excess of ten years from the date of purchase. Certain other investments are held in accordance with the specific provisions of applicable ordinances. Credit Risk The Code limits investments in commercial paper to banks whose senior obligations are rated in the top two rating categories by at least two national rating agencies and who are required to maintain such rating during the term of such investment. The Code also limits investments to domestic money market mutual funds regulated by, and in good standing with, the Securities and Exchange Commission. Certificates of Deposit are also limited by the Code to national banks, which provide collateral of at least 105% by marketable U.S. government securities marked to market at least monthly; or secured by a corporate surety bond issued by an insurance company licensed to do business in Illinois and having a claims-paying rating in the top rating category, as rated by a nationally recognized statistical rating organization maintaining such rating during the term of such investment. A schedule summarizing the Water Fund s exposure to credit risk as of December 31, 2010 and 2009, is as follows (in thousands): Quality Rating 2010 2009 Aaa/AAA $ 328,406 $ 123,967 Not rated 2,577 Total $ 328,406 $ 126,544 The Water Fund participates in the City s pooled cash and investments account, which includes amounts from other City funds and is maintained by the City Treasurer. Individual cash or investments are not specifically identifiable to any participant in the pool. The Treasurer s pooled fund is included in the City s Comprehensive Annual Financial Report. - 20 -

Custodial Credit Risk Cash and Certificates of Deposit This is the risk that in the event of a bank failure, the City s deposits may not be returned. The City s investment policy states that in order to protect the City s deposits, depository institutions are to maintain collateral pledges on City deposits during the term of the deposit of at least 105% of marketable U.S. government, or approved securities or surety bonds, issued by top-rated insurers. Collateral is required as security whenever deposits exceed the insured limits of the Federal Deposit Insurance Corporation (FDIC). The bank balance of cash and certificates of deposit with the City s various municipal depositories was $211.0 million. Of the bank balance, 100% was either insured or collateralized with securities held by City agents in the City s name. Investments reported in the basic financial statements as of December 31, 2010 and 2009, are summarized as follows (in thousands): 2010 2009 Per Note 2: Investments Water Fund $ 328,406 $ 126,544 Investments City Treasurer Pooled Fund 31,002 27,908 $ 359,408 $ 154,452 Per financial statements: Restricted investments $ 186,011 $ 86,384 Unrestricted investments 3,840 1,532 Investments included as cash and cash equivalents on the statements of net assets 169,557 66,536 3. RESTRICTED ASSETS AND ACCOUNTS $ 359,408 $ 154,452 Water sales are pledged to pay outstanding Water Revenue Bonds. The ordinances authorizing the issuance of outstanding Water Revenue Bonds provide for the creation of separate accounts into which net revenues, as defined, or proceeds are to be credited, are as follows: Water Revenue Bonds, Series 2001, 2000, 1997, 1995, and Refunding Bonds Series 1993 (Senior Lien Revenue Bonds): Bond Principal and Interest Account No later than ten days prior to each principal or interest payment date, an amount sufficient to pay principal, redemption premium, if any, and interest becoming due, whether upon maturity, redemption, or otherwise. Bond Debt Service Reserve Account For each series, an amount equal to the least of (i) the maximum annual debt service requirement; (ii) 10% of the original principal amount less original issue discount; or (iii) 125% of the average annual debt service requirement. The required balance of the Series 2000, 1997, 1995, and 1993 bonds was met by the purchase of surety bonds. The required balance of the Series 2001 Second Lien Revenue Bonds is being met with a deposit of a portion of the proceeds of the Series 2001 Senior Lien Revenue Bonds. Construction Account Certain proceeds of the Senior Lien Revenue Bonds were deposited in this account for the purpose of paying construction costs of projects as defined in the ordinance. - 21 -

Rebate Account Under the Tax Reform Act of 1986 (Act), the City has entered into an arbitrage agreement under which the City will comply with certain requirements of the Act to maintain the tax-exempt status of the bonds. The rebate account has been established to account for any liability resulting from the Act. Water Revenue Bonds, Series 2000, 2006A, 2008, 2010A, 2010B, 2010C and Refunding Bonds, Series 2004 and 2001 (Second Lien Revenue Bonds): Principal and Interest Account Deposits are required to be transferred no later than the business day preceding each May 1 and November 1, in an amount sufficient to pay principal and interest as due on outstanding Second Lien Revenue Bonds. Second Lien Bonds Account On the date of issuance of any series of Second Lien Revenue Bonds that bear interest at a variable rate paying interest more than semiannually, an amount equal to the interest payable during a six-month period will be transferred to a restricted account. The amount transferred will be calculated based on the maximum rate payable on such bonds. Rebate Account Amounts required to make rebate payments to the United States of America in connection with interest or other related investment earnings, if any, related to the Second Lien Bonds. Construction Account Certain proceeds of the Second Lien Revenue Bonds were deposited in this account for the purpose of paying construction costs of projects as defined in the ordinance. Water Rate Stabilization Account Any net revenues remaining after providing sufficient funds for all required deposits in the Water Revenue Bonds accounts may be transferred to the Water Rate Stabilization Account upon the direction of the City to be used for any lawful purpose of the Water Fund. For accounts established by ordinances with balances, the amounts at December 31, 2010 and 2009, are as follows (in thousands): 2010 2009 Senior lien debt service reserve $ 7,280 $ 7,101 Second lien revenue bonds 27,166 26,830 Water rate stabilization 61,397 51,397 Construction 237,149 35,695 Total $ 332,992 $ 121,023 At December 31, 2010 and 2009, management is not aware of any instances of noncompliance with the funding requirements and restrictions on assets as stated in the ordinances. - 22 -