U.S. PUBLIC FINANCE

CREDIT OPINION30 August 2017

New Issue

Contacts

Francis A Mamo 212-553-3826Analystfrank.mamo@moodys.com

Alexandra S. Parker 212-553-4889MD-Public Financealexandra.parker@moodys.com

Rachel Cortez 312-706-9956VP-Sr Credit Officer/Managerrachel.cortez@moodys.com

Benjamin J VanMetre 312-706-9951Analystben.vanmetre@moodys.com

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Hamilton County, OHNew Issue: Moody's assigns Aa2 to Hamilton County, OH'sGO bonds; outlook stable

Summary Rating RationaleMoody's Investors Service has assigned a Aa2 rating to Hamilton County, OH's $89.6million Various Purpose Limited Tax General Obligation Improvement and RefundingBonds, Series 2017A and $8.7 million Urban Redevelopment Limited Tax General ObligationRefunding Bonds, Series 2017B. Moody's has also maintained the Aa2 rating on the county'soutstanding general obligation limited tax (GOLT) debt.

The Aa2 GOLT rating incorporates the county's very large tax base that encompassesmetropolitan Cincinnati (Aa2 stable); very healthy financial position, and average debt andpension burden. The rating also incorporates enterprise risk associated with two county-owned professional sports stadiums that is mitigated by a dedicated sales tax revenue to paydebt and operating costs related to the stadiums. The GOLT rating is the same as Moody'sinternal assessment of the county's hypothetical general obligation unlimited tax ratingbecause payment of debt service on GOLT bonds is a first budget obligation payable from allavailable revenue.

Credit Strengths

» Very healthy reserves

» Large tax base that encompasses the Cincinnati metro area

Credit Challenges

» Moderate demographic weakness evident in declining population

» Enterprise risk associated with ownership of two professional sports stadiums

Rating OutlookThe stable outlook reflects our expectations that the county's healthy financial position andstrong sales tax revenue trend balances the risks associated with stadium ownership.

Factors that Could Lead to an Upgrade

» Sustained trend of healthy financial operations and reserves

» Improvement in the county's socioeconomic indices

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Factors that Could Lead to a Downgrade

» Growth in stadium-related costs that outpaces growth in dedicated sales tax revenue

» Narrowing of the county's financial position

» A weakened socioeconomic profile

Key Indicators

Exhibit 1

Hamilton (County of) OH 2011 2012 2013 2014 2015

Economy/Tax Base

Total Full Value ($000) $ 57,049,154 $ 52,139,769 $ 51,860,746 $ 51,913,157 $ 52,192,971

Full Value Per Capita $ 71,203 $ 65,065 $ 64,626 $ 64,627 $ 64,901

Median Family Income (% of US Median) 102.4% 102.1% 101.0% 100.8% 100.8%

Finances

Operating Revenue ($000) $ 646,181 $ 620,757 $ 595,057 $ 606,690 $ 627,855

Fund Balance as a % of Revenues 47.0% 47.0% 51.0% 56.2% 58.8%

Cash Balance as a % of Revenues 48.3% 48.8% 51.1% 57.6% 58.8%

Debt/Pensions

Net Direct Debt ($000) $ 660,251 $ 745,160 $ 715,543 $ 701,382 $ 685,888

Net Direct Debt / Operating Revenues (x) 1.0x 1.2x 1.2x 1.2x 1.1x

Net Direct Debt / Full Value (%) 1.2% 1.4% 1.4% 1.4% 1.3%

Moody's - adjusted Net Pension Liability (3-yr average) to Revenues (x) N/A 1.4x 1.6x 1.7x 1.6x

Moody's - adjusted Net Pension Liability (3-yr average) to Full Value (%) N/A 1.6% 1.9% 2.0% 1.9%

Post-sale net direct debt is $711.8 million; net direct debt/full value is 1.4%; and net direct debt/operating revenues is 1.1x. 2016 and 2017 total full value are $52.4 million and $52.8million, respectively.Source: Hamilton County, OH's Audited Financial Statements; Moody's Investors Service; U.S. Census Bureau

Recent DevelopmentsSince our last report on June 9, 2016, the county's audited fiscal 2015 results were made available. The county closed fiscal 2015 with a$47.4 million surplus across its core operating funds1 that brought combined available fund balance to $369.3 million or a very strong58.8% of operating revenues. Issuance of the Series 2017A and 2017B bonds is the only other major development and will bring thecounty's net direct debt burden to 1.4% of full value and 1.1x operating revenues.

Detailed Rating ConsiderationsEconomy and Tax Base: Large and diverse tax base covering Cincinnati metroThe regional Cincinnati economy continues to recover with property values leveling out and top employers investing in the region.Hamilton County's full valuation is a very large $52.7 billion and while it remains 12% below its 2006 peak, it has exhibited stabilityin the five years through 2017. Preliminary 2018 estimates show moderate growth of 5-6%. Recent notable developments include theCincinnati Children's Hospital Medical Center's (Aa2 stable) $650 million expansion of its Avondale campus, Ford Motor Company's(Baa2 stable) $900 million investment in its Sharonville plant, and a $330 million expansion of The Christ Hospital's (A3 stable) Jointand Spine Center and Montgomery Outpatient Center.

The regional economy benefits from a diverse array of industries that include health care, higher education, manufacturing, andfinance. The county experienced seven consecutive years of job growth through June 2017, despite total employment remaining 3%below its prerecession peak. Unemployment, 4.8% as of June 2017, is below the state (5.4%) and in line with the national (4.5%) rates

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 30 August 2017 Hamilton County, OH: New Issue: Moody's assigns Aa2 to Hamilton County, OH's GO bonds; outlook stable

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for the same period. Resident incomes are stable and median family income was 100.8% of the national median according to 2015estimates.

Financial Operations and Reserves: Very healthy financial position; modest enterprise riskThe county's financial profile is expected to remain sound. The county closed fiscal 2015 with a $47.4 million surplus across its coreoperating funds that brought available fund balance to $369.3 million or a very strong 58.8% of operating revenues. While auditedresults are not yet available for fiscal 2016, year-end GAAP statements show the county's operating funds posting a collective $23.9million operating surplus that brought available fund balance to $391.6 million or 60.2% of operating revenues. The county budgetedfor balanced operations in fiscal 2017, but officials anticipate a modest operating deficit due to sales tax collections coming in lowerthan budgeted. Despite the anticipated use of reserves, the county's fund balance is expected to remain above the state and nationalmedians for Aa2 rated counties.

The county is exposed to a modest degree of enterprise risk due to its ownership of two professional sports stadiums, the Paul BrownStadium and Baseball Stadium. Somewhat mitigating this risk is a 0.5% sales tax that is dedicated for stadium debt service andoperations, semiannual payments to the Cincinnati City School District (Aa2 stable), and property tax relief. The sales tax generated$78.0 million in fiscal 2015, compared to combined debt service, operating costs, and school payments of $68.1 million. The stadiumoperations generated $2.9 million of revenue through team rents and activity charges that covered a portion of the operating costs. Asthe stadiums age, operating costs may rise, which could reduce the county's ability to provide property tax relief or place pressure onthe county's General Fund absent commensurate growth in sales tax revenue.

LIQUIDITYThe county's liquidity is very strong, ending fiscal 2015 at $369.4 million or a healthy 58.8% of revenues. The county maintains $30.0million of additional liquidity in its sales tax stabilization fund that is available for operations or debt service.

Debt and Pensions: Average debt and pension burdenThe county's long term liabilities are expected to remain manageable. Inclusive of the current sale, the county's net direct debt is $711.8million, equal to 1.4% of full value and 1.1x operating revenue. Officials report modest near-term borrowing plans that could rangefrom $5-$10 million annually through 2022. Moody's adjusted net pension liability (ANPL) for the county averaged $991.7 million inthe three years through 2016, an amount equal to 1.9% of full value and 1.6x operating revenue. Fixed costs, inclusive of annual debtservice and pension contributions, are manageable and consumed 5.9% of operating revenues in fiscal 2015.

DEBT STRUCTUREOf the county's $711.8 million of net direct debt, $434.0 million is comprised of sales tax revenue bonds (Moody's rated A1 stable). Theremaining debt consists of GOLT bonds ($191.8 million), Convention Facilities Authority improvement bonds, state loans, and specialassessment debt. With the exception of $14.4 million of outstanding variable rate parking revenue bonds (which are expected to beretired in 2018), all of the county's debt is in fixed rate mode.

DEBT-RELATED DERIVATIVESThe county has no derivatives.

PENSIONS AND OPEBCounty employees are predominantly members of the Ohio Public Employees Retirement System (OPERS), though a very small shareparticipates in the State Teachers Retirement System. Employees of the Metropolitan Sewer District of Greater Cincinnati (MSD, Aa2stable), a self-supporting enterprise fund of the county, are members of the Cincinnati Retirement System (CRS). In 2012, the statelegislature adopted benefit reforms for all Ohio cost-sharing plans that highlighted the state's flexible legal framework surroundingpublic pension benefits. Ohio statute establishes a 30-year target for amortizing unfunded liabilities of all statewide cost-sharingplans. If plan actuaries determine current contribution rates and actuarial assumptions result in an amortization period exceeding 30years, the pension fund must submit a plan for adjusting contributions or benefits to meet the 30-year requirement. The 2012 reformsamended annual cost-of-living adjustments (COLAs) for retirees, resulting in a considerable decline in reported unfunded liabilities in2013.

Notwithstanding the positive impact of the 2012 reforms, unfunded liabilities of OPERS remain high. The Moody's ANPL of the plangrew 14% from 2015 to 2016. Further, fiscal 2016 statewide employer contributions to the plan fell below the amount necessary to

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forestall growth in reported net pension liabilities assuming other plan assumptions hold, that is, tread water.2 Ohio statutes establishlocal government retirement plan contributions as a share of annual payroll and in fiscal 2016 the statewide contribution to OPERS was89% of the amount needed to tread water.

Contributions to CRS, governed by the City of Cincinnati, have historically fell well short of actuarially-determined contributions. OnMay 7, 2015, the City of Cincinnati executed a collaborative settlement agreement with CRS retirees and employees. Per a consentdecree agreed to by the parties, the settlement is administered and enforced by the US District Court for the Southern District of Ohio,which approved the settlement agreement on October 5. The settlement makes notable changes to the benefit structure of CRS byreplacing the current 3% compounded COLA with a simple 3% COLA and suspends COLAs for the first three years of retirement.These benefit amendments apply to current and future retirees. The agreement also includes the transfer of up to $220 million fromthe city's OPEB trust to the CRS pension system. The combination of the COLA reductions and OPEB asset transfer significantly reducethe CRS unfunded liability. The agreement also requires CRS to reach a 100% funded ratio within 30 years.

Management and Governance: Moderate institutional framework; some ability to raise revenueOhio counties have an Institutional Framework score of A, which is moderate compared to the nation. Institutional Framework scoresmeasure a sector's legal ability to increase revenues and decrease expenditures. The sector's major revenue source, sales tax, is subjectto a cap of 1.5%. However, many counties maintain headroom under the local cap. Revenues and expenditures tend to be predictable.Ohio has public sector unions, which can limit the ability to cut expenditures.

Hamilton County's operating revenues consist mainly of property taxes (37.4% of fiscal 2015 revenues), intergovernmental revenue(26.2%), and sales tax (16.6%). The county's property tax levies are voter approved and dedicated for various programs such asdevelopmental disabilities, health and hospitalization services, and children services, among others. Most of these levies are approvedon a temporary basis; however, the county has benefited from strong voter support for levy renewals. The county's sales tax isgenerated through a continuous 1.25% sales tax, of which 0.5% is used for general operations, 0.5% is pledged to pay sales tax debtand related expenses of the county's two stadiums, and 0.25% is dedicated for renovation of the county's Union Terminal. Growth insales tax revenues have averaged 4.7% in the five years through fiscal 2016 after adjusting for a 0.25% rate increase implemented in2015.

Legal SecurityThe county's GOLT bonds are secured by a general obligation limited tax pledge, which is an ad valorem property tax pledge subject tothe statutory 10-mill limitation, per Ohio state code.

Use of ProceedsThe Series 2017A bonds will finance various capital improvements including a new coroner's office and crime lab, while also refundinga portion of the county's Series 2009, Series 2014, and Series 2015 GOLT bonds. The Series 2017B bonds will refund the UrbanRedevelopment Bonds, Series 2009.

Obligor ProfileHamilton County is located in southwest Ohio and is home to the City of Cincinnati. With a 2010 US Census population of 802,374, itis the third most populous county in Ohio.

MethodologyThe principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. Pleasesee the Rating Methodologies page on www.moodys.com for a copy of this methodology.

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Ratings

Exhibit 2

Hamilton (County of) OHIssue RatingUrban Redevelopment Limited Tax GeneralObligation Refunding Bonds, Series 2017B

Aa2

Rating Type Underlying LTSale Amount $8,695,000Expected Sale Date 09/08/2017Rating Description General Obligation

Limited TaxVarious Purpose Limited Tax General ObligationImprovement and Refunding Bonds, Series 2017A

Aa2

Rating Type Underlying LTSale Amount $89,585,000Expected Sale Date 09/08/2017Rating Description General Obligation

Limited TaxSource: Moody's Investors Service

Endnotes1 Hamilton County's operating funds include the general, health and community services, public assistance, health and human services, and debt service

funds.

2 Our “tread water” indicator measures the annual government contribution required to prevent reported net pension liabilities from growing, given theentity's actuarial assumptions. An annual government contribution that treads water equals the sum of employer service cost and interest on the reportednet pension liability at the start of the fiscal year. A pension plan that receives an employer contribution equal to the tread water indicator will end theyear with an unchanged net pension liability relative to the beginning of the year if all plan assumptions hold. Net liabilities may decrease or increasein a given year due to factors other than the contribution amount, such as investment performance that exceeds or falls short of a plan's assumed rateof return. Still, higher contributions will always reduce unfunded liabilities faster, or will allow unfunded liabilities to grow more slowly than lowercontributions.

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6 30 August 2017 Hamilton County, OH: New Issue: Moody's assigns Aa2 to Hamilton County, OH's GO bonds; outlook stable

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7 30 August 2017 Hamilton County, OH: New Issue: Moody's assigns Aa2 to Hamilton County, OH's GO bonds; outlook stable