Annual Report 2008

“Downtown Cincinnati is beating the trends

and continues to grow. In 2008, downtown

Cincinnati saw the groundbreakings of three

major building projects: the first phase of

the $600 million Banks development, the

Great American Building at Queen City

Square, and the Central Riverfront Park

between the stadiums. In addition, downtown

Cincinnati hosted many large and successful

conventions at the Duke Energy Convention

Center, including two of the largest, the

NAACP National Convention and the National

Baptist Convention.

With partners like Downtown Cincinnati Inc.

and many other dedicated civic organizations,

there is a new energy in downtown that you

can experience any night of the week. I am

confident that in 2009 we will continue to

build on our success.”

Mayor Mark Mallory

Honorary Board Chair

Table of Contents Letter to Stakeholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Safe, Clean & Welcoming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Communications & Marketing . . . . . . . . . . . . . . . . . . . . . . . . 4

Stakeholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Downtown Property Owners . . . . . . . . . . . . . . . . . . . . . . . . . 12

DCI Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

DCI Board & Staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Mark Mallory,Mayor of Cincinnati

www.downtowncincinnati.com

1

Looking back, 2008 was an excellent year of accomplishment and initiative . Looking to the future, we have reason for optimism and expectation . The challenge is dealing with the “present .” Thanks to the commitment, passion, and dedication of many great partners and leaders, downtown Cincinnati is meeting the challenges of the present and is poised to embrace the opportunities of the future .

2008 saw the community come together under the leadership of Mayor Mark Mallory to host two conventions of international significance—the NAACP and the National Baptist Conventions . Partners, including the City of Cincinnati, Hamilton County, Cincinnati Police, Cincinnati USA Convention and Visitors Bureau, Regional Chamber, and Regional Tourism Network, the African American Chamber of Commerce, 3CDC, the business community and many others made sure downtown was clean, safe, welcoming and beautiful…and it was!

Consider the accomplishments of the past 10 years—expanded convention center, revitalized Fountain Square, new restaurants and attractions, visible police presence, DCI Ambassadors, and a spirit of cooperativeness all coming together to show that our region, city and downtown can do big things and do them very well!

In 2008, DCI launched an Enhanced Marketing Program called “Life Happens Here .” Dedicated downtown leaders such as Neil Bortz of Towne Properties and Gary Wachs of Garfield Suites saw the need to make sure we support our “new” downtown by marketing to area residents who may not have visited downtown recently . With the support of DCI, the Downtown Cincinnati Improvement District (DCID) and key corporate sponsors, this $1 million campaign was initiated in spring 2008 . Initial results are promising, and we continue to measure its success .

The current economy poses several challenges and opportunities . We are looking at every way to provide services as efficiently and effectively as possible . This year, the DCI Annual Report and State of Downtown Report are being produced in electronic format to save money on printing and production—in addition to the “green” savings in using less paper . We are focusing as much of our budgets as possible to providing services and leveraging partnerships .

At the same time, we are reminded of the words of Best Buy CEO Brad Anderson: “Think about the next FIFTEEN years, not the next FIVE .” We must protect the progress we have made in a safe, clean and vibrant downtown and lay the groundwork for explosive progress in the future . DCI members continue to provide strong support and the Downtown Cincinnati Improvement District, under the leadership of its board led by Chair Rick Kimbler, recognizes this through the development of the 2010–2013 Services Plan, currently being considered for approval by downtown property owners including the City of Cincinnati and Hamilton County .

Mayor Mark Mallory takes every opportunity to highlight progress and talk about the importance of collaboration, partnership and leverage . He is absolutely right, and all of us at DCI are honored to be part of a civic team that strives to turn these principles into reality .

We thank our board, partners, stakeholders and staff for their hard work, great results and focus on the future and look forward to successes in 2009 and beyond .

Sincerely,

David N . Ginsburg Patricia Mann Smitson President and Chief Executive Officer Board Chair

Letter to Stakeholders

David N . Ginsburg,President and

Chief Executive Officer

Patricia Mann Smitson,Board Chair

Table of Contents

2

OBjECTIvE:

Maintain and

enhance the

safe, clean and

welcoming

environment

downtown.

DCI invests

almost half of its

annual budget in

these programs.

Safe, Clean & Welcoming2008 RESuLTS

DCI Ambassadors and Government SquareDCI intensified efforts at Government Square in 2008 as part of its contract with Metro . Regular meetings are conducted to review performance, identify increased efficiencies, and ensure effective, quick response . One such efficiency was a shift from periodic to daily pressure washing of Government Square’s bus shelters A through H . By dedicating one hour per day, it saves on labor and materials . DCI also contracts with Fountain Square Management Group to have a 24 hour/day presence on Fountain Square . Adjustments were made to the contract, allowing the Ambassador program and its client to work more effectively .

DCI and its role preparing for a busy convention yearIn an exemplary public / private collaboration with the City of Cincinnati, specifically the offices of the Mayor, City Manager and Public Services, DCI and its partners worked in overdrive to prepare for a busy convention year hosting NAACP and National Baptists . Strategic and creative planning, constant communication and teamwork were instrumental to the success and allowed for expedited project completion of everything from sidewalk and street repairs and repaving to painting of street poles and overall sprucing up downtown . Meetings convened by Mayor Mallory encouraged better coordination than ever .

Ron Mabry was promoted in August 2008 to manage the DCI Ambassador program, and Brian Stoehr was hired as supervisor . Under Ron’s leadership, a re-energized, “on the field” coaching style is visibly present with an acute attention to detail .

DCI Ambassadors clean Government Square Photo by Philip Groshong

3

Downtown Sector Groups and results-oriented solutionsDCI and the four Downtown Sector Groups have met monthly since 2003 . In 2008, the Northwest Sector identified an issue with rodents and starlings . With swift attention by DCI and the City’s Health Department, clean-up efforts were intensified in the area and bait traps were concentrated, which remedied the problem . Another example of the Sector Groups at work was in the Southwest Sector along Fourth Street where homeless people were habitually sleeping on business owners’ private property . As a result, regular patrols were increased and “No Trespassing” signs were created and posted . The problems were largely dissipated .

The flower pot program, launched in 2007 and consisting of sixty-four pots on ten downtown blocks, matured . New efficiencies were introduced and seasonal plantings continued .

New leadership at Cincinnati Police Department’s Downtown Services unit (DSu)DCI’s partnership with the DSU and its new leadership, Captain Terri Theetge and Lieutenant Marilee Neudigate, resulted in greater efficiencies and more coordinated efforts in 2008 . During key events and because of the flexible nature of the Safe and Clean program, DCI Ambassadors were strategically deployed to complement both the DSU and the volunteer-based Citizens on Patrol . In addition, DCI’s President and CEO, David Ginsburg, joined Captain Theetge for regular “police ride-alongs,” allowing them to identify issues and solutions immediately . For the third consecutive year, City of Cincinnati Police Department reported a double digit decrease in Part 1 crimes from the prior year for the central business district/riverfront . Part 1 crimes, the more serious crimes, were down 11 .8% . Part 2 crimes, or quality of life crimes, were up 1 .5% (down 9 .8% in 2007) .

Safe, Clean & Welcoming (continued)

Children enjoy the water feature on Fountain Square

The mounted patrol is part of the Downtown Services Unit of the Cincinnati Police Department

4

Communications and Marketing2008 RESuLTS

Making an impact with enhanced marketingIn May 2008, DCI launched a two-year $1 million Enhanced Marketing Campaign, Life Happens Here, with the key objective to improve attitudes and perceptions of downtown leading to an increase in the frequency of visits and spending . Research was conducted to determine the target audience, appropriate message, and to benchmark downtown perceptions and visitation habits . The campaign targets residents with an urban mindset who live within twenty minutes of downtown, are ethnically diverse, forty-five and older, and have a household income of $75,000+ . Funding for the campaign comes from DCI, Downtown Cincinnati Improvement District, and twenty-two downtown corporations and organizations:

•CincinnatiBengals•CincinnatiEnquirer•CincinnatiUSAConvention

and Visitors Bureau•CincinnatiUSAChamberofCommerce•DODowntownRestaurantGroup•DukeEnergy•dunnhumby•FifthThirdBank•GarfieldSuitesHotel•TheCarolAnneandRalphV.Haile,Jr./ US Bank Foundation•Hixson•HuntingtonBank•HyattRegencyCincinnati•Macy’sInc.•MarketTools•MillenniumHotelCincinnati•Procter&Gamble•PNC•Taft,Stettinius&HollisterLLP•TowerPlace•WestinHotelCincinnati•Western&Southern/EagleRealtyGroup

Metrics for the program include tracking restaurant and retail sales, attraction and event attendance, website visitation, Downtown Gift Card sales, and improvements in perceptions . Comparative retail and restaurant sales and attraction attendance figures wereupinJuly.AttractionsandretailershadincreasesinAugustwhilerestaurantsaleswere down . In September, both restaurant and retail had decreases, though attractions were up . Holiday sales were better than expected overall considering the economic climate .

PROGRAM OBjECTIvE:

Maintain and

enhance the image,

awareness and

usage of downtown

Cincinnati as a

vibrant hub of

activity where

people live, work,

dine, shop and play.

Print ad from Life Happens Here campaign

5

Communications and Marketing (continued)

Solidifying downtown retail promotions and initiativesThe Downtown Gift Card program experienced steady growth in its first full year and was a favorite item among holiday shoppers with a 62% increase in sales compared to the 2007 holiday season . $110,000 in Downtown Gift Cards were sold in 2008 with $59,000 sold during the four-week holiday season . With more than 130 participating merchants accepting the Card, including all of the retail anchors, it delivers a focused message and directly supports downtown merchants and destinations .

DCI commissioned the Rookwood Pottery Co . to produce the second edition art tile for the 2008 holiday season, depicting the Suspension Bridge and city skyline . Once again, the tiles were sold exclusively at Macy’s Fountain Place, a benefit afforded them as a title sponsor of Downtown Dazzle . 500 tiles were produced and retailed for $75; DCI netted $10,000 from the sale of the tiles to be applied to 2009 holiday expenses .

Downtown Holiday Programs exemplify Life Happens Here DCI positioned downtown Cincinnati as the hub of free, family-friendly events in its media and advertising efforts and local residents responded . Holiday highlights included:

•Macy’sDowntownDazzle,DCI’smarqueeholidayprogram,attracted4,000to5,000people per Saturday night for the rappelling Santa and fireworks show .

•TheHollyJollyTrolleypresentedbyP&G,Charmin,Oral-BandUlmer&BerneLLPgrew 20% in average weekend ridership .

•600childrenparticipatedintheDazzleDaysKidsWorkshops,hostedbytheCincinnati Recreation Commission and Main Library .

•Freeweekendtrolley-stylecarriageridescarriedmorethan6,000passengers.

•DCI’searnedmediathroughpublicrelationseffortswasvaluedat$3.7million,threetimes greater than in 2007 .

•Foreverydollarspentinpaidadvertising,DCIreceivedanadditional63centsinadded value .

•DCIlauncheditssocialmediaeffortsduringtheholidays,winningtheheartsoflocalresidents with “CincySanta,” who gave insider tips and special downtown offers to its Facebook friends and Twitter followers .

Hundreds of children gather for free story time with Mrs . Claus, part of Macy’s Downtown Dazzle Photo by Philip Groshong

2008 Rookwood Art Tile

6

Stakeholder Services2008 RESuLTS

Building on benchmark data for downtownDCI commissioned the 2nd annual downtown pedestrian count update, which expanded on 2007’s baseline study of ten intersections during peak lunch hours by adding five intersections during the evening hours . Total pedestrian counts for the blocks studied remained relatively constant, which the firm concluded is testament to the strength of the businesses downtown . The study is available free on DCI’s website downtowncincinnati.com. Accurate pedestrian counts over time are important for retention and attraction efforts by DCI and its partners .

The State of Downtown Report, published by DCI three times a year, tracks trends and statistics of downtown office, tourism, retail, dining, arts and entertainment, access and parking, residential activity and overall safe and clean measures . In 2008, improved methods and data were used to balance and verify data .

DCI Small Business Committee reenergized and refocusedThe new DCI Small Business Task Force, made up of leaders from DCI, City of Cincinnati, Cincinnati USA Regional, African-American, Over-the-Rhine and Hispanic Chambers, commercial real estate agents, small business owners and representatives, Hamilton County Development Company, and other partners, are an engaged working group and have a shared objective to increase the number of sustainable, growth-oriented, minority-owned and women-owned enterprises . While the Chambers’ roles are to generate leads and promote downtown as a place to do business, DCI’s role is to provide ongoing support and partnership in managing leads and retaining businesses .

OBjECTIvE:

Support and

advocate for

business and

residential growth

in downtown

Cincinnati.

DAyTIME PEDESTRIAN COuNTS

Downtown lunchtime traffic was studied as part of DCI’s pedestrian count update

7

Downtown

Tour of Living…

received favorable

reviews and truly

demonstrated that

life happens here

by highlighting

downtown’s

amenities, in

addition to its

residential options.

presented by

Saturday, September 27, NOON–5 PMwww.downtowncincinnati.com

Featured Property

I’m with the tour.

Produced by:

Property Marker - 21.5” X 28”

Volunteers for the Downtown Tour of Living assist tour attendees Photo by Philip Groshong

Stakeholder Services (continued)

10th Annual Downtown Tour of Living demonstrates life happens hereFor the first time in its history, the Downtown Tour of Living was held on a Saturday, which received favorable reviews and truly demonstrated that life happens here by highlighting downtown’s amenities, in addition to its residential options . The Tour attracted 1,100 attendees, 75 volunteers, and featured 15 residential properties, nine of which were new to the Tour . A new promotion offered the first 250 ticket holders a $10 Downtown Gift Card . An online post-survey of 80 people indicated 25% redeemed the Gift Card that day and 84% indicated they patronized a downtown business as part of their Tour experience . 75% of those surveyed were first-time Tour goers .

Leveraging partnerships to improve business retention effortsDuring 2008, DCI continued its program of work in the area of business retention by proactively meeting with businesses of varying sizes and industries throughout the Central Business District . DCI’s partnership with the Cincinnati USA Partnership and the City of Cincinnati was further leveraged as all three organizations worked closely together . Each business contacted indicated they planned to stay downtown (due to the central location, ease of doing business with other downtown companies, increased amenities, etc .) and approximately 25% indicated a strong possibility for expansion in physical space and/or workforce over the next 18 months . DCI actively addressed environmental issues facing companies through its Safe and Clean program and utilized the above mentioned partnerships with regard to workforce development and permitting issues .

8

FinancialsINDEPENDENT AuDITORS’ REPORT

Board of Directors Downtown Cincinnati, Inc . Cincinnati, Ohio

We have audited the accompanying statements of financial position of Downtown Cincinnati, Inc . (DCI) (a nonprofit organization) as of December 31, 2008 and 2007 and the related statements of activities and cash flows for the years then ended . These financial statements are the responsibility of the Organization’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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement . An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements .

An audit also includes 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 .

In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of DCI as of December 31, 2008 and 2007 and the change in its net assets and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America .

STATEMENTS OF FINANCIAL POSITIONDecember 31, 2008 and 2007 Assets 2008 2007Cash and cash equivalents $ 472,116 $ 594,836Contracts and accounts receivable 187,426 38,882Unbilled receivables 172,374 214,673Prepaid expenses – 5,740Property and equipment – net 10,635 17,068Total assets $ 842,551 $ 871,199 LiabilitiesAccounts payable and accrued expenses $ 303,026 $ 295,863

Deferred revenue 70,050 42,569Total liabilities 373,076 338,432 Net assets – unrestricted 469,475 532,767Total liabilities and net assets $ 842,551 $ 871,199 STATEMENTS OF ACTIvITIESYears Ended December 31, 2008 and 2007 2008 2007Unrestricted revenues and support DCID contract: Special Improvement District $ 1,749,184 $ 1,802,561Donated services 71,390 20,271Service agreements 372,160 322,892Holiday, directory sponsorships and special events 382,493 177,820

Memberships 124,675 123,025Other contracts and revenues 31,731 46,874Interest income 3,531 15,640Total unrestricted revenues and support 2,735,164 2,509,083

ExpensesOperating 2,727,066 2,367,209In-kind 71,390 20,271Total expenses 2,798,456 2,387,480 Change in unrestricted net assets (63,292) 121,603Net assets – unrestricted, beginning of year 532,767 411,164

Net assets – unrestricted, end of year $ 469,475 $ 532,767

9

FinancialsNOTES TO FINANCIAL STATEMENTS

1. SuMMARy OF SIGNIFICANT ACCOuNTING POLICIES

Nature of OperationsDowntown Cincinnati, Inc . (DCI or the Organization) is a nonprofit corporation organized to enhance downtown through safe and clean programs, communications and marketing programs and stakeholder services including assisting small women-owned and minority-owned firms . DCI receives contributions from area companies, foundations and funds from assessments on all downtown properties to take leadership in the revitalization of downtown .

Financial Statement PresentationThe financial statements have been prepared in accordance with Statement of Financial Accounting Standards (SFAS) No . 117, Financial Statements of Not-for-Profit Organizations. SFAS No . 117 requires, among other things, the net assets to be classified based on the existence or absence of donor-imposed restrictions . Accordingly, net assets of the Organization and changes therein are classified and reported as follows:

unrestricted net assets – Net assets that are not subject to donor-imposed stipulations and may be utilized at the discretion of the Board of Directors to support the Organization’s purposes and operations in accordance with its bylaws .

Temporarily restricted net assets – Net assets subject to donor-imposed stipulations that will be met either by actions of the Organization satisfying the purpose or the passage of time . When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions . As of December 31, 2008 and 2007 there were no temporarily restricted net assets .

Permanently restricted net assets – Net assets for which the donor has stipulated that the principal be maintained in perpetuity and that only the income from the investment thereof be expended either for the general purpose of the Organization or for purposes specified by the donor . As of December 31, 2008 and 2007 there were no permanently restricted net assets .

Cash and Cash EquivalentsThe Organization considers all liquid investments with original maturities of three months or less to be cash equivalents . The Organization maintains its cash in bank deposit accounts which, at times, exceed federally insured limits . The Organization has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk .

There have been recent changes to federal insured bank account limits (FDIC coverage) and money market account balance guarantees . The Troubled Assets Relief Program (TARP) became law on October 3, 2008 . With the new law the FDIC limits for interest-bearing deposits increased to $250,000 in insured account coverage at each FDIC-insured bank . The coverage has also been expanded to provide unlimited insurance for a period of time on money in qualifying transaction accounts .

STATEMENTS OF CASH FLOWSYears Ended December 31, 2008 and 2007 2008 2007Cash flows from operating activities Change in net assets $ (63,292) $ 121,603Adjustment to reconcile change in net assets to net cash provided by (used in) operating activities: Depreciation and amortization 11,727 11,707Changes in: Contracts and accounts receivable (148,544) 98,225Unbilled receivables 42,299 9,020Prepaid expenses 5,740 (5,740)Accounts payable and accrued expenses 7,163 72,069Deferred revenue 27,481 42,069 Net cash (used in) provided by operating activities (117,426) 348,953

Cash flows from investing activities Purchase of property and equipment (5,294) (9,150)Net change in cash and cash equivalents (122,720) 339,803

Cash and cash equivalents, beginning of year 594,836 255,033

Cash and cash equivalents, end of year $ 472,116 $ 594,836

10

Financials Cash and Cash Equivalents (continued)

On any account that meets the FDIC definition of “noninterest bearing transaction accounts,” including most checking accounts; the FDIC will provide unlimited insurance . These changes to bank deposit coverage are set to expire on December 31, 2009 . On September 19, 2008 the U .S . Treasury also guaranteed the existing deposits in all participating money market funds with no limit . That guarantee program has been extended until April 30, 2009 .

Contracts and Accounts ReceivableContracts and accounts receivable consist of reimbursements due under contract agreements and general accounts receivable . The Organization provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions . Delinquent receivables are written off based on individual credit evaluation and specific circumstances .

unbilled ReceivablesUnder the Special Improvement District (SID) contract through Downtown Cincinnati Improvement District (DCID) and the Fountain Square Management Group (FSMG) contract, the Organization bills actual monthly expenses the following month . Unbilled receivables represent December SID and FSMG expenses tobebilledinJanuaryofthefollowingyear.

Property and EquipmentProperty and equipment are recorded at cost or at fair value as of the date of the contribution . Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets . The cost of maintenance and repairs are charged to income as incurred; significant renewals and betterments are capitalized .

In accordance with Statement of Financial Accounting Standards No . 144, Accounting for the Impairment of Disposal of Long-lived Assets, the Organization assesses the recoverability of the carrying amount of property and equipment if certain events or changes occur, such as a significant decrease in market value of the assets or a significant change in operating conditions .

ContributionsThe Organization records gifts of cash and other assets at their fair market value as of the date of contribution . Such donations are recorded as unrestricted support unless explicit donor stipulations specify how the donated assets must be used . Gifts that are originally restricted by the donor and for which the restriction is met in the same time period are recorded as temporarily restricted and then released from restriction .

Gifts of long-lived assets with explicit restrictions that specify how the assets are to be used and gifts of cash or other assets that must be used to acquire long-lived assets are reported as restricted support . Absent explicit donor stipulations about how long-lived assets must be maintained, the Organization reports expirations of donor restrictions when the donated or acquired long-lived assets are placed in service .

Donated ServiceThe Organization records donated services as revenues in the period received only if the services received create or enhance non-financial assets or required specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation .

Deferred RevenueRevenues from fees for the directory and membership, and Enhanced Marketing Sponsorships are deferred and recognized over the period to which the fees relate .

Income TaxesDCI is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code and a similar provision of Ohio law . DCI is not considered a private foundation .

Functional Allocation of ExpensesThe costs of supporting the various programs and other activities have been summarized on a functional basis in the notes to the financial statements . Expenses have been classified based upon the actual direct expenditures and cost allocations based upon estimates of time spent by Organization personnel .

use of EstimatesThe preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period . Actual results could differ from those estimates .

New Accounting StandardsThe Organization has elected to defer the adoption of Financial Accounting Standards Board (FASB) No . 48, Accounting for Uncertainty in Income Taxes–an interpretation of FASB Statement No. 109 (FIN 48) consistent with FASB Staff Position FIN 48-3, Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises. To the extent any uncertain tax positions exist, the Organization applies Statement of Financial Accounting Standards (SFAS) No . 5, Accounting for Contingencies, in evaluating uncertain tax positions .

11

Financials2. PROPERTy AND EQuIPMENT

Property and equipment as of December 31 consisted of the following:

2008 2007Computer equipment $ 55,501 $ 53,001Office equipment 13,116 11,672Computer software 8,566 7,216Cleaning equipment – 10,151 77,183 82,040Less accumulated depreciation and amortization (66,548) (64,972) $ 10,635 $ 17,068

3. CONCENTRATION/SPECIAL IMPROvEMENT DISTRICT In 2006, DCI entered into a Special Improvement District

contract with Downtown Cincinnati Improvement District (DCID) which expires on December 31, 2009 . DCID is a special assessment of downtown property owners, which purchase the services of DCI . Approximately 64% and 72% of revenues in 2008 and 2007, respectively, and 39% and 69% of all receivables at December 31, 2008 and 2007, respectively, are related to the Special Improvement District contract . As of the date of this report, the downtown property owners are in the process of completing petitions to be submitted to Cincinnati City Council for a special vote on assessment related to the renewal of the Special Improvement District contract .

4. FOuNTAIN SQuARE AND GOvERNMENT SQuARE MANAGEMENT

In 2008 and 2007, DCI had contracts with the Fountain Square Management Group to clean Fountain Square and Metro to clean Government Square, bus stops and shelters in the central business district . DCI expended $351,052 and $332,644 in accordance with the terms of these contracts in 2008 and 2007, respectively .

5. DONATED SERvICES Contribution revenues recognized from donated services

consisted of:

2008 2007Media and promotions $ 71,390 $ 20,271

6. LEASE COMMITMENTS The Organization leases office space and various equipment

under operating leases that expire on various dates through October 2010 . Rent expense for these leases was $51,960 and $56,115 in 2008 and 2007, respectively . Future minimum payments are as follows:

2009 $ 55,9592010 4,716 $ 60,675

7. 401(K) PLAN DCI participates in a multi-employer 401(k) plan sponsored by

the Greater Cincinnati Chamber of Commerce . The Organization contributes 10% of employees’ gross pay to the plan . Participants vest in employer contributions 20% each year and are fully vested after five years . Expense related to plan contributions was $48,329 and $49,072 in 2008 and 2007, respectively .

8. FuNCTIONAL ALLOCATION OF EXPENSES The costs of supporting the various programs and other activities

of the Organization have been summarized below . Expenses have been classified based upon the actual direct expenditures and cost allocations based upon estimates of time spent by Organization personnel .

2008 2007 Program services $ 2,501,499 89 .4% $ 2,109,794 88 .4%General and administrative 214,358 7 .6% 200,210 8 .4%

Fundraising 82,599 3 .0% 77,476 3 .2% $ 2,798,456 100 .0% $ 2,387,480 100 .0%

12

The core program

areas of DCI

are funded in

part by property

owners within

the Downtown

Cincinnati

Improvement

District (DCID),

who together

contribute $1.9

million annually

to implement a

services plan that

represents their

diverse interests.

We thank these

downtown

property

owners for their

partnership:

Downtown Property Owners11-15 8th LLC120 East Eighth Street Partners LLC125 West Fourth Street LLC147 Palmer Avenue LLC200 West Court LLC209 East Court LLC225 McFarland Street Ltd .255 Fifth Limited Partnership300 Main Ltd .307 Sycamore Holding Company LLC312 Walnut Limited Partnership321 Race LLC321 West Fourth Project Partnership324 East Fourth Street LLC325 West Fifth Street LLC330 West Fourth Street Partnership353 West Fourth Street LLC417 East 7th Street LLC4JRedevelopmentLLC4th & Race St . Development Co . LLC4th & Race St . Investments LLC4th and Walnut Center LLC500 Eggleston Ltd .525 Vine Street LLC537 Associates LLC537 Associations LLC 580 Investors LLC609 Walnut Limited Partnership613 Race LLC625 Main Street LLC627 Main Street Investments LLC639 Building on Main LLC639 Walnut LLC654 Main LLC700 Walnut LLC801 Riverview LLC805 Race Street LLC810 Sycamore Partners LLC817 Main Street Ltd .8th & Broadway LLC9 Main LLC917 Partners LLC9487 Dry Fork Road LLCAAA CincinnatiAbraham Messer & Ron Messer PartnershipUwa AgenmonmenAJ&SLimitedPartnershipAlamin Family PartnershipAlea Group Ltd .Alfred Carrington Inc .American Financial Corp .American Red CrossAmicus Group Anderson Building Co .JaneE.AndersonNestor A . & Althea L . AquinoArchbishop of CincinnatiLinden T . ArdArena Management Holdings LLCW . Laura AringtonAsset Ohio Fourth Street LLCKrishna P . AthotaAurora Townhouse LLCAutomatic Data Processing

Sarah W . AvilaB W Talgood Realty Co . Ltd .Glen A . & Debra L . BabcockBackstage Dev Ltd Liability Co .Trudy K . BackusGeraldine BagsitThomas A . Baldwin TrustBankhardts Luggage Shop Inc .Paul BaranJohnE.BarnesTrustLaura E . BarnettBetina L . BartelsBCN Holdings LLCCraig R . BeachlerBeavanoff Properties LLCCondy BeaversCondyD.Beavers&LeslieJ.AronoffDonna E . BeckerDouglasJ.&MarciaP.BeckmeyerJuliaBedellJasonC.BeemBeiderman Properties LLCDavid H . BergerHarvey Bergman TrustHarvey Bergman Trust & Milton TrustMark William BernhardtJulioA.Berrios&LeonJakovicsErich D . BesmenBG 708 Properties LLC Anthony A . & Nicholas A . BiancoNathan & Dana BishopBJRealEstateLLCBarbaraJ.BlackEric BlackburnLeonald A . BlehPatricia L . BlehWilliam H . Blessing TrustRobert F . Bloom & Alison H . KamineBlue Grass Development of Ohio LLCBrent R . BlumPaula Y . BoggsApril L . BoltonThomasA.Borcher,Jr.Emily C . BoswellJohnF.&DeborahH.BrannenDan A . Bricker et alBrittany Parking LLCBroadway Building InvestorsRandolph Neal BrooksBrothers Cincinnatian CorporationErik T . & Meredith L . BrownRobert S . BrownBuccis Pizzeria LLCKevin T . BuckleyGeorgeBudigJ.TrustBudig Realty LLCPatrick D . BurnsLouis C . & Helen P . BuschleJeffryAlanBush&KyleLeeMerrittGlenn N . CallawayHarvey D . CaminsDaniel E . & Gwen CampanelloJohnA.&MaryJoCampbellCapco Real Estate LLCCappel Realty Co .

Caramel Properties LLCCarell Ohio LLCPeterJ.&CarolynD.CarpenterJamesC.&LeaD.CarrollJamesB.CaskeyCBD Holdings Inc .Central ClinicCentral Trust Tower AssociatesCF3 Real Estate Ltd & DLF Real Estate Ltd .Chai West Ninth Street LLCJimmyS.ChanTrustNavinderS.Chauley&JoanH.LimChristian Science Reading RoomChurch Foundation of the DioceseChurch of Scientology of OhioPhilip C . Cianciolo TrustCincinnati & Suburban BellCincinnati Association for the Performing ArtsCincinnati Athletic ClubCincinnati Bar AssociationCity of CincinnatiCincinnati Fire Museum AssociationCincinnati Freie Presse LLCCincinnati Hills Christian Academy Inc .Cincinnati SI Co .Cincinnati Union BethelCincy Condos LLCCity View Equities Inc .JonnaRuthClaytonGary L . ClemensWilliam ClineCokljat RenaissanceDavid S . Collins & Sarah A . Rice-CollinsJohnB.&SylviaH.CollinsColumbia Development CorporationColumbia Motor Sales Co .Columbia Oldsmobile CompanyCommunity Law Center Real Estate CompanyRobertJ.ConlonTrustContemporary Arts CenterConversa Language Center Inc .David A . CookRobert P . CormanVirgil V . & Robbie E . CornelisonMichelle B . CoronelCourt & Elm StreetCourt Colleagues II LLCCourt Colleagues LLCGeorgia M . Court TrustJohnC.CourtTrustCourt Street Center LLCCourt Street East Ltd .Court Street Lofts LLCCourt View Building LLCJenniferLynnCouserCovenant First PresbyterianSeth Coyle & Natalie DesantisCp-327 West Court LLCCp-Court & Plum Ltd PartnershipCPC Realty LLCAnn CrableFrederickV.,Jr.&M.KatherineCrall

13

Terrence M . CrawfordCRE Corp .Annette M . Crompton & Annette Moreth CromptonD P 8 LLCD R M & AssociatesD M DagiauDavid A . & Rosemary DannerAruna DaroliaRussell E . DavisDawson Realty Ltd .Earl B . DayJenniferL.DayGary D . & Cheryl M . DecourseyPaul Michael Demarco & Karen Anne SmithDennis Properties LLCDennison Hotel Inc .DanielJ.Devito&JessicaR.YerdonDiamond Mercantile Co .Scott M . DickDickens & Crumpet LLCRichard E . DieringerTeresa DimarcoDixie Terminal Corp .JustinT.&BrandonR.DobbsKarl M . DollardMatthew D . & Mark R . DonahueSean DonovanDrury Development CorporationDTK Ninth & Main LLCDavid DukeDuke Energy Ohio Inc .Duke Realty Limited PartnershipDuke Realty OhioGreg DunkleyAlex C . DunnJenniferM.&FloydD.DyeEagles Way LLCEast 7 Ltd .East 8 Ltd .Michael EbbsMargaret A . Edmiston Elka Real Estate Co Ltd .Elliott David PartnersElm 411 LLCElm-4 Associates Ltd .Emery Realty Inc .ENB Partners LLCKatie M . EngGaryJ.EnzweilerEpiscopal Society of Christ ChurchEste Investors Ltd .ThomasDavidEvans,Jr.& Vicky Lynn PattonJosephL.&EvelynM.EverhartFederal Reserve Bank of ClevelandCynthia C . Felson TrustMaryJillFendrichFifth Third BankFifty-One Company Ltd .Phyllis G . FineTammy L . FineHenryJ.FlimanTrust& Vivian P . Fliman Trust

Fort Washington Leasing LLCGary M . Foster TrustMarta B . Foster TrustTy L . Foster TrustFourth and Central Properties Inc .Fourth and Race Tower Ltd .Fourth National Realty LLCFourth Street Development Partners LLCJonathonBlakeFoxErhard & Sara FriedrichsmeyerM . Camille FryeDonald E . FullerGabbard Evangelistic Association Inc .Victor L . GaffinGarfield Associates LLCGarfield House Limited PartnershipGaspare LLCNancy Gay TrustWilliamM.&JosetteL.GearhartPeter C . GeorgesMaureen A . GernerPatricia A . GlassGLS Properties 8 LLCMatthew R . GlucksmannSteven Robert Golan & Monica Marie SeiterGoodall Properties Ltd .Goodyear Tire & Rubber Co .CliffordDGookin,Jr.TrustGilbert L . GrayGreater Cincinnati FoundationDonald GreerJohannesR.&CatherineC.GriffioenDavid E . GrossmannShiri A . GroteNancy K . GruberRobert L . GrunnGeorge Michael GuidryGwynne Building LLCLaurence Oliver HaasKevin S . HackerDavid N . Hall TrustHamilton County Board of County CommissionersBarbaraJaneHammel& Sandra Gail SmithOh Hyun Han & Kui Rye HanSuzanne L . Hanners & Patricia B . FaheyWilliam N . HardyMarcia Linda HartsockJosephB.Hascal& StanleyJ.GrayFamilyTrustChad W . HatchelHearthstone Co .JoanE.HeckardKelly & Spencer HeindlForestHeis&DanielJ.WenstrupRyan A . HelzermanJosephR.HerrHertz Center at 600 Vine LLCHertz Textile Building LLCJoshHeuser&NickGrammasHilch Partners LLCHJHRealtyCorp

Peter Reed Hofmann Trust & 84 Investments LLCBrianJ.&PeggyA.HoganAveryB.Holden&JarrodM.CooperHolland Pen Building Co . Ltd .David G . & Betsy A . Leigh HollidayThe Child of Holy CongClara & Frances HomanHoudini Properties LLCCharles Craig & Mary P . HudsonMichaelJ.&TobiA.IaconoDavid O . ImwalleIngalls Building Co . Ltd .Basheer H . IsmailMary C . IttnerLynnPattersonJacobsErlendJacobsenAlexanderK.JamesDorothyE.Jamieson&PatrickM.KorbJeffreyM.JanuszekJanetB.JehnWilliamL.&CarolL.JenneweinA.David&CarolynM.JimenezCarverL.&AlgernonV.JohnsonHerbertJohnsonMelindaR.JonesRuthJ.JonesJuliusJ.RigacciBoxCo.LLCK & S Ltd .KABG Properties LLCKaiser Group LLCGerald F . & Geraldine M . KaminskiKanu Investments LLCRonald C . Kauper & Richard MayerKeen Investment Inc .JamesKeene&TamaraL.FineJamesKeenePatrickJ.Kiggins,Jr.ChongNungKim&KilJinKimYolanda D . KirschnerKurt KleinhuizenBurton A . Kleinman TrustKoch Buildings Inc .Aaron C . KohlheppClarence E . KoopPatrick M . KorbEdek & Erna KornhauserChris KotsovosKreller Group Inc .Michael L . KrienikKroger Co .Geoffrey H . KuehnErichKunzel,Jr.TrustL & N RR Co .La Caisse Inc .Steven E . LahVirginia A . LamLancaster Building LLCLandmark Phoenix LLCFrederick G . LaneLast Citadel LLC Hilary Lawson @3JoshuaN.LawsonLaz Enterprises Ltd .Frank Lazarovski

Sooncha A . Lee TrustSpencer S . & Cara Y . LeeJenniferLegeaySusan Lennard Gordon Richard & Kathleen M . LewisLezam Inc .Thomas Zoun Lin LiJoanH.LinkletterLiterary ClubRoger D . LittlejohnLloyd Library & MuseumDavidR.Lofland,Jr.Lofts at Fountain Square LLCLombardy Investments Ltd .JanineP.LopezLPK Garfield LLCJudithElizabethLuneborgLusain Holding LLCLusain Holdings 2 LLCLuscorp LLCKevin LuttenggerLarry A . Lutz & Mary Geren LutzPhu LyUng Ken Ly & Lisa V . LeeLytle Tower Investors M C R Management Co .M/R Real Estate Holdings LLCMarkDaniel,Jr.&GretchenElaineMahanMain Auction Galleries Inc .RussellW.&JanetF.MakepeaceNancy M . MalonePhillip Mandell Trust & Rhea Sue Mandell TrustStefanos & Panagiota MarinakisApril Lynne MartiniJames&EmilyMathewsCarla B . & Robert S . MatteucciKate L . Mayer Paul McAleesePhyllis L . McCallum Trust & StevenW.JemisonTrustTerence P . McCarthyMcFarland Lofts LLCKristy S . McKennaTerry McMillan & Melissa SchmidtMegan L . MeconiMegsu Properties Ltd . JohnC.&NeltaB.MeillerDavid S . MeinersNancy MeissMergards Downtown Bowling Lanes Inc .JohnMerrittRichardJ.Merz,Jr.&LoriDeeEarl K . & Donna S . MesserRyan L . MesserJillP.MeyerSheryl Lynn Morris Meyer & Richard Martin MeyerVirginiaF.&JamesM.MeyerMiddle Earth PropertiesMidwest Enterprises Inc .Mill End Shops of Cincinnati Inc .Thomas H . & Carolyn MillerPatrickJ.Mitchell&BrendaM.KloosMMF Realty LLC

Downtown Property Owners (continued)

14

MMV Properties LLC Montgomery Inn Inc .MatthewJ.MooreSteven P . MooreThomas W . & Dollie MooreStephenJohnMoser& Heide Hehmann MoserGerald & Roxanne MotlAnastasiaEileen&JohnJ.MurphyChristopher R . MurphyTerrence P . & Charlotte C . MurphyThomasE.&JanetD.MurphyChristopher T . Musillo & Kendra M . CameronMy 3 Sons Realty LLCKristen M . MyersNap Williams Office Building LLCNational Underground Railroad Freedom CenterNavarro Photography LLCNBF Holdings LLCNew Boston Centennial LLCSusan W . NewmarkNeyer Holdings F LLCNick NicastroNieman Investors Ltd . Ninth & Race AssociatesNLW Properties LLCKristen M . NostrandOBX Properties LLCOhio Book Store Inc .OLJLLCMorton W . Olman TrustOne East Fourth Inc .One Hundred Thirty Three West 4th PartnershipOne Lytle Place Apartments Partners LPOne Twenty Five East Court Street LimitedOne Twenty Five PartnersOpportunities to Success LLCOhio Teachers RetirementEdward Owens III & Kathleen I . HunglerE . Dimitri & Susan D . PanayotopoulosCharles ParkPark Place at Lytle Investments Ltd .JustinParkerGeorgeJ.PascalTrust& Betsy Pascal TrustKali PaskalPete Paskal Trust & Tary Paskal TrustPatricia N . PensakPerry Street Real Estate LLCRachey D . PetenRandyJ.PetersonLindaJ.PhillipsM . Kay Phillips Trust & Lawrence D . Phillips TrustPhotodesign Inc .Piatt Park Community Urban Redevelopment Corp .Plum Street Investments LLC Plum Street Properties LLCPNC Center Associates LLCPogues Garage LLC & Powell Holdings LLC

Port of Greater Cincinnati Development AuthorityPower Building Associates LtdLowellGPowers,Jr.TrustLeeJonesPremPresidential Plaza Associates Limited PartnershipPrinceton Properties Inc .Procter & Gamble Co . Provisional Properties LLCDavid W . PruittManouso G . & Anastasia PsihountakisPublic Library of Cincinnati & Hamilton CountyQC Properties Ltd .Roxanne QuallsQueen City ClubThomasJ.QuinnTrust& Barbara G . Quinn TrustRace Street Development Ltd .Rait Old Town LLCLaura S . RandallRaydar Rents Ltd .Deval M . & Likith V . ReddyAlexandre S . ReginaPaul S . & Maritza P . ReidPatricia R . ReikTimothy P . & Patricia H . ReillyRobert E . & Christina L N Slangen ReinermanDeanne R . Reinzan-LapilleMarcus D . Relthford & Amy W . EddyIrwin Lawrence RhodesDarianJ.RichardsonRichter & Phillips CompanyRKR Communities Ltd .Steven & Mellisa RobertsLee G . Robinson TrustMaryJoRoeRobert K . RoellerMichaelJ.RollerHenry Rollman IIISusan M . Rollman & Frances R . KatzMary Katherine RosackMillard C . Rosselott IIIEdward RothenbergRobert G . Rothring TrustO Pierce Rudd, Sr . TrustS B G Properties Ltd .S E A L Properties LLCKevin D . SabloskyMark B . & Kathryne D . SackettSamsar Holdings LLCMichaelJ.&JoanneA.SanzereMike SarowSarum Race Street LLCMary Anne SasserUna Schaeperklaus & Rae Skirvin LarimerLouis & Carri A . SchneiderRobert A . SchneiderChristine M . Schoonover & George H . VerkampEric Charles SchuermannJosephH.SchulteLucille Schumacher Trust

Schwartz & Schwartz H Q Ltd .P . Robert SchwetscheanuShelley S . SciborskiScottish RiteSDM Properties LLCJustinA.ServisSeven West Seventh Inc .Kimberly S . SeverinRupa SharmaHoward SharonRobertW.&BrendaJ.ShawyerM V ShettyKyle K . ShinsekiRobert III & Deborrah A . ShropshireSHV Oil and Gas Holding CompanyJeromeJ.&AnnC.SiegelSixth St . Cincinnati Assoc . LLCRae SkirvinEric M . SmithSt . Xavier Church Property Corp .St . Xavier High School Inc .Marilyn V . StaggsEugeneJ.Stagnaro,Jr.Mark F . Stahl TrustNancy E . & Howard K . StarnbachState of OhioMarsha H . SteedSterling Phoenix Development LLCAndrew H . StetsonJeromeJ.StraussDonnaJ.Sturgeon&ChrisS.SterwerfJenniferH.SuNique D A Swan & Natalie L . Auzenne-SwanKurt & Michelle SwaugerJaySwitzerSycamore & Third Realty LLCTaft Museum of ArtJames&PamelaTagliareniScott A . Taylor & Charles R . NielsonTBMG Properties LLCTCMH Holdings LLCTerrapark II LPTerrapark IV LPTerritory Properties Midwest LLCRoger F . ThesingRoger F . & Noel A . ThesingThird and Main Group LLCThird Street AssociatesSteven M . ThomasThree East Fourth Inc . TJDPropertiesLLCTollbridge Developer Ltd .Torrence Investment Company Ltd .Thomas D . & Sherry L . TrebesTri-Net Investment IITri-State Equities LLCU S Bank Na TrustUnited Department Stores Co . No 1United States of AmericaUniversity ClubUrban Property Management Inc .Urban Sites LLCURS Tower LLC

Sharon A . UtendorfValley View Commons LLCDerek D . VandeusenNavidJ.VarjavandiVine Street Interests LLCVulcan Property Management Co .WaddellJosephChristopher&GailF.Tr.Ruth A . WaldeckWalnut Towers Ltd .Watson Enterprises Inc .VickiJ.WebsterAdam R . & Amber E . WeeksBettyJaneWeitzmanGil & Erin WeizerWest Fourth LLCRaymond WestWest Third St 10 LLC @ 22Western & Southern Life Insurance CompanyMarshaK.Weston&EdwardJ.FelsonRaymond C . WetherellJosephG.White&ChristopherChildersMichael White & Rachel Rothenbach WhiteWhite Oak Properties #5 LLCChristopher M . & Rebecca Nicole WiedemanJamesM.Wiseman& Latondra K . NewtonRobert & Carole WissmanWit Enterprises LLCWKEM LLCMargaret M . WolfCharles M . & Mary Lynn WolffJamesM.WomackWoods Real Estate Investments LLCFranklin D . WrightWWWT LLCAnn L . XandersXia YingJonP.YessinZamichiei Properties LLCGregoryZaunO.&JamieL.ThibertJenniferE.ZellJeffreyJ.&CarolA.ZimmermanGraceA.&MatthewR.Zobeck,Jr.

Downtown Property Owners (continued)

15

4JDevelopmentc/oMadisonMarquetteAccel AdvisorsACT, Inc .Al Neyer, Inc .Allied Construction IndustriesAntonelli CollegeAppointmentsAranzamendez DesignArchitects PlusRobin ArthurB . Aras AssociatesBaker & Daboll, LLCBaker & Hostetler LLPBaker Concrete Construction, Inc .BarnesDennig & Company, Ltd .Bartlett & Co .BB RiverboatsBeckman Weil Shepardson LLCBenefit Resources, Inc .JimandMaryAnneBerryBHDP ArchitectureBKD, LLPThomasBlalock,Jr.BlueWispJazzClubBoi Na BrazaBow Wow Meow LLCBrandstetter Carroll, Inc .Brandt Retail GroupBrantley Services, Inc .BRIDGESForAJustCommunityGeorge and Kathleen BrinkmanThe Bromwell CompanyBronze PhotographyBrooks BrothersBrower Insurance Agency, LLCBruegger’sBudco Group Inc .Burgess & NipleBurke & SchindlerBusiness CourierCasler Design Group, Inc .Castellini Management CompanyCatholic Healthcare PartnersCB Richard EllisCBS Personnel ServicesJayandJanetChatterjeeChick-fil-AChildren’s Hospital Medical CenterCincinnati Arts AssociationThe Cincinnati Bar CenterCincinnati Bell TelephoneCincinnati BengalsCincinnati Business CommitteeCincinnati Capital PropertiesCincinnati Commercial RealtorsThe Cincinnati EnquirerCincinnati MagazineCincinnati Museum CenterCincinnati Opera AssociationCincinnati RedsCincinnati Symphony OrchestraCincinnati Union BethelCincinnati USA Convention & Visitors BureauCincinnati USA Regional Chamber of CommerceCincinnati USA Regional Tourism Network

Cincinnati-Hamilton County Community Action AgencyCintel Federal Credit UnionClark, Schaefer, Hackett & Co .Cole + Russell Architects, Inc .Colliers Turley Martin TuckerComair, Inc .Contract SweepersCooney, Faulkner & Stevens, LLCCooper and Company/Dakota Watch CompanyCRESA Partners - CincinnatiDanbarry Cinemas Management, Inc .David Dawson, Sibcy ClineDeloitte Tax LLPRick DieringerDinsmore & Shohl LLPRoberta DittoeCharles and Meredith DowntonDrs . Meyer & Harris, Inc . dba: Fountain Square Cosmetic Dental GroupDuke EnergyDuke Energy Center/Global SpectrumdunnhumbyKathleen M . DupriestThe E .W . Scripps CompanyEagle Inspiration Training & DevelopmentEagle Realty GroupPhilip and Rita EdlinEmanuel Community CenterThe Event TeameventsetcFath PropertiesDean Ferrier, Comey & Shepherd RealtorsFifth Third BankFocus/FGWForward QuestFox 19Foxx Construction LLCFRCH Design WorldwideFrisch’s RestaurantFrost Brown Todd LLCG .E . - AviationKim GaiseGame Day CommunicationsGarfield Capital Ltd .The Garfield Suites HotelWalterGay,Jr.,D.D.S.GBBN ArchitectsAndrew GephardtJoshuaandMelissaGerthDavid and Pamela GinsburgJuliusandCoralieGinsburgMarshall and Enid GinsburgGlobal Lead, Inc .Goodman & Goodman Attorneys at LawAmy GoodwinDirk Goodwin, UPSGraeter’s Inc .Gray & Pape, Inc .Graydon, Head & RitcheyGreat Traditions Land and Development Co .Greater Cincinnati/Northern Kentucky Afr . Amer . Chamber of CommerceGreenebaum Doll & McDonald PLLCHart Productions, Inc .HDR Engineering, Inc .HealthSpan Inc .

Heidelberg Distributing Co .Helmes PlumbingHHB & Partners, Inc ., RealtorsHilton Cincinnati Netherland PlazaRonald and Sandra HitzlerHixson Architecture, Engineering, InteriorsHNTB CorporationHoliday Inn Cincinnati - RiverfrontAndrew HolzhauserHeather HowardThomas E . HuenefeldHumana Health Plan of OhioHunt Club Clothiers Ltd ., Inc .Huntington National BankHyatt Regency CincinnatiInfintechIzzy Kadetz, Inc .JackRouseAssociates,Inc.JacksonWalkerL.L.P.JeffreyR.AndersonRealEstateJoanneMalyStrategicBusiness and Marketing ConsultantsKatz Teller Brant & HildKeep Cincinnati BeautifulSteven KenatKeyBankKeys & Simpkinson, LLCKiner & Associates CPAs, Inc .Scott E . KnoxKolar DesignKruyer and AssociatesLaSalle Bank Corporation/ABN AMROLearning through Art Inc .Legg Mason Investment CouncilSusan LennardLibby Perszyk Kathman, Inc .Louis Buschle and AssociatesNancy LynnMacy’s, Inc .Mark Bowen PhotographyMcCormick & Schmick’s Seafood RestaurantMedia SignMercantile LibraryMesser ConstructionMetroMichael Schuster Associates, Inc .Midland Atlantic Development Co ., LLCMidland CompanyMillennium Hotel CincinnatiTerry C . MillerThe Model GroupNAI BergmanNational City Bank, CincinnatiNew Boston CitimarkNew Horizons Credit UnionNeyer Holdings CorporationNicholson’s Pub LLCNorth Star NavigatorsMichael G . OhmerOKIOver-the-Rhine Chamber of CommercePark + VinePaula Norton PhotographyPeck, Shaffer & Williams LLPThe Phoenix Restaurant, Inc .Anne and Charles PiercePortman Equipment Co .Pricewaterhouse Coopers LLP

Procter & GambleProperty Advisors CorporationR .G . McGraw Insurance AgencyR .M . Kimbler Interests, Inc .S . Andrew RadinRestaurants Unlimited Inc . (Palomino Rotisserie and Bar)Daniel RicciardiRippe & KingstonRitter & Randolph, LLCRiver City FurnitureRiverPoint Capital ManagementRobeson Marketing & Design, LLCRock Bottom BreweryDavid and Constance RosekransRoss, Sinclaire & Associates, Inc .Saks Fifth AvenueSchiff-Kreidler-ShellErika SchmittJohnandAprilSchneiderTimothy D . SchochChris SmithJohnandBarbaraSmithDacia SniderSquire, Sanders & Dempsey LLPStandard Textile Co . Inc .Starboard Strategy Corp .The Staubach CompanyStock Yards Bank & TrustStout & Gallant Associates, Inc .Strauss & TroySystem Parking, Inc .Gabriel TavaresTerry-DeRees Associates, Inc .The Thesing CompaniesConrad Foster ThiedeThompson Hine LLPTHP Limited Inc .Tiffany and CompanyTowne Properties LLCToyota Motor Manufacturing North America, Inc .Transit Authority of Northern KentuckyTri State Valet & Parking ServicesTrivantisU .S . BankUlmer & Berne LLPUnited Way of Greater CincinnatiUptown Consortium, Inc .Urban League of Greater CincinnatiMatthewJ.ValleVorys, Sater, Seymour and Pease LLPChris and Gail WaddellWest Shell Commercial Inc .Western and Southern Financial GroupWhitmer & Co .JamesandJoanWichmanWillow Creative GroupWinegardner & Hammonds, Inc .Witt IndustriesWonderGroupWood, Herron & Evans LLPWorld Wide Adventures, Inc .; dba: MarketplexThe Wyoming Women’s ClubAnn XandersXavier UniversityXLC Personnel Services

DCI Members

MARK MALLORy – Honorary ChairMayorCity of Cincinnati

PATRICIA MANN SMITSON – ChairPartner-In-ChargeThompson Hine LLP

MARTINE’ R. DuNN – vice ChairPartnerDinsmore & Shohl LLP

jAMES C. ELLERHORST – TreasurerManaging PartnerDeloitte Tax LLP

BARRy (CHIP) W. WOOD – SecretaryVice President, Business Relations and DevelopmentDuke Energy Ohio and Duke Kentucky

PAT DEWINEJudgeHamilton County

MILTON DOHONEy, jR.City ManagerCity of Cincinnati

MONICA DONATH KOHNENPartnerGraydon Head & Ritchey LLP

DAvID N. GINSBuRGPresident and Chief Executive OfficerDowntown Cincinnati Inc .

MELvIN j. GRAvELy, IIManaging DirectorInstitute for Entrepreneurial Thinking

LOuISE HuGHESDirector Ohio Government and Community RelationsProcter & Gamble

RICHARD KIMBLERManaging PartnerNorth Pointe Group

STEvEN G. LEEPERPresident and Chief Executive OfficerCincinnati Center City Development Corp . (3CDC)

GARy LINDGRENExecutive DirectorCincinnati Business Committee

jOHN LuKENPartnerDinsmore & Shohl LLP

WILLIAM j. MORANSenior Vice President, Corporate FacilitiesFifth Third Bank

CHARLOTTE R. OTTOGlobal External Relations OfficerProcter & Gamble

STEvEN P. RICHTERDirector, Asset ServicesCB Richard Ellis

jACK ROuSEChief Executive OfficerJackRouseAssociates,Inc.

SEAN RuGLESSPresident and Chief Executive OfficerGreater Cincinnati/Northern Kentucky African American Chamber of Commerce

W. N. SANDERSChief Executive OfficerTavern Restaurant Group, Inc .

MARIO SAN MARCOPresident and Chief Executive OfficerEagle Realty Group

LEvON THOMPSON, jR.President and Chief Operating OfficerFoxx Construction, LLC

ELLEN G. vAN DER HORSTPresident and Chief Executive OfficerCincinnati USA Regional Chamber

CyNTHIA RAy WALKERVice President, Area ResearchMacy’s, Inc .

EXECuTIvE COMMITTEE

DCI Board & Staff

LINDA ANTuSPresidentCincinnati USA Regional Tourism Network

BARBARA ARASPresidentAras Group LLC

TOM BESANCENEyPresidentMarketplex

TROy BLACKBuRNVice PresidentCincinnati Bengals

BRAD BLETTNERVice President, Business DevelopmentCincinnati Reds

WAyNE BODINGTONGeneral ManagerThe Westin Hotel Cincinnati

TONy T. BROWNPresident and Chief Executive OfficerUptown Consortium, Inc .

LAuRA N. BRuNNERExecutive Vice President of Business DevelopmentAl Neyer, Inc .

KELLEy j. DOWNINGPresident and Chief Executive OfficerBartlett & Co .

jAMES T. FITZGERALDChairman FRCH Design Worldwide

QuINTEN L. HARRISGovernor’s Regional RepresentativeOhio Department of Development

MICHAEL M. KENNEDyDistrict Senior Vice President/Manager KeyBank Community DevelopmentKeyBank

DANIEL M. LINCOLNPresident and Chief Executive OfficerCincinnati USA Convention & Visitors Bureau

STEPHEN A. LOFTINPresident and Executive DirectorCincinnati Arts Association

jILL P. MEyERMember-In-ChargeFrost Brown Todd LLC

AjAy MuRTHyVice President Global Marketing and CommunicationsConvergys Corporation

RICK PENDERDirector of DevelopmentCincinnati Opera Association

ROBERT C. REIFSNyDERPresident and Chief Executive OfficerUnited Way of Greater Cincinnati

MARK T. REITZESPresidentHuntington Bank

ROD ROBINSONCo-Founder and Executive Vice PresidentAccel Advisors

RyAN M. RyBOLTPresident and Chief Executive OfficerInfintech

jAMES E. SCHWABCincinnati Market PresidentU .S . Bank

MARILyN G. SHAZORChief Executive OfficerMetro

MICHEL SHEERGeneral ManagerHilton Cincinnati Netherland Plaza

STEvEN R. SIMPSONVice President/Market DevelopmentThe Cincinnati Enquirer

WILLIAM v. STRAuSSPresidentStrauss & Troy

COL. THOMAS H. STREICHER, jR.Chief of PoliceCincinnati Police Department

CONRAD FOSTER THIEDEVice President of DevelopmentPhi Delta Theta Educational Foundation

BRIAN L. TIFFANyPresidentOver-the-Rhine Chamber of Commerce

CRySTAL B. WASHINGTONDirector of Community RelationsThe E .W . Scripps Company

jAMES M. WISEMANVice President, Corporate AffairsToyota Motor Manufacturing North America, Inc .

PATRICIA A. ZERBEManager, Community & Government RelationsGE - Aviation

DAvID N. GINSBuRGPresident and Chief Executive Officer

PATRICIA CASEyAdministrative Assistant

BRENDA COCKRELLExecutive Assistant

LISA CREW (as of August 2008)Director of Operations

SHELLy FuLLER (throughJuly2008)Director of Operations

EMILIE jOHNSONAssociate Vice President, Marketing and Communications

ARLENE KOTHSenior Vice President, Stakeholder Services

RON MABRyDirector of Ambassador Services

MINDy ROSENSenior Vice President, Communications and Marketing

SANDy STRAuB (as of February 2008)Data Manager

BRIAN STOEHR (as of August 2008)Operations Supervisor, Clean and Safe

PATRICK WEST (throughJune2008)Clean and Safe Operations Manager

DIRECTORS STAFF

www.downtowncincinnati.com