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May 31, 2023 SALE DAY REPORT FOR: City of Oshkosh, Wisconsin $6,325,000 General Obligation Corporate Purpose Bonds, Series 2023A Prepared by: Ehlers N19W24400 Riverwood Drive, Suite 100 Waukesha, WI 53188 Todd Taves, Senior Municipal Advisor Harry Allen, Associate Municipal Advisor Jon Cameron, Senior Municipal Advisor BUILDING COMMUNITIES. IT’S WHAT WE DO. Sale Day Report for City of Oshkosh, Wisconsin 1 Competitive Sale Results PURPOSE: For public purposes including financing street improvement projects, public safety building improvements, fire equipment purchase, library projects and parking lot and facility improvements.. RATING: Moody's Investor's Service "Aa3" NUMBER OF BIDS: 3 LOW BIDDER: Hilltop Securities, Dallas, Texas COMPARISON FROM LOWEST TO HIGHEST BID: (TIC as bid) LOW BID:* 3.7799% HIGH BID: 3.9998% Summary of Sale Results: Principal Amount*: $6,325,000 Underwriter’s Discount: $63,266 Reoffering Premium: $453,970 True Interest Cost: 3.7987% Costs of Issuance: $61,950 Yield: 2.90%-4.20% Total Net P&I $9,357,503 NOTES: U.S. Bank Trust Company, National Association, Milwaukee, Wisconsin will serve as Paying Agent on the Bonds. The Bonds maturing June 1, 2034, and thereafter are callable June 1, 2033, or any date thereafter. * Subsequent to bid opening, the issue size was decreased to $6,325,000.00. CLOSING DATE: June 22, 2023 DESIGNATED OFFICIAL ACTION: Award the sale of $6,325,000 General Obligation Corporate Purpose Bonds, Series 2023A. Sale Day Report for City of Oshkosh, Wisconsin 2 SUPPLEMENTARY ATTACHMENTS Bid Tabulation Sources and Uses of Funds Updated Debt Service Schedules Tax Impact Schedule Rating Report BBI Graph – 10-year BID TABULATION $6,405,000* General Obligation Corporate Purpose Bonds, Series 2023A City of Oshkosh, Wisconsin SALE: May 31, 2023 AWARD: HILLTOPSECURITIES Rating: Moody's Investor's Service "Aa3" Tax Exempt - Non-Bank Qualified NAME OF BIDDER MATURITY (June 1) RATE REOFFERING YIELD PRICE NET INTEREST COST TRUE INTEREST RATE HILLTOPSECURITIES $6,806,515.70 $2,961,428.47 3.7799% Dallas, Texas 2024 4.000% 3.350% 2025 4.000% 3.200% 2026 4.000% 3.100% 2027 4.000% 3.000% 2028 4.000% 2.950% 2029 5.000% 2.950% 2030 5.000% 2.900% 2031 5.000% 2.900% 2032 5.000% 2.900% 2033 5.000% 2.950% 2034 5.000% 3.000% 2035 5.000% 3.120% 2036 5.000% 3.280% 2037 5.000% 3.450% 2038 5.000% 3.550% 20391 4.000% 4.050% 20401 4.000% 4.050% 2041 4.000% 4.100% 2042 4.000% 4.150% 2043 4.000% 4.200% BAIRD 3.9441% Milwaukee, Wisconsin TD SECURITIES (USA) LLC 3.9998% New York, New York *Subsequent to bid opening the issue size was decreased to $6,325,000. Adjusted Price - $6,715,703.65 Adjusted Net Interest Cost - $3,032,503.44 Adjusted TIC - 3.7987% 1 $830,000 Term Bond due 2040 with mandatory redemption in 2039. Page 3 Presale Estimate Sale Results Sale 5-31-2023 Sale 5-31-2023 Est. Dated 6-22-2023 Est. Dated 6-22-2023 G.O. Corporate Purpose Bonds G.O. Corporate Purpose Bonds Difference Series 2023A Series 2022A Tax-Exempt Tax-Exempt Capital Projects1 6,308,800$ 6,308,800$ -$ Reoffering Premium Reoffering Premium Received -$ (453,970)$ (453,970)$ Deposit to Debt Service Fund -$ 390,704$ 390,704$ Subtotal (Used to Reduce Issue Size)-$(63,266)$ (63,266)$ Estimated Issuance Expenses Ehlers (Municipal Advisor)21,100$ 21,100$ -$ Chapman & Cutler (Bond Counsel)19,000$20,500$ 1,500$ Underwriter's Discount (Bid Item)80,063$ 63,266$ (16,797)$ Moody's Investors Service (Rating Fee)19,500$ 19,500$ -$ U.S. Bank (Paying Agent)1,000$ 850$(150)$ TOTAL TO BE FINANCED 6,449,463$ 6,370,750$ (78,713)$ Estimated Interest Earnings2 (47,737)$(47,737)$-$ Rounding 3,274$ 1,987$ (1,288)$ NET BOND OR NOTE SIZE 6,405,000$ 6,325,000$ (80,000)$ NOTES: 1Capital projects amounts taken from City of Oshkosh 2023 Budget and CIP. 2Assumes temporary investment of available new money proceeds at 4.54% for 60 days. (February 2023 LGIP Rate). 2023 General Obligation Sizing Worksheet Page 4 Year Prin (6/1) Rate Interest Premium Total Year 2023 5,207,453,893 21,146,590 (7,715,890)13,430,700 2.58 13,430,700 2.58 2023 2024 5,388,500,624 18,793,498 (4,552,424)14,241,074 2.64 80,000 4.000% 408,482 (390,704)97,778 14,338,853 2.66 2024 2025 5,575,841,779 17,274,187 (3,981,941)13,292,246 2.38 210,000 4.000% 277,050 487,050 13,779,296 2.47 2025 2026 5,769,696,194 15,527,604 (3,428,385)12,099,219 2.10 220,000 4.000% 268,450 488,450 12,587,669 2.18 2026 2027 5,970,290,316 14,056,697 (2,859,656)11,197,041 1.88 230,000 4.000% 259,450 489,450 11,686,491 1.96 2027 2028 6,177,858,461 12,558,960 (2,374,245)10,184,716 1.65 235,000 4.000% 250,150 485,150 10,669,866 1.73 2028 2029 6,392,643,096 10,211,679 (1,197,192)9,014,487 1.41 250,000 5.000% 239,200 489,200 9,503,687 1.49 2029 2030 6,614,895,114 10,144,976 (1,192,298)8,952,678 1.35 260,000 5.000% 226,450 486,450 9,439,128 1.43 2030 2031 6,844,874,133 8,612,410 (934,248)7,678,163 1.12 275,000 5.000% 213,075 488,075 8,166,238 1.19 2031 2032 7,082,848,797 7,127,754 (570,429)6,557,325 0.93 290,000 5.000% 198,950 488,950 7,046,275 0.99 2032 2033 7,329,097,089 6,027,931 (562,925)5,465,006 0.75 305,000 5.000% 184,075 489,075 5,954,081 0.81 2033 2034 7,583,906,656 4,929,150 (464,200)4,464,950 0.59 320,000 5.000% 168,450 488,450 4,953,400 0.65 2034 2035 7,847,575,147 3,502,469 (250,350)3,252,119 0.41 335,000 5.000% 152,075 487,075 3,739,194 0.48 2035 2036 8,120,410,560 3,099,109 (146,450)2,952,659 0.36 350,000 5.000% 134,950 484,950 3,437,609 0.42 2036 2037 8,402,731,598 2,713,697 0 2,713,697 0.32 370,000 5.000% 116,950 486,950 3,200,647 0.38 2037 2038 8,694,868,048 2,408,422 0 2,408,422 0.28 390,000 5.000% 97,950 487,950 2,896,372 0.33 2038 2039 8,997,161,159 2,219,963 0 2,219,963 0.25 405,000 4.000% 80,100 485,100 2,705,063 0.30 2039 2040 9,309,964,048 2,208,688 0 2,208,688 0.24 425,000 4.000% 63,500 488,500 2,697,188 0.29 2040 2041 9,633,642,106 1,966,656 0 1,966,656 0.20 440,000 4.000% 46,200 486,200 2,452,856 0.25 2041 2042 9,968,573,4270000.00 460,000 4.000% 28,200 488,200 488,200 0.05 2042 2043 10,315,149,2540000.00 475,000 4.000% 9,500 484,500 484,500 0.05 2043 TOTALS 164,530,440 (30,230,631)134,299,809 6,325,000 3,032,503 (390,704)9,357,503 143,657,312 TOTALS Presale Estimated Debt Service 9,221,347 Final Debt Service vs. Estimate 136,157 NOTES: Maturities Subject to Optional Redemption 1Value shown for 2023 is 1-1-2022 actual TID OUT EV. Assumes an 3.48% increase each year thereafter which is 50% of the actual past five year average increase. 2Includes General Obligation debt, room-tax secured State Trust Fund Loan, and TID 31 SBA Loan. Sale Results2023 G.O. Bond Structure Worksheet Existing Debt Only Proposed 2023 Issue Projected Equalized Value1 Debt P&I2 Total Abatement Sources Net Tax Levy for Debt Net Tax Rate for Debt G.O. Corporate Purpose Bonds, Series 2023A Net Tax Levy for Debt Net Tax Rate for DebtDated 6/22/2023 $6,405,000 Page 5 YEAR Prin (6/1) Rate Interest Premium Total Prin (6/1) Interest Premium Total Prin (6/1) Interest Premium Total Prin (6/1) Interest Premium Total Prin (6/1) Interest Premium Total Prin (6/1) Interest Premium Total YEAR 2024 15,000 4.00% 86,993 (83,927)18,066 40,000 197,213 (188,127)49,086 10,000 50,042 (47,787)12,255 5,000 35,581 (34,291)6,290 10,000 38,653 (36,571)12,081 80,000 408,482 (390,704)97,778 2024 2025 45,000 4.00% 59,050 104,050 100,000 133,750 233,750 25,000 33,950 58,950 20,000 24,150 44,150 20,000 26,150 46,150 210,000 277,050 487,050 2025 2026 45,000 4.00% 57,250 102,250 110,000 129,550 239,550 25,000 32,950 57,950 20,000 23,350 43,350 20,000 25,350 45,350 220,000 268,450 488,450 2026 2027 50,000 4.00% 55,350 105,350 110,000 125,150 235,150 30,000 31,850 61,850 20,000 22,550 42,550 20,000 24,550 44,550 230,000 259,450 489,450 2027 2028 50,000 4.00% 53,350 103,350 110,000 120,750 230,750 30,000 30,650 60,650 20,000 21,750 41,750 25,000 23,650 48,650 235,000 250,150 485,150 2028 2029 55,000 5.00% 50,975 105,975 120,000 115,550 235,550 30,000 29,300 59,300 20,000 20,850 40,850 25,000 22,525 47,525 250,000 239,200 489,200 2029 2030 55,000 5.00% 48,225 103,225 125,000 109,425 234,425 30,000 27,800 57,800 25,000 19,725 44,725 25,000 21,275 46,275 260,000 226,450 486,450 2030 2031 60,000 5.00% 45,350 105,350 130,000 103,050 233,050 35,000 26,175 61,175 25,000 18,475 43,475 25,000 20,025 45,025 275,000 213,075 488,075 2031 2032 60,000 5.00% 42,350 102,350 145,000 96,175 241,175 35,000 24,425 59,425 25,000 17,225 42,225 25,000 18,775 43,775 290,000 198,950 488,950 2032 2033 65,000 5.00% 39,225 104,225 150,000 88,800 238,800 35,000 22,675 57,675 25,000 15,975 40,975 30,000 17,400 47,400 305,000 184,075 489,075 2033 2034 70,000 5.00% 35,850 105,850 150,000 81,300 231,300 40,000 20,800 60,800 30,000 14,600 44,600 30,000 15,900 45,900 320,000 168,450 488,450 2034 2035 70,000 5.00% 32,350 102,350 165,000 73,425 238,425 40,000 18,800 58,800 30,000 13,100 43,100 30,000 14,400 44,400 335,000 152,075 487,075 2035 2036 75,000 5.00% 28,725 103,725 165,000 65,175 230,175 45,000 16,675 61,675 30,000 11,600 41,600 35,000 12,775 47,775 350,000 134,950 484,950 2036 2037 80,000 5.00% 24,850 104,850 180,000 56,550 236,550 45,000 14,425 59,425 30,000 10,100 40,100 35,000 11,025 46,025 370,000 116,950 486,950 2037 2038 85,000 5.00% 20,725 105,725 185,000 47,425 232,425 50,000 12,050 62,050 35,000 8,475 43,475 35,000 9,275 44,275 390,000 97,950 487,950 2038 2039 85,000 4.00% 16,900 101,900 195,000 38,900 233,900 50,000 9,800 59,800 35,000 6,900 41,900 40,000 7,600 47,600 405,000 80,100 485,100 2039 2040 90,000 4.00% 13,400 103,400 210,000 30,800 240,800 50,000 7,800 57,800 35,000 5,500 40,500 40,000 6,000 46,000 425,000 63,500 488,500 2040 2041 95,000 4.00% 9,700 104,700 210,000 22,400 232,400 55,000 5,700 60,700 40,000 4,000 44,000 40,000 4,400 44,400 440,000 46,200 486,200 2041 2042 95,000 4.00% 5,900 100,900 225,000 13,700 238,700 55,000 3,500 58,500 40,000 2,400 42,400 45,000 2,700 47,700 460,000 28,200 488,200 2042 2043 100,000 4.00% 2,000 102,000 230,000 4,600 234,600 60,000 1,200 61,200 40,000 800 40,800 45,000 900 45,900 475,000 9,500 484,500 2043 TOTALS 1,345,000 728,518 (83,927)1,989,591 3,055,000 1,653,688 (188,127)4,520,561 775,000 420,567 (47,787)1,147,780 550,000 297,106 (34,291)812,815 600,000 323,328 (36,571)886,756 6,325,000 3,423,207 (390,704)9,357,503 TOTALS NOTES:Sale Results Streets Portion Total Issue Estimated Debt Service G.O. Corporate Purpose Bonds, Series 2023A Debt Service Breakdown by Purpose Police Safety Building Portion Fire Equipment Portion Library Portion Parking Lots and Facilities Portion Page 6 U.S. PUBLIC FINANCE CREDIT OPINION 25 May 2023 Contacts Stephanie Levine +1.312.706.9979 Associate Lead Analyst stephanie.levine@moodys.com David Strungis +1.312.706.9970 VP-Senior Analyst david.strungis@moodys.com CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 City of Oshkosh, WI Update to credit analysis Summary Oshkosh, WI (Aa3) is a midsized city that provides transit, water, sewer and storm water services in addition to standard governmental operations. The city benefits from ongoing development and a growing tax base that is anchored by the University of Wisconsin (UW) at Oshkosh, which has a student population of about 14,000. The city's financial position is strong, bolstered by significant liquidity across business-type funds. Long-term leverage and fixed costs are elevated though payout on outstanding debt is faster than average. Credit strengths »Diverse and growing tax base that benefits from the presence of University of Wisconsin at Oshkosh »Strong financial position bolstered by significant liquidity in the city's enterprise funds Credit challenges »Resident income levels and full value per capital lag similarly rated peers »Long-term liabilities and fixed costs are above average Rating outlook Moody's does not typically assign outlooks to local government issuers with this amount of debt. Factors that could lead to an upgrade »Improvement of economic indicators to levels on par with higher rated peers »Reduction in long-term liabilities and fixed costs Factors that could lead to a downgrade »Deterioration of fund balance or liquidity »Further increases in leverage relative to total annual revenue Page 7 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Key indicators Exhibit 1 Oshkosh (City of) WI 2018 2019 2020 2021 Aa Medians Economy Resident income ratio (%)86.9%87.6%85.2%85.2%115.4% Full Value ($000)$4,073,683 $4,211,596 $4,460,244 $4,821,113 $2,728,197 Population 66,610 66,773 66,753 66,694 23,462 Full value per capita ($)$61,157 $63,073 $66,817 $72,287 $108,666 Economic growth metric (%)N/A -0.8%-0.2%-0.7%-0.6% Financial Performance Revenue ($000)$136,473 $136,150 $130,439 $142,846 $50,065 Available fund balance ($000)$86,635 $102,570 $116,268 $138,207 $25,773 Net unrestricted cash ($000)$106,274 $127,439 $153,076 $190,134 $34,793 Available fund balance ratio (%)63.5%75.3%89.1%96.8%51.2% Liquidity ratio (%)77.9%93.6%117.4%133.1%69.5% Leverage Debt ($000)$311,056 $318,983 $338,566 $350,566 $35,801 Adjusted net pension liabilities ($000)$132,658 $119,691 $160,524 $203,026 $58,004 Adjusted net OPEB liabilities ($000)$7,055 $7,303 $8,006 $9,311 $6,701 Other long-term liabilities ($000)$5,269 $5,602 $5,433 $4,936 $1,659 Long-term liabilities ratio (%)334.2%331.7%392.9%397.5%248.8% Fixed costs Implied debt service ($000)$0 $22,919 $23,257 $24,246 $2,504 Pension tread water contribution ($000)$2,191 $3,899 $2,369 $1,700 $1,672 OPEB contributions ($000)$212 $147 $152 $182 $193 Implied cost of other long-term liabilities ($000)$0 $388 $408 $389 $113 Fixed-costs ratio (%)1.8%20.1%20.1%18.6%11.2% For definitions of the metrics in the table above please refer to the US Cities and Counties Methodology or see the Glossary in the Appendix below. Metrics represented as N/A indicate the data were not available at the time of publication. The medians come from our most recently published US Cities and Counties Median Report. The Economic Growth metric cited above compares the five-year CAGR of real GDP for Oshkosh-Neenah, WI Metropolitan Statistical Area to the five-year CAGR of real GDP for the US. Sources: US Census Bureau, Oshkosh (City of) WI’s financial statements and Moody’s Investors Service, US Bureau of Economic Analysis Profile The City of Oshkosh is located along the western shore of Lake Winnebago in Winnebago County (Aa1) in east central Wisconsin (Aa1 stable), about 45 miles southwest of Green Bay (Aa3). Detailed credit considerations Economy: midsized city anchored by UW-Oshkosh and manufacturing The city's local economy and tax base are likely to remain stable in the event of an economic slow down because of ongoing development, a diverse tax base and the stabilizing presence of UW-Oshkosh. Residential property comprises roughly 60% of the base, commercial property represents 33%, and manufacturing is an additional 6%. The city's $4.8 billion base valuation does not include the university, which provides stability to the local economy and serves as an economic anchor with about 14,000 enrolled students and 1,300 employees. Resident income levels and full value per capita lag similarly rated peers, likely in part because of the university's large student population. Manufacturing is the largest industry sector in the city and employs about 20% of the workforce. Tax base growth has been strong in recent years, driven by both residential appreciation and new construction. Building permits in 2022 reached an all time high of $205 million, an increase of about 20% over the prior year. The city's growth from development is credit positive because Oshkosh, like all Wisconsin cities, is limited by statute from raising the property tax levy by the greater of zero or the percentage change in equalized value because of net new construction. At the metro level, the economic growth trend in the Oshkosh- This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the issuer/deal page on https://ratings.moodys.com for the most updated credit rating action information and rating history. 25 May 2023 City of Oshkosh, WI: Update to credit analysisPage 8 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Neenah MSA is somewhat sluggish relative to the nation but in line with Midwest peers. The five-year compound annual growth rate is about 1.5%, while the national rate was 2.0%. Financial operations: solid financial position bolstered by significant liquidity in the city's enterprise funds Oshkosh's financial position will remain strong, bolstered by ample liquidity in the business-type funds and recent growth in utility revenue. While Wisconsin municipalities are generally restricted to operating levy increases no greater than net new construction, Oshkosh benefits from certain exemptions and management reports roughly $1.8 million in unused operating levy capacity that could be used for operations through its debt service levy limit exemption. The city typically budgets conservatively to achieve a surplus and unaudited results for fiscal 2022 (Dec. 31 year-end) indicate another year of positive operations, with a likely general fund surplus of about $1.2 million from both positive revenue variances and under budget expenditures. Fiscal 2021 closed with a surplus of about $2.5 million across all governmental funds. The city has improved its reserve position annually for several years and will begin drawing on reserves to support a large-scale utility capital plan starting in 2023. The combined available fund balance and business-type net current assets grew to about $138 million in fiscal 2021, equal to about 97% of total annual revenue. Business-type activities in the city's transit, water, sewer, storm water and other enterprise funds accounted for about 40% of total annual revenue and 60% of reserves. Reserves will remain strong in fiscal 2023 even with a budgeted draw of $2.5 million in general fund reserves and roughly $12 million in utility funds. Draws in the utility funds will continue over the next decade or so and will be at least $42 million. Exhibit 2 Reserves will remain strong following budgeted draws in 2023 Available fund balance by type 0 20 40 60 80 100 120 140 160 2018 2019 2020 2021 Unaudited 2022 Estimated 2023 Mil l i o n ( $ ) General fund Other governmental funds Internal service funds Enterprise funds Source: City of Oshkosh, WI's audited financial statements, the city and Moody's Investors Service Like many Wisconsin cities, Oshkosh manages and finances development through tax increment districts (TIDs) that could pose operating pressure if revenue were to fall short of projections. The city has 31 active TIDs, many of which require support from other TIDs and the equipment fund, as it is not city practice to make general fund advances to the TIDs. At the close of fiscal 2021, outstanding advances between and to TIDs totaled roughly $9.5 million, all of which are likely to be repaid by the time individual TIDs close. Liquidity Combined unrestricted net cash across governmental and business type funds totaled $190 million, representing a robust 133% of total annual revenue. Cash is higher than fund balance because of property taxes received but deferred for the next year and significant cash held in the city's special revenue funds but restricted for TID development, community development and revolving loans. Leverage The city's long-term leverage is likely to remain elevated because of continued debt plans over at least the next decade for utilities, though the city has adopted longer-term goals to reduce its general obligation debt burden and payout is relatively quick. Inclusive of an upcoming issuance of general obligation unlimited tax (GOULT) bonds, storm water revenue bonds and water revenue bonds, the 25 May 2023 City of Oshkosh, WI: Update to credit analysisPage 9 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE city's long-term leverage will be an elevated 410% of 2021 revenue. Adjusted fixed costs are above average at 19% and driven by the city's debt burden. Legal security The general obligation unlimited tax (GOULT) bonds are supported by the city’s full faith and credit pledge and the authority to levy a dedicated property tax unlimited as to rate and amount. Debt structure All of the city's debt is long-term and fixed rate, with more than 80% of principal scheduled to be retired within 10 years Debt-related derivatives The city is not a party to any derivative agreements. Pensions and OPEB Oshkosh participates in the Wisconsin Retirement System (WRS), a statewide cost-sharing plan. Contributions are determined using a level contribution actuarial method in an effort to keep employer and employee contribution rates at a level percentage of payroll over time, and are set at 100% of the plan's funding requirement. As a result, WRS remains one of the best-funded public employee retirement systems in the country. The city provides other post-employment benefits (OPEB) to eligible retirees which it currently funds on a pay-as-you-go basis. OPEB liabilities in were a modest $9.3 million at the close of fiscal 2022. ESG considerations The City of Oshkosh, WI's Credit Impact Score (CIS) is (CIS-2), reflecting neutral-to-low exposure to social and governance risks and moderate exposure to environmental risks, including flooding. Environmental The City of Oshkosh, WI's Environmental Issuer Profile Score is (E-3), reflecting moderate exposure to physical climate risks including flooding. The city has neutral-to-low exposure to other environmental risks including carbon transition, natural capital and waste and pollution. Social The City of Oshkosh, WI's Social Issuer Profile Score is (S-2) reflecting neutral-to-low exposure to social attributes overall, including demographic, labor and income, health and safety and access to basic services. Governance The City of Oshkosh, WI's Governance Issuer Profile Score is (G-2) reflecting neutral-to-low exposure to governance risks overall including budget management, policy credibility and effectiveness and transparency and disclosure. The City of Oshkosh follows a multiyear capital plan and borrowing strategy and has a minimum fund balance policy of 16% of subsequent year budgeted revenues for the general fund. 25 May 2023 City of Oshkosh, WI: Update to credit analysisPage 10 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Rating methodology and scorecard factors The US Cities and Counties Rating Methodology includes a scorecard, which summarizes the rating factors generally most important to city and county credit profiles. Because the scorecard is a summary, and may not include every consideration in the credit analysis for a specific issuer, a scorecard-indicated outcome may or may not map closely to the actual rating assigned. Exhibit 3 Oshkosh (City of) WI Measure Weight Score Economy Resident income ratio 85.2%10.0%A Full value per capita 80,011 10.0%A Economic growth metric -0.7%10.0%Aa Financial Performance Available fund balance ratio 96.8%20.0%Aaa Liquidity ratio 133.1%10.0%Aaa Institutional Framework Institutional Framework Aa 10.0%Aa Leverage Long-term liabilities ratio 397.5%20.0%Baa Fixed-costs ratio 18.6%10.0%A Notching factors No notchings applied Scorecard-Indicated Outcome Aa3 Assigned Rating Aa3 Sources: US Census Bureau, Oshkosh (City of) WI’s financial statements and Moody’s Investors Service 25 May 2023 City of Oshkosh, WI: Update to credit analysisPage 11 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Appendix Exhibit 4 Key Indicators Glossary Definition Typical Source* Economy Resident income ratio Median Household Income (MHI) for the city or county, adjusted for Regional Price Parity (RPP), as a % of the US MHI MHI: US Census Bureau - American Community Survey 5-Year Estimates RPP: US Bureau of Economic Analysis Full value Estimated market value of taxable property in the city or county State repositories; audited financial statements; continuing disclosures Population Population of the city or county US Census Bureau - American Community Survey 5-Year Estimates Full value per capita Full value / population Economic growth metric Five year CAGR of real GDP for Metropolitan Statistical Area or county minus the five-year CAGR of real GDP for the US Real GDP: US Bureau of Economic Analysis Financial performance Revenue Sum of revenue from total governmental funds, operating and non- operating revenue from total business-type activities and non- operating revenue from internal services funds, excluding transfers and one-time revenue, e.g., bond proceeds or capital contributions Audited financial statements Available fund balance Sum of all fund balances that are classified as unassigned, assigned or committed in the total governmental funds, plus unrestricted current assets minus current liabilities from the city's or county's business- type activities and internal services funds Audited financial statements Net unrestricted cash Sum of unrestricted cash in governmental activities, business type activities and internal services fund, net of short-term debt Audited financial statements Available fund balance ratio Available fund balance (including net current assets from business- type activities and internal services funds) / Revenue Liquidity ratio Net unrestricted cash / Revenue Leverage Debt Outstanding long-term bonds and all other forms of long-term debt across the governmental and business-type activities, including debt of another entity for which it has provided a guarantee disclosed in its financial statements Audited financial statements; official statements Adjusted net pension liabilities (ANPL)Total primary government's pension liabilities adjusted by Moody's to standardize the discount rate used to compute the present value of accrued benefits Audited financial statements; Moody's Investors Service Adjusted net OPEB liabilities (ANOL)Total primary government's net other post-employment benefit (OPEB) liabilities adjusted by Moody's to standardize the discount rate used to compute the present value of accrued benefits Audited financial statements; Moody's Investors Service Other long-term liabilities (OLTL)Miscellaneous long-term liabilities reported under the governmental and business-type activities entries Audited financial statements Long-term liabilities ratio Debt + ANPL + ANOL + OLTL / Revenue Fixed costs Implied debt service Annual cost to amortize city or county's long-term debt over 20 years with level payments Audited financial statements; official statements; Moody's Investors Service Pension tread water contribution Pension contribution necessary to prevent reported unfunded pension liabilities from growing, year over year, in nominal dollars, if all actuarial assumptions are met Audited financial statements; Moody's Investors Service OPEB contribution City or county's actual contribution in a given period Audited financial statements Implied cost of OLTL Annual cost to amortize city or county's other long-term liabilities over 20 years with level payments Audited financial statements; Moody's Investors Service Fixed-costs ratio Implied debt service + Pension tread water + OPEB contributions + Implied cost of OLTL / Revenue *Note: If typical data source is not available then alternative sources or proxy data may be considered. 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REPORT NUMBER 1367966 25 May 2023 City of Oshkosh, WI: Update to credit analysisPage 13 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Contacts Stephanie Levine +1.312.706.9979 Associate Lead Analyst stephanie.levine@moodys.com David Strungis +1.312.706.9970 VP-Senior Analyst david.strungis@moodys.com CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 25 May 2023 City of Oshkosh, WI: Update to credit analysisPage 14 10 YEAR TREND IN MUNICIPAL BOND INDICES Source: The Bond Buyer The Bond Buyer “20 Bond Index” (BBI) shows average yields on a group of municipal bonds that mature in 20 years and have an average rating equivalent to Moody’s Aa2 and S&P’s AA. Page 15 May 31, 2023 SALE DAY REPORT FOR: City of Oshkosh, Wisconsin $5,650,000 Storm Water Utility Revenue Bonds, Series 2023B Prepared by: Ehlers N19W24400 Riverwood Drive, Suite 100 Waukesha, WI 53188 Todd Taves, Senior Municipal Advisor Harry Allen, Associate Municipal Advisor Jon Cameron, Senior Municipal Advisor BUILDING COMMUNITIES. IT’S WHAT WE DO. Sale Day Report for City of Oshkosh, Wisconsin 1 Competitive Sale Results PURPOSE: To provide funds for the public purpose of financing improvements and extensions to the City’s Storm Water Utility System (the "Storm Water System"). RATING: Build America Mutual S&P Global Ratings "AA" Underlying Rating: Moody's Investor's Service "A1" NUMBER OF BIDS: 3 LOW BIDDER: Hilltop Securities, Dallas, Texas COMPARISON FROM LOWEST TO HIGHEST BID: (TIC as bid) LOW BID:* 3.9108% HIGH BID: 3.9993% Summary of Sale Results: Principal Amount*: $5,650,000 Underwriter’s Discount: $93,210 Reoffering Premium: $426,807 True Interest Cost: 3.9197% Costs of Issuance: $70,800 Yield: 2.90%-4.20% Total Net P&I $8,721,034 NOTES: U.S. Bank Trust Company, National Association, Milwaukee, Wisconsin will serve as Paying Agent on the Bonds. The Bonds maturing May 1, 2034, and thereafter are callable May 1, 2033, or any date thereafter. * Subsequent to bid opening, the issue size was decreased to $5,650,000.00. CLOSING DATE: June 22, 2023 DESIGNATED OFFICIAL ACTION: Award the sale of $5,650,000 Storm Water Utility Revenue Bonds, Series 2023B. Sale Day Report for City of Oshkosh, Wisconsin 2 SUPPLEMENTARY ATTACHMENTS •Bid Tabulation •Sources and Uses of Funds •Updated Debt Service Schedules •Rating Report •BBI Graph BID TABULATION $6,055,000* Storm Water Utility Revenue Bonds, Series 2023B City of Oshkosh, Wisconsin SALE: May 31, 2023 AWARD: HILLTOPSECURITIES **Build America Mutual Rating: "S&P Global Ratings "AA"" Underlying Rating: Moody's Investor's Service "A1" Tax Exempt - Non-Bank Qualified NAME OF BIDDER MATURITY (May 1) RATE REOFFERING YIELD PRICE NET INTEREST COST TRUE INTEREST RATE HILLTOPSECURITIES $6,387,402.50 $2,885,190.83 3.9108% Dallas, Texas 2024 5.000% 3.350% 2025 5.000% 3.200% 2026 5.000% 3.100% 2027 5.000% 3.000% 2028 5.000% 2.950% 2029 5.000% 2.950% 2030 5.000% 2.900% 2031 5.000% 2.900% 2032 5.000% 2.900% 2033 5.000% 2.950% 2034 5.000% 3.000% 2035 5.000% 3.120% 2036 5.000% 3.280% 2037 5.000% 3.450% 2038 5.000% 3.550% 20391 4.000% 4.050% 20401 4.000% 4.050% 2041 4.000% 4.100% 2042 4.000% 4.150% 2043 4.000% 4.200% *Subsequent to bid opening the issue size was decreased to $5,650,000. Adjusted Price - $5,957,549.94 Adjusted Net Interest Cost - $2,763,484.23 Adjusted TIC - 3.9197% ** Build America Mutual insurance purchased by HILLTOPS ECURITIES . 1 $745,000 Term Bond due 2040 with mandatory redemption in 2039. Page 3 NAME OF BIDDER MATURITY (May 1) RATE REOFFERING YIELD PRICE NET INTEREST COST TRUE INTEREST RATE Bid Tabulation May 31, 2023 City of Oshkosh, Wisconsin $6,055,000* Storm Water Utility Revenue Bonds, Series 2023B Page 2 TD SECURITIES (USA) LLC 3.9838% New York, New York BAIRD 3.9993% Milwaukee, Wisconsin Page 4 Presale Estimate Sale Results Sale 5-31-2023 Sale 5-31-2023 Est. Dated 6-22-2023 Est. Dated 6-22-2023 Storm Water Utility Revenue Bonds Storm Water Utility Revenue Bonds Difference Series 2023B Series 2023B Tax-Exempt Tax-Exempt Capital Projects1 14,723,345$ 14,723,345$ -$ Less: Cash on Hand Contribution (9,790,000)$ (9,790,000)$ -$ Reserve Fund Adjustments New Reserve Fund Requirement 8,736,294$ 8,715,419$ (20,876)$ Less Current Reserve Requirement (7,727,306)$ (7,727,306)$ -$ Net Deposit to Reserve Fund Required 1,008,988$ 988,112$ (20,876)$ Reoffering Premium (Used to Reduce Issue Size)(426,807)$ (426,807)$ Estimated Issuance Expenses Ehlers (Municipal Advisor)30,200$ 30,200$ -$ Chapman & Cutler (Bond Counsel)20,000$19,750$ (250)$ Underwriter's Discount 75,688$93,210$ 17,523$ Moody's Investors Service (Rating Fee)20,000$20,000$-$ U.S. Bank (Paying Agent)1,000$850$ (150)$ Bond Insurance -$26,047$ 26,047$ TOTAL TO BE FINANCED 6,089,221$ 5,684,708$ (404,513)$ Estimated Interest Earnings2 (37,329)$ (37,329)$ -$ Rounding 3,108$ 2,621$(487)$ NET BOND SIZE 6,055,000$ 5,650,000$ (405,000)$ NOTES: 1Capital projects amounts taken from City of Oshkosh 2023 Budget. 2023 Revenue Bond Sizing Worksheet 2Assumes temporary investment of available new money proceeds at 4.54% for 60 days. (February 2023 LGIP Rate). Page 5 Schedule of Storm Water Utility Revenue Debt Outstanding Plus Proposed 2023 Issues As of January 1, 2023 Amount Dated Paying Agent Callable Callable Amt Rate/Term 3.74% ‐ 4.52%2024‐2043 Year Principal Interest Total Prin (5/1) Rate Interest Total Total P&I Net Revs1 1.2X Req'd Rev P&I G.O. P&I Total Net Revs1 Year 2023 5,180,000 2,995,569 8,175,569 8,175,569 10,593,874 1.30 8,175,569 547,400 8,722,969 10,593,874 1.21 2023 2024 5,510,000 2,664,447 8,174,447 80,000 5.000%354,834 434,834 8,609,281 10,593,874 1.23 8,609,281 438,194 9,047,475 10,593,874 1.17 2024 2025 5,720,000 2,456,406 8,176,406 180,000 5.000%254,200 434,200 8,610,606 10,593,874 1.23 8,610,606 421,869 9,032,475 10,593,874 1.17 2025 2026 5,700,000 2,255,675 7,955,675 190,000 5.000%244,950 434,950 8,390,625 10,593,874 1.26 8,390,625 410,694 8,801,319 10,593,874 1.20 2026 2027 5,945,000 2,048,534 7,993,534 200,000 5.000%235,200 435,200 8,428,734 10,593,874 1.26 8,428,734 394,513 8,823,247 10,593,874 1.20 2027 2028 6,155,000 1,833,706 7,988,706 210,000 5.000%224,950 434,950 8,423,656 10,593,874 1.26 8,423,656 378,475 8,802,131 10,593,874 1.20 2028 2029 6,415,000 1,611,066 8,026,066 220,000 5.000%214,200 434,200 8,460,266 10,593,874 1.25 8,460,266 12,581 8,472,847 10,593,874 1.25 2029 2030 6,685,000 1,385,459 8,070,459 235,000 5.000%202,825 437,825 8,508,284 10,593,874 1.25 8,508,284 17,259 8,525,544 10,593,874 1.24 2030 2031 5,410,000 1,179,888 6,589,888 245,000 5.000%190,825 435,825 7,025,713 10,593,874 1.51 7,025,713 16,856 7,042,569 10,593,874 1.50 2031 2032 5,600,000 989,572 6,589,572 260,000 5.000%178,200 438,200 7,027,772 10,593,874 1.51 7,027,772 16,425 7,044,197 10,593,874 1.50 2032 2033 5,340,000 802,191 6,142,191 270,000 5.000%164,950 434,950 6,577,141 10,593,874 1.61 6,577,141 20,900 6,598,041 10,593,874 1.61 2033 2034 4,415,000 637,013 5,052,013 285,000 5.000%151,075 436,075 5,488,088 10,593,874 1.93 5,488,088 20,300 5,508,388 10,593,874 1.92 2034 2035 3,975,000 501,203 4,476,203 300,000 5.000%136,450 436,450 4,912,653 10,593,874 2.16 4,912,653 0 4,912,653 10,593,874 2.16 2035 2036 3,350,000 387,056 3,737,056 315,000 5.000%121,075 436,075 4,173,131 10,593,874 2.54 4,173,131 0 4,173,131 10,593,874 2.54 2036 2037 3,110,000 286,475 3,396,475 330,000 5.000%104,950 434,950 3,831,425 10,593,874 2.76 3,831,425 0 3,831,425 10,593,874 2.76 2037 2038 2,500,000 198,800 2,698,800 350,000 5.000%87,950 437,950 3,136,750 10,593,874 3.38 3,136,750 0 3,136,750 10,593,874 3.38 2038 2039 1,850,000 131,813 1,981,813 365,000 4.000%71,900 436,900 2,418,713 10,593,874 4.38 2,418,713 0 2,418,713 10,593,874 4.38 2039 2040 1,320,000 83,353 1,403,353 380,000 4.000%57,000 437,000 1,840,353 10,593,874 5.76 1,840,353 0 1,840,353 10,593,874 5.76 2040 2041 1,055,000 45,200 1,100,200 395,000 4.000%41,500 436,500 1,536,700 10,593,874 6.89 1,536,700 0 1,536,700 10,593,874 6.89 2041 2042 630,000 13,781 643,781 410,000 4.000%25,400 435,400 1,079,181 10,593,874 9.82 1,079,181 0 1,079,181 10,593,874 9.82 2042 2043 0 0 0 430,000 4.000%8,600 438,600 438,600 10,593,874 24.15 438,600 0 438,600 10,593,874 24.15 2043 TOTALS 85,865,000 22,507,207 108,372,207 5,650,000 3,071,034 8,721,034 117,093,241 117,093,241 2,695,465 119,788,706 Presale Estimated Debt Service 9,090,311 Final Debt Service vs. Estimate (369,277) NOTES: = Maturities Subject to Optional Redemption 1Net revenue calculation based the City's 2022 unaudited financial statements. Total Utility DebtStorm Water Utility Revenue Bonds, Series 2023CExisting Stormwater Revenue Debt Issue Sale Results $3,560,000 01‐May‐33 Debt Service CoverageDebt Service Coverage 22‐Jun‐23 U.S. Bank Trust Company, National Association Existing + Future Issues $6,055,000 Page 6 U.S. PUBLIC FINANCE CREDIT OPINION 25 May 2023 Contacts Stephanie Levine +1.312.706.9979 Associate Lead Analyst stephanie.levine@moodys.com David Strungis +1.312.706.9970 VP-Senior Analyst david.strungis@moodys.com CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 Oshkosh (City of) WI Stormwater Enterprise Update to credit analysis Summary The City of Oshkosh's Storm Water Enterprise (A1) benefits from a stable service area covering the City of Oshkosh (Aa3), independent rate-setting authority, and improved financial operations characterized by strong liquidity. Debt service coverage is adequate and the storm water enterprise is somewhat challenged by its modestly sized scale of operations and elevated leverage. Credit strengths »Growing and diverse customer base »Independent rate-setting authority with a demonstrated history of increasing rates »Very strong liquidity Credit challenges »Relatively narrow debt service coverage for the rating with modestly sized operations »Elevated leverage with additional borrowing planned Rating outlook Moody's does not typically assign outlooks to local government issuers with this amount of debt. Factors that could lead to an upgrade »Significant expansion and diversification of the customer base »Sustained improvement of debt service coverage »Moderation of system leverage Factors that could lead to a downgrade »Narrowed liquidity or debt service coverage »Increased leverage beyond current projections Page 7 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Key indicators Exhibit 1 Oshkosh Stormwater Utility System System Characteristics Asset Condition (Net Fixed Assets / Annual Depreciation)50 years System Size - O&M (in $000s)$2,271 Service Area Wealth: MFI % of US median 85.29% Legal Provisions Rate Covenant (x)1.20 Debt Service Reserve Requirement DSRF funded at MADS (Aaa) Management Rate Management A Regulatory Compliance and Capital Planning Aa Financial Strength 2017 2018 2019 2020 2021 Operating Revenue ($000)$9,255 $9,986 $10,753 $11,599 $12,358 System Size - O&M ($000)$2,066 $2,145 $2,331 $2,283 $2,271 Net Revenues ($000)$7,331 $8,087 $8,937 $9,915 $10,077 Net Funded Debt ($000)$68,339 $74,006 $76,752 $75,710 $77,845 Annual Debt Service ($000)$5,839 $6,523 $6,835 $7,497 $7,661 Annual Debt Service Coverage (x)1.3x 1.2x 1.3x 1.3x 1.3x Days cash on Hand 1,484 2,804 2,982 2,749 3,812 Debt to Operating Revenues (x)7.4x 7.4x 7.1x 6.5x 6.3x Source: US Census Bureau, Oshkosh Stormwater Utility System’s financial statements and Moody’s Investors Service Profile The Oshkosh Stormwater Utility was created in 2002 and covers the entirety of the city. The enterprise collects stormwater runoff and drains it into Lake Butte des Morts, the Fox River and Lake Winnebago. The purpose of the system is to address flooding in parts of the city and to comply with the Clean Water Act. The city is the county seat of Winnebago County (Aa1) and is also home to the University of Wisconsin at Oshkosh. The system bills according to equivalent runoff units (ERUs). Detailed credit considerations Service area and system characteristics: growing and diverse customer base The storm water system's service area and customer base will continue to benefit from ongoing development in the city and customer diversity. Commercial customers comprise the largest portion of users, accounting for about half of the ERUs. Other customer categories include residential (33%), industrial (10%), and public authority (8%). Total ERUs were generally stable between 2018-2020, hovering around 59,000 units and grew to 62,000 units in 2022 driven by a number of large-scale developments. Total billings continue to increase and grew to more than $13 million in 2022 from $9.6 million in 2017. Although concentration among major users is somewhat elevated, with the top 10 customers accounting for more than 20% of the total ERUs and total billings, more than half is from public sector customers that pose little risk to relocation outside of the system's service area. The two top users that account for roughly 10% of ERUs and billings are Winnebago County (5%) and Oshkosh Corporation (Baa3 stable), a manufacturer of heavy duty vehicles for military and industrial usage. Oshkosh Corporation is the city's largest employer (6,900 employees) and second largest user of the storm water system, accounting for about 4% of ERUs and total billing. Residential This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the issuer/deal page on https://ratings.moodys.com for the most updated credit rating action information and rating history. 25 May 2023 Oshkosh (City of) WI Stormwater Enterprise: Update to credit analysisPage 8 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE users of the system have slightly lower than average income levels, as the city's median family income stands just under 90% of national figure. Incomes are likely below average because of the city's large student population. Debt service coverage and liquidity: relatively narrow but stable coverage paired with very strong liquidity The utility system's debt service coverage will likely remain somewhat narrow, though satisfactory, because of management's unlimited rate-setting authority and demonstrated history of increasing rates as needed. Before fiscal 2011, the system had low levels of debt and very strong debt service coverage. However, sizable debt issuances beginning in fiscal 2010 grew total annual debt service from a moderate $1.4 million in 2010, to about $8.6 million in fiscal 2023. During the initial years of the larger debt issuances, net revenue lagged the escalating debt service which resulted in total debt service coverage falling below sum sufficiency. Senior lien debt service coverage was about 1.4x in fiscal 2021 while total debt service coverage was closer to 1.3x, which includes payments on general obligation (GO) bonds of the city. Although audited figures are not yet available, management expects to maintain stable net revenue coverage supported by additional rate increases. Preliminary fiscal 2022 figures reflect net revenue of $10.6 million, which results in a MADS coverage on the existing debt and the proposed 2022 revenue bonds of about 1.2x. As the system takes on more debt in coming years, we expect commensurate rate adjustments. Liquidity The system closed fiscal 2021 with an exceptionally strong liquidity position of $23.7 million, equal to more than 3,800 days cash on hand. The system will cash finance roughly $42 million over the next decade for capital improvements, starting with a budgeted draw of $9.7 million in fiscal 2023. Following the draw, unrestricted cash will be closer to 2,400 days at the close of 2023. Debt and legal covenants: elevated leverage with additional borrowing planned; legal provisions include service to city clause Leverage is elevated and likely to remain so given additional borrowing plans identified in the system's ten-year capital improvement plan. The system is in the process of issuing $6 million in senior lien revenue bonds. Following the sale, the system's debt will total $86.7 million. The city commission's updated utility rate studies and long term cash flow analyses to examine the rate increases needed to sustain future capital borrowing. The current capital improvement plan projects about $72 million in additional projects through 2032, which would require annual rate increases of about 2.3% to support the additional debt. Legal provisions include a rate covenant of 1.2x current annual debt service and an additional bonds test of 1.2x maximum annual debt service (MADS). The reserve requirement is equal to MADS on outstanding parity bonds. In addition to these legal provisions, the City of Oshkosh pledges to make up any revenue shortfall to pay bondholders on-time and in-full. The pledge includes a “service to city” clause under which the city agrees to pay for the services rendered to the city by the storm water utility fund up to annual debt service and any amount necessary to replenish a deficiency in the reserve account, subject to appropriation. To date, the city has not needed to support the storm water utility under this clause. The storm water debt backed by the city's GO pledge does not have a rate covenant or reserve requirement. Debt structure The storm water system's debt consists of senior lien revenue bonds that are long-term and fixed rate. In addition to the senior lien debt, the storm water utility supports debt service on about $3 million of the city's GO debt Debt-related derivatives The stormwater system has no exposure to any debt-related derivatives Pensions and OPEB Employees of the storm water system, like most city employees, participate in the Wisconsin Retirement System (WRS), a statewide cost-sharing defined benefit pension plan. For more information on the City of Oshkosh's pension obligations, please see our most recent Credit Opinion on the city. 25 May 2023 Oshkosh (City of) WI Stormwater Enterprise: Update to credit analysisPage 9 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE ESG considerations Environmental According to Moody's Climate on Demand, Winnebago County has no to medium risk for all of the environmental risk factors considered including floods, heat stress, hurricanes and typhoons, sea level rise, water stress and wildfires. The city's continued investments in its storm water enterprise are intended to help mitigate any potential flooding issues. Social Social factors are a consideration in the city's credit profile. The median age of city residents (34) is notably below the state (40) and national (38) figures while resident income levels are also below state and national figures, both of which are driven in part by the university presence. Governance The City of Oshkosh's Storm Water Enterprise is a separate enterprise fund of the City of Oshkosh. City Council has the authority to enact rate increases through a simple majority vote of council and council typically acts on proposed rate increases in conjunction with the annual budgeting process 25 May 2023 Oshkosh (City of) WI Stormwater Enterprise: Update to credit analysisPage 10 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE © 2023 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved. CREDIT RATINGS ISSUED BY MOODY'S CREDIT RATINGS AFFILIATES ARE THEIR CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY’S (COLLECTIVELY, “PUBLICATIONS”) MAY INCLUDE SUCH CURRENT OPINIONS. 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REPORT NUMBER 1367968 25 May 2023 Oshkosh (City of) WI Stormwater Enterprise: Update to credit analysisPage 11 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Contacts Stephanie Levine +1.312.706.9979 Associate Lead Analyst stephanie.levine@moodys.com David Strungis +1.312.706.9970 VP-Senior Analyst david.strungis@moodys.com CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 25 May 2023 Oshkosh (City of) WI Stormwater Enterprise: Update to credit analysisPage 12 10 YEAR TREND IN MUNICIPAL BOND INDICES Source: The Bond Buyer The Bond Buyer “20 Bond Index” (BBI) shows average yields on a group of municipal bonds that mature in 20 years and have an average rating equivalent to Moody’s Aa2 and S&P’s AA. Page 13 May 31, 2023 SALE DAY REPORT FOR: City of Oshkosh, Wisconsin $6,935,000 Water System Revenue Bonds, Series 2023C Prepared by: Ehlers N19W24400 Riverwood Drive, Suite 100 Waukesha, WI 53188 Todd Taves, Senior Municipal Advisor Harry Allen, Associate Municipal Advisor Jon Cameron, Senior Municipal Advisor BUILDING COMMUNITIES. IT’S WHAT WE DO. Sale Day Report for City of Oshkosh, Wisconsin 1 Competitive Sale Results PURPOSE: To provide funds for the public purpose of financing improvements and extensions to the City’s Water System (the "Water System"). RATING: Moody's Investor's Service "Aa3" NUMBER OF BIDS: 2 LOW BIDDER: Hilltop Securities, Dallas, Texas COMPARISON FROM LOWEST TO HIGHEST BID: (TIC as bid) LOW BID:* 3.8638% HIGH BID: 3.9581% Summary of Sale Results: Principal Amount*: $6,935,000 Underwriter’s Discount: $107,501 Reoffering Premium: $497,242 True Interest Cost: 3.8770% Costs of Issuance: $82,950 Yield: 2.90%-4.20% Total Net P&I $10,539,473 NOTES: U.S. Bank Trust Company, National Association, Milwaukee, Wisconsin will serve as Paying Agent on the Bonds. The Bonds maturing January 1, 2034, and thereafter are callable January 1, 2033 or any date thereafter. * Subsequent to bid opening, the issue size was decreased to $6,935,000.00. CLOSING DATE: June 22, 2023 DESIGNATED OFFICIAL ACTION: Award the sale of $6,935,000 Water System Revenue Bonds, Series 2023C. Sale Day Report for City of Oshkosh, Wisconsin 2 SUPPLEMENTARY ATTACHMENTS Bid Tabulation Sources and Uses of Funds Updated Debt Service Schedules Rating Report BBI Graph BID TABULATION $7,430,000* Water System Revenue Bonds, Series 2023C City of Oshkosh, Wisconsin SALE: May 31, 2023 AWARD: HILLTOPSECURITIES Rating: Moody's Investor's Service "Aa3" Tax Exempt - Non-Bank Qualified NAME OF BIDDER MATURITY (January 1) RATE REOFFERING YIELD PRICE NET INTEREST COST TRUE INTEREST RATE HILLTOPSECURITIES $7,853,477.40 $3,336,578.85 3.8638% Dallas, Texas 2024 5.000% 3.400% 2025 5.000% 3.250% 2026 5.000% 3.100% 2027 5.000% 3.000% 2028 5.000% 3.000% 2029 5.000% 2.950% 2030 5.000% 2.900% 2031 5.000% 2.900% 2032 5.000% 2.900% 2033 5.000% 2.950% 2034 5.000% 3.000% 2035 5.000% 3.100% 2036 5.000% 3.250% 2037 5.000% 3.450% 2038 5.000% 3.550% 20391 4.000% 4.050% 20401 4.000% 4.050% 2041 4.000% 4.100% 2042 4.000% 4.150% 2043 4.000% 4.200% BAIRD 3.9581% Milwaukee, Wisconsin *Subsequent to bid opening the issue size was decreased to $6,935,000. Adjusted Price - $7,324,741.55 Adjusted Net Interest Cost - $3,214,730.95 Adjusted TIC - 3.8770% 1 $900,000 Term Bond due 2040 with mandatory redemption in 2039. Page 3 Presale Estimate Sale Results Sale 5-31-2023 Sale 5-31-2023 Est. Dated 6-22-2023 Est. Dated 6-22-2023 Water System Revenue Bonds Water System Revenue Bonds Difference Series 2023C Series 2023C Tax-Exempt Tax-Exempt Capital Projects1 10,545,500$ 10,545,500$ -$ Less: Cash on Hand Contribution (3,602,000)$ (3,602,000)$ -$ Reserve Fund Adjustments New Reserve Fund Requirement 4,715,580$ 4,703,643$ (11,937)$ Less Current Reserve Requirement (4,354,743)$ (4,354,743)$ -$ Net Deposit to Reserve Fund Required 360,837$ 348,900$ (11,937)$ Reoffering Premium (Used to Reduce Issue Size)(497,242)$ (497,242)$ Estimated Issuance Expenses Ehlers (Municipal Advisor)39,600$ 39,600$ -$ Chapman & Cutler (Bond Counsel)21,000$22,500$ 1,500$ Underwriter's Discount 92,875$107,501$ 14,626$ Moody's Investors Service (Rating Fee)20,000$20,000$-$ U.S. Bank (Paying Agent)1,000$850$ (150)$ TOTAL TO BE FINANCED 7,478,812$ 6,985,608$ (493,204)$ Estimated Interest Earnings2 (52,539)$ (52,539)$ -$ Rounding 3,727$ 1,931$ (1,796)$ NET BOND SIZE 7,430,000$ 6,935,000$ (495,000)$ NOTES: 1Capital projects amounts taken from City of Oshkosh 2023 Budget. 2023 Revenue Bond Sizing Worksheet 2Assumes temporary investment of available new money proceeds at 4.54% for 60 days. Page 4 Schedule of Water Utility Revenue Debt Outstanding Plus Proposed 2023 Issue As of January 1, 2023 Amount Dated Paying Agent Callable Callable Amt Rate/Term 3.44% ‐ 4.22%2024‐2043 Year Principal Interest Total Prin (1/1) Rate Interest Total Net Revs1 1.2X Req'd Rev P&I G.O. P&I Total Net Revs1 Year 2023 4,363,901 1,739,495 6,103,397 0 6,103,397 8,449,506 1.38 6,103,397 497,800 6,601,197 8,449,506 1.28 2023 2024 4,338,809 1,613,717 5,952,525 200,000 5.000%325,973 525,973 6,478,498 8,449,506 1.30 6,478,498 389,700 6,868,198 8,449,506 1.23 2024 2025 4,298,950 1,473,637 5,772,587 220,000 5.000%307,400 527,400 6,299,987 8,449,506 1.34 6,299,987 249,425 6,549,412 8,449,506 1.29 2025 2026 4,429,331 1,337,977 5,767,308 230,000 5.000%296,150 526,150 6,293,458 8,449,506 1.34 6,293,458 252,994 6,546,451 8,449,506 1.29 2026 2027 3,854,958 1,203,159 5,058,116 245,000 5.000%284,275 529,275 5,587,391 8,449,506 1.51 5,587,391 150,434 5,737,826 8,449,506 1.47 2027 2028 3,830,836 1,073,918 4,904,753 255,000 5.000%271,775 526,775 5,431,528 8,449,506 1.56 5,431,528 151,544 5,583,072 8,449,506 1.51 2028 2029 3,495,000 948,191 4,443,191 270,000 5.000%258,650 528,650 4,971,841 8,449,506 1.70 4,971,841 47,569 5,019,409 8,449,506 1.68 2029 2030 3,595,000 824,972 4,419,972 285,000 5.000%244,775 529,775 4,949,747 8,449,506 1.71 4,949,747 51,478 5,001,225 8,449,506 1.69 2030 2031 3,305,000 708,528 4,013,528 295,000 5.000%230,275 525,275 4,538,803 8,449,506 1.86 4,538,803 50,269 4,589,072 8,449,506 1.84 2031 2032 3,095,000 604,256 3,699,256 310,000 5.000%215,150 525,150 4,224,406 8,449,506 2.00 4,224,406 53,900 4,278,306 8,449,506 1.97 2032 2033 2,875,000 509,706 3,384,706 330,000 5.000%199,150 529,150 3,913,856 8,449,506 2.16 3,913,856 52,400 3,966,256 8,449,506 2.13 2033 2034 2,770,000 422,656 3,192,656 345,000 5.000%182,275 527,275 3,719,931 8,449,506 2.27 3,719,931 55,825 3,775,756 8,449,506 2.24 2034 2035 2,700,000 340,959 3,040,959 365,000 5.000%164,525 529,525 3,570,484 8,449,506 2.37 3,570,484 0 3,570,484 8,449,506 2.37 2035 2036 2,315,000 267,906 2,582,906 380,000 5.000%145,900 525,900 3,108,806 8,449,506 2.72 3,108,806 0 3,108,806 8,449,506 2.72 2036 2037 1,945,000 205,506 2,150,506 400,000 5.000%126,400 526,400 2,676,906 8,449,506 3.16 2,676,906 0 2,676,906 8,449,506 3.16 2037 2038 1,465,000 155,231 1,620,231 420,000 5.000%105,900 525,900 2,146,131 8,449,506 3.94 2,146,131 0 2,146,131 8,449,506 3.94 2038 2039 1,510,000 111,869 1,621,869 440,000 4.000%86,600 526,600 2,148,469 8,449,506 3.93 2,148,469 0 2,148,469 8,449,506 3.93 2039 2040 1,235,000 71,666 1,306,666 460,000 4.000%68,600 528,600 1,835,266 8,449,506 4.60 1,835,266 0 1,835,266 8,449,506 4.60 2040 2041 920,000 38,700 958,700 475,000 4.000%49,900 524,900 1,483,600 8,449,506 5.70 1,483,600 0 1,483,600 8,449,506 5.70 2041 2042 595,000 11,900 606,900 495,000 4.000%30,500 525,500 1,132,400 8,449,506 7.46 1,132,400 0 1,132,400 8,449,506 7.46 2042 2043 0 0 0 515,000 4.000%10,300 525,300 525,300 8,449,506 16.09 525,300 0 525,300 8,449,506 16.09 2043 56,936,784 13,663,949 70,600,733 6,935,000 3,604,473 10,539,473 81,140,205 81,140,205 2,003,338 83,143,543 Presale Estimated Debt Service 10,725,931 Final Debt Service vs. Estimate (186,459) NOTES: 1Net revenue calculation based the City's 2022 unaudited financial statements. = Maturities Subject to Optional Redemption 22‐Jun‐23 Debt Service CoverageIssue Existing Water Revenue Debt Water System Revenue Bonds, Series 2023D Existing + Future Issues Debt Service Coverage Total Utility Debt $7,430,000 U.S. Bank Trust Company, National Association 01‐Jan‐33 Sale Results $4,295,000 Page 5 U.S. PUBLIC FINANCE CREDIT OPINION 25 May 2023 Contacts Stephanie Levine +1.312.706.9979 Associate Lead Analyst stephanie.levine@moodys.com David Strungis +1.312.706.9970 VP-Senior Analyst david.strungis@moodys.com CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 Oshkosh (City of) WI Water Enterprise Update to credit analysis Summary The City of Oshkosh’s Water Enterprise (Aa3) benefits from a stable customer base, strong liquidity and adequate debt service coverage. Additional strengths include satisfactory legal provisions, which include a pledge by the city to contribute funds and subject to appropriation to cover annual debt service if net water system revenue are insufficient. Operations are stable and the system benefits from continued growth in the City of Oshkosh (Aa3). The credit strengths are balanced against coverage levels that lag similarly rated entities and the lack of independent rate-setting authority. Credit strengths »Stable customer base including multiple large state institutions »History of rate adjustments to meet debt service coverage »Improved liquidity Credit challenges »Debt service coverage lags comparably rated utilities »Lack of independent rate-setting authority »Long-range capital improvement plan will require additional borrowing and annual rate increases Rating outlook Moody's typically does not assign outlooks to local government issuers with this amount of debt. Factors that could lead to an upgrade »Significant expansion and diversification of the customer base »Sustained improvement of debt service coverage »Moderation of system leverage Factors that could lead to a downgrade »Narrowed liquidity or debt service coverage »Increased leverage beyond current projections Page 6 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Key indicators Exhibit 1 Oshkosh (City of) Water Enterprise System Characteristics Asset Condition (Net Fixed Assets / Annual Depreciation)30 years System Size - O&M (in $000s)$7,254.94 Service Area Wealth: MFI % of US median 85.29% Legal Provisions Rate Covenant (x)1.30 Debt Service Reserve Requirement DSRF funded at lesser of standard 3-prong test (Aa) Management Rate Management A Regulatory Compliance and Capital Planning Aa Financial Strength 2017 2018 2019 2020 2021 Operating Revenue ($000)$15,122 $15,465 $16,110 $15,577 $15,577 System Size - O&M ($000)$5,281 $5,717 $5,752 $6,252 $7,255 Net Revenues ($000)$10,004 $9,969 $10,696 $9,458 $8,345 Net Funded Debt ($000)$57,535 $48,088 $50,103 $49,823 $49,874 Annual Debt Service ($000)$6,903 $7,788 $7,758 $6,315 $6,902 Annual Debt Service Coverage (x)1.4x 1.3x 1.4x 1.5x 1.2x Cash on Hand 1,235 492 982 1,058 950 Debt to Operating Revenues (x)3.8x 3.1x 3.1x 3.2x 3.2x Source: US Census Bureau, Oshkosh (City of) Water Enterprise, WI’s financial statements and Moody’s Investors Service Profile The water utility serves customers within the City of Oshkosh, located in Winnebago County (Aa1) along the western shores of Lake Winnebago. The system served about 24,000 water customers in 2022. The source of the water supply for the water system is Lake Winnebago. Detailed credit considerations Service area and system characteristics: stable customer base in the Fox River Valley The enterprise is likely to remain sound given the strong local economy and stable customer base. The system operates a 16 million gallons per day water filtration plant that was put into operation in 1999 to provide potable water production and distribution for public use and for industrial and firefighting purposes. The system has four clean water reservoirs, with a combined capacity of about 3.1 million gallons and four elevated water tanks, with a total capacity of about 4.25 million gallons. The maximum water pumped in 2022 was about 8.3 million gallons per day while the minimum was about 5.1 million gallons per day. The average daily water pumped in 2022 totaled 5.7 million gallons. While residential customers comprise 90% of total customers, they only make up 61% of billings because of the large volumes used by commercial and industrial customers. The system served about 24,000 water customers during 2022, which has remained fairly stable over the last five years. The city's customer base is bolstered by the institutional presence of the University of Wisconsin at Oshkosh campus (14,000 students). The system's top 10 customers in fiscal 2022 accounted for about 17% of total billings, though many top users are public institutions that pose little risk to relocation. The top user is the Oshkosh Correctional Institute (3.8% of billings), and other large users include This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the issuer/deal page on https://ratings.moodys.com for the most updated credit rating action information and rating history. 25 May 2023 Oshkosh (City of) WI Water Enterprise: Update to credit analysisPage 7 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE healthcare providers and several manufacturers including Oshkosh Corporation (Baa3 stable), a manufacturer of heavy duty vehicles for military and industrial usage. Debt service coverage and liquidity: adequate debt service coverage and strong liquidity Debt service coverage on all of the system's debt is likely to remain adequate and consistent in coming years following planned rate increases. Fiscal 2021 senior lien debt service coverage was about 1.4x while total debt service coverage is closer to 1.2x, which includes payments on junior lien revenue debt and general obligation unlimited tax (GOULT) bonds of the city. The system currently has a descending debt service schedule resulting in gradually improving debt service coverage through 2043. However, coverage will likely remain relatively level for several years as the system issues additional debt. As the system takes on more debt in coming years, management will likely proactively set rates and work with the PSC as needed. Liquidity System liquidity was very strong with 950 days cash on hand at the close of fiscal 2021. Debt and legal covenants: moderate leverage and adequate rate covenant and debt service fund requirement The system's combined net debt burden, inclusive of outstanding revenue debt, 2023 revenue bonds the system is in the process of selling and the GOULT debt paid by the utility, is equal to about 4.0x operating revenue. The city commissions updated utility rate studies and long-term cash flow analyses to examine the rate increases needed to sustain future capital borrowing. The Wisconsin Public Service Commission (PSC) has approved the requested rate increases in the past which has allowed the system to absorb additional debt service costs. While the lack of independent rate-setting authority is a credit challenge, management's success in managing rate increases and working with the PSC to have rates approved has been a stabilizing factor. The capital improvement plan includes about $99.4 million in projects through 2032. The long-term debt plans would require an average annual rate increase of about 4.7%. We expect officials to be proactive in requesting future rate increases to maintain healthy operations and debt service coverage. Legal provisions of the bonds include a rate covenant of 1.30x current annual debt service and an additional bonds test of 1.20x maximum annual debt service (MADS). The system must maintain a debt service reserve fund balance at the lessor of 10% of outstanding parity bonds, maximum annual debt service (MADS) or 125% of average annual debt service for senior lien bonds. The bonds include a “service to city” clause under which the City of Oshkosh agrees to pay for the services rendered to the city by the water utility fund up to annual debt service, subject to appropriation. The city has not needed to support the water utility under this clause before. Debt structure The water system's debt consists of senior and junior lien revenue bonds, which are all long-term and fixed rate. The water utility additionally supports debt service on about $2 million of the city's GO debt. The system's current debt service schedule is descending following MADS which occurs in fiscal 2024. However, additional debt relating to the system's capital plan will result in a leveling out of the debt service schedule over time. Debt-related derivatives The water system has no exposure to any debt-related derivatives. Pensions and OPEB Employees of the water system, like most city employees, participate in the Wisconsin Retirement System (WRS), a statewide cost sharing defined benefit pension plan. For more information on the City of Oshkosh's pension obligations, please see our most recent Credit Opinion on the city. ESG considerations Environmental According Moody's Climate on Demand, Winnebago County has notable exposure to extreme rainfall and has a relatively limited exposure to other various environmental risks. The city's continued investments in its storm water enterprise are intended to help mitigate any potential flooding issues. 25 May 2023 Oshkosh (City of) WI Water Enterprise: Update to credit analysisPage 8 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Social Social factors are a consideration in the city's credit profile. The median age of city residents (34) is notably below the state (40) and national (38) figures while resident income levels are also below state and national figures, both of which are driven in part by the university presence. Governance The City of Oshkosh, WI Water Enterprise is a separate enterprise fund of the City of Oshkosh. The system is governed by the City Council of the City and is directed by the Director of Public Works. Similar to other water utilities in the state, rate increase must be approved by the Wisconsin Public Service Commission. The PSC has approved the requested rate increases for the Oshkosh Water Enterprise in the past which has allowed the system to absorb additional debt service costs 25 May 2023 Oshkosh (City of) WI Water Enterprise: Update to credit analysisPage 9 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE © 2023 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved. CREDIT RATINGS ISSUED BY MOODY'S CREDIT RATINGS AFFILIATES ARE THEIR CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY’S (COLLECTIVELY, “PUBLICATIONS”) MAY INCLUDE SUCH CURRENT OPINIONS. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRMENT. 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REPORT NUMBER 1367967 25 May 2023 Oshkosh (City of) WI Water Enterprise: Update to credit analysisPage 10 MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Contacts Stephanie Levine +1.312.706.9979 Associate Lead Analyst stephanie.levine@moodys.com David Strungis +1.312.706.9970 VP-Senior Analyst david.strungis@moodys.com CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 25 May 2023 Oshkosh (City of) WI Water Enterprise: Update to credit analysisPage 11 10 YEAR TREND IN MUNICIPAL BOND INDICES Source: The Bond Buyer The Bond Buyer “20 Bond Index” (BBI) shows average yields on a group of municipal bonds that mature in 20 years and have an average rating equivalent to Moody’s Aa2 and S&P’s AA. Page 12