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SampP Global Ratings

RatingsDirectreg

San Francisco City and County Airport Commission San Francisco International Airport Airport Joint Criteria Primary Credit Analyst Paul J Dyson San Francisco (1) 415-371-5079 pauldysonspglobalcom

Secondary Contact Andrew Bredeson Centennial 303-721-4825 andrewbredesonspglobalcom

Table Of Contents

Rationale

Outlook

Specific Capital Improvement Projects

Bond Provisions

WWWSTANDARDANDPOORSCOMRATINGSDIRECT OCTOBER 5 2017

1926721 I 300097537

1

San Francisco City and County Airport Commission San Francisco International Airport Airport Joint Criteria Credit Profile

US$346385 mil 2nd series rev bnds (San Francisco Intl Arpt) ser 2017 A due 05012047

Long Term Rating A+Stable New

US$234675 mil 2nd series rev bnds (San Francisco Intl Arpt) ser 2017B due 05012047


US$15097 mil 2nd series rev rfdg bnds (San Francisco Intl Arpt) ser 2017D due 05012026

Long Term Rating A+Stable middot New

US$126135 mil 2nd series rev bnds (San Francisco Intl Arpt) ser 2018A due 05012024


US$46175 mil 2nd series rev bnds (San Francisco Intl Arpt) ser 2017C due 05012027


Rationale

SampP Global Ratings assigned its A+ long-term rating to San Francisco City and County Airport Commissions $346

million series 2017A (AMT) $235 million series 2017B (Non-AMT government purpose) $46 million series 2017C

(taxable) second series revenue bonds We also assigned our A+ long-term rating to the commissions $151 million

series 2017D (AMT) and $126 million series 2018A (AMT) second series revenue refunding bonds In addition SampP

Global Ratings affirmed its A+ long-term rating and underlying rating (SPUR) on the commissions other parity debt

outstanding Finally we affirmed our AA+A-1 +and AA+A-1 dual ratings on various other bonds outstanding

reflecting the application of our joint criteria assuming low correlation All bonds were issued for the San Francisco

International Airport (SFO) The outlook is stable

The commission will use bond proceeds to finance a portion (about $290 million) of costs to complete various projects

repay $300 million in commercial paper (CP) notes issued to finance capital projects refund about $310 million in

various bonds outstanding and fund termination payments ($139 million) for swaps associated with various refunded

bonds

The ratings reflect our view of the airports

bull Deep and diverse service area economy consisting of 88 million residents with strong income and education levels

middot a large and diverse employment base healthy tourism trends and strong job growth in recent years

bull Very strong enplanement trends that we expect will continue albeit at a slower pace

bull Growing high-yield origin and destination (OampD) market and strong market position with minimal competition for

international passengers in the Bay Area

WWWSTANDARDANDPOORSCOMRATINGSDIRECT OCTOBER 5 2017 2

1925121 I 300097537

San Francisco City and County Airport Commission San Francisco International Airport Airport Joint Criteria

bull Large international hub designation with historically strong international traffic growth and capacity for expanded service

bull Good liquidity position with $376 million or 293 days of operational cash on hand as of unaudited fiscal 2017

bull Adequate-to-good debt service coverage (DSC) around 1 lx to 12x when excluding transfers from the contingency account and

bull Strong management team that we believe has been successful in controlling costs expanding and diversifying air

carrier service and maintaining strong financial metrics

Partly offsetting the above strengths in our view are the airports

bull Increasing leverage and significant additional capital needs most of which will be financed by additional bond proceeds

bull Current and projected high cost structure and

bull Risks related to concentration in its primary carrier United Airlines although SFO is an important hub to United and the airline has been making considerable investments at the airport

The bonds are secured by the net revenue of the airport Of total debt outstanding 10 is variable rate (synthetic

fixed) with 90 traditional fixed-rate debt Subsequent to the issuance of the aforementioned bonds the synthetic fixed

portion is projected to decline to just 6 of total pro forma debt The airport has $461 million of letter-of-credit

(LOC)-supported variable-rate debt all hedged by six interest rate swaps (mark-to-market $69 million unfavorable as

of Aug 31 2017) three of which will be terminated with $139 million in bond proceeds The swaps in our view pose

low contingent liquidity risk to the airport given the rating differential between the underlying rating on airports

revenue bonds and the rating triggers that would prompt the airport to make a swap termination payment if the swap

valuation at the time of the termination is not in the airports favor SFO has a $500 million CP program (subordinate

lien) that is backed by four irrevocable direct-pay LOCs Repayment of CP notes is a subordinate obligation to the

bonds As of Aug 31 2017 $330 million in CP was outstanding

The airport located 14 miles south of downtown San Francisco in an unincorporated area of San Mateo County

occupies approximately 2383 acres on a 5171-acre site (The remaining acreage is undeveloped tidelands) The

existing domestic passenger terminal complex totals 27 million square feet and the international terminal totals 25

million The airport has 91 operational gates and four runways and 13840 public (nonemployee) parking spaces The

airport is owned and operated as an enterprise department by the City and County of San Francisco A five-member

airport commission the members of which are appointed by the mayor to four-year terms governs the airport

SFO continues to record impressive enplanement growth rates especially considering the airports significant size and

activity levels Total enplanements increased a strong 49 to a record 269 million for unaudited fiscal 2017 on the

heels of 67 growth in audited fiscal 2016 Growth rates in fiscals years 2013 to 2015 were likewise good at 40

32 and 45 sequentially The compound annual growth rate for enplanements has been 46 during the past five

fiscal years The commission along with input from its consultant is forecasting enplanement growth of 27 for fiscal

2018 20 for fiscal 2019 17 for fiscal 2020 and 16 annually for 2021 to 2023 for a compound annual growth

rate (CAGR) of 19 for 2017 to 2023 We believe the forecast is conservative and achievable given recent trends and

the airports strong market position Likewise we view the financial forecast as reasonable given that it is based on the

enplanement forecast SFOs actual enplanement CAGR of 46 since 2013 has easily exceeded the CAGR forecast of


1925121 I 300097587


18 in 2013 International enplanement growth has been even more impressive growing an average of 68 since

2012 with a forecast CAGR of 26 during 2017 to 2023

According to Airports Council International SFO was the seventh-most-active airport in the US for total passengers

served in 2016 and of the largest 10 airports was first in enplanement growth (42) over the 12-month period ended

Feb 28 2017 SFO is also the fourth-largest OampD airport in the US with 80 OampD traffic The large hub airport is

also one of the principal gateways for the Pacific traffic in the US SFO has the highest share of OampD traffic of any

connecting large hub airport We consider this large percentage of OampD traffic to be stable SFO was the

second-fastest-growing US international gateway in fiscal 2016

We believe that the large wealthy service area (almost 9 million people) with strong employment trends and a deep

and diverse economy has historically provided a robust traffic base and the area serves as a popular tourist and

convention destination The San Francisco Bay Area is the fifth-most-populous combined statistical area (CSA) in the

US and had a very low 40 unemployment rate as of June 2017 below that of the state ( 4 7) and US (44) Per

capita effective buying income (EBI) for San Francisco County is 85 above the national average with that of the San

Francisco CSA 50 above The San Francisco CSA led the 10 largest CSAs for per capita EBI for 2015 per capita EBI

growth from 2010 to 2015 employment growth from 2010 to 2016 and median home prices in 2017 Leading

industries in the regional economy include high tech social media health care biotechnology finance foreign trade

and higher education Tourism is also a major driver of the economy with 252 million visitors for San Francisco alone

in 2016 driving the hotel occupancy rate up to 88

In fiscal 2017 52 passenger and six cargo-only airlines served the airport United and United Express accounted for

what we consider a concentrated 44 of total enplanements in fiscal 2017 (and 24 of operating revenue in fiscal

2016) with Virgin America accounting for 93 and American Airlines (including US Airways) accounting for 82

Overall the leading 10 airlines accounted for 86 of enplanements in fiscal 2017 In terms of international

enplanements United represented 310 in fiscal 2017 with Air Canada second at 76 Domestic traffic has shown

impressive growth in our opinion particularly in the past five years Management attributes this growth primarily to

the introduction of service in fiscal 2007 by three low-cost carriers (LCCs)--Southwest Airlines JetBlue and Virgin

America--that grew to 19 of the market in fiscal 2016 from 6 in fiscal 2007 SFO provided nonstop service to 84

domestic and 49 international destinations in fiscal 2017 both figures having steadily grown over the years A total of

33 new average daily flights were added in 2017 alone including five international flights United Airlines commitment

to SFO is very strong with continued long-term investments being made and SFO gaining the largest share of Uniteds

international capacity growth since 2010

In terms of competition SFO is the second-largest international gateway on the West Coast and has a very strong

competitive position in the San Francisco Bay Area versus Oakland International Airport (OAK) and San Jose

International (SJC) not only for domestic traffic (enplanement and deplanements) but even more so for international

The domestic market share for the airport was 64 for fiscal 2017 and 91 for international traffic or 69 overall

SFOs market share has remained strong and relatively steady although it has dipped slightly since fiscal 2014 when it

was near 71 given relatively stronger traffic growth at OAK and SJC

The airline use-and-lease agreements between the airport and 44 signatory airlines took effect July 1 2011 The term


1925121 I 300097587

San Francisco City and County Airport Commission San Francisco International Airport Afrport joint Criteria

is 10 years and the agreements include a residual cost rate-setting methodology airline review of capital projects

common-use facilities in the international terminal and annual service payments to the city The international terminal

is joint use but the domestic terminals are a mixture of preferential joint and common use--not exclusive

use-allowing airport management to optimize gate utilization We consider the use-and-lease agreements credit

neutral

The airports capital improvement plan (CIP) approved on Sept 5 2017 is very sizable and a credit risk but we also

recognize the need to add gates and to expand and modernize terminal space to meet growing demand Given the

projects importance to the airport and the airlines and given its size the commission is increasingly focusing on risk

mitigation and avoidance of cost overruns The airports often experiences gate constraints during peak periods with

passenger traffic up 46 over the past 10 years In addition to meeting growth needs the CIP aims to address safety

and security improve information technology infrastructure improve the customer experience and maintain the

airports strong competitive position The CIP includes $62 billion in spending over the next 10 years (fiscal years

2018 to 2027) The CIP was recently broken down further into two components the Ascent Program--Phase I and the

fiscal 2018 Infrastructure Projects Plan The Ascent Program--Phase I consists of projects from the fiscal 2017 capital

plan plus a new $739 million contingency reserve to cover unanticipated project needs The Infrastructure Project Plan

includes projects that address newly identified needs Capital needs have grown considerable recently in fiscal 2016

the airports 10-year CIP (fiscal years 2016 through 2025) totaled $45 billion Subsequent phases of the Ascent

Program are likely to be derived from the commissions Airport Development Plan (ADP) now complete and under

environmental review

Including $12 billion in prior years spending the overall CIP totals $74 billion The forecast indicates that

approximately $65 billion in new airport revenue bonds (including the series 2017 bonds) will be issued through 2022

to fund $5 5 billion or 73 of the CIP with prior funding covering $12 billion or 16 The remaining 12 will be

covered by grants future rev~nue bonds beyond 2022 and other sources such as hotel bonds and special facility

bonds Annual borrowing will range from $11 billion to $19 billion We take a negative view of the significant debt

that the airport will need to issue to finance the capital plan We will monitor the effects that these projects may have

on the airports financial metrics We do consider the airports proven record of delivering large capital projects on

time and on budget to be a mitigating factor

Financial performa~ce has been very consistent over the past several years as a result of conservative planning and

forecasting prudent expenditure management and strong activity levels at the airport DSC as calculated in the

indenture (including rolling coverage and pledged passenger facility charge or PFC revenue) was an estimated 137x

in unaudited fiscal 2017 down slightly from 144x in audited fiscal 2016 Pledged PFC revenue designed to pay debt

service in unaudited fiscal 2017 totaled $234 million Excluding the transfer from the contingency account coverage

was 120x in audited fiscal 2016 and 114x in unaudited fiscal 2017 and is forecast to decline to 109x in fiscal 2023

DSC at these levels it is not a significant credit risk in our view given the residual airline agreements We view

managements financial forecast and its assumptions as reasonable largely given our similar view on managements

traffic forecast

Audited 2016 unrestricted cash and investments totaled $412 million equal to 339 days operations which we consider


1926721 I 300097587


good Estimates for fiscal 2017 indicate a decline to $376 million in unrestricted cash or 293 days of operations

Management reports that overall cash balances will increase in fiscal 2018 as a result of a $28 million addition to its

contingency fund Liquidity is supplemented by CP capacity estimated at $4 70 million once the aforementioned bonds

are issued

The airport has a high cost structure in our opinion The cost per enplanement (CPE) was estimated at $1646 in fiscal

2017 down slightly from $1652 in audited fiscal 2016 Managements projections indicate the CPE will rise to $2642

in fiscal 2023 While we consider this rate to be high we understand that this is an average rate for all carriers at the

airport and that based on the facility used (eg the international terminal or a domestic terminal) the rate is higher or

lower This is important when considering the effect of the cost on certain airlines service decisions In addition

strong nonairline revenue growth in recent years has helped to contain CPE non-airline revenue has almost doubled

since 2007 We also believe that actual CPE figures will likely be lower than forecast because in our view

enplanement levels will likely exceed conservatively forecast figures Management also continues to control costs and

make the airport more competitive by increasing concession revenue (especially as planned for Terminal 1) and

attracting new carriers and service The airports debt per enplanement is also high in our view at $179 as of fiscal

2016 With the net effect of the planned issuance of an additional $65 billion and some principal amortization

management forecasts debt per enplanement for fiscal 2023 at $325 which we consider very high

Outlook

The stable outlook reflects our anticipation that United Airlines will continue to operate a major hub at SFO passenger

demand will remain stable and liquidity will remain good The prudent implementation of a capital plan that maintains

managements estimates of additional debt will also be an important rating factor in our opinion

Upside scenario

Given our view of SFOs significant additional debt needs and current debt profile we do not expect to raise the ratings

during the next two years

Downside scenario

We could lower the rating if enplanements decline materially reducing the airports ability to manage rising debt or if

the airports DSC significantly declines on a sustained basis


Significant projects in the Ascent Program--Phase I of the CIP include the renovation of Terminal 1 at a projected cost

of $23 billiqn the renovation and reconfiguration of the eastern and western side of Terminal 3 ($10 billion) and the

International Terminal Refresh project to improve the terminal operational efficiencies ($272 million) The commission

is also constructing a multistory office block for its own administrative uses and other tenants and a project dedicated

to increasing customer experience and concession revenue opportunities Major groundside projects include a new

airport-owned hotel and hotel AirTrain station to be funded by $278 million in hotel bonds and $260 million in hotel

special facility bonds The hotel is slated to open in summer 2019 An additional $202 million project includes an


1926721 I 300097587

San Francisco City and County Airport Commission San Francisco International Airport Airport joint Criteria

extension of the AirTrain system to connect to the existing and new long-term parking garages and the new long-term

parking garage itself ($161 million) The balance of projects includes projects geared toward safety and security

technology utility and energy efficiency projects and taxiway improvements Major projects in the Infrastructure

Projects Plan include net jet fuel storage tanks ($52 million) and various airfield improvements

Bond Provisions

The bonds are secured by the airports net revenue and are issued under the 1991 resolution We consider the bond

provisions credit neutral Net revenue includes that which the commission earns from operating the airport in

accordance with generally accepted accounting principles but explicitly excludes special facility revenue and PFCs

unless specifically pledged The airport has $48 billion in parity debt outstanding

The 1991 resolution allows for the establishment of a contingency account that can be used for debt service

operations and maintenance and certain other airport costs The commission is not obligated to replenish this account

in the event funds are withdrawn The balance in this account as of June 30 2017 was $95 million (equal to about 22

of maximum annual debt service or MADS) The commission plans to increase the balance of the contingency fund by

$1285 million in future years from proceeds of the 2017 bonds as well as from future bonds Funds in this account are

deposited as of the last business day of each fiscal year and can be applied to satisfy the coverage requirement under

the rate covenant

The rate covenant requires net revenue in each year to be at least sufficient to pay debt service and all required annual

service payments to the city In addition together with any transfer from the contingency account net revenue must

equal at least 125x debt service on the 1991 resolution bonds This contingency account transfer effectively allows for

rolling coverage on the bonds In years in which amounts owed after debt service decrease relative to the size of debt

service actual coverage from current-year rates and charges can fall and be offset by the contingency fund The size of

the transfer is limited to 25 of MADS for purposes of calculating the additional bonds test (ABT) While the

contingency account may be used to meet the rate covenant we expect (and management projects) that generating

revenue will equal at least lx debt service from rates and charges without the use of the contingency account If the

contingency fund were to be drawn down for any reason the commission has the authority to set rates and charges to

125x debt service and continue to do so until the contingency fund is rebuilt if ever

The ABT requires that projected net revenue will meet the rate covenant for the proposed debt or that historical

revenue with the transfer will cover outstanding and proposed debt by 125x This test as with nearly all other tests for

airports in the US allows for the use of projected revenue which in essence means some demonstration of

compliance of the 125x multiple by an airport consultant

In terms of the debt service reserve funds the 1991 master resolution established the original reserve account which

provides additional security for all bonds outstanding under the 1991 master resolution except for issues 36A 36B

36C and the series 2009C 2010A and 2010D bonds The reserve requirement for the original reserve account is

MADS The series 2009C and 20 lOD bonds are secured by a separate 2009 reserve account Issue 36A 36B 36C and

the 201 OA bonds do not have a reserve account but are secured by LOCs The proposed series 2017 A and 2017B


192672 1 I 300097587


bonds will also be secured by the original reserve account but the proposed series 2017C 2017D and 2018A bonds

are contemplated to be secured by a new 2017 reserve account with the reserve requirement at the least of 10 of

par MADS or 125 of average annual debt service

Ratings Detail (As Of October 5 2017)

San Francisco City amp Coty Arpt Comm California

San Francisco Intl Arpt California

San Francisco City amp Cnty Arpt Comm (San Francisco International Airport) (wrap of insured) (FGIC amp AGM) (SEC MKT)

Unenhanced Rating A+(SPUR)Stable Affirmed

San Francisco City amp Cnty Arpt Comm (San Francisco Intl Arpt) arpt rev rfdg bnds rmktd

Long Term Rating A+Stable Affirmed

San Francisco City amp Cnty Arpt Comm (San Francisco Intl Arpt) AIRPORTS


San Francisco City amp Cnty Arpt Comm (San Francisco Intl Arpt) JOINTCRIT

Long Term Rating AA+ I A-1 Affirmed


San Francisco City amp County Airport Commission (San Francisco International Airport)


San Francisco City amp County Airport Commission (San Francisco International Airport) VRDB

Long Term Rating AA+ I A-1 + Affirmed








San Francisco City amp County Airport Commission (San Francisco International Airport) VRDB (ASSURED GTY)

Long Term Rating AANRStable Affirmed





San Francisco City amp County Airport Commission (San Francisco International Airport) VRDB 368



San Francisco City amp County Airport Commission (San Francisco International Airport) (ASSURED GTY)




Many issues are enhanced by bond insurance

WWW STANDARDANDPOORSCOMRATINGS DIRECT OCTOBER 5 2017 8

1925121 I 300091ss1

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WWW STANDARDANDPOORSCOMRATINGSDIRECT OCTOBER 5 201 7 9

1925121 I 300097587

San Francisco City and County Airport Commission San Francisco International Airport Airport Joint Criteria Credit Profile

US$346385 mil 2nd series rev bnds (San Francisco Intl Arpt) ser 2017 A due 05012047


US$234675 mil 2nd series rev bnds (San Francisco Intl Arpt) ser 2017B due 05012047


US$15097 mil 2nd series rev rfdg bnds (San Francisco Intl Arpt) ser 2017D due 05012026

Long Term Rating A+Stable middot New

US$126135 mil 2nd series rev bnds (San Francisco Intl Arpt) ser 2018A due 05012024


US$46175 mil 2nd series rev bnds (San Francisco Intl Arpt) ser 2017C due 05012027


Rationale

SampP Global Ratings assigned its A+ long-term rating to San Francisco City and County Airport Commissions $346

million series 2017A (AMT) $235 million series 2017B (Non-AMT government purpose) $46 million series 2017C

(taxable) second series revenue bonds We also assigned our A+ long-term rating to the commissions $151 million

series 2017D (AMT) and $126 million series 2018A (AMT) second series revenue refunding bonds In addition SampP

Global Ratings affirmed its A+ long-term rating and underlying rating (SPUR) on the commissions other parity debt

outstanding Finally we affirmed our AA+A-1 +and AA+A-1 dual ratings on various other bonds outstanding

reflecting the application of our joint criteria assuming low correlation All bonds were issued for the San Francisco

International Airport (SFO) The outlook is stable

The commission will use bond proceeds to finance a portion (about $290 million) of costs to complete various projects

repay $300 million in commercial paper (CP) notes issued to finance capital projects refund about $310 million in

various bonds outstanding and fund termination payments ($139 million) for swaps associated with various refunded

bonds

The ratings reflect our view of the airports

bull Deep and diverse service area economy consisting of 88 million residents with strong income and education levels

middot a large and diverse employment base healthy tourism trends and strong job growth in recent years

bull Very strong enplanement trends that we expect will continue albeit at a slower pace

bull Growing high-yield origin and destination (OampD) market and strong market position with minimal competition for

international passengers in the Bay Area


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