NEW ISSUE—BOOK ENTRY ONLY RATING: See “Rating” In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series Twenty-One C Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, except that no opinion is expressed as to the status of interest on any Series Twenty-One C Bond for any period that such Series Twenty-One C Bond is held by a “substantial user” of the facilities refinanced by the Series Twenty- One C Bonds or by a “related person” within the meaning of Section 147(a) of the Internal Revenue Code of 1986. Bond Counsel observes, however, that interest on the Series Twenty-One C Bonds is a specific preference item for purposes of the federal individual and corporate alternative minimum taxes. In the further opinion of Bond Counsel, interest on the Series Twenty-One C Bonds is exempt from personal income taxation by the State of Oregon. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series Twenty-One C Bonds. See “Tax MaTTers.” $27,685,000 THE PORT OF PORTLAND, OREGON Portland International Airport Refunding Revenue Bonds Series Twenty-One C (AMT) Dated: Date of initial delivery Base CUSIP No.: 735240 Due: July 1, as shown on inside cover The Port of Portland (the “Port”) is issuing its Portland International Airport Refunding Revenue Bonds, Series Twenty-One C (AMT) (the “Series Twenty-One C Bonds”) to refund the Port’s outstanding Portland International Airport Refunding Revenue Bonds, Series Fifteen D, to make a deposit to the SLB Reserve Account and to pay costs of issuing the Series Twenty-One C Bonds, all as described herein. The Bank of New York Mellon Trust Company, N.A., Seattle, Washington, serves as the trustee, registrar and paying agent for the Series Twenty-One C Bonds. The Series Twenty-One C Bonds will be issued in denominations of $5,000 and integral multiples thereof within a single maturity. Interest on the Series Twenty-One C Bonds will be payable on each January 1 and July 1 (or the next Business Day if January 1 or July 1 is not a Business Day), commencing January 1, 2012, at the rates set forth on the inside cover of this Official Statement. The Series Twenty-One C Bonds are subject to redemption prior to their stated maturities as described herein. The Series Twenty-One C Bonds when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as initial securities depository for the Series Twenty-One C Bonds. Purchases of beneficial interests in the Series Twenty-One C Bonds will be made in book-entry only form. Purchasers will not receive certificates representing their interests in the Series Twenty-One C Bonds, except as described herein. So long as DTC or its nominee is the registered owner of the Series Twenty-One C Bonds, payments of principal of and premium, if any, and interest on the Series Twenty-One C Bonds will be made directly to DTC or to such nominee. Disbursements of such payments to DTC’s Direct Participants are the responsibility of DTC, and disbursements of such payments to the Beneficial Owners are the responsibility of the Direct Participants and the Indirect Participants, all as described herein. The Series Twenty-One C Bonds are payable solely from available Net Revenues of the Portland International Airport and certain other money pledged thereto, all as described herein. The Series Twenty-One C Bonds shall not, in any manner, or to any extent, be a general obligation of the Port, nor a charge upon any other revenues or property of the Port not specifically pledged thereto by the Airport Revenue Bond Ordinances described herein. The Series Twenty-One C Bonds are not secured by any tax revenues or taxing power of the Port or the State of Oregon or its agencies, instrumentalities or political subdivisions. This cover contains certain information for quick reference only and is not a complete summary. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series Twenty-One C Bonds are offered when, as and if issued, subject to receipt of the approving opinion of Orrick, Herrington & Sutcliffe LLP, Portland, Oregon, Bond Counsel to the Port, and to certain other conditions. Certain legal matters will be passed upon for the Port by its General Counsel and for the Underwriters by their counsel, Foster Pepper PLLC, Seattle, Washington. It is expected that delivery of the Series Twenty-One C Bonds will be made through the facilities of DTC in New York, New York on or about August 10, 2011. BofA Merrill Lynch Goldman, Sachs & Co. July 26, 2011. $27,685,000 THE PORT OF PORTLAND Portland International Airport Refunding Revenue Bonds Series Twenty-One C (AMT) Due Principal Interest CUSIP No. (July 1) Amount Rate Yield 735240 2019 $5,040,000 5.00% 3.68% ZY2 2020 5,250,000 5.00 3.96 ZZ9 2021 5,560,000 4.50 4.16 A29 2022 5,785,000 4.50 4.35* A37 2023 1,050,000 4.375 4.50 A45 2023 5,000,000 5.00 4.50* A52 * Calculated to the par call date of July 1, 2021. THE PORT OF PORTLAND 7200 NE Airport Way Post Office Box 3529 Portland, Oregon 97208 Board of Commissioners Judi Johansen President Steven H. Corey Vice President Diana Daggett Secretary Paul A. Rosenbaum Treasurer Ken Allen Commissioner Peter Bragdon Commissioner James C. Carter Commissioner Tom Chamberlain Commissioner Bruce A. Holte Commissioner Executive, Financial and Legal Management of the Airport Bill Wyatt Executive Director Vincent Granato Chief Financial Officer and Director of Financial & Administrative Services Steven H. Schreiber Director of Aviation Carla Kelley General Counsel Advisors and Consultants Orrick, Herrington & Sutcliffe LLP Bond Counsel Seattle-Northwest Securities Corporation Financial Advisor Ricondo & Associates, Inc. Airport Consultant PricewaterhouseCoopers LLP Independent Accountants Trustee The Bank of New York Mellon Trust Company, N.A. Seattle, Washington i No dealer, broker, salesperson or other person has been authorized by the Port or the Underwriters to give any information or to make any representations with respect to the Series Twenty-One C Bonds other than those contained in this Official Statement and, if given or made, such information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of the Series Twenty-One C Bonds, by any person in any jurisdiction in which such offer, solicitation or sale is not authorized or in which the person making such offer, solicitation or sale is not qualified to do so or to any person to whom it is unlawful to make such offer, solicitation or sale. The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information set forth in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. Certain statements contained in this Official Statement reflect not historical facts but are forecasts and “forward-looking statements.” No assurance can be given that the future results discussed herein will be achieved, and actual results may differ materially from the forecasts described herein. In this respect, the words “estimate,” “forecast,” “project,” “anticipate,” “expect,” “intend,” “believe” and other similar expressions are intended to identify forward-looking statements. The forward-looking statements in this Official Statement are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements. All estimates, projections, forecasts, assumptions and other forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth in this Official Statement. The Port specifically disclaims any obligation to update any forward- looking statements to reflect occurrences or unanticipated events or circumstances after the date of this Official Statement, except as otherwise expressly provided in “CONTINUING DISCLOSURE.” The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Port since the date of this Official Statement. In connection with the offering of the Series Twenty-One C Bonds, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Series Twenty-One C Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriters may offer and sell the Series Twenty-One C Bonds to certain dealers (including dealers depositing Series Twenty-One C Bonds into investment trusts) and others at prices lower than the initial offering prices corresponding to the yields set forth on the inside cover, and such initial offering prices may be changed, from time to time, by the Underwriters.