San Francisco International Airport AIRPORT COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO January 25, 2012 The Airport Commission (the "Commission") of the City and County of San Francisco hereby provides it Continuing Disclosure Annual Report (this "Report"). This Report contains the audited financial statements of the Commission for the fiscal year ended June 30, 2011, as well as certain operating data and other information. It is delivered pursuant to the continuing disclosure certificates (the "Continuing Disclosure Certificates") that the Commission has executed in connection with the following bond issues: • Special Facilities Lease Revenue Bonds (SFO FUEL COMPANY, LLC), Series 1997 AlB, dated September 1, 1997 • Second Series Revenue Bonds, Issue 15 NB, dated January 1, 1998 • Second Series Revenue Bonds, Issue 16B, dated April 1, 1998 • Second Series Revenue Bonds, Issue 17, dated April 1, 1998 • Second Series Revenue Bonds, Issue 18A, dated July 1, 1998 • Second Series Revenue Refunding Bonds, Issue 20, dated October 1, 1998 • Second Series Revenue Bonds, Issue 21, dated October 1, 1998 • Second Series Revenue Bonds, Issue 22, dated December 1, 1998 • Second Series Revenue Bonds, Issue 23A, dated May 1, 1999 • 1997 Special Facilities Lease Revenue Bonds (SFO FUEL COMPANY, LLC), Series 2000A, dated June 1, 2000 • Second Series Revenue Refunding Bonds, Issue 27A, dated June 15,2001 • Second Series Revenue Refunding Bonds, Issue 28A-C, dated February 15,2001 • Second Series Revenue Refunding Bonds, Issue 29A/B, dated February 5, 2003 • Second Series Revenue Refunding Bonds, Issue 30, dated February 10,2004 • Second Series Taxable Revenue Refunding Bonds, Issue 31F, dated February 10, 2005 • Second Series Revenue Refunding Bonds, Issue 32F-H, dated November 16,2006 • Second Series Revenue Refunding Bonds, Issue 34C-F, dated March 27, 2008 • Second Series Variable Rate Revenue Refunding Bonds, Issue 36NB, dated May 8, 2008 • Second Series Variable Rate Revenue Refunding Bonds, Issue 36C, dated May 20, 2008 • Second Series Variable Rate Revenue Refunding Bonds, Issue 37C, dated May 15, 2008 • Second Series Revenue Refunding Bonds, Series 2009NB, dated September 3, 2009 AIRPORT COMMISSION CITY AND CO UNTY OF SAN FRANCISCO EDWIN M, LE E LARRY MAZZO LA LINDA S, CR AYTON ELEANOR JOHNS RI CHARD J. GUGG ENHIME PETER A , STERN JOHN L. MARTIN MAYOR PRESIDENT VICE PRE SIDENT AIRPORT DIRECTOR Post Office Box 8097 San Francisco, Ca lifornia 94128 Tel 650.82 1. 5000 Fa x 650,821.5005 www.flysfo.com San Francisco International Airport • Second Series Revenue Refunding Bonds, Series 2009C, dated November 3, 2009 • Second Series Revenue Refunding Bonds, Series 20090, dated November 4,2009 • Second Series Revenue Bonds, Series 2009E, dated November 18, 2009 • Second Series Variable Rate Revenue Refunding Bonds, Series 2010A, dated February 10, 2010 • Second Series Revenue Refunding Bonds, Series 201 OC-E, dated April 7, 2010 • Second Series Revenue Refunding Bonds, Series 201OF-G, dated August 5, 2010 • Second Series Revenue Refunding Bonds, Series 2011A/B, dated February 22, 2011 • Second Series Revenue Refunding Bonds, Series 2011 C/DIE, dated July 21 , 2011 • Second Series Revenue Refunding Bonds, Series 2011FIG/H, dated September 20,2011 (collectively, the "Bonds"). This report is provided solely for the purpose of satisfying the Commission's obligations under the Continuing Disclosure Certificates. Very truly yours, Kevin Kone Assistant Deputy Airport Director Capital Finance Enclosure: Annual Report Page 2 AIRPORT COMMISSION CIT Y AND COUNTY OF SAN FRANCISCO EDWIN M, LEE LARRY MAZZOLA LINDA 5, CR AYTON ELEANOR JOHN S RI CHARD), GU GGENHIME PET ER A, STERN JOHN L MARTIN MA YOR PRESIDENT VICE PRESIDENT AIR PORT DIRECTOR Pos t Office Box 8097 Sa n Francisco, Cal iforn ia 94128 Te1 650,82 15000 Fax 650,821,5005 wwwJlysfo,com AIRPORT COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO CONTINUING DISCLOSURE ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2011 Introduction This Continuing Disclosure Annual Report for the Fiscal Year Ended June 30, 2011 (this "Report") is provided solely for the purpose of satisfying the obligations of the Airport Commission (the "Commission") of the City and County of San Francisco under the continuing disclosure certificates (the "Continuing Disclosure Certificates") executed in connection with the following bond issues: • Special Facilities Lease Revenue Bonds (SFO FUEL COMPANY, LLC), Series 1997 AlB, dated September 1, 1997 • Second Series Revenue Bonds, Issue 15A1B, dated January 1, 1998 • Second Series Revenue Bonds, Issue 16B, dated April 1, 1998 • Second Series Revenue Bonds, Issue 17, dated April 1, 1998 • Second Series Revenue Bonds, Issue 18A, dated July 1, 1998 • Second Series Revenue Refunding Bonds, Issue 20, dated October 1, 1998 • Second Series Revenue Bonds, Issue 21, dated October 1, 1998 • Second Series Revenue Bonds, Issue 22, dated December 1, 1998 • Second Series Revenue Bonds, Issue 23A, dated May 1, 1999 • 1997 Special Facilities Lease Revenue Bonds (SFO FUEL COMPANY, LLC), Series 2000A, dated June 1, 2000 • Second Series Revenue Refunding Bonds, Issue 27A, dated June 15,2001 • Second Series Revenue Refunding Bonds, Issue 28A-C, dated February 15,2001 • Second Series Revenue Refunding Bonds, Issue 29A1B, dated February 5,2003 • Second Series Revenue Refunding Bonds, Issue 30, dated February 10, 2004 • Second Series Taxable Revenue Refunding Bonds, Issue 31F, dated February 10, 2005 • Second Series Revenue Refunding Bonds, Issue 32F-H, dated November 16,2006 • Second Series Revenue Refunding Bonds, Issue 34C-F, dated March 27,2008 • Second Series Variable Rate Revenue Refunding Bonds, Issue 36A1B, dated May 8, 2008 • Second Series Variable Rate Revenue Refunding Bonds, Issue 36C, dated May 20, 2008 • Second Series Variable Rate Revenue Refunding Bonds, Issue 37C, dated May 15, 2008 • Second Series Revenue Refunding Bonds, Series 2009A1B, dated September 3,2009 • Second Series Revenue Refunding Bonds, Series 2009C, dated November 3,2009 -1- • Second Series Revenue Refunding Bonds, Series 20090, dated November 4,2009 • Second Series Revenue Bonds, Series 2009E, dated November 18,2009 • Second Series Variable Rate Revenue Refunding Bonds, Series 201OA, dated February 10,2010 • Second Series Revenue Refunding Bonds, Series 201OC-E, dated April 7,2010 • Second Series Revenue Refunding Bonds, Series 201OF-G, dated August 5,2010 • Second Series Revenue Refunding Bonds, Series 2011A1B, dated February 22,2011 • Second Series Revenue Refunding Bonds, Series 2011CIDIE, dated July 21,2011 • Second Series Revenue Refunding Bonds, Series 2011F/GIH, dated September 20, 2011 (collectively, the "Bonds"). By providing the information in this Report, the Commission does not imply or represent: (a) that all of the information provided is material to investors' decisions regarding the Bonds, (b) that no changes, circumstances or events have occurred since the end of the fiscal year ending June 30, 2011, other than what is contained in this Report, or (c) that there is no other information in existence that may have a bearing on the Commission's financial condition, the security for the Bonds, or an investor's decision to buy, sell or hold the Bonds. The information contained in this Report has been obtained from officers, employees and records of the Commission and other sources that are believed to be reliable, but such information is not guaranteed as to its accuracy or completeness. To the extent that this Report contains information that the Commission is not obligated to provide under the Continuing Disclosure Certificates, the Commission is not obligated to present or update such information in future annual reports. No statement in this Report should be construed as a prediction or representation about the future operating results or fmancial performance of the Commission. Audited Financial Statements The audited financial statements of the Commission for the fiscal year ended June 30, 2011 are attached as Appendix A. [Remainder of Page Intentionally Left Blank] -2- Operating and Financial Data Air Traffic Data PASSENGER TRAFFIC Scheduled Passenger Aircraft Arrivals and Departures Passenger Enplanements and Deplanements Total Fiscal Year Total % Change Domestic % Change International % Change Total % Change First Six Months 202,199 5.9% 17,028,107 6.6% 4,692.456 0.3% 21,720,563 5.2% 2011-12* First Six Months 190,925 15,966,550 4,680,132 20,646,682 2010-11 2010-11 376,939 2.3 30,725,774 3.5 9,000,697 5.8 39,726,471 4.0 2009-10 368,638 1.5 29,697,949 5.9 8,506,012 0.7 38,203,961 4.7 2008-09 363,034 (2.0) 28,030,334 1.7 8,445,278 (7.7) 36,475,612 (0.6) 2007-08 370,569 7.7 27,558,480 9.5 9,150,925 5.2 36,707,637 8.4 2006-07 344,048 2.6 25,159,432 1.9 8,695,950 4.9 33,855,382 2.6 2005-06 335,223 2.2 24,799,655 0.0 8,187,999 4.3 32,987,672 1.0 2004-05 328,014 0.6 24,800,769 5.8 7,847,866 7.0 32,648,635 6.1 2003-04 326,109 0.9 23,438,173 4.5 7,333,291 8.9 30,771,464 5.5 2002-03 323,363 (4.6) 22,437,556 (5.5) 6,736,673 (6.1) 29,174,229 (5.7) 2001-02 338,772 (13.9) 23,755,366 (22.1) 7,177,523 (13.0) 30,932,889 (20.1) * Preliminary. Source: Commission. [Remainder of Page Intentionally Left Blank] -3- TOTAL ENPLANEMENTS BY AIRLINEt (Fiscal Years) First Six Months (July through December) %of Airline 2006-07 2007-08 2008-09 2009-10 2010-11 2010-11 (I) 2010-11 2011-12' United Airlines(2} 8,240,285 8,037,171 7,403,585 7,676,515 7,865,157 39.7% 4,071,897 4,351,953 Delta Air Lines(31 863,454 974,886 901,108