SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE NOTES 2008A Official Statement Airport Commission City and County of San Francisco San Francisco International Airport Second Series Revenue Notes Series 2008A Rental Car Facility Boarding Area “G” International Terminal International Garage “G” Bart Station Boarding Area “A” AirTrain System International Garage “A” Elevated Roadways Highway 101 ________________________________NEW ISSUE-BOOK-ENTRY ONLY RATINGS:__________ Moody’s __________ S&P __________ Fitch A1 A A (See “RATINGS” herein) In the opinion of Orrick, Herrington & Sutcliffe LLP and Ronald E. Lee, Esq., Co-Bond Counsel to the Commission, 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 2008A Notes is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes¸ except that no opinion is expressed as to the status of interest on any 2008A Notes for any period that such 2008A Note is held by a “substantial user” of the facilities financed or refinanced by the 2008A Notes or by a “related person” within the meaning of Section 147(a) of the Internal Revenue Code of 1986. Co-Bond Counsel observe, however, that interest on the 2008A Notes is a specific preference item for purposes of the federal individual and corporate alternative minimum taxes. Co-Bond Counsel express no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the 2008A Notes. See “TAX MATTERS” herein. $226,735,000 AIRPORT COMMISSION CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE NOTES SERIES 2008A (Subject to Alternative Minimum Tax) Dated: Date of Delivery Due: As shown on the inside cover The Airport Commission (the “Commission”) of the City and County of San Francisco (the “City”) will issue $226,735,000 aggregate principal amount of its San Francisco International Airport Second Series Revenue Notes, Series 2008A, consisting of $50,000,000 principal amount of Series 2008A-1 Notes; $50,000,000 principal amount of Series 2008A-2 Notes; $100,000,000 principal amount of Series 2008A-3 Notes and $26,735,000 principal amount of Series 2008A-4 Notes (collectively, the “2008A Notes”) pursuant to Commission Resolution No. 91-0210, adopted on December 3, 1991 (the “1991 Resolution”), as amended and supplemented (the “1991 Master Resolution”). The 2008A Notes will bear interest at the rates set forth on the inside cover. Interest on the 2008A Notes is payable on May 1 and November 1 of each year, commencing May 1, 2009. The San Francisco International Airport (the “Airport”) is a department of the City. The Commission is responsible for the operation and management of the Airport. See “SAN FRANCISCO INTERNATIONAL AIRPORT.” The proceeds of the 2008A Notes will be used, together with other available moneys, to refund $205,100,000 outstanding principal amount of Bonds previously issued by the Commission (the “Refunded Bonds”), to pay or reimburse the Commission for settlement amounts due in connection with the termination of interest rate swap agreements related to the Refunded Bonds, to establish a separate Reserve Account for each Series of the 2008A Notes and to pay certain costs associated with the issuance of the 2008A Notes. See “REFUNDING PLAN.” The 2008A Notes will be issued as parity Bonds pursuant to the 1991 Master Resolution, and together with all Bonds issued thereunder are equally secured by a pledge of, lien on and security interest in the Net Revenues (as defined herein) of the Airport. The 2008A Notes will be issued only as fully registered securities, registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). Purchases of beneficial ownership interests in the 2008A Notes will be made in book-entry form only, in Authorized Denominations of $5,000 and any integral multiple thereof. Purchasers of beneficial ownership interests will not receive certificates representing their interests in the 2008A Notes. So long as Cede & Co. is the registered owner of the 2008A Notes, as nominee of DTC, references herein to the registered owners shall mean Cede & Co., and shall not mean the Beneficial Owners of the 2008A Notes. See APPENDIX B–“INFORMATION REGARDING DTC AND THE BOOK- ENTRY ONLY SYSTEM.” The Bank of New York Mellon Trust Company, N.A. has been appointed by the Commission to act as Trustee for the Bonds. The 2008A Notes are not subject to optional redemption. The 2008A Notes of each Series will be payable on the dates set forth on the inside cover pursuant to a mandatory tender thereof by the Owners and purchase by the Commission at par plus accrued interest. If for any reason the Commission is unable to pay the 2008A Notes of a Series upon mandatory tender, the 2008A Notes of such Series will be subject to mandatory redemption on such dates at par plus accrued interest. There will be no credit or liquidity facility in place to pay the purchase price of the 2008A Notes upon the mandatory tender or mandatory redemption thereof. See “CERTAIN RISK FACTORS–Airport Market Access.” Any failure of the Commission to pay the 2008A Notes upon the mandatory redemption thereof will constitute an Event of Default under the 1991 Master Resolution. THE 2008A NOTES ARE SPECIAL OBLIGATIONS OF THE COMMISSION, PAYABLE AS TO PRINCIPAL AND INTEREST SOLELY OUT OF, AND SECURED BY A PLEDGE OF AND LIEN ON, THE NET REVENUES OF THE AIRPORT AND THE FUNDS AND ACCOUNTS PROVIDED FOR IN THE 1991 MASTER RESOLUTION. NEITHER THE CREDIT NOR TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, OR INTEREST ON THE 2008A NOTES. NO HOLDER OF A 2008A NOTE SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE 2008A NOTES OR THE INTEREST THEREON. THE COMMISSION HAS NO TAXING POWER WHATSOEVER. This cover page contains certain information for general reference only. It is not a summary of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. The 2008A Notes are offered when, as and if issued by the Commission and received by the Underwriters, subject to the approval of legality by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, and Ronald E. Lee, Esq., Davis, California, Co-Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Commission by the City Attorney and by Lofton & Jennings, San Francisco, California, Disclosure Counsel and for the Underwriters by their counsel Hawkins Delafield & Wood LLP, San Francisco, California. It is expected that the 2008A Notes will be delivered through the facilities of DTC on or about November 13, 2008, in New York, New York against payment therefor. Banc of America Securities LLC J.P. Morgan RBC Capital Markets Dated: October 30, 2008 2008A NOTES SCHEDULE The principal amounts, mandatory tender dates, interest rates, yields and CUSIP numbers for the 2008A Notes are set forth below. Mandatory Tender Date Principal Interest Series (May 1)(1) Amount Rate Yield CUSIP No.(2) 2008A-1 2010 $50,000,000 5.50% 6.00% 79765AX27 2008A-2 2010 50,000,000 6.50 6.00 79765AX35 2008A-3 2011 100,000,000 6.75 6.20 79765AX43 2008A-4 2012 26,735,000 6.50 6.45 79765AX50 _______________ (1) The 2008A Notes will be subject to mandatory tender by the Owners and purchase by the Commission on these respective dates. If the Commission for any reason is unable to remarket a Series of 2008A Notes on the respective date, such Series of 2008A Notes will be subject to mandatory redemption on such dates by the Commission. (2) Copyright 2008, American Bankers Association. CUSIP data herein is provided by Standard and Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP numbers are provided for convenience of reference only. None of the Commission or the Underwriters take any responsibility for the accuracy of such CUSIP numbers. CITY AND COUNTY OF SAN FRANCISCO Gavin Newsom, Mayor Dennis J. Herrera, City Attorney Benjamin Rosenfield, Controller José Cisneros, Treasurer AIRPORT COMMISSION Larry Mazzola, President Linda S. Crayton, Vice President Richard J. Guggenhime Caryl Ito Eleanor Johns John L. Martin, Airport Director BOARD OF SUPERVISORS OF THE CITY AND COUNTY OF SAN FRANCISCO Aaron Peskin, District 3, President Michela Alioto-Pier, District 2 Sean Elsbernd, District 7 Tom Ammiano, District 9 Sophie Maxwell, District 10 Carmen Chu, District 4 Jake McGoldrick, District 1 Chris Daly, District 6 Ross Mirkarimi, District 5 Bevan Dufty, District 8 Gerardo Sandoval, District 11 CONSULTANTS AND ADVISORS TRUSTEE The Bank of New York Mellon Trust Company, N.A. Los Angeles, California CO-FINANCIAL ADVISORS CO-BOND COUNSEL Public Financial Management, Inc. Orrick, Herrington & Sutcliffe LLP San Francisco, California San Francisco, California Backstrom McCarley Berry & Co., LLC Ronald E. Lee,