TABLE OF CONTENTS. 3 Letters from the Director and Commission President. 4 Reaching for #1. 5 Mission, Vision and Goals

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2011 Annual Report

I am truly proud of the continued success of SFO, a world class airport serving our internationally renowned City. - Mayor Edwin M. Lee TABLE OF CONTENTS 3 Letters from the Director and Commission President 4 Reaching for #1 5 Mission, Vision and Goals 6 Key Objectives and Strategic Initiatives 9 Terminal 2 10 Awards/Recognition and Looking Ahead 11 Top 15 Domestic and International Destinations 12 Facts & Figures 13 North American and International Routes 14 Air Carriers 15 Financial Summary 18 Airport Commission and Management Aerial view of San Francisco International Airport, 1959 Collection of SFO Museum

Letter from the Director Letter from Commission President I am pleased to report that San Francisco International San Francisco International Airport (SFO) continues to be a Airport (SFO) had another successful year. The Airport has vital and integral part of the Bay Area s economy and once completed its five-year strategic plan and has determined again has realized solid growth in a volatile economy. SFO has its mission, vision, goals and standard operation procedures. reduced operating costs, increased non-aviation revenue and Seven goals were established in support of its vision and the attracted several new international carriers such as Air Berlin, strategic plan provides a foundation for the entire organization. Swiss International and LAN. Concession sales increased by 13% For the first time, SFO s strategic plan was prepared by its greatest and far exceeded expectations over the prior fiscal year. SFO also resource its employees. continues to provide unparalleled safety and security and world-class customer service. This year s most notable achievement is the complete renovation and opening of domestic Terminal 2 (T2). The Terminal is modern, comfortable, intuitive and better This year, SFO opened Terminal 2 (T2), which has elevated the travel experience by suited to meet the needs of today s travelers. T2 is also setting new standards for providing passengers the services and amenities that they want the most in a sustainability and is the nation s first LEED Gold certified terminal. T2 continues to beautiful and contemporary terminal. Originally constructed in 1954, T2 served as the receive numerous accolades both nationally and internationally. Central Terminal, showcasing the first jet bridge to the world and ushering in the modern Jet Age. In 1984, T2 underwent its first renovation which transformed the Other accomplishments include welcoming our first daily Airbus 380 services, a Terminal into SFO s International Terminal and the Bay Area s gateway to the world. successful execution of our airline lease and use agreement and an upgrade of our bond Appropriately, T2 is the home to one of its original tenants, American Airlines and San rating from A to A+ by Standard and Poor. Despite a difficult and uncertain economy, Francisco based Virgin America. I am pleased to report that traffic and concession revenues continue to show healthy growth. On behalf of the entire Commission, I congratulate SFO on receiving numerous awards including Best Airport in North America from Business Traveller Germany, Best I am thankful for the guidance provided by the Airport Commission and the support Overall Concessions Program (three way tie) and Best Airport Concession Design Program by San Francisco Mayor Edwin M. Lee. I am also proud of my staff and thank them (tie) from Airport Revenue News and the Airport Safety Award from the Federal Aviation for their dedication and hard work. Everyone who works at SFO does not take this Administration. These well-deserved awards demonstrate the fine work by Airport staff success lightly nor for granted and we remain committed to enhancing the travel under the visionary leadership of Director John L. Martin. experience. 2011 SFO ANNUAL REPORT 3

Reaching for #1 In May, 2010, SFO launched the Reaching for #1 initiative in a time when the Airport was in a strong position. For two years in a row, SFO was one of the three fastest growing airports in the world. The Airport s finances were strong, SFO had just welcomed four new international carriers and San Francisco based Virgin America was growing. The Airport was also in the process of remodeling Terminal 2. SFO s goal was not be satisfied with where we were, but to make ourselves even better. The program involved 180 employees from senior, management and other levels. Those employees were divided into twenty-three task forces which were divided into two groups: fifteen in a strategic planning group and eight in an organizational performance group. Each task force was given an assignment that covered a broad spectrum, from best customer service practices to enhancing the SFO workplace, to changing the way we look at technology. Each task force was asked to research its topic and report back on its findings. From this comprehensive initiative, Airport employees developed our five-year strategic plan with a new mission statement, vision, overall goals, objectives, strategic initiatives and workplace enhancements. The Airport also developed opportunities for employees, core values and standard operating procedures with the goal of literally changing the culture of our workplace to make it more inclusive, more open to change, more ready for the future and to empower workers and reach down into the ranks for great ideas and great initiatives among employees. Aerial view of San Francisco International Airport, 2010 2011 SFO ANNUAL REPORT 4

Our mission is to provide an exceptional Airport in service to our communities. VISION Reaching for #1 OVERALL GOALS 1. Be ranked #1 by passengers 2. Practice smart traffic growth 3. Control cost per enplaned passenger 4. Be one of the best Bay Area employers 5. Be an environmentally sustainable airport 6. Provide a safe, secure, and efficient operation 7. Provide a clean, well maintained airport Airport Festival and Dedication, August 27, 1954 Collection of SFO Museum 2011 SFO ANNUAL REPORT 5

The Airport has established the following key objectives and strategic initiatives for 2011 through 2016. CUSTOMER/PASSENGER 1. Be ranked #1 by passengers in customer satisfaction as a U.S. international gateway airport by two industry specific surveys. 2. Be considered a world-class airport by customers. 3. Be nimble about meeting passenger demands and needs for services. 4. Be the airport of choice for premium passengers. 5. Have the most efficient airport ground transportation system in the country. AIRLINES/AIRCRAFT/ROUTES 1. Ensure SFO can meet passenger traffic growth in the next five years and improve airlines on time arrival performance. 2. Ensure competitive air service. 3. Increase current international passenger traffic. 4. Maintain average cost per enplaned passenger below $18.90 in constant fiscal year 07-08 dollars in order to maintain and attract airline service. NON-AIRLINE REVENUE 1. As part of maintaining average cost per enplaned passenger below $18.90, increase non-airline revenues and per passenger spending. Administration Building, 1940 Collection of SFO Museum 2011 SFO ANNUAL REPORT 6

EMPLOYEES AND ORGANIZATION 1. Be ranked one of the Bay Area s best employers in San Francisco Business Times annual list. 2. Be known for innovation, expertise, and management excellence in the aviation industry. ENVIRONMENTAL SUSTAINABILITY 1. Be one of the first airports to mitigate its carbon footprint and maintain it thereafter. 2. Continue to reduce baseline Greenhouse Gas emissions from SFO controlled operations. 3. Increase solid waste recycling rate. 4. Achieve LEED Gold certification in all new buildings. SAFETY/ SECURITY 1. To be an airport innovative leader in safety & security and implement at least two new industry leading security programs in the next five years. 2. Maintain SFO s airfield in as safe as possible condition through the use of technology, procedures, inspection and continual evaluation of airfield best practices. 3. Be the least vulnerable US airport to terrorist activity and possess the best integrated response capability. 4. Coordinate the sharing of information and planning among all federal and local law enforcement agencies to ensure all the dots are continually connected. Terminal 2 Exit Doors, 2011 2011 SFO ANNUAL REPORT 7

INFRASTRUCTURE 1. As part of maintaining average cost per enplaned passenger below $18.90, invest in capital projects strategically. 2. Minimize overall life cycle costs of facilities. 3. Maintain the airport s infrastructure in optimal condition. 4. Continue to invest in capital projects that make the airport environmentally sustainable. 5. Implement projects that will generate net revenue to the extent possible, while meeting the airport s mission. EXTERNAL RELATIONS 1. Support awareness among government entities of SFO as a successful enterprise, that is well managed and a valuable asset to San Francisco and the Bay Area communities. 2. Develop and maintain productive relationships with government agencies and local cities and counties. 3. Increase local business participation with SFO. 4. Develop and maintain a model employment development program for the benefit of the communities that SFO serves. Terminal 2 Gate Holdroom Seating, 2011 2011 SFO ANNUAL REPORT 8

Terminal 2 On April 14, 2011, SFO opened Terminal 2 (T2). Originally constructed in 1954 and first renovated in 1984, T2 underwent a $383 million renovation, to make it one of the most sustainable, traveler-focused and modern airport terminals in the United States. The Terminal is home to American Airlines and Virgin America. The 640,000 square feet T2 is a major departure from the typical airport terminal, with a focus on sustainability and traveler convenience and comfort. T2 comprises of 14 gates, comfortable, club-like seating, a local food marketplace with offerings from celebrity chefs, dozens of works of art from local and international artists made available through SFO s world-renowned public art program presented in partnership with SFO Museum and the San Francisco Arts Commission, a children s play area, and a recomposure area just past security for passengers to reassemble clothing and belongings. T2 is the nation s first airport terminal to achieve LEED Gold certification and proves that sustainability can co-exist with traveler comfort and convenience. T2 s sustainable features include the use of sustainable building materials, paperless ticketing, energy efficient lighting, natural light, cleaner air, zero-waste, water conservation, hydration stations, eco-friendly places for children, car-free connection and locally sourced, natural and organic offerings in its restaurants. T2 continues to receive praise from the aviation industry and travelers alike and set the standard for airport terminals. Terminal 2 Exterior, 2011 2011 SFO ANNUAL REPORT 9

Awards/Recognition Best Airport in North America Business Traveller Germany Best Overall Concession Program, Large Airport (three-way tie) Airport Revenue News Best Concessions Design, Large Airport (tie) Airport Revenue News Airport Safety Award Federal Aviation Administration Public Managerial Excellence Award to Cheryl Nashir SFO Associate Deputy Airport Director for Revenue Development and Management Municipal Fiscal Advisory Council Looking Ahead (upcoming construction projects) Terminal 3 Boarding Area E Renovation Air Traffic Control Tower West Field Cargo Building Runway Safety Areas Industrial Waste Water Treatment Plant Improvements Terminal 2 Meeting Point, 2011 2011 SFO ANNUAL REPORT 10

Top 15 Domestic Destinations (by average flights per week) Top 15 International Destinations (by average seat capacity per week) 2,800 Dubai, United Arab Emirates, AE Beijing, CN 4,389 Shanghai, CN 2,429 Seoul, KR 8,603 9,737 Hong Kong, HK 6,225 Taipei, TW 11,963 Tokyo-Narita-Haneda, JP 7,045 Vancouver, BC, CA SFO 5,782 Toronto, ON, CA 2,743 Mexico City, MX London-Heathrow, EN, GB 11,172 4,582 Frankfurt, DE 8,057 2,415 Paris, Charles-De Gaulle, FR Munich, DE 2,429 Sydney, NS, AU Beijing, CN PEK Air China, United Dubai, United Arab Emirates, AE DXB Emirates Frankfurt, DE FRA Lufthansa, United Hong Kong, HK HKG Cathay Pacific, Singapore Airlines, United London / Heathrow, EN, GB LHR British Airways, United, Virgin Atlantic Mexico City, MX MEX AeroMexico, United Munich, DE MUC Lufthansa Paris / Charles de Gaulle, FR CDG Air France Seoul / Incheon, KR ICN Asiana, Korean Air, Singapore Airlines, United Shanghai, CN PVG United Sydney, NS, AU SYD United Taipei, TW TPE China Airlines, EVA Tokyo / Narita / Haneda, JP NRT, HND ANA, Delta, JAL, United Toronto, ON, CA YYZ Air Canada, United Vancouver, BC, CA YVR Air Canada, United, WestJet 2011 SFO ANNUAL REPORT 11

Facts & Figures Passengers Total Airport Passengers: 39,980,029 Total Bay Area Market Share: (9th in North America, 23rd in the world in 2010 1 ) 69% Domestic Enplaned and Deplaned Passengers: (77%) 30,725,774 Domestic Bay Area Market Share: 64% International Enplaned and Deplaned Passengers: (23%) 9,000,697 International Bay Area Market Share 96% Through (In-transit) 253,558 Cargo Total Cargo 2 (metric tons) 358,357 Domestic 115,003 International 243,354 Airline Market Share - Top 5 United Airlines/Continental Airlines 45% Delta Airlines 9% American Airlines 8% Southwest Airlines 8% Virgin America 7% 1 Source: Airports Council International 2 Excludes mail Terminal 2 Gate Holdroom, 2011 2011 SFO ANNUAL REPORT 12

North American Routes International Routes 2011 SFO ANNUAL REPORT 13

Air Carriers PASSENGER AIRLINES AeroMexico Air Berlin Air Canada Air China Air France Air New Zealand AirTran Airways Alaska Airlines American Airlines ANA (All Nippon Airways) Asiana Airlines British Airways Cathay Pacific Airways China Airlines Continental Airlines Delta Air Lines Emirates EVA Airways Frontier Airlines Hawaiian Airlines Horizon Air Japan Airlines JetBlue Airways KLM Royal Dutch Airlines Korean Air LACSA LAN Peru Lufthansa German Airlines Mexicana Airlines Philippine Airlines Qantas Airways Singapore Airlines Southwest Airlines Sun Country Airlines Swiss International Air Lines TACA International United Airlines United Express US Airways Virgin America Virgin Atlantic Airlines WestJet Airlines CARGO AIRLINES ABX Air Inc. Air Cargo Carriers Ameriflight FedEx Nippon Cargo Airlines Southern Air Volga-Dnepr Terminal 2 Airline Check-in Counters, 2011 2011 SFO ANNUAL REPORT 14

Financial Summary Highlights of Airline Operations at the Airport SFO passenger traffic continued to grow in fiscal year 2011 with the post-recession return of business and international travel. The fiscal year 2011 ended with 19.8 million enplanements, an increase of 3.9% or 735,611 from the prior year. New services, in both the domestic and international sectors, and travel demand that kept pace with capacity growth on an overall basis were the primary drivers of enplanement growth. Domestic growth was from all low cost carriers (LCC) and most legacy airlines. International growth was from a number of new services and increased passenger demand to Asia earlier in the year, and Europe and Canada later in the year. Continued airline capacity management drove load factors (the ratio of passengers to airline seat capacity) slightly higher to an average of 81.9%. The 3.9% fiscal year-over-year enplanement increase at SFO compares to a decline of 1.9% at Oakland International Airport and an increase of 2.0% at Mineta San Jose International Airport, resulting in a Bay Area passenger market share increase of 0.8 percentage point for SFO to 69.1%. SFO s fiscal year-over-year enplanements also fared better than the U.S. carrier national average increase of 3.0% compared to the prior fiscal year. 1 Net Asset Summary (in thousands) FY 2011 FY 2010 FY 2011 increase (decrease) Assets: Unrestricted current assets $ 374,666 361,370 13,296 Restricted assets available for current outlay 106,323 125,689 (19,366) Noncurrent assets Noncurrent restricted assets 438,705 679,654 (240,949) Capital assets, net 3,814,264 3,711,791 102,473 Unamortized bond issuance costs 38,070 36,827 1,243 Total assets 4,772,028 4,915,331 (143,303) Deferred outflows on derivative instruments 63,382 89,505 (26,123) Total assets and deferred outflows 4,835,410 5,004,836 (169,426) Liabilities: Current liabilities payable from unrestricted assets 218,923 262,551 (43,628) Current liabilities payable from restricted assets 78,803 242,554 (163,751) Noncurrent liabilities 4,178,410 4,116,361 62,049 Noncurrent derivative instrument liabilities 68,304 94,838 (26,534) Total liabilities 4,544,440 4,716,304 (171,864) Net assets Invested in capital assets, net of related debt 18,280 (34,377) 52,657 Restricted for debt service 27,226 54,170 (26,944) Restricted for capital projects 56,981 81,471 (24,490) Unrestricted 188,483 187,268 1,215 Total net assets 290,970 288,532 2,438 1 Source: U.S. Department of Transportation, Bureau of Transportation Statistics. 2011 SFO ANNUAL REPORT 15

Highlights of Changes in Net Assets (in thousands) Operating Revenues (in millions) Net Sales & Services $65.3 11% FY 2011 FY 2010 FY 2011 increase (decrease) Parking & Transportation $91.6 15% Operating revenues $ 607,323 578,041 29,282 Aviation $340.8 56% Operating expenses 494,940 475,509 19,431 Operating income 112,383 102,532 9,851 Other nonoperating expenses, net (103,370) (99,490) (3,880) Income/(loss) before transfers, and capital contributions 9,013 3,042 5,971 Transfers to the City and County of San Francisco (30,608) (28,100) (2,508) Deficiency before capital contributions (21,595) (25,058) 3,463 Capital contributions 24,033 44,204 (20,171) Changes in net assets 2,438 19,146 (16,708) Total net assets at beginning of year 288,532 269,386 19,146 Total net assets at end of year $ 290,970 288,532 2,438 Concessions $109.6 18% Operating Expenses (in millions) Materials & Supplies Repairs & Maintenance $12.4 3% $20.7 4% Services by Other City Departments $11.8 2% Light, Heat & Power $19.5 4% General & Administrative Expenses $4.5 1% Amortization of Bond Issuance Costs $3.5 1% Environmental Remediation Costs $0.3 0% Contractual Services $51.9 11% Personnel $210.2 42% To view the entire fiscal year 2010-2011 audited financial statements, visit: http://www.flysfo.com/investor/fy1011afs.pdf. Depreciation $160.1 32% 2011 SFO ANNUAL REPORT 16

Independent Auditor s Report The Honorable Mayor and Board of Supervisors City and County of San Francisco: We have audited the accompanying financial statements of the Airport Commission, City and County of San Francisco, San Francisco International Airport (the Airport), an enterprise fund of the City and County of San Francisco, California (the City), as of and for the years ended June 30, 2011 and 2010, as listed in the table of contents. These financial statements are the responsibility of the Airport s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Airport s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in note 1, the financial statements of the Airport are intended to present the financial position and the changes in financial position and cash flows of only that portion of the City that is attributable to the transactions of the Airport. They do not purport to, and do not, present fairly the financial position of the City as of June 30, 2011 and 2010, the changes in its financial position, or, where applicable, the cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Airport Commission, City and County of San Francisco, San Francisco International Airport as of June 30, 2011 and 2010, and changes in its financial position and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued our report dated October 28, 2011, on our consideration of the Airport s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, grant agreements, and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit. The Management s Discussion and Analysis on pages 3 through 31 is not a required part of the basic financial statements but is supplementary information required by U.S. generally accepted accounting principles. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the required supplementary information. However, we did not audit the information and express no opinion on it. Our audits were conducted for the purpose of forming an opinion on the basic financial statements of the Airport Commission, City and County of San Francisco, San Francisco International Airport. The accompanying Schedule of Passenger Facility Charge Revenues and Expenditures is presented for purposes of additional analysis as specified in the Passenger Facility Charge Audit Guide for Public Agencies, issued by the Federal Aviation Administration, and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. As discussed in note 2(b) to the financial statements, the Airport adopted the recognition and disclosure requirements of Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments, as of July 1, 2009. The financial statements for the year ended June 30, 2009 were restated to reflect the impact of adoption. October 28, 2011 he impact of adoption. 2011 SFO ANNUAL REPORT 17

Airport Commission Airport Management JOHN L. MARTIN Airport Director LARRY MAZZOLA President LINDA S. CRAYTON Vice President Shauna Marie Rose Executive Assistant to the Airport Director Ivar Satero Deputy Airport Director, Design & Construction Jackson Wong Chief Operating Officer Blake Summers Director and Chief Curator, SFO Museum Julian Potter Director, Government Affairs Peter Acton Director, Maintenance Theresa Lee Deputy Airport Director, Administration John Bergener Manager, Airport Planning Leo Fermin Deputy Airport Director, Business & Finance Jean Caramatti Commission Secretary ELEANOR JOHNS RICHARD J. GUGGENHIME PETER A. STERN Kandace Bender Deputy Airport Director, Communications & Marketing Sheryl Bregman Airport General Counsel Tryg McCoy Deputy Airport Director, Operations & Security San Francisco International Airport PO Box 8097, San Francisco, CA 94128-8097 650.821.5000 flysfo.com twitter.com/flysfo facebook.com/flysfo 2011 San Francisco International Airport 2011 SFO ANNUAL REPORT 18