ITEM NO.   7a-Supp
DATE OF
MEETING  May 12, 2009

Consolidated Rental Car Facility
Financing Update

May 12, 2009

Topics
Updated CFC Forecast
Business context for Airport traffic forecast
Transaction Day forecast analysis
Financial Market Update
Rental Car Facility Financing Plan
Project Update
Process & Schedule



2

Sea-Tac has strong characteristics
A key assumption for both the project and the financing is that demand
for air travel will continue to grow long-term
Sea-Tac has a history of weathering economic storms well
Underlying demand is independent from airline mix
Sea-Tac has strong airport characteristics
Limited competition from other airports or modes of travel
Natural demand/ high Origin & Destination (O&D) traffic
2008 passenger traffic results per ACI
North American airports median: -3.1%
Sea-Tac: +2.9%


3

Sea-Tac has strong history regardless of
economy and carrier mix

1965
Other,
28%   United
, 51%

North
west,
21%


1990
Other,   United,
38%   24%
2008
United, 8%  Northwest/
Alaska,
Delta, 13%
19%
Other, 22%
Northw                  Southwest,
Horizon               est,                       9%
, 7%               14%                                          Alaska,
34%
Horizon,
14%

4

Sea-Tac has a strong natural market and limited competition

% of Origin & Destination Passengers at
Sea-Tac Airport
100%
Airport         Driving Distance
80%
Vancouver
150 miles
International Airport                           60%
Portland International                          40%
160 miles
Airport
20%
Spokane International
290 miles            0%
Airport
2000  2001  2002  2003  2004  2005  2006  2007
Sea-Tac Top 10 Origin-Destination Markets in 2008
14%
11.6%
12%
10%     9.2%
8%
6%       4.4% 3.9% 3.8%
4%                3.2% 3.0% 3.0% 2.6% 2.2%
2%
0%

Rental car demand is linked to O&D traffic
Rental car transactions are highly correlated to O&D passenger traffic
Airline passenger forecast is the primary driver of the CFC forecast

Historical Rental Car Transactions vs. O&D Enplanements
14                                                                       1.50
(millions)    12                                                       1.25
10
1.00
8                                                                              (millions)
0.75
O&D Enplanements   6
0.50
4
2                                                                       0.25

1997   1998   1999   2000   2001   2002   2003   2004   2005   2006   2007  2008 (1)         Rental Contracts
O&D Enplanements          Rental Contracts
(1) Projected 2008 O&D enplanements

6

Rigorous analysis of transaction day history
resulted in a revised forecast
Rental car transaction days are a function of
Airline passenger traffic
Percentage that is O&D traffic
Percentage of arriving passengers renting cars
Length of rental contract

Enplanement      Current     Transaction Day
Forecast in Budget    Enplanement       Forecast
Forecast
2009             -3%          -7%         -12.7
2010             0%          0%         0.1%
2011             0%          0%          0%
2012            2.5%          5%         10.7%
2013             3%          3%         1.5%
2014 until 45           3%             3%            3%
MAP *

* MAP = million annual passengers
7

Enplanements & Transaction Days
Sea-Tac Enplanement and Rental Car Transaction Day Growth
15.0%
10.0%
5.0%
0.0%
-5.0%
-10.0%
-15.0%
2000  2001  2002  2003  2004  2005  2006  2007  2008  2009  2010  2011  2012  2013  2014

Enplanements                 Transaction Days
Enplanements Forecast            Transaction Days Forecast


8

Rental Cars are important to the Airport
In 2008, the rental car industry generated $36 million in non-
aeronautical revenues for the airport.
- This was the second largest source of non-aeronautical revenues
and amounted to 24% of the total.
- The most recent mode-split survey indicates that approximately
15% of origin and destination passengers get to the airport via
rental cars.


9

Update of Financial Markets
Treasury yields have risen slightly, but remain near their historic lows
Market access and credit spreads for investment grade credits continue to improve
During Q1 2009, corporate taxable debt issuance totaled $207 billion, well ahead of last year's pace, as the
market was buoyed by increasing investor inflows and improving credit spreads
The inaugural Build America Bond (BAB) issues have been very well-received by the markets
Historical Interest Rates
10
9
8
7
6
5
4
3
2
1
May-89 May-90 May-91 May-92 May-93 May-94 May-95 May-96 May-97 May-98 May-99 May-00 May-01 May-02 May-03 May-04 May-05 May-06 May-07 May-08 May-09
10 Year TSY    30 Year TSY

1010

Recent Taxable Bond Issuance - Update
Total Size
Issuer                     ($MM)              Maturity         Ratings         Yield
Municipal Issues
University of Minnesota             $37                 2028           Aa2/AA         6.300%
University of Virginia                $250                  2039           Aaa/AAA          6.200%
NJ Turnpike Authority             $1,375                2040           A3/A+          7.414%
2034                     7.500%
State of California                 $5,000                                  A2/A
2039                     7.550%
New York State MTA            $750               2039          A2/AA         7.336%

Corporate Issues
2019                     5.496%
Nokia Corp                  $1,500                            A1/A
2039                     6.664%
2015                     5.712%
BB&T Corp                $800                         A1/A+
2019                     6.873%
2014                     9.375%
Anglo-American Capital Plc         $1,250                             Baa1/BBB
2019                     9.375%
John Deere Capital Corp           $750                2012           A2/A          5.329%
Pacific Gas & Electric              $550                  2039           A3/BBB+         6.343%
2012                     3.127%
BP Capital Markets Plc            $3,250                2015           Aa1/AA         3.896%
2019                     4.784%

11

Current Base Case - Assumptions
CFC Revenue
2% annual inflation
Transaction days based on forecast accepted by Industry
Transaction days stop growing when airport reaches 45 MAP
Revenue is sufficient to pay financing costs, transportation and major
maintenance
CFC revenue and debt service - $ million
90
80
70
CFC revenue
60
Debt Service
50
40
30
20
10
0
2012      2017      2022      2027      2032      2037

Financing Plan includes back-stops
Base Plan
Capital Appreciation Bonds (CABs)  interest is deferred until
principal is paid
30-yr fixed rate bonds  approximately $150 million
10-yr fixed rate bonds
Variable rate debt
Back-up provisions
Port cash (structured as a loan) up to $30 million
Two - $100 million bank lines of credit
10-yr fixed rate bonds (in place of 30-yr bonds)


13

Project Plan of Finance
Financing Structure                     Sources
$19.8 million tax-exempt debt @ 6%       VR Debt/USB loan        $100.0
$100 million variable rate debt @ 6%       Tax-exempt debt          19.8
(based on 20 year average short-term      30-yr fixed rate debt        150.0
rates plus fees)                      10-yr fixed rate debt         100.7
CABs/Port loan              30.0
$150 million 30-yr bonds @ 8.25%
CFC cash collections           69.0
$100.7 million 10-yr bonds @ 8%
Total                     $469.5
$30 million Capital Appreciation Bonds
(CABS) @ 8.5% or Port cash           Uses
CFC cash collected prior to July, 2009      Construction Fund        $388.8
Debt service reserve           37.0
Transportation reserve           9.2
Notes
RCF/major maintenance         5.0
Projected rates are above current market    Capitalized interest         22.7
Assumes that $20 million Port loan is       Coverage account          3.0
repaid                           Cost of issuance           3.8
Total                     $469.5
Assumes funding of multiple reserves

Ability to invest Port cash is critical to manage CFC
Most efficient use of CFC revenue curve is to include deferred interest
Without deferred interest the CFC is higher
Deferred interest can be accomplished through the use of Capital
Appreciation Bonds (CABs) or by the use of Port cash with deferred
payment
Possibility of CABs in the current market, but amount is limited
Airport analysis indicates that approximately $30 million of Port
cash could be applied to this project without affecting airline costs
This could be instead of CABs or
In addition to CABs to further reduce the CFC
Amended statute provides the ability to be repaid at a market rate
In the long-term from CFC revenues or
In the short-term from bond proceeds if CABs can be issued in
the future
15

Current Base Case - Results

Par Amount          $400.5 million
Capitalized Interest      $22.7 million
CABs/Port Cash       $30 million
Total Interest Cost (TIC) (1)   7.72%
Opening CFC (2012)     $6.50
Max CFC (2038)        $10.88 ($6.12 current
dollars)
(1) Includes variable rate interest

Current Base Case - Considerations
Transaction days  actual activity will differ from forecast and result in a
CFC that is higher or lower than the forecast
Forecast accepted by industry and independent feasibility
consultant
Interest rates  lower rates could reduce the CFC, higher rates could
increase CFC
Bond resolution will include an interest rate cap set by Commission
If rates are too high, the sale and project re-start will be delayed
Market access  current market provides access, but structure and
rates might not be ideal
Finance plan includes contingencies
Use of Port cash up to $30 million to replace/supplement CABs
Two bank lines-of-credit can allow for flexibility in timing of bond
issuance

Project History
May 13, 2008  Commission authorized the CRCF project
June 11, 2008  Notice to proceed with construction issued to Turner
July 1, 2008  Commission authorized sale of bonds to fund the
project, financial markets and economy had begun to be troubled
September 15, 2008  Financial markets collapsed
October 14, 2008  Commission approved the use of $20 million of
Airport funds to continue project spending
December 16, 2008  Project suspended for up to one year
January 27 & March 5, 2009  Briefing to update Commission on
financial markets and financing options


18

Project Update
Construction
Work to prepare the site for suspension is slightly over 50% complete
Anticipate completion of site preparation by early July
Budget
Costs for suspension remain estimated at $15-20 million for program
Revised Capital Budget now at $402 million, CFC portion $397 million
Estimated costs based on a July restart of construction
Schedule
Facility opening now likely in 2nd Quarter 2012
Turner having to shift weather sensitive work based on restart date and
remaining construction work

19

Existing funds and on-going collections are sufficient
to pay for costs during suspension






20

Process & Schedule
June
Commission authorization  First Reading June 2, Second Reading
June 9 of:
2 Bond Anticipation Note (BAN) lines of credit Resolutions
Revenue Bond Resolution
Close BANs
June/July
Sell Revenue Bonds
July
Close revenue bonds
Issue Notice to Proceed


21