Draft Plan of Finance

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1 A. Introduction Draft Plan of Finance In 2011, the Port continued to navigate through the economic uncertainty and volatility that has plagued both the national and global economies. High unemployment rates at the national and state levels, the federal deficit reduction negotiation, the on-going cuts to address state and local government budget gaps, and the European sovereign debt crisis all cast doubt on the strength of recovery. During 2011, the Port continued to effectively manage overall costs and invest in both internal and external initiatives with the goal of maintaining its competitiveness and positioning the Port for future growth. The Port continues to look forward with cautious optimism, as reflected in the modest growth assumptions in the 2012 Budget and five-year business plan forecasts Port-wide financial results, as measured by net operating income (NOI) before depreciation, are currently forecasted to be higher than both the 2011 budgeted and 2010 actual results. The 2012 Budget anticipates a decrease in NOI of 3.6% relative to the 2011 Budget. However, beginning in 2012, certain Fuel Hydrant Facility revenue was reclassified from operating revenue to non-operating revenue. Excluding the impacts of this accounting change, the 2012 Port-wide NOI budgeted amount remained flat from the 2011 Budget. The Executive Summary, Section I, provides more detailed Port-wide and division information. Total passenger enplanements, the Port s key operating measure of Airport passenger traffic, increased 4.1% through October 2011 as compared to the first ten months of International passenger enplanements were up 7.1% during this time. The Port forecasts full-year 2011 enplanements to be up 4.0% compared to 2010 levels. The 2012 Budget incorporates a 1.5% annual growth assumption from the current 2011 passenger enplanement forecast was the sixth year of the Airport s seven-year airline Signatory Lease and Operating Agreement (SLOA) that was implemented in 2006 and designed to minimize airline costs while providing financial stability for the Airport. Under SLOA, the Airport charges airlines 100% cost recovery for all aeronautical (airline) costs with the ability to charge up to 125% of aeronautical debt service in the event that coverage on all Airport related debt service drops below 125%. Both aeronautical operating and capital costs (including debt service) are passed onto the airlines. An increase or decrease in aeronautical debt service costs will have the same effect on aeronautical revenues, but will not affect operating expenses, resulting in a change to NOI, but not cash flow. The Airport retains non-aeronautical net revenues generated primarily from parking revenues, terminal concessions and rental car concessions. Aviation forecasts 2011 NOI to be 1.4% below 2011 budgeted amounts, which is driven by a $9.4 million decrease in forecasted operating revenues, partially offset by a $7.1 decrease in forecasted operating expenses. While the Airport forecasts strong 2011 revenues from both Concessions and Ground Transportation, it is largely offset by lower than expected Public Parking and Rental Car revenues. The Port projects an increase in both 2012 airline and non-airline revenues as compared to the 2011 Budget. Non-airline revenues are expected to benefit from the encouraging 2012 enplanement forecast in the form of increased Customer Facility Charge (CFC), concession, and parking revenue. However, the transition to and completion of the Consolidated Rental Car Facility, which is scheduled to open in April 2012, is expected to have an adverse impact on both 2012 non-airline revenues and operating expenses. As such, the 2012 Budget projects only a very slight decrease in NOI before depreciation (less than 1%) from the 2011 Budget. For more details about the Airport s revenues and expenses, please see Section IV Aviation. Section X, Capital Budget, discusses the details of the Airport s capital improvement program (CIP). Post completion of the Consolidated Rental Car Facility, the focus of the next five-year $1.05 billion CIP 12/14/2011 XI-1

2 is renewal and replacement and environmental projects. Approximately 40% of the spending will go towards Committed projects, while the other 60% will go toward Business Plan Prospective projects. For the Seaport division, 2011 year-to-date container volumes through September are down 5.9% over the same period last year. The 2011 full year forecast of 1.9 million TEU s represents a decrease of 11.2% over 2010 full year actual (which was a record high of 2.1 million TEU s), but an increase of 5.6% relative to the 2011 Budget. The 2012 Budget projects an increase in container volumes of 11.1% relative to the 2011 Budget, and an increase of 5.3% relative to the current 2011 full-year forecast. The 2011 cruise season ended on October 1 st, with passenger counts exceeding 2011 Budget by about 11% passenger volumes are projected to be up by 11% relative to the 2011 Budget. Forecasted 2011 grain volumes are approximately 15% below 2011 Budget, due to a temporary closure of the facility in August 2011 and due to some overall softening in the market budget grain volumes are at the same level as the 2011 Budget. Seaport s 2011 NOI is forecasted to exceed budget by $3.6 million (7%). While the Port forecasts a 1.5% unfavorable variance in total Seaport operating revenues, as a result of lower than anticipated Security Grant revenues, a 7% favorable variance is projected in Seaport operating expenses due to deferrals in the Security Grant projects, as well as lower corporate expenses and costs of other key projects. The 2012 Seaport NOI is budgeted at $52.0 million, an increase of $0.7 million from the 2011 Budget. Due to a reduction in Security Grant revenues, 2012 Seaport operating revenues are budgeted to increase only $0.2 million from the 2011 Budget. Much of the Seaport s revenues and net income are derived from the container terminal leases, and because the lease revenues are based on terminal acreage rather than container volumes, neither sizable increases nor decreases in container volumes have significantly impacted the Seaport division s financial performance Seaport operating expenses are budgeted to decrease by approximately $0.5 million from the 2011 Budget. This decrease is driven largely by a decrease in Security Grant expenses, partially offset by increases in maintenance related expenses. Section I, Executive Summary, and Section V, Seaport, provides more details on the 2012 Budget. Seaport s $296 million five-year CIP focuses on revenue and capacity growth through investments in facilities and infrastructure, as well as renewal and replacement projects. Section X, Capital Budget, provides additional information about Seaport s CIP. The Real Estate division s 2011 NOI forecast is $742k favorable to budget. This increase is driven by a forecasted increase in operating revenues, as a result of increased activity at Bell Harbor International Conference Center, as well as lower than expected operating expenses. The division s commercial properties 90% occupancy rate through September 2011 is on target with its 2011 goal, and exceeds the comparable statistic of 85% for the local market. While the 75% moorage occupancy at Fishermen s Terminal and the Maritime Industrial Center is slightly below the target of 79%, recreational moorage occupancy is exceeding budget. The 2012 Real Estate NOI is budgeted at negative $4.8 million, an increase of $0.6 million from the 2011 Budget. This increase is driven primarily by continued higher anticipated operating revenues from Bell Harbor International Conference Center in 2012, and is partially offset by an increase in general maintenance expenses. Section VI, Real Estate, provides more details on Real Estate s business and service groups and their functions, the business plans and 5-year forecasts. The major Real Estate capital expenditures in 2012 focus primarily on upgrades and improvements at Fishermen s Terminal and Bell Harbor International Conference Center, as well as general renewal and replacement projects at other properties, including Pier 69. Section X, Capital Budget, provides additional information about Real Estate s five-year CIP. Each year the Port prepares the Draft Plan of Finance (the Plan) as part of the capital management process. This Plan provides a framework for the funding of the Port s anticipated capital spending. The Plan is designed as a flexible tool, providing guidance to the Commission and Port staff as planning and investment decisions are made during the coming year. The Plan is based on a five-year capital plan in order to provide better guidance on long-term funding. 12/14/2011 XI-2

3 Once a year, the Commission is presented with the Port s capital plan along with a funding analysis. By final budget action, the Commission approves the capital plan and establishes the level of the Port s tax levy for the coming year. The first year of the capital plan forms the basis of the Port s Approved Capital Budget. Each quarter the capital plan is revised and progress is measured on capital spending; this is reviewed quarterly by the divisions and Senior Management and periodically by the Port Commission. B. Overview of the Funded Capital Plan The capital plan is the result of an iterative process that begins with updated business plans developed by each division and approved by division management. The plan is then reviewed in the context of the Port s projected capital capacity and further reviewed by Port Executive staff. Changes to the capital plan are incorporated into the final business plans and budgets and into the Plan of Finance. For information on the Port s Capital Improvement Program, see Section X Capital Budget. Within the capital plan, projects are divided into several categories that determine their funding priority. Committed: Committed projects are those necessary to implement the divisions business plans and are well scoped, have undergone financial analysis and at least division level review. They include projects that are already underway and authorized as well as projects not yet authorized, but ready for Commission level review. These projects receive a specific funding commitment in the Capital Plan. Prospective: Prospective projects may also be part of business plans, but are not yet well-scoped and analyzed and therefore are less certain as to timing or funding requirements. Prospective projects can be re-classified as Committed once they have met the necessary criteria, so it is important that capital funding be flexible enough to accommodate these projects as well as other changes to the CIP. Prospective projects are further subdivided into two categories as follows: Business Plan Prospective: Projects that are prospective because of uncertainty of scope and timing, but are deemed to be critical for achieving business plan goals. This category includes projects that are contingent obligations associated with leases or other agreements. Other Prospective: Projects that are still in preliminary planning or that are not currently deemed critical in meeting business plan goals. Public Expense. In addition to the CIP, the Port participates in several public projects, particularly in the area of regional transportation and contributions to Highline School District noise mitigation. Because these projects do not result in Port owned assets, they are accounted for separately as Public Expense Projects, but they use the same funding as capital projects and are included in the funding analysis for the Plan of Finance. Committed projects are designated for funding and are the basis of the Plan of Finance. This year s Plan of Finance also includes most Business Plan Prospective projects. Consistent with last year s Plan, the 2012 Plan was developed to meet certain financial targets. These include a minimum 1.8x debt service coverage on its First Lien Revenue bonds, 1.25x coverage on Airport revenue bond debt, and 1.5x coverage on Seaport revenue bond debt, minimum Airport operating fund balance equal to 10 months of operating and maintenance expenses (O&M) and a minimum Seaport and Real Estate operating fund balance equal to 6 months of O&M (for a Port-wide target of 9 months of O&M). The Plan is developed so that these targets are met in most years; temporary, minor dips below the targets can be tolerated if the Plan projects a rebound to meet at least the minimum targets. Since 1991, the Port Commission has authorized its property tax levy below the maximum levy allowable, thus preserving the flexibility for the Port to increase the levy if needed. In 2008, the Port levied $75.9 million and held that amount constant for For the 2010 Budget, the Port reduced the 12/14/2011 XI-3

4 levy amount to $73.5 million, which was maintained in the 2011 Budget. For the current 2012 Budget, the Port reduced the levy amount to $73.0 million. As consistent with last year, the Plan retains at least 25% of the tax levy for general purposes and uses no more than 75% for General Obligation (G.O.) bond debt service. This policy is more restrictive than the Port s statutory authority for G.O. bond debt. Based on statute, as of December 31, 2011, the Port could issue an additional (approximately) $453 million of non-voted G.O. bond debt. For more tax levy information, see Section IX Tax Levy. C Funding Plan AIRPORT The Airport s operating forecast is based on the airline lease agreement described above and the assumption that a similar agreement continues after the expiration of the current agreement at the end of During the forecast period, the Port expects to generate sufficient net income from non-airline sources to maintain Airport related debt service coverage at least 1.25x without increasing airline charges above 1.0x coverage. The funding Plan for the Airport includes Airport net income and operating funds in excess of the minimum target fund balance, the use of existing bond proceeds, future revenue bonds and commercial paper proceeds. The Airport expects Federal grant money for capital improvements including noise mitigation, environmental and security projects. Passenger Facility Charge (PFC) collections (net of PFC bond debt service and net of PFCs applied to pay existing revenue bond debt service) also provide capital funding. Customer Facility Charge (CFC) collections, net of the payment of operating and debt service costs associated with the Consolidated Rental Car Facility combined with an estimated $50 million of Commercial Paper proceeds to be repaid from CFCs, will provide funding for completing the Consolidated Rental Car Facility. In addition, the Plan anticipates the use of the tax levy to fund the portion of Highline School District improvements that are ineligible for Airport funding. The current funding Plan includes all of the Airport s Committed and Business Plan Prospective projects. The major committed projects include the Consolidated Rental Car Facility, SeaTac terminal realignment, Electrical Ground Service Equipment Electrification, and other renewal and replacement projects, such as the replacement of terminal escalators, providing pre-conditioned air at gates, and noise mitigation. For more details about the major capital projects, please see Section X, Capital Budget. TABLE XI-1: AIRPORT CAPITAL PROJECTS FUNDING ($ Millions) Net Income and Operating Funds 250 Existing Bond Proceeds (1) 109 Passenger Facility Charges 53 Customer Facility Charges (2) 57 Federal Grants 72 Tax Levy (Highline Schools) (3) 10 Future Revenue Bond Proceeds 501 Total 1,051 (1) Does not include proceeds from st Lien Revenue Bonds, see footnote 2. (2) Includes proceeds from st Lien Revenue Bonds issued to fund the Consolidated Rental Car Facility. (3) For capital spending only (portion of Highline School District improvements that are ineligible for Airport funding). For public expense related to Highline School, see section IX. "Tax Levy. 12/14/2011 XI-4

5 In addition to the above funding plan for capital projects, Aviation s funding plan includes approximately $3.4 million of expenditures for public expense projects (projects that meet the criteria of Committed or Business Plan Prospective projects but the expenditures are expensed instead of capitalized), as contributions to the Highline School district. For more details about the public expense projects and their funding, please see Section IX, Tax Levy, and Section X, Capital Budget, Public Expense & Special Item Projects. SEAPORT The Plan funds both Committed and most Business Plan Prospective projects. Seaport funding includes net income, excess General Fund balance, and proceeds from existing and future revenue bonds. The Plan also assumes funding from Federal grants for eligible portions of Seaport Security projects. The Seaport funding Plan is based on the income projections associated with the existing facilities including the lease revenues from improved property utilization and on targeting 1.5x debt service coverage on Seaport revenue bond debt. The Plan requires that an estimated $14 million of capital spending be deferred beyond In addition, the Plan anticipates up to $30 million in maintenance expense for pile cap repairs in 2013 and 2014; this significant operating expense results in the need to defer some capital spending currently scheduled for those years to be shifted to 2015 and The Plan funds new investments in facilities and infrastructure as well as renewal and enhancements for container operations, cruise and industrial properties. The Plan also assumes continued funding for the Green Port Initiative. More details on specific projects can be found in Section X, Capital Budget. TABLE XI-2: SEAPORT CAPITAL PROJECTS FUNDING ($ Millions) Net Income and General Fund balance 72 Grants 2 Existing Revenue Bonds 6 Future Revenue Bonds 201 Total 282 For Seaport public expense projects and funding, see section IX. "Tax Levy". In addition to the above funding for capital projects, the Seaport Division s capital plan includes an estimated $9.2 million of expenditures for certain freight mobility public expense projects, (projects that meet the criteria of Committed or Business Plan Prospective projects but the expenditures are expensed instead of capitalized). For more details about the public expense projects and their funding, please see Section IX, Tax Levy, and Section X, Capital Budget, Public Expense Projects. REAL ESTATE Prior to 2010, the Real Estate Division shared the same funding sources as Seaport. Beginning in 2010 Real Estate Committed and Business Plan Prospective projects are funded from the Tax Levy. The Real Estate capital spending focus will be on upgrades and improvements at Fishermen s Terminal and Bell Harbor International Conference Center, as well as other general renewal and replacement projects at other properties, including Pier 69. Additional information about Real Estate s capital budget spending can be found in Section X, Capital Budget. 12/14/2011 XI-5

6 TABLE XI-3: REAL ESTATE CAPITAL PROJECTS FUNDING ($ Millions) CORPORATE Tax Levy 54 Total 54 The Corporate program is predominantly Information and Communication Technology (ICT) department projects for Port-wide improvements and upgrades. A small portion is for small capital equipment purchases and fleet replacement for departments within the Corporate and Capital Development divisions. These costs are allocated to the operating divisions. See Section X, Capital Budget, for more information. TABLE XI-4: CORPORATE CAPITAL PROJECTS FUNDING ($ Millions) SR99 Tunnel Airport Development Fund 42 General Fund 22 Total 64 In addition to the Corporate capital spending above, the Plan includes funding of up to $300 million towards the State of Washington SR99 Tunnel Project to replace the Alaskan Way Viaduct. The commitment for this contribution is outlined in a Memorandum of Agreement between the Port and the State and will be provided from the tax levy using a combination of in-kind contributions, cash reserves and General Obligation bonds anticipated to be issued in Of the $300 million, $19 million will be credited to the Port for spending on related freight mobility projects (FAST Corridor) and $8 million is currently set aside in the Transportation and Infrastructure Fund. The remaining funding will be provided through $47 million of additional reserves anticipated to be set aside in the Transportation and Infrastructure Fund from and $226 million of General Obligation bonds expected to be issued in Payment to the State is anticipated in 2016 near completion of the project. TABLE XI-5: SR99 TUNNEL FUNDING PLAN Port Participation Funding Plan ($ Millions) In-Kind Contribution - FAST Corridor Project Spending $ 19 Tax Levy Cash on Hand 8 Tax Levy Cash Generated GO Bonds in Total $ 300 FINANCIAL IMPLICATIONS AND RISKS The funding Plans above include projects currently identified as Committed and Business Plan Prospective. The Plan meets the First Lien Revenue Bond coverage target of at least 1.80x coverage and results in First Lien coverage range between 2.00x and 2.56x. The Plans were also designed to meet the targets of Airport revenue bond coverage of 1.25x and Seaport coverage of 1.50x. The result is that (Portwide) coverage for all revenue bond debt service (irrespective of lien) ranges from a low of 1.42x to a high of 1.51x (calculated assuming that a portion of Revenue Bond debt service is paid from PFCs and CFCs). 12/14/2011 XI-6

7 There are a number of risks that should be considered with regard to the above funding Plan. While the Committed projects are fairly certain, the Business Plan Prospective projects are still uncertain with regards to scope and timing; an increase in costs or acceleration of schedule for these projects could change the funding forecast. In addition, the Plan does not include Other Prospective projects or projects that are not currently contemplated but may be required for security, renewal and replacement or to address changes in the business environment. In addition, the forecast is based on a number of assumptions related to operating income and tax levy collection; changes in these assumptions could affect the Plan results as well. To minimize coverage impacts, the Port could employ a number of options: delay or reduce project spending further reduce operating costs or identify additional revenues utilize alternative financing for appropriate projects seek additional grant funding increase airline rates and charges within the limitations of SLOA increase the tax levy, subject to statutory constraints implement the Industrial Development District levy Prior to implementation, these mechanisms would be further evaluated in the context of business planning, asset liability management goals and Port policy objectives. Given potential costs and/or risks associated with each, it is likely that the Port would pursue a balanced approach to minimizing coverage impacts, whereby it would utilize a combination of options. The Plan of Finance assumes a levy amount of $73.0 million from , which is below the Port s actual statutory authority of $90.1 million. The Port can access additional funding sources including remaining non-voted G.O. bond capacity and voted G.O. bond capacity, assess the tax levy at the maximum amount or assess an Industrial Development District (IDD) levy (subject to limitations described in Section IX Tax Levy ). There are no plans to use these resources at present, but they are available should the Port Commission deem them appropriate. D. Financing Initiatives In January 2011, the Port replaced its existing letter of credit backing the 1997 Subordinate Lien bonds with a new letter of credit expiring in January In February 2011, the Port issued $104 million of 2011 Limited Tax General Obligation & Refunding Bonds. $74 million were used to fully refund the outstanding 2000B Limited Tax General Obligation Bonds, which resulted in net present value savings of $7.6 million. The remaining $30 million was used to replenish a portion of the funds previously expended by the Port for the acquisition of a rail corridor in King and Snohomish counties. The Port forecast includes payments from other entities with interests in the rail corridor; proceeds from these payments are expected to be applied to off-set the $30 million principal payment. In April 2011, the Port terminated the Subordinate Lien Bond Anticipation Note (2009) that was set to expire on December 31, The Bond Anticipation Note was a short-term financing mechanism, in the form of a line of credit, intended to fund a portion of the costs of the Consolidated Rental Car Facility. The note was not drawn upon and the Port is currently planning to fund the remaining portion of the Consolidated Rental Car Facility with commercial paper. In December 2011, the Port plans to fully refund the outstanding Subordinate Lien Revenue Refunding Bonds, 1998, the Special Facility Revenue Bonds, Series 1999B (Terminal 18 Project) and the Special Facility Revenue Bonds, Series 1999C (Terminal 18 Project). This refunding is expected to result is 12/14/2011 XI-7

8 significant economic savings to the Port. The Terminal 18 Project bonds and the assets they funded were not accounted for as Port assets and liabilities and the Port s lease revenue from Terminal 18 was reported net of debt service payments on those bonds. The refunding results in an increase in Seaport revenues, debt service and cash flow as well as increase in Seaport debt and assets. In light of the current low interest rate environment, the Port will continue to monitor the debt portfolio for other refunding opportunities that provide for economic savings. Additionally, the Port plans to issue revenue bonds in 2012 or 2013 to fund a portion of the Aviation capital plan that is projected to be funded with bond proceeds. E. Capital Planning Resources The following information on funding guidelines and financial model assumptions are resources for better understanding the 2012 Draft Plan of Finance. PORT OF SEATTLE FUNDING GUIDELINES The following guidelines have been prepared to assist the Commission, Port management, and staff in decisions regarding the allocation of Port capital funds. Tax Levy and General Obligation Bonds Section IX, Tax Levy, describes the various uses of the tax levy including the funding of certain capital projects. The Port s previous policy was to use the tax levy for environmental remediation, regional transportation projects, and Seaport and Real Estate division capital expenditures that met the following criteria: 1) A long lag exists between capital costs and project revenues or the project s financial return will not support revenue bond financings (i.e. the internal rate of return, or IRR, is less than the current cost of debt); and 2) The project generates significant economic benefits for taxpayers. As part of the 2010 Budget, the Commission directed that the Seaport division fund its capital plan solely through internally generated funds and that the levy be used to fund Real Estate capital expenditures and to support the division s overall net income shortfall until a financially self-sustaining business model can be developed. The levy also continues to be used for environmental remediation and regional transportation projects. General Obligation Bonds are paid from the tax levy, so the policy for use is effectively the same. In addition to the criteria above: 3) Projects using G.O. bond funding must also be critical to the Port s core business. Recently the use of G.O. bonds has been expanded to include public expense projects in addition to capital projects. For large public expense items this provides for more prudent cash flow management by spreading out payments over time. Similar to capital projects, public expense projects are expected to meet the criteria noted above to be eligible for tax levy or G.O. bond funding. Revenue Bonds Projects should earn the current cost of debt (in IRR terms) or fund projects that can be included in the airlines rate base to be eligible for revenue bond financing. A target senior lien revenue bond coverage ratio of 1.8 times will be reviewed annually in light of changing circumstances such as critical funding needs or changes in the airport-airline operating agreement. An adequate cash flow margin (cash flow after debt service) will also be maintained for planning purposes. 12/14/2011 XI-8

9 Industrial Development District (IDD) Levy In order to be considered for IDD levy financing, projects should be critical to core Port business or other major strategic initiatives, and should generate significant economic benefits for taxpayers. Additionally, projects must comply with all applicable legal requirements governing the use of the levy. Airport Improvement Program (AIP) Grants and Passenger Facility Charges (PFCs) Projects eligible for AIP grant and PFC funding should be consistent with airport investment strategies and must comply with the regulations of the grant-making agency. High priority safety, security and capacity projects will be stressed. Funding vs. Asset Life Project funding should in all cases closely match the life of the particular asset financed. For example, long-term financing in the form of year revenue or general obligation bonds should only be used for assets having economic lives in a similar range or longer. Shorter-lived assets should be funded through pay-as-you-go or other short-term financing structures DRAFT PLAN OF FINANCE ASSUMPTIONS Capital Budget Capital budget projections are based on the CIP presented to the Port Commission during October and November 2011, and are included in Section X Capital Budget. Capital Capacity Calculations The Port s capital capacity calculations combine projections of operating revenues, expenses, nonoperating items, debt service, and capital spending to determine Port debt financing requirements. Assumptions used in the financial analysis of the 2012 Plan include: Interest on restricted and unrestricted funds equal to 1.00% in 2012 and 2013, and 3.0% for Interest on general obligation debt is equal to 6.0% for 25 years. New First Lien revenue bonds are issued at 6.0% for 25 years. New Intermediate Lien revenue bonds are issued at 6.0% for 25 years. Interest on variable rate bonds is equal to 1.05% in 2012, 1.30% in 2013, and 3.00% in capital spending estimates are based on estimated actuals as of July operating revenue and expense projections are based on the preliminary operating budget as of November, 2011 with adjustments as appropriate, and may vary from the forecasts in the final budget. Tax Levy The Port s tax levy projections are based on maintaining the levy amount at $73.0 million. A tax levy projection model is used to forecast future year assessed value amounts that can affect the maximum statutory levy. Projections of assessed value are based on actual historical data. 12/14/2011 XI-9

10 Revenue and Expense Assumptions Airport Expense projections are based on estimates developed as part of division business planning. Airport revenues determined according to the (2006) airline agreement with the assumption that similar provisions continue after expiration in 2012; landing fees and terminal rents are set to recover all airline related terminal and airfield operating costs and to recover all aeronautical capital costs at 100% debt service coverage on aeronautical debt. The remainder of the Airport operates in a business-like fashion, with the Port responsible for all costs and revenues. If non-airline net revenues are insufficient to generate 125% of all Airport related revenue debt service, the Port may increase airline charges up to 125% of aeronautical debt service. Operating environmental costs are included in O&M expense. Certain non-operating revenues and expenses are included; for example, interest earnings, public expense and non-operating environmental expenses. Federal Airport Improvement Program (AIP) grant reimbursement projects are based on estimated spending on eligible projects and standard reimbursement rates of 75%-80%. Letter of Intent (LOI) receipts for third runway construction and security grants from the Transportation Security Administration (TSA) are included in the total grant amounts. Passenger Facility Charges (PFCs) are estimated based on projected enplanement levels, net of debt service payments on PFC bonds and PFCs applied to pay debt service on Revenue Bonds. Customer Facility Charges (CFCs) are estimated based on forecasted transaction days of car rentals at the Airport multiplied by a forecasted daily rate. The 2009 First Lien Revenue Bonds and Commercial Paper proceeds along with any CFC income net of debt service will fund the Consolidated Rental Car Facility. Seaport and Real Estate Revenue and expense projections are based on the divisions long-range operating forecasts. Revenues generated from new investment were not included if the related capital project is part of the committed CIP. For the Plan, two significant adjustments were made to the Seaport forecasts: o o Seaport operating expenses in 2013 and 2014 were increased to include $30 million in maintenance costs for a pile cap repair. Seaport operating revenue and debt service were adjusted to reflect the anticipated refunding of the T-18 Special Facility Revenue Bonds. Estimated security grant receipts for operating grants are included in gross revenues and the associated expenditures are included in operating expenses. Operating environmental costs are included in O&M expense, if applicable. Certain non-operating revenues and expenses are included; for example, interest earnings, public expense and non-operating environmental expenses. Corporate and Capital Development Divisions Expenses for Corporate and Capital Development are distributed to the Airport, Seaport and Real Estate divisions as corporate overhead. 12/14/2011 XI-10

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