#1City of Houston, Texas Airport System $835,000,000* Series 2020A-C Investor Presentation *Preliminary and subject to change LEN Airpor rport eration UNITED SEPTEMBER 9, 2020 HOUSTON AIRPORTS#2DISCLAIMER The Investor Presentation you are about to view is provided as of September 9, 2020, for a proposed offering of the City of Houston, Texas Airport System Subordinate Lien Revenue Refunding Bonds, Series 2020A (AMT); Subordinate Lien Revenue Refunding Bonds, Series 2020B (Non-AMT); and Subordinate Lien Revenue Refunding Bonds, Series 2020C (Taxable) (the "Bonds"). If you are viewing this presentation after that date, events may have occurred that have a material adverse effect on the financial information presented. Neither the Underwriters mentioned in this presentation (the "Underwriters"), nor the Financial Advisor, nor the City of Houston, Texas Airport System ("The Issuer") has undertaken any obligation to update this presentation. 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Except where noted, the information provided in the Investor Presentation is derived from the Preliminary Offering Memorandum and the appendices thereto. 2 HOUSTON AIRPORTS#3MISSION, VISION & HAS OVERVIEW HOUSTON AIRPORTS 3#4HOUSTON AIRPORT SYSTEM (HAS) MISSION AND VISION 4 STAR AIRPORT SKYTRAX MISSION We exist to connect the people, businesses, cultures and economies of the world to Houston. VISION Establish Houston Airport System as a 5-star global air service gateway where the magic of flight is celebrated 4 HOUSTON AIRPORTS#5HAS OVERVIEW The Houston Airport System is an enterprise system of the City of Houston, and is currently comprised of the following facilities, each of which the City manages, owns and operates through the Houston Airport System: George Bush Intercontinental Airport/Houston, William P. Hobby Airport and Ellington Airport. Certain of the metrics and statistics of the Houston Airport System have been impacted by COVID-19. Please see "Impact of COVID- 19 Pandemic on the Houston Airport System" in the Preliminary Official Statement dated September 9, 2020. George Bush Intercontinental (IAH) William P. Hobby(HOU) ✈ 45.2 million passengers in 2019 + 14.4 million passengers in 2019 ✈ 178 Destinations: non-stop service to 112 domestic destinations and 66 international destinations (January 2020) Supports more than 141,000 local jobs and contributes more than $27.3 billion to the local economy ✈ Provides service to all 6 inhabited continents 2nd busiest of United Airlines' principal domestic airport hubs, the world's second- largest airline 14th busiest airport in the United States based on enplaned passengers in CY2018 (per FAA) + 58 Destinations: service to 51 domestic and 7 international destinations within U.S., Mexico, Latin America and the Caribbean (January 2020) Supports more than 36,000 local jobs and contributes more than $5.8 billion to the local economy 1st in Texas to have biometric entry and exit Home to one of Southwest Airlines' most important and active hubs 35th busiest airport in the United States based on enplaned passengers in CY2018 (per FAA) Jobs and economic financial contribution data come from a study performed for HAS by ICF in September 2019. + + Ellington (EFD) Became home to the nation's 10th licensed commercial spaceport in June 2015 Astronauts from the world-renowned Johnson Space Center receive ongoing space training at EFD Supports more than 13,000 local jobs and contributes more than $3.3 billion to the local economy Accommodates more than 75,000 flight operations, offering 24/7 Air Traffic Control (ATC) service and three active runways Home to the regional headquarters of the United States Coast Guard Supports operations of U.S. Military, Homeland Security, NASA and general aviation 5 HOUSTON AIRPORTS#6COVID-19 PANDEMIC IMPACTS AND RESPONSES 6 HOUSTON AIRPORTS#7HAS IMPACT OF COVID-19 PANDEMIC - REVENUES HAS airline use and lease agreement charges airlines based on a compensatory cost allocation, whereby airline fees equal HAS's operating and capital costs allocable to the airlines based on aircraft landed weights, enplaned passengers, deplaned passengers and area occupied within the airport. Therefore, airline revenues increase or decrease based on changes in operating and capital costs rather than changes in passenger enplanements and did not change due to COVID-19. $ $ $ ($42M) ✈ Non-airline revenues (i.e. Parking, Concessions, Ground Transportation) in 4Q FY20 declined by $42M or 70% when compared to 4Q FY19 $ $ $ ($18.7M) ✈ PFC revenues in 4Q FY20 declined by $18.7M or 63% when compared to 4Q FY19 (PFC revenues lag actual passenger levels for a given month) HOUSTON AIRPORTS 7#8HAS IMPACT OF COVID-19 PANDEMIC - ENPLANEMENTS Millions 35 29.8 30 25 20 15 10 5 FY19 Actual 21.8 FY20 Estimated 10.8 FY21 Projection 29.8 24.4 18.8 FY22 Projection FY23 Projection FY24 Projection ✈ HAS passenger traffic declined by 89% or 13.8M passengers in 4Q FY2020 when compared to 4Q FY2019 HAS enplanement projections are largely based on analysis provided by IATA (International Air Transport Association), which projects, based on a number of assumptions, that passenger traffic will return to pre-COVID (2019) levels by the end of calendar year 2024 ✈ HAS adopted these numbers to facilitate financial planning ✈ We believe these projections provide a reasonable basis for planning operations and maintenance and capital spending levels as we operate during this pandemic. 8 HOUSTON AIRPORTS#9HAS RESPONSE TO COVID-19 PANDEMIC - FINANCIAL REDUCED FY20 EXPENSES DEFERRED REVENUES AND WAIVED MAG REDUCED FY21 BUDGET REDUCED USE OF UNRESTRICTED CASH + CARES ACT FUNDING ($8M) $36M ($10M) ($93M) $200M Took immediate steps to reduce 4Q FY20 expenses following onset of pandemic, achieving a reduction of $8M or 10% vs. budget ✈ Provided relief to airlines and concessionaires by allowing deferral of 4Q FY20 fees for six months with no penalty (interest and fees) $29 million; and waived MAGs for concessionaires of $7 million ✈ Reduced FY21 O&M budget by $10M or 3% when compared to FY20 and will monitor enplanements while pursuing additional reductions ✈ Implemented a policy that prohibits the use of unrestricted cash as a funding source for capital expenditures; $93M in unrestricted cash appropriations will be debt funded likely during FY 2022 + HAS applied for and received $8M in CARES Act funds in FY20 and recently submitted another application for $78M of CARES Act funds to be used in FY21. HAS anticipates using up to $152M in CARES Act funds in FY21 with the balance of $40M likely to be used in FY22 9 HOUSTON AIRPORTS#10HAS RESPONSE TO COVID-19 PANDEMIC - OPERATIONAL MASKS BIOMETRICS / TOUCH- FREE TRAVEL HAND SANITZER STATIONS SIGNAGE & SAFETY GUARDS DEEP CLEANINGS PUBLIC 》 DISTANCING SOCIAL Å Ì 非 AIR FILTERS + ANNOUNCEMENTS Created a COVID-19 webpage to keep the public up-to-date on new safety initiatives (fly2houston.com/covid-19) Implemented FlySafe Houston to convey to passengers our commitment to ensuring their safety and health as they arrive, depart and connect through George Bush Intercontinental (IAH) and William P. Hobby (HOU) airports (fly2houston.com/flysafe) ✈ Implemented major initiatives including touchless (biometric) boarding Made the Houston Clean Pledge, becoming a member of Houston Clean Task Force, a group of public and private entities that have pledged to maintain the highest standards of public safety and health across our city (Houston Clean Task Force) HOUSTON AIRPORTS 10#11AIR SERVICE UPDATE HOUSTON AIRPORTS 11#12HAS AIR SERVICE OVERVIEW SCHEDULED FLIGHTS ✈ May 2020 saw the deepest scheduled flight reductions for HAS ✈ 5,724 domestic flights and 198 international flights, which represented reductions versus May 2019 of 73% and 95%, respectively ✈ September 2020 scheduled flights are at 10,369 domestic flights and 1,435 international flights, which represent increases versus May 2020 of 81% and 625%, respectively ✈ When compared to September of 2019, scheduled domestic flights are down 48% and scheduled international flights are down 59% 12 HOUSTON AIRPORTS#13HAS ENPLANED MONTHLY PASSENGER TREND Millions 3 2 1 2.8 2.7 2.5 2.5 2.4 2.4 2.2 2.2 1.3 0.7 0.5 0.3 0.1 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 In the 6 months preceding COVID-19's initial impact in the United States in March 2020, HAS averaged 2.4 million enplanements per month ✈ Enplanements decreased to 121,072 in April 2020 ✈ July 2020 enplanements were 699,447, a 74.6% decrease from the prior year and a 43.8% increase when compared to the prior month (June 2020 enplanements were 486,450) Source: HAS data 13 HOUSTON AIRPORTS#14HAS PASSENGER & REVENUE PROJECTIONS (in millions) FY19 (Actual) FY20 (Estimate) Airline Revenues $269.3 $288.0 $194.8 $274.9 FY21 FY22 FY23 FY24 (Projection) (Projection) (Projection) (Projection) $303.6 $312.6 Non-Airline and Other Revenues $248.9 $205.5 $125.9 $191.1 $237.0 $282.1 Gross Revenues $518.2 $493.5 $320.7 $466.0 $540.6 $594.7 Enplanements 29.6 20.4 10.8 18.8 24.4 29.8 ✈ FY21 and FY22 Airline Revenue are shown net of CARES Act offsets ($90M and $20M, respectively) ✈ Non-Airline and Other Revenues are projected to grow at an annual rate of 31% from FY21 to FY24 Enplanements are projected to grow at an annual rate of 40% from FY21 to FY24 largely based on analysis released by IATA (International Air Transport Association) on July 28, 2020 14 HOUSTON AIRPORTS#15MAJOR PROJECTS & CIP FUNDING HOUSTON AIRPORTS 15#16HAS MAJOR CAPITAL PROJECTS International Terminal - Central Processor Budget $508M Timeline CY24 ✈ - Construct new facility where all foreign flag airlines and United international passengers arrive and depart Baggage improvements and modifications ✈ Arrivals/Departure curbside and roadway modifications Enabling projects (demolition, utilities, roadways, etc.) International Terminal - North Concourse Budget $530M Timeline - CY23 Construct a new D-West Pier (Completed in CY22) Refurbish and Re-life system in Terminal D Construct arrivals corridor connecting the existing sterile corridors ✈ Enabling projects (demolition, apron works, utilities, etc.) Amounts presented reflect estimated total project costs and include amounts already spent and/or appropriated prior to the Fiscal Year 2021-25 Capital Improvement Plan. 16 HOUSTON AIRPORTS#17HAS MAJOR CAPITAL PROJECTS (CONTINUED) Aircraft RON Parking Gate Expansion UA UA UA DL DL OL DL DL N.WEST NORTH CONCOURSE FUTURE EXANSION AREA TERMINAL A S.WEST I SOUTH CONCOURSE UA AA AA Terminal A Modernization and Expansion Budget - $583M Timeline - Planning commenced in FY20 Expand South Concourse by 4 gates and the West Concourse by 5 gates Modernize Terminal A, including rehab of core building systems Terminal A Baggage Handling System Optimization Enabling works projects to correct several existing customer-level deficiencies (additional curbside lanes and RON parking) Cless Tax lase Class II Taxi lare New Parking Garage New West Concounse Phase I Phase I Fuel Farm Say distance tttt Phase I Aircraft Layout 123 from moving object to the fencel Class 12 Tax lone Class 10 Taxi tone Extring Terminal Existing Central Concourse Hobby West Concourse Expansion Budget $234M Timeline - CY23 ✈ Southwest Airlines to plan, design and construct 7-9 additional gates on the existing West Concourse ✈ + international and domestic use gates Southwest preferential lease of 5-6 gates 2-3 gates available for other airlines Southwest Airlines to pay costs upfront and receive reimbursement by the City (HAS) Amounts presented reflect estimated total project costs and may include amounts already spent and/or appropriated prior to the Fiscal Year 2021-25 Capital Improvement Plan. 17 HOUSTON AIRPORTS#18HAS CAPITAL IMPROVEMENT PLAN FUNDING SOURCES ($'s in millions) Airport Improvement Fund (AIF) Renewal and Replacement Fund Bonds/Commercial Paper Pay-Go PFCs AIP/FAA Grants Special Facility Debt Total CIP Spend FY2021-2025 $218.2 $40.4 $1,487.6 $406.8 $133.4 $203.7 $2,490.0 ✈ CIP funding sources, as shown, are based on the adopted Capital Improvement Plan for FY 2021-2025 ✈ Funding sources are preliminary and subject to change ✈ No appropriation for CIP spend will be made from the AIF in FY21 per temporary policy prohibiting cash CIP spend (estimated to be $93M), however, those AIF moneys may be used in later years to fund CIP ✈ Additionally, the level of appropriation and spending in FY21 and FY22 are likely to be reduced as a result of the COVID- 19 pandemic ✈ The City has not adopted a revised CIP for the Houston Airport System, but management expects to slow the rate of CIP spending through the end of Fiscal Year 2022 18 HOUSTON AIRPORTS#19FINANCIAL UPDATE HOUSTON AIRPORTS 19#20HAS USE OF $200M CARES ACT GRANT FUNDING Millions $250 $200 -8 $150 + Houston Airports was awarded $200M in CARES Act grant funding CARES Act funds treated as Grants, not as Revenues ✈ $8 million was used to offset a portion of HAS' FY20 annual debt service requirement ✈ HAS plans to use $152M in FY21 $100 200 $50 -125 -27 ✈ $125M to offset subordinate lien debt service ✈ $27M to offset operating expenses (O&M) 40 ✈ Will result in a $90M reduction of the costs allocated to airlines ✈ Annual debt service requirement for Subordinate Lien Bonds, net of PFCs, will be paid by CARES Act reducing debt service requirements, as defined in master bond ordinance, to zero ✈ HAS has not yet allocated the use of approximately $40M of the remaining CARES Act proceeds allowing for risk management $0 FY20 Debt Service FY21 O&M Offset CARES Act Grant FY21 Debt Service FY21 End Balance HOUSTON AIRPORTS 20#21HAS DEBT SERVICE COVERAGE RATIO TREND & PROJECTION ($'s in millions) FY16 FY17 FY18 FY19 FY20 FY21 Estimate Projected Airline Revenues $274.9 $280.9 $287.9 $269.3 $288.0 $194.8 Non-Airline and Other Revenues $220.9 $229.6 $234.5 $248.9 $205.5 $125.9 Gross Revenues $495.8 $510.5 $522.4 $518.2 $493.5 $320.7 Operations and Maintenance Exp. $314.7 $254.5 $326.9 $326.9 $325.5 $298.5 Net Revenues $181.1 $256.0 $195.5 $191.3 $168.0 $22.2 Gross Subordinate Lien Debt Service1 $163.9 $175.0 $174.5 $176.3 $185.2 $183.1 Less: Passenger Facility Charges ($42.3) ($54.7) ($50.6) ($60.6) ($54.0) ($57.7) Less: Grants ($13.9) ($14.2) ($125.4) Net Sub Lien Debt Service $107.7 $120.4 $123.8 $115.7 $117.0 $0 Debt Service Coverage Ratio 1.68x 2.13x 1.58x 1.65x 1.44x N/M² 1 - There is currently no senior lien debt service outstanding 2 - Annual debt service requirement for Subordinate Lien Bonds, net of PFCs, will be paid by CARES Act thereby reducing debt service requirements, as defined in master bond ordinance, to zero. HOUSTON AIRPORTS 21#22HAS AVAILABLE CASH & DAYS CASH ON HAND AVAILABLE CASH (in millions) DAYS CASH ON HAND $600 600 $500 500 $400 400 $300 300 568 545 $509 $485 $450 470 493 $200 $439 200 $100 100 $0 FY18 FY19 FY20 Est FY21 Proj FY18 FY19 FY20 Est FY21 Proj Cash available for operations decreased by $35 million FY19 to FY20, primarily due to airline payment deferrals caused by the COVID-19 Pandemic ✈ Days Cash on Hand declined in FY20 due to airline revenue deferrals and 4Q revenue impacts ✈ Expected increase in FY21 Days Cash on Hand is due to CARES Act grant proceeds and collection of deferred payments *Projections are preliminary and subject to change. 22 HOUSTON AIRPORTS#23HAS PROJECTED CPE BY AIRPORT $20 $15 $10 sis $5 $6.63 $- FY2019 $18.73 $15.81 $13.93 $10.16 $9.23 FY2020 Estimate HOU IAH FY2021 Projection ✈ HAS to use CARES Act proceeds to offset costs to the airlines in FY21 in the form of debt service and O&M expense reductions Airline costs at William P. Hobby Airport (HOU) were reduced from $49M in the FY20 budget to $37M (-24%) in the FY21 budget ✈ Airline costs at George Bush Intercontinental Airport (IAH) were reduced from $236M in the FY20 budget to $153M (-35%) in the FY21 budget ✈ The increase in costs per enplanement in FY21 are a result of an estimated 65% reduction in enplanements in the FY21 budget when compared to the FY20 budget *Projections are preliminary and subject to change. 23 HOUSTON AIRPORTS#24HAS TRANSACTION SUMMARY Par Amount*: Pricing*: Closing*: Security: Use of Proceeds: Ratings: Call Feature*: Interest Payments*: Maturity Dates: Tax Status: Financing Highlights ✈ Series 2020A (AMT) $135,000,000 Series 2020B (Non-AMT) $75,000,000 September 16 and 17, 2020* October 20, 2020* Series 2020C (Taxable) $625,000,000 The Series 2020 Bonds are special obligations of the City which, together with the Outstanding Subordinate Lien Bonds and any Additional Subordinate Lien Bonds hereafter issued, are payable from, and equally and ratably secured by, a lien on the Net Revenues of the Houston Airport System, subject and subordinate to the prior and superior lien of Outstanding Senior Lien Obligations and Additional Senior Lien Obligations, if any, all as defined herein, and certain Funds established pursuant to the Ordinance (i) refund the 2020A Refunded Notes and (ii) pay related costs of issuance of the Series 2020A Bonds Par call on date TBD 2025, 2027-2031, 2033 - 2047* Tax-Exempt, Subject to AMT (i) refund the 2020B Refunded Bonds and (ii) pay related costs of issuance of the Series 2020B Bonds S&P: A/ Moody's: A1 Not subject to redemption prior to maturity January 1 and July 1, commencing January 1, 2021 2026-2030* Tax-Exempt, Non-AMT(Private Activity Bonds) Subordinate Lien bonds, but no long term Senior Lien Bonds are outstanding (i) refund the 2020C Refunded Bonds and (ii) pay related costs of issuance of the Taxable Series 2020C Bonds Par call on date TBD 2022-2032* Federally Taxable ✈ Series 2020A: Approximately $150M of outstanding Senior Lien Commercial Paper will be refunded as subordinate lien fixed rate debt (AMT) Series 2020B: The balance of the Series 2010 VRDO's ($91.9 million) will be refunded as subordinate lien fixed rate debt to take advantage of low rates and eliminate letter of credit fees ✈ Series 2020C: Refunding existing maturities through 2032* as subordinate lien fixed rate debt to achieve present value savings, Refunding Bonds approximately $625 million in par *Preliminary, subject to change 24 HOUSTON AIRPORTS#25HAS CONCLUSION ✈ Houston is the most populous city in Texas and the 4th most populous in the United States ✈ The City and HAS expect to be an integral part of the national economy ✈ The City and HAS entered COVID-19 in a strong financial position ✈ COVID-19 impacted HAS operations, reaching a low in April, but monthly activity through July trends toward recovery with pre-COVID-19 levels expected by FY2024 ✈ $200m of CARES Act funding coupled with budgetary actions and structured refunding savings will be financially beneficial to the System as it operates during the pandemic ✈ Strong management team ✈ Expects to maintain or increase liquidity position with days cash on hand in FY20 at 470 days and an anticipated increase to 493 days cash on hand in FY21 IAH HOU HOUSTON AIRPORTS 25#26HAS PRICING SCHEDULE AND CONTACT INFO Event Release Series 2020ABC POS Price Series 2020ABC Bonds Close Series 2020ABC Bonds Financing Timetable Contact Information Houston Airport System and City of Houston Date September 9, 2020 September 16 and 17, 2020* October 20, 2020* J'Maine Chubb Chief Financial Officer Houston Airport System j'[email protected] Kenneth Gregg Assistant Director FP&A Houston Airport System [email protected] Co-Financial Advisor: Masterson Advisors, LLC Trey Cash Managing Director [email protected] (713) 814-0565 Stephanie Henning Executive Director [email protected] (214) 720-2942 *Preliminary, subject to change Charisse Mosely Deputy Controller City of Houston [email protected] Tina Arias-Peterman Director [email protected] (713) 814-0564 To Schedule a One-on-One Call Please Contact Jason Tejada at Morgan Stanley [email protected]; 646-385-3003 Senior Managing Underwriter: Morgan Stanley Ira Smelkinson Executive Director [email protected] (212) 761-9059 Melissa Dubowski Deputy Director Finance Department, City of Houston [email protected] Co-Financial Advisor: The RSI Group Pam Mobley Managing Partner [email protected] (713) 236-7745 Blaine Brunson Executive Director [email protected] (512) 370-0421 26 HOUSTON AIRPORTS