PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.       6c 
ACTION ITEM             Date of Meeting   February 26, 2013 

DATE:    February 13, 2013 
TO:      Tay Yoshitani, Chief Executive Officer 
FROM:   Elizabeth Morrison, Director, Corporate Finance 
SUBJECT:  Resolution No. 3676 authorizing the sale and issuance of limited tax
general obligation refunding bonds of the Port in the aggregate principal
amount of not to exceed $115,000,000; and authorizing a Designated Port
Representative to approve certain matters relating to the bonds including
the manner of sale of the bonds. 
ACTION REQUESTED: 
Request First Reading of Resolution No. 3676: A Resolution of the Port Commission of the Port
of Seattle, authorizing the sale and issuance of limited tax general obligation refunding bonds of
the Port in the aggregate principal amount of not to exceed $115,000,000; and authorizing a
Designated Port Representative to approve certain matters relating to the bonds including the
manner of sale of the bonds; approval of the bid offering, acceptance of bids for the bonds (if the
GO refunding bonds are sold by competitive sale) or a purchase contract (if the bonds are sold by
negotiated sale), execution of all documents and actions necessary to sell and deliver the bonds,
preparation and dissemination of a preliminary official statement and final official statement;
appointing an escrow agent and authorizing the execution of an escrow agreement; and providing
for continuing disclosure. 
SYNOPSIS: 
Commission authorization is requested to issue G.O. Refunding Bonds in multiple series in an
amount estimated not to exceed $115 million (including cost of issuance) to refund approximately
$105 million outstanding G.O. Bonds (See Exhibit A). The G.O. Refunding Bonds are being
issued primarily for the purpose of achieving a minimum aggregate debt service savings of four
percent and, to a lesser degree, to remediate tax issues arising from the sale of certain Seaport
property; there is no new project funding associated with this transaction. The actual amounts
refunded and the associated savings will be based on market conditions at the time of the bond
sale. 
BACKGROUND: 
The Port's on-going debt management program includes the monitoring of existing debt for
opportunities to refund at lower interest rates and reduce debt service. The current low interest
rate environment offers an opportunity to potentially refund G.O. bonds issued in 2004 and meet
or exceed the Port's debt service savings target. The 2004 Series A bonds are governmental

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
February 13, 2013 
Page 2 of 4 
purpose bonds and can be refunded with tax-exempt bonds prior to their call date. The 2004
Series B bonds are private activity bonds subject to the Alternative Minimum Tax (AMT). AMT
interest rates are comparable to taxable interest rates, so the bonds can be refunded as taxable
bonds which have fewer compliance requirements. 
In 2004, the Port issued G.O. bonds Series A and B for the purpose of funding the costs of
several projects including dredging the East Waterway, redevelopment of Terminal 46 (including
purchasing cranes), portions of the Terminal 18 expansion, construction of several berths at
Terminal 91 and some improvements at Fishermen's Terminal. At the same time, the Port issued
2004 Series C to refund bonds issued in 1994 to fund the costs of the Terminal 5 expansion
project. The Series A and B bonds can be refunded for savings.
The Port generally issues bonds that are exempt from Federal income tax, but subject to certain
restrictions regarding the use of the bond proceeds. As the Port's businesses needs change, the
use of certain facilities, property or equipment originally funded with tax-exempt bond proceeds
may also change. Recently, the Port has agreed to transfer certain property and equipment to
private sector entities that do not have authority to issue tax-exempt bonds, specifically, the
Seaport is selling container cranes to its tenant at Terminal 46 and has transferred property to
BNSF Railway Company (BNSF) through a land swap at Terminal 5. These transfers of
ownership to private parties of property funded with still outstanding tax-exempt bonds require
remediation. In this case, the remediation will be achieved by refunding the tax-exempt bonds
with taxable bonds. The cranes at Terminal 46 were purchased with a combination of general
fund cash, 2004 B bond proceeds and 2000 B bond proceeds (refunded in 2011). The 2004 B
bonds are being refunded for savings as taxable bonds so no additional remediation is required.
A pro rata portion of the 2011 AMT bonds will need to be refunded with taxable bonds and will
generate negative savings. The land at Terminal 5 that was transferred to BNSF in exchange for
their property was partly funded with proceeds from bonds issued in 1994 and refunded with the
2004 C G.O. bonds; a pro rata portion of the 2004 G.O. bonds will also be refunded at negative
savings for remediation. Exhibit A provides details of the bonds proposed for refunding and the
positive and negative savings associated with those bonds.
ADDITIONAL BACKGROUND: 
The G.O. Refunding Bonds are being issued pursuant to the Resolution No. 3676. The G.O.
Refunding Bonds will be issued in two series based on their tax status. The tax status is based on
the use of the bond proceeds. Series A will be governmental purpose bonds exempt from all
federal income tax and will be issued to refund existing governmental purpose bonds. Series B
will be taxable bonds, subject to federal income tax and will be issued to refund existing taxexempt
bonds.
Resolution No. 3676 is similar in all material respects to other G.O. Bond Resolutions. G.O.
bonds are backed by the full faith and credit of the Port and require that the Port levy taxes
sufficient, along with other funds, to meet the G.O. bond obligations. These G.O. Refunding
Bonds are for refunding purposes only and not for funding any new spending.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
February 13, 2013 
Page 3 of 4 
The Resolution delegates to the Designated Port Representative (the Port's Chief Executive
Officer or the Port's Chief Financial and Administrative Officer) the authority to approve the
sale of the bonds within parameters established by the Commission. Commission parameters
that limit the delegation are a maximum bond size, minimum savings rate and expiration date for
the delegated authority. If the G.O. Refunding Bonds cannot be sold within these parameters,
further Commission action would be required. The recommended delegation parameters are: 
Maximum size:     $115,000,000 
Minimum aggregate debt service savings:   4.00% 
Expiration of Delegation of Authority:     six months from final passage 
Upon adoption, Resolution No. 3676 will authorize the Designated Port Representative to select
the manner of sale, approve the final sale terms, execute the escrow agreement, pay the cost of
issuance and take other action appropriate for the prompt execution and delivery of the G.O.
Refunding Bonds. Unlike most Port bonds that are sold through a negotiated process with the
Port's underwriting team, the 2013 G.O. bonds are expected to be sold through a competitive
sale in which, any bank can bid on the Bonds. The Port's debt management procedures allow for
competitive sales for appropriate transactions where, in consultation with the Port's Financial
Advisor, a competitive sale is expected to provide better results than a negotiated sale. 
Competitive sales are well suited to transactions that have a relatively simple, high quality credit
like the Port's G.O. bonds sold in relatively stable market environments. Should conditions
change and a negotiated transaction become advisable, the Resolution provides for the
Designated Port Representative to change to a negotiated sale.
Seattle-Northwest Securities Corporation, Inc. is serving as Financial Advisor and K&L Gates
LLP is serving as bond counsel on the transaction. 
OTHER DOCUMENTS ASSOCIATED WITH THIS REQUEST: 
Resolution No. 3676 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS: 
October 23, 2012, Commission was briefed on the 2013-2017 Draft Plan of Finance
including potential refunding opportunities for 2013. 
January 22, 2013, Commission was briefed on the refunding resolution.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
February 13, 2013 
Page 4 of 4 

Exhibit A 
Candidates for 2013 Bond Refunding (1) 
Outstanding  $ Amount to  Tax Status    Call Date    Purpose     Present
Bonds    be Refunded                                Value
Savings ($
million)(2) 

Series 2013A  Non-AMT 

2004A      32,510,000   Governmental,  11/1/2013    Savings        5.80 
Non-AMT 

Series 2013B  Taxable 

2004B       70,340,000   Private      11/1/2013    Savings &      6.35 
Activity, AMT            Remediation 

2004C       820,000   Private      Non-callable,  Remediation     -0.03 
Activity, AMT  final maturity:
11/1/2019 

2011(AMT)    1,200,000   Private      6/1/2021     Remediation     -0.10 
Activity, AMT 

TOTAL    104,870,000                           12.02 
(1) Actual refunded bonds will depend on market conditions 
(2) Estimate based on current market, actual savings will depend on market conditions