COMMISSION 
AGENDA MEMORANDUM                        Item No.          6d 
ACTION ITEM                            Date of Meeting       May 22, 2018 
DATE:     April 20, 2018 
TO:        Stephen Metruck, Executive Director 
FROM:    Elizabeth Morrison, Director, Corporate Finance 
SUBJECT:  Resolution No. 3749  issuance and sale of intermediate lien revenue bonds in the
aggregate principal amount of not to exceed $700,000,000 
ACTION REQUESTED 
Request Commission adoption of Resolution No. 3749: A resolution of the Port Commission of
the Port of Seattle authorizing the issuance and sale of intermediate lien revenue bonds in one
or more series in the aggregate principal amount of not to exceed $700,000,000, for the
purpose of financing or refinancing capital improvements to aviation facilities; setting forth
certain bond terms and covenants; and delegating authority to approve final terms and
conditions and the sale of the bonds. 
EXECUTIVE SUMMARY 
Commission authorization is requested to issue fixed rate intermediate lien revenue bonds (the
"Bonds") inthe principal amount of not to exceed $700,000,000 (including a reserve fund
deposit, capitalized interest and cost of issuance) to fund the costs of capital improvements at
the Airport (Exhibit A).
JUSTIFICATION 
The 2018-2022 Draft Plan of Finance for the Airport, presented to the Commission October 17,
2017, forecasted future revenue bond funding of $1.87 billion of Airport capital projects.
Approximately $562 million of that bond funding need is projected to be met in 2018 by the
issuance of the Bonds. The Bonds will be secured by all of the net operating revenues of the
Port after the payment of First Lien Revenue Bond obligations.  The actual debt service
(principal and interest) payments will be made from Airport net revenues.   Debt service
payments will be included in the airlines rates and charges per SLOA IV as appropriate. The cost
per enplaned passenger forecast presented in the 2018 budget included this debt service.
The major projects that will receive some or all of their funding from the Bonds include the
International Arrivals Facility, North Satellite Improvements, restroom upgrades, Safedock, and a
variety of other projects to improve the efficiency and safety of the Airport; a list of projects
currently identified for 2018 Bond funding is provided in Exhibit A. If project spending is delayed,
Bond proceeds may be redirected to other projects within the limits established by the tax code;

Template revised September 22, 2016.

COMMISSION AGENDA  Action Item No. _6d__                               Page 2 of 5 
Meeting Date: May 22, 2018 
the use of any Bond proceeds is identified in project authorization requests and no Bond
proceeds can actually be spent on any projects without the appropriate project authorization.
The total Bond amount will also include proceeds sufficient to pay costs of issuance, to fund the
required debt service reserve and to pay a portion of the interest on the Bonds during
construction (capitalized interest) as appropriate. 
The Port's debt management program takes a conservative approach of issuing primarily fixed
rate bonds. This approach allows for predictable debt service payments, but interest rates are
based on higher long-term rates.  To help reduce debt service costs, the Port also issues a
modest amount of variable rate debt  targeting no more than 25% of the Port's total debt.
Currently, the Port has approximately 7% of its debt in a variable rate mode. Although variable
rates fluctuate during the term of the debt, the total interest cost over the term of the debt
should be expected to be lower than the total interest cost of fixed rate long-term debt and, for
Airport bonds, lower costs are passed on to the airlines. Current long-term fixed rates remain
favorable, so staff is not recommending the use of variable rate debt at this time, but does
expect that future bond issues may include all or a portion of variable rate bonds. 
DETAILS 
The Bonds are being issued pursuant to the Intermediate Lien Master Resolution No. 3540 and
this Resolution No. 3749. The Bonds will be issued in two series of private activity bonds
exempt from regular federal income tax, but subject to the Alternative Minimum Tax (AMT) or
as taxable bonds if taxable interest rates are favorable. Most of the projects have long asset
lives appropriate for long-term bonds, and those projects are expected to be funded with one
series of bonds having a final maturity estimated to be 25 years. Approximately $88 million of
the projects have shorter asset lives and therefore may be funded with a series of bonds that
have a shorter final maturity estimated to be ten years.
Resolution No. 3749 is similar in all material respects to other Intermediate Lien Series
Resolutions and provides for a contribution to the common debt service reserve fund that
provides security for all intermediate lien bonds. 
The Resolution delegates to the Port's Executive Director the authority to approve interest
rates, maturity dates, redemption rights, interest payment dates, and principal maturities for
the Bonds (these are generally set at the time of pricing and dictated by market conditions at
that time).  Commission parameters that limit the delegation are a maximum bond size,
maximum interest rate and expiration date for the delegated authority. If the Bonds cannot be
sold  within  these  parameters,  further  Commission  action  would  be  required.    The
recommended delegation parameters are: 
Maximum size:                     $700,000,000 
Maximum interest rate:                 5.25% 
Expiration of Delegation of Authority:  six months 

Template revised September 22, 2016.

COMMISSION AGENDA  Action Item No. _6d__                               Page 3 of 5 
Meeting Date: May 22, 2018 
Upon adoption, Resolution No. 3749 will authorize the Designated Port Representative (the 
Executive Director or the Chief Financial Officer) to approve the Bond Purchase Contract, the official
statement, pay the cost of issuance and take other action appropriate for the prompt execution and
delivery of the Bonds. The Bonds will be sold through negotiated sale to J.P. Morgan Securities LLC;
Barclays Capital Inc.; Goldman Sachs & Co. LLC; Morgan Stanley and Co. LLC.; and two small firms,
Drexel Hamilton, LLC (a disabled veterans firm); and Siebert Cisneros Shank & Co., LLC (a minority
firm).  Piper Jaffray is serving as Financial Advisor, K&L Gates LLP is serving as bond counsel and
Pacifica Law Group is serving as disclosure counsel on the transaction. 
ALTERNATIVES AND IMPLICATIONS CONSIDERED 
Alternative 1  Issue bonds for a smaller amount of project spending. 
Pros: 
(1)   Reduces the amount of bonds sold in 2018. 
Cons: 
(1)   A number of projects are under contract and spending quickly.  By delaying a portion
of the bond issue, the Port could risk a funding shortfall in 2019. 
(2)   Exposes the Port to the risk of rising long-term interest rates. 
This is not the recommended alternative. 
Alternative 2  Issue a combination of fixed rate and variable rate bonds in 2018. 
Pros: 
(1)   Adds additional variable rate debt.  The Port currently has about 7% of its debt in
variable form, at the low end of its target range. 
(2)   Variable rate interest costs tend to be lower on average over time and can reduce
interest costs. 
Cons: 
(1)   Reduces the amount of variable rate capacity for future years. 
(2)   More complex, requiring two separate bond issues. 
This is not the recommended alternative. 
Alternative 3  Issue fixed rate Intermediate Lien bonds. 
Pros: 
(1)   Provides sufficient funding for projects under contract. 
(2)   Takes advantage of current favorable long-term rates. 
(3)   Preserves variable rate capacity for a higher interest rate environment. 
Cons: 
(1)   Leaves the Port at the low end of it variable rate debt target. 
This is the recommended alternative. 

Template revised September 22, 2016.

COMMISSION AGENDA  Action Item No. _6d__                               Page 4 of 5 
Meeting Date: May 22, 2018 
ATTACHMENTS TO THIS REQUEST 
Draft Resolution No. 3749 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
May 8, 2018  Introduction of Resolution No. 3749 
October 24, 2017  The Commission was briefed on the 2018-2022 Draft Plan of Finance 















Template revised September 22, 2016.

COMMISSION AGENDA  Action Item No. _6d__                               Page 5 of 5 
Meeting Date: May 22, 2018 

EXHIBIT A 

Service Tunnel Renewal/Replace 
Ground Service Equipment Electrical Charging Stations 
Airfield Pavement Program 
NS NSAT Renovation NSTS Lobbies 
International Arrivals Facility-IAF 
Checked Bag Recap/Optimization 
Concessions Infrastructure 
Mechanical Energy Conservation (CA) 
C3 Hold room Expansion 
Restroom Upgrades Concourse B, C, D 
Electric Utility SCADA 
N. Terminals Utilities Upgrade 
CT Infrastructure Upgrade Project 
Concourse C New Power Center 
SSAT Narrow Body Configuration 
Passenger Loading Bridge Renew & Replace Phase 2 
SSAT Structural Improvements 
Security Exit Lane Breach Ctrl-Ph2 
Surface Area Management System 
Safedock Upgrade & Expansion 
Replace Variable Frequency Drive 
Arc Flash Mitigation 
Terminal Security Enhancements 
Fire Station - Westside 
Employee Security Screening 
Central Terminal Enhancements 
Airport Signage Phase 1 
ASL Conversion at Checkpoints 
CDD & CPO Office Relocation 





Template revised September 22, 2016.