Commissioners                                               Tay Yoshitani 
Chief Executive Officer 
John Creighton 
Chair and President 
Bill Bryant                                    P.O. Box 1209 
Patricia Davis                           Seattle, Washington 98111 
Lloyd Hara                             www. portseattle.org 
Gael Tarleton                              206.728.3000 

An audio of the meeting proceedings and meeting materials are available on the Port of
Seattle web site - 
http://www.portseattle.org/about/organization/commission/commission.shtml 
(The approximate point in the audio recording for the specific item is identified by
minutes and seconds; example: 01:30.) 
APPROVED MINUTES 
COMMISSION SPECIAL WORK SESSION OCTOBER 21, 2008 
The Port of Seattle Commission met in a special work session at 3:00 p.m., Tuesday,
October 21, 2008 in the Commission Chambers at Pier 69, 2711 Alaskan Way, Seattle,
WA. Commissioners Bryant, Creighton, Davis, Hara and Tarleton were present. 
1.     CALL TO ORDER 
The special work session was called to order at 3:07 p.m. by John Creighton, Chair and
President. 
EXECUTIVE SESSION pursuant to RCW 42.30.110 
None. 
PLEDGE OF ALLEGIANCE 
2.     APPROVAL OF MINUTES 
(00:00:56) Motion for approval of minutes of the Regular Meeting of September 9,
2008  Bryant 
Motion carried by the following vote: 
In Favor: Bryant, Creighton, Tarleton 
Commissioners Davis and Hara were absent from the subject meeting. 
3.     (00:01:24) Request for approval to use general Airport funds to provide
temporary funding of the Consolidated Rental Car Facility (CRCF) project and,
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TUESDAY, OCTOBER 21, 2008                         P. 2 
along with Customer Facility Charge (CFC) revenue, allow for continuation of
project construction on schedule. 
Request Document: Commission agenda memorandum dated October 6, 2008 from Jim
Schone, Director, Aviation Business Development, George England, Program Leader,
Landside/Stormwater, and Elizabeth Morrison, Senior Manager, Corporate Finance. 
Presenters: Mr. Schone, Mr. England, and Ms. Morrison 
Ms. Morrison briefed the Commission on a proposed modification to the earlier proposed
plan for the funding of the Consolidated Rental Car Facility at Seattle-Tacoma
International Airport, including applying general Airport funds to provide interim
funding for the project, while pursuing a long-term funding strategy. It was estimated
that approximately $20M dollars in funds would be used to supplement funds received
from Airport customer facility charges. 
Responding to prior Commission request as to a possible exit strategy, it was proposed
that staff return to the Commission in January, 2009, with an update on the credit
markets, with feasible approaches to financing, and by the end of February recommend a
financing strategy approach or a recommendation that the project be terminated. 
Commissioner Creighton referenced a letter from Lorie Tallarico, Chairperson, Seatle
Participating Rental Car Companies, which had recently been submitted to the
Commission, in support of the staff"s proposed plan. A copy of Ms. Tallarico"s letter, is
by reference, made a part of these minutes; is marked Exhibit "A"; and is on file in Port
offices. 
In response to Commissioner Creighton"s question as to whether or not the proposed
strategy had been accepted by all of the rental car companies, Mr. Schone gave assurance
that it had been reviewed by the companies and their support was unanimous. 
Commission Tarleton stated her support of the project, and suggested the following
modification of the proposed approval  "That the use of general Airport funds be
approved up to, but not to exceed $20M without returning to the Commission", along
with the agreement that staff return to report to the Commission in January, 2009 and
then again in February. 
Commissioner Hara suggested that staff look at other alternatives for the project,
including how it might be temporarily slowed down, as well as looking at the overall
costing of the project. 
Commissioner Bryant stated that he did not believe an exit strategy had yet been
proposed, and suggested he would like to see proposals of what could be done between
the current time and February, 2009. He stated that he would like to see a way in which
the proposed bonds might be made more attractive to potential customers, as well as
getting the bonds exempted from the alternative minimum tax. 
Motion for approval of Item 3, as proposed by Commissioner Tarleton: 
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TUESDAY, OCTOBER 21, 2008                         P. 3 

Approve to use general Airport funds up to, and not to exceed $20 M to provide
temporary funding of the Consolidate Rental Car Facility Project, and along with
Customer Facility Charge revenue, allow for continuation of project construction on
schedule.
Motion carried by the following vote: 
In Favor: Creighton, Davis, Hara, Tarleton (4) 
Opposed: Bryant (1) 
Following the vote, Commissioner Hara provided clarification of direction to staff to
return to Turner Construction to work with their schedule in order to preserve funds. 
Commissioners also reiterated that staff should provide frequent updates on possible exit
strategies for the project as well as strategies regarding involved bonds. 
4.     ITEM WITHDRAWN - Request for authorization for Chief Executive Officer
to sign Settlement Agreement with the Malarkey Parties, the Duwamish Parties, the
City of Seattle and King County regarding Terminal 117 Site and Lower Duwamish
Site Cleanup Costs, and Natural Resource Damage Liability 
5.     (00:33:45) Briefing on Airport, Seaport and Real Estate Operating and
Capital Budgets 
Presentation Documents: Commission agenda memorandum dated October 13, 20008
from Michael Tong, Corporate Budget Manager and computer slide presentation titled,
"2009 Preliminary Budget." 
Presenters: Aviation Division  Mark Reis, Managing Director, Aviation and Borgan
Anderson, Manager, Aviation Finance and Budget; Seaport Division  Wayne Grotheer,
Director, Seaport Asset and Finance Management and Boni Buringrud, Manager, Seaport
Finance and Budget 
Topics reviewed: 
(00:34:02) Aviation Division ** Mr. Reis noted that there was additional updated
information included in the presentation. All information is included within these
minutes. 
Key Assumptions 
Financial Goals 
Business Plan Forecast 
CPE Forecast 
2009 Operating Budget 
o  Overview 
o  Risks 
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o  Budget Summary 
o  Target and Cost Drivers 
o  Increases Absorbed 
o  New Costs Absorbed 
o  New Initiatives 
o  Proposed Target Exceptions 
o  Summary of Budget Requests 
o  Expense Summary 
o  Full-time Equivalents (FTEs) 
o  Airline Costs/Revenues 
o  Non-Airline Revenues 
o  Key Measures 
o  Budget Summary vs. Financial Goals 
Capital Budget 
o  Overview 
o  Summary 
o  Proposed New Projects 
o  CIP Cuts 
o  CIP Reduced Cash Flows  2009 
o  CIP by Major Project 
o  Risks/Priorities 
Following the Aviation Division presentation, Commissioners requested that due to time
constraints, only the Seaport operating budget be presented at this time and a special
meeting be held the following week to address the remaining budget items. 
(01:59:54) Seaport Division: 
2009 Seaport Strategies 
Critical 2009 Work 
2009 Metrics 
Key Revenue Assumptions / Market Outlook 
Expense Issues 
Org Revenues By Group 
o  Containers & Support Properties 
o  Cruise & Industrial Properties 
Expense Budget 
Initiatives 
Full-time Equivalents (FTEs) 
Org Expenses by Group 
Budget Summary 
o  Containers 
o  Cruise 
Risks 

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Responding to Commission suggestion, a special meeting would be scheduled for staff to
present the remaining budget information regarding the Seaport Capital budget and the
Real Estate operating ant capital budgets. 

6.     ADJOURNMENT 
There being no further business, the meeting was adjourned at 5:42 p.m. 
(A digital recording of the meeting is available on the Port"s website.) 

Bill Bryant 
Secretary 













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