PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      4e 
ACTION ITEM 
Date of Meeting    November 4, 2014 
DATE:    October 15, 2014 
TO:      Theodore J. Fick, Chief Executive Officer 
FROM:   Craig R. Watson, General Counsel 
Elizabeth Morrison, Director, Corporate Finance 
SUBJECT:  Municipal Continuing Disclosure Cooperation 
ACTION REQUESTED 
Request Commission authorization for the Chief Executive Officer to submit information to the
Securities and Exchange Commission (SEC) under the Municipal Continuing Disclosure
Cooperation (MCDC) initiative and consent to settlement terms, if any, applicable under the
MCDC initiative. 
SYNOPSIS 
In March of 2014, the SEC initiated the MCDC program to encourage issuers and underwriters
to voluntarily disclose misstatements in bond official statements regarding continuing disclosure
compliance. Issuers who participate in the program will be offered favorable settlement terms, if
applicable, potentially including a cease and desist order, but no monetary penalties.  The Port
has always filed the operating and financial report as required, but inadvertently did not file the
audited financial statements for 2006, 2007 and 2009 at the same time. This was corrected and
disclosed to investors in 2011. Prior to the discovery of this oversight, the Port erroneously
stated in several bond offering documents that it had fully complied with its continuing
disclosure requirements. This misstatement occurred in three official statements in 2010 and
early 2011. Staff recommends that the Port also submit this information to the SEC under the
MCDC program. 
BACKGROUND 
Issuers of municipal bonds, including the Port, are required to provide continuing disclosure to
the market.  This consists of annually submitting an update of the operating and financial
information originally disclosed in the initial offering document and audited financial statements.
For the Port, this information must be posted by June 30, for the prior year. In addition, issuers
must submit material event notices if any one of 14 specified events occur; notices must be
posted within 10 days of the occurrence.
Initially, issuers submitted disclosure to multiple Nationally Recognized Municipal Securities
Information Repositories (NRMSIRs). These were private companies that were accessible by
fee only and were inconsistent in the storage and dissemination of information. Widespread

Template revised May 30, 2013.

COMMISSION AGENDA 
Theodore J. Fick, Chief Executive Officer 
October 15, 2014 
Page 2 of 3 
dissatisfaction with this system led to the creation of the Electronic Municipal Market Access
(EMMA) system. Unlike the NRMSIRs, EMMA is accessible on the Internet at no cost.
EMMA became the sole repository in July 2009 and the Port made its first annual disclosure
submission to the site in June 2010.
The Port initiated a review of its disclosure on EMMA in 2011 as an effort to clean up naming
conventions and organize information in a more accessible way. As part of the review, the Port
discovered that the 2009 audited financial statements had not been posted on EMMA by the June
30, 2010, deadline. The 2009 audit had been posted on EMMA 20 days after the deadline as part
of a bond official statement and was available on the Port's website. The Port took corrective
action and posted the 2009 audit in May of 2011. The Port also added prior years ' disclosure
information (including the audited financial statements for 2006 and 2007) in an effort to provide
easier access to investors.
In November 2011, in preparation for a bond sale, the Port's underwriter undertook a review of
the Port's continuing disclosure that included a review of the postings on both EMMA and the
NRMSIRs. The underwriter discovered that the Port's audited financial statements for 2006 and
2007 were not posted on the NRMSIRs. The official statement for the bond offering (and all
subsequent bond offerings) included disclosure that the Port had not posted the audited financial
statements for 2006, 2007, and 2009 along with the operating and financial report. 
Although the posting errors were discovered, corrected and disclosed in 2011, there were three
bond offerings prior to the discovery that misstated the Port's compliance with its continuing
disclosure requirements.  The MCDC program is seeking information about these types of
misstatements and providing issuers with the opportunity to provide this information under
favorable terms. The deadline for underwriters to file MCDC reports of misstatements was in
September and the senior managing underwriters for the Port's three affected transactions
provided their information to the SEC at that time.  The deadline for submission by issuers is 
December 1, 2014. Staff recommends submitting information pursuant to MCDC.
The Port has engaged Applied Best Practices (ABP) to do an independent review of the Port's
continuing disclosure posting on both EMMA and the NRMSIRs. Based on ABP's report, there
are no other substantive issues. The report has been reviewed by counsel and submission will be
prepared as appropriate.
FINANCIAL IMPLICATIONS 
There are no financial implications. In the event the SEC deems the Port's reported information
"material," it can recommend a settlement consisting of a cease and desist order that may include
compliance with certain conditions, such as the development of policies, procedures and training
regarding continuing disclosure obligations. No monetary penalties would be incurred as a result
of reporting under the MCDC Initiative.

COMMISSION AGENDA 
Theodore J. Fick, Chief Executive Officer 
October 15, 2014 
Page 3 of 3 
ATTACHMENTS TO THIS REQUEST 
None 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
None