OFFICIAL STATEMENT DATED MAY 19, 2015 $250,000,000 THE ...

1 NEW ISSUE SUBJECT TO FEDERAL TAXATION OFFICIAL STATEMENT DATED MAY 19, 2015 $250,000,000 THE PORT authority OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, ONE HUNDRED NINETY-FIRST SERIES _____ The Bonds are direct and general obligations of The Port authority of New York and New Jersey pledging the full faith and credit of the Port authority for the payment of principal thereof and interest thereon. The Bonds are secured equally and ratably with all other Consolidated Bonds (which includes Consolidated Notes) heretofore or hereafter issued by a pledge of (a) the net revenues of all existing facilities of the Port authority and any additional facilities which may hereafter be financed or refinanced in whole or in part through the medium of Consolidated Bonds, (b) the General Reserve Fund of the Port authority equally with other obligations of the Port authority secured by the General Reserve Fund and (c) the Consolidated Bond Reserve Fund established in connection with Consolidated Bonds.

2 The Port authority has no power to levy taxes or assessments. The Port authority s bonds, notes and other obligations are not obligations of the States of New York and New Jersey or of either of them, and are not guaranteed by said States or by either of them. _____ DATED : Date of delivery. Maturity: $250,000,000 Bonds due June 1, 2045 Initial Offering Price 100% Subject to Optional Redemption as Set Forth Herein Optional Redemption: The Bonds shall be subject to redemption prior to maturity, in whole, or, from time to time in part, at the Port authority s option, on prior notice on the date to be fixed for redemption in such notice, at 100% of face value on any such date of redemption beginning on June 1, 2025 and thereafter prior to maturity, plus accrued interest until the date fixed for redemption. Interest: Interest on the Bonds shall accrue on and after the date of delivery upon original issuance of the Bonds until the maturity of the Bonds, or to the extent applicable, the prior redemption thereof, and shall be payable semiannually commencing on December 1, 2015, and on each June 1 and December 1 thereafter until the maturity of the Bonds, or, to the extent applicable, the prior redemption thereof, at the stated rate of interest of per annum.

3 Ratings: Each rating below reflects only the view of the ratings service issuing such rating and is not a recommendation by such ratings service to purchase, sell or hold any maturity of the Bonds or as to market price or suitability of any maturity of the Bonds for a particular investor. An explanation of the significance of a rating may be obtained from the ratings service issuing such rating. There is no assurance that any rating on the Bonds will continue for any period of time or that it will not be revised or withdrawn. A revision or withdrawal of a rating on the Bonds may have an effect on the market price of the Bonds. Moody s Investors Service: Aa3 Standard & Poor s: AA- Fitch Ratings: AA- Delivery: The Bonds shall be delivered upon original issuance on or about June 1, 2015, on a full book-entry basis for certain authorized purposes.

4 (See Purposes, p. I- 7, Denominations, Registration and Exchange, p. I-9 and Delivery, p. I-1 1 I-12.) Legal Opinion: In connection with the delivery upon original issuance of the Bonds by the Port authority to the Underwriters (as defined at Underwriters, p. I-1 1), Bond Counsel (see Bond Counsel, p. I-1 0), shall render a legal opinion on such date of delivery, based upon an analysis of existing laws, regulations, rulings and court decisions, to the effect that interest on the Bonds is not excluded from gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code, and that the Bonds and interest thereon are exempt from any and all taxation (except estate, inheritance and gift taxes) imposed directly thereon by the States of New York and New Jersey or by any political subdivision thereof. A complete copy of the proposed form of opinion of Bond Counsel, setting forth its scope and conditions, is set forth at Form of Legal Opinion of Bond Counsel, pp.

5 VII-10 VII-11. Orrick, Herrington & Sutcliffe LLP shall serve as Bond Counsel and Disclosure Counsel for the Port authority in connection with the issuance of the Bonds. General Counsel of the Port authority will pass upon certain legal matters pertaining to the Bonds for the Port authority . Hawkins Delafield & Wood LLP shall pass upon certain legal matters pertaining to the Bonds for the Underwriters. _____ This cover page contains certain information for quick reference only; it is not a summary of the terms of the Bonds. This OFFICIAL STATEMENT must be read in its entirety to obtain information essential to the making of an informed decision with respect to the Bonds. The information and expressions of opinion in this OFFICIAL STATEMENT are subject to change without notice after May 19, 2015, and future use of this OFFICIAL STATEMENT shall not otherwise create any implication that there has been no change in the matters referred to in this OFFICIAL STATEMENT since May 19, 2015.

6 The Port authority has not taken any action in connection with this OFFICIAL STATEMENT or the Bonds that would permit a public offering of the Bonds or the distribution of any information in connection with the Bonds and the Port authority and its finances in any jurisdiction where action for that purpose is required. This OFFICIAL STATEMENT does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Bonds, in any jurisdiction, to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. Barclays BofA Merrill Lynch Citigroup RBC Capital Markets Academy Securities CastleOak Securities, Drexel Hamilton, LLC Rice Financial Products Company The Williams Capital Group, OFFICIAL STATEMENT DATED MAY 19, 2015 $250,000,000 THE PORT authority OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, ONE HUNDRED NINETY-FIRST SERIES The purpose of this OFFICIAL STATEMENT (including the cover page) of The Port authority of New York and New Jersey (the Port authority ) is to describe the Bonds and to give pertinent data with respect to the Port authority and its finances.

7 The information and expressions of opinion in this OFFICIAL STATEMENT are subject to change without notice after May 19, 2015, and future use of this OFFICIAL STATEMENT shall not otherwise create any implication that there has been no change in the matters referred to in this OFFICIAL STATEMENT since May 19, 2015. The Port authority has not taken any action in connection with this OFFICIAL STATEMENT or the Bonds that would permit a public offering of the Bonds or the distribution of any information in connection with the Bonds and the Port authority and its finances in any jurisdiction where action for that purpose is required. This OFFICIAL STATEMENT does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Bonds, in any jurisdiction, to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

8 The execution of this OFFICIAL STATEMENT has been duly authorized by the Port authority . THE PORT authority OF NEW YORK AND NEW JERSEY _____ Authorized Officer DATED : New York, New York, May 19, 2015 (i) TABLE OF CONTENTS Page I. INTRODUCTION AND SECURITIES BEING OFFERED .. I-1 Description of the Port authority .. I-1 General .. I-1 Facilities .. I-1 Finances .. I-2 Financial Statements .. I-2 Annual Budget .. I-3 2014-2023 Capital Plan .. I-4 Annual Operating Results .. I-4 Certain Subpoenas and Other Matters .. I-5 Description of the Bonds .. I-7 Security .. I-7 Purposes .. I-7 DATED .. I-7 Maturity Date .. I-7 Optional I-7 Interest .. I-7 State and Local Tax Exemption and Federal Income Taxability of the Bonds .. I-7 Certain Tax Considerations Pertaining to the Bonds.

9 I-8 Denominations, Registration and Exchange .. I-9 Payments .. I-9 Notices of Redemption .. I-9 Legality for Investment and Eligibility for Deposit in the States of New York and New Jersey .. I-10 Registrar .. I-10 Paying Agent .. I-10 Trustee .. I-10 Bond Counsel .. I-10 Disclosure Counsel .. I-10 Financial Advisor to the Port authority .. I-10 Independent Auditors .. I-11 Underwriters .. I-11 Underwriters Counsel .. I-11 Contracts with Registered Holders of the Bonds .. I-11 Delivery .. I-11 Investment Policies of the Port authority .. I-13 Insurance .. I-13 Property Damage and Loss of Revenue Insurance Program .. I-13 Public Liability Insurance Programs .. I-13 Construction Insurance Programs .. I-14 Port authority Insurance Captive Entity, LLC .. I-14 Claims and Certain Litigation Against the Port authority .. I-15 Certificate With Respect to Litigation.

10 I-15 Underwriting .. I-15 Certificate With Respect to the Preliminary OFFICIAL STATEMENT and this OFFICIAL STATEMENT .. I-16 Certain Information Pertaining to this OFFICIAL STATEMENT , Continuing Disclosure and the Port I-16 II. DESCRIPTION OF THE PORT authority AND ITS FACILITIES .. II-1 Management .. II-1 Board of Commissioners .. II-1 Staff .. II-2 Organization Chart .. II-4 Certain Ongoing Port authority Governance Initiatives .. II-5 Code of Ethics and Financial Disclosure .. II-5 Operations and Annual Budget .. II-7 Page Navigant/Rothschild 2012 Reports on the Port authority .. II-7 The Impact of Superstorm Sandy on the Port authority .. II-7 2014 Operating Results .. II-7 2015 Annual Budget Compared to 2014 Actual Expenditures .. II-8 Staffing Levels .. II-8 Operating and Construction Costs .. II-8 Certain Information With Respect to Security Initiatives at Port authority Facilities.