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Citigroup BB&T Capital Markets Bofa Merrill Lynch Drexel Hamilton, LLC Jackson Securities J.P

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Citigroup BB&T Capital Markets Bofa Merrill Lynch Drexel Hamilton, LLC Jackson Securities J.P NEW ISSUE — SUBJECT TO FEDERAL TAXATION OFFICIAL STATEMENT DATED SEPTEMBER 27, 2011 $1,000,000,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, ONE HUNDRED SIXTY-EIGHTH 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. 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 Date: October 1, 2051, subject to mandatory periodic retirement prior to maturity. (See “Mandatory Periodic Retirement,” below and p. I-9). Optional Redemption: The Bonds shall not be subject to redemption prior to maturity at the Port Authority’s option. Mandatory Periodic Retirement: When necessary to meet the schedule of mandatory periodic retirement for the Bonds, the Bonds shall be subject to redemption on prior notice on October 1, 2047 and on any October 1 thereafter prior to maturity, at 100% of face value, 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 April 1, 2012 and on each October 1 and April 1 thereafter until the maturity of the Bonds, or to the extent applicable, the prior redemption thereof, at the stated rate of interest of 4.926% per annum. 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 the Bonds or as to market price or suitability of the Bonds for a particular investor. An explanation of the significance of a rating may be obtained from the rating 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: Aa2 Standard & Poor’s: AA- Fitch Ratings: AA- Delivery: The Bonds shall be delivered upon original issuance on or about October 6, 2011, on a full book-entry basis for certain authorized purposes. (See “Purposes,” p. I-8, “Denominations, Registration and Exchange,” pp. I-9 — I-10 and “Delivery,” pp. I-13 — I-14.) Legal Opinion: In connection with the delivery upon original issuance of the Bonds by the Port Authority to the Underwriters (as defined at “Underwriting,” pp. I-26 — I-27), General Counsel of the Port Authority shall render a legal opinion on such date of delivery, to the effect that the Bonds and interest (including that portion of any original issue discount accruing in any year) thereon will be 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, to the extent and as set forth in the legal opinion of General Counsel of the Port Authority. (See “Delivery,” pp. I-13 — I-14 and “Form of Legal Opinion of General Counsel of the Port Authority,” pp. VII-11 — VII-13.) Certain legal matters will be passed upon for the Underwriters by Orrick, Herrington & Sutcliffe LLP and Winston & Strawn LLP, co-counsel to the Underwriters. Certain Federal Tax Matters: The legal opinion to be rendered as aforesaid will also indicate that General Counsel of the Port Authority is of the opinion that interest (including that portion of any original issue discount accruing in any year) on the Bonds will not be excluded from gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”). No other opinion will be expressed by General Counsel of the Port Authority with respect to the consequences of the acquisition, ownership, sale, exchange, redemption, retirement or other disposition of the Bonds arising under the Code. (See “Delivery,” pp. I-13 — I-14 and “Form of Legal Opinion of General Counsel of the Port Authority,” pp. VII-11 — VII-13). 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 September 27, 2011, 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 September 27, 2011. 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. Citigroup BB&T Capital Markets BofA Merrill Lynch Drexel Hamilton, LLC Jackson Securities J.P. Morgan Lebenthal & Co., LLC Morgan Stanley Rice Financial Products Company The Williams Capital Group, L.P. OFFICIAL STATEMENT DATED SEPTEMBER 27, 2011 MATURITY DATE, STATED RATE OF INTEREST AND INITIAL OFFERING PRICE $1,000,000,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, ONE HUNDRED SIXTY-EIGHTH SERIES 4.926% BONDS DUE OCTOBER 1, 2051 — INITIAL OFFERING PRICE 100% SUBJECT TO REDEMPTION PRIOR TO MATURITY TO MEET THE SCHEDULE OF MANDATORY PERIODIC RETIREMENT OFFICIAL STATEMENT DATED SEPTEMBER 27, 2011 $1,000,000,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, ONE HUNDRED SIXTY-EIGHTH 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 Port Authority of New York and New Jersey Consolidated Bonds, One Hundred Sixty-eighth Series (the “Bonds”) and to give pertinent data with respect to the Port Authority and its finances. The information and expressions of opinion in this Official Statement are subject to change without notice after September 27, 2011, 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 September 27, 2011. 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. The information set forth below provides a brief summary of offering restrictions in certain jurisdictions outside of the United States. Notice to Prospective Investors in the Canadian Provinces of British Columbia, Ontario and Québec The offering of the Bonds in Canada is being made in the Provinces of British Columbia, Ontario and Québec (each, a “Canadian Jurisdiction” and collectively, the “Canadian Jurisdictions”) pursuant to exemptions from the prospectus requirements of applicable securities laws. The Bonds will be offered to “accredited investors” in the Canadian Jurisdictions pursuant to section 2.3 (the “Accredited Investor Exemption”) of National Instrument 45-106 — Prospectus and Registration Exemptions of the Canadian Securities Administrators (“NI 45-106”). Under the Accredited Investor Exemption, a subscriber or any principal on whose behalf the subscriber is acting as agent (a “Canadian Purchaser”) must qualify as an “accredited investor”, as such term is defined in NI 45-106. All Canadian Purchasers of the Bonds will be required to execute a subscription agreement which will contain representations, warranties, covenants and acknowledgments of the Canadian Purchaser to establish the availability of such exemption and to ensure compliance with applicable Canadian securities laws. Resale Restrictions The Bonds acquired by Canadian Purchasers hereunder may not be sold, transferred or otherwise disposed of in any manner unless such sale, transfer or disposition complies with the resale restrictions of the securities laws of the Canadian Jurisdictions. Pursuant to applicable Canadian provincial and territorial securities laws, the Bonds acquired by a Canadian Purchaser hereunder will be subject to restrictions on resale until such time as: (a) the appropriate “hold periods” have been satisfied and such purchaser has complied with other applicable requirements, including the filing of appropriate reports pursuant to applicable securities legislation; (i) (b) a further statutory exemption may be relied upon by such purchaser; or (c) an appropriate discretionary order is obtained pursuant to applicable securities laws.
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