OFFICIAL STATEMENT DATED AUGUST 14, 2014 $346,705,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, ONE HUNDRED EIGHTY-FOURTH SERIES $483,460,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, ONE HUNDRED EIGHTY-FIFTH SERIES* Except to the extent otherwise set forth in this Official Statement, this Official Statement applies to Consolidated Bonds, One Hundred Eighty-fourth Series and Consolidated Bonds, One Hundred Eighty-fifth Series with equal force and effect, each of such series being referred to in this Official Statement without differentiation as the “Bonds.” 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. 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 There is no assurance that any rating will continue for any period of time or that it will not be revised or withdrawn. A revision or withdrawal of a rating may have an effect on market price. Moody’s Investors Service: Aa3 Standard & Poor’s: AA- Fitch Ratings: AA- Delivery: The Bonds shall be delivered upon original issuance on or about August 21, 2014, on a full book-entry basis. (See “Denominations, Registration and Exchange,” p. I-12 and “Delivery,” p. I-15.) Legal Opinion: Consolidated Bonds, One Hundred Eighty-fourth Series — In connection with the delivery upon original issuance of Consolidated Bonds, One Hundred Eighty-fourth Series (the “One Hundred Eighty-fourth Series Bonds”) by the Port Authority to the Underwriters (as defined at “Underwriting,” pp. I-27—I-28), General Counsel of the Port Authority shall render a legal opinion on such date of delivery, to the effect that interest on the One Hundred Eighty-fourth Series Bonds will not be includible in gross income for Federal income tax purposes; interest on the One Hundred Eighty-fourth Series Bonds will not be treated as a preference item in calculating the Federal alternative minimum tax; and the One Hundred Eighty-fourth Series Bonds and interest 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 for the One Hundred Eighty-fourth Series Bonds. (See “Form of Legal Opinion of General Counsel of the Port Authority, One Hundred Eighty-fourth Series” pp. VII-10—VII-12.) Consolidated Bonds, One Hundred Eighty-fifth Series — In connection with the delivery upon original issuance of Consolidated Bonds, One Hundred Eighty-fifth Series (the “One Hundred Eighty-fifth Series Bonds”) by the Port Authority to the Underwriters, General Counsel of the Port Authority shall render a legal opinion on such date of delivery, to the effect that interest on the One Hundred Eighty-fifth Series Bonds will not be includible in gross income for Federal income tax purposes; interest on the One Hundred Eighty-fifth Series Bonds will be treated as a preference item in calculating the Federal alternative minimum tax; and the One Hundred Eighty-fifth Series Bonds and interest 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 for the One Hundred Eighty-fifth Series Bonds. (See “Form of Legal Opinion of General Counsel of the Port Authority, One Hundred Eighty-fifth Series” pp. VII-13—VII-15.) The law firm of Orrick, Herrington & Sutcliffe 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 August 14, 2014, 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 August 14, 2014. 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 BofA Merrill Lynch RBC Capital Markets Wells Fargo Securities Loop Capital Markets Ramirez & Co., Inc. Siebert Brandford Shank & Co., L.L.C. * AMT. $346,705,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, ONE HUNDRED EIGHTY-FOURTH SERIES Dated: Date of delivery. Maturities: $346,705,000 in total aggregate principal amount of Consolidated Bonds, One Hundred Eighty-fourth Series (the “One Hundred Eighty-fourth Series Bonds”) shall be issued in three installments as follows: Maturity Dates, Principal Amounts, Stated Rates of Interest, Yields∗ and CUSIP Numbers** First Installment $1,870,000 Serial Bonds Not Subject to Redemption Prior to Maturity Principal Stated Rate of Maturity Date Amount Interest Yield CUSIP Number September 1, 2016 $285,000 3.00% 0.33% 73358WSL9 September 1, 2017 295,000 3.00 0.62 73358WSM7 September 1, 2020 305,000 4.00 1.53 73358WSN5 September 1, 2021 315,000 4.00 1.81 73358WSP0 September 1, 2022 330,000 4.00 2.08 73358WSQ8 September 1, 2023 340,000 4.00 2.30 73358WSR6 Second Installment $251,535,000 Serial Bonds Subject to Redemption Prior to Maturity as Set Forth Herein Principal Stated Rate of Maturity Date Amount Interest Yield CUSIP Number September 1, 2025 $17,960,000 5.00% 2.54% 73358WSS4 September 1, 2026 18,845,000 5.00 2.67 73358WST2 September 1, 2027 19,775,000 5.00 2.77 73358WSU9 September 1, 2028 20,665,000 5.00 2.86 73358WSV7 September 1, 2030 21,485,000 5.00 3.01 73358WSW5 September 1, 2031 22,445,000 5.00 3.07 73358WSX3 September 1, 2032 23,565,000 5.00 3.14 73358WSY1 September 1, 2033 24,755,000 5.00 3.19 73358WSZ8 September 1, 2034 26,010,000 5.00 3.23 73358WTA2 September 1, 2035 27,325,000 5.00 3.28 73358WTC8 September 1, 2036 28,705,000 5.00 3.33 73358WTD6 Third Installment $93,300,000 5.00% Bonds Due September 1, 2039 – Yield 3.45% - CUSIP Number 73358WTB0 Subject to Redemption Prior to Maturity as Set Forth Herein ________ ∗ The yields on the September 1, 2016 through September 1, 2023 maturities are calculated to their respective maturity dates, and the yields on the September 1, 2025 through September 1, 2039 maturities are calculated to the optional call date of September 1, 2024. ** Copyright, American Bankers Association. CUSIP numbers herein are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers listed herein are being provided solely for the convenience of bondholders only at the time of issuance of the Bonds and neither the Port Authority nor the Underwriters makes any representation with respect to such numbers nor undertakes any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. Optional Redemption: The Second and Third Installments of the One Hundred Eighty-fourth Series 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 September 1, 2024 and thereafter prior to maturity, plus accrued interest until the date fixed for redemption.