THE PORT AUTHORITY OF NEW YORK & NEW JERSEY ANNUAL FINANCIAL REPORT DECEMBER 31, 2008 TABLE OF CONTENTS PAGE I. REPORT OF INDEPENDENT AUDITORS ...............................................................................1 II. MANAGEMENT’S DISCUSSION AND ANALYSIS .................................................................3 III. BASIC FINANCIAL STATEMENTS OF THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA (GAAP) Consolidated Statements of Net Assets ..................................................................................16 Consolidated Statements of Revenues, Expenses and Changes in Net Assets ....................17 Consolidated Statements of Cash Flows ................................................................................18 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note A – Nature of the Organization and Summary of Significant Accounting Policies ........20 Note B – Facilities ………… ..................................................................................................27 Note C – Cash and Investments ...........................................................................................28 Note D – Outstanding Obligations and Financing .................................................................32 Note E – Reserves ……….....................................................................................................44 Note F – Funding Provided by Others ..................................................................................45 Note G – Lease Commitments ..............................................................................................46 Note H – Regional Programs ................................................................................................47 Note I – Pension Plans and Other Employee Benefits ........................................................50 Note J – Commitments and Certain Charges to Operations ................................................55 Note K – Information with Respect to the Events of September 11, 2001 ...........................62 IV. FINANCIAL SCHEDULES PURSUANT TO PORT AUTHORITY BOND RESOLUTIONS Schedule A – Revenues and Reserves ..................................................................................66 Schedule B – Assets and Liabilities ........................................................................................67 Schedule C – Analysis of Reserve Funds ...............................................................................68 V. STATISTICAL AND OTHER SUPPLEMENTAL INFORMATION Statistical Section Narrative ....................................................................................................70 Schedule D-1 – Selected Statistical Financial Trends Data ....................................................71 Schedule D-2 – Selected Statistical Debt Capacity Data ........................................................73 Schedule D-3 – Selected Statistical Demographic and Economic Data .................................75 Schedule D-4 – Selected Statistical Operating Data ...............................................................76 Schedule E – Information on Port Authority Operations .........................................................77 Schedule F – Information on Port Authority Capital Program Components.............................78 Schedule G – Facility Traffic ....................................................................................................79 Management’s Discussion and Analysis (continued) Introduction The following discussion and analysis of the financial performance and activity of The Port Authority of New York and New Jersey and its wholly owned entities, Port Authority Trans-Hudson Corporation (PATH), the Newark Legal and Communications Center Urban Renewal Corporation, the New York and New Jersey Railroad Corporation, WTC Retail LLC, Port District Capital Projects LLC, Port Authority Insurance Captive Entity, LLC, 1 World Trade Center LLC, and New York New Jersey Rail, LLC (all collectively referred to as the Port Authority), is intended to provide an introduction to and understanding of the consolidated financial statements of the Port Authority for the year ended December 31, 2008, with selected comparative information for the years ended December 31, 2007 and December 31, 2006. This section has been prepared by management of the Port Authority and should be read in conjunction with the financial statements and the notes thereto, which follow this section. Overview of 2008 Financial Results Net assets of the Port Authority increased $894 million in 2008. Gross operating revenues totaled $3.5 billion in 2008, representing a $336 million increase over 2007. The increase was primarily due to higher toll and fare revenues, reflecting the impact of revised toll and fare schedules which became effective at the Port Authority’s six vehicular crossings and the Port Authority Trans-Hudson rail system on March 2, 2008; higher rentals from fixed and activity-based rental agreements at the Port Authority’s Aviation and Port facilities; and higher revenues from cost recovery agreements with the airlines. Operating and maintenance expenses totaled $2.5 billion in 2008, which is $216 million higher than 2007. The increase was primarily due to the assessment of liquidated damages for delays in turning over various components of the World Trade Center sites for Towers 2, 3 and 4 to the Silverstein net lessees; higher contract service costs, mainly attributable to maintenance dredging, the operation of John F. Kennedy International (JFK), Newark Liberty International (EWR) and Stewart International (SWF) Airports; higher E-ZPass Program costs; and higher pollution remediation costs reflecting the adoption of Governmental Accounting Standards Board Statement No. 49, Accounting and Financial Reporting for Pollution Remediation Obligations (GASB Statement No. 49). Depreciation and amortization expense increased by $24 million in 2008 compared to 2007, primarily reflecting the full year impact of transferring $900 million of construction in progress to completed construction in 2007; the transfer of $1.8 billion to completed construction in 2008, including $567 million associated with the new jetBlue Terminal at JFK; and increased investment in regional programs. Net recoverable amounts related to the events of September 11, 2001 increased by $462 million in 2008 compared to 2007, primarily due to the resolution of a portion of the Port Authority’s property damage and business interruption insurance claims relating to the events of September 11, 2001 with certain of the insurers participation in 3 Management’s Discussion and Analysis (continued) the coverage applicable to such claims. Non-operating revenues consisting of financial income, Passenger Facility Charges (PFCs), other contributions and insurance proceeds decreased by $967 million in 2008 compared to 2007. The decrease was primarily due to the global settlement of the World Trade Center net lessees’, including 1 World Trade Center LLC (1 WTC LLC) and WTC Retail LLC, September 11, 2001 property damage and business interruption insurance claims in 2007, and as a result of market valuation adjustments to investment securities. Other Activities Through its ongoing capital plan, the Port Authority continues to demonstrate its commitment to the continued growth and economic competitiveness of the region. • Capital spending by the Port Authority reached $2.4 billion in 2008 with nearly $1 billion spent on the redevelopment of the World Trade Center site, and in excess of $600 million spent on projects designed to maintain the safety and security of the agency’s facilities. • The Port Authority’s 2009 Budget includes in excess of $3.3 billion in capital spending for investment in key regional projects such as the continued rebuilding of the World Trade Center site; the Access to the Region’s Core Project (the ARC Project); the modernization of the PATH System, including the rollout of a new fleet of PATH railcars; and the continued modernization of Terminal B at Newark Liberty International Airport. The Port Authority issued a report outlining a comprehensive road map designed to guide the ongoing rebuilding efforts at the World Trade Center site and bring a new level of certainty and control to the project. Among other things, the report sets forth a new timetable for completion of the Freedom Tower between the second and fourth quarters of 2013 at a cost of approximately $3.1 billion, and for completion of the World Trade Center Transportation Hub of between the fourth quarter of 2013 and the second quarter of 2014 at a cost of approximately $3.2 billion. In addition, a construction solution was developed that allows for decoupling of the construction of the World Trade Center Transportation Hub and the National September 11 Memorial & Museum, thereby ensuring the completion of the Memorial Plaza by September 11, 2011. 4 Management’s Discussion and Analysis (continued) On June 30, 2008, the Board of Commissioners certified its opinion relating to the ARC Project as an additional facility of the Port Authority, and increased the total project authorization for the Port Authority’s participation in the project to $3 billion. The ARC Project, which is currently estimated to cost $8.7 billion, is expected to include the construction of a new passenger rail tunnel under the Hudson River and a new underground