New York, December 04, 2012 -- Moody's Rating

Issue: Consolidated Bonds, 175 Series; Rating: Aa3; Sale Amount: $425,000,000; Expected Sale Date: 12-05-2012; Rating Description: Revenue: Government Enterprise

Issue: Consolidated Bonds, 176 Series; Rating: Aa3; Sale Amount: $170,000,000; Expected Sale Date: 12-05-2012; Rating Description: Revenue: Government Enterprise

Opinion

Moody's assigns Aa3 rating with stable outlook to the authority's 175th and 176th Series Consolidated Bonds. The Authority has $18.394 billion Consolidated Bonds outstanding, including these issues.

RATING RATIONALE

The Aa3 rating recognizes the authority's near monopoly control over critical transportation infrastructure in its service area; a trend of favorable financial results and the build-up of large reserve balances; historically steady growth in usage and inelastic demand at most facilities through severe stresses, as well as recently implemented toll and fare increases.

At the Aa3 rating and stable outlook Moody's expects that toll, fare and airport residual fee increases will bolster operating revenues and continue to provide strong debt service coverage ratios (DSCRs) over 2.0 times for escalating and increasingly back-loaded debt service.

The service area economy continues to slowly improve, and key financial metrics remain relatively stable. The authority continues to assess the cost of repairs related to Hurricane Sandy, but expects that insurance and Federal disaster relief will substantially cover all economic losses associated with the storm. Prior to the storm, the authority had increased estimated capital financing needs by nearly $2 billion through 2016, primarily for the World Trade Center (WTC) development. In addition, we expect significant growth in the authority's capital needs to maintain revenue producing assets in good repair, however a long-range capital improvement plan (CIP) has not yet been finalized and board-approved. The plan is expected to be approved in mid 2013. The Navigant Consulting audit report released in September identified an additional $17 billion in capital projects above the $26.9 billion preliminary 10-year CIP also identified in the report.

Thus far the authority has demonstrated fairly inelastic demand for its strategic transportation facilities in the densely populated Metropolitan New York service area despite large recent toll and fare rate increases and the economic recession. However, the additional stepped toll rate increases over the next four years, coupled with a slower economic recovery, or higher fuel prices, could depress traffic and revenue and weaken financial margins. The Aa3 rating also reflects the potential for additional sizeable projects totaling an additional $17 billion. These projects could require higher toll and fare increases or other revenue-raising initiatives that may not be sustainable. These and other factors are reflective of a Aa3 rating.

STRENGTHS

» The authority controls the operation of strategic transportation systems in the largest metropolitan area in the US, which ensures a stable, diverse revenue stream that has demonstrated resilience during economic downturns; rate increases as well as severe stresses such as the events of September 11th

» Total passengers at the authority's commercial airports were up 4.5% through September following a 1.8% increase in FY 2011. Residual airline agreements ensure rate recovery and diversity of carriers afford stability

» Audited financial results for FY 2011 showed continued favorable performance, with expenses below budget and revenue consistent with budget expectations. The DSCR was 3.11 times on a bond ordinance basis and 2.42 times on a Moody's calculated net revenue basis. Forecasted bond ordinance DSCR for FY 2012 is 3.25 times

» The authority has independent rate-setting ability for all of its enterprises and in September 2011 implemented large annual toll and fare increases for its bridges and tunnels, demonstrating the ability and willingness to use its pricing power to generate revenues to support its very large and growing capital improvement plan (CIP) and maintain strong DSCRs. The second phased in increase went into effect on December 2 ($1 increase on cash tolls)

» Completion of a comprehensive organizational audit has yielded positive changes to enhance operating and financial efficiencies; however, the audit also identifies substantial increases in needed capital projects over the next 10 years

CHALLENGES

» A significant increase in the FY 2012 CIP for WTC-related costs as well as a $17 billion increase in unfunded deferred capital needs, in addition to a $26.9 billion CIP over the next 10 years will likely pressure financial operations and weaken metrics. Neither the long-term CIP nor the additional deferred needs have yet been approved by the authority's board

» Increasing debt relative to operating revenues and use of non-amortizing and back-loaded debt increases the risk of lower DSCRs in later years, though overall debt maturities are level and generally in line with expected asset life

» The economic recession weakened demand for the authority's transportation facilities, and a prolonged economic recovery coupled with recent toll and fare increases and additional stepped rate increases over the next four years could negatively affect future demand, operating revenues and financial margins

» Total traffic at the bridges and tunnels is down 1.5% through September and 3.1% lower than forecasted after dropping 1.7% in FY 2011, though no significant negative impact is expected as a consequence of Hurricane Sandy

» The cost and complexity of the authority's CIP, particularly the development of the WTC site, as well as the subsidy of projects that are not self-supporting, will continue to pressure future financial operations and DSCRs, though projects that the authority is responsible for are on schedule and budget

» Continued budget cuts and deferred capital spending may have negative impacts on the maintenance and operation of authority's revenue generating assets

» A complex governance structure makes the authority vulnerable to political interference that can result in delays, revenue diversions for non-system assets, and added costs for major capital projects essential to the region

OUTLOOK

The outlook for the authority's credit ratings is stable at Aa3. The near monopoly over regional transportation infrastructure and resilient demand for transportation services is counterbalanced by the authority's very large, complex, and growing future capital needs, including major growing commitments to maintain revenue-producing assets in a state of good repair; the rebuilding of the WTC and on-going contributions to subsidize transit operations and non-revenue producing regional economic development projects, which will continue to exert negative rating pressures.

What could change the rating - UP

Accelerated growth in the regional economy that results in significantly and sustainably higher facility utilization and revenues, as well as the continued implementation of rate increases as planned to ensure self-sufficient operations for component enterprises, DSCRs consistently well above 2.0 times; continued successful delivery of WTC site components on schedule and within the current budget as well as more clarity regarding the not yet adopted 10-year CIP could exert positive credit pressure.

What could change the rating - DOWN

Lack of CIP funding clarity and transparency coupled with possible debt financing of an additional $17 billion in projects over the coming 10 years or more, without a commensurate increase in revenues that results in lower than currently forecasted DSCRs or liquidity, could place downward pressure on the rating. An increasingly back-loaded debt amortization structure also could exert downward rating pressure. A protracted downturn of the regional economy; an unforeseen increase in reconstruction costs related to Hurricane Sandy or the assumption of greater financial responsibility for non revenue-producing projects, including operations of the WTC site, also could negatively pressure the rating.

The principal methodology used in this rating was Airports with Unregulated Rate Setting published in July 2011 and Government Owned Toll Roads published in October 2012. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

Please see the credit ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Please see the ratings disclosure page on www.moodys.com for general disclosure on potential conflicts of interests.

Please see the ratings disclosure page on www.moodys.com for information on (A) MCO's major shareholders (above 5%) and for (B) further information regarding certain affiliations that may exist between directors of MCO and rated entities as well as (C) the names of entities that hold ratings from MIS that have also publicly reported to the SEC an ownership interest in MCO of more than 5%. A member of the board of directors of this rated entity may also be a member of the board of directors of a shareholder of Moody's Corporation; however, Moody's has not independently verified this matter.

Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history.

The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Maria Matesanz Senior Vice President Public Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Chee Mee Hu MD - Project Finance Public Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. ("MIS") AND ITS AFFILIATES ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY'S ("MOODY'S PUBLICATIONS") MAY INCLUDE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY'S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY'S OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS AND MOODY'S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY'S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY'S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY'S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED,DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT.

All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided "AS IS" without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY'S is not an auditor and cannot in every instance independently verify or validate information received in the rating process. Under no circumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error negligent or otherwise or other circumstance or contingency within or outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The ratings, financial reporting analysis, projections, and other observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each user of the information contained herein must make its own study and evaluation of each security it may consider purchasing, holding or selling.

NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER.

MIS, a wholly-owned credit rating agency subsidiary of Moody's Corporation ("MCO"), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading "Shareholder Relations -- Corporate Governance -- Director and Shareholder Affiliation Policy."

Any publication into Australia of this document is by MOODY'S affiliate, Moody's Investors Service Pty Limited ABN 61 003 399 657, which holds Australian Financial Services License no. 336969. This document is intended to be provided only to "wholesale clients" within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY'S that you are, or are accessing the document as a representative of, a "wholesale client" and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to "retail clients" within the meaning of section 761G of the Corporations Act 2001.

Notwithstanding the foregoing, credit ratings assigned on and after October 1, 2010 by Moody's Japan K.K. ("MJKK") are MJKK's current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities. In such a case, "MIS" in the foregoing statements shall be deemed to be replaced with "MJKK". MJKK is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly owned by Moody's Overseas Holdings Inc., a wholly-owned subsidiary of MCO.

This credit rating is an opinion as to the creditworthiness or a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors. It would be dangerous for retail investors to make any investment decision based on this credit rating. If in doubt you should contact your financial or other professional adviser.