
=== PDF PAGE 1 ===
Annual F inancial Repor  t
For the F iscal Year Ended August 31, 2024
(With Independent Auditor’s Repor t)

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  Central Texas Turnpike  System
  An Enterprise Fund of
  the Texas  Department  of Transportation



  Annual Financial Report
  For the Fiscal Year Ended
  August 31, 2024






  Prepared by:
  Financial Management Division of the Texas Department of Transportation

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  CENTRAL TEXAS TURNPIKE SYSTEM
  Annual Financial Report
  For the Fiscal Year Ended August 31, 2024


  TABLE OF CONTENTS

INTRODUCTORY SECTION (Unaudited)
  Letter of Transmittal����������������������������������������������������������������������������������������������������������  1
  Organizational Chart ����������������������������������������������������������������������������������������������������������  3
  Commission and Key Personnel���������������������������������������������������������������������������������������������  4

FINANCIAL SECTION
  Independent Auditor ’s  Report�����������������������������������������������������������������������������������������������  8
  Management’s Discussion and Analysis (Unaudited)������������������������������������������������������������������  12
  Basic Financial Statements:
  Statement of Net Position�����������������������������������������������������������������������������������������������  18
  Statement of Revenues, Expenses and Changes in Net Position���������������������������������������������������  19
  Statement of Cash Flows������������������������������������������������������������������������������������������������  20
  Notes to Financial Statements������������������������������������������������������������������������������������������  23

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  Section One
Introductory Section

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  125 E 11th St  | Austin, Texas 78701
  512.463.8588
  txdot.gov



  December 13, 2024

  To: The Citizens of the State of Texas and the Creditors of the Central Texas Turnpike System

  The audited annual financial statements of the Central Texas Turnpike System (CTTS) for the year ended Aug. 31, 2024 are
  enclosed in accordance with the Amended and Restated Indenture of Trust dated August 1, 2024 as supplemented (Indenture). The
  Indenture requires the preparation and submission of audited annual financial statements.

  An external audit firm, Crowe LLP, performed an independent audit, in accordance with generally accepted auditing standards,
  of CTTS’  basic financial statements for the year ended Aug. 31, 2024. The audit opinion is presented in this report preceding the
  financial statements. This report was prepared by the accounting staff in the Financial Management Division of the Texas Department
  of Transportation (TxDOT). CTTS’  internal accounting controls provide reasonable assurance regarding the safeguarding of assets
  against loss from unauthorized use or disposal and the reliability of financial records for preparing financial statements. The concept
  of reasonable assurance recognizes that the cost of a control should not exceed the resulting benefit.

  Management is responsible for the accuracy of the data in this report as well as for the completeness and fairness of the
  presentation. Consequently, management assumes full responsibility for the completeness and fairness of all of the information
  presented in the financial statements. To the best of my knowledge and belief, the financial statements are accurate in all material
  respects, are reported in a manner that presents fairly the financial position and results of operations of CTTS and provide disclosures
  that enable the reader to understand CTTS’ financial condition.

  The Management’s Discussion and  Analysis (MD&A) provides a narrative introduction, overview and analysis of the financial
  activities of TxDOT. We encourage readers to consider the information in this letter of transmittal in conjunction with the MD&A.

  Profile of the Government

  This report includes financial statements for CTTS, a fund within TxDOT’s reporting entity. TxDOT is an agency of the state
  of Texas. TxDOT is managed by an executive director and is governed by the five-member Texas Transportation  Commission. All
  members of the Commission are appointed by the Governor. The Commission is authorized to issue general obligation and revenue
  bonds per statutory and constitutional provisions.

  Texas Transportation Code grants the Commission the authority to study, plan, design, construct, finance, operate and maintain
  turnpikes in all 254 counties of the state as a part of the state’s highway system. The Commission can issue turnpike revenue bonds
  to pay all or a part of the cost of a turnpike project, to enter into comprehensive development agreements to execute projects and to
  acquire right of way through quick-take procedures. Such revenue bonds were issued to fund a portion of the costs of constructing
  the CTTS roadways.

  Budgetary Controls

  Annual budgets are approved by the Texas Transportation Commission in accordance with the indenture and reviewed by the
  general engineering consultants. These budgets are entered and maintained in the statewide accounting system as collected revenues
  or reimbursements. Controls are maintained at the agency level, with additional control at the fund and appropriation level to ensure
  expenditures do not exceed collected amounts.















Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 1

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  Information Useful in Assessing CTTS’ Financial Condition

  TxDOT and the Trustee are responsible for ensuring that funds maintain the proper minimum balances as set forth in the Indenture
  and for investing in securities required to meet liquidity requirements. The criteria for suitable investments for each fund type are
  detailed in the Commission’s investment strategies.

  All monies in the revenue fund, debt service funds, rate stabilization fund and construction fund – capital contributions account
  are invested in money market funds, government securities and investment pools that are in compliance with the Commission’s
  investment policy.

  The debt service reserve fund is invested in an investment pool and a repurchase agreement collateralized by U.S. Treasury and
  Agency Securities.

  Acknowledgements

  The preparation of the report requires the efforts of individuals throughout TxDOT, including the dedicated efforts of the
  management and staff of the TxDOT’s Financial Reporting Section and other sections of the Financial Management Division, and
  the Project, Finance, Debt and Strategic Contracts Division. I sincerely appreciate the efforts of all these individuals who continue
  to help make TxDOT a leader in quality financial reporting.

  Sincerely,








  Marc D. Williams, P.E.
  Executive Director






































Page 2  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

=== PDF PAGE 11 ===
  Texas Department of Transportation
  Organization Chart as of August 31, 2024








  Compliance  Transportation
  Durkop  Commission
  Chief Audit & Compliance
  Officer
  Townsend
  Internal Audit
  Otto  Executive Director
  M. Williams





  Chief of Staff  General Counsel
  Griss  Graham
  Civil Rights
  Deputy Executive Director  Deputy Executive Director  Bryant
  Planning & Administration  Program Delivery
  Hendrickson  Barth  Occupational
  Safety
  S. Salazar



  Chief Engineer
  Simmons









  Director  Director Strategy  Government  Chief  Director Planning  Director  Director Project  Chief Financial  Chief Information
  Communications  & Innovation  Affairs  Administrative  & Modal  Director District  Engineering &  Development  Officer  Officer
  & Public Affairs  Anderson  Thomas  Officer  Programs  Operations  Safety Operations  Bur  S. Stewart  Selissen
  Garcia  McMonagle  Mays  C. Johnson  Butler



  Research &  Contract Services  Alternative  Financial  Information
  Technology  Aviation  Abilene  Bryan  Houston  Pharr  Bridge  Delivery  Management  Technology
  Implementation  K. Stewart  Harmon  Allbritton  Bohne  Paul  Alvarez  Bettis  Selissen
  Communications  Pete  Snider  Landry
  Hodges
  Fleet Operations  Maritime  San Angelo  Construction  Design
  Strategic Planning  Kalhagen  Amarillo  Childress  Laredo  Pike  Project Finance,
  Travel  Kemp  Singleton  B. Johnson  Lankford  E. Gonzalez  Cowen  Milligan  Debt & Strategic

  Information  Contracts
  Henderson  Human Resources  Public  San Antonio  Maintenance  Environmental  Asher
  McMillan  Transportation  Atlanta  Corpus Christi  Lubbock  Affairs
  Gleason  Wells  Walsh  Warren  Benavidez  Stevenson  Booher


  Procurement  Rail  Tyler  Materials & Tests  Professional
  Wood  Davis  Austin  Dallas  Lufkin  Webb  Barborak  Engineering Proc.
  Ferguson  Clemens  Morris  Services
  Rodin
  Support Services  Transportation  Waco  Traffic Safety
  Sweat  Planning &  Beaumont  El Paso  Odessa  Swiatek  Chacon
  Programming  Right of Way
  H. Gonzalez  M. Gonzalez  Trevino  Lykins  Madsen

  Wichita Falls
  Brownwood  Fort Worth  Paris  Beaver  Transportation
  Cedillo  D. Salazar  Paramanantham  Programs

  Yoakum  C. Williams

  Horst
  *Interim








Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 3

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  TEXAS DEPARTMENT OF TRANSPORTATION
  TEXAS TRANSPORTATION COMMISSION
  as of August 31, 2024





















  J. Bruce Bugg, Jr.  W. Alvin New  Robert C. Vaughn
  Chairman  Commissioner  Commissioner
  San Antonio  San Angelo  Dallas




















  Alejandro “Alex” G. Meade III  Steven D. Alvis
  Commissioner  Commissioner
  Mission  Houston


















Page 4  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

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  TEXAS DEPARTMENT OF TRANSPORTATION
  TxDOT ADMINISTRATION
  as of August 31, 2024


  The following is a list of administrators who oversee the Texas Department of Transportation. All TxDOT districts,
  divisions and offices report to a member of the administration, headquartered in Austin.










  Marc Williams  Brandye  Brian Barth  Richard  Parsons  Lance W.
  Executive Director  Hendrickson  Deputy Executive  McMonagle  Townsend  Simmons
  Deputy Executive  Director for  Chief  Chief Audit and  Chief Engineer
  Director for  Program Delivery  Administrative  Compliance
  Planning and  Officer  Officer
  Administration











  Stephen  Anh Selissen  Mary Anne  Alejandro  Carl Johnson  Jessica Butler
  Stewart  Chief Information  Griss  Garcia  Director of District  Director of
  Chief Financial  Officer  Chief of Staff  Director of  Operations  Engineering and
  Officer  Communications  Safety Operations
  and Public Affairs











  Trent Thomas  Caroline Mays  Mohamed  Darran  Jeff Graham
  Director of  Director of  “Mo” Bur  Anderson  General Counsel
  Government  Planning and  Director of Project  Director of
  Affairs  Modal Programs  Development  Strategy and
  Innovation




  As of August 31, 2024








Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 5

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Page 6  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

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  Section Two
  Financial Section






































Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 7

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  Crowe LLP
  Independent Member Crowe Global






  INDEPENDENT AUDITOR'S REPORT



  Members of the Texas Transportation Commission
  State of Texas


  Report on the Audit of the Financial Statements

  Opinion

  We have audited the financial statements of the Cent ral Texas Turnpike System (System), an enterprise
  fund of the Texas Department of Transportation (TxDOT), an agency of  the State of Texas, as of and for
  the year ended August 31, 2024, and the related notes to  the financial statements, as listed in the table of
  contents.

  In our opinion, the accompanying financial statements referred to above present fairly, in all material
  respects, the financial position of the System, of TxDOT, as of August 31, 2024, and the changes in its
  financial position and its cash flows for the year th en ended in accordance with accounting principles
  generally accepted in the United States of America.

  Basis for Opinion

  We conducted our audit in accordance with auditing  standards generally accepted in the United States of
  America (GAAS) and the standards applicable to financial audits contained in Government Auditing
  Standards, issued by the Comptroller General of the United States  (Government Auditing Standards). Our
  responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of
  the Financial Statements section of our report. We are required to be in dependent of TxDOT, and to meet
  our other ethical responsibilities, in accordance with  the relevant ethical requirements relating to our audit.
  We believe that the audit evidence we have obtained is  sufficient and appropriate to provide a basis for our
  audit opinion.

  Emphasis of Matter

  As discussed in Note 1, the financial statements present only the System and do not purport to, and do not,
  present fairly the financial position of TxDOT or the  State of Texas, as of August 31, 2024, and the changes
  in its financial position, or, where applicable, its cash flows for the  year then ended in accordance with
  accounting principles generally accepted in the United States of America. Our opinion is not modified with
  respect to this matter.

  Responsibilities of Management for the Financial Statements

  Management is responsible for the preparation and fair presentation of the financial statements in
  accordance with accounting principles generally accepted in the United States of America, and for the
  design, implementation, and maintenance of internal control relevant to the preparation and fair
  presentation of financial statements that are free from material missta tement, whether due to fraud or error.












Page 8  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

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  Auditor’s Responsibility for the Audit of the Financial Statements

  Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
  free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes
  our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore
  is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards
  will always detect a material misstatement when it exists. The risk of  not detecting a material misstatement
  resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
  intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered
  material if there is a substantial likelihood that, individually or in the aggregate, they would influence the
  judgment made by a reasonable user based on the financial statements.

  In performing an audit in accordance with GAAS and Government Auditing Standards, we

    Exercise professional judgment and maintain professional skepticism throughout the audit.
    Identify and assess the risks of material misstatement of the financial statements, whether due to
  fraud or error, and design and perform audit procedures responsive to those risks. Such procedures
  include examining, on a test basis, evidence regarding the amounts and disclosures in the financial
  statements.
    Obtain an understanding of internal control relevant to the audit in order to design audit procedures
  that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
  effectiveness of the TxDOT’s internal control. Accordingly, no such opinion is expressed.
    Evaluate the appropriateness of accounting policies used and the reasonableness of significant
  accounting estimates made by management, as well as evaluate the overall presentation of the
  financial statements.

  We are required to communicate with those charged with governance regarding, among other matters, the
  planned scope and timing of the audit, significant audit findings, and certain internal control-related matters
  that we identified during the audit.

  Required Supplementary Information

  Accounting principles generally accepted in the United States of America require that the Management’s
  Discussion and Analysis on pages 12-15 be presented to supplement the basic financial statements. Such
  information is the responsibility of management and, although not a part of the basic financial statements,
  is required by the Governmental Accounting Standards Board who considers it to be an essential part of
  financial reporting for placing the basic financial statements in an appropriate operational, economic, or
  historical context. We have applied certain limited procedures to the required supplementary information in
  accordance with auditing standards generally accepted in the United States of America, which consisted of
  inquiries of management about the methods of preparing the information and comparing the information for
  consistency with management's responses to our inquiries, the basic financial statements, and other
  knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or
  provide any assurance on the information because the limited procedures do not provide us with sufficient
  evidence to express an opinion or provide any assurance.

  Other Information

  Management is responsible for the other information included in the annual report. The other information
  comprises the introductory section but does not include the basic financial statements and our auditor's
  report thereon. Our opinion on the basic financial statements do not cover the other information, and we do
  not express an opinion or any form of assurance thereon.

  In connection with our audit of the basic financial statements, our responsibility is to read the other
  information and consider whether a material inconsistency exists between the other information and the
  basic financial statements, or the other information otherwise appears to be materially misstated. If, based
  on the work performed, we conclude that an uncorrected material misstatement of the other information
  exists, we are required to describe it in our report.









Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 9

=== PDF PAGE 18 ===
  Other Reporting Required by Government Auditing Standards

  In accordance with Government Auditing Standards, we have also issued our report dated December 13,
  2024, on our consideration of TxDOT’s internal control over nancial reporting and on our tests of its
  compliance with certain provisions of laws, regulati ons, contracts, and grant agreements and other matters.
  The purpose of that report is solely to describe t he scope of our testing of internal control over  nancial
  reporting and compliance and the results of that  testing, and not to provide an opinion on the eﬀectiveness
  of the TxDOT’s internal control over nancial reporting or on compliance. T hat report is an integral part of
  an audit performed in accordance with Government Auditing Standards in considering TxDOT’s internal
  control over nancial reporting and compliance.






  Crowe LLP

  Austin, Texas
  December 13, 2024
















































Page 10  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

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  Section Two  (Continued)
  Management’s Discussion & Analysis
  (Unaudited)



































Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 11

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  Management’s Discussion and Analysis

  As management of the Texas Department of Transportation (TxDOT), we offer readers of the Central Texas Turnpike System’s
(CTTS) financial statements this narrative overview and analysis of its financial activities for the year ended Aug. 31, 2024, with selected
comparative information for the year ended Aug. 31, 2023. The information presented should be read in conjunction with our letter of
transmittal, the financial statements and the accompanying notes to the financial statements.

Highlights

  During fiscal 2024, CTTS generated $295.9 million in toll revenues (net of allowance), an increase of $21.7 million or 7.9 percent
over fiscal 2023, mainly due to increased traffic. CTTS roadways recorded 203.0 million transactions in fiscal 2024, an increase of 4.9
percent over fiscal 2023.

  CTTS’ indenture requires certain operating, maintenance, and reserve maintenance funds to be held separate and apart from its other
funds and accounts. As of Aug. 31, 2024, these funds held reserves of $171.5 million. These balances will enable CTTS to pay directly
for budgeted expenses throughout the coming year.

  The assets and deferred outflows of CTTS exceeded its liabilities and deferred inflows by $246.1 million as of Aug. 31, 2024, an
increase of $28.7 million or 13.2 percent from fiscal 2023. The increase mainly reflects a decrease in total liabilities of $165.3 million,
offset by a decrease in total capital assets of $105.9 million.

Overview of the Financial Statements

  The annual financial report consists of two parts: management’s discussion and analysis (this section) and the basic financial statements
with their accompanying notes.

Fund Financial Statements

  A fund is a group of related accounts that is used to maintain control over resources that have been segregated for specific activities
or objectives. TxDOT, like other states and local governments, uses fund accounting to ensure and demonstrate compliance with finance�
related legal requirements. Proprietary funds are used to account for a government’s business�type activities. The activities related to
CTTS are accounted for in an enterprise fund, which is a type of proprietary fund used to report activities in which a fee is charged to
external users for goods and services.

































Page 12  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

=== PDF PAGE 21 ===
Financial Analysis

  The overall financial position and operations of CTTS for the past two years is summarized as follows.

  Statement of Net Position
  Aug ust 31, 2024 and 2023 (A mou nts in T housands)
  2024  2023
  A S SETS
  Assets Other Than Capital Assets  $ 721,449  $ 656,840
  Capital Assets  2,489,043  2,594,928
  Total Assets  3,210,492  3,251,768
  DEFER R ED OUTFLOWS OF R ESOU RCES  11,880  27,202

  LIABILITIES
  Cu r rent Liabilit ies  202,753  170,238
  Noncu r rent Liabilit ies  2,669,838  2,867,682
  Tot al Liabilit ies  2,872,591  3,037,920
  DEFER R ED I NFLOWS OF R ESOU RCES  103,706  23,675

  N ET POSI T ION
  Net Invest ment in Capital Assets  396,594  413,619
  Rest r icted for Debt Ser vice  163,512  175,418
  Rest r icted for Operations and Maintenance  115,291  90,561
  Unrestricted  (429,322)  (462,223)
  Total Net Position  $ 246,075  $ 217,375


  Changes in Net Position
  For the Fiscal Years Ended Aug ust 31, 2024 and 2023 (A mou nts in T housands)
  2024  2023
  OPER ATI NG R EV ENU ES
  Operating Revenues  $ 372,071  $ 345,176
  Total Operating Revenue  372,071  345,176

  OPER  AT I NG EX PENSES
  Operating Expenses  285,365  234,217
  Total Operating Expenses  285,365  234,217

  Operating Income  86,706  110,959
  Total Nonoperating (Expenses)  (71,028)  (91,221)
  Income before Capital Cont r ibution and Transfer  15,678  19,738

  Capital Cont ribution  61
  Tr  a  n s f e r  s  I  n  13,022  11,626
  Total Capital Cont r ibution and Transfers  13,022  11,687
  Change in Net Position  28,700  31,425

  Net Position – Begin ning  217,375  185,950
  Net Position – Ending  $ 246,075  $ 217,375




Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 13

=== PDF PAGE 22 ===
  Net position may serve over time as a useful indicator of CTTS’ financial position. Net position will decline as additional noncurrent
liabilities are accrued via principal accretion on outstanding CTTS debt, and as capital assets are depreciated and amortized. Debt service
was $160.7 million in fiscal 2024 and is scheduled to decrease to $160.3 million in fiscal 2025. Operations and maintenance expense
(excluding depreciation) is estimated to decrease approximately $6.8 million.

Capital Assets  and  Debt Administration

Capital Assets

  As of Aug. 31, 2024, CTTS had approximately $2.5 billion in net capital assets.

  Capital Assets-Net of Depreciation and Amortization
  August 31, 2024 and 2023 (Amounts in Thousands)
  2024  2023
  Land  $ 668,525  $ 668,525
  Constr uction in Progress  19,318  48,761
  Land Use R ights  19,466  19,466
  Sof t wa re  14,894  29,787
  Inf rast r uct u re�  Roadways and Br idges  1,703,345  1,730,835
  Buildi ngs  1,715  2,076
  Right�  to�  Use Subscriptions  61,780  95,478
  Total Capital Assets  $ 2,489,043  $ 2,594,928


  The decrease in net capital assets of $105.9 million reflects annual depreciation and amortization in fiscal year 2024.

  Debt Administration

  The Commission has issued revenue bonds backed by the pledged revenues and restricted assets specified in the bond resolutions.
As of Aug. 31, 2024, CTTS had approximately $2.7 billion of outstanding revenue bond debt. See Notes 4 & 5 for more information.

  Outstanding Debt Obligations
  August 31, 2024 and 2023 (Amounts in Thousands)
  2024  2023
  Revenue Bonds Payable  $ 2,715,552  $ 2,650,007
  Revenue Bonds Payable � Direct Placements  225,000
  Total Outstanding Debt  $ 2,715,552  $ 2,875,007


























Page 14  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

=== PDF PAGE 23 ===
  Bond Credit Ratings

  The outstanding bonds of CTTS were rated by each of the three major Nationally Recognized Statistical Rating Organizations. As
of Aug. 31, 2024, the CTTS bonds carried the following ratings:

  CTTS Credit Ratings as of August 31, 2024
  (A mou nts in Thousands)

  Bond Descript ion  Net Outstanding  M o o d y’s  S & P  Fitch
  First Tier Bonds Ser ies 2002�  A
  Non�  Callable Capital Appreciation Bonds  $ 417,266  A2  A  A+
  First Tier Revenue Ref u nding Bonds, Ser ies 2020�  A  210,684  A2  A  A+
  First Tier Revenue Ref u nding Bonds, Ser ies 2020�  C  279,305  A2  A  A+
  First Tier Revenue Ref u nding Bonds, Ser ies 2024�  A  432,848  A2  A  A+
  First Tier Revenue Ref u nding Bonds, Ser ies 2024�  B  242,261  A2  A  A+
  Second Tier Revenue Ref u nding Bonds, Ser ies 2024�  C  1,133,188  A3  A�  A�
  To  t  a  l  $ 2,715,552


  An explanation of the significance of each rating may be obtained from the company furnishing the rating. The ratings reflect only
the views of such companies at the time such ratings are given, and the Commission makes no representation as to the appropriateness of
the ratings. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward
or withdrawn entirely by such companies if, in the judgment of such companies, circumstances so warrant.

Requests for Information

  This financial report is designed to provide a general overview of CTTS’ finances. Questions concerning any of the information
provided in this report or requests for additional financial information should be addressed to the TxDOT Financial Management Division
at the following address:

  Texas Department of Transportation
  Financial Management Division � Accounting Management Section
  125 East 11th Street
  Austin, Texas 78701�2483





























Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 15

=== PDF PAGE 24 ===
Page 16  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

=== PDF PAGE 25 ===
  Section Two  (Continued)
  Basic Financial Statements






































Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 17

=== PDF PAGE 26 ===
  Central Texas Turnpike System
  Statement of Net Position
  August 31, 2024 (Amounts in Thousands)

  A S SETS
  Cur rent Assets:
  Cash and Cash Equivalents:
  Cash and Cash Equivalents  $ 126,640
  Rest r icted:
  Cash and Cash Equivalents  453,638
  Receivables:
  Accou nts Receivable  25,532
  Interest and Dividends  1,043
  Due f rom Other Fu nds ( Note 8)  31,681
  Consumable Inventor y  224
  Total Cu r rent Assets  638,758


















































  Noncur rent Assets:
  Rest r icted:
  Investments  54,084
  Investments  28,607
  Capital Assets:
  Non�  Depreciable Capital Assets ( Note 2)  707,309
  Depreciable Capital Assets, Net ( Note 2)  1,781,734
  Total Noncu r rent Assets  2,571,734
  Total Assets  3,210,492


















































  DEFER R ED OUTFLOWS OF R ESOU RCES
  Defer red Outf  lows of Resou rces
  Loss on Bond Ref u nding  11,880
  Total Defer red Outf  lows of Resou rces  11,880


















































  LIABILITIES
  Cu r rent Liabilit ies:
  Payable s:
  Accounts  35,681
  Interest  4,240
  Due to Other Fu nds ( Note 8)  19,743
  Unear ned Revenues  16,569
  Revenue Bonds Payable ( Notes 4, 5)  76,806
  Subscr iption Obligations ( Note 7, 4)  49,714
  Total Cu r rent Liabilities  202,753


















































  Noncu r rent Liabilit ies:
  Revenue Bonds Payable ( Notes 4, 5)  2,638,746
  Subscr iption Obligations ( Note 7, 4)  31,092
  Total Noncu r rent Liabilities  2,669,838
  Tot al Liabilit ies  2,872,591




























































  DEFER R ED I NFLOWS OF R ESOU RCES
  Defer red Inf  lows of Resou rces
  Gain on Bond Ref u nding  103,706
  Total Defer red Inf  lows of Resou rces  103,706




























































  N ET POSI T ION
  Net Invest ment in Capital Assets  396,594
  Restricted for:
  Transpor tation � Operations and Maintenance  115,291
  Debt Ser vice  163,512
  Unrestricted  (429,322)
  Total Net Position  $ 246,075




























































  The accompanying notes to the f inancial statements are an integ ral par t of this f inancial statement.



Page 18  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

=== PDF PAGE 27 ===
  Central Texas Turnpike System
  Statement of Revenues, Expenses and Changes in Net Position
  For the Fiscal Year Ended August 31, 2024 (Amounts in Thousands)

  OPERATING REVENUES
  Toll Revenue � Pledged  $ 323,118
  Discounts and Allowances  (27,254)
  Fee Revenue � Pledged  29,981
  Other Sales Goods & Ser vices � Pledged  46,226
  Total Operating Revenues  372,071

  OPER  AT I NG EX PENSES
  Salar ies  2,574
  Professional Fees and Services  21,289
  Travel  4
  Mater ials and Supplies  1,416
  Communication and Utilities  1,559
  Repairs and Maintenance  57,482
  Rent als  2
  Contracted Ser vices  83,740
  Adver t isi ng  235
  Depreciation and A mor tization  105,885
  Other Operating Expenses  11,179
  Total Operating Expenses  285,365
  Operating Income  86,706

  NONOPER ATI NG R EV EN U ES ( EX PENSES)
  L ea se Revenue  1,837
  Interest and Invest ment Income  35,557
  Net Increase in Fair Value of Invest ments  2,473
  Amor tization  25,121
  Interest Expense  (126,654)
  Bond Issuance Expenses  (9,074)
  Other Financing Fees  (42)
  Set tlement of Claims Revenue  1
  Other Nonoperating Expenses  (247)
  Total Nonoperating Revenues (Expenses)  (71,028)
  Income before Transfers  15,678

  TR A NSFER S
  Transfers In ( Note 8)  13,022
  Total Transfers  13,022
  Change in Net Position  28,700

  Net Position, September 1, 2023  217,375
  Net Position, Aug ust 31, 2024  $ 246,075

  The accompanying notes to the f inancial statements are an integ ral par t of this f inancial statement.







Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 19

=== PDF PAGE 28 ===
  Central Texas Turnpike System
  Statement of Cash Flows
  For the Fiscal Year Ended August 31, 2024 (Amounts in Thousands)

  CASH FLOWS FROM OPERATING ACTIVITIES
  Proceeds f rom Customers  $ 366,050
  Pay ments to Suppliers for Goods and Ser vices  (161,378)
  Net Cash Provided by Operating Activities  204,672

  CASH FLOWS FROM CA PITA L A N D R ELATED FI NA NCI NG ACTI V ITIES
  Proceeds f rom Land Revenue  1,837
  Pay ments for Debt Issuance Costs  (6,861)
  Proceeds f rom Ref u nding  2,671
  Cont ributions to Ref unding  (5,610)
  Pay ments of Pr incipal on Debt and Other Liabilities  (78,425)
  Pay ments of Interest on Debt and Other Liabilities  (98,363)
  Pay ments for Other Financing Fees  (42)
  Net Cash ( Used) By Capital A nd Related Financing Activities  (184,793)

  CASH FLOWS FROM I N V ESTI NG ACTI V ITIES
  Proceeds f rom Interest and Invest ment Income  31,243
  Pay ments for A rbit rage Rebate  (247)
  Payments to Acquire Investments  (31,297)
  Net Cash ( Used) By Investing Activities  (301)

  Net Increase In Cash A nd Cash Equivalents  19,578

  Cash A nd Cash Equivalents � Begin ning  560,700
  Cash A nd Cash Equivalents � Ending  $ 580,278

































Page 20  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

=== PDF PAGE 29 ===
  Central Texas Turnpike System
  Statement of Cash Flows (concluded)
  For the Fiscal Year Ended August 31, 2024 (Amounts in Thousands)

  R ECONCILI ATION OF OPER ATI NG I NCOM E TO NET CASH
  PROV I DED BY OPER ATI NG ACTI V ITIES
  Operating Income  $ 86,706
  Adju st me nt s:
  Depreciation  105,885
  Other Non�  Cash Items  (907)
  Decrease in Receivables  523
  Decrease in Inventories  43
  Increase in Payables  21,121
  (Decrease) in Due to Other Fu nds  (1,152)
  (Increase) in Due f rom Other Fu nds  (7,547)
  Total Adjust ments  117,966
  Net Cash Provided by Operating Activities  $ 204,672

  NONCASH I N V ESTI NG, CA PITA L , A N D FI NA NCI NG ACTI V ITI ES:
  Net change in Fair Market Value of Invest ments  $ 2,473
  Accretion on Bonds Payable  $ (31,298)
  A mor tization of Shor t�Ter m Invest ments  $ 3,559
  Amor tization of Bonds Payable  $ 25,121
  A mor tization of Defer red Inf  low/Outf  low  $ 3,959
  Defeasance of Long�Ter m Debt  $ (1,924,902)
  Proceeds from Bond Issuance  $ 1,813,570

  The accompanying notes to the f inancial statements are an integ ral par t of this f inancial statement.


































Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 21

=== PDF PAGE 30 ===
Page 22  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

=== PDF PAGE 31 ===
Note 1 – Summary of Significant Accounting Policies  �������������������������������������������������������������������������������������������  24
Note 2 – Capital Assets  �������������������������������������������������������������������������������������������������������������������������������  28
Note 3 – Deposits, Investments, and Repurchase Agreements  ����������������������������������������������������������������������������������  29
Note 4 – Summary of Long�Term Liabilities  ������������������������������������������������������������������������������������������������������  31
Note 5 – Bonded Indebtedness  �����������������������������������������������������������������������������������������������������������������������  32
Note 6 – Retirement Plan and Postemployment Benefits other than Pensions  ����������������������������������������������������������������  34
Note 7 – Subscription�Based Information Technology Arrangements (SBITA)  ��������������������������������������������������������������  34
Note 8 – Interfund Activity  ���������������������������������������������������������������������������������������������������������������������������  34
Note 9 – Continuance Subject to Review  ����������������������������������������������������������������������������������������������������������  35
Note 10 – Commitments & Contingencies  ���������������������������������������������������������������������������������������������������������  35
Note 11 – Risk Financing & Related Insurance  ���������������������������������������������������������������������������������������������������  36
Note 12 – Subsequent Events  ������������������������������������������������������������������������������������������������������������������������  36











































Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 23

=== PDF PAGE 32 ===
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reporting Entity

  The accompanying financial statements reflect the financial position of the Central Texas Turnpike System (CTTS). CTTS is an
enterprise fund of the Texas Department of Transportation (TxDOT), an agency of the state of Texas. The Texas Transportation Commission
(Commission), the governing body of TxDOT, has the authority to commit CTTS to various legal agreements.

  As of Aug. 31, 2024, CTTS consists of State Highway 130 Segments 1 through 4, State Highway 45 North, CTTS tolled portion of
Loop 1 and State Highway 45 Southeast. A portion of the costs of planning, designing, engineering, developing and constructing of the
first three elements was financed by bonds issued by the Commission. In fiscal 2013, State Highway 45 Southeast was transferred to
CTTS. In the future, at the Commission’s discretion, additional projects may be added to CTTS.

  CTTS does not have any employees, although labor costs are included in the cost of constructing, operating and maintaining CTTS.
When TxDOT staff members perform work on behalf of CTTS, the proportionate cost of that labor is reported as an expense of CTTS.
TxDOT’s risk financing and insurance programs apply to CTTS.

  The records of CTTS are maintained in accordance with the practices set forth in the provisions of the indentures of the outstanding
revenue bonds.  These practices are modeled after generally accepted accounting principles that are similar to private business enterprises.

Basis of Presentation and Basis of Accounting

  The accompanying financial statements were prepared in conformance with generally accepted accounting principles (GAAP) as
prescribed by the Governmental Accounting Standards Board (GASB). Financial reporting for CTTS is based on all GASB pronouncements.
The data in this report is combined and consolidated by the Texas Comptroller ’s Office with similar data from other state agencies and
universities in the preparation of the state of Texas Annual Comprehensive Financial Report (ACFR).

GASB Pronouncements and Implementation Guides Effective for Fiscal 2024

In fiscal 2024 CTTS adopted the following new GASB pronouncements and implementation guides:

  ●  GASB Statement No. 99, Omnibus 2022. Paragraphs 4�10 related to financial guarantees and derivative instruments.

  ●  GASB Statement No. 100, Accounting changes and Error Corrections, an Amendment of GASB Statement No. 62. This statement
  defines and prescribes the accounting and financial reporting for each type of accounting changes and error corrections. It requires
  that (a) changes in accounting principles and error corrections be reported retroactively by restating prior periods, (b) changes
  to or within the financial reporting entity be reported by adjusting beginning balances of the current period, and (c) changes in
  accounting estimates be reported prospectively by recognizing the change in the current period. This statement also requires that
  the aggregate amount of adjustments to and restatements of beginning net position, fund balance, or fund net position be displayed
  by reporting unit in the financial statements. This statement requires disclosure in notes to financial statements of descriptive
  information about the changes. The quantitative effects on beginning balances should be disclosed by reporting unit in a tabular
  format. It also addresses how information related to the changes in accounting principles or error correction should be presented
  in required supplementary information (RSI) and supplementary information (SI).

  ●  Implementation Guide 2021�1, Implementation Guidance Update � 2021. Questions 5.1 – Capitalization Policy.

  ●  Implementation Guide 2023�1, Implementation Guidance Update � 2023. This Implementation Guide provides new questions
  and answers related to GASB statements No. 87, 96 and 100. It also includes an amendment to Question 4.16 on leases in
  Implementation Guide 2019�3.

  These financial statements present only the financial position, changes in financial position and cash flows of CTTS. They are not
intended to, and do not, present fairly the financial position, changes in financial position or cash flows of TxDOT. The reporting period
is for the state fiscal year ended Aug. 31, 2024.

Fund Structure

  The activity of CTTS is reported in a proprietary fund.  Proprietary funds are accounted for using the economic resources measurement
focus and the accrual basis of accounting. Under the accrual basis, revenues are recognized when earned and expenses are recognized
at the time liabilities are incurred.





Page 24  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

=== PDF PAGE 33 ===
  A proprietary fund distinguishes operating from nonoperating items. Operating revenues and expenses result from providing services
or producing and delivering goods in connection with the proprietary fund’s principal ongoing operations. Operating expenses for an
enterprise fund include cost of sales and services, administrative expenses and depreciation on capital assets.

Assets, Deferred Outflows, Liabilities, Deferred Inflows and Net Position

Cash and Cash Equivalents

  For reporting purposes, cash and cash equivalents include cash on hand, cash in transit, cash in local banks, cash in the treasuries,
money market funds, state and local government investment pools, and cash equivalents. The statement of cash flows presents the change
in cash and cash equivalents during the fiscal year. Cash equivalents are defined as short�term, highly�liquid investments that are both
readily convertible to known amounts of cash and so near maturity they present insignificant risk of a decrease in value due to changes in
interest rates. Investments with an original maturity of three months or less and used for cash management rather than investing activities
are considered cash equivalents.

Investments

  Short�term investments are investments with a maturity greater than 90 days but less than one year at the time of purchase. Short�
term investments are recorded on an amortized cost basis. Long�term investments are investments with a maturity of one year or more
at the time of purchase. Long�term investments are recorded at fair value based upon quoted market prices as of the fiscal year end.
All investment income, including changes in the fair value of investments, is recognized as nonoperating revenue in the Statement of
Revenues, Expenses and Change in Net Position. See Note 3 for more information.

Accounts Receivable

  The accounts receivable asset is comprised of toll operations revenue earned but not yet received by CTTS of $123.1 million, net of
an allowance for doubtful accounts of $97.5 million, as of Aug. 31, 2024.

Interest and Dividends Receivable

  The amount of interest and dividends that has been earned, but which has not yet been received as of fiscal year end.

Due from Other Funds

  Due from other funds represents amounts due to other funds within TxDOT, for a variety of costs. See Note 8 for more information.

Consumable Inventory

  Consumable inventory consists of toll tags. The consumption method of accounting is used to account for inventory. The costs of
these items are expensed when the items are distributed to consumers.

Restricted Assets

  Restricted assets include monies or other resources restricted by legal or contractual requirements. These assets include proceeds of
enterprise fund notes/loans, revenue bonds and revenues set aside for statutory or contractual requirements. CTTS may receive funding
whose related expenditure is restricted to certain activities. In situations where both restricted and unrestricted resources are available to
cover expenses, CTTS will first expend the restricted resources and cover additional costs with unrestricted resources. CTTS reserves
the right to selectively defer the use of restricted assets.

Capital Assets

  Capital assets, which include buildings, construction in progress, infrastructure, intangible assets, land and permanent land�use rights,
are capitalized and reported in the financial statements.

  Capital assets are assets with a cost above a set minimum capitalization threshold that, when acquired, have an estimated useful life
of more than one year. Land, permanent land�use rights and construction in progress do not have a capitalization threshold and are not
depreciated. The capitalization thresholds and useful lives of CTTS’ depreciable capital assets are as follows:








Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 25

=== PDF PAGE 34 ===
  Capitalization  of Assets
  Capitali zat ion  Est imated
  Ty  p  e  Threshold  Usefu l Li fe
  Buildings and Building Improvements  $100,000  22 yea r s
  Inf rast r uct ure, Depreciable  $500,000  40 yea r s
  Internally Developed Software  $1,000,000  5 yea r s
  Intangible R ight�  to�  Use Asset �  Subscr iption based IT A r rangements (SBITAs)$500,000  > 1  Ye  a  r

  All capital assets are capitalized at cost or estimated historical cost if actual historical cost is not available. Donated capital assets
are recorded at acquisition value at the date of donation. Costs of normal maintenance and repairs that do not add value to the asset or
materially extend the asset’s useful life are not capitalized.

  CTTS uses the depreciation approach for reporting both highways and highway bridges of the infrastructure assets. Under the
depreciation approach, infrastructure assets are depreciated over a 40�year life, and certain preservation costs are capitalized. The
capitalization threshold of $500,000 is used for both highway bridges and roadways.

  CTTS also holds three years of infrastructure costs in construction in progress at all times. At the fourth year, the first year is moved
to depreciable infrastructure. The three�year assumption is based on a 2.7 year contract life when using the weighted dollar analysis of
project costs and completion dates over the ten year history.

  Internally generated software costs are recorded as construction in progress during the application development stage of the project.
Development costs are moved to Computer Software the year the asset is placed into service. See Note 2 for more information on Capital
Assets.

  The intangible Right To Use (RTU) subscription asset is measured at the amount of the initial measurement of the subscription
liability, plus any payments made to the SBITA vendor before the commencement of the subscription term plus any payments made in
the implementation stage at or before the commencement of the subscription term. A RTU subscription asset should be amortized in a
systematic and rational manner over the shorter of the subscription term or the useful life of the underlying asset. The amortization of
the RTU subscription asset should be reported as an outflow of resources over the subscription term.  See Note 7 for more information.

Deferred Inflows of Resources and Deferred Outflows of Resources

  Deferred outflows of resources are a consumption of net position by the government that is applicable to a future reporting period.
Deferred outflows of resources increase net position, similar to assets. Loss on refunding debt is reported as deferred outflows of resources.

  Deferred inflows of resources are on acquisition of net assets by TxDOT that are applicable to a future reporting period. Deferred
inflows have a negative effect on net position, similar to liabilities.

Accounts Payable

  Accounts payable represents the liability for the value of assets or services received during the reporting period for which payment
is pending.

Interest Payable

  Interest payable represents the liability for the interest expense incurred during the reporting period for which payment is pending.

Due to Other Funds

  Due to other funds represents amounts due to other funds within TxDOT, for a variety of costs. See Note 8 for more information.

Unearned Revenue

  Unearned revenue is reported when cash or other assets are received prior to being earned.

Revenue Bonds Payable

  Revenue bonds payable are reported at par less unamortized discount or plus unamortized premium. Payables are reported separately
as either current or noncurrent in the statement of net position. See Notes 4 and 5 for more information




Page 26  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

=== PDF PAGE 35 ===
Subscription Obligations

  GASB 96 requires the subscription obligations be recognized at the commencement of the SBITA term when the subscription asset
is placed into service. The subscription liability should be initially measured at the present value of subscription payments expected to
be made during the subscription term. See Notes 4 and 7 for more information.

Net Position

  Proprietary funds report net position as the residual amount in a statement of net position. The categories of net position reported in
this report include:

Net Investment in Capital Assets

  Net investment in capital assets consists of capital assets (net of accumulated depreciation), and deferred outflow of resources, reduced
by outstanding balances for bonds, notes and other debt that are attributed to the acquisition, construction or improvement of those assets.

Restricted

  Restricted net position results when constraints placed on net position’s use are either externally imposed by creditors, grantors,
contributors and the like, or imposed by law through constitutional provisions or enabling legislation. The restricted component of net
position represents restricted assets reduced by liabilities related to those assets.

Unrestricted

  Unrestricted net position consists of the assets and liabilities that are not included in the determination of net investment in capital
assets or the restricted component of net position.

Revenues, Expenses, and Transfers

Operating Revenues

  CTTS operating revenues for fiscal year 2024 are mainly comprised of $295.9 million in toll revenue. This represents $323.1 million
in gross toll revenue, less an increase in allowance for doubtful accounts of  $27.2 million. CTTS also earned toll fees of $30.0 million
and other sales revenue of $46.2 million.

Operating Expenses

  Operating expenses include expenses incurred in operating the toll roads and the customer service center, and depreciation and
amortization on capital assets.

Nonoperating Revenues/Expenses

  Nonoperating revenues are mainly comprised of interest and investment revenue and lease revenue. Nonoperating expenses are any
expenses not classified as operating, including bond interest expense and accretion on capital appreciation bonds

Transfers

  Transfers In/Out represents the flow of assets between funds. See Note 8 Interfund Activity for more information.



















Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 27

=== PDF PAGE 36 ===
NOTE 2 – CAPITAL ASSETS

  The table below presents the composition of CTTS’ capital assets, reclassifications, additions and deletions during fiscal 2024.
The reclassifications column represents completed construction projects, and transfers of capital assets between the governmental and
business�type activities of TxDOT. The additions column includes current year purchases, depreciation and amortization. The deletions
column represents assets removed during the current fiscal year via sale or disposition.

 Capital Assets Activity
 For the Fiscal Year Ended August 31, 2024
 (Amounts in Thousands)
  Balance  Reclass-  Balance
  09/1/2023  if ications  Additions  Deletions  08/31/2024

 Non-Depreciable Assets & Non-Amor t i zable Assets
 Land  $ 668,525  $  $  $  $ 668,525
 Constr uction in Progress  48,761  (29,443)  19,318
 Land Use R ights  19,466  19,466
  Total Non�  Depreciable Assets  736,752  (29,443)  0  0  707,309

 Depreciable Assets
 Buildi ngs  8,360  8,360
 Infrastr uct ure  2,391,723  29,443  2,421,166
  Total Depreciable Assets  2,400,083  29,443  0  0 2,429,526

 Less Accumulated Depreciation for:
 Buildi ngs  (6,284)  (361)  (6,645)
 Infrastr uct ure  (660,888)  (56,933)  (717,821)
  Total Accumulated Depreciation  (667,172) 0  (57,294)  0  (724,466)
 Depreciable Assets, Net  1,732,911  29,443  (57,294)  0  1,705,060

 Intangible Capital Assets - Amor t i zable
 Sof t wa re  51,063  51,063
  Total A mor tizable Assets  51,063  0  0  0  51,063

 Less Accu mulated A mor tization for:
 Sof t wa re  (21,276)  (14,893)  (36,169)
  Total Accu mulated A mor tization  (21,276)  0  (14,893)  0 (36,169)
 Amor tizable Assets, Net  29,787  0  (14,893)  0  14,894

 Intangible R ight to Use ( RTU ) Assets - Amor t i zable
 Subscriptions  129,176  129,176
 Total A mor tizable RT U Assets  129,176  0  0  0 129,176

 Less Accu mulated A mor tization for:
 Subscriptions  (33,698)  (33,698)  (67,396)
  Total Accu mulated A mor tization RT U Assets  (33,698) 0  (33,698)  0  (67,396)
 A mor tizable Intangible RT U Assets, Net 95,478  0  (33,698)  0 61,780

 Total Capital Assets, Net  $ 2,594,928  $ 0  $ (105,885) $ 0 $ 2,489,043







Page 28  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

=== PDF PAGE 37 ===
NOTE 3 – DEPOSITS, INVESTMENTS, AND REPURCHASE AGREEMENTS

  CTTS is authorized by statute to make investments following the “prudent person rule”. CTTS has complied, in all material respects,
with statutory authorization, bond documents, constraints and commission policies during the period.

Deposits

  The following amounts consist of all cash and cash equivalents in local banks. These amounts are included on the combined statement
of net position as part of the “cash and cash equivalents” accounts.

  Cash and Cash Equivalents - Carrying Amount
  August 31, 2024 (Amounts in Thousands)
  Cur rent Assets Cash  $ 2,611

  Cash and Cash Equivalents � Car r ying A mou nt  $ 2,611


Investments

Measurement

  CTTS categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles.
The hierarchy is based on the valuation inputs used to measure the fair value of the asset. The three�tiered fair value hierarchies are as
follows.

  ●  Level 1 – Quoted prices in active markets for identical investments

  ●  Level 2 – Significant other observable inputs other than quoted market prices

  ●  Level 3 – Significant unobservable inputs

As of Aug. 31, 2024, the measurements of CTTS’s investments are summarized below:

  Investment Fair Value and Maturities
  August 31, 2024 (Amounts in Thousands)

  Fair Value Hierarchy  Other Measurement
  Investment Type  Level  1  Amor t i zed Cost  To  t  a  l


  Money Market Mut ual Fu nds  $  $ 5,485  $ 5,485
  Gover n ment Sponsored Entities  82,691  82,691
  Gover n ment I nvest ment Pools  393,650  393,650
  Repu rchase Ag reements  171,532  171,532
  US Treasu r y Secu r it ies  7,000  7,000
  Total Invest ments  $ 82,691  $ 577,667  $ 660,358


  Government sponsored entities investments of $82.7 million with maturities of one year or more are valued at quoted market prices
(Level 1 input).

  As of Aug. 31, 2024, CTTS also has the following types of investments which are excluded from measurement at fair value according
to GASB 72.

  ●  Investments in money market mutual funds, US treasury securities, government investment pools and repurchase agreements of
  $577.7 million with maturities less than one year are valued at amortized cost.





Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 29

=== PDF PAGE 38 ===
Custodial Credit Risk - Investments

  Custodial credit risk for investments is the risk that, in the event of the failure of the counterparty, the Commission will not be able to
recover the value of its investments or collateral securities that are in the possession of an outside party. The Commission’s investment
policy states that all securities purchased by the Commission shall be designated as assets of the Commission and shall be protected
through the use of a third�party custody/safekeeping agent, which may be a Trustee.

Credit Risk - Investments

  Direct credit risk for investments is the risk that an issuer or other counterparty to an investment will not fulfill its obligations. The
investment policy prohibits the Commission from entering into long�term investment agreements or other ongoing investment transactions
with a final maturity or termination date of longer than six months with any financial institution that initially has a long� term rating
category of less than “A” and that does not have at least one long�term rating of at least “AA” by a nationally recognized statistical rating
organization (NRSRO). All investments made by the Commission have been made through a firm on the then�current list of qualified
financial institutions approved by the Commission.

  The Commission’s policy does not limit the amount of investment in obligations of the United States or its agencies.

  As of Aug. 31, 2024, CTTS’ investments had the following ratings:

  Investment Credit Ratings
  August 31, 2024 (Amounts in Thousands)

  Standard
  Investment Type  Valuat ion  M o o d y’s  &  Po o r ’s  Fitch
  Money Market Mut ual Fu nds:
  J PMorgan US Gover n ment Fu nd  $ 5,450  Aaa�mf  AAAm  AAAmmf
  Morgan Stanley Instl Liquidit y Gover n ment Fu nds  35  Aaa�mf  AAAm  AAAmmf
  Gover n ment Sponsored Entities:
  Federal Far m Credit Ban ks  9,437  Aaa  A  A+  A  A+
  Federal Home Loan Mor tgage Cor poration  73,254  Aaa  A  A+  A  A+
  Gover n ment I nvest ment Pools:
  Te  x  P  o  o  l  P  r  i  m  e  393,650  NR  AAAm  NR
  Repu rchase Ag reements:
  Repo (TTSTC)  171,532  NR  AAAf  NR
  US Treasu r y Secu r it ies:
  US Treasu r y State and Local Gover n ment Ser ies  7,000  Aaa  A  A+  A  A+
  To  t  a  l  $ 660,358

  N R= Not Rated

Concentration of Credit Risk

  Concentration of credit risk is the risk of loss attributed to the magnitude of a government’s investment in a single issuer. Assets held
shall be diversified to eliminate the risk of loss resulting from over�concentration of assets in a specific maturity, a specific issuer or a
specific class of securities. As of Aug. 31, 2024, the following investments exceeded five percent of the total portfolio: Federal Home
Loan Mortgage Corporation, TexPool Prime and the Repurchase Agreement.

  The Commission addresses diversification in the Commission’s Investment Policy. Diversification strategies shall be determined and
revised periodically by the investment officer.

Interest Rate Risk

  Interest rate risk is the risk that changes in interest rates will adversely affect the fair value of an investment. The Commission has
addressed interest rate risk in its various accounts by matching as closely as possible anticipated cash flows with income and return of
principal on investments. Investment maturities are noted in the investment table. Approximately 87.3 percent of the investments mature
within one year. Market value fluctuation of the overall portfolio is minimized by keeping the weighted average maturity low.

Page 30  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

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NOTE 4 – SUMMARY OF LONG-TERM LIABILITIES

  As of Aug. 31, 2024, CTTS had six bond issues and one subscription obligation outstanding. Additional detail is provided in the
sections that follow. As detailed below, the following changes occurred in long�term liabilities during the year ended Aug. 31, 2024.

  Long-Term  Liabilities Activity
  For the Fiscal Year Ended August 31, 2024 (Amounts in Thousands)

  Beginning  Ending
  Balance  Balance  Due Within  A  mou  nt  s  D  ue
  09/01/2023  Adjustments*  Additions**  Reduct ions ***  08/31/2024  One Year  Thereafter

  Revenue Bonds Payable  $ 2,650,007  $ 65,975  $ 1,665,003  $ (1,665,433)  $ 2,715,552  $ 76,806  $ 2,638,746
  Revenue Bonds � Direct Placements  225,000  (225,000)
  Right�  to�  Use Subscription
 Obligat ions  108,913  (28,107)  80,806  49,714  31,092
  To  t  a  l  $ 2,983,920  $ 65,975  $ 1,665,003  $ (1,918,540)  $ 2,796,358  $ 126,520  $ 2,669,838

  * Includes cu r rent year amor tization of premiu ms and discou nts, new issued premiu ms and adjust ments due to ref u nding.
  ** Includes cu r rent year accretion and ref u nding bonds.
  *** Includes ref u nded and retired bonds.

Pledged Future Revenues

  Pledged revenues are those specific revenues that are formally committed to directly secure the payment of bond debt service. The
table below provides information on pledged revenue and pledged future revenue of the CTTS revenue bonds.

  Pledged Future Revenue (Amounts in Thousands)

  Pledged Revenue Required for Fut u re Pr incipal and Interest on Existing Debt  $  3,867,328
  Ter m of Com mit ment Ending  8  / 15  /  2  0  4 2
  Percentage of Revenue Pledged  9 6 .9 2 %
  Cu r rent Year Pledged Revenue  $  393,406
  Cu r rent Year Pr incipal and Interest Paid  $  16  0  , 74  5





























Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 31

=== PDF PAGE 40 ===
NOTE 5 – BONDED INDEBTEDNESS

Revenue Bonds

  Transportation Code, Chapter 228 Subchapter C authorizes the Commission to issue revenue bonds to pay a portion of the costs
of planning, designing, engineering, developing and constructing the CTTS. The bonds are payable from and secured solely by a first
and second lien on, as applicable, and pledge of the trust estate. The trust estate consists of all project revenues and all project earnings
including investment earnings deposited into the revenue fund, construction fund (except for any amounts held in a sub�account containing
monies derived from the state highway fund or any monies received by the Commission that are restricted to another use), the debt service
fund, the debt service reserve fund, the rate stabilization fund, and the general reserve fund.

  In an event of default under the terms of the Indenture of Trust dated as of July 15, 2002, the Trustee may take the following actions
and upon the written request of the owners of not less than 20 percent in principal amount of outstanding obligations shall proceed to:

(i)  Protect and enforce its rights and the rights of the owners under the state law and the Indenture by such suits, actions or special
  proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for mandamus or
  the specific performance of any covenant or agreement contained in the Indenture or in aid or execution of any power granted by the
  Indenture or for the enforcement of any proper legal or equitable remedy, as the Trustee, being advised by counsel, shall deem most
  effectual to protect and enforce such rights.

(ii)  In the enforcement of any remedy under the Indenture the Trustee shall be entitled to sue for, enforce payment of and receive any
  and all amounts then or during any event of default becoming, and at any time remaining, due from the Commission.

  Miscellaneous Bond Information
  (Amounts in Thousands)
  Maturit ies
  Bonds
  Issued  Range of  First  Last  Fi rst Cal l
  Descript ion of Issue  to Date  Date Issued  Interest Rates  Ye  a  r  Ye  a  r  Date
  First Tier Revenue Bonds Ser ies 2002�  A
  Non�  Callable Capital Appreciation Bonds***  $ 817,944  08/29/2002  4.47%  5.75 %  2 012  2030  n  /a
  Callable Capital Appreciation Bonds**  325,494  08/29/2002  6.0 0%  6 .10 %  2025  2038  08/15/2012
  First Tier Revenue Ref u nding Bonds Ser ies 2012�  A**  585,330  11/27/2012  4.0 0%  5.0 0 %  2038  2  0  41  08/15/2022
  First Tier Revenue Ref u nding Bonds Ser ies 2015�  B**
  Cu r rent Interest Bonds + Ter m Bond**  198,025  02/04/2015  5.0 0 %  5.0 0 %  2 032  2037  08/15/2024
  Capital Appreciation Bonds ***  139,703  02/04/2015  4.36%  4.38%  2036  2037  08/15/2024
  Second Tier Revenue Ref u nding Bonds, Ser ies 2015�  C**  1,157,320  02/04/2015  5.0 0 %  5.0 0 %  2022  20 42  08/15/2024
  First Tier Revenue Ref u nding Bonds Ser ies 2020�  A  179,475  03/05/2020  3.0 0 %  5.0 0 %  2039  2040  08/15/2030
  First Tier Revenue Ref u nding Var iable Rate Bonds Ser ies 2020�  B**  225,000  03/05/2020  VA  R  VA  R  20 42  20 42  *
  First Tier Revenue Ref u nding Bonds Taxable Ser ies 2020�  C  279,305  03/05/2020  3.03%  3.03%  2  0 31  2  0  41  08/15/2030
  First Tier Revenue Ref u nding Bonds Ser ies 2024�  A  386,210  08/07/2024  5.0 0 %  5.0 0 %  2 032  2038  08/15/2034
  First Tier Revenue Ref u nding Put Bonds Ser ies 2024�  B  225,000  08/07/2024  5.0 0 %  5.0 0 %  20 42  20 42  05/15/2030
  Second Tier Revenue Ref u nding Bonds Ser ies 2024�  C  1,022,495  08/07/2024  5.0 0 %  5.0 0 %  2  0 31  20 42  08/15/2034
  To  t  a  l  $ 5,5 41, 301

  * Bonds are subject to redemption pr ior to their respective mat u r ities at the option of the Com mission.
  ** These bonds are not outstanding as of 08/31/24.
  *** Bonds issued to date include interest accreted to pr incipal.

  Neither the state, Commission, TxDOT nor any other agency or political subdivision of the state is obligated to pay the principal,
premium, discount or interest on the CTTS revenue bonds except from the trust estate. The bond indenture does not create a mortgage
on the CTTS.








Page 32  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

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  Debt service requirements for the First Tier Revenue Bonds as of Aug. 31, 2024, are detailed in the following tables:

  Debt Service Requirements - Revenue Bonds (Amounts in Thousands)
  Revenue Bonds
  Ye  a  r  Principal  Interest  To  t  a  l
  2025  $ 60,410  $ 99,935  $ 160,345
  2026  77,205  98,119  175,324
  2027  84,355  98,119  182,474
  2028  91,830  98,119  189,949
  2029  97,040  98,119  195,159
  2030�  2034  609,380  446,544  1,055,924
  2035�  2039  905,420  269,099  1,174,519
  2040� 2042  679,710  53,924  733,634
  2,605,350  1,261,978  3,867,328
  Unamor tized Accretion  (95,599)  (95,599)
  Unamor tized Premiu m  205,801  205,801
  To  t  a  l  $ 2,715,552  $ 1,261,978  $ 3,977,530

Refunding

  The Commission authorized the issuance of CTTS revenue refunding bonds with the Ninth Supplemental Indenture of Trust, dated as
of Aug. 1, 2024 to refund the outstanding Series 2012�A, all of Series 2015�B bonds, all of Series 2015�C bonds and all of Series 2020�
B bonds. The Commission issued refunding bonds Series 2024�A, Series 2024�B and Series 2024�C with par values of $386.2 million,
$225.0 million and $1.0 billion, respectively for a total par amount of $1.6 billion. Premiums associated with the Series 2024�A, 2024�B
and 2024�C bonds were $50.5 million, $18.2 million and $120.2 million. The underwriter ’s discount associated with the transaction
amounted to $6.4 million, resulting in net proceeds of $1.8 billion. The issuance closed on Aug. 7, 2024.

  Refunding Issues
  (A mou nts in Thousands)
  For Ref u ndi ng Only
  Refunding Issued Par
  Descr ipt ion  Ty pe of Ref u nding  A mount Ref unded  Va  l  u  e  Cash Flow Increase  Economic Gai n
  Ser ies 2024�  A  Cu r rent Ref u ndi ng  $ 443,923  $ 386,210  $ 81,481  $ 38,291
  Ser ies 2024�  B*  Cu r rent Ref u ndi ng  242,040  225,000  -  -
  Ser ies 2024�  C  Cu r rent Ref u ndi ng  1,141,090  1,022,495  154,664  123,570
  CTTS Total  $ 1,827,053  $ 1,633,705  $ 236,145  $ 161,861

  *Represents a change in mode f rom one var iable rate to another mode.

Defeased Bonds

  The Commission has defeased various bond issues by placing funds in irrevocable trusts with external financial institutions to provide
for all future debt service payments on the old bonds. As of Aug. 31, 2024, the amount of CTTS defeased bonds that remain outstanding
are presented in the following table:

  Defeased Bonds Outstanding (Amounts in Thousands)
  Descript ion  P  a  r  Va  l  u  e
  Revenue Bonds
  First Tier Revenue Bonds Ser ies 2002�  A Capital Appreciation Bonds*  $ 6,270
  First Tier Revenue Ref u nding Bonds Ser ies 2012�  A  123,235
  First Tier Revenue Ref u nding Bonds Ser ies 2015�  B  198,025
  Second Tier Revenue Ref u nding Bonds Ser ies 2015�  C  1,141,090
  To  t  a  l  $ 1,468,620

  * Includes $4,459 of accreted interest.

Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 33

=== PDF PAGE 42 ===
NOTE 6 - RETIREMENT PLAN AND POSTEMPLOYMENT BENEFITS OTHER THAN PENSIONS

  CTTS, an enterprise fund of the Texas Department of Transportation (TxDOT), is part of TxDOT’s reporting entity. CTTS does not
have any employees and does not make contributions to any retirement plans or other postemployment benefits (OPEB) plans. TxDOT
employees provide all accounting and administrative services for CTTS. Those employees are members of the Employee Retirement
System of Texas defined benefit pension plan (ERS Plan) and the State Retiree Health Plan (SRHP). CTTS is not obligated in any form
for the funding of the pension benefits provided by the ERS Plan or the postemployment benefits provided through the SRHP. Allocation
of the pension and OPEB liabilities and expense for CTTS is deemed unnecessary and not required. The details are disclosed in the
TxDOT’s Annual Comprehensive Financial Report for the pension plan in Note 8 and the OPEB plan in Note 10.

NOTE 7 – SUBSCRIPTION-BASED INFORMATION TECHNOLOGY ARRANGEMENTS (SBITA)

  TxDOT implemented GASB Statement No. 96 Subscription Based Information Technology Arrangements during fiscal 2023, and
recognized one agreement in support of the Texas Department of Transportation Tolls Back Office System (TxBOS). The initial term
was for one year from June 30, 2022 to June 29, 2023 with the option to renew for three additional one�year periods. As of August 31,
2024, two renewals have been exercised. The subscription asset and accumulated amortization are $129.2 million and $67.4 million.

  Below are the principal and interest requirements:

  Future Subscription Payments
  (Amounts in Thousands)
  Total Future Minimum
  Ye  a  r  Principal  Interest  Subscript ion Payments
  2025  $ 49,714  $ 2,233  $ 51,947
  2026  31,092  418  31,510
  To  t  a  l  $ 80,806  $ 2,651  $ 83,457



NOTE 8 – INTERFUND ACTIVITY

  Transfers In/Out represents the flow of assets (cash or goods) between CTTS and other funds of TxDOT. The State Highway Fund
(SHF) is the major governmental fund of TxDOT. The Grand Parkway Transportation Corporation (GPTC) is a blended component unit
of TxDOT. The State Highway 249 System (SH249) is an enterprise fund of TxDOT. In fiscal 2024, CTTS transfers in from other funds
were $13.0 million. $4.8 million of this amount represented GPTC and SH249’s contribution to the SBITA reported by CTTS.

  Due To and Due From Other Funds represent amounts due to or due from other funds within TxDOT, for a variety of costs.

  At the end of fiscal 2024, the net Due To and Due From Other Funds were as detailed in the following tables:

  Interfund Balance
  August 31, 2024 (Amounts in Thousands)

  Categor y  Due To ( From)
  Due to SH F � Operations and Maintenance  $ 20,658
  Due f rom SH F � Veterans Waiver  (915)
  Net due to SH F f rom CTTS  $ 19,743














Page 34  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

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  Due from Other Funds totaled $31.7 million, as detailed in the following table:

  Interfund Balance
  August 31, 2024 (Amounts in Thousands)

  Due From
  (  T x Ta  g  To  l  l
  Categor y  Collection Acct)
  Due From SH F (TxTag Toll Collection Accou nt)  23,827
  $ 23,827

  Categor y  Due From SH249
  Due From SH249 � t ransaction fees  211
  $ 211

  Categor y  Due From GPTC
  Due From GPTC � t ransaction fees  7,643
  $ 7,643


  The $23.8 million balance due from the SHF (TxTag Toll Collection Account) is comprised of prepaid tolls and fees held in toll
custody funds as of Aug. 31, 2024. Also included are toll and fee revenues collected but not transferred from the SHF as of Aug. 31, 2024.


NOTE 9 – CONTINUANCE SUBJECT TO REVIEW
  Under the current Texas Sunset Act, TxDOT will be abolished effective Sept. 1, 2029, unless continued in existence by the 91st
Legislature as provided by the Act. If abolished, TxDOT may continue until Sept. 1, 2030 to wind down its operations. In the event that
TxDOT is abolished pursuant to the Texas Sunset Act or other law, Texas Government Code, Section 325.017(f), acknowledges that such
action will not alter the obligation of the abolished agency.

NOTE 10 – COMMITMENTS & CONTINGENCIES

Lawsuits and Claims

  CTTS is contingently liable in respect to lawsuits and claims in the ordinary course of business which, in the opinion of TxDOT’s
management, will not have a material adverse effect on the financial statements.

Arbitrage

  Rebatable arbitrage defined by Internal Revenue Code (IRC), Section 148, is earnings on tax exempt bond proceeds in excess of the
yield on the bond. The rebatable arbitrage must be repaid to the federal government. Pursuant to the applicable bond Indenture of Trust, a
Rebate Fund will be established under the Indenture to which deposits will be made upon the determination by a verification agent that a
rebate payment may be due. The amount of rebate due to the federal government is determined and payable during each five�year period
and upon final payment of the tax�exempt bonds. IRC Section 148 also provides for certain rebate exceptions, including an exception
if certain spend�out requirements of the bond proceeds are met. During fiscal 2024, a rebatable arbitrage liability of $246 thousand
was determined. This liability was subsequently paid to the IRS on Oct. 8, 2024, in fiscal 2025. TxDOT continues to monitor rebatable
arbitrage liabilities, and future liabilities are expected to remain immaterial to the agency’s overall financial condition.

  Significant Contract Commitments

  A contract was entered into with Faneuil, now TTEC, effective Nov. 15, 2019 for the provision of toll customer services. Contracts
were entered into with Accenture to provide programming services on May 1, 2020. Also, a General Engineering Consultant (GEC)
contract has been entered into with HNTB Corporation, effective May 8, 2024.

  In addition, two contracts were executed with Lone Star Paving Company on May 17, 2023 and Feb 7, 2024 respectively for highway
improvement.


Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System  Page 35

=== PDF PAGE 44 ===
  Disclosure of the contract commitments as of Aug. 31, 2024 is displayed below:

  CTTS Contract Commitments
  August 31, 2024  (Amounts in Thousands)

  Contract  Cash Paid  Remaining
  Contractor  Project Descript ion  Commitment  through 8/31/24  Commitment
  H NTB Cor poration  General Engineering Consultant  $ 20,124  $ 137  $ 19,987
  Lone Star Paving Company  Seg ment 2 Overlay  34,906  28,646  6,260
  Lone Star Paving Company  Seg ment 3 Overlay  40,924  14,423  26,501
  Accenture  Programming Services  60,000  59,912  88
  TTEC Gover n ment Solutions  Customer Ser vice Operations Provider  287,545  230,428  57,117
  To  t  a  l  $ 443,499  $ 333,546  $ 109,953



NOTE 11 - RISK FINANCING & RELATED INSURANCE

  CTTS is a toll system financed by the Texas Transportation Commission and owned and operated by TxDOT. CTTS does not have
any employees. TxDOT provides all accounting, debt financing and administrative services.

  TxDOT is exposed to a wide range of risks due to the size, scope and nature of its activities. Some of these risks include, but are not
limited to, property and casualty losses, workers’ compensation and health benefit claims, theft, damage of assets, etc. CTTS self�insures
through funds on deposit within the Rate Stabilization Fund. The amount of funds held on deposit in the rate stabilization fund for self�
insurance has been certified as actuarially sound by AMI Risk Consultants, Inc. To date, CTTS has not had to draw upon the funds in the
rate stabilization fund to settle any claims and therefore settlements have not exceeded self�insurance coverage.

  During the fiscal year, the Texas Transportation Commission maintained a Not�for  �Profit Entity and Directors, Officers Liability
Insurance Policies Including Employment Practices Claims Coverage in connection with CTTS.



NOTE 12 - SUBSEQUENT EVENTS

  On Oct. 31, 2024, the Texas Transportation Commission authorized the execution of a Tolling Service Agreement with the Harris
County Toll Road Authority (HCTRA), under which HCTRA will provide toll transaction processing and customer account management
services for certain toll roads owned or operated by TxDOT in the Austin and Houston regions, including the CTTS System. This
agreement was entered into to enhance customer service and improve back�office operational efficiency. TxDOT anticipates the transition
to HCTRA to be in multiple phases beginning by the end of calendar year 2024.
























Page 36  Fiscal Year Ending August 31, 2024 � Central Texas Turnpike System

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