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OrlandO-Orange COunty expressway authOrity AN INDEPENDENT SPECIAL DISTRICT OF THE STATE OF FLORIDA FISCAL YEAR ENDED JuNE 30, 2008 Comprehensive AnnuAl FinAnCiAl report staying ahead
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Page 1: FinAnCiAl report

OrlandO-Orange COunty expressway authOrity

AN INDEPENDENT SPECIAL DISTRICT OF THE STATE OF FLORIDA

FISCAL YEAR ENDED JuNE 30, 2008

Comprehensive AnnuAl FinAnCiAl report

staying ahead

Page 2: FinAnCiAl report

OrlandO-Orange COunty expressway authOrity

AN INDEPENDENT SPECIAL DISTRICT OF THE STATE OF FLORIDA

FISCAL YEAR ENDED JuNE 30, 2008

Prepared by Orlando-Orange CountyExpressway Authority Financial Office

Comprehensive AnnuAl FinAnCiAl report

staying ahead

Page 3: FinAnCiAl report

Introductory Section (A)

A-2 Letter of TransmittalA-4 Highlights of Fiscal Year 2008 Activities and AccomplishmentsA-13 Certificate of Achievement for Excellence in Financial ReportingA-14 Expressway System MapA-15 Organizational Chart

Financial Section (B)

B-1 Independent Auditors’ ReportB-2 Management’s Discussion and Analysis Basic Financial Statements B-8 Balance Sheets B-10 Statements of Revenues, Expenses and Changes in Net Assets B-11 Statements of Cash Flow B-13 Notes to Financial StatementsB-34 Required Supplementary InformationB-35 Calculation of the Composite Debt Service Ratio, as Defined by the Bond Resolutions and Related Documents

Statistical Section (C)

C-1 Revenues, Expenses and Changes in Net AssetsC-2 Net Assets by ComponentC-3 Toll Revenue by RoadwayC-4 Toll Transactions by RoadwayC-5 Toll Revenue by PlazaC-6 Toll Transactions by PlazaC-7 Breakdown of Toll RevenueC-8 Breakdown of Toll TransactionsC-9 Schedule of Toll RatesC-10 Average Toll RateC-11 Revenue Bond CoverageC-12 Ratio of Outstanding Debt by TypeC-13 Orlando-Kissimmee MSA Employment by Industry SectorC-14 Orlando MSA Population (by Age Group)C-15 Orlando MSA Principal EmployersC-15 Demographic and Economic StatisticsC-16 Contribution to Infrastructure AssetsC-17 Roadway and Facility StatisticsC-18 E-PASS®* Accounts and TranspondersC-19 Distribution of E-PASS Accounts by CountyC-20 Number of Employees by Identifiable Activity

Other Reports (D)

D-1 Independent Auditors’ Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit Performed in Accordance with Government Auditing Standards

D-3 Independent Auditors’ Report on Compliance with Bond Covenants

* E-PASS is a registered trademark of the Orlando-Orange County Expressway Authority.

Table of Contents

Page 4: FinAnCiAl report

STRengThenIng TRAnSpORTATIOn ThROugh pARTneRShIpS ...

A yeAR In RevIew

Page 5: FinAnCiAl report

INTRODUCTORY SECTION (A)

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a-2

november 21, 2008

authority Board MembersOrlando-Orange County expressway authority

the Comprehensive annual Financial report (CaFr) for the Orlando-Orange County expressway authority (the authority) for the fiscal year ended June 30, 2008 is hereby submitted.

in preparing this report, responsibility for accuracy of the data and the completeness and fairness of the presentation, including all disclosures, rests with the management of the Orlando-Orange County expressway authority. internal controls are designed to provide reasonable assurance regarding the safeguard of assets and the reliability of the financial records for preparing financial statements. Management believes it has established and maintained an internal control system that provides reasonable, but not complete, assurance that the enclosed data is accurate in all material respects and is reported in a manner designed to present fairly the financial position and results of operations of the authority, which is reported as an independent special district of the state of Florida, consisting of a single enterprise fund.

the authority established an audit committee whose primary function is to assist the authority Board in fulfilling its oversight responsibilities by reviewing the financial information, systems of internal controls and the audit process. the committee is comprised of five voting members: two members of the Board, a representative from the City of Orlando, a representative from Orange County and a member of the community that is recommended by the authority Board Chairman and approved by a majority vote of the authority Board.

the financial operations of the authority are independently audited on an annual basis. For the fiscal year 2008, Cherry, Bekaert & holland, l.l.p. conducted the audit and issued an unqualified (“clean”) opinion on the authority’s financial statements. their report is presented in the financial section of the CaFr.

to gain a more complete understanding of the operations and financial condition of the authority, the management discussion and analysis contained in the financial section introduces the basic financial statements and provides a brief analysis of the financial activities of the authority.

Authority Profile

the authority is an agency of the state of Florida and was created in 1963 by Chapter 348 of the Florida statutes for the purpose of construction and operation of an expressway road system in Orange County and to lease such system to the Florida department of transportation (the FdOt). the authority Board is composed of five members, three of whom are appointed by the governor, and two ex-officio members, the Mayor of the Board of County Commissioners of Orange County, Florida and the district Five secretary of the FdOt.

the authority currently owns and operates 100 miles of roadway in Orange County. the roadways include 22 miles on the sr 408 (east-west expressway), 23 miles on the sr 528 (Beachline expressway), 33 miles on the sr 417 (Central Florida greeneway) and 22 miles on the sr 429 (daniel webster western Beltway).

Economic Conditions

the population in the Orlando metropolitan statistical area (Msa), which includes lake, Orange, Osceola and seminole counties, grew 215 percent during the 30-year period from 1970 to 2000 for a 3.9 percent compounded annual growth rate (Cagr). at 2 million in 2007, the population is expected to increase by another 13 percent by 2012. the region is projected to remain among the nation’s fastest-growing areas throughout this decade.

4974 ORL TOweR ROAD, ORLAnDO, FLORIDA 32807TeLephOne (407) 690-5000 • FAX (407) 690-5011 • www.eXpReSSwAyAuThORITy.COm

OrlandO - Orange COunty

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a-3

One factor of economic strength is jobs creation. the number of jobs in the Orlando Msa rose 18 percent from 929,000 in 2003 to 1.1 million in 2007. the sectors that saw the largest increases were the construction and transportation industries, while the service and retail industries continued to provide 69 percent of the local jobs. while the total number of jobs increased, the employment rate dropped from 97 percent at the beginning of 2007 to 95.5 percent during the first half of 2008. this remained above the national average of 94.8 percent.

the area as a whole is experiencing a decline in traffic on all surface roads. the authority experienced only a 1 percent increase in traffic for fiscal year 2008 in comparison to an average of 7 percent per year increase observed during the previous ten years. traffic has actually declined by approximately 8 percent over last year through the first four months of fiscal year 2009.

the authority’s capital projects are budgeted and planned for in its five-year work plan. renewal and replacement projects, intelligent transportation systems projects and projects from the 2030 Master plan are prioritized according to critical need. the cost of the projects is then compared to revenue projections compiled by the authority’s traffic and revenue consultant. Once the Finance department deems the plan fundable, it is brought before the Board for approval. a $1 billion work plan was approved in fiscal year 2008. the authority’s total investment in capital assets since its creation is approximately $2.7 billion.

the authority utilizes the modified approach for infrastructure reporting. in lieu of recording depreciation on infrastructure, the authority reports preservation expense, which is the actual cost of maintaining the roadway in good condition. this expense varies from year to year as can be seen in this year’s statements of revenues, expenses and Changes in net assets. preservation expense decreased from $24.7 million in fiscal year 2007 to $10.5 million in fiscal year 2008. this change is consistent with the five-year work plan.

in addition to the five-year work plan, the authority also has an Operations, Maintenance and administration (OM&a) budget. Budgets are prepared at departmental level and compiled by the Finance department. the entire budget is then presented to the Board for approval. the fiscal year 2008 original OM&a budget was $51 million. during the year, adjustments were approved such that the final net budget was $45.5 million.

Awards and Acknowledgements

the government Finance Officers association of the united states and Canada (gFOa) awarded a Certificate achievement for excellence in Financial reporting to the Orlando-Orange County expressway authority for its Comprehensive annual Financial report for the fiscal year ended June 30, 2007. in order to be awarded a Certificate of achievement, a government must publish an easily readable and efficiently organized comprehensive annual financial report. this report must satisfy both u.s. generally accepted accounting principles and applicable legal requirements.

a Certificate of achievement is valid for a period of one year only. we believe that our current comprehensive annual financial report continues to meet the Certificate of achievement program’s requirements and we are submitting it to the gFOa to determine its eligibility for another certificate. the preparation of the CaFr was made possible by the hard work and dedicated service of the Finance department and in particular, lisa lumbard and Marc Ventura. sincere thanks are expressed to the Marketing department and to our external auditors, Cherry, Bekaert & holland, l.l.p., for their special effort in compiling this report. Finally, we extend our appreciation to all the employees and Board members of the Orlando-Orange County expressway authority for their cooperation and assistance in matters pertaining to the finances of the authority.

respectfully submitted,

Michael snyder, p.e. nita e. Crowder, Cpa, Cia, CpFO, CgFOexecutive director Chief Financial Officer

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a-4

the Orlando-Orange County expressway authority (OOCea or the authority) has shown strong performance throughout 2008. under new performance measures set by the Florida transportation Commission in order to assess the performance of toll authorities in the state of Florida, OOCea received outstanding remarks in a majority of the categories. “it is clear from our performance that the expressway authority is well on track to be the best performer in the state,” said Chairman richard t. Crotty.

Based on objective criteria, OOCea exceeded all performance goals in a number of critical areas. these included completing the construction projects within the original contract time, completing the contracts within the original contract amount, low toll violation rates and safe, quality roads and bridges with ratings of “excellent or good.”

Recent construction on the SR 414 near US 441

A nearly completed portion of SR 414

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a-5

in the past year, the authority has also made tremendous progress on several major transportation projects that will improve the quality of life for the millions of residents, businesses and tourists in Central Florida. using careful planning, smart-growth principles and sound financial stewardship, OOCea is committed to building better, safer, roads that meet our region’s transportation challenges in a fiscally sound and responsible manner.

giving a great benefit to our customers, the authority has installed 35 dynamic Message signs throughout our system. these signs give drivers an instant alert about the road ahead – including back-ups, accidents and changing traffic patterns. this technology greatly assists our customers in making important decisions about their drive. Customers can now respond to any changes well in advance to keep traffic moving in a safer manner.

in addition, the signs can display evacuation information in the event of a hurricane or other potential emergencies as well as aMBer and silver alerts when requested by local law enforcement. when no special advisory is needed, the signs display travel times calculated from current traffic conditions with updates sent to the signs once per minute. travel times are based upon anonymous information gathered from e-pass and sunpass toll transponders traveling the expressway system at any given time. data is gathered on a real-time basis at interchanges and system boundaries.

dynamic Message signs up and running

One of the many new Dynamic Message Signs throughout the expressway system

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in May 2008, the authority reached a major milestone with the opening of express lanes at the new Conway east plaza. e-pass customers traveling east on state road 408 (east-west expressway) now can drive from one end of the roadway to the other without having to slow down to pay their tolls. More than 130,000 vehicles a day currently travel this particular section of sr 408. that traffic volume is expected to increase to nearly 218,000 vehicles a day by 2025. this project is part of the authority’s initiative to make the entire system open-road tolled. this work is part of a $600-million, 16-mile road widening and plaza renovation planned from Clarke road to state road 417 (Central Florida greeneway). Once complete, customers traveling on sr 408 will enjoy a safer and more convenient drive while residents and businesses near the expressway will benefit from a quieter, visually pleasing roadway and landscape that integrates well within our community.

sr 408 express lanes Open at new Conway east plaza

Harvey Massey,Vice Chairman

“With the ever -

changing economy,

we are very

pleased to see such

strong financial

responsibility

while continuing

the Authority’s

commitment to

maintain and

enhance its

system.”

The new Conway East Toll Plaza on SR 408

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a-7

the sr 408 widening through downtown Orlando has been honored as one of Florida’s outstanding roadway projects for the year.

the Florida transportation Builders association recognized the sr 408 improvements between rosalind avenue and Crystal lake drive for a “Best in Construction” award. in addition to the smooth ride of the new roadway, the prestigious award acknowledged how the agency overcame challenges in completing the work in the heart of downtown Orlando on the second-most heavily traveled road in Central Florida, behind interstate 4.

the high-profile project was fronted by several high-rise office buildings and condominiums to the north, established neighborhoods to the south, and the Florida department of transportation’s major interstate 4/sr 408 interchange project to the west.

the authority successfully kept delays and inconveniences to a minimum for more than 100,000 customers who travel sr 408 through downtown each day. agency representatives worked closely with area residents, businesses and government agencies to lessen the community impacts of the work. that included expediting the building of sound barrier walls to shield residents from much of the construction.

the proactive efforts resulted in strong support for the project, which received public praise for the easier ride and appeal of the landscaping, as well as the overall bridge and roadway aesthetics as seen from the adjacent neighborhoods.

sr 408 downtown Construction recognized for excellence

Noranne B. Downs,P.E., Secretary/Treasurer

“We are honored

to receive this

prestigious

recognition. We

strive for great

relationships with

our neighbors

and surrounding

community.”

Award-winning SR 408 downtown widening project

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the $240-million state road 414 (John land apopka expressway) project made tremendous progress this year with the completion of many bridges and new travel lanes. in early 2008, the authority shifted traffic from Maitland Boulevard onto a new westbound sr 414 off ramp, which ends at a new elevated us 441 intersection. to elevate the new expressway, crews placed nearly five million cubic yards of dirt in the roadway and installed 32,000 concrete panel walls to hold the dirt in place. the roadway has been paved from west of County road 435 (Clarcona road) to east of hiawassee road. Buildings and a pedestrian walkway for the Coral hills Mainline plaza, which will feature express lanes, are nearly finished, as are plaza buildings at hiawassee and Keene roads. ramps at hiawassee and Keene roads have been completed and crews continue working on ramps at us 441 and state road 429 (daniel webster western Beltway). Visually, the most impressive and innovative section of this project is a half-mile-long viaduct (a series of bridge spans) between hiawassee road and Overland road, which is still under construction. Viaducts of this type are commonly seen in large cities and are rare in Central Florida.

in mid-2008, crews began installing the bridge beams over hiawassee road. this bridge also features an innovative design - with beams that are nine feet high on the ends and five feet high in the center, creating an appealing, gradual arch. with construction on sr 414 making such tremendous headway, the authority is planning to open all of sr 414 in mid-2009.

sr 414 nears Completion

Artist’s rendering of the proposed SR 414 bridge over US 441 Viaduct section of SR 414

Bridge construction on SR 414

Mark Filburn, Board Member

“The accelerated progress of

construction for 414 is truly

remarkable. It is impressive to

see construction of this scale

going so smoothly.”

Page 13: FinAnCiAl report

a-9

Tanya T. Juarez,

Board Member

“We are excited about

opportunities to partner with local

communities, particularly when

we can help enrich a student’s

educational experience. We are

fortunate that our industry

partners feel as strongly as we

do about giving back to the areas

we serve.”

OOCea promotes safety at local schools - sr 414 extension project

with public schools in close vicinity and children walking or biking across parts of the work zone for the sr 414 project, the authority made a concerted effort to keep students safe. authority representatives worked very closely with lakeville elementary, piedmont lakes Middle and wekiva high school.

wooden pedestrian canopies were built to protect children and other pedestrians from overhead bridge work along County road 435 (Clarcona road), lakeville road and hiawassee road. temporary traffic lights with pedestrian signals were installed on lakeville and hiawassee roads to control dump trucks and other equipment moving in and out of the work zone and across sidewalks used by school children.

agency representatives met numerous times with school staff to let them know what to expect from construction and to obtain crucial

bus routes and event schedules. in addition, the project team recruited crossing guards, flaggers and off-duty Florida highway patrol troopers to keep students safe.

the authority worked closely with school officials to make periodic construction safety announcements to students. agency representatives gave safety presentations to school advisory Councils and parent teacher student associations. authority representatives also worked with school staff to send home flyers with students to share with parents and use for safety discussions. the open communications led one contractor, ranger Construction inc., to help lakeville elementary school move a donated train caboose to the campus. the school, whose mascot is the engineers, will use the caboose to teach students about railroad history and serve as a learning lab.

Contractor representatives with Lakeville Elementary staff Recent progress on the SR 414 construction project

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a-10

sr 417 and Moss park road interchangein June 2008, the authority broke ground on the new Moss park road interchange at sr 417.

the sr 417 Moss park interchange is just one of the new projects scheduled that will help alleviate traffic and meet the needs of the up-and-coming medical city planned for this area. in total, the projects consist of four new interchanges and the conversion of two toll plazas to open-road tolling, which will allow customers to pay their tolls at highway speeds.

the slate of projects, known as the southeast Community Mobility initiative, mark a significant step in opening up the area to easier travel as part of Orange County’s plans for the innovation way Corridor.

the groundbreaking ceremony was attended by local residents, businesses and local elected officials, as well as representatives from the Burnham institute for Medical research at lake nona, the university of Central Florida’s College of Medicine, the Orlando international airport (Oia) and the east Orlando Chamber of Commerce.

work began in January 2008 to add express lanes to the state road 528 (Beachline expressway) Mainline plaza. the $26.8-million project will feature a new plaza with a total of four open-road tolling express lanes (two in each direction) and eight cash receipt lanes (four in each direction). this project will create an easier drive for visitors heading to the beaches, port Canaveral and the space Coast. it will also improve the weekday commute and make traveling to Oia more convenient.

scheduled to open in the early summer of 2009, the project completion will mark a significant milestone, as the last scheduled express lane plaza conversion on the entire OOCea system.

sr 528 Mainline plaza Conversion

Groundbreaking ceremony for the SR 417 and Moss Park Interchange

Construction on the SR 528 Mainline Plaza

Richard T. Crotty, Chairman

“Planning for the future growth

and transportation needs of

an upcoming medical city, the

Authority’s projects on 417

will meet the needs of the

Innovation Way community for

years to come.”

Page 15: FinAnCiAl report

a-11

the new $26.7-million flyover ramp from sr 528 to sr 436 (semoran Boulevard) heading into Oia opened in May 2008.

with close to 50 million visitors to Oia each year, the authority worked very closely with the greater Orlando aviation authority (gOaa) during the construction of this project. agency representatives communicated frequently with gOaa officials to coordinate lane and ramp closures to minimize delays for airport travelers and employees, especially during the highly traveled holidays.

Completed sr 528 and sr 436 interchange

to further strengthen the authority’s involvement with the local community, in november 2007, the authority partnered with the university of Central Florida’s athletics department for a unique e-pass promotion prior to the university’s homecoming football game.

to add to the excitement and frenzy of homecoming, authority representatives traveled around campus handing out coupons good for one free e-pass transponder to be redeemed online. in addition, fans were also treated to free transponder holder clips, which were a huge hit with both new and current e-pass customers.

students, local alumni and members of the community were on hand to enjoy the e-pass promotion and learn more about the electronic tolling program.

the promotion was a tremendous success – boasting a redemption rate of more than 15 percent.

e-pass teams up with uCF FootballConstruction on the SR 528 Mainline Plaza

The recently completed SR 436 flyover ramp on the SR 528 at OIA

Michael Snyder, P.E.

Executive Director

“This flyover ramp is just the

beginning of creating an exciting

gateway to Orlando, showcasing

our finest attributes to world

visitors and residents alike.”

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a-12

work on the highly anticipated wekiva parkway project continued this year, with great strides toward making this beltway a reality. the wekiva parkway in lake and seminole counties is being developed to replace much of sr 46 – one of the top roads in the state for vehicle accidents involving wildlife. elevating the road in this area and introducing wildlife bridges will make travel safer for motorists and wildlife alike.

Currently, black bears and other wild animals can only safely cross sr 46 in east lake County at two wildlife tunnels totaling 78 feet in width. the wekiva parkway would replace those tunnels with two wildlife bridges totaling nearly 6,000 feet – more than 76 times the current crossing space. also, the parkway would replace the existing 561-foot wekiva river bridge with one about 2,150 feet long.

another 800-foot-long bridge is planned for one of the conservation properties to allow wildlife to move west from the rock springs reserve.

the nearly two miles of wildlife bridges will allow far more animals to safely move between the rock springs run state reserve and the seminole state Forest.

plans for the wekiva parkway also include closing the portion of County road 46a through the seminole state Forest, further separating vehicles and animals. the realigned Cr 46a would connect to sr 46 farther west outside the forest. environmental watchdogs applaud the innovative protections included in the wekiva parkway plans, touting the project as a model for future transportation planning.

wekiva parkway project update

Black bears often found in East Lake County

Page 17: FinAnCiAl report

a-13

Page 18: FinAnCiAl report

a-14

JUNE 2008

ORANGE CO.

SEMINOLE

CO.

192

427

ALAFAYA TR.

AVAL

ON

PARK

BLVD

.

MOSSPARK RD.

The W

ekiva

Rive

r

27

426

LAKE CO.ORANGE CO.

MountDora

EXPRESSWAY PROJECT

TOLL PLAZA

EXISTING EXPRESSWAY SYSTEM

LEGEND:

EXISTING EXPRESSWAYS OR FREEWAYS BY OTHERS

WEKIVA PARKWAY STUDY AREA

46

46

415

551

LAKE NONA BLVD.

438

expressway system

Page 19: FinAnCiAl report

a-15

Orlando-Orange County expressway authority

Laura Kelleydeputy executive director, Finance,

administration, planning

Authority Board

Richard T. CrottyChairman

Mayor, Orange County,ex Officio

Harvey MasseyVice Chairman

Noranne Downs, P.E.secretary/treasurer, FdOt

district 5 secretary, ex Officio

Tanya T. JuarezBoard Member

Mark FilburnBoard Member

Michael Snyder, P.E.executive director

Joseph Passiatoregeneral Counsel

Joseph Berenis, P.E.deputy executive directorengineering & Operations

Lindsay HodgesManager of public relations

& Communications

Glenn Hollowayinternal audit director

Joann Chizlettdirector of

information technology

Claude Millerdirector of

procurement

Nita Crowder

CPA, CIA, CPFO, CGFOChief Financial Officer

Jacqueline Barrdirector of Business

development

David Wynne Manager of toll Operations

Ben Dreiling, P.E.director of Construction

Rod StroupeManager of Maintenance

L.A. GriffinManager of expressway

Operations

Page 20: FinAnCiAl report

INTRODUCTORY SECTION (A)FINANCIAL SECTION (B)

Page 21: FinAnCiAl report

B-1

We have audited the accompanying financial statements of the Orlando-Orange County Expressway Authority (the “Authority”) as of and for the years ended June 30, 2008 and 2007, as listed in the table of contents. These financial statements are the responsibility of the Authority’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Authority as of June 30, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated October 3, 2008 on our consideration of the Authority’s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in conjunction with this report in considering the results of our audit.The Management’s Discussion and Analysis and Trend

Data on Infrastructure Condition Information on pages B-2 through B-7 and page B-34, respectively, are not a required part of the basic financial statements but are supplementary information required by the Governmental Accounting Standards Board. We have applied limited procedures, which consist principally of inquiries of management regarding the methods of measurement and presentation of the required supplementary information. However, we did not audit the information and express no opinion on it.

Our audits were performed for the purpose of forming an opinion on the financial statements of the Authority taken as a whole. The introductory section, calculation of composite debt service ratio on page B-35 and the statistical section, as listed in the table of contents, are presented for the purpose of additional analysis and are not a required part of the basic financial statements. The calculation of composite debt service ratio has been subjected to the auditing procedures applied in our audit of the financial statements for the years ended June 30, 2008 and 2007 and, in our opinion, is fairly stated in all material respects when considered in relation to the financial statements taken as a whole. The introductory section and statistical section have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we express no opinion on them.

Orlando, FloridaOctober 3, 2008

Independent Auditors’ Report

Page 22: FinAnCiAl report

B-2

As financial management of the Orlando-Orange County Expressway Authority (the Authority), we offer readers of these financial statements this narrative overview and analysis of the financial activities of the Authority for the fiscal years ended June 30, 2008 and 2007. This discussion and analysis is designed to assist the reader in focusing on the significant financial issues and activities and to identify any significant changes in financial position. We encourage readers to consider the information presented here in conjunction with the financial statements as a whole.

Financial Highlights

Operating income for the Orlando-Orange County Expressway Authority was $120,149,000 (an increase of 6%) and $113,675,000 (a decrease of 4%) for fiscal years 2008 and 2007, respectively. The increase in operating income is due to the decrease in preservation expense, which was a planned decrease based on the Authority’s Five-Year Work Plan. See “Modified Approach for Infrastructure Assets” below for more information about preservation expense.

Net income produced an increase in net assets of $81,885,000 and $72,829,000 for fiscal years 2008 and 2007, respectively. The term “net assets” refers to the difference between assets and liabilities. At the close of fiscal year 2008, the Authority had net assets of $829,757,000, an increase of 11% over fiscal year 2007. At the close of fiscal year 2007, the Authority had net assets of $747,872,000, an increase of 11% over fiscal year 2006. The Authority’s overall financial position has improved as shown by the increase in net assets.

Overview of the Financial Statements

This discussion and analysis is intended to serve as an introduction to the Authority’s financial statements, which is comprised of the basic financial statements and the notes to the financial statements, and supplementary information presented. Since the Authority is comprised of a single enterprise fund, fund level financial statements are not shown. In addition to the basic financial statements, this report also contains other supplementary information concerning the Authority’s trend data on infrastructure condition as well as the debt service ratio, as defined by bond resolutions and related documents.

Basic financial statements - The basic financial statements are designed to provide readers with a broad overview of the Authority’s finances, in a manner similar to a private-sector business.

The balance sheets present information on all of the Authority’s assets and liabilities, with the difference between the two reported as net assets. Over time, increases or decreases in net assets may serve as a useful indicator of whether the financial condition of the Authority is improving or deteriorating. Net assets increase when revenues exceed expenses. Increases to assets without a corresponding increase to liabilities results in increased net assets, which indicates an improved financial condition.

The statements of revenues, expenses, and changes in net assets present information showing how a government’s net assets changed during the fiscal year. All changes in net assets are reported as soon as the underlying event occurs, regardless of timing of related cash flows. Thus revenues and expenses are reported in these statements for some items that will only result in cash flows in future fiscal periods (e.g., earned but unused vacation leave).

Notes to the financial statements - The notes provide additional information that is essential to a full understanding of the data provided in the basic financial statements.

Other information - In addition to the basic financial statements and accompanying notes, this report also presents certain supplementary information concerning the Authority’s composite debt service ratio, as defined by the bond resolutions, as well as trend data on infrastructure condition.

Financial Analysis

Net assets may serve, over time, as a useful indicator of a government’s financial position. In the case of the Authority, assets exceeded liabilities by $829,757,000 at the close of the most recent fiscal year. This represents an increase of $81,885,000 (11%) over the previous year, all of which is attributable to operations. Unrestricted net assets increased from $123,827,000 at June 30, 2007 to $137,465,000 at June 30, 2008, an increase of $13,638,000 (11%) in unrestricted net assets. This increase was primarily due to operating results.

Management’s Discussion and Analysis

Page 23: FinAnCiAl report

B-3

By far, the largest portion of the Authority’s net assets reflects its investment in capital assets (e.g., right-of-way, roads, bridges, buildings, toll equipment, etc.) less any related debt used to acquire those assets that is still outstanding. The Authority uses these capital assets to provide service and consequently, these assets are not available for liquidating liabilities or for other spending.

Of the $2,723,498,000 in capital assets, net of accumulated depreciation, $41,186,000 represents the roadway, toll plaza and equipment on the Goldenrod Road Extension. Construction of this project began in January 2001 and opened to traffic in March 2003. It was jointly funded by the Authority, the Greater Orlando Aviation Authority, the City of Orlando, Orange County, Florida and private developers with the Authority serving as the lead agency on the project. The Goldenrod Road Extension extends from the previous terminus of Goldenrod Road at Narcoossee Road south to Cargo Road. This facility intersects the Beachline Expressway (SR 528), east of the Orlando International Airport, at a system

interchange. Each partner contributing to this project will be repaid through toll revenues generated by this road. After all operational expenses are met and the partners are reimbursed for their contributions, the toll plaza will be demolished and the roadway will be transferred to the City of Orlando. The Authority will retain ownership of the interchange to SR 528 and certain portions of the right-of-way. Since this project is a non-system project, it is accounted for on a single line in the Statement of Revenues, Expenses and Changes in Net Assets, in the nonoperating revenues (expenses) section. The toll revenues on this project are not pledged to the Authority’s bond indebtedness.

Management’s Discussion and Analysis (continued)

Orlando-Orange County Expressway Authority’sNet Assets

Current and other assetsNon-current restricted assets Capital assets Total assets

Current liabilities: Payable from unrestricted assets Payable from restricted assetsRevenue bonds outstanding (net of current portion) Other long-term liabilities Total liabilities

Net assets: Invested in capital assets net of related debt Restricted Unrestricted Total net assets

June 30, 2008 2007 2006

$ 414,726,000 $ 392,156,000 $ 396,052,000 163,240,000 440,258,000 277,485,000 2,723,498,000 2,397,426,000 2,035,833,000 3,301,464,000 3,229,840,000 2,709,370,000 29,289,000 39,919,000 25,341,000 94,547,000 73,743,000 74,556,000 2,100,583,000 2,137,104,000 1,719,139,000 247,288,000 231,202,000 215,291,000 2,471,707,000 2,481,968,000 2,034,327,000

684,251,000 612,138,000 510,577,000 8,041,000 11,907,000 17,640,000 137,465,000 123,827,000 146,826,000 $ 829,757,000 $ 747,872,000 $ 675,043,000

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The Authority’s toll revenues increased 1% and 5% during the fiscal years ended June 30, 2008 and 2007, respectively. The growth rate in revenues has slowed the last two fiscal years, attributed to volatile fuel prices, economic weakness and inflationary pressures. The beginning of fiscal year 2008 saw normal growth on our system with the declines starting in March of 2008. The decline in toll revenue over the previous year corresponds to the unemployment rate of the area. Subsequent activity for the first three months of fiscal year 2009 has shown a decrease of

approximately 10% compared to 2008. Part of that decrease is due to toll suspensions caused by Tropical Storm Fay. Toll revenue represents approximately 99% of all operating revenues. The Authority’s toll revenue annual growth rate has averaged 7% over the last 10 years.

Management’s Discussion and Analysis (continued)

9%

12%

9%4%

8%

10%

5%

9%

5% 1%

Toll Revenue Growth Trends

$220,000,000

$200,000,000

$180,000,000

$160,000,000

$140,000,000

$120,000,000

$112,425,000

$125,550,000

$100,000,000

$80,000,000

$60,000,000

$40,000,000

$20,000,000

$-

FY99 FY00 FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08

$136,863,000

$142,357,000

$153,309,000

$168,720,000

$177,711,000

$193,055,000

$203,475,000 $205,947,000

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Management’s Discussion and Analysis (continued)

Orlando-Orange County Expressway Authority’s Changes in Net Assets

June 30,2008 2007 2006

Revenues:

Toll revenues $ 205,947,000 $ 203,475,000 $ 193,055,000

Transponder sales 946,000 1,166,000 1,237,000

Investment income 30,214,000 26,143,000 26,479,000

Goldenrod Road Extension - net 897,000 686,000 613,000

Other 8,465,000 3,017,000 1,108,000

Total revenues 246,469,000 234,487,000 222,492,000

Expenses:

Operations 35,591,000 33,826,000 33,344,000

Maintenance 14,468,000 12,482,000 11,024,000

Administrative 5,577,000 5,898,000 7,139,000

Depreciation 12,331,000 10,105,000 8,209,000

Preservation 10,532,000 24,734,000 13,407,000

Interest expense 76,928,000 69,705,000 71,583,000

Other 9,157,000 4,908,000 2,625,000

Total expenses 164,584,000 161,658,000 147,331,000

Capital contribution - - 872,000

Change in net assets 81,885,000 72,829,000 76,033,000

Net assets, beginning of year 747,872,000 675,043,000 599,010,000

Net assets, end of year $ 829,757,000 $ 747,872,000 $ 675,043,000

The Authority’s Operations, Maintenance and Administration expenses increased 6.6% in fiscal year 2008 from fiscal year 2007. They increased 1.4% in fiscal year 2007 from 2006. The reason for the small increase in fiscal year 2007 is the result of decreases in legal fees and marketing initiatives. During fiscal year 2007, the Authority decided to hire in-house legal counsel in an effort to reduce legal expenses. Additionally, the Authority reevaluated its marketing program and decided to cut the budget by approximately $1.1 million. In fiscal year 2008 the Authority’s Operations, Maintenance and Administration expenses in total were .2% under

budget. Due to declining revenues through September 2008 the Authority is budgeting fiscal year 2009’s OM&A expenses to be just 3.3% over fiscal year 2008’s actual expenses.

Preservation expense decreased by 57.4% in fiscal year 2008, which is due to the completion of the 417 resurfacing project in fiscal year 2007 and the 528 resurfacing project in fiscal year 2008. Other expenses increased by 86.6% in fiscal year 2008, which is related to the additional studies the Authority was involved in during the year.

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Capital Assets - The Authority’s investment in capital assets amounts to $2,723,498,000, net of accumulated depreciation, as of June 30, 2008, an increase of $326,072,000 (14%) over that of June 30, 2007. The Authority’s investment in capital assets amounted to $2,397,426,000, net of accumulated depreciation, as of June 30, 2007, an increase of $361,593,000 (18%) over that of June 30, 2006. Capital assets include right-of-way, roads, bridges, buildings, equipment, and furniture. A schedule of the change in the Authority’s capital assets is in Note 4 of the financial statements.

Major capital asset events during fiscal year 2008 included the following:

• The plan to remodel nine of the Authority’s toll plazas to facilitate open-road tolling continued this year. This conversion to the open-road tolling concept enables vehicles equipped with transponders to proceed through the toll plaza at highway speeds. The University Toll Plaza was completed in August 2003, the Curry Ford Plaza was completed in June 2005, the Dean Road Plaza was completed in August 2005, and the Hiawassee Plaza was completed in July 2006. The Holland West Plaza relocation was completed in October 2006. The Boggy Creek and John Young Plaza conversions were completed in December 2006, which made our entire portion of SR 417 open-road tolling. SR 429 was the first corridor to be completely configured for open-road tolling. The Holland East Plaza relocation and open-road tolling project will be completed in fiscal year 2010. The Beachline Main Plaza conversion to open-road tolling will be completed in fiscal year 2009.

• Within the next year we will have completed the widening of 9.8 miles of SR 408. Construction was completed in fiscal year 2006 on the first 1.2 miles of the SR 408 widening project, 4.5 miles were completed in fiscal year 2007 and 1.8 miles were completed in fiscal year 2008. Construction is continuing on the remaining 2.3 miles.

• The John Land Apopka Expressway project was approved in fiscal year 2005. Construction began on Phase 1 last year with a targeted completion date of fiscal year 2009.

• Completion of the Authority’s new headquarters building.

Modified Approach for Infrastructure Assets - The Authority has elected to use the modified approach for infrastructure reporting. This means that, in lieu of reporting depreciation on infrastructure, the Authority reports as preservation expense the costs associated with maintaining the existing roadway in good condition. The Authority’s policy is to maintain the roadway condition at a Maintenance Rating Program rating of 80 or better. The FDOT annually inspects the Authority’s roadways and has determined in fiscal year 2008 that all of its roadways exceed this standard. Pursuant to its bond covenants, the Authority maintains a renewal and replacement fund for these preservation expenditures. For fiscal year 2008, projected expenses for preservation were $14,765,000, but $10,532,240 was actually spent. This was due to some of the work projected to be done in fiscal year 2008 actually being done in fiscal year 2007.

Long-term Debt - The Authority has outstanding bonds payable of $2,133,728,000 (net of unamortized bond discounts and premiums, deferred loss on refunding, and deferred gain on interest exchange agreements) as of June 30, 2008. During fiscal year 2008 the Authority issued $499,105,000 of variable rate revenue refunding bonds, Series 2008B1, 2008B2, 2008B3 and 2008B4 (collectively, Series 2008B Bonds), for the purpose of refunding the Series 2005A, 2005B, 2005C, 2005D and 2005E Bonds (collectively, Series 2005 Bonds). During fiscal year 2007 the Authority issued $425,000,000 of fixed rate revenue bonds to partially fund its five-year work plan. In order to mitigate the risk of rising interest rates, the Authority entered into six mandatory cash-settled interest rate exchange agreements, the purpose of which was to lock in the interest rate associated with the Series 2007A bonds. The hedge resulted in an $8,078,000 net payment to the Authority which was capitalized and will be amortized over the life of the interest rate payments, effectively reducing the interest expense to the Authority.

The annual requirements to amortize all revenue bonds and revenue refunding bonds outstanding as of June 30, 2008 are summarized in Note 5 of the financial statements. Of the approximately $2.1 billion in outstanding bonds, $999,105,000 are variable rate bonds, which have corresponding interest rate exchange agreements designed to effectively swap the variable rates to fixed rates. The synthetic interest rate applicable to the variable rate bonds are 4.36% for the 2003C Bonds, 4.29% for the 2003D Bonds and 4.7753% for the 2008 Bonds.

Management’s Discussion and Analysis (continued)

Capital Asset and Debt Administration

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Management’s Discussion and Analysis (continued)

The Authority’s financial advisor has performed this calculation based upon expected forward LIBOR swap rates and discounted cash flows. On a current mark-to-market basis, using a termination date of June 30, 2008, the Authority would have to make an estimated termination payment, in the event that all of the outstanding swaps associated with the Series 2003C were terminated, of approximately $30,133,326, and a payment of $6,024,750 for terminating the swaps associated with the Series 2003D. The swaps related to the 2008B Bonds originated in 2004 and had an estimated termination payment of $67,168,520.

June 30, 2008 June 30, 2007

Series 2003C $ 30,133,326 $ 10,296,742Series 2003D 6,024,750 745,771Series 2008B 67,168,520 34,993,555

TOTAL $ 103,326,596 $ 46,036,068

The Authority’s debt service ratio before pledged gas taxes changed to 1.54 for fiscal year 2008 from 1.85 for fiscal year 2007 and 1.77 in fiscal year 2006. The debt service ratio, including pledged gas taxes, changed to 1.61 for fiscal year 2008 from 1.94 for fiscal year 2007 and 1.85 in fiscal year 2006. The fiscal year 2008 decrease in the debt service ratios was attributable to a smaller increase in revenue and an increase in debt service payments due to the first full year of payments for the Series 2007A Bond. The 2003, 2007A, and 2008B Series Bonds are not covered by the County’s gas tax pledge; therefore, as of July 1, 2003, the County’s gas tax pledge only applies to the 1990 and 1998 Series bonds.

The Authority’s current bond ratings are as follows:

Ratings Standard & Poor AFitch AMoody’s A1

Requests for InformationThis financial report is designed to provide a general overview of the Authority’s finances for all those with an interest in its finances. Questions concerning any of the information provided in this report or request for additional financial information should be addressed to the Chief Financial Officer, Orlando-Orange County Expressway Authority, 4974 ORL Tower Road, Orlando, FL 32807.

Capital Asset and Debt Administration (continued)

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Balance Sheets

See Notes to Financial Statements.

June 30, (in thousands)

2008 2007 AssetsCurrent assets: Cash and cash equivalents $ 83,585 $ 129,423 Investments 194,594 136,916 Restricted cash and cash equivalents to meet current restricted liabilities 94,547 73,743 Accrued interest and accounts receivable 372 67 Due from governmental agencies 8,279 10,396 Inventory 2,149 3,258

Total current assets 383,526 353,803

Noncurrent assets:

Restricted assets: Cash and cash equivalents 127,510 121,702 Investments 33,974 317,092 Accrued interest receivable 1,756 1,464

Total restricted assets 163,240 440,258

Due from governmental agencies 7,852 7,504 Bond issue cost - net 23,348 30,849

Capital assets not being depreciated: Infrastructure 1,879,510 1,619,931 Construction in progress 700,748 662,947 Capital assets net of accumulated depreciation: Property and equipment 143,240 114,548

Total capital assets - net of accumulated depreciation 2,723,498 2,397,426 Total noncurrent assets 2,917,938 2,876,037

Total assets $ 3,301,464 $ 3,229,840

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Balance Sheets (continued)

See Notes to Financial Statements.

June 30, (in thousands)

Liabilities and net assets 2008 2007 Current liabilities payable from unrestricted assets: Accounts, contracts and retainage payable $ 11,257 $ 20,895 Accrued vacation and sick leave payable 825 678 Unearned toll revenue 13,293 13,296 Unearned rent 550 523 Current portion of due to governmental agencies 3,364 4,527

Total current liabilities payable from unrestricted assets 29,289 39,919

Current liabilities payable from restricted assets: Accounts, contracts and retainage payable 27,246 29,867 Interest payable 34,156 16,026 Current portion of revenue bonds payable 33,145 27,850

Total current liabilities payable from restricted assets 94,547 73,743

Total current liabilities 123,836 113,662

Noncurrent liabilities: Revenue bonds payable - less current portion 2,100,583 2,137,104 Due to governmental agencies - less current portion 245,917 231,202 Arbitrage rebate liability 1,371 -

Total noncurrent liabilities 2,347,871 2,368,306

Total liabilities 2,471,707 2,481,968

Net assets: Invested in capital assets - net of related debt 684,251 612,138 Restricted for: Operation, maintenance and administrative reserve 6,511 6,511 Renewal and replacement reserve 1,530 5,396

Total restricted net assets 8,041 11,907 Unrestricted 137,465 123,827

Total net assets 829,757 747,872

Total liabilities and net assets $ 3,301,464 $ 3,229,840

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See Notes to Financial Statements

Statements of Revenues, Expenses and Changes in Net Assets

June 30, (in thousands)

2008 2007 Operating revenues: Toll revenues $ 205,947 $ 203,475 Transponder sales 946 1,166 Fees and other 912 995

Total operating revenues 207,805 205,636

Operating expenses: Operations 35,591 33,826 Maintenance 14,468 12,482 Administrative 5,577 5,898 Depreciation 12,331 10,105 Preservation 10,532 24,734 Other expenses 9,157 4,916

Total operating expenses 87,656 91,961

Operating income 120,149 113,675

Nonoperating revenues (expenses): Investment income 30,214 26,143 Miscellaneous (790) 1,044 Intergovernmental grant revenue 8,343 978 Goldenrod Road Extension - net 897 694 Interest expense (76,928) (69,705)

Total nonoperating revenues (expenses) (38,264) (40,846)

Change in net assets 81,885 72,829

Net assets at beginning of year 747,872 675,043

Net assets at end of year $ 829,757 $ 747,872

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See Notes to Financial Statements

Statements of Cash Flow

June 30, (in thousands)

2008 2007 Operating activities: Receipts from customers and users $ 207,936 $ 207,377 Payments to suppliers (60,591) (63,511) Payments to employees (3,481) (2,778)

Net cash provided by operating activities 143,864 141,088

Capital and related financing activities: Acquisition and construction of capital assets (310,833) (341,933) Proceeds from State Infrastructure Bank Loan 7,571 7,671 Proceeds from capital grants 8,343 978 Proceeds from issuance of revenue bonds 499,105 430,117 Proceeds from interest rate exchange agreements - 8,078 Cash payments related to the issuance of revenue bonds (598) 1,202 Interest paid on revenue bonds (93,149) (97,948) Payment of principal on revenue bonds (526,955) (30,445) Payment of principal on State Infrastructure Bank Loan (438) (188) Payment of principal on government advances (1,193) (1,178) Net cash used in capital and related financing activities (418,147) (23,646)Investing activities: Purchase of investments (299,703) (528,637) Proceeds from sales and maturities of investments 525,144 262,733 Interest received 29,616 26,779

Net cash provided by (used in) investing activities 255,057 (239,125)

Net decrease in cash and cash equivalents (19,226) (121,683)

Cash and cash equivalents at beginning of year 324,868 446,551

Cash and cash equivalents at end of year $ 305,642 $ 324,868

Cash and cash equivalents - unrestricted $ 83,585 $ 129,423 Restricted cash and cash equivalents - current 94,547 73,743 Restricted cash and cash equivalents - noncurrent 127,510 121,702

$ 305,642 $ 324,868

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Statements of Cash Flow (continued)

June 30, (in thousands)

2008 2007 Reconciliation of operating income to netcash provided by operating activities: Income from operations $ 120,149 $ 113,675 Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation 12,331 10,105 Loss on disposal of capital assets 8,883 1,232 Goldenrod Road Extension and other miscellaneous 107 1,738 Changes in assets and liabilities: Due from governmental agencies 1,769 (9,370) Inventory 1,110 (476) Accounts, contracts and retainage payable (9,638) 13,881 Unearned rent 27 20 Due to governmental agencies 7,612 10,199 Unearned toll revenue (3) (9) Accrued vacation and sick leave payable 146 93 Arbitrage rebate payable 1,371 -

Net cash provided by operating activities $ 143,864 $ 141,088

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Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 1 - Organization and summary of significant accounting policies

Reporting Entity - The Orlando-Orange County Expressway Authority (the Authority) is an agency of the state of Florida and was created in 1963 by Chapter 348 of the Florida Statutes for the purpose of construction and operation of an expressway road system (the System) in Orange County, Florida (the County) and to lease such System to the Florida Department of Transportation (the FDOT). With the consent of the county within whose jurisdictional boundaries the following activities occur, the Authority has the right to construct, operate, and maintain roads, bridges, avenues of access, thoroughfares, and boulevards together with the right to construct, repair, replace, operate, install, and maintain electronic toll payment systems thereon. The Authority is composed of five members, three of whom are appointed by the Governor, the Mayor of the Board of County Commissioners of Orange County, Florida, ex-officio, and the District Secretary of the FDOT. The Authority is authorized to issue revenue bonds to finance portions of the System and to execute the refunding of existing revenue bonds.

For financial reporting purposes, the Authority is a stand-alone entity; there are no component units included in the accompanying financial statements and the Authority is not considered a component unit of another entity.

Basis of Accounting - The Authority prepares its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America for proprietary funds, which are similar to those for private business enterprises. Accordingly, revenues are recorded when earned and expenses are recorded when incurred. The Authority has elected not to apply Financial Accounting Standards Board (FASB) statements and interpretations issued after November 30, 1989.

The assets, liabilities, and net assets of the Authority are reported in a self-balancing set of accounts, which include restricted and unrestricted resources, representing funds available for support of the Authority’s operations.

Accounting Pronouncements - In June 2008, the Governmental Accounting Standards Board issued GASB Statement No. 53 statement, Accounting and Financial Reporting for Derivative Instruments, which is intended to improve how state and local governments report information about swaps and other derivative instruments in their financial

statements. In general, the Statement will require derivative instruments to be reported on the balance sheet at fair value with changes in fair value presented as deferred inflows or deferred outflows on the balance sheet. However, if the derivative agreement is terminated prior to expected conclusion or if the hedge ceases to significantly reduce risk, the accumulated gains or losses are to be reported on the operating statement. This Statement is effective for the Authority for the year ending June 30, 2010.

Operating Revenues and Expenses - The Authority’s operating revenues and expenses consist of revenues earned and expenses incurred relating to the operation and maintenance of its System. The Goldenrod Road Extension, which is a project outside the normal course of operations, and all other revenues and expenses are reported as nonoperating revenues and expenses.

Lease-Purchase Agreement - Under the requirements of the Lease-Purchase Agreement between the Authority and the FDOT dated December 23, 1985, as amended and supplemented, the Authority is reimbursed by the FDOT for the maintenance costs of the Beachline Expressway, the East-West Expressway, the Airport Interchange and Beachline improvements, and the cost of operations of the Conway Main, Pine Hills and Airport Plazas. However, the reimbursements received are recorded as advances from the FDOT and are included in due to governmental agencies since they are to be repaid to the FDOT from future toll revenues after the requirements for retirement of bonds and all other obligations have been met.

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Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 1 - Organization and summary of significant accounting policies (continued)

Cash and Cash Equivalents - For purposes of the statements of cash flow, demand deposit accounts with commercial banks, cash invested in commercial money market funds and funds deposited in the State Board of Administration (SBA) Pool (including restricted assets) are considered cash equivalents. For investments that are held separately from the pools, those which are highly liquid (including restricted assets) with an original or remaining maturity of 90 days or less when purchased or so near their maturity that they present insignificant risk of changes in value because of changes in interest rates are considered to be cash equivalents.

Investments - Investments consist of unrestricted and restricted investments, and are carried at fair value as determined in an active market, except for investments in the SBA Pool, which are carried at amortized cost and approximate fair value.

Inventory - Inventory, which consists of E-PASS system transponders that will be sold to customers, is carried at lower of cost or market and is valued using the specific identification method.

Restricted Assets - Restricted assets of the Authority represent bond proceeds designated for construction, and other monies required to be restricted for debt service, operations, maintenance, administration, renewal and replacement.

Capital Assets - Cost Basis - All capital assets are recorded at historical cost. The cost of property and equipment includes costs for infrastructure assets (right-of-way, highways and bridges substructure and highways and bridges), toll equipment, buildings, toll facilities, other related costs (including software), and furniture and equipment. Highways and bridges substructure includes road subbase, grading, land clearing, embankments and other related costs. Costs for infrastructure assets include construction costs, design and engineering fees, administrative and general expenses paid from construction monies and bond interest expense incurred during the period of construction.

Capitalization Policy - Costs to acquire additional capital assets, and to replace existing assets or otherwise prolong their useful lives, are capitalized for toll equipment, buildings, toll facilities, other related costs and furniture and equipment. Under the Authority’s policy of accounting for infrastructure assets pursuant to the “modified

approach,” property costs represent a historical accumulation of costs expended to acquire rights-of-way and to construct, improve and place in operation the various projects and related facilities. It is the Authority’s policy to capitalize amounts equal to or in excess of $1,000.

Depreciation Policy - Depreciation of toll equipment, buildings, toll facilities, other related costs, signs, software and furniture and equipment is computed using the straight-line method over the estimated useful lives of the assets as follows:

Toll equipment 8 yearsBuildings, toll facilities, and other 30 yearsSigns 20 yearsSoftware 3 yearsFurniture and equipment 7 years Under the modified approach, infrastructure assets are considered to be “indefinite lived” assets; that is, the assets themselves will last indefinitely and are, therefore, not depreciated. Costs related to maintenance, renewal and replacement for these assets are not capitalized, but instead are considered to be period costs and are included in preservation expense.

Construction in Progress - Construction in progress represents costs incurred by the Authority for in-process activities designed to expand, replace, or extend useful lives of existing property and equipment.

Capitalized Interest - Interest costs on funds used to finance the construction of capital assets are capitalized based upon the blended cost of debt and depreciated over the life of the related assets in accordance with the above policies.

Retainage Payable - Retainage payable represents amounts billed to the Authority by contractors for which payment is not due pursuant to retained percentage provisions in construction contracts until substantial completion of performance by contractor and acceptance by the Authority.

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Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 1 - Organization and summary of significant accounting policies (continued)

Accrued Vacation and Sick Leave Payable - Accrued vacation and sick leave payable includes accumulated vacation pay, vested sick pay and other compensation payable to employees.

Bond Premium, Discount and Issuance Costs - Bond premium, discount and issuance costs associated with the issuance of bonds are amortized on a straight-line basis over the life of the bonds, which approximates the effective interest method. Bond premiums and discounts are presented as an addition and a reduction, respectively, of the face amount of revenue bonds payable whereas issue costs are recorded as assets.

Deferred Amount on Refunding of Revenue Bonds - The difference between the reacquisition price and the net carrying amount of refunded bonds is included as a reduction to revenue bonds payable and is amortized as an adjustment to interest expense on a straight-line basis over the life of the refunded bonds or the life of the refunding bonds, whichever is shorter.

Deferred Amount on Interest Rate Exchange - During the fiscal year ended June 30, 2007, the Authority entered into six mandatory cash-settled interest rate exchange agreements, the purpose of which was to lock in the interest rate associated with the Series 2007A bonds. The result of these agreements was an $8,078,000 net payment to the Authority on June 28, 2007, which is accounted for as a deferred gain that reduces revenue bonds payable and will be amortized on a straight-line basis as an adjustment to interest expense over the life of the bonds.

Restricted Net Assets - Restricted net assets are comprised of amounts reserved for operations, maintenance, administrative expenses and renewals and replacements in accordance with agreements with external parties.

Budgets and Budgetary Accounting - The Authority follows the following procedures in establishing budgetary data:

On or before February 1 of each year, the Authority completes a review of its financial condition for the purpose of estimating whether the gross revenues together with series payments, system payments and supplemental payments, if any, for the ensuing fiscal year will be sufficient to provide at least 120% of the annual debt service requirements of the

bonds and that gross revenues will be sufficient to pay all other amounts required by the Master Bond Resolution as amended and restated.

In the event that the Authority determines that revenues will not be sufficient to satisfy the above payments, the Authority will conduct a study to determine the toll revenue rate increase required to restore the revenue deficiency.

All schedules of toll revenues and revisions thereof are filed with the FDOT.

On or before April 1 of each year, a preliminary budget is prepared for maintenance, operations and administrative expenses for the ensuing fiscal year. The preliminary budget is reviewed by the FDOT and modified if necessary.

On or before July 1 of each year, a final budget of maintenance, operations, and administrative expenses is adopted subject to approval by the FDOT.

The Authority may adopt an amended or supplemental annual budget for the remainder of a fiscal year subject to approval by the FDOT.

Reclassifications - Certain amounts in the 2007 financial statements have been reclassified to conform to the 2008 classifications.

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Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 2 - Deposits and investments

Florida Statutes, bond resolutions and related bond documents, and the Authority’s Investment Policy dictate certain parameters for permitted investments. The following chart outlines the types of permitted investments, credit quality risk rating requirements by security type, the maximum concentration of credit risk by percentage of the total portfolio that may be invested in a single issuer and in total by security type, and maturity limits prescribed to mitigate interest rate risk exposure:

Security Type

CreditQualityRating

RequirementMaturity

Limits

Limitfor each

Issuer

PermittedTotal

Allocation

Local Government Investment Trust (Florida SBA) N/A N/A N/A 100%

United States Government Securities N/A 10 years N/A 100%

United States Government Agency Securities N/A 10 years 25% 50%

Federal Instrumentalities N/A 10 years 40% 100%

Mortgage-Backed Securities N/A 10 years 20% 25%

Non-Negotiable Interest Bearing Time Certificates of Deposit N/A 1 year 25% 50%

Repurchase Agreements N/A 90 days 25% 50%

Commercial Paper A1/P1 270 days 10% 35%

Corporate Notes AA/Aa 3 years 5% 25%

Bankers' Acceptances A1/P1 180 days 20% 35%

Asset-Backed Securities AA 10 years 10% 25%

State and/or Local Government Taxable and/or Tax-Exempt Debt AA 3 years 20% 20%

Fixed Income Money Market Mutual Funds Aam N/A 25% 50%

Intergovernmental Investment Pool N/A N/A N/A 25%

Additionally, investments in derivative products or the use of reverse repurchase agreements are permitted with the Board’s approval.

Concentration of Credit Risk - The following is the percent of any issuer with whom the Authority had invested more than 5% of the total portfolio as of June 30, 2008 and 2007:

Issuer 2008 2007

Federal Home Loan Bank 9.89% 7.46%Federal National Mortgage Association 9.76% 20.67%Federal Home Loan Mortgage Corporation - 11.41%Morgan Stanley Repurchase Agreement 5.32% -

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Notes to Financial Statements Years ended June 30, 2008 and 2007Note 2 - Deposits and investments (continued)

Interest Rate Risk - The Authority’s Investment Policy states that portfolios shall be managed in such a manner that funds are available to meet reasonably anticipated cash flow requirements in an orderly manner. To the extent possible, an attempt will be made to match investment maturities with known cash needs. Investments of current operating funds shall have maturities of no longer than 24 months. Investments of debt obligation reserves, construction funds, and other non-operating funds shall have a term appropriate to the need for funds and in accordance with debt covenants, not to exceed 10 years.

The Authority uses the distribution of maturities to manage interest rate risk. As of June 30, 2008, 44% of the Authority’s investments had a maturity of less than 6 months, 7% had a maturity of 6 to 12 months, 31% had a maturity of 1 to 2 years, 10% had a maturity of 2 to 3 years, and 8% had a maturity of 3 to 4 years. As of June 30, 2007, 42% of the Authority’s investments had a maturity of less than 6 months, 41% had a maturity of 6 to 12 months, 7% had a maturity of 1 to 2 years, and 10% had a maturity of 2 to 3 years. Total distribution of maturities are as follows:

As of June 30, 2008(in thousands)

Less than 6 months

6 - 12 months

1 - 2 years

2 - 3 years

3 - 4 years Total

US Treasury Securities $ - $ - $ 7,786 $ 11,705 $ - $ 19,491

Federal Instruments 32,097 6,073 76,788 20,811 - 135,769

Corporate Note 4,013 6,560 11,232 - - 21,805

Repurchase Agreement - - - - 26,455 26,455

Commercial Paper 103,996 10,205 - - - 114,201

Municipal Bond Note - - 2,310 - - 2,310

Total $ 140,106 $ 22,838 $ 98,116 $ 32,516 $ 26,455 $ 320,031

As of June 30, 2007(in thousands)

Less than 6 months

6 - 12 months

1 - 2 years

2 - 3 years

3 - 4 years Total

US Treasury Securities $ - $ 6,185 $ 2,924 $ 10,753 $ - $ 19,862

Federal Instruments 29,364 216,327 35,513 33,730 2,258 317,192

Corporate Note - - 1,904 5,165 - 7,069

Commercial Paper 203,819 11,533 - - - 215,352

Municipal Bond Note - - - 2,273 - 2,273

Total $ 233,183 $ 234,045 $ 40,341 $ 51,921 $ 2,258 $ 561,748

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B-18

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 2 - Deposits and investments (continued)

Credit Risk - Total Authority’s deposits and investments are as follows:

2008 2007

United States Treasury Securities $ 19,491 $ 19,862 Commercial Paper 114,201 215,352 Federal Instrumentalities 135,769 317,192 Money Market Mutual Funds 164,360 115,782 Florida State Board of Administration Pool 12,899 94,439 Repurchase Agreement 26,455 - Municipal Bond Note 2,310 2,273 Corporate Note 21,805 7,069

Total investments 497,290 771,969 Total deposits 36,920 6,907

534,210 778,876 Restricted 256,031 512,537

Unrestricted $ 278,179 $ 266,339

Commercial paper has a credit quality rating of A-1+. Federal instrumentalities consist of investments in discount notes, with a credit quality rating of A-1+, and notes and bonds with credit quality rating of AAA. Mutual funds with which the Authority invests have a credit quality rating of AAA. The Florida State Board of Administration Pool, United States Treasury Securities, and Municipal Bond Notes are unrated. Corporate note securities have a credit quality rating of AA and AAA.

The Florida State Board of Administration Pool is a Securities and Exchange Commission Rule “2a-7 like” external investment Pool. This investment Pool operates under investment guidelines established by Section 215.47, Florida Statutes. The Pool investments are reported at fair value, which is the same as amortized cost.

On November 29, 2007, the State Board of Administration implemented a temporary freeze on the assets held in the Pool due to an unprecedented amount of withdrawals from the Pool coupled with the absence of market liquidity for certain securities within the Pool. The significant amount of withdrawals followed reports that the Pool held asset-backed commercial paper that was subject to subprime

mortgage risk. On December 4, 2007, based on recommendations from an outside financial advisor, the State Board of Administration restructured the Pool into two separate pools. Pool A consisted of all money market appropriate assets, and Pool B consisted of assets that either defaulted on a payment, paid more slowly than expected, and/or had any significant credit and liquidity risk. At the time of the restructuring, all current Pool participants had their existing balances proportionately allocated into Pool A and Pool B. Participants are prohibited from withdrawing from Pool B. As cash becomes available in Pool B, from coupon (interest) receipts, maturities, or sales, it is distributed among participant accounts into Pool A. Pool A funds are made available by the Florida State Board of Administration based on their evaluation of maturities of existing investments and liquidity requirements of the Pool. As of June 30, 2008, the Authority had $12,898,708 invested in the State Board of Administration, which was 2% of the Authority’s total deposits and investments. Of the $12,898,708 invested in the State Board of Administration, the Authority had $1,576,502 or 12% invested in Pool B, and $11,322,206 or 88% invested in Pool A.

June 30, (in thousands)

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B-19

2008 2007

General funds:

Operations, maintenance and administrative reserve $ 6,511 $ 6,511

Renewal and replacement reserve 1,530 5,396

Total general funds 8,041 11,907

Bond funds:

Principal and interest accounts 107,994 94,116

Total bond funds 107,994 94,116

Construction funds:

2005 construction funds - 5

2007 construction funds 139,996 406,509

Total construction funds 139,996 406,514

Total restricted cash, cash equivalents and investments 256,031 512,537

Portion related to cash and cash equivalents 222,057 195,445

Portion related to investments $ 33,974 $ 317,092

Notes to Financial Statements Years ended June 30, 2008 and 2007

Custodial Credit Risk - All Authority depositories are members of the State of Florida collateral Pool. The State of Florida collateral Pool is a multiple financial institution collateral Pool with the ability to make additional assessments to satisfy the claims of governmental entities if any member institution fails. This ability provides protection, which is similar to depository insurance.

The Authority’s Investment Policy requires execution of a third-party custodial safekeeping agreement for all purchased securities and requires that securities be designated as an asset of the Authority. As of June 30,

2008 and 2007, other than the investment in the Florida State Board of Administration Pool, all of the Authority’s investments are held in a bank’s trust department in the Authority’s name.

The Florida State Board of Administration Pool is not evidenced by securities that exist in physical or book entry form.

Restricted Cash and Investments - Cash, cash equivalents and investments restricted in accordance with bond provisions and other agreements are as follows:

Note 2 - Deposits and investments (continued)

June 30, (in thousands)

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B-20

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 3 - Due from governmental agencies

Due from governmental agencies consists of the following:

2008 2007

City of Orlando - Crystal Lake Project $ 7,400 $ 6,264

City of Orlando - SR 528/Narcoossee Interchange 2,564 144

City of Winter Garden - Interest Due 1,188 1,155

City of Winter Garden - Stoneybrook Road & Frontage Road 1,240 1,240

Florida Department of Transportation - Operations and Maintenance Reimbursement 1,574 1,820

Florida Department of Transportation - Multi Use Corridor Study 97 -

Florida Department of Transportation - SR 528/SR 436 Interchange - 5,594

Florida Department of Transportation - SunPass Customers' use of E-PASS Roads 456 1,203

Florida Department of Transportation - Wekiva PD&E Study 413 226

Florida's Turnpike Enterprise - Road Ranger Joint Contract 134 68

Greater Orlando Aviation Authority - E-PASS Airport Parking Equipment - 125

Greater Orlando Aviation Authority - Maintenance of E-PASS Airport Parking 24 16

Lee County - LeeWay Customers' use of E-PASS 1 1

Orange County - SR 414 to SR 441 701 -

Orange County - 414210a Waterline 333 -

Orange County Convention Center - Variable Message Sign 6 3

Osceola County - O-PASS Customers' Deposits - 41

16,131 17,900

Less current portion (8,279) (10,396)

$ 7,852 $ 7,504

June 30, (in thousands)

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B-21

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 4 - Capital assets

June 30, 2007 Additions Reductions Transfers June 30,

2008 Infrastructure (non-depreciable):

Rights-of-way $ 423,159 $ 400 $ (664) $ 11,315 $ 434,210 Highways and bridges 1,185,137 562 (34) 259,635 1,445,300

Total infrastructure (non-depreciable) 1,608,296 962 (698) 270,950 1,879,510

Construction in progress (non-depreciable):Rights-of-way 170,205 24,804 (3,825) (11,315) 179,869 Highways and bridges 456,655 277,638 (1,154) (259,635) 473,504 Buildings, toll facilities and other 47,722 40,995 - (41,342) 47,375

Total construction in progress (non-depreciable) 674,582 343,437 (4,979) (312,292) 700,748

Property and equipment (depreciable):Toll equipment 78,769 1,243 - 5,412 85,424 Buildings, toll facilities and other 106,543 1,217 (6,038) 35,327 137,049 Furniture and equipment 12,277 426 (8) 603 13,298

Total property and equipment (depreciable) 197,589 2,886 (6,046) 41,342 235,771

Less accumulated depreciation for:Toll equipment (48,703) (5,958) - - (54,661)Buildings, toll facilities and other (27,919) (4,750) 2,832 - (29,837)Furniture and equipment (6,419) (1,622) 8 - (8,033)

Total accumulated depreciation (83,041) (12,330) 2,840 - (92,531)

Total property and equipment being depreciated, net 114,548 (9,444) (3,206) 41,342 143,240

Total capital assets $ 2,397,426 $ 334,955 $ (8,883) $ - $ 2,723,498

June 30, 2006 Additions Reductions Transfers June 30,

2007 Infrastructure (non-depreciable):

Rights-of-way $ 416,438 $ 739 $ (1,228) $ 7,210 $ 423,159 Highways and bridges 1,122,691 2,172 - 60,274 1,185,137

Total infrastructure (non-depreciable) 1,539,129 2,911 (1,228) 67,484 1,608,296

Construction in progress (non-depreciable):Rights-of-way 73,800 103.,615 - (7,210) 170,205 Highways and bridges 294,877 222,127 - (60,349) 456,655 Buildings, toll facilities and other 31,511 39,158 - (22,947) 47,722

Total construction in progress (non-depreciable) 400,188 364,900 - (90,506) 674,582

Property and equipment (depreciable):Toll equipment 56,335 513 - 21,921 78,769 Buildings, toll facilities and other 102,785 4,569 (836) 25 106,543 Furniture and equipment 11,192 38 (29) 1,076 12,277

Total property and equipment (depreciable) 170,312 5,120 (865) 23,022 197,589

Less accumulated depreciation for:Toll equipment (43,943) (4,760) - - (48,703)Buildings, toll facilities and other (24,909) (3,846) 836 - (27,919)Furniture and equipment (4,944) (1,500) 25 - (6,419)

Total accumulated depreciation (73,796) (10,106) 861 - (83,041)

Total property and equipment being depreciated, net 96,516 (4,986) (4) 23,022 114,548

Total capital assets $ 2,035,833 $ 362,825 $ (1,232) $ - $ 2,397,426

Capital assets are summarized as follows (in thousands):

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B-22

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 4 - Capital assets (continued)

Total bond interest cost incurred amounted to approximately $116,328,000 and $93,856,000 during the years ended June 30, 2008 and 2007, respectively, of which $39,073,000 and $24,342,000 were capitalized as construction in progress during the years ended June 30, 2008 and 2007, respectively (N/A represents items that are not applicable).

Goldenrod Project - On March 24, 1999, the Authority signed the Goldenrod Road Extension Development Agreement (the Agreement) for the extension of Goldenrod Road to the Beachline (the Extension). The Agreement is between the Authority and other local agencies and governments, including the City of Orlando (the City), Greater Orlando Aviation Authority (GOAA) and Orange County. Under the Agreement, each of the parties agreed to contribute a set amount toward construction of the Extension. The contributions made by each party for construction are as follows:

City of Orlando $ 2,000,000GOAA $ 4,500,000Orange County $ 1,000,000OOCEA $ 32,806,166

The Authority’s responsibilities under the Agreement were to acquire, design and construct the right-of-way for the Extension. Construction of the Extension began in January 2001 and opened to traffic in March 2004. Under the terms of the Agreement, toll revenues generated from the Extension will be distributed, first to operating cost, then to repay the contributions to each contributing party. The construction costs of the roadway, toll plaza, and toll equipment are included in the Authority’s capital assets. These assets will remain the property of the Authority until the final payments of all contributions are made. Upon the final repayment of all contributions, ownership of the roadway will revert to the City and the City will be responsible for all future maintenance costs. The Authority will retain ownership of the interchange to SR 528 and certain portions of the right-of-way. Since this project is a non-system project, it is reported net in the non-operating section of the Statement of Revenues, Expenses and Changes in Net Assets. The toll revenues generated from the Extension are not pledged to the Authority’s bond indebtedness.

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B-23

Notes to Financial Statements Years ended June 30, 2008 and 2007

Revenue Bonds Payable A summary of changes in revenue bonds payable is as follows (in thousands):

Note 5 - Long-term debt

June 30, 2007

Additions Reductions June 30, 2008

Series 1990 $ 69,645 $ - $ - $ 69,645 Series 1998 215,685 - - 215,685 Series 2003A 222,090 - (27,850) 194,240 Series 2003B 274,175 - - 274,175 Series 2003C 408,285 - - 408,285 Series 2003D 91,715 - - 91,715 Series 2005A 199,645 - (199,645) - Series 2005B 149,760 - (149,760) - Series 2005C 99,820 - (99,820) - Series 2005D 24,940 - (24,940) - Series 2005E 24,940 - (24,940) - Series 2007A 425,000 - - 425,000 Series 2008B1 - 131,025 - 131,025 Series 2008B2 - 118,500 - 118,500 Series 2008B3 - 149,760 - 149,760 Series 2008B4 - 99,820 - 99,820

2,205,700 499,105 (526,955) 2,177,850 Add unamortized bond premium 27,227 - (1,780) 25,447 Add deferred gain on interest rate exchange agreements 8,078 - - 8,078 Less unamortized bond discount (6,053) - 351 (5,702)Less unamortized deferred amount on refunding of revenue bonds (69,998) (8,098) 6,151 (71,945)Less current portion of revenue bonds payable (27,850) (33,145) 27,850 (33,145)Revenue bonds payable net of current portion $ 2,137,104 $ 457,862 $ (494,383) $ 2,100,583

June 30,2006

Additions ReductionsJune 30,

2007Series 1990 $ 69,645 $ - $ - $ 69,645 Series 1998 223,605 - (7,920) 215,685 Series 2003A 244,615 - (22,525) 222,090 Series 2003B 274,175 - - 274,175 Series 2003C 408,285 - - 408,285 Series 2003D 91,715 - - 91,715 Series 2005A 199,645 - - 199,645 Series 2005B 149,760 - - 149,760 Series 2005C 99,820 - - 99,820 Series 2005D 24,940 - - 24,940 Series 2005E 24,940 - - 24,940 Series 2007A - 425,000 - 425,000

1,811,145 425,000 (30,445) 2,205,700 Add unamortized bond premium 16,905 11,766 (1,444) 27,227 Add deferred gain on interest rate exchange agreements - 8,078 - 8,078Less unamortized bond discount (6,404) - 351 (6,053)Less unamortized deferred amount on refunding of revenue bonds (76,107) - 6,109 (69,998)Less current portion of revenue bonds payable (26,400) (27,850) 26,400 (27,850)Revenue bonds payable net of current portion $ 1,719,139 $ 416,994 $ 971 $ 2,137,104

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B-24

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 5 - Long-term debt (continued)

In the 2002 legislative session, the Florida Legislature amended Chapter 348 part V (Expressway Act) to, among other things, revise and expand the powers of the Authority to finance or refinance its projects, including the power to refund bonds previously issued on behalf of the Authority by the State of Florida Division of Bond Finance of the State Board of Administration (the Division of Bond Finance), through the issuance of its own bonds or other obligations. Consistent with the authority granted in the Expressway Act, the Authority adopted an Authority Bond Resolution on July 2, 2002, authorizing the issuance of up to $2,000,000,000 of additional bonds or other indebtedness to finance projects of the Authority. The issuance of bonds by the Authority under the Authority Bond Resolution was validated by the Circuit Court of the Ninth Judicial Circuit of Florida, in Orange County, Florida on September 20, 2002.

On January 28, 2003, the Division of Bond Finance adopted a resolution formally recognizing the Authority as the issuer of bonds under that certain Master Junior Lien Bond Resolution pursuant to which the Division of the Bond Finance had previously issued bonds on behalf of the Authority. The Authority further adopted on February 3, 2003, an Amended and Restated Master Bond Resolution pursuant to which the Authority amended and restated the Authority Bond Resolution and the Master Junior Lien Resolution into a single, consolidated, single lien resolution to govern the existing outstanding bonds and future bond indebtedness of the Authority. All bonds or other obligations issued under the Amended and Restated Master Bond Resolution are payable from, and secured by, a pledge of net revenues from the operation of the System.

Fixed Rate Debt

The Orlando-Orange County Expressway Authority Revenue Bonds, Series 2007A were originally issued on June 28, 2007 and were outstanding in the aggregate principal amount of $425,000,000 on June 30, 2008 and 2007, respectively. The 2007A Bonds are comprised of four term bonds in the following principal amounts and maturing on the following dates: $93,465,000, due July 1, 2032; $83,095,000, due July 1, 2035; $62,555,000, due July 1, 2037, and $185,885,000 due July 1, 2042. The 2007A Bonds are payable from, and secured by, a pledge of net revenues from the operation of the expressway system. Interest on the 2007A Bonds is due and paid semiannually.

Orlando-Orange County Expressway Authority Revenue Refunding Bonds, Series 2003A were outstanding in the aggregate principal amount of $209,690,000 and $237,540,000 on June 30, 2008 and 2007, respectively, $15,450,000 of which was defeased as described below. The 2003A Bonds were issued in the original aggregate principal amount of $298,665,000 as serial bonds due in annual principal installments through July 1, 2016 in amounts ranging from $13,635,000 to $30,120,000, plus interest. The 2003A Bonds are payable from, and secured by, a pledge of net revenues from the operation of the expressway system. Interest on the 2003A Bonds is due and paid semiannually. In March 2005, $15,450,000 in total principal of the 2003A Bonds (the Defeased 2003A Bonds) was cash defeased by placing cash from operations in an irrevocable escrow account to provide for all future debt service payments on the Defeased 2003A Bonds. Accordingly, the escrow account assets and the liability for the Defeased Bonds are not included in the Authority’s balance sheets, however, such principal amount is included in the aggregate principal amount outstanding indicated in this paragraph.

The Orlando-Orange County Expressway Authority Revenue Bonds, Series 2003B were outstanding in the aggregate principal amount of $274,175,000 on June 30, 2007 and 2006. The 2003B Bonds are comprised of three term bonds in the following principal amounts and maturing on the following dates: $29,770,000, due July 1, 2028; $46,865,000, due July 1, 2030 and $197,540,000, due July 1, 2035. Interest on the 2003B Bonds is due and paid semiannually.

The State of Florida, Orlando-Orange County Expressway Authority Junior Lien Revenue Bonds, Series of 1998 of which $215,685,000 and $223,605,000 in aggregate principal amount was outstanding on June 30, 2008 and 2007, respectively, and were originally issued in the aggregate principal amount of $64,465,000 of serial bonds and $162,845,000 of term bonds. The serial bonds are due in annual installments beginning July 1, 2005 through July 1, 2017 in amounts ranging from $3,705,000 to $6,515,000, plus interest. The term bonds principal is due through July 1, 2028, with annual amortization installments for term bonds required to be deposited in a bond redemption account beginning in 2018 in amounts ranging from $6,840,000 to $54,575,000. Interest on the 1998 Bonds is due and paid semiannually. The 1998 Bonds are payable solely from, and secured by, a pledge of

June 30,2006

Additions ReductionsJune 30,

2007Series 1990 $ 69,645 $ - $ - $ 69,645 Series 1998 223,605 - (7,920) 215,685 Series 2003A 244,615 - (22,525) 222,090 Series 2003B 274,175 - - 274,175 Series 2003C 408,285 - - 408,285 Series 2003D 91,715 - - 91,715 Series 2005A 199,645 - - 199,645 Series 2005B 149,760 - - 149,760 Series 2005C 99,820 - - 99,820 Series 2005D 24,940 - - 24,940 Series 2005E 24,940 - - 24,940 Series 2007A - 425,000 - 425,000

1,811,145 425,000 (30,445) 2,205,700 Add unamortized bond premium 16,905 11,766 (1,444) 27,227 Add deferred gain on interest rate exchange agreements - 8,078 - 8,078Less unamortized bond discount (6,404) - 351 (6,053)Less unamortized deferred amount on refunding of revenue bonds (76,107) - 6,109 (69,998)Less current portion of revenue bonds payable (26,400) (27,850) 26,400 (27,850)Revenue bonds payable net of current portion $ 1,719,139 $ 416,994 $ 971 $ 2,137,104

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B-25

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 5 - Long-term debt (continued)

net revenues from the operation of the expressway system and from monies received from Orange County, Florida (County) pursuant to our interlocal agreement between the Authority and the County (the Interlocal Agreement).

The State of Florida, Orlando-Orange County Expressway Authority Junior Lien Revenue Bonds, Series of 1990, of which $69,645,000 in aggregate principal was outstanding on June 30, 2007 and 2006, were originally issued in the aggregate principal amount of $98,940,000 serial bonds and $286,060,000 term bonds. A portion of the 1990 Bonds were refunded with the previously outstanding bonds issued by the Authority in 1993. The bonds are payable solely from, and secured by, a pledge of net revenues from the operation of the expressway system and from monies received from the County pursuant to the Interlocal Agreement. The serial bonds are due in annual installments from July 1, 2010 through July 1, 2016 in amounts ranging from $8,145,000 to $12,295,000 plus interest. Interest on the 1990 Bonds is due and paid semiannually.

Variable Rate Debt

On May 1, 2008, the Authority issued Orlando-Orange County Expressway Authority Variable Rate Refunding Revenue Bonds, Series 2008B1, 2008B2, 2008B3 and 2008B4 (collectively, 2008B Bonds), for the purpose of refunding the Series 2005A, 2005B, 2005C, 2005D and 2005E Bonds (collectively, Series 2005 Bonds). During fiscal year 2008, the insurer on the Series 2005 Bonds, Ambac, was downgraded from AAA to AA by Fitch Ratings. Additionally, Moody’s and Standard and Poors had placed Ambac on credit watch. This caused a dislocation in the weekly reset rates incurred by the Authority and ultimately, the Authority exercised its option to redeem the bonds by issuing the 2008B Bonds. The 2008B Bonds are backed by letters of credit rather than insurance. The 2008B Bonds were issued in four sub-series in the initial aggregate principal of $499,105,000, including Series 2008B1 in the initial principal amount of $131,025,000; Series 2008B2 in the initial principal amount of $118,500,000; Series 2008B3 in the initial principal amount of $149,760,000; and 2008B4 in the initial principal amount of $99,820,000, all of which was outstanding on June 30, 2008. The Series 2008B Bonds are dated the date of their original issuance and delivery and mature on July 1, 2040. The Series 2008B Bonds were initially issued and currently outstanding in a variable rate mode with interest rate on the Series 2008B Bonds resetting

on a weekly basis and interest payable on a monthly basis. The 2008B Bonds are subject to option and mandatory redemption and option and mandatory tender for purchase prior to maturity. The $8,098,258 of issue costs remaining on 2005 Bonds is now being amortized as a deferred loss over both the remaining life of the old debt and the life of the new debt. Debt issuance costs of $1,937,029 related to the 2008B Bonds are also being amortized over 33 years.

On April 8, 2003, the Authority issued Orlando-Orange County Expressway Authority Variable Rate Refunding Revenue Bonds, Series 2003C in four sub-series in the initial aggregate principal of $408,285,000, including Series 2003C1 in the initial principal amount of $158,285,000; Series 2003C2 in the initial principal amount of $83,335,000; Series 2003C3 in the initial principal amount of $83,335,000 and Series 2003C4 in the initial principal amount of $83,330,000, all of which was outstanding on June 30, 2008 and June 30, 2007. The Series 2003C Bonds are dated the date of their original issuance and delivery and mature on July 1, 2025. The Series 2003C Bonds were initially issued and currently outstanding in a variable rate mode with the interest rate on the Series 2003C Bonds resetting on a weekly basis and interest payable on a monthly basis. The 2003C Bonds are subject to optional and mandatory redemption and optional and mandatory tender for purchase prior to maturity. Amortization installments for the mandatory redemption of the 2003C Bonds begin on July 1, 2017.

On April 8, 2003, the Authority issued Orlando-Orange County Expressway Authority Variable Rate Revenue Bonds, Series 2003D in the initial aggregate principal amount of $91,715,000, all of which was outstanding on June 30, 2008 and June 30, 2007. The 2003D Bonds are dated the date of their original issuance and delivery and mature on July 1, 2032. The 2003D Bonds were initially issued and currently outstanding in a variable rate mode with the interest rate on the 2003D Bonds resetting on a weekly basis and interest payable on a monthly basis. The 2003D Bonds are subject to optional and mandatory redemption and optional and mandatory tender for purchase prior to maturity. Amortization installments for the mandatory redemption of the 2003D Bonds begin on July 1, 2026.

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B-26

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 5 - Long-term debt (continued)

Variable-to-Fixed Interest Rate Swaps

On April 8, 2003, the Orlando-Orange County Expressway Authority (OOCEA) entered into five synthetic fixed rate swap agreements totaling $500,000,000 (the 2003 Swaps), attributable to the four subseries of the 2003C Bonds in the aggregate principal amount of $408,285,000 and the 2003D Bonds in the aggregate principal amount of $91,715,000 as described above.

On July 13, 2004, OOCEA entered into five forward-starting synthetic fixed rate swap agreements totaling $499,105,000 (the 2004 Swaps), attributable to the $199,645,000 Series 2005A Bonds, the $149,760,000 Series 2005B Bonds, the $99,820,000 Series 2005C Bonds, the $24,940,000 Series 2005D Bonds, and the $24,940,000 Series 2005E Bonds. On May 1, 2008, all Series 2005 Bonds were redeemed and the 2004 Swaps are now associated with the refunding bonds, Series 2008B, described above.

Objective of swaps and nature of hedged risk -The Authority entered into the 2003 Swaps, rather than issuing fixed rate bonds in order to achieve lower borrowing costs. The Authority realized approximately $6.8 million in additional savings versus issuing traditional fixed rate bonds, and also maintained future financing flexibility.

In 2004, the Authority entered into the 2004 Swaps in order to insure its ability to fund its Five-Year Work Plan, then valued at $1,240,300,000.

The Authority has entered into the 2003 Swaps and the 2004 Swaps in order to manage the interest rate exposure that the Authority was subject to as a result of issuing its variable rate bonds.

Strategy to accomplish hedge objective - In order to achieve the stated objectives, the Authority issued variable rate bonds with a weekly reset and entered into swap agreements to obtain the synthetic fixed rate. In 2003, the Authority entered into five separate interest rate swap agreements with four separate counterparties. In 2004, the Authority entered into five separate forward-starting interest rate swap agreements with five separate counterparties. The 2004 Swaps remained in place at the time of issuance of the 2005 Bonds.

(in thousands)

Year Ending June 30,

Principal Interest Total

2009 $ 33,145 $ 104,397 $ 137,542 2010 31,790 102,995 134,785 2011 33,380 101,463 134,843 2012 29,970 99,831 129,801 2013 37,405 98,032 135,437

2014 to 2018 195,895 457,720 653,615 2019 to 2023 288,700 396,397 685,097 2024 to 2028 381,185 319,294 700,479 2029 to 2033 435,850 221,347 657,197 2034 to 2038 424,720 113,765 538,485 2039 to 2043 285,810 29,473 315,283

Total $2,177,850 $2,044,714 $4,222,564

The annual requirements to amortize all revenue bonds and revenue refunding bonds outstanding as of June 30, 2008 are summarized as follows (all amounts in thousands). For purposes of this note, the interest rate applicable to variable rate bonds is the synthetic fixed rate of 4.36% for the 2003C Bonds, 4.29% for the 2003D Bonds and 4.7753% for the 2008 Bonds.

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B-27

Notes to Financial Statements Years ended June 30, 2008 and 2007Note 5 - Long-term debt (continued)

Derivative Hedging Instruments - The Authority entered into five separate interest rate swap agreements with an effective date of April 8, 2003, all of which were associated with the Series 2003C and Series 2003D Bonds. On July 13, 2004, the Authority entered into five separate forward-starting interest rate swap agreements with an effective date of

March 1, 2005, all of which were associated with the Series 2005 Bonds. The transactions were executed in order to accomplish the synthetic fixed rates as noted below:

Series 2003C1 Series 2003C2 Series 2003C3 Series 2003C4 Series 2003D

Notional Value $ 158,285,000 $ 83,333,333 $ 83,333,333 $ 83,333,333 $ 91,715,000Fixed Rate 4.36% 4.36% 4.36% 4.36% 4.29%Fixed Payer Authority Authority Authority Authority AuthorityFloating Rate TBMA TBMA TBMA TBMA TBMA

Weekly Index Weekly Index Weekly Index Weekly Index Weekly IndexTermination Date 1-Jul-25 1-Jul-25 1-Jul-25 1-Jul-25 1-Jul-32Settlement Monthly Monthly Monthly Monthly MonthlyPremium Paid None None None None None

2005A 2005B 2005C 2005D 2005E

Notional Value $ 199,642,000 $ 149,758,000 $ 99,821,000 $ 24,942,000 $ 24,942,000Fixed Rate 4.7753% 4.7753% 4.7753% 4.7753% 4.7753%Fixed Payer Authority Authority Authority Authority AuthorityFloating Rate TBMA TBMA TBMA TBMA TBMA

Weekly Index Weekly Index Weekly Index Weekly Index Weekly IndexTermination Date 1-Jul-40 1-Jul-40 1-Jul-40 1-Jul-40 1-Jul-40Settlement Monthly Monthly Monthly Monthly MonthlyPremium Paid None None None None None

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B-28

Notes to Financial Statements Years ended June 30, 2008 and 2007Note 5 - Long-term debt (continued)

Type of Hedge - Discrete Cash Flow

Fair Value - GASB Technical Bulletin No. 2003-1 requires entities to disclose the fair value of those derivates that are not reported on the Statement of Net Assets. As such, the Authority has obtained independent market value evaluations of its swap transactions. These fair value estimates are based on expected forward LIBOR swap rates and discounted expected cash flows. The appropriate LIBOR percentages that relate to the tax-exempt The Bond Market Association (TBMA) swap rates are applied to the LIBOR swap curve to derive the expected forward TBMA swap rates. On a current mark-to-market basis, the net present value of the swaps would require the Authority to make an estimated combined termination payment, in the event that all of the outstanding swaps were terminated on June 30, 2008 or June 30, 2007, of approximately $103,326,596 and $46,036,068 respectively. The table below provides the fair value of the swaps by individual Bond Series:

Estimated Termination Payments Based on Net Present Value

June 30, 2008 June 30, 2007

Series 2003C $ 30,133,326 $ 10,296,742 Series 2003D 6,024,750 745,771 Series 2008B (2004 Swaps)

67,168,520 34,993,555

$ 103,326,596 $ 46,036,068

Risks - The Authority monitors the various risk associated with the swap Agreements. Based upon the assessment, the Authority reviewed the following risks:

Credit Risk: The Authority has adopted an interest rate risk management policy to select counterparties with an initial rating of at least AA-/Aa3/AA- by at least two of the three nationally recognized credit rating agencies. As of June 30, 2008, the six counterparties all have a credit rating that equals or exceeds this minimum credit rating requirement. If the counterparties are downgraded below the minimum rating requirements, the agreements require that the counterparties post suitable and adequate collateral. The following terms of the swaps and of the Series 2003C, Series 2003D, and all Series 2008 Bond obligations are identical: 1. The total notional amount of the swaps equals

the total outstanding principal amount of the Authority’s revenue bonds that are subject to the swaps.

2. The re-pricing dates of the swaps match those of the related bonds, specifically, the Series 2003C, Series 2003D and all Series 2008 Bonds.

3. The amortization of the swaps matches the amortization of the bonds.

Interest Rate Risk: The Authority has implemented a strategy on the swaps associated with the Series 2003C, Series 2003D and all Series 2008 Bonds which was designed to provide a synthetic fixed rate.

Basis Risk: The Series 2003C, Series 2003D, and all Series 2005 variable rate bonds were issued to bear interest at the seven day market rate, whereas the underlying swap agreements pay the Authority interest at the TBMA rate, now known as SIFMA. Since the variable rate paid by the counterparties on the interest rate swaps is the SIFMA index the Authority reasonably assumed that the hedging relationship would be highly effective in providing counterparty payments to the Authority in amounts necessary to pay the synthetic fixed rate on the Series 2003C, Series 2003D, and all Series 2005 Bonds. However, during fiscal year 2008, the Authority experienced some basis spread on the Series 2005 Bonds subsequent to Fitch’s downgrade of Ambac, the Bonds’ insurer. In order to eliminate this spread, the Authority took action to redeem the bonds and issued the Series 2008B Refunding Bonds, backed by letters of credit. This action effectively reduced the spread and since issuance, the Series 2008B Bonds, as well as the Series 2003C and 2003D Bonds, were trading, on average, below the SIFMA index as of June 30, 2008. Subsequent to the close of the fiscal year, Moody’s put FSA, the insurer of the Series 2003C and 2003D Bonds, on credit review. Since that action, the Authority has experienced an immaterial amount of basis spread, but continues to carefully monitor the trading differentials.

Termination Risk: The Authority has acquired swap insurance policies for the swaps associated with the Series 2003C, Series 2003D and all the Series 2008 Bonds. Under certain conditions set forth in the swap agreement, neither the Authority nor the counterparty may designate an early termination date under the swap agreement unless an “Insurer Event” has occurred whereby the Swap Insurer (i) fails to meet its payment obligations under the swap, (ii) fails to have a claims paying ability rating of at least “A-” from S&P or a financial strength rating of at least “A3” from Moody’s or (iii) has its rating from either S&P or Moody’s withdrawn or suspended and such rating is not reinstated within 30 days of such withdrawal or suspension. Notwithstanding the insurer provisions under the swap agreement,

Page 49: FinAnCiAl report

B-29

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 5 - Long-term debt (continued)

the Authority has the option to terminate the swap at any time upon at least two business days prior written notice to the counterparty; provided, however, that the Authority may not exercise this option if a termination amount would be payable to the counterparty. Absent the insurer provisions, the counterparties may terminate the swap in the event of a default such as: non-payment, credit downgrade or failure to provide collateral. In the event of a downgrade of the counterparty, such counterparty may assign the swap to an AA rated provider subject to the Authority’s approval.

Rollover Risk: The payment terms of the Series 2003C and 2003D and Series 2008 Variable Rate Bonds match the related swap agreements. In addition, the Authority secured liquidity or letter of credit (LOC) agreements for the variable rate demand bonds in amounts equal to the principal amount of the bonds plus 35 days of interest at 12%. The Authority has executed contracts with five different providers to further mitigate liquidity risk. The expiration of the respective contracts are as follows:

Additionally, the Authority has secured from Ambac a forward commitment to insure the Series 2008B Bonds to maturity at the Authority’s option by May 1, 2011 at no additional premium. The Authority intends to exercise this right if, and at such point, it shall be deemed in the best interest of the Authority.

Associated Debt: The net cash flow of the underlying swap agreements compared to the variable rate bonds resulted in the following net cash inflows (outflows):

Debt Service Reserve Requirements - All outstanding bonds are covered by surety policies purchased from AA or AAA-rated insurers.

Bond Series Type/Provider Expiration Date

Series 2003C Liquidity/Dexia 04/08/2013Series 2003D Liquidity/Dexia 04/08/2013

Series 2008B1 LOC/Bank of America, NA 05/14/2011Series 2008B2 LOC/SunTrust Bank 03/01/2010 05/14/2011Series 2008B3 LOC/Wachovia Bank, NA 03/01/2010 05/14/2011Series 2008B4 LOC/Wachovia Bank, NA 03/01/2010 05/14/2011

2003 Series 2005 Series 2008 Series Total

FY 2003 $ 18,664 $ - $ - $ 18,664

FY 2004 74,400 - - 74,400

FY 2005 67,609 1,827 - 69,436

FY 2006 69,018 97,163 - 166,181

FY 2007 101,643 82,950 - 184,593

FY 2008 161,325 (2,434,950) 61,270 (2,212,355)

Total $ 492,659 $ (2,253,010) $ 61,270 $ (1,699,081)

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B-30

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 5 - Long-term debt (continued)

Defeased Bonds

During 1985 and 1998 the Authority defeased certain bonds by placing the proceeds of new bonds in an irrevocable escrow account to provide for all future debt service payments on the old bonds. Additionally, the Authority cash defeased certain bonds in 2005, by placing cash from operations in an irrevocable escrow account to provide for all future debt service payments on the defeased bonds. Accordingly, the trust account assets and the liability for the defeased bonds are not included in the Authority’s balance sheets. The balance of defeased bonds outstanding was $85,425,000 at June 30, 2007, representing the outstanding balance on the 1970 Bonds, the 1988 Bonds, and a portion of the 2003A Bonds. The 1970 Bonds were defeased with the

proceeds of the 1985 Bonds (1985 Escrow) and the 1988 Bonds were defeased using the unused portion of the proceeds of the 1988 Bonds (1988 Escrow).

The Authority maintained that it had retained the call rights on the 1985 Series and 1988 Series Bonds. In 2004, the Authority filed a declaratory action in the Ninth Judicial Circuit Court to determine the Authority’s rights with respect to the call rights on the 1988 Series Bonds. The business court entered an order granting summary judgment in favor of Emmet & Co., Inc., finding that the Authority had not reserved its optional redemption rights with respect to the 1988 Series Bonds. This decision was upheld by the appellate Court in October 2007.

Principal maturities on those defeased bonds, based on July 1 payments each year, are as follows:

(in thousands)June 30, 1970 Bonds 1988 Bonds 2003A Bonds Total

2009 $ 890 $ 75 $ - $ 965

2010 - 75 - 75

2011 - - 2,750 2,750

2012 - 2,680 2,650 5,330

Thereafter - 61,220 12,700 73,920

$ 890 $ 64,050 $ 18,100 $ 83,040

Page 51: FinAnCiAl report

B-31

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 5 - Long-term debt (continued)

2008 2007

Advances for the cost of maintenance of the Beachline Expressway, the East-West Expressway, and the Airport Interchange and Beachline improvements and the cost of operations of the East-West Expressway and the Airport Interchange and Beachline improvements paid by the Authority and reimbursed by the FDOT; amounts due are non-interest bearing and are to be repaid out of toll revenues after the requirements for liquidation of revenue bonds and all other obligations have been met. $ 197,200 $ 188,388

Advances from the FDOT for completion of the Spessard L. Holland East-West Expressway; amounts due are non-interest bearing and are to be repaid out of toll revenues after the requirements for liquidation of revenue bonds and all other obligations have been met. 14,038 14,038

Loans from the Toll Facilities Revolving Trust Fund for preliminary engineering, corridor alignment and environmental studies in the Orange County beltway project; amounts are non-interest bearing; due in annual installments beginning during fiscal year 2005. 1,449 2,513

Loan from the State Infrastructure Bank for the acquisition of right-of-way associated with or necessary for the construction of the John Land Apopka Expressway; payments start during fiscal year 2007. 27,728 20,594

Advances from the Greater Orlando Aviation Authority, the City of Orlando and Orange County for the extension of Goldenrod Road; amounts due are non-interest bearing and are to be repaid out of toll revenue after the Authority has been repaid for expenses related to this project. 7,171 7,300

Tolls collected from customers for Osceola County, the FDOT, the Turnpike Enterprise, Lee County and the Greater Orlando Aviation Authority; amounts are non-interest bearing and due on demand. 1,695 2,896

249,281 235,729

Less current portion (3,364) (4,527) $ 245,917 $ 231,202

Due to Governmental Agencies

Due to governmental agencies consists of the following:

June 30, (in thousands)

Page 52: FinAnCiAl report

B-32

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 5 - Long-term debt (continued)

The following is a schedule by years of the minimum future payments on the amounts due to governmental agencies (all amounts in thousands):

2009 $ 3,364

2010 822

2011 439

2012 5,438

2013 5,375

Thereafter 233,843

$ 249,281 Amounts included in “thereafter” are payable based on future events as described above. Actual due dates are not presently scheduled; however, the Authority’s management believes it is highly unlikely any portion of this amount will become due and payable within the next five years.

Note 6 - Commitments & Contingencies

Commitments - Commitments on outstanding construction contracts for improvements and maintenance of the System and right-of-way acquisition totaled approximately $393,645,590 at June 30, 2008.

Operating Lease - The Authority leases excess capacity of the Fiber Optic Network (FON) to Embarq Florida, Inc. The original historic cost of this FON of $19,172,000 is not depreciated because its expected life exceeds 100 years. This is a ten-year lease with three five-year renewal options. The annual rate of $464,640, adjusted annually by the local Consumer Price Index, is presented as miscellaneous nonoperating revenues. If the Authority terminates this agreement because of licensee’s (Embarq’s) default, the licensee shall pay the Authority, as liquidated damages, an amount equal to the minimum total fees and charges for the remaining agreement term. There is no termination clause for the licensee except by default of the Authority. The minimum future rentals for the three remaining fiscal years are $464,640 per year for two years and $425,920 for the third year, for a total of $1,355,200.

Pending Litigation - Various suits and claims, arising in the ordinary course of the Authority’s operations, are pending against the Authority. The ultimate effect of such litigation cannot be ascertained at this time. In the opinion of the Authority management based on advice from legal counsel, the liabilities, which may arise

from such action, would not result in losses that would materially affect the financial position of the Authority or the results of its operations.

Note 7 - Retirement Plans

Florida Retirement System Plans - All employees of the Authority participate in the State of Florida Retirement System (the FRS), a multiple-employer cost sharing defined benefit retirement plan or defined contribution retirement plan, administered by the Florida Department of Administration, Division of Retirement. As a general rule, membership in the FRS is compulsory for all employees working in a regular established position for a state agency, county government, district school board, state university, community college, or a participating city or special district within the State of Florida. The FRS provides retirement and disability benefits, annual cost-of-living adjustments, and death benefits to plan members and beneficiaries. Employees are classified in either the regular service class or the senior management service class (SMSC). The senior management service class is for members who fill senior level management positions.

Benefits are established by Chapter 121, Florida Statutes, and Chapter 60S, Florida Administrative Code. Amendments to the law can be made only by an act of the Florida Legislature.

Employees may participate in the Public Employee Optional Retirement Program (Investment Plan), a defined contribution retirement program, in lieu of participation in the defined benefit retirement plan (Pension Plan). If the Investment Plan is elected, active membership in the defined benefit retirement plan is terminated. Eligible members of the Investment Plan are vested at one year of service and receive a contribution for self-direction in an investment product with a third party administrator selected by the State Board of Administration. The contribution rates for both fiscal 2008 and 2007 were 9% for regular class and 10.95% for senior management class.

For employees in the Pension Plan, benefits are computed on the basis of age, average final compensation, and service credit. Regular class and senior management class employees who retire at or after age 62 with at least six years of credited service or 30 years of service regardless of age are entitled to a retirement benefit payable monthly for life, equal to 1.6% and 2% respectively, of their final average compensation for each year of credited service. Vested employees with less than 30 years of service may retire before age 62 and receive reduced retirement benefits.

Year Ending June 30,

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B-33

Notes to Financial Statements Years ended June 30, 2008 and 2007

Note 7 - Retirement Plans (continued)

A post-retirement health insurance subsidy is also provided to eligible retired employees through the FRS defined benefit in accordance with Florida Statutes.

In addition to the above benefits, the FRS administers a Deferred Retirement Option Program (DROP). This program allows eligible employees to defer receipt of monthly retirement benefit payments while continuing employment with a Florida Retirement System employer for a period not to exceed 60 months after electing to participate. Deferred monthly benefits are held in the FRS Trust Fund and accrue interest.

The State of Florida annually issues a publicly available financial report that includes financial statements and required supplementary information for the FRS. The latest available report may be obtained by writing to the Department of Management Services, Office of the Secretary, 4050 Esplanade Way, Tallahassee, Florida 32399-0950 or from the website: www.dms.myflorida.com/human_resource_support/retirement.

Funding Policy - The FRS is noncontributory for members. Governmental employers are required to make contributions to the FRS based on statewide contribution rates. The contribution rate for both 2008 and 2007 applied to regular employee salaries was 9.85%, including 1.11% for a post-retirement health insurance subsidy (HIS). The contribution rate for both 2008 and 2007 applied to senior management class salaries was 13.12%, including 1.11% for HIS. The contribution rate for both 2008 and 2007 applied to the salaries of the employees in DROP was 10.91%, including 1.11% for HIS.

The Authority’s actual contributions to the FRS for the fiscal years ended June 30, 2008, 2007, and 2006, were $413,618, $340,887, and $245,833, respectively, which were equal to the required contributions. Therefore, the Authority does not have a pension asset or liability as determined in accordance with GASB Statement No. 27.

Note 8 - Risk management

The Authority is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters for which the Authority purchases commercial insurance.

The Authority reduced the insurance coverage limit for bridges, overpasses, and toll plazas from $100,000,000 to $50,000,000 per occurrence for the year ended June 30, 2007. The Authority increased the insurance coverage limit for bridges, overpasses, and toll plazas

from $50,000,000 to $75,000,000 per occurrence for the year ended June 30, 2008. No settlements have exceeded coverage levels in place during 2006, 2007, and 2008.

Prior to January 1, 2007, the Authority’s health insurance was provided through a commercial carrier. All health insurance claims incurred subsequent to January 1, 2007 are covered by Orange County, Florida’s Self-Insurance Fund, a risk management pool to which risk is transferred in exchange for annual premium payments.

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B-34

Required Supplementary Information

Trend Data on Infrastructure Condition

The Authority elected to use the Modified Approach to account for maintenance of its infrastructure assets starting in fiscal year 1997. The Florida Department of Transportation (the FDOT) annually inspects the Authority’s roadways. The FDOT utilizes the Maintenance Rating Program (the MRP) to assess the condition of the system. Copies of the MRP manual may be obtained from the State Maintenance Office, 605 Suwannee Street, Mail Station 52, Tallahassee, FL 32399-0450. The MRP manual provides a uniform evaluation system for maintenance features of the State Highway System. The roadways are rated on a 100-point scale, with 100 meaning that every aspect of the roadway is in new and perfect condition. The Authority’s system as a whole is given an overall rating, indicating the average condition of all roadways operated by the Authority. The assessment of condition is made by visual and mechanical tests designed to reveal any condition that would reduce highway-user benefits below the maximum level of service. The Authority’s policy is to maintain the roadway condition at a MRP rating of 80 or better. The results of the last three completed inspections are as follows:

The budget-to-actual expenditures for preservation for the past five years are as follows:

Evaluation Period

Fiscal Year Rating

2008 92%

2007 89%

2006 90%

(in thousands)

Fiscal Year Budget Actual

2008 $ 14,765 $ 10,532

2007 $ 22,121 $ 24,734

2006 $ 7,963 $ 13,407

2005 $ 20,411 $ 10,515

2004 $ 17,953 $ 2,461

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B-35

Calculation of the Composite Debt Service Ratio, as Defined by the Bond Resolutions and Related Documents

2008 2007

Schedule 1

Revenues:

Tolls $ 205,947 $ 203,475

Transponder sales 946 1,166

Interest 25,191 23,022

Miscellaneous 1,242 586

Other operating 911 995

Total revenues 234,237 229,244

Expenses:

Operations 35,591 33,826

Maintenance 14,468 12,482

Administrative 5,576 5,898

Total expenses 55,635 52,206

Add deposits into OMA reserve - 574

Less advances for operations and maintenance

expenses received from the FDOT (8,812) (9,871)

Net expenses 46,823 42,909

Net revenues, as defined, plus payments

received from the FDOT 187,414 186,335

Pledged revenues $ 187,414 $ 186,335

Debt service payments $ 121,664 $ 100,462

Debt service ratio of net revenues to debt service 1.54 1.85

County gas tax pledge $ 8,599 $ 8,740

Debt service ratio of pledged revenues to debt service* 1.61 1.94

*The above calculations apply to the 1990 and 1998 Series bonds, which are covered by the County’s gas tax pledge. The 2003, 2007A, and 2008B series bonds are not covered by this pledge.

Note: Revenues and expenses are presented on this schedule on the accrual basis in accordance with accounting principles generally accepted in the United States of America. Certain amounts included on the Statement of Revenues, Expenses, and Changes in Net Assets are not part of net revenues, as defined, and are therefore excluded from this schedule.

June 30, (in thousands)

Page 56: FinAnCiAl report

STATISTICAL SECTION (C)

Page 57: FinAnCiAl report

This section of the Orlando-Orange County Expressway Authority’s comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the Authority’s overall financial health. The tables presented in this section are unaudited.

CONTENTS PAGE

FinancialTrends.........................................................................................................................C-1—C-2 These schedules contain trend information to help the reader understand how the Authority’s financial performance and well-being have changed over time.

RevenueCapacity.......................................................................................................................C-3—C-10 These schedules contain information to help the reader assess the Authority’s most significant local revenue source, toll revenue.

DebtCapacity.............................................................................................................................C-11—C-12 These schedules present information to help the reader assess the affordability of the Authority’s current levels of outstanding debt and the Authority’s ability to issue additional debt in the future.

DemographicandEconomicInformation................................................................................C-13—C-15 These schedules offer demographic and economic indicators to help the reader understand the environment within which the Authority’s financial activities take place.

OperatingInformation...............................................................................................................C-16—C-20 These schedules contain service and infrastructure data to help the reader understand how the information in the Authority’s financial report relates to the services the Authority provides and the activities it performs.

Sources: Unless otherwise noted, the information in these schedules is derived from the comprehensive annual financial reports for the relevant year.

StatisticalSectionContents

Orlando-OrangeCountyExpresswayAuthority

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C-1

Revenues, Expenses and Changes in Net AssetsJuly 1, 1998 through June 30, 2008Shown in Thousands ($000’s)

Prepared on Basis of GAAP

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Operating Revenues

Toll Revenues $ 112,425 $ 125,550 $ 136,863 $ 142,357 $ 153,309 $ 168,720 $ 177,711 $ 193,055 $ 203,475 $ 205,947

Transponder Sales 768 1,226 1,417 1,005 1,119 1,237 1,166 946

Other 140 229 180 701 995 912

Total Operating Revenues 112,425 125,550 137,631 143,583 154,866 169,954 179,010 194,993 205,636 207,805

Operating Expenses

Operations, Maintenance and Administration 29,269 34,386 43,913 39,443 40,027 45,620 46,211 51,507 52,206 55,636

Depreciation 5,172 6,149 6,498 7,235 7,677 7,882 7,535 8,209 10,105 12,331

Preservation 3,385 5,266 2,095 4,608 4,420 2,461 10,515 13,407 24,734 10,532

Other 1,788 2,361 2,715 4,020 6,669 2,057 4,520 3,418 4,916 9,157

Total Operating Expenses 39,614 48,162 55,221 55,306 58,793 58,020 68,781 76,541 91,961 87,656

Nonoperating Revenues (Expenses)

Investment Income 16,728 13,078 16,701 7,620 6,233 6,611 14,489 26,479 26,143 30,214

Miscellaneous Revenues 969 100 1,780 742 549 671 407 1,044 (790)

Intergovernmental Grant Revenue 793 978 8,343

Goldenrod Road (159) 119 507 613 694 897

Interest Expense (62,481) (57,167) (55,845) (52,728) (57,061) (58,179) (55,138) (71,583) (69,705) (76,928)

Miscellaneous Expenses (469)

Total Nonoperating Revenues (Expenses) (44,784) (43,989) (39,613) (43,328) (50,245) (50,900) (39,471) (43,291) (40,846) (38,264)

Special Settlement Charges from FDOT - Note 1 4,466

Special Gain on Escrow Liquidation - Note 2 4,388

Special Loss on Defeasance of 2003A Bonds - Note 3 248

Capital Contribution - Note 4 872

Changes in Net Assets $ 28,027 $ 33,399 $ 42,797 $ 49,415 $ 50,216 $ 61,034 $ 70,510 $ 76,033 $ 72,829 $81,885

Note 1: In fiscal year 2002, the FDOT applied a credit for indirect costs previously charged to the Authority from fiscal years 1996 to 2002 which reduced the long-term debt balance of the Lease-Purchase Agreement with the FDOT. Note 2: In fiscal year 2003, the Authority paid off Series 1990 defeased bonds with funds previously held in escrow, resulting in a $4,388,000 gain. Note 3: In fiscal year 2005, the Authority cash defeased the 2003A Series bonds, by placing cash from operations in an irrevocable trust to provide for all future debt service payments on the defeased bonds, resulting in a $247,803 loss. Note 4: In fiscal year 2006, the Authority received donated rights-of-way deemed necessary by the Authority for the Lake Nona Interchange, which were previously not owned by the Authority. The donation made by Lake Nona Property Holdings, LLC and Lake Nona Land Company, LLC to the Authority was valued at $871,565.

Orlando-Orange County Expressway Authority

$0

$50,000

$100,000

$150,000

$200,000

$250,000

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Orlando-Orange County Expressway AuthorityRevenues, Expenses and Changes in Net Assets

(In Thousands)

Total Operating Revenues Total Operating Expenses Total Nonoperating Expenses Changes in Net Assets

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C-2

Net Assets by ComponentJuly 1, 2000 through June 30, 2008Shown in Thousands ($000’s)

Orlando-Orange County Expressway Authority

Note: The Authority implemented the Governmental Accounting Standards Board (GASB) Statement 34 in fiscal year 2001.

2001 2002 2003 2004 2005 2006 2007 2008

Primary government

Invested in capital assets, net of related debt $ 318,434 $ 396,319 $ 365,309 $ 397,335 $ 458,846 $ 510,577 $ 612,138 $ 684,251

Restricted 10,035 9,427 10,507 22,326 21,807 17,640 11,907 8,041

Unrestricted 39,366 11,504 91,650 108,839 118,357 146,826 123,827 137,465

Total primary government net assets $ 367,835 $ 417,250 $ 467,466 $ 528,500 $ 599,010 $ 675,043 $ 747,872 $ 829,757

Prepared on Basis of GAAP

$0

$100,000

$200,000

$300,000

$400,000

$500,000

$600,000

$700,000

2001 2002 2003 2004 2005 2006 2007 2008

Net Assets by Component(In Thousands)

Invested in capital assets, net of related debt Restricted Unrestricted

Page 60: FinAnCiAl report

C-3

East - West Beachline GreeneWay Western Fiscal Expressway Expressway Expressway Expressway E-PASS Total Year SR 408 SR 528 SR 417 SR 429 Discount* Revenue

1999 $ 56,625 $ 24,502 $ 33,554 N/A ($2,256) $ 112,425

2000 62,305 27,606 38,212 N/A (2,573) 125,550

2001 66,301 29,216 41,259 $ 3,291 (3,204) 136,863

2002 69,756 28,711 42,642 5,104 (3,856) 142,357

2003 73,127 30,673 46,509 7,174 (4,174) 153,309

2004 78,682 34,084 51,696 9,189 (4,931) 168,720

2005 80,362 36,051 56,661 10,526 (5,889) 177,711

2006 85,113 38,458 62,598 13,549 (6,663) 193,055

2007 86,503 40,086 66,836 17,400 (7,350) 203,475

2008 86,093 40,167 68,491 19,049 (7,853) 205,947 * The E-PASS Discount is given to any electronic toll collection customer that uses their transponder on any OOCEA roadway more than 40 times in a calendar month.

Toll Revenue By Roadway July 1, 1998 through June 30, 2008

Orlando-Orange County Expressway Authority

By Roadway ($000’s)

Source: Orlando-Orange County Expressway Authority Statistical Report

0

$50,000

$100,000

$150,000

$200,000

$250,000

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008Fiscal Year

Western ExpresswayGreeneWay ExpresswayBeachline ExpresswayEast - West Expressway

Orlando-Orange County Expressway AuthorityToll Revenue by Roadway

($000's)

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C-4

East - West Beachline GreeneWay Western Fiscal Expressway Expressway Expressway Expressway Total Year SR 408 SR 528 SR 417 SR 429 Transactions

1999 88,176 27,251 50,945 N/A 166,372 2000 97,603 30,725 57,786 N/A 186,114 2001 104,350 32,374 62,343 3,458 202,525 2002 110,101 31,666 64,989 5,773 212,529 2003 116,024 33,726 71,334 9,416 230,500 2004 124,758 37,546 79,613 13,847 255,764 2005 127,714 39,745 87,212 16,457 271,128 2006 135,479 42,426 96,261 20,256 294,422 2007 138,327 44,450 102,504 24,411 309,692 2008 138,932 44,793 104,468 26,609 314,802

Source: Orlando-Orange County Expressway Authority Statistical Report

Toll Transactions By Roadway July 1, 1998 through June 30, 2008

By Roadway (000’s)

Orlando-Orange County Expressway Authority

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Western ExpresswayGreeneWay ExpresswayBeachline ExpresswayEast - West Expressway

Fiscal Year

Orlando-Orange County Expressway AuthorityToll Transactions by Roadway

(000's)

Page 62: FinAnCiAl report

C-5

Fiscal Conway Pine Beachline Curry Boggy John Forest E-PASS TotalYear Main

*Hills

**Dean Hiawassee Main Airport University Ford Creek Young Lake Independence Discount

***Revenue

1999 $ 27,321 $ 16,442 $ 6,407 $ 6,455 $ 11,437 $ 13,065 $ 8,647 $ 6,143 $ 8,716 $ 10,048 N/A N/A ($2,256) $ 112,4252000 29,286 17,814 7,816 7,389 12,856 14,750 9,660 7,070 9,903 11,579 N/A N/A (2,573) 125,5502001 30,396 18,715 8,948 8,242 13,695 15,521 10,298 7,681 10,594 12,686 $ 3,291 N/A (3,204) 136,8632002 31,337 19,476 9,821 9,122 13,716 14,995 11,026 8,137 10,810 12,669 5,104 N/A (3,856) 142,3572003 32,458 20,344 10,461 9,864 14,935 15,738 11,710 9,227 11,967 13,605 6,808 $ 366 (4,174) 153,3092004 34,654 21,817 11,409 10,802 16,232 17,852 13,435 10,531 13,107 14,623 8,113 1,076 (4,931) 168,7202005 34,969 22,453 11,717 11,223 16,658 19,393 14,306 11,656 14,720 15,979 9,119 1,407 (5,889) 177,7112006 36,910 23,573 12,828 11,802 17,544 20,914 15,381 13,155 16,635 17,427 10,737 2,812 (6,663) 193,0552007 37,049 23,470 13,310 12,675 18,239 21,847 15,951 14,013 18,201 18,670 11,811 5,589 (7,350) 203,4752008 36,103 24,015 12,961 13,014 18,023 22,143 15,683 13,896 19,169 19,743 11,903 7,147 (7,853) 205,947

Toll Revenue by Plaza July 1, 1998 through June 30, 2008

* The Holland East Plaza was renamed the Conway Main Plaza on May 10, 2008.

** The Holland West Plaza was relocated and renamed the Pine Hills Plaza on November 10, 2006. *** The E-PASS Discount is given to any electronic toll collection customer that uses their transponder on any OOCEA roadway more than 40 times in a calendar month.

Source: Orlando-Orange County Expressway Authority Statistical Report

Orlando-Orange County Expressway Authority

By Plaza ($000’s)

0

$50,000

$100,000

$150,000

$200,000

$250,000

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

IndependenceForest LakeJohn YoungBoggy CreekCurry FordUniversityAirportBeachline MainHiawasseeDeanPine Hills**Conway Main*

Orlando-Orange County Expressway AuthorityToll Revenue by Plaza

($000’s)

Fiscal Year

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C-6

Fiscal Conway Pine Beachline Boggy John Forest TotalYear Main

*Hills

**Dean Hiawassee Main Airport University Curry Ford Creek Young Lake Independence Transactions

1999 38,224 22,495 13,764 13,693 10,573 16,678 18,703 11,743 8,867 11,632 N/A N/A 166,372 2000 40,957 24,436 16,733 15,477 11,871 18,854 20,806 13,562 10,060 13,358 N/A N/A 186,114 2001 42,463 25,690 19,074 17,123 12,558 19,816 22,233 14,842 10,799 14,469 3,458 N/A 202,525 2002 43,757 26,731 20,902 18,711 12,635 19,031 23,697 15,739 11,030 14,523 5,773 N/A 212,529 2003 45,481 27,981 22,379 20,183 13,735 19,991 25,420 17,879 12,325 15,710 7,950 1,466 230,500 2004 48,493 29,917 24,330 22,018 14,916 22,630 28,584 20,435 13,526 17,068 9,542 4,305 255,764 2005 49,050 30,755 25,209 22,700 15,143 24,602 30,197 22,915 15,190 18,910 10,827 5,630 271,128 2006 51,790 32,208 27,320 24,161 15,934 26,492 32,385 25,716 17,324 20,836 12,823 7,433 294,422

2007 51,899 32,494 28,204 25,729 16,682 27,769 33,534 27,507 19,113 22,350 14,088 10,323 309,692 2008 50,706 33,670 27,371 27,184 16,593 28,201 33,002 27,557 20,298 23,611 14,232 12,377 314,802

Toll Transactions by Plaza July 1, 1998 through June 30, 2008

* The Holland East Plaza was renamed the Conway Main Plaza on May 10, 2008. ** The Holland West Plaza was relocated and renamed the Pine Hills Plaza on November 10, 2006. Source: Orlando-Orange County Expressway Authority Statistical Report

Orlando-Orange County Expressway Authority

By Plaza (000’s)

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Fiscal Year

Orlando-Orange County Expressway AuthorityToll Transactions by Plaza

(000’s)

IndependenceForest LakeJohn YoungBoggy CreekCurry FordUniversityAirportBeachline MainHiawasseeDeanPine Hills**Conway Main*

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Fiscal ETC Total % ETCYear Revenue Revenue Revenue

1999 $ 36,839 $ 112,425 32.77%

2000 44,995 125,550 35.84%

2001 52,193 136,863 38.14%

2002 63,246 142,357 44.43%

2003 73,119 153,309 47.69%

2004 89,367 168,720 52.97%

2005 99,799 177,711 56.16%

2006 115,624 193,055 59.89%

2007 130,605 203,475 64.19%

2008 137,961 205,947 66.99%

Breakdown of Toll RevenueJuly 1, 1998 through June 30, 2008Shown in Thousands ($000’s)

Source: Orlando-Orange County Expressway Authority Statistical Report

Orlando-Orange County Expressway Authority

0

$50,000

$100,000

$150,000

$200,000

$250,000

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Fiscal Year

ETC Revenue

Total Revenue

Orlando-Orange County Expressway AuthorityToll Revenue

($000's)

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C-8

Fiscal ETC Total % ETCYear Transactions Transactions Transactions

1999 57,519 166,372 34.57%

2000 70,072 186,114 37.65%

2001 81,085 202,525 40.04%

2002 98,310 212,529 46.26%

2003 120,098 230,500 52.10%

2004 140,923 255,764 55.10%

2005 157,641 271,128 58.14%

2006 181,630 294,422 61.69%

2007 203,957 309,692 65.86%

2008 215,876 314,802 68.58%

Breakdown of Toll TransactionsJuly 1, 1998 through June 30, 2008Shown in Thousands (000’s)

Source: Orlando-Orange County Expressway Authority Statistical Report

Orlando-Orange County Expressway Authority

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Fiscal Year

ETC Transactions

Total Transactions

Orlando-Orange County Expressway AuthorityToll Transactions

(000's)

Page 66: FinAnCiAl report

C-9

Roadway 2 Axles (B) 3 Axles 4 Axles 5 Axles 6 Axles

SR 528Airport Plaza $ 0.75 $ 1.25 $ 1.50 $ 2.00 $ 2.00 Beachline Main Plaza (C) $ 1.00 $ 2.00 $ 2.50 $ 3.00 $ 3.00 International Corporate Park (D) $ 0.75 $ 0.75 $ 0.75 $ 0.75 $ 0.75

SR 408Good Homes Road (E) $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 Hiawassee Main Plaza $ 0.50 $ 1.25 $ 1.50 $ 2.00 $ 2.00 Hiawassee Road $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 Pine Hills Main Plaza (F) $ 0.75 $ 1.25 $ 1.50 $ 2.00 $ 2.00 Old Winter Garden Road (F) $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 John Young Parkway (SR 423) $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Orange Blossom Trail $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Mills Avenue $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Bumby Avenue $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Conway Road $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Andes/Semoran Blvd (G) $ 0.75 $ 0.75 $ 0.75 $ 0.75 $ 0.75 Conway Main Plaza (H) $ 0.75 $ 1.25 $ 1.50 $ 2.00 $ 2.00 Semoran Boulevard (SR 436) $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Dean Road $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 Dean Main Plaza $ 0.50 $ 1.25 $ 1.50 $ 2.00 $ 2.00 Rouse Road $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25

SR 417John Young Main Plaza $ 1.00 $ 1.50 $ 2.00 $ 2.50 $ 2.50 John Young Parkway (SR 423) $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Orange Blossom Trail $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Landstar Boulevard $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 Boggy Creek Main Plaza $ 1.00 $ 1.50 $ 2.00 $ 2.50 $ 2.50 Boggy Creek Road $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Lake Nona Boulevard (I) $ 0.75 $ 0.75 $ 0.75 $ 0.75 $ 0.75 Narcoossee Road $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Lee Vista Boulevard (J) $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 Curry Ford Main Plaza $ 0.50 $ 1.25 $ 1.50 $ 2.00 $ 2.00 Curry Ford Road (SR 552) $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 Valencia College Lane $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 Colonial Drive (SR 50) $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 University Main Plaza $ 0.50 $ 1.25 $ 1.50 $ 2.00 $ 2.00 University Boulevard $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25

SR 429New Independence Parkway (K) $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Independence Mainline Plaza (K) $ 1.00 $ 1.50 $ 2.00 $ 2.50 $ 2.50 CR 535 (L) $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 SR 438 (M) $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 West Road (M) $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Forest Lake Main Plaza (M) $ 1.00 $ 1.50 $ 2.00 $ 2.50 $ 2.50

Goldenrod ExtensionGoldenrod Mainline Plaza $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50

Schedule of Toll RatesJuly 1, 1998 through June 30, 2008

Orlando-Orange County Expressway Authority

Toll Schedule

Source: Orlando-Orange County Expressway Authority Website Toll Rate Schedule Notes: (A) TherehasbeennochangeintollratessinceFY1993. (B) Includesmotorcycles. (C) ThetolllistedinthetableiswhatiscollectedbytheAuthority.Thecustomeratthetollplazapaysanadditional$0.25peraxle(foreachaxle

abovethefirst)morethanthetolllistedinthetable,whichisallocatedtotheFDOTand,therefore,isnotincludedinthetable.(D) ThetolllistedinthetableiswhatiscollectedbytheAuthority.Thecustomeratthetollplazapays$0.25morethanthetolllistedinthetableforall vehicleclassifications,whichisallocatedtotheFDOTand,therefore,isnotincludedinthetable.(E) GoodHomesRoadopenedFY2007.(F) FormerlyHollandWestMainPlaza,wasrelocatedtonewlocationinFY2007.NewRampalsoopenedatsametime. (G) Andes/SemoranBlvdopenedFY2008. (H)FormerlyHollandEastMainPlaza,wasrelocatedtonewlocationinFY2008. (I) LakeNonaBoulevardopenedFY2008.(J) LeeVistaBoulevardopenedFY2001. (K) IndependenceMainlinePlaza&NewIndependenceParkwayopenedFY2006. (L) Interchangerampsto/fromCR535openedFY2003. (M)ForestLakeMainPlazaandassociatedrampsopenedFY2001. (N)TheOOCEABoardhastheauthoritytosetalltollrates.Therearenofurtherlegalrequirementstoraisetollrates. C-9

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C-10

Fiscal Year Revenue Before E-PASS Discount

Transactions Average Toll Rate

1999 $ 114,681 166,372 $ 0.69

2000 128,123 186,114 0.69

2001 140,067 202,525 0.69

2002 146,213 212,529 0.69

2003 157,483 230,500 0.68

2004 173,651 255,764 0.68

2005 183,600 271,128 0.68

2006 199,718 294,422 0.68

2007 210,825 309,692 0.68

2008 213,800 314,802 0.68

Average Toll RateJuly 1, 1998 through June 30, 2008Shown in Thousands ($000’s)

Orlando-Orange County Expressway Authority

Page 68: FinAnCiAl report

C-11

Fiscal Year

Gross Revenues

Interest Revenue

Operations, Maintenance

& Administration

Expense

Less Advances from FDOT

for Operations and

Maintenance

Plus Deposits into Operations, Maintenance & Administration

Reserve

Net Operations, Maintenance

& Administration

Expense

Net Revenues Available

for Debt Service

Net Revenues Available for Debt Service

Including County Gas Tax Pledge

Total Debt Service

Ratio of Net

Revenues

Ratio of Pledged

Revenues*

1999 $ 112,953 $ 3,396 $ 28,296 $ (9,680) $ 209 $ 18,825 $ 97,524 $ 104,511 $ 61,717 1.58 1.69 a

2000 125,650 3,858 30,832 (10,728) 215 20,319 109,189 116,569 60,448 1.81 1.93 a

2001 137,162 4,485 40,746 (10,788) 1,379 31,337 110,310 118,885 56,722 1.94 2.10 a

2002 145,363 3,579 39,443 (8,980) - 30,463 118,479 126,428 68,504 1.73 1.85 a

2003 155,608 3,018 40,027 (8,982) - 31,045 127,581 135,563 68,964 1.85 1.97 b

2004 170,503 10,465 45,620 (8,936) 281 36,965 144,003 152,206 83,290 1.73 1.83 c

2005 179,501 10,896 46,211 (10,015) 817 37,013 153,384 162,148 92,280 1.66 1.76 d

2006 195,400 21,526 51,507 (9,844) 487 42,150 174,776 183,576 98,994 1.77 1.85 d

2007 206,680 23,022 52,206 (9,871) 574 42,909 186,793 195,533 100,462 1.86 1.95 e

2008 209,046 25,191 55,635 (8,812) - 46,823 187,414 196,154 121,664 1.54 1.61 f

Notes:a: Includes Series 1990, 1993, 1993A and 1998b: Includes Series 1990, 1993, 1993A, 1998, 2003A, 2003B, 2003C and 2003Dc: Includes Series 1990, 1998, 2003A, 2003B, 2003C and 2003Dd: Includes Series 1990, 1998, 2003A, 2003B, 2003C, 2003D, 2005A, 2005B, 2005C, 2005D and 2005Ee: Includes Series 1990, 1998, 2003A, 2003B, 2003C, 2003D, 2005A, 2005B, 2005C, 2005D, 2005E and 2007Af: Includes Series 1990, 1998, 2003A, 2003B, 2003C, 2003D, 2005A, 2005B, 2005C, 2005D, 2005E, 2007A and 2008B

* The above calculations apply to the 1990 and 1998 Series bonds, which are covered by revenues for Orange County’s gas tax pledge. The 2003, 2005, 2007 and 2008 Series bonds are not covered by this pledge.Note 1: Gross revenues does not include investment income or any costs of Goldenrod Road.Note 2: Revenues and expenses are presented on this schedule in accordance with accounting principles generally accepted in the United States of America. Certain amounts included on the Statement of Revenues, Expenses and Changes in Net Assets are not part of net revenues, as defined, and are therefore excluded from this schedule.

Revenue Bond CoverageJuly 1, 1998 through June 30, 2008Shown in Thousands ($000’s)

Orlando-Orange County Expressway Authority

$0

$50,000

$100,000

$150,000

$200,000

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Revenue Bond CoverageNet Revenue and Debt Service Cost

($000’s)

Net Revenues Available for Debt Service Total Debt Service

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State Toll FacilitiesFiscal Infrastructure Revolving Trust Total Toll Debt Per

Year Revenue Bonds Bank Loan Fund Loan Total Debt Amount Transactions* Transaction

1999 $ 958,642 0 $ 9,404 $ 968,046 166,372 $ 5.82

2000 945,596 0 6,386 951,982 186,114 5.12

2001 935,686 0 6,386 942,072 202,525 4.65

2002 923,922 0 6,386 930,308 212,529 4.38

2003 1,297,265 0 6,386 1,303,651 230,500 5.66

2004 1,293,993 0 5,706 1,299,699 255,764 5.08

2005 1,763,633 0 4,641 1,768,274 271,128 6.52

2006 1,745,539 $ 13,110 3,577 1,762,226 294,422 5.99

2007 2,164,954 20,594 2,513 2,188,061 309,692 7.07

2008 2,133,728 27,728 1,449 2,162,905 314,802 6.87

Ratio of Outstanding Debt by TypeJuly 1, 1998 through June 30, 2008Shown in Thousands ($000’s)

Orlando-Orange County Expressway Authority

* Source: Orlando-Orange County Expressway Authority Statistical Report

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

$7.00

$8.00

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Orlando-Orange County Expressway AuthorityDebt Per Toll Transaction

Debt Per Transaction

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Orlando-Kissimmee MSA Employment by Industry SectorCalendar Year 1998 through 2007Number of Employees in Thousands (000’s)

Sector 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007

Manufacturing 52.2 52.4 51.6 48.6 44.9 42.7 43.6 44.6 43.9 43.2

Construction 49.6 53.0 55.1 55.2 56.3 60.9 69.2 79.5 86.7 80.3

Transportation 28.4 29.1 29.5 29.6 27.3 25.9 26.2 28.0 29.7 32.2

Finance 50.8 53.3 54.5 54.2 54.8 57.4 59.5 63.7 66.3 67.7

Government 86.8 89.0 91.8 95.6 100.6 103.7 106.6 110.5 114.5 117.9

Retail 136.9 143.3 150.2 148.6 144.4 147.4 155.4 164.8 168.8 170.6

Service 435.2 458.3 479.1 484.1 480.1 491.1 518.1 544.8 567.5 587.4

Total 839.9 878.4 911.8 915.9 908.4 929.1 978.6 1,035.9 1,077.4 1,099.3

Source: Florida Research and Economic Database (www.fred.labormarketinfo.com)

Annual current employment statistics data for Orlando-Kissimmee MSA, not seasonally adjusted.

Orlando-Orange County Expressway Authority

3%

6%

11%

16%

53%

7%

4%

6%

3%

6%

10%

16%

53%

6%

Manufacturing Construction Transportation Finance Government Retail Service

2007Employees by Percentage

1998Employees by Percentage

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Orlando MSA Population (by Age Group)Calendar Year 1998 through 2007

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007Age Range Population Population Population Population Population Population Population Population Population Population

0-4 103,162 104,237 107,150 114,911 119,006 123,813 128,466 133,756 136,683 142,698

5-9 111,068 112,167 116,939 120,591 121,448 122,412 124,306 131,513 129,007 130,800

10-14 109,122 113,126 117,169 124,149 127,591 131,028 133,423 131,196 128,399 132,756

15-19 103,127 106,451 111,485 114,988 117,620 121,147 126,258 127,521 134,537 135,854

20-24 98,087 100,499 111,922 118,348 121,634 123,866 126,629 126,681 132,697 133,148

25-29 103,865 103,166 120,183 119,249 121,238 124,052 128,726 131,831 143,274 147,207

30-34 113,349 109,659 127,553 131,280 134,134 135,557 137,372 133,903 140,434 141,862

35-39 127,536 128,640 141,561 140,691 140,247 138,869 139,205 142,553 153,830 150,947

40-44 122,386 126,765 133,678 139,626 143,082 146,444 151,273 153,795 153,656 154,241

45-49 100,613 104,843 114,224 119,873 126,300 132,153 138,482 144,599 149,768 152,226

50-54 83,759 88,408 99,507 106,784 108,439 112,146 117,711 122,096 127,951 134,373

55-59 67,454 71,122 76,250 80,310 88,860 94,144 101,253 110,830 118,538 117,973

60-64 56,260 58,767 62,816 65,854 69,414 74,428 79,960 83,316 86,951 97,438

65-69 58,751 58,482 58,580 60,109 62,331 65,209 67,951 70,398 71,413 75,439

70-74 52,963 53,714 53,569 54,981 55,869 56,620 57,594 60,312 59,892 61,410

75-79 41,540 42,923 43,538 44,369 45,221 46,255 46,837 46,722 51,551 51,658

80-84 26,862 27,866 27,138 28,873 29,719 30,833 32,184 33,676 37,050 38,779

85+ 22,933 24,169 21,299 22,108 22,741 23,329 24,077 21,480 29,444 33,687

Total 1,502,837 1,535,004 1,644,561 1,707,094 1,754,894 1,802,305 1,861,707 1,906,178 1,985,075 2,032,496

Orlando-Orange County Expressway Authority

Source: U.S. Census Bureau (www.census.gov) Orlando MSA includes Lake, Orange, Osceola and Seminole Counties Year 2000 population is from the 2000 Census (April 2000); all other population estimates are for July of the respective year.

0-14 15-24 25-34 35-44 45-54 55-64 65-74 75+

1998Orlando MSA Population by Percentage

2007Orlando MSA Population by Percentage

22%

13%

15%

17%

12%

8%

7%

6%

20%

13%

14%15%

11%

14%

7%

6%

Page 72: FinAnCiAl report

C-15

Employer Type of BusinessNumber of Employees Rank

Percentage of Total MSA Employment

Number of Employees Rank

Percentage of Total MSA Employment

Walt Disney World Entertainment 62,000 1 5.64% 55,000 1 6.51%

Orange County Public Schools Government 26,000 2 2.37% 25,000 2 2.96%

Florida Hospital Healthcare 16,002 3 1.46% 12,808 3 1.52%

Publix Super Markets, Inc. Service 15,606 4 1.42% 9,891 5 1.17%

Universal Orlando Entertainment 13,000 5 1.18% 12,000 4 1.42%

Orlando Regional Healthcare Healthcare 10,000 6 0.91% 8,200 6 0.97%

Seminole County Public Schools Government 9,984 7 0.91% 6,700 7 0.79%

University of Central Florida Education 9,537 8 0.87% 5,690 9 0.67%

Orange County Government Government 7,426 9 0.68% 5,311 10 0.63%

Lockheed Martin Corporation Service 7,200 10 0.66%

Osceola County Public Schools Government 6,465 11 0.59%

Marriott International, Inc. Service 6,312 12 0.57%

Winn Dixie Super Markets, Inc. Service 6,173 8 0.73%

AT&T Communications 3,928 11 0.46%

Columbia/HCA Healthcare Healthcare 2,565 12 0.30%

Other Employers Various 909,168 82.75% 691,734 81.86%

Total 1,098,700 100.00% 845,000 100.00%

Orlando MSA Principal EmployersCurrent Period and Nine Years Ago

Source: (1) Metro Orlando Economic Development Commission and OrlandoBusinessJournalBookofLists2008

(2) Economic Development Commission of Mid-Florida, Inc.

Note: Orlando MSA includes Lake, Orange, Osceola and Seminole Counties

2008 (1) 1999 (2)

Orlando-Orange County Expressway Authority

Fiscal YearPersonal Income

(in thousands)Per Capita

Personal IncomeUnemployment

Rate

1999 $ 41,200,099 $ 24,720 2.8%2000 44,750,765 25,939 3.1%2001 46,349,620 26,201 4.2%2002 48,319,140 26,490 5.6%2003 51,110,355 27,250 5.1%2004 56,013,523 28,833 4.4%2005 61,756,568 30,445 3.6%2006 66,129,379 31,719 3.2%2007 N/A N/A 3.8%2008 N/A N/A N/A

Demographic and Economic Statistics Fiscal Year 1999 through 2008

Source: Florida Research and Economic Database

Notes:

a: Statistical information is for Orlando-Kissimmee MSA which includes Lake, Orange, Osceola and Seminole Counties

b: N/A = Statistical information is not available.

Page 73: FinAnCiAl report

C-16

Employer Type of BusinessNumber of Employees Rank

Percentage of Total MSA Employment

Number of Employees Rank

Percentage of Total MSA Employment

Walt Disney World Entertainment 62,000 1 5.64% 55,000 1 6.51%

Orange County Public Schools Government 26,000 2 2.37% 25,000 2 2.96%

Florida Hospital Healthcare 16,002 3 1.46% 12,808 3 1.52%

Publix Super Markets, Inc. Service 15,606 4 1.42% 9,891 5 1.17%

Universal Orlando Entertainment 13,000 5 1.18% 12,000 4 1.42%

Orlando Regional Healthcare Healthcare 10,000 6 0.91% 8,200 6 0.97%

Seminole County Public Schools Government 9,984 7 0.91% 6,700 7 0.79%

University of Central Florida Education 9,537 8 0.87% 5,690 9 0.67%

Orange County Government Government 7,426 9 0.68% 5,311 10 0.63%

Lockheed Martin Corporation Service 7,200 10 0.66%

Osceola County Public Schools Government 6,465 11 0.59%

Marriott International, Inc. Service 6,312 12 0.57%

Winn Dixie Super Markets, Inc. Service 6,173 8 0.73%

AT&T Communications 3,928 11 0.46%

Columbia/HCA Healthcare Healthcare 2,565 12 0.30%

Other Employers Various 909,168 82.75% 691,734 81.86%

Total 1,098,700 100.00% 845,000 100.00%

Contribution to Infrastucture Assets Fiscal Year 1999 through 2008In Thousands ($000’s)

This chart represents the investment the Authority has made to infrastructure assets for the last 10 years

Fiscal Year Beginning Balance Contributions Disposals Depreciation Ending Balance

1999 $ 1,041,355 $ 84,488 $ 0 $ (5,121) $ 1,120,722

2000 1,120,722 87,665 0 (6,148) 1,202,239

2001 1,202,239 83,670 (378) (6,498) 1,279,033

2002 1,279,033 102,904 (4,892) (7,235) 1,369,810

2003 1,369,810 94,663 (20,098) (7,953) 1,436,422

2004 1,436,422 117,856 (275) (7,882) 1,546,121

2005 1,546,121 249,145 (1,102) (7,535) 1,786,629

2006 1,786,629 259,381 (1,968) (8,209) 2,035,833

2007 2,035,833 372,931 (1,232) (10,106) 2,397,426

2008 2,397,426 347,285 (8,883) (12,330) 2,723,498

Total $ 1,799,988 $ (38,828) $ (79,017)

Orlando-Orange County Expressway Authority

$0

$50,000

$100,000

$150,000

$200,000

$250,000

$300,000

$350,000

$400,000

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Fiscal Year

Investment in Infrastructure by Year

In T

hou

san

ds

Contributions

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C-17

Existing Authority Components/Roadways (Mainline Miles)

2000 2001 2002 2003 2004 2005 2006 2007 2008

SR 408 22 22 22 22 22 22 22 22 22

SR 528 23 23 23 23 23 23 23 23 23

SR 417 33 33 33 33 33 33 33 33 33

SR 429** - 11 11 14 14 14 22 22 22

Facilities

Centerline Miles 79 90 90 92 92 92 100 100 100

Mainline Toll Plazas 10 11 11 11 11 11 12 12 12

Ramp Toll Plazas 38 42 42 46 46 46 47 53 53

Interchanges 39 44 44 46 47 47 52 53 53

Total Toll Lanes 185 203 203 203 207 211 237 249 249

Bridges, Structures& Appurtenances

221 227 227 238 238 238 256 256 256

Roadway and Facility StatisticsJune 30, 2000 through June 30, 2008

Orlando-Orange County Expressway Authority

* FY 2000 is the first year this data was available in this detail.** SR 429 opened in July 2000.

Source: Orlando-Orange County Expressway Authority Engineer’s Annual Inspection Report

Page 75: FinAnCiAl report

C-18

E-PASS Accounts and TranspondersJune 30, 1999 through June 30, 2008

FiscalYear E-PASS Accounts E-PASS Transponders

1999 116,375 203,626

2000 136,567 235,295

2001 163,792 270,818

2002 210,096 334,292

2003 233,000 370,790

2004 275,190 435,637

2005 283,782 449,752

2006 288,852 466,462

2007 289,351 478,477

2008* 307,188 507,816

* FY 2008 includes 13,286 O-PASS accounts and 20,060 O-PASS transponders that the Orlando-Orange County Expressway Authority took over the

administration of on April 4, 2008.

Source: Orlando-Orange County Expressway Authority Toll Collection Database

Orlando-Orange County Expressway Authority

0

100,000

200,000

300,000

400,000

500,000

600,000

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008*

E-PASS Accounts

E-PASS Transponders

Orlando-Orange County Expressway AuthorityE-PASS Accounts and Transponders

Fiscal Year

Page 76: FinAnCiAl report

C-19

County Accounts

Orange 157,325 Seminole 44,952

Brevard 26,127 Osceola 20,038

Lake 17,194 Other 41,552

Total 307,188

Source: Orlando-Orange County Expressway Authority Toll Collection Database

Orlando-Orange County Expressway Authority

Orange Seminole Brevard Osceola Lake Other

Percentage of E-PASS Accounts by County

50%

14%

7%

9%

6%

14%

Distribution of E-PASS Accounts by CountyAs of June 30, 2008

Page 77: FinAnCiAl report

C-20

2001* 2002 2003 2004 2005 2006 2007 2008Operations:

Headquarters 2 3 3 3 2 3 3 3Information Technology 5 5 5 7 8 11 11 13E-PASS Service Center 4 3 3 3 1 0 0 0Violation Enforcement 2 2 2 2 1 0 0 0

Maintenance:

Maintenance Administration 1 2 2 2 2 1 1 2Expressway Ops 1 1 1 1 1 1 1 1

Administration:

Executive 8 9 9 9 9 7.5 6.5 4Legal (E) 0 0 0 0 0 0 1 2Accounting 5 5 5 6 6 10 9 12Purchasing/Contracts (A) 4 4 3 3 3 4 4 5Revenue Analysis (B) 3 3 3 3 3 0 0 0Human Resources (C) 1 1 1 1 0.6 0.8 0.8 1Business Development (C) 0 0 0 0 0.4 1.2 1.2 1Marketing 2 2 2 2 2 2 2 4Construction Administration (D) 0 0 0 0 0 1.5 1.5 2Internal Audit (F) 0 0 0 0 0 0 0 1Plans Production (G) 0 0 0 0 0 0 0 1

Total Employees 38 40 39 42 39 43 42 52

Number of Employees by Identifiable ActivityLast Eight Fiscal Years

Orlando-Orange County Expressway Authority

*FY 2001 is the first year data is available.

(A) Purchasing&ContractswasestablishedasaseparatedepartmentinFY2005.ItwaspreviouslybudgetedwithAccounting.

(B) RevenueAnalysiswasconsolidatedintotheAccountingdepartment'sbudgetinFY2006.

(C) HumanResources&BusinessDevelopmentwereestablishedasseparatedepartmentsinFY2005.Previouslytheywerebudgetedtogether.

(D) ConstructionAdministrationwasestablishedinFY2006.ItwaspreviouslybudgetedwithExecutive.

(E) LegalwasestablishedinFY2007.

(F) InternalAuditwasestablishedinFY2008.

(G) PlansProductionwasestablishedinFY2008.

Source: Orlando-Orange County Expressway Authority Payroll Registers

Full-time-Equivalent Employees as of June 30,

Page 78: FinAnCiAl report

OTHER REPORTS (D)

Page 79: FinAnCiAl report

D-1

Independent Auditors’ Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit Performed in Accordance with Government Auditing Standards

To the Members of theOrlando-Orange County Expressway Authority:

We have audited the financial statements of the Orlando-Orange County Expressway Authority (the Authority), as of and for the year ended June 30, 2008, and have issued our report thereon dated October 3, 2008. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States of America.

Internal Control over Financial Reporting

In planning and performing our audit, we considered the Authority’s internal control over financial reporting as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Authority’s internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Authority’s internal control over financial reporting.

A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the Authority’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the Authority’s financial statements that is more than inconsequential will not be prevented or detected by the Authority’s internal control.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected by the Authority’s internal control.

Our consideration of internal control over financial reporting was for the limited purpose described in the first paragraph of this section and would not necessarily identify all deficiencies in internal control that might be significant deficiencies or material weaknesses. We did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses, as defined above.

Compliance and other matters

As part of obtaining reasonable assurance about whether the Authority’s financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported herein under Government Auditing Standards.

Page 80: FinAnCiAl report

D-2

We noted certain matters that we have reported to management of the Authority in a separate letter dated October 3, 2008.

This report is intended solely for the information and use of the Audit Committee, Authority members, management, and federal and state awarding agencies and pass-through entities and is not intended to be and should not be used by anyone other than these specified parties.

Orlando, FloridaOctober 3, 2008

Page 81: FinAnCiAl report

D-3

Independent Auditors’ Report on Compliance with Bond Covenants

To the Members of theOrlando-Orange County Expressway Authority:

We have audited the financial statements of the Orlando-Orange County Expressway Authority (the Authority), as of and for the year ended June 30, 2008, and have issued our report thereon dated October 3, 2008.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America and standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

In connection with our audit, nothing came to our attention that caused us to believe that the Authority failed to comply with the terms, covenants, provisions, or conditions of Sections 5.2, 5.5 to 5.7, 5.9, 5.10, 5.12, and 5.17, inclusive, of the Amended and Restated Master Bond Resolution dated February 3, 2003, insofar as they relate to accounting matters. However, our audit was not directed primarily toward obtaining knowledge of such noncompliance.

This report is intended solely for the information and use of the Authority members, management, and the bondholders and is not intended to be and should not be used by anyone other than these specified parties.

Orlando, FloridaOctober 3, 2008

Page 82: FinAnCiAl report

4974 ORL Tower Road, Orlando, Florida 32807 | 407.690.5000 | ExpresswayAuthority.com

OrlandO-Orange COunty expressway authOrity


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