Measurements of acoustic ray travel-times in the ocean provide synoptic integrals of the ocean state between source and receiver. It is known that the ray travel-time is sensitive to variations in the ocean at the transmission time, but the sensitivity of the travel-time to spatial variations in the ocean prior to the acoustic transmission have not been quantified. This study examines the sensitivity of ray travel-time to the temporally and spatially evolving ocean state in the Philippine Sea using the adjoint of a numerical model. A one year series of five day backward integrations of the adjoint model quantify the sensitivity of travel-times to varying dynamics that can alter the travel-time of a 611 km ray by 200 ms. The early evolution of the sensitivities reveals high-mode internal waves that dissipate quickly, leaving the lowest three modes, providing a connection to variations in the internal tide generation prior to the sample time. They are also strongly sensitive to advective effects that alter density along the ray path. These sensitivities reveal how travel-time measurements are affected by both nearby and distant waters. Temporal nonlinearity of the sensitivities suggests that prior knowledge of the ocean state is necessary to exploit the travel-time observations.