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A RIS- ING TIDE Bristol Bay Native Corporation Annual Report Two-Thousand and Fifteen

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Page 1: Download BBNC Annual Report 2015

A RIS- ING TIDE

Bristol Bay Native Corporation Annual Report

Two-Thousand and Fifteen

Page 2: Download BBNC Annual Report 2015

FY TWO- THOUSAND AND FIFTEEN AT A GLANCE

"Corporate Marketer of the Year" BBNC RECEIVED THE AMERICAN MARKETING ASSOCIATION’S ALASKA CHAPTER’S

“CORPORATE MARKETER OF THE YEAR” PRISM AWARD FOR THE 3RD YEAR IN A ROW

Ranked #2 BY ALASKA BUSINESS MONTHLY ON THEIR TOP 49ER LIST

Over $160 million DIVIDENDS DISTRIBUTED BY BBNC TO SHAREHOLDERS SINCE INCEPTION

BBDF CREATION OF BRISTOL BAY DEVELOPMENT FUND

3 Years BBNC SUBSIDIARY KAKIVIK COMPLETED 3-YEARS OF BEING INCIDENT FREE

Get Out the Native Vote EffortEVERY BRISTOL BAY VILLAGE HAD AN INCREASE IN VOTER TURNOUT AT THE GENERAL ELECTION—WITH IGIUGIG HAVING NEARLY 100% VOTER TURNOUT

Scholarships Awarded by the Education Foundation

157 HIGHER EDUCATION/

VOCATIONAL EDUCATION SCHOLARSHIPS,

TOTALING $468,000

72 SHORT-TERM

VOCATIONAL EDUCATION SCHOLARSHIPS,

TOTALING $34,207ADESCO, LLC BRISTOL BAY DEVELOPMENT FUND'S FIRST INVESTMENT IN A BRISTOL BAY-BASED BUSINESS

TOTALING

$502,607

229total

Page 3: Download BBNC Annual Report 2015

BBNC Annual Report Two-Thousand and Fifteen | A Rising Tide3

Often attributed to President John F. Kennedy, the saying implies that improvements within a community are a benefit to everyone who is part of that community. As we began to reflect back on FY15, this adage came to mind quite often. It seemed to embody Bristol Bay Native Corporation’s commitment to the economic and cultural wellbeing of every shareholder, and it reflects the truism that if we provide new opportunities here at home and throughout the BBNC family of companies, each of us is stronger.

This has been a guiding principle for us over the past year. One of the ways we help

strengthen the Bristol Bay community is through unique partnerships—both those that

BBNC creates with individuals and other organizations, and those we make possible

through initiatives like our shareholder development efforts and partnering with programs

like Get Out the Native Vote. Partnerships took center stage this year as part of our effort to

“lift every boat,” and this year’s annual report is a celebration of the cooperation, ingenuity,

and successes those partnerships bring about.

Some of this year’s standout partnerships have been with Bristol Bay village corporations.

BBNC has been navigating the world of government contracting since the 1990s, and in

those years we’ve learned a thing or two. First and foremost, it’s a complicated landscape.

Smaller companies, who often lack the staffing, resources, patience, and proper context,

can run into challenges when trying to procure these contracts. This causes some to lose

hope quickly. That’s why BBNC partners with village corporations—through agreements

and joint ventures, or by simply serving as a mentor and resource—to help guide them

through what can be an intense process. This gives smaller businesses, especially those

village corporations that have just received 8(a) certification, a real shot at landing these

coveted government contracts. Keep in mind, this is work some of these businesses may not

have otherwise been able to get. And once our village corporations do land these contracts,

BBNC stands beside them to make sure they perform and have what they need to succeed.

Another exceptional partnership from FY15 is the relationship BBNC has formed with

the administration of Governor Walker, which gives us a much stronger voice in Juneau.

The partnership gained momentum after last year’s election, when two members of our

senior leadership and a member of our board were invited to join Walker’s transition team.

Since then, we’ve spent time in the state capitol helping both the Governor and the state

legislature better understand what the Bristol Bay region is all about and what’s most

important to our shareholders and region. And, like any partnership, it’s been a two-way

street. We’ve gained a much clearer understanding of policy and the political process, and

have learned about the governor’s priorities statewide. We’ll continue to make sure BBNC

has a seat at the table when it comes to important and sometimes difficult decisions the

Walker administration will make about the future of Alaska. We’ll continue to press for

diversification in the state economy so all of Alaska can remain vital. An exciting side note

about our relationship with Governor Walker: in his first State of the State speech, the

governor borrowed our “Fish First” approach as an illustration of how he intends to run

things throughout Alaska.

Of course partnership comes in many forms. An example: over the last year, BBNC has

increased our investments in commercial real estate holdings. And how does this relate to

partnership? BBNC is developing and redeveloping commercial real estate in the Anchorage

market that we can then make available to our subsidiaries and even to other Native

corporations and their subsidiaries. BBNC is a minority owner of a midtown building that

now houses three of our own subsidiaries—CCI Industrial Services,

Kakivik Asset Management, and Peak Oilfield Service Company.

These real estate partnerships help guarantee success by providing

our subsidiaries and other Native corporations the space they need to

conduct necessary business in the heart of Anchorage.

In the pages that follow, you’ll read even more about partnership

as a means to lift us all. You’ll get a glimpse into the Bristol Bay

Development Fund, the first—and to date, only—Alaska Native

owned private equity fund. We’ll cover the unique role BBDF fulfills

in the region and introduce you to the Fund’s first investment. We’ll

also take you behind the scenes of some of our recent shareholder

development efforts and introduce you to a handful of shareholders

who have benefitted from the strides we’re making to help

shareholders, descendants, and spouses achieve their career goals.

You’ll learn about an exciting and unique collaboration between our

subsidiary MedPro and Three Star Enterprises, a Bristol Bay village

corporation subsidiary. This partnership is a real-world example of

how partnerships with village corporations can make a difference

in building capacity for smaller businesses, while providing benefits

to our subsidiaries, as well. Finally, we’ll take a deeper look at our

partnerships in the state capitol and get you up to speed on our

efforts to Get Out the Native Vote in the last election cycle.

Looking ahead at FY16, we’re in a fantastic position to focus on

new acquisition opportunities. We’ll be looking closely at oil and

gas companies; leveraging our foothold there and thinking more

strategically about partnerships, growth, and the Alaskan economy.

It’s part of our larger commitment to invest in the region. We have

high hopes that FY16 will be productive when it comes to new

business investments in the region. And, as always, we’ll continue to

connect with our shareholders and look for new ways to strengthen

shareholder development efforts.

Until then, thank you for your ongoing support. We look forward to

hearing from you and seeing you out in our communities.

In partnership,

Joseph L. Chythlook Chairman of the Board

Jason Metrokin President & Chief Executive Officer

There’s an old

saying— “A rising tide lifts

all boats.”

Page 4: Download BBNC Annual Report 2015

Inspiration Innovation

Investment

Page 5: Download BBNC Annual Report 2015

BBDF's Inaugural InvestmentBBDF made its inaugural investment in ADESCO, LLC, a limited liability corporation founded by

Randy Zimin of South Naknek, Alaska. Formed in 2005, ADESCO’s original line of business has been

general contracting, and has recently expanded its marine transportation business line to include

fish tendering services and cargo transport to local communities outside of the commercial fishing

season—a service that brings welcome cost-savings for residents. With the addition of its fourth

vessel, the Miss Rebecca, and a staff that now reaches nine during the summer months, the positive

impact of BBDF’s investment in ADESCO is already evident.

During its first four years,

BBDF plans to inject $5 million into the Bristol Bay economy.

At BBNC, we know that our strength as a leader depends on our capacity to be an outstanding partner. And being a partner requires trust, bold commitment, and sustained investment—qualities that define the Bristol

Bay Development Fund (BBDF) to a T. Though we launched BBDF less than a year ago, its benefits are already tangible in the region. And as the fund continues to support more regional businesses, its potential for greater positive effect grows.

Our commitment to our shareholders is what inspires us to innovate on

every level. That commitment also motivated us to launch the Bristol Bay

Development Fund in October 2014. The initiative is a first for BBNC:

Although we’ve provided other forms of support to shareholders for many

years, as fund manager Cameron Poindexter explains, “Entrepreneurs

haven’t had the opportunity to partner with BBNC individually in the

way that BBDF is now offering.”

As one of our proudest innovations, BBDF is a first of even broader

significance: It’s the first program of its kind—not just in Alaska, but

throughout Indian Country as a whole. As the only Native Corporation to

create a “nurture capital” fund for the region, BBNC can be a model for other

Native corporations that want to spur sustainable economic

growth in their communities.

It’s challenging to start a business. Managing an existing business through

a period of growth can be just as difficult—especially in rural Alaska, where a

financial supply gap makes needed capital scarce. Yet so many shareholders

have great ideas and promising companies that could have a positive impact

on life in Bristol Bay. With BBDF, start-ups and companies throughout the

region can find the partner they need to transform their business hopes and

dreams into long-term successes.

During its first four years, BBDF will inject $5 million into the Bristol Bay

economy through $20,000 - $500,000 investments in small businesses that

benefit the region. Fisheries, transportation, energy, agriculture, technology

and wellness are among the Fund’s targeted pillars, but BBNC knows that

our shareholder community is brimming with business potential across a

broad spectrum of areas—so all ideas are welcome.

Zimin’s commitment to keep money in the regional economy and help

shareholders advance their careers mirrors the principles that drive the

work of BBDF—principles that work to

counteract systemic obstacles to economic

success in our region.

Historically, companies from outside

Bristol Bay have provided services like

construction, accounting, maintenance,

and more. This reality is less than ideal: Not

only do these services cost more in many

cases, but the money locals spend on them

drains resources from the region. But when

local entrepreneurs find the backing they

need to offer these vital services, money

remains in Bristol Bay. And the funds that

circulate in the region produce a multiplier

effect, raising both spending and income

in the region. With ADESCO as a case in

point, BBDF aims to keep jobs, services and

dollars in Bristol Bay—and strengthen the

region’s economy.

Since taking the helm of BBDF late last

year, Poindexter has been traveling

through the region, networking with

organizations like the Small Business

Development Center, University of Alaska

Center for Economic Development, Bristol

Bay Economic Development Corporation,

and the Bristol Bay Native Association

among many others.

Just as important, Poindexter has also been

speaking directly with shareholders about

their needs, questions and entrepreneurial

ideas. He’s reached out in areas where

infrastructure projects could spur

entrepreneurial activity. He’s spoken with

artists who are interested in selling their

work, providing them with potential sales

platforms they can research as they seek

to expand their markets. And Poindexter

emphasizes that “While BBDF may not be

able to fund every opportunity that comes

knocking, we are able to provide assistance

through connections and planning.”

BBDF’s Facebook page shows a

steady stream of links, resources and

opportunities to connect with Poindexter

and learn more about the Fund. And, to

reach even more people, we’ve built an

app for iPhone and Android, available in

the Apple Store and Google Play Store. As

Poindexter said, “We have moved to a very

mobile world. Access to mobile technology

is very present in Bristol Bay as well.”

Through the app, entrepreneurial-minded

shareholders can contact Poindexter

directly and access resources that can help

answer questions about starting a business.

A BBNC shareholder, Poindexter combines

a background in business with deep

knowledge of life in Bristol Bay. He’s a

former banker and commercial lender in

rural Alaska, and brings approachability

and business acumen to his role at BBDF.

Poindexter is there to provide support,

coaching and advice to any shareholder

who asks—whether a full-fledged business

owner or an individual with a great idea.

This is just the beginning of BBDF. After

four years of investments in Bristol

Bay, we’ll begin a seven-year period

during which those initial amounts are

liquidated, or monetized. By then, it’s

likely the Fund will have invested in the

energy, transportation, and other sectors—

areas where the cost lowering benefits

to shareholders are direct and dramatic.

What does the future look like for the

Fund? According to Poindexter, “More

economic activity, more employment

opportunities for shareholders, and more

access to abundant goods and services at

better prices.”

BBNC’s corporate return on investment

is important because it allows us to

share vital financial resources with our

shareholders. But that’s only part of our

investment practice. There’s no stronger

expression of our blended approach to

investment than BBDF: Through the

Fund, we back the entrepreneurial dreams

of our shareholders, triggering a host of

benefits throughout our region. When we

invest directly in the economy, education

and sustainability of our communities,

we experience a cultural return on

investment that is every bit as crucial as

the profit margins of our businesses.

Get the BBDF Mobile AppGive your start-up business ideas a

lift with resources, tips, and expertise

from the Apple Store or Google Play.

Inspiration Innovation

Investment

Page 6: Download BBNC Annual Report 2015

BBNC Annual Report Two-Thousand and Fifteen | A Rising Tide6

RoxAnn Roque RoxAnn Roque started working as an intern at CCI Solutions in June 2014, as a summer Project Manager Shareholder Intern at CCI’s Fort Wainwright, Alaska location. She was offered a full-time permanent position with CCI in January of 2015 as Assistant Project Manager.

“It’s important to note how comfortable and inspired I feel coming to work every day. One of my fears prior to interning was that my work would not be relatable to my field, but I was elated to get hands-on engineering experience. I feel like an equal; what I am doing is valued and my coworkers are just as passionate as I am about working for CCI.”

Nondalton Firefighter Crew While the focus of our work is to help shareholders attain education,

training, and employment, we also want to make sure our working

shareholders have everything they need to succeed. So when the

Nondalton firefighting crew needed new gear for the 2015 summer fire

season, we didn’t hesitate to help. We provided new tents, boots, socks,

and bandanas for a group of 25 firefighters. “A lot of the first time

firefighters would be unable to go if they didn’t have this gear,” said

firefighter Curtis Joseph. “This gear is vital and we appreciate BBNC

for helping out.”

Shareholder WagesShareholder wages soared from just over $4.4 million in 2011 to more than $12.4 million this year—an increase of about 180%. We’ve also added to our ranks of shareholder hires. In FY15, we averaged 159 shareholder hires throughout the company and our subsidiaries.

Our Latest EffortsThis year, we launched a number of new programs to bolster our shareholder development efforts. A new

Shareholder Employment Support Program helps shareholders identify training opportunities, sharpen

resume skills, and seek out employment opportunities that meet their interests and career goals. We also

teamed up with the Bristol Bay Native Association to match 20 youth from the Bristol Bay region with

employment opportunities. And we partnered with GCI to sponsor a Student Conservation Association

Crew at Lake Clark National Park, which will help develop the next generation of conservation leaders.

BBNC Annual Report Two-Thousand and Fifteen | A Rising Tide 7

7 ARE EXECUTIVES

SHAREHOLDER HIRES HAVE INCREASED FROM

61 IN FY11 TO 169 AT THE END OF FY15 11

ARE MANAGERS

of which

Roger FischerRoger Fischer, BBNC shareholder and CCI Alliance employee:

"When first working with BBNC’s shareholder development program, I assumed that getting a job was the end point. But BBNC fosters interests that include continuing education, professional opportunities, and real career goals. To say that I am hugely impressed with BBNC is an understatement. The internship I have now with CCI Alliance has already changed my life, and is beyond what I ever thought possible for my career."

Shareholder Advancement

2011 $4.4 M

2015 $12.4 M

Photo: The SCA Alaska High School Crew at Lake Clark National Park.

Photo: The Nondalton firefighting crew in Anderson, AK

SHAREHOLDER DEVELOPMENT

A PARTNERSHIP THAT WORKS

One of BBNC’s leading strategic

goals is to help shareholders

as well as descendants

and spouses attain career

opportunities. Through education, training,

resources and counseling, we strive to put

every shareholder on a career path that best

fulfills their interests and matches their

unique skill sets. Whether you live in the

Bristol Bay region, elsewhere in Alaska, or

somewhere in the Lower-48, we’re here to

make sure you know what opportunities are

available and how to attain them.

Ours is a highly personal approach. We

partner with you to create a customized

plan based on where you want to go in your

career. We can help place shareholders in

internship programs, enroll in school or

training programs, and secure financial

aid. We offer career counseling to help you

narrow your choices and hone in on the

best possible job for you, whether it’s with

BBNC, one of our subsidiaries, or even

with companies not affiliated with us. What

matters most is your aspiration—that you’re

engaged in meaningful work and earning

the best living possible.

In the past year, we’ve focused our efforts in

the region. Bristol Bay is where our people

come from; it’s part of our collective culture

and tradition. And it’s still where a large

percentage of our shareholders reside.

Yet the vast majority of employment and

internship opportunities are out of region.

By creating opportunities for people to

make a living in Bristol Bay, we’ll ensure our

region thrives economically and that our

traditions and way of life are preserved.

Page 7: Download BBNC Annual Report 2015

BBNC Annual Report Two-Thousand and Fifteen | A Rising TideBBNC Annual Report Two-Thousand and Fifteen | A Rising Tide 98

When members of a

community come together

to find answers to shared

problems, good things

happen. Since the mid-

20th century, the concept of

community development has

made a positive difference

around the globe, leveraging

shared investment to

overcome disadvantage and

build stronger communities.

One key community development tool is the

community development financial institution

(CDFI), a non-governmental entity that provides

lending services to underbanked communities.

Community Financial, Inc. (CFI) is Southwest

Alaska’s own CDFI, formed in partnership with the

Aleutian region, Bristol Bay Native Association,

Bristol Bay Economic Development Corporation,

and Bristol Bay Housing Authority. CFI delivers loans

and financial support to communities throughout

the region—Native and non-Native alike. All CDFIs

are certified by the United States Treasury, which

allows organizations like CFI access to treasury funds

and technical assistance—and requires adherence to

stringent lending standards.

Of the nearly 1,000 CDFIs across the country,

approximately 70 bring a blend of financial expertise

and knowledge of Native culture to communities in

Indian Country. In rural Alaska, homeownership and

entrepreneurial activity are two pivotal elements of

community development. As such, these are CFI’s

main priorities. But funding is only the beginning of

CFI’s mission. Along with providing mortgages and

small business loans, CFI partners

with its clients to build a solid

foundation of financial know-how

and skill in each individual.

CFI also partners with Alaska

Housing Finance Corporation,

which funds the mortgages that

allow shareholder individuals and

families to become homeowners. As

CEO Cindy Mittelstadt explained,

when borrowers repay their loans,

community benefits multiply.

“Over time, CFI can re-lend to assist another family

purchase a home. Or assist another entrepreneur. It is

important for borrowers to know that they are part of

something greater in their community.”

The backstory of CFI reveals yet another,

groundbreaking partnership—our alliance with the

Aleut Corporation. CFI began in 2007 as Aleutian

Financial, Inc. Seven years later, after much

consideration and dialogue, the Aleut Corporation

joined with BBNC in a move that would expand the

CDFI’s footprint—and increase its positive impact in

the region. Not only is this a historical first, but the

alliance is also an expression of the strong affinity

between our two Native regions: “Our cultures for

both regions are inherently giving, helpful, and

caring,” said Thomas Mack, president of the Aleut

Corporation. “The Aleut Corporation and BBNC

have many similarities, as our regions rely heavily

on the fishing industry in the State of Alaska. Our

constituents know the dynamics of living off the

lands and caring for one another for the betterment

of everyone. When we work together, we all succeed.”

Partnerships for Rural Alaska

70

CDFIs serve communities in Indian Country

nationwide

Photo: The Wayner family

Page 8: Download BBNC Annual Report 2015

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Strengthening regional partnerships is in the air throughout Alaska. For our part, BBNC’s Board of Directors passed a resolution in 2014 that called for expanded investments in the Bristol Bay

region. One area of focus: the complex, highly competitive and regulated arena of the Small Business Administration 8(a) Business Development Program (8(a) program), where success depends on expertise, knowledge, performance, and patience.

With an abundance of village corporations within Bristol Bay who

desire to enter into the government contracting arena, BBNC

developed a government contracting initiative that provides training,

guidance and mentorship to village corporations. We looked for

synergies and the combined capacity of separate companies whose

strengths and competencies complemented one another. Together,

two entities could be greater than the sum of their parts.

BBNC Annual Report Two-Thousand and Fifteen | A Rising Tide10

A Closer LookMEDPRO TECHNOLOGIES, LLC Led by General Manager Craig

Martin, MedPro provides integrated services to the United States

Department of Defense and other federal government agencies, as

well as state and local governments and commercial clients. Powered

by a core staff of six in San Antonio, Texas, with 140 employees across

the globe, MedPro’s services are twofold, supplying the government

with healthcare providers in military treatment facilities as well as the

information technology services used to manage patient information

within those facilities. MedPro’s expertise in the intricacies of

government contracting runs deep.

THREE STAR ENTERPRISES, LLC Three Star Enterprises was founded

in 2003. CEO Anthony Caole, who has been with the company for

nearly a decade, leads their staff of nine. The SBA 8(a) certified

Alaska Native corporation specializes in virtual and remote workforce

management and distance delivery management training, along with

training and technical assistance for state and federal agencies. By

rigorously exploring emerging technologies, Three Star envisions a

world in which geographic constraints to employment are no longer

an obstacle for rural workers.

US GOVERNMENT CONTRACTING IN OUR REGION The United

States government issues contracts for projects across all sectors:

military, civil, medical, tribal. But when the federal government seeks

to award work in our region, many contracts are awarded to companies

far from Alaska. Often, those consultants arrive on the job without

the knowledge they need to succeed. “They get off the plane in a

village,” said Caole, “and are overwhelmed.” It’s easy to see how a

company like Three Star could be far more effective: “We have people

with decades of experience, we speak the language, we know the

communities.” The joint venture will allow Three Star to compete for

these contracts for the first time.

Our outreach efforts led to a match between two companies that

shared our vision: MedPro Technologies, LLC, an 8(a) certified

government services provider and wholly-owned subsidiary

of BBNC; and Three Star Enterprises, LLC, an 8(a) certified

management and training consulting company and wholly owned

subsidiary of Oceanside Village Corporation that was created to drive

the economic self-sufficiency of Perryville, AK. The 8(a) joint venture

between these two companies was approved by the Small Business

Administration (SBA) in October 2014.

MedPro has a proven track record in government contracting, and

Three Star has been interested in breaking further into the federal

market. By coming together in a joint venture, their opportunities

to pursue both directed and competitive awards from federal

agencies have multiplied. Each partner can expand its competencies

because of the specialties and capacity of the other; and because

their backgrounds complement one another. For example, through

MedPro, Three Star has acquired new technologies that streamline

the process of “onboarding,” or bringing on project staff for

contracts—a difficult feat, especially on the tight timetables often

required by federal agencies.

For both companies, the goals of the joint venture go beyond the

financial. As Anthony Caole, CEO of Three Star, explained, “Although

we have economic goals, we’re also able to achieve our social

mission.” Increasing sustainability in the village, working with tribes

to strengthen their capacities, encouraging cultural development

and language preservation—all these values underlie Three Star’s

drive to excel. And as a joint venture, the organization can more

easily advance these goals.

When two companies come together in a joint venture, the new

entity can tap into new sources of revenue. As that revenue flows,

shareholders of both parties benefit from those profits. The

momentum of this joint venture inspires us deeply. We’re proud to

see MedPro and Three Star pursuing—and attaining—new business

with such success, less than a year after joining forces. And we’re

proud that, as a result, shareholders of both BBNC and Oceanside

Village Corporation can look ahead not only to greater dividends—

but also to a host of benefits within their communities.

BBNC Annual Report Two-Thousand and Fifteen | A Rising Tide 11

Page 9: Download BBNC Annual Report 2015

For more information about GOTNV, visit AKNATIVEVOTE.COM.

Our shareholders are spread far and wide across the Bristol Bay region and the state. Considering how distant many rural communities are from the seat of government, advocacy is one of our most vital responsibilities. BBNC’s involvement in Get Out the Native Vote (GOTNV) shows how our commitment—brought to life in the work of groups and individuals—makes a difference in how well-represented our shareholders are at the state capitol.

There’s no location in the nation where voting isn’t important. In big cities, small towns, and rural areas alike, too many citizens’ voices are missed—or woefully silent—when Election Day rolls around. And voting is on a downward trend: according to the Bipartisan Policy Center, national voter turnout dropped from 62.3 percent in 2008 to an estimated 57.5 in 2012. But two defining characteristics of our region make voter turnout an even trickier challenge for Bristol Bay. Through GOTNV, BBNC has leveraged both creativity and determination to address these key issues.

Autumn is election season. In Bristol Bay, it’s also hunting season. For shareholders who are off hunting and gathering before winter comes,

showing up at the polls on Election Day just isn’t feasible for some. So early voting is an essential tool because it allows shareholders a two-week window to cast their votes. Throughout rural Alaska, however, early voting sites have been closed. In response, GOTNV launched an aggressive, two-week calling campaign last fall, personally contacting every single village in Bristol Bay, along with villages across the state. The result? Over 100 additional early voting sites were added statewide. In fact, the village of Igiugig reached nearly 100 percent voter turnout.

In many areas of the state, Yup’ik is still the first language; in Bristol Bay alone, there are several villages that use Yup’ik as the primary language of business. Through GOTNV’s efforts, younger voters have been invigorated. In turn, these younger voters play a vital role in convincing other members of their community that their voices are important—that their votes will make a difference. And through GOTNV, BBNC continues to help push for the translation efforts that will make voting more accessible for the Native language speakers among our shareholder community.

PART OF A NEW START BBNC Representatives on Governor Walker’s Transition Team

BBNC is proud to have had representatives serve as part of Governor

Walker's team, one that also includes members from other Bristol

Bay entities. The transition team was unique in that it reflected the

diversity of the citizens of our great state. Governor Walker actively

sought the involvement of Native organizations from throughout the state. It’s

exciting and powerful that the administration recognizes the singular value of our

combined voices and, importantly, is listening to the concerns of rural Alaska.

The people of Bristol Bay come from millennia of subsistence economics,

relying on land and water for our livelihoods. Yet we also live in the reality of a

dynamic 21st century economy, one subject to the ebbs and flows of an often

unpredictable market. Members of the governor’s transition team are joining

forces—engaging in conversations and developing proposals that will lead to

creative approaches to our state’s economic booms and busts. Ultimately, this

will ensure that Bristol Bay remains economically sound.

The dialogue that takes place around the table of the governor’s transition team

affects us all. Sharing our conversations at the state capitol with our shareholder

community is crucial. We want to make sure you have every possible advantage at

the state level and to know that your voices are being heard.

When Governor Bill Walker took office

last year, he both took on challenges

and welcomed opportunities that

every newly elected leader faces. To

chart a path forward, Gov. Walker needed

the support of a strong and dynamic

transition team.

BBNC Annual Report Two-Thousand and Fifteen | A Rising Tide 13

Page 10: Download BBNC Annual Report 2015

BBNC Annual Report Two-Thousand and Fifteen | Management's Discussion and Analysis 15

MANAGEMENT’S DISCUSSION AND ANALYSISManagement’s Discussion and Analysis (MD&A) is intended to provide readers of the financial statements with a narrative of the company’s financial condition as seen through the eyes of management. The MD&A should be read together with the Consolidated Financial Statements and accompanying Notes included in this Annual Report. Within the MD&A, we make certain statements that are forward-looking in nature. In making these statements we use current information and our expectations of future events. These are subject to assumptions, risks and uncertainties that could change at any time and could cause actual results to differ materially from those expressed or implied by such statements, and these should be considered with the understanding of their inherent uncertainty. Forward-looking statements included in the MD&A are made only as of the date of this MD&A, and we assume no obligation to update any written or oral forward-looking statements made by us or on our behalf as a result of new information, future events or other factors.

CORPORATE PROFILE

FISCAL YEAR

2015 2014 2013

BBNC revenues $ 1,736,084,000 1,835,894,000 1,961,780,000

BBNC earnings before interest,

taxes, and noncontrolling interests$ 76,227,000 84,220,000 70,819,000

BBNC earnings after interest, taxes,

and noncontrolling interests$ 44,891,000 49,150,000 41,318,000

Cash provided by operating

activities$ 89,618,000 120,534,000 30,489,000

Regular dividends paid $ 16,204,000 14,583,000 13,502,000

Regular dividends per share $ 30 27 25

Regular shares outstanding 540,100 540,100 540,100

Elder dividends paid and elders

settlement trust funding$ 11,109,000 398,000 381,000

Average shareholder hire 159 139 90

Bristol Bay Native Corporation (BBNC or the Corporation) is an Alaska Native Regional Corporation created pursuant to the Alaska Native Claims Settlement Act of 1971 (ANCSA). Congress enacted ANCSA to resolve longstanding conflicts surrounding aboriginal land claims in Alaska and to stimulate economic development throughout Alaska. The Corporation was incorporated as a for-profit corporation to benefit Alaska Natives with ties to the Bristol Bay region and at March 31, 2015, the Corporation had 9,942 shareholders. ANCSA provided the Corporation with a monetary entitlement from the federal government of $32.7 million and the right to 3,079,553 acres of federal lands. At March 31, 2015, stockholder’s equity retained by the Corporation has grown to $348.5 million, and cash distributions to shareholders have exceeded $164.4 million.

FINANCIALSFISCAL YEAR 2015

15 MANAGEMENT DISCUSSION AND ANALYSIS

25 INDEPENDENT AUDITORS’ REPORT

24 TEN YEAR FINANCIAL SUMMARY

26 CONSOLIDATED FINANCIAL STATEMENTS

44 AUDIT COMMITTEE REPORT

45 STATEMENT OF MANAGEMENT RESPONSIBILITY

48 ABOUT BBNC

46 BOARD OF DIRECTORS AND SENIOR MANAGEMENT TEAM

table of contents

Photo: Casey Coupchiak

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BBNC is primarily a holding company and, as such, derives substantially all of its cash flow from its subsidiaries and its portfolio of passive investments which are the Corporation's primary two asset allocations. We rely on profits from both to repay our creditors, to fund shareholder dividends, to fund shareholder education opportunities and to fund corporate general and administrative costs. BBNC’s ability to service each of these cash uses and to simultaneously grow the Corporation’s assets is subject to the profitability of our subsidiary businesses and the portfolio.

Fiscal Year 2015 (FY2015) was the fourth year of BBNC’s current, five-year strategic plan. The plan and the Corporation’s efforts focus on the pursuit of the following five strategic goals:

• Build the value of the Corporation’s assets by increasing its profitability

and financial strength for the future.

• Pay predictable and increasing dividends to BBNC shareholders.

• Promote improved employment and education opportunities for

BBNC shareholders.

• Position BBNC so that it will have a major voice in economic

development in the region.

• Endorse a Fish First policy for land and resource management in

Bristol Bay.

In order to meet the strategic goals, the Corporation must generate sufficient earnings. To that end, BBNC’s assets have been allocated to a variety of businesses that operate throughout Alaska and across the United States. As noted above, the Corporation’s assets are primarily allocated in two key areas: to a passive portfolio of investments (the Portfolio) and to our operating subsidiary companies. There is also a small allocation to corporate assets which includes the Corporation’s headquarters building in Anchorage, Alaska.

The Portfolio is comprised of a variety of assets including marketable securities, and liquid and non-liquid alternative investments. Management classifies the operating subsidiaries into five distinct business lines which are:

• Petroleum Distribution

• Oilfield and Industrial Services

• Construction

• Government Services

• Tourism

The Corporation also has earnings from natural resource activities that are primarily comprised of certain revenue sharing payments received from other Alaska Native corporations as required under ANCSA.

The following pages are management’s outlook for FY2016 and view of the Corporation’s FY2015 results in total, for the Portfolio and of the business lines. In order to improve readability, in some cases these results are presented in a different format than the Consolidated Financial Statements.

FY2016 OUTLOOKManagement expects FY2016 to bring both challenges and opportunities across the broad landscape of BBNC’s business activities. Management expects overall earnings to be slightly lower in FY2016, primarily due to lower profits in the Government Services, and Oilfield and Industrial Services business lines.

Management expects profits from the Petroleum Distribution business line in FY2016 to be somewhat lower than in FY2015 but still above historical levels of profitability. Some portion of the earnings from this business line may be reinvested in the form of acquisitions in FY2016 and beyond. Management intends to be very selective in evaluating potential acquisition targets and intends to make acquisitions only where the acquisition is accretive to the business line’s profitability and where above average returns can be earned on our capital.

The largest subsidiary in the Oilfield and Industrial Services business line is Peak Oilfield Service Company, LLC (Peak). FY2015 was BBNC’s first full year of ownership of Peak. Peak and the other subsidiaries in this business line conduct substantially all of their operations within the State of Alaska. Uncertainty in the Alaska oil and gas industry driven by the precipitous drop in oil prices during FY2015 will negatively affect earnings of our companies in this business line in the coming year. To what extent we will see decreased revenues and margins remains to be seen. However, risks have been somewhat mitigated by the strong positioning of our subsidiaries within the industry. Our companies are some of the safest and most efficient contractors working in Alaska providing many services that are essential to our customers. Our large fleet of exceptionally maintained equipment stands ready to serve the needs of our customers, and our customer base includes some of the strongest oil and gas companies operating in the state.

The Construction business line is expected to generate earnings that exceed those seen in FY2015, but that are consistent with the longer term trend of decreased profitability in the business line. The federal government is the largest customer in the business line. Downward pressure on earnings continues to come from a variety of sources including continued negative changes to the Small Business Administration’s 8(a) program and from an operating environment where competitors are willing to work for slim margins. Our goal is to provide work for our customers at a price that results in the overall best value to the customer, but also provides a profit for our shareholders.

The federal government is the primary customer for the Government Services business line. Declines in federal spending, as well as the challenges to the 8(a) program previously mentioned, combine to form headwinds in the industry. Earnings in FY2016 are expected to decline from levels seen in recent years. BBNC recently made certain changes to the strategic alignment and management team within the business line in order to respond to the needs of our customers.

In order to increase the footprint of the benefits afforded by 8(a) contracting opportunities to our shareholders, and the shareholders of our affiliated village corporations and residents of the Bristol Bay region, the Corporation is currently implementing a strategic initiative that includes establishing joint ventures and mentor protégé arrangements with village corporations within the BBNC region to pursue government contracting opportunities. In these arrangements, BBNC typically brings its experience to bear in aiding the village corporations to prepare to bid, win and perform contracts all while providing a level of quality to our customers that is consistent with BBNC’s long history of being a valued contractor to the federal government.

Investment earnings from the Portfolio are expected to exceed those of FY2015. Our asset allocation strategy within the Portfolio is meant to accomplish a desired rate of return with the least risk possible. Nonetheless, the returns we will experience will be reflective of broader trends in world financial markets.

BBNC continues to seek out attractive investments in the form of new acquisitions and “bolt-on” acquisitions to our existing business lines. We anticipate financing acquisitions through a mix of equity and debt capital. The

Corporation’s debt load remains modest and we continue to enjoy access to low cost debt financing. Both factors enable the Corporation to take on additional debt for acquisitions if, and when, deemed appropriate by management.

RESULTS OF OPERATIONS

CONSOLIDATED RESULTSThe following table displays consolidated results for the fiscal year ended, (in thousands except earnings per share and weighted average shares outstanding):

FISCAL YEAR

2015 2014 2013

Revenues

Operating business lines $ 1,713,693 1,801,217 1,938,750

Investment earnings 11,442 25,167 14,254

Natural resources 10,186 8,396 6,524

Other 763 1,114 2,252

Total revenue 1,736,084 1,835,894 1,961,780

Costs and expenses

Cost of operating business lines $ 1,638,130 1,729,585 1,871,766

Cost of investment management 2,333 928 1,392

Corporate general and

administrative expense16,167 16,830 12,686

Interest 2,391 1,987 1,560

Other 3,227 4,331 5,117

1,662,248 1,753,661 1,892,521

Earnings from operations 73,836 82,233 69,259

Income tax expense 28,000 33,047 27,941

Net earnings 45,836 49,186 41,318

Less income attributable to

noncontrolling interest(945) (36) —

Net earnings attributable to Bristol

Bay Native Corporation$ 44,891 49,150 41,318

Earnings per share $ 83 91 77

Weighted average shares outstanding 540,100 540,100 540,100

BBNC’s FY2015 earnings were less than experienced in the previous fiscal year but remained strong on a historical basis with FY2015 being the second best year in the Corporation’s history on a pre-tax earnings basis. Revenues from the

operating business lines were $87.5 million lower than the prior year primarily due to the effect falling fuel prices had on the revenues of PetroCard. PetroCard’s decrease in revenue was partially offset by increased revenues in the Oilfield and Industrial Services business line with the inclusion of Peak for the first full year. Revenues from our portfolio investment earnings were less than the prior year by $13.7 million and were primarily due to lower than expected returns from the Corporation’s liquid alternative holdings and non-US equity holdings.

Costs of the operating business lines were less than the prior year by $91.5 million, which was primarily due to the effect of lower fuel prices experienced by PetroCard for its inventory purchases. BBNC’s net earnings were $4.3 million less than the prior year for the reasons described above, which equates to a decrease in earnings per share of $8 from the prior year.

Following are comments specific to each business line.

PETROLEUM DISTRIBUTIONThe following table displays results of Petroleum Distribution earnings, before interest and taxes for the fiscal year ended (in thousands):

FISCAL YEAR

2015 2014 2013

Revenues

Petroleum Distribution $ 811,253 1,011,443 1,097,607

Costs and expenses

Cost of Petroleum Distribution 801,702 1,005,338 1,091,582

Earnings from Petroleum Distribution $ 9,551 6,105 6,025

The Petroleum Distribution business line consists of one subsidiary company, PetroCard. PetroCard, a reputable fuel distributor in the Pacific Northwest, is based in Kent, Washington, and distributes fuel products through cardlock sites, mobile fueling, and wholesale sales, to commercial customers through facilities located primarily in Washington and Oregon. Though Petroleum Distribution revenues declined primarily due to a decline in the price of fuel, earnings improved substantially in FY2015 resulting from the completion of a multi-year restructuring plan aimed at increasing profit margins, gaining operating expense efficiency, and reducing overhead expense.

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OILFIELD AND INDUSTRIAL SERVICESThe following table displays results of Oilfield and Industrial Services earnings, before interest and taxes for the fiscal year ended (in thousands):

FISCAL YEAR

2015 2014 2013

Revenues

Oilfield and Industrial Services $ 257,826 142,154 39,030

Costs and expenses

Oilfield and Industrial Services 235,667 122,754 35,451

Earnings from Oilfield and

Industrial Services$ 22,159 19,400 3,579

The Oilfield and Industrial Services business line consists of Peak, Kakivik Asset Management (Kakivik), and CCI Industrial Services (CIS). Significant increases in revenue and earnings are related to the acquisition of Peak. However, other companies within this business line had organic growth through additional contract work. Peak, acquired by the Corporation in November 2013, provides specialty services to the oil and gas industry in locations including Prudhoe Bay, Anchorage, Kenai, Valdez, Palmer, and to a small extent, North Dakota. Peak provides a wide variety of services including crane services, rig moving, ice road construction, drilling support, general civil work, construction, trucking, facility operations and maintenance support, tank cleaning, and power systems. Kakivik specializes in nondestructive testing and inspection. CCI Industrial Services provides a diverse array of specialty services to the oil and gas industry. The success of Oilfield and Industrial Services can be attributed to the focus on quality safety programs that customers demand in this industry.

The Oilfield and Industrial Services business line is the Corporation’s largest source of shareholder hire. Average shareholder hire for this business line was 94 individuals with wages in excess of $5.2 million paid to shareholders in FY2015. The Oilfield and Industrial Services business line is expected to continue to play a key role in pursuit of the goals established within the Corporation’s strategic plan.

CONSTRUCTION The following table displays results of Construction earnings, before interest and taxes for the fiscal year ended (in thousands):

FISCAL YEAR

2015 2014 2013

Revenues

Construction $ 414,033 404,907 517,799

Costs and expenses

Construction 399,522 385,243 487,077

Earnings from Construction $ 14,511 19,664 30,722

The Construction business line is comprised of three separately managed company groups: the Bristol Companies, the CCI Companies (excluding CCI Industrial Services) and the SpecPro Environmental Services Companies. Also included within the Construction business line is Bristol Bay Resource Solutions, LLC, an Anchorage-based shared service company that provides administrative services to the entire group. The Construction business line companies provide civil and structural engineering, civil construction and environmental remediation services, water and sewer line construction, and industrial and nonresidential construction and energy services for federal, state and local government agencies as well as commercial clients throughout Alaska and the continental United States.

Earnings decreased by $5.2 million from FY2014 and decreased by $16.2 million from FY2013. This trend was primarily attributable to certain unanticipated firm fixed price contract costs resulting from a combination of project delays, and cost overruns on certain projects within the Bristol Companies. Bristol management has taken a number of significant steps to improve the group’s profitability including changes in senior staff, redesigned bidding and estimating practices and better project management.

The Corporation’s Construction business line provides services to the federal government, and in some cases participates in contracts offered by the government solely to small businesses. Some of the Corporation’s construction companies have received Section 8(a) certifications from the U.S. Small Business Administration (SBA). Section 8(a) certifications allow these subsidiaries to bid on contracts set aside specifically for Section 8(a) certified entities as well as other small business contracts. While the Corporation may take advantage of direct contract opportunities under the Section 8(a) program, government contracting opportunities that are not dependent upon the sole-source provision of Section 8(a) are also pursued.

In 2015, the Corporation’s Construction businesses generated 51% of its revenue from Section 8(a) sole source contracts, 23% from Section 8(a) competitive bid contracts, and 26% from non-8(a) full and open bid contracts. A majority of Section 8(a) revenue was generated from the United States Department of Defense.

In FY2015, the Construction business line continued to provide employment opportunities for BBNC shareholders with an average of 12 shareholder employees throughout the year.

GOVERNMENT SERVICESThe following table displays results of Government Services earnings, before interest and taxes for the fiscal year ended (in thousands):

FISCAL YEAR

2015 2014 2013

Revenues

Government Services $ 228,720 240,823 282,821

Costs and expenses

Government Services 199,336 214,223 256,019

Earnings from Government Services $ 29,384 26,600 26,802

The Government Services business line is comprised of four separately managed company groups: the SpecPro Companies, the Eagle Companies, the STS/Glacier Companies, and the Vista Companies. In addition, Bristol Resource Solutions, LLC, based in Huntsville, Alabama, is the administrative shared service company supporting the Government Services business line. Companies in this business line provide a broad range of services including engineering and technical services, information technology management services, environmental services, operational testing and evaluation services, medical and applied science projects, medical staffing, and biomedical research and development primarily for the federal government.

Though the Government Services business line experienced a 5% decline in revenue, earnings increased by $2.8 million over FY2014, primarily as a result of general and administrative, indirect, and direct cost containment and reductions.

As with the Construction business line, the Corporation’s Government Services business line provides services to the federal government, and in some cases, participates in contracts offered by the government solely to small businesses. Some of the Corporation’s Government Services companies have received Section 8(a) certifications from the SBA. Section 8(a) certifications allow these subsidiaries to bid on contracts set aside specifically for Section 8(a) certified entities as well as other small business contracts. While the Corporation may take advantage of contract opportunities under the Section 8(a) program, government contracting opportunities that are not dependent upon the sole-source provision of Section 8(a) are also pursued.

In 2015, the Corporation’s Government Services businesses generated 63% of revenue from Section 8(a) sole source contracts, 19% of revenue from Section 8(a) competitive bid contracts, and 18% of revenue from non-8(a) full and open bid contracts. A majority of Section 8(a) revenue within the business line was generated from the United States Department of Defense.

TOURISMThe following table displays results of Tourism earnings, before interest and taxes for the fiscal year ended (in thousands):

FISCAL YEAR

2015 2014 2013

Revenues

Tourism $ 1,861 1,890 1,493

Costs and expenses

Tourism 1,903 2,027 1,637

Earnings from Tourism $ (42) (137) (144)

Currently, the Corporation’s single subsidiary in the Tourism business line is Mission Lodge on Lake Aleknagik near Dillingham in Bristol Bay. Mission Lodge is an all-inclusive seasonal fishing lodge. In FY2015, Mission Lodge experienced another strong year with nearly 100% occupancy. In addition, the operation also provides opportunity for shareholder hire and development in the region. Management continues to seek opportunities to grow the Tourism business line through targeted acquisitions throughout the Bristol Bay region.

PORTFOLIO INVESTMENTSThe following table displays results of the Portfolio for the fiscal year ended (in thousands):

FISCAL YEAR

2015 2014 2013

Revenues

Investment earnings $ 11,442 25,167 14,254

Costs and expenses

Cost of investment management 2,333 928 1,392

Earnings from Investments $ 9,109 24,239 12,862

The Corporation recognizes Portfolio earnings primarily from investments in public and private passive investments including marketable securities, private equity placements, and a number of commercial real estate investments located primarily in Anchorage, Alaska. The Portfolio provides the Corporation with a stable and consistent source of earnings and cash flow in support of the Corporation’s strategic objectives.

The Portfolio is managed pursuant to an investment policy which calls for an asset allocation as follows: 50% equity securities, 5% fixed income securities, 20% real estate and 25% alternative investments. Real estate and alternative

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BALANCE SHEETThe following table displays key Balance Sheet data as of March 31, for the fiscal year ended (in thousands):

FISCAL YEAR

2015 2014 2013

Cash and cash equivalents $ 62,464 49,471 38,214

Marketable securities 133,445 136,807 176,781

Investment in unconsolidated affiliates 27,822 15,114 7,524

Property, plant and equipment, net 170,630 174,337 70,263

Goodwill and intangible assets 46,235 47,923 50,128

Total assets 656,621 629,922 559,034

Current liabilities 184,688 185,180 206,437

Long term liabilities 122,557 113,845 55,865

BBNC shareholders equity 349,376 330,897 296,732

Cash and cash equivalents continue to increase primarily due to the Corporation’s continued profits. The primary reason for the decrease from FY2013 to FY2014 in marketable securities was the sale of certain marketable securities for purposes of partially funding the Peak acquisition. Investment in unconsolidated affiliates continues to increase as the Corporation increases its investments in real estate and other alternative investments held in partnership and partnership like entities where the Corporation owns less than 100% of the entity. Property, plant and equipment, net of depreciation increased significantly from FY2013 to FY2014 due to the Peak acquisition. Peak owns and operates a significant fleet of equipment and vehicles.

Long-term liabilities increased significantly from FY2013 to FY2014 as the Corporation utilized debt financing to partially fund the Peak acquisition. BBNC shareholders equity continues to grow as a result of increased earnings, net of dividends paid to shareholders.

LIQUIDITY AND CAPITAL RESOURCESThe following table displays total Liquidity and Capital Resources as of March 31, for the fiscal year ended (in thousands):

FISCAL YEAR

2015 2014 2013

Available funds

Cash and cash equivalents $ 62,464 49,471 38,214

Marketable securities 133,445 136,807 176,781

Less: collateral on

marketable securities(44,136) (35,355) (28,531)

Total available funds $ 151,773 150,923 186,464

Available line of credit

Total line of credit 60,864 54,645 61,469

Less: outstanding letters of credit (825) (825) (825)

Total available line of credit 60,039 53,820 60,644

Total liquidity $ 211,812 204,743 247,108

To meet both our short and long-term liquidity requirements, we look to a variety of funding sources, both internal and external. Our primary source of liquidity is cash generated from operating activities and from Portfolio earnings. In order to meet additional liquidity needs at the parent level, the Corporation has two lines of credit with which it may draw upon to fund cash needs. The primary line of credit has a ceiling of $75.0 million and is secured by marketable securities, and the secondary line has a ceiling of $30.0 million and is secured by the receivables of certain subsidiary companies. If further acquisition opportunities arise, the Corporation will consider the costs and benefits of additional debt sources. Our cash flow from operations, and access to short term debt, gives management confidence that the Corporation’s liquidity needs can be met in both the short and longer terms.

investments are often private, non-publicly-traded equity interests. The allocation to each of these four investment classes was developed with the help of the Corporation’s external investment advisor using modern portfolio theory. The established policy allocation to different investment classes is designed to achieve a target annual return of 8.2% while exposing the Corporation to the lowest level of risk possible. At March 31, 2015, the total market value of the Portfolio was $167.3 million compared to $158.3 million at March 31, 2014. Portfolio holdings in private, non-publicly traded investments were $33.9 million at March 31, 2015, compared to $21.5 million at March 31, 2014. The Corporation’s Portfolio appreciated in value during 2015 by $11.4 million, which represents a return on investment of 6.8%. The Corporation’s Portfolio returns are benchmarked against a custom index that approximates our investment allocation targets. The Portfolio performed under its target custom benchmark of 10.4% during 2015.

NATURAL RESOURCE MANAGEMENTThe following table displays results of Natural Resource earnings for the fiscal year ended (in thousands):

FISCAL YEAR

2015 2014 2013

Revenues

Natural Resources

7(i) revenue sharing $ 9,609 7,796 6,424

Natural Resources 577 600 100

Earnings from Natural Resources $ 10,186 8,396 6,524

Natural Resource earnings consist primarily of 7(i) revenue sharing, net of the 50% distribution to village corporations and at-large shareholders that the Corporation receives from other regional Alaska Native Corporations. 7(i) receipts received are primarily from NANA Regional Corporation and Arctic Slope Region Corporation. The Corporation distributes 50% of these receipts to village corporations and at-large shareholders as 7(j) payments.

Revenue from the sale of the Corporation’s Natural Resources, primarily sand and gravel, is driven largely by resource development and infrastructure improvement activities in the Bristol Bay region. Revenues from the sale of natural resources tend to fluctuate from year-to-year.

The Corporation continues to advocate for responsible development of natural resources on BBNC lands and other lands within the BBNC region. We are committed to supporting a strong business climate that encourages investment in natural resource activities throughout the entire State of Alaska. Nevertheless, BBNC continues to oppose the proposed Pebble project because of its potential to harm the region’s commercial and subsistence fisheries, communities, and cultural heritage. The proposed project also lacks regional or shareholder support. In summary, BBNC opposes the proposed Pebble project because it is inconsistent with the Corporation’s responsible resource development criteria and Fish First policy.

GENERAL AND ADMINISTRATIVE EXPENSESCorporate general and administrative expenses (G&A) decreased from $16.8 million in FY2014 to $16.2 million in FY2015. G&A expenses are incurred by the Corporation in its efforts to provide corporate governance and oversight of its increasingly complex subsidiary operations, pursue new investments, protect the Corporation’s assets and provide shareholder services. G&A as a percentage of revenue was 0.9%, 0.9%, and 0.6% in FY2015, FY2014 and FY2013, respectively.

TAXESThe following table displays our income tax expense for the fiscal year ended (in thousands):

FISCAL YEAR

2015 2014 2013

Current income tax expense $ 19,388 24,687 27,269

Deferred income tax expense 8,612 8,360 672

Total income tax expense $ 28,000 33,047 27,941

Total tax expense is comprised of current and deferred federal and state taxes which are primarily income based. To a lesser extent, the Corporation is subject to certain foreign income tax expense. Current tax expense represents expected taxes the Corporation will pay to taxing authorities on taxable income generated within the fiscal year plus or minus any prior year tax adjustments. Deferred tax expenses represents the current year change in deferred tax assets net of changes in the Corporation’s deferred tax liabilities. Deferred tax assets and liabilities arise in the normal course of business and represent future differences between taxable income and book income reported in the Corporation’s annual report. These differences exist because of a lack of parity with respect to when certain items of income and expense are recognized under the tax code, compared to treatment under Generally Accepted Accounting Principles. Our average blended tax rate is approximately 40% of earnings from operations.

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both higher education degrees and vocational certifications.

In 1992, BBNC formally incorporated the BBNC Education Foundation (the Foundation) as a 501(c)(3) entity and has continued to invest in education and training through the Foundation. Scholarship recipients have graduated with bachelors, masters, and other advanced degrees, such as a Ph.D. in anthropology, doctorates of medicine, veterinary medicine, law, and degrees in engineering, business administration, education, nursing, guidance counseling, environmental science, economics and philosophy, and associate degrees and other vocational certifications in dental therapy, culinary arts, professional piloting, health and human services, occupational safety and health training, and medical assistant training. Providing increased support for these types of programs is one of the Foundation’s long-term objectives.

Recognizing the value of job skills that do not require four-year college degrees, the Foundation also awards scholarships to help pay for vocational training and provides assistance for shareholders to attend various vocational training programs. This program specifically assists those that are in need of specialized certification or training in order to enhance their employment or career opportunities. In many instances, vocational assistance recipients, who are also shareholders, have used their certifications to be eligible for employment by the Corporation and its subsidiaries. The Corporation funded over $2.3 million in contributions to the BBNC Education Foundation in FY2015.

The Corporation further hosts the Bristol Bay Leadership Forum (formerly the Village Leadership Workshop), a two-day session that provides Bristol Bay area village corporation, village council, borough, and city council leaders with an opportunity to meet with business, government, and Native leaders, to share experiences, discuss issues affecting the people they represent, explore solutions to common problems, and to consider new opportunities that may help lead to economic, educational and cultural benefits.

In FY2012, the Corporation initiated an Elder’s Benefit Program. Eligible original shareholders age 65 or older began receiving a benefit of $125 per quarter beginning in the third quarter of FY2012. In October 2013, shareholders approved establishment and funding of an elders’ settlement trust, which was funded with a $10.8 million contribution from the Corporation in FY2015. Distributions from the trust to eligible shareholders are not taxable to the shareholders to the extent they are paid out of the current year or cumulative undistributed income of the trust.

The Corporation’s operations allow BBNC to provide meaningful career opportunities for our shareholders. During FY2015, our average number of shareholder employees increased by 20 for an average of 159 shareholders employed throughout the year. Total shareholder wages paid in FY2015 were $12.4 million. We continue to focus on expanding opportunities for shareholder employment and beginning in FY2016, will form a new shareholder development department dedicated solely to shareholder development programs.

CRITICAL ACCOUNTING ESTIMATESThe Corporation’s consolidated financial statements are prepared in accordance with generally accepted accounting principles. Significant accounting policies are discussed in (note 1) Nature of Operations and Summary of Significant Accounting Policies accompanying the consolidated financial statements of this report. In connection with the preparation of the financial statements, management is required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Amounts recognized in the financial statements from such estimates are necessary based on numerous assumptions involving varying and potentially significant degrees of judgment and uncertainty. Actual results may differ from management’s assumptions and estimates.

Areas in which accounting estimates could be different from the final results include estimates of total contract costs for fixed price contracts, the fair value of investments, intangibles and goodwill, and the tax valuation of oil and gas rights, and deferred tax assets.

SIGNIFICANT SOURCES AND USES OF CAPITALThe following table displays sources/uses of capital and capital structure for the fiscal year ended (in thousands):

FISCAL YEAR

2015 2014 2013

Sources/uses of capital

Cash flows from operating activities $ 89,618 120,534 30,489

Cash flows from investing activities (32,073) (141,115) (30,119)

Cash flows from financing activities (44,552) 31,838 (8,291)

Increase (decrease) in cash and

cash equivalents$ 12,993 11,257 (7,921)

Capital structure:

Short and long-term debt $ 111,144 112,006 49,155

BBNC shareholders' equity 349,376 330,897 296,732

Total capital $ 460,520 442,903 345,887

Debt to equity ratio 31.81% 33.85% 16.57%

OPERATING ACTIVITIESThe operating activity section of the statement of cash flows reconciles net income to the amount of cash provided by operating transactions. Cash flows from operating activities was $89.6 million which was primarily comprised of net income of $45.8 million plus depreciation expense of $24.9 million and other changes in working capital. For FY2014, in addition to $49.2 million in cash flows from net income, there was $60.3 million of cash generated from the sale of marketable securities which was used to partially fund the acquisition of Peak.

INVESTING ACTIVITIESInvesting activities include our acquisition and divestiture activities including portfolio related investment activity and other capital transactions. The increase in cash used from investment activities from FY2013 to FY2014 was primarily related to the $135.9 million cash outflow for the acquisition of Peak. Net cash activity from investment activity is typically consistent unless significant acquisition activity occurs during a fiscal year. FY2015 and FY2013 are reflective of the Corporation’s more normalized uses of cash for investing activities on a year-to-year basis.

FINANCING ACTIVITIESFinancing activities include transactions involving shareholder dividends, noncontrolling interests and borrowings and repayments of debt. Cash used by financing activities in FY2015 includes shareholder dividends of $27.3 million. The increase in cash provided by financing activities in FY2014 is mainly due to $60.0 million of long-term debt proceeds used to partially fund the Peak acquisiton. FY2015 and FY2013 are more reflective of uses of cash for financing activities on a year-to-year basis, absent any large acquisitons.

Our total capital structure consists of the original monies received by the Corporation under ANCSA on behalf of its shareholders, funds provided by debt financing arrangements, and accumulated earnings that have not been paid out in dividends. The overall increase in total capital in FY2015 is comprised of the fisal year earnings offset by dividends paid.

We continue to monitor the Corporation’s debt to equity ratio and intend to maintain an appropriate balance of debt and liquidity. Management expects that doing so will enable us to both meet our financial obligations and ready the Corporation to take advantage of strategic opportunites in the future.

BBNC retains ownership of approximately 3.1 million acres of subsurface and approximately 100,000 acres of surface real estate. BBNC shareholder’s equity does not include the value of lands conveyed as a result of ANCSA, which cannot be readily estimated. Consistent with most Alaska Native Corporations, the Corporation did not record a value for such lands due to the inability to establish the value of those lands at the time of conveyance, especially considering the time and expense of obtaining appraisals.

DIVIDENDS AND SHAREHOLDER BENEFITSThe following table displays total dividends paid in each of the fiscal years ended (in thousands):

FISCAL YEAR

2015 2014 2013

Regular dividends paid $ 16,204 14,583 13,502

Elder dividends paid and elders

settlement trust funding11,109 398 381

Total dividends paid and elders

settlement trust funding$ 27,313 14,981 13,883

Cummulative dividends paid, since

inception$ 164,377 137,064 122,083

Many of the benefits provided to our shareholders are a result of revenues derived from federal government contracting. The Corporation’s long-term strategy is to enhance its financial strength while paying increasing shareholder dividends and promoting educational and employment opportunities. The core of our success is our focus on education and protecting our cultural heritage. We are committed to training our future generations. Since 1986, the Corporation has provided educational scholarships to its shareholders pursuing

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BBNC Annual Report Two-Thousand and Fifteen | Independent Auditors' ReportBBNC Annual Report Two-Thousand and Fifteen | Ten Year Financial Summary 2524

INDEPENDENT AUDITORS’ REPORT The Board of Directors and Stockholders Bristol Bay Native Corporation:

We have audited the accompanying consolidated financial statements of Bristol Bay Native Corporation and its subsidiaries, which comprise the consolidated balance sheets as of March 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2015, and the related notes to the consolidated financial statements.

Management’s responsibility for the financial statementsManagement is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bristol Bay Native Corporation and its subsidiaries as of March 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2015, in accordance with U.S. generally accepted accounting principles.

TEN YEAR FINANCIAL SUMMARY(In thousands except share data, ratios, and percentages)

2015 2014 2013 2012 2011 2010 2009 2008 2007 2006

Revenues:

Investment income $ 11,442 25,167 14,254 5,537 14,935 23,282 (34,293) 2,334 7,503 18,631

Petroleum sales operations 811,253 1,011,443 1,097,607 1,173,249 948,873 791,736 994,918 993,676 796,558 601,977

Contract Services — — — — — — — 290,569 195,747 137,545

Oilfield Services 257,826 142,154 39,030 39,360 37,637 33,923 46,775 — — —

Construction 414,033 404,907 517,799 449,868 401,608 375,776 268,503 — — —

Government Services 228,720 240,823 282,821 287,186 256,247 152,199 102,296 — — —

Tourism 1,861 1,890 1,493 — — — — — — —

Natural Resources 10,186 8,396 6,524 9,877 7,648 3,965 12,706 7,331 5,538 3,369

Other income (1) 763 1,114 2,252 430 252 1,515 666 944 793 892

Total operating revenue 1,736,084 1,835,894 1,961,780 1,965,507 1,667,200 1,382,396 1,391,571 1,294,854 1,006,139 762,414

Costs and expenses (1) 1,662,248 1,753,661 1,892,521 1,898,335 1,597,930 1,346,170 1,394,362 1,285,723 983,611 734,424

Earnings (loss) from operations 73,836 82,233 69,259 67,172 69,270 36,226 (2,791) 9,131 22,528 27,990

Income tax benefit (expense), net

of extraordinary benefit(28,000) (33,047) (27,941) 3,054 (26,253) (4,289) 8,853 (3,500) (5,358) (5,809)

Earnings applicable to minority interests (945) (36) — — — — (888) (608) (1,074) (924)

Net earnings $ 44,891 49,150 41,318 70,226 43,017 31,937 5,174 5,023 16,096 21,257

Cash flow data:

Net cash provided by operating activities $ 89,618 120,534 30,489 36,975 17,484 5,631 56,439 19,483 15,370 13,534

Net capital expenditures 19,552 7,215 18,014 16,992 5,669 5,750 8,548 3,988 3,267 11,675

Addition (reduction) to long-term debt (862) 62,851 18,974 (11,648) (2,731) 6,884 (11,146) (3,787) 7,128 8,806

Dividends paid 27,313 14,981 13,883 12,070 7,453 6,913 6,481 5,941 5,185 4,568

Shareholder data:

Earnings per share $ 83.00 91.00 76.51 130.02 79.65 59.13 9.58 9.30 29.80 39.36

Dividends per share 30.00 27.00 25.00 22.00 13.80 12.80 12.00 11.00 9.60 8.60

Return on average stockholders’ equity 12.9% 15.7% 14.6% 29.2% 22.2% 19.6% 3.4% 3.3% 10.9% 15.9%

Financial position:

Cash and equivalents $ 62,464 49,471 38,214 46,135 35,118 25,521 26,170 21,687 9,822 7,522

Working capital (1) 83,572 59,827 37,931 71,655 10,469 27,479 34,340 24,650 19,304 9,496

Marketable equity securities at fair market

value133,445 136,807 176,781 115,202 97,830 84,820 59,645 89,431 98,112 103,925

Property, plant and equipment, at cost 170,630 174,337 70,263 56,940 46,481 46,748 47,170 44,387 45,027 40,484

Total assets 656,621 629,922 559,034 518,703 448,322 370,456 305,896 327,600 293,578 253,982

Long-term debt (including current

maturities)111,144 112,006 49,155 30,181 41,829 44,560 37,676 48,822 52,503 45,370

Stockholders’ equity 349,376 330,897 296,732 269,297 211,141 175,577 150,553 151,860 152,778 141,867

Ratios:

Current ratio (1) 1.4 1.3 1.2 1.3 1.1 1.2 1.3 1.2 1.2 1.1

Long-term debt to equity ratio 0.35 0.34 0.17 0.11 0.20 0.25 0.25 0.32 0.34 0.32

NOTES: (1) Marketable equity securities have not been included as part of current assets for this computation

Anchorage, Alaska

June 9, 2015

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BRISTOL BAY NATIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MARCH 31, 2015 AND 2014

(In thousands, except shares)

LIABILITIES AND STOCKHOLDERS’ EQUITY

2015 2014

Current liabilities

Notes payable (note 9) $ 780 17,113

Accounts payable 67,246 59,965

Accrued liabilities (notes 9, 10, 11 and 12) 83,250 73,965

Billings in excess of costs and earnings (note 1(l)) 17,619 17,184

Unclaimed dividends 512 710

Current maturities of long-term debt (note 10) 9,718 9,705

Deferred tax liability (note 12) 5,563 6,538

Total current liabilities 184,688 185,180

Long-term debt, less current maturities (note 10) 101,426 102,301

Deferred tax liability (note 12) 21,131 11,544

Total liabilities 307,245 299,025

Stockholders’ equity

Class A common stock, no par value. Authorized, 1,000,000

shares; issued and outstanding, 488,500 shares (note 2) 29,571 29,571

Class B common stock, no par value. Authorized, 300,000

shares; issued and outstanding, 51,600 shares (note 2) 3,124 3,124

Retained earnings 315,784 298,206

Total stockholders’ equity attributable to Bristol Bay Native Corporation 348,479 330,901

Noncontrolling interest 897 (4)

Total stockholders’ equity 349,376 330,897

Commitments and contingencies (notes 6, 9, 10, 11, 12, 13, and 14)

Total liabilities and stockholders' equity $ 656,621 629,922

See accompanying notes to consolidated financial statements.

BRISTOL BAY NATIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MARCH 31, 2015 AND 2014

(In thousands, except shares)

ASSETS

2015 2014

Current assets

Cash and cash equivalents $ 62,464 49,471

Marketable securities (notes 5, 7, and 10) 133,445 136,807

Accounts receivable:

Trade, net (note 8) 166,727 166,492

Natural resources (note 1(k)) 9,895 8,545

Inventories 3,968 4,460

Costs and earnings in excess of billings (note 1(l)) 23,104 14,476

Prepaid expenses and refundable taxes (note 12) 2,102 1,563

Total current assets 401,705 381,814

Investments in unconsolidated affiliates (note 6) 27,822 15,114

Other assets 10,229 10,734

Property, plant, and equipment, at cost (notes 1(h) and 10):

Land 12,333 12,333

Buildings 39,097 38,463

Leasehold improvements 19,963 19,963

Machinery and equipment 176,950 161,083

248,343 231,842

Less accumulated depreciation 77,713 57,505

170,630 174,337

Intangible assets, net (note 4) 9,442 11,130

Goodwill (notes 1(i) and 4) 36,793 36,793

Total assets $ 656,621 629,922

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BBNC Annual Report Two-Thousand and Fifteen | Consolidated Financial StatementsBBNC Annual Report Two-Thousand and Fifteen | Consolidated Financial Statements 2928

BRISTOL BAY NATIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY YEARS ENDED MARCH 31, 2015, 2014, AND 2013

(In thousands)

Common StockRetained Earnings

Total shareholders’

equity attributable

to Bristol Bay Native

CorporationNon controlling

Interests

Total stockholders’

equity

Class A Class B

Balance, April 1, 2012 $ 29,571 3,124 236,602 269,297 — 269,297

Dividends ($25.00 per share) — — (13,883) (13,883) — (13,883)

Net earnings — — 41,318 41,318 — 41,318

Balance, March 31, 2013 29,571 3,124 264,037 296,732 — 296,732

Dividends ($27.00 per share) — — (14,981) (14,981) — (14,981)

Net earnings — — 49,150 49,150 36 49,186

Distributions to noncontrolling interest — — — — (40) (40)

Balance, March 31, 2014 29,571 3,124 298,206 330,901 (4) 330,897

Dividends ($30.00 per share) — — (27,313) (27,313) — (27,313)

Net earnings — — 44,891 44,891 945 45,836

Distributions to noncontrolling interest — — — — (44) (44)

Balance, March 31, 2015 $ 29,571 3,124 315,784 348,479 897 349,376

See accompanying notes to consolidated financial statements.

BRISTOL BAY NATIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED MARCH 31, 2015, 2014, AND 2013

(In thousands, except shares and per share data)

2015 2014 2013

Revenues

Petroleum Distribution $ 811,253 1,011,443 1,097,607

Oilfield and Industrial Services 257,826 142,154 39,030

Construction 414,033 404,907 517,799

Government Services 228,720 240,823 282,821

Tourism 1,861 1,890 1,493

Investment Earnings (notes 5 and 6) 11,442 25,167 14,254

Natural Resources 10,186 8,396 6,524

Other 763 1,114 2,252

1,736,084 1,835,894 1,961,780

Costs and expenses

Cost of Petroleum Distribution 801,702 1,005,338 1,091,582

Cost of Oilfield and Industrial Services 235,667 122,754 35,451

Cost of Construction 399,522 385,243 487,077

Cost of Government Services 199,336 214,223 256,019

Cost of Tourism 1,903 2,027 1,637

Cost of Investment Management 2,333 928 1,392

Corporate General and Administrative Expense 16,167 16,830 12,686

Interest 2,391 1,987 1,560

Other 3,227 4,331 5,117

1,662,248 1,753,661 1,892,521

Earnings from operations 73,836 82,233 69,259

Income tax expense (note 12) 28,000 33,047 27,941

Net earnings 45,836 49,186 41,318

Less income attributable to noncontrolling interest (945) (36) —

Net earnings attributable to Bristol Bay Native Corporation $ 44,891 49,150 41,318

Earnings per share $ 83 91 77

Weighted average shares outstanding 540,100 540,100 540,100

See accompanying notes to consolidated financial statements.

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BRISTOL BAY NATIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED MARCH 31, 2015, 2014, AND 2013 (in thousands)

2015 2014 2013

Cash flows from operating activities:

Net earnings $ 45,836 49,186 41,318

Items not affecting cash:

Undistributed income from unconsolidated affiliates (187) (331) (279)

Loss of disposition of business unit — 2,417 —

Unrealized depreciation (appreciation) of marketable securities 3,164 (9,956) 712

Depreciation and amortization 24,896 16,399 10,393

Gain (loss) on disposal of property plant and equipment 51 (1,509) (18)

Gain on sale of marketable securities (9,816) (10,351) (10,424)

Gain on interest rate swap (50) (1,183) (93)

Deferred tax expense 8,612 8,360 672

Bad debt expense 765 305 654

Changes in operating assets and liabilities that provided cash, net of acquisitions:

Accounts receivable (2,350) 27,339 6,574

Costs and earnings in excess of billings (8,628) 2,588 (1,286)

Billings in excess of costs 435 (5,916) (449)

Recognition of forward losses on construction contracts 444 522 45

Net sale (purchase) of marketable securities 10,014 60,281 (51,867)

Inventories 492 (688) 717

Accounts payable 7,281 (21,792) 844

Accrued liabilities and other 8,659 4,863 32,976

Net cash provided by operating activities 89,618 120,534 30,489

Cash flows from investing activities:

Acquisition of businesses, net of cash acquired — (135,854) (11,365)

Proceeds from sale of business unit — 9,213 —

Investment in unconsolidated affiliates (12,521) (7,259) (740)

Additions to property, plant, and equipment (19,552) (7,215) (18,014)

Net cash used in investing activities (32,073) (141,115) (30,119)

Cash flows financing activities:

Proceeds from long-term debt 27,506 98,946 30,783

Repayment of long-term debt (28,368) (36,095) (11,809)

Notes payable (16,333) (15,992) (13,382)

Distributions to noncontrolling interests (44) (40) —

Dividends paid (27,313) (14,981) (13,883)

Net cash provided by (used in) financing activities (44,552) 31,838 (8,291)

Increase (decrease) in cash and cash equivalents 12,993 11,257 (7,921)

Cash and cash equivalents:

Beginning of year 49,471 38,214 46,135

End of year $ 62,464 49,471 38,214

Supplemental disclosure of cash flow information :

Cash paid (received) during the year for:

Interest $ 3,319 2,607 2,248

Income taxes (22,164) (23,987) (11,882)

See accompanying notes to consolidated financial statements.

BRISTOL BAY NATIVE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2015 AND 2014

(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) NATURE OF OPERATIONSThe operations of Bristol Bay Native Corporation (Corporation) include the following:

• Petroleum Distribution

• Oilfield and Industrial Services

• Construction

• Government Services

• Tourism

• Portfolio of public and private passive investments, some of which are

managed by outside investment managers

• Subsurface and other natural resource management

(B) PRINCIPLES OF CONSOLIDATIONThe accompanying consolidated financial statements include the accounts of the Corporation and its wholly, and majority owned, subsidiaries:

Bristol Resources, Inc.

Bristol Bay Corporate Services, Inc.

Bristol Bay Architects, Inc.*

Bristol Bay Parking, LLC

Bristol Bay Development LLC

Bristol Bay Private Equity Investments, LLC

Bristol Bay Development Fund LLC

AN-AN, C, LLC

PetroCard, Inc.

Bristol Bay Petroleum Properties, LLC

Bristol Bay Mission Lodge, LLC

Bristol Bay Resource Solutions, LLC

Bristol Construction Services, LLC

Bristol Design Build Services, LLC

Bristol Environmental Remediation Services, LLC

Bristol Engineering Services Corporation

Bristol Fuel Systems, LLC

Bristol General Contractors, LLC

Bristol Industries, LLC

Bristol Site Contractors, LLC

Bristol Prime Contractors, LLC

CCI Construction Services, LLC

CCI Energy and Construction Services, LLC

CCI Group, LLC

CCI, Inc.

CCI Mechanical, LLC

CCI Solutions, LLC

CCI General Contractors, LLC

Aerostar SES LLC

SES Construction and Fuel Services LLC

SpecPro Environmental Services LLC

Workforce Resources, LLC

SES Engineering & Design LLC

SES Electrical LLC

SES Civil Contractors LLC

SES Installation Support LLC

Badger Technical Services, LLC

Business Resource Solutions, LLC

DefendSafe, LLC

Eagle Applied Sciences LLC

Eagle Medical Services, LLC

Glacier Technical Solutions, LLC

Glacier Technologies LLC

JL-BBNC, LLC *

MedPro Technologies, LLC

SpecPro Asset Management, LLC

SpecPro, Inc.

SpecPro Professional Services, LLC

SpecPro Technical Services LLC

SpecPro Management Services, LLC

STS Systems Integration, LLC

STS Solutions & Training, LLC

TekPro Services, LLC

Page 19: Download BBNC Annual Report 2015

BBNC Annual Report Two-Thousand and Fifteen | Consolidated Financial StatementsBBNC Annual Report Two-Thousand and Fifteen | Consolidated Financial Statements 3332

Vista International Operations, Inc.

Vista Technical Services, LLC

Vista Defense Technologies, LLC

Peak Oilfield Service Company LLC

CCI Industrial Services, LLC

Kakivik Asset Management, LLC

Bristol Bay Alaska Tourism, LLC *

Bristol Earth Sciences, LLC *

KAM Resources Group, LLC *

*No significant activity in 2015, 2014 or 2013.

The Corporation consolidates majority owned subsidiaries that are not considered variable interest entities for which the Corporation exercises operational control. The Corporation will also consolidate any variable interest entities of which it is the primary beneficiary. The Corporation consolidates AN-AN, C, LLC as the primary beneficiary of a variable interest entity. Included in the Corporation’s consolidated balance sheet as of March 31, 2015, is $19,935,000 of assets and $14,057,000 of liabilities of AN-AN, C, LLC, consisting primarily of a building and the associated long term loan payable for the building. The Corporation contributed $6,463,000 of equity and guarantees the long term loan payable of AN-AN, C, LLC.

All significant intercompany accounts and transactions have been eliminated in consolidation.

(C) CASH AND CASH EQUIVALENTSCash and cash equivalents include cash and investments with initial maturities, at the time of purchase, of three months or less.

(D) MARKETABLE SECURITIESMarketable securities are used to supplement cash provided by operations in order to fund corporate overhead and shareholder dividends. The marketable securities are recorded at fair value and are classified as trading. The Corporation includes net unrealized gains and losses as a part of investment earnings. Realized gains or losses resulting from the sale of securities are also included in investment earnings. Cost of securities is determined using the first-in, first-out method.

(E) INVESTMENTS IN UNCONSOLIDATED AFFILIATESInvestments in unconsolidated affiliates are accounted for using the cost or the equity method, depending on whether the Corporation has the ability to exercise significant influence over operating and financial policies of an investee. Under the cost method, investments are carried at acquisition cost and distributions are recognized as income when received. Under the equity method, the Corporation’s share of affiliate earnings is included in income when earned, and distributions are credited to the investment when received. For flow-through entities (i.e., partnerships, limited liability companies, subchapter S corporations, etc.), the ability to exercise significant influence is presumed to exist if the percentage of ownership is equal to or greater than 5%. For other entities, significant influence is presumed to exist if the percentage of ownership is equal to or greater than 20%. The Corporation’s share of earnings or losses is

determined either by its respective ownership percentage or, when appropriate, by using the hypothetical liquidation at book value method (HLBV). When using the HLBV, the Corporation evaluates at each balance sheet date, the amount it would receive or be obligated to pay if the investee were liquidated. The difference between this amount at the beginning of the period compared to end of the period plus cash received from the investments during the period and less amounts contributed to the investment during the period, represents the Corporation’s earnings or losses for the period from such investment. Cost method investments are reviewed for impairment in the occurrence of a triggering event indicating impairment. Equity method investments are analyzed for impairment on an ongoing basis. An impairment charge is recorded whenever the fair value of the investment is considered to be less than the carrying amount and the impairment is considered other than temporary.

(F) TRADE ACCOUNTS RECEIVABLETrade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in existing accounts receivable. The Corporation determines the allowance based on its historical write off experience and current economic conditions. Past due balances over 60 days in a specified amount are reviewed individually for collectibility. All other balances are reviewed in aggregate. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Corporation does not have any off balance-sheet credit exposure related to its customers. The allowance for uncollectible accounts was $1,260,000 and $725,000 at March 31, 2015 and 2014, respectively.

(G) INVENTORIESInventories, which consist primarily of petroleum products, are stated at the lower of cost (principally, first-in, first-out) or market.

(H) PROPERTY, PLANT, AND EQUIPMENTProperty, plant, and equipment are recorded at cost. Depreciation of property, plant, and equipment is provided based on the estimated useful lives of the respective assets using the straight-line method. Estimated lives for buildings are 10 to 40 years, and for machinery and equipment, 3 to 10 years. Leasehold improvements are amortized straight-line over the shorter of the lease term or estimated useful life of the asset. The Corporation recorded depreciation expense of $23,208,000, $14,088,000 and $8,320,000 for the years ended March 31, 2015, 2014 and 2013, respectively.

The cost of current repairs and maintenance is charged to expense, while the cost of betterment is capitalized.

(I) GOODWILL AND INTANGIBLESGoodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually. The Corporation has an option to assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, the Corporation determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step goodwill impairment test is unnecessary. However, if the Corporation concludes otherwise, the Corporation is required to perform

the first-step of the two-step impairment test. Under the first-step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit, and the entity must perform step-two of the impairment test (measurement). Under step-two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, and the residual fair value after this allocation is the implied fair value of the reporting unit’s goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step-two does not need to be performed.

The Corporation performs its annual impairment review of goodwill at March 31, and when a triggering event occurs between annual impairment tests. No impairment loss was recorded in 2015, 2014 or 2013. The reporting units assessed for impairment include PetroCard (PC), SpecPro Technical Services (STS) group, and SpecPro Environmental Services (SES) group.

Intangible assets with finite lives are recorded at cost and are primarily amortized on a straight line basis over the estimated period of economic benefit. The Corporation reviews intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Recoverability of these intangible assets is assessed based on the undiscounted future cash flows expected to result from the use of the asset. If the undiscounted future cash flows are less than the carrying value, the purchased intangible assets are considered to be impaired. The amounts of the impairment loss, if any, is measured as the difference between the carrying amount of these assets and the fair value based on a discounted cash flow approach, or when available and appropriate, to comparable market values. The Corporation has not acquired intangible assets with indefinite lives.

(J) IMPAIRMENT OF LONG-LIVED ASSETSLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount, or fair value less the cost to sell.

(K) NATURAL RESOURCE REVENUESNatural resource revenues are derived from sand and gravel quarry operations, and natural resource revenues distributable to the Corporation from other Alaska Native Regional Corporations, under Section 7(i) of the Alaska Native Claims Settlement Act. Revenues distributable under Section 7(i) are recorded when received or when the amount is determined and receipt is assured. Natural resource revenues are recorded net of amounts distributable under Section 7(j).

(L) REVENUE AND COST RECOGNITIONIn general, the Corporation recognizes revenue when the following criteria are met: services have been performed or delivery has occurred, collection of the receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed and determinable.

The Corporation’s oilfield service, government service, and construction revenues are derived from fixed price, time and material, and cost plus contracts to provide services under various federal, state, and commercial contracts. Revenue on fixed price contracts is recognized by the percentage of completion method based on the proportion of costs incurred to date to management’s best estimate of total contract costs. Revenues from time and material contracts and cost plus contracts are recognized currently as the work is performed. Change orders are not included in contract revenue until agreed upon and approved by the customer and Corporation regarding both scope and price. Claims are not included in contract revenue until it is probable that the claim will result in additional contract revenue and the amount can be reliably estimated or when amounts have been received. Contract costs include all direct costs and any indirect, or overhead, costs allocable to contracts. Included in indirect or overhead are allocable general and administrative to the extent such costs are allowable under government procurement regulations and recoverable under the contract. Revisions in cost and profit estimates are made during the course of work and are reflected when facts that require revision become known. Provision for losses on uncompleted contracts is made in the period in which such losses are identified.

The costs and estimated earnings on contracts in progress include costs and estimated earnings on firm fixed price contracts. The following table reconciles costs incurred, earnings, and billings to date on contracts in progress at March 31 (in thousands):

2015 2014

Costs incurred on contracts in

progress to date$ 1,060,508 1,045,059

Estimated earnings to date 131,581 142,780

Contract revenue earned to date 1,192,089 1,187,839

Less billings to date (1,186,604) (1,190,547)

Contracts revenue adjustment

required to reflect percentage of

completion

$ 5,485 (2,708)

Included in the consolidated balance sheets are costs and estimated earnings on contracts in progress compared to billings and consist of the following, at March 31 (in thousands):

2015 2014

Costs and earnings in excess of

billings on uncompleted projects$ 23,104 14,476

Billings in excess of costs and

earnings on uncompleted contracts(17,619) (17,184)

$ 5,485 (2,708)

Costs and earnings in excess of amounts billed are classified as current assets under “costs and earnings in excess of billings.” Billings in excess of costs and earnings are classified under current liabilities as “billings in excess of costs and earnings.” Contract retentions are included in accounts receivable.

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BBNC Annual Report Two-Thousand and Fifteen | Consolidated Financial StatementsBBNC Annual Report Two-Thousand and Fifteen | Consolidated Financial Statements 3534

Where the Corporation acting in an agency capacity, by agreement, has transferred all significant risk to vendors, manufacturers, or purchasers, the Corporation records only the net profit in contract services revenues. Gross volume from such activity excluded from the financial statements totaled $11,297,000, $8,780,000 and $30,486,000 for fiscal years 2015, 2014 and 2013, respectively.

Revenue from petroleum sales is recognized when the related goods are sold and all significant obligations of the Corporation have been satisfied, which generally occurs at time of delivery. Petroleum revenues and the cost of petroleum operations, generated from purchases outside the PetroCard (PC) network, are recorded gross of state and federal fuel taxes. PC is not responsible for collecting or remitting fuel tax for petroleum revenues from fuel directly acquired by the Corporation. Included in petroleum sales operations and costs of petroleum sales operations is $87.3 million, $103.7 million and $107.8 million of state and federal fuel taxes for the years ended March 31, 2015, 2014 and 2013, respectively.

(M) INTEREST RATE SWAPFrom time to time the Corporation enters into interest rate swaps as a means to hedge against the uncertainty of future increases in interest rates on the Corporation’s long-term debt. The Corporation applies Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Topic 815, Derivatives and Hedging, which among other provisions requires that all interest rate swaps be recognized as either assets or liabilities in the consolidated balance sheet and measured at fair value. Gains and losses resulting from changes in the fair value are recorded in other comprehensive income when the swaps qualify for hedge accounting. The change in the fair value of swaps that do not qualify as a hedge must be included as part of earnings. The fair values of interest rate swaps are included in accrued liabilities with the effect on earnings included as part of interest expense. Notes 6, 9 and 10 on fair value, notes payable and long-term debt contain a description of any current interest rate swaps.

(N) INCOME TAXESThe Corporation and its subsidiaries file consolidated federal and state income tax returns. The Corporation accounts for income taxes on the liability method. Income tax expense includes income taxes currently payable and those deferred because of differences between the financial statement and tax basis of assets and liabilities. The Corporation records a valuation allowance to reduce the amount of the gross deferred tax assets to the amount that is more likely than not to be realized. Factors considered in determining the amount of the valuation allowance include historical levels of taxable income, projected levels of taxable income in future years, expected future Corporation trends in results from existing operations, and the scheduled reversal of deferred tax liabilities. Deferred tax liabilities are recorded as they arise.

The Corporation recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Corporation records penalties and interest related to unrecognized tax benefits as part of interest expense.

(O) USE OF ESTIMATESThe preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affected the amounts reported in the financial statements. These estimates are based on management’s current judgment and may differ from actual results. Significant items subject to estimates and assumptions include investments, accounts receivable, estimates of total contract costs for fixed price contracts, the fair value of investments, intangibles, and goodwill, and the tax valuation of oil and gas rights, and deferred tax assets.

(P) RECENTLY IMPLEMENTED ACCOUNTING PRONOUNCEMENTSIn April 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-08 Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for reporting discontinued operations. The Corporation early-adopted ASU No. 2014-08 in fiscal year 2014. In December 2013, PetroCard (PC) disposed of its lube business unit. This disposal does not represent a strategic shift that will have a major effect on the Corporation’s operations and financial results and does not qualify for discontinued operations reporting under ASU No. 2014-08. The pre-tax net income (loss) of the PC lube's business unit was $(1,989,000) and $(70,000) for years ended March 31, 2014 and 2013, respectively.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASC Update 2014-09 provides guidance for the recognition, measurement and disclosure of revenue related to the transfer of promised goods or services to customers. This update is effective for fiscal years beginning after December 15, 2016, for which early application is prohibited. The Corporation will begin application of ASC 2014-09 on April 1, 2017. The Corporation is evaluating the effect on its results of operations, financial position, and cash flows.

In April 2015, the FASB proposed deferring the effective date of ASC Update 2014-09 by one year and also proposed permitting early adoption of this update, but not before the original effective date.

In April 2015, the FASB issued ASC Update 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASC Update 2015-03 revises the presentation guidance for debt issuance costs related to a recognized debt liability. The effect of this update is to present the debt issuance costs as a direct deduction to the liability on the balance sheet and retrospective application is required. This update does not change the recognition and measurement guidance for debt issuance costs. This update is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Corporation will begin application of ASC 2015-03 on April 1, 2016. Adoption is not expected to have any incremental effect on results of operations, financial position, and cash flows.

(2) ALASKA NATIVE CLAIMS SETTLEMENT ACTThe Corporation is a regional corporation organized pursuant to the Alaska Native Claims Settlement Act of 1971 (ANCSA).

ANCSA provided for a monetary entitlement to be disbursed through the Alaska Native Fund to the regional and village corporations created under ANCSA and to certain regional corporation shareholders. The Corporation received $32,694,953 as its total proportionate share of the monetary entitlement.

The Corporation is also entitled under ANCSA to select and receive approximately three million acres of land, primarily subsurface estate. Stockholders’ equity includes net cash receipts from the U.S. government and the State of Alaska under ANCSA. Land and subsurface rights conveyed under ANCSA are not recorded because it is not reasonably possible to determine the value of the assets conveyed at this time. Of the Corporation’s entitlement of 3,079,553 acres, the Corporation has received interim conveyance to 434,874 acres of subsurface estate and has received patent to 2,593,893 acres. The Corporation has also received interim conveyance to 115,349 acres of surface and subsurface estate.

The Corporation’s Articles of Incorporation, in accordance with the requirements of ANCSA, provided for the issuance of 100 shares of common stock at the inception of the Corporation to each Alaska Native enrolled in the Bristol Bay region as follows:

• Class A shares to Alaska Natives enrolled in the Bristol Bay region who

are also enrolled in one of the village corporations in the region.

• Class B shares to Alaska Natives enrolled in the Bristol Bay region who

are not enrolled in one of the village corporations in the region. The

stockholders of Class B stock are referred to as “at large” shareholders.

This stock, stock dividends or distributions, and any other stock rights may not be sold, pledged, assigned, subjected to a lien or judgment execution, treated as an asset in a bankruptcy proceeding or otherwise alienated except in limited circumstances by court decree, by gift to certain relatives and by death. All holders of stock have the same economic rights.

During the period that restrictions on stock alienation are in effect, the stock carries voting rights only if the holder is an Alaskan Native or a descendant of an Alaskan Native, as defined in the amended ANCSA. As of March 31, 2015 and 2014, there were 9,213 and 8,949 holders of Class A stock and 918 and 872 holders of Class B stock, respectively. Among these stockholders, 9,067 and 857 hold voting stock at March 31, 2015, and 8,798 and 811 hold voting stock at March 31, 2014.

The outstanding stock of the Corporation will remain subject to restrictions on alienability unless a decision is made by shareholders pursuant to ANCSA to terminate the restrictions.

A quarterly distribution in the amount of $125 is made to each Elder that is an original shareholder and age 65 and older.

Under Section 7(i) of ANCSA, the Corporation is required to distribute annually 70% of the net resource revenues received from the Corporation’s timber and subsurface estate to all 12 Alaska Native Regional Corporations organized pursuant to ANCSA. Under Section 7(i) of ANCSA, the Corporation also redistributes 50% of revenues received under Section 7(i) of ANCSA to the Corporation’s village corporations and at-large shareholders.

In June 1982, an agreement was reached among the Native regional corporations settling several years of litigation concerning the meaning and application of Section 7(i). The settlement agreement sets past liabilities and establishes rules for the future by which distributable revenues will be determined. These consolidated financial statements comply with the settlement agreement.

(3) ACQUISITIONS

PEAK OILFIELD SERVICE COMPANY LLCIn November 2013, the Corporation acquired 100% of Peak Oilfield Service Company LLC (Peak), an oilfield services company, for total consideration of $137,890,000 funded through cash and debt financing.

The purchase price was allocated as follows (in thousands):

Assets:

Cash $ 2,036

Accounts receivable 24,481

Inventory 417

Cost and earnings in excess of billings 5

Other assets 1,162

Property, plant and equipment 111,988

Intangibles:

Trade names (amortized over 11 years) 1,122

Customer relationships (amortized over 5 years) 1,683

Noncompete agreements (amortized over 5 years) 701

Total Assets 143,595

Liabilities:

Accounts payable 2,414

Accrued liabilities 3,291

Total liabilities 5,705

Net assets acquired $ 137,890

The Corporation incurred $3,100,000 of acquisition related costs, which are included in corporate general and administrative expense in the Consolidated Statements of Operations for the year ended March 31, 2014.

Peak’s operating results are included in the consolidated statement of operations in the Oilfield and Industrial Services line of business.

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(4) GOODWILL AND INTANGIBLESThe change in the carrying amount of goodwill for the years ended March 31, 2015 and 2014 are as follows (in thousands):

Balance as of March 31, 2013 40,193

Disposition of PC lube’s business unit (3,400)

Balance as of March 31, 2015 and 2014 36,793

The changes in the carrying amount of intangibles for the years ended March 31, 2015 and 2014 are as follows (in thousands):

SES PC ASL BBML PEAK TOTAL

Balance as of March 31, 2013 $ 881 4,290 4,588 176 — 9,935

Acquisitions

Customer relationships — — — — 1,683 1,683

Noncompete agreements — — — — 701 701

Tradenames — — — — 1,122 1,122

Amortization

Customer relationships (881) (399) (234) (43) (140) (1,697)

Noncompete agreements — — (309) — (59) (368)

Tradenames — — (91) — (42) (133)

Contractual backlog — — (113) — — (113)

Balance as of March 31, 2014 — 3,891 3,841 133 3,265 11,130

Acquisitions

Customer relationships — — — — — —

Noncompete agreements — — — — — —

Tradenames — — — — — —

Amortization

Customer relationships — (319) (234) (43) (337) (933)

Noncompete agreements — — (309) — (140) (449)

Tradenames — — (91) — (102) (193)

Contractual backlog — — (113) — — (113)

Balance as of March 31, 2015 $ — 3,572 3,094 90 2,686 9,442

Estimated amortization expense for the next five years is $2.3 million in 2016, $2.2 million in 2017, $1.8 million in 2018, $1.7 million in 2019 and $1.4 million in 2020.

(5) MARKETABLE SECURITIESThe cost and fair value of marketable securities included in the trading portfolio at March 31 are as follows (in thousands):

2015

COST

GROSS UNREALIZED

GAINS

GROSS UNREALIZED

LOSSES FAIR VALUE

Money market mutual funds $ 12,154 — — 12,154

Equities:

Domestic 47,955 20,150 (1,662) 66,443

International 24,404 5,073 (1,728) 27,749

Mutual Funds 13,226 307 (428) 13,105

Fixed income securities

Government 3,866 30 — 3,896

Government-sponsored 3,592 20 — 3,612

International government 255 — (1) 254

Mortgage-backed 460 17 — 477

Corporate – domestic 5,120 108 (30) 5,198

Corporate – international 618 — (61) 557

$ 111,650 25,705 (3,910) 133,445

2014

COST

GROSS UNREALIZED

GAINS

GROSS UNREALIZED

LOSSES FAIR VALUE

Money market mutual funds $ 14,544 — — 14,544

Equities:

Domestic 48,020 22,226 (866) 69,380

International 17,285 3,796 (967) 20,114

Mutual Funds 18,279 1,002 (327) 18,954

Fixed income securities

Government 224 12 — 236

Government-sponsored 3,276 — — 3,276

International government 369 — (34) 335

Mortgage-backed 1,770 — (1) 1,769

Corporate – domestic 7,256 145 (13) 7,388

Corporate – international 825 — (14) 811

$ 111,848 27,181 (2,222) 136,807

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The Corporation’s revolving note agreement, disclosed in note 10, requires a money market value of 95% plus marketable equity securities in an amount greater than 75% of the outstanding loan balance maintained in a custodian account administered by the bank.

Investment earnings consist of the following (in thousands):

YEAR ENDED MARCH 31

2015 2014 2013

Dividends $ 1,854 2,199 2,590

Interest 503 664 809

Gain on sale of marketable securities, net 9,816 10,351 10,424

Unrealized (depreciation) appreciation of

marketable securities(3,164) 9,956 (712)

$ 9,009 23,170 13,111

(6) INVESTMENTS IN UNCONSOLIDATED AFFILIATESIn July 2010, the Corporation made a $5,000,000 commitment to invest in the Siguler Guff Distressed Opportunities Fund IV, Limited Partnership, of which it owns less than a 1% interest. As of March 31, 2015 and 2014, the Corporation has funded $4,175,000 and $3,600,000, respectively, of the commitment. The Corporation accounts for this investment using the cost method.

In March 2009, the Corporation purchased a 10% interest in CenterPoint West, LLC, for $2,229,000. The purpose of the LLC is to construct and operate a commercial office building in Anchorage, Alaska. In connection with the purchase, during 2010, the Corporation contributed an additional $1,221,000 to the LLC, bringing its total investment contributions to $3,450,000. The Corporation accounts for this investment using the equity method, and reports its share of earnings or losses within other revenue.

Summarized financial information for CenterPoint West, LLC is as follows (in thousands):

YEAR END MARCH 31

2015 2014 2013

Net income $ 388 565 2,787

Partner distribution 450 5,800 2,100

Equity 25,540 25,602 30,837

In September 2011, the Corporation purchased a 45% interest in First Alaska Capital Partners – Gas Storage, LLC for $1,740,000. Total net income for First Alaska Capital Partners – Gas Storage, LLC was $1,100,000 during fiscal year 2015. There was no income during fiscal year 2014. Total Partner distributions for First Alaska Capital Partners – Gas Storage, LLC was $1,100,000 and $1,202,000 during fiscal years 2015 and 2014, respectively. Total equity for First Alaska Capital Partners – Gas Storage, LLC was $2,665,000 at March 31, 2015 and 2014, respectively. The Corporation’s total capital contribution requirement is

not to exceed $3,825,000. The Corporation accounts for this investment using the equity method, and reports its share of earnings or losses within other revenue.

In June 2013, the Corporation purchased a 5% interest in JL Office Tower, LLC for $2,075,000. The purpose of the LLC is to operate a commercial office building in Anchorage, Alaska. As of March 31, 2015, the equity for JL Office Tower, LLC was $32,692,000, net income was $786,000, and partner distributions were $500,000 for the fiscal year ended March 31, 2015. As of March 31, 2014, the equity for JL Office Tower, LLC was $32,406,000, net income was $740,000, and partner distributions were $600,000 for the fiscal year ended March 31, 2014. The Corporation accounts for this investment using the equity method, and reports its share of earnings or losses within other revenue.

In June 2013, the Corporation purchased a 17.5% interest in JL Denali Tower, LLC for $1,750,000. The Corporation is a Class B member of which no profit or loss is allocated to the Corporation. As a Class B member, the Corporation does not have the ability to exercise any influence over operating and financial policies of the LLC. Class B members receive a preferred distribution of 8% of the Corporation’s capital contributions. The Corporation accounts for this investment using the cost method.

In July 2013, the Corporation made a $5,000,000 commitment to invest in the KKR North America Fund XI Limited Partnership, of which it owns less than a 1% interest. As of March 31, 2015 and 2014, the Corporation has funded $2,480,000 and $2,165,000, respectively, of the commitment. The Corporation accounts for this investment using the cost method.

In September 2013, the Corporation made a $4,000,000 commitment to invest in the KKR Asian Fund II, Limited Partnership, of which it owns less than a 1% interest. As of March 31, 2015 and 2014, the Corporation has funded $1,162,000 and $514,000, respectively, of the commitment. The Corporation accounts for this investment using the cost method.

In August 2013, the Corporation purchased an initial 10% interest in International Office Building, LLC and subsequently, in October 2014, the Corporation purchased an additional 10% interest for a total purchase price of $3,538,000. The purpose of the LLC is to operate a commercial office building in Anchorage, Alaska. As of March 31, 2015 and 2014, the equity for International Office Building, LLC was $14,468,000 and $13,059,000, respectively. For the year ending March 31, 2015, net losses for International Office Building, LLC was $532,000. There was no income for the year ended March 31, 2014, as the building was still under construction. The Corporation accounts for this investment using the equity method, and reports its share of earnings or losses within other revenue.

In April 2014, the Corporation purchased a 24% interest in JL-LFGTE, LLC for a total $3,000,000 commitment. In September 2014, the LLC operating agreement was amended to include an additional member, reducing the Corporations interest to 20%. As of March 31, 2015, the Corporation has funded $2,579,000 of the commitment. The purpose of the LLC is to partially fund an entity to acquire, build, and operate landfill gas to energy projects in various locations. The LLC’s year end is December 31, 2014. As of December 31, 2014, the equity for JL-LFGTE, LLC was $11,445,000, net losses were $1,537,000, and partner distributions were $175,000 for the fiscal year ended December 31, 2014. Pursuant to the operating agreement partner distributions differ from the ownership interest including liquidation, and accordingly, the company is using the HLBV method to recognize earnings or losses from this investment, and reports its share of earnings or losses within other revenue.

In March 2014, the Corporation purchased a 99.99% interest in JL-BBNC, LLC, which owns a 16.67% interest in JL-FX Hotel Development, LLC, for $4,000,000. The purpose of the LLC is to construct and operate a hotel in Orlando, Florida. JL-BBNC, LLC accounts for their interest in JL-FX Hotel Development, LLC using the equity method. Accordingly, the Corporation consolidates the results of the equity method, and reports its share of earnings and losses within other revenue. As of March 31, 2015, the equity of JL-FX Hotel Development, LLC was $19,880,000. No income has been generated from operations as the Development is currently under construction.

In November 2014, the Corporation purchased a 50% interest in JL-BBNC Mezz Utah, LLC for $2,500,000. The purpose of the LLC is to make loans to an entity. As of March 31, 2015, the equity for JL-BBNC Mezz Utah, LLC was $5,003,000, net income was $153,000 and partner distributions were $150,000 for the fiscal year ended March 31, 2015. The Corporation accounts for this investment using the equity method, and reports its share of earnings or losses within other revenue.

Investment earnings include the following (in thousands):

YEAR END MARCH 31

2015 2014 2013

Earnings on cost method investments $ 547 280 —

Earnings from unconsolidated affiliates 164 331 279

Lease revenue from portfolio 1,722 1,386 457

Gain on sale of unconsolidated affiliates — — 407

$ 2,433 1,997 1,143

(7) FAIR VALUE MEASUREMENTSFASB ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for

identical assets or liabilities that the Corporation has the ability to

access at the measurement date.

• Level 2 inputs are inputs other than quoted prices included within

Level 1 that are observable for the asset or liability, either directly or

indirectly.

• Level 3 inputs are unobservable inputs for the asset or liability.

FAIR VALUE MEASUREMENTS ON A RECURRING BASISFinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Corporation assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their level within the fair value hierarchy.

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and 2014 at each hierarchical level:

MARCH 31, 2015

TOTAL LEVEL 1 LEVEL 2 LEVEL 3

Assets

Trading securities:

Money market funds $ 12,154 12,154 — —

Equities:

Domestic 66,443 66,443 — —

International 27,749 27,749 — —

Mutual funds 13,105 13,105 — —

Fixed income securities:

Government 3,896 3,896 — —

Government – sponsored 3,612 3,612 — —

International government 254 254 — —

Mortgage-backed 477 — 477 —

Corporate – domestic 5,198 5,198 — —

Corporate – international 557 557 — —

Total trading securities $ 133,445 132,968 477 —

Liabilities

Interest rate swaps $ (501) — — (501)

MARCH 31, 2014

TOTAL LEVEL 1 LEVEL 2 LEVEL 3

Assets

Trading securities:

Money market funds $ 14,544 14,544 — —

Equities:

Domestic 69,380 69,380 — —

International 20,114 20,114 — —

Mutual funds 18,954 18,954 — —

Fixed income securities:

Government 236 236 — —

Government – sponsored 3,276 3,276 — —

International government 335 335 — —

Mortgage-backed 1,769 — 1,769 —

Corporate – domestic 7,388 7,388 — —

Corporate – international 811 811 — —

Total trading securities $ 136,807 135,038 1,769 —

Liabilities

Interest rate swaps $ (551) — — (551)

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FAIR VALUE OF FINANCIAL INSTRUMENTSThe Corporation, using market information and appropriate valuation methodologies, has determined the estimated fair value of financial instruments. However, the estimates are not necessarily indicative of the amounts that the Corporation could realize in a current market exchange.

The carrying amounts of cash and cash equivalents, marketable securities, notes payable, accounts payable, accrued liabilities, unclaimed dividends, and long term debt are considered a reasonable estimate of their fair value. Variable interest rates that are currently available to the Corporation for the issuance of debt were used to estimate the fair value of long term debt and notes payable.

(8) ACCOUNTS RECEIVABLE, TRADEYEAR END MARCH 31

2015 2014

Accounts receivable, trade (in thousands)

Billed accounts receivable $ 163,931 164,471

Unbilled accounts receivable 3,625 2,066

Contract retainage 431 680

Accounts receivable, trade 167,987 167,217

Less allowance for doubtful accounts (1,260) (725)

Total accounts receivable, trade, net $ 166,727 166,492

(9) NOTES PAYABLENotes payable consists of the following (in thousands):

MARCH 31

2015 2014

$60,000,000 bank line of credit, interest

based at PC’s option at LIBOR plus 0.80%

(1.07% at March 31, 2015), secured by PC’s

accounts receivable

$ — 16,333

$780,000 short-term notes payable by PC to

village corporations, interest at 2.25%, notes

due on September 30, 2015, and October 31,

2015 guaranteed by the corporation

780 780

$ 780 17,113

PC entered into the Third Amendment to the September 30, 2010 Wells Fargo line of credit as amended, effective in September 2014. The maximum borrowings available under the facility are $60.0 million, and borrowing capacity was determined on a borrowing base of 80% of eligible accounts receivable which secures the line of credit. As of March 31, 2015, PC’s eligible accounts receivable

totaled $31,248,000. This amended line of credit expires on August 31, 2017, and includes financial covenant requirements that PC maintain a minimum tangible net worth and a minimum fixed charge coverage rate.

On April 27, 2009, PC entered into a swap agreement on a $15,000,000 notional amount on its line of credit with a fixed interest rate of 2.43% with a maturity date on July 1, 2012. This swap agreement was amended effective August 1, 2011, to 1.60% and a maturity date on January 1, 2015. The termination liability of this swap as amended at March 31, 2014, was $172,000, and is included in accrued liabilities. The change in the fair market value of the swap decreased interest expense by $172,000, $176,000 and $71,000 in fiscal years 2015, 2014 and 2013, respectively.

On September 30, 2010, PC entered into a swap agreement on a $10,000,000 notional amount on its line of credit with a fixed interest rate of 2.74%. This swap agreement matured on January 1, 2014. The termination liability of this swap at March 31, 2013, was $214,000 and was included in accrued liabilities. The termination liability of the swap decreased interest expense by $214,000 in 2014 and by $222,000 in 2013.

(10) LONG-TERM DEBTLong-term debt consists of the following (in thousands):

MARCH 31

2015 2014

$75,000,000 revolving note payable to bank, interest based

upon the London Interbank Offering Rate (LIBOR) in effect

as draws are made plus 0.3% (0.57% at March 31, 2015),

collateralized by marketable securities, commitments expire

June 1, 2016

$ 44,136 35,355

$11,120,000 term loan payable to bank, interest

based upon LIBOR in effect at month-end plus 0.65% (0.92% at

March 31, 2015) payable in monthly payments of $62,000 for 10

years starting July 2006, the balance remaining due July 2016,

secured by a deed of trust on the Bristol Bay Building and

guaranteed by the Corporation

4,633 5,313

$14,700,000 term loan payable to bank, interest based upon the

LIBOR in effect plus 1.70% (1.97% at March 31, 2015) payable in

monthly amortizing payments for 8 years starting December

2012, the balance remaining due December 2019, secured by a

deed of trust on a building and assignment of rents

13,803 14,195

$60,000,000 term loan payable to bank interest based

upon the LIBOR in effect plus a margin ranging from

1.75 to 3.50% based on a quarterly ratio of funded debt

to EBITDA (2.52% at March 31, 2015) payable in monthly

payments of $714,000 for five years starting November 2013,

the balance remaining due October 2018, secured by assets of

Peak and guaranteed by the Corporation

48,572 57,143

111,144 112,006

Less current maturities (9,718) (9,705)

$ 101,426 102,301

Scheduled principal payments on long-term debt are as follows:

2016 $ 9,718

2017 57,021

2018 9,010

2019 23,307

2020 12,088

Thereafter —

Total $ 111,144

The revolving note agreement requires a money market collateral value be 95% plus marketable equity securities in an amount greater than 75% of the outstanding loan balance maintained in a custodian account administered by the bank. The revolving note has an issued letter of credit in the amount of $825,000.

The $14,700,000 term loan payable has certain financial loan covenants that consists of a minimum basic fixed charge coverage ratio, unencumbered liquid assets, and debt service coverage ratio.

The $60,000,000 term loan payable has certain financial loan covenants that consists of a minimum basic fixed charge coverage ratio, debt service coverage ratio, current ratio, funded debt to borrower EBITDA ratio, net worth ratio, and funded debt ratio.

In March 2012, the Corporation entered into a revolving note payable to a bank, amended and restated in May 2014, for $30,000,000, interest based upon LIBOR in effect, as draws are made, plus a margin ranging from 1.10% to 1.45%, secured by accounts receivable of the Corporation, commitments expire on October 1, 2016. There is no outstanding amounts payable on this revolving note at March 31, 2015 and 2014.

On June 5, 2009, through an interest rate swap agreement, the Corporation changed the interest rate on a portion of the outstanding revolving note to fix the floating LIBOR. Through August 1, 2012, the fixed rate was 1.755%. This swap matured on August 1, 2012. The change in the fair market value of the swap decreased interest expense by $25,000 in 2013.

On June 24, 2005, through an interest rate swap agreement, the Corporation changed the interest rate on the $11,120,000 term loan to a fixed rate. Through June 30, 2016, the term loan bears a fixed interest rate of 5.01%. The swap’s fair value of the estimated termination liability of $247,000 and $469,000 at March 31, 2015 and 2014, respectively, is included in accrued liabilities. The change in the fair market value of the swap decreased interest expense by $222,000 in 2015, $273,000 in 2014 and $205,000 in 2013.

On December 1, 2012, through an interest rate swap agreement, the Corporation changed the interest rate on the $14,700,000 term loan to fix the floating LIBOR. Through December 1, 2019, the fixed rate is 1.716%. The swap’s fair value of the estimated termination asset (liability) of $(254,000) at March 31, 2015 and $90,000 at March 31, 2014, is included in accrued liabilities and other assets, respectively, increasing interest expense by $344,000 in 2015, decreasing interest expense by $520,000 in 2014, and increasing interest expense by $430,000 in 2013.

(11) BENEFIT PLANSThe Corporation maintains a 401(k) savings plan that contains a safe harbor matching contribution up to 5% of covered wages for all contributing employees. In addition, at the discretion of the Corporation’s Board of Directors, the Corporation may make a profit sharing contribution to the plan. Employee contributions were matched up to 5% of the employees’ salaries in 2015, 2014 and 2013, respectively. Amounts expensed for the plan for the years ended March 31, 2015, 2014 and 2013 were $11,736,000, $12,739,000 and $12,505,000, respectively. Kakivik maintained a separate contributory 401(k) savings plan for its employees through December 31, 2012. At January 1, 2013, the Kakivik 401(k) savings plan was frozen and subsequently merged into the Corporation 401(k) savings plan. Amounts expensed for the Kakivik plan for the year ended March 31, 2013, were $568,000.

The Corporation is self-insured for healthcare, which covers the majority of employees of the Corporation and its wholly owned subsidiaries. The cost of providing the benefits for employees and dependents is limited to agreed-upon stop-loss levels of $500,000 per claim. At March 31, 2015 and 2014, the Corporation had accrued liabilities of approximately $2,885,000 and $3,083,000.

The Corporation has a large deductible insurance plan for workers’ compensation covering all employees except foreign employees and employees in the states of Washington, North Dakota, Wyoming and Ohio. At March 31, 2015 and 2014, the Corporation had accrued liabilities recorded of approximately $2,879,000 and $2,067,000, of which $2,538,000 and $1,632,000, respectively, was for workers’ compensation claims incurred but not reported. At March 31, 2015 and 2014, the Corporation had a $3,200,000 letter of credit balance held by its workers’ compensation insurer pursuant to the terms of a collateral agreement with the insurer.

(12) INCOME TAXESThe components of income tax expense (benefit) for the years ended March 31, 2015, 2014 and 2013 are as follows (in thousands):

2015 2014 2013

Currently payable federal and state taxes $ 19,388 24,687 27,269

Deferred tax expense 8,612 8,360 672

$ 28,000 33,047 27,941

Page 24: Download BBNC Annual Report 2015

BBNC Annual Report Two-Thousand and Fifteen | Consolidated Financial StatementsBBNC Annual Report Two-Thousand and Fifteen | Consolidated Financial Statements 4342

Income tax expense (benefit) differs from the amounts computed by applying the U.S. federal income tax rate of 35% for 2015, 2014 and 2013 to pretax income as a result of the following (in thousands):

2015 2014 2013

Computed expected tax expense $ 25,509 28,768 24,241

State income tax (benefit) expense,

net of federal effect3,504 4,229 2,453

Benefit of permanent differences (385) (529) (365)

Change in net operating loss estimates

and carryforward items — — 1,832

Other (628) 579 (220)

$ 28,000 33,047 27,941

The income tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at March 31, 2015 and 2014 are presented below:

2015 2014

Deferred tax assets

Net operating loss – federal and state $ 182 242

Forward contract losses/impairments 693 1,025

Accounts receivable allowance 518 301

Interest rate swaps 101 264

Incurred-but-not-reported claims 1,118 952

Accrued liabilities 1,186 1,449

Total gross deferred tax assets 3,798 4,233

Deferred tax liabilities

Fixed assets (16,703) (8,803)

Intangibles (2,140) (1,804)

Unrealized gain on investments (8,960) (10,261)

Prepaid expenses and other (291) (236)

Investment in joint ventures (2,398) (1,211)

Total gross deferred tax liabilities (30,492) (22,315)

Net deferred tax liability $ (26,694) (18,082)

The Corporation has an income tax receivable at March 31, 2015, of $530,000 and an income tax payable at March 31, 2014, of $2,168,000 included in refundable taxes and accrued liabilities, respectively.

During 2012, the Corporation sold the oil and gas rights to 37,000 acres for $1,000 and recognized a loss of approximately $153,400,000 for tax purposes. The tax loss offset taxable income and generated a net operating loss that was carried back to its March 31, 2011 and 2010 tax returns for a refund of

$11,000,000. Approximately $24,700,000 of net operating loss carryforwards were available and used to offset taxable income for the year ended March 31, 2013. In July 2013, the Corporation was notified by the IRS of its intent to examine the Corporation’s consolidated federal income tax return for the year ended March 31, 2012 and the amount of net operating loss available for carryback to the March 31, 2011 and 2010 tax years. The examination is currently underway with the primary focus being the loss recognized on the sale of the oil and gas rights in 2012. The Corporation and its subsidiaries are open to examination for tax years March 31, 2010 through March 31, 2015.

It is not practicable to determine the tax basis of most of the Corporation’s ANCSA lands and it is not known if they will provide future tax benefits. Therefore, no tax value has been assigned to them consistent with the accounting treatment for financial reporting.

In assessing the realizability of deferred tax assets, management considers whether it is probable that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

(13) LEASESPC leases most of its fueling sites and administrative office space under noncancelable operating leases, which expire at various times through 2024. Peak Oilfield Service Company leases most of its operational sites and administrative office space under noncancelable operating leases which expire at various times through 2025. CCI Industrial Services leases a warehouse and administrative offices under leases that expire through 2025. Some of the PC leases also require a contingent rent based upon gallons of fuel sold. Included in total rental expenses are contingent rents of $290,000, $317,000 and $124,000, respectively. At March 31, 2015, the minimum rental commitments under noncancelable operating leases payable over the remaining lives of the leases are as follows (in thousands):

Minimum Rentals

2016 $ 7,643

2017 6,675

2018 5,689

2019 5,031

2020 3,961

Thereafter 10,065

Total $ 39,064

Total rental expense charged to operations in 2015, 2014 and 2013 was $8,378,000, $6,992,000 and $6,654,000, respectively.

Commencing in November 2012, the Corporation entered into a noncancelable operating lease of a building and land with a tenant expiring in 10 years. This building under lease had an aggregate cost and accumulated depreciation of $15,695,000 and $903,000 at March 31, 2015, and an aggregate cost and accumulated depreciation of $15,695,000 and $500,000 at March 31, 2014, respectively.

At March 31, 2015, the minimum future rental revenues under this noncancelable operating lease are as follows (in thousands):

Minimum Rentals

2016 $ 1,455

2017 1,499

2018 1,544

2019 1,590

2020 1,667

Thereafter 9,692

Total $ 17,447

(14) CONTINGENCIESIn the normal course of business, the Corporation may be a participant in legal proceedings related to the conduct of its businesses that will result in contingent liabilities or contingent assets that are not reflected in the accompanying consolidated financial statements. In the opinion of management, the financial position, results of operations or liquidity of the Corporation will not be materially affected by any such current legal proceeding.

The Corporation has entered into contracts to provide services to commercial and government agencies. The majority of these contracts are subject to audits and potential adjustments by the respective customer. At this time, there are no pending audits or audit adjustments on the government contracts. Management believes that any adjustments that could potentially be made under the contract will not have significant impact on the Corporation’s financial position, results of operation, or liquidity.

(15) CREDIT RISKThe Corporation maintains its cash in accounts with third party financial institutions which, at times, may exceed federally insured limits. The Corporation has not experienced any losses in such accounts.

(16) CONCENTRATION OF REVENUE AND RECEIVABLESDuring 2015, 2014 and 2013, 87%, 86% and 93%, respectively, of the Corporation’s government and construction services revenues were derived from contracts with U.S. government agencies. A significant portion of these contracts were granted under the Small Business Administration (SBA) 8(a) program that exempts U.S. government granting agencies from certain federal procurement regulations when awarding contracts to 8(a) participants. The SBA further exempts awarding agencies from certain contract size limitations when awarding contracts to 8(a) participants owned by Alaska Native Corporations. Changes in U.S. government spending, the 8(a) program, or both, could have a significant positive or negative impact on the liquidity, results of financial operations, and financial condition of the Corporation. As of March 31, 2015 and 2014, 40% and 49%, respectively, of trade accounts receivable are due from government agencies.

(17) SUBSEQUENT EVENTSOn May 29, 2015, the Board of Directors of the Corporation declared an $8.10 share dividend payable to shareholders of record of Class A and B stock as of May 15, 2015. The dividend was paid on June 5, 2015. The total dividend amount was approximately $4,375,000.

The Corporation has evaluated subsequent events from the consolidated balance sheet date through June 9, 2015, the date at which the consolidated financial statements were available to be issued, and determined there are no other items to disclose.

Page 25: Download BBNC Annual Report 2015

BBNC Annual Report Two-Thousand and Fifteen | Audit Committee Report 4544 BBNC Annual Report Two-Thousand and Fifteen | Statement of Management Responsibility

STATEMENT OF MANAGEMENT RESPONSIBILITY Management is responsible for the fairness, integrity and objectivity of the Corporation's financial statements including all related information included in this Annual Report. The statements and related information are prepared in accordance with generally accepted accounting principles.

We believe that fostering an environment conducive to good internal control is a basic responsibility. Management maintains a system of internal accounting controls which provides reasonable assurance that assets are safeguarded and transactions are properly executed and recorded in accordance with the Corporation's policies for conducting business. This system includes policies which required adherence to ethical business standards and compliance with laws to which the Corporation is subject. The internal controls process is monitored by direct management review as well as independent review.

The Board of Directors, through its Audit Committee, is responsible for determining that management fulfills its responsibility with respect to the Corporation's financial statements and the system of internal accounting controls (see the Audit Committee's report on the previous page).

Management acknowledges its responsibility to provide financial information that is reliable, representative of the Corporation's operations, and relevant for a meaningful appraisal of the Corporation. We believe that our control process meets this responsibility.

AUDIT COMMITTEE REPORT JUNE 9, 2015

Bristol Bay Native Corporation Shareholders:

The BBNC Audit Committee, consisting of four directors, is pleased to issue this report. The primary responsibilities of the Audit Committee are to ensure that the Corporation’s accounts are properly maintained and adequately verified by the Company’s public accountants, to review and approve major changes in the Corporation’s accounting policies and to report to the full Board of Directors upon the foregoing.

To fulfill our duties, we met with the public accountants and the Corporation's chief financial officer on two occasions during the 2015 fiscal year.

Among other matters discussed and reviewed at the meetings were the scope of the audit to be performed by the public accountants and the associated work plan, areas of identified risk and focus, the results of the public accountant’s audit, the adequacy of the Corporation’s system of internal controls, the appropriateness of the Corporation’s accounting policies and the public accountant’s opinion regarding the financial statements prepared by the Corporation.

We believe that the committee has been informed fully by management and the public accountants regarding the accounting and financial aspects of the Corporation. Nothing of any material nature has come to our attention.

We thank all those involved for their cooperation and assistance in our efforts to fulfill our Audit Committee responsibilities.

Daniel P. Seybert

Committee Chairman

Joseph L. Chythlook

Chairman, Board of Directors

Jason Metrokin

President and Chief Executive Officer

Jeffrey E. Sinz

Senior Vice President & Chief Financial Officer

Page 26: Download BBNC Annual Report 2015

47BBNC Annual Report Two-Thousand and Fifteen | Board of Directors and Senior Management TeamBBNC Annual Report Two-Thousand and Fifteen | Board of Directors and Senior Management Team46

BBNC BOARD

OF DIRECTORS AND SENIOR

MANAGEMENT TEAM

BOARD OF DIRECTORS (TOP PHOTO)

Back row: Karl Hill, Daniel P. Seybert, Russell S. Nelson,

H. Robin Samuelsen Jr., Everette Anderson, Peter Andrew Jr.,

Melvin C. Brown, Robert Clark, and Shawn Aspelund

Front row: Dorothy M. Larson, Joseph L. Chythlook, and Marie Paul

SENIOR

MANAGEMENT TEAM (BOTTOM PHOTO)

Daniel Cheyette, Sara Peterson, Andria Agli, Jeffrey Sinz,

Nancy Schierhorn, Ryan York, Greta Goto, Jason Metrokin,

April Ferguson, William Gornto, Rick Baird, and Scott Torrison

Page 27: Download BBNC Annual Report 2015

BRISTOL BAY NATIVE CORPORATION

MissionEnriching our Native way of life.

ValuesTo protect the best interests of our shareholders.

To maintain or grow total dividends paid annually by providing a

solvent corporation.

To celebrate and preserve the Alaska Native culture and linkage with

land that provides the basis of our style of life.

VisionTo be a corporation that protects the past, present

and future of the Natives from Bristol Bay.

GoalsBuild the value of the

Corporation’s assets

and increase its

financial strength for

the future.

Pay predictable and

increasing dividends

to BBNC shareholders.

Promote improved

employment

and educational

opportunities for

BBNC shareholders.

Position BBNC so that

it will have a major

voice in economic

development in the

region.

Endorse a Fish

First policy for

land and resource

management in

Bristol Bay.

Corporate profileBristol Bay Native Corporation (BBNC) is a responsible Alaska Native investment corporation dedicated to the mission of

“Enriching Our Native Way of Life.” Established through Alaska Native Claims Settlement Act of 1971 (ANCSA), BBNC works to

ensure the continuation of the life and culture of its more than 10,000 shareholders—the Eskimo, Indian, and Aleut Natives of

Southwest Alaska’s Bristol Bay region.

A special thanks to Misty Nielsen Photography for providing photography featured on the inside front cover, pages 3, 7, 11, 12, 14 and the inside back cover.

www.mistynielsenphotography.com

Page 28: Download BBNC Annual Report 2015

A RIS- ING TIDE

111 West 16th Avenue, Suite 400 Anchorage, AK 99501

907.278.3602 | www.bbnc.net