2017 ANNUAL MEETING. Price E. Brower, PRESIDENT Don A. Nungasak, SECRETARY/TREASURER. Tina A. Wolgemuth

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1 2017 ANNUAL MEETING Barrow Utilities and Electric Cooperative, Inc. (BUECI) 1295 Agvik Street / PO Box 449 Barrow, Alaska (907) bueci.org OFFICIAL NOTICE 2017 BUECI ANNUAL MEMBERSHIP MEETING Notice is hereby given pursuant to Article III, Sections 1 and 3 of the bylaws of BUECI that the annual membership meeting will be held on Thursday, April 6, 2017, at 7:30 p.m. at the Barrow High School Auditorium. Doors will open and registration will begin at 6:30 p.m. The business meeting will be called to order promptly at 7:30 p.m. Registration will close promptly at 7:45 p.m. The purpose of the meeting is to elect Directors, consider reports for the previous fiscal year, and transact such other business as may come before the meeting including amendments to the Articles of Incorporation and Bylaws. The following are your present Board of Directors: Price E. Brower, PRESIDENT Don A. Nungasak, SECRETARY/TREASURER Lewis F. Brower Michael D. Stotts Tina A. Wolgemuth Roy Nageak, Sr., VICE PRESIDENT Frederick Brower Avaiyak Burnell Richard Ungarook, Sr. The following three (3) Directors terms expire: Price E. Brower Frederick F. Brower Don A. Nungasak Nominations for Directors will be taken from the floor. Newly elected board members will serve a three-year term. There are a total of nine members who serve on the Board of Directors. There will be a drawing for valuable door prizes including a laptop and wolverine ruff. Gift bags will be given to the first 300 members attending the meeting. The Annual Meeting Report is available online at bueci.org. Please join us Thursday, April 6, 2017, at 7:30 p.m. We urge all members to attend. We look forward to seeing you there! Sincerely, BUECI Board of Directors and Management

2 AGENDA // 2017 Annual Membership Meeting I. Determination of a Quorum II. Invocation III. Appointment of a Parliamentarian IV. Reading of Notice of Meeting and Proof of Mailing V. Approval of Agenda VI. Approval of Minutes VII. Presentation of Reports a. President s Report b. General Manager s Report c. Financial Report VIII. Call for Ballots of Amendments to the Articles and Bylaws IX. Member Concerns X. Nomination and Election of Directors XI. Drawing for Door Prizes XII. Election Results XIII. Unfinished Business XIV. New Business XV. Adjournment PRESENT BOARD OF DIRECTORS Term Expires Price E. Brower, PRESIDENT 2017 Roy M. Nageak, Sr., VICE PRESIDENT 2018 Don A. Nungasak, SECRETARY/TREASURER 2017 Frederick F. Brower 2017 Lewis F. Brower 2018 Avaiyak Burnell 2019 Michael D. Stotts 2018 Richard Ungarook, Sr Tina A. Wolgemuth 2019

3 BOARD OF DIRECTORS // President s Report 2016 Barrow Utilities and Electric Cooperative, Inc. belongs to the members it serves. As a member of BUECI, you have a say in how your Cooperative is run. Your BUECI Board of Directors is dedicated to providing reliable, affordable utility services and working for the benefit of the communities we serve. We are looking out for you, the BUECI members, by working hard to keep rates affordable. The year 2016 was a strong and notable year for BUECI as we marked the 52nd year of providing services to our members. BUECI worked hard in 2016 to achieve member satisfaction, reliable services, and safety for our employees. We were able to do this because of the great people who serve and run the organization each day. I would like to recognize a few of the leaders who have made a contribution to the Cooperative. Doreen Ahgeak passed away in August Doreen had served as a director on the BUECI Board for nine years and had earned a CCD designation for her knowledge of the utility industry. She is greatly missed. Karen Sakeagak retired in 2016 after 35 years of service, most recently as Billing Supervisor. Karen was recognized at the Alaska Power Association s annual meeting for her many years of dedicated service to the Cooperative. Richard Suvlu, an operator at the BUS plant, retired in 2016 after nearly 18 years of service. In 2016, Richard was presented with an award by the American Water Works Association for his extraordinary skill in his field. I would also like to introduce the directors who were appointed by the Board since our last annual meeting: Michael D. Stotts was appointed to the Board in September 2016 following the vacancy left by the passing of Doreen Agheak, and Avaiyak Burnell was appointed to the Board in March 2017 to fill the vacancy left by Forrest Deano Olemaun, who resigned due to his other responsibilities. We want you to know that Barrow Utilities and Electric Cooperative, Inc., its operators, staff, management and Board of Directors are looking out for you in all that we do. We are confident and positive about where we are and the future of your Co-op. We look forward to another year of serving you. Sincerely, Price E. Brower Board President

4 OPERATIONS // General Manager s Report 2016 Hello Cooperative Members, In 2016 significant progress has been made that helps to sustain our utility services to you. The one million gallon water tank s foundation has been leveled, connections to our water treatment plant reconfigured, and concerns associated with soil samples regarding hydro-carbons have been resolved. The 600,000 gallon water tank has been reconditioned, the foundation leveled to allow it to provide many more years of service. A 600,000 gallon tank has been constructed in support of the Waste Water Treatment Plant (WWTP) to serve as an Equalizer Tank between the Barrow Utilidor System and the facility, improving operations. The Pump house on the Dam Road has been reconditioned to provide many more years of service delivering raw water to the Water Treatment Plant (WTP) for our community s potable water and raw water demands. In 2017 we will be replacing aged boilers and increasing our capacity to make potable water with additions to our microfiltration and nanofiltration plant. Additionally we have begun a two to two and a half year project to in our Power Plant to upgrade the control cabinetry and feeder centralization supporting deliverability of our generation capacity Our responsibility for Electrical and Natural Gas Distribution within our service territory has expanded in 2016, with the transfer to BUECI of the UIC NARL Distribution Systems. Improvements are ongoing in cooperation with representatives of UIC, the Borough, and BUECI to bring the systems into regulatory compliance. There are numerous state and federal agencies that BUECI must respond to in reports for the utility services we provide. It is imperative that we remember that while we work to sustain standards mandated of us to maintain safe and reliable services, we must always remember the overarching goal of a culture of safety. We are a multi-utility cooperative, and as such it is vital we understand our obligations to maintain and understand our broad perspective sustaining safe and reliable systems for our community. After all, we are a community that has understood, through its history that we must all work together if we are to prosper and survive. It is an honor and privilege to be doing our part in service to you, our cooperative members. We look forward to seeing you all at our Annual Meeting. Ben L. Frantz General Manager

5 BOARD OF DIRECTORS // Secretary/Treasurer s Report 2016 Dear Members, The Annual Financial Report for the year ending December 31, 2016 contains the unaudited 2016 Balance Sheet and Statement of Revenues and Changes in Patronage Capital. The Certified Public Accounting firm, BDO, LLP, is in the process of completing the 2016 financial reports of the Cooperative, while the 2015 audit has been completed. The total operating revenues increased by $2,373,184 while total operating expenses increased by $1,544,496 for the year The net result was an increase in net operating margins of $699,747. In 2016, the Cooperative added $4 million dollars of capital projects to the utility plant, aimed at extending services to members, improving service to existing members, and replacing equipment at end of life. The projects provided additional capacity to serve demand and to increase service reliability to members. The Cooperative s long-term debt to the NRUCFC increased by $1,719,973. New loans in 2016 included: Water tank foundation stabilization $1,220,272 Borough s silencer removal and disposal $499,701 Less: ($1,830,980) in principal payments were made in Because we are a Cooperative, we operate with margins which sustain our capital and cash flow needs. We equitably allocate those margins back to you, our members. Most of you know this by the term, Capital Credits. The Board of Directors did not authorize a retirement of patronage capital in 2016, based on the financial needs of the Cooperative. The total refund of prior year s margins since 1986 is $20,079,319. Respectfully, Don A. Nungasak Secretary/Treasurer The total long-term debt, including current maturities, owed at year-end 2016 is $20,783,617. The Cooperative also made donations to the community of $84,484 in 2016 and $70,490 in 2015.

6 FINANCIAL HIGHLIGHTS // Balance Sheets December 31, 2016 and 2015 ASSETS Utility Plant Electric generation plant $ 14,919,247 $ 13,781,555 Electric utility plant 5,466,356 5,398,566 Natural gas utility plant 2,854,717 2,836,106 Water production plant 14,555,453 9,143,751 Construction work in progress 3,284,720 5,886,807 Total Utility Plant 41,080,493 37,046,785 EQUITIES AND LIABILITIES Equities Memberships $ 117,573 $ 115,850 Patronage capital 12,088,415 11,552,588 Current margins 1,628, ,323 Prior years margins (losses) 928, ,827 Other equity 2,087,667 2,090,067 Total Equities 16,850,047 15,222,655 General Plant Buildings and improvements 6,021,299 5,818,999 Vehicles and heavy equipment 2,409,869 2,305,221 Other general plant 829, ,587 Total General Plant 9,261,162 8,915,807 Total Utility Plant 50,341,655 45,962,592 Less accumulated depreciation (21,629,935) (19,376,625) Net Utility Plant 28,711,720 26,585,967 Other Assets and Investments Restricted funds Consumer deposits 167, ,850 CD/Cash assignment for state bond 25,000 25,000 Emergency funds 487, ,000 Investments in Associated Organizations 2,378,774 2,206,318 Total Other Assets & Investments 3,057,788 2,867,168 Long-Term Liabilities Long-term debt, net 19,251,176 17,697,074 Post-employment & post-ret. benefits - 25,848 Total Long-term Liabilities 19,251,176 17,722,922 Current Liabilities Accounts payable 1,427,717 1,917,627 Notes payable (Line of Credit) 858,000 1,400,000 Current portion of long-term debt 1,532,441 1,797,550 Other current liabilities 1,018,645 1,461,417 Total Current Liabilities 4,836,803 6,576,594 Deferred Credits Customer advances 410 2,936 BUS Reserve to NSB 784, ,598 Total Deferred Credits 784, ,534 Total Equities & Liabilities $ 41,722,713 $ 40,209,705 Current Assets Cash 902,121 1,806,915 Temporary investments 33,202 50,712 Consumer accts receivable (members), net 1,639,986 1,718,911 Other accounts receivable 1,339, ,888 Materials, fuel & supplies 1,333,171 1,285,084 Prepayments 27,628 27,873 Total Current Assets 5,275,450 5,639,383 Deferred charges - unamortized balance 4,677,756 5,117,187 Total Assets $ 41,722,713 $ 40,209,705

7 STATEMENT FOR REVENUES AND CHANGES IN PATRONAGE CAPITAL For Years Ended December 31, 2016 and Operating Revenues Electric service $ 5,933,858 $ 6,000,598 Gas service 2,086,795 2,201,167 Water sales 3,568,011 2,291,765 Service revenue: Barrow Utilidor System water distribution 6,602,453 5,630,267 Barrow Utilidor System sewage collection 6,949,075 6,643,212 Total Operating Revenues 25,140,193 22,767,009 Operating Expenses Gas for generation 756, ,155 Gas for resale 677, ,423 Water for resale 2,699,360 1,683,525 Operations and maintenance: Electric production 874, ,460 Electric distribution 616, ,615 Gas distribution 506, ,730 Water production & distribution 1,001, ,639 Barrow Utilidor System water distribution 2,199,107 2,169,543 Barrow Utilidor System sewage collection 4,518,131 4,379,066 Consumer accounts 597, ,167 Administrative and general 711, ,362 Office supplies & general 241, ,596 Outside services 141, ,831 Cooperative insurance 527, ,643 Employee benefits 3,398,566 3,181,985 Directors expense 256, ,243 General plant maintenance 49,658 25,169 Misc general 107, ,021 Taxes, payroll & other 543, ,951 Deprec & amortization 2,196,197 2,148,226 Total Operating Expenses 22,620,841 21,090,349 Operating margins before fixed charges 2,519,351 1,676,660 Fixed charges - Interest on long-term debt 934, ,744 Operating margins after fixed charges 1,584, ,916 Net nonoperating margins (expenses) 127, ,407 Net margins 1,712, ,323 Patronage Capital, beginning of year 13,016,738 12,619,995 Retirement of capital credits - (531,580) Patronage Capital, end of year $14,729,302 $13,016,738

8 $1.8 CAPITAL CREDIT REFUND HISTORY in Millions $1.6 $1.4 $1.2 $1.0 $0.8 $0.6 $0.4 $0.2 $ MONTHLY NET REVENUE, BY UTILITY $2500 $2000 $1500 $1000 $500 $0 in Thousands Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec BUS Sewage Collection BUS Water Distribution Water Gas Electric 7% INVESTMENT IN UTILITY ASSETS AT 12/31/ % 5% 2% 40% 2016 SOURCES OF NET REVENUE 29% 6% 28% 24% 26% 14% 8% Electric service Gas service Water sales BUS Water distribution BUS Sewage collection Electric Natural gas Water Construction work in progress Buildings & improvements Vehicles & heavy equipment Other general plant