Governor and Executive Council Agenda item PDF - 2026-05-20 - agenda 5

Meeting Date

2026-05-20

Attachment Kind Label

Agenda item PDF

Attachment Relation

primary_meeting_attachment

Agenda Numbers

5

Agency Names

Department Of Justice

Parent Meeting Title

Governor and Executive Council meeting - 2026-05-20

Shawn N. Jasper, Commissioner

1 Granite Place South, Suite 211, Concord, NH 03301

www.agriculture.nh.gov (603) 271-3551

TDD Access: Relay NH 1-800-735-2964

May 13, 2026

Her Excellency, Governor Kelly A. Ayotte

and the Honorable Council

State House

Concord, New Hampshire 03301

REOUESTED ACTION

A

uthorize the New Hampshire State Conservation Committee (SCC) to amend the grant

agreement with The Nature Conservancy, Concord, NH, Vendor Code 177785-B002, for the

Durham Point Addition – Gsottschneider project in the Town of Durham, Strafford County, by

extending the grant completion date from April 30, 2026, to April 30, 2027, with no change to

the price limitation of $30,000, effective upon Governor and Council approval. The original

grant agreement was approved by Governor and Council on May 15, 2024, item #70. No

additional funds are needed. The Gsottschneider project does not prohibit hunting and fishing on

the protected property. 100% Other Funds (Agency Income).

EXPLANATION

The Nature Conservancy received a grant to permanently protect 27-acres of the Durham Point

Addition – Gsottschneider project in the Town of Durham, NH. The project was planned to be

completed by April 30, 2026, however due to delays in completing due diligence, the project will

be completed by April 30, 2027. The Nature Conservancy intends to complete the project within

the requested grant extension period. The project will allow pedestrian and non-motorized access

to, on, and across the property for hunting, fishing and transitory passive recreational purposes.

The SCC is confident that the grantee possesses the necessary staff and resources to effectively

carry out the duties imposed by this grant.

In the event that these Other Funds become no longer available, General Funds will not be

requested to support this program.

Respectfully submitted,

S

hawn N. Jasper

Commissioner

5H - 5/20/26

3/19/26

Certificate of Authority #1(Corporation, Non-profit Corporation)Corporate ResolutionI,______________________,hereby certifythat I am duly elected Clerk/Secretary/Officer (Name)of_________________________. I hereby certify the following is a true of a vote taken at a (Name of Corporation)meeting of the Board of Directors/shareholders, duly called and held on ____________, 20____,at which a quorum of the directors/shareholders were present and voting.Voted:That_______________________(may list more than one person) is duly (Name and Title)authorized to enter into contracts or agreements on behalf of_______________________(Name of Corporation)with the State of New Hampshire and any of its agencies and departments and further is authorized to execute any documents which may in his/her judgement to be desirable or necessary to affect the purpose of this vote.I hereby certifythat said vote has not been amended of repealed and remains in full force and effect as the date of the contract to which this certificate is attached. This authority shall remain valid for thirty (30) daysfrom the date of this Corporate Resolution. I further certify that it is understood the State of New Hampshire will rely on this certificate as evidence the person(s) listed above currently occupy the positions(s) indicated and that they have full authority to bind the corporation. To the extent that there are limits on the authority of any listed individual to bind the corporation in contracts with the State of New Hampshire, all such limitations are expressly stated herein. DATED:______________ATTEST:___________________________():___________________________()

FINANCIAL DISCLOSURES G.

G. Check one the following:

[X] The organization hired an outside firm to audit its financial statements or to

prepare GAAP-compliant financial statements for its most recently completed fiscal year.

If so, please ensure that the financial statements and audit results are available to be

requested from the contact listed on Page 1 (audited financials may be attached) OR

[ ] The above does not apply, but the organization filed an IRS Form 990 or Form

990-EZ for its most recently completed fiscal year. Please attach that IRS Form 990 or

Form 990EZ to the submission. (Form 990 Schedule B is not required) OR

[ ] If neither of the above apply, complete the Income Statement and Balance Sheet

below with the following basic financial information from the organization’s most

recently completed fiscal year:

1. INCOME STATEMENT

THE NATURE CONSERVANCY

CONSOLIDATED FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS REPORT

YEARS ENDED JUNE 30, 2024 AND 2023

THE NATURE CONSERVANCY

INDEX

JUNE 30, 2024 AND 2023

Page

Independent Auditors 1

Consolidated Financial Statements

Consolidated Statements of Financial Position 3

Consolidated Statements of Activities 4

Consolidated Statements of Functional Expenses 6

Consolidated Statements of Cash Flows 8

Notes to the Consolidated Financial Statements 9

KPMG LLP

750 East Pratt Street, 18th Floor

Baltimore, MD 21202

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

Independent Auditors’ Report

The Board of Directors

The Nature Conservancy:

Opinion

We have audited the consolidated financial statements of The Nature Conservancy and its affiliates (The

Conservancy), which comprise the consolidated statement of financial position as of June 30, 2024, and the

related consolidated statements of activities, functional expenses, and cash flows for the year then ended, and

the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

financial position of The Conservancy as of June 30, 2024, and the changes in its net assets and in the cash

flows for the years then ended in accordance with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of

America (GAAS). Our responsibilities under those standards are further described in the Auditors’

Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to

be independent of The Conservancy and to meet our other ethical responsibilities, in accordance with the

relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit opinion.

Other Matter

The consolidated financial statements of The Conservancy as of and for the year ended June 30, 2023 were

audited by another auditor, who expressed an unmodified opinion on those statements on December 20, 2023.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in

accordance with U.S. generally accepted accounting principles, and for 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.

In preparing the consolidated financial statements, management is required to evaluate whether there are

conditions or events, considered in the aggregate, that raise substantial doubt about The Conservancy’s ability

to continue as a going concern for one year after the date that the consolidated financial statements are issued.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that

includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and

therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material

misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher

than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control. Misstatements are considered material if there is a

2

substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a

reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.

Identify and assess the risks of material misstatement of the consolidated financial statements, whether

due to fraud or error, and design and perform audit procedures responsive to those risks. Such

procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of The Conservancy’s internal control. Accordingly, no such opinion is expressed.

Evaluate the appropriateness of accounting policies used and the reasonableness of significant

accounting estimates made by management, as well as evaluate the overall presentation of the

consolidated financial statements.

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that

raise substantial doubt about The Conservancy’s ability to continue as a going concern for a

reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit, significant audit findings, and certain internal control related matters that

we identified during the audit.

Baltimore, Maryland

December 20, 2024

THE NATURE CONSERVANCY

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF JUNE 30, 2024 AND 2023

Amounts in thousands

The accompanying notes are an integral part of these consolidated financial statements. 3

THE NATURE CONSERVANCY

CONSOLIDATED STATEMENT OF ACTIVITIES

YEAR ENDED JUNE 30, 2024

Amounts in thousands

The accompanying notes are an integral part of these consolidated financial statements. 4

Operating Activities

Without Donor

Restrictions

With Donor

Restrictions Total

Contribution Revenues

Dues and contributions 412,371$ 532,370$ 944,741$

Contributed goods and services 42,380 - 42,380

Contributed land and easements for conservation 83,618 - 83,618

Contributed non-conservation land 17,384 1,350 18,734

Government grants and contracts 175,565 - 175,565

Total contribution revenues 731,318 533,720 1,265,038

Sales of conservation land and easements 90,116 - 90,116

Investment returns on operating activities 41,544 - 41,544

Other income 146,661 - 146,661

Total revenues 1,009,639 533,720 1,543,359

Allocation of endowment spending 63,965 24,702 88,667

Net assets released from restriction 431,073 (431,073) -

Total revenues and reclassifications 1,504,677$ 127,349$ 1,632,026$

Expenses

Conservation activities and actions 957,620$ - $ 957,620$

Book value of conservation land and easements sold 152,534 - 152,534

Total program expenses 1,110,154 - 1,110,154

General and administration 223,535 - 223,535

Fundraising and membership 189,429 - 189,429

Total expenses 1,523,118$ - $ 1,523,118$

Change in net assets from operating activities (18,441)$ 127,349$ 108,908$

Non-operating Activities

Investment returns on endowments 85,357$ 38,810$ 124,167$

Investment returns on other non-operating activities 158,721 6,655 165,376

Allocation of endowment spending to operations (63,965) (24,702) (88,667)

Reclassification of net assets (15,817) 15,817 -

Foreign exchange losses (2,654) - (2,654)

Distributions to noncontrolling interests (1,326) - (1,326)

Change in net assets from non-operating activities 160,316$ 36,580$ 196,896$

Total change in net assets 141,875$ 163,929$ 305,804$

Beginning net assets 6,189,693 1,676,975 7,866,668

Ending net assets 6,331,568$ 1,840,904$ 8,172,472$

THE NATURE CONSERVANCY

CONSOLIDATED STATEMENT OF ACTIVITIES

YEAR ENDED JUNE 30, 2023

Amounts in thousands

The accompanying notes are an integral part of these consolidated financial statements. 5

Operating Activities

Without Donor

Restrictions

With Donor

Restrictions Total

Contribution Revenues

Dues and contributions 384,776$ 397,908$ 782,684$

Contributed goods and services 56,099 - 56,099

Contributed land and easements for conservation 40,673 - 40,673

Contributed non-conservation land 15,433 20,783 36,216

Government grants and contracts 138,987 - 138,987

Total contribution revenues 635,968 418,691 1,054,659

Sales of conservation land and easements 37,593 - 37,593

Investment returns on operating activities 33,361 - 33,361

Other income 136,748 - 136,748

Total revenues 843,670 418,691 1,262,361

Allocation of endowment spending 83,640 - 83,640

Net assets released from restriction 344,506 (344,506) -

Total revenues and reclassifications 1,271,816$ 74,185$ 1,346,001$

Expenses

Conservation activities and actions 816,931$ - $ 816,931$

Book value of conservation land and easements sold 66,718 - 66,718

Total program expenses 883,649 - 883,649

General and administration 214,602 - 214,602

Fundraising and membership 176,058 - 176,058

Total expenses 1,274,309$ - $ 1,274,309$

Change in net assets from operating activities (2,493)$ 74,185$ 71,692$

Non-operating Activities

Investment returns on endowments 100,853$ 51,516$ 152,369$

Investment returns on other non-operating activities 109,292 7,611 116,903

Allocation of endowment spending to operations (83,640) - (83,640)

Reclassification of net assets (1,482) 1,482 -

Gain on swap agreements 4,603 - 4,603

Foreign exchange losses (1,357) (31) (1,388)

Distributions to noncontrolling interests (370) - (370)

Change in net assets from non-operating activities 127,899$ 60,578$ 188,477$

Total change in net assets 125,406$ 134,763$ 260,169$

Beginning net assets 6,064,287 1,542,212 7,606,499

Ending net assets 6,189,693$ 1,676,975$ 7,866,668$

THE NATURE CONSERVANCY

CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES

YEAR ENDED JUNE 30, 2024

Amounts in thousands

The accompanying notes are an integral part of these consolidated financial statements. 6

THE NATURE CONSERVANCY

CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES

YEAR ENDED JUNE 30, 2023

Amounts in thousands

The accompanying notes are an integral part of these consolidated financial statements. 7

THE NATURE CONSERVANCY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED JUNE 30, 2024 AND 2023

Amounts in thousands

The accompanying notes are an integral part of these consolidated financial statements. 8

2024 2023

Cash Flows from Operating Activities

Change in net assets 305,804$ 260,169$

Adjustments to reconcile changes in net assets to net cash

and cash equivalents used in operating activities

Depreciation and amortization 14,670 14,857

Contributed conservation land and easements (83,618) (40,673)

Losses on disposition of conservation lands and easements 62,417 29,124

Proceeds from sale of conservation land and easements 90,116 37,593

Purchases of conservation land and easements (161,700) (159,165)

Change in value of split interest arrangements (39,541) (16,964)

Change in value of swap agreements - 4,603

Contributed securities (34,578) (33,217)

Proceeds from sale of contributed securities 34,503 34,875

Contributed non-conservation land and contributed funds

to be held for long term purposes (34,881) (29,836)

Net gain on investments (257,607) (288,870)

Changes in assets and liabilities

Notes and other receivables (53,227) (24,264)

Pledges receivable, net (56,702) 11,668

Deposits, prepaid expenses and other assets (5,381) (6,005)

Non-conservation lands 28,302 13,389

Right of use assets 5,100 653

Accounts payable and accrued liabilities 12,353 (1,026)

Deferred revenue and refundable advances 58,207 15,581

Split interest arrangements payable 24,950 (18,819)

Lease liabilities (5,681) (1,444)

Other changes (1,040) (194)

Net cash and cash equivalents used in operating activities (97,534) (197,965)

Cash Flows from Investing Activities

Proceeds from notes collections 20,259 16,263

Issuance of notes receivable (122) (2,264)

Proceeds from sale of endowment, capital, and other investments 2,435,084 1,544,183

Purchases of endowment, capital, and other investments (2,287,476) (1,357,166)

Purchases of property and equipment (34,373) (24,948)

Net cash and cash equivalents provided by investing activities 133,372 176,068

Cash Flows from Financing Activities

Proceeds from contribution for long term purpose 12,602 10,646

Purchases of split interest investments (27,169) (32,860)

Proceeds from split interest arrangements 27,939 34,120

Repayments of current revolving and long-term debt (564,153) (321,527)

Proceeds from issuance of current revolving and long-term debt 457,576 357,620

Net cash and cash equivalents (used in) provided by financing activities (93,205) 47,999

Net (decrease) increase in cash, cash equivalents, and restricted cash (57,367) 26,102

Cash, cash equivalents, and restricted cash at beginning of year 159,137 133,035

Cash, cash equivalents, and restricted cash at end of year 101,770$ 159,137$

Supplemental data

Cash paid for interest 35,514$ 32,336$

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

9

Note 1. Significant Accounting Policies

Nature of Organization and Activities

conserve the lands and waters on which all life depends. The Conservancy conducts its activities throughout the United

States, Canada, Latin America, the Caribbean, Europe, Africa, Asia, and the Pacific.

investment income, and sales of conservation land and easements to government agencies or other conservation buyers.

These resources are used to help solve critical challenges by significantly improving the health of globally important natural

systems that enhance the lives of people around the world. Working with partners

including Indigenous communities,

governments, investors, and lenders The Conservancy pursues solutions that protect and restore natural systems, identify

the economic value of nature, and secure financing and investments that extend the impact of philanthropic support to

benefit people and nature.

Basis of Accounting

The consolidated financial statements are presented on the accrual basis of accounting in accordance with accounting

accompanying notes includ

international, including those which are separately incorporated, receive gifts, and perform conservation activities in the

name of The Conservancy. Business units are individual reporting segments managing organizational functions or regional

conservation work in all states in the United States and globally. Consolidated affiliates controlled by The Conservancy

include approximately 23 non-profit and 24 for-

reach of conservation activities and demonstrate the value of conservation investments. When The Conservancy owns less

than a 100% interest in a consolidated entity, it reflects the third-party noncontrolling interests separately in net assets

without donor restrictions on the consolidated statements of financial position. All significant intercompany transactions

have been eliminated in consolidation.

Basis of Presentation

In accordance with the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification

(ASC) 958, Not-for-Profit Entities, The Conservancy presents information regarding its financial position and activities

according to two classes of net assets:

Net assets without donor restrictions resources that are not subject to donor-imposed stipulations, including revenues

from membership dues, government grants and contracts, investment income (other than the unappropriated and

purpose restricted portion of donor-restricted endowment investment income), and other inflows of assets over which

the Board of Directors of The Conserv The Board may designate a portion of

net assets for a specific purpose. If there is no donor-imposed stipulation, these funds are classified as net assets without

donor restrictions. The Conservancy includes all expenses in this class of net assets, since the use of restricted

Net assets with donor restrictions resources that are subject to donor-imposed stipulations that are more specific than

broad limits resulting from the following: a) the nature of the not-for-profit entity, b) the environment in which it

operates, and c) the purposes specified in its articles of incorporation or bylaws or comparable documents. This

classification includes contributions whose use by The Conservancy is limited by donor-imposed stipulations that either

expire by passage of time such as pledges receivable or can be fulfilled by actions of The Conservancy such as usage

indirect costs, or for appropriation from donor-restricted endowment investment income.

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

10

When stipulated time restrictions end or purpose restrictions are satisfied, net assets with donor restrictions are

reclassified to net assets without donor restrictions and are reported on the consolidated statements of activities as net

assets released from restrictions.

Also included in this classification are contributions whose use by The Conservancy is limited by donor-imposed

stipulations that neither expire by passage of time nor can be fulfilled or otherwise removed by actions of The

Conservancy, such that the principal must be maintained permanently by The Conservancy. Contributions for the

donor-restricted endowment fund as well as amounts contributed to create a permanent revolving fund for land

preservation are classified as net assets with donor restrictions. This internal revolving fund is used to finance capital

projects, and donations to this fund are to be maintained in perpetuity for only this purpose. The Conservancy is no

longer accepting new donations to the revolving fund for land preservation and has implemented an internal revolving

fund that is funded by internally designated unrestricted and temporarily restricted funds that otherwise would not be

effectively deployed in the near term. This new fund is used to finance conservation projects.

Measure of Operations

membership dues and contributions (including donor-restricted contributions to endowments), grants and contracts,

transfers of conservation land and easements, allocation of endowment spending for operations, and other revenues that are

not specified as non-operating below. Operating expenses (including the book value of conservation land and easements sold

or donated to the government and others) are reported on the consolidated statements of activities by functional

classification. Operating results also include the reclassification of net assets with donor restrictions to net assets without

donor restrictions for which purpose or time restrictions have been met.

-operating activity within the consolidated statements of activities includes investment returns and

other activities related to endowments (other than annual appropriation for spending), changes in value of split interest

arrangements and donor-advised funds, changes in value of derivative instruments, foreign currency remeasurement, and

other infrequent transactions.

Foreign Currency

The functional currency of The Conservancy is the US dollar. Gains and losses resulting from remeasurement of foreign

currencies into US dollars are recognized in other operating income in the consolidated statements of activities. Where

transactions of foreign affiliates are recorded in local currency, assets and liabilities are translated into US dollars at the

exchange rate in effect at the dates of the consolidated statements of financial position.

Fair Value

financial assets and liabilities are generally measured at fair value and are classified in the fair value

hierarchy based on the lowest level of input that is significant to the valuation. This hierarchy is broken down into three

levels based on inputs that market participants would use in valuing the financial instruments based on market data obtained

from sources independent of The Conservancy. The three-tier hierarchy of inputs is summarized in the three broad levels as

follows:

Level 1 is based upon quoted or published prices in active markets for identical assets and liabilities. Market price data is

generally obtained from exchange or deal markets.

Level 2 is based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments

in markets that are not active, and on model-based valuation techniques, for which all significant assumptions are observable

in the market or can be corroborated by observable market data for substantially the full term of the assets. Inputs are

obtained from various sources including market participants, dealers, and brokers.

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

11

Level 3 is based on valuation techniques that use significant inputs that are unobservable as they trade infrequently or not

at all.

The Conservancy applies the practical expedient guidance contained in FASB ASC-820-10, Fair Value Measurement and

Disclosure, to determine the fair value for some of its investments at the net asset value (NAV) reported by the fund

managers. The guidance permits the use of NAV without adjustment under certain circumstances, unless it is probable that

all or a portion of the investment will be sold for an amount different from NAV. As of June 30, 2024 and 2023, The

Conservancy had no plans to sell investments at amounts different from NAV. Investments measured at NAV as a practical

expedient are not classified in the fair value hierarchy.

Most investments are carried at estimated fair value using the valuation hierarchy framework and NAV. Certain equity

investments without readily determinable fair value presented using the measurement alternative in ASC 320 Investments

Debt Securities are valued using the initial investment in the underlying investment adjusted for impairment and observable

price changes.

Contributions

Unconditional donor promises to give cash and other assets are reported at fair value at the date that there is sufficient

verifiable evidence documenting that a promise was made by the donor and received by The Conservancy. The promises

are reported as dues and contributions with donor restrictions if received with donor stipulations that sufficiently limit the

use of the donated assets.

At times, The Conservancy receives funds as an agent for donor-specified third-party beneficiaries. Such receipts are

recorded in deferred revenue and refundable advances in the consolidated statements of financial position until the assets

are remitted to the beneficiaries.

The Conservancy recognizes contributed goods and contributed professional services from third parties as revenue and as

expense or assets at the fair value of those goods and services when received. During the years ended June 30, 2024 and

2023, contributed goods totaled $18,490,000 and $14,021,000, respectively, and contributed services totaled $23,890,000

and $42,078,000, respectively, in the accompanying consolidated statements of activities. Contributed goods consisted

primarily of donated software used in conservation and marketing work. At times, The Conservancy receives donated assets

that are to be sold by The Conservancy for fundraising purposes. Such assets are sold as soon as reasonably practicable.

Contributed services consisted primarily of services by professional legal and consulting firms advising The Conservancy on

various administrative and mission-related matters. Estimated fair value of contributed services reported in the financial

statements is based on the current rates for similar services.

Government grants and contracts are primarily considered to be contribution transactions, the majority of which are cost-

received and used within the same period are reported in net assets without donor restrictions. Revenue, including approved

government grants and contracts are subject to audit by government agencies. Management believes that disallowance of

costs, if any, would not be material to the consolidated financial position or consolidated changes in net assets of The

Conservancy.

Expense Allocation

Operating expenses are allocated to separate program and support categories as defined below. The book values of

conservation land and easements sold or donated by The Conservancy are recognized as program expenses on the

consolidated statements of activities. See Note 13 Conservation Land and Easements.

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

12

The Conservancy accounts for its program and support services expenditures in the following categories:

Conservation Programs expenditures related to the broad spectrum of activities and actions critical to advancing The

natural areas owned by The Conservancy and others are included, as well as expenditures for developing and enhancing

systems. In addition, this area includes expenditures to mitigate, prevent, or slow the effects of these threats, including

investments in the institutional development of global conservation organizations. Expenditures related to improving

public land management and supporting the development of sound global policies, including participating in

conferences and events that help establish a common vision for conservation worldwide are included, as well as

expenditures associated with community outreach and education of key stakeholders and land users in areas where The

General and Administration expenditures related to building and maintaining an efficient business infrastructure,

including those related to corporate governance, to support and advance the programmatic conservation objectives of

The Conservancy.

Fundraising and Membership expenditures related to fundraising strategies that provide the revenue stream for both

expenditures related to the acquisition and retention of The

direct-mail program.

The consolidated statements of functional expenses display expenses related to the underlying operations by natural

classification. Expenses are allocated directly to program and support services for each functional expense category. Certain

expenses are attributable to more than one functional expense category and require allocation on a reasonable basis that is

consistently applied. Salaries and other compensation that constitute direct conduct or supervision of program or support

functions are allocated on the basis of estimates of time and effort, and employee benefits are allocated proportionately to

salaries. Depreciation and amortization are allocated to the functional categories in which the underlying assets are used.

Interest expense on external debt is allocated to the functional categories which have benefitted from the proceeds of the

external debt.

Income Taxes

The Conservancy has been granted an exemption from federal income taxes under Section 501(c)(3) of the Internal Revenue

Code. The Internal Revenue Service has classified The Conservancy as other than a private foundation. The Conservancy

pays income tax on its unrelated business taxable income. Taxable income is primarily generated by income from alternative

investments in partnerships held by related entities. The Conservancy takes no tax positions that it considers to be uncertain.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues

and expenses during the reporting period. Actual results could differ from the estimated amounts.

Estimates and assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.

Retirement Plans

-deferred contributions within specified limits.

The Plan was established under the provision of Internal Revenue Code Section 401(k) and has received a favorable

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

13

determination as to its tax status from the Internal Revenue Service. Certain employees are also eligible to participate in a

non-

contributions to the plans were $27,903,000 and $24,485,000 for the years ended June 30, 2024 and 2023, respectively.

Subsequent Events

All subsequent events were evaluated through December 20, 2024, which is the date the financial statements were issued.

Contingencies

The Conservancy is a party to various litigation arising out of the normal conduct of its operations. In the opinion of

management, the ultimate resolution of these matters will not materially affect the financial position, change in net assets,

or cash flows of The Conservancy.

Related Party Transactions

The Conservancy recorded $6,538,000 and $2,968,000 in contribution revenues from current and former Board members

during the years ended June 30, 2024 and 2023, respectively, and $3,400,000 and $102,000 as pledges receivable from

current and former Board members as of June 30, 2024 and 2023, respectively, in the accompanying consolidated statements

of financial position. The Conservancy has an unsecured zero-interest loan payable in full in 2026 to a current Board member

reflected in notes payable in the accompanying consolidated statements of financial position. The loan balance as of June 30,

2024 and 2023 was $8,000,000 and $10,000,000, respectively. $2,000,000 was forgiven by the Board member and is

included in contribution revenues for the year ended June 30, 2024.

The Conservancy has a conditional pledge of $10,000,000 as of June 30, 2024 from a current Board member which is not

reflected in the accompanying consolidated financial statements.

Recent Accounting Pronouncement

In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses

on Financial Instruments. ASU 2016-13 and subsequent amendments require financial assets measured at amortized cost to

be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the

amortized cost basis. The measurement of expected credit losses is based on relevant information about past events, including

historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported

amount. ASU 2016-13 (as amended) is effective for annual periods and interim periods within those annual periods beginning

after December 15, 2022 (fiscal year 2024). The Conservancy adopted this standard as of July 1, 2023 and noted no material

impact on its consolidated financial statements.

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

14

Note 2. Liquidity

Financial assets and liquidity resources available within one year for general expenditure such as operating expenses,

scheduled principal payments on debt, and land acquisition are as follows as of June 30 (in thousands):

-restricted and Board-designated endowment funds. Income from

donor-restricted endowments is restricted for specific purposes and therefore is not available for general expenditure.

Although The Conservancy does not intend to spend from its Board-designated endowment funds other than amounts

appropriated for general expenditure as part of the annual budget process as described in the schedule above, the total

$1,030,375,000 and $996,071,000 of unrestricted Board-designated net assets as of June 30, 2024 and 2023, respectively,

could be made available with Board or designee approval.

The end,

and financial assets are structured to be available as general expenditures, liabilities, and other obligations come due. To help

manage seasonal cash flows or meet unanticipated liquidity needs, The Conservancy maintains a $100,000,000 line of credit

with a bank that can be drawn upon as needed. The balance outstanding as of June 30, 2024 and 2023 was $48,000,000 and

$83,000,000, respectively. As of June 30, 2023, The Conservancy held a $20,000,000 line of credit with a private foundation

with an outstanding balance of $19,366,000. This line of credit matured, and the balance was paid down in December of

2023.

Note 3. Cash and Cash Equivalents

Cash represents working capital held in bank accounts in high quality financial institutions in the United States and 38 other

countries. The cash in most non-U.S. accounts is uninsured but is limited per country to amounts that in the opinion of

management are not material to the financial statements. Cash equivalents represent short-term, highly liquid investments

with maturities of three months or less when purchased that do not have donor-imposed restrictions that limit their use to

long-term investment, such as endowment funds.

Financial instruments that potentially subject The Conservancy to concentration of credit risk consist principally of cash

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

15

of June 30, 2024 and 2023, The Conservancy had $95,358,000 and $97,869,000, respectively, in excess of the FDIC insured

limit.

The balances of cash and cash equivalents and restricted cash and cash equivalents reported within the statements of financial

position sum to the total amount of cash, cash equivalents, and restricted cash at end of year as reported on the consolidated

statements of cash flows. These amounts are as follows as of June 30 (in thousands):

Note 4. Restricted Cash and Cash Equivalents and Restricted Short-Term Investments

Restricted cash and cash equivalents and restricted short-term investments represent monies segregated to meet

requirements of specific conservation project agreements. Restricted short-term investments are considered Level 1

investments.

Restricted cash and cash equivalents and restricted short-term investments consist of the following as of June 30 (in

thousands):

Note 5. Government Grants and Contracts Receivable

The Conservancy receives grants and contracts from federal, state, and local agencies to be used for specific programs or

land purchases. The excess of reimbursable expenditures over cash receipts is included in government grants receivable, and

any excess of cash receipts over reimbursable expenditures is included in deferred revenue and refundable advances.

Government receivables are expected to be realized within one year.

Unspent advances from government grants and contracts including both exchange and contribution transactions of

$24,571,000 and $19,230,000 as of June 30, 2024 and 2023, respectively, are reflected within deferred revenue and

refundable advances on the consolidated statements of financial position.

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

16

The Conservancy had $686,515,000 and $497,388,000 in conditional government grants and contracts as of June 30, 2024

and 2023, respectively, which are not reflected in the consolidated statements of activities.

Note 6. Notes and Other Receivables

Notes and other receivables consist of the following as of June 30 (in thousands):

receivable from the country of Belize totaling $364,000,000 as of June 30, 2024 and 2023. The note has an interest rate

ranging from 3.55% to 6.04% from October 2022 through maturity in October 2040. Interest payments are due semi-

annually in April and October. Principal payments will be due semi-annually in April and October, beginning April of 2032.

The payment terms of this note receivable are aligned with the terms of a related loan payable as described in Note 15 under

le is subject to an insurance policy issued

by the United States government that mitigates the risk of default and future credit losses.

The Conservancy is a named irrevocable beneficiary under various wills, trusts, and non-probate gifts. Bequest receivables

are recognized for significant incoming gifts which have matured and are known but for which The Conservancy has not yet

received the funds.

Notes receivable are expected to be realized in the following periods (in thousands):

Advances to federal, state, and local grant subaward recipients, bequests receivable, and other receivables are expected to be

realized within one year.

Management regularly assesses the adequacy of the allowance for credit losses by performing evaluations of accounts

receivable and notes receivable, including factors such as the financial state of borrowers, expected economic conditions, and

the existence of any guarantees. Balances are written off when deemed uncollectable.

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

17

Note 7. Deposits, Prepaid Expenses, and Other Assets

Deposits, prepaid expenses, and other assets consist of the following as of June 30 (in thousands):

Note 8. Pledges Receivable

Pledges receivable represent unconditional promises to give and are reported at fair value by discounting the expected future

pledge payments at a risk-adjusted rate as of the consolidated statement of financial position date, and accordingly are

categorized as Level 3 assets. The primary unobservable input used in the fair value measurement of The Conservancy's

pledges receivable is the discount rate. Significant fluctuations in the discount rate could result in a material change. The

discount rate used in the present value technique to determine fair value of pledges receivable is based on the U.S. Prime

rate and is revised at each measurement date to reflect current market conditions and the creditworthiness of donors. In

addition, management evaluates payment history and market conditions to estimate allowances for doubtful pledges.

Changes in the fair value of pledges receivable are reported in the consolidated statements of activities as contribution

revenue except for changes in the allowance which are reported as program expenses at each subsequent reporting date. Net

pledge activity resulted in a $56,702,000 increase and an $11,668,000 decrease in pledges receivable reflected in the

accompanying statements of financial position as of June 30, 2024 and 2023, respectively. 2024 and 2023 activities comprised

of new pledges of $291,324,000 and $184,930,00, pledge payments of $226,409,000 and $191,917,000, and net increases in

pledge discount and allowance of $8,213,000 and $4,681,000, respectively.

Unconditional pledges are expected to be received in the following periods (in thousands):

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

18

Unconditional pledges receivable had the following donor-imposed restrictions as of June 30 (in thousands):

In addition, as of June 30, 2024 and 2023, The Conservancy had received promises to give that are conditioned upon the

occurrence of specified future and uncertain events, such as The Conservancy raising matching gifts or acquiring certain

conservation lands. Conditional promises to give are recognized as contribution revenue when the donor-imposed

conditions are substantially met.

Conditional pledges had the following conditions as of June 30 (in thousands):

Note 9. Repurchase Agreements

The Conservancy may enter into repurchase agreements with selected commercial banks and broker-dealers, under which

The Conservancy acquires securities as collateral (debt obligation) subject to an obligation of the counterparty to repurchase

and The Conservancy to resell the securities (obligation) at an agreed upon time and price. The Conservancy, through the

custodian or a tri-party custodian, receives delivery of the underlying securities collateralizing repurchase agreements. The

Conservancy requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System,

Conservancy and the counterparties are permitted to sell, re-pledge, or use the collateral associated with the transaction. It

case of a repurchase agreement of one-day duration and 102% of the repurchase price in the case of all other repurchase

agreements. Upon an event of default under the terms of the repurchase agreements, both parties have the right to set-off.

If the seller defaults or enters into an insolvency proceeding, realization of the collateral by The Conservancy may be delayed,

limited, or wholly denied.

As of June 30, 2024 and 2023, The Conservancy had investments in repurchase agreements with total gross values of $0 and

$62,141,000, respectively, which are included as part of investments in the consolidated statements of financial position. The

market value of the collateral is 102% of the face value of the repurchase agreements.

Note 10.

Non-Conservation Lands

Real property with little or no ecological value acquired through contributions or in an exchange of conservation land is sold

consolidated

statements of activities in the period received. During the years ended June 30, 2024 and 2023, contributed non-conservation

lands as reflected in the accompanying consolidated statements of activities totaled $18,734,000 and $36,216,000,

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

19

respectively. Fair value is generally determined by appraisal at the time of acquisition. The input to the fair value estimate is

classified in Level 3 of the fair value hierarchy. The value of non-conservation lands is reduced to the net realizable value at

fiscal year-end, and the change in value is reported in the consolidated statements of activities.

Changes in the fair value of non-conservation lands were as follows for the years ended June 30 (in thousands):

Note 11. Investments

Capital fund excess working capital and funds held primarily for the future acquisition of conservation land, easements,

and for funding other conservation projects.

Endowment fund funds held as long-

Split interest arrangements funds and other assets held in trust by The Conservancy under agreements that include

other beneficiaries or by third-

The overall investment objective of The Conservancy is to invest its assets in a prudent manner to preserve and grow the

projects. The Conservancy manages investment activities in accordance with established policies and with oversight from. The amount of endowment income provided each year for operations is established by

the Finance Committee through its adoption of an annual endowment spending rate and spending rate base. The spending

rate for the years ended June 30, 2024 and 2023 was 5.75% of the average fair market value of the previous 36 months. As

of July 1, 2024, the spending rate changed to 5.25% of the average fair market value of the previous 36 months.

The Conservancy recognizes that risk must be assumed to achieve its stated long-term investment objectives. Therefore,

asset allocations and ranges are necessarily diverse and consider liquidity needs. The Conservancy has considered its ability

to withstand short and intermediate term variability and concluded that the portfolio can tolerate some interim fluctuations

in market values and rates of return in order to achieve its objectives. However, The Conservancy realizes that market

performance varies and -term periods.

The Conservancy has chosen not to manage its underlying assets directly, but to utilize independent investment managers.

among 100 to 120 separate

managers. in highly liquid cash and money market mutual funds with high quality

institutions.

in securities of any one issuer, be they short-term or long-term, other than the U.S. Government and its agencies. As of June

30, 2024 and 2023, the largest exposures in the Capital and Endowment Fund long term investments are 7% and 4%,

respectively, in a single issuer.

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

20

Investments are presented in the fair value hierarchy and consist of the following as of June 30 (in thousands):

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

21

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

22

Of the $3,570,882,000 and $3,471,939,000 total investments in the accompanying consolidated statements of financial

position as of June 30, 2024 and 2023, respectively, net investments not measured at fair value or reflected in the table above

are as follows (in thousands):

funds are typically valued at the last sale price or official closing price on the exchange or principal market where the security

trades; debt obligations are valued based on the evaluated price provided by an independent pricing vendor or broker-dealer;

real estate investment properties are valued based on results from an independent appraisal and a professional third-party

market valuation; future contracts are typically valued at the last traded price on the exchange on which they trade. The

value of certain alternative investments not included in the fair value hierarchy represents the ownership interest in the NAV

of the respective partnership. If no public market exists for the investment securities, the fair value is determined by the

general partner taking into consideration, among other things, the cost of the securities, prices of recent significant

placements of securities of the same issuer, and subsequent developments concerning the companies to which the securities

relate. The Conservancy has performed significant due diligence around these investments to ensure NAV is an appropriate

measure of fair value.

Investments valued using NAV as a practical expedient consist of the following as of June 30 (in thousands):

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

23

Otherwise redeemable investments valued using NAV are typically subject to lock-up periods and rates that may vary from

quarterly to 5 years or longer based on contractual agreement, and there are no otherwise significant restrictions on the

ability to sell investments in this portfolio.

-level to

assist in managing asset allocation and exposures. These derivative exposures are exchange-traded and are reported in the

fair value of the overall portfolio within Level 1. The use of derivative instruments involves the risk of imperfect correlation

in movement in the price of the instruments, interest rates, and the underlying hedged assets. As a result, The Conservancy

may not achiev

2024 and 2023 are not accounted for as hedging instruments under GAAP.

Note 12. Property and Equipment

Property and equipment valued at $50,000 or more is capitalized. Purchased property and equipment is carried at cost, and

donated property and equipment is recognized at fair value at the date of contribution. Depreciation and amortization are

computed using the straight-line method for all depreciable assets over the estimated useful lives of the assets, ranging from

5 to 30 years for building and building improvements, 3 to 5 years for computer equipment and software, and 4 to 25 years

for furniture, fixtures, and others. Costs associated with construction in progress are held until the asset is placed in service,

at which point the asset is transferred to the applicable asset category and depreciated over its estimated useful life. Assets

totaling $79,863,000 and $72,866,000 were fully depreciated as of June 30, 2024 and 2023, respectively. Expenditures for

maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

24

Property and equipment consist of the following as of June 30 (in thousands):

Note 13. Conservation Land and Easements

Conservation land is real property with significant ecological value. These properties are either managed in an effort to

protect the natural biological diversity of the property or transferred to other organizations to manage in a similar fashion.

The Conservancy records land and land interests at cost if purchased or at fair value at the date of acquisition if all or part of

the land was received as a donation. Fair value is generally determined by appraisal at the time of acquisition and is not

subsequently adjusted. Upon sale or gift, the book value of the land or land interest is reported as a program expense and

the related proceeds, if any, are reported as revenue in the consolidated statements of activities.

Conservation easements are comprised of listed rights and/or restrictions over the owned property that are conveyed by a

property owner to The Conservancy almost always in perpetuity in order to protect the owned property as a significant

natural area, as defined in federal tax regulations. These intangible assets may be sold or transferred to others so long as the

assignee agrees to carry out, in perpetuity, the conservation purposes intended by the original grantor.

The Conservancy has entered into contracts for the purchase of land that have not closed and other purchase commitments

related to operations totaling $262,822,000 and $209,260,000 as of June 30, 2024 and 2023, respectively.

Note 14. Leases

The Conservancy has entered into both non-cancelable lessor and lessee commitments. The Conservancy determines if a

contract contains a lease at the inception of a contract. A contract is determined to contain a lease if the contract conveys the

right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for

consideration. The Conservancy has elected the practical expedients to allow the lease and non-lease components not to be

separated in the event the contract contains both and to not record leases with an initial term of 12 months or less on the

consolidated statements of position.

Lessor commitments

include options to renew at the end of the lease term. Lease payments received under these commitments include fixed

payments for the rental space as well as variable payments based on usage of services and escalating costs of building

operations. Total lease income was $3,917,000 and $4,303,000 for the years ended June 30, 2024 and 2023, respectively.

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

25

Future fixed lease income under noncancelable operating leases is as follows as of June 30, 2024 (in thousands):

Lessee commitments

predominantly consist of operating leases for office buildings and equipment. Right-

of-use assets were $32,958,000 and $38,058,000, and lease liabilities were $37,646,000 and $43,327,000 as of June 30, 2024

and 2023, respectively. The weighted-average discount rate used to calculate the present value of future minimum lease

payments was 3.98% for 2024 and 3.49% for 2023.

Lease terms may contain renewal and extension options and early termination features. The weighted-average lease terms

were 5.65 and 5.81 years as of June 30, 2024 and 2023, respectively.

Lease expenses consist of the following for the years ended June 30 (in thousands):

The total cash payments for operating leases were $16,664,000 and $16,095,000, and noncash additions to operating lease

assets were $4,479,000 and $6,591,000 for the years ended June 30, 2024 and 2023, respectively.

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

26

Maturity analysis of future minimum lease payments for all operating leases are shown as follows as of June 30, 2024 (in

thousands):

As of June 30, 2024, The Conservancy has two additional operating leases that had not yet commenced for office buildings

with total estimated right-of-use assets of $2,084,000 and lease liabilities of $2,430,000 to be recognized upon the anticipated

lease commencements in July and August 2024.

Note 15. Bonds and Notes Payable

Bonds and notes payable consist of the following as of June 30 (in thousands):

Debt is reported at carrying

Conservancy to meet various reporting and financial metrics. The most restrictive financial covenants include maintaining

minimum bond ratings, minimum liquidity ratios, and limits on total debt. The Conservancy was in compliance with all

financial debt covenants as of June 30, 2024 and 2023.

Recourse bonds and notes payable are those for which the lenders can hold The Conservancy liable if the bond or payable is

defaulted upon.

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

27. Proceeds from

the Green Bonds issuance are used to fund eligible green projects that advance priorities for achieving sustainable

development goals. Eligible green projects may include but are not limited to environmentally sustainable land use,

biodiversity, water management, climate change adaptation, energy efficiency, and renewable energy.

In fiscal year 2022, a consolidated affiliate of The Conservancy entered into a transaction to purchase the debt of the country

Investment

obtaining a funding facility from a financial institution. BzBIC then in turn loaned those funds to the country of Belize for

use in cancelling certain outstanding debt obligations. As a result of this transaction, the country of Belize pledged to commit

significantly more resources to marine protection.

As part of this transaction, BzBIC obtained a loan from a financial institution totaling $364,000,000 as of June 30, 2024 and

2023. The note has an interest rate ranging from 2.10% to 4.47% from October 2022 through maturity in October 2040.

Interest payments are due semi-annually in April and October. Principal payments will be due semi-annually in April and

October, beginning April of 2032. In accordance with the loan agreement, pledged collateral totaling $29,531,000 and

$31,298,000 is reflected in investments on the consolidated statements of financial position as of June 30, 2024 and 2023,

respectively. This note is categorized as non-recourse to The Conservancy because liability in the event of default is limited

to BzBIC.

Additionally, BzBIC issued a note receivable to the country of Belize as described in Note 6 with payment terms aligned with

the payment terms of the loan.

The following schedule of amounts due is based on the maturity dates per the debt agreements (in thousands):

Interest expense incurred on total bonds and notes payable for the years ended June 30, 2024 and 2023 was $36,974,000

and $32,550,000, respectively.

Note 16. Split Interest Arrangements

The Conservancy enters into split interest arrangements whereby donations are held in trust by The Conservancy or third-

party trustees. Agreed-

a specified pe. In the case of retained life estates, the donor contributes real estate in

which the donor or designee retains the life interest to use the property for.

Upon termination, The Conservancy may use the assets for operations or a restricted use specified by the donor. Total

contributions received for split interest arrangements were $27,169,000 and $32,860,000 for the years ended June 30, 2024

and 2023, respectively.

The donated trust asset investments are recorded at fair value based on the latest available information and are included in

investments following the fair value hierarchy. The marketable securities and exchange traded funds are priced using

unadjusted market quotes. Debt obligations are valued based on the evaluated prices provided by an independent pricing

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

28

vendor or broker-dealer. Alternative investments are valued based on NAV as a practical expedient, and real properties are

valued by market-based appraisals. For split interest arrangements where The Conservancy is not the trustee, valuations are

based on the values reported by third-party trustees. There is no market for these arrangements, and therefore, they are

classified within Level 3. See Note 11 Investments for the fair value hierarchy of investments from split interest arrangements.

Changes in the fair value of split interest investments classified as Level 3 financial instruments are shown as follows for the

years ended June 30 (in thousands):

A liability for split interest obligations is recorded for the actuarially determined present value of the estimated future

payments to be made to the beneficiaries.

The Conservancy utilizes the 2012 Individual Annuity Reserving table to actuarially calculate the liability associated with the

estimated donor interests under these arrangements. The Conservancy determines the discount rate to be used in the month

the split interest arrangements are entered into with the donor and these rates have ranged from near 0% to 12%. The

present value of the actuarially determined liability resulting from these gifts is recorded at the date of gift and adjusted

annually thereafter to reflect fair value. The changes in value of split interest arrangements included in non-operating

activities in the accompanying consolidated statements of activities were increases of $6,655,000 and $7,611,000 for the years

ended June 30, 2024 and 2023, respectively.

Split interest arrangements payable consist of the following as of June 30 (in thousands):

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

29

Note 17. Net Assets

Management of Institutional Funds Act

original gifts as of the gift date of the donor-restricted endowment funds absent explicit donor stipulations to the contrary.

and donor-restricted

endowment funds. Board-designated funds functioning as endowment are classified as net assets with or without donor

restrictions based on the underlying net asset class of the funds at the time of designation. Over time, donor restrictions are

met as appropriations, subject to the spending policy, are spent on the restricted purpose. Donor-restricted endowment

funds with donor requirements that they be held in perpetuity include the original value of gifts donated and accumulations

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

30

made in accordance with the applicable donor gift instrument at the time the accumulation is added to the fund. Donor-

restricted endowment funds that are not required to be held in perpetuity are classified in donor-restricted net assets until

those amounts are appropriated for expenditure by The Conservancy in accordance with the spending policy stated in Note

11.

The Conservancy considers the following factors in making a determination to appropriate or accumulate donor-restricted

endowment funds:

The duration and preservation of the endowment fund,

The purpose of the institution and the endowment funds,

General economic conditions,

The possible effect of inflation or deflation,

The expected total return from income and appreciation of investments,

Other resources of the institution, and

The investment policy of the institution.

Endowment funds are categorized as follows in net asset classes as of June 30 (in thousands):

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

31

Changes in endowment net assets are summarized as follows for the years ended June 30 (in thousands):

From time to time, the fair value of assets associated with individual donor-restricted endowment funds may fall below the

level that the donor or UPMIFA requires The Conservancy to retain as principal in perpetuity. Deficiencies of this nature

existed in three and eight donor-restricted endowment funds as of June 30, 2024 and 2023, respectively, which together had

an original gift value of $2,035,000 and $3,145,000, current fair values of $1,954,000 and $2,920,000, and deficiencies of

$81,000 and $225,000, respectively. These deficiencies resulted from unfavorable market fluctuations that occurred shortly

after the investment of new contributions for donor-restricted endowment funds and authorized appropriation that was

deemed prudent.

The Conservancy has a policy that permits spending from underwater endowment funds up to the Board-approved annual

THE NATURE CONSERVANCY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2024 AND 2023

32

Note 18. Guarantee Liability

In September 2022, The Conservancy entered into a co-guarantee structure with the Inter-American Development Bank

(IADB) that enabled the Government of Barbados (Barbados) to pay down certain of its existing debt with the proceeds from

a new term loan issuance with more favorable financing terms. Barbados has agreed to direct a portion of the savings gained

Conservancy and IADB act as co-guara

guaranteed $100,000,000, and The Conservancy guaranteed $50,000,000. The maximum amount that The Conservancy

could be required to pay under the guarantee was $50,000,000 as of June 30, 2024 and 2023. This amount decreases over

time as Barbados makes payments on the loan and is expected to reach zero in 2030. As of June 30, 2024 and 2023, Barbados

was up to date on required payments. The agreement is subject to a counter-guarantee agreement with Barbados, and The

Conservancy has obtained reinsurance over the full guaranteed amount. As of June 30, 2024 and 2023, the fair value of the

related guarantee liability was approximately $1,448,000 and $1,838,000, respectively, which is included in deferred revenue

and refundable advances in the accompanying consolidated statements of financial position.

Note 19.

Noncontrolling Interests

When The Conservancy owns less than a 100% interest in a consolidated entity, it reflects the third-party noncontrolling

interests separately in net assets without donor restrictions on the consolidated statements of financial position.

Changes in consolidated net assets without donor restrictions are summarized as follows for the years ended June 30 (in

thousands):

Board of Directors

As of October 9, 2025

Board Chair

Senator William Frist

Founding Partner

Frist Cressey Ventures

Nashville, Tennessee

Board Term: June 2015 – October 2026

Treasurer

John Bernstein

Partner

Generation Investment Management

London, UK

Board Term: October 2020 – October 2029

Chief Executive Officer

Jennifer Morris

The Nature Conservancy

Arlington, Virginia

Term: May 18, 2020 – Present

Secretary

Shirley Ann Jackson

President Emerita

Rensselaer Polytechnic Institute

Troy, New York

Board Term: February 2020 – October 2029

James Attwood, Jr.

Senior Advisor

The Carlyle Group

Bedford Hills, New York

Board Term: October 2021 – October 2030

Harry R. Hagey

Former Chairman and Chief Executive Officer

Dodge & Cox

Menlo Park, California

Board Term: October 2017 – October 2026

Stuart Brown

Former Director

Brown-Forman Corporation

Telluride, Colorado

Board Term: February 2025 – October 2034

Margaret A. Hamburg

Former Commissioner

U.S. Food and Drug Administration

Washington, DC

Board Term: February 2019 – October 2028

Suzan Craig Dunand

Board Member and Cofounder

Villars Institute Foundation

Nyon, Vaud, Switzerland

Board Term: October 2025 – October 2034

Fred Hu

Founder, Chairman, and CEO

Primavera Capital Group Hong

Kong, China

Board Term: February 2022 – October 2031

Michelle J. DePass

President

DePass Paulson Advisors

Fairfield, California

Board Term: October 2020 – October 2029

Sally Jewell

Former U.S. Secretary of Interior

Seattle, Washington

Board Term: May 2018 – October 2027

Harry R. Hagey

Former Chairman and Chief Executive Officer

Dodge & Cox

Menlo Park, California

Board Term: October 2017 – October 2026

Nancy Knowlton

Sant Chair in Marine Science Emerita Smithsonian

National Museum of Natural History

Brooksville, Maine

Board Term: October 2018 – October 2027

October 9, 2025

Edwin Macharia

Cofounder, Axum

Nairobi, Kenya

Board Term: October 2020 – October 2029

Roshni Nadar Malhotra

Chairperson, HCL Technologies

New Delhi, India

Board Term: June 2024 – October 2033

Douglas B. Petno

Co-CEO, Commercial & Investment Bank

JPMorgan Chase

New York, New York

Board Term: May 2018 – October 2027

Sérgio Rial

Chairman of the Board

Vibra Energia SA

São Paulo, Brazil

Board Term: February 2022 – October 2031

Fawn Sharp

Immediate Past President

National Congress of American Indians

Amanda Park, Washington

Board Term: April 2024 – October 2033

Anna Skoglund

Partner, Goldman Sachs

London, UK

Board Term: February 2023 – October 2032

Kent J. Thiry

Former CEO & Executive Chairman of DaVita

Denver, Colorado

Board Term: June 2019 - October 2029

Kevin Weil

Chief Product Officer

OpenAI

Menlo Park, California

Board Term: June 2019 – October 2028

Margaret Whitman

Former U.S. Ambassador to Kenya

Telluride, Colorado

Board Term: October 2011 – October 2030*

*Rejoined the Board in October 2025 after serving 4.5 years previously.

As of October 9, 2025

JOHN CLARK PLUMMER, JR.

Professional Experience

The Nature Conservancy Concord, NH

Land Protection Specialist Jan 2025 - Dec 2025

● Manage conservation real estate transactions in New Hampshire

● Secure private and public funding and manage grant obligations

● Manage the budget and finances of the Great Bay Resource Protection Partnership

Society for the Protection of New Hampshire Forests Bethlehem, NH

Regional Stewardship Manager Dec 2021 - Dec 2024

● Steward about 250 conservation easements and deed restrictions on properties in

northern New Hampshire, totaling ~45,000 acres

● Uphold the organization’s commitment as a land trust through annual ground

monitoring and remote monitoring of properties

● Identify and resolve violations of conservation easements and deed restrictions in

accordance with New Hampshire Charitable Trusts rules, Federal Internal Revenue

Service regulations, and internal policies

● Analyze forest management plans, GIS data, real estate transactions, and legal

documents in support of stewardship obligations

● Manage a geodatabase and create maps for internal and external use

● Develop new and revise existing conservation easement language, internal policies,

procedures, and guidance documents

● Administer conservation easement amendments, reserved right requests, and

deed interpretation requests

● Write baseline documentation reports and current conditions reports

● Assist in developing land protection projects by cultivating relationships with

landowners and collaborating with land protection staff

Green Mountain Club Waterbury Center, VT

Development Assistant Sep 2021 - Nov 2021

● Analyzed and processed information in membership database

● Supported fundraising efforts and donor engagement

● Provided general administrative support

Outreach & Field Coordinator Sep 2019 - Aug 2021

● Managed use and outdoor education for organized hiking groups on the 500+ mile

Long Trail System

● Recruited and led local organizations to volunteer 2000+ hours on the Long Trail

● Led a photo-monitoring study of vegetation in the Mount Mansfield Natural Area to

assess hiking impacts and the efficacy of management efforts

● Hosted virtual and in-person education programs about outdoor ethics and

recreation for 1000+ public participants as a Leave No Trace Master Educator

● Drafted an Overnight Site Management Plan, a framework for the organization to

communicate management practices of high-use sites

● Contributed to the development of a Strategic Conservation Plan

Squam Lakes Association Holderness, NH

Lakes Region Conservation Corps Member Nov 2018 - Aug 2019

● Developed a conservation easement monitoring program to formalize stewardship

of conserved land and ensure compliance with easement terms

● Performed water quality monitoring and testing across the watershed

● Monitored and removed aquatic invasive species as part of a dive crew

● Managed a trail maintenance database, in conjunction with GPS and map data

collection, to meet trail management objectives for 50+ miles of hiking trails

● Delivered education programs on ecology, watersheds, and natural resources

Green Mountain Club Waterbury Center, VT

Backcountry Caretaker Jun 2018 - Oct 2018

● Educated hikers about local ecosystems and promoted outdoor ethics to protect

natural resources

● Managed multiple high-use backcountry campsites including the highest use

overnight site on the Long Trail System

● Maintained 15+ miles of hiking trails in the Green Mountain National Forest and

served as a public liaison for the U.S. Forest Service

Liberty Mutual, Commercial Insurance IT Dover, NH

IT Project Coordinator, Document Solutions Jun 2016 - Apr 2017

● Led the organization’s first team to migrate a content management application to

a cloud-based platform

● Managed project plans and product testing

● Managed a customer dashboard to provide project updates

IT Project Coordinator, Portfolio Services Nov 2014 - May 2016

● Managed projects including an operating system upgrade, the replacement of an

email encryption application and a security application upgrade

● Created and managed a server decommission process to coordinate the

retirement of approximately 1500 servers

IT Analyst, Delivery Services Jan - Oct 2014

● Secured buy-in, planned, and managed the migration of a 100+ person

organization to new version of Microsoft SharePoint

● Helped create a live report to display the timeline of impacts in software life cycles

across 500+ applications

Technical Skills

ArcGIS Pro, ArcMap, ArcGIS StoryMaps

Certifications

Wilderness First Responder, Leave No Trace Master Educator

Education

University of New Hampshire, Bachelor of Arts in Business

Volunteering

Mt. Eustis Ski Hill Littleton, NH

President, Board of Directors May 2024 - present

Secretary, Board of Directors Mar 2022 - May 2024

Notable and Related Experiences

Appalachian Trail Hike (2017), Long Trail Hike (2015), Eagle Scout (2010)

Rachel L. Rouillard Leadership and Organizational Administration Policy

Executive Summary

Strategic, collaborative, creative, entrepreneurial leader with 30+ years of government and non-profit

leadership. Success in building, transforming, scaling up, and managing small and mid-sized organizations for a

$200+ million in NH statewide investment. Experienced decision-maker with expertise developing and

managing boards and teams and managing public affairs and public policy development at local, state, and

national levels. Strong history of successfully engaging diverse constituencies and working within and across

private, NGO, governmental and academic sectors to set priorities and accomplish shared goals.

Education

Harvard University, Kennedy School of Government, Cambridge, MA – 2008, MPA

Professional Experience

THE NATURE CONSERVANCY in New Hampshire Concord, NH 2022-present

State Director, NH Business Unit

Executive Director and conservation strategist for the New Hampshire Operating Unit (OU). Accountable for

the OU’s success in implementing TNC’s conservation approach, producing measurable conservation and

fundraising results, and maintaining organizational values. Ensures outcomes are achieved in priority areas

that fall within the operating unit’s responsibilities, and contribute intellectual, financial, and/or human

resources to the formulation and execution of priority cross-boundary efforts. Supports alignment of activities

by securing, coordinating, and configuring resources, capacity, and programs to address the most critical

organization-wide projects, threats and strategies. Responsible for collaborating with others on the

procurement and application of resources to address the conservation priorities established by TNC, both in

the ecoregion(s)/operating unit and in areas beyond span of authority. Serves as the primary local

spokesperson for TNC to internal and external audiences (including staff, volunteers, the Board of Trustees,

public and private donors, government agencies and officials, community leaders and other partners) and

cultivates those audiences to support and promote TNC’s mission and vision.

Oversees board and trustee management, engagement and function, as well as fundraising and marketing for

the OU, including approving budgets and setting priorities which dictate private and public fundraising goals.

Supports philanthropy, resources and external affairs staff in the cultivation and direct solicitation of donors

(private, bilateral and multilateral government) to meet fundraising goals. Responsible for a significant portion

of the OU’s direct fundraising, sometimes in a major market area.

THE NATURE CONSERVANCY in New Hampshire Concord, NH 2021-2022

Director of Conservation Strategy

Led the conservation program for TNC-NH, including managing a team of highly skilled professionals to develop

and deliver conservation initiatives that advance TNC’s vi sion of creating a resilient and sustainable future for

people and nature, with a focus on conserving priori ty landscapes, watersheds, and seascapes within the

context of TNC’s New Hampshire Chapter, Northeast Divis ion, and Global priorities. Provided conservation

vision and leadership to teams acro ss the BU, the Leadership Team, and the Board of Trustees. Worked with

Philanthropy to vision and develop new campaign appr oach, and meeting with large and small donors to

communicate current and future work. Facilitated develo pment of high-level strategies, advancing diversity,

equity, inclusion and justice in all conservation practi ces, evaluating program effectiveness, empowering and

supporting staff, trouble-shooting barriers, and communicating and coordinating to ensure results. Served as a

key liaison with state, federal, NGO and science partners.

PISCATAQUA REGION ESTUARIES

PARTNERSHIP (PREP) Durham, NH 2010-2021

Executive Director

Directed all aspects of PREP, one of 28 National Estuary Programs designated and funded by Congress through

the USEPA and housed at the University of New Hampshire (UNH). Program study area serves 52 communities

in New Hampshire and Maine (~1,100 sq mi). Responsible for organizational leadership, direction, and

oversight including program design, implementation and reporting, grant-making and contract development,

communications with media, agencies and congressional offices, and board, committee, and team

management. Managed operating budget of ~ $4+ million from municipal, state, federal and private sources.

Served on national association board of directors and federal agency committees to advance clean water

policy.

Vision, Leadership, and Impact

 Developed and implemented a new vision for PREP, including new branding for greater recognition

across the region, and a restructuring of staff and roles resulting in increased community impact

towards achieving organizational goals in support of clean water and healthy landscapes.

 Initiated and navigated a successful, 3-year transition of a 28-member advisory board from original

members having served 15-20 years to a new, diverse, inclusive membership with term limits.

 Envisioned, initiated, and scaled a growing, regional monitoring collaborative and serve as convener

and fiduciary agent for annual cross-sector investments in data collection and analysis.

 Accountable for development and publication of all environmental trend reporting and management

documents to inform significant public infrastructure investments in water resources for both public use

and state and federal policy development in Maine and New Hampshire.

 Recognized and vested as a Principal Investigator (PI) within the university system.

Influence, Collaboration, and Management

 Re-established trust in PREP across sectors and the region through collaboration and transparency.

New approach to reporting ecological and water quality trends in the estuarine system resulted in

broad recognition and use of data and interpretation to inform local, state, and federal decision-issuing

for Nonpoint Source Pollution permits, making investments in pollutant load reduction, land use and

conservation and ecological restoration.

 Successfully navigated a transition in EPA oversight resulting in a stronger relationship between EPA

and UNH, and increased EPA support for critical initiatives.

 Managed a university-federal Cooperative Agreement and associated congressional funding and

reporting requirements.

 Established new, highly effective, collaborative-science focused technical advisory committees and staff

teams to develop shared visions and transparent processes for feedback and to achieve stated regional

goals.

 Recognized in 2021 EPA Great Bay permit as regional resource for monitoring and collaboration

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Denise Vaillancourt, SPHR, SHRM-SCP

Professional Experience

The Nature Conservancy-NH Concord, NH

Finance Manager July 2023 – present

 Responsible for all financial functions for the NH business unit.

 Develop annual $6 million operating and capital budgets and multi-year budget projections through engaging all

project managers in the process

 Approve all grant budgets, invoices, land acquistions

 Implement TNC financial policies and GAAP accounting practices

 Staff liaison to Finance Committee

Waypoint Manchester, NH

Director of Finance Aug 2022 – March 2023

 Chief financial officer for agency with $19 million in annual income.

 Establishes annual financial objectives in concert with the senior team and board

 Define and track key financial indicators

 Lead financial planning, annual budget and grant and contract budget development

 Staff liaison to Board Finance and Audit committees

 Build relationship outside the agency with key stakeholders – landlords, state agencies, bank and investment

providers

 Establish service oriented culture and improve service delivery of accounting department

Farmsteads of New England Hillsborough, NH

Finance Director Dec 2020 – July 2022

 Chief financial officer for agency with $3.8 million in annual income.

 Responsible for all financial functions

 Develop and implement best practices for financial management

 Develop annual operating and capital budgets and multi-year budget projections through engaging all project

managers in the process.

 Manage annual audit and tax filing in cooperation with outside audit firm.

 Staff liaison to Board Finance committee.

Girl Scouts of the Green and White Mountains Bedford, NH

Chief Financial Officer 2019 – June 2020

 Chief fiscal officer for non-profit with $6 million annual operating budget.

 Responsible for all financial functions and supervising a team of two employees.

 Participate in strategic goal setting and executing organizational initiatives as member of senior management team.

 Develop and implement best practices for financial and risk management.

 Develop annual operating and capital budgets and multi-year budget projections through engaging all project

managers in the process.

 Primary relationship manager with bankers, investment managers, insurance brokers and auditors.

 Staff liaison to Board Audit and Finance committees.

Society for the Protection of New Hampshire Forests Concord, NH

Vice President for Finance 2007 – 2019

 Chief fiscal officer for non-profit with $5.5 million annual operating budget and $86.5 million in assets.

 Responsible for all financial, human resource and front office functions and supervising team of four employees

 Participate in strategic goal setting and executing organizational initiatives as member of senior management team.

 Develop and implement best practices for financial, risk, and human resource management.

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 Develop annual operating and capital budgets and multi-year budget projections through engaging all project

managers in the process

 Primary relationship manager with bankers, investment managers, insurance brokers, auditors and employee benefits

providers.

 Staff liaison to Board Audit, Finance and Investment committees.

Familystrength Concord, NH

Director of Finance and Administration 2006 – 2007

 Chief financial officer for agency with $3.5 million in annual income.

 Responsible for all financial and data reporting needs for the agency.

 Establish operating policies consistent with the agency’s broad policies and objectives and ensure their execution.

 Lead effort to improve agency’s information technology infrastructure, data capture and reporting capabilities.

 Prepare agency and grant budgets.

 Advise regional directors in budget development and management.

 Develop management reports to allow senior management staff to monitor budgets, service standards, productivity,

and efficacy of agency services

Technology Licensing Office Massachusetts Institute of Technology Cambridge, MA

Financial Manager 1999 – 2005

 Run financial department for an office with $40 million in annual income.

 Manage $12 million operating budget and seven employees.

 Serve four years on special assignment as project manager for the design, development and implementation of a new

business information system (Forrester).

Assistant Financial and Information Systems Manager 1991 - 1999

 Manage $5 million patenting budget.

 Responsible for $10 million in annual receivable collections.

 Manage four employees.

 Improve collection procedures to reduce average monthly uncollected receivables by one third..

 Assemble and lead team responsible for ongoing systems development of licensing, intellectual property and financial

tracking computer information system.

Education

Lesley University B.S. Management 2004 G.P.A. 3.93

Professional Certifications

SPHR (Senior Professional in Human Resources) 2009 – present

SHRM-SCP (Senior Certified Professional) 2015 – present

Volunteer Experience

New Hampshire Land Trust Coalition 2025 – present

board of directors

GoodLife Programs and Activities, Concord NH 2020 – present

board of directors 2020 – present, board chair 2024-2025

Girl Scouts of the Green and White Mountains 2009 – 2019

audit committee 2013 - 2019

board of directors 2009 – 2014; 2018 – 2019

Human Resource Association of Greater Concord 2013 – 2018

board president 2015 – 2017 (chapter Platinum SHRM Excel award annually)

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board vice president 2014 – 2015; board of directors 2013 – 2014

Alliance for Animals, Arlington, MA 1994 – 2001

Volunteer Coordinator 1997 – 2001; cat care 1994 – 2001