UNIVERSITY OF WISCONSIN CREDIT UNION. CONSOLIDATED FINANCIAL STATEMENTS December 31, 2014 and 2013

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1 CONSOLIDATED FINANCIAL STATEMENTS

2 Madison, Wisconsin CONSOLIDATED FINANCIAL STATEMENTS CONTENTS INDEPENDENT AUDITOR S REPORT... 1 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION... 3 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME... 4 CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS EQUITY... 5 CONSOLIDATED STATEMENTS OF CASH FLOWS

3 INDEPENDENT AUDITOR S REPORT Board of Directors and Audit Committee University of Wisconsin Credit Union Madison, Wisconsin Report on the Financial Statements We have audited the accompanying consolidated financial statements of University of Wisconsin Credit Union ( the Credit Union ), which comprise the consolidated statements of financial condition as of, and the related consolidated statements of income and comprehensive income, changes in members equity, and cash flows for the years then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1.

4 Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of University of Wisconsin Credit Union as of, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Oak Brook, Illinois March 6, 2015 Crowe Horwath LLP 2.

5 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION ASSETS Cash and cash equivalents $ 124,957 $ 60,970 Interest bearing deposits in other financial institutions Securities purchased under agreements to resell - 152,904 Securities available-for-sale 343, ,779 Loans held for sale, at fair value 20,797 12,580 Loans to members, net 1,238,159 1,116,122 Federal Home Loan Bank stock, at cost 5,260 5,260 Accrued interest receivable 11,783 11,860 Premises and equipment, net 61,222 60,421 Receivable from trustee, net 17,817 - National Credit Union Share Insurance Fund (NCUSIF) deposit 15,980 14,727 Other assets 18,622 17,134 $ 1,858,503 $ 1,746,757 LIABILITIES AND MEMBERS EQUITY Liabilities Members deposits $ 1,675,852 $ 1,559,565 Outstanding drafts payable 5,132 5,276 Accrued interest payable and other liabilities 25,338 18,932 1,706,322 1,583,773 Members equity Regular reserve 113, ,900 Undivided earnings 35,761 59,934 Accumulated other comprehensive income (loss) 2,510 (1,850) 152, ,984 $ 1,858,503 $ 1,746,757 See accompanying notes to consolidated financial statements. 3.

6 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Years ended Interest income Loans $ 50,033 $ 45,390 Securities and interest-earning deposits 5,997 3,772 56,030 49,162 Interest expense Members deposits 2,860 3,290 Borrowed funds ,860 3,324 Net interest income 53,170 45,838 Provision for loan losses 5,125 4,956 Net interest income after provision for loan losses 48,045 40,882 Non-interest income Service charges and fees 6,593 6,041 Fees on loans 4,420 4,984 Card and ATM interchange 19,986 17,743 Net gain on sale of loans 4,434 4,765 Net gain on sale of securities Other 2,508 2,324 38,032 36,833 Non-interest expense Salaries and employee benefits 30,419 28,315 Office occupancy 5,053 4,879 Office operations 6,222 6,317 Share insurance premiums - 1,178 Loan processing 10,437 9,480 Card program interchange and processing 5,298 5,263 Data processing 3,050 2,825 Professional services 1,558 1,248 Marketing and advertising 2,532 2,196 Valuation allowance on receivable from trustee, net 35,160 - Other 1,511 1, ,240 63,201 Net (loss) income (15,163) 14,514 Other comprehensive income (loss): Change in unrealized gains (losses) on securities 4,451 (2,618) Reclassification adjustments for gains recognized in income (91) (976) Other comprehensive income (loss) 4,360 (3,594) Comprehensive (loss) income $ (10,803) $ 10,920 See accompanying notes to consolidated financial statements. 4.

7 CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS EQUITY Years ended Accumulated Other Comprehensive Total Regular Undivided Income Members Reserve Earnings (Loss) Equity Balance at January 1, 2013 $ 96,780 $ 53,540 $ 1,744 $ 152,064 Net income - 14,514-14,514 Other comprehensive loss - - (3,594) (3,594) Equity transfer 8,120 (8,120) - - Balance at December 31, ,900 59,934 (1,850) 162,984 Net loss - (15,163) - (15,163) Other comprehensive income - - 4,360 4,360 Equity transfer 9,010 (9,010) - - Balance at December 31, 2014 $ 113,910 $ 35,761 $ 2,510 $ 152,181 See accompanying notes to consolidated financial statements. 5.

8 CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended Cash flows from operating activities Net (loss) income $ (15,163) $ 14,514 Adjustments to reconcile net (loss) income to net cash from operating activities Depreciation 4,479 4,170 Provision for loan losses 5,125 4,956 Amortization of mortgage servicing rights 1,575 1,235 Net amortization on securities available-for-sale 2,211 2,707 Net gain on sale of securities (91) (976) Valuation allowance on receivable from trustee 35,160 - Net gain on sale of loans (4,158) (3,481) Net loss on sale or write-down of other real estate owned Change in fair value of loans held for sale (481) 936 Proceeds from sale of loans held for sale 309, ,018 Origination of loans held for sale, net (313,012) (452,242) Net change in: Accrued interest receivable Other assets (4,351) (2,946) Outstanding drafts payable (144) (334) Accrued interest payable and other liabilities 6,406 (3,678) Net cash from operating activities 27,317 54,803 Cash flows from investing activities Proceeds from maturities, calls, and paydowns of securities available-for-sale 90,599 47,549 Purchases of securities available-for-sale (142,187) (159,628) Proceeds from sale of securities 4,951 21,992 Proceeds from the sale of other real estate owned 1, Purchase of premises and equipment (5,280) (9,009) Purchase of Federal Home Loan Bank stock - (893) Net change in: Interest-bearing deposits in other financial institutions (250) - Securities purchased under agreements to resell 99,927 (133,985) Loans to members (127,841) (67,684) NCUSIF deposit (1,253) (1,376) Net cash from investing activities (79,617) (302,101) Cash flows from financing activities Net change in members deposits 116, ,034 Advances from the FHLB - 100,000 Repayment of FHLB advances - (100,000) Net cash from financing activities 116, ,034 Net change in cash and cash equivalents 63,987 (119,264) Cash and cash equivalents at beginning of year 60, ,234 Cash and cash equivalents at end of year $ 124,957 $ 60,970 Supplemental disclosure of cash flow information Cash paid during the year for interest $ 2,861 $ 3,318 Loans transferred to other real estate owned 679 1,738 Conversion of securities purchased under agreements to resell to receivable from trustee, net 52,977 - See accompanying notes to consolidated financial statements. 6.

9 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation: The consolidated financial statements include the accounts of University of Wisconsin Credit Union (the Credit Union) and its wholly owned subsidiary, CU Campus Resources, LLC, a credit union service organization that provides customized student loan services and campus relationship advisory services to credit unions. All significant intercompany accounts and transactions have been eliminated. Nature of Operations and Concentrations of Credit Risk: The Credit Union is a state-chartered, federally insured cooperative located in Madison, Wisconsin, with various branch locations to conveniently service its members in the Madison metropolitan area and also in Green Bay, Milwaukee, Stevens Point, Oshkosh and Whitewater, Wisconsin. The Credit Union is organized under the laws of the state of Wisconsin for the purpose of promoting thrift among and creating a source of credit for its members. The Credit Union s primary services include accepting shares and making loans. The Credit Union grants consumer (including credit card), education, mortgage, and home equity loans to its members. The majority of the loans are secured by collateral including autos and other types of vehicles, members deposits, real estate, and other consumer assets. There are no significant concentrations of loans to any one industry or member. However, the members ability to repay their loans is dependent on the general economic conditions in the area. Concentration in the limited market in which the Credit Union does business represents a potential for significant impact should adverse economic events occur within this limited market. Field of Membership: Any current or former employee, an enrolled or current student, or alumnus of the University of Wisconsin System, Edgewood College or Madison Area Technical College (MATC), Madison, Wisconsin; any current or former employee of the Credit Union, or an affiliate of the University of Wisconsin System, or of Covance Clinical Research Units, Inc., Madison, Wisconsin; or of the Wisconsin Interscholastic Athletic Association; persons residing, employed, enrolled in or attending school within a five-mile radius of the headquarters office or any branch location; a public depositor; and any member of the immediate family of any other eligible person may become a member of the Credit Union in the manner provided in the bylaws. Any organization or association may become a member of the Credit Union if a majority of the directors, owners or members thereof are eligible for membership in the Credit Union. In addition, any organization or association that has a business location within the geographic areas described earlier in this paragraph is eligible for membership in the Credit Union. Furthermore, any trust may become a member of the Credit Union if a majority of the persons who are trustee(s) and beneficiary(ies) are eligible for membership in the Credit Union. Subsequent Events: The Credit Union has evaluated subsequent events for recognition and disclosure, through March 6, 2015, which is the date the financial statements were available to be issued. 7.

10 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ from those estimates. It is reasonably possible that our estimate for the value of our receivable from trustee, net could change in the near term. Refer to Note 13 for additional information. Securities Purchased Under Agreements to Resell: The Credit Union enters into purchases of securities under agreements to resell substantially identical securities. Securities purchased under agreements to resell consist of the U.S. government guaranteed portion of pools composed of SBA loans and guaranteed interest certificates, USDA loans, AID loans and cash. The amounts advanced under these agreements are reflected as assets. The securities are delivered by appropriate entry into the Credit Union s account maintained by a third-party custodian s account designated under a written custodial agreement that explicitly recognizes the Credit Union s interest in the securities. These agreements have a next day maturity. At December 31, 2014 the Credit Union no longer owned any securities purchased under agreements to resell. Refer to Note 13 for information related to one pool of USDA loans that were converted to a receivable from trustee, net. Securities: Securities classified as available for sale are those debt securities that the Credit Union intends to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell a security classified as available-for-sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Credit Union s assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. Securities available-for-sale are carried at fair value with unrealized holding gains or losses reported in other comprehensive income (loss). Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments. Gains and losses on sales are based on the amortized cost of the security sold. Management evaluates securities for other-than-temporary impairment ( OTTI ) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. 8.

11 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement and 2) other-than-temporary impairment (OTTI) related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. Loans Held for Sale: Loans held for sale are recorded at fair value as of the balance sheet date. The fair value includes the servicing value of the loans as well as any accrued interest. Mortgage loans held for sale are generally sold with servicing rights retained. The carrying value of mortgage loans sold with servicing retained is reduced by the cost allocated to the servicing right. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold. Loans: Loans that the Credit Union has the intent and ability to hold for the foreseeable future are stated at the amount of unpaid principal, net of deferred loan origination fees, reduced by an allowance for loan losses. Interest income is accrued on the unpaid principal balance. The accrual of interest on loans is generally discontinued at the time the loan is 90 days delinquent. Credit card loans and other personal loans are typically charged off no later than 180 days past due. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Loan fees and direct loan-origination costs are deferred, and the net fee or cost is recognized as an adjustment to interest income using the interest method over the contractual life of the loans, adjusted for estimated prepayments based on the Credit Union s historical prepayment experience. 9.

12 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. The allowance for loan losses is established through a provision for loan losses charged to expense. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing loans, based on an evaluation of the collectability of loans and prior loan loss experience. This evaluation takes into consideration such factors as changes in the nature and volume of the loan portfolio; overall portfolio quality; information about specific borrower situations; and estimated collateral values, economic conditions, and other factors. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. The allowance consists of specific and general components. The specific component relates to loans that are internally classified, primarily due to delinquent status. A loan is considered impaired when, based on current information and events; it is probable that the Credit Union will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Large groups of smaller balance homogenous loans, such as consumer and residential real estate loans, are collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosures. Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Credit Union determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses. 10.

13 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Credit Union over the most recent two to four years. The two and four year loss history is blended. The Credit Union considers other economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations. The following portfolio segments have been identified Real Estate Secured Loans: The degree of risk in residential mortgage lending depends primarily on the loan amount in relation to collateral value, the interest rate and the borrower s ability to repay in an orderly fashion. First mortgage loans generally possess a lower inherent risk of loss than other real estate loans due to collateral existing even in a declining real estate market. All other real estate loans include home equity lines of credit and second mortgage loans. As these loans are in a second or later position, they represent greater risk than first mortgage loans. Consumer Loans: Consumer loans consist of direct and indirect vehicle loans, credit cards and other unsecured loans. The credit quality of consumer loans vary depending on the collateral, if any, and economic trends determined by unemployment rates and other key economic indicators. Student Loans: The degree of risk in student loans depends primarily whether it is a government guaranteed or private student loan. Government guaranteed student loans carry a guarantee for nearly all of the outstanding principal and accrued interest. Private student loans are unsecured. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Private student loan risk is partially mitigated by the requirement of a cosigner on the loan and the high standard for the borrower to access bankruptcy protection. Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. If fair value declines, a valuation allowance is recorded through expense. Costs after acquisition are expensed. At, the Credit Union had other real estate owned of $52 and $834, respectively. 11.

14 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Premises and Equipment: Land is stated at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed over the assets useful lives on the straightline basis. Maintenance and repairs are expensed and major improvements are capitalized. Gains and losses on disposition are included in current operations. Long-Term Assets: Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value. The Credit Union did not have any impaired premises and equipment at. Mortgage Servicing Rights: Servicing rights are recognized separately when they are acquired through sales of loans. Fair value is primarily based on market prices for comparable mortgage servicing contracts. All classes of servicing assets are subsequently measured using the amortization method, which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans. Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. If the Credit Union later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Any changes in valuation allowances would be reported with other operating income on the income statement. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses. The carrying value of the servicing rights asset is included in other assets for financial presentation purposes. Mortgage Banking Derivatives: Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest on the loan is locked. The Credit Union enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in net gains on sales of loans. 12.

15 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Transfers of Financial Assets: Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Credit Union, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Credit Union does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. NCUSIF Deposit: The deposit in the NCUSIF is in accordance with National Credit Union Administration (NCUA) regulations, which require the maintenance of a deposit by each insured credit union in an amount equal to one percent of its insured shares. The deposit would be refunded to the Credit Union if its insurance coverage is terminated, it converts to insurance coverage from another source, or the operations of the fund are transferred from the NCUA Board. NCUSIF and Temporary Corporate Credit Union Stabilization Fund (TCCUSF) Insurance Premiums: A credit union is required to pay an annual insurance premium equal to a percent of its total insured shares, unless the payment is waived by the NCUA Board. The NCUA Board waived the insurance premium for insured shares outstanding for 2014 and In 2014 and 2013, the NCUA Board assessed a TCCUSF insurance premium for insured shares outstanding of $0 and $1,178 respectively. Members Deposits: Members deposits are subordinated to all other liabilities of the Credit Union upon liquidation. Interest rates on members deposit accounts are based on available earnings at the end of an interest period. Interest rates on members deposit accounts are set by management in accordance with the policies set forth and approved by the Board of Directors, based on an evaluation of current and estimated future market conditions. Members Equity: The Credit Union is required by regulation to maintain a statutory reserve (regular reserve). This reserve, which represents a regulatory restriction of members equity, is not available for the payment of interest to members. The transfer from undivided earnings to the regular reserve in 2014 and 2013 was voluntarily done by the Board of the Credit Union. Income Taxes: The Credit Union is exempt, by statute, from federal and state income taxes. The Credit Union does, however, pay sales tax, property tax, payroll taxes, and federal and state income tax on unrelated business activities. 13.

16 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Internal Revenue Service (IRS) and certain taxing authorities are evaluating what, if any, products and services provided by state chartered credit unions or their credit union service organizations are subject to unrelated business income tax (UBIT). There is currently very little guidance in the IRS Code on what activities should be subject to UBIT. The IRS has issued certain technical advice memorandums identifying certain activities as being subject to UBIT. As a result, at this time there is uncertainty regarding whether state chartered credit unions should pay income tax on certain types of net taxable income from activities that may be considered by taxing authorities as unrelated to the purpose for which credit unions were granted non-taxable status. The tax liability recorded by the Credit Union as of attributed to unrelated business activities was not material. A tax position will be recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized will be the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit will be recorded. There is no accrual necessary at year-end 2014 and The Credit Union recognizes interest and/or penalties related to income tax matters in the operations section of the consolidated statement of income. No interest or penalties were incurred during 2014 and Retirement Savings Plan: The Credit Union sponsors a retirement savings plan covering substantially all employees eligible as to age and length of service. The amount of the contribution to the plan is determined annually at the discretion of the Board of Directors and complies with the requirements of the plan agreement. Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale, which is also recognized as a separate component of members equity. Cash Flow Reporting: Cash and cash equivalents include the Credit Union s cash on hand and balances on deposit in other institutions with original maturities of three months or less. The Credit Union reports net cash flows for member loan and share transactions, interest-bearing deposits in other financial institutions, securities purchased under agreements to resell and the NCUSIF deposit. At, cash and cash equivalents include approximately $96,663 and $35,596 of deposits at the Federal Reserve Bank of Chicago, respectively. 14.

17 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Off-Balance-Sheet Financial Instruments: Financial instruments include off-balance-sheet credit instruments, such as commitments to make loans and lines of credit, issued to meet memberfinancing needs. The face amount for these items represents the exposure to loss, before considering collateral or ability to repay. Such financial instruments are recorded when they are funded. Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Reclassification: Some items in the prior-year financial statements were reclassified to conform to the current year presentation. Such reclassifications had no effect on members equity or net income as previously reported. NOTE 2 - SECURITIES AVAILABLE-FOR-SALE The following table summarizes the amortized cost and fair value of the available-for-sale investment securities portfolio at and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income were as follows: Gross Gross Amortized Unrealized Unrealized Fair 2014 Cost Gains Losses Value Available-for-sale U.S. government sponsored entities and agencies $ 88,292 $ 716 $ (72) $ 88,936 Corporate bonds 42,595 1,238 (20) 43,813 Agency collateralized mortgage obligations-residential 46, (299) 46,227 Agency mortgage-backed securities-residential 163,795 1,289 (404) 164,680 Total available-for-sale $ 341,146 $ 3,305 $ (795) $ 343,

18 NOTE 2 - SECURITIES AVAILABLE-FOR-SALE Gross Gross Amortized Unrealized Unrealized Fair 2013 Cost Gains Losses Value Available-for-sale U.S. government sponsored entities and agencies $ 66,548 $ 20 $ (1,230) $ 65,338 Corporate bonds 25, (220) 25,415 Agency collateralized mortgage obligations-residential 54, (456) 54,250 Agency mortgage-backed securities-residential 149, (824) 149,776 Total available-for-sale $ 296,629 $ 880 $ (2,730) $ 294,779 In 2014 approximately $4,951 of agency mortgage-backed securities were sold. All securities were sold at a gain for a total of $91. In 2013 approximately $21,992 of agency mortgage-backed securities were sold. All securities were sold at a gain for a total of $976. The amortized cost and fair value of debt securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately. Fair Amortized Value Cost Available for Sale Within one year $ - $ - One to five years 44,567 44,410 Five to ten years 85,944 84,285 Beyond ten years 2,238 2,192 Mortgage-backed securities and collateralized mortgage obligations 210, ,259 Total $ 343,656 $ 341,

19 NOTE 2 - SECURITIES AVAILABLE-FOR-SALE The following table summarizes securities with unrealized losses at December 31, 2014 aggregated by major security type and length of time in a continuous unrealized loss position: Less Than 12 Months 12 Months or Longer Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses December 31, 2014 Available-for-sale U.S. government sponsored entities and agencies $ 1,281 $ (3) $ 11,293 $ (69) $ 12,574 $ (72) Corporate bonds 4,974 (20) - - 4,974 (20) Agency collateralized mortgage obligationsresidential 19,623 (39) 23,708 (260) 43,331 (299) Agency mortgage-backed securities - residential 20,126 (30) 45,075 (374) 65,201 (404) Total available-for-sale $ 46,004 $ (92) $ 80,076 $ (703) $ 126,080 $ (795) Less Than 12 Months 12 Months or Longer Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses December 31, 2013 Available-for-sale U.S. government sponsored entities and agencies $ 60,318 $ (1,230) $ - $ - $ 60,318 $ (1,230) Corporate bonds 13,499 (220) ,499 (220) Agency collateralized mortgage obligationsresidential 43,654 (204) 6,583 (252) 50,237 (456) Agency mortgage-backed securities - residential 58,949 (525) 30,409 (299) 89,358 (824) Total available-for-sale $ 176,420 $ (2,179) $ 36,992 $ (551) $ 213,412 $ (2,730) The unrealized losses for 2014 and 2013 have not been recognized in income because the investments are of high credit quality, management does not intend to sell the securities, nor is it more likely than not that the Credit Union will be requested to sell, and the temporary decline in fair value is largely due to changes in market interest rates. There were no pledged securities as of. 17.

20 NOTE 3 - LOANS TO MEMBERS, NET Year-end loans to members were as follows: First mortgage real estate consumer $ 329,601 $ 265,368 First mortgage real estate business Second mortgage 25,903 24,248 Home equity line of credit 176, ,026 Direct auto loans 138, ,473 Indirect auto loans 83,402 61,564 Credit card loans 136, ,297 Unsecured term loans 40,003 40,224 Unsecured line of credit 14,157 13,528 Education loans, guaranteed 198, ,634 Education loans, unguaranteed 102,273 88,425 1,246,893 1,125,368 Net deferred loan origination costs 3,463 3,096 Allowance for loan losses (12,197) (12,342) $ 1,238,159 $1,116,122 The following tables present the activity in the allowance for loan losses by portfolio segment: Real Estate Secured Consumer Student December 31, 2014 Loans Loans Loans Total Allowance for Loan Losses: Beginning Balance $ 2,061 $ 6,979 $ 3,302 $ 12,342 Provision for Loan Losses 962 4,492 (329) 5,125 Loans Charged Off (1,128) (4,681) (439) (6,248) Recoveries Total Ending Allowance Balance $ 1,984 $ 7,624 $ 2,589 $ 12,

21 NOTE 3 - LOANS TO MEMBERS, NET Real Estate Secured Consumer Student December 31, 2013 Loans Loans Loans Total Allowance for Loan Losses: Beginning Balance $ 2,658 $ 6,726 $ 3,091 $ 12,475 Provision for Loan Losses 568 3, ,956 Loans Charged Off (1,211) (4,390) (238) (5,839) Recoveries Total Ending Allowance Balance $ 2,061 $ 6,979 $ 3,302 $ 12,342 The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method. Real Estate Secured Consumer Student December 31, 2014 Loans Loans Loans Total Allowance for Loan Losses: Ending allowance balance attributable to loans: Individually evaluated for impairment $ 298 $ 757 $ - $ 1,055 Collectively evaluated for impairment 1,686 6,867 2,589 11,142 Total ending allowance balance $ 1,984 $ 7,624 $ 2,589 $ 12,197 Loans: Loans individually evaluated for impairment $ 3,122 $ 1,219 $ - $ 4,341 Loans collectively evaluated for impairment 529, , ,839 1,242,552 Total ending loan balances $ 532,998 $ 413,056 $ 300,839 $ 1,246,

22 NOTE 3 - LOANS TO MEMBERS, NET Real Estate Secured Consumer Student December 31, 2013 Loans Loans Loans Total Allowance for Loan Losses: Ending allowance balance attributable to loans: Individually evaluated for impairment $ 207 $ 769 $ - $ 976 Collectively evaluated for impairment 1,854 6,210 3,302 11,366 Total ending allowance balance $ 2,061 $ 6,979 $ 3,302 $ 12,342 Loans: Loans individually evaluated for impairment $ 3,210 $ 1,237 $ - $ 4,447 Loans collectively evaluated for impairment 430, , ,059 1,120,921 Total ending loan balances $ 433,223 $ 379,086 $ 313,059 $ 1,125,368 The following tables present information related to impaired loans by class of loans as of and for the years ended : Unpaid Allowance for Average Interest Cash Basis Principal Recorded Loan Losses Recorded Income Interest December 31, 2014 Balance Investment Allocated Investment Recognized Recognized With no related allowance recorded: First mortgage real estate $ 670 $ 670 $ - $ 670 $ 31 $ 31 Second mortgage Home equity line of credit Direct auto loan Indirect auto loan Credit cards loans Unsecured term Unsecured line of credit Subtotal 1,219 1,219-1, With an allowance recorded: First mortgage real estate 1,855 1, , Second Mortgage Home equity line of credit Direct auto loan Indirect auto loan Credit cards loans Unsecured term Unsecured line of credit Subtotal 3,122 3,122 1,055 2, Total $ 4,341 $ 4,341 $ 1,055 $ 3,910 $ 222 $

23 NOTE 3 - LOANS TO MEMBERS, NET Unpaid Allowance for Average Interest Cash Basis Principal Recorded Loan Losses Recorded Income Interest December 31, 2013 Balance Investment Allocated Investment Recognized Recognized With no related allowance recorded: First mortgage real estate $ 683 $ 683 $ - $ 683 $ 29 $ 30 Second mortgage Home equity line of credit Direct auto loan Indirect auto loan Credit cards loans Unsecured term Unsecured line of credit Subtotal 1,471 1,471-1, With an allowance recorded: First mortgage real estate 1,540 1, , Second Mortgage Home equity line of credit Direct auto loan Indirect auto loan Credit cards loans Unsecured term Unsecured line of credit Subtotal 2,976 2, , Total $ 4,447 $ 4,447 $ 976 $ 4,087 $ 234 $ 231 Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogenous loans that are collectively evaluated for impairment and individually classified loans. The following tables present the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of : 21.

24 NOTE 3 - LOANS TO MEMBERS, NET Loans Past Due Over Nonaccrual 90 Days Still Accruing First mortgage real estate $ 474 $ 576 $ - $ - First mortgage business Second mortgage Home equity line of credit Direct auto loan Indirect auto loan Credit card loans Unsecured term Unsecured line of credit Education loans, guaranteed - - 4,784 4,299 Education loans, unguaranteed Total $ 4,139 $ 3,984 $ 4,784 $ 4,299 Guaranteed education loans continue to accrue interest regardless of the loans delinquency status. The guarantee provided on the loans covers unpaid principal and accrued interest. In the event the loan is deemed uncollectible, the Credit Union receives payment for the unpaid principal and accrued interest through the date the loan is charged off. The following tables present the aging of the recorded investment in past due loans as of by class: Greater Than Days Days 89 Days Total Loans Not December 31, 2014 Past Due Past Due Past Due Past Due Past Due Total First mortgage real estate $ 1,594 $ - $ 474 $ 2,068 $ 327,533 $ 329,601 First mortgage business Second mortgage ,490 25,903 Home equity line of credit , , ,675 Direct auto loan , , ,545 Indirect auto loan 1, ,648 80,754 83,402 Credit card loans 1, , , ,949 Unsecured term ,050 40,003 Unsecured line of credit ,691 14,157 Education loans, guaranteed 2, ,784 8, , ,566 Education loans, unguaranteed 1, , , ,273 Total $ 9,411 $ 3,619 $ 8,923 $ 21,953 $ 1,224,940 $ 1,246,

25 NOTE 3 - LOANS TO MEMBERS, NET Greater Than Days Days 89 Days Total Loans Not December 31, 2013 Past Due Past Due Past Due Past Due Past Due Total First mortgage real estate $ 333 $ 139 $ 576 $ 1,048 $ 264,320 $ 265,368 First mortgage business Second mortgage ,307 24,248 Home equity line of credit , , ,026 Direct auto loan , , ,473 Indirect auto loan 1, ,744 59,820 61,564 Credit card loans 1, , , ,297 Unsecured term ,346 40,224 Unsecured line of credit ,052 13,528 Education loans, guaranteed 2, ,299 7, , ,634 Education loans, unguaranteed 1, ,795 86,630 88,425 Total $ 8,092 $ 3,029 $ 8,283 $ 19,404 $ 1,105,964 $ 1,125,368 The Credit Union has $4,341 and $4,447 of troubled debt restructurings, with specific reserves allocated of $1,055 and $976 as of. There were no other loans individually classified as impaired at. The Credit Union has not committed to lend additional amounts to members with outstanding loans that are classified as troubled debt restructurings. During the years ending, the terms of certain loans were modified as troubled debt restructurings. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan, an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk or reduction in principal. Modifications involving a reduction of the stated interest rate of the loan were for periods ranging from three to five years. Modifications involving an extension of the maturity date were for periods ranging from eighteen months to five years. 23.

26 NOTE 3 - LOANS TO MEMBERS, NET The following table presents loans by class modified as troubled debt restructurings that occurred during the year ending December 31, 2014: Pre-Modification Post-Modification Number of Outstanding Recorded Outstanding Recorded December 31, 2014 Loans Investment Investment Troubled Debt Restructurings: First mortgage real estate 2 $ 226 $ 354 Second mortgage Direct auto loan Indirect auto loan Credit card loan Unsecured term Unsecured line of credit Total 55 $ 753 $ 859 The Credit Union provided additional credit in the amount of $128 for certain first mortgage real estate loans. Pre-Modification Post-Modification Number of Outstanding Recorded Outstanding Recorded December 31, 2013 Loans Investment Investment Troubled Debt Restructurings: First mortgage real estate - $ - $ - Second mortgage Direct auto loan Indirect auto loan Credit card loan Unsecured term Unsecured line of credit Total 46 $ 846 $ 846 The troubled debt restructurings described above increased the allowance for loan losses by $327 and $256 and resulted in charge offs of $277 and $126 during the years ending December 31, 2014 and 2013, respectively. 24.

27 NOTE 3 - LOANS TO MEMBERS, NET The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the year ending : Number of Recorded December 31, 2014 Loans Investment Troubled Debt Restructurings: First mortgage real estate - $ - Second mortgage - - Direct auto loan 1 7 Indirect auto loan - - Unsecured term 2 11 Unsecured line of credit - - Total 3 $ 18 The troubled debt restructurings that had a payment default described above increased the allowance for loan losses by $10 and resulted in charge offs of $4 during the year ending December 31, Number of Recorded December 31, 2013 Loans Investment Troubled Debt Restructurings: First mortgage real estate - $ - Second mortgage - - Direct auto loan - - Indirect auto loan 1 4 Unsecured term 1 30 Unsecured line of credit - - Total 2 $ 34 The troubled debt restructurings that had a payment default described above increased the allowance for loan losses by $0 and resulted in charge offs of $30 during the year ending December 31, A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. 25.

28 NOTE 3 - LOANS TO MEMBERS, NET The Credit Union considers the performance of the loan portfolio and its impact on the allowance for loan losses. For all classes, except guaranteed education loans, the Credit Union evaluates credit quality based on whether the loan is classified. Classified loans are all loans that are 60 days or more delinquent, are subject to a bankruptcy filing or have been modified as a troubled debt restructure. Guaranteed education loans are excluded from classified loans due to the guarantee on the loans. The following tables present the recorded investment based on classification status by class of loan as of : Not December 31, 2014 Classified Classified First mortgage real estate $ 2,999 $ 326,602 First mortgage business Second mortgage ,018 Home equity line of credit ,758 Direct auto loan ,610 Indirect auto loan 1,326 82,076 Credit card loans 1, ,583 Unsecured term 1,346 38,657 Unsecured line of credit ,887 Education loans, guaranteed - 198,566 Education loans, unguaranteed ,474 Total $ 10,843 $ 1,236,

29 NOTE 3 - LOANS TO MEMBERS, NET Not December 31, 2013 Classified Classified First mortgage real estate $ 2,938 $ 262,430 First mortgage business Second mortgage 1,642 22,606 Home equity line of credit ,310 Direct auto loan ,711 Indirect auto loan ,822 Credit card loans 1, ,965 Unsecured term 1,238 38,986 Unsecured line of credit ,291 Education loans, guaranteed - 224,634 Education loans, unguaranteed ,705 Total $ 10,327 $ 1,115,041 Loans to credit union directors, committee members, and officers totaled $1,482 and $2,512 as of. NOTE 4 - MORTGAGE SERVICING RIGHTS Activity for mortgage servicing rights is as follows: Balance at beginning of year $ 5,775 $ 3,785 Additions 2,753 3,225 Amortization (1,575) (1,235) Balance at end of year $ 6,953 $ 5,775 Mortgage loans serviced for others are not reported as assets. The unpaid principal balances of these loans at year-end 2014 and 2013 were $1,191,752 and $1,013,372. Custodial escrow balances maintained in connection with serviced loans were $6,368 and $4,543 at year-end 2014 and The fair value of servicing rights was $12,064 and $11,713 at year-end 2014 and 2013, respectively. Fair value at year-end 2014 and 2013 was determined using a discount rate of 8.5% and 8.5% and prepayment speeds ranging from 4.0% to 21.2% and 4.7% to 21.1%, respectively, depending on the stratification of the specific right. 27.

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