ALASKA USA FEDERAL CREDIT UNION AND SUBSIDIARIES Anchorage, Alaska. CONSOLIDATED FINANCIAL STATEMENTS December 31, 2014 and 2013

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1 ALASKA USA FEDERAL CREDIT UNION AND SUBSIDIARIES Anchorage, Alaska CONSOLIDATED FINANCIAL STATEMENTS

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

3 Crowe Horwath LLP Independent Member Crowe Horwath International INDEPENDENT AUDITOR S REPORT Members and Board of Directors Alaska USA Federal Credit Union Anchorage, Alaska Report on the Financial Statements We have audited the accompanying consolidated financial statements of Alaska USA Federal Credit Union and subsidiaries (Credit Union), which comprise the consolidated statements of financial condition as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in members equity, and cash flows for the years then ended, and the related notes to the consolidated 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 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. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Alaska USA Federal Credit Union and subsidiaries as of, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Oak Brook, Illinois March 25, 2015 Crowe Horwath LLP 1.

4 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION ASSETS Cash and due from banks $ 469,838 $ 618,557 Interest-bearing deposits 1,578 1,572 Total cash and cash equivalents 471, ,129 Investment securities available for sale 444, ,386 Member loans Loans to members, net 4,273,076 3,647,393 Loans held for sale 161, ,823 4,434,868 3,767,216 Deposits in National Credit Union Share Insurance Fund 47,103 45,670 Federal Home Loan Bank stock 14,463 15,049 Accrued interest receivable 11,102 10,604 Other receivables 12,238 16,555 Premises and equipment, net 160, ,999 Assets acquired in liquidation of loans 10,091 10,170 Goodwill 22,930 22,930 Intangible assets 6,132 7,184 Mortgage servicing rights 35,317 32,162 Net pension asset 52,351 76,272 Other assets 8,702 5,751 Total assets $ 5,732,078 $ 5,420,077 LIABILITIES AND EQUITY Liabilities Members share accounts $ 5,240,658 $ 4,968,205 Accrued expenses and accounts payable 96,628 88,797 Total liabilities 5,337,286 5,057,002 Members equity Statutory reserves 42,658 42,658 Undivided earnings 497, ,260 Accumulated other comprehensive loss (144,985) (142,300) Total members equity 394, ,618 Noncontrolling interest Total equity 394, ,075 Total liabilities and equity $ 5,732,078 $ 5,420,077 See accompanying notes to consolidated financial statements. 2.

5 ALASKA USA FEDERAL CREDIT UNION AND SUBISIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended Interest income Interest and fees on member loans $ 169,341 $ 169,052 Interest on investment securities 12,855 12,766 Other interest income , ,824 Interest expense Dividends on members shares 23,644 25,670 Net interest income before provision for loan loss 158, ,154 Provision for loan losses 21,585 21,377 Net interest income after provision for loan losses 136, ,777 Noninterest income Service fees and charges 62,415 71,990 Interchange fees 28,830 26,328 Gain on sale of loans 12,418 26,361 Gain on sale of investment securities Other 30,446 30,732 Total noninterest income 135, ,411 Noninterest expense Compensation and benefits 135, ,342 Occupancy and equipment 46,155 47,773 Share insurance premiums - 3,654 Other 55,022 56,310 Total noninterest expense 237, ,079 Net income 35,006 42,109 Net income attributable to noncontrolling interest (147) (79) Net income attributable to Alaska USA Federal Credit Union $ 34,859 $ 42,030 See accompanying notes to consolidated financial statements. 3.

6 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended Net income $ 35,006 $ 42,109 Other comprehensive income (loss) Unrealized holding gains (losses) arising during period 17,923 (22,653) Reclassification adjustment for gains included in net income (932) - Net gain (loss) on post-retirement benefit plans arising during period (25,873) 2,236 Amortization of net loss on post-retirement benefit plans 6,197 8,937 Total other comprehensive income (loss) (2,685) (11,480) Comprehensive income $ 32,321 $ 30,629 See accompanying notes to consolidated financial statements. 4.

7 CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS EQUITY Years Ended Accumulated Other Non- Statutory Undivided Comprehensive controlling Reserves Earnings Loss Interest Total Balance January 1, 2013 $ 42,658 $ 420,230 $ (130,820) $ 378 $ 332,446 Net income - 42, ,109 Other comprehensive loss - - (11,480) - (11,480) Balance December 31, , ,260 (142,300) ,075 Net income - 34, ,006 Purchase of subsidiary shares from noncontrolling interest (604) (604) Other comprehensive loss - - (2,685) - (2,685) Balance December 31, 2014 $ 42,658 $ 497,119 $ (144,985) $ - $ 394,792 See accompanying notes to consolidated financial statements. 5.

8 CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended Cash flows from operating activities Net income $ 35,006 $ 42,109 Adjustments to reconcile net income to net cash provided by operating activities: Provisions for loan losses 21,585 21,377 Depreciation and amortization 18,367 18,301 Amortization of mortgage servicing rights 5,015 5,080 Origination of loans held for sale (1,066,074) (1,325,971) Proceeds from sale of loans 1,036,523 1,410,308 Net realized gain on sales of securities (932) - Gain on sale of loans (12,418) (26,361) Loss on sales of premises and equipment 1, Gain on sale of foreclosed real estate (308) (265) Net change in other assets and other liabilities: Accrued interest receivable (498) (77) Net pension asset and other assets (2,439) (43,117) Other liabilities 7,831 (25,795) Net cash from operating activities 43,074 75,810 Cash flows from investing activities Proceeds from maturities of certificates of deposits - 98 Investment securities available for sale Sales 27,858 39,200 Maturities, prepayments and calls 222,280 16,567 Purchases (54,435) (105,196) Proceeds from sale of foreclosed real estate 15,358 23,176 Proceeds from redemption of FHLB stock Increase in loans, net (636,014) (355,897) Purchase of loan participation (26,225) - Increase in NCUSIF deposit (1,433) (3,041) Purchases of office properties and equipment (11,611) (20,589) Net cash from investing activities (463,636) (405,117) Cash flows from financing activities Net increase in members share accounts 272, ,987 Purchase of subsidiary shares from noncontrolling interest (604) - Net cash from financing activities 271, ,987 Net change in cash and cash equivalents (148,713) (105,320) Cash and cash equivalents at beginning of year 620, ,449 Cash and cash equivalents at end of year $ 471,416 $ 620,129 Supplemental disclosures of cash flow information Cash paid during the year for interest $ 23,645 $ 25,670 Supplemental non-cash disclosures Non-cash transfers of loans to real estate owned $ 14,971 $ 18,465 Net gain (loss) on post-retirement benefit plans arising during period (25,873) 2,236 See accompanying notes to consolidated financial statements. 6.

9 NOTE 1 - OPERATIONS AND ACCOUNTING POLICIES Operations and Consolidation: Alaska USA Federal Credit Union (Credit Union or Alaska USA) is a federally chartered credit union organized under the Federal Credit Union Act. The Credit Union provides products and services to individuals primarily in Alaska, the Pacific Northwest, and California. Changes in the economic condition of these geographical areas could have an impact on the Credit Union s operations. The Credit Union maintains its accounting records in accordance with the accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of Alaska USA Federal Credit Union and its subsidiaries, Alaska Option Services Corporation; Alaska USA Trust Company; Alaska USA Mortgage Company, LLC; Alaska USA Insurance Brokers, LLC; Alaska USA Title Agency Company, and Alaska USA Title Services Company. All significant intercompany transactions and accounts have been eliminated in consolidation. CU Trust Company is a wholly owned subsidiary of the Credit Union. The CU Trust Company was incorporated August 29, 2013 and received its authority from the State of Alaska on March 28, 2014 to provide trust services to clients. Alaska USA Trust Company also a wholly owned subsidiary of the Credit Union (formed in 1997) transferred all assets and related business of their institutional clients to CU Trust Company in Following this transfer Alaska USA Trust Company, which retained its personal trust business, was renamed ATC Trust Company and sold as of August 1, 2014, to an independent third party for $1,192 resulting in a gain on sale of $192. Following the sale, CU Trust Company was renamed Alaska USA Trust Company which continues as a wholly owned subsidiary of the Credit Union. Subsequent Events: The Credit Union has evaluated subsequent events for recognition and disclosure through March 25, 2015, which is the date the financial statements were available to be issued. 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. Cash Flows: Cash and cash equivalents consist of cash, demand deposits, amounts due from banks, interest-bearing money market accounts, and short-term share deposits in a corporate credit union. For purposes of reporting cash flows, loans to members and members shares are reported net. Securities: Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income (loss). Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized using the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method. 7.

10 NOTE 1 - OPERATIONS AND ACCOUNTING POLICIES Management evaluates securities for other-than-temporary impairment ( OTTI ) at least on 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. 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) OTTI related to other factors, which is recognized in other comprehensive income (loss). 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: Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Mortgage loans held for sale are generally sold with servicing rights retained. The carrying value of mortgage loans sold is reduced by the amount 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 to Members, Net: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of purchased discounts, deferred loan fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments. Interest income on all loans is discontinued at the time the loan is three payments delinquent. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or chargedoff at an earlier date if collection of principal or interest is considered doubtful. Nonaccrual loans and loans past due three payments still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. All loans except for credit cards are moved to nonaccrual status in accordance with the Credit Union s policy, typically after three payments or more past due. All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such 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. Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management s judgment, should be charged off. 8.

11 NOTE 1 - OPERATIONS AND ACCOUNTING POLICIES The allowance consists of specific and general components. The specific component relates to loans that are individually classified as 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. Member business loans are reviewed on an individual basis for impairment. Impairment is measured by either the present value of expected future cash flows discounted at the loan s effective interest rate, the loan s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogenous loans are collectively evaluated for impairment. Accordingly, the Credit Union does not separately identify the majority of its consumer and residential loans for impairment disclosures. Troubled debt restructurings (TDRs) are individually evaluated for impairment and included in the separately identified impairment disclosures. TDRs are measured at the present value of estimated future cash flows using the loan s effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For TDRs that subsequently default, the Credit Union determines the amount of the allowance on that loan in accordance with the accounting policy for the allowance for loan losses on loans individually identified as impaired. 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 year. This actual loss experience is supplemented with 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; and trends in volume and terms of loans. The following portfolio segments have been identified: consumer, real estate, credit card, and commercial. The consumer category is further broken down into auto, consumer lines of credit, and recreational vehicles and other secured. The Credit Union considers loan performance and collateral values in assessing risk as follows: Consumer loans are dependent on the local economy. The loans are secured by vehicles, consumer assets, or may be unsecured. The Credit Union evaluates the borrower s repayment ability through a review of credit scores and an evaluation of debt to income ratios. 9.

12 NOTE 1 - OPERATIONS AND ACCOUNTING POLICIES Real estate loans are affected by the local real estate markets, local economy, and for variable rate mortgages, the movement in indices tied to these loans. The Credit Union evaluates the borrower s repayment ability through a review of credit scores and borrower s cash flows. Appraisals are obtained to support the loan amount. Credit card loans are unsecured and dependent on the local economy. The Credit Union evaluates the borrower s repayment ability through a review of credit scores and an evaluation of debt to income ratios. Commercial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses. Commercial loans are advanced for equipment purchases or to provide working capital or meet other financing needs of the business. These loans may be secured by accounts receivable, inventory, equipment or other business assets. Financial information is obtained from the borrower to evaluate the debt service coverage and ability to repay the loans. Mortgage Servicing Rights: When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. 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 rights 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. Changes in valuation allowances are reported with other noninterest 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. Servicing fee income which is reported on the income statement as other noninterest income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal; or a fixed amount per loan and are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income. Servicing fees totaled approximately $14,800 and $13,800 for the years ended. Late fees and ancillary fees related to loan servicing are not material. 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. 10.

13 NOTE 1 - OPERATIONS AND ACCOUNTING POLICIES Assets Acquired in Liquidation of Loans: 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. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed. Premises and Equipment: Land is carried at cost. Buildings and furniture and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method, as follows: Buildings Leasehold improvement Furniture and equipment years 2-15 years 3-20 years Federal Home Loan Bank Stock: The Credit Union is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. Goodwill and Other Intangible Assets: Goodwill resulting from business combinations prior to January 1, 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations after January 1, 2009, is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and other intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. The Credit Union has selected December 31 as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on the balance sheet. Other intangible assets consist of acquired customer relationship intangible assets arising from insurance portfolio acquisitions and core deposit intangible assets arising from credit union acquisitions. The intangible assets are initially measured at fair value and then are amortized over their estimated useful lives, which management has determined to be 15 years for the acquired insurance customer relationship intangible assets and 10 years for the core deposit intangible assets. Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and lines of credit, issued to meet member financing needs. The face amount for these items represents the exposure to loss, before considering member collateral or ability to repay. Such financial instruments are recorded when they are funded. 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 gain on sale of loans. 11.

14 NOTE 1 - OPERATIONS AND ACCOUNTING POLICIES Income Taxes: The Credit Union is exempt, by statute, from all taxes, other than property tax. The Credit Union s consolidated subsidiaries, Alaska Option Services Corporation and Alaska USA Trust Company are subject to all federal and state taxes. A tax position is 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. Taxes are not material for 2014 and Retirement Plans: Pension expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not immediately recognized. Employee 401(k) plan expense is the amount of matching contributions. Deferred compensation and supplemental retirement plan expense allocates the benefits over years of service. Comprehensive Income (Loss): Comprehensive income (loss) consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale and changes in defined benefit plan obligations, which are also recognized as separate components of members equity. 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. Management does not believe there now are such matters that will have a material effect on the consolidated financial statements. 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. Long-Lived Assets: The Credit Union, using its best estimates based on reasonable and supportable assumptions and projections, reviews assets for impairment whenever events or changes in circumstances have indicated that the carrying amount of its assets might not be recoverable. Impaired assets are reported at the lower of cost or fair value. At, no assets have been written down. 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. Generally, the NCUSIF deposit is non-interest bearing. However, a special dividend may be paid on the NCUSIF deposit if the NCUSIF maintains a predetermined amount of reserves. In June 2009, the NCUA Board created the Stabilization Fund. The Stabilization Fund has the ability to borrow from the U.S. Treasury Department. The NCUSIF is prohibited from paying dividends while the Stabilization Fund has outstanding borrowings from the US Treasury Department. The amount which would normally be paid as a dividend will be distributed to the Stabilization Fund during this period. 12.

15 NOTE 1 - OPERATIONS AND ACCOUNTING POLICIES Insurance Premiums: A credit union is required to pay an annual insurance premium equal to one-twelfth of one percent of its total insured shares, unless the payment is waived or reduced by the NCUA Board. In 2014, the NCUA Board waived the premium assessment for insured deposits under $250. In 2013, the NCUA Board approved a premium assessment of 0.08% for insured deposits under $250 at June 30, The Credit Union recorded expense of $0 and $3,700 for these premiums in 2014 and Advertising Costs: Advertising costs are expensed as incurred. Advertising expense was $2,900 and $2,600 for the years ended. Members Shares: Members shares are the deposit accounts of the owners of the Credit Union. Share ownership entitles the members to vote in the annual elections of the Board of Directors and on other corporate matters. Irrespective of the amount of shares owned, no member has more than one vote. Members shares are subordinated to all other liabilities of the Credit Union upon liquidation. Dividends on members shares are based on available earnings at the end of a dividend period and are not guaranteed by the Credit Union. Dividend rates are set by the Asset Liability Management Committee and approved by the Board of Directors. Members Equity: The Credit Union is required by regulation to maintain a statutory reserve. This reserve, which represents a regulatory restriction of members equity, is not available for the payment of dividends on members shares. Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or members equity. Adoption of New Accounting Standards and Newly Issued Not Yet Effective Accounting Standards: ASU , Receivables Troubled Debt Restructurings by Creditors (Subtopic ) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure: In January 2014, FASB amended existing guidance to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. These amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure, or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additional disclosures are required. This amendment is effective for annual periods beginning after December 15, The Credit Union does not expect the adoption to be material to the financial condition and operating results. ASU , Revenue From Contracts With Customers (Topic 606): In May 2014, FASB amended existing guidance related to revenue from contracts with customers. This amendment supersedes and replaces nearly all existing revenue recognition guidance, including industry-specific guidance, establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In addition, this amendment specifies the accounting for some costs to obtain or fulfill a contract with a customer. This amendment is effective for annual periods beginning after December 15, The Credit Union is evaluating the impact on its financial position and operating results. 13.

16 NOTE 1 - OPERATIONS AND ACCOUNTING POLICIES ASU , Receivables Troubled Debt Restructurings by Creditors (Subtopic ): Classification of Certain Government-Guaranteed Mortgage Loans Upon Foreclosure: In August 2014, the FASB amended existing guidance related to the classification of certain government-guaranteed mortgage loans, including those guaranteed by the FHA and the VA, upon foreclosure. It requires that a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if the following conditions are met: 1) The loan has a government guarantee that is not separable from the loan before foreclosure; 2) At the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim; and 3) At the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The changes are effective for annual periods ending after December 15, The Credit Union does not expect the adoption to be material to the financial condition and operating results. NOTE 2 - INVESTMENT SECURITIES The following table summarizes the amortized cost and fair value of securities available for sale at and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive loss and gross unrecognized gains and losses: Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value 2014 Student loan floating rate securities $ 222,357 $ 269 $ (55,530) $ 167,096 Student loan auction rate securities 145,550 - (14,307) 131,243 Mortgage-backed securities issued by U.S. government-sponsored enterprises 145,173 1,233 (207) 146,199 $ 513,080 $ 1,502 $ (70,044) $ 444, Student loan floating rate securities $ 221,000 $ 432 $ (57,066) $ 164,366 Student loan auction rate securities 355,119 - (29,120) 325,999 Mortgage-backed securities issued by U.S. government-sponsored enterprises 130,800 1,019 (798) 131,021 $ 706,919 $ 1,451 $ (86,984) $ 621,386 The proceeds from sales of securities and the associated gains and losses are listed below: Proceeds $ 27,858 $ - Gross gains Gross losses (10) - 14.

17 NOTE 2 - INVESTMENT SECURITIES The amortized cost and fair value of debt securities at December 31, 2014 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. Amortized Cost Fair Value Greater than 10 years $ 367,907 $ 298,339 Mortgage-backed securities 145, ,199 $ 513,080 $ 444,538 Investment securities of $94,949 and $74,876 are pledged to secure public deposits of $58,746 and $41,241 at. The following table summarizes securities with unrealized losses at December 31, 2014 and December 31, 2013, aggregated by major security type and length of time in a continuous unrealized loss position: Less Than 12 Months 12 Months or More Total Unrealized Fair Unrealized Fair Unrealized Fair Loss Value Loss Value Loss Value 2014 Student loan floating rate securities $ - $ - $ (55,530) $ 134,047 $ (55,530) $ 134,047 Student loan auction rate securities - - (14,307) 131,243 (14,307) 131,243 Mortgage-backed securities (207) 39, (207) 39,811 $ (207) $ 39,811 $ (69,837) $ 265,290 $ (70,044) $ 305, Student loan floating rate securities $ - $ - $ (57,066) $ 131,848 $ (57,066) $ 131,848 Student loan auction rate securities - - (29,120) 325,999 (29,120) 325,999 Mortgage-backed securities (755) 88,434 (43) 199 (798) 88,633 $ (755) $ 88,434 $ (86,229) $ 458,046 $ (86,984) $ 546,840 The unrealized losses on investments in mortgage-backed securities were caused by changes in interest rates. The contractual cash flows of these securities are guaranteed by U.S. government-sponsored agencies. It is expected the securities would not be settled at a price less than the amortized cost of the investment. Because the investments are guaranteed and the Credit Union has the intent not to sell and more likely than not will not be required to sell these investments prior to the anticipated recovery, these investments are not considered other-than-temporarily impaired. 15.

18 NOTE 2 - INVESTMENT SECURITIES The NCUA issued a regulation effective June 11, 2013, which added new investment concentration limits. Specifically, the regulation requires a credit union to limit its holdings of municipal securities (which includes the student loan floating rate and auction rate securities) to no more than 75% of its net worth, limit the holdings of municipal securities issued by any single issuer to no more than 25% of its net worth, and limit the holdings of non-investment grade securities to no more than 50% of its net worth. As of December 31, 2014, the Credit Union does not meet the concentration limits as defined in the regulation for single issuer limits. The Credit Union has received written notification from the NCUA dated March 10, 2015 indicating that the NCUA does not intend to require divestiture as of the date of the notification. Additionally, the regulation does not require divestiture to achieve compliance. Based upon the notification from the NCUA and the regulation not requiring divestiture, management does not believe that it is more likely than not that the Credit Union will be required to sell the securities prior to the anticipated recovery. The Credit Union is subject to an annual examination which includes the evaluation of these securities. The Credit Union s investments in student loan auction rate securities (SLARS) are issued by various student loan funding organizations. The underlying collateral of the SLARS are student loans, which are generally either 97% or 98% guaranteed under various federal government programs. At issuance, these securities were intended to provide liquidity via an auction process that resets the interest rate, generally every 28 days, allowing investors to either roll over their holdings or sell them at par. Beginning in February 2008, the auctions for these investments failed to settle on their respective settlement dates. Consequently, the investments are not currently liquid and the Credit Union will not be able to access these funds until a future auction of these investments is successful, the securities mature, are called, or a buyer is found outside the auction process. Due to the failure of the auction, the rates now reset on a periodic basis based on the contractual maximum interest rate, as prescribed in each prospectus. Maturity dates for these investments range from 2030 to 2042 with principal distributions occurring on certain securities prior to maturity. The Credit Union does not expect to sell these securities, nor do they expect to be forced to sell these securities prior to the final maturity of all issuances, refinancing by the issuer, settlements with broker dealers or the return to a normal auction process and can be sold in an orderly transaction, whichever comes first. Due to the lack of observable market activity for the SLARS held by the Credit Union as of December 31, 2014 and 2013, the Credit Union, with the assistance of a third party valuation firm upon which the Credit Union in part relied, made certain assumptions, primarily relating to estimating the weighted average life for the securities held by the Credit Union and the impact of the current lack of liquidity on fair value. At, the securities were valued based on discounted cash flow analysis. The Credit Union considered each security s key terms including date of issuance, date of maturity, auction intervals, scheduled auction dates, maximum auction rate, applicable LIBOR spread, as well as underlying collateral and guarantees or insurance. As noted above, all of the SLARS held by the Credit Union have collateral backed by federal guarantees. The probabilities of auction failure, a successful auction at par or repurchase at par for each future period were then forecasted. The Credit Union assumed that the issuers will continue to pay maximum interest rates on the securities until the event of a successful auction or repurchase, at which point the Credit Union would sell the SLARS at par through auction. The discount rates used in the valuation were a combination of the discount margin assigned to the security plus the LIBOR curve for the individual period for which a cash flow was being discounted. Management evaluates these securities for an other than temporary impairment based on accounting guidance to determine if each security individually is likely to incur a credit loss. In conjunction with its analysis, management reviews the following attributes of each of the securities: The collateral to issued security ratio (or parity ratio) assigned to the specific tranche held, as compared to the original issue parity ratio 16.

19 NOTE 2 - INVESTMENT SECURITIES The history of losses realized The history of paying in accordance with the contractual terms, including the maximum rate in the event of auction failure The independent credit ratings of tranches held Degree of unguaranteed collateral Management has determined that there have been no realized losses associated with any tranche in any security which they hold. The parity ratios of securities as of December 31, 2014 vary from 98.76% to % and have remained comparative to the original issuance parity ratio level, except for the holdings which have been restructured as discussed below. There have been no securities that have not made payments in accordance with the maximum rate as prescribed by the prospectus. In 2014, the Credit Union had $208,212 of SLARS called by their issuers. At December 31, 2014, the Credit Union holds 17 tranches of securities from 6 different indentures. The rating categories, by lowest credit rating from an independent credit rating agency, of the securities are as follows at December 31. Amortized Cost Investment Grade $ 178,330 $ 386,155 Speculative 189, ,964 Management closely monitors the speculative rated securities for indications of credit impairment. Prior to 2013, the Credit Union restructured approximately $198,600 of speculative grade securities by granting a concession in the interest rates and exchanged approximately $65,200 of investments in speculative grade securities for investment grade securities. As a result of the restructurings and exchanges, the Credit Union recognized cumulative losses of $17,100 during 2010 through These restructurings and concessions of interest rates have resulted in a modification of the interest rate from an auction rate to a floating variable rate. For the remaining securities, none of the other risk factors analyzed above resulted in indication of credit loss in analyzing these specific securities. The Credit Union has not incurred any credit losses in 2014 and NOTE 3 - LOANS TO MEMBERS Loans at year-end were as follows: Auto $ 3,102,439 $ 2,568,634 Consumer lines of credit 84,256 81,626 Other consumer secured 347, ,400 Real estate 519, ,794 Credit cards 166, ,749 Other member business loans 41,857 38,776 Other ,262,743 3,645,535 Net deferred costs 49,205 40,742 Allowance for loan losses (38,872) (38,884) Member loans held for sale 161, ,823 Loans, net $ 4,434,868 $ 3,767,

20 NOTE 3 - LOANS TO MEMBERS The following tables present the activity in the allowance for loan losses by class for each of the years ending : Consumer Other Other Member Lines of Consumer Real Credit Business Auto Credit Secured Estate Cards Loans Total 2014 Allowance for loan losses: Beginning balance $ 23,083 $ 2,445 $ 2,345 $ 5,187 $ 5,651 $ 173 $ 38,884 Provision for loan losses 14, , ,585 Loans charged off (17,614) (2,220) (1,879) (2,151) (4,911) (36) (28,811) Recoveries 3, ,275 1,402-7,214 Total ending allowance balance $ 23,072 $ 1,990 $ 1,560 $ 4,361 $ 7,239 $ 650 $ 38, Allowance for loan losses: Beginning balance $ 17,394 $ 3,015 $ 4,277 $ 9,942 $ 5,022 $ 679 $ 40,329 Provision for loan losses 20,208 1, (2,961) 3,129 (419) 21,377 Loans charged off (18,289) (2,336) (3,149) (4,075) (3,638) (102) (31,589) Recoveries 3, ,281 1, ,767 Total ending allowance balance $ 23,083 $ 2,445 $ 2,345 $ 5,187 $ 5,651 $ 173 $ 38,884 The following table presents the balance in the allowance for loan losses and the recorded investment in loans by class and based on impairment method as of December 31, 2014: Loan Balances Allowance for Loan Losses Individually Collectively Total Individually Collectively Evaluated for Evaluated for Recorded Evaluated for Evaluated for Impairment Impairment Investment Impairment Impairment Total Auto $ 32,672 $ 3,069,767 $ 3,102,439 $ 1,752 $ 21,320 $ 23,072 Consumer lines of credit ,523 84, ,918 1,990 Other consumer secured 4, , , ,170 1,560 Real estate 47, , ,656 3, ,361 Credit cards , , ,140 7,239 Other member business loans 5,109 36,748 41, Other Total $ 90,806 $ 4,171,937 $ 4,262,743 $ 6,605 $ 32,267 $ 38,872 The recorded investment balance includes the unpaid principal balance, net of partial charge-offs and excludes deferred costs, deferred fees, and accrued interest. 18.

21 NOTE 3 - LOANS TO MEMBERS The following table presents the balance in the allowance for loan losses and the recorded investment in loans by class and based on impairment method as of December 31, 2013: Loan Balances Allowance for Loan Losses Individually Collectively Total Individually Collectively Evaluated for Evaluated for Recorded Evaluated for Evaluated for Impairment Impairment Investment Impairment Impairment Total Auto $ 20,916 $ 2,547,718 $ 2,568,634 $ 924 $ 22,159 $ 23,083 Consumer lines of credit ,937 81, ,995 2,445 Other consumer secured 3, , , ,975 2,345 Real estate 38, , ,794 3,933 1,254 5,187 Credit cards , , ,596 5,651 Other member business loans 3,620 35,156 38, Other Total $ 67,788 $ 3,577,747 $ 3,645,535 $ 5,732 $ 33,152 $ 38,884 The recorded investment balance includes the unpaid principal balance, net of partial charge-offs and excludes deferred costs, deferred fees, and accrued interest. The following tables present information related to impaired loans by class of loans as December 31, 2014 and 2013: Allowance for Average Recorded Loan Losses Recorded Investment Allocated Investment 2014 With no related allowance recorded: Auto $ - $ - $ - Consumer line of credit Other consumer secured Real estate 24,883-20,907 Credit cards Other member business loans ,969-20,970 With an allowance recorded: Auto 32,672 1,752 28,414 Consumer lines of credit Other consumer secured 4, ,968 Real estate 22,834 3,749 23,645 Credit cards Other member business loans 5, ,624 65,837 6,605 61,951 Total $ 90,806 $ 6,605 $ 82,

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