CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS UNITED NATIONS FEDERAL CREDIT UNION AND SUBSIDIARY

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1 CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS UNITED NATIONS FEDERAL CREDIT UNION AND SUBSIDIARY 31 December, 2013 and 2012

2 C O N T E N T S Page Report of Independent Certified Public Accountants 3-4 Consolidated Financial Statements Consolidated Statements of Financial Condition 5 Consolidated Statements of Income 6 Consolidated Statements of Comprehensive Income 7 Consolidated Statements of Changes in Members Equity 8 Consolidated Statements of Cash Flows 9 Notes to Consolidated Financial Statements 10-41

3 Grant Thornton LLP 60 Broad Street, 24th Floor New York, NY T F REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Supervisory Committee and Members of We have audited the accompanying consolidated financial statements of United Nations Federal Credit Union and Subsidiary, which comprise the consolidated statements of financial condition as of December 31, 2013 and 2012, 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 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. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd

4 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 as of December 31, 2013 and 2012, 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. New York, New York April 30, 2014

5 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION ASSETS Cash and cash equivalents $ 142,166,015 $ 129,270,696 Investments Available-for-sale 994,344, ,717,776 Held-to-maturity 1,104,868,564 1,176,727,455 Other 4,121,300 3,671,000 Loans, net 1,535,841,829 1,468,839,370 Mortgage servicing rights 927, ,816 Accrued interest receivable 10,297,153 10,937,095 Property and equipment 115,240, ,198,549 National Credit Union Share Insurance Fund deposit Intangible assets, net of amortization 31,802,783 2,698,415 29,904,328 2,972,161 Goodwill 5,522,886 5,522,886 Other assets 22,237,919 26,208,388 Total assets $ 3,970,069,861 $ 3,790,596,520 LIABILITIES AND MEMBERS EQUITY Liabilities Members shares $ 3,573,628,374 $ 3,393,482,834 Dividends payable Accrued expenses and other liabilities 27,797,810 37,015,974 Total liabilities 3,601,426,196 3,430,498,892 Members equity Retained earnings 388,505, ,717,069 Accumulated other comprehensive loss (19,862,076) (3,619,441) Total members equity 368,643, ,097,628 Total liabilities and members equity $ 3,970,069,861 $ 3,790,596,520 The accompanying notes are an integral part of these consolidated financial statements. 5

6 CONSOLIDATED STATEMENTS OF INCOME Years ended 31 December, Interest income Interest on loans to members $ 80,932,904 $ 83,136,601 Interest on investments and cash equivalents 31,415,820 36,508,500 Total interest income 112,348, ,645,101 Interest expense Dividends on members shares 14,257,921 18,429,969 Interest on borrowed funds Total interest expense 14,258,282 18,429,992 Net interest income 98,090, ,215,109 Provision for loan losses 7,200,000 6,700,000 Net interest income after provision for loan losses 90,890,442 94,515,109 Non-interest income Service charges and other fees 25,640,324 18,512,727 Loan servicing fees 695, ,657 Gain on sale mortgage loans 291, ,248 Other non-interest income 6,026,125 5,752,825 Total non-interest income 32,653,175 25,456, ,543, ,971,566 Non-interest expense Salaries and benefits 48,465,511 42,923,541 Operations 44,406,445 42,289,811 Occupancy 5,882,989 5,618,406 Total non-interest expense 98,754,945 90,831,758 Net income $ 24,788,672 $ 29,139,808 The accompanying notes are an integral part of these consolidated financial statements. 6

7 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years ended 31 December, Net income $ 24,788,672 $ 29,139,808 Other comprehensive income Change in pension 2,702, ,694 Change in unrealized holding gains/(losses) on investments classified as available-for-sale (18,944,954) (1,448,512) Comprehensive income $ 8,546,037 $ 27,795,990 The accompanying notes are an integral part of these consolidated financial statements. 7

8 CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS EQUITY Years ended 31 December, 2013 and 2012 Accumulated Total Unappropriated other Members retained comprehensive Equity earnings loss Balance, 31 December 2011 $ 334,577,261 $ (2,275,623) $ 332,301,638 Net income 29,139,808-29,139,808 Change in pension - 104, ,694 Change in unrealized gains on available-for-sale investments - (1,448,512) (1,448,512) Balance, 31 December ,717,069 (3,619,441) 360,097,628 Net income 24,788,672-24,788,672 Change in pension - 2,702,319 2,702,319 Change in unrealized losses on available-for-sale investments - (18,944,954) (18,944,954) Balance, 31 December 2013 $ 388,505,741 $ (19,862,076) $ 368,643,665 The accompanying notes are an integral part of these consolidated financial statements. 8

9 CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended 31 December, Operating activities: Net income $ 24,788,672 $ 29,139,808 Adjustments to reconcile net income to net cash provided by operating activities Net amortization of premiums and accretion of discounts 5,675,436 2,645,468 Provision for loan losses 7,200,000 6,700,000 Depreciation and amortization 10,800,414 10,713,320 Net change in: Mortgage servicing rights (301,033) - Accrued interest receivable 639, ,406 Other assets 3,970,469 (5,997,204) Dividend payable (72) (1,089,354) Accrued expenses and other liabilities (6,515,846) 10,236,345 Net cash provided by operating activities 46,257,982 53,162,789 Investing activities: Purchases of available-for-sale investments (465,022,486) (901,590,004) Proceeds from maturities of available-for-sale investments 264,385, ,661,000 Purchases of held-to-maturity investments (240,599,918) (393,144,371) Proceeds from maturities of held-to-maturity investments 298,245, ,155,946 Proceeds from sales of investments 8,602,773 3,383,340 Net change in other investments (450,300) 34,000 Net change in loans (74,202,458) (36,268,482) Increase in the National Credit Union Share Insurance Fund deposit (1,898,456) (1,593,834) Net cash paid acquired business - (6,900,000) Purchases of property and equipment (2,568,286) (2,823,947) Net cash used in investing activities (213,508,204) (242,086,352) Financing activities: Net increase in members shares 180,145, ,344,901 Net cash provided by financing activity 180,145, ,344,901 Increase in cash and cash equivalents 12,895,319 33,421,338 Cash and cash equivalents at beginning of year 129,270,696 95,849,358 Cash and cash equivalents at end of year $ 142,166,015 $ 129,270,696 Supplemental cash flow information Interest paid $ 14,258,354 $ 19,519,346 Non-cash consideration - acquired business payable $ _ - _ $ 1,607,716 The accompanying notes are an integral part of these consolidated financial statements. 9

10 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the United Nations Federal Credit Union ( UNFCU ) and its wholly owned Subsidiary, UNFCU Financial Services, LLC (collectively the Company ). The subsidiary is primarily engaged in investments, insurance products, and financial planning service activities. All significant intercompany accounts and transactions have been eliminated in consolidation. Nature of Operations UNFCU is a cooperative association holding a corporate charter under the provisions of the Federal Credit Union Act. Participation in UNFCU is limited to those individuals who qualify for membership, including employees and their families employed by the United Nations and their agencies. The field of membership is defined in UNFCU s Charter and Bylaws. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ( U.S. GAAP ) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The principal estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, mortgage servicing rights, temporary impairment of investment securities, and the fair value of financial instruments. Concentrations of Credit Risk The loan portfolio is well diversified and UNFCU does not have any significant concentrations of credit risk except unsecured loans, which by their nature increase the risk of loss compared to those loans that are collateralized. Cash and Cash Equivalents For the purpose of the statements of financial position and the statements of cash flows, cash and cash equivalents includes cash on hand, amounts due from financial institutions, federal funds sold and highly liquid debt instruments classified as cash which were purchased with maturities of three months or less. Amounts due from financial institutions may exceed federally insured limits. 10

11 NOTE 1 (continued) Investments Debt securities that management has the positive intent and ability to hold to maturity are classified as held-to-maturity and recorded at amortized cost. Securities not classified as held-to-maturity or trading, including equity securities with readily determinable fair values, are classified as available-forsale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Declines in the fair value of individual available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In determining whether other-than-temporary impairment exists, management considers many factors, including (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of UNFCU to retain its investment in the issue for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. Federal Home Loan Bank Stock UNFCU is required to hold Federal Home Loan Bank of New York ( FHLB ) stock equal to the sum of 0.2% of mortgage-related assets and 4.5% of outstanding FHLB borrowings. UNFCU has met these requirements for both 2013 and No ready market exists for the FHLB stock, and it has no quoted market value. Therefore, UNFCU s investment in FHLB stock is carried at cost and tested for impairment. At December 31, 2013 and 2012, management did not believe the stock was impaired. Loans receivable UNFCU has purchased commercial loan participations originated by various other credit unions. All of these loan participations were purchased without recourse. UNFCU grants mortgage and consumer loans to members. The ability of the members to honor their contracts is dependent upon the real estate and general economic conditions of the area. Loans that UNFCU has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, less an allowance for loan losses. Interest income on loans is recognized over the term of the loan and is calculated using the simple interest method on principal amounts outstanding. 11

12 NOTE 1 (continued) The accrual of interest income on loans is discontinued at the time the loan is 90 days past due, unless the credit is well secured and in the process of collection. Other personal loans are typically charged off no later than 180 days past due. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on non-accrual or charged off at an earlier date if the collection of principal and interest is considered doubtful. All interest accrued but not collected for loans that are placed on non-accrual or charged off is reversed against interest income. Interest income on these loans is recognized on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all of the principal and interest amounts contractually past due are brought current and future payments are reasonably assured. Allowance for Loan Losses The allowance for loan losses is established as losses are estimated to have occurred though a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is likely. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon management s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower s ability to repay, estimated value of the underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. In addition, regulatory agencies, as an integral part of their examination process, periodically review UNFCU s allowance for loan losses, and may require UNFCU to make adjustments to the allowance based on their judgment about information available to them at the time of their examinations. UNFCU s allowance for loan losses is that amount considered adequate to absorb inherent losses in the portfolio based on management s evaluations of the size and current risk characteristics of the loan portfolio. Such evaluations consider prior loss experience, the risk rating and the levels of nonperforming loans. The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Company s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data. 12

13 NOTE 1 (continued) A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. 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 a 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. Impairment is measured on a loan by loan basis for mortgage loans 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 dependant. As of 31 December, 2013 and 2012, the total of loans that met the U.S. GAAP impaired loan definition amounted to $30,218,673 and $26,207,662 for 2013 and 2012, respectively. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual auto loans, home improvement, share secured, government guaranteed student loans, and credit card loans, unsecured, for impairment disclosures, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower. UNFCU will repossess collateral when all other collection efforts have been exhausted and UNFCU has full and complete access to repossess the collateral. Loan Servicing Mortgage servicing assets are recognized separately when rights are acquired through purchase or through sale of financial assets. Under U.S. GAAP, servicing rights resulting from the sale or securitization of loans originated by UNFCU are initially measured at fair value at the date of transfer. UNFCU subsequently measures each class of servicing asset using either the fair value or the amortization method. UNFCU has elected to initially and subsequently measure the mortgage servicing rights for the consumer mortgage loans using the fair value method. Under the fair value method, the servicing rights are carried in the balance sheet at fair value and the changes in fair value are reported in earnings in the period in which the changes occur. 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. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. These variables change from quarter to quarter as market conditions and projected interest rates change, and may have an adverse impact on the value of the mortgage servicing right and may result in a reduction to noninterest income. 13

14 NOTE 1 (continued) Property and Equipment Land is carried at cost. Leasehold improvements and furniture and equipment are carried at cost, less accumulated depreciation and amortization. Building, furniture and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. The cost of leasehold improvements is amortized using the straight-line method over the terms of the related leases. Goodwill Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Intangible assets with finite useful lives are amortized and goodwill and intangible assets with indefinite lives are not amortized, but rather tested at least annually for impairment. UNFCU tests goodwill for impairment annually and evaluates changes in circumstances that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Long-Lived Assets U.S. GAAP statement requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. UNFCU periodically reevaluates the original assumptions and rationale utilized in the establishment of the carrying value and estimated lives of its long-lived assets. The criteria used for these evaluations include management s estimate of the asset s continuing ability to generate income from operations and positive cash flow in future periods as well as the strategic significance of the asset in UNFCU s business objectives. Transfers of Financial Assets Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from UNFCU, (2) 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 (3) UNFCU does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets. U.S. GAAP requires UNFCU to recognize as a separate asset the right to service mortgage loans for others. An institution that acquires mortgage servicing rights through either the purchase or the origination of mortgage loans and sells those loans with servicing rights retained must allocate a portion of the cost of the loans to the mortgage servicing rights. UNFCU could elect to either amortize the mortgage servicing rights over the life of the loan or carry the mortgage servicing rights at fair value. Under both methodologies, the mortgage servicing rights would be tested for impairment. 14

15 NOTE 1 (continued) Management elected to continue with using the fair value method of accounting for mortgage servicing rights. National Credit Union Share Insurance Fund Deposit The deposit in the National Credit Union Share Insurance Fund (NCUSIF) is in accordance with National Credit Union Administration (NCUA) regulations, which require the maintenance of a deposit by each federally insured credit union in an amount equal to 1% of its insured members shares. The deposit would be refunded to UNFCU if its insurance coverage is terminated, if it converts its insurance coverage to another source, or if management of the fund is transferred from the NCUA Board. NCUSIF Insurance Premium UNFCU is required to pay an annual insurance premium, unless the payment is waived or reduced by the NCUA Board. The NCUA Board waived the insurance premium, and assessed 0.08% for the Temporary Corporate Credit Union Stabilization Fund (TCCUSF) of approximately $2,544,000 in In 2012, the NCUA Board waived the insurance premium, and assessed 0.095%, approximately $2,841,000. NCUSIF insurance premiums are included in non-interest expense operations. Members Shares Members shares are the savings deposit accounts of the owners of UNFCU. 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 UNFCU upon liquidation. Dividends on members shares are based on available earnings at the end of a dividend period and are not guaranteed by UNFCU. Dividend rates are set by UNFCU s Board of Directors. Income Taxes UNFCU is exempt, by statute, from federal and state income taxes. UNFCU s wholly owned subsidiary is a single member limited liability company and as such is not subject to income tax. Income or loss from the Company is passed through to UNFCU. Marketing Costs Marketing costs are expensed as incurred. The marketing expenses for 2013 and 2012 amounted to $1,760,090 and $1,614,246, respectively. 15

16 NOTE 1 (continued) Pension Plan UNFCU has a qualified, noncontributory defined-benefit pension plan covering substantially all of its employees. UNFCU s policy is to fund an amount in excess of the minimum amount required under ERISA. Comprehensive Income Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on availablefor-sale securities and pension related adjustments, are reported as a separate component of the members equity section of the statements of financial condition. For 2013 and 2012, other comprehensive income includes no reclassification adjustments. Reclassifications Certain account reclassifications have been made to the 2012 consolidated financial statements in order to conform to classifications used in the current year. Recent Accounting Pronouncements In February 2013, the Financial Accounting Standards Board ( FASB ) issued Accounting Standard Update ( ASU ) , Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The objective of this ASU is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this ASU seek to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. While early adoption is permitted, the amendment is effective prospectively for reporting periods beginning after December 15, Adoption of this update in 2014 is not expected to have a material effect on the consolidated financial statements. In July 2012, the FASB ASU No , which amends the authoritative accounting guidance under ASC Topic 350 Intangibles Goodwill and Other. The amendments allow entities the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. If the qualitative assessment indicates it is more-likely-than-not that the fair value of an indefinitelived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no testing is required. The amendments in this update are effective for the annual period beginning after September 15, Early adoption is permitted. Adoption of this update is not expected to have a material effect on the Credit Union s consolidated financial statements. 16

17 NOTE 2 - INVESTMENTS Investments classified as available-for-sale consist of the following: Amortized Unrealized Unrealized Fair 31 December 2013 Cost Gains Losses Value US government obligations $ 86,340,509 $ 79,947 $ (212,706) $ 86,207,750 Agency/GSE debt 922,054,031 2,337,412 (16,352,231) 908,039,212 Mortgage-backed securities 97,000 1,019-98,019 $1,008,491,540 $ 2,418,378 $(16,564,937) $ 994,344,981 Amortized Unrealized Unrealized Fair 31 December 2012 Cost Gains Losses Value US Government obligations $ 50,604,812 $ 134,588 $ - $ 50,739,400 Agency/GSE debt 756,637,616 4,924,461 (262,030) 761,300,047 Corporate bonds 579,953 2,229 (1,380) 580,802 Mortgage-backed securities 97, _ 97,527 Investments classified as held-to-maturity consist of the following: $ 807,919,381 $ 5,061,805 $ (263,410) $ 812,717,776 Amortized Unrealized Unrealized Fair 31 December 2013 Cost Gains Losses Value Bank obligations $ 22,497,460 $ 74,612 $ (3,297) $ 22,568,775 Municipal bonds 203,759,136 1,994,892 (2,075,646) 203,678,382 Mortgage-backed securities 678,099,221 9,982,883 (2,585,063) 685,497,041 Small Business Administration 200,512,747 1,647,239 (831,322) 201,328,664 $ 1,104,868,564 $ 13,699,626 $ (5,495,328) $ 1,113,072,862 Amortized Unrealized Unrealized Fair 31 December 2012 Cost Gains Losses Value Municipal bonds $ 263,006,833 $ 7,106,366 $ (188,435) $ 269,924,764 Mortgage-backed securities 773,480,150 20,540,870 (141,107) 793,879,913 Small Business Administration 140,240,472 3,261,659 (85,900) 143,416,231 $ 1,176,727,455 $ 30,908,895 $ (415,442) $ 1,207,220,908 17

18 NOTE 2 (continued) Investments by maturity as of 31 December 2013 are summarized as follows: Available-for-sale Held-to-maturity Amortized Fair Amortized Fair Cost Value Cost Value Less than 1 year maturity $ 32,978,302 $ 33,209,330 $ 13,108,887 $ 13,177, years maturity 792,700, ,388, ,100, ,084, years maturity 167,644, ,819,556 17,047,146 17,275,144 Over 10 years maturity 15,071,568 13,829,436 5,000,000 4,709,900 Mortgage-backed securities 97,000 98, ,099, ,497,041 Small Business Administration - _ - _ 200,512, ,328,664 $1,008,491,540 $ 994,344,981 $ 1,104,868,564 $1,113,072,862 Investments by maturity as of 31 December 2012 are summarized as follows: Available-for-sale Held-to-maturity Amortized Fair Amortized Fair Cost Value Cost Value Less than 1 year maturity $ 30,580,811 $ 30,754,952 $ 53,382,585 $ 54,254, years maturity 439,422, ,622, ,403, ,262, years maturity 322,748, ,078,272 59,220,954 62,273,701 Over 10 years maturity 15,069,592 15,164,112 5,000,000 5,133,600 Mortgage-backed securities 97,000 97, ,480, ,879,913 Small Business Administration - _ - 140,240, ,416,231 $ 807,919,381 $ 812,717,776 $ 1,176,727,455 $ 1,207,220,908 Expected maturities of mortgage-backed securities and Small Business Administration may differ from contractual maturities because borrowers may have the right to call or prepay the obligations and are, therefore, classified separately with no specific maturity date. 18

19 NOTE 2 (continued) Gross unrealized losses and fair value by length of time that the individual securities have been in a continuous unrealized loss position at 31 December, 2013 and 2012 are as follows: 31 December, 2013 Available-for-sale Fair value Continuous unrealized losses existing for Less than 12 months 12 months or longer Total unrealized losses US government obligations $ 55,825,750 $ (212,706) $ - $ (212,706) Federal agencies 634,319,731 (15,636,018) (716,213) (16,352,231) $ 690,145,481 $ (15,848,724) $ (716,213) $ (16,564,937) Held-to-maturity Bank obligations $ 7,494,825 $ - $ (3,298) $ (3,298) Municipal bonds 82,700,498 (1,742,063) (333,583) (2,075,646) Mortgage-backed securities 211,179,834 (2,473,385) (111,679) (2,585,064) Small Business Administration 112,232,359 (616,938) (214,383) (831,321) $ 413,607,516 $ (4,832,386) $ (662,943) $ (5,495,329) 31 December, 2012 Available-for-sale Fair value Continuous unrealized losses existing for Less than 12 months 12 months or longer Total unrealized losses Federal agencies $ 153,261,275 $ (262,030) $ - $ (262,030) Corporate bonds 349,389 (1,380) - (1,380) $ 153,610,664 $ (263,410) $ - $ (263,410) Held-to-maturity Municipal bonds $ 39,647,383 $ (188,435) $ - $ (188,435) Mortgage-backed securities 33,297,423 (61,553) (79,554) (141,107) Small Business Administration 27,503,437 (45,575) (40,325) (85,900) $ 100,448,243 $ (295,563) $ (119,879) $ (415,442) At 31 December 2013 there were 200 securities in an unrealized loss position of which fourteen have current unrealized losses which have existed for a period longer than 12 months and 186 for 12 months or less. At 31 December 2012 the investment portfolio included 55 securities in an unrealized loss position, five of which had current unrealized losses which had existed for a period longer than 12 months and 50 for 12 months or less. All of these securities are considered to be acceptable credit risks. 19

20 NOTE 2 (continued) Based upon an evaluation of the available evidence, including recent changes in market rates, credit rating information and information obtained from regulatory filings, management believes the decline in fair value for these securities is temporary. In addition, UNFCU has the ability and does not believe it will be required to sell these investment securities for a period of time sufficient to allow for an anticipated recovery or maturity. Other investments consist of the following: 31 December Federal Home Loan Bank Stock $ 3,861,300 $ 3,411,000 Community MM Investment Fund-NCB 250, ,000 Certificates of deposit in credit unions 10,000 10,000 $ 4,121,300 $ 3,671,000 Certificates are generally non-negotiable and non-transferable, and may incur substantial penalties for withdrawal prior to maturity. As discussed in Note 15, management evaluated the investment portfolio and determined that there were no other-than-temporary impairments for either 31 December 2013 or NOTE 3 - LOANS Loans to members consist of the following: 31 December Mortgage loans Fixed rate $ 395,956,800 $ 383,266,548 Variable rate 593,433, ,726,456 Hybrid/Balloon 1,712,433 1,768,690 Home equity line of credit, variable rate Loan participation 52,935,716 8,845,602 59,932,754 6,930,200 $ 1,052,883,736 $ 1,021,624,648 Auto loans 6,793,734 8,202,899 Home improvement 33,784,042 32,032,067 Share secured 13,535,106 13,326,690 Government guaranteed student loans 152, ,908 Credit card loans, unsecured 142,438, ,177,979 20

21 NOTE 3 (continued) Loan Participation (NYUFCU & Taxi Medallion) 29,338, ,521 Consumer loans, primarily unsecured 268,673, ,701,670 1,547,600,248 1,480,998,382 Allowance for loan losses (11,758,419) (12,159,012) $ 1,535,841,829 $ 1,468,839,370 UNFCU has purchased commercial loan participations originated by various other credit unions. All of these loan participations were purchased without recourse. UNFCU offers variable rate mortgages and balloon mortgages to its members. Variable rate mortgages have an initial introductory rate of either 1, 3, 5, 7, or 10 years. After this period the annual percentage rate adjusts to the fully indexed rate (index plus margin). UNFCU variable rate mortgages have annual and lifetime rate caps to minimize payment shock to borrowers. UNFCU also offers balloon loans to members whereby payments are based on a 30 year amortization but the loan balance becomes due and payable at the end of a specified 7, 10 or 15 year period. Variable rate and balloon mortgages may have significantly different credit risk characteristics than traditional fixed rate mortgages. However, UNFCU believes it has established prudent underwriting standards as well as adequate risk management functions to monitor these additional risks. UNFCU s policy is to identify loans that are more than 2 months past due as impaired. The following table shows the activity in the allowance for loan losses for the year ended 31 December 2013: Mortgage Consumer Loans Loans Total Balance at beginning of year $ 6,230,346 $ 5,928,666 $ 12,159,012 Provision for loan losses 1,015,366 6,184,634 7,200,000 Loans charged-off (1,803,028) (6,769,555) (8,572,583) Recoveries 204, , ,990 Balance at end of year $ 5,647,118 $ 6,111,301 $ 11,758,419 21

22 NOTE 3 (continued) The following table shows the activity in the allowance for loan losses for the year ended 31 December 2012: Mortgage Consumer Loans Loans Total Balance at beginning of year $ 4,910,727 $ 5,702,923 $ 10,613,650 Provision for loan losses 2,367,689 4,332,311 6,700,000 Loans charged-off (1,241,025) (4,862,609) (6,103,634) Recoveries 192, , ,996 Balance at end of year $ 6,230,346 $ 5,928,666 $ 12,159,012 The following table shows the ending balance of allowance for loan losses by loan type and the allowance for loan losses based on the impairment method used at 31 December 2013: Allowance for Loan Losses Individually Evaluated For Impairment Ending Balance Collectively Evaluated For Impairment Ending Balance Mortgage loans $ 3,009,825 $ 2,637,294 Consumer loans - 6,111,300 $ 3,009,825 $ 8,748,594 The following table shows the ending balance of allowance for loan losses by loan type and the allowance for loan losses based on the impairment method used at 31 December 2012: Allowance for Loan Losses Individually Evaluated For Impairment Ending Balance Collectively Evaluated For Impairment Ending Balance Mortgage loans $ 3,062,394 $ 3,167,952 Consumer loans - 5,928,666 $ 3,062,394 $ 9,096,618 22

23 NOTE 3 (continued) The following table shows an age analysis of loans at 31 December 2013: Greater Days Days than Total Past Due Past Due 90 Days Current Loans Mortgage loans $ 15,715,169 $ 1,836,683 $ 14,200,697 $ 1,021,131,188 $ 1,052,883,737 Consumer loans 4,173,387 1,876,392 4,006, ,660, ,716,512 Total $ 19,888,556 $ 3,713,075 $ 18,206,756 $ 1,505,791,862 $ 1,547,600,249 The following table shows an age analysis of loans at 31 December 2012: Greater Days Days than Total Past Due Past Due 90 Days Current Loans Mortgage loans $ 21,549,014 $ 7,787,740 $ 14,096,089 $ 978,191,804 $ 1,021,624,647 Consumer loans 5,702,154 2,043,923 3,063, ,564, ,373,734 Total $ 27,251,168 $ 9,831,663 $ 17,159,367 $ 1,426,756,183 $ 1,480,998,381 The following table shows the recorded investment, unpaid principal balance, allocated allowance for loan losses and interest income recognized for loans that were considered impaired at 31 December 2013: Unpaid Average Interest Recorded Principal Related Recorded Income Investment Balance Allowance Investment Recognized With no related allowance recorded: Mortgage loans $ 7,590,687 $ 7,372,831 $ - $ 5,639,574 $ 76,284 With an allowance recorded: Mortgage loans 23,386,735 22,845,842 3,009,825 24,189, ,197 Total impaired loans $ 30,977,422 $ 30,218,673 $ 3,009,825 $ 29,828,674 $ 403,481 23

24 NOTE 3 (continued) The following table shows the recorded investment, unpaid principal balance, allocated allowance for loan losses and interest income recognized for loans that were considered impaired at 31 December 2012: Unpaid Average Interest Recorded Principal Related Recorded Income Investment Balance Allowance Investment Recognized With no related allowance recorded: Mortgage loans $ 5,581,365 $ 5,389,273 $ - $ 5,025,618 $ 71,439 With an allowance recorded: Mortgage loans 21,253,855 20,818,389 3,062,394 22,665, ,193 Total impaired loans $ 26,835,220 $ 26,207,662 $ 3,062,394 $ 27,691,345 $ 393,632 The following table shows our loans that are on non-accrual status and 90 days or more past due and still accruing interest as of 31 December: Loans 90 days or more past due and still accruing: Consumer loans $ 202,788 $ 481,220 Total $ 202,788 $ 481,220 Non-accrual mortgage loans: Mortgage loans $ 14,200,697 $ 12,137,852 Consumer loans 2,937,260 1,448,147 Total $ 17,137,957 $ 13,585,999 Total past due loans $ 17,340,745 $ 14,067,219 The following table summarizes the activity related to information on troubled debt restructuring: Modifications as of 31 December 2013 Pre- Post- Modification Modification Outstanding Outstanding No. Recorded Recorded Contracts Investment Investment Troubled Debt Restructuring Residential-prime 18 $ 6,169,322 $ 6,194,976 Consumer-other 4 262, ,260 24

25 NOTE 3 (continued) Modifications as of 31 December 2012 Pre- Post- Modification Modification Outstanding Outstanding No. Recorded Recorded Contracts Investment Investment Troubled Debt Restructuring Residential-prime 13 $ 4,599,914 $ 4,689,451 Consumer-other , ,357 NOTE 4 - LOAN SERVICING Mortgage loans serviced for other institutions are not included in the accompanying consolidated statements of financial condition. The unpaid principal balances of these loans at 31 December 2013 and 2012 were approximately $72,610,000 and $72,365,000, respectively. UNFCU records Mortgage Servicing Rights (MSRs) when mortgage loans are sold and UNFCU retains the right to service the loans. Specifically, at year end 2013 and 2012, UNFCU utilized assumptions in conditional prepayment rates of 6.66% and 13.22%, respectively, and also utilized a discount rate of 7.5% for 2013 and 6.0% for 2012, in determining the fair value of capitalized mortgage servicing rights. UNFCU records MSRs at fair value with changes in fair value recorded in Non-interest Income. MSR valuation is sensitive to interest rate and prepayment risk. The changes in fair value of MSRs during 2013 and 2012 were as follows: Balance, beginning of period $ 626,816 $ 511,718 Originations 218, ,437 Gain(loss) on changes in fair value 82,844 (120,339) Balance, end of period $ 927,849 $ 626,816 All changes in fair value are as a result of changes to valuation model inputs and assumptions. 25

26 NOTE 5 - PROPERTY AND EQUIPMENT Property and equipment are summarized as follows: 31 December Land $ 12,159,400 $ 12,159,400 Building 98,511,144 98,511,144 Furniture and equipment 61,958,563 61,280,879 Leasehold improvements 6,984,082 7,339, ,613, ,290,962 Accumulated depreciation (64,373,022) (56,092,413) $ 115,240,167 $ 123,198,549 The fully depreciated assets removed from property and equipment for 2013 and 2012 amounted to $1,497,990 and $1,858,470, respectively. For the years ended, the depreciation expense was $10,526,668 and $10,713,320, respectively. Rental expense for the years ended for all facilities leased under operating leases totaled $1,082,000 and $795,000, respectively. In addition, UNFCU has rental arrangements with the sponsor organizations for New York and overseas locations. The rental expenses for these locations for the years ended totaled $480,000 and $475,000, respectively. Future lease expenses with remaining terms of one year or more at 31 December 2013 are as follows: Year ending 31 December 2014 $ 664, , , , ,000 Thereafter 1,088,000 $ 3,371,000 26

27 NOTE 6 - INTANGIBLE ASSETS Intangible assets are comprised of the following at December 31, 2013 and 2012: Useful Life Expirations $ 2,874,329 $ 2,874, years Tradenames 97,832 97,832 Indefinite $ 2,972,161 $ 2,972,161 Accumulated amortization (273,746) (0) Intangible assets, net $ 2,698,415 $ 2,972,161 Amortization expense for the years ended December 31, 2013 and 2012, was $273,746 and $0, respectively. All amortization was recorded in selling, general, and administrative expense in the Consolidated Statements of Operations. The annual estimated amortization expense for the Company s acquired intangible assets for the next five years and thereafter is as follows: Years Ending 31 December 2014 $ 260, , , , ,309 Thereafter 1,437,164 NOTE 7 - RENTAL INCOME $ 2,600,583 UNFCU leases office space to third parties. Rental income from these operating leases totaled approximately $ 3,867,000 and $3,669,000 for the years ended, respectively, and is included in other noninterest income. 27

28 NOTE 7 (continued) Future minimum rental income under operating leases with initial or remaining terms of one year or more at 31 December 2013 are as follows: Year ending 31 December 2014 $ 4,856, ,856, ,856, ,856, ,950,119 Thereafter 5,374,802 $ 26,751,709 NOTE 8 - MEMBERS SHARES Members shares are summarized as follows: 31 December Regular shares $ 1,835,799,319 $ 1,662,053,599 Checking accounts 395,407, ,782,115 Money market 571,108, ,785,206 Individual retirement shares 5,653,491 5,136,702 Individual retirement certificates 4,935,025 5,360,226 Certificates 757,038, ,698,498 Other 3,685,752 3,666,488 $ 3,573,628,374 $ 3,393,482,834 Shares by maturity as of 31 December 2013 are summarized as follows: No contractual maturity $ 2,811,655, year maturity 485,978, years maturity 107,689, years maturity 96,184, years maturity 42,954, years maturity 29,165,554 $ 3,573,628,374 28

29 NOTE 8 (continued) Regular shares, checking accounts, money market, individual retirement shares, and other account shares have no contractual maturity. Certificate accounts have maturities of five years or less. The aggregate amount of uninsured shares at is approximately $318,939,197 and $297,906,277, respectively. NOTE 9 BORROWED FUNDS UNFCU has a demand loan agreement with FHLB. This FHLB demand loan called for the pledging of Federal Agency debentures as collateral for any advances. The approved limit of the FHLB demand loan is up to 30% of UNFCU s total assets. In the event that more would be needed, UNFCU must seek and obtain an exception approval from FHLB to a maximum of 50% of the total assets, with interest charged at a rate determined by the lender on a periodic basis. UNFCU also has a demand loan agreement with the Federal Reserve Bank (FRB). This FRB demand loan calls for the pledging of Federal Agency debentures to a maximum of 50% of the total assets, with interest charged at a rate determined by the lender on a periodic basis. NOTE 10 - OFF-BALANCE SHEET ACTIVITIES UNFCU is party to conditional commitments to lend funds in the normal course of business to meet the financing needs of its members. These commitments represent financial instruments to extend credit which include lines of credit, credit cards and home equity lines that involve, to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the consolidated financial statements. UNFCU s exposure to credit loss is represented by the contractual amount of these commitments. UNFCU follows the same credit policies in making commitments as it does for those loans recorded in the consolidated financial statements. Outstanding loan commitments at total approximately $62,659,000 and $85,576,000, respectively. Unfunded loan commitments under lines of credit are summarized as of follows: Home equity $ 35,113,000 $ 33,679,000 Credit card 341,365, ,825,000 Other consumer 55,392,000 54,160, $ 431,870,000 $ 394,664,000

30 NOTE 10 (continued) Commitments to extend credit are agreements to lend to a member as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. UNFCU evaluates each member's credit worthiness on a case-by-case basis. The amount of collateral obtained to secure borrowing on the lines of credit is based on management s credit evaluation of the member. Unfunded commitments under home equity lines-of-credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines-of-credit are uncollateralized and usually do not contain a specified maturity date and ultimately may not be drawn upon to the total extent to which UNFCU is committed. NOTE 11 - COMMITMENTS AND CONTINGENT LIABILITIES UNFCU is a party to various legal actions normally associated with collections of loans and other business activities of financial institutions, the aggregate effect of which, in management s opinion, would not have a material adverse effect on the financial condition or results of operations of UNFCU. NOTE 12 - EMPLOYEE BENEFITS UNFCU sponsors a defined benefit pension plan for the benefit of its employees. The plan calls for benefits to be paid to eligible employees at retirement based primarily upon years of service with UNFCU and compensation levels at retirement. Contributions to the plan reflect benefits attributed to employees services to date, as well as services expected to be earned in the future. Plan assets consist primarily of investments in common/collective trust funds. 31 December Benefit obligation $ 23,042,849 $ 24,048,137 Fair value of plan assets 27,369,804 27,169,419 Funded status $ 4,326,955 $ 3,121,282 Accumulated benefit obligation $ 18,284,986 $ 20,414,042 30

31 NOTE 12 (continued) Years ended 31 December Net pension cost $ 1,496,646 $ 1,149,124 Employer contribution $ - $ - Benefit payments $ 2,941,323 $ 218,224 Amounts recognized in the statement of financial condition consist of: 31 December Assets $ 4,326,955 $ 3,121,282 Amounts recognized in accumulated other comprehensive income consist of: December Other losses $ 4,349,894 $ 6,790,603 Prior service cost $ 1,365,623 $ 1,627,233 $ 5,715,517 $ 8,417,836 Amounts recognized in net periodic benefit cost and other comprehensive income: 31 December Net periodic benefit cost $ 1,496,646 $ 1,149,124 Total recognized in other comprehensive income $ (2,702,319) $ (104,694) Total recognized in net periodic benefit cost and other comprehensive income $ (1,205,673) $ 1,044,430 The following are the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic pension cost over the next fiscal year ending Other losses $ 132,969 Prior service cost 261,610

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