1. 1 Other Than Temporary Impairment (OTTI) FAS 157 – Fair Value Troubled Debt Restructurings (TDRs) FAS 141R Purchase Accounting Presentation to Credit Union Audit Team by Douglas Winn January 30, 2010

2. OTTI – Presentation done 5/12/2009 WW Risk Management High Level Test will identify bonds with potential OTTI WW Risk Management can provide OTTI Policy Watch subordinate bonds, senior support bonds and mezzanines in all years Watch 2006 and 2007 all levels Watch ReRMICs 2

3. Fair Value Footnotes Must include credit and interest rate calculations Work is similar to mergers but more limited in scope – no calculations of the value of the franchise or the core deposit intangible 3

4. Fair Value Footnote Clients Referred By McGladrey AltaOne Farmers Insurance Group Los Angeles Police FCU Metro 1 Mocse Federal Credit Union National 1st CU North Island FCU Pacific Oaks FCU San Francisco FCU San Mateo CU TAPCO Credit Union 4

5. Troubled Debt Restructurings TDR results when lender makes a concession in response to borrower’s financial distress Must include credit and interest rate calculations – interest based on the rate before modification Accounting for consumer loans included the Center for Audit Quality guidance on TDRs of residential mortgage loans – December 2008 5

6. New Accounting for Business Combinations Combination of mutual entities including credit unions is treated as a “purchase” and must be accounted for under FAS 141R and FASB Accounting Standards Codification (“FASB ASC”) Topic 805 – Business Combinations Credit union to be merged in must be accounted for at fair value Effective for transactions consummated in fiscal years beginning after December 15, 2008 6

7. Value of Acquired Credit Union is Two Step Process Step 1 – Value the entity as whole – the result is a accounted for as a direct addition to equity Step 2 – Determine the fair value of the acquired credit union’s assets and liabilities 7

8. Value of the Entity as a Whole Conclusion of “fair value” in accordance with FAS 157 and FASB ASC Topic 820 – Fair Value Measurements and Disclosures Rules regarding valuing a business are set forth in the Statement of Standards for Valuation Services of the American Institute of Certified Public Accountants Experts generally use income-based and market-based approaches to determine fair value Values derived using the different methods must be reconciled to reach an overall fair value conclusion 8

9. Income-based Approaches Estimated future cash flows are discounted to derive an estimate of fair value Generally involves the use of a Cap M pricing model using an after-tax discount rate Estimate of terminal value is generally included Need to consider adjustments for control premiums 9

10. Market-Based Approaches Generally involve the price to earnings ratio or price to book value for publicly traded community banks with similar size, asset composition, operating strategies and geography Need to adjust for tax equalization 10

11. Value of Financial Assets and Liabilities The valuation for loans and investments is not as simple as comparing the interest rate on the item to current interest rates using an Asset Liability Management model – the fair value must include the estimated credit losses The value derived should be an “exit price” according to FAS 157 and FASB ASC Topic 820 Because the credit losses are included in the loans’ fair value – the allowance for loan losses is brought over at zero 11

12. Value of Non-Financial Assets and Liabilities The largest non-financial assets are generally land and buildings – we generally have our clients obtain a commercial real estate appraisal(s) if they are material Need to consider whether the assets would have value to market participants after the merger – for example a multi-year prepaid contract for a service that cannot be used after the merger has no “fair value” 12

13. Value of Non-Financial Assets and Liabilities, cont. Need to identify liabilities that have not been recorded that will be triggered by the merger – some forms of compensation, buy- outs of lease agreements, etc. Need to consider whether operating leases are favorable (asset), unfavorable (liability) or at market 13

14. Intangible Assets The most common intangible assets are the core deposit intangible, mortgage servicing rights and customer relationships Trade name – need to consider defensive value as well Recognition of an intangible asset requires that the asset be separable or have a contractual or legal benefit 14

15. Core Deposit Intangible Benefit of low cost deposits – it is not the value of the overall deposit derived by comparing the interest rate on the deposit to rates at the time of the merger It is instead the estimated value of the deposits based on the fees they generate and the costs to maintain them compared to alternative source of funding such as the Federal Home Loan Bank 15

16. Other “Day 1” Accounting Considerations Merger related expenses must be expensed Restructuring costs of acquirer are recorded as “post- transaction” expenses Assets that an acquirer does not intend to use should still be valued at their “highest and best use” – example defensive value of a trade name The accounting for contingent consideration is complex 16

17. 17

18. 18

19. Accounting on Day 2 Accretion of interest income and interest expense Adjustment of credit reserve Do not include the loans acquired on day 1 in the combined entity’s allowance for loan losses Amortization of intangibles Testing for impairment 19

20. Amortization of Intangibles A recognized intangible asset shall be amortized over its useful life unless that life is determined to be indefinite The method of amortization should reflect the pattern of economic benefit (i.e. match amortization rate to attrition rate on core deposit intangibles) (10 year straight line has been accepted by accounting firms and regulators) 20

21. Impairment Testing Impairment testing for intangible assets with a finite life is based on undiscounted cash flows according to FAS 144 and FASB ASC Topic 360 – Property, Plant, and Equipment and must be done if there is evidence that the asset could be impaired Impairment testing for intangible assets with indefinite lives must be done at least annually Impairment testing for goodwill must be done at least annually 21

22. Goodwill Impairment Testing Determine estimated goodwill by repeating Day 1 process If the goodwill determined is greater than the carrying amount – no entry need by recorded If the goodwill determined is less than the carrying amount – write the carrying amount down of the goodwill Do not adjust the carrying amount of the assets and liabilities – the revaluation is done to test for goodwill impairment only 22

23. 23 Wilary Winn LLC First National Bank Building 332 Minnesota Street, Suite W-2062 St. Paul, MN 55101 651-224-1200 Douglas Winn dwinn@wilwinn.comdwinn@wilwinn.com Frank Wilary fwilary@wilwinn.comfwilary@wilwinn.com