2013 MANAGEMENT DISCUSSION AND ANALYSIS ... - Personal …

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2013MANAGEMENTDISCUSSIONAND ANALYSIS

AUDITEDCONSOLIDATEDFINANCIALSTATEMENTS

Year EndedDecember 31, 2013

Westminster savings credit unioncorporate Head office

108 - 960 Quayside Drive, new Westminster, Bc, V3M 6g2wscu.com 604 517 0100 1 877 506 0100

2013 governance Report2013 Management Discussion and analysisand audited consolidated Financial statements

2013 annual Report

2013 SUITE OF REPORTS

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Introduction 3Business Overview 32013 Highlights 3General Business Overview 4Lines of Business 5Market Environment 72013 Operating Results 7Financial Results 7Balance Sheet 11Line of Business Results 12Managing Business Risks 13Key Business Risks 13Risk Management 15Capital and Balance Sheet Management 172014 Outlook 19Economic Outlook 19Interest Rates 20Lines of Business 20









23 Management’s Responsibility24 Independent Auditors’ Report26 Consolidated Balance Sheet27 Consolidated Statement of Income and Comprehensive Income28 Consolidated Statement of Changes in Members’ Equity29 Consolidated Statement of Cash Flows30 Notes to Consolidated Financial Statements

30 general information30 summary of significant accounting policies46 Financial risk management59 cash and cash equivalents59 investments60 loans and leases receivable67 Premises and equipment68 intangible assets69 other assets70 Borrowings70 Members’ deposits71 net interest income71 Fee and commission income72 net gains (losses) on financial instruments72 general and administrative expenses72 Retirement benefit obligations76 commitments77 Provision for income taxes79 Deferred tax79 contingencies79 Related party disclosures

ManageMent Discussion anD analysis

consoliDateD Financial stateMents oF WestMinsteR saVings cReDit union22

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INTRODUCTION Westminster Savings Credit Union (Westminster Savings) provides financial services to consumer and commercial markets in British Columbia. Through its leasing subsidiaries, Westminster Savings provides vehicle and equipment leasing in western Canada and Ontario. Headquartered in New Westminster, B.C., the credit union operates 12 full-service retail branches and one commercial centre in Metro Vancouver. This management discussion and analysis contains information designed to provide a more complete understanding of the credit union and its financial and operating performance. It is intended to complement our audited consolidated financial statements, and should be read in conjunction with those financial statements. The discussion may contain forward-looking statements concerning Westminster Savings’ activities and strategies. Such statements involve risks and uncertainties with respect to the economic, legislative, regulatory and competitive environments, which could cause actual results to differ from the forward-looking statements in this report.

BUSINESS OVERVIEW

2013 HIGHLIGHTS Westminster Savings had a successful year in 2013 despite challenging economic and industry conditions. As anticipated, interest rates stayed persistently low and competition in the financial services sector intensified, resulting in lower than expected top-line growth and profitability. Notwithstanding these circumstances, the credit union worked diligently to control costs in line with a declining margin environment, while still investing in those areas that were needed to grow the business and to pursue our strategic objectives. We are extremely proud of the efforts of our employees and the accomplishments that were achieved during 2013:

Westminster Savings became the first Canadian financial institution to launch mobile remote deposit capture capability, Deposit Anywhere™. Accessed via a mobile banking app, Deposit Anywhere allows members to securely deposit cheques. As at December 31, 2013, members had deposited over $13.8 million using this free service.

Total assets under management surpassed $3 billion for the first time in our near 70-year history. A large portion of this growth came from our wealth management portfolio, which grew by 19% to $584.7 million.

Our net income for the year exceeded our target at $8.5 million, but was behind 2012 results. Downward pressure on financial margin and fee revenue, coupled with a significant shift in our effective tax rate for the year, as a result of recent federal tax changes, impacted bottom-line results. However, strong investment returns compensated, allowing the credit union to set aside additional reserves for possible future loan impairment.

The credit union was named one of Canada’s 50 Best Employers in a survey conducted by Aon Hewitt, based on employee engagement. This is the second consecutive year that Westminster Savings has achieved this recognition.

We maintained our long-standing tradition of sharing our success with our communities. We contributed $500,000 to the Westminster Savings Foundation, as well as more than $173,000 by means of community sponsorships and activities. In addition, the foundation disbursed grants totalling more than $175,000 to local charities.

Our brand health and customer loyalty indices both saw positive movements, reflecting our continued focus on building our brand presence and on establishing strong relationships with our members.

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2013 Highlights…continued.

Our deposits, loans and leases grew by 4.4%, 3.2% and 4.3% respectively, providing the credit union with solid growth on our balance sheet amidst intense competitive pressures in all lines of business.

Our members’ equity grew to $163.9 million representing an increase of 13.6% over 2012, generating strong growth in our capital base. Our capital adequacy ratio, inclusive of system capital, was 16.5%, which easily exceeded both regulatory and internal policy requirements.

As we continue with the implementation of our five-year strategic plan, we remain committed to our programs to provide a superior customer experience and to enhance employee engagement, while continuing to be diligent in managing our operations in light of economic, regulatory and competitive challenges. A more detailed analysis of 2013 operating performance is outlined later in this management discussion and analysis. GENERAL BUSINESS OVERVIEW Westminster Savings provides retail banking and related services to more than 55,000 members, as well as commercial lending and other services to real estate developers, small and medium enterprises and micro-businesses. We offer new and used passenger vehicle leasing through our subsidiary, WS Leasing Ltd., and its network of independent dealers and brokers in western Canada and Ontario. Through our subsidiary, Mercado Capital Corporation, we provide small and mid-ticket equipment leasing services to customers in western Canada and Ontario. Westminster Savings is in business “to advise, empower and enable customers to achieve their most important goals.” Product and service excellence in our retail and commercial banking, mutual fund and lease products is of utmost importance to us. We measure our success using a balance of financial and non-financial measures. Financially, success is measured using conventional banking industry indicators such as asset growth, financial returns and measures of capital, liquidity and operating efficiency. We also use a variety of customer measures to assess our acceptance in the markets we serve, and to evaluate performance in areas that are important to our customers. Employee engagement and performance, which is measured annually in a national employee survey, is another important aspect of how we evaluate success. We strive to continuously improve our performance against these measures over time. The most significant source of revenue for Westminster Savings is net interest income from financial intermediation. This represents the yield earned from loans, leases and investments, offset by deposit and other funding costs. The credit union also earns fee and commission revenue from these activities, or from non-intermediation products and services such as payment services or sales commissions. Ancillary to this business, the credit union may realize gains or losses on the sale of financial instruments such as investments. It is typical to record impairment losses to reflect the expectation that some loans or leases will suffer credit losses. To support these business activities, the credit union’s operating costs include staff compensation, as well as premises, systems, marketing and other administration costs. The credit union is also subject to federal and provincial income taxes. We also measure comprehensive income, which takes a broader view of income measurement by including unrealized gains or losses of the credit union, including changes in certain asset values, and changes to the estimated value of employee pension plan assets and obligations.

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General Business Overview…continued. Through the Westminster Savings Foundation we support worthy community organizations that work to improve the quality of life within our general trade areas. In addition to our foundation’s contributions, the credit union makes direct community investments. Building solid customer relationships is the hallmark of our customer-focused business strategy, and employees are a key part of this. For the past two years, Westminster Savings has been recognized as one of Canada’s 50 Best Employers, demonstrating the passion and commitment of our employees and the success of employee programs. The 406 active employees at Westminster Savings and its subsidiary companies share a commitment to delivering high-quality personal service. LINES OF BUSINESS Westminster Savings’ operations are organized around three operating divisions: Consumer Services, Commercial Services and Leasing. We manage the performance of each individual operating division as if it were a stand-alone business. This promotes accountability in our management team. A fourth non-operating administration division provides corporate, administrative and support services to the operating divisions. CONSUMER SERVICES Consumer Services provides branch banking, consumer borrowing, wealth management and transaction processing services to more than 55,000 members through our various service delivery channels. The business objective of Consumer Services is to deliver a full range of competitively-priced consumer deposit, loan, investment and transactional banking products, in keeping with the evolving needs of our members and customers. We aim to deliver value through exceptional customer experience and personalized advice, focusing on an approach that balances growth and profitability with maintaining credit quality in a very competitive environment. We offer our consumer services through various service channels. We operate a network of 12 branches in the communities we serve. We also provide internet banking, accessible through computer, tablet and mobile devices. We provide a network of 21 ATMs, as well as access to more than 2,400 surcharge-free ATMs across Canada. We offer personal telephone service through our Member Service Centre, as well as Tel Express automated telephone banking service. We also provide access to mobile mortgage services, through our complement of professional mobile mortgage specialists that serve extended trade areas. Our network of 12 retail branches serves as a touch-point for those customers who prefer an in-person service relationship. Our objective is to provide service that is tailored to a customer’s unique needs with the appropriate employee or group of employees. Our customers can access their important financial information and conduct transactions wherever they are through mobile device, tablet or computer Internet access. Our intention is to provide customers with convenient, secure service options and expanded service hours, while improving the cost-effectiveness of our overall service delivery system. We provide free mobile banking applications for most mobile devices and the reach of our direct service channels is extended by providing service to a growing network of mortgage brokers. COMMERCIAL SERVICES Commercial Services provides financing and other related financial services to customers who own and operate small and medium-sized businesses in our trade areas. Three distinct groups of business customers are served: real estate developers, small and medium-sized enterprises and micro-businesses.

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Commercial Services…continued. Westminster Savings caters to these markets through a dedicated team of professionals, offering specialized expertise, superb service and relevant products. Project financing, mortgage loans, commercial loans, deposit and cash management, and other commercial services are made available to targeted business customers. The Commercial Services division seeks quality loans that earn a suitable rate of return, given the nature of the underlying loan security. LEASING The Leasing division comprises WS Leasing Ltd. and Mercado Capital Corporation, both wholly-owned subsidiaries of the credit union. The business objective of Leasing is to develop and operate a successful and growing leasing business that earns an appropriate, risk-adjusted rate of return for the benefit of the credit union membership. We seek to supply fast and efficient financing options to the markets we serve. WS Leasing provides consumer and commercial vehicle leases, and equipment leases that accommodate additional needs of WS Leasing customers. WS Leasing’s primary trade area stretches from British Columbia to Ontario. Metro Vancouver represents the largest portion of its portfolio, however, in the last year we have seen strong growth in the Ontario market. WS Leasing has distinguished itself in the marketplace with competitive leases for the sizeable used and new vehicle markets for both individual and business clients. Mercado Capital Corporation, headquartered in Calgary, is a small- to mid-ticket equipment financing company serving western Canada and Ontario, with the majority of its portfolio in Alberta. Mercado’s largest markets are in the oil and gas, and transportation sectors. CORPORATE The corporate division encompasses various administrative departments, including treasury, marketing, human resources, information systems, corporate accounting and other administration. The corporate division outsources non-core functions to best-in-class service providers to achieve efficiency gains. Outsourcing arrangements support the credit union’s banking system operation, software development, advertising and investment management. The treasury department provides investment, liquidity management, securitization and other specialized technical services to the Westminster Savings group of companies. This department is also responsible for asset-liability management and the overall control of interest rate risk for the credit union. The treasury department manages the credit union’s funding strategy, including borrowing lines and securitization programs, optimizing the overall cost of funding and ensuring that sufficient liquidity is maintained. This department also manages the credit union’s capital position. The marketing department offers product development, product management, market analysis, promotion and communications support to the operating divisions. This department is responsible for managing the overall marketing strategy and brand of the credit union, as well as the overall experience enjoyed by our members and customers. The human resources department facilitates human resource management, recruiting, training, performance management and other employee development and engagement programs for the credit union and its subsidiaries. This department has a significant influence on the quality of service provided by Westminster Savings. The information systems department delivers technical leadership and business support for the credit union’s varied technologies, including major enterprise systems such as our banking system, lease administration

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Corporate…continued. system and financial systems. This department also manages relationships with important outside suppliers who provide services such as cheque clearing, transaction switching, credit card processing and wealth management services. The accounting department provides financial accounting, management accounting, regulatory reporting, payroll and other business support services to Westminster Savings’ operating divisions, and is the focal point for the credit union’s internal control environment. The administration group establishes policies and processes, and supports all business units to ensure that the credit union operates in an efficient, controlled and integrated manner. MARKET ENVIRONMENT Westminster Savings operates within a broad and very competitive financial services market, which includes Canada’s chartered banks, other credit unions, virtual, specialty and niche financial services providers, and new emerging competitors. An average of one in three B.C. residents is a member of a credit union. Our branch network serves Metro Vancouver. We also originate mortgages through a network of independent mortgage brokers. As financial products and services become increasingly automated, commoditized and available electronically, consumers are more likely to find and use multiple financial institutions in pursuit of the best value. Increasingly, full-service financial institutions like Westminster Savings are competing with virtual, specialty and niche financial services providers. These trends toward lower-cost financial services providers, increased consumer choice and market fragmentation are expected to continue in the years ahead. In the leasing business, our vehicle leasing operation competes against other financial institutions, finance companies and vehicle manufacturers’ captive finance companies. Consumer leasing volumes are influenced by consumer confidence and other aspects of the economic environment. Similarly, our equipment leasing subsidiary competes with other financing companies and manufacturers that are active in equipment leasing. Equipment financing volumes are also influenced by the general level of business investment activity, particularly in the resource and transportation sectors.

2013 OPERATING RESULTS

FINANCIAL RESULTS For Westminster Savings, 2013 was a successful year with solid performance and moderate growth. Total “on book” assets of the credit union were just below $2.4 billion, reflecting growth of four percent compared with the previous year. Net income for 2013 was $8.5 million, compared with $14.2 million in 2012. These lower results were reflective of a challenging economic and regulatory environment. Historically low interest rates coupled with intense competition across all business lines, resulted in compressed margins. Additionally, changes to federal tax legislation impacted the credit union’s effective tax rate and generated a significant increase in taxes. For conservatism, additional reserves were also set aside for possible future loan impairment. Offsetting these factors, investment returns on our managed portfolio were above expectations and the credit union continued to ensure that costs were carefully managed in light of the declining margin environment.

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Financial Results…continued. Comprehensive income was $19.7 million, up from $11.2 million in 2012. Comprehensive income includes the net income of the credit union, along with certain unrealized gains or losses, which reflect the accounting requirement to value certain investments and pension obligations at fair value in the consolidated balance sheet, and is representative of improvements in the underlying markets. While assessing our operating performance, management emphasized a number of key operating ratios:

The credit union’s return on average assets was 0.36% in 2013, down from 0.64% in 2012; The credit union’s return on average equity was 5.4% in 2013, down from 9.8% in 2012; The credit union’s operating efficiency ratio increased to 77.2% from 76.5%; Capital continued to be strong, with statutory capital at 16.5% in 2013, up from 14.8% in 2012, which

compares favourably with both the regulatory minimum of 8% and the supervisory target of 10%; and Liquidity, which also must meet a statutory minimum of 8%, was 12.4% in 2013, down from 13.6% in 2012.

The following is a more detailed analysis of the material components of the consolidated statement of income. NET INTERES T INCOME The largest component of the credit union’s income is net interest income. This is the difference between financial income (interest earned on investments, loans and leases receivable) and financial expense (interest paid on members’ deposits and other financing). Net interest income was $62.4 million, a decrease from $63.9 million in 2012. Financial margin (or net yield) on our asset and liability portfolios, at 2.63%, was well below the 2.83% enjoyed in 2012. Contributing to the drop in margin was a general tightening in spreads across all lines of business as interest rates remained persistently low and competitive pressures saw commercial and leasing margins fall notably throughout the year. Additionally, a strategic decision was made to modify the risk profile in the leasing portfolio and concentrate on better quality credit at lower yields.

Net Interest Income Trend

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Net Interest Income…continued. Financial margin is defined as net interest income expressed in percentage terms. It represents the difference between the yields on our asset portfolios, offset by the cost of deposits and other financing. The decline in our financial margin during the year reflects falling asset yields along with steady deposit and financing costs in 2013. Our asset yield fell from 4.4% in 2012, to 4.1% in 2013. Deposit costs, however, fell by only four basis points, from 1.54% to 1.50%. This created the narrowing or compression of our financial margin. IMPAIRMENT LOSSES ON LOANS, LEASES RECEIVABLE, INVESTMENTS AND OTHER ASSETS The credit union’s impairment losses were higher than the previous year. The credit union made the decision to refine the collective provision to capture macroeconomic and industry-specific trends, giving rise to a $2.2 million increase. Further details can be found in credit risk under the Key Business Risks section. In assessing its loan and leases receivable portfolios for evidence of impairment, Westminster Savings considered various factors: bankruptcy, default, payment delinquency, decline in the value of mortgage security or other collateral, and other considerations. Individual loans or leases may be found to be impaired due to specific factors. For loans assessed as impaired, we continue to hold substantial security that serves to protect the credit union against loss. In addition, we also evaluate our overall portfolios of mortgages, loans, vehicle leases and equipment leases to quantify losses that might arise from broader factors. We are proactive in our management of delinquency and other credit concerns to ensure that credit losses are kept as low as possible. NET FEE AND COMMISSION INCOME Fee and commission income comprise various fees, service charges, penalties and other miscellaneous revenues that are earned but not part of net interest income. Fee and commission expense includes costs related to our delivery of transactional account services and leasing services, ATM and Interac® Direct Payment transaction processing costs, cheque clearing costs, investment management costs, custodial and other loan processing fees. Declines in fee income along with increases to fee expense led to an overall decline in net fee and commission income. Loan and lease-related fees were generally lower during the year, the result of competitive pricing pressures and moderate volumes. Wealth management fees rose in 2013 as we enjoyed increased volumes, related in part to a very positive year in the equity markets. Transactional fees in connection with accounts, transactions and cards were generally flat year-over-year, in keeping with general business volumes. Fee and commission expense was higher in 2013 compared with the previous year. Transactional fees were stable or modestly higher year-over-year. Securitization fees were elevated from the previous year, while loan fee expense was significantly higher as a result of incentives offered to customers for competitive reasons. INVESTMENT GAINS AND LOSSES Certain investment assets held by the credit union are measured at fair value on the consolidated balance sheet. Fair value changes are recorded as unrealized fair value gains and losses, and included in comprehensive income during the period that the investments are held on the balance sheet. The disposal of these assets results in realized gains or losses which are recorded in net gains on financial instruments in the consolidated statement of income. In 2013, we recorded both realized and unrealized gains from these assets, indicating strength in the underlying markets.

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OPERATING EXPENSES Operating expenses consist of compensation costs, occupancy and equipment costs, and other general and administrative costs. Total operating costs of $55.8 million remained unchanged from the previous year, resulting from an emphasis on closely managing costs to better align with declining margins, while still making the necessary investments to grow the business. Compensation costs, which include salary, benefits, training and employee development costs, were up 4.8% compared with 2012, largely due to investments in employee training and expanded hours of service. Occupancy and equipment costs such as premises rent, maintenance and other property-related costs decreased 1.7% compared with the previous year. General and administrative costs including data processing, marketing and other costs of administration decreased by 7.9% from 2012, the result of prudent cost management focused on ensuring that our operations are as efficient and effective as possible.

Key Performance Statistics

WES TMINSTER SAVINGS FOUNDATION CONTRIBUTION Westminster Savings Foundation was founded in 1992 as a charitable society to support worthy organizations within the general trade area of the credit union. Contributions to the foundation are made at the discretion of the Westminster Savings Board of Directors. The board makes its determination based on a number of factors, including the overall results of the credit union. In 2013 we donated $500,000 ($600,000 in 2012), making it the twelfth consecutive year that Westminster Savings has contributed $500,000 or more to the foundation. This year’s contribution brought the total endowment of the foundation to more than $8.7 million. In 2013, the foundation disbursed grants of almost $176,000 to support active living and arts in the communities we serve. Additionally, the credit union contributed more than $173,000 ($208,000 in 2012) directly to community activities and initiatives, such as the free swim program it operates at local recreational facilities.

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INCOME TAXES Despite lower income levels in 2013, the overall level of income taxes rose substantially. In October 2013, the federal government passed legislation to phase out the 17% credit union preferred rate deduction over a five-year period, commencing in 2013. The credit union is subject to current taxes and deferred taxes. Deferred tax liabilities and assets are a result of temporary differences between accounting and tax carrying values, and are calculated based on estimates of the timing and amount of future reversals at the applicable future tax rates. Accordingly, this legislative change has impacted both current and deferred taxes, resulting in a significant increase in 2013’s effective tax rate to 32.6% (11.9% in 2012). The judgment required in assessing the future timing of reversals, amounts and future tax rates in respect of deferred taxes may result in effective tax rates that may not be consistent from year to year. On February 18, 2014, the provincial government announced in its 2014 budget that it too will begin phasing out the provincial credit union deduction over five years beginning in 2016. Although not reflected in the current year income tax expense, the elimination of this deduction will result in future increases to effective tax rates. BALANCE SHEET ASSET AND LIABILITY PORTFOLIOS Total “on book” assets grew by $93 million, or 4%, in 2013. Loans increased by 3.2% with a large proportion of this increase derived from consumer mortgages. Growth in the lease portfolio was 4.3%, primarily in the vehicle lease portfolio. We also saw an increase to our cash balances on hand. Offsetting these increases was a small decline in our commercial loans portfolio. Most other asset groups remained largely unchanged from the previous year. This asset growth was financed by $83.8 million in deposit growth in 2013, an increase of 4.4%. Leading this deposit increase was term deposits, showing a $56.5 million or a 5.9% increase for the year. Demand deposits also contributed $24.2 million in growth during 2013. The credit union routinely securitizes loans and leases to raise additional funding at competitive rates. The outstanding securitization debt increased by $40.6 million in the year. As a result of these funding activities, borrowing levels were reduced dramatically from $57.8 million in 2012 to $8.8 million in 2013. The non-financial asset and liability categories are a much smaller component of our consolidated balance sheet when compared with our customer accounts. These balances reflect the assets and liabilities used in our operations, along with certain income tax and pension-related balances. The balances in these miscellaneous asset and liability accounts changed only modestly in the year, in keeping with our ongoing business activity. MEMBERS’ EQUITY Members’ equity, comprising retained earnings and the available for sale fair value reserve, grew to $163.9 million from $144.2 million as at the end of 2012. The increase in retained earnings represents net income for the year of $8.5 million, along with comprehensive income for the year of $11.1 million. Comprehensive income for the year was the result of $9 million in net actuarial gains on the credit union’s defined benefit plans, and $2.1 million in net unrealized gains on investments held by the credit union.

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Member’s Equity…continued.

Balance Sheet Composition

ASSETS UNDER ADMINISTRATION The credit union originates and manages various third-party investment assets, for which the credit union receives administration fees and/or commissions. Although these third-party assets are not recorded on the credit union’s balance sheet, they represent expanded investment options for our customers, while providing the credit union with a reliable revenue stream. At December 31, 2013, the portfolio of assets under administration was $624.8 million, up $95.3 million or 18% from $529.5 million in 2012. The largest component of assets under administration is customer investment products, primarily mutual fund investments. At December 31, 2013, the total value of customers’ investment products under administration was $538.5 million, ($446.3 million in 2012). Substantial growth was experienced in the year, as Canadian and U.S. equity markets recognized strong performance in 2013. This not only added to the value of our customers’ portfolios, but also attracted new customer investments. For customers with self-directed retirement accounts, the credit union acts as administrator for a fee. Self-directed RRSP funds under administration were $46.2 million, up from $45.1 million in 2012. Periodically, other financial institutions are invited to participate in the large-dollar loans we originate. These syndicated loans are administered for a fee, and totalled $40.1 million, up from $38.1 million in 2012. LINE OF BUSINESS RESULTS CONSUMER SERVICES The consumer services division had a successful year in the face of a number of challenges in 2013. With mortgage rates at historic lows, growth was derived primarily from consumer mortgages and home equity lines

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Consumer Services…continued. of credit. Term deposits saw reasonable growth, while registered account growth was more modest. Interest revenue fell below expectations due to competitive pressures and the low interest rate environment. Strong performance from our wealth management services surpassed expectations with results influenced by improved equity markets. Operating costs were maintained within the established budgets for the year. COMMERCIAL SERVICES Commercial Services’ volumes were below budget for the year with volumes negatively impacted by a slowing real estate market. However, overall divisional operating results were ahead of target. LEASING Leasing had mixed results for the year with solid growth in the automotive sector offset by muted growth in equipment leasing. This was due in large part to a change in credit granting criteria and a general tightening of credit standards in equipment leasing. As a result, divisional net interest income was below target. However, operating costs for the division were well controlled.

MANAGING BUSINESS RISKS KEY BUSINESS RISKS Westminster Savings’ operations necessitate a variety of risks that may affect future results. Our objective is to protect the credit union from unacceptable business losses or earnings volatility, and to ensure that the risks we take are prudent and are in proportion to the expected business benefits. Westminster Savings manages risk through a combination of strong corporate governance and enterprise risk management (ERM) programs. These programs ensure that prudent, formal policies are in place, with appropriate oversight of our ongoing risk management activities throughout the credit union. The credit union employs ERM to identify, assess and proactively manage risks in the face of uncertainty. The process supports the creation of enterprise value and the mitigation of risks. The ERM process is embedded in all major areas of the business. The credit union also maintains a business continuity strategy, utilizing disaster recovery and business continuity plans. These plans are tested regularly and designed to cost-effectively provide for the continuity of key credit union functions should they be impacted by a disruptive event. The final protection against adverse impacts is the credit union’s capital. This is an important reason as to why Westminster Savings maintains levels of capital well in excess of regulatory minimums. The key risks faced by the credit union include the following:

Credit risk, which is the risk of loss resulting from a borrower’s inability or unwillingness to repay a loan in conjunction with inadequate collateral, or from a counterparty’s inability to complete or fulfill financial obligations;

Financial market risk, which is the risk of loss that results from changes in external markets, including interest rates, foreign exchange rates, equity and commodity prices, and credit spreads;

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Key Business Risks…continued.

Competitive market risk, which is the risk of customer attrition, increased cost or other business impacts due to changes in the competitive markets for financial services, investment products, vehicle leasing and equipment leasing;

Liquidity risk, which is the risk that the credit union may be unable to meet its financial obligations in a timely manner and at reasonable prices;

Operational risk, which is the risk of loss resulting from the failure or inadequacy of internal systems and processes, or from external impacts;

Strategic risk, which is the risk that our strategies or execution thereof falls short of our goals, is incomplete or inadequately responds to changing economic, competitive or other business conditions.

Other risks that may affect future results include changes in government policy, ongoing compliance with regulations or other matters affecting the credit union system, fluctuations in consumer and commercial borrowing patterns, as well as personal savings and spending patterns, and changes in technology and its use by consumers and businesses. The credit union monitors the sensitivity of its earnings to these external risk exposures, providing the information required to ensure that possible unfavourable outcomes from risk events do not exceed the credit union’s capacity. CREDIT RISK Westminster Savings uses a disciplined approach to granting credit and to the ongoing monitoring of all credit exposures. We assess the full extent of credit risk exposure, including sources of risk such as undrawn commitments and other financial instruments. We also regularly monitor the collateral and other security held against these exposures. Lending and leasing activity is governed by the credit union’s lending policy, which is reviewed regularly and approved by the Board of Directors. This policy establishes lending authorities and imposes limits designed to avoid concentrations of risk. Our portfolios are continually monitored. Any arrears in loan or lease payments are promptly identified on an ongoing basis as an early warning sign of a potential collection problem. In the event of a credit deterioration of any loan or lease, we follow strict credit management disciplines to ensure that we maximize our recovery, and that our accounts accurately reflect the recoverable amount of the account in question. Loans and leases receivable are recorded net of impairment. Westminster Savings regularly determines impairment on loans and leases receivable based on the monitoring of specific significant accounts, and on portfolios collectively using statistical models of how our portfolios have historically reacted to underlying economic events that have led to losses. In 2013, the credit union refined the approach for determining the collective allowance by updating qualitative judgmental factors and incorporating macro-economic and industry-specific trends, changes to product offerings and portfolio concentrations. We believe that the allowances we have made for impairment are adequate for our lending portfolios. F INANCIAL M ARKET RISK Westminster Savings has adopted a prudent and disciplined approach to the management of financial market risk. Investing activity is governed by the credit union’s investment policy, which is reviewed regularly and approved by the Board of Directors. This policy establishes investment authorities, stipulates asset quality requirements, imposes diversification requirements and sets limits for other aspects of financial market risk, including interest rate risk and foreign currency risk. It also speaks to limits for capital (non-investment) assets.

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Financial Market Risk…continued. Interest rate risk represents the potential adverse impact that changes to market interest rates may have on the earnings and value of the credit union. Interest rate risk generally arises from differences between the term to maturity of investments, loans and leases receivable, and those of the associated funding. Westminster Savings continually measures these potential impacts, develops strategies to mitigate them to within policy limits and may also enter into market transactions specifically designed to mitigate interest rate risk. The credit union routinely invests in equity instruments held within a professionally managed portfolio that also includes fixed income investments. This managed portfolio is limited to two percent of our total assets. Our portfolio is managed in accordance with an investment policy statement that has been approved by our Board of Directors. This policy statement stipulates the asset quality as well as the market, industry and geographic diversification to be adopted in managing the equity portfolio. Westminster Savings offers financial products denominated in U.S. dollars and may hold investments denominated in other foreign currencies. Foreign exchange risk represents the risk of a decline in value, in Canadian dollar terms, of foreign currency denominated assets or an increase in value, in Canadian dollar terms, of foreign currency liabilities held by the credit union. Westminster Savings seeks to insulate against such risks by holding very limited net amounts of foreign currency-denominated assets and liabilities. COMPETITIVE MARKET RISK A significant proportion of management effort is directed at managing the risks of participating in the competitive market for retail financial services, wealth management services, commercial lending, and vehicle and equipment leasing. Westminster Savings’ business strategies are designed to ensure that the credit union meets or exceeds the competition in the markets we serve. Further, we seek to provide for the unique financial services needs of each customer, and to exceed their expectations with regards to the quality of our products and services. We carefully monitor competitive factors as part of our ongoing management reporting, and proactively address changes in the financial services marketplace to ensure that Westminster Savings and its subsidiaries remain competitive. LIQUIDITY RISK Liquidity risk refers to the risk of being unable to meet obligations in a timely manner and at reasonable prices. It is managed as an integral part of our ongoing balance sheet management, assuring that reserves of liquidity are readily available to meet business requirements and market conditions. OPERATIONAL RISK Operational risk refers to the risk of loss resulting from the failure or inadequacy of internal systems and processes, or from external events that may negatively impact the credit union. These risks are carefully managed under Westminster Savings’ ERM program. RISK MANAGEMENT CORPORATE GOVERNANCE Westminster Savings strives to earn and retain the trust of our customers and other stakeholders through our commitment to sound corporate governance. The credit union’s corporate governance practices are reviewed annually and continually enhanced to meet high standards and industry best practice.

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Corporate Governance…continued. Board and management committees review lending, investment, risk management, capital, funding, liquidity and other key policies annually. These policies cover limits, exposure, strategies, monitoring and reporting. Changes to policy are filed with the B.C. Superintendent of Financial Institutions Commission (FICOM) as required. Directors monitor financial risk, principally through three committees composed solely of independent directors:

The Audit and Risk Committee oversees the financial reporting process and the internal audit and ERM processes, reviews financial statements and internal control procedures, and liaises with external auditors and regulators;

The Investment and Loan Committee monitors and reviews lending and investments, approves credit within the established limits, and recommends policy changes to the Board of Directors; and

The Governance and Conduct Review Committee establishes and maintains effective governance guidelines, and reviews and approves transactions involving related parties.

The Board of Directors produces an annual governance report for members to provide information about the governance activities and practices of the credit union. ENTERPRISE RISK MANAGEMENT Enterprise risk management at Westminster Savings is designed to ensure sound and prudent operations, stable earnings and the ongoing viability of the credit union. This also helps to influence the development and implementation of appropriate business strategies. Our risk management processes involve the Board of Directors and all levels of management, along with an independent audit function. The ERM process is designed to identify risks that may affect the credit union, to analyze and understand the potential impacts these risks may have on the credit union and to manage these risks within our agreed risk appetite. Through this process, we establish reasonable assurance of achieving our objectives despite uncertainties in the environment in which we operate. The assistant vice-president, Audit and Risk, is responsible for the ongoing administration of the credit union’s formal risk management program. Westminster Savings’ ERM Committee is composed of executive management and reports regularly to the Board of Directors on the process and on the assessment of monitored risks. In addition to reviewing these reports, the Board of Directors performs a formal annual review of the ERM program and its results. Two management committees have direct responsibility for specific areas of risk management:

The Credit Committee authorizes loans within the limits established by the Board of Directors; and The Asset Liability Committee is charged with optimizing net interest income within acceptable levels of

risk, primarily interest rate risk. It oversees the strategies for managing assets, liabilities and capital, monitors asset allocation and assesses the overall balance sheet risk profile of the credit union.

Both management committees are subject to oversight by the Board of Directors. CONTROL ENVIRONMENT Westminster Savings has adopted numerous procedures throughout the organization to protect the assets of the credit union, and to ensure that financial, management and other reporting is accurate and complete. Maintaining an adequate control environment is an important responsibility of all managers. To support management in this regard, we have internal and external audit processes that are independent of management.

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Control Environment…continued. Our Business Ethics Policy provides directors, officers and employees of Westminster Savings and its subsidiaries with a framework for maintaining high standards of ethical conduct with customers and other stakeholders, and with the communities we serve. Part of this responsibility involves protecting the privacy of our customers’ and stakeholders’ personal information. Under our Personal Information Protection Policy, the credit union actively monitors and fully complies with all personal information and privacy legislation. AUDIT The credit union maintains an independent internal audit department, accountable under a formal charter to the Audit and Risk Committee of the Board of Directors. This charter mandates a corporate-wide audit responsibility that includes the credit union’s subsidiaries and provides for flexible access to external specialists if required. To ensure that independence and objectivity is maintained, the internal audit department acts in an advisory role only, with no direct management authority. Internal audit has unrestricted discretion in discharging its responsibilities. Westminster Savings engages a recognized national audit firm to carry out the annual audit of the credit union’s financial statements. These external audit arrangements are regularly reviewed by the Audit and Risk Committee. CAPITAL AND BALANCE SHEET MANAGEMENT CAPITAL MANAGEMENT As an important part of our overall risk strategy, we manage our capital position to ensure that sufficient and appropriate capital is available to protect against unexpected events and support ongoing growth. A strong capital position offers protection in the face of risk and preserves the security of customer deposits. Increased capital allows the credit union to pursue new initiatives and expand our services to customers. We also determine the amount of capital required to support our operating divisions and ensure that it is used in the most efficient and effective manner. As a B.C. credit union, Westminster Savings must meet the capital requirements outlined in the Financial Institutions Act (FIA) of British Columbia and the related capital requirements regulation. This regulation specifies the minimum capital that a credit union must maintain and how this capital is defined and measured. The calculation of the statutory capital requirement is based on FICOM’s assessment of the relative risk of the assets held by a credit union, thus establishing that more capital is to be held against riskier assets. In March 2013, FICOM issued a new guideline summarizing the regulatory capital standards considered in the assessment of credit union capital adequacy. FICOM uses three capital indicators: 1) The FIA regulations require a credit union to have a capital ratio of at least eight percent to operate without any statutory restrictions. A credit union operating below this limit will be subject to immediate statutory restrictions and may be considered non-viable by FICOM; 2) FICOM’s supervisory target of 10 percent sits above the regulatory threshold and provides FICOM with sufficient time to address any threats to the solvency of the credit union before it falls below the regulatory requirement; and 3) Credit unions are expected to establish their own internal capital target ratio, which should be set above the supervisory target. This internal target is used as a base for corrective internal action before capital erodes below the supervisory target. Westminster Savings’ capital policy requires an annual internal capital adequacy target to be established and maintained. For 2013, our internal capital adequacy target was 11.0%. We forecast the amount and composition of

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Capital Management…continued. our balance sheet and expected levels of risk-adjusted assets, and manage accordingly to remain well-capitalized. The main source of Westminster Savings’ capital is the retention of earnings. The credit union’s capital base also includes member shares and Westminster Savings’ proportionate share of system capital. System capital refers to the retained earnings of the centralized credit union organizations (Credit Union Deposit Insurance Corporation, Central 1 Credit Union and Stabilization Central Credit Union), which are owned by B.C. credit unions. As at December 31, 2013, Westminster Savings’ total capital base was $178.1 million, compared with $156.5 million in 2012. Westminster Savings’ capital adequacy ratio, including system capital, was 16.5% at December 31, 2013, compared with 14.8% in 2012. This well exceeded both regulatory and Westminster Savings’ policy requirements. The credit union’s retained earnings and total capital have grown consistently over the years. This growth serves to increase the capital ratio. A second key factor affecting the capital ratio is the composition of our asset portfolios and associated underlying risks. Much of our asset growth in 2013 came from residential mortgages, having only a modest impact on our risk-weighted assets. The net growth of assets requiring higher risk weighting was more modest. An increased capital base, in combination with only a small increase in risk-weighted assets, served to drive our capital ratio higher in 2013.

Capital

LIQUIDITY The credit union carefully manages its liquidity to ensure that customers’ requirements are met at all times. By ensuring that sufficient, readily-accessible or liquid assets are available, Westminster Savings is able to meet customer demand for withdrawals and deposit redemptions, fund loans, leases and business operations, and to protect the credit union against the costs of providing for sudden, unforeseen cash needs.

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Liquidity…continued. As a B.C. credit union, Westminster Savings must meet the liquidity requirements outlined in the FIA and the related liquidity requirement regulation. This regulation specifies the minimum liquid assets that a credit union must maintain, and how liquidity is determined. The legislation requires that liquid assets representing at least eight percent of deposit and debt obligations be held by a credit union. This liquidity ratio is intended to ensure that liquidity is adequate in relation to the business being conducted. Westminster Savings’ liquidity ratio was 12.4% at December 31, 2013, compared with 13.6% at December 31, 2012. This well exceeded both regulatory and Westminster Savings’ policy requirements. LOANS AND LEASE SECURITIZATION Westminster Savings routinely enters into transactions whereby the credit union or a subsidiary securitizes (sells) consumer mortgage loans or leases receivable to third-party investors. The credit union has established a variety of such securitization facilities. These facilities are used by the credit union to access cost-effective funding for additional growth and to manage liquidity risk, credit risk and interest rate risk. Securitization transactions have no impact on customers who have a consumer mortgage or lease with the credit union. In 2013, Westminster Savings securitized consumer mortgage loans and leases receivable of $68.9 million ($52 million in 2012) and $40.9 million ($35.6 million in 2012), respectively. BORROWING FACILITIES In addition to its borrowing facility with Central 1 Credit Union, Westminster Savings maintains credit facilities with other major financial institutions. The credit union can draw on these facilities as required to finance operations. Our credit lines provide borrowing capacity of approximately 11.2% of credit union assets (12.6% in 2012). Draws from our credit facilities were $8.8 million at December 31, 2013, down from $57.8 million at December 31, 2012.

2014 OUTLOOK

ECONOMIC OUTLOOK The global economic outlook is growing more optimistic as we enter 2014, reflecting the expectation that major economies, led by the United States, will shift into higher levels of growth over the coming years as fiscal drag and lingering effects of the 2008 financial crisis recede, and sustained organic growth develops and expands. This level of optimism, however, continues to be tempered by various uncertainties. The stimulative policies adopted by the U.S. Federal Reserve and many other major central banks are beginning to reverse. The years of slow growth and easy money have exposed weaknesses in smaller, emerging economies. A consensus view is that U.S. economic activity is gradually returning to normal, and that we can expect both growth and inflation to increase, and interest rates to rise to more normalized levels. This environment has made the U.S. dollar stronger, and we expect the Canadian dollar to continue its fall to below $0.90 U.S. Canada has seen consistent economic performance in recent years and should benefit from the renewed vigour in the U.S. Exports are expected to elevate in response not only to increased global activity and demand, but also to the weak Canadian dollar. This in turn should motivate increased business investment as uncertainties diminish,

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Economic Outlook…continued. confidence improves and the output gap shrinks. Looking further ahead, an upward movement of inflation and interest rates is anticipated. The Canadian employment outlook is favourable, resulting from good job data and an expectation that companies will continue to hire as the economic expansion unfolds. Alberta will lead Canadian provinces in growth in 2014, but Ontario and B.C. will be close behind as the manufacturing and resource sectors respond. Real estate prices remain high in Canada, but are moderating and should remain stable in a strengthening economy. While U.S. household debt has diminished in the past five years, the balance sheets of Canadian households are laden with growing debt. We can expect continuing regulatory caution over consumer borrowing, reflecting concern about the impact that inevitable interest rate increases will have on consumer finances. The B.C. economy will likely continue with moderate strength, a low interest rate environment and a slow but stable housing market. Westminster Savings looks forward to solid if not overwhelming economic performance in 2014, recognizing that there are many external uncertainties that impact the financial services sector. INTEREST RATES We expect interest rates to remain low throughout 2014, with gradual increases appearing in the later months. Barring any external crisis, bond yields should continue to rise modestly during 2014. With the Bank of Canada expected to keep short-term rates low into 2015, the yield curve will steepen. These increases to the cost of funds may in turn cause mortgage rates to start to rise mid-year. LINES OF BUSINESS In 2014, our expectations are that Westminster Savings, along with most B.C. credit unions, will operate in a modestly improving economic environment and in a highly competitive marketplace with increased regulatory burden. As a result, financial margin is expected to remain under pressure in the near term. RET AIL FINANCIAL SERVICES Both our lending and deposit operations are targeting a moderate growth rate, reflective of this environment. Building on the foundation of a strong brand presence and a strong competitive position in our key markets, we will seek to grow our business by providing our members with attractive, competitively-priced products, combined with a superior service experience. The credit union’s wealth management business will moderate along with underlying markets. We also expect some continuing downward pressure on fees. Our 2014 retail business targets reflect several key initiatives which are expected to enhance our customers’ experience and grow the business. We will strive to deepen our customer relationships by tailoring our customer experience more closely with each member’s needs. Westminster Savings will support our growth targets with new product launches, product feature enhancements, seasonal promotional campaigns and an expansion of our service offerings. Wealth management services represent a very important part of our offerings to retail customers and we are excited about the new cost-effective options we will be offering to members this year. In addition to our customer engagement initiatives, we will build on the strengths of our employees by offering various training and employee engagement programs.

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COMMERCIAL SERVICES Commercial lending growth is expected to show increased strength in 2014. We expect our results will be favourably influenced by new product launches and service enhancements. We will also be adding resources to address the needs of our small business customers as well as to attract new members to our commercial and retail service offerings. LEASING Improving consumer confidence should support firm levels of vehicle sales, providing a sound environment for our leasing businesses. 2014 represents the second year of a new strategic plan for our leasing business and as a result, we expect our leasing operations to deliver comparatively strong growth. To support our growth targets we will execute several product and service enhancements, along with targeted business development, sales initiatives and enhancements to our service delivery model. Your credit union is planning systems enhancements that will further increase our service responsiveness.




2013 annual Report


consoliDateD Financial stateMentsoF WestMinsteR saVings cReDit union

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MANAGEMENT’S RESPONSIBILITY

The consolidated financial statements of Westminster Savings Credit Union have been prepared by management in accordance with the requirements of the Financial Institutions Act and International Financial Reporting Standards (IFRS). The statements include amounts based on informed judgments and estimates of the expected effects of current events and transactions.

To meet its responsibility for preparing reliable financial information, management maintains and relies on comprehensive internal accounting, operating and system controls. These controls are designed to provide reasonable assurance that the financial records are reliable for preparing financial statements and safeguarding the assets of the organization.

The consolidated financial statements are approved by the Board of Directors. The Audit Committee, comprised of four directors of the Board, has reviewed the statements with management and the external auditors in detail.

KPMG LLP has been appointed by the membership as independent auditors to examine and report on the consolidated financial statements. They have had full and free access to the internal audit staff, other management staff and the Audit Committee of the Board.

Gavin Toy, President and CEO Mary Falconer, Senior VP and CFO

February 26, 2014

Management’s Responsibility

KPMG LLP Chartered Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada

Telephone (604) 691-3000 Fax (604) 691-3031 Internet www.kpmg.ca

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.

INDEPENDENT AUDITORS’ REPORT

To the Members of Westminster Savings Credit Union

We have audited the accompanying consolidated financial statements of Westminster Savings Credit Union, which comprise the consolidated balance sheet as at December 31, 2013, the consolidated statements of income and comprehensive income, changes in members’ equity and cash flows for the year then ended, and notes comprising a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and 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 our 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, we consider 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 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.

Independent Auditors’ Report

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Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Westminster Savings Credit Union as at December 31, 2013 and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards.

Chartered Accountants February 26, 2014

Vancouver, Canada

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WESTMINSTER SAVINGS CREDIT UNION Consolidated Balance Sheet (Expressed in thousands of dollars) December 31, 2013, with comparative information for 2012 2013 2012 Assets Cash and cash equivalents (note 4) $ 64,632 $ 43,938 Investments (note 5) 227,090 224,377 Loans (note 6) 1,814,413 1,758,530 Leases receivable (note 6) 263,651 252,704 Premises and equipment (note 7) 9,911 11,384 Intangible assets (note 8) 2,602 2,803 Current taxes receivable 775 2,692 Deferred tax asset (note 19) 4,269 2,463 Retirement benefit assets (note 16) 2,820 - Other assets (note 9) 4,559 2,789 $ 2,394,722 $ 2,301,680 Liabilities and Members’ equity Borrowings (note 10) $ 8,764 $ 57,764 Members’ deposits (note 11) 1,996,417 1,912,607 Accounts payable and accrued liabilities 11,812 9,123 Securitization debt obligations (note 6(g) and 6(h)) 204,679 164,127 Current taxes payable 409 521 Deferred tax liability (note 19) 8,759 4,315 Retirement benefit obligations (note 16) - 9,005 2,230,840 2,157,462 Members’ equity

Retained earnings 158,380 140,868 Available-for-sale fair value reserve 5,502 3,350 163,882 144,218

$ 2,394,722 $ 2,301,680 See accompanying notes to consolidated financial statements. Approved on behalf of the Board: Director Director Bill Brown, Chair Darlene Hyde, Vice-Chair

Consolidated Balance Sheet

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WESTMINSTER SAVINGS CREDIT UNION Consolidated Statement of Income and Comprehensive Income (Expressed in thousands of dollars) Year ended December 31, 2013, with comparative information for 2012 2013 2012 Financial income:

Interest income from loans, leases and investments $ 97,951 $ 98,790 Interest expense on deposits, borrowings and debts (35,578) (34,833)

Net interest income (note 12) 62,373 63,957 Impairment losses on loans and leases receivable (note 6(a)) (3,660) (1,103) Net interest income after impairment charges 58,713 62,854 Fee and commission income 12,182 13,095 Fee and commission expenses (3,147) (2,720) Net fee and commission income (note 13) 9,035 10,375 Net gains on financial instruments (note 14) 2,550 500 Impairment losses on other assets (note 9) (1,193) (1,033) Net interest and other income 69,105 72,696 Operating expense:

Salary and employee benefits 32,628 31,133 Occupancy and equipment 8,129 8,272 General and administrative expenses (note 15) 15,025 16,321 55,782 55,726

Income before the following: 13,323 16,970 Contribution to Westminster Savings Foundation (500) (600) Community investment (173) (208) Income before income taxes 12,650 16,162 Provision for income taxes:

Current (note 18) 3,205 1,852 Deferred (note 18) 916 69 4,121 1,921

Net income for the year 8,529 14,241 Other comprehensive income (loss):

Items that will be reclassified to net income: Net unrealized gains on available-for-sale financial assets,

net of tax of ($700) (2012 - ($352) 2,152 2,039

Items that will never be reclassified to net income: Net actuarial gains (losses) on defined benefit pension plans,

net of tax of ($1,689) (2012 - $522) 8,983 (5,087) Other comprehensive income (loss) 11,135 (3,048)

Total comprehensive income for the year $ 19,664 $ 11,193

See accompanying notes to consolidated financial statements.

Consolidated Statement of Income and Comprehensive Income

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WESTMINSTER SAVINGS CREDIT UNION Consolidated Statement of Changes in Members’ Equity (Expressed in thousands of dollars) Year ended December 31, 2013, with comparative information for 2012 Available-for-sale Retained Total fair value reserve earnings equity Total members’ equity,

beginning of 2013 $ 3,350 $ 140,868 $ 144,218 Net income for the year - 8,529 8,529 Fair value gains on available-for-sale

financial assets - net of tax of ($700) 2,152 - 2,152 Actuarial gains on defined benefit

pension plans - net of tax of ($1,689) - 8,983 8,983 Other comprehensive income 5,502 8,983 11,135 Total comprehensive income - - 19,664 Total members’ equity, end of 2013 $ 5,502 $ 158,380 $ 163,882 Available-for-sale Retained Total fair value reserve earnings equity Total members’ equity,

beginning of 2012 $ 1,311 $ 131,714 $ 133,025 Net income for the year - 14,241 14,241 Fair value gains on available-for-sale

financial assets - net of tax of ($352) 2,039 - 2,039 Actuarial losses on defined benefit

pension plans - net of tax of $522 - (5,087) (5,087) Other comprehensive income (loss) 2,039 (5,087) (3,048) Total comprehensive income - - 11,193 Total members’ equity, end of 2012 $ 3,350 $ 140,868 $ 144,218 See accompanying notes to consolidated financial statements.

Consolidated Statement of Changes in Members’ Equity

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WESTMINSTER SAVINGS CREDIT UNION Consolidated Statement of Cash Flows (Expressed in thousands of dollars) Year ended December 31, 2013, with comparative information for 2012

2013 2012

Cash provided by (used in):

Cash flows from operating activities:Net income for the year $ 8,529 $ 14,241 Items not affecting cash:

Depreciation of premises and equipment 1,744 1,817 Amortization of intangible assets 784 989 Impairment of investments 374 738 Impairment of loans 2,666 618 Impairment of leases receivable 994 485 Impairment of other assets 1,193 1,033 Interest income (97,951) (98,790) Interest expense 35,578 34,833 Net gains on investments (2,924) (1,238) Loss on disposable of premises and equipment 1 13 Provision for income taxes - current 3,205 1,852 Provision for income taxes - deferred 916 69 Defined benefit pension expense 3,074 2,931

(41,817) (40,409) Changes in non-cash operating accounts:

Loans to members (58,382) (106,483) Leases receivable (11,940) (14,797) Other assets (2,341) (845) Members’ deposits 83,550 209,183 Accounts payable and accrued liabilities 2,689 549 Interest paid (35,317) (33,579) Interest received 97,784 98,474 Income tax paid (1,400) (2,024) Defined benefit pension plan contributions (4,226) (4,811) Change in other non-cash operating account 4,111 -

Net cash generated from operating activities 32,711 105,258

Cash flows from financing activities:Short-term borrowings (18,554) (12,985) Increase in borrowings 93,303 104,836 Repayment of borrowings (123,749) (171,895) Securitization debt increases 107,544 86,592 Securitization debt retirement (66,993) (73,311) Net cash used in financing activities (8,449) (66,763)

Cash flows from investing activities:Investments in other financial institutions (net) (1,525) (14,368) Equity and other investments (19,853) (8,652) Sale of equity and other investments 18,664 6,167 Net investments in premises and equipment (271) (960) Net investment in intangible assets (583) (734) Net cash flows used in investing activities (3,568) (18,547)

Increase in cash and cash equivalents 20,694 19,948

Cash and cash equivalent, beginning of year 43,938 23,990

Cash and cash equivalents, end of year (note 4) $ 64,632 $ 43,938

See accompanying notes to consolidated financial statements.

Consolidated Statement of Cash Flows

WESTMINSTER SAVINGS CREDIT UNION Notes to Consolidated Financial Statements (Tabular amounts expressed in thousands of dollars) Year ended December 31, 2013

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1. General information:

Westminster Savings Credit Union (Westminster Savings or the credit union) is a full-service financial institution providing retail and commercial financial services to the Greater Vancouver area. Through its subsidiaries, WS Leasing Ltd. and Mercado Capital Corporation, vehicle and equipment leasing is provided throughout Western Canada and Ontario. Westminster Savings has 12 full-service retail branches in the Greater Vancouver area.

Westminster Savings, with a head office at 108-960 Quayside Drive, New Westminster, B.C., is incorporated under the Credit Union Incorporation Act of British Columbia, and its subsidiaries are subsisting under the Company Act of British Columbia. The credit union is regulated under the Financial Institutions Act of British Columbia and the Credit Union Incorporation Act of British Columbia, and is authorized to serve members within British Columbia. WS Leasing Ltd. and Mercado Capital Corporation, wholly owned subsidiaries of Westminster Savings, are permitted under the Credit Union Extra-provincial Business of Subsidiaries Regulations to the Credit Union Incorporation Act of British Columbia to conduct financial leasing business extra-provincially. WS Leasing Ltd. and Mercado Capital Corporation operate in western Canada and Ontario.

These consolidated financial statements for the year ended December 31, 2013 were approved by the Westminster Savings Board of Directors on February 26, 2014.

2. Summary of significant accounting policies:

The significant accounting policies applied in the preparation of these consolidated financial statements are set out below.

(a) Statement of compliance:

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

(b) Basis of measurement:

The consolidated financial statements have been prepared under the historical cost basis, except for available-for-sale financial assets and financial assets and financial liabilities held at fair value through profit or loss which are measured at fair value, and the retirement benefit obligation, which is measured at present value.

Westminster Savings classifies its expenses by nature either in the consolidated statement of income or note 15.

(c) Use of judgment and estimates:

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ materially from those estimates.

Notes to Consolidated Financial Statements

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2. Summary of significant accounting policies (continued):

(c) Use of judgment and estimate (continued):

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

Significant areas requiring the use of judgment and estimates relate to the determination of asset impairment including underlying loan security values, determination of the fair values of investments, asset derecognition and retirement benefit obligations. Information on significant areas of uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are described in these notes to the consolidated financial statements which pertain to these areas of significant judgment and estimates.

(d) Consolidation of subsidiaries:

The consolidated financial statements include the assets, liabilities and the results of operations and cash flows of Westminster Savings and its wholly owned subsidiaries, Westminster Savings Financial Planning Ltd., WS Leasing Ltd. and Mercado Capital Corporation. The financial statements of the consolidated subsidiaries used to prepare the consolidated financial statements were prepared as of the parent company’s reporting date.

Intercompany balances, and income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements. Intercompany losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. The integration of the subsidiaries into the consolidated financial statements is based on consistent accounting and valuation methods for similar transactions and other occurrences under similar circumstances.

(e) Foreign currency translation:

Items included in the consolidated financial statements are measured in Canadian dollars (the functional currency), and are presented in thousands of Canadian dollars (the presentation currency).

Transactions that are denominated, or that require settlement, in a foreign currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.

Monetary items denominated in foreign currency are translated using the closing rate as at the reporting date.

Non-monetary items measured at historical cost denominated in a foreign currency are translated using the exchange rate as at the date of initial recognition. Non-monetary items denominated in a foreign currency that are measured at fair value are translated using the exchange rates at the date when the fair value was determined.


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(e) Foreign currency translation (continued):

Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities are recognized immediately in the consolidated statement of income. Such gains and losses are presented net, and are included in fee and commission income.

When a valuation gain or loss is recognized in net income, any related foreign exchange gain or loss is recognized in net income. When a valuation gain or loss is recognized in other comprehensive income, any related foreign exchange gain and loss component is recognized in net income. For non-monetary available-for-sale financial assets foreign exchange gain and loss related to valuation gain or loss is presented in other comprehensive income, and is included in the available-for-sale fair value reserve in members’ equity.

(f) Financial assets and liabilities:

As a financial institution, a substantial portion of the assets and liabilities of the credit union are financial instruments. The credit union’s financial assets and liabilities are recorded on the consolidated balance sheet on the transaction trade date in accordance with their assigned category.

(g) Cash and cash equivalents:

Cash and cash equivalents comprise cash and demand deposits with banks, together with highly liquid investments with an initial term to maturity of less than 91 days, that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. Cash and cash equivalents are classified as available-for-sale (AFS).

(h) Investments:

Investments consist of liquidity special deposits, fixed income investments, equity investments, shares of Central 1 Credit Union, and other investments. Interest and dividends are recorded on the consolidated statement of income as interest income from investments. Realized gains and losses on investments are recorded on the consolidated statement of income as net gains (losses) on financial instruments.

(i) Available-for-sale investments:

Available-for-sale (AFS) assets are carried at fair value on the consolidated balance sheet. Changes in the fair values of AFS assets are recorded in other comprehensive income and as an available-for-sale fair value reserve in members’ equity (net of applicable taxes), until the financial asset is disposed of or where there is objective evidence of impairment. Such impairment is recognized in the consolidated statement of income. Subsequent recovery in the value of impaired non-equity investments is recorded as a reversal of impairment charges, to the extent of the recorded impairment.

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(h) Investments (continued):

(ii) Held to maturity investments:

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments that an entity intends and is able to hold to maturity. Held-to-maturity investments are measured at amortized cost.

(i) Loans and leases receivable:

(i) Recognition and measurement - loans:

Loans to members are stated at unpaid principal and accrued interest, net of deferred transaction costs and fees on an amortized cost basis using the effective interest method. Loans are recorded net of a specific and collective provision for credit losses.

(ii) Recognition and measurement - leases receivable:

Vehicle and equipment leases receivable are classified as finance leases, as the lease term is for the major part of the economic life or the asset, the present value of the minimum lease payments exceeds the fair value of the leased asset, or transfer of ownership is reasonably certain.

Vehicle and equipment leases receivable are recorded at the net present value of future minimum lease rentals, including the estimated residual value of the vehicles and equipment, net of allowances for credit losses.

Vehicles and equipment securing leases receivable which have been repossessed and are held for sale, are reclassified to repossessed property and are measured at the lower of the carrying amount and fair value less cost to sell.

(iii) Income recognition:

Interest income on loans and leases receivable is accounted for on an accrual basis using the effective interest method. Loan application and lease fees and mortgage broker fees are capitalized on initial recognition and amortized over the expected life of the instrument using the effective interest method. Interest on impaired loans and leases receivable is recorded at the effective rate of the written down value of the loan or lease receivable.


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(j) Financial liabilities:

Financial liabilities include borrowings, members’ deposits, member shares, securitization debt obligations, and derivatives.

(i) Borrowings and member deposits are measured at amortized cost. Interest expense is accounted for on an accrual basis using the effective interest method. Deposit broker commissions are recognized immediately in net income.

(ii) Membership in the credit union requires the acquisition of a member share. Member shares, which have a par value of $5, entitle the holder to membership in the credit union and access to the products and services offered and to other member entitlements. Member shares do not earn interest or share in the earnings of the credit union, and are redeemed at par upon termination of membership. Member shares are therefore classified as financial liabilities, and are included in members’ deposits.

(iii) Securitization debt obligations from consumer mortgage asset securitization transactions are recorded at amortized cost net of any premium or discounts, and amortized over the term of the loan using the effective interest method. Securitization debt obligations from leases receivable asset securitization transactions are recorded at the discounted amount of the remaining scheduled lease payments. Securitization transactions are explained further in note 2(m).

(iv) In the ordinary course of business, the credit union periodically enters into interest rate swaps. Interest rate swap agreements are financial contracts whose value is derived from changes in interest rates. The credit union enters into these contracts to manage interest rate risk as part of the credit union’s asset and liability management program.

Interest rate swaps are initially recognized at fair value on the date on which the contract is entered into, and are subsequently remeasured at their fair value, with changes in fair value reported on the consolidated statement of income as net gain (loss) on financial instruments. Fair values are determined using specialized software and market quoted rates. All interest rate swaps are carried as assets within investments classified as fair value through profit and loss when the fair value is positive and as liabilities within derivatives when fair value is negative.

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(k) Determination of fair value:

The determination of fair values of financial assets and financial liabilities is based on quoted market prices or dealer price quotations wherever possible. This includes listed equity securities and quoted debt instruments. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

For all other financial instruments, fair value is determined using valuation techniques. Fair values are estimated using models to estimate the present value of expected future cash flows, or by using other valuation techniques.

In some cases, some of the inputs to these models may not be market observable and are therefore estimated based on assumptions. The impact on net income from financial instrument valuations reflecting non-market observable inputs (level 3 valuations) is disclosed in note 3(l).

The output of a model is always an estimate or approximation of a value that cannot be determined with certainty, and valuation techniques employed may not fully reflect all factors relevant to Westminster Savings’ financial instruments.

In cases when the fair value of unlisted equity instruments cannot be determined reliably, the instruments are carried at cost less impairment.

(l) Impairment of financial assets:

(i) Loans and leases receivable:

At each reporting date, Westminster Savings assesses whether there is objective evidence that a loan or lease receivable is impaired. The asset (or group of assets) is considered impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event (or events) has an impact on the estimated future cash flows that can be reliably estimated.

The criteria that Westminster Savings uses to determine that there is objective evidence of an impairment loss include:

Notice or other indications of bankruptcy of the borrower.

Default, payment delinquency and other deterioration in the relationship with the borrower.

Decline in the fair market value of the security for the loan or lease receivable.


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(l) Impairment of financial assets (continued):

(i) Loans and leases receivable (continued):

Westminster Savings first assesses whether objective evidence of impairment exists individually for assets that are individually significant.

For a loan or lease receivable with a fixed interest rate, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the asset’s original effective interest rate.

If the loan or lease receivable has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, Westminster Savings may measure impairment on the basis of an instrument’s fair value using third party published rates or other sources.

The calculation of the present value of the estimated future cash flows of a loan or lease receivable reflects the cash flows that may result from repossession or foreclosure, less costs for obtaining and selling the collateral, whether or not repossession or foreclosure is probable.

If Westminster Savings determines that no objective evidence of impairment exists for an individually assessed loan or lease receivable, it includes the asset in a group of assets with similar credit risk characteristics and collectively assesses the group for impairment. Loans or leases receivable that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in a collective assessment of impairment.

For the purposes of a collective evaluation of impairment, loans and leases receivable are analyzed in five asset groups - consumer mortgages, commercial mortgages and loans, personal loans, vehicle leases receivable and equipment leases receivable. These groups are determined on the basis of similar credit risk characteristics.

The methodology and assumptions used by Westminster Savings for estimating future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience.

For impaired loans and leases receivable, the carrying amount of the assets is reduced through the use of an allowance account and the amount of the estimated loss is recognized in the consolidated statement of income. When such an asset is uncollectible, it is written off against the related allowance.

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(l) Impairment of financial assets (continued):

(i) Loans and leases receivable (continued):

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognized in the consolidated statement of income.

Impairment losses and subsequent reversals are classified in impairment losses on loans and leases receivable in the consolidated statement of income.

For collateralized financial assets deemed uncollectable and where collateral has been seized, the seized asset is classified in accordance with its nature, and any subsequent impairment to that asset is charged to the consolidated statement of income under impairment losses on other assets.

(ii) Equity investments:

Equity investments are considered impaired if the market value, established using quoted market prices, has declined by a specified percentage, or has declined for a period greater than 12 months, when compared to acquisition cost adjusted for any previous impairment.

Impairment losses are recognized immediately in net income. For equity investments, impairment is not reversed. Impairment losses on equity investments are classified in the consolidated statement of income under net gains (losses) on financial instruments.

(iii) Non-equity investments:

Fixed income investments are considered impaired based on objective evidence which considers factors including default, decline in quoted market value by a specified percentage, and change in investment ratings from reputable investment rating firms.

Impairment losses are recognized immediately in net income. Impairment losses are reversed if the decrease in the impairment can be related objectively to an event that occurred after the original impairment was recognized. Impairment losses on non-equity investments are classified in the consolidated statement of income under net gains (losses) on financial instruments.


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(m) Securitization and derecognition of financial assets:

In the normal course of its operations, the credit union securitizes financial assets, specifically consumer mortgages and leases receivable. Asset securitization programs provide for an immediate cash payment to the credit union from an investor, in exchange for the future payment stream from the securitized assets.

After a securitization transaction, the credit union assesses the extent to which it has retained the risks and rewards of ownership of the transferred assets. If substantially all the risks and rewards have been retained, the assets remain on the consolidated balance sheet. If substantially all the risks and rewards have been transferred, the assets are derecognized. If substantially all the risks and rewards have been neither retained nor transferred, the credit union assesses whether or not it has retained control of the assets. If it has not retained control, the assets are derecognized.

When the assets remain on the consolidated balance sheet, the credit union recognizes the consideration received as a financial liability, classified as a securitization debt obligation on the consolidated balance sheet. This liability is retired over time as payments are made to the investor. The difference between the yield on the underlying securitized assets and the interest cost paid to the investor is recorded as income as it is earned.

When the assets are derecognized, they are removed from the consolidated balance sheet, the securitization is accounted for as a sale and the credit union records a gain or loss based on the present value of the net benefit derived from the transaction.

As part of its participation in the Canada Mortgage Bond (CMB) Program, the credit union deposits mortgage principal and interest collections on securitized mortgages into a principal and interest re-investment account, the use of which is restricted to the purpose of making semi-annual interest payments on the credit union’s obligations in relation to Canada Mortgage Bonds and the repayment of the principal amounts of the bonds at maturity.

(n) Syndication of financial assets:

In the normal course of its operations, the credit union manages asset syndications, where other financial institutions participate as co-lenders with each taking a proportionate interest in the risks and benefits of the underlying asset. The credit union recognizes its proportionate share of the underlying asset and of the related income, classified consistently with other non-syndicated assets.

(o) Interest income and interest expense:

Interest income and expense for all interest-bearing financial instruments is recognized within interest income and interest expense in the consolidated statement of income using the effective interest method.

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(o) Interest income and interest expense (continued):

The effective interest method is a method of calculating the amortized amount of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument. When calculating the effective interest rate, Westminster Savings estimates cash flows considering all contractual terms of the financial instrument but does not consider future credit losses. The calculation includes all transaction costs, all fees paid or received between parties to the contract that are an integral part of the effective interest rate, and all other premiums or discounts. Once a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognized using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.

(p) Net fee and commission income:

Fees and commissions received are generally recognized when the service has been provided, unless they are considered to be adjustments to the asset yield, in which case the effective interest method is used.

Fees and commissions paid are generally recognized when the service has been received, unless they are considered to be adjustments to the deposit cost, in which case the effective interest method is used.

(q) Repossessed property:

In certain circumstances, property is repossessed on loans and leases receivable that are in default. Repossessed properties are revalued at least monthly, and recorded at the lower of carrying amount and the fair value less costs to sell, and are reported within other assets.

(r) Property leases:

The credit union leases branch premises where a significant portion of the risks and rewards of ownership are retained by the lessor. Accordingly, such leases are classified as operating leases. Lease payments are charged to the consolidated statement of income within occupancy and equipment costs on a straight-line basis over the period of the lease.


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(s) Non-financial assets:

(i) Premises and equipment:

Premises and equipment are recorded at cost less accumulated depreciation.

Premises and equipment are depreciated over their estimated useful lives using the following methods and rates: Asset Basis Rate Buildings Double declining balance over 60 years 5% Computer equipment Straight-line 20% Furniture and equipment Double declining balance over 15 years 20% Leasehold improvements Straight-line over the earlier of the useful life and the lease term

Premises and equipment are reviewed annually for impairment, or more frequently where events or changes in circumstances indicate that the carrying amount may not be recoverable.

For the purposes of assessing impairment, assets are grouped into cash-generating units reflecting Westminster Savings’ operating divisions, which is the lowest level for which there are separately identifiable cash-flows associated with the assets in question. The impairment test also can be performed on a single asset when the fair value less cost to sell or the value in use can be determined reliably.

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell, and its value in use.

Premises and equipment that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

(ii) Intangible assets:

Intangible assets include computer software licenses, goodwill and other intangible assets.

Intangible assets are recorded at cost. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives of 1 to 14 years. Intangible assets with finite lives are assessed for impairment when impairment indicators are identified. When an impairment-triggering event has occurred, any excess of carrying value over fair value is charged to net income in the period in which impairment is determined.

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(t) Accounts payable and accrued liabilities:

Accounts payable and accrued liabilities include accounts payable and security deposits payable.

Accounts payable arise as a result of the purchase of goods for the credit union’s own use. Security deposits payable arise in the normal course of the vehicle leasing business.

(u) Provisions:

A provision is recognized if, as a result of a past event, Westminster Savings has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Contingent assets or liabilities are not recognized. However, a contingent liability is disclosed, unless the possibility of an outflow of economic resources is remote. Disclosure of contingent assets is made only when the likelihood of economic benefits is high.

(v) Income taxes:

Income tax comprises current and deferred tax.

Income tax is recognized in the consolidated statement of income except to the extent that it relates to items recognized in other comprehensive income or directly in equity, in which case it is recognized in the same statement in which the related item appears.

(i) Current income tax:

Current income tax is the tax expected to be payable on the taxable income for the year, calculated using tax rates enacted or substantively enacted by the balance sheet date, and any adjustment to tax payable in respect of previous years.

(ii) Deferred income tax:

Deferred income tax is recorded using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the temporary differences can be utilized.

Although temporary differences giving rise to deferred tax assets and liabilities reverse in future years, these balances are not discounted.


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(w) Retirement benefit obligations:

Retirement pensions are provided to the credit union’s employees through pension plans. The plans are funded through employer contributions to trustee-administered funds. The credit union does not provide post-retirement benefits other than pensions.

The credit union has both defined benefit and defined contribution plans. A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors, such as age, years of service and compensation. A defined contribution plan is a pension plan under which the credit union pays fixed contributions into a separate entity. The credit union has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

(i) Plans accounted for as defined benefit plans:

The pension expense and plan contributions for plans accounted for as defined benefit plans are determined by independent consulting actuaries. These plans are required to have an actuarial valuation performed once every three years.

The cost of pension benefits earned by employees covered under defined benefit plans is determined using the projected unit credit actuarial cost method pro-rated on service and is charged to expense as services are rendered. The measurement date used for accounting purposes is December 31. For the purpose of calculating expected return, plan assets are valued at fair value.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in full in the period in which they occur, and are immediately charged to other comprehensive income without subsequent reversal for recognition in net income.

The asset or liability recognized in the consolidated balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the date of the consolidated balance sheet, less the fair value of plan assets, together with adjustments for unrecognized gains or losses and vested past service costs.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that have terms to maturity approximating the terms of the related pension liability.

Vested past-service costs are recognized immediately in net income within salary and employee benefits expenses.

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(w) Retirement benefit obligations (continued):

(ii) Plans accounted for as defined contribution plans:

The credit union pays contributions to an administered group RRSP. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

(x) Members’ equity:

Members’ equity comprises retained earnings and available-for-sale fair value reserves resulting from unrealized gains and losses on AFS financial assets (net of tax).

(y) Adoption of new and amended standards:

The credit union has adopted the following new or amended standards with an initial application date of January 1, 2013:

(i) IAS 1 - Presentation of Financial Statements (Amended):

The credit union adopted the changes within IAS 1, which was applied retrospectively. IAS 1 prescribes the basis for presentation of general purpose financial statements to ensure comparability both with an entity's financial statements of previous periods and with the financial statements of other entities. It sets out overall requirements for the presentation of financial statements, guidelines for their structure and minimum requirements for their content.

As a result of the adoption of changes within IAS 1, items presented within the consolidated statement of comprehensive income are grouped into items that can or cannot be reclassified into earnings.

(ii) IFRS 10 - Consolidated Financial Statements and IFRS 12 - Disclosure of Interests in Other Entities:

The credit union adopted IFRS 10 and IFRS 12, which were applied retrospectively. Under IFRS 10, there is one approach for determining if an investor controls an investee for all entities, based on the concept of power, variability of returns and their linkage. This replaced the previous approach which emphasized legal control or exposure to risks and rewards, depending on the nature of the entity. IFRS 12 includes the disclosure requirements for subsidiaries and associates and introduces new requirements for unconsolidated structured entities. The credit union determined that its consolidated group structure remained unchanged under IFRS 10, and as a result, there was no impact on the credit union’s consolidated financial statements.


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(y) Adoption of new and amended standards (continued):

(iii) IFRS 13 - Fair Value Measurement:

IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements when such measurements are required or permitted by other IFRSs. It unifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It replaces and expands the disclosure requirements about fair value measurements in other IFRSs.

In accordance with the transitional provisions of IFRS 13, the credit union has applied the new fair value measurement guidance prospectively and has not provided any comparative information for new disclosures. The adoption of IFRS 13 did not have any impact on the credit union’s reported financial results or financial position. However, there were certain new and revised disclosures as set out in note 3 (k) and 3 (l).

(iv) IAS 19 - Employee Benefits (Amended):

The credit union adopted IAS 19 (Amended), which was applied retrospectively. The revised standard introduces a new approach to the calculation of the net interest income or expense on the net defined benefit liability (asset). Under the revised standard an entity is no longer able to recognize in the statement of operations the long-term expected return on the plan assets actually held. Net interest under the amended standard is calculated on the retirement benefit obligation based on the discounted rate that is used to measure the defined benefit obligation.

The effect of the adoption of this standard is an increase in salary and employee benefits expense of $402,204, and an increase in other comprehensive income of $336,162 (after tax) for fiscal 2012.

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(z) Accounting standards issued but not yet effective:

The following standards have been recently issued and the required future application of the standard may impact future consolidated financial statements of the credit union. The credit union does not expect to adopt any of these standards prior to the mandatory effective date.

(i) IFRS 9 - Financial Instruments:

IFRS 9, published on November 12, 2009 as part of phase I of the IASB’s comprehensive project to replace IAS 39 Financial Instruments: Recognition and Measurement, deals with classification and measurement of financial assets. The requirements of this standard represent a significant change from the existing requirements in IAS 39 in respect of financial assets. The standard contains two primary measurement categories for financial assets: amortized cost and fair value. A financial asset would be measured at amortized cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and the asset’s contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets would be measured at fair value.

The mandatory effective date of IFRS 9 is currently under review by the IASB, but it is unlikely to be effective for annual periods commencing prior to January 1, 2016. The impact of IFRS 9 may change as a consequence of further developments resulting from the IASB’s project to replace IAS 39. As a result, it is impracticable to quantify the impact of IFRS 9 as at the date of publication of these consolidated financial statements.

(ii) Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32):

The amendments to IAS 32 clarify the offsetting criteria in IAS 32 by explaining when an entity currently has a legally enforceable right to set-off and when gross settlement is equivalent to net settlement. The amendments are effective for annual periods beginning on or after January 1, 2014 and interim periods within those annual periods. Early application is permitted.

Westminster Savings is still assessing the impact, if any, of the adoption of the amendments to IAS 32.


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3. Financial risk management:

(a) Credit risk management:

Credit risk is the risk of loss resulting from a borrower’s or lessee’s inability to repay or from a counterparty’s inability to complete or fulfill financial obligations to the credit union. Credit risk arises principally from lending, leasing and investing activities. There is also credit risk in unfunded loan and leases receivable commitments, investments in debt securities, interest rate swaps, and letters of credit.

Management of credit risk is an integral part of the credit union’s activities. Credit risk is managed in accordance with lending and investment policies approved by the Board of Directors. These policies identify authorized loans, leases receivable and investment types, limit asset concentrations, stipulate credit evaluation standards and delegate approval authorities. Management policies have also been implemented including evaluating the members’ ability to repay the loan when it is originally granted and subsequently renewed and regularly monitoring member information such as delinquent and over-limit amounts.

Management carefully monitors and manages the credit union’s exposure to credit risk by a combination of methods. The overall management of credit risk is centralized in the Investment and Loan Committee which reports to the Board of Directors. The Investment and Loan Committee is responsible for approving and monitoring the credit union’s tolerance for credit exposures which it does through review and approval of the credit union’s lending policies and through setting limits on credit exposures to individual members and across sectors.

The credit union employs a range of policies and practices to mitigate credit risk. The most traditional of these is the taking of security for funds advanced. The credit union maintains investment and lending policies which impose guidelines on the acceptability of specific classes of collateral or other credit risk mitigation. The principal collateral types for loans and leases receivable are:

Mortgages over residential and commercial properties.

Charges over vehicles, other property, or over business assets such as equipment, inventory accounts receivable and other assets.

Charges over financial instruments such as deposits or other securities.

Financial risk management

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3. Financial risk management (continued):

(b) Credit risk measurement:

At December 31, 2013, the maximum credit risk exposure of the credit union approximates the carrying value of all on-balance sheet credit exposures, along with undrawn commitments which amounted to $497,510,521 (2012 - $467,695,469) as at year-end. Credit risk exposure as at Undrawn Off-balance Total December 31, 2013 Outstanding commitments sheet exposure Cash equivalents $ 46,572 $ - $ - $ 46,572 Liquidity deposits 132,827 - - 132,827 Fixed income investments 17,154 - - 17,154 Investments held at amortized cost 1,266 - - 1,266 Consumer mortgages 1,127,968 102,189 - 1,230,157 Consumer loans 209,258 220,115 - 429,373 Commercial mortgages 235,434 113,082 - 348,516 Commercial loans and line of credit 241,593 40,517 - 282,110 Accrued interest on loans 2,966 - - 2,966 Allowance for losses on loans (3,398) - - (3,398) Vehicle leases receivable 169,165 21,607 - 190,772 Equipment leases receivable 95,466 - - 95,466 Allowance for losses on leases (1,263) - - (1,263) Obligation under letters of credit - - 25,945 25,945 Total exposure $ 2,275,008 $ 497,510 $ 25,945 $ 2,798,463 Credit risk exposure as at Undrawn Off-balance Total December 31, 2012 Outstanding commitments sheet exposure Cash equivalents $ 22,265 $ - $ - $ 22,265 Liquidity deposits 157,775 - - 157,775 Fixed income investments 24,888 - - 24,888 Investments held at amortized cost 790 - - 790 Consumer mortgages 1,074,570 99,147 - 1,173,717 Consumer loans 199,921 201,934 - 401,855 Commercial mortgages 227,659 119,007 - 346,666 Commercial loans and line of credit 254,569 29,035 - 283,604 Accrued interest on loans 2,799 - - 2,799 Allowance for losses on loans (1,238) - - (1,238) Vehicle leases receivable 158,481 18,573 - 177,054 Equipment leases receivable 94,953 - - 94,953 Allowance for losses on leases (1,159) - - (1,159) Obligation under letters of credit - - 27,154 27,154 Total exposure $ 2,216,273 $ 467,696 $ 27,154 $ 2,711,123


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(c) Asset quality:

Management monitors the amount of exposure to credit risk in each risk class to limit the exposure to high-risk assets and ensures that an appropriate risk-return profile is maintained in keeping with credit union policy.

(i) Securities and other investments:

Credit risk arises from investments held by the credit union to meet regulatory and internal liquidity requirements and for general business purposes. This aspect of credit risk is principally managed by Treasury which reports to the Asset Liability Committee. These investments are limited to approved, reputable counterparties that are monitored on an ongoing basis. There are also limits on concentrations of individual asset types to ensure that the portfolio is diversified. The credit union monitors the stability of counterparties on an ongoing basis.

The investment ratings on fixed income investments (note 5) are as follows: Amount Senior long-term debt rating:

DBRS: AA (Low); S&P: BBB+ $ 11,803 DBRS: AA (Low); S&P: A 5,200 Accrued interest 151

Total $ 17,154 Interest rate swaps are restricted to counterparties that are approved, reputable and are monitored on an ongoing basis.

Other investments reflect holdings in central credit unions and related cooperative organizations.

(ii) Collateralized financial assets:

As a financial institution, the credit union takes security as collateral for loans and leases receivable. The credit union maintains guidelines on the acceptability of specific types of collateral. Management monitors the amount of exposure to limit any concentrations of risk and to ensure that the overall loans and leases receivable portfolios are diversified in keeping with credit union policy.

For undrawn commitments to make collateralized loans or leases receivable, the commitment to advance funds is contingent on the pledging of acceptable collateral, in keeping with the credit union’s policies.

Where significant impairment indicators are identified, the credit union will take additional measures to manage the risk of default, which may include seeking additional collateral.

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(c) Asset quality (continued):

(ii) Collateralized financial assets (continued):

The credit quality of the commercial loans and leases receivable which are neither past due nor impaired is assessed in accordance with the credit union’s risk rating guidelines.

The credit union’s credit risk exposure for collateralized assets outstanding is secured by assets with the following security profile: Vehicles Collateral as at Insured First Other and Other December 31, 2013 mortgages mortgages mortgages transport assets Unsecured Total Consumer mortgages $ 560,413 $ 557,563 $ 9,640 $ - $ - $ 352 $ 1,127,968 Consumer loans - 93,219 71,603 7,488 6,332 30,616 209,258 Commercial mortgages - 235,245 189 - - - 235,434 Commercial loans and

line of credit - 230,829 2,083 11 7,755 915 241,593 Vehicle leases

receivable - - - 169,165 - - 169,165 Equipment leases

receivable - - - - 95,466 - 95,466 Obligations under

letters of credit - 17,187 - - 8,605 153 25,945 $ 560,413 $ 1,134,043 $ 83,515 $ 176,664 $ 118,158 $ 32,036 $ 2,104,829

Vehicles Collateral as at Insured First Other and Other December 31, 2012 mortgages mortgages mortgages transport assets Unsecured Total Consumer mortgages $ 524,574 $ 541,635 $ 8,003 $ - $ - $ 358 $ 1,074,570 Consumer loans - 80,704 73,093 9,151 5,963 31,010 199,921 Commercial mortgages - 227,209 450 - - - 227,659 Commercial loans and

line of credit - 245,019 974 41 7,538 997 254,569 Vehicle leases

receivable - - - 158,481 - - 158,481 Equipment leases

receivable - - - - 94,953 - 94,953 Obligations under

letters of credit - 17,429 - - 9,683 42 27,154 $ 524,574 $ 1,111,996 $ 82,520 $ 167,673 $ 118,137 $ 32,407 $ 2,037,307


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(d) Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk arises from the impact that changes in interest rates may have on income and economic value due to the mismatch between positions that are subject to interest rate adjustments in a specified period. Interest rate risk results primarily from differences in the maturity dates or repricing dates of interest-bearing assets and liabilities. The credit union monitors interest rate risk inherent in the portfolio. It employs techniques, including maturity and repricing schedules and portfolio modeling to measure interest rate risk.

Cash flow interest rate risk is the risk that the future cash flows of the credit union’s financial instruments will fluctuate due to changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate because of changes in prevailing market interest rates. Other types of interest rate risk may involve basis risk, which is the risk of loss arising from changes in the relationship of interest rates which have similar but not identical characteristics (for example the difference between prime lending rates and savings deposit rates).

Net interest income may increase or decrease in response to changes in market interest rates. Accordingly, the credit union sets limits on the level of interest rate risk exposure. Interest rate risk is managed by Treasury and monitored by the Asset Liability Committee.

Income simulation is used to assess the credit union’s interest rate exposure. Interest rate shock analysis involves measuring the impact of a more significant change of 100 basis points or greater in interest rates. Income simulation and interest rate shock analysis are calculated monthly and reported to the Asset Liability Committee quarterly. As at December 31, 2013, the credit union estimates that an immediate and sustained 100 basis point increase in interest rates would increase net interest income by $1,474,804 (2012 - $1,684,783) over the next 12 months while an immediate and sustained 100 basis point decrease in interest rates would decrease net interest income by $2,588,080 (2012 - $2,776,869) over the next 12 months.

(e) Interest rate swaps:

Interest rate exchange agreements (swaps) are transactions in which two parties exchange fixed-rate interest payments for floating-rate interest payments for a predetermined period, calculated using agreed fixed and floating rates applied to an agreed notional amount. Notional amounts are not exchanged, and do not represent credit or market risk exposure.

Interest rate swaps are used to modify and reduce the credit union’s interest rate risk exposure.

Interest rate swaps are measured at fair value derived using present value and other valuation techniques and may not be indicative of the net realizable values.

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(f) Interest rate risk measurement:

The following table summarizes carrying amounts of financial assets and liabilities to arrive at the credit union’s interest rate sensitivity based on the earlier of contractual repricing or maturity dates (adjusted for prepayment assumptions): Effective Within 3 to 12 1 year to Over Non-interest December 31, 2013 rate 3 months months 3 years 3 years sensitive Total Assets Cash and cash

equivalents 0.84% $ 64,603 $ - $ - $ - $ 29 $ 64,632 Investments 1.42% 48,428 68,439 48,676 20,347 41,200 227,090 Loans 3.83% 753,370 233,499 446,654 380,730 160 1,814,413 Leases receivable 7.29% 25,214 68,674 131,777 38,966 (980) 263,651 3.90% $ 891,615 $ 370,612 $ 627,107 $ 440,043 $ 40,409 $ 2,369,786 Liabilities Borrowings 1.79% $ 8,764 $ - $ - $ - $ - $ 8,764 Members’ deposits 1.48% 1,010,988 628,363 323,419 27,339 6,308 1,996,417 Securitization

debt obligations 2.51% 27,869 24,775 57,641 94,749 (355) 204,679 Other - - - - - 11,812 11,812 1.58% $ 1,047,621 $ 653,138 $ 381,060 $ 122,088 $ 17,765 $ 2,221,672 Interest rate exchange

agreements (notional amounts)

Receive floating 1.26% $ 46,370 $ - $ - $ - $ - $ 46,370 Pay fixed 1.66% (3,231) (13,139) (30,000) - - (46,370) Interest rate

sensitivity gap 2.31% $ (112,867) $ (295,665) $ 216,047 $ 317,955 $ 22,644 $ 148,114


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(f) Interest rate risk measurement (continued): Effective Within 3 to 12 1 year to Over Non-interest December 31, 2012 rate 3 months months 3 years 3 years sensitive Total Assets Cash and cash

equivalents 0.76% $ 43,938 $ - $ - $ - $ - $ 43,938 Investments 1.30% 80,979 79,325 11,903 19,203 32,967 224,377 Loans 3.98% 812,569 244,273 427,310 272,567 1,811 1,758,530 Leases receivable 7.97% 32,803 81,297 116,880 22,455 (731) 252,704 4.09% $ 970,289 $ 404,895 $ 556,093 $ 314,225 $ 34,047 $ 2,279,549 Liabilities Borrowings 1.64% $ 57,288 $ - $ - $ - $ 476 $ 57,764 Members’ deposits 1.54% 995,554 632,136 238,106 42,197 4,614 1,912,607 Securitization

debt obligations 2.76% 55,769 26,443 29,064 52,425 426 164,127 Other - - - - - 9,123 9,123 1.63% $ 1,108,611 $ 658,579 $ 267,170 $ 94,622 $ 14,639 $ 2,143,621 Interest rate exchange

agreements (notional amounts)

Receive floating 1.26% $ 57,828 $ - $ - $ - $ - $ 57,828 Pay fixed 1.70% - - (27,828) (30,000) - (57,828) Interest rate

sensitivity gap 2.45% $ (80,494) $ (253,684) $ 261,095 $ 189,603 $ 19,408 $ 135,928

(g) Liquidity risk:

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk may result in being unable to meet financial obligations in a timely manner and at reasonable prices.

To mitigate this risk, the credit union is required by regulation to maintain sufficient levels of liquid assets. Required liquidity levels are expressed as a percentage of members’ deposits, borrowings and the portion of securitization debt obligation relating to consumer mortgages. The minimum liquidity levels required by regulation are 8% in 2013 (8% in 2012). At December 31, 2013 and 2012, the credit union’s liquidity exceeded this required level.

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(g) Liquidity risk (continued):

Liquidity is managed in accordance with a policy approved by the Board of Directors. It is the credit union’s policy to maintain prudent levels of liquidity in relation to its deposits and other debt obligations, in order to retain customer confidence in the credit union and to enable the credit union to meet all financial obligations. This is achieved through management of loan portfolio growth in relation to deposit growth, through asset securitizations, and through asset-liability maturity management techniques. The credit union also maintains committed borrowing facilities that it can access to meet liquidity needs, as explained in note 10.

Borrowings at December 31, 2013 were $49 million lower than the previous year-end. This reduction is due to additional securitization activity. The securitization activity conducted in 2013 reduced the credit union’s interest rate risk.

Management reviews forecasts of the credit union’s liquidity requirements on a monthly basis as part of its liquidity management program; ensuring funding is available to meet cash requirements.

(h) Liquidity risk measurement:

The table below presents a maturity analysis of financial liabilities which shows the cash flows contractually payable by the credit union: Up to 1 to 3 3 to 12 1 year to Over 1 month months months 3 years 3 years Total December 31, 2013 liabilities Borrowings $ 8,777 $ - $ - $ - $ - $ 8,777 Members’ deposits 788,568 218,026 640,904 328,721 60,280 2,036,499 Securitization debt

obligation 3,803 8,803 38,914 63,380 102,960 217,860 Interest rate swaps 10 50 50 13 - 123 Total liabilities

(contractual maturity dates) $ 801,158 $ 226,879 $ 679,868 $ 392,114 $ 163,240 $ 2,263,259

Up to 1 to 3 3 to 12 1 year to Over 1 month months months 3 years 3 years Total December 31, 2012 liabilities Borrowings $ 8,850 $ 49,527 $ - $ - $ - $ 58,377 Members’ deposits 818,807 185,699 644,046 238,937 60,571 1,948,060 Securitization debt

obligation 3,044 7,355 41,188 53,839 61,662 167,088 Interest rate swaps 27 37 165 163 30 422 Total liabilities

(contractual maturity dates) $ 830,728 $ 242,618 $ 685,399 $ 292,939 $ 122,263 $ 2,173,947


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(i) Equity price risk:

The credit union’s investment portfolio includes equity investments. Fluctuations in the value of equity securities impact the recognition of both realized and unrealized gains and losses on securities held. The credit union has policies in place to limit and monitor its exposure to individual issuers and classes of securities.

A 10% change in equity prices would have a $3,641,541 (2012 - $2,796,961) impact on comprehensive income. The analysis is based on the assumption that all equity and equity-related investments increase/decrease while all other variables are held constant.

(j) Foreign exchange risk:

The credit union is subject to currency risk which arises on financial instruments that are denominated in a foreign currency. Foreign exchange risk is managed in accordance with a policy approved by the Board of Directors. The credit union’s policy is to manage currency risk to preclude any material impact on annual earnings.

The amount of foreign exchange gains for 2013 is $476,453 (2012 - $556,818). These amounts are included in the consolidated statement of income under fee and commission income.

The potential impact of changes to foreign exchange rates on the net income of the credit union is insignificant.

(k) Fair value of financial instruments:

The table below sets out the fair values of financial instruments using the valuation methods and assumptions referred in note 3(l) and analyses them by the level in the fair value hierarchy. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 - Inputs that are not based on observable market data.

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(k) Fair value of financial instruments (continued): Total Total carrying December 31, 2013 Level 1 Level 2 Level 3 fair value value Assets:

Financial instruments carried at fair value:

Cash and cash equivalents $ 18,060 $ 46,572 $ - $ 64,632 $ 64,632 Liquidity deposits - 132,827 - 132,827 132,827 Fixed income investments - - 17,154 17,154 17,154 Equity investments 31,988 - 4,427 36,415 36,415 Mortgage-backed securities - 22,935 - 22,935 22,935 Central 1 Credit Union shares - 7,991 - 7,991 7,991 Other investments - 209 - 209 209 Interest rate swaps - 128 - 128 128

Financial instruments carried at amortized cost:

Investments held to maturity - 9,533 - 9,533 9,431 Consumer mortgages - 1,131,889 - 1,131,889 1,127,968 Consumer loans - 209,339 - 209,339 209,258 Commercial mortgages - 236,007 - 236,007 235,434 Commercial loans and line of credit - 241,485 - 241,485 241,593 Vehicle leases receivable - 168,647 - 168,647 169,165 Equipment leases receivable - 95,741 - 95,741 95,466

Total financial assets $ 50,048 $ 2,303,303 $ 21,581 $ 2,374,932 $ 2,370,606 Total Total carrying December 31, 2013 Level 1 Level 2 Level 3 fair value value Liabilities:


Borrowings $ - $ 8,764 $ - $ 8,764 $ 8,764 Members’ deposits - 1,998,264 - 1,998,264 1,996,417 Securitization debt obligations - 203,780 - 203,780 204,679

Total financial liabilities $ - $ 2,210,808 $ - $ 2,210,808 $ 2,209,860


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(k) Fair value of financial instruments (continued): Total Total carrying December 31, 2012 Level 1 Level 2 Level 3 fair value value Assets:

Financial instruments carried at fair value

Cash and cash equivalents $ 21,673 $ 22,265 $ - $ 43,938 $ 43,938 Liquidity deposits - 157,775 - 157,775 157,775 Fixed income investments - - 24,888 24,888 24,888 Equity investments 24,326 - 3,643 27,969 27,969 Mortgage-backed securities - 2,619 - 2,619 2,619 Central 1 Credit Union shares - 7,538 - 7,538 7,538 Other investments - 209 - 209 209 Interest rate swaps - 6 - 6 6


Investments held to maturity - 3,439 - 3,439 3,373 Consumer mortgages - 1,085,038 - 1,085,038 1,074,570 Consumer loans - 200,045 - 200,045 199,921 Commercial mortgages - 230,747 - 230,747 227,659 Commercial loans and line of credit - 254,779 - 254,779 254,569 Vehicle leases receivable - 159,444 - 159,444 158,481 Equipment leases receivable - 95,807 - 95,807 94,953

Total financial assets $ 45,999 $ 2,219,711 $ 28,531 $ 2,294,241 $ 2,278,468 Total Total carrying December 31, 2012 Level 1 Level 2 Level 3 fair value value Liabilities:

Financial instruments carried at amortized cost: Borrowings $ - $ 57,740 $ - $ 57,740 $ 57,764 Members’ deposits - 1,912,926 - 1,912,926 1,912,607 Securitization debt obligations - 164,472 - 164,472 164,127

Total financial liabilities $ - $ 2,135,138 $ - $ 2,135,138 $ 2,134,498 In 2013, there were no transfers between the levels of fair value hierarchy (2012 - nil).

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(l) Methods and assumptions:

Investments (excluding investments held at amortized cost) are reported on the consolidated balance sheet at fair value. These values are based on quoted market prices if available and other valuation techniques, including discounting cash flows.

Investment in shares of Central 1 Credit Union, which is required by governing legislation and as a condition of membership in Central 1 Credit Union, are classified as available-for-sale. Typically, the Central 1 shares are not traded in an active market and accordingly the market values are not readily available. In addition the variability in the range for fair value estimates based on the valuation models is significant. Accordingly, the Credit Union's equity investments in Central 1 are reported at their original cost $813 (2012 - $813).

The fair values of loans, leases receivable and members’ deposits with fixed rates and fixed maturity dates are determined by discounting cash flows using the Government of Canada yield curve.

Other inputs to the valuation model for fixed rate loans and leases receivable include scheduled loan amortization rates and estimated prepayment rates.

The following table reconciles the credit union’s Level 3 fair value measurements from December 31, 2012 to December 31, 2013: 2013 2012 Fair value Fair value measurements measurements using Level 3 using Level 3 inputs inputs investments investments Level 3, beginning of year $ 28,531 $ 26,795 New investments 5,000 1,500 Sold investments (12,134) - Change in fair market value 212 240 Other (28) (4) Level 3, end of year $ 21,581 $ 28,531 Level 3 includes investments where fair value is determined based on third party proprietary software, indices and methodologies. Level 3 fair values are comparable to internally derived valuations. Unobservable input is primarily the spread over the risk-free interest rate. An increase in the spread would have a negative effect on fair value. This is mitigated as the investments move closer to maturity. One investment has volatility as an unobservable input. An increase in volatility would have a positive effect on fair value.


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(l) Methods and assumptions (continued):

Since the fixed income Level 3 investments are principal protected, the risk of a decrease in principal only exists if these investments are not held to maturity. Prior to maturity, fair value of these investments change with the level interest rates, spread over risk –free rate, volatility and underlying index. The sensitivity of fair value to a 10% increase/decrease change in these inputs are shown in following table: Input 10% increase 10% decrease Reference Index Level 2,213 (1,283) Risk free rate (118) 119 Spread over risk free rate (105) 106 Volatility 44 (44)

(m) Capital management:

The Financial Institutions Act regulations prescribe the minimum required capital that must be held by the credit union. The level of capital required is based on the risk-weighted value of the assets held by the credit union. Risk weightings are established by regulation. The prescribed minimum ratio of capital to risk-weighted assets is 6%, and a capital ratio that is below 8% may result in regulatory restrictions. The credit union has complied with all externally imposed capital requirements throughout the year.

Capital is managed in accordance with a policy approved by the Board of Directors. It is the credit union’s policy to maintain a prudent relationship between the capital base and the underlying risks of the business, in order to support business growth and expansion of services to members. Credit union policy requires that a capital ratio of 9% be maintained. During 2013 and as at December 31, 2013, the credit union has maintained its capital above this level.

Management regards a strong capital base as an integral part of the credit union’s business strategy. The credit union’s objectives for capital management include maintaining substantially all credit union capital in the form of retained earnings. The credit union maintains a capital plan to ensure that long-term capital requirements are met. All of the elements of capital are monitored throughout the year, and modifications of capital management strategies are made as appropriate.

At December 31, 2013, the credit union exceeded the prescribed minimum ratio of 8%.

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4. Cash and cash equivalents: 2013 2012 Cash $ 18,060 $ 21,673 Liquidity deposits with original maturities

of less than 91 days 37,021 22,265 Fixed income with original maturities

of less than 91 days 9,551 - $ 64,632 $ 43,938

5. Investments: 2013 2012 Available-for-sale:

Liquidity deposits with original maturities of greater than 90 days $ 132,827 $ 157,775

Fixed income investments 17,154 24,888 Equity investments 36,415 27,969 Mortgage-backed securities 22,935 2,619 Central 1 Credit Union shares 7,991 7,538 Other investments 209 209

Held to maturity:

Principal and interest reinvestment accounts 8,165 2,583 Sub note - Junior note 1,266 790

Fair value through profit and loss:

Interest rate swaps 128 6 $ 227,090 $ 224,377

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6. Loans and leases receivable:

2013 2012 Consumer mortgages $ 1,127,968 $ 1,074,570 Consumer loans 209,258 199,921 Total consumer loans 1,337,226 1,274,491 Commercial mortgages 235,434 227,659 Commercial loans and lines of credit 241,593 254,569 Total commercial loans 477,027 482,228 Accrued interest receivable 2,966 2,799 Deferred fee revenue (1,409) (1,563) Deferred fee cost 2,001 1,813 Allowance for impairment losses on loans (3,398) (1,238) Total loans $ 1,814,413 $ 1,758,530 Vehicle leases receivable $ 169,165 $ 158,481 Equipment leases receivable 95,466 94,953 Deferred fee revenue (2,168) (2,117) Deferred fee cost 2,451 2,546 Allowance for impairment losses on leases receivable (1,263) (1,159) Total leases receivable $ 263,651 $ 252,704 Restricted loans and leases receivable 2013 2012 Unrestricted loans $ 1,484,660 $ 1,453,729 Securitized loans 133,980 106,761 Restricted loans 195,613 196,229 $ 1,814,253 $ 1,756,719 Unrestricted leases receivable $ 204,554 $ 204,226 Securitized leases receivable 60,077 49,208 Total restricted loans and leases receivable $ 264,631 $ 253,434 Securitized assets are described in note 6(g) and 6(h). Restricted loans have been pledged as collateral for borrowings as described in note 10.

loans and leases receivable

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6. Loans and leases receivable (continued):

(a) Allowance for losses on loans and leases receivable: Beginning Provision 2013 2012 of year for losses Write-offs Total Total

Consumer mortgages $ 358 $ 490 $ (30) $ 818 $ 358 Consumer loans 733 217 (241) 709 733 Commercial loans 147 1,724 - 1,871 147 Allowance for losses on loans 1,238 2,431 (271) 3,398 1,238 Leases receivable 1,159 104 - 1,263 1,159 2,397 2,535 (271) 4,661 2,397 Specific allowance 165 57 Collective allowance 4,496 2,340 End of year $ 2,397 $ 2,535 $ (271) $ 4,661 $ 2,397

The impairment losses on loans and leases receivable of $3,660,236 (2012 - $1,103,142) include net write-offs (recovery of losses) of loans of $2,431,255 (2012 - $494,106) and leases of $103,975 (2012 - ($150,306)) and direct write-offs of loans of $234,682 (2012 - $124,171) and leases of $890,324 (2012 - $635,171).

Recoveries from previous loan write-offs of $97,244 (2012 - $101,259) are included in fee and commission income.

(b) Leases receivable: 2013 2012 Gross investment in leases receivable:

Not later than 1 year $ 107,099 $ 107,904 Later than 1 year and not later than 5 years 188,436 176,625 Later than 5 years 69 19

295,604 284,548 Unearned finance income on finance leases (30,973) (31,114) Present value of minimum lease payments receivable 264,631 253,434 Present value of minimum lease payments receivable:

Not later than 1 year 98,243 98,423 Later than 1 year and not later than 5 years 166,320 154,993 Later than 5 years 68 18

$ 264,631 $ 253,434


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(c) Individually impaired loans and leases receivable: Net Net Gross Allowance 2013 2012 Consumer mortgages $ - $ - $ - $ - Consumer loans 5 - 5 - Commercial loans 12,470 165 12,305 13,663 Leases receivable - - - - $ 12,475 $ 165 $ 12,310 $ 13,663 Determination of loan and lease impairment is described in note 2(l).

(d) Security on individually impaired loans and leases receivable: 2013 2012 Individually impaired loans $ 12,475 $ 13,720 Estimated value of underlying security,

net of recovery costs (12,310) (13,663) $ 165 $ 57 The fair value of the collateral held by the credit union as security for individually impaired loans and leases receivable was $12,310,323 (2012 - $13,662,560). The credit union has estimated the fair value of collateral held on loans on an assessment of the security appraisal undertaken at the original funding and management’s estimation of the market value of the security. Collateral held on vehicle leases receivable is revalued monthly based on published market estimates, and specific valuations obtained for equipment leases.

(e) Past due and individually impaired loans and leases receivable:

Loans and leases receivable are considered past due when a member or counterparty has not made a payment within 30 days of the contractual due date, and are fully secured and collection efforts are reasonably expected to result in repayment. Past due Individually December 31, 2013 Current 30-90 days 90+ days impaired Total Consumer mortgages $ 1,120,469 $ 4,823 $ 2,676 $ - $ 1,127,968 Consumer loans 208,933 242 78 5 209,258 Commercial loans 457,221 - 7,336 12,470 477,027 Leases receivable 263,138 1,449 44 - 264,631 $ 2,049,761 $ 6,514 $ 10,134 $ 12,475 $ 2,078,884

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(e) Past due and individually impaired loans and leases receivable (continued): Past due Individually December 31, 2012 Current 30-90 days 90+ days impaired Total Consumer mortgages $ 1,067,079 $ 4,523 $ 2,968 $ - $ 1,074,570 Consumer loans 199,677 190 41 13 199,921 Commercial loans 461,167 508 6,846 13,707 482,228 Leases receivable 250,370 2,703 361 - 253,434 $ 1,978,293 $ 7,924 $ 10,216 $ 13,720 $ 2,010,153

(f) Repossessed property:

At December 31, 2013, the credit union held vehicles and equipment of $1,254,773 (2012 - $784,592). These assets are valued at the lower of carrying amount and fair value less costs to sell, and are reported as other assets (note 9) in the consolidated balance sheet.

(g) Loans securitized:

Periodically, the credit union securitizes loans, mainly in order to obtain diverse, low cost funding. Securitization involves selling loans to special purpose vehicles or trusts (securitization vehicles), which buy the loans and then issues interest bearing securities to investors at specified interest rates.

Securitization agreements are assessed to determine whether the transfers of financial assets should result in all or a portion of the transferred loans being derecognized from the consolidated balance sheet. The derecognition requirements include an assessment of whether the credit union transfers both its contractual right to receive cash flows from the financial assets, or retains the contractual rights to receive the cash flows, but assumes a contractual obligation to pay the cash flows to another party without material delay or reinvestment, and also transfers substantially all the risks and rewards of ownership, including credit risk, prepayment risk and interest rate risk.

Contracts with the securitization vehicles provide for the payment to the credit union over time of the excess of the sum of interest and fees collected from customers, in connection with the loans that were sold, over the yield paid to investors in the securitization vehicle. The exposure to variability of future interest income and expense has been incorporated into the credit union’s interest rate sensitivity calculations in note 3(f).


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(g) Loans securitized (continued):

The credit union has no right or obligation to repurchase any securitized loan.

(i) Mortgages transferred qualifying for derecognition:

The credit union has no securitized mortgage receivables qualifying for derecognition.

(ii) Mortgages transferred to Central 1 Credit Union:

Prior to 2010, pursuant to an agreement with Central 1 Credit Union (Central 1), the credit union periodically transferred pools of mortgage receivables to Central 1. The transferred pools of mortgage receivables were collateral for mortgage-backed securities, which were created and transferred by Central 1 to Canada Housing Trust ® (CHT), a special purpose entity, for participation in the Canada Mortgage Bond (CMB) Program. The CMB Program is a government-sponsored vehicle that allows financial institutions to securitize mortgage receivables.

The credit union retained substantially all of the risks and rewards of ownership of the transferred mortgage receivables through an exchange of cash flows agreement with Central 1, the result of which was that the credit union continues to receive the interest cash flows of the mortgages and pays a variable or fixed rate funding cost. As a result of the continued exposure to the credit risk, prepayment risk and interest rate risk of the mortgages, the credit union did not derecognize the transferred mortgage receivables and instead recognized a financial liability (securitization debt obligation) for the consideration received from Central 1. The liability is measured at amortized cost.

The securitization debt obligation amortizes on the same basis as the related transferred mortgage receivables. The balance of mortgage receivables transferred to Central 1 relates to securitization activity prior to 2010. As at December 31, 2013, mortgage receivable balances of $18,828,487 (2012 - $48,101,972) were collateral for mortgage-backed securities.

The table below is a continuity schedule showing the change in the carrying amounts of mortgage receivables transferred to Central 1 that did not qualify for derecognition. Prepayments New and Year Opening securitizations Amortization liquidations Maturities Closing 2012 $ 88,040 $ - $ (3,039) $ (19,842) $ (17,057) $ 48,102 2013 48,102 - (1,580) (4,438) (23,256) 18,828

As at December 31, 2013, the balance of securitization debt obligations related to these securitization transactions was $20,239,482 (2012 - $50,713,772). The excess of total associated liabilities over the carrying amount of assets primarily reflects timing differences in the receipt and payment of cash flows.

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(iii) Mortgage-backed securities and the CMB Program:

The credit union became an approved issuer of mortgage-backed securities for inclusion in the CMB Program on April 8, 2011. Since that date, the credit union has been able to securitize mortgage receivables directly with Canada Housing Trust.

Direct participation in the CMB Program involves the creation of mortgage-backed securities which are then transferred to Canada Housing Trust, a special purpose vehicle, which in turn, issues securities to third party investors. Canada Housing Trust uses the proceeds of bond issuances to fund the purchase of mortgage-backed securities from the credit union and other approved issuers of mortgage-backed securities. These transfers of financial assets by the credit union did not qualify for derecognition principally because the credit union retains significant exposure to prepayment and other risks associated with the transferred mortgages. As such, these transactions are accounted for as financing activities and result in the recognition of a securitization liability (securitization debt obligation) that is subsequently measured at amortized cost.

Securitization liabilities recognized when mortgage-backed securities are transferred into the CMB Program are non-amortizing and are re-paid in full on the final maturity date of the Canada Mortgage Bonds. Interest payments are made semi-annually. As a result, collections of principal on the underlying mortgages are retained and reinvested to ensure there are sufficient funds available to service the interest coupon on the liability and the eventual settlement of the liability on maturity of the Canada Mortgage Bonds, which is typically at the end of five years.

As Central 1 is an approved swap counterparty to the CMB Program, the credit union enters into a swap agreement with Central 1 which mirrors an equivalent swap agreement which Central 1 enters into with Canada Housing Trust to exchange interest cash flows related to the securitization activity. The credit union receives the mortgage interest on the transferred mortgage receivables and pays the funding cost of the program, which is principally derived from the coupon rate of the Canada Mortgage Bonds.

During 2013, the credit union securitized $68,884,254 (2012 - $51,988,986) of mortgage receivables through the transfer of mortgage-backed securities into the CMB Program. As at December 31, 2013, the balance of the mortgage receivables underlying the mortgage-backed securities sold into the CMB Program was $115,151,995 (2012 -$58,658,552).


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(iii) Mortgage-backed securities and the CMB Program (continued):

The table below is a continuity schedule showing the change in the carrying amounts of mortgage receivables underlying the mortgage-backed securities sold into the CMB Program. Prepayments New and Year Opening securitizations Amortization liquidations Closing 2012 $ 10,419 $ 51,989 $ (894) $ (2,855) $ 58,659 2013 58,659 68,884 (2,277) (10,114) 115,152

As at December 31, 2013, the balance of the securitization debt obligation related to these securitization transactions was $122,271,986 (2012 - $60,959,026).

The table below sets out the carrying amounts of the loan assets and associated liabilities for those securitizations that did not qualify for derecognition. 2013 2012

Assets Liabilities Assets Liabilities Mortgages transferred

to Central 1 $ 18,828 $ 20,240 $ 48,102 $ 50,713 MBS issued 115,152 122,272 58,659 60,959 Accrued interest - 88 - 85 $ 133,980 $ 142,600 $ 106,761 $ 111,757

(h) Leases receivable securitized:

The credit union securitizes leases receivable to obtain alternate sources of funding. The credit union has established three leases receivable securitization programs. Securitized leases receivable do not qualify for derecognition principally because the credit union retains significant exposure to credit and prepayment risk associated with the transferred leases receivable. As such, these transactions are accounted for as financing activities and result in the recognition of a securitization liability (securitization debt obligations) at an amount approximately equivalent to the securitization proceeds. Securitization debt obligations are subsequently measured at the discounted amount of the remaining scheduled lease payments.

During 2013, the credit union securitized $40,891,499 (2012 - $35,578,404) of leases receivable.

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(h) Leases receivable securitized (continued):

As at December 31, 2013, leases receivable balances of $60,076,516 (2012 - $49,208,517) were collateral for lease securitization debt obligations.

Securitization debt obligations recognized on lease securitization transactions are limited recourse liabilities. The special purpose vehicles or trusts have recourse against the cash flows on the securitized leases receivable.

As at December 31, 2013, the securitization debt obligations relating to leases receivable securitizations were $62,078,803 (2012 - $52,370,106).

The table below is a continuity schedule showing the change in the carrying amounts of the securitization debt obligations relating to leases receivable securitization transactions that did not qualify for derecognition. New Year Opening securitizations Amortization Buybacks Other Closing 2012 $ 47,528 $ 35,869 $ (23,889) $ (7,296) $ 158 $ 52,370 2013 52,370 41,781 (26,431) (5,620) (21) 62,079

7. Premises and equipment: Computer equipment Furniture Land and and ATM and Leasehold buildings equipment equipment improvements Total Year ended December 31, 2013 At January 1 $ 2,563 $ 1,591 $ 4,073 $ 3,157 $ 11,384

Additions 96 25 131 20 272 Disposals - - (1) - (1) Depreciation (73) (472) (576) (623) (1,744)

At December 31, 2013 2,586 1,144 3,627 2,554 9,911 At December 31, 2013

Cost 6,039 5,845 12,242 12,341 36,467 Accumulated depreciation (3,453) (4,701) (8,615) (9,787) (26,556)

Net book value $ 2,586 $ 1,144 $ 3,627 $ 2,554 $ 9,911

Premises and equipment


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7. Premises and equipment (continued): Computer equipment Furniture Land and and ATM and Leasehold buildings equipment equipment improvements Total Year ended December 31, 2012 At January 1 $ 2,606 $ 1,594 $ 4,362 $ 3,692 $ 12,254

Additions 32 454 375 99 960 Disposals - - (13) - (13) Depreciation (75) (457) (651) (634) (1,817)

At December 31, 2012 2,563 1,591 4,073 3,157 11,384 At December 31, 2012

Cost 5,943 5,874 12,134 12,322 36,273 Accumulated depreciation (3,380) (4,283) (8,061) (9,165) (24,889)

Net book value $ 2,563 $ 1,591 $ 4,073 $ 3,157 $ 11,384 Amortization of premises and equipment is recorded on the consolidated statement of income under occupancy and equipment.

8. Intangible assets: Computer Other Total software intangible intangible licences assets assets Year ended December 31, 2013 At January 1 $ 1,308 $ 1,495 $ 2,803

Additions 583 - 583 Amortization (450) (334) (784) Impairment loss - - -

At December 31, 2013 1,441 1,161 2,602 At December 31, 2013

Cost 2,339 7,006 9,345 Accumulated amortization

and impairment (898) (5,845) (6,743) Net book value $ 1,441 $ 1,161 $ 2,602

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8. Intangible assets (continued): Computer Other Total software intangible intangible licenses assets assets Year ended December 31, 2012 At January 1 $ 896 $ 2,162 $ 3,058

Additions 734 - 734 Amortization (322) (667) (989) Impairment loss - - -

At December 31, 2012 1,308 1,495 2,803 At December 31, 2012

Cost 1,756 7,006 8,762 Accumulated amortization

and impairment (448) (5,511) (5,959) Net book value $ 1,308 $ 1,495 $ 2,803 Amortization of intangible assets is recorded in the consolidated statement of income under general and administrative expenses.

9. Other assets: 2013 2012 Repossessed property (note 6(f)) $ 1,255 $ 785 Accounts receivable 2,539 1,267 Prepaid expenses 765 737 $ 4,559 $ 2,789

Impairment losses of $1,193,089 (2012 - $1,033,013) were recorded on repossessed property. Recoveries from repossessed property of $769,146 (2012 - $595,471) are included in fee and commission income.

other assets


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10. Borrowings: 2013 2012 Central 1 Credit Union $ 8,764 $ 38,802 Other financial institutions - 18,962 $ 8,764 $ 57,764 The credit union has three approved credit facilities totaling $268.2 million (2012 - $291.0 million). The first, with Central 1 Credit Union, is secured by a general charge over the assets of the credit union. For credit facilities with other financial institutions, security in the amount of $195.6 million (2012 - $196.2 million) is provided by a first charge against specific Canada Mortgage and Housing Corporation™ (CMHC) insured consumer mortgages. All borrowings are repayable within 12 months. The interest rate on year-end borrowings is 1.79% (2012 - range from 1.76% to 1.85%).

11. Members’ deposits: 2013 2012 Demand $ 694,783 $ 670,580 Term 1,014,885 958,412 Registered savings plans 274,675 271,796 Member shares 276 282 Accrued interest payable 11,798 11,537 $ 1,996,417 $ 1,912,607 The number of member shares issued at December 31, 2013 was 55,246 (2012 - 55,455). Member shares have a par value of $5 and entitle the holder to membership in the credit union, access to the products and services offered and to other member entitlements. Member shares do not earn interest or share in the earnings of the credit union, and are redeemed at par upon termination of membership.

Borrowings

Members’ deposits

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12. Net interest income: 2013 2012 Interest income:

Interest and dividends from investments: Available-for-sale $ 3,543 $ 3,719 Held to maturity 164 35

Interest from loans 73,051 73,775 Interest from leases receivable 21,193 21,261 97,951 98,790

Interest expense:

Interest expense on borrowings 988 1,964 Interest expense on deposits 29,601 27,730 Interest expense on securitization loan debts 4,989 5,139 35,578 34,833

$ 62,373 $ 63,957

13. Fee and commission income: 2013 2012 Fee and commission income:

Loan and leases receivable fees $ 2,558 $ 4,284 Member service fees and commissions 9,624 8,811 12,182 13,095

Fee and commission expenses:

Loan and leases receivable expenses 1,154 694 Member service expenses 1,330 1,310 Loans and leases receivable securitization fees 142 202 Other fees 521 514 3,147 2,720

Net fee and commission income $ 9,035 $ 10,375

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14. Net gains (losses) on financial instruments: 2013 2012 Net gains on available-for-sale financial assets $ 2,802 $ 757 Impairment losses on available-for-sale financial assets (374) (738) Net gains on financial instruments at fair value

through profit and loss 122 481 $ 2,550 $ 500

15. General and administrative expenses: 2013 2012 Data processing and electronic banking $ 4,625 $ 4,688 Marketing 2,994 3,261 Research and development 141 122 Sales expense 27 31 Intangible asset amortization 784 989 General administration 6,454 7,230 $ 15,025 $ 16,321

16. Retirement benefit obligations:

Retirement pensions are provided to the credit union’s employees through various pension plans, which are funded through employer contributions. The largest plan is the Westminster Savings Employee Pension Plan (WSEPP), a defined benefit plan serving the employees of Westminster Savings. The credit union provides a money purchase plan group RSP for the employees of Mercado Capital Corporation.

The credit union also participates in a multi-employer defined benefit pension plan, and a defined contribution pension plan. These two plans serve a small number of active and retired employees and are closed to new entrants. The costs and liabilities associated with these plans are not material to the financial results of the credit union.

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general and administrative expenses

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16. Retirement benefit obligations (continued):

For WSEPP, the pension expense and plan contributions are determined in consultation with independent actuaries. The plan is required to have an actuarial valuation performed once every three years. The latest actuarial valuation was performed as at December 31, 2011 and the obligation and assets as at December 31, 2013 have been estimated by the actuary by extrapolating the results from the actuarial valuation of December 31, 2011 using the assumptions noted. The next valuation will be completed in 2015, with an effective date of December 31, 2014.

(a) Funded status of defined benefit pension plans:

The funded status of the plan is the net asset or liability that reflects the difference between the fair value of plan assets and the present value of pension benefit obligations. 2013 2012 Fair value of plan assets:

Fair value of plan assets, beginning of year $ 33,713 $ 29,408 Interest income on plan assets 1,410 1,370 Return on plan assets 4,626 1,506 Employer contributions 4,226 4,811 Benefit payments (884) (811) Settlements - (2,571)

Fair value of plan assets, end of year 43,091 33,713 Present value of defined benefit obligations:

Benefit obligation, beginning of year 42,718 34,683 Current service cost 2,784 2,081 Interest cost 1,700 1,562 Benefit payments (883) (3,382) Actuarial (gain) loss (6,048) 7,116 Settlement loss - 658

Benefit obligation, end of year 40,271 42,718 Surplus (deficiency) of plan obligations over assets $ 2,820 $ (9,005)


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(b) Pension benefit expense:

The amounts recognized in the consolidated statement of income for the defined pension benefit expense were as follows: 2013 2012 Current service cost $ 2,784 $ 2,081 Net interest on net defined benefit liability (asset) 290 192 Settlement loss - 658 Pension benefit expense $ 3,074 $ 2,931

(c) Investment returns:

The expected return on defined benefit pension plan assets is determined by considering the discount rate that is used to measure the defined benefit obligation. Expected yields on fixed interest investments are based on gross redemption yields as at the date of the consolidated balance sheet. Expected returns on equity and property investments reflect long-term real rates of return experienced in the respective markets.

The actual return on plan assets was $6,035,509 (2012 - $2,876,399).

(d) Investment composition and diversification:

Pension fund assets for the defined benefit pension plan are held in a diversified and balanced fund in which the target asset allocation is mandated by the Pension Plan Investment Policy. The objective of this investment policy is to seek acceptable returns with low risk over the expected investment time horizon.

Actual asset allocation of the fair value of plan assets is as follows: 2013 2012 Equity securities 62.3% 57.6% Debt securities 28.8% 33.2% Other 8.9% 9.2% 100.0% 100.0%

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(e) Actuarial assumptions:

Assumptions regarding future mortality experience are determined based on actuarial advice in accordance with published statistics and experience in Canada. Mortality assumptions are based on the 1994 Uninsured Pensioner Mortality tables. These tables translate into an average life expectancy in years of a pensioner retiring at age 65.

The significant assumptions used in the measurement of the present value of the defined pension benefit obligation are as follows: 2013 2012 Discount rates 4.90% 4.03% Salary scale 3.00% 3.00% Inflation 2.00% 2.00%

At December 31, 2013, the weighted average duration of the defined benefit obligation was 18.2 years.

(f) Five-year summary: 2013 2012 2011 2010 2009 Present value of defined

benefit obligation $ 40,271 $ 42,718 $ 34,683 $ 28,839 $ 23,566 Fair value of plan assets 43,091 33,713 29,408 28,813 24,600 Deficit (surplus) in the plan (2,820) 9,005 5,275 26 (1,034) Experience adjustments

on plan liabilities 27 3,025 (157) 77 - Experience adjustments

on plan assets (4,626) (1,506) 1,209 (47) -


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(g) Sensitivity to changes in the discount rates:

The sensitivity of the defined benefit obligation to changes in the discount rates are shown below: 2013 2012 Discount rate:

Impact of a 1% increase $ (6,784,509) $ (7,170,000) Impact of a 1% decrease 7,174,022 9,429,000

The results shown in the sensitivity table were determined by recalculating the defined benefit obligation but only changing the assumption for which the sensitivity is required and then calculating the difference between the recalculated obligation and the actual obligation. There have been no changes from the previous period to the methods or assumptions used in preparing the sensitivity analysis.

(h) Expected contributions:

Expected contributions to the defined benefit plan for the year ending December 31, 2014 are $3,609,608.

17. Commitments:

The credit union is committed to payments for premises under operating leases, and for information systems, over the following timeframe: Premises Information leases systems No later than 1 year $ 4,927 $ 2,094 Later than 1 year and not later than 5 years 11,466 6,667 Later than 5 years 5,961 - Total $ 22,354 $ 8,761

Premises lease expense of $5,014,564 (2012 - $5,064,038) is recorded on the consolidated statement of income under occupancy and equipment expenses.

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18. Provision for income taxes: 2013 2012 Current tax:

Corporate tax on income for the year $ 3,205 $ 1,852 Total current tax 3,205 1,852 Deferred tax:

Origination and reversal of temporary difference 347 902 Change in rate of corporate tax 709 (1,411) Other (140) 578

Total deferred tax $ 916 $ 69 The combined federal and provincial basic corporate income tax rate is 25.8 % (2012 - 25.0%) of the income for the year. The tax on the credit union’s income before tax differs from the theoretical amount that would arise using the basic corporation tax rate of the credit union as follows: 2013 2012 % of % of pre-tax pre-tax Amount income Amount income Combined federal and

provincial statutory income tax rates $ 3,260 25.8% $ 4,040 25.0%

Credit union rate reduction (242) (1.9)% (994) (6.2)% Non-deductible or

taxable items 139 1.1% (7) (0.0)% Effect of change in tax rate

on deferred tax provision 469 3.7% (1,379) (8.5)% Other 495 3.9% 261 1.6%

Provision for income taxes $ 4,121 32.6% $ 1,921 11.9% The effective tax rate for 2013, based on income before tax, was 32.6% (2012 - 11.9%). The effective tax rate differed from the combined federal and provincial basic corporate income tax rate of 25.8% (2012 - 25.0%) principally because of the rate increase applicable to credit unions and the effect of a change in tax rate on deferred temporary timing differences.

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18. Provision for income taxes (continued):

In addition to the corporate tax expense charged to the consolidated statement of income, tax of $2,389,392 (2012 - $170,257) has been credited in other comprehensive income in the year, as follows: Before tax Total After tax December 31, 2013 amount tax amount Movements in available-for-sale

financial assets: Gains (losses) due to changes

in fair value $ 3,455 $ (770) $ 2,685 Gains (losses) transferred to

consolidated statement of income on impairment (603) 70 (533)

Actuarial (losses) gains on defined benefit pension plans 10,672 (1,689) 8,983

Other comprehensive income (loss) $ 13,524 $ 2,389 $ 11,135 Before tax Total After tax December 31, 2012 amount tax amount Movements in available-for-sale

financial assets: Gains due to changes

in fair value $ 3,306 $ (617) $ 2,689 Losses transferred to

consolidated statement of income on impairment (915) 265 (650)

Actuarial losses on defined benefit pension plans (5,609) 522 (5,087)

Other comprehensive income (loss) $ (3,218) $ 170 $ (3,048)

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19. Deferred tax:

Deferred taxes are calculated on temporary differences under the liability method using tax rates expected to apply when the liability is settled or the asset is realized.

(a) Deferred income tax assets are attributable to the following items:

2013 2012 Pension $ - $ 1,843 Allowance for losses on loans and leases receivable 2,417 334 Deferred revenues and intangible assets 1,828 257 Investments 24 29 $ 4,269 $ 2,463

(b) Deferred income tax liabilities are attributable to the following items: 2013 2012 Pension $ 147 $ - Leasing 7,850 3,730 Deferred expenses 478 350 Premises and equipment 284 235 $ 8,759 $ 4,315

20. Contingencies:

In the normal course of business, various claims and legal proceedings arise against the credit union. While the outcome of future outstanding actions cannot be predicted with certainty, it is the opinion of management that their resolution will not have a material effect on the credit union’s financial position.

21. Related party disclosures:

Related parties of the credit union include wholly owned subsidiaries, post-employment benefit plans, as well as directors and key management personnel and their close family members.

All subsidiaries are wholly owned, and include WS Leasing Ltd., Mercado Capital Corporation, and Westminster Savings Financial Planning Ltd. These financial statements consolidate the accounts of these subsidiaries, and accordingly all inter-company transactions and balances are eliminated upon consolidation.

Related parties include Westminster Savings Employee Pension Plan, as outlined in note 16, and Westminster Savings Foundation. The credit union paid actuarial and administration fees on behalf of the pension plan in the amount of $156,524 (2012 - $276,282). The credit union maintains deposits on behalf of the Westminster Savings Foundation of $8,694,424 (2012 - $8,158,329). The credit union paid interest on these deposits of $210,866 (2012 - $203,260).

Deferred tax

contingencies

Related party disclosures


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21. Related party disclosures (continued):

(a) Directors and key management personnel:

Directors and key management personnel includes all members of the Westminster Savings Board of Directors, and senior management at the assistant vice president level and above. This group also includes those who are close family members of the above. A number of banking transactions are entered into with directors and key management personnel in the normal course of business. These include loans, deposits and foreign currency transactions. The volumes of such transactions, outstanding balances at the year-end, and relating expense and income for the year are as follows: Loans and advances Deposits

2013 2012 2013 2012 Outstanding at January 1 $ 1,492 $ 1,238 $ 2,574 $ 1,691 Issued during the year 1,824 767 1,732 3,681 Transferred out from related

party category 922 205 - - Repayments during the year (1,772) (718) (2,983) (2,798) Outstanding at December 31 2,466 1,492 1,323 2,574 Interest income earned on loans/

paid on deposits $ 92 $ 62 $ 19 $ 29 No allowances have been recognized in respect of loans given to related parties (2012 - nil). The loans issued to directors and other key management personnel (and close family members) during the year of $1,824,423 (2012 - $767,291), are repayable monthly over a range of one to seven years and have interest rates ranging from prime minus 0.6% to prime plus 2.5% on variable rate loans and 2.89% to 5.5% on fixed rate loans. The loans advanced to the directors during the year are secured by real estate or chattels.

The above deposits are unsecured, carry variable interest rates and are repayable on demand.

(b) Key management compensation: 2013 2012 Salaries and other short-term employee benefits $ 3,936 $ 2,757 Post-employment benefits 656 1,419

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2013 annual Report


2013 MANAGEMENT DISCUSSION AND ANALYSIS ... - Personal …

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