2013-11-15T12:58:49-06:00 2012-12-31 411944416 MCGLADREY LLP 801 NICOLLET MALL SUITE 1100 MINNEAPOLIS MN 55402 990 2012-01-01 910440744 CREDIT UNIONS IN THE STATE OF WASHINGTON TWINSTAR CREDIT UNION CRED 3603579911 PO BOX 718 OLYMPIA WA 98507 KIM PETERSON 3603579911 2013-11-14 1 GERALD B KISSELL P00092658 6123324300 2012 2016-03-07 17:11:31Z JEFF KENNEDY PO BOX 718 OLYMPIA WA 98507 148227628 0 X WWW.TWINSTARCU.COM X 1937 WA TWINSTAR CREDIT UNION WAS ORIGINALLY ORGANIZED ON NOVEMBER 8, 1937 AND INCORPORATED ON JANUARY 3, 1938 AS THURSTON COUNTY TEACHERS CREDIT UNION. THE CREDIT UNION WAS FORMED WITH THE PURPOSE OF PROVIDING THE BEST POSSIBLE FINANCIAL SERVICES AT THE LOWEST POSSIBLE COST. 8 8 399 39 572814 -47326 0 0 54629743 55936057 6451899 6321308 120000 0 61201642 62257365 82861 120317 7244261 6267683 19917089 21632399 0 0 0 27572016 28611279 54816227 56631678 6385415 5625687 781351687 831339299 705636330 750028107 75715357 81311192 X TWINSTAR CREDIT UNION HELPS OUR MEMBERS GET AHEAD FINANCIALLY BY PROVIDING A VARIETY OF FINANCIAL SERVICES THAT CREATE RELATIONSHIPS AND FEATURE EXCEPTIONAL BENEFITS AND ADVANTAGES. 1 1 SHARE ACCOUNTS: TWINSTAR SAVINGS ACCOUNTS OFFER ADVANTAGES TO MEMBERS OF ALL AGES. TWINSTAR HAD 95,718 MEMBER-OWNER ACCOUNTS ON DECEMBER 31, 2012. MEMBER SAVINGS ACCOUNTS PAY DIVIDENDS MONTHLY AND OFFER ACCESS THROUGH THE BRANCH NETWORK, HOME BANKING VIA THE INTERNET OR TELEPHONE AND ATMS WORLDWIDE. SPECIAL SAVINGS ACCOUNTS ARE DESIGNED FOR CHILDREN AND TEENAGERS TO ENCOURAGE THE DEVELOPMENT OF CONSISTENT SAVINGS HABITS. CHECKING ACCOUNTS: TWINSTAR PROVIDES CHECKING ACCOUNTS FOR CONSUMERS WITH VARIOUS FEATURES, FROM FREE ACCOUNTS TO THOSE WITH ENHANCED BENEFITS. MOST OFFER DIVIDENDS THAT ARE PAID MONTHLY. ADDITIONALLY, TWINSTAR EXTENDS THE REACH OF THESE ACCOUNTS TO ALL MEMBERS WITH FREE DEBIT CARDS, INTERNET ACCOUNT ACCESS AND FREE USE OF THE INTERNET BILL PAYER PLATFORM. 60.45% OF TWINSTAR MEMBERS HAVE A CHECKING ACCOUNT. CONSUMER LOANS: TWINSTAR CREDIT UNION HAS PROVIDED VEHICLE LOANS SINCE ITS EARLY YEARS. THE CONSUMER LOAN PRODUCT LINE NOW INCLUDES EFFICIENT UNDERWRITING AND FLEXIBLE OFFERINGS FOR RECREATIONAL VEHICLES, BOATS AND MOTORCYCLES. TWINSTAR ALSO OFFERS VISA CREDIT CARDS TO MEMBERS. THIS PRODUCT LINE SATISFIES MEMBERS DIVERSE BORROWING NEEDS, FROM A SHARE SECURED CARD TO A CREDIT LINE FOR YOUNG BORROWERS TO A CARD WITH LARGER CREDIT LINES AND LOW INTEREST RATES. TWINSTAR ALSO OFFERS HOME EQUITY/REAL ESTATE LOANS AND BUSINESS LOANS. 0 0 0 0 0 0 0 1 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 26266 0 1 399 1 1 1 0 0 0 0 0 X 8 8 0 0 0 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 X KIM PETERSON 3609234408 PO BOX 718 OLYMPIA WA 98507 SCOTT HORNER 1.00 X X 0 0 0 GAYLA GJERTSEN 1.00 X X 0 0 0 RHODETTA SEWARD 1.00 X X 0 0 0 RON HASTIE 1.00 X 0 0 0 ERIK KUPKA 1.00 X 0 0 0 JOHN PARR 1.00 X 0 0 0 JOANNE SANFORD 1.00 X 0 0 0 STEVE VENABLES 1.00 X 0 0 0 KIM MARTIN 1.00 X 0 0 0 MARSHALL ELLISON 40.00 X 5077273 0 21572 JEFF KENNEDY 40.00 X 279866 0 47601 KIMBERLY PETERSON 40.00 X 94994 0 12856 DAVID RECENIELLO 40.00 X 3129 0 785 JOHN JOHNSON 40.00 X 694070 0 24700 BECKY BREEN 40.00 X 383687 0 36463 JAN SUESS 40.00 X 377482 0 32551 JOLEE ROBERTS 40.00 X 215042 0 20476 SCOTT DAUKAS 40.00 X 142573 0 51844 MARK HEGG 40.00 X 130824 0 15465 MATT DEVLIN 40.00 X 128437 0 44205 MARY SPUCK 40.00 X 123098 0 22908 7650475 0 331426 16 0 1 0 CUSTOM INC 6004 CAPITOL BLVD S TUMWATER WA 98501 DATA PROCESSING, COURIER 1657201 DIEBOLD INCORPORATED PO BOX 643543 PITTSBURGH PA 15264 ATM MAINTENANCE. ALARM MONITORING 823888 SETTLEMENT ONE 2605 CAMINO DEL RIO S 4TH FLOOR SAN DIEGO CA 92108 APPRAISAL SERVICES 544364 DANIELS-BROWN COMMUNICATIONS 2516 CEDAR PARK LOOP SE OLYMPIA WA 98501 ADVERTISING/CREATIVE SERVICES 302945 BANCVUE LTD 4516 SETON CENTER PRKWY STE 300 AUSTIN TX 78759 CHECKING PROGRAM MAINTENANCE 288000 15 INTEREST ON LOANS 522100 31955293 31955293 FEES AND CHARGES 522100 17534944 16962130 572814 VISA/INTERCHANGE INCOME 522100 6392223 6392223 OTHER INCOME 522100 53597 53597 55936057 1940547 1940547 90351024 85970263 4380761 4380761 4380761 62257365 55363243 572814 6321308 68989 51328 6267683 7087028 9768136 518246 3083755 1175234 58478 201378 3495277 1208555 3645854 1880957 2263845 217583 617111 89 167715 2453715 303773 PROVISION FOR LOAN LOSS 5311784 MEMBER SERVICES 4172046 REO EXPENSE/LOSS 1006306 LOAN SERVICING EXPENSES 808026 798787 56631678 92694753 82084741 3249239 2829819 519359326 549486151 48309570 19953767 29414555 28355803 87739671 114163378 19246740 22927058 29647403 31492349 781351687 831339299 12631461 12304873 3061612 2594358 689943257 735128876 705636330 750028107 X 0 0 0 0 75715357 81311192 75715357 81311192 781351687 831339299 X 5625687 434777 -464629 X 0 1 X 1 0 0 1 X 6210917 6210917 24733015 8234360 16498655 3535470 1879602 1655868 13830168 9839805 3990363 28355803 SHAREHOLDER DEPOSITS 733729296 DEFERRED COMPENSATION LIABILITIES 1399580 735128876 62257365 0 62257365 0 62257365 56631678 0 56631678 0 56631678 PART IV, LINE 2B: WHEN OUR MORTGAGE SERVICER (MS) RECEIVES LOAN PAYMENT FROM OUR MEMBERS, THEY REMIT THE FUNDS TO THE CU VIA ACH. THE FUNDS ARE HELD IN A CUSTODIAL ACCOUNT AND ARE APPLIED TO THE APPROPRIATE GENERAL LEDGERS AT THE BEGINNING OF THE MONTH. TAXES AND INSURANCE PAYMENTS COLLECTED BY OUR MS ARE ALSO HELD IN A CUSTODIAL ACCOUNT AND PERIODIC WITHDRAWALS ARE MADE AS ESCROW ITEMS ARE PAID. 1 THREE RIVERS MALL 351 THREE RIVERS DRIVE STE 116 KELSO WA 98632 900750824 6000 FESTIVAL OF GIVING SPONSORSHIP 0 1 2012 CLASSROOM CASH AWARDS 208 25328 2012 HIGH SCHOOL SCHOLARSHIPS 18 18000 2012 HIGHER EDUCATION SCHOLARSHIPS 8 8000 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: SCHOLARSHIPS ARE MADE PAYABLE TO THE ACCEPTING EDUCATIONAL INSTITUTIONS. SALES RECEIPTS ARE REQUIRED TO BE SUBMITTED FOR CLASSROOM CASH USAGE. X X 1 1 X X X 0 1 0 MARSHALL ELLISON 227591 0 0 0 4849682 0 15000 0 6572 0 5098845 0 1425893 0 JEFF KENNEDY 266347 0 0 0 13519 0 35338 0 12263 0 327467 0 0 0 JOHN JOHNSON 191429 0 0 0 502641 0 15000 0 9700 0 718770 0 192109 0 BECKY BREEN 132918 0 0 0 250769 0 15000 0 21463 0 420150 0 61684 0 JAN SUESS 124691 0 0 0 252791 0 15000 0 17551 0 410033 0 71694 0 JOLEE ROBERTS 22474 0 0 0 192568 0 11886 0 8590 0 235518 0 0 0 SCOTT DAUKAS 142056 0 0 0 517 0 38382 0 13462 0 194417 0 0 0 MATT DEVLIN 127812 0 0 0 625 0 37177 0 7028 0 172642 0 0 0 PART I, LINE 1A TRAVEL FOR COMPANIONS - SPOUSE/DOMESTIC PARTNER EXPENSES WILL BE PAID BY THE CREDIT UNION AND ARE INCLUDED IN THE BUDGET. A 1099-MISC IS ISSUED TO THE BOARD MEMBER PROVIDED THE $600 REPORTING THRESHOLD IS MET. HEALTH OR SOCIAL CLUB DUES - THE CREDIT UNION PURCHASED A GOLF MEMBERSHIP FOR THE CEO, WHICH IS USED TO TAKE VENDORS AND BUSINESS ASSOCIATES GOLFING WHEN THEY ARE IN TOWN. PART I, LINE 4B THE FOLLOWING EXECUTIVES PARTICIPATED IN A NON-QUALIFIED RETIREMENT PLAN AND RECIEVED THE FOLLOWING PAYOUTS DURING 2012. MARSHALL ELLISON - $4,755,728 JOHN JOHNSON - $500,000 BECKY BREEN - $250,000 JAN SUESS - $250,000 NEW PROGRAM SERVICES FORM 990, PART III, LINE 2 PREFERRED BUSINESS PARTNERSHIP OFFERS SPECIAL MONEY-SAVING SERVICES AND BENEFITS TO BUSINESS MEMBERS SUCH AS FREE HEALTH CARE BENEFITS ANALYSIS, WAIVED ACH MONTHLY FEE, FREE BUSINESS ONLINE BANKING AMONG OTHERS AND WORKPERKS BENEFITS FOR THEIR EMPLOYEES WHICH INCLUDE ONE FREE BOX OF CHECKS UPON OPENING A NEW CHECKING ACCOUNT. CHANGES IN PROGRAM SERVICES FORM 990, PART III, LINE 3 CHANGED HOURS OF OPERATIONS: ELIMINATED EARLY MORNING HOURS AND ADDED SATURDAY HOURS FOR OUR MEMBERS' CONVENIENCE. VETERAN'S FAMILY FUND CERTIFICATE - AN INSURED ACCOUNT THAT BENEFITS MILITARY VETERANS AND FAMILIES HAS BEEN DISCONTINUED DUE TO A VERY LOW PARTICIPATION IN THE PROGRAM. THE VISA INSTANT ISSUANCE ALLOWS THE CREDIT UNION TO INSTANTLY PRODUCE AND/OR RE-PIN PLASTIC CARDS. THIS INCLUDES ATM CARDS, DEBIT CARDS, AND ALL CREDIT CARDS. SKIP A PAYMENT PROGRAM FOR FIXED RATE LOANS - CHANGED FROM BEING OFFERED DURING THE HOLIDAYS NOW MEMBERS CAN APPLY FOR IT ONCE A YEAR AT THE TIME THEY SELECT. FORM 990, PART VI, SECTION A, LINE 6 THE CREDIT UNION'S MEMBERS HAVE RIGHTS TO ELECT THE MEMBERS OF THE GOVERNING BODY. THE CREDIT UNION'S MEMBERS ALSO RECEIVE A SHARE OF THE ORGANIZATION'S PROFITS IN THE FORM OF CASH DIVIDENDS. FORM 990, PART VI, SECTION A, LINE 7A MEMBERS OF THE CREDIT UNION HAVE THE RIGHT TO ELECT ONE OR MORE MEMBERS OF THE ORGANIZATION'S GOVERNING BODY, WHETHER PERIODICALLY, AS VACANCIES ARISE, OR OTHERWISE. FORM 990, PART VI, SECTION A, LINE 7B MEMBERS OF THE CREDIT UNION HAVE THE RIGHT TO APPROVE THE GOVERNING BODY'S ELECTION AND REMOVAL OF MEMBERS OF THE GOVERNING BODY, AS WELL AS OTHER MATTERS THAT ARE SUBJECT TO THE APPROVAL OF MEMBERS OF THE CREDIT UNION AS THEY OCCUR. FORM 990, PART VI, SECTION B, LINE 11 THE 990 IS REVIEWED BY THE CONTROLLER AND THE CFO. A COPY WILL BE PRESENTED TO THE BOARD OF DIRECTORS PRIOR TO ELECTRONICALLY FILING FORM 990 WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, AT THE ORGANIZATIONAL MEETING, THE DIRECTORS, SUPERVISORY COMMITTEE AND BOARD COMMITTEE MEMBERS REVIEW AND SIGN THE VOLUNTEER CODE OF ETHICS POLICY NO. 116 AND PROCEDURE NO. 1091. EACH SIGNS AN ACKNOWLEDGEMENT AND AGREEMENT, A STATEMENT OF DISCLOSURE, AND A PERSONAL BACKGROUND AND RELATIONSHIPS FORM. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD MEETS IN EXECUTIVE SESSION AND DETERMINES COMPENSATION FOR THE PRESIDENT/CEO BY REVIEWING 1) COMPARABILITY DATA PROVIDED BY A HUMAN RESOURCES VENDOR, 2) THE RESULTS OF MANAGEMENTS GOALS FOR THE YEAR, AND 3) THE RESULTS OF THE PRESIDENT/CEO EVALUATION AND SCORING SHEET COMPLETED BY EACH BOARD DIRECTOR. COMPENSATION FOR VICE PRESIDENTS/OFFICERS IS DETERMINED BY THE PRESIDENT/CEO AFTER REVIEWING COMPARABILITY DATA PROVIDED BY A HUMAN RESOURCES VENDOR AND REVIEW OF THE PROGRESS AND RESULTS OF MANAGEMENTS GOALS. FORM 990, PART VI, SECTION C, LINE 19 A. AVAILABILITY AND DISCLOSURE OF CORPORATE RECORDS TO MEMBERS. CREDIT UNION MEMBERS HAVE THE RIGHT TO BE PROPERLY INFORMED OF THE CREDIT UNION OPERATIONS. IN ORDER TO BE PROPERLY INFORMED, THE CREDIT UNION RECOGNIZES THE NEED TO MAKE AVAILABLE TO AND DISCLOSE CERTAIN CREDIT UNION CORPORATE RECORDS UPON REQUEST. CONSISTENT WITH THE ACT AND THEIR FIDUCIARY RESPONSIBILITIES, THE BOARD HAS DEVELOPED THE FOLLOWING GUIDELINES FOR DISCLOSURE OF CREDIT UNION CORPORATE RECORDS THAT FAIRLY BALANCE THE CREDIT UNION MEMBERS' RIGHT TO BE INFORMED AND THE NEED FOR THE CREDIT UNION TO PROTECT CONFIDENTIAL AND PROPRIETARY DOCUMENTS OF THE CREDIT UNION AND PRIVACY INFORMATION OF EMPLOYEES. GUIDELINES FOR REQUESTING CREDIT UNION CORPORATE RECORDS- A MEMBER REQUESTING ANY CREDIT UNION CORPORATE RECORDS MUST SPECIFICALLY IDENTIFY THE DISCLOSABLE RECORDS REQUESTED. THE CREDIT UNION MAY REQUIRE THE MEMBER TO SIGN A CONFIDENTIALITY AGREEMENT TO PROTECT THE CREDIT UNION FROM UNAUTHORIZED DISCLOSURE OF CERTAIN PROPRIETARY INFORMATION (CREDIT UNION RECORDS II-VII LISTED BELOW). B. AVAILABILITY AND DISCLOSURE OF CREDIT UNION CORPORATE RECORDS. UPON A PROPER REQUEST, THE CREDIT UNION WILL MAKE THE FOLLOWING DOCUMENTS AVAILABLE TO MEMBERS: I. ARTICLES AND BYLAWS. (CONFIDENTIALITY AGREEMENT NOT REQUIRED) II. MINUTES OF MEMBERSHIP MEETINGS. III. ANNUAL FINANCIAL REPORT IV. FINANCIAL REPORTS AND FORMS. 5300 CALL REPORTS. FORM 990 (SUBJECT TO THE CREDIT UNION'S DISCLOSURE GUIDELINES FOR FORM 990). V. CODE OF ETHICS. VI. CORPORATE GOVERNANCE POLICIES. CORPORATE GOVERNANCE GUIDELINES FOR MEMBERS MEETINGS AND ACTIONS. MEMBERS RIGHTS POLICY. VII. BOARD OF DIRECTORS AND SUPERVISORY COMMITTEE. NAMES, BIOGRAPHICAL INFORMATION, AND COMMITTEE ASSIGNMENTS. C. LIMITED ACCESS TO CREDIT UNION RECORDS. THE CREDIT UNION DOES NOT MAKE ALL CREDIT UNION RECORDS AVAILABLE TO GENERAL MEMBER REQUESTS DUE TO THE CONFIDENTIAL AND PROPRIETARY NATURE OF THE INFORMATION CONTAINED IN THE RECORDS, THE DISCLOSURE OF WHICH WOULD CREATE A COMPETITIVE OR REPUTATION RISK TO THE CREDIT UNION AND AN INVASION OF PRIVACY OF MEMBERS' AND EMPLOYEES' PERSONAL INFORMATION. THE CREDIT UNION CANNOT DISCLOSE MEMBER NAMES OR ACCOUNT INFORMATION OR MAKE AVAILABLE A MEMBERSHIP LIST UNLESS REQUIRED BY LAW. SIMILARLY, THE CREDIT UNION DOES NOT MAKE MINUTES OF BOARD OF DIRECTOR MEETINGS AVAILABLE DUE TO PROPRIETARY, STRATEGIC BUSINESS, AND PRIVATE EMPLOYMENT MATTERS ADDRESSED AT SUCH MEETINGS. MEETINGS OF THE BOARD AND BOARD COMMITTEES ARE OPEN TO THE BOARD MEMBERS, SUPERVISORY COMMITTEE MEMBERS, BOARD COMMITTEE MEMBERS, AND SUCH CREDIT UNION MANAGEMENT AS THE BOARD INVITES TO SUCH MEETINGS. IN ACCORDANCE WITH THE ACT, BOARD AND BOARD COMMITTEE MEETINGS ARE NOT OPEN TO THE GENERAL MEMBERSHIP DUE TO THE STRATEGIC BUSINESS, PRIVATE FINANCIAL AND EMPLOYMENT RELATED INFORMATION DISCUSSED AT SUCH MEETINGS. ALSO, THE CREDIT UNION, AS A MATTER OF LAW, CANNOT DISCLOSE THE CONTENTS OF ANY EMPLOYMENT OR BENEFITS AGREEMENT OF ANY EMPLOYEE INCLUDING THE CEO. THE CREDIT UNION, IN ITS SOLE DISCRETION AND ON A CASE-BY-CASE REQUEST AND DETERMINATION, MAY CONSIDER A SPECIFIC RECORD REQUEST WITH RESPECT TO THE OTHER TYPES OF CREDIT UNION RECORDS BALANCING THE MEMBER'S NEED FOR THE INFORMATION AND THE CREDIT UNION'S NEED TO PROTECT SUCH RECORDS OR INFORMATION FROM DISCLOSURE. THE CREDIT UNION MAY REQUIRE THE MEMBER TO SIGN A CONFIDENTIALITY AGREEMENT TO PROTECT THE CREDIT UNION FROM UNAUTHORIZED DISCLOSURE OF ANY PROPRIETARY INFORMATION. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: RECLASS ADJUSTMENT FOR GAIN ON SALE OF AFS INVESTMENTS -464,629. THE PARAGON CONSULTING GROUP FKA FULCRUM CONSULTING LLC 711 CAPITOL WAY SOUTH STE 708 OLYMPIA WA 98501 260473592 CONSULTING WA 2122446 873237 TWINSTAR CREDIT UNION CREDIT UNION SERVICES THROUGH OPERATIONS MANAGEMENT INC 6004 CAPITAL BLVD SOUTH TUMWATER WA 98501 911283584 DATA PROCESSING WA TWINSTAR CREDIT UNION C 1529090 61083 1.00000 0 1 0 0 1 0 0 1 0 0 1 0 1 1 1 1 1 0 0 0 CREDIT UNION SERVICES THROUGH OPERATIONS MANAGEMENT INC A 86365 ACTUAL AMOUNT CREDIT UNION SERVICES THROUGH OPERATIONS MANAGEMENT INC M 1535248 ACTUAL AMOUNT