Friday, June 29, 2018

Louisville Metro Police Officers Credit Union Liquidated

The Kentucky Department of Financial Institutions on June 29 appointed the National Credit Union Administration (NCUA) as liquidating agent of Louisville Metro Police Officers Credit Union of Louisville.

Commonwealth Credit Union of Frankfort, Kentucky, immediately assumed Louisville Metro Police Officers Credit Union’s membership, shares, loans, and all other assets.

Louisville Metro Police Officers Credit Union was placed into conservatorship by NCUA on December 15, 2017.

The decision to liquidate Louisville Metro Police Officers Credit Union and discontinue its operations was made after determining the credit union was insolvent and had no prospect for restoring viable operations.

As of March 31, 2018, the credit union had a net worth ratio of negative 10.38 percent. The credit union posted a loss of approximately 1.7 million during the first quarter of 2018.

Alleged financial crimes at Louisville Metro Police Officers CU contributed to the credit union's failure.

At the time of liquidation and subsequent purchase by Commonwealth Credit Union, Louisville Metro Police Officers Credit Union served 3,349 members and had assets of approximately $20 million, according to the credit union’s most recent Call Report.

This is the third credit union to be liquidated in 2018 and the first Kentucky credit union to be liquidated, since IBEW Local 818 Federal Credit Union on July 10, 2014.

Read NCUA's Press Release.

Thursday, June 28, 2018

Credit Union Odds and Ends

The following three credit union tidbits caught my attention. The first deals with the ending of subsidized government office space for a credit union. The second involves a credit union funding a construction loan for $5.36 million. The third item discusses how large executive salaries became the norm at Municipal Credit Union.

No More Taxpayer Subsidized Office Space for a Connecticut Credit Union.

The City of Groton (Connecticut) decided to not renew the lease of Groton Municipal Employees Federal Credit Union.

The credit union operated in the basement of the municipal building and paid $1 per year to the city for the space.

The credit union will move to the Groton Shopping Plaza on Plaza Court and pay market prices for the space.

Read the story.

Technology CU Funds $5.36 Million Construction Loan

Technology Credit Union provided a $5.36 million multi-family construction loan to Panoramic Interests.

The loan will fund the development of a four-story, modular-designed, 22-unit studio apartment building in Berkeley, California.

Each studio apartment will be about 365 square feet and will come completely furnished. The apartments will include nine-foot ceilings, stainless steel energy star appliances, bike storage for residents, high-efficiency lighting, low-flow plumbing fixtures and enhanced indoor air quality.

Read the press release.

Paper: Big Salaries Became the Norm at Municipal Credit Union

The Chief wrote that the large compensation packages have become the norm at scandal-plagued Municipal Credit Union (New York, NY).

Beside almost $6 million in 2016 compensation to Municipal's former CEO Kam Wong, who has been accused of embezzling funds from the credit union and banned by the National Credit Union Administration from further participation in the affairs of any credit union, the story noted 3 other employees had total 2016 compensation in excess of $600,000 and another 3 employees earned in excess of $500,000.

Click here for the credit union's 2016 Form 990.

Tuesday, June 26, 2018

Op-Ed: Larger CUs Should Be Subject to Same Regulations as Banks

In an American Banker op-ed, Aaron Klein, a fellow at the Brookings Institution and policy director at the Center on Regulation and Markets, calls for banklike credit unions to be subject to the same regulations as banks.

Klein stated there is a handful of large credit unions that "want to grow into national financial institutions, serving anyone and everyone."

Klein identifies Pentagon Federal Credit Union (PenFed) with its aggressive growth strategy as the poster child of these mega credit unions.

The op-ed noted that anyone can join PenFed, which contradicts the concept of common bond.

Klein wrote: "If anyone can be part of your field of membership, then you should have a duty to adequately serve everyone."

Klein called on the National Credit Union Administration to require the largest credit unions comply with Community Reinvestment Act to ensure they remain committed to their missions and communities, not cherry-picking high-dollar customers.

He also called for disclosure of credit unions’ executive salaries, as nearly every other nonprofit organization is required to do.

Read the BankThink opinion.

Monday, June 25, 2018

Judge Rules CFPB Structure Is Unconstitutional

A federal judge on June 21 ruled that the Consumer Financial Protection Bureau’s structure is unconstitutional.

Specifically, the judge noted that the existence of a single powerful director who cannot be removed at will by the president is unconstitutional.

In her decision, Judge Loretta Preska forbade the CFPB from pursuing its lawsuit -- which it filed together with the state of New York -- against New Jersey-based RD Legal Funding.

The lawsuit alleged that the company misled customers into entering cash advance agreements that functioned as usurious loans that were void under state law. She added that the New York attorney general would be permitted to proceed with its lawsuit independently.

Judge Preska’s ruling contradicts a ruling earlier this year by the D.C. Circuit Court of Appeals, which found in a complex ruling that the limitation on the president’s power to remove is consistent with Supreme Court rulings on other federal agencies, including the Federal Trade Commission and the Securities Exchange Commission.

Read the order.

Friday, June 22, 2018

NCUA Board Amends FOM Rule and Provides Greater Transparency Regarding Voluntary Mergers

The National Credit Union Administration (NCUA) Board finalized on June 20th two rules amending the agency’s regulations governing its chartering and field-of-membership (FOM) rules with respect to applicants for a community charter and providing members of federally insured credit unions with greater transparency when those credit unions seek voluntary mergers.

The NCUA Board decided not raise the population limit for a presumptive community in its FOM rule. The Board had proposed raising the population threshold for a presumptive community charter from 2.5 million people to 10 million people.

The final FOM rule made the following changes:
  • An applicant for an original community charter, conversion, or expansion has the option of submitting a narrative, with sufficient supporting documentation, to establish the existence of the required well-defined local community;
  • The agency will hold a public hearing on narrative applications where the proposed community’s population exceeds 2.5 million; and
  • For communities that are subdivided into metropolitan divisions, the Board will permit an applicant to designate a portion of the area as its community, regardless of division boundaries.
NCUA staff during the briefing stated that credit unions affected by the March 29 court order would not be allowed to use the narrative approach to regain communities that were invalidated.

The rule will become effective on September 1, 2018.

The Board also finalized a rule that would better inform members of a federally insured credit union seeking a voluntary merger and would give members more time to consider their votes.

Specifically, the final rule will:
  • Increase the minimum required time for notice to members before a merger vote to 45 days;
  • Require the merging credit unions to disclose merger-related compensation increases above $10,000 or 15 percent of compensation, whichever is greater, for certain employees and officials of the merging credit union;
  • Clarify the contents and format of the members’ notice to provide better information; and
  • Provide a method to communicate to the NCUA regarding the proposed merger.
The final rule goes into effect on October 1, 2018.

Read the press release.

Thursday, June 21, 2018

Mid Oregon Acquires $21 Million High Desert Bank

Mid Oregon Federal Credit Union (Bend, OR) has completed its acquisition of the assets and liabilities of High Desert Bank (Bend, OR).

The agreement has been in negotiations for several months and received regulatory approval at the end of May. The transaction closed on June 15.

High Desert Bank has one office and approximately $21 million in assets.

Mid Oregon has $289 million in assets.

Read the story.

83 Percent of CUs Posted a Profit in Q1 2018

A greater percentage of federally insured credit unions were profitable during the first quarter of 2018 compared to a year ago.

Nationally, 83 percent of federally insured credit unions had positive net income during the first quarter of 2018, compared to 77 percent in the first quarter of 2017.

The following table shows the number of credit unions that posted a profit in the first quarter of 2018 by asset size category. As the size of the credit union increases, the likelihood of posting a profit rises.

Wednesday, June 20, 2018

Washington Regulator: Member Deposits Are the Personal Property of the Credit Union

An interpretive letter issued by the Washington Division of Credit Unions states that a deposit is the personal property of a credit union.

The interpretive letter addresses the transfer or sell of some of a credit union's deposits to another Washington state-chartered credit union.

The letter states that according to state law a Washington state-chartered credit union may “dispose of its interests in personal property.” The state credit union regulator believes this includes "a sale or transfer of its interest in those deposits." It is clear that the state regulator views these member deposits as personal property of the credit union or "[a]t the very least, a deposit confers upon the credit union a right to use those funds, which is a property right of the credit union."

No where in the letter does it say that members approval is required when these deposits are transferred from one credit union to another.

It is clear from this interpretive letter that the Washington Division of Credit Unions believes credit union shareholders are similar bank depositors, not owners.

The letter also addresses other issues for credit unions accepting deposits including,
  • it may only accept member deposits, unless it is a low-income designated credit union;
  • it will need to verify that the transferred deposits are from persons who qualify as a member and determine their application requirements;
  • it is required to conduct its own customer due diligence in compliance with the Bank Secrecy Act; and
  • it should as best practice identify any members from the transferred deposits that would, as a result, exceed federal deposit insurance limits and allow such members to withdraw transferred funds without penalty for a short period of time before or after the credit union accepts the transferred deposits.

Monday, June 18, 2018

Rodney Hood to be Nominated to a Second Term on the NCUA Board

President Trump announced his intention to nominate Rodney Hood to be a member of the National Credit Union Administration (NCUA) Board for the remainder of a six year term expiring August 2, 2023.

If confirmed, this will be Hood's second tenure on the NCUA Board. He previously served on the NCUA Board from 2005 to 2010.

Rodney Hood currently serves as a corporate responsibility manager for JPMorgan Chase and Co., where he manages national partnerships with organizations that serve community development, civil rights, and disability community.

Read more.

10 Most Expensive NPCU Failures to the NCUSIF

Based upon information obtained from the National Credit Union Administration through a Freedom of Information Act, the following table lists the 10 most expensive natural person credit union (NPCU) failures to the National Credit Union Share Insurance Fund (NCUSIF).

The losses to the NCUSIF are based upon estimates at the time of the credit union's failure that was from public documents.

However, estimated versus actual losses may diverge.

Friday, June 15, 2018

Auction: 131 Medallions Sold at $170,000 Each, A Pool of 8 Medallions Fetches $250,000 Apiece

Crain's New York Business is reporting that a hedge fund paid $170,000 apiece for 131 New York City taxi medallions at an auction on June 14. The winning bid came to $22,270,000.

A separate pool of eight medallions sold for $2 million, or $250,000 apiece.

All 139 of the medallions were once the property of Evgeny "Gene" Freidman, a taxi operator known as the Taxi King.

This indicates that New York City taxi medallion prices are down about 80 percent, since peaking in 2014 at over $1 million.

Read the story.

Almost Half of CUs Saw a Drop in Membership

The National Credit Union Administration (NCUA) is reporting that almost half of all federally insured credit unions at the end of the first quarter of 2018 had fewer members than a year ago.

Membership declined by negative 0.1 percent at the median.

Almost seventy-five percent of the credit unions reporting a loss in members were under $50 million in assets.

NCUA is reporting that in 18 states the median membership growth rate was negative for the first quarter of 2018. At the median, membership declined the most in the District of Columbia (-2.1 percent). Pennsylvania saw a membership decline at the media of 1.3 percent.

Wednesday, June 13, 2018

Substituting a Higher Net Worth Ratio for Risk-Based Capital Requirement

The National Credit Union Administration's risk-based capital rule is very controversial for credit unions and their trade associations.

However, recent legislation may allow the National Credit Union Administration (NCUA) to substitute a higher net worth ratio for the risk-based capital requirement for complex credit unions with less than $10 billion in assets.

A complex credit union has assets of $100 million or more.

This would require combining Section 1790d(c)2 of the Federal Credit Union Act with Section 201 of the newly enacted S. 2155 (Economic Growth, Regulatory Relief, and Consumer Protection Act).

First, Section 201 of S. 2155 requires that the Federal banking agencies establish a community bank leverage ratio of tangible equity to average consolidated assets of not less than eight percent and not more than ten percent. Banks with less than $10 billion in total consolidated assets who maintain tangible equity in an amount that exceeds the community bank leverage ratio will be deemed to be in compliance with capital and leverage requirements. In other words, banks that adopt the heightened leverage ratio would opt out of the risk-based capital requirements.

Second, Section 1790d(c)2 of the Federal Credit Union Act states that if Federal banking agencies increase or decrease the required minimum level for the leverage limit, the NCUA Board may correspondingly adjust one or more of its Prompt Corrective Action net worth ratios in consultation with the Federal banking agencies by an amount equal to, not more than, the difference between the new minimum requirement established by bank regulators and 4 percent of total assets.

If NCUA Board decides to pursue this approach, complex credit unions would be allowed to opt for a higher minimum leverage ratio, which could be 300 to 500 basis points higher depending on the final decision by federal banking regulators, in return they would not longer be subject to NCUA's risk-based capital requirements. Complex credit unions that do not meet the higher net worth requirement would be subject to the current and future net worth regulatory regime.

For example, as of the end of 2017, 917 complex credit unions with less than $10 billion in assets had a net worth ratio of at least 10 percent and 425 complex credit unions had a net worth ratio of at least 12 percent.

This substitution of a higher leverage ratio for a risk-based capital rule would provide regulatory relief to many complex credit unions by simplifying their capital calculations.

Tuesday, June 12, 2018

OD Revenues at Credit Unions Post Large Y-o-Y Gain

Credit union overdraft (OD) revenues post large year-over-year increase.

OD revenues at credit unions rose by 6.6 percent in the first quarter of 2018 compared to the first quarters of 2017, according to Moebs $ervices.

Moebs $ervices noted that OD revenues at banks and thrifts fell over the same time period by 1.3 percent and 6.6 percent, respectively.

The same trend applies to the number of OD transactions. The analysis found that the number of ODs at credit unions rose 5.9 percent year-over-year, while bank and thrift OD transactions fell 1.3 percent and 6.6 percent, respectively.

The study concluded that "[c]redit unions want fee revenue, and overdrafts is a huge part of this strategic grab to obtain non-interest income." .

Monday, June 11, 2018

Four NYC Taxi Medallions Sold for $180,000 Each

At a June 11th auction, the National Credit Union Administration acting as the liquidating agent of failed First Jersey Credit Union sold 4 New York City taxi medallions for $180,000 each.

While there were numerous onlookers at the auction, there was only one bidder according to a source.

In related news, a stalking horse bid for 131 out of 139 New York City taxi medallions of $22.7 million or $170,000 per medallion was accepted by the trustee. The next acceptable bid for the 131 medallions will be $23,160,800 or $176,800 per medallion. The other eight medallions will be placed into a separate bidding pool. The auction is scheduled for June 14th.

Some CU Groups Burning through Cash

Several credit union trade organizations in recent years are burning through cash like there is no tomorrow.

The lack of fiscal discipline at some credit union organizations has caused some readers of this blog to express concerns.

For example, the Credit Union Executive Society (CUES) posted four consecutive years of losses, according to its most recent Form 990s. Losses were $660,027 in 2016, $699,019 in 2015, $493,721 in 2014, and $555,721 in 2013.

The World Council of Credit Unions (WOCCU) reported losses for 2015 and 2016 of $729,955 and $1,045,977, respectively. WOCCU"s Form 990s showed a more than 50 percent cut in grants, gifts and contributions from almost $11.8 million in 2014 to less than $5.5 million in 2016. The organization's net assets fell from over $2 million in 2015 to $411 thousand at the end of calendar year 2016.

The Credit Union National Association (CUNA) reported in its minutes from the December Board meeting that the association would post a loss of $4.9 million for 2018. The loss was primarily due to the vacating its current office space at the cost of $4 million for new offices in Washington, D.C. However, CUNA expects almost $1 million in annual savings over the next 10 years on its new lease.

Unlike CUES and WOCCU, I believe CUNA's loss is a one-off event; but credit unions that belong to CUNA should carefully monitor CUNA's finances.

Friday, June 8, 2018

Georgia Regulator Approves Bank Merger with CU

The Georgia Department of Banking and Finance approved the application of dissolution for State Bank of Georgia (Fayetteville, GA) and its merger with Georgia's Own Credit Union.

The approval date was May 22, 2018.

Read the May 2018 Bulletin.

In a related story, the Filene Research Institute recently released a report on Credit Unions' Acquisition of Banks and Thrifts. Click hereto listen to an interview with the author of the study, a lawyer who has worked on most of these deals, and a credit union executive who did a bank merger transaction.

Thursday, June 7, 2018

VyStar CU Buying the SunTrust Tower in Jacksonville (FL)

VyStar Credit Union (Jacksonville, FL) is buying the 23-story SunTrust Tower in Downtown Jacksonville and will rename the building VyStar Tower.

VyStar expects to close on the purchase of the almost 400,000 square-foot building in the next 30 to 45 days.

It will take a period of 12 to 18 months for $7.6 billion Vystar to relocate its headquarters.

The price tag of the transaction was not disclosed.

Read the story.

Credit Unions Report an Increase in Consumer Credit in April

Outstanding consumer credit at credit unions grew albeit at a slower pace in April, according to the Federal Reserve.

Outstanding consumer credit at credit unions rose by approximately $3 billion in April to $435.4 billion. In comparison, consumer credit expanded by $6 billion in March.

Revolving credit at credit unions edged higher by almost $200 million to $57.1 billion in April -- reversing a 3-month decline.

Nonrevolving credit increased by nearly $2.9 billion in April to $378.4 billion.

Wednesday, June 6, 2018

FICUs Post Solid First Quarter Performance

The National Credit Union Administration reported today strong asset, loan, and deposit growth at federally-insured credit unions (FICUs) during the first quarter of 2018.

During the first quarter, assets grew by 2.7 percent to almost $1.42 trillion, loans expanded by 1.5 percent to $971.9 billion, and total shares and deposits were up 3.8 percent to $1.2 trillion.

Indirect loans grew by 3.5 percent during the first quarter to $201.3 billion. Indirect loans account for 20.71 percent of all loans.

Since deposits expanded at a faster rate than loans, the loan-to-share ratio at federally-insured credit unions fell from 82.56 percent at the end of 2017 to 80.75 percent as of March 2018.

FICUs reported a $3.1 billion increase in net worth during the first quarter of 2018 to $154.2 billion. The industry's net worth ratio fell by 7 basis points during the quarter to 10.88 percent as of March 2018; however, it is up 19 basis points from a year ago.

As of March 2018, 40 FICUs were undercapitalized with a net worth ratio below 6 percent including 7 credit unions with leverage ratios below 2 percent.

Credit unions reported an almost $9.5 million increase in subordinated debt counting as net worth to $232.9 million during the first quarter.

Net Income Up 35.4 Percent Year-over-Year

Net income at federal credit unions was up 35.4 percent year-over-year to $3.14 billion at the end of the first quarter.

The return on average assets (ROAA) was 0.90 percent at the end of the first quarter of 2018 -- up 12 basis points from last quarter and 19 basis points from a year ago. Factors contributing to the higher ROAA during the first quarter were higher net interest margins (+4 basis points), fee and other income (+6 basis points), and non-operating income (+1 basis point). Lower operating expenses added 1 basis point to ROAA.

Loan Quality Improved During Q1

FICUs reported fewer delinquent loans during the first quarter of 2018. Delinquent loans fell by 18.1 percent during the quarter to $6.4 billion as of March 31, 2018. Also, loans 30 to 59 days past due declined by 14 percent during the quarter to $8.7 million.

Net charge-offs were $1.44 billion on March 31, 2018. In comparison, net charge-offs were $1.28 billion a year earlier.

The delinquency rate on loans fell by 15 basis points during the quarter to 0.66 percent as of March 31, 2018, while the net charge-off rate was flat during the quarter at 0.60 percent.

Troubled debt restructured loans were nearly flat during the quarter at $8.95 billion.

Read the press release.

Q1 Chart Book.

Tuesday, June 5, 2018

ABA Files Appeal of NCUA's FOM Rule

The American Bankers Association (ABA) on June 5 filed a cross-appeal in its legal challenge to the National Credit Union Administration’s field of membership (FOM) rule.

The cross-appeal specifically challenged a portion of the recent decision by a D.C. circuit court judge upholding provisions of the rule that permit credit unions to serve core-based statistical areas without serving the urban core that defines the area. While Judge Dabney Fredrich upheld that provision in her ruling in March, she noted that “the approach to Core-Based Statistical Areas pushes against the outer limits of reasonableness.”

Judge Fredrich also declared invalid and vacated two portions of the NCUA rule: (1) the inclusion of combined statistical areas with fewer than 2.5 million people and (2) the dramatic expansion of a “rural area” to include areas with up to 1 million people — which in some cases could encompass entire states.

On May 23, NCUA filed a notice of appeal.

Monday, June 4, 2018

Large CU Executive Pay Was 13 Times Higher Than Average CU Employee Pay

In 2016, chief executive compensation at large state chartered credit unions was on average 13.12 times the average employee salary and benefits in 2016.

The median ratio of chief executive compensation to average employee salary and benefits was 10.22.

To calculate average credit union employee compensation, the analysis divided the Call Report line item Employee Compensation & Benefits by Full Time Equivalent Employees. Full Time Equivalent Employees = The Number of Full Time Employees + (0.5 times the Number of Part Time Employees).

A large state chartered credit union had at least $1 billion in assets.

Premier America Credit Union (Chatsworth, CA) reported the highest ratio of CEO pay to average employee pay at 79.41. The next highest ratio was 66.11 for OnPoint Community Credit Union (Portland, OR). The following chart lists the 10 credit unions with the highest ratio of CEO compensation to average employee salary and benefits.

However, this comparison is not comparable to data being reported by publicly traded companies, which compares CEO pay to median employee pay. It is likely that the ratio for chief executive compensation to average employee pay for large state chartered credit unions is understated, because the analysis uses average employee pay, as median employee pay is not available. The median of employee compensation will be typically lower than the average employee compensation.

Sunday, June 3, 2018

Two Forthcoming Auctions of Taxi Medallions

On June 11th, the National Credit Union Administration as the liquidating agent of First Jersey Credit Union will be auctioning four New York City taxi medallions.

Here is the Public Notice of the auction in the New York Post.

This auction coupled with the auction of up to 139 medallions on June 14 will provide greater clarity regarding the market value of New York City taxi medallions.

Saturday, June 2, 2018

Velocity CU Purchases 117,000 Square-Foot Office Building

Velocity Credit Union (Austin, TX) purchased a 117,265 square-foot building at the Quarry Lake Business Center in Northwest Austin for its new headquarters.

The three-story building is located at 4515 Seton Center Parkway, Austin.

The credit union expects to fully occupy the building by May 2019.

The sales price was not disclosed, but property tax records show that the property is currently appraised at a market value of approximately $25 million.

Read the story.

Friday, June 1, 2018

One-to-Four Family Dwellings No Longer Count Against MBL Cap

The National Credit Union Administration Board unanimously voted to exclude any 1-to-4-unit family dwellings from the aggregate member business loan (MBL) cap of 12.25 percent.

The member business lending rule previously required those dwellings to be the primary residence of a member in order to be excluded.

The NCUA Board approved the change to make the member business lending rule conform with changes to the Federal Credit Union Act incorporated into the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018, signed into law by President Donald J. Trump on May 24.

The rule becomes effective, when it is published in the Federal Register.

Read the press release.

Nine Percent of Small Businesses Applied for Credit at CUs

According to the Federal Reserve's 2017 Small Business Credit Survey, banks are the most common source that small businesses apply to for credit.

Only 9 percent of small businesses reported applying for credit at credit unions.

Ten percent of medium to high credit risk firms applied for credit from credit unions versus 8 percent of firms with low credit risk.

Credit unions had the lowest approval rate of loan/line of credit and cash advances at 53 percent. The approval rate at credit unions was 76 percent for low credit risk firms versus 26 percent for medium to high credit risk businesses.

The survey found that community development financial institutions, credit unions, and small banks had the highest net satisfaction rate from small business borrowers. Community development financial institutions rated the highest at 76 percent. Small banks and credit unions had net satisfaction ratings of 73 and 74 percent, respectively.

Percentage of small business nonapplicants with debt from credit unions was 8 percent. However, nonapplicants with debt gave credit unions the highest net satisfaction ranking at 81 percent.

The survey noted that applications to online lenders increased to 24 percent in 2017 from 21 percent in 2016.

View the survey report.


The content is provided for educational purposes only, with the understanding that neither the authors, contributors, nor the publishers of this site are engaged in rendering legal, accounting or other expert or professional services. If legal or other expert assistance is required, the services of a competent professional should be sought.

Comments appearing in response to articles appearing on this site do not necessarily reflect the views of the ABA. ABA makes no representations regarding the truth or accuracy of commentary or opinions that may be posted in response to the articles that appear on this website.

The inclusion herein of any link to a website, either in the text of an article or in a comment, does not denote any approval, sponsorship, or endorsement by the ABA, and ABA is not responsible for the content or opinions expressed on those linked websites or related commentary. This content is not licensed to third parties sites and is not affiliated with any third party site. Any reference to the author or this content on any third party site on the Internet is not authorized by the ABA.

It is the policy of the American Bankers Association to comply fully with all antitrust laws. Certain discussions should be considered off-limits, including those that contain competitively sensitive data such as price and cost information, or statements that could be construed as reflecting an attempt or desire to control or influence a particular market or markets. Future pricing or other prospective competitive information should never be shared.