2 012 Annual Report 80 YearsCelebrating

of Service

Call to Order

Legality of Meeting and Report of Registration Committee

Minutes of Previous Meeting

Report to the Membership

Report of the Auditor

Question and Answer Period

Report of the Nominating Committee

Election Results

Old Business

New Business

Attendance Prizes

Adjournment

Social

Annual Meeting Agenda

Our 80th year was a very successful year in the life of your credit union. The results which we achieved are nothing less than amazing.

From a financial performance perspective, our net income achieved was quite high which is evidenced by a return on average assets of

2.08%. To put this into perspective, our national peer group of a credit union our size averaged 0.63% as of the end of the third quarter.

This level of earnings not only sets your credit union apart from its counterparts, but also ensures that it remains healthy and strong for

the long term. The high level of earnings also allows your credit union to grow more quickly. In so doing, we are able to deliver a greater

value today and in the years ahead.

On the subject of growth, we are happy to report continued robust growth amounting to 16.13%. We began 2012 with assets totaling

$196,764,000 and ended 2012 with assets totaling $228,493,000 or a dollar amount growth of $31,729,000.

With the strong earnings and growth we were once again able to pay a patronage award to our membership. The patronage award focused

on the total relationship of each member and was distributed via the points earned by each member’s account relationship. The aggregate

total award distributed for 2012 was $325,000, which was $25,000 more than was paid at the end of 2011.

A number of enhancements to our financial service offerings were completed in 2012. The new service offerings are as follows:

• A smartphone and tablet app was created for SCCU’s members on the go. Members are able to check balances, find nearby ATM

locations, and even apply for loans on their devices.

• Money Desktop was integrated into our online banking product. Money Desktop is a member household budgeting tool which

aggregates all savings and debts (including those held outside SCCU) in order to paint an accurate financial picture. It is free for all

members to use and enjoy.

• We partnered with Dwolla. Dwolla is a peer to peer money transfer system that allows members to pay anyone with their smart phone.

2012 Report to the Membership

• The Great Debt Pay Down program enjoyed a successful launch through partnership with Lutheran Social Services. Modeled after

the TV show “The Biggest Loser” the program focused on changing participants’ relationship with money. Specifically the program

had participants focus on paying down their debt, establish savings habits, and design a realistic household budget. The credit union

received much recognition from the first year operating this initiative.

• Electronic newsletters were launched and the credit union was recognized in Credit Union Times for this new member

communication channel.

• We enhanced the Credit Card rewards program to pay back 1.1 points per dollar spent by the membership which can be used for travel

or merchandise. The enhanced reward value makes our credit union competitive with the large credit card issuing financials.

.

As we pause to reflect upon the many improvements and accomplishments made in 2012, we are mindful of the many groups that have

made us successful. Our members are our most important asset to our continued success and the life blood of our existence. To all of

you, we extend our sincere thank you. Our volunteer Board of Directors provided extraordinary dedication and leadership to our team in

2012, and we extend our thank you to them. Finally we express our thanks to our employees for their delivery of quality services to the

membership each day in 2012. We are proud and humbled to be a part of the credit union philosophy of “people helping people.” We look

forward to continuing our service to meet your financial needs in 2013.

Best regards,

Gary L. Elliott Bill Anderson

President & Chief Executive Officer Chairman of the Board of Directors

Comparative Income Statement as of December 31, 2012 and 2011

Unaudited

Superior Choice Credit Union

Comparative Income Statements as of December 31, 2012 and 2011

2012 2011 Variance

Overnight Investments 8,408$ 3,016$ 5,392$ Securities 222,831 425,418 (202,587) Loans 9,853,123 9,054,827 798,296 Total Interest Income 10,084,360 9,483,261 601,101 Total Loan Fees 155,728 28,103 127,625

Asset Income 10,240,088$ 9,511,364$ 728,724$

Interest ExpenseInterest Bearing Shares 1,157,583$ 1,197,532$ (39,949)$ Borrowed Funds 1,342 10,648 (9,306) Total Interest Expense 1,158,925 1,208,180 (49,255)

Interest Margin 9,081,162 8,303,184 777,978 Total Loan Loss Provision (8,918) 1,396,000 (1,404,918)

Net Interest Income 9,090,080$ 6,907,184$ 2,182,896$

Service Charges 950,202$ 733,215$ 216,987$ Fee Income 973,906 729,075 244,831 Extraordinary Income (7,973) 360,577 (368,550) Other Income 1,589,893 1,475,039 114,854

Total Non-Interest Income 3,506,028$ 3,297,906$ 208,122$

Employee & Benefits 4,083,750$ 3,840,506$ 243,244$ Travel & Conference 146,395 130,246 16,149 Occupancy 492,144 502,490 (10,346) Marketing 264,894 244,339 20,555 Operations 1,655,350 1,411,300 244,050 Loan Servicing 457,223 438,901 18,322 Professional Services 385,788 326,944 58,844 Other Expense 691,099 827,546 (136,447)

Total Non-Interest Expense 8,176,643$ 7,722,272$ 454,371$

Operating Income 4,419,465$ 2,482,818$ 1,936,647$

Net Income 4,419,465$ 2,482,818$ 1,936,647$

Unaudited

Superior Choice Credit Union

Comparative Income Statements as of December 31, 2012 and 2011

2012 2011 Variance

Overnight Investments 8,408$ 3,016$ 5,392$ Securities 222,831 425,418 (202,587) Loans 9,853,123 9,054,827 798,296 Total Interest Income 10,084,360 9,483,261 601,101 Total Loan Fees 155,728 28,103 127,625

Asset Income 10,240,088$ 9,511,364$ 728,724$

Interest ExpenseInterest Bearing Shares 1,157,583$ 1,197,532$ (39,949)$ Borrowed Funds 1,342 10,648 (9,306) Total Interest Expense 1,158,925 1,208,180 (49,255)

Interest Margin 9,081,162 8,303,184 777,978 Total Loan Loss Provision (8,918) 1,396,000 (1,404,918)

Net Interest Income 9,090,080$ 6,907,184$ 2,182,896$

Service Charges 950,202$ 733,215$ 216,987$ Fee Income 973,906 729,075 244,831 Extraordinary Income (7,973) 360,577 (368,550) Other Income 1,589,893 1,475,039 114,854

Total Non-Interest Income 3,506,028$ 3,297,906$ 208,122$

Employee & Benefits 4,083,750$ 3,840,506$ 243,244$ Travel & Conference 146,395 130,246 16,149 Occupancy 492,144 502,490 (10,346) Marketing 264,894 244,339 20,555 Operations 1,655,350 1,411,300 244,050 Loan Servicing 457,223 438,901 18,322 Professional Services 385,788 326,944 58,844 Other Expense 691,099 827,546 (136,447)

Total Non-Interest Expense 8,176,643$ 7,722,272$ 454,371$

Operating Income 4,419,465$ 2,482,818$ 1,936,647$

Net Income 4,419,465$ 2,482,818$ 1,936,647$

Unaudited

Superior Choice Credit Union

Comparative Income Statements as of December 31, 2012 and 2011

2012 2011 Variance

Overnight Investments 8,408$ 3,016$ 5,392$ Securities 222,831 425,418 (202,587) Loans 9,853,123 9,054,827 798,296 Total Interest Income 10,084,360 9,483,261 601,101 Total Loan Fees 155,728 28,103 127,625

Asset Income 10,240,088$ 9,511,364$ 728,724$

Interest ExpenseInterest Bearing Shares 1,157,583$ 1,197,532$ (39,949)$ Borrowed Funds 1,342 10,648 (9,306) Total Interest Expense 1,158,925 1,208,180 (49,255)

Interest Margin 9,081,162 8,303,184 777,978 Total Loan Loss Provision (8,918) 1,396,000 (1,404,918)

Net Interest Income 9,090,080$ 6,907,184$ 2,182,896$

Service Charges 950,202$ 733,215$ 216,987$ Fee Income 973,906 729,075 244,831 Extraordinary Income (7,973) 360,577 (368,550) Other Income 1,589,893 1,475,039 114,854

Total Non-Interest Income 3,506,028$ 3,297,906$ 208,122$

Employee & Benefits 4,083,750$ 3,840,506$ 243,244$ Travel & Conference 146,395 130,246 16,149 Occupancy 492,144 502,490 (10,346) Marketing 264,894 244,339 20,555 Operations 1,655,350 1,411,300 244,050 Loan Servicing 457,223 438,901 18,322 Professional Services 385,788 326,944 58,844 Other Expense 691,099 827,546 (136,447)

Total Non-Interest Expense 8,176,643$ 7,722,272$ 454,371$

Operating Income 4,419,465$ 2,482,818$ 1,936,647$

Net Income 4,419,465$ 2,482,818$ 1,936,647$

Unaudited

Superior Choice Credit Union

Comparative Income Statements as of December 31, 2012 and 2011

2012 2011 Variance

Overnight Investments 8,408$ 3,016$ 5,392$ Securities 222,831 425,418 (202,587) Loans 9,853,123 9,054,827 798,296 Total Interest Income 10,084,360 9,483,261 601,101 Total Loan Fees 155,728 28,103 127,625

Asset Income 10,240,088$ 9,511,364$ 728,724$

Interest ExpenseInterest Bearing Shares 1,157,583$ 1,197,532$ (39,949)$ Borrowed Funds 1,342 10,648 (9,306) Total Interest Expense 1,158,925 1,208,180 (49,255)

Interest Margin 9,081,162 8,303,184 777,978 Total Loan Loss Provision (8,918) 1,396,000 (1,404,918)

Net Interest Income 9,090,080$ 6,907,184$ 2,182,896$

Service Charges 950,202$ 733,215$ 216,987$ Fee Income 973,906 729,075 244,831 Extraordinary Income (7,973) 360,577 (368,550) Other Income 1,589,893 1,475,039 114,854

Total Non-Interest Income 3,506,028$ 3,297,906$ 208,122$

Employee & Benefits 4,083,750$ 3,840,506$ 243,244$ Travel & Conference 146,395 130,246 16,149 Occupancy 492,144 502,490 (10,346) Marketing 264,894 244,339 20,555 Operations 1,655,350 1,411,300 244,050 Loan Servicing 457,223 438,901 18,322 Professional Services 385,788 326,944 58,844 Other Expense 691,099 827,546 (136,447)

Total Non-Interest Expense 8,176,643$ 7,722,272$ 454,371$

Operating Income 4,419,465$ 2,482,818$ 1,936,647$

Net Income 4,419,465$ 2,482,818$ 1,936,647$

Unaudited

Auditor’s ReportThe last independent audit was performed by McGladrey and Pullen, LLP for the fiscal years ended December 31, 2011, 2010, and 2009. For years prior to 2011, McGladrey and Pullen, LLP relied on the previous audit work of Hawkins, Ash, Baptie and Company. The auditors rendered an unqualified opinion that the financial statements of Superior Choice Credit Union were fairly stated in all material respects in relation to the financial statements taken as a whole.

In connection with their audit procedures the auditors routinely comment on any significant findings requiring corrective action by management. We are pleased to report there were no significant findings that required corrective action. The report of the independent auditors is available for review upon request at the Credit Union’s Main Office.

Your Board of Directors has retained McGladrey and Pullen, LLP to complete an opinion audit for 2012.

Comparative Balance SheetDollars in Thousands

as of December 31, 2012 and 2011

Unaudited

Superior Choice Credit Union

Comparative Balance Sheets as of December 31, 2012 and 2011Dollars in $ 000

Assets 2012 2011 Variance

Cash & Due 4,128$ 5,387$ (1,259)$ Overnight Investment 5,026 4,116 910 Securities 28,379 8,384 19,995 Loans 179,249 169,000 10,249 Loan Loss Reserve (1,556) (1,870) 314 Fixed Assets 5,517 5,304 213 OREO 518 520 (2) Other Assets 7,242 5,923 1,319 Total Assets 228,493$ 196,764$ 31,739$

Liabilities

Share Drafts - Non-Interest 13,336$ 18,000$ (4,664)$ Interest Bearing Shares 189,996 157,314 32,682 Total Shares 203,332 175,314 28,018 Borrowed Funds - 1,000 (1,000) Other Liabilities 2,633 2,253 380 Total Liabilities 205,965$ 178,567$ 27,398$

Capital

Regular Reserve 9,887$ 9,887$ -$ Undivided Earnings 14,246 9,828 4,418 Net Unrealized AFS G/L 130 167 (37) Other Capital (1,735) (1,685) (50) Total Capital 22,528$ 18,197$ 4,331$

Total Liabilities & Capital 228,493$ 196,764$ 31,729$

Unaudited

Loan ReportSuperior Choice Credit UnionLoan Committee ReportDollars in Thousands

2012 2011

Commercial Loans 50,815$ 44,533$ 6,282$ 14.11%Mortgage Loans 93,812 88,603 5,209 5.88%Consumer Loans 34,622 35,864 (1,242) -3.46%

Total 179,249$ 169,000$ 10,249$ 6.06%

Total Borrowing Members 6,376 6,092 Average Cost to Borrowers 5.62% 5.61%Total Loans Disbursed 88,942$ 86,673$

Loans Outstanding Year over Year Loan Growth

Dollars in Thousands

Ben Altonen CFO** Alexis Archambeau MSR Hermantown* Jenna Bernhoft MSR Mellen* Susan Boley Mellen Branch Manager Joel Braun VP-Commercial Lending* Lisa Cahill Mortgage Originator** Tami Carlson Member Consultant Kristin Charles ACH Administrator/Recovery Representative Marlene Cooper MSR Main Lois Cordes MSR AshlandKathleen Cosgrove Receptionist Linnae Currie AVP/Real Estate Manager** Kate Doty Mortgage ProcessorGary Elliott CEO/President Janelle Engel MSR Main Richard Evazich MaintenanceMelissa Flagstad Internal Auditor**Alyson Franks MSR Main* Lindsay Furtak MSR ShorelineTricia Garland Computer Operator Amy Gehrmann Financial Specialist Main** Justine Greely Financial Specialist ShorelineLeavon Hendricks MSR Hermantown Beth Hendry Accounting Rep Samantha Hopkins MSR Shoreline

NAME POSITION NAME POSITIONMechaela Hudak MSR Ashland* Lynn Hunt School Credit Union CoordinatorJonathon Hunter MSR Shoreline* Violet Janovick Member Consultant Mary Jarvis Member Consultant Ashley Johnholtz MSR Hermantown* Stacey Johnson Commercial Loan Officer Michelle Killebrew Commercial Loan Processor* Laura Kirkland AVP/COO Jill Krause MSR Mellen Jessica Kruger MSR Shoreline* Mike Kruger Consumer Underwriter Lori LaGesse Mortgage Loan Servicer Brad LaRoche Financial Specialist-ShorelineOlivia Laible MSR MainMegan Landgreen Commercial Loan Processor* Randi Launderville Good Money Coordinator**Rochelle Leding Financial Specialist-Ashland Sammy Leinweber Accounting Representative**Erika LeMay MSR Main* Pauline Lemieux MSR AshlandAndrea Lepper AVP/Marketing and SalesTracy Livingston Collection Manager**Tammy Makela Staff Accountant** Tanya Martineau Member Service SupervisorBrianna McGibbens MSR Main*

SCCU Staff & Board MembersStaff Listing (listed alphabetically)

Notes:

Michelle McKay Shoreline Branch Manager**Crystal Meyer HR Generalist** Angie Michalski Mortgage Servicer**Jenna Mickelson Loan Processor**Angie Miller MSR Main* Kristine Moeller MSR HermantownDanielle Moon File Clerk* Melissa Mormann Financial Specialist Main**Annette Nynas MSR Main Kim O’Brien Card Coordinator Andrew Olker Collector* Ann Marie Olson EVP Operations**Sarah Pearson Mortgage ServicerJim Peterson EVP Loan Director** Renee Pearson Mortgage Underwriter** Brandy Potter Collector/Mortgage Workout SpecialistStephanie Priolo MSR Shoreline Lacey Reed Senior MSR* Larissa Ronkainen Financial Specialist Main Brandon Ryan MSR HermantownTina Scharte IRA Coordinator Erica Schulz Mortgage ProcessorMargee Senn Mortgage Originator** Brandy Severson Member Consultant Mark Spehar Hermantown Branch ManagerDave Strum Commercial Loan Officer*

April Swanson Financial Specialist HermantownLynette Tabert Investment Representative Nate TePoel AVP/Retail Manager**Kim Terry MSR HermantownCimberly Thompson Financial Specialist Mellen Nancy Turner Ashland Branch Manager Amber Tuynman Commercial CoordinatorCheyenne Yaekel MSR Main* Kathie Young Member Consultant**Sarah Youngberg Loan Processor**Sandie Zander AVP/Member Service

* New Employee ** Promoted

Board Member Listing (listed alphabetically)Bill Anderson, ChairMark CasperEd Gallagher, TreasurerChris GayLynda Hofman, SecretaryErnie KorpelaJim Larson, Vice ChairRon PearsonElaine Peterson

SCCU Staff & Board Members (continued)

NAME POSITION NAME POSITION

Notes:

April Swanson Financial Specialist HermantownLynette Tabert Investment Representative Nate TePoel AVP/Retail Manager**Kim Terry MSR HermantownCimberly Thompson Financial Specialist Mellen Nancy Turner Ashland Branch Manager Amber Tuynman Commercial CoordinatorCheyenne Yaekel MSR Main* Kathie Young Member Consultant**Sarah Youngberg Loan Processor**Sandie Zander AVP/Member Service

* New Employee ** Promoted

Board Member Listing (listed alphabetically)Bill Anderson, ChairMark CasperEd Gallagher, TreasurerChris GayLynda Hofman, SecretaryErnie KorpelaJim Larson, Vice ChairRon PearsonElaine Peterson

AdMINISTrATIvE OffIcE

2911 Tower Avenue Suite 9

Superior, WI 54880(715) 392-5616

TOwEr AvENuE OffIcE

2817 Tower AvenueSuperior, WI 54880

(715) 392-5616

AShlANd OffIcE319 Ellis Avenue

Ashland, WI 54806(715) 685-2725

MEllEN OffIcE117 S. Main StreetMellen, WI 54546

(715) 274-2781

ShOrElINE OffIcE2302 E. 2nd StreetSuperior, WI 54880

(715) 392-5616

hErMANTOwN OffIcE

4161 Haines RoadHermantown, MN 55811

(218) 727-4315

www.superiorchoice.com