UNITED STATES SECURITIES AND EXCHANGE COMMISSION. Washington, D.C FORM 10-Q. QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2014 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: CSB Bancorp, Inc. (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction of incorporation or organization) 91 North Clay, P.O. Box 232, Millersburg, Ohio (Address of principal executive offices) (330) (Registrant s telephone number) (I.R.S. Employer Identification Number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer

2 Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Indicate the number of shares outstanding of the registrant s common stock, as of the latest practicable date. Common stock, $6.25 par value Outstanding at November 1, 2014: 2,738,355 common shares

3 FORM 10-Q QUARTER ENDED September 30, 2014 Table of Contents Part I - Financial Information ITEM 1 FINANCIAL STATEMENTS Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Comprehensive Income 5 Condensed Consolidated Statements of Changes in Shareholders Equity 6 Condensed Consolidated Statements of Cash Flows 7 Notes to Consolidated Financial Statements 8 ITEM 2 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 27 ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 34 ITEM 4 CONTROLS AND PROCEDURES 35 Part II - Other Information ITEM 1 Legal Proceedings. 36 ITEM 1A Risk Factors 36 ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds 36 ITEM 3 Defaults upon Senior Securities 36 ITEM 4 Mine Safety Disclosures 36 ITEM 5 Other Information 36 ITEM 6 Exhibits 37 Signatures 38 2 Page

4 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS See notes to unaudited consolidated financial statements. 3 September 30, 2014 December 31, 2013 ASSETS (Dollars in thousands) Cash and cash equivalents Cash and due from banks $ 14,578 $ 15,777 Interest-earning deposits in other banks 22,232 26,822 Total cash and cash equivalents 36,810 42,599 Securities Available-for-sale securities 98, ,722 Held-to-maturity securities (fair value of $38,124 in 2014, $42,643 in 2013) 38,110 44,350 Restricted stock, at cost 4,614 5,463 Total securities 141, ,535 Loans 409, ,125 Less allowance for loan losses 5,188 5,085 Net loans 404, ,040 Premises and equipment, net 8,395 8,690 Core deposit intangible Goodwill 4,728 4,728 Bank-owned life insurance 9,748 9,551 Accrued interest receivable and other assets 4,359 4,563 TOTAL ASSETS $ 610,982 $ 596,465 LIABILITIES AND SHAREHOLDERS EQUITY LIABILITIES Deposits Noninterest-bearing $ 131,498 $ 120,325 Interest-bearing 355, ,608 Total deposits 486, ,933 Short-term borrowings 48,713 48,671 Other borrowings 17,118 12,459 Accrued interest payable and other liabilities 2,360 1,991 Total liabilities 554, ,054 SHAREHOLDERS EQUITY Common stock, $6.25 par value. Authorized 9,000,000 shares; issued 2,980,602 shares; shares outstanding 2,738,355 in 2014 and 2,736,634 in ,629 18,629 Additional paid-in capital 9,918 9,964 Retained earnings 33,171 30,232 Treasury stock, at cost - 242,247 shares in 2014 and 243,968 in 2013 (4,905) (4,958) Accumulated other comprehensive loss (543) (1,456) Total shareholders equity 56,270 52,411 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 610,982 $ 596,465

5 CONSOLIDATED STATEMENTS OF INCOME See notes to unaudited consolidated financial statements. 4 Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands, except per share data) INTEREST AND DIVIDEND INCOME Loans, including fees $ 4,645 $ 4,413 $13,705 $13,421 Taxable securities ,182 1,835 Nontaxable securities Other Total interest and dividend income 5,435 5,235 16,255 15,708 INTEREST EXPENSE Deposits ,346 Short-term borrowings Other borrowings Total interest expense ,315 1,747 NET INTEREST INCOME 4,997 4,677 14,940 13,961 PROVISION FOR LOAN LOSSES Net interest income, after provision for loan losses 4,874 4,467 14,482 13,331 NONINTEREST INCOME Service charges on deposit accounts ,001 Trust services Debit card interchange fees Bank-owned life insurance Gain on sale of loans, net Securities gain, net Other Total noninterest income 1,077 1,190 3,189 3,294 NONINTEREST EXPENSES Salaries and employee benefits 2,123 2,028 6,253 6,119 Occupancy expense Equipment expense Professional and director fees Franchise tax expense FDIC insurance expense Software expense Marketing and public relations Debit card expense Amortization of intangible assets Net cost of operation of other real estate 9 Other ,429 1,363 Total noninterest expenses 3,770 3,634 11,295 10,856 Income before income taxes 2,181 2,023 6,376 5,769 FEDERAL INCOME TAX PROVISION ,931 1,753 NET INCOME $ 1,507 $ 1,407 $ 4,445 $ 4,016 Basic and diluted net earnings per share $ 0.55 $ 0.52 $ 1.62 $ 1.47

6 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME See notes to unaudited consolidated financial statements. 5 Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) Net income $ 1,507 $ 1,407 $4,445 $ 4,016 Other comprehensive income (loss) Unrealized gains (losses) arising during the period 1,644 1,356 (2,428) Unrealized losses on held to maturity transfer (1,931) (1,931) Reclassification adjustment for gains included in income (149) (133) (159) Income tax effect 148 (416) 1,536 Amount reclassified from accumulated other comprehensive income, held-tomaturity Income tax effect (19) (67) (54) (67) Other comprehensive income (loss) 37 (157) 913 (2,851) Total comprehensive income $ 1,544 $ 1,250 $5,358 $ 1,165

7 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY See notes to unaudited consolidated financial statements. 6 Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands, except per share data) Balance at beginning of period $55,239 $51,391 $52,411 $52,453 Net income 1,507 1,407 4,445 4,016 Other comprehensive income (loss) 37 (157) 913 (2,851) Stock options exercised Cash dividends declared (520) (492) (1,505) (1,477) Balance at end of period $56,270 $52,149 $56,270 $52,149 Cash dividends declared per share $ 0.19 $ 0.18 $ 0.55 $ 0.54 Stock Options exercised 1,270 1,

8 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, (Dollars in thousands) NET CASH FROM OPERATING ACTIVITIES $ 5,100 $ 4,912 CASH FLOWS FROM INVESTING ACTIVITIES Securities: Proceeds from repayments, held-to-maturity 6, Proceeds from maturities and repayments, available-for-sale 17,604 27,560 Purchases available-for-sale (16,054) (46,941) Proceeds from sale of securities 2,483 4,309 Proceeds from redemption of restricted stock 850 Loan originations, net of repayments (31,071) (12,946) Proceeds from sale of other real estate 18 Property, equipment, and software acquisitions (376) (1,127) Purchase of bank-owned life insurance (1,000) Net cash used in investing activities (20,208) (29,555) CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits 5,597 5,470 Net change in short-term borrowings 42 2,052 Net change in other borrowings 4,659 (161) Cash dividends (985) (985) Proceeds from stock options exercised 6 8 Net cash provided by (used in) financing activities 9,319 6,384 NET DECREASE IN CASH AND CASH EQUIVALENTS (5,789) (18,259) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 42,599 66,878 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 36,810 $ 48,619 SUPPLEMENTAL DISCLOSURES Cash paid during the year for: Interest $ 1,333 $ 1,814 Income taxes 1,775 1,585 Noncash investing activities: Transfer of securities from available-for-sale to held-to-maturity 38,930 Noncash financing activities: Dividends declared See notes to unaudited consolidated financial statements. 7

9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements include the accounts of CSB Bancorp, Inc. and its wholly-owned subsidiaries, The Commercial and Savings Bank (the Bank ) and CSB Investment Services, LLC (together referred to as the Company or CSB ). All significant intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the Company s financial position at September 30, 2014, and the results of operations and changes in cash flows for the periods presented have been made. Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. generally accepted accounting principles ( U.S. GAAP ) have been omitted. The Annual Report for CSB for the year ended December 31, 2013, contains Consolidated Financial Statements and related footnote disclosures, which should be read in conjunction with the accompanying Consolidated Financial Statements. The results of operations for the period ended September 30, 2014 are not necessarily indicative of the operating results for the full year or any future interim period. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In July 2013, the FASB issued ASU , Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. This Update became effective for the Company on January 1, 2014, and did not have a significant impact on the Company s financial statements. In January 2014, the FASB issued ASU , Receivables Troubled Debt Restructurings by Creditors (Subtopic ): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments in this Update clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, An entity can elect to adopt the amendments in this Update using either a modified retrospective transition method or a prospective transition method. This Update is not expected to have a significant impact on the Company s financial statements. 8

10 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED) In May 2014, the FASB issued ASU , Revenue from Contracts with Customers (a new revenue recognition standard). The Update s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update. In June 2014, the FASB issued ASU , Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The amendments in this Update change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. For repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments also require enhanced disclosures. The accounting changes in this Update are effective for the first interim or annual period beginning after December 15, An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Earlier application is prohibited. The disclosure for certain transactions accounted for as a sale is required to be presented for interim and annual periods beginning after December 15, 2014, and the disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, The disclosures are not required to be presented for comparative periods before the effective date. This Update is not expected to have a significant impact on the Company s financial statements. In August 2014, the FASB issued ASU , Receivables Troubled Debt Restructurings by Creditors (Subtopic ). The amendments in this Update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separable from the loan before foreclosure, (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, This Update is not expected to have a significant impact on the Company s financial statements. 9

11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 SECURITIES Securities consist of the following at September 30, 2014 and December 31, 2013: (Dollars in thousands) 10 Amortized cost Gross unrealized gains Gross unrealized losses Fair value September 30, 2014 Available-for-sale securities U.S. Treasury security $ 1,004 $ $ 5 $ 999 U.S. government agencies 23, ,984 Mortgage-backed securities of government agencies 49, ,376 Other mortgage-backed securities Asset-backed securities of government agencies 2, ,639 State and political subdivisions 16, ,977 Corporate bonds 4, ,555 Equity securities Total available-for-sale securities 98,145 1, ,836 Held-to-maturity securities U.S. government agencies 15, ,350 Mortgage-backed securities of government agencies 22, ,774 Total held-to-maturity securities 38, ,124 Restricted stock 4,614 4,614 Total securities $140,869 $ 1,456 $ 751 $141,574 December 31, 2013 Available-for-sale securities U.S. Treasury security $ 1,005 $ $ 8 $ 997 U.S. government agencies 22, ,301 Mortgage-backed securities of government agencies 54, ,300 Other mortgage-backed securities Asset-backed securities of government agencies 2, ,775 State and political subdivisions 16, ,447 Corporate bonds 4, ,539 Equity securities Total available-for-sale securities 102,253 1,023 1, ,722 Held-to-maturity securities U.S. government agencies 19, ,358 Mortgage-backed securities of government agencies 25, ,285 Total held-to-maturity securities 44,350 1,707 42,643 Restricted stock 5,463 5,463 Total securities $152,066 $ 1,023 $ 3,261 $149,828

12 NOTE 2 SECURITIES (CONTINUED) CSB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The amortized cost and fair value of debt securities at September 30, 2014, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. (Dollars in thousands) Securities with a carrying value of approximately $83.6 million and $87.9 million were pledged at September 30, 2014 and December 31, 2013, respectively, to secure public deposits, as well as other deposits and borrowings as required or permitted by law. Restricted stock primarily consists of investments in Federal Home Loan Bank (FHLB) and Federal Reserve Bank stock. The Bank s investment in FHLB stock amounted to approximately $4.1 million at September 30, 2014 and $5.0 million at December 31, The FHLB of Cincinnati mandatorily redeemed members stock during the first quarter of Federal Reserve Bank stock was $471 thousand at September 30, 2014 and December 31, The following table shows the proceeds from sales of available-for-sale securities and the gross realized gains and losses on the sales of those securities that have been included in earnings as a result of the sales. The income tax provision applicable to realized gains amounted to $0 and $51 thousand for the three month periods ending September 30, 2014 and 2013, respectively. The income tax provision applicable to realized gains amounted to $45 thousand and $54 thousand for the nine month periods ending September 30, 2014 and 2013, respectively. There were no tax benefits recognized from realized losses in 2014 or Amortized cost Fair value Available-for-sale: Due in one year or less $ 3,781 $ 3,790 Due after one through five years 13,223 13,403 Due after five through ten years 26,318 26,367 Due after ten years 54,717 55,147 Total debt securities available-for-sale $ 98,039 $ 98,707 Held-to-maturity: Due after five through ten years $ 5,682 $ 5,748 Due after ten years 32,428 32,376 Total debt securities held-to-maturity $38,110 $ 38,124 Three months ended September 30, Nine months ended September 30, (Dollars in thousands) Proceeds $ $ 3,809 $ 2,483 $ 4,309 Realized gains Realized losses Net securities gains $ $ 149 $ 133 $ 159

13 NOTE 2 SECURITIES (CONTINUED) CSB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents gross unrealized losses and fair value of securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2014 and December 31, 2013: (Dollars in thousands) Securities in a continuous unrealized loss position Less than 12 months 12 months or more Total Gross Gross Gross unrealized Fair unrealized Fair unrealized losses value losses value losses September 30, 2014 Available-for-sale U.S. Treasury securities $ $ $ 5 $ 999 $ 5 $ 999 U.S. Government agencies 28 5, , ,973 Mortgage-backed securities of government agencies , , ,341 Asset-backed securities of government agencies 4 1, ,637 State and political subdivisions , ,959 Corporate bonds Held-to-maturity U.S. Government agencies 38 5, ,712 Mortgage-backed securities of government agencies 62 3, , ,553 Total temporarily impaired securities $ 229 $24,132 $ 522 $ 31,540 $ 751 $55,672 December 31, 2013 Available-for-sale U.S. Treasury securities $ 8 $ 997 $ $ $ 8 $ 997 U.S. Government agencies , , ,293 Mortgage-backed securities of government agencies , ,938 State and political subdivisions 122 3, ,755 Corporate bonds 4 1, ,662 Equity securities Held-to-maturity U.S. Government agencies , , ,358 Mortgage-backed securities of government agencies , ,149 Total temporarily impaired securities $ 3,065 $85,737 $ 196 $ 4,416 $ 3,261 $90,153 There were forty-three (43) securities in an unrealized loss position at September 30, 2014, twenty-one (21) of which were in a continuous loss position for twelve months or more. At least quarterly, the Company conducts a comprehensive security-level impairment assessment. The assessments are based on the nature of the securities, the extent and duration of the securities in an unrealized loss position, the extent and duration of the loss and management s intent to sell or if it is more likely than not that management will be required to sell a security before recovery of its amortized cost basis, which may be maturity. Management believes the Company will fully recover the cost of these securities. It does not intend to sell these securities and likely will not be required to sell them before the anticipated recovery of the remaining amortized cost basis, which may be maturity. As a result, management concluded that these securities were not other-than-temporarily impaired at September 30, Fair value

14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 LOANS Loans consist of the following: (Dollars in thousands) September 30, 2014 December 31, 2013 Commercial $ 126,843 $ 117,478 Commercial real estate 141, ,828 Residential real estate 120, ,445 Construction & land development 12,855 13,444 Consumer 7,726 6,687 Total loans before deferred costs 409, ,882 Deferred loan costs Total Loans $ 409,908 $ 379,125 Loan Origination/Risk Management The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions. Commercial loans are underwritten after evaluating and understanding the borrower s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. The Company s management examines current and occasionally projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers; however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company s commercial real estate portfolio are diverse in terms of type. This diversity helps reduce the Company s exposure to adverse economic events that affect any single industry. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans. At September 30, 2014 and December 31, 2013, approximately 77% of the outstanding principal balance of the Company s commercial real estate loans were secured by owner-occupied properties. With respect to loans to developers and builders that are secured by non-owner occupied properties, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction and land development loans are underwritten utilizing independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction and land development loans are generally based upon estimates of costs and value associated with the completed project. These estimates may be inaccurate. 13

15 NOTE 3 LOANS (CONTINUED) CSB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Construction and land development loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing. The Company originates consumer loans utilizing a judgmental underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by line and staff personnel. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. The Company maintains an independent loan review department that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company s policies and procedures. Loans serviced for others approximated $71 million and $70.2 million at September 30, 2014 and December 31, 2013, respectively. Concentrations of Credit Nearly all of the Company s lending activity occurs within the state of Ohio, including the four (4) counties of Holmes, Stark, Tuscarawas and Wayne, as well as other markets. The majority of the Company s loan portfolio consists of commercial and industrial and commercial real estate loans. As of September 30, 2014 and December 31, 2013, there were no concentrations of loans related to any single industry. Allowance for Loan Losses The following table details activity in the allowance for loan losses by portfolio segment for the three and nine month periods ended September 30, 2014 and Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. The increase in the provision for possible loan losses related to commercial and industrial loans was due to the increase in specific allocation amounts related to impaired loans and also the increase in loan balances. The increase in the provision related to commercial real estate loans was affected by an increase in loan balances and charge-offs that occurred during the nine months ended September 30, The decrease in the provision related to commercial real estate loans during the three months ended September 30, 2014, was due to the leveling off of loan balances in this category, as well as the payoff of an impaired loan. The decrease in the provision related to residential real estate loans was affected by the decrease in the specific allocation amounts related to impaired residential real estate loans during the three and nine months ended September 30,

16 NOTE 3 LOANS (CONTINUED) CSB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands) Commercial Commercial Real Estate Residential Real Estate 15 Construction & Land Development Consumer Unallocated Total Three months ended September 30, 2014 Beginning balance $ 1,322 $ 2,087 $ 1,158 $ 51 $ 43 $ 402 $5,063 Provision for possible loan losses 398 (240) (157) (11) Charge-offs (5) (1) (1) (2) (9) Recoveries Net charge-offs (3) Ending balance $ 1,717 $ 1,847 $ 1,005 $ 40 $ 89 $ 490 $5,188 Nine months ended September 30, 2014 Beginning balance $ 1,219 $ 1,872 $ 1,205 $ 178 $ 91 $ 520 $5,085 Provision for possible loan losses (206) (138) (8) (30) 458 Charge-offs (24) (354) (6) (5) (389) Recoveries Net charge-offs (14) (353) 6 6 (355) Ending balance $ 1,717 $ 1,847 $ 1,005 $ 40 $ 89 $ 490 $5,188 Three months ended September 30, 2013 Beginning balance $ 1,316 $ 1,815 $ 1,174 $ 162 $ 144 $ 334 $4,945 Provision for possible loan losses 27 (5) (48) Charge-offs (54) (28) (9) (91) Recoveries Net charge-offs (49) (25) (4) (78) Ending balance $ 1,294 $ 1,810 $ 1,244 $ 180 $ 92 $ 457 $5,077 Nine months ended September 30, 2013 Beginning balance $ 933 $ 1,902 $ 1,096 $ 253 $ 76 $ 320 $4,580 Provision for possible loan losses 455 (41) 162 (73) (10) Charge-offs (112) (51) (28) (11) (202) Recoveries Net charge-offs (94) (51) (14) 26 (133) Ending balance $ 1,294 $ 1,810 $ 1,244 $ 180 $ 92 $ 457 $5,077

17 NOTE 3 LOANS (CONTINUED) CSB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the balance in the allowance for loan losses and the ending loan balances by portfolio segment and based on the impairment method as of September 30, 2014 and December 31, 2013: (Dollars in thousands) Commercial Commercial Real Estate 16 Residential Real Estate Construction Consumer Unallocated Total September 30, 2014 Allowance for loan losses: Individually evaluated for impairment $ 862 $ 343 $ 85 $ $ $ $ 1,290 Collectively evaluated for impairment 855 1, ,898 Total ending allowance balance $ 1,717 $ 1,847 $ 1,005 $ 40 $ 89 $ 490 $ 5,188 Loans: Loans individually evaluated for impairment $ 6,757 $ 1,393 $ 1,691 $ $ $ 9,841 Loans collectively evaluated for impairment 120, , ,048 12,855 7, ,739 Total ending loans balance $ 126,843 $ 141,417 $ 120,739 $ 12,855 $ 7,726 $409,580 December 31, 2013 Allowance for loan losses: Individually evaluated for impairment $ 241 $ 331 $ 212 $ $ $ $ 784 Collectively evaluated for impairment 978 1, ,301 Total ending allowance balance $ 1,219 $ 1,872 $ 1,205 $ 178 $ 91 $ 520 $ 5,085 Loans: Loans individually evaluated for impairment $ 5,576 $ 3,220 $ 1,844 $ $ $ 10,640 Loans collectively evaluated for impairment 111, , ,601 13,444 6, ,242 Total ending loans balance $ 117,478 $ 129,828 $ 111,445 $ 13,444 $ 6,687 $378,882

18 NOTE 3 LOANS (CONTINUED) CSB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents loans individually evaluated for impairment by class of loans as of September 30, 2014 and December 31, 2013: (Dollars in thousands) The following table presents the average recorded investment in impaired loans and related interest income recognized for the periods indicated. 17 Unpaid Principal Balance Recorded Investment with no Allowance Recorded Investment with Allowance Total Recorded Investment Related Allowance September 30, 2014 Commercial $ 6,855 $ 4,617 $ 2,154 $ 6,771 $ 862 Commercial real estate 1, ,172 1, Residential real estate 1, , Total impaired loans $10,189 $ 5,738 $ 4,119 $ 9,857 $ 1,290 December 31, 2013 Commercial $ 5,595 $ 7 $ 5,580 $ 5,587 $ 241 Commercial real estate 3, ,658 3, Residential real estate 2, ,510 1, Total impaired loans $11,136 $ 907 $ 9,748 $ 10,655 $ 784 Three months ended September 30, Nine months ended September 30, (Dollars in thousands) Average recorded investment: Commercial $ 7,148 $ 3,777 $ 6,780 $ 3,917 Commercial real estate 2,811 3,518 3,328 3,730 Residential real estate 1, ,832 1,270 Construction & land development 28 Average recorded investment in impaired loans $ 12,324 $ 7,794 $ 11,940 $ 8,945 Interest income recognized: Commercial $ 53 $ 41 $ 156 $ 126 Commercial real estate Residential real estate Construction & land development 2 Interest income recognized on a cash basis on impaired loans $ 74 $ 81 $ 278 $ 282

19 NOTE 3 LOANS (CONTINUED) CSB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the aging of past due loans and nonaccrual loans as of September 30, 2014 and December 31, 2013 by class of loans: (Dollars in thousands) Current Days Past Due Days Past Due 90 Days + Past Due Non- Accrual Total Past Due and Non- Accrual Total Loans September 30, 2014 Commercial $124,561 $ 119 $ $ $2,163 $ 2,282 $ 126,843 Commercial real estate 139, ,377 2, ,417 Residential real estate 119, , ,739 Construction & land development 12, ,855 Consumer 7, ,726 Total Loans $403,318 $ 1,124 $ 456 $ 178 $4,504 $ 6,262 $ 409,580 December 31, 2013 Commercial $117,342 $ 15 $ 37 $ $ 84 $ 136 $ 117,478 Commercial real estate 128, ,108 1, ,828 Residential real estate 109, ,042 2, ,445 Construction & land development 12, ,444 Consumer 6, ,687 Total Loans $374,096 $ 865 $ 651 $ 1,036 $2,234 $ 4,786 $ 378,882 Troubled Debt Restructurings All troubled debt restructurings ( TDR s) are individually evaluated for impairment and a related allowance is recorded, as needed. Loans whose terms have been modified as TDR s totaled $6.6 million as of September 30, 2014, and $8.6 million as of December 31, 2013, with $103 thousand and $583 thousand of specific reserves allocated to those loans, respectively. At September 30, 2014, $6.1 million of the loans classified as TDR s were performing in accordance with their modified terms. Of the remaining $541 thousand, all were in nonaccrual of interest status. 18

20 NOTE 3 LOANS (CONTINUED) CSB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents loans restructured during the nine month period ended September 30, 2014 and the three and nine month periods ended September 30, There were no loan modifications of loans that were considered troubled debt restructurings completed during the three month period ending September 30, (Dollars in thousands) Number of loans restructured Pre- Modification Recorded Investment Post- Modification Recorded Investment For the Nine Months Ended September 30, 2014 Residential Real Estate 1 $ 84 $ 84 Total Restructured Loans 1 $ 84 $ 84 For the Three Months Ended September 30, 2013 Commercial 1 $ 7 $ 7 Residential Real Estate Total Restructured Loans 3 $ 195 $ 195 For the Nine Months Ended September 30, 2013 Commercial 3 $ 83 $ 83 Residential Real Estate Total Restructured Loans 5 $ 271 $ 271 The loans restructured were modified by changing the monthly payment to interest only. No principal reduction was made. None of the loans that were restructured in 2012 or 2013 have subsequently defaulted in the three or nine month periods ended September 30, 2014 and Credit Quality Indicators The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes commercial loans individually by classifying the loans as to credit risk. This analysis includes commercial loans with an outstanding balance greater than $275 thousand. This analysis is performed on an annual basis. The Company uses the following definitions for risk ratings: Pass. Loans classified as pass (Acceptable, Low Acceptable or Pass Watch) may exhibit a wide array of characteristics but at minimum represent an acceptable risk to the Bank. Borrowers in this rating may have leveraged but acceptable balance sheet positions, satisfactory asset quality, and stable to favorable sales and earnings trends, acceptable liquidity and adequate cash flow. Loans are considered fully collectible and require an average amount of administration. While generally adhering to credit policy, these loans may exhibit occasional exceptions that do not result in undue risk to the Bank. Borrowers are generally capable of absorbing setbacks, financial and otherwise, without the threat of failure. Special Mention. Loans classified as special mention have material weaknesses that deserve management s close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the loan at some future date. Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. 19

21 NOTE 3 LOANS (CONTINUED) CSB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans listed as not rated are either less than $275 thousand or are included in groups of homogeneous loans. Based on the most recent analysis performed, the risk category of loans by class is as follows as of September 30, 2014 and December 31, 2013: (Dollars in thousands) Pass The following table presents loans that are not rated by class of loans as of September 30, 2014 and December 31, Nonperforming loans include loans past due 90 days or more and loans on nonaccrual of interest status. 20 Special Mention Substandard Doubtful Not Rated Total September 30, 2014 Commercial $113,425 $ 4,545 $ 7,770 $ $ 1,103 $126,843 Commercial real estate 131,925 5,256 3, ,417 Residential real estate , ,739 Construction & land development 8,895 1,976 1,984 12,855 Consumer 7,726 7,726 Total $254,464 $11,777 $ 11,541 $ $131,798 $409,580 December 31, 2013 Commercial $101,195 $10,352 $ 5,066 $ $ 865 $117,478 Commercial real estate 115,265 9,076 4,041 1, ,828 Residential real estate , ,445 Construction & land development 9, ,884 1,503 13,444 Consumer 6,687 6,687 Total $226,167 $20,015 $ 11,038 $ $121,662 $378,882 (Dollars in thousands) Performing Non-Performing Total September 30, 2014 Commercial $ 1,103 $ $ 1,103 Commercial real estate Residential real estate 119, ,479 Construction & land development 1,984 1,984 Consumer 7,726 7,726 Total $ 130,808 $ 990 $131,798 December 31, 2013 Commercial $ 865 $ $ 865 Commercial real estate 1,446 1,446 Residential real estate 110,119 1, ,161 Construction & land development 1,503 1,503 Consumer 6,687 6,687 Total $ 120,620 $ 1,042 $121,662

22 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 FAIR VALUE MEASUREMENTS The Company provides disclosures about assets and liabilities carried at fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. The three broad levels of the fair value hierarchy are described below: Level I: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level II: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by corroborated or other means. If the asset or liability has a specified (contractual) term, the Level II input must be observable for substantially the full term of the asset or liability. Level III: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. 21

23 NOTE 4- FAIR VALUE MEASUREMENTS (CONTINUED) CSB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the assets reported on the Consolidated Balance Sheet at their fair value as of September 30, 2014 and December 31, 2013 by level within the fair value hierarchy. No liabilities are carried at fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Equity securities and U.S. Treasury Notes are valued at the closing price reported on the active market on which the individual securities are traded. Obligations of U.S. government agencies, mortgage-backed securities, asset-backed securities, obligations of states and political subdivisions and corporate bonds are valued at observable market data for similar assets. (Dollars in thousands) Level I Level II Level III Total September 30, 2014 ASSETS: Securities available-for-sale: U.S. Treasury securities $ 999 $ $ $ 999 U.S. Government agencies 22,984 22,984 Mortgage-backed securities of government agencies 50,553 50,553 Asset-backed securities of government agencies 2,639 2,639 States and political subdivisions 16,977 16,977 Corporate bonds 4,555 4,555 Total debt securities ,708 98,707 Equity securities Total securities available-for-sale $1,128 $ 97,708 $ $ 98,836 December 31, 2013 ASSETS: Securities available-for-sale: U.S. Treasury securities $ 997 $ $ $ 997 U.S. Government agencies 22,301 22,301 Mortgage-backed securities of government agencies 54,535 54,535 Asset-backed securities of government agencies 2,775 2,775 States and political subdivisions 16,447 16,447 Corporate bonds 4,539 4,539 Total debt securities , ,594 Equity securities Total securities available-for-sale $1,125 $100,597 $ $101,722 The following table presents the assets measured on a nonrecurring basis on the Consolidated Balance Sheets at their fair value as of September 30, 2014 and December 31, 2013, by level within the fair value hierarchy. Impaired loans and other real estate are written down to fair value through the establishment of specific reserves. Techniques used to value the collateral that secure the impaired loans include: quoted market prices for identical assets classified as Level I inputs; and observable inputs, employed by certified appraisers, for similar assets classified as Level II inputs. In cases where valuation techniques included inputs that are unobservable and are based on estimates and assumptions developed by management based on the best information available under each circumstance, the asset valuation is classified as Level III inputs. The fair value of mortgage servicing rights is based on a valuation model that calculates the present value of estimated net servicing income. The valuation model incorporates discounted cash flow and repayment assumptions based on management s best judgment. As a result, these rights are measured at fair value on a nonrecurring basis and are classified within Level III of the fair value hierarchy. 22

24 NOTE 4- FAIR VALUE MEASUREMENTS (CONTINUED) CSB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands) Level I Level II Level III Total September 30, 2014 Assets measured on a nonrecurring basis: Impaired loans $ $ $ 8,551 $8,551 Mortgage servicing rights December 31, 2013 Impaired loans $ $ $ 9,856 $9,856 Mortgage servicing rights The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level III inputs to determine fair value: (Dollars in thousands) September 30, 2014 Fair Value Estimate Impaired loans $ 6,315 2,236 Mortgage servicing rights 224 December 31, 2013 Impaired loans $ 8,663 1,193 Mortgage servicing rights 225 Quantitative Information about Level III Fair Value Measurements Valuation Unobservable Range Techniques Input (Weighted Average) Discounted cash flow Remaining term Discount rate Appraisal adjustments Appraisal of collateral (1),(3) Liquidation expense (2) Discounted Remaining term cash flow Discount rate Discounted cash flow Remaining term Discount rate Appraisal adjustments Appraisal of collateral (1),(3) Liquidation expense (2) Discounted Remaining term cash flow Discount rate 5 mos to 28 yrs/(67 months) 3.1% to 8.3% / (4.6%) -20% to -25% (-24%) -10% (-10%) 15 mos to 30 yrs 1.5% / (1.5%) 3 mos to 29 yrs/(62 mos) 7.1% to 12% / (7.5%) -20% to -25% (-24%) -10% (-10%) 12 mos to 30 yrs/(244 mos) 1.5% / (1.5%) (1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various inputs which are not identifiable. (2) Appraisals may be adjusted by management for qualitative factors such as estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal. (3) Includes qualitative adjustments by management and estimated liquidation expenses. 23

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