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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K (Mark one) þ ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the fiscal year ended December 31, 2004 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from ______________ to ________________ Commission File No. 0-21714 CSB BANCORP, INC.  Ohio
    
    34-1687530(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)6 West Jackson StreetMillersburg, Ohio
    
    44654(Address of principal executive offices)
    
    (Zip code)
 (330) 674-9015
(Registrants telephone number) Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: Common Shares, $6.25 par value (Title of class) 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. þ o
 Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K
is not contained herein and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Rule
12b-2). o þ
 At June 30, 2004, the aggregate market value of the voting stock held by non-affiliates of the
registrant, based on a share price of $17.85 per share (such price being the last trade price on
such date) was $44.1 million. At March 24, 2005, there were outstanding 2,644,962 of the registrants Common Shares, $6.25 par
value.




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DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrants 2004 Annual Report to Shareholders.
Portions of Registrants Proxy Statement dated March 24, 2005.




TABLE OF CONTENTS  PART IITEM 1 - BUSINESSITEM 2 - PROPERTIESITEM 3 - LEGAL PROCEEDINGSITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5 - MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6 - SELECTED FINANCIAL DATAITEM 7 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A - CONTROLS AND PROCEDURESITEM 9B  OTHER INFORMATIONPART IIIITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11  EXECUTIVE COMPENSATIONITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15  EXHIBITS AND FINANCIAL STATEMENTS SCHEDULESSIGNATURESINDEX TO EXHIBITSEX-13 Annual ReportEX-21 Subsidiary of CSB Bancorp, Inc.EX-23 Consent of Clifton Gunderson LLPEX-31.1 302 Certification of CEOEX-31.2 302 Certification of CFOEX-32.1 906 Certification of CEOEX-32.2 906 Certification of CFO    Table of Contents  
 PART I Available Information Our website address is www.csb1.com. We make our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports available free of
charge on our website as soon as reasonably practicable after such material is electronically filed
with the Securities and Exchange Commission (the SEC). We also make available through our
website, other reports filed with the SEC under the Exchange Act, including our proxy statements
and reports filed by officers and directors under Section 16(a) of that Act, as well as our Code of
Ethics. We do not intend for information contained in our website to be part of this Annual Report
on Form 10-K. In addition, the public may read and copy any materials we filed with the SEC at the SECs Public
Reference Room at 450 Fifth Street, NW, Washington DC 20549. Information on the operation of the
Public Reference Room is available by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains
an Internet site that contains reports, proxy and information statements and other information at
www.sec.gov. 
 ITEM 1 - BUSINESS General CSB Bancorp, Inc. (the Company), is a registered bank holding company under the Bank Holding
Company Act of 1956, as amended, and was incorporated under the laws of the State of Ohio in 1991.
The Commercial and Savings Bank (the Bank), an Ohio banking corporation chartered in 1879, is a
wholly owned subsidiary of the Company. The Bank is a member of the Federal Reserve system, and
its deposits are insured up to the maximum provided by the law by the Federal Deposit Insurance
Corporation. The primary banking regulators of the Bank are the Federal Reserve Board and the Ohio
Division of Financial Institutions. The Bank provides retail and commercial banking services to its customers, including checking and
savings accounts, time deposits, IRAs, safe deposit facilities, personal loans, commercial loans,
real estate mortgage loans, installment loans, night depository facilities, brokerage and trust
services. The Bank grants residential real estate, commercial real estate, consumer and commercial loans to
customers located primarily in Holmes County and portions of surrounding counties in Ohio. The
general economic conditions in the Companys market area have been sound. Unemployment statistics
have generally been among the lowest in the state of Ohio and real estate values have been stable
to rising. Certain risks are involved in granting loans, primarily related to the borrowers ability and
willingness to repay the debt. Before the Bank extends or renews a new loan to a customer, these
risks are assessed through a review of the borrowers past and current credit history, collateral
being used to secure the transaction, borrowers character, and other factors. For all commercial
loan relationships greater than $275,000, the Banks internal credit department performs an annual
risk rating review. In addition to this review, an independent outside loan review firm is engaged
to review all watch list and adversely classified credits, commercial loan relationships greater
than $1,000,000, a sample of commercial loan relationships less than $1,000,000, loans within an
industry concentration and a sample of consumer/mortgage loans. In addition, any loan identified
as a problem credit by management and/or the external loan review consultants is assigned to the
Banks loan watch list, and is subject to ongoing review by the Banks credit department and the
assigned loan officer to ensure appropriate action is taken when deterioration has occurred. 2




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Commercial loans are variable, as well as fixed rate and include operating lines of credit and term
loans made to small businesses primarily based on their ability to repay the loan from the cash
flow of the business. Such loans are typically secured by business assets such as equipment and
inventory, and occasionally by the business owners principal residence. When the borrower is not
an individual, the Bank generally obtains the personal guarantee of the business owner. As
compared to consumer lending, which includes single-family residences, personal installment loans
and automobile loans, commercial lending entails significant additional risks. These loans
typically involve larger loan balances, are generally dependent on the cash flow of the business,
and thus may be subject to a greater extent to adverse conditions in the general economy or in a
specific industry. Management reviews the borrowers cash flows when deciding whether to grant the
credit, to evaluate whether estimated future cash flows will be adequate to service principal and
interest of the new obligation in addition to existing obligations. Commercial real estate loans are primarily secured by borrower-occupied business real estate and
are dependent on the ability of the related business to generate adequate cash flow to service the
debt. Commercial real estate loans are generally originated with a loan-to-value ratio of 80% or
less. Commercial construction loans are secured by commercial real estate and in most cases the
bank also provides the permanent financing. Advances are monitored by the Bank and the maximum
loan to value is typically limited to the lesser of 90% of cost or 80% of appraisal. Management
performs much the same analysis when deciding whether to grant a commercial real estate loan as
when deciding whether to grant a commercial loan. Residential real estate loans carry both fixed and variable rates and are secured by the borrowers
residence. Such loans are made based on the borrowers ability to make repayment from employment
and other income. Management assesses the borrowers ability to repay the debt through review of
credit history and ratings, verification of employment and other income, review of debt-to-income
ratios and other measures of repayment ability. The Bank generally makes these loans in amounts of
85% or less of the value of collateral or up to 100% with PMI. An appraisal from a qualified real
estate appraiser or an evaluation based on tax value is obtained for substantially all loans
secured by real estate. Residential construction loans are secured by residential real estate that
generally will be occupied by the borrower on completion. While not contractually required to do
so, the Bank usually makes the permanent loan at the end of the construction phase. Construction
loans also are made in amounts of 85% or less of the value of the collateral. Home equity lines of credit are made to individuals and are secured by second or first mortgages on
the borrowers residence. Loans are based on similar credit and appraisal criteria used for
residential real estate loans; however, loans up to 100% of the value of the property may be
approved for borrowers with excellent credit histories. These loans typically bear interest at
variable rates and require certain minimum monthly payments. Installment loans to individuals include loans secured by automobiles and other consumer assets,
including second mortgages on personal residences. Consumer loans for the purchase of new
automobiles generally do not exceed 90% of the purchase price of the automobile. Loans for used
automobiles generally do not exceed average wholesale or trade-in values as stipulated in a recent
auto-industry used-car price guide. Credit card and overdraft protection loans are unsecured
personal lines of credit to individuals of demonstrated good credit character with reasonably
assured sources of income and satisfactory credit histories. Consumer loans generally involve more
risk than residential mortgage loans because of the type and nature of collateral and, in certain
types of consumer loans, absence of collateral. Since these loans are generally repaid from
ordinary income of the individual or family unit, repayment may be adversely affected by job loss,
divorce, ill health or by general decline in economic conditions. The Bank assesses the borrowers
ability to make repayment through a review of credit history, credit ratings, debt-to-income ratios
and other measures of repayment ability. While the Companys chief decision-makers monitor the revenue streams of the various Company
products and services, operations are managed and financial performance is evaluated on a
Company-wide basis. Accordingly, all of the Companys banking operations are considered by
management to be aggregated in one reportable operating segment. Employees At December 31, 2004, the Bank had 146 employees, 112 of which were employed on a full-time basis.
The Company has no separate employees not also employed by the Bank. No employees are covered by
collective bargaining agreements. Management considers its employee relations to be good. 3




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Competition The Bank operates in a highly competitive industry due, in part, to Ohio law permitting statewide
branching by banks, savings and loan associations and credit unions. Ohio law also permits
nationwide interstate banking on a reciprocal basis. In its primary market area of Holmes and
surrounding counties, the Bank competes for new deposit dollars and loans with several other
commercial banks, both large regional banks and smaller community banks, as well as savings and
loan associations, credit unions, finance companies, insurance companies, brokerage firms and
investment companies. The ability to generate earnings is impacted, in part, by competitive
pricing on loans and deposits and by changes in the rates on various U.S. Treasury and State and
political subdivision issues which comprise a significant portion of the Banks investment
portfolio, and which rates are used as indices on several loan products. The Bank believes its
presence in the Holmes County area provides the Bank with a competitive advantage due to its large
asset base and ability to make loans and provide services to the local community. On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act of 1999
(Gramm-Leach) that permits bank holding companies to become financial holding companies and
thereby affiliate with securities firms and insurance companies and engage in other activities that
are financial in nature. Gramm-Leach may significantly change the competitive environment in which
the Company conducts business. See Financial Modernization for further discussion. Supervision and Regulation The Bank is subject to supervision, regulation and periodic examination by the Federal Reserve
Board and the State of Ohio Division of Financial Institutions. Because the Federal Deposit
Insurance Corporation insures its deposits, the Bank is also subject to certain regulations of that
federal agency. As a bank holding company, the Company is subject to supervision, regulation and
periodic examination by the Federal Reserve Board. The earnings of the Company and the Bank are
affected by state and federal laws and regulations, and by policies of various regulatory
authorities. These policies include, for example, statutory maximum lending rates, requirements on
maintenance of reserves against deposits, domestic monetary policies of the Board of Governors of
the Federal Reserve System, United States fiscal policy, international currency regulations and
monetary policies, certain restrictions on banks relationships with many phases of the securities
business and capital adequacy and liquidity restraints. Financial Modernization Pursuant to Gramm-Leach, a bank holding company may become a financial holding company if each of
its subsidiary banks is well capitalized under regulatory prompt corrective action provisions, is
well managed, and has at least a satisfactory rating under the Community Reinvestment Act (CRA)
by filing a declaration that the bank holding company wishes to become a financial holding company.
No prior regulatory approval will be required for a financial holding company to acquire a
company, other than a bank or savings association, engaged in activities that are financial in
nature or incidental to activities that are financial in nature, as determined by the Federal
Reserve Board. Gramm-Leach defines financial in nature to include securities underwriting, dealing and market
making; sponsoring mutual funds and investment companies; insurance underwriting and agency;
merchant banking activities; and activities that the Board has determined to be closely related to
banking. Subsidiary banks of a financial holding company must continue to be well capitalized and
well managed in order to continue to engage in activities that are financial in nature without
regulatory actions or restrictions, which could include divestiture of the financial in nature
subsidiary or subsidiaries. In addition, a financial holding company or a bank may not acquire a
company that is engaged in activities that are financial in nature unless each of the subsidiary
banks of the financial holding company or the bank has CRA rating of satisfactory or better. 4




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On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, which contains
important new requirements for public companies in the area of financial disclosure and corporate
governance. In accordance with section 302(a) of the Sarbanes-Oxley Act, written certifications by
the Companys Chief Executive Officer and Chief Financial Officer are required. These
certifications attest that the Companys quarterly and annual reports filed with the SEC do not
contain any untrue statement of a material fact or omit to state a material fact. The Company has
also implemented a program designed to comply with Section 404 of the Sarbanes-Oxley Act, which
includes the identification of significant processes and accounts, documentation of the design of
control effectiveness over process and entity level controls, and testing of the operating
effectiveness of key controls. The Securities and Exchange Commission recently extended the
deadline for Section 404 compliance for non-accelerated filers, including the Company, until the
fiscal year ended December 31, 2006. The Company has begun the documentation phase of required
Section 404 certification. Statistical Disclosures The following schedules present, for the periods indicated, certain financial and statistical
information of the Company as required under the Securities and Exchange Commissions Industry
Guide 3, or a specific reference as to the location of required disclosures in the Companys 2004
Annual Report to Shareholders (the Annual Report). I. Distribution of Assets, Liabilities and Stockholders Equity; Interest Rates and Interest
Differential A&B. Average Balance Sheet and Related Analysis of Net Interest Earnings: The information set
forth under the heading Average Balances, Rates and Yields which is incorporated by reference
pursuant to Part II, Item 7 of this document, is incorporated herein by reference. C. Dollar Amount of Change in Interest Income and Interest Expense: The information set forth
under the heading Rate/Volume Analysis of Changes in Income and Expense which is incorporated by
reference pursuant to Part II, Item 7 of this document, is incorporated herein by reference. II. Securities Portfolio A. The following is a schedule of the carrying value of securities at December 31, 2004, 2003 and
2002. (In thousands of dollars)
    
    2004
    
    
    2003
    
    
    2002Securities available-for-sale, at fair valueU.S. Treasury securities
    
    $
    134U.S. Government corporations and agencies
    
    
    39,214
    
    
    $
    24,084
    
    
    $
    18,675Mortgage-related securities
    
    
    16,228

    
    
    
    4,260
    
    
    
    3,339Obligations of states and political subdivisions
    
    
    17,862
    
    
    
    646
    
    
    
    658Total
    
    $
    73,438
    
    
    $
    28,990
    
    
    $
    22,672Securities held-to-maturity, at amortized costU.S. Treasury securities
    
    
    
    
    
    $
    102
    
    
    $
    102U.S. Government corporations and agencies
    
    
    
    
    
    
    1,000
    
    
    
    7,001Obligations of states and political subdivisions
    
    
    
    
    
    
    34,990
    
    
    
    40,720Total
    
    
    
    
    
    $
    36,092
    
    
    $
    47,823
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B. The following is a schedule of maturities for each category of debt securities and the related
weighted average yield of such securities as of December 31, 2004: (In thousands of dollars)MaturingAfter One Year
    
    
    After Five YearsThrough Five
    
    
    Through TenOne Year or Less
    
    
    Years
    
    
    Years
    
    
    After Ten YearsAmount
    
    
    Yield
    
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    YieldAvailable for sale:U.S. Treasury
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    134
    
    
    
    5.88
    %U.S. Government
corporations and
agencies
    
    $
    4,961
    
    
    
    1.73
    %
    
    $
    18,927
    
    
    
    3.46
    %
    
    $
    15,326
    
    
    
    4.10
    %Mortgage-related
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,434
    
    
    
    4.45
    
    
    
    12,794
    
    
    
    4.58Obligations of
states and
political
subdivisions
    
    
    4,559
    
    
    
    5.94
    
    
    
    10,906
    
    
    
    6.98
    
    
    
    2,397
    
    
    
    6.76Total
    
    $
    9,520
    
    
    
    3.75
    %
    
    $
    29,833
    
    
    
    4.75
    %
    
    $
    21,157
    
    
    
    4.46
    %
    
    $
    12,928
    
    
    
    4.59
    %
 The weighted average yields are calculated using amortized cost of investments and are based on
coupon rates for securities purchased at par value, and on effective interest rates considering
amortization or accretion if securities were purchased at a premium or discount. The weighted
average yield on tax-exempt obligations is presented on a tax-equivalent basis based on the
Companys marginal federal income tax rate of 34%. Other securities consist of Federal Reserve
Bank and Federal Home Loan Bank stock bearing no stated maturity or yield and are not included in
this analysis. C. Excluding holdings of U.S. Treasury securities and other agencies and corporations of the U.S.
Government, there were no investments in securities of any one issuer that exceeded 10% of the
Companys consolidated shareholders equity at December 31, 2004. III. Loan Portfolio A. Types of Loans  Total loans on the balance sheet are comprised of the following
classifications at December 31: (In thousands of dollars)
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000Commercial
    
    $
    77,231
    
    
    $
    73,559
    
    
    $
    74,907
    
    
    $
    68,180
    
    
    $
    85,458Commercial real estate
    
    
    43,744
    
    
    
    49,160
    
    
    
    41,665
    
    
    
    31,170
    
    
    
    39,122Residential real estate
    
    
    78,862
    
    
    
    72,944
    
    
    
    65,653
    
    
    
    55,228
    
    
    
    56,342Residential real estate loans held for saleConstruction
    
    
    8,034
    
    
    
    5,503
    
    
    
    5,453
    
    
    
    1,255
    
    
    
    7,543Installment and credit card
    
    
    10,273
    
    
    
    12,251
    
    
    
    12,382
    
    
    
    13,518
    
    
    
    18,033Total loans
    
    $
    218,144
    
    
    $
    213,417
    
    
    $
    200,060
    
    
    $
    169,351
    
    
    $
    206,498
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B. Maturities and Sensitivities of Loans to Changes in Interest Rates  The following is a
schedule of maturities of loans based on contract terms and assuming no amortization or
prepayments, excluding real estate mortgage and installment loans, as of December 31, 2004: MaturingOne Year
    
    
    One Through
    
    
    After Five(In thousands of dollars)
    
    or Less
    
    
    Five Years
    
    
    Years
    
    
    TotalCommercial
    
    $
    25,451
    
    
    $
    27,869
    
    
    $
    23,911
    
    
    $
    77,231Commercial real estate
    
    
    5,839
    
    
    
    10,912
    
    
    
    26,993
    
    
    
    43,744Construction
    
    
    80
    
    
    
    
    
    
    
    7,954
    
    
    
    8,034Total
    
    $
    31,370
    
    
    $
    38,781
    
    
    $
    58,858
    
    
    $
    129,009
 The following is a schedule of fixed rate and variable rate commercial, commercial real estate and
real estate construction loans due after one year from December 31, 2004. (In thousands of dollars)
    
    Fixed Rate
    
    
    Variable RateTotal commercial, commercial real estate and construction
loans due after one year
    
    $
    10,242
    
    
    $
    87,397
 C. Risk Elements 1. Nonaccrual, Past Due and Restructured Loans  The following schedule summarizes nonaccrual,
past due and restructured loans. December 31(In thousands of dollars)
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000(a) Loans accounted for on a nonaccrual basis
    
    $
    1,552
    
    
    $
    1,170
    
    
    $
    1,721
    
    
    $
    3,159
    
    
    $
    1,119(b) Accruing loans that are contractually
past due 90 days or more as to interest or
principal payments
    
    
    119
    
    
    
    175
    
    
    
    
    
    
    
    119
    
    
    
    226(c) Loans which are troubled debt
restructuring as defined in Statement of
Financial Accounting Standards No. 15
(exclusive of loans in (a) or (b) above)Totals
    
    $
    1,671
    
    
    $
    1,345
    
    
    $
    1,721
    
    
    $
    3,278
    
    
    $
    1,345
 The policy for placing loans on nonaccrual status is to cease accruing interest on loans when
management believes that collection of interest is doubtful, when commercial loans are past due as
to principal and interest 90 days or more or when mortgage loans are past due as to principal and
interest 120 days or more, except that in certain circumstances interest accruals are continued on
loans deemed by management to be well-secured and in process of collection. In such cases, loans
are individually evaluated in order to determine whether to continue income recognition after 90
days beyond the due date. When loans are placed on nonaccrual, any accrued interest is charged
against interest income. Consumer loans are not placed on non-accrual but are charged off after 90
days past due. (d) Impaired Loans  Information regarding impaired loans at December 31 is as follows: (In thousands of dollars)
    
    2004
    
    
    2003
    
    
    2002Balance of impaired loans at December 31
    
    $
    1,198
    
    
    $
    897
    
    
    $
    916Less portion for which no allowance for loan loss is allocatedPortion of impaired loan balance for which an allowance for
loan losses is allocated
    
    
    1,198
    
    
    
    897

    
    
    
    916Portion of allowance for loan losses allocated to the
impaired loan balance at December 31
    
    
    388
    
    
    
    251
    
    
    
    239
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Interest income recognized on impaired loans during the year amounted to $24,000 while $45,000
would have been recognized had the loans been performing under their contractual terms. Impaired loans are comprised of commercial and commercial real estate loans, and are carried at the
present value of expected cash flows discounted at the loans effective interest rate or at fair
value of the collateral if the loan is collateral dependent. A portion of the allowance for loan
losses is allocated to impaired loans. Smaller-balance homogeneous loans are evaluated for impairment in total. Such loans include
residential first-mortgage loans secured by one- to four-family residences, residential
construction loans, and automobile, home equity and second-mortgage loans less than $100,000. Such
loans are included in nonaccrual and past due disclosures in (a) and (b) above, but not in the
impaired loan totals. Commercial loans and mortgage loans secured by other properties are
evaluated individually for impairment. When analysis of borrower operating results and financial
condition indicates that underlying cash flows of the borrowers business are not adequate to meet
its debt service requirements, the loan is evaluated for impairment. Impaired loans, or portions
thereof, are charged off when deemed uncollectible. 2. Potential Problem Loans  At December 31, 2004, no loans were identified that management has
serious doubts about the borrowers ability to comply with present loan repayment terms that are
not included in item III.C.1. On a monthly basis, the Company internally classifies certain loans
based on various factors. At December 31, 2004, these amounts, including impaired and
nonperforming loans, amounted to $8.4 million of substandard loans and $10,200 of doubtful loans. 3. Foreign Outstandings  There were no foreign outstandings during any period presented. 4. Loan Concentrations  As of December 31, 2004, there are no concentrations of loans greater
than 10% of total loans that are not otherwise disclosed as a category of loans in Item III.A
above. D. Other Interest-Bearing Assets  As of December 31, 2004, there are no other interest-bearing
assets required to be disclosed under Item III.C.1 or 2 if such assets were loans. 8




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IV. Summary Of Loan Loss Experience A. The following schedule presents an analysis of the allowance for loan losses, average loan data
and related ratios for the years ended December 31: (In thousands of dollars)
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000LOANSAverage loans outstanding
during period
    
    $
    216,864
    
    
    $
    209,231
    
    
    $
    181,147
    
    
    $
    186,665
    
    
    $
    208,193ALLOWANCE FOR LOAN LOSSESBalance at beginning of period
    
    $
    2,459
    
    
    $
    2,701
    
    
    $
    4,019
    
    
    $
    7,460
    
    
    $
    3,419Loans charged off:Commercial
    
    
    (95
    )
    
    
    (56
    )
    
    
    (429
    )
    
    
    (1,585
    )
    
    
    (1,633
    )Commercial real estate
    
    
    0
    
    
    
    (97
    )
    
    
    (342
    )
    
    
    (1,441
    )
    
    
    (6
    )Residential real estate
    
    
    (275
    )
    
    
    (70
    )
    
    
    (154
    )
    
    
    (151
    )
    
    
    (18
    )Installment and credit card
    
    
    (64
    )
    
    
    (115
    )
    
    
    (240
    )
    
    
    (571
    )
    
    
    (590
    )Total loans charged off
    
    
    (434
    )
    
    
    (338
    )
    
    
    (1,165
    )
    
    
    (3,748
    )
    
    
    (2,247
    )Recoveries of loans
previously charged off:Commercial
    
    
    61
    
    
    
    7
    
    
    
    244
    
    
    
    126
    
    
    
    52Commercial real estate
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Residential real estate
    
    
    23
    
    
    
    70
    
    
    
    36
    
    
    
    42
    
    
    
    0Installment
    
    
    43
    
    
    
    70
    
    
    
    153
    
    
    
    104
    
    
    
    94Total loan recoveries
    
    
    127
    
    
    
    147
    
    
    
    433
    
    
    
    272
    
    
    
    146Net loans charged off
    
    
    (307
    )
    
    
    (191
    )
    
    
    (732
    )
    
    
    (3,476
    )
    
    
    (2,101
    )Provision charged to
operating expense
    
    
    423
    
    
    
    (51
    )
    
    
    (586
    )
    
    
    35
    
    
    
    6,142Balance at end of period
    
    
    2,575
    
    
    $
    2,459
    
    
    $
    2,701
    
    
    $
    4,019
    
    
    $
    7,460Ratio of net charge-offs to
average loans outstanding for
period
    
    
    .14
    %
    
    
    .09
    %
    
    
    .40
    %
    
    
    1.86
    %
    
    
    1.01
    %
 The allowance for loan losses balance and provision charged to expense are determined by management
based on periodic reviews of the loan portfolio, past loan loss experience, economic conditions and
various other circumstances subject to change over time. In making this judgment, management
reviews selected large loans, as well as impaired loans, other delinquent, nonaccrual and problem
loans and loans to industries experiencing economic difficulties. The collectibility of these
loans is evaluated after considering current operating results and financial position of the
borrower, estimated market value of collateral, guarantees and the Companys collateral position
versus other creditors. Judgments, which are necessarily subjective, as to the probability of loss
and amount of such loss are formed on these loans, as well as other loans taken together. B. The following schedule is a breakdown of the allowance for loan losses allocated by type of
loan and related ratios. While managements periodic analysis of the adequacy of the allowance for
loan losses may allocate portions of the allowance for specific problem-loan situations, the entire
allowance is available for any loan charge-offs that occur. 9




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##### Table of Contents



Allocation of the Allowance for Loan Losses(In thousands of dollars)Percentage of
    
    
    
    
    
    
    Percentage of
    
    
    
    
    
    
    Percentage of
    
    
    
    
    
    
    Percentage of
    
    
    
    
    
    
    Percentage ofLoans in
    
    
    
    
    
    
    Loans in
    
    
    
    
    
    
    Loans in
    
    
    
    
    
    
    Loans in
    
    
    
    
    
    
    Loans inEach
    
    
    
    
    
    
    Each
    
    
    
    
    
    
    Each
    
    
    
    
    
    
    Each
    
    
    
    
    
    
    EachAllowance
    
    
    Category to
    
    
    Allowance
    
    
    Category to
    
    
    Allowance
    
    
    Category to
    
    
    Allowance
    
    
    Category to
    
    
    Allowance
    
    
    Category toAmount
    
    
    Total Loans
    
    
    Amount
    
    
    Total Loans
    
    
    Amount
    
    
    Total Loans
    
    
    Amount
    
    
    Total Loans
    
    
    Amount
    
    
    Total LoansDecember 31, 2004
    
    
    December 31, 2003
    
    
    December 31, 2002
    
    
    December 31, 2001
    
    
    December 31, 2000Commercial
    
    $
    1,256
    
    
    
    35.40
    %
    
    $
    741
    
    
    
    34.47
    %
    
    $
    809
    
    
    
    37.44
    %
    
    $
    2,011
    
    
    
    40.26
    %
    
    $
    3,879
    
    
    
    41.39
    %Commercial real
estate
    
    
    765
    
    
    
    20.05
    
    
    
    759
    
    
    
    23.03
    
    
    
    908
    
    
    
    20.82
    
    
    
    1,132
    
    
    
    18.41
    
    
    
    2,486
    
    
    
    18.95Residential real
estate
    
    
    261
    
    
    
    36.15
    
    
    
    768
    
    
    
    34.18
    
    
    
    491
    
    
    
    32.82
    
    
    
    370
    
    
    
    32.61
    
    
    
    214
    
    
    
    27.28Construction
    
    
    18
    
    
    
    3.68
    
    
    
    30
    
    
    
    2.58
    
    
    
    35
    
    
    
    2.73
    
    
    
    0
    
    
    
    .74
    
    
    
    0
    
    
    
    3.65Installment and
credit card
    
    
    22
    
    
    
    4.71
    
    
    
    70
    
    
    
    5.74
    
    
    
    231
    
    
    
    6.19
    
    
    
    401
    
    
    
    7.98
    
    
    
    628
    
    
    
    8.73Unallocated
    
    
    253
    
    
    
    
    
    
    
    91
    
    
    
    
    
    
    
    227
    
    
    
    
    
    
    
    105
    
    
    
    
    
    
    
    253Total
    
    $
    2,575
    
    
    
    100.00
    %
    
    $
    2,459
    
    
    
    100.00
    %
    
    $
    2,701
    
    
    
    100.00
    %
    
    $
    4,019
    
    
    
    100.00
    %
    
    $
    7,460
    
    
    
    100.00
    %
 10




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##### Table of Contents



V. Deposits A. & B. The following is a schedule of average deposit amounts and average rates paid on each
category for the periods indicated: Average
    
    
    AverageAmounts Outstanding
    
    
    Rate PaidYear ended December 31
    
    
    Year ended December 312004
    
    
    2003
    
    
    2002
    
    
    2004
    
    
    2003
    
    
    2002(In thousands of dollars)Noninterest-bearing demand
    
    $
    34,310
    
    
    $
    30,551
    
    
    $
    27,884
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AInterest-bearing demand
deposits
    
    
    48,042
    
    
    
    46,687
    
    
    
    44,456
    
    
    
    .22
    %
    
    
    .41
    %
    
    
    .92
    %Savings deposits
    
    
    42,904
    
    
    
    37,989
    
    
    
    35,759
    
    
    
    .44
    
    
    
    .53
    
    
    
    .99Time deposits
    
    
    116,418
    
    
    
    121,298
    
    
    
    126,981
    
    
    
    2.53
    %
    
    
    2.85
    
    
    
    3.94Total deposits
    
    $
    241,674
    
    
    $
    236,525
    
    
    $
    235,080
 C. and E. There were no foreign deposits in any period presented. D. The following is a schedule of maturities of time certificates of deposit in amounts of
$100,000 or more as of December 31, 2004: (In thousands of dollars)Three months or less
    
    $
    7,053Over three through six months
    
    
    1,980Over six through twelve months
    
    
    3,635Over twelve months
    
    
    17,949Total
    
    $
    30,617
 VI. Return On Equity and Assets 2004
    
    
    2003
    
    
    2002Return on average assets
    
    
    0.81
    %
    
    
    0.68
    %
    
    
    0.65
    %Return on average shareholders equity
    
    
    7.15
    
    
    
    6.00
    
    
    
    5.76Dividend payout ratio
    
    
    54.44
    
    
    
    61.48
    
    
    
    41.04Average shareholders equity to average assets
    
    
    11.31
    
    
    
    11.35
    
    
    
    11.30
 11




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##### Table of Contents



VII. Short-Term Borrowings Short-term borrowings consist of securities sold under agreements to repurchase and federal funds
purchased. Securities sold under agreements to repurchase generally mature one (1) day from the
transaction date. Federal funds purchased generally have overnight terms. Information concerning
short-term borrowings is summarized as follows: (In thousands of dollars)
    
    2004
    
    
    2003
    
    
    2002Securities sold under agreements to repurchase and
federal funds purchased at period-end
    
    $
    13,316
    
    
    $
    11,859
    
    
    $
    14,448Weighted average interest rate at period-end
    
    
    .64
    %
    
    
    .56
    %
    
    
    .76
    %Maximum outstanding at any month-end during the year
    
    
    13,693
    
    
    
    13,738
    
    
    
    15,596Average amount outstanding
    
    
    17,223
    
    
    
    12,885
    
    
    
    13,760Weighted average rates during the year
    
    
    .49
    %
    
    
    .61
    %
    
    
    .82
    %
 
 ITEM 2 - PROPERTIES The Bank owns and operates its main office at 6 West Jackson Street, Millersburg, Ohio 44654. The
Bank also operates eight banking centers and one other property as noted below: The Berlin Banking Center, 4587 S. R. 39, Suite B, Berlin, Ohio 44610 (leased) The South Clay Banking Center, 91 S. Clay Street, Millersburg, Ohio 44654 (owned) The Winesburg Banking Center, 2225 U.S. 62, Winesburg, Ohio 44690 (owned) The Clinton Commons Banking Center, 2102 Glen Drive, Millersburg, Ohio 44654 (leased) The Walnut Creek Banking Center, 4980 Old Pump Street, Walnut Creek, Ohio 44687 (owned) The Charm Banking Center, 4440 C.R. 70, Charm, Ohio 44617 (leased) The Sugarcreek Banking Center, 127 S. Broadway, Sugarcreek, Ohio 44681 (owned) The Operations Center, 91 North Clay Street, Millersburg, Ohio 44654 (owned) The Shreve Banking Center, 333 W. South Street, Shreve, OH 44676 (owned) The Bank considers its physical properties to be in good operating condition and suitable for the
purposes for which they are being used. All properties owned by the Bank are unencumbered by any
mortgage or security interest and are adequately insured, in managements opinion. 
 ITEM 3 - LEGAL PROCEEDINGS There is no pending litigation, other than routine litigation incidental to the business of the
Company and Bank, or of a material nature involving or naming the Company or Bank as a defendant.
Further, there are no material legal proceedings in which any director, executive officer,
principal shareholder or affiliate of the Company is a party or has a material interest that is
adverse to the Company or Bank. None of the routine litigation in which the Company or Bank is
involved is expected to have a material adverse impact on the financial position or results of
operations of the Company or Bank. 12




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##### Table of Contents



ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders during the fourth quarter of 2004. 
 PART II 
 ITEM 5 - MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Information contained in the section captioned Common Stock and Shareholder Information on page
19 of the Annual Report is incorporated herein by reference. 
 ITEM 6 - SELECTED FINANCIAL DATA Information contained in the section captioned Selected Financial Data on page 9 of the Annual
Report is incorporated herein by reference. 
 ITEM 7 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Information contained in the section captioned 2004 Financial Review on pages 8 through 19 of the
Annual Report is incorporated herein by reference. 
 ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information contained in the section captioned  Quantitative and Qualitative Disclosures About
Market Risk on pages 15 and 16 of the Annual Report is incorporated herein by reference. 
 ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Information contained in the consolidated financial statements and related notes and the Report of
Independent Registered Public Accounting Firm thereon, on pages 20 through 42 of the Annual Report
is incorporated herein by reference. 
 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes in or disagreements between the Company and Clifton Gunderson LLP, its
independent public accountant, on any matter of accounting principle or practice, financial
statement disclosure or auditing scope procedure during the years ended December 31, 2004 and 2003. 
 ITEM 9A - CONTROLS AND PROCEDURES Evaluation Of Disclosure Controls And Procedures With the participation of the Companys management, including the Companys Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), an evaluation of the effectiveness of the Companys
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934)was performed, as of the end of the period covered by this Annual Report.
Based on this evaluation, the CEO and CFO have concluded that the Companys disclosure controls and
procedures are effective to ensure that material information is recorded, processed, summarized and
reported by management of the Company on a timely basis in order to comply with the Companys
disclosure obligations under the Securities Exchange Act of 1934 and the SEC rules thereunder. 13




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##### Table of Contents



Changes In Internal Control Over Financial Reporting There have been no significant changes during the quarter ended December 31, 2004 in the Companys
internal controls over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934) or in other factors that could have significantly affected those
controls subsequent to the date of our most recent evaluation of internal controls over financial
reporting, including any corrective actions with regard to significant deficiencies and material
weaknesses. 
 ITEM 9B  OTHER INFORMATION None 
 PART III 
 ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information contained in the section captioned ELECTION OF DIRECTORS on pages 4 through 8 of the
Companys proxy statement for the Companys Annual Meeting of Shareholders filed with the
Securities and Exchange Commission on March 18, 2005 (the Proxy Statement) and information
contained in the section captioned SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE on
page 4 of the Proxy Statement is incorporated herein by reference. Code of Ethics We have adopted a Code of Ethics that applies to our senior financial officers including our Chief
Executive Officer and Chief Financial Officer. We have posted our Code of Ethics on our website a
www.csb1.com. We plan to satisfy SEC disclosure requirements regarding any amendments to, or
waiver of, the Code of Ethics relating to our Chief Executive Officer or Chief Financial Officer,
and persons performing similar functions, by posting such information on our website and making any
necessary filings with the SEC. Any person may receive a copy of our Code of Ethics free of charge
upon request. 
 ITEM 11  EXECUTIVE COMPENSATION Information contained in the section captioned REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS ON EXECUTIVE COMPENSATION on page 9 of the Proxy Statement, the section captioned
EXECUTIVE COMPENSATION on pages 12 and 13 of the Proxy Statement, the section captioned
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS on pages 14
and 15 of the Proxy Statement, and the section captioned COMPENSATION AND NOMINATING COMMITTEE AND
INSIDER PARTICIPATION; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS on page 17 of the Proxy
Statement, is incorporated herein by reference. 14




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##### Table of Contents



ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS Information contained in the section captioned SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT on pages 2 through 4 of the Proxy Statement is incorporated herein by reference. Equity Compensation Plan Information Number of sharesNumber of shares of
    
    
    
    
    
    
    remaining available forcommon stock to be issued
    
    
    Weighted-average exercise
    
    
    future issuance underupon exercise of
    
    
    price of outstanding
    
    
    equity compensation plansoutstanding options,
    
    
    options, warrants, and
    
    
    (excluding securitieswarrants and rights
    
    
    rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans
approved by
stockholders
    
    
    17,820
    
    
    $
    16.86
    
    
    
    57,180Equity compensation
plans not approved
by stockholders
    
    
    25,000
    
    
    $
    15.55
    
    
    
    0Total
    
    
    42,820
    
    
    $
    16.09
    
    
    
    57,180
 
 ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information contained in the section captioned CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS on
pages 16 and 17 of the Proxy Statement is incorporated herein by reference. Those relationships
where transactions exceeded $60,000 for the year ended December 31, 2004, are as follows: Holmes
County Title Company, a corporation owned 100% by Ronda P. Steimel, wife of Director Samuel M.
Steimel, received $60,652 for title work and real estate closing services in the ordinary course of
business of CSB and the bank. 
 ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES Information contained in the section captioned CERTIFIED PUBLIC ACCOUNTANTS on page 11 of the
Proxy Statement is incorporated herein by reference. 15




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##### Table of Contents



PART IV 
 ITEM 15  EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES. (a) Exhibits ExhibitNumber
    
    Description of Document3.1
    
    Amended Articles of Incorporation of CSB Bancorp, Inc.
(incorporated by reference to Registrants 1994 Form 10-KSB)3.1.1
    
    Amended form of Article Fourth of Amended Articles of
Incorporation, as effective April 9, 1998 (incorporated by
reference to Registrants 1998 Form 10-K)3.2
    
    Code of Regulations of CSB Bancorp, Inc. (incorporated by
reference to Registrants Form 10-SB)4
    
    Form of Certificate of Common Shares of CSB Bancorp, Inc.
(incorporated by reference to Registrants Form 10-SB)10.1
    
    Leases for the Clinton Commons, Berlin and Charm Branch Offices
of The Commercial and Savings Bank (incorporated by reference
to Registrants Form 10-SB)10.2
    
    Third Amendment to Employment Agreement between CSB Bancorp,
Inc. and C. James Bess (incorporated by reference to
Registrants Form 10-Q filed May 13, 2003)10.3
    
    Employment Agreement between CSB Bancorp, Inc. and John J.
Limbert (incorporated by reference to Registrants Form 8-K
filed May 22, 2003)13
    
    Excerpts of CSB Bancorp, Inc. 2004 Annual Report to Shareholders21
    
    Subsidiary of CSB Bancorp, Inc.23
    
    Consent of Clifton Gunderson LLP31.1
    
    Section 302 Certification of Chief Executive Officer31.2
    
    Section 302 Certification of Chief Financial Officer32.1
    
    Section 906 Certification of Chief Executive Officer32.2
    
    Section 906 Certification of Chief Financial Officer
 16




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. CSB BANCORP, INC./s/ John J. LimbertDate: March 24, 2005
    
    John J. Limbert, President and Chief Executive Officer
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities indicated on March
24, 2005. Signatures
    
    Title/s/ John J. Limbert
    
    President and Chief Executive Officer
(Principal Executive Officer)John J. Limbert/s/ Paula J. Meiler
    
    Senior Vice President and Chief Financial OfficerPaula J. Meiler/s/ Pamela S. Basinger
    
    Financial Officer and Principal Accounting OfficerPamela S. Basinger/s/ Ronald E. Holtman
    
    DirectorRonald E. Holtman/s/ Jeffery A. Robb
    
    DirectorJeffery A. Robb, Sr./s/ Robert K. Baker
    
    DirectorRobert K. BakerDirectorDaniel J. Miller/s/ John R. Waltman
    
    DirectorJohn R. Waltman
 17




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##### Table of Contents



Signatures
    
    Title/s/ Samuel M. Steimel
    
    DirectorSamuel M. Steimel/s/ Eddie L. Steiner
    
    DirectorEddie L. Steiner/s/ J. Thomas Lang
    
    DirectorJ. Thomas Lang
 
 INDEX TO EXHIBITS SequentialExhibit Number
    
    Description of Document
    
    Page3.1
    
    Amended Articles of Incorporation of CSB Bancorp, Inc.
(incorporated by reference to Registrants 1994 Form 10-KSB)
    
    N/A3.1.1
    
    Amended form of Article Fourth of Amended Articles of
Incorporation, as effective April 9, 1998 (incorporated by
reference to Registrants 1998 Form 10-K).
    
    N/A3.2
    
    Code of Regulations of CSB Bancorp, Inc. (incorporated by reference
to Registrants Form 10-SB).
    
    N/A4
    
    Form of Certificate of Common Shares of CSB Bancorp, Inc.
(incorporated by reference to Registrants Form 10-SB).
    
    N/A10.1
    
    Leases for the Clinton Commons, Berlin and Charm Branch Offices of
The Commercial and Savings Bank (incorporated by reference to
Registrants Form 10-SB).
    
    N/A10.2
    
    Third Amendment to Employment Agreement between CSB Bancorp, Inc.
and C. James Bess (incorporated by reference to Registrants Form
10-Q filed May 13, 2003)
    
    N/A10.3
    
    Employment Agreement between CSB Bancorp, Inc. and John J. Limbert
(incorporated by reference to Registrants Form 8-K filed May 22,
2003)
    
    N/A13
    
    Excerpts of the CSB Bancorp, Inc. 2004 Annual Report to Shareholders
    
    N/A21
    
    Subsidiary of CSB Bancorp, Inc.
    
    N/A23
    
    Consent of Clifton Gunderson LLP
    
    N/A31.1
    
    Section 302 Certification of Chief Executive Officer
    
    N/A31.2
    
    Section 302 Certification of Chief Financial Officer
    
    N/A32.1
    
    Section 906 Certification of Chief Executive Officer
    
    N/A32.2
    
    Section 906 Certification of Chief Financial Officer
    
    N/A
 18