FORM 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
For the fiscal year ended December 31, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from to
Commission file number 0-21714
A. Full title of the plan and the address of the plan, if different from that of the issuer named
below:
The Commercial & Savings Bank
401(k) Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
CSB Bancorp, Inc.
91 North Clay Street
Millersburg, Ohio 44654
REQUIRED INFORMATION
1. |
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Audited Financial Statements and Supplemental Schedule of The Commercial &
Savings Bank 401(k) Retirement Plan Including: |
The Report of Independent Registered Public Accounting Firm: Statements of Net Assets
Available for Benefits as of December 31, 2008 and 2007; and Statement of Changes in Net
Assets Available for Benefits for the year ended December 31, 2008.
Consent of Independent Registered Public Accounting Firm S.R.Snodgrass, A.C.
THE COMMERCIAL & SAVINGS BANK
401(k) RETIREMENT PLAN
MILLERSBURG, OHIO
AUDIT REPORT
DECEMBER 31, 2008
THE COMMERCIAL & SAVINGS BANK
401(k) RETIREMENT PLAN
DECEMBER 31, 2008
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1 |
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2 |
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3 |
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4 - 10 |
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Supplemental Information |
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11 |
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EX-23 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Trustees of The Commercial & Savings Bank 401(k) Retirement Plan
Millersburg, Ohio
We have audited the accompanying statement of net assets available for benefits of The Commercial &
Savings Bank 401(k) Retirement Plan (the Plan) as of December 31, 2008 and 2007, and the related
statement of changes in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of The Commercial & Savings Bank 401(k) Retirement
Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the
years then ended, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 7 to the financial statements, effective January 1, 2008, the Plan adopted
Statement of Financial Accounting Standards No. 157, Fair Value Measurements.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2008, is presented for the purpose of additional analysis and is not a required part of the
basic financial statements, but is supplementary information required by the United States
Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the
Plans management. The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a whole.
/s/ S.R. Snodgrass, A.C.
Wexford, PA
June 22, 2009
1
THE COMMERCIAL & SAVINGS BANK
401(k) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2008 |
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2007 |
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ASSETS |
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Mutual Funds |
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$ |
2,137,890 |
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$ |
2,705,335 |
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Common Stock |
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673,125 |
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762,544 |
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Total Participant-directed investments |
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2,811,015 |
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3,467,879 |
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Receivables: |
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Employer profit sharing contributions |
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128,011 |
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120,533 |
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Employee contributions |
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9,047 |
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Employer match contribution |
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2,881 |
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Accrued investment income |
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3,528 |
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5,577 |
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Total receivables |
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131,539 |
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138,038 |
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Participant Loans |
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6,000 |
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0 |
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Cash and cash equivalents |
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1,071,342 |
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918,646 |
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Total assets available for benefits |
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4,019,896 |
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4,524,563 |
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LIABILITIES |
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Benefits payable |
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4,985 |
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22,450 |
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Due to others |
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397 |
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5,513 |
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Total liabilities |
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5,382 |
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27,963 |
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Net assets available for benefits |
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$ |
4,014,513 |
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$ |
4,496,600 |
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The accompanying notes are an integral part of these financial statements.
2
THE COMMERCIAL & SAVINGS BANK
401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31,
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2008 |
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2007 |
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ADDITIONS IN NET ASSETS ATTRIBUTED TO: |
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INVESTMENT INCOME: |
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Net appreciation (depreciation) in fair value of investments |
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$ |
(950,080 |
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$ |
127,724 |
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Interest and dividends, including $32,940 and
$36,483 of dividends from
CSB Bancorp, Inc., common stock |
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93,212 |
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164,345 |
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Total investment income |
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(856,868 |
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292,069 |
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Employee deferral |
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305,236 |
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303,366 |
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Rollover contributions |
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1,177 |
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179,998 |
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Employer contributions |
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210,069 |
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200,478 |
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Total contributions |
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516,482 |
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683,842 |
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Total additions |
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(340,386 |
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975,911 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
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Benefits paid directly to participants |
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141,701 |
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565,222 |
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In-kind distributions |
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14,892 |
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Total deductions |
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141,701 |
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580,114 |
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Net increase (decrease) |
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(482,087 |
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395,797 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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Beginning of the year |
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4,496,600 |
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4,100,803 |
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End of the year |
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$ |
4,014,513 |
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$ |
4,496,600 |
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The accompanying notes are an integral part of these financial statements.
3
THE COMMERCIAL & SAVINGS BANK
401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 DESCRIPTION OF PLAN
The following brief description of The Commercial & Savings Bank 401(k) Retirement Plan (the
Plan) is provided for general information purposes only. Interested participants should refer to
the Plan document for a more comprehensive description of the Plans provisions.
General
The Plan is a defined contribution plan covering the employees of The Commercial and Savings Bank
(the Bank), who have completed three months of service, attained age 21, and completed required
service hours. The Plan includes a 401(k) before-tax savings feature, which permits participants
to defer compensation under Section 401(k) of the Internal Revenue Code. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Plan is
not covered by the Pension Benefit Guaranty Corporation.
Contributions
Plan participants may defer and contribute up to 100 percent of their annual compensation, as
defined in the Plans agreement, subject to certain limitations as specified in the Internal
Revenue Code. The Plan presently offers eight mutual funds, a money market fund, and CSB Bancorp,
Inc., common stock as investment options for Plan participants.
The Bank has agreed to make periodic matching contributions of 50 percent of each participants
elective deferral contribution, up to a maximum of 2 percent of annual compensation (as defined).
The Plan also stipulates the Bank may make discretionary profit sharing contributions. To receive
the annual profit sharing contributions, a participant must be employed at the Bank on the last
day of the Plan year unless the participant has died, become disabled, or reached normal retirement
age during the year. The Banks profit sharing contributions are generally made in the first
quarter subsequent to the Plans year end.
Participant Accounts
Each participants account is credited with the participants compensation deferral contribution,
an allocation of the Banks matching and profit sharing contributions, and an allocation of the
investment earnings or loss of the funds in which the participant chooses to invest.
The benefit to which a participant is entitled is the benefit that can be provided from the
participants vested account.
Vesting
Participants are immediately vested in their voluntary contributions plus or minus actual earnings
or losses thereon. Vesting in the sponsors contributions in the Plan, plus earnings or losses
thereon is based on years of continuous service. Participants vest at the rate of 33 percent per
year and are fully vested after three years of credited service.
4
NOTE 1 DESCRIPTION OF PLAN (continued)
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50 percent of their account balance. The loans are secured by the balance in
the participants account and bear fixed interest rates that range from 4.25 percent to 5.0
percent, which are commensurate with local prevailing rates as determined monthly by the plan
administrator. Principal and interest is paid ratably through bi-weekly payroll deductions.
Payment of Benefits
The normal retirement date is the date a participant reaches age 59.5. When a participant reaches
the normal retirement date, terminates employment with the Bank, becomes totally disabled, or dies
while participating in the Plan, they are entitled to receive the vested amount in their individual
account.
If a participant dies before receiving all of the benefits in their account, the surviving spouse
will receive the remainder in the participants account as, a lump sum or in installments. If the
participant is not married at the time of death, the participants beneficiary may elect to receive
the remainder in the account in either a lump sum or in installments.
If benefits are elected to be received in installments, the installments may be made monthly,
quarterly or annually over a period not to exceed the participants life expectancy or the joint
life expectancy of the participant and designated beneficiary at the time the election is made.
Forfeitures
In the event a participant terminates prior to becoming fully vested, the unvested portion of the
participants matching and profit sharing contributions represent forfeitures. Matching
contribution and profit sharing forfeitures revert back to the Plan and are allocated to all
active participants based on relative compensation.
Matching contribution forfeitures to be allocated to active participants aggregated $9 and $1,633
at
December 31, 2008 and 2007, respectively, including $9 and $1,633 from terminated participants who
had taken full distribution and $0 from terminated participants who have not taken a distribution.
Of the matching contribution forfeitures available at December 31, 2008, $9 and $1,633 was
allocated as of December 31, 2008 and 2007, respectively.
Profit sharing contribution forfeitures to be allocated to active participants aggregated $19 and
$2,248 at December 31, 2008 and 2007, respectively, including $19 and $2,248 from terminated
participants who had taken full distribution and $0 from terminated participants who have not taken
a distribution. Of the profit sharing contribution forfeitures available at December 31, 2008, $19
and $2,248 was allocated as of December 31, 2008 and 2007, respectively.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting principles followed by the Plan and the methods of applying these principles conform
with U.S. generally accepted accounting principles.
A summary of the significant accounting and reporting policies applied in the presentation of the
accompanying financial statements follows:
5
Accounting Estimates
The financial statements have been prepared in conformity with U.S. generally accepted accounting
principles. In preparing the financial statements, management is required to make estimates and
assumptions that affect the reported amounts and disclosures. Actual results could differ
significantly from those estimates.
Valuation of Investments and Income Recognition
The Plans investments are stated at fair value. The fair value of mutual funds is determined
using the quoted net asset value of the specified fund. The fair value of CSB Bancorp, Inc. common
stock is determined based on a quoted market price. Cash equivalents are valued at cost, which
approximates fair value.
The net appreciation (depreciation) in fair value of investments includes investments purchased,
sold, and held during the year.
Purchases and sale of investments are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
Administrative Expenses
Certain administrative functions are performed by officers and employees of the Bank. No such
officer or employee receives compensation from the Plan. Certain other administrative expenses are
paid directly by the Bank. Such costs amounted to $37,114 and $33,759 for the year ended December
31, 2008 and 2007, respectively.
6
NOTE 3 INVESTMENTS
The Plan investments are administered by The Commercial & Savings Bank Trust Department (Trustee)
under a trust agreement dated August 15, 2007.
The fair values of the individual investments that represent 5 percent or more of the Plans net
assets available for benefits as of December 31 are as follows:
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2008 |
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2007 |
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Fair |
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Fair |
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Cost |
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Value |
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Cost |
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Value |
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Investments at fair value as
determined by quoted market prices: |
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Common stock CSB Bancorp, Inc. |
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$ |
999,713 |
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$ |
673,125 |
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$ |
1,021,151 |
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$ |
762,544 |
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Federated Govt Obligation Fund |
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1,056,470 |
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1,056,470 |
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895,579 |
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895,579 |
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Fidelity Advisor Equity Growth Fund |
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531,346 |
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385,429 |
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549,956 |
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783,079 |
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T Rowe Price Capital Appreciation |
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390,356 |
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273,342 |
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381,523 |
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362,232 |
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Vanguard International Value |
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450,038 |
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270,262 |
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372,064 |
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378,772 |
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Vanguard Mid-Cap Index |
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460,897 |
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269,063 |
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446,300 |
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436,771 |
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Federated Income Trust |
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461,003 |
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474,424 |
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405,987 |
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414,014 |
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Federated U.S. Govt 2-5 years |
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303,345 |
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324,255 |
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160,452 |
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163,663 |
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$ |
4,653,168 |
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$ |
3,726,370 |
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$ |
4,233,012 |
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$ |
4,196,654 |
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The Plans investments appreciated (depreciated) in fair value for the years ended December 31 as
follows:
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Net Appreciation
(Depreciation) |
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in Fair Value During Year |
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2008 |
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2007 |
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Investments at fair value as determined by quoted
market prices: |
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Mutual funds |
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$ |
(869,319 |
) |
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$ |
203,538 |
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Common stock |
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(80,761 |
) |
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(75,814 |
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Net appreciation (depreciation) in fair value |
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$ |
(950,080 |
) |
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$ |
127,724 |
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7
NOTE 4 PLAN TERMINATION
Although it has not expressed any intent to do so, the Bank has the right, under the Plan, to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of termination of the Plan, participants will become 100 percent vested in
their accounts.
NOTE 5 TAX STATUS
On March 31, 2008 the Internal Revenue Service issued a letter to Retirement Direct LLC., provider
of the Banks Prototype Plan, that the form of Plan submitted was acceptable for use by employers
for the benefit of their employees in accordance with applicable sections of the Internal Revenue
Code. As a result, the Plan Administrator believes that the plan is designed and is currently
being operated in compliance with the applicable requirements of the Internal Revenue Code.
NOTE 6 PARTY-IN-INTEREST TRANSACTIONS
The Plan invests in the common stock of the Plan Sponsor. Therefore, related transactions qualify
as related party transactions. All other transactions which may be considered parties-in-interest
transactions relate to normal Plan management and administrative services and related payment of
fees.
NOTE 7 FAIR VALUE MEASUREMENTS
Effective January 1, 2008, the Plan adopted FAS No. 157, Fair Value Measurements, which, among
other things, requires enhanced disclosures about assets and liabilities carried at fair value.
FAS No. 157 establishes a framework for measuring fair value. That 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 levels of the fair
value hierarchy under FAS No. 157 are described below:
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Level I:
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Inputs to the valuation methodology are unadjusted quoted
prices for identical assets or liabilities in active markets
that the Plan has the ability to access. |
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Level II:
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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; inputs that are derived principally
from or corroborated by observable market data by correlation
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. |
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Level III:
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Inputs to the valuation methodology are unobservable and
significant to the fair value measurement. |
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and minimize the use of unobservable
inputs.
Following is a description of the valuation methodologies used for assets measured at fair value.
There have been no changes in the methodologies used at December 31, 2008 and 2007.
8
Common stocks, corporate bonds, and U.S. government securities: Valued at the closing price
reported on the active market on which the individual securities are traded.
Mutual funds: Valued at the net asset value (NAV) of shares held by the plan at year end.
Participant loans: Valued at amortized cost, which approximates fair value.
The methods described above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Plans assets at fair
value as of December 31, 2008:
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December 31, 2008 |
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Level I |
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Level II |
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Level III |
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Total |
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Mutual Funds |
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$ |
2,137,890 |
|
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|
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$ |
2,137,890 |
|
Common Stock |
|
|
673,125 |
|
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|
|
|
|
|
|
|
|
673,125 |
|
Participant Loans |
|
|
|
|
|
|
|
|
|
$ |
6,000 |
|
|
|
6,000 |
|
|
|
|
Total Assets at Fair Value |
|
$ |
2,811,015 |
|
|
|
|
|
|
$ |
6,000 |
|
|
$ |
2,817,015 |
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|
The table below sets forth a summary of changes in the fair value of the Plans Level III assets
for the year ended December 31, 2008.
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Participant Loans |
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Balance , beginning of year |
|
$ |
|
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Unrealized gains (losses) relating in instruments
still held at the reporting date |
|
|
|
|
Purchases, sales, issuances and settlements (net) |
|
|
6,000 |
|
|
|
|
|
Balance, December 31, 2008 |
|
$ |
6,000 |
|
|
|
|
|
NOTE 8 FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial
Instruments, requires the Plan to disclose the estimated fair value of its financial instruments.
Financial instruments are defined as cash, evidence of ownership interest in an entity, or a
contract, which creates an obligation or right to receive or deliver cash or another financial
instrument from/to a second entity on potentially favorable or unfavorable terms. Fair value is
defined as the amount at which a financial instrument could be exchanged in a current transaction
between willing parties other than in a forced liquidation or sale. If a quoted market price is
available for a financial instrument, the estimated fair value would be calculated based upon the
market price per trading unit of the instrument.
Investments
in mutual funds, common stock, receivables, loans, cash and cash
equivalents and liabilities would
be considered financial instruments. At December 31, 2008 and 2007, the carrying amounts of these
financial instruments approximate fair value.
9
NOTE 9 RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the Statement of Net Assets Available
for Benefits.
10
THE COMMERCIAL & SAVINGS BANK
401(K) RETIREMENT PLAN
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
EMPLOYER IDENTIFICATION NUMBER 34-0159850
PLAN NUMBER 002
DECEMBER 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par or |
|
|
|
|
|
|
Current |
|
|
|
Shares |
|
|
Cost |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federated US Government Securities, 2-5 yr |
|
|
26,820 |
|
|
$ |
303,345 |
|
|
$ |
324,255 |
|
Fidelity Advisor Equity Growth Fund |
|
|
10,644 |
|
|
|
531,346 |
|
|
|
385,429 |
|
Federated Income Trust |
|
|
45,356 |
|
|
|
461,003 |
|
|
|
474,424 |
|
T Rowe Price Capital Appreciation |
|
|
19,594 |
|
|
|
390,356 |
|
|
|
273,342 |
|
Vanguard Small Cap Growth |
|
|
7,062 |
|
|
|
124,357 |
|
|
|
84,039 |
|
Vanguard International Value |
|
|
11,535 |
|
|
|
450,038 |
|
|
|
270,262 |
|
Vanguard
S&P 500 |
|
|
687 |
|
|
|
86,431 |
|
|
|
57,076 |
|
Vanguard Mid-Cap Index |
|
|
22,802 |
|
|
|
460,897 |
|
|
|
269,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,137,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
|
|
|
|
|
|
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Common Stock CSB Bancorp, Inc. |
|
|
44,875 |
|
|
|
999,713 |
|
|
|
673,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
14,871 |
|
Federated Government Obligation Fund |
|
|
|
|
|
|
|
|
|
|
1,056,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,071,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
$ |
3,888,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
The Commercial & Savings Bank
401 (k) Retirement Plan
|
|
DATE |
/s/ Thomas S. Rumbaugh
|
|
June 22, 2009 |
as Plan Administrator |
|
|
|
|
12
EXHIBITS INDEX
|
|
|
|
|
|
|
Exhibit No. |
|
Description |
|
Page no. |
|
|
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
14 |
|
13