ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following management's discussion and analysis focuses on the consolidated
financial condition of the Company at September 30, 2020 as compared to
December 31, 2019, and the consolidated results of operations for the three and
nine months ended September 30, 2020 compared to the same periods in 2019. The
purpose of this discussion is to provide the reader with a more thorough
understanding of the Consolidated Financial Statements. This discussion should
be read in conjunction with the interim condensed Consolidated Financial
Statements and related footnotes contained in Part I, Item 1 of this Quarterly
Report.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report are not historical facts
but rather are forward-looking statements that are subject to certain risks and
uncertainties. When used herein, the terms "anticipates", "plans", "expects",
"believes", and similar expressions as they relate to the Company or its
management are intended to identify forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The Company's
actual results, performance or achievements may materially differ from those
expressed or implied in the forward-looking statements. Risks and uncertainties
that could cause or contribute to such material differences include, but are not
limited to, general economic conditions, interest rate environment, competitive
conditions in the financial services industry, changes in law, governmental
policies and regulations, and rapidly changing technology affecting financial
services. Other factors not currently anticipated may also materially and
adversely affect the Company's results of operations, cash flows, and financial
position. There can be no assurance that future results will meet expectations.
While the Company believes that the forward-looking statements in this report
are reasonable, the reader should not place undue reliance on any
forward-looking statement.

The Company does not undertake, and specifically disclaims any obligation, to
publicly revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events, except as may be required by applicable
law.

FINANCIAL CONDITION

Total assets were $988 million at September 30, 2020 as compared to $819 million
at December 31, 2019. During the nine months ended September 30, 2020, net loans
increased $76 million. Cash and cash equivalents, and securities increased $92
million. Deposits and short-term borrowings increased $160 million.

Net loans increased $76 million, or 14%, as commercial real estate and
construction loans increased $3 million, or 1%, and residential real estate
loans increased $2 million, or 1%, from December 31, 2019. Commercial loans
increased $75 million, or 54%, as loans originated under SBA Paycheck Protection
Program exceeded $92 million during 2020. Consumers continued to refinance their
mortgage loans for historically low long-term fixed rates while home purchase
activity increased through the first nine-months of 2020. Residential mortgage
loan originations for the nine months ended September 30, 2020 totaled $54
million, an increase from $48 million in originations during the nine months
ended September 30, 2019. Originations sold into the secondary market were $38
million and $11 million, respectively during the nine months ended September 30,
2020 and September 30, 2019. The Bank originates and sells primarily fixed rate
thirty-year mortgages into the secondary market.







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                               CSB BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF


                                   OPERATIONS



The allowance for loan losses increased $1.6 million from the year ago quarter
to $8.4 million or 1.33% of total loans. The Company has not early adopted CECL
which has been delayed for smaller reporting companies. Outstanding loan
balances increased 11% to $628 million at September 30, 2020. Net recoveries
increased to $66 thousand, or an annualized -0.01% of average loans, in the
current nine-month period compared to the $14 thousand recovery, or -0.003% of
average loans in the year-ago nine-month period. At September 30, 2020, the
allowance for total loans minus the SBA guaranteed Payroll Protection loans was
1.56%. We believe the allowance level is appropriate given the low level of
problem loans and current composition of the overall loan portfolio.

Nonperforming loans decreased to $4.1 million, or 0.65% of total loans from $4.5
million, or 0.78%, a year ago. For the nine months ended September 30, 2020
loans totaling $257 thousand were placed on nonaccrual status, there were $26
thousand in charge-downs recognized, and pay downs of $473 thousand were
received.



                                                 September 30,       December 31,       September 30,
(Dollars in thousands)                               2020                2019               2019
Non-performing loans                            $         4,102     $        4,539     $         4,419
Other real estate                                             -                 99                  99
Repossessed assets                                            -                 20                   -
Allowance for loan losses                                 8,355              7,017               6,776
Total loans                                     $       628,084     $      551,633     $       566,213
Allowance for loan losses as a percentage of
total loans                                                1.33 %             1.27 %              1.20 %
Allowance for loan losses to total
nonperforming loans                                        2.0x               1.5x                1.5x



The ratio of gross loans to deposits was 74.7% at September 30, 2020, compared to 80.7% at December 31, 2019.



The Company has no exposure to government-sponsored enterprise preferred stocks,
collateralized debt obligations, or trust preferred securities. Management has
considered industry analyst reports, sector credit reports, and the volatility
within the bond market in concluding that the gross unrealized losses of $548
thousand within the available-for-sale and held-to-maturity portfolios as of
September 30, 2020, was primarily the result of customary and expected
fluctuations in the bond market and not necessarily the expected cash flows of
the individual securities. As a result, all embedded security losses on
September 30, 2020, are considered temporary and no impairment loss relating to
these securities has been recognized.

Deposits increased $157 million, or 23%, from December 31, 2019 with
noninterest-bearing deposits increasing approximately $55 million and
interest-bearing deposit accounts increasing approximately $102 million. Total
deposits as of September 30, 2020 are $183 million greater than September 30,
2019 deposit balances. On a year over year comparison, increases were recognized
in noninterest-bearing demand deposits of $60 million, interest-bearing demand
deposits of $78 million, money market accounts of $18 million, and savings of
$27 million. During 2020, the Bank's customers increased deposits through cash
conservation and stimulus payments as a result of the COVID-19 pandemic and
ensuing unknown political climate.

Short-term borrowings consisting of overnight repurchase agreements with retail
customers increased $3 million to $42 million at September 30, 2020 as compared
to December 31, 2019 and other borrowings increased $3 million as the Company
took out FHLB advances.

Total shareholders' equity amounted to $92 million, or 9.3%, of total assets at
September 30, 2020 up from $85 million December 31, 2019. The increase in
shareholders' equity during the nine months ended September 30, 2020 was due to
net income of $7.9 million and an increase in accumulated other comprehensive
income of $792 thousand offset by dividends declared of $2.3 million. The
Company and the Bank met all regulatory capital requirements at September 30,
2020.

RESULTS OF OPERATIONS

Three months ended September 30, 2020 and 2019



For the quarters ended September 30, 2020 and 2019, the Company recorded net
income of $2.8 million and $2.7 million and $1.02 and $0.98 per share,
respectively. The $105 thousand increase in net income for the period was
primarily the result of a $422 thousand increase in noninterest income and a
decrease of $401 thousand in interest expenses. The increases were partially
offset by a decrease of $548 thousand in interest

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                               CSB BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF


                                   OPERATIONS



income, an increase in the provision for loan losses of $92 thousand, and a $27 thousand increase in federal income tax provision.



Return on average assets and return on average equity were 1.14% and 12.19%,
respectively, for the three-month period of 2020, compared to 1.38% and 12.89%,
respectively for the same quarter in 2019.

Average Balance Sheets and Net Interest Margin Analysis





                                                             For the Three Months Ended September 30,
                                                          2020                                       2019
                                          Average                      Average       Average                      Average
(Dollars in thousands)                   balance1       Interest        rate2       balance1       Interest        rate2
ASSETS
Federal funds sold                       $       -     $        -             -     $     393     $        2          2.02 %
Interest-earning deposits                  172,857             42          0.10 %      59,681            354          2.35
Taxable securities                          97,723            372          1.51        87,091            534          2.43
Tax-exempt securities 4                     20,673            139          2.68        23,494            168          2.84
Loans 3,4                                  635,124          7,197          4.51       554,957          7,244          5.18
Total interest-earning assets              926,377          7,750          3.33 %     725,616          8,302          4.54 %
Noninterest-earning assets                  53,429                                     47,866
TOTAL ASSETS                             $ 979,806                                  $ 773,482

LIABILITIES AND SHAREHOLDERS'

EQUITY


Interest-bearing demand deposits         $ 223,187     $       85          0.15 %   $ 141,260     $      175          0.49 %
Savings deposits                           232,121             72          0.12       191,124            236          0.49
Time deposits                              125,028            479          1.52       124,888            555          1.76
Borrowed funds                              51,345             37          0.29        43,335            108          0.99
Total interest-bearing liabilities         631,681            673          0.42 %     500,607          1,074          0.85 %
Noninterest-bearing demand deposits        252,952                                    186,710
Other liabilities                            3,764                                      3,217
Shareholders' Equity                        91,409                                     82,948

TOTAL LIABILITIES AND SHAREHOLDERS'


  EQUITY                                 $ 979,806                                  $ 773,482
Taxable equivalent net interest income                 $    7,077                                 $    7,228
Tax equivalent adjustment                                     (36 )                                      (40 )
Net interest income                                    $    7,041                                 $    7,188
Net interest margin                                                        3.02 %                                     3.93 %
Tax equivalent adjustment                                                  0.02                                       0.02
Net interest margin-taxable equivalent                                     3.04 %                                     3.95 %
Taxable equivalent net interest spread                                     2.91 %                                     3.69 %



1 Average balances have been computed on an average daily basis.

2 Average rates have been computed based on the amortized cost of the corresponding asset or liability.

3 Average loan balances include nonaccrual loans.

4 Interest income is shown on a fully tax-equivalent basis.





Interest income for the quarter ended September 30, 2020, was $7.7 million
representing a $548 thousand decrease, or a 6.6% decline, compared to the same
period in 2019. This decrease was primarily due to average loan rates decreasing
67 basis points partially offset by an average volume increase of $80 million
for the quarter ended September 30, 2020 as compared to the same period in 2019.
Interest expense for the quarter ended September 30, 2020 was $673 thousand, a
decrease of $401 thousand, or 37%, from the same quarter in 2019. The decrease
in interest expense occurred primarily due to a decrease in rates on all
liabilities for the quarter ended September 30, 2020, partially offset by
increases in the average balances.

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                               CSB BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF


                                   OPERATIONS



For the quarter ended September 30, 2020, the provision for loan losses was $377
thousand, compared to a provision of $285 thousand provision for the same
quarter in 2019. For more discussion see Financial Condition. The provision for
loan losses is determined based on management's calculation of the adequacy of
the allowance for loan losses, which includes provisions for classified loans as
well as for the remainder of the portfolio based on historical data, including
past charge-offs and current economic trends.

Noninterest income for the quarter ended September 30, 2020, was $1.9 million, an increase of $422 thousand, or 29%, compared to the same quarter in 2019.

The


gain on the sale of mortgage loans to the secondary market increased by $435
thousand for the quarter ended September 30, 2020 as additional loan volume was
sold into the secondary market. Debit card interchange income increased $56
thousand, or 15%, with greater fees generated from usage in the third quarter
2020. Earnings on bank owned life insurance increased $11 thousand for the third
quarter 2020 a result of adding policies in 2019. Fees from trust and brokerage
services increased $2 thousand to $236 thousand for the third quarter 2020 as
compared to the same quarter in 2019. Service charges on deposit accounts
decreased $81 thousand, or 24%, compared to the same quarter in 2019 primarily
from a volume decrease in overdraft fees.

Noninterest expenses for the quarter ended September 30, 2020 increased $51
thousand, or 1%, compared to the third quarter 2019. Salaries and employee
benefits decreased $34 thousand, or 1%, a result of an increase in
capitalization of approximately $54 thousand in salary and benefits expense to
deferred loan origination costs related to new commercial and mortgage loan
originations. The loan capitalization reductions in salary were partially offset
by increases in base wage, social security benefits and incentive accruals. The
Ohio financial institutions tax increased $18 thousand in the third quarter due
to the Company's increased capital base. Marketing and public relations expense
decreased $53 thousand, or 36%, primarily due to events being cancelled due to
COVID-19. Debit card expenses increased $23 thousand, or 16%, compared to the
third quarter 2019 with increased volume. Software expense rose $44 thousand
quarter over quarter with additional investment. Occupancy expense increased $37
thousand in 2020 over the third quarter 2019. Professional and director fees
decreased $84 thousand for the quarter ended September 30, 2020 as compared to
the third quarter 2019. This decrease resulted from a decrease in audit expense
as the Company is no longer subject to an internal controls audit opinion from
an outside accountant and directors fees with the decrease of one director.

Federal income tax expense increased $27 thousand, or 4%, for the quarter ended
September 30, 2020 as compared to the third quarter 2019. The provision for
income taxes was $676 thousand (effective rate of 19%) for the quarter ended
September 30, 2020, compared to $649 thousand (effective rate of 19%) for the
same quarter ended 2019.

RESULTS OF OPERATIONS

Nine months ended September 30, 2020 and 2019



For the nine months ended September 30, 2020 and 2019, the Company recorded net
income of $7.9 million and $7.8 million and $2.88 and $2.85 per share,
respectively. The $68 thousand increase in net income for the quarter was
primarily the result of an increase of $869 thousand in other noninterest income
and an increase in the federal income tax provision of $7 thousand. The
increases were partially offset by a $301 thousand decrease in net interest
income, an increase of $76 thousand in noninterest expense, and an increase in
the provision for loan losses of $417 thousand.

Return on average assets and return on average equity were 1.17% and 11.80%,
respectively, for the nine months ended September 30, 2020, compared to 1.39%
and 13.00%, respectively for the same period in 2019.



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                               CSB BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF


                                   OPERATIONS



Average Balance Sheets and Net Interest Margin Analysis





                                                       For the Nine Months Ended September 30,
                                                   2020                                      2019
                                    Average                     Average       Average                     Average
(Dollars in thousands)             balance1      Interest        rate2       balance1      Interest        rate2
ASSETS
Federal funds sold                 $       -     $       -             -     $     335     $       6          2.23 %
Interest-earning deposits in
other banks                          122,382           312          0.34 %      42,087           743          2.36
Taxable securities                   101,107         1,462          1.93        87,364         1,705          2.61
Tax-exempt securities4                20,637           435          2.82        23,317           508          2.92
Loans3,4                             605,767        21,162          4.67       551,157        21,507          5.22
Total earning assets                 849,893        23,371          3.66 %     704,260        24,469          4.65 %
Other assets                          52,101                                    45,699
TOTAL ASSETS                       $ 901,994                                 $ 749,959

LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing demand deposits   $ 190,490     $     308          0.22 %   $ 129,187     $     432          0.45 %
Savings deposits                     216,463           270          0.17       188,530           746          0.53
Time deposits                        126,229         1,561          1.65       122,638         1,533          1.67
Other borrowed funds                  48,901           154          0.42        44,506           370          1.11
Total interest bearing
liabilities                          582,083         2,293          0.52 %     484,861         3,081          0.85 %
Non-interest bearing demand
deposits                             226,874                                   181,585
Other liabilities                      3,729                                     3,054
Shareholders' Equity                  89,308                                    80,459
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY               $ 901,994                                 $ 749,959
Taxable equivalent net interest
income                                           $  21,078                                 $  21,388
Tax equivalent adjustment                             (109 )                                    (118 )
Net interest income                              $  20,969                                 $  21,270
Net interest margin                                                 3.29 %                                    4.04 %
Tax equivalent adjustment                                           0.02                                      0.02
Net interest margin-taxable
equivalent                                                          3.31 %                                    4.06 %
Taxable equivalent net interest
spread                                                              3.14 %                                    3.80 %



1 Average balances have been computed on an average daily basis.

2 Average rates have been computed based on the amortized cost of the corresponding asset or liability.

3 Average loan balances include nonaccrual loans.

4 Interest income is shown on a fully tax-equivalent basis.


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                               CSB BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF


                                   OPERATIONS



Interest income for the nine months ended September 30, 2020, was $23.3 million
representing a $1.1 million decrease, or a 4% decline, compared to the same
period in 2019. This decrease was primarily due to yield decreases as follows:
202 basis points in interest-earning deposits in other banks, 55 basis points in
average loan rates, and 68 basis points in average taxable security yields for
the period ended September 30, 2020 as compared to the same period in 2019.
Interest expense for the nine months ended September 30, 2020 was $2.3 million,
a decrease of $788 thousand, or 26%, from the same period in 2019. The decrease
in interest expense occurred primarily due to a decrease in rates on all
interest-bearing liabilities for the nine months ended September 30, 2020,
partially offset by increases in the average balances.

For the nine months ended September 30, 2020, the provision for loan losses was
$1.3 million, compared to a provision of $855 thousand provision for the same
period in 2019. For more discussion see Financial Condition. The provision for
loan losses is determined based on management's calculation of the adequacy of
the allowance for loan losses, which includes provisions for classified loans as
well as for the remainder of the portfolio based on historical data, including
past charge-offs and current economic trends.

Noninterest income for the nine months ended September 30, 2020, was $4.8
million, an increase of $869 thousand, or 22%, compared to the same period in
2019. The gain on the sale of mortgage loans to the secondary market increased
$902 thousand to $1.2 million for the nine months ended September 30, 2020.
 Debit card interchange income increased $116 thousand, or 11%, with increased
card usage in the first nine months of 2020. Earnings on bank owned life
insurance policies increased $64 thousand for the period with the additional
purchase of $3 million in policies in 2019. Service charges on deposit accounts
decreased $185 thousand, or 20%, compared to the same period in 2019 primarily
from decreases in overdraft fees. Fees from trust and brokerage services
decreased $8 thousand for the period.



Noninterest expenses for the nine months ended September 30, 2020 increased $76
thousand, or less than 1%, compared to the same period in 2019.  Salaries and
employee benefits decreased $147 thousand, or 2%, a result of the capitalization
of deferred loan origination costs related to PPP loan originations. Marketing
and public relations expense decreased $116 thousand, or 29%, with decreases in
market, brand recognition initiatives, and community support in the company's
market due to COVID-19. Debit card expenses increased $50 thousand, or 12%,
compared to the prior period in 2019. Occupancy expense increased $93 thousand
over the same period in 2019 with an increase in depreciation, maintenance, and
supplies expense. Professional and director fees decreased $120 thousand for the
nine months ended September 30, 2020 as compared to the same period in 2019.

Federal income tax expense increased $7 thousand, or less than 1%, for the nine
months ended September 30, 2020 as compared to the same period in 2019. The
provision for income taxes was $1.89 million (effective rate of 19%) for the
nine months ended September 30, 2020, compared to $1.88 million (effective rate
of 19%) for the same period ended 2019.

CAPITAL RESOURCES



The Company maintained a strong capital position with tangible common equity to
tangible assets of 8.9% at September 30, 2020 compared with 9.9% at December 31,
2019.

Consistent with the Board of Director's commitment to public confidence and safe
and sound banking operations, capital targets and minimum risk-based capital
ratios for CSB were established to maintain excess capital to well-capitalized
standards. To be considered well-capitalized, an institution must have a total
risk-based capital ratio of at least 10%, a tier 1 capital ratio of at least 8%,
a leverage capital ratio of at least 5%, a CET1 ratio of at least 6.5%, and must
not be subject to any order or directive requiring the institution to improve
its capital level. An adequately capitalized institution has a total risk-based
capital ratio of at least 8%, a tier 1 capital ratio of at least 6%, a CET1
ratio of at least 4.5%, and a leverage ratio of at least 4%.

Failure to meet specified minimum capital requirements could result in
regulatory actions by the Federal Reserve or Ohio Division of Financial
Institutions that could have a material effect on the Company's financial
condition or results of operations. Management believes there were no material
changes to capital resources as presented in the Company's Annual Report on Form
10-K for the year ended December 31, 2019. As of September 30, 2020, the Company
and the Bank met all capital adequacy requirements to which they were subject.

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                               CSB BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF


                                   OPERATIONS



During October 2019, the federal banking agencies adopted an optional community
bank leverage ratio ("CBLR"). Depository institutions and depository institution
holding companies, that have less than $10 billion in total consolidated assets
and have a tier 1 leverage ratio of greater than 9 percent, are considered
qualifying community banking organizations and are eligible to opt into the
community bank leverage ratio framework. Additionally, such insured depository
institutions are considered to have satisfied the risk-based and leverage
capital requirements and will be considered well-capitalized under the rule,
effective January 1, 2020. The Company met the well-capitalized ratios under the
new standard at both September 30, 2020 and December 31, 2019 but has not
elected to opt-in to the CBLR framework as of September 30, 2020.



                                                                  Capital Ratios
                                                         September 30,        December 31,
                                                              2020                2019
Common Equity Tier 1 Capital To Risk Weighted Assets
Consolidated                                                        15.8 %             14.3 %
Bank                                                                15.3 %             14.1 %

Tier 1 Capital To Risk Weighted Assets Ratio
Consolidated                                                        15.8 %             14.3 %
Bank                                                                15.3 %             14.1 %

Total Capital To Risk Weighted Assets Ratio
Consolidated                                                        17.0 %             15.5 %
Bank                                                                16.5 %             15.3 %

Tier 1 Leverage Ratio
Consolidated                                                         8.9 %             10.0 %
Bank                                                                 8.6 %              9.9 %




LIQUIDITY



                                                 September 30,       December 31,
(Dollars in millions)                                2020                2019            Change
Cash and cash equivalents                       $           198     $          102     $        96
Available from FHLB                                          97                 97               0
Unpledged AFS securities at fair market value                46                 61             (15 )
                                                $           341     $          260     $        81
Net deposits and short-term liabilities         $           822     $          673     $       149
Liquidity ratio                                            41.5   %           38.6   %
Minimum board approved liquidity ratio                     20.0               20.0




Liquidity refers to the Company's ability to generate sufficient cash to fund
current loan demand, meet deposit withdrawals, pay operating expenses, and meet
other obligations. Liquidity is monitored by the Company's Asset Liability
Committee. Other sources of liquidity include, but are not limited to, purchases
of federal funds, advances from the FHLB, adjustments of interest rates to
attract deposits, brokered deposits, and borrowing at the Federal Reserve
discount window. Management believes that its sources of liquidity are adequate
to meet cash flow obligations for the foreseeable future.

The liquidity and on-hand liquidity ratios were 41.5% and 23.7% at September 30, 2020 as compared to 38.6% and 17.9% at December 31, 2019.

Off-Balance Sheet Arrangements



The Company does not have any off-balance sheet arrangements (as such term is
defined in applicable Securities and Exchange Commission (the "Commission")
rules) that are reasonably likely to have a current or future material effect on
our financial condition, results of operations, liquidity, capital expenditures,
or capital resources.



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                               CSB BANCORP, INC.

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