FRY-6 copy OMB Number7100-0297 Approval expires December31 , 2015 Page 1 of2 Board of Governors of the Federal Reserve System Annual Repo of Holding Companies-FR Y-6 Report at the close of business as of the end of fiscal year This Report is required by law: Section S(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844 (c)(1)(A)); Section 8(a) of the International Banking A (12 U.S.C. § 3106(a)); Sections 11(a)(1) , 25 and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); Section 211.13(c) of Regulation K (12 C.F.R. § 211.13(c)); and Section 225.5(b) of Regulation Y (12 C.F.R. § 225.5(b)) and section 10(c)(2)(H) of the Home Owners' Loan Act. Return to the appropriate F ederal Reserve Bank the original and the number of copies specified. NOTE: The Annual Repo of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chair- man of the board must sign the report. I, Martin Reinha Name of the Holding Company Director and Official President Title of the Holding Company Director and Official attest that the Annual Report of Holding Companies (including the suppoing attachments) for this report date has been pre- pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief. With respect to inrmation regarding individuals contained in this repo, the Reporter certifi es that it has the authority to provide this information to the Federal Reserve. The Reporter also ceifies that it has the authorit on behalf of each individual, to consent or object to public release of inrmation regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treat � nt submitted in accordance with the Board's "Rules Regardin q Availabity of7i y rmation, " 12 C.FR. Part 261, that the Reporter and individual . consent to public release of all eta· intffe repo concemi { at in · ua Date of Signature For holding companies not registered with the SE Indicate status of Annual Report to Shareholders: D is included with the FR Y-6 report will be sent under separate cover D is not prepared For Federal Reserve Bank Use Only RSSDID Jd 6 C.I. This report form is to be filed by all top-tier bank holding compa- nies and top-tier savings and loan holding companies organized under U.S. law, and by any foreign banking organization that does not meet the requirements of and is not treated as a qualify- ing foreign banking organization under Section 211.23 of Regulation K (12 C.F.R. § 211.23). (See page one of the general instructions for more detail of who must file.) The Federal Resee may not conduct or sponsor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid OMB control number. Date of Report (top-tier holding company's fiscal year-end): December 31, 2014 Month I Day I Year N/A Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code) Repoer's Name, Street, and Mailing Address Spencer Bancorporation, Inc. Legal Title Hol ding Company 201 West Clark St., PO Box 137 (Mailing Addss the Holding Company) Seet I P.O. Box Spencer WI City N/A - State Physical Location ( different from mailing address) 54479-0137 Zip Code Person t o whom questions about this report should be directed: Michael R. Vesel CPA Name 715-845-3111 Area Code I Phone Number I Extension 715-842-7272 Area Code I F Number [email protected]E-mail Address N/A Title Address (URL) for the Holding Company's web page Does the reporter request confidential treatment r any portion of this submission? 0 Yes Please identi the report items to which this request applies: � No O In accordance with the instructions on pages GEN-2 and 3, a letter justifying the request is being provided. O The information for which confidential treatment is sought is being submitted separately labeled "Confidential." Public reporting burden for this information collection is estimated to vary from1. 3 to 101 hours per response, with an average of 5.25 hours per response, including time to gather and maintain data in the required form and to review instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect this collection of information, including suggestions for reducing this burden to: Secretary, Board of Goveors of the Federal Reserve System. 2oth and C Streets, NW, shing1on. DC 20551, and to the Office Management and Budget, Paperwork Reducon Project (7100-0297), shington, DC 20503. 10/2014
Report at the close of business as of the end of fiscal year
This Report is required by law Section S(c)(1 )(A) of the Bank Holding Company Act (12 USC sect 1844 (c)(1)(A)) Section 8(a) of the International Banking Act (12 USC sect 3106(a)) Sections 11(a)(1) 25 and 25A of the Federal Reserve Act (12 USC sectsect 248(a)(1) 602 and 611a) Section 21113(c) of Regulation K (12 CFR sect 21113(c)) and Section 2255(b) of Regulation Y (12 CFR sect 2255(b)) and section 10(c)(2)(H) of the Home Owners Loan Act Return to the appropriate F ederal Reserve Bank the original and the number of copies specified
NOTE The Annual Report of Holding Companies must be signed by one director of the top-tier holding company This individual should also be a senior official of the top-tier holding company In the event that the top-tier holding company does not have an individual who is a senior official and is also a director the chairshyman of the board must sign the report
I Martin Reinhart Name of the Holding Company Director and Official
President Title of the Holding Company Director and Official
attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been preshypared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief
With respect to information regarding individuals contained in this report the Reporter certifies that it has the authority to provide this information to the Federal Reserve The Reporter also certifies that it has the authority on behalf of each individual to consent or object to public release of information regarding that individual The Federal Reserve may assume in the absence of a request for confidential treatnt submitted in accordance with the Boards Rules Regardinq Availability of7iyformation 12 CFR Part 261 that the Reporter and individual consent to public release of all
etamiddot trintffe repo concemi if at in middot ua
Date of Signature
For holding companies not registered with the SEC-Indicate status of Annual Report to Shareholders
D is included with the FR Y-6 report
181 will be sent under separate cover
D is not prepared
For Federal Reserve Bank Use Only
RSSDID Jd tJ 6 ltf OJ CI
This report form is to be filed by all top-tier bank holding compashynies and top-tier savings and loan holding companies organized under US law and by any foreign banking organization that does not meet the requirements of and is not treated as a qualifyshying foreign banking organization under Section 21123 of Regulation K (12 CFR sect 21123) (See page one of the general instructions for more detail of who must file) The Federal Reserve may not conduct or sponsor and an organization (or a person) is not required to respond to an information collection unless it displays a currently valid OMB control number
Date of Report (top-tier holding companys fiscal year-end)
December 31 2014 Month I Day I Year
NA Reporters Legal Entity Identifier (LEI) (20-Character LEI Code)
Reporters Name Street and Mailing Address
Spencer Bancorporation Inc Legal Title of Holding Company
201 West Clark St PO Box 137 (Mailing Address of the Holding Company) Street I PO Box
Spencer WI City
NA
-------State
Physical Location (if different from mailing address)
54479-0137 Zip Code
Person to whom questions about this report should be directed Michael R Vesel CPA Name
715-845-3111 Area Code I Phone Number I Extension
715-842-7272 Area Code I FAX Number
mveselwipflicom E-mail Address
NA
Title
Address (URL) for the Holding Companys web page
Does the reporter request confidential treatment for any portion of this
submission
0 Yes Please identify the report items to which this request applies
No
O In accordance with the instructions on pages GEN-2 and 3 a letter justifying the request is being provided
O The information for which confidential treatment is sought is being submitted separately labeled Confidential
Public reporting burden for this information collection is estimated to vary from 13 to 101 hours per response with an average of 525 hours per response including time to gather and maintain data in the required form and to review instructions and complete the information collection Send comments regarding this burden estimate or any other aspect of this collection of information including suggestions for reducing this burden to Secretary Board of Governors of the Federal Reserve System 2oth and C Streets NW IM3shing1on DC 20551 and to the Office of Management and Budget Paperwork Reduction Project (7100-0297) Washington DC 20503
102014
Spencer Bancorporation Inc (Parent Company Only)
Financial Statements
middotYear Ended December 31 2014
Table of Contents
Accountants Compilation Report 1
Financial Statements
Balance Sheet 2
Statement of Income and Comprehensive lncome 3
Statement of Changes in Stockholders Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6
bull
WIPFLI
Accountants Compilation Report
Board of Directors Spencer Bancorporation Inc Spencer Wisconsin
We have compiled the accompanying balance sheet of Spencer Bancorporation Inc (Parent Company Only) as of December 31 2014 and the related statements of income and comprehensive income changes in stockholders equity and cash flows for the year then ended We have not audited or reviewed the accompanying financial statements and accordingly do not express an opinion or provide any assurance about whether the financial statements are in accordance with accounting principles generally accepted in the United States
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States and for designing implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements
Our responsibility is to conduct the compilation in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants The objective of a compilation is to assist management in presenting financial information in the form of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements During our compilation we did become aware of a departure from accounting principles generally accepted in the United States that is described in the following paragraph
As described in Note 1 to the financial statements the Company reports its investment in Heritage Bank a wholly owned subsidiary on the equity method of accounting Accounting principles generally accepted in the United States require that all majority-owned subsidiaries be accounted for as consolidated subsidiaries If the financial statements of Spencer Bancorporation Inc had been consolidated with those of Heritage Bank total assets and total liabilities would be increased by approximately $93000000 as of December 31 2014 and revenue and expenses would be increased by approximately $3500000 for the year then ended
W LL Wipfli LLP
January 28 2015 Wausau Wisconsin
1
Spencer Bancorporation Inc (Parent Company Only)
Balance Sheet
December 31 2014
Cash and cash equivalents
Investment in Heritage Bank
Dividend receivable
Tax benefit receivable
TOT AL ASSETS
Assets
liabilities and Stockholders Equity
Liabilities Due to Bank
Dividends payable
Total liabilities
Stockholders equity
Common stock - Par value $50 per share
Authorized - 1 00000 shares
Issued and outstanding - 84 178 shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income net of tax
Total stockholders equity
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
See Accountants Compilation Report
See accompanying notes to financial statements
$
$
$
47130
11644928
56251
15610
11763919
23780
42089
65869
16836
1986090
9610739
84385
11698050
$ 11763919
2
Spencer Bancorporation Inc (Parent Company Only)
Statement of Income and Comprehensive Income
Year Ended December 31 2014
Dividends - Heritage Bank
Administrative expenses
Net income before income tax benefit and equity in undistributed net income
of subsidiary
Income tax benefit
Net income before equity in undistributed net income of subsidiary
Equity in undistributed net income of subsidiary
Net income
Other comprehensive income -
Unrealized gain on securities available for sale net of tax
Total comprehensive income
See Accountants Compilation Report
See accompanying notes to financial statements
$ 110250
(21648)
88602
8551
97153
678727
775880
125234
$ 901114
3
Spencer Bancorporation Inc (Parent Company Only) Statement of Changes in Stockholders Equity Year Ended December 31 2014
Balance at January 1 2014
Comprehensive income
Net income
Unrealized gain on securities available for sale
net of tax
Total comprehensive income
Dividends aid
Common
Stock
$16836 $
Additional
Paid-Jn Retained
Capital Earnings
1986090 $ 8917353
775880
(82494)
Accumulated
Other
Comprehensive
Income (Loss) Total
$ (40849) $10879430
775880
125234 __ 1_ 2_52_34_
901 114
(82494)
Total $16836 $ 1986090 $ 9610739 $ 84385 $ 11698050
See Accountants Compilation Report
See accompanying notes to financial statements 4
Spencer Bancorporation Inc (Parent Company Only)
Statement of Cash Flows
Year Ended December 31 2014
Increase in cash and cash equivalents
Cash flows from operating activities
Net income Adjustments to reconcile net income to net cash provided by operating
activities
Equity in undistributed net income of subsidiary
Changes in operating assets and liabilities
Tax benefit receivable
Dividend receivable
Dividends payable
Total adjustments
Net cash provided by operating activities
Net cash used in financing activity - Dividends paid
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning
Cash and cash equivalents at end
Supplemental cash flow information
Income tax benefit received
See Accountants Compilation Report
See accompanying notes to financial statements
$ 775880
(678727)
3376
(2251) 2525
(675077)
100803
(82494)
18309
28821
$ 47130
$ 5175
5
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1 Summary of Significant Accounting Policies
Principal Business Activity
Spencer Bancorporation Inc (the Company) is a bank holding company involved in the ownership and management of Heritage Bank (the Bank) a full-service bank with locations in Spencer and Marshfield Wisconsin The Bank serves customers located primarily in Clark Wood and Marathon Counties
Parent Company Only Presentation
The Company reports its investment in the Bank a wholly owned subsidiary on the equity method of accounting Accounting principles generally accepted in the United States (GAAP) require that all majority-owned subsidiaries be accounted for as consolidated subsidiaries
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with GMP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period Actual results could differ from those estimates
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents
Other Comprehensive Income
Other comprehensive income is shown on the statement of income and comprehensive income The Companys accumulated other comprehensive income is comprised of the unrealized gain on securities available for sale net of tax and is shown on the statement of changes in stockholders equity
6
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1
Note 2
Note 3
Summary of Significant Accounting Policies (Continued)
Investment in Unconsolidated Subsidiaries
The investment in the Banks common stock is carried at equity value
Income Taxes
The provision for federal income taxes is allocated by the separate return method whereby each corporation determines its taxes as if it were filing a tax return on its own
To the extent that the corporation due to any taxable loss it may generate shelters earnings of the subsidiary the subsidiary will pay to the corporation the related tax benefit based on current tax rates The tax benefit is calculated using the marginal
federal tax rate
Subsequent Events
Subsequent events have been evaluated through January 28 2015 which is the date the financial statements were available to be issued
Investment in Heritage Bank
The investment in the Bank consists of 9000 shares (100) at December 31 2014 with a book value of $11644928
Book Value Per Share
Book value is calculated by dividing stockholders equity by the number of shares outstanding at December 31 2014
Stockholders equity
Net shares outstanding
Book value per share
$ 11698050 84178
$ 13897
7
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 3 Book Value Per Share (Continued)
The book value of the Bank stock is calculated by dividing the Banks stockholders equity
by the number of shares outstanding at December 31 2014
Stockholders equity of the Bank
Number of shares outstanding
Book value per share
$ 11644 928
9000
$ 129388
8
JQI GQ z
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note4 Summary Financial Data
Summary financial data of the Bank at December 31 2014 is as follows
Cash and due from banks
Investments
Federal funds sold
Loans - Net
Assets
Bank premises and equipment
Accrued interest and other assets
TOTAL ASSETS
Liabilities and Stockholders Equity
Deposits
Other liabilities
Stockholders equity
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
Income
Ex enses
NET INCOME
Income
$ 3043013
18076561
6555000
70J61903
2663058
3835488
$ 104935023
$ 87145943
6144152
11644928
$ 104935023
$ 4236242
3447265
$ 788977
9
-middot
Spencer Bmiddotancorporation Inc
FRY-6
December 31 2014
1 a None b Will be provided later
2 a
3
Spencer Bancorporation Inc 201 West Clark Street
Spencer WI
Incorporated in Wisconsin
-----------------middot
Heritage Bank middotSpencer WI
Incorporated in Wisconsin
b Submitted via e-mail on February 28 2015
(1) a William Bauer Spencer WI
b USA c 7500 shares_ 891
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
Board of Directors Spencer Bancorporation Inc Spencer Wisconsin
We have compiled the accompanying balance sheet of Spencer Bancorporation Inc (Parent Company Only) as of December 31 2014 and the related statements of income and comprehensive income changes in stockholders equity and cash flows for the year then ended We have not audited or reviewed the accompanying financial statements and accordingly do not express an opinion or provide any assurance about whether the financial statements are in accordance with accounting principles generally accepted in the United States
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States and for designing implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements
Our responsibility is to conduct the compilation in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants The objective of a compilation is to assist management in presenting financial information in the form of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements During our compilation we did become aware of a departure from accounting principles generally accepted in the United States that is described in the following paragraph
As described in Note 1 to the financial statements the Company reports its investment in Heritage Bank a wholly owned subsidiary on the equity method of accounting Accounting principles generally accepted in the United States require that all majority-owned subsidiaries be accounted for as consolidated subsidiaries If the financial statements of Spencer Bancorporation Inc had been consolidated with those of Heritage Bank total assets and total liabilities would be increased by approximately $93000000 as of December 31 2014 and revenue and expenses would be increased by approximately $3500000 for the year then ended
W LL Wipfli LLP
January 28 2015 Wausau Wisconsin
1
Spencer Bancorporation Inc (Parent Company Only)
Balance Sheet
December 31 2014
Cash and cash equivalents
Investment in Heritage Bank
Dividend receivable
Tax benefit receivable
TOT AL ASSETS
Assets
liabilities and Stockholders Equity
Liabilities Due to Bank
Dividends payable
Total liabilities
Stockholders equity
Common stock - Par value $50 per share
Authorized - 1 00000 shares
Issued and outstanding - 84 178 shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income net of tax
Total stockholders equity
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
See Accountants Compilation Report
See accompanying notes to financial statements
$
$
$
47130
11644928
56251
15610
11763919
23780
42089
65869
16836
1986090
9610739
84385
11698050
$ 11763919
2
Spencer Bancorporation Inc (Parent Company Only)
Statement of Income and Comprehensive Income
Year Ended December 31 2014
Dividends - Heritage Bank
Administrative expenses
Net income before income tax benefit and equity in undistributed net income
of subsidiary
Income tax benefit
Net income before equity in undistributed net income of subsidiary
Equity in undistributed net income of subsidiary
Net income
Other comprehensive income -
Unrealized gain on securities available for sale net of tax
Total comprehensive income
See Accountants Compilation Report
See accompanying notes to financial statements
$ 110250
(21648)
88602
8551
97153
678727
775880
125234
$ 901114
3
Spencer Bancorporation Inc (Parent Company Only) Statement of Changes in Stockholders Equity Year Ended December 31 2014
Balance at January 1 2014
Comprehensive income
Net income
Unrealized gain on securities available for sale
net of tax
Total comprehensive income
Dividends aid
Common
Stock
$16836 $
Additional
Paid-Jn Retained
Capital Earnings
1986090 $ 8917353
775880
(82494)
Accumulated
Other
Comprehensive
Income (Loss) Total
$ (40849) $10879430
775880
125234 __ 1_ 2_52_34_
901 114
(82494)
Total $16836 $ 1986090 $ 9610739 $ 84385 $ 11698050
See Accountants Compilation Report
See accompanying notes to financial statements 4
Spencer Bancorporation Inc (Parent Company Only)
Statement of Cash Flows
Year Ended December 31 2014
Increase in cash and cash equivalents
Cash flows from operating activities
Net income Adjustments to reconcile net income to net cash provided by operating
activities
Equity in undistributed net income of subsidiary
Changes in operating assets and liabilities
Tax benefit receivable
Dividend receivable
Dividends payable
Total adjustments
Net cash provided by operating activities
Net cash used in financing activity - Dividends paid
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning
Cash and cash equivalents at end
Supplemental cash flow information
Income tax benefit received
See Accountants Compilation Report
See accompanying notes to financial statements
$ 775880
(678727)
3376
(2251) 2525
(675077)
100803
(82494)
18309
28821
$ 47130
$ 5175
5
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1 Summary of Significant Accounting Policies
Principal Business Activity
Spencer Bancorporation Inc (the Company) is a bank holding company involved in the ownership and management of Heritage Bank (the Bank) a full-service bank with locations in Spencer and Marshfield Wisconsin The Bank serves customers located primarily in Clark Wood and Marathon Counties
Parent Company Only Presentation
The Company reports its investment in the Bank a wholly owned subsidiary on the equity method of accounting Accounting principles generally accepted in the United States (GAAP) require that all majority-owned subsidiaries be accounted for as consolidated subsidiaries
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with GMP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period Actual results could differ from those estimates
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents
Other Comprehensive Income
Other comprehensive income is shown on the statement of income and comprehensive income The Companys accumulated other comprehensive income is comprised of the unrealized gain on securities available for sale net of tax and is shown on the statement of changes in stockholders equity
6
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1
Note 2
Note 3
Summary of Significant Accounting Policies (Continued)
Investment in Unconsolidated Subsidiaries
The investment in the Banks common stock is carried at equity value
Income Taxes
The provision for federal income taxes is allocated by the separate return method whereby each corporation determines its taxes as if it were filing a tax return on its own
To the extent that the corporation due to any taxable loss it may generate shelters earnings of the subsidiary the subsidiary will pay to the corporation the related tax benefit based on current tax rates The tax benefit is calculated using the marginal
federal tax rate
Subsequent Events
Subsequent events have been evaluated through January 28 2015 which is the date the financial statements were available to be issued
Investment in Heritage Bank
The investment in the Bank consists of 9000 shares (100) at December 31 2014 with a book value of $11644928
Book Value Per Share
Book value is calculated by dividing stockholders equity by the number of shares outstanding at December 31 2014
Stockholders equity
Net shares outstanding
Book value per share
$ 11698050 84178
$ 13897
7
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 3 Book Value Per Share (Continued)
The book value of the Bank stock is calculated by dividing the Banks stockholders equity
by the number of shares outstanding at December 31 2014
Stockholders equity of the Bank
Number of shares outstanding
Book value per share
$ 11644 928
9000
$ 129388
8
JQI GQ z
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note4 Summary Financial Data
Summary financial data of the Bank at December 31 2014 is as follows
Cash and due from banks
Investments
Federal funds sold
Loans - Net
Assets
Bank premises and equipment
Accrued interest and other assets
TOTAL ASSETS
Liabilities and Stockholders Equity
Deposits
Other liabilities
Stockholders equity
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
Income
Ex enses
NET INCOME
Income
$ 3043013
18076561
6555000
70J61903
2663058
3835488
$ 104935023
$ 87145943
6144152
11644928
$ 104935023
$ 4236242
3447265
$ 788977
9
-middot
Spencer Bmiddotancorporation Inc
FRY-6
December 31 2014
1 a None b Will be provided later
2 a
3
Spencer Bancorporation Inc 201 West Clark Street
Spencer WI
Incorporated in Wisconsin
-----------------middot
Heritage Bank middotSpencer WI
Incorporated in Wisconsin
b Submitted via e-mail on February 28 2015
(1) a William Bauer Spencer WI
b USA c 7500 shares_ 891
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
Board of Directors Spencer Bancorporation Inc Spencer Wisconsin
We have compiled the accompanying balance sheet of Spencer Bancorporation Inc (Parent Company Only) as of December 31 2014 and the related statements of income and comprehensive income changes in stockholders equity and cash flows for the year then ended We have not audited or reviewed the accompanying financial statements and accordingly do not express an opinion or provide any assurance about whether the financial statements are in accordance with accounting principles generally accepted in the United States
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States and for designing implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements
Our responsibility is to conduct the compilation in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants The objective of a compilation is to assist management in presenting financial information in the form of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements During our compilation we did become aware of a departure from accounting principles generally accepted in the United States that is described in the following paragraph
As described in Note 1 to the financial statements the Company reports its investment in Heritage Bank a wholly owned subsidiary on the equity method of accounting Accounting principles generally accepted in the United States require that all majority-owned subsidiaries be accounted for as consolidated subsidiaries If the financial statements of Spencer Bancorporation Inc had been consolidated with those of Heritage Bank total assets and total liabilities would be increased by approximately $93000000 as of December 31 2014 and revenue and expenses would be increased by approximately $3500000 for the year then ended
W LL Wipfli LLP
January 28 2015 Wausau Wisconsin
1
Spencer Bancorporation Inc (Parent Company Only)
Balance Sheet
December 31 2014
Cash and cash equivalents
Investment in Heritage Bank
Dividend receivable
Tax benefit receivable
TOT AL ASSETS
Assets
liabilities and Stockholders Equity
Liabilities Due to Bank
Dividends payable
Total liabilities
Stockholders equity
Common stock - Par value $50 per share
Authorized - 1 00000 shares
Issued and outstanding - 84 178 shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income net of tax
Total stockholders equity
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
See Accountants Compilation Report
See accompanying notes to financial statements
$
$
$
47130
11644928
56251
15610
11763919
23780
42089
65869
16836
1986090
9610739
84385
11698050
$ 11763919
2
Spencer Bancorporation Inc (Parent Company Only)
Statement of Income and Comprehensive Income
Year Ended December 31 2014
Dividends - Heritage Bank
Administrative expenses
Net income before income tax benefit and equity in undistributed net income
of subsidiary
Income tax benefit
Net income before equity in undistributed net income of subsidiary
Equity in undistributed net income of subsidiary
Net income
Other comprehensive income -
Unrealized gain on securities available for sale net of tax
Total comprehensive income
See Accountants Compilation Report
See accompanying notes to financial statements
$ 110250
(21648)
88602
8551
97153
678727
775880
125234
$ 901114
3
Spencer Bancorporation Inc (Parent Company Only) Statement of Changes in Stockholders Equity Year Ended December 31 2014
Balance at January 1 2014
Comprehensive income
Net income
Unrealized gain on securities available for sale
net of tax
Total comprehensive income
Dividends aid
Common
Stock
$16836 $
Additional
Paid-Jn Retained
Capital Earnings
1986090 $ 8917353
775880
(82494)
Accumulated
Other
Comprehensive
Income (Loss) Total
$ (40849) $10879430
775880
125234 __ 1_ 2_52_34_
901 114
(82494)
Total $16836 $ 1986090 $ 9610739 $ 84385 $ 11698050
See Accountants Compilation Report
See accompanying notes to financial statements 4
Spencer Bancorporation Inc (Parent Company Only)
Statement of Cash Flows
Year Ended December 31 2014
Increase in cash and cash equivalents
Cash flows from operating activities
Net income Adjustments to reconcile net income to net cash provided by operating
activities
Equity in undistributed net income of subsidiary
Changes in operating assets and liabilities
Tax benefit receivable
Dividend receivable
Dividends payable
Total adjustments
Net cash provided by operating activities
Net cash used in financing activity - Dividends paid
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning
Cash and cash equivalents at end
Supplemental cash flow information
Income tax benefit received
See Accountants Compilation Report
See accompanying notes to financial statements
$ 775880
(678727)
3376
(2251) 2525
(675077)
100803
(82494)
18309
28821
$ 47130
$ 5175
5
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1 Summary of Significant Accounting Policies
Principal Business Activity
Spencer Bancorporation Inc (the Company) is a bank holding company involved in the ownership and management of Heritage Bank (the Bank) a full-service bank with locations in Spencer and Marshfield Wisconsin The Bank serves customers located primarily in Clark Wood and Marathon Counties
Parent Company Only Presentation
The Company reports its investment in the Bank a wholly owned subsidiary on the equity method of accounting Accounting principles generally accepted in the United States (GAAP) require that all majority-owned subsidiaries be accounted for as consolidated subsidiaries
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with GMP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period Actual results could differ from those estimates
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents
Other Comprehensive Income
Other comprehensive income is shown on the statement of income and comprehensive income The Companys accumulated other comprehensive income is comprised of the unrealized gain on securities available for sale net of tax and is shown on the statement of changes in stockholders equity
6
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1
Note 2
Note 3
Summary of Significant Accounting Policies (Continued)
Investment in Unconsolidated Subsidiaries
The investment in the Banks common stock is carried at equity value
Income Taxes
The provision for federal income taxes is allocated by the separate return method whereby each corporation determines its taxes as if it were filing a tax return on its own
To the extent that the corporation due to any taxable loss it may generate shelters earnings of the subsidiary the subsidiary will pay to the corporation the related tax benefit based on current tax rates The tax benefit is calculated using the marginal
federal tax rate
Subsequent Events
Subsequent events have been evaluated through January 28 2015 which is the date the financial statements were available to be issued
Investment in Heritage Bank
The investment in the Bank consists of 9000 shares (100) at December 31 2014 with a book value of $11644928
Book Value Per Share
Book value is calculated by dividing stockholders equity by the number of shares outstanding at December 31 2014
Stockholders equity
Net shares outstanding
Book value per share
$ 11698050 84178
$ 13897
7
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 3 Book Value Per Share (Continued)
The book value of the Bank stock is calculated by dividing the Banks stockholders equity
by the number of shares outstanding at December 31 2014
Stockholders equity of the Bank
Number of shares outstanding
Book value per share
$ 11644 928
9000
$ 129388
8
JQI GQ z
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note4 Summary Financial Data
Summary financial data of the Bank at December 31 2014 is as follows
Cash and due from banks
Investments
Federal funds sold
Loans - Net
Assets
Bank premises and equipment
Accrued interest and other assets
TOTAL ASSETS
Liabilities and Stockholders Equity
Deposits
Other liabilities
Stockholders equity
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
Income
Ex enses
NET INCOME
Income
$ 3043013
18076561
6555000
70J61903
2663058
3835488
$ 104935023
$ 87145943
6144152
11644928
$ 104935023
$ 4236242
3447265
$ 788977
9
-middot
Spencer Bmiddotancorporation Inc
FRY-6
December 31 2014
1 a None b Will be provided later
2 a
3
Spencer Bancorporation Inc 201 West Clark Street
Spencer WI
Incorporated in Wisconsin
-----------------middot
Heritage Bank middotSpencer WI
Incorporated in Wisconsin
b Submitted via e-mail on February 28 2015
(1) a William Bauer Spencer WI
b USA c 7500 shares_ 891
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
Net income before income tax benefit and equity in undistributed net income
of subsidiary
Income tax benefit
Net income before equity in undistributed net income of subsidiary
Equity in undistributed net income of subsidiary
Net income
Other comprehensive income -
Unrealized gain on securities available for sale net of tax
Total comprehensive income
See Accountants Compilation Report
See accompanying notes to financial statements
$ 110250
(21648)
88602
8551
97153
678727
775880
125234
$ 901114
3
Spencer Bancorporation Inc (Parent Company Only) Statement of Changes in Stockholders Equity Year Ended December 31 2014
Balance at January 1 2014
Comprehensive income
Net income
Unrealized gain on securities available for sale
net of tax
Total comprehensive income
Dividends aid
Common
Stock
$16836 $
Additional
Paid-Jn Retained
Capital Earnings
1986090 $ 8917353
775880
(82494)
Accumulated
Other
Comprehensive
Income (Loss) Total
$ (40849) $10879430
775880
125234 __ 1_ 2_52_34_
901 114
(82494)
Total $16836 $ 1986090 $ 9610739 $ 84385 $ 11698050
See Accountants Compilation Report
See accompanying notes to financial statements 4
Spencer Bancorporation Inc (Parent Company Only)
Statement of Cash Flows
Year Ended December 31 2014
Increase in cash and cash equivalents
Cash flows from operating activities
Net income Adjustments to reconcile net income to net cash provided by operating
activities
Equity in undistributed net income of subsidiary
Changes in operating assets and liabilities
Tax benefit receivable
Dividend receivable
Dividends payable
Total adjustments
Net cash provided by operating activities
Net cash used in financing activity - Dividends paid
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning
Cash and cash equivalents at end
Supplemental cash flow information
Income tax benefit received
See Accountants Compilation Report
See accompanying notes to financial statements
$ 775880
(678727)
3376
(2251) 2525
(675077)
100803
(82494)
18309
28821
$ 47130
$ 5175
5
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1 Summary of Significant Accounting Policies
Principal Business Activity
Spencer Bancorporation Inc (the Company) is a bank holding company involved in the ownership and management of Heritage Bank (the Bank) a full-service bank with locations in Spencer and Marshfield Wisconsin The Bank serves customers located primarily in Clark Wood and Marathon Counties
Parent Company Only Presentation
The Company reports its investment in the Bank a wholly owned subsidiary on the equity method of accounting Accounting principles generally accepted in the United States (GAAP) require that all majority-owned subsidiaries be accounted for as consolidated subsidiaries
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with GMP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period Actual results could differ from those estimates
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents
Other Comprehensive Income
Other comprehensive income is shown on the statement of income and comprehensive income The Companys accumulated other comprehensive income is comprised of the unrealized gain on securities available for sale net of tax and is shown on the statement of changes in stockholders equity
6
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1
Note 2
Note 3
Summary of Significant Accounting Policies (Continued)
Investment in Unconsolidated Subsidiaries
The investment in the Banks common stock is carried at equity value
Income Taxes
The provision for federal income taxes is allocated by the separate return method whereby each corporation determines its taxes as if it were filing a tax return on its own
To the extent that the corporation due to any taxable loss it may generate shelters earnings of the subsidiary the subsidiary will pay to the corporation the related tax benefit based on current tax rates The tax benefit is calculated using the marginal
federal tax rate
Subsequent Events
Subsequent events have been evaluated through January 28 2015 which is the date the financial statements were available to be issued
Investment in Heritage Bank
The investment in the Bank consists of 9000 shares (100) at December 31 2014 with a book value of $11644928
Book Value Per Share
Book value is calculated by dividing stockholders equity by the number of shares outstanding at December 31 2014
Stockholders equity
Net shares outstanding
Book value per share
$ 11698050 84178
$ 13897
7
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 3 Book Value Per Share (Continued)
The book value of the Bank stock is calculated by dividing the Banks stockholders equity
by the number of shares outstanding at December 31 2014
Stockholders equity of the Bank
Number of shares outstanding
Book value per share
$ 11644 928
9000
$ 129388
8
JQI GQ z
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note4 Summary Financial Data
Summary financial data of the Bank at December 31 2014 is as follows
Cash and due from banks
Investments
Federal funds sold
Loans - Net
Assets
Bank premises and equipment
Accrued interest and other assets
TOTAL ASSETS
Liabilities and Stockholders Equity
Deposits
Other liabilities
Stockholders equity
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
Income
Ex enses
NET INCOME
Income
$ 3043013
18076561
6555000
70J61903
2663058
3835488
$ 104935023
$ 87145943
6144152
11644928
$ 104935023
$ 4236242
3447265
$ 788977
9
-middot
Spencer Bmiddotancorporation Inc
FRY-6
December 31 2014
1 a None b Will be provided later
2 a
3
Spencer Bancorporation Inc 201 West Clark Street
Spencer WI
Incorporated in Wisconsin
-----------------middot
Heritage Bank middotSpencer WI
Incorporated in Wisconsin
b Submitted via e-mail on February 28 2015
(1) a William Bauer Spencer WI
b USA c 7500 shares_ 891
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
Net income before income tax benefit and equity in undistributed net income
of subsidiary
Income tax benefit
Net income before equity in undistributed net income of subsidiary
Equity in undistributed net income of subsidiary
Net income
Other comprehensive income -
Unrealized gain on securities available for sale net of tax
Total comprehensive income
See Accountants Compilation Report
See accompanying notes to financial statements
$ 110250
(21648)
88602
8551
97153
678727
775880
125234
$ 901114
3
Spencer Bancorporation Inc (Parent Company Only) Statement of Changes in Stockholders Equity Year Ended December 31 2014
Balance at January 1 2014
Comprehensive income
Net income
Unrealized gain on securities available for sale
net of tax
Total comprehensive income
Dividends aid
Common
Stock
$16836 $
Additional
Paid-Jn Retained
Capital Earnings
1986090 $ 8917353
775880
(82494)
Accumulated
Other
Comprehensive
Income (Loss) Total
$ (40849) $10879430
775880
125234 __ 1_ 2_52_34_
901 114
(82494)
Total $16836 $ 1986090 $ 9610739 $ 84385 $ 11698050
See Accountants Compilation Report
See accompanying notes to financial statements 4
Spencer Bancorporation Inc (Parent Company Only)
Statement of Cash Flows
Year Ended December 31 2014
Increase in cash and cash equivalents
Cash flows from operating activities
Net income Adjustments to reconcile net income to net cash provided by operating
activities
Equity in undistributed net income of subsidiary
Changes in operating assets and liabilities
Tax benefit receivable
Dividend receivable
Dividends payable
Total adjustments
Net cash provided by operating activities
Net cash used in financing activity - Dividends paid
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning
Cash and cash equivalents at end
Supplemental cash flow information
Income tax benefit received
See Accountants Compilation Report
See accompanying notes to financial statements
$ 775880
(678727)
3376
(2251) 2525
(675077)
100803
(82494)
18309
28821
$ 47130
$ 5175
5
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1 Summary of Significant Accounting Policies
Principal Business Activity
Spencer Bancorporation Inc (the Company) is a bank holding company involved in the ownership and management of Heritage Bank (the Bank) a full-service bank with locations in Spencer and Marshfield Wisconsin The Bank serves customers located primarily in Clark Wood and Marathon Counties
Parent Company Only Presentation
The Company reports its investment in the Bank a wholly owned subsidiary on the equity method of accounting Accounting principles generally accepted in the United States (GAAP) require that all majority-owned subsidiaries be accounted for as consolidated subsidiaries
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with GMP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period Actual results could differ from those estimates
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents
Other Comprehensive Income
Other comprehensive income is shown on the statement of income and comprehensive income The Companys accumulated other comprehensive income is comprised of the unrealized gain on securities available for sale net of tax and is shown on the statement of changes in stockholders equity
6
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1
Note 2
Note 3
Summary of Significant Accounting Policies (Continued)
Investment in Unconsolidated Subsidiaries
The investment in the Banks common stock is carried at equity value
Income Taxes
The provision for federal income taxes is allocated by the separate return method whereby each corporation determines its taxes as if it were filing a tax return on its own
To the extent that the corporation due to any taxable loss it may generate shelters earnings of the subsidiary the subsidiary will pay to the corporation the related tax benefit based on current tax rates The tax benefit is calculated using the marginal
federal tax rate
Subsequent Events
Subsequent events have been evaluated through January 28 2015 which is the date the financial statements were available to be issued
Investment in Heritage Bank
The investment in the Bank consists of 9000 shares (100) at December 31 2014 with a book value of $11644928
Book Value Per Share
Book value is calculated by dividing stockholders equity by the number of shares outstanding at December 31 2014
Stockholders equity
Net shares outstanding
Book value per share
$ 11698050 84178
$ 13897
7
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 3 Book Value Per Share (Continued)
The book value of the Bank stock is calculated by dividing the Banks stockholders equity
by the number of shares outstanding at December 31 2014
Stockholders equity of the Bank
Number of shares outstanding
Book value per share
$ 11644 928
9000
$ 129388
8
JQI GQ z
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note4 Summary Financial Data
Summary financial data of the Bank at December 31 2014 is as follows
Cash and due from banks
Investments
Federal funds sold
Loans - Net
Assets
Bank premises and equipment
Accrued interest and other assets
TOTAL ASSETS
Liabilities and Stockholders Equity
Deposits
Other liabilities
Stockholders equity
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
Income
Ex enses
NET INCOME
Income
$ 3043013
18076561
6555000
70J61903
2663058
3835488
$ 104935023
$ 87145943
6144152
11644928
$ 104935023
$ 4236242
3447265
$ 788977
9
-middot
Spencer Bmiddotancorporation Inc
FRY-6
December 31 2014
1 a None b Will be provided later
2 a
3
Spencer Bancorporation Inc 201 West Clark Street
Spencer WI
Incorporated in Wisconsin
-----------------middot
Heritage Bank middotSpencer WI
Incorporated in Wisconsin
b Submitted via e-mail on February 28 2015
(1) a William Bauer Spencer WI
b USA c 7500 shares_ 891
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
Spencer Bancorporation Inc (Parent Company Only) Statement of Changes in Stockholders Equity Year Ended December 31 2014
Balance at January 1 2014
Comprehensive income
Net income
Unrealized gain on securities available for sale
net of tax
Total comprehensive income
Dividends aid
Common
Stock
$16836 $
Additional
Paid-Jn Retained
Capital Earnings
1986090 $ 8917353
775880
(82494)
Accumulated
Other
Comprehensive
Income (Loss) Total
$ (40849) $10879430
775880
125234 __ 1_ 2_52_34_
901 114
(82494)
Total $16836 $ 1986090 $ 9610739 $ 84385 $ 11698050
See Accountants Compilation Report
See accompanying notes to financial statements 4
Spencer Bancorporation Inc (Parent Company Only)
Statement of Cash Flows
Year Ended December 31 2014
Increase in cash and cash equivalents
Cash flows from operating activities
Net income Adjustments to reconcile net income to net cash provided by operating
activities
Equity in undistributed net income of subsidiary
Changes in operating assets and liabilities
Tax benefit receivable
Dividend receivable
Dividends payable
Total adjustments
Net cash provided by operating activities
Net cash used in financing activity - Dividends paid
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning
Cash and cash equivalents at end
Supplemental cash flow information
Income tax benefit received
See Accountants Compilation Report
See accompanying notes to financial statements
$ 775880
(678727)
3376
(2251) 2525
(675077)
100803
(82494)
18309
28821
$ 47130
$ 5175
5
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1 Summary of Significant Accounting Policies
Principal Business Activity
Spencer Bancorporation Inc (the Company) is a bank holding company involved in the ownership and management of Heritage Bank (the Bank) a full-service bank with locations in Spencer and Marshfield Wisconsin The Bank serves customers located primarily in Clark Wood and Marathon Counties
Parent Company Only Presentation
The Company reports its investment in the Bank a wholly owned subsidiary on the equity method of accounting Accounting principles generally accepted in the United States (GAAP) require that all majority-owned subsidiaries be accounted for as consolidated subsidiaries
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with GMP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period Actual results could differ from those estimates
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents
Other Comprehensive Income
Other comprehensive income is shown on the statement of income and comprehensive income The Companys accumulated other comprehensive income is comprised of the unrealized gain on securities available for sale net of tax and is shown on the statement of changes in stockholders equity
6
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1
Note 2
Note 3
Summary of Significant Accounting Policies (Continued)
Investment in Unconsolidated Subsidiaries
The investment in the Banks common stock is carried at equity value
Income Taxes
The provision for federal income taxes is allocated by the separate return method whereby each corporation determines its taxes as if it were filing a tax return on its own
To the extent that the corporation due to any taxable loss it may generate shelters earnings of the subsidiary the subsidiary will pay to the corporation the related tax benefit based on current tax rates The tax benefit is calculated using the marginal
federal tax rate
Subsequent Events
Subsequent events have been evaluated through January 28 2015 which is the date the financial statements were available to be issued
Investment in Heritage Bank
The investment in the Bank consists of 9000 shares (100) at December 31 2014 with a book value of $11644928
Book Value Per Share
Book value is calculated by dividing stockholders equity by the number of shares outstanding at December 31 2014
Stockholders equity
Net shares outstanding
Book value per share
$ 11698050 84178
$ 13897
7
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 3 Book Value Per Share (Continued)
The book value of the Bank stock is calculated by dividing the Banks stockholders equity
by the number of shares outstanding at December 31 2014
Stockholders equity of the Bank
Number of shares outstanding
Book value per share
$ 11644 928
9000
$ 129388
8
JQI GQ z
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note4 Summary Financial Data
Summary financial data of the Bank at December 31 2014 is as follows
Cash and due from banks
Investments
Federal funds sold
Loans - Net
Assets
Bank premises and equipment
Accrued interest and other assets
TOTAL ASSETS
Liabilities and Stockholders Equity
Deposits
Other liabilities
Stockholders equity
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
Income
Ex enses
NET INCOME
Income
$ 3043013
18076561
6555000
70J61903
2663058
3835488
$ 104935023
$ 87145943
6144152
11644928
$ 104935023
$ 4236242
3447265
$ 788977
9
-middot
Spencer Bmiddotancorporation Inc
FRY-6
December 31 2014
1 a None b Will be provided later
2 a
3
Spencer Bancorporation Inc 201 West Clark Street
Spencer WI
Incorporated in Wisconsin
-----------------middot
Heritage Bank middotSpencer WI
Incorporated in Wisconsin
b Submitted via e-mail on February 28 2015
(1) a William Bauer Spencer WI
b USA c 7500 shares_ 891
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
Net income Adjustments to reconcile net income to net cash provided by operating
activities
Equity in undistributed net income of subsidiary
Changes in operating assets and liabilities
Tax benefit receivable
Dividend receivable
Dividends payable
Total adjustments
Net cash provided by operating activities
Net cash used in financing activity - Dividends paid
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning
Cash and cash equivalents at end
Supplemental cash flow information
Income tax benefit received
See Accountants Compilation Report
See accompanying notes to financial statements
$ 775880
(678727)
3376
(2251) 2525
(675077)
100803
(82494)
18309
28821
$ 47130
$ 5175
5
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1 Summary of Significant Accounting Policies
Principal Business Activity
Spencer Bancorporation Inc (the Company) is a bank holding company involved in the ownership and management of Heritage Bank (the Bank) a full-service bank with locations in Spencer and Marshfield Wisconsin The Bank serves customers located primarily in Clark Wood and Marathon Counties
Parent Company Only Presentation
The Company reports its investment in the Bank a wholly owned subsidiary on the equity method of accounting Accounting principles generally accepted in the United States (GAAP) require that all majority-owned subsidiaries be accounted for as consolidated subsidiaries
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with GMP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period Actual results could differ from those estimates
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents
Other Comprehensive Income
Other comprehensive income is shown on the statement of income and comprehensive income The Companys accumulated other comprehensive income is comprised of the unrealized gain on securities available for sale net of tax and is shown on the statement of changes in stockholders equity
6
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1
Note 2
Note 3
Summary of Significant Accounting Policies (Continued)
Investment in Unconsolidated Subsidiaries
The investment in the Banks common stock is carried at equity value
Income Taxes
The provision for federal income taxes is allocated by the separate return method whereby each corporation determines its taxes as if it were filing a tax return on its own
To the extent that the corporation due to any taxable loss it may generate shelters earnings of the subsidiary the subsidiary will pay to the corporation the related tax benefit based on current tax rates The tax benefit is calculated using the marginal
federal tax rate
Subsequent Events
Subsequent events have been evaluated through January 28 2015 which is the date the financial statements were available to be issued
Investment in Heritage Bank
The investment in the Bank consists of 9000 shares (100) at December 31 2014 with a book value of $11644928
Book Value Per Share
Book value is calculated by dividing stockholders equity by the number of shares outstanding at December 31 2014
Stockholders equity
Net shares outstanding
Book value per share
$ 11698050 84178
$ 13897
7
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 3 Book Value Per Share (Continued)
The book value of the Bank stock is calculated by dividing the Banks stockholders equity
by the number of shares outstanding at December 31 2014
Stockholders equity of the Bank
Number of shares outstanding
Book value per share
$ 11644 928
9000
$ 129388
8
JQI GQ z
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note4 Summary Financial Data
Summary financial data of the Bank at December 31 2014 is as follows
Cash and due from banks
Investments
Federal funds sold
Loans - Net
Assets
Bank premises and equipment
Accrued interest and other assets
TOTAL ASSETS
Liabilities and Stockholders Equity
Deposits
Other liabilities
Stockholders equity
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
Income
Ex enses
NET INCOME
Income
$ 3043013
18076561
6555000
70J61903
2663058
3835488
$ 104935023
$ 87145943
6144152
11644928
$ 104935023
$ 4236242
3447265
$ 788977
9
-middot
Spencer Bmiddotancorporation Inc
FRY-6
December 31 2014
1 a None b Will be provided later
2 a
3
Spencer Bancorporation Inc 201 West Clark Street
Spencer WI
Incorporated in Wisconsin
-----------------middot
Heritage Bank middotSpencer WI
Incorporated in Wisconsin
b Submitted via e-mail on February 28 2015
(1) a William Bauer Spencer WI
b USA c 7500 shares_ 891
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
Spencer Bancorporation Inc (the Company) is a bank holding company involved in the ownership and management of Heritage Bank (the Bank) a full-service bank with locations in Spencer and Marshfield Wisconsin The Bank serves customers located primarily in Clark Wood and Marathon Counties
Parent Company Only Presentation
The Company reports its investment in the Bank a wholly owned subsidiary on the equity method of accounting Accounting principles generally accepted in the United States (GAAP) require that all majority-owned subsidiaries be accounted for as consolidated subsidiaries
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with GMP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period Actual results could differ from those estimates
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents
Other Comprehensive Income
Other comprehensive income is shown on the statement of income and comprehensive income The Companys accumulated other comprehensive income is comprised of the unrealized gain on securities available for sale net of tax and is shown on the statement of changes in stockholders equity
6
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 1
Note 2
Note 3
Summary of Significant Accounting Policies (Continued)
Investment in Unconsolidated Subsidiaries
The investment in the Banks common stock is carried at equity value
Income Taxes
The provision for federal income taxes is allocated by the separate return method whereby each corporation determines its taxes as if it were filing a tax return on its own
To the extent that the corporation due to any taxable loss it may generate shelters earnings of the subsidiary the subsidiary will pay to the corporation the related tax benefit based on current tax rates The tax benefit is calculated using the marginal
federal tax rate
Subsequent Events
Subsequent events have been evaluated through January 28 2015 which is the date the financial statements were available to be issued
Investment in Heritage Bank
The investment in the Bank consists of 9000 shares (100) at December 31 2014 with a book value of $11644928
Book Value Per Share
Book value is calculated by dividing stockholders equity by the number of shares outstanding at December 31 2014
Stockholders equity
Net shares outstanding
Book value per share
$ 11698050 84178
$ 13897
7
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 3 Book Value Per Share (Continued)
The book value of the Bank stock is calculated by dividing the Banks stockholders equity
by the number of shares outstanding at December 31 2014
Stockholders equity of the Bank
Number of shares outstanding
Book value per share
$ 11644 928
9000
$ 129388
8
JQI GQ z
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note4 Summary Financial Data
Summary financial data of the Bank at December 31 2014 is as follows
Cash and due from banks
Investments
Federal funds sold
Loans - Net
Assets
Bank premises and equipment
Accrued interest and other assets
TOTAL ASSETS
Liabilities and Stockholders Equity
Deposits
Other liabilities
Stockholders equity
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
Income
Ex enses
NET INCOME
Income
$ 3043013
18076561
6555000
70J61903
2663058
3835488
$ 104935023
$ 87145943
6144152
11644928
$ 104935023
$ 4236242
3447265
$ 788977
9
-middot
Spencer Bmiddotancorporation Inc
FRY-6
December 31 2014
1 a None b Will be provided later
2 a
3
Spencer Bancorporation Inc 201 West Clark Street
Spencer WI
Incorporated in Wisconsin
-----------------middot
Heritage Bank middotSpencer WI
Incorporated in Wisconsin
b Submitted via e-mail on February 28 2015
(1) a William Bauer Spencer WI
b USA c 7500 shares_ 891
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
Summary of Significant Accounting Policies (Continued)
Investment in Unconsolidated Subsidiaries
The investment in the Banks common stock is carried at equity value
Income Taxes
The provision for federal income taxes is allocated by the separate return method whereby each corporation determines its taxes as if it were filing a tax return on its own
To the extent that the corporation due to any taxable loss it may generate shelters earnings of the subsidiary the subsidiary will pay to the corporation the related tax benefit based on current tax rates The tax benefit is calculated using the marginal
federal tax rate
Subsequent Events
Subsequent events have been evaluated through January 28 2015 which is the date the financial statements were available to be issued
Investment in Heritage Bank
The investment in the Bank consists of 9000 shares (100) at December 31 2014 with a book value of $11644928
Book Value Per Share
Book value is calculated by dividing stockholders equity by the number of shares outstanding at December 31 2014
Stockholders equity
Net shares outstanding
Book value per share
$ 11698050 84178
$ 13897
7
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note 3 Book Value Per Share (Continued)
The book value of the Bank stock is calculated by dividing the Banks stockholders equity
by the number of shares outstanding at December 31 2014
Stockholders equity of the Bank
Number of shares outstanding
Book value per share
$ 11644 928
9000
$ 129388
8
JQI GQ z
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note4 Summary Financial Data
Summary financial data of the Bank at December 31 2014 is as follows
Cash and due from banks
Investments
Federal funds sold
Loans - Net
Assets
Bank premises and equipment
Accrued interest and other assets
TOTAL ASSETS
Liabilities and Stockholders Equity
Deposits
Other liabilities
Stockholders equity
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
Income
Ex enses
NET INCOME
Income
$ 3043013
18076561
6555000
70J61903
2663058
3835488
$ 104935023
$ 87145943
6144152
11644928
$ 104935023
$ 4236242
3447265
$ 788977
9
-middot
Spencer Bmiddotancorporation Inc
FRY-6
December 31 2014
1 a None b Will be provided later
2 a
3
Spencer Bancorporation Inc 201 West Clark Street
Spencer WI
Incorporated in Wisconsin
-----------------middot
Heritage Bank middotSpencer WI
Incorporated in Wisconsin
b Submitted via e-mail on February 28 2015
(1) a William Bauer Spencer WI
b USA c 7500 shares_ 891
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
The book value of the Bank stock is calculated by dividing the Banks stockholders equity
by the number of shares outstanding at December 31 2014
Stockholders equity of the Bank
Number of shares outstanding
Book value per share
$ 11644 928
9000
$ 129388
8
JQI GQ z
Spencer Bancorporation Inc (Parent Company Only)
Notes to Financial Statements
See Accountants Compilation Report
Note4 Summary Financial Data
Summary financial data of the Bank at December 31 2014 is as follows
Cash and due from banks
Investments
Federal funds sold
Loans - Net
Assets
Bank premises and equipment
Accrued interest and other assets
TOTAL ASSETS
Liabilities and Stockholders Equity
Deposits
Other liabilities
Stockholders equity
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
Income
Ex enses
NET INCOME
Income
$ 3043013
18076561
6555000
70J61903
2663058
3835488
$ 104935023
$ 87145943
6144152
11644928
$ 104935023
$ 4236242
3447265
$ 788977
9
-middot
Spencer Bmiddotancorporation Inc
FRY-6
December 31 2014
1 a None b Will be provided later
2 a
3
Spencer Bancorporation Inc 201 West Clark Street
Spencer WI
Incorporated in Wisconsin
-----------------middot
Heritage Bank middotSpencer WI
Incorporated in Wisconsin
b Submitted via e-mail on February 28 2015
(1) a William Bauer Spencer WI
b USA c 7500 shares_ 891
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
Summary financial data of the Bank at December 31 2014 is as follows
Cash and due from banks
Investments
Federal funds sold
Loans - Net
Assets
Bank premises and equipment
Accrued interest and other assets
TOTAL ASSETS
Liabilities and Stockholders Equity
Deposits
Other liabilities
Stockholders equity
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
Income
Ex enses
NET INCOME
Income
$ 3043013
18076561
6555000
70J61903
2663058
3835488
$ 104935023
$ 87145943
6144152
11644928
$ 104935023
$ 4236242
3447265
$ 788977
9
-middot
Spencer Bmiddotancorporation Inc
FRY-6
December 31 2014
1 a None b Will be provided later
2 a
3
Spencer Bancorporation Inc 201 West Clark Street
Spencer WI
Incorporated in Wisconsin
-----------------middot
Heritage Bank middotSpencer WI
Incorporated in Wisconsin
b Submitted via e-mail on February 28 2015
(1) a William Bauer Spencer WI
b USA c 7500 shares_ 891
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
a Spencermiddot Bancorporation Employee Stock Plan and Trust Spencer WI
b USA
Owns 100 of outstanding stock
c 10860secthares 1291 (Pec50 rititled to vote shares in trust- Board of Directors of Heritage Bank Plan Ad rrii nlstrator) (Voting provisions - See attached)
(2) None
4 See attached schedules
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
ResulU A list of branches for your depository Institution HERITAGE BANK (ID_RSSD 114149) This depository institution is held by SPENCER BANCORPORATION INC (1206407) of SPENCER WI
The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verfflcation Steps
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date in the Effective Date column
Actions
OK If the branch Information Is correct enter 10K1 in the Data Action column
Change If the branch Information ls Incorrect or Incomplete revise the data enter Change in the Data Action column and the date when this Information first became valid In the Effective Date column Close If a branch listed was sold or closed enter Close fn the Data Action column and the sale or closure date in the Effectlve Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter 1Add1 in the Data Action column and the opening or acquisition date in the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more Information If you are e-mafllng this to your FRB contact put your institution name city and state In the subject llne of the e-mail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSO columns are for reference onty Verification of these values is not required
Dita Action Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code County Country FDIC UNINUM
OK 2272015 Full Service (Head Office) 114149 HERITAGE BANK 201 WEST CLARK STREET SPENCER WI 54479-01 MARATHON UNITED STATES 7961
OK 2272015 Full Service 2232711 MARSHFIELD BRANCH 907 NORTH CENTRAL AVENUE MARSHFIELD WI 54449 WOOD UNITED STATES 227286
)jD
Office Number Head Office Head Office ID_RSSD Comments
0 HERITAGE BANK 114149
l HERITAGE BANK 114149
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Bradford Haessly
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Owner - Total Electric Service Inc
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Total Electric Service Inc
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 483 57
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 omiddot t em 1rec ors an dOff 1cers
(1) Name Alan R Bauman
Address Spencer WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Secretary Di rector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director None or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 570 68
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 D t em 1rec ors an dOff 1cers
(1) Name Michael A Schmidt
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company ChairmanDirector
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 2520 299
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoort It 4 omiddot t em irec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Thomas R Drendel
Marshfield WI USA
Retired
Vice ChairmanDirector
Director
None
Shares Percentage
1270 151
None
None
R eoo rt It 4 D t em irec ors an d Off 1cers
(1) Name Randolph D Malueg
Address St Germain WI USA
(2) Principal occupation if other than with holding company Retired
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company None
(c) Any other business the person is a director or executive officer None
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 967 115
(b) Direct amp indirect sub of holding company None
(c) Any other business None
R eoo rt It 4 Dmiddot t em 1rec ors an dOff 1cers
(1) Name Richard L Heinzen
Address Marshfield WI USA
(2) Principal occupation if other than with holding company Business owner - Heinzen Printing
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding company Director
(c) Any other business the person is a director or executive officer President - Heinzen Printing
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 1580 188
(b) Direct amp indirect sub of holding company None
(c) Any other business 50 of Heinzen Printing
R eport It 4 D t em 1rec ors an dOff 1cers
(1) Name
Address
(2) Principal occupation if other than with holding company
(3) Title or position with
(a) Bank holding company
(b) All direct amp indirect subsidiaries of holding company
(c) Any other business the person is a director or executive officer
(4) Shares owned controlled or held with power to vote in
(a) Holding company
(b) Direct amp indirect sub of holding company
(c) Any other business
Mark Anderson
Spencer WI USA
Business owner - Anderson Electric Company Inc
Director
President - Anderson Electric Company Inc
Shares Percentage
100 12
None
None
R eoort tern 4 D irectors an d Off ice rs
(1) Name Martin P Reinhart
Address Wausau WI USA
(2) Principal occupation if other than with holding company Banker
(3) Title or position with
(a) Bank holding company Director
(b) All direct amp indirect subsidiaries of holding PresidentCEODirector
company
(c) Any other business the person is a director Director Community Bankers of Wisconsin or executive officer
(4) Shares owned controlled or held with power to vote in Shares Percentage
(a) Holding company 669 79
(b) Direct amp indirect sub of holding company None
