8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 20, 2010

CSB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Ohio	0-21714	34-1687530
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

91 North Clay Street, P.O. Box 232,
Millersburg, Ohio	44654
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (330) 674-9015

Not Applicable
(Former Name or former address if changed since last report)

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 20, 2010, CSB Bancorp, Inc. issued a press release announcing its earnings for the three month period ended March 31, 2010. A copy of this press release and related financial tables are furnished herein as Exhibit 99.1. A copy of the shareholders’ brochure is furnished as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     ( c ) Exhibits

99.1	Press release and Quarterly Report for CSB Bancorp, Inc. for the quarter ended March 31, 2010.
99.2	Shareholder brochure for CSB Bancorp, Inc. Quarterly Report for the quarter ended March 31, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CSB Bancorp, Inc.
	By:	/s/ Paula J. Meiler
		Paula J. Meiler
Date: April 20, 2010		Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CSB BANCORP, INC. REPORTS EARNINGS FOR FIRST QUARTER 2010

First Quarter Highlights

• Net Income totals $737,000

• Diluted earnings per share of $0.27

• Return on average common equity of 6.44%

• Return on average assets of 0.67%

Millersburg, Ohio — April 20, 2010 — CSB Bancorp, Inc. (OTCBB: CSBB.ob) today announced first quarter 2010 net income of $737 thousand, or $.27 per basic and diluted share, as compared to $896 thousand, or $.33 per basic and diluted share for the same period in 2009.

Annualized returns on average common equity and average assets for the quarter were 6.44% and 0.67%, respectively, compared with 8.20% and 0.86% for the first quarter of 2009.

Eddie Steiner, President and CEO stated, “The past quarter’s earnings were reduced by soft loan demand, an increase in nonperforming commercial loan balances, and low prevailing interest rates on loans and investment securities. While first quarter earnings are below year ago levels, the Company continues to generate consistent profitability.”

Net interest income of $3.9 million decreased $13 thousand or 0.3% from the same quarter in the prior year. Net interest margin equated to 3.78% for the quarter, as compared to 3.99% during the first quarter of 2009. Total revenue of $4.7 million decreased 1.5% compared with revenue of the prior-year first quarter.

Non-interest expense totaled $3.0 million during the quarter, a decrease of $88 thousand, or 2.8%, from first quarter 2009. The Company’s first quarter efficiency ratio was 64.8%, as compared to same quarter results in the prior year of 67.4%.

Federal income tax expense was $315 thousand for first quarter 2010, reflecting an effective tax rate of 29.9%, compared to $424 thousand for the same quarter in 2009, or 32.1%. The decrease in the effective tax rate was primarily the result of a higher proportion of tax-exempt securities in the Company’s investment portfolio.

At March 31, 2010, assets totaled $436 million, down $15 million, or 3.3%, from December 31, 2009. Securities balances declined $7 million, or 8.6% as various securities matured or were called by the issuer. Total loan balances declined $2 million, or 0.7% to $312 million at March 31. Commercial loan balances, including commercial real estate, increased $800 thousand or 0.4% during the quarter ended March 31, residential mortgage and home equity

balances declined $2.2 million, or 1.9% during the quarter, while consumer installment, and other loan balances decreased $900 thousand, or 11.2%.

Net charge-offs for the quarter totaled $223 thousand, an annualized rate of 0.29% of average loan balances, as compared to $233 thousand or 0.30% during the first quarter of 2009.

As of March 31, 2010, nonperforming assets totaled $6.5 million, or 2.09% of period-end loans plus other real estate, compared with $4.3 million, or 1.37%, at the prior quarter-end. Commenting on the Company’s credit quality, Mr. Steiner noted, “Nonperforming assets have increased as difficult economic conditions continue to exert stress on some borrowers. We expect that nonperforming assets and net charge-offs will remain somewhat elevated through much of 2010. We have increased our allowance for loan losses and believe we are appropriately reserved for loss risks embedded in the loan portfolio.”

The Company’s allowance for loan losses at March 31, 2010 was 1.40% of period end loans and the Company funded $519 thousand in loan loss provision during the quarter. The ratio of allowance for loan losses to nonperforming loans stood at 70% at quarter-end.

Deposit balances totaled $326 million at quarter-end, a decrease of $3 million, or 1.0% from the prior quarter-end. Within the deposit category, non interest-bearing account balances decreased $1 million, or 2.5%. Interest bearing checking, money market and savings accounts declined $1 million, or 0.8%, during the quarter and time deposit balances decreased $1 million, or 0.6%%.

Short-term and other borrowings amounted to $62 million as of March 31, a decrease of $12 million or 16.2% from December 31 as the company repaid certain federal home loan bank advances that matured during the quarter.

Shareholders’ equity totaled $46 million on March 31, 2010 with 2.7 million common shares outstanding and a tangible equity to assets ratio of 10.1% at quarter-end. In concluding remarks, Mr. Steiner observed, “The Company’s capital and liquidity positions remain strong and provide stability to effectively meet the financial service needs of the communities we serve.”

The Company declared a common dividend of $0.18 per share during the quarter.

About CSB Bancorp, Inc.

CSB is a financial holding company headquartered in Millersburg, Ohio, with approximate assets of $436 million as of March 31, 2010. CSB provides a complete range of banking and other financial services to consumers and businesses through its wholly owned subsidiary, The Commercial and Savings Bank, with fourteen banking centers in Holmes, Tuscarawas, Wayne and Stark counties and Trust offices located in Millersburg and Wooster, Ohio.

Forward-Looking Statement

This release contains forward-looking statements relating to present or future trends or factors affecting the banking industry, and specifically the financial condition and results of operations, including without limitation, statements relating to the earnings outlook of the Company, as well as its operations, markets and products. Actual results could differ materially from those indicated. Among the important factors that could cause results to differ materially are interest rate changes, softening in the economy, which could materially impact credit quality trends and the ability to generate loans, changes in the mix of the Company’s business, competitive pressures, changes in accounting, tax or regulatory practices or requirements and those risk factors detailed in the Company’s periodic reports and registration statements filed with the Securities and Exchange Commission. The Company undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release.

Contact Information:
Paula J. Meiler, SVP & CFO
330-763-2873
paula.meiler@csb1.com

CSB BANCORP, INC.
CONSOLIDATED FINANCIAL HIGHLIGHTS

(Unaudited)
(Dollars in thousands except per share data)

	Quarters
	2010			2009			2009			2009			2009
EARNINGS	1st Qtr			4th Qtr			3rd Qtr			2nd Qtr			1st Qtr
Net interest income FTE (a)	$	3,935		$	4,231		$	3,920		$	3,884		$	3,940
Provision for loan losses		519			409			293			394			241
Other income		731			769			870			780			796
Other expenses		3,041			3,191			3,188			3,210			3,129
FTE adjustment (a)		54			56			56			52			46
Net income		737			931			858			706			896
Diluted EPS		0.27			0.34			0.31			0.26			0.33
PERFORMANCE RATIOS
Return on average assets (ROA)		0.67	%		0.84	%		0.80	%		0.67	%		0.86	%
Return on average common equity (ROE)		6.44	%		8.04	%		7.49	%		6.32	%		8.20	%
Net interest margin FTE (a)		3.78	%		4.01	%		3.84	%		3.88	%		3.99	%
Efficiency ratio		64.83	%		63.51	%		66.10	%		68.80	%		67.37	%
Number of full-time equivalent employees		140			144			146			141			139
MARKET DATA
Book value/common share	$	16.88		$	16.76		$	16.67		$	16.34		$	16.23
Period-end common share mkt value		14.60			15.25			15.20			16.00			14.00
Market as a % of book		86.49	%		90.99	%		91.18	%		97.92	%		86.26	%
PE ratio		12.37			12.30			12.77			12.80			11.11
Cash dividends/common share	$	0.18		$	0.18		$	0.18		$	0.18		$	0.18
Common stock dividend payout ratio		66.67	%		52.94	%		58.06	%		69.23	%		54.55	%
Average basic common shares		2,734,799			2,734,799			2,734,799			2,734,799			2,734,799
Average diluted common shares		2,734,799			2,734,799			2,734,799			2,734,799			2,734,799
Period end common shares outstanding		2,734,799			2,734,799			2,734,799			2,734,799			2,734,799
Common shares repurchased		0			0			0			0			0
Common stock market capitalization	$	39,928		$	41,706		$	41,569		$	43,757		$	38,287
ASSET QUALITY
Gross charge-offs	$	289		$	82		$	82		$	431		$	290
Net charge-offs (recoveries)		223			46			(6	)		398			233
Allowance for loan losses		4,356			4,060			3,697			3,398			3,402
Nonperforming assets (NPAs)		6,492			4,303			4,545			4,123			4,182
Net charge-off/average loans ratio		0.29	%		0.06	%		(0.01	)%		0.50	%		0.30	%
Allowance for loan losses/period-end loans		1.40			1.29			1.17			1.07			1.07
NPAs/loans and other real estate		2.09			1.37			1.44			1.29			1.31
Allowance for loan losses/nonperforming loans		70.02			98.04			82.05			83.47			82.51
CAPITAL & LIQUIDITY
Period-end tangible equity to assets		10.15	%		9.73	%		10.26	%		10.16	%		10.09	%
Average equity to assets		10.44			10.45			10.68			10.56			10.50
Average equity to loans		14.89			14.54			14.38			14.06			13.91
Average loans to deposits		95.35			100.69			105.15			104.76			105.76
AVERAGE BALANCES
Assets	$	444,916		$	439,688		$	425,439		$	423,767		$	421,694
Earning assets		422,487			418,737			404,629			401,966			400,356
Loans		311,789			315,168			316,149			319,421			318,325
Deposits		326,986			313,016			300,652			304,910			300,993
Shareholders’ equity		46,440			45,964			45,449			44,918			44,294
ENDING BALANCES
Assets	$	435,622		$	450,666		$	427,391		$	422,416		$	422,390
Earning assets		413,771			428,301			406,054			401,558			402,011
Loans		310,900			313,482			314,717			317,880			319,425
Deposits		326,204			329,486			302,898			300,513			304,591
Shareholders’ equity		46,171			45,822			45,580			44,678			44,392

NOTES:

(a) — Net Interest income on a fully tax-equivalent (“FTE”) basis restates interest on tax-exempt securities and loans as if such interest were subject to federal income tax at the statutory rate. Net interest income on an FTE basis is not an accounting principle generally accepted in the United States of America.

CSB BANCORP, INC.
CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			March 31,
	2010			2009
ASSETS
Cash and cash equivalents
Cash and due from banks	$	7,537,477		$	7,479,007
Interest-earning deposits in other banks		29,144,457			12,072,028
Federal funds sold		0			0
Total cash and cash equivalents		36,681,934			19,551,035
Securities
Available-for-sale, at fair-value		68,263,879			65,282,581
Restricted stock, at cost		5,463,100			5,231,800
Total securities		73,726,979			70,514,381
Loans		310,899,540			319,424,751
Less allowance for loan losses		4,356,168			3,401,888
Net loans		306,543,372			316,022,863
Goodwill and core deposit intangible		2,178,672			1,965,710
Bank owned life insurance		2,879,967			2,774,893
Premises and equipment, net		8,224,107			8,368,805
Accrued interest receivable and other assets		5,386,840			3,192,356
TOTAL ASSETS	$	435,621,871		$	422,390,043
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Noninterest-bearing	$	52,607,354		$	42,685,916
Interest-bearing		273,596,610			261,904,865
Total deposits		326,203,964			304,590,781
Short-term borrowings		29,620,614			20,416,999
Other borrowings		32,209,756			50,590,025
Accrued interest payable and other liabilities		1,416,545			2,400,564
Total liabilities		389,450,879			377,998,369
Shareholders’ equity
Common stock, $6.25 par value. Authorized 9,000,000 shares; issued 2,980,602 shares in 2010 and 2009		18,628,767			18,628,767
Additional paid-in capital		9,993,812			9,987,999
Retained earnings		21,391,250			20,127,651
Treasury stock at cost - 245,803 shares in 2010 and 2009		(5,014,541	)		(5,014,541	)
Accumulated other comprehensive income		1,171,704			661,798
Total shareholders’ equity		46,170,992			44,391,674
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	435,621,871		$	422,390,043

CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Quarter ended
	March 31,
	2010		2009
Interest and dividend income:
Loans, including fees	$	4,302,098	$	4,620,756
Taxable securities		750,405		887,867
Nontaxable securities		83,840		67,997
Other		19,122		2,724
Total interest and dividend income		5,155,465		5,579,344
Interest expense:
Deposits		876,002		1,162,395
Other		398,772		523,389
Total interest expense		1,274,774		1,685,784
Net interest income		3,880,691		3,893,560
Provision for loan losses		519,160		241,072
Net interest income after provision for loan losses		3,361,531		3,652,488
Non-interest income
Service charges on deposits accounts		269,101		293,300
Trust services		141,581		114,759
Securities gains		0		116,080
Gain on sale of loans		45,724		67,569
Other		275,029		204,447
Total non-interest income		731,435		796,155
Non-interest expenses
Salaries and employee benefits		1,604,586		1,708,364
Occupancy expense		219,706		243,345
Equipment expense		126,753		133,745
Franchise tax expense		135,050		109,790
Professional and director fees		153,835		143,762
Other expenses		800,921		789,894
Total non-interest expenses		3,040,851		3,128,900
Income before income tax		1,052,115		1,319,743
Federal income tax provision		314,800		423,800
Net income	$	737,315	$	895,943
Net income per share
Basic	$	0.27	$	0.33
Diluted	$	0.27	$	0.33

Note: Certain prior year balances have been reclassified to conform to the current year presentation.

EX-99.2

Exhibit 99.2

FINANCIAL HIGHLIGHTS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

	AT OR FOR THE THREE MONTHS
	ENDED MARCH 31
	2010		2009
Assets	$	435,622	$	422,390
Net loans	$	306,543	$	316,023
Securities	$	73,727	$	70,514
Deposits	$	326,204	$	304,591
Shareholders’ equity	$	46,171	$	44,392
Net income	$	737	$	896
Earnings per share	$	0.27	$	0.33
Book value per outstanding share	$	16.88	$	16.23

KEY RATIOS

	AT OR FOR THE THREE MONTHS
	ENDED MARCH 31
	2010			2009
Return on average assets		0.67	%		0.86	%
Return on average equity		6.44	%		8.20	%
Net interest margin (tax equivalent)		3.78	%		3.99	%
Net loans to deposits		93.97	%		103.75	%
Allowance for loan loss to total loans		1.40	%		1.07	%
Period-end tangible equity to assets		10.15	%		10.09	%
Efficiency ratio		64.83	%		67.37	%

DIRECTORS

Robert K. Baker	Jeffery A. Robb, Sr.
Ronald E. Holtman	Eddie L. Steiner
J. Thomas Lang	John R. Waltman
Daniel J. Miller	Chairman

EXECUTIVE OFFICERS

Eddie L. Steiner
President and Chief Executive Officer

Rick L. Ginther
President,
The Commercial & Savings Bank

Paul D. Greig
Chief Operations/Information Officer

Paula J. Meiler
Chief Financial Officer

STOCK PERFORMANCE & DIVIDENDS

								CASH
QUARTER		TRADE PRICE				CLOSING		DIVIDEND
ENDING		HIGH		LOW		PRICE		DECLARED
	6/30/08		18.00		15.75		15.75		0.18
	9/30/08		16.25		14.40		15.25		0.18
	12/31/08		16.00		14.00		15.00		0.18
	3/31/09		14.50		12.25		14.00		0.18
	6/30/09		17.00		13.26		16.00		0.18
	9/30/09		16.00		14.25		15.20		0.18
	12/31/09		15.50		14.57		15.25		0.18
	3/31/10		15.95		14.05		14.60		0.18

ADDITIONAL STOCK INFORMATION

STOCK LISTING
Common:
Symbol — CSBB.OB

STOCK TRANSFER
Registrar & Transfer Company
Attn: Investor Relations
10 Commerce Drive
Cranford, NJ 07016
(800) 368-5948

Copies of CSB Bancorp, Inc.
S.E.C. Filings may be obtained by writing:

Paula J. Meiler, CFO
CSB Bancorp, Inc.
91 North Clay Street
Millersburg, OH 44654
(330) 674-9015 or
(800) 654-9015

“Remember to call CSB for all your financial needs,
whether to borrow, save or invest.”

DEAR FELLOW SHAREHOLDER

We are pleased to enclose with this letter a first quarter dividend of $0.18 per share. CSB has sustained this dividend level for the past three years, while many banks have reduced or suspended the payment of dividends.

The Company remains profitable, and our capital and liquidity levels are strong. However, revenue generation has been impacted by soft loan demand in our markets, and by the prevailing environment of low interest rates on loans and investment securities. Higher provisions for potential loan losses also curtailed this quarter’s earnings.

Signs of improvement in national economic conditions are becoming apparent. Still, the overall pace of recovery may be frustratingly slow during 2010 because of very high levels of unemployment, mortgage delinquencies and home foreclosures.

The regulatory structure that oversees banking activities is under intense government scrutiny in an effort to preclude any repeat of the recent financial crisis. Additional regulations are a virtual certainty, along with increases in the cost of doing business as a bank.

The good news about this public policy review is there seems to be growing recognition in Congress and the media that community banks did not cause the economic crisis, and further, community banks are vital to keeping local economies viable and growing. We have a deep appreciation for our shareholders and customers, who share this recognition, and who actively support our community banking efforts. We strive to provide high value in return for that support.

Our business model depends to a large extent on sustainable economic activity within the markets we serve. Local economic activity provides our primary source of funding through customer deposits, and is a key determinant of loan demand and credit quality. Many households and businesses in our markets have been adversely impacted by the recession. Loan delinquencies have increased and we are doing what we can to assist struggling borrowers. We expect that it will take some time for loan demand and credit conditions to return to pre-recession levels.

Overall, we are cautiously optimistic that 2010 will transition into better economic conditions. We remain focused on excellence in customer service, safe and sound banking practices, and increasing value for our shareholders. It is through these efforts that we act responsibly as a corporate citizen, doing our part in restoring the American economy and helping to build and maintain strong communities.

On behalf of the Board of Directors,

EDDIE L. STEINER	JOHN R. WALTMAN
President and CEO	Chairman
CSB Bancorp, Inc.	CSB Bancorp, Inc.

CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

	MARCH 31
	2010			2009
ASSETS:
Cash and due from banks	$	36,682		$	19,551
Securities		73,727			70,514
Loans held for sale		670			0
Net loans		306,543			316,023
Premises & equipment, net		8,224			8,369
Other assets		9,776			7,933
TOTAL ASSETS	$	435,622		$	422,390
LIABILITIES:
Deposits	$	326,204		$	304,591
Securities sold under agreements to repurchase		29,621			20,417
Other borrowings		32,210			50,590
Other liabilities		1,416			2,400
TOTAL LIABILITIES	$	389,451		$	377,998
SHAREHOLDERS’ EQUITY:
Common stock	$	18,629		$	18,629
Additional paid-in capital		9,994			9,988
Retained earnings		21,391			20,128
Treasury stock		(5,015	)		(5,015	)
Accumulated other comprehensive income		1,172			662
TOTAL SHAREHOLDERS’ EQUITY	$	46,171		$	44,392
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	435,622		$	422,390
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
	THREE MONTHS ENDED MARCH 31
	2010			2009
INTEREST INCOME:
Interest and fees on loans	$	4,302		$	4,621
Interest on securities		835			956
Other interest income		19			3
TOTAL INTEREST INCOME		5,156			5,580
INTEREST EXPENSE:
Interest on deposits		876			1,163
Other interest expense		399			523
TOTAL INTEREST EXPENSE		1,275			1,686
Net interest income		3,881			3,894
Provision for loan losses		519			241
Net interest income after provision for loan losses		3,362			3,653
Noninterest income		731			796
Noninterest expense		3,041			3,129
Net income before federal income taxes		1,052			1,320
Federal income tax provision		315			424
NET INCOME	$	737		$	896
EARNINGS PER SHARE	$	0.27		$	0.33