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) October 25, 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 October 25, 2010, CSB Bancorp, Inc. issued a press release announcing its earnings for the three month period ended September 30, 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 September 30, 2010.

99.2 Shareholder brochure for CSB Bancorp, Inc. Quarterly Report for the quarter ended September 30, 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
	Senior Vice President and Chief Financial Officer

Date: October 25, 2010

EX-99.1

Exhibit 99.1

CSB BANCORP, INC. REPORTS EARNINGS FOR THIRD QUARTER 2010

Third Quarter and Year to Date Highlights

	Quarter Ended			Nine Months Ended
	September 30, 2010			September 30, 2010
Diluted earnings per share	$	0.32		$	0.93
Net Income	$	882,000		$	2,540,000
Return on average common equity		7.41	%		7.25	%
Return on average assets		0.78	%		0.77	%

Millersburg, Ohio — October 25, 2010 — CSB Bancorp, Inc. (OTCBB: CSBB.ob) today announced third quarter 2010 net income of $882 thousand, or $.32 per basic and diluted share, as compared to $858 thousand, or $.31 per basic and diluted share for the same period in 2009.

Annualized returns on average common equity (“ROE”) and average assets (“ROA”) for the quarter were 7.41% and 0.78%, respectively, compared with 7.49% and 0.80% for the third quarter of 2009.

“Loan demand and economic activity remain soft in our market,” commented Eddie Steiner, CSB President and CEO. “The recessionary climate and high unemployment levels continue to exert pressure on credit quality and we are reserving for future loan losses that may exceed our historical norm. Our balance sheet remains strong, and while net income is 3% ahead of last year at this time, revenue is basically flat on a year to date basis.”

Total revenue amounted to $4.8 million during the quarter, unchanged from total revenue in the third quarter of 2009. Net interest income of $4.0 million increased $96 thousand or 2.4% over the same quarter of the prior year, and $130 thousand or 3.3% on a linked quarter basis.

Other income of $780 thousand reflects a decrease of $90 thousand or 10.3% from the same quarter in the prior year. The decline was primarily reflective of reduced gains from sales of loans and lower trust income.

Non-interest expense totaled $3.2 million during the quarter, an increase of $27 thousand or 0.9% from third quarter 2009.

Federal income tax expense was $402 thousand for third quarter 2010, reflecting an effective tax rate of 31.3%, compared to 31.6% for the same quarter in 2009. 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.

Average asset balances totaled $446 million for third quarter 2010, an increase of $9 million or 2.1% on a linked quarter basis and up $21 million or 4.9% over third quarter 2009. Total loan balances averaged $315 million during the quarter, up $4 million for the quarter, while $0.8 million or 0.3% below year ago levels. Average commercial loan balances, including commercial real estate, increased $4 million or 2.2% for the quarter, while average balances for residential mortgage and home equity loans declined $0.6 million or 0.5% during the quarter, and installment and other consumer average loan balances decreased $28 thousand, or 0.4%. The Company continues to experience a fair amount of consumer refinancing from existing in-house mortgages to the secondary mortgage market given prevailing low secondary market rates.

As of September 30, 2010, nonperforming assets totaled $5.4 million or 1.71% of period-end loans plus other real estate, compared with $3.7 million or 1.44% at September 30, 2009. Net charge-offs during the quarter amounted to $440 thousand. Year to date net charge-offs total $649 thousand, which equates to an annualized rate of 0.28% of average total loans, as compared to an annualized rate of 0.26% after nine months in the previous year.

The Company’s allowance for loan losses at September 30, 2010 was 1.39% of period end loans and the Company funded $238 thousand in loan loss provision during the quarter. The ratio of allowance for loan losses to nonperforming loans stood at 84% at quarter-end. Steiner remarked, “While charge-off activity year to date is running at about the same pace as last year, nonperforming loan balances remain somewhat elevated above prior year levels.”

Average deposit balances increased $9 million, or 2.7% during the quarter to $336 million. Within the deposit category, average balances for non interest-bearing accounts increased $6 million or 10.6%, while interest bearing checking, money market and savings average balances increased $543 thousand or 0.4% during the quarter and average time deposit balances increased $2.6 million, or 1.7%.

Short-term and other borrowings amounted to $61 million on September 30, a decrease of $1.9 million or 2.9% from June 30.

Shareholders’ equity totaled $47.2 million on September 30, 2010 with 2.7 million common shares outstanding and a tangible equity to assets ratio of 10.03% at quarter-end. The Company declared a common dividend of $.18 per share during the quarter.

About CSB Bancorp, Inc.

CSB is a financial holding company headquartered in Millersburg, Ohio, with approximate assets of $452 million as of September 30, 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															YTD
	2010			2010			2010			2009			2009			2010			2009
EARNINGS	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			9 months			9 months
Net interest income FTE (a)	$	4,016		$	3,886		$	3,935		$	4,231		$	3,920		$	11,837		$	11,744
Provision for loan losses		238			239			519			409			293			996			928
Other income		780			889			731			769			870			2,400			2,446
Other expenses		3,215			3,150			3,041			3,191			3,188			9,406			9,527
FTE adjustment (a)		59			53			54			56			56			166			154
Net income		882			921			737			931			858			2,540			2,460
Diluted EPS		0.32			0.34			0.27			0.34			0.31			0.93			0.90
PERFORMANCE RATIOS
Return on average assets (ROA)		0.78	%		0.85	%		0.67	%		0.84	%		0.80	%		0.77	%		0.78	%
Return on average common equity (ROE)		7.41	%		7.90	%		6.44	%		8.04	%		7.49	%		7.25	%		7.33	%
Net interest margin FTE (a)		3.76	%		3.76	%		3.78	%		4.01	%		3.84	%		3.77	%		3.90	%
Efficiency ratio		66.72	%		67.74	%		64.83	%		63.51	%		66.10	%		66.43	%		67.53	%
Number of full-time equivalent employees		144			144			140			144			146
MARKET DATA
Book value/common share	$	17.26		$	17.10		$	16.88		$	16.76		$	16.67
Period-end common share mkt value		15.95			15.75			14.60			15.25			15.20
Market as a % of book		92.41	%		92.11	%		86.49	%		90.99	%		91.18	%
PE ratio		12.56			12.50			12.37			12.30			12.77
Cash dividends/common share	$	0.18		$	0.18		$	0.18		$	0.18		$	0.18		$	0.54		$	0.54
Common stock dividend payout ratio		56.25	%		52.94	%		66.67	%		52.94	%		58.06	%
Average basic common shares		2,734,799			2,734,799			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			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			0			0
Common stock market capitalization	$	43,620		$	43,073		$	39,928		$	41,706		$	41,569
ASSET QUALITY
Gross charge-offs	$	459		$	20		$	289		$	82		$	82		$	768		$	803
Net charge-offs (recoveries)		440			(14	)		223			46			(6	)		649			625
Allowance for loan losses		4,407			4,608			4,356			4,060			3,697
Nonperforming assets (NPAs)		5,410			6,335			6,492			4,303			4,545
Net charge-off/average loans ratio		0.55	%		(0.02)	%		0.29	%		0.06	%		(0.01)	%		0.28	%		0.26	%
Allowance for loan losses/period-end loans		1.39			1.48			1.40			1.29			1.17
NPAs/loans and other real estate		1.71			2.03			2.09			1.37			1.44
Allowance for loan losses/nonperforming loans		83.99			75.69			70.02			98.04			82.05
CAPITAL & LIQUIDITY
Period-end tangible equity to assets		10.03	%		10.16	%		10.15	%		9.73	%		10.26	%
Average equity to assets		10.58			10.70			10.44			10.45			10.68
Average equity to loans		14.97			14.99			14.89			14.54			14.38
Average loans to deposits		93.83			95.24			95.35			100.69			105.15
AVERAGE BALANCES
Assets	$	446,099		$	436,782		$	444,916		$	439,688		$	425,439		$	442,590		$	423,601
Earning assets		423,591			414,137			422,487			418,737			404,629			420,076			402,465
Loans		315,355			311,647			311,789			315,168			316,149			312,943			317,957
Deposits		336,089			327,215			326,986			313,016			300,652			330,061			302,183
Shareholders’ equity		47,213			46,724			46,440			45,964			45,449			46,837			44,862
ENDING BALANCES
Assets	$	451,586		$	441,242		$	435,622		$	450,666		$	427,391
Earning assets		428,895			419,855			413,771			428,301			406,054
Loans		316,909			311,857			310,900			313,482			314,717
Deposits		341,296			329,817			326,204			329,486			302,898
Shareholders’ equity		47,211			46,776			46,171			45,822			45,580

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)

	September 30,			September 30,
	2010			2009
ASSETS
Cash and cash equivalents
Cash and due from banks	$	10,017,003		$	8,681,607
Interest-earning deposits in other banks		33,267,298			13,258,887
Federal funds sold		328,000			0
Total cash and cash equivalents		43,612,301			21,940,494
Securities
Available-for-sale, at fair-value		72,501,236			72,614,370
Restricted stock, at cost		5,463,100			5,463,100
Total securities		77,964,336			78,077,470
Loans held for sale		426,900			100,000
Loans		316,908,759			314,717,245
Less allowance for loan losses		4,407,101			3,696,698
Net loans		312,501,658			311,020,547
Goodwill and core deposit intangible		2,147,172			1,908,399
Bank owned life insurance		2,933,453			2,827,263
Premises and equipment, net		8,006,587			8,541,328
Accrued interest receivable and other assets		3,993,240			2,975,062
TOTAL ASSETS	$	451,585,647		$	427,390,563
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Noninterest-bearing	$	63,988,306		$	46,366,578
Interest-bearing		277,307,388			256,531,562
Total deposits		341,295,694			302,898,140
Short-term borrowings		29,534,082			27,056,769
Other borrowings		31,656,959			49,857,842
Accrued interest payable and other liabilities		1,887,775			1,997,905
Total liabilities		404,374,510			381,810,656
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			9,992,329
Retained earnings		22,209,707			20,707,496
Treasury stock at cost — 245,803 shares in 2010 and 2009		(5,014,541	)		(5,014,541	)
Accumulated other comprehensive income		1,393,392			1,265,856
Total shareholders’ equity		47,211,137			45,579,907
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	451,585,647		$	427,390,563

CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Quarter ended					Nine months ended
	September 30,					September 30,
	2010		2009			2010		2009
Interest and dividend income:
Loans, including fees	$	4,383,865	$	4,565,910		$	12,971,389	$	13,768,953
Taxable securities		665,217		776,163			2,063,440		2,461,570
Nontaxable securities		91,643		84,281			257,672		232,203
Other		18,538		7,978			52,040		16,835
Total interest and dividend income		5,159,263		5,434,332			15,344,541		16,479,561
Interest expense:
Deposits		889,351		1,055,241			2,641,606		3,353,042
Other		312,564		514,514			1,031,633		1,536,315
Total interest expense		1,201,915		1,569,755			3,673,239		4,889,357
Net interest income		3,957,348		3,864,577			11,671,302		11,590,204
Provision for loan losses		238,740		292,952			996,640		928,092
Net interest income after provision for loan losses		3,718,608		3,571,625			10,674,662		10,662,112
Non-interest income
Service charges on deposits accounts		295,148		313,269			850,612		930,779
Trust services		135,414		172,554			401,265		406,930
Securities gains (losses)		0		(33,613	)		147,763		81,890
Gain on sale of loans		62,489		172,466			153,251		356,925
Other		287,186		245,435			847,568		669,841
Total non-interest income		780,237		870,111			2,400,459		2,446,365
Non-interest expenses
Salaries and employee benefits		1,751,102		1,747,309			5,099,625		5,151,886
Occupancy expense		196,842		265,563			608,974		739,725
Equipment expense		124,212		131,478			375,203		403,175
Franchise tax expense		135,000		135,000			405,050		371,370
Professional and director fees		133,788		157,137			457,492		485,453
FDIC deposit insurance		108,625		105,100			416,965		496,300
Amortization of intangible assets		15,750		16,227			47,250		48,772
Other expenses		749,786		629,899			1,995,762		1,830,180
Total non-interest expenses		3,215,105		3,187,713			9,406,321		9,526,861
Income before income tax		1,283,740		1,254,023			3,668,800		3,581,616
Federal income tax provision		401,500		395,700			1,128,500		1,121,300
Net income	$	882,240	$	858,323		$	2,540,300	$	2,460,316
Net income per share
Basic	$	0.32	$	0.31		$	0.93	$	0.90
Diluted	$	0.32	$	0.31		$	0.93	$	0.90

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 NINE MONTHS
	ENDED SEPTEMBER 30
	2010		2009
Assets	$	451,586	$	427,391
Net loans	$	312,502	$	311,021
Securities	$	77,964	$	78,077
Deposits	$	341,296	$	302,898
Shareholders’ equity	$	47,211	$	45,580
Net income	$	2,540	$	2,460
Earnings per share	$	0.93	$	0.90
Book value per outstanding share	$	17.26	$	16.67

KEY RATIOS

	AT OR FOR THE NINE MONTHS
	ENDED SEPTEMBER 30
	2010			2009
Return on average assets		0.77	%		0.78	%
Return on average equity		7.25	%		7.33	%
Net interest margin (tax equivalent)		3.77	%		3.90	%
Net loans to deposits		91.56	%		102.71	%
Allowance for loan loss to total loans		1.39	%		1.17	%
Period-end tangible equity to assets		10.03	%		10.26	%
Efficiency ratio		66.43	%		67.53	%

STOCK PERFORMANCE & DIVIDENDS

							CASH
QUARTER	TRADE PRICE				CLOSING		DIVIDEND
ENDING	HIGH		LOW		PRICE		DECLARED
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
6/30/10		17.00		14.60		15.75		0.18
9/30/10		17.00		15.00		15.95		0.18

DIRECTORS

Robert K. Baker

Ronald E. Holtman

J. Thomas Lang

Daniel J. Miller

Jeffery A. Robb, Sr.

Eddie L. Steiner

John R. Waltman
Chairman

EXECUTIVE OFFICERS

Eddie L. Steiner
President and Chief Executive Officer

Rick L. Ginther
President,
The Commercial & Savings Bank

Paula J. Meiler
Chief Financial Officer

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

On behalf of the Board of Directors, we are pleased to enclose a third quarter dividend of $0.18 per share, equaling the quarterly dividend amount of the past three and one half years.

Third quarter results reflect a general continuation of trends from recent quarters. Net income through nine months is 3.3% above year-ago levels. However, total revenue is basically flat because of soft loan demand and the continuing low interest rate environment. Our gain in net income is primarily the result of lower costs for FDIC insurance and other operating expenses.

The Company continues to maintain a higher than normal allowance for loan losses, based on our assessment of loan delinquencies and nonperforming assets. Year-to-date net charge-offs reflect an annualized loss rate of 0.28%, which is about the same as last year. Nonperforming asset balances are approximately $1 million higher than year-ago levels. We expect that it will take some time before overall credit quality conditions improve.

Local and national economies are struggling to sustain a very modest rate of growth. Jobs, or more accurately the lack thereof, continue to be a primary impediment to recovery. While Holmes County reported unemployment rates below 8% for the past four months, all other surrounding counties averaged 9.5% —12.5% unemployment during that same period of time.

Uncertainty about the outlook for employment, interest rates and pending tax changes has created somewhat of a bunker mentality. Businesses and consumers are reluctant to borrow money, and instead are paying down debt. Investors continue to seek safety in bank deposits and treasury bills, and American households are currently saving almost 6% of their disposable income.

There is much debate about what is needed to turn the overall economy around, and many analysts are anticipating that the government will provide additional economic stimulus. While many believe further stimulus is needed to provide relief and jumpstart the economy, others maintain such an approach could simply prolong the economic malaise. Regardless of the path taken, it appears the economic recovery will continue to exhibit a rather slow pace well into 2011.

We remain committed to meeting the financial needs of the communities we serve and providing a fair return to our investors. While we do not anticipate rapid improvement in the economy, CSB’s strong capital, liquidity, and earnings stream provide the foundation to meet the needs of today and to capitalize on the growth opportunities of tomorrow.

Sincerely,

EDDIE STEINER
President and CEO
CSB Bancorp, Inc.

JOHN WALTMAN
Chairman
CSB Bancorp, Inc.

CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)

	SEPTEMBER 30
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)	2010			2009
ASSETS:
Cash and due from banks	$	43,284		$	21,941
Federal funds sold		328			0
Securities		77,964			78,077
Loans held for sale		427			100
Net loans		312,502			311,021
Premises & equipment, net		8,007			8,541
Other assets		9,074			7,711
TOTAL ASSETS	$	451,586		$	427,391
LIABILITIES:
Deposits	$	341,296		$	302,898
Securities sold under agreements to repurchase		29,534			27,057
Other borrowings		31,657			49,858
Other liabilities		1,888			1,998
TOTAL LIABILITIES	$	404,375		$	381,811
SHAREHOLDERS’ EQUITY:
Common stock	$	18,629		$	18,629
Additional paid-in capital		9,994			9,992
Retained earnings		22,210			20,708
Treasury stock		(5,015	)		(5,015	)
Accumulated other comprehensive income (loss)		1,393			1,266
TOTAL SHAREHOLDERS’ EQUITY	$	47,211		$	45,580
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	451,586		$	427,391

CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

	THREE MONTHS ENDED				NINE MONTHS ENDED
	SEPTEMBER 30				SEPTEMBER 30
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)	2010		2009		2010		2009
INTEREST INCOME:
Interest and fees on loans	$	4,384	$	4,566	$	12,971	$	13,769
Interest on securities		757		860		2,321		2,693
Other interest income		18		8		52		17
TOTAL INTEREST INCOME		5,159		5,434		15,344		16,479
INTEREST EXPENSE:
Interest on deposits		889		1,056		2,641		3,353
Other interest expense		313		514		1,032		1,536
TOTAL INTEREST EXPENSE		1,202		1,570		3,673		4,889
Net interest income		3,957		3,864		11,671		11,590
Provision for loan losses		238		293		996		928
Net interest income after provision for loan losses		3,719		3,571		10,675		10,662
Noninterest income		780		870		2,400		2,446
Noninterest expense		3,215		3,188		9,406		9,527
Net income before federal income taxes		1,284		1,253		3,669		3,581
Federal income tax provision		402		395		1,129		1,121
NET INCOME	$	882	$	858	$	2,540	$	2,460
EARNINGS PER SHARE	$	0.32	$	0.31	$	0.93	$	0.90