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 19, 2007

CSB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Ohio	0-21714	34-1687530
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 19, 2007 CSB Bancorp, Inc. issued a press release announcing its earnings for the three month period ended March 31, 2007. 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, 2007.

99.2 Shareholder brochure for CSB Bancorp, Inc. Quarterly Report for the quarter ended March 31, 2007.

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
Date: April 19, 2007		Paula J. Meiler Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CSB BANCORP, INC. REPORTS INCREASE IN 2007 FIRST QUARTER EARNINGS

First Quarter Highlights

• Net Income of $815,000

• Diluted earnings per share of $0.33

• Return on average common equity of 9.37%

• Return on average assets of 1.02%

Millersburg, Ohio — April 19, 2007 — CSB Bancorp, Inc. (OTCBB: CSBB.ob) today announced first quarter net income of $815 thousand, or $.33 per basic and diluted share, as compared to $774 thousand, or $.30 per basic and diluted share for the same period in 2006.

Annualized returns on average common equity and average assets for the quarter were 9.37% and 1.02%, respectively, compared with 8.89% and .99% for the first quarter of 2006.

“We continue to focus on cost control and enhancing the customer experience,” commented Eddie Steiner, President and CEO. “Operating efficiencies are noticeably improved from year ago levels and generating increased profit. We opened a new banking center during the quarter to better serve customers in the Orrville area and also expanded availability of electronic remote deposit services for businesses and other organizations.”

Mr. Steiner continued, “Our capital position remains very strong, and core earnings have been increasing with no significant credit quality issues. As a result of this performance, we increased the first quarter cash dividend to $.18 per share, up $.02 from the first quarter dividend declared in 2006.”

Revenue, defined as net interest income on a fully tax-equivalent basis plus non-interest income net of securities transactions, totaled $3.9 million for the first quarter of 2007, an increase of $37,000, or .9% over the same quarter in the prior year.

The Company’s net interest margin held steady for the quarter at 4.40%, the ninth consecutive quarter above 4%. Mr. Steiner noted, “The interest rate environment, with its flat-to-inverted yield curve, continues to exert pressure on margins, and we expect modestly lower net interest margins in the coming quarter. Our goal is to offset the

expected margin contraction with continued loan growth as well as ongoing emphasis on non-interest income and control of operating expenses.”

Non-interest income during first quarter 2007 totaled $646 thousand, an increase of $75 thousand, or 13.3% over the same quarter in the prior year. Trust services income increased $77 thousand, while service charges related to deposit products declined by $40 thousand.

Non-interest expense totaled $2.6 million during the quarter, a reduction of $88 thousand, or 3.2%, from the same quarter in 2006. Salary and benefit expense declined $84 thousand versus the prior year quarter.

The Company’s efficiency ratio was 66.5% during first quarter 2007, comparing favorably to the prior year’s same quarter ratio of 69.1%. Commenting on the Company’s operating initiatives, Mr. Steiner noted, “We recognize that costs associated with startup of the Orrville Area banking center will likely limit efficiency gains for several quarters, but we remain committed to continued efficiency improvements.”

Federal income tax expense was $389 thousand for the quarter ended March 31, compared to $351 thousand for the same quarter in 2006. The higher tax expense was partially due to increased income, and partially attributable to an increase in effective tax rate from 31.2% to 32.3% on a same quarter basis. The increase in effective tax rate was primarily the result of bond maturities within the Company’s tax-free investment portfolio.

Total assets averaged $323 million during the quarter, an increase of $2.9 million, or .9% over the immediate prior quarter and $6.5 million, or 2.1%, above average asset balances for the same quarter in the prior year. Average loan balances of $233 million for the current quarter reflect an increase of $3.4 million, or 1.5%, above the immediate prior quarter average, and an increase of $16.8 million, or 7.6%, above first quarter 2006. Average securities balances declined $1.0 million, or 1.4% during the quarter and were $9.6 million lower than the average securities balances of the first quarter of 2006, as the Company has funded a portion of its loan growth over the past year with proceeds from maturing securities.

Average commercial loan balances increased $3.4 million, or 2.6% during the quarter, with average residential and home equity balances growing $1.0 million or 1.1%, and average consumer installment loan and credit card balances declining by $900 thousand, or 8.1%.

Nonperforming assets totaled $1.58 million at March 31, 2007, or .67% of period-end loans plus other real estate, compared with $1.51 million, or .65%, at December 31, 2006. Net charge-offs for the quarter totaled $30 thousand, or an annualized rate of .05% of average total loans.

The Company’s allowance for loan losses at March 31, 2007 was 1.13% of period end loans and the Company funded $78 thousand in loan loss provision during the first quarter. The ratio of allowance for loan losses to nonperforming loans remained unchanged from the prior quarter at 173%.

Average deposit balances increased $1.5 million to $253 million, up .6% from the prior quarter. Interest-bearing checking, money market and savings account average balances increased a combined $1.0 million, or 1.2% for the quarter, with average time deposits and non-interest bearing demand balances up $160 thousand and $100 thousand, respectively.

Shareholders’ equity totaled $34.9 million at March 31, 2007, with 2.46 million common shares outstanding at quarter-end. Tangible equity to assets totaled 10.8% at March 31, 2007.

About CSB Bancorp, Inc.

CSB is a $320 million financial holding company headquartered in Millersburg, Ohio. CSB provides a complete range of banking, trust and other financial services to consumers and businesses through its wholly owned subsidiary, The Commercial and Savings Bank, with ten banking centers in Holmes, Tuscarawas and Wayne counties, and can be found on the web at csb1.com.

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
	2007			2006			2006			2006			2006			2006			2005
EARNINGS	1st Qtr			4th Qtr			3rd Qtr			2nd Qtr			1st Qtr			12 months			12 months
Net interest income FTE (a)	$	3,294		$	3,354		$	3,346		$	3,327		$	3,350		$	13,377		$	12,880
Provision for loan losses		78			80			75			115			32			302			283
Other income		646			614			676			732			571			2,592			2,581
Other expenses		2,619			2,596			2,704			2,908			2,708			10,915			10,803
FTE adjustment (a)		39			48			52			55			56			210			334
Net income		815			846			813			677			774			3,110			2,873
Diluted EPS		0.33			0.34			0.32			0.27			0.30			1.23			1.09
PERFORMANCE RATIOS
Return on average assets (ROA)		1.02	%		1.05	%		1.01	%		0.85	%		0.99	%		0.97	%		0.91	%
Return on average common equity (ROE)		9.37	%		9.65	%		9.42	%		7.83	%		8.89	%		8.95	%		7.92	%
Net interest margin FTE (a)		4.40	%		4.40	%		4.40	%		4.42	%		4.57	%		4.45	%		4.35	%
Efficiency ratio		66.47	%		65.42	%		67.23	%		71.64	%		69.06	%		68.35	%		69.87	%
Number of full-time equivalent employees		124			126			127			130			122
MARKET DATA
Book value/common share	$	14.18		$	14.03		$	13.82		$	13.41		$	13.63
Period-end common share mkt value		17.57			19.00			19.00			20.40			20.90
Market as a % of book		123.94	%		135.52	%		137.48	%		152.13	%		153.34	%
PE ratio		13.31			13.97			14.84			18.89			17.42			15.45			19.27
Cash dividends/common share	$	0.18		$	0.16		$	0.16		$	0.16		$	0.16		$	0.64		$	0.56
Common stock dividend payout ratio		54.55	%		47.06	%		50.00	%		59.26	%		53.33	%
Average basic common shares		2,487,087			2,499,356			2,505,785			2,531,456			2,572,089			2,526,914			2,638,697
Average diluted common shares		2,487,087			2,503,056			2,507,934			2,535,021			2,576,094			2,532,592			2,642,301
Period end common shares outstanding		2,462,931			2,499,181			2,499,476			2,519,734			2,567,405
Common shares repurchased		36,290			295			20,258			47,672			11,094			79,318			66,469
Common stock market capitalization	$	43,274		$	47,484		$	47,490		$	51,403		$	53,659
ASSET QUALITY
Gross charge-offs	$	47		$	107		$	23		$	145		$	35		$	310		$	576
Net charge-offs		30			10			5			118			7			140			412
Allowance for loan losses		2,655			2,607			2,537			2,467			2,471
Nonperforming assets (NPAs)		1,585			1,509			1,471			846			1,070
Net charge-off/average loans ratio		0.05	%		0.02	%		0.01	%		0.21	%		0.01	%		0.06	%		0.19	%
Allowance for loan losses/period-end loans		1.13			1.12			1.10			1.08			1.12
NPAs/loans and other real estate		0.67			0.65			0.64			0.37			0.48
Allowance for loan losses/nonperforming loans		172.89			172.81			177.26			291.47			368.80
CAPITAL & LIQUIDITY
Period-end tangible equity to assets		10.83	%		10.72	%		10.79	%		10.53	%		10.98	%
Average equity to assets		10.91			10.86			10.70			10.79			11.15
Average equity to loans		15.11			15.13			14.97			15.35			16.30
Average loans to deposits		92.12			91.32			93.01			92.57			87.36
AVERAGE BALANCES
Assets	$	323,327		$	320,407		$	320,477		$	321,299		$	316,806		$	319,749		$	316,612
Earning assets		303,899			302,226			301,395			301,956			297,178			300,707			296,405
Loans		233,434			230,004			229,042			225,939			216,609			225,445			220,655
Deposits		253,398			251,875			246,258			244,082			247,944			247,543			249,007
Shareholders’ equity		35,269			34,789			34,298			34,673			35,311			34,766			36,290
ENDING BALANCES
Assets	$	322,358		$	327,240		$	320,227		$	320,899		$	318,777
Earning assets		305,129			307,682			302,362			300,751			300,254
Loans		235,818			232,432			229,832			228,111			221,365
Deposits		253,531			260,178			249,605			242,823			247,044
Shareholders’ equity		34,915			35,070			34,553			33,799			34,992

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,
	2007			2006
ASSETS
Cash and cash equivalents
Cash and due from banks	$	10,198,513		$	10,267,739
Interest-earning deposits in other banks		26,170			47,167
Federal funds sold		0			0
Total cash and cash equivalents		10,224,683			10,314,906
Securities
Available-for-sale, at fair-value		66,134,517			75,856,687
Restricted stock, at cost		3,150,400			2,984,900
Total securities		69,284,917			78,841,587
Loans		235,817,903			221,123,243
Less allowance for loan losses		2,654,708			2,470,768
Net loans		233,163,195			218,652,475
Loans held for sale		0			242,212
Premises and equipment, net		7,439,311			7,587,163
Accrued interest receivable and other assets		2,246,015			3,138,328
TOTAL ASSETS	$	322,358,121		$	318,776,671
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Nontinterest-bearing	$	40,572,661		$	36,938,182
Interest-bearing		212,958,600			210,106,032
Total deposits		253,531,261			247,044,214
Short-term borrowings		24,687,770			15,307,224
Other borrowings		7,325,288			19,852,923
Accrued interest payable and other liabilities		1,898,576			1,580,626
Total liabilities		287,442,895			283,784,987
Shareholders’ equity
Common stock, $6.25 par value. Authorized 9,000,000 shares; issued 2,667,786 shares		16,673,667			16,673,667
Additional paid-in capital		6,439,015			6,416,440
Retained earnings		16,619,212			15,115,371
Treasury stock at cost - 204,855 shares in 2007 and 100,381 shares in 2006		(4,348,094	)		( 2,322,410	)
Accumulated other comprehensive loss		(468,574	)		( 891,384	)
Total shareholders’ equity		34,915,226			34,991,684
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	322,358,121		$	318,776,671

CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Quarter ended				Twelve months
	March 31,				December 31,
	2007		2006		2006			2005
Interest and dividend income:
Loans, including fees	$	4,314,520	$	3,822,504	$	16,643,728		$	14,343,888
Taxable securities		750,057		777,800		3,006,055			2,243,081
Nontaxable securities		68,511		101,823		382,479			624,911
Other		13,194		6,592		12,490			145,395
Total interest and dividend income		5,146,282		4,708,719		20,044,752			17,357,275
Interest expense:
Deposits		1,553,362		1,166,920		5,418,616			4,128,130
Other		337,628		247,525		1,458,675			683,566
Total interest expense		1,890,990		1,414,445		6,877,291			4,811,696
Net interest income		3,255,292		3,294,274		13,167,461			12,545,579
Provision for loan losses		78,005		32,000		301,667			282,664
Net interest income after provision for loan losses		3,177,287		3,262,274		12,865,794			12,262,915
Non-interest income
Service charges on deposits accounts		275,471		315,086		1,278,842			1,037,377
Trust services		169,638		92,242		540,299			484,468
Securities gains (losses)		0		0		(56,800	)		247,047
Other		200,992		163,115		829,585			811,597
Total non-interest income		646,101		570,443		2,591,926			2,580,489
Non-interest expenses
Salaries and employee benefits		1,407,180		1,491,005		5,885,857			5,671,149
Occupancy expense		184,553		171,213		685,728			677,067
Equipment expense		115,918		136,136		498,517			524,112
Franchise tax expense		101,338		109,200		430,050			427,435
Professional and director fees		141,382		174,021		658,843			677,252
Other expenses		669,505		626,236		2,755,620			2,825,750
Total non-interest expenses		2,619,876		2,707,811		10,914,615			10,802,765
Income before income tax		1,203,512		1,124,906		4,543,105			4,040,639
Federal income tax provision		389,000		351,000		1,433,000			1,168,000
Net income	$	814,512	$	773,906	$	3,110,105		$	2,872,639
Net income per share
Basic	$	0.33	$	0.30	$	1.23		$	1.09
Diluted	$	0.33	$	0.30	$	1.23		$	1.09

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

EX-99.2

Exhibit 99.2

FINANCIAL HIGHLIGHTS STOCK PERFORMANCE & DIVIDENDS MARCH 31, 2007 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) CASH AT OR FOR THE THREE MONTHS TRADE PRICE QUARTER CLOSING DIVIDEND ENDED MARCH 31 ENDING HIGH LOW PRICE DECLARED 2007 2006 Q U A R T E R LY R E P O R T Assets $322,358 $318,777 6/30/05 21.15 20.05 20.50 0.14 Net loans $233,163 $218,895 9/30/05 22.55 20.35 22.35 0.14 Securities $69,285 $78,842 12/31/05 25.00 21.00 21.00 0.14 Deposits $253,531 $247,044 3/31/06 21.25 20.50 20.90 0.16 Shareholders’ equity $34,915 $34,992 6/30/06 20.87 20.00 20.40 0.16 Net income $815 $774 9/30/06 20.75 18.70 19.00 0.16 Earnings per share $0.33 $0.30 12/31/06 20.25 18.00 19.00 0.16 Book value per outstanding share $14.18 $13.63 3/31/07 19.05 17.50 17.57 0.18 HIGH COMMON STOCK PERFORMANCE LOW CLOSING PRICE KEY RATIOS 26 25 AT OR FOR THE THREE MONTHS ENDED MARCH 31 24 2007 2006 23 Return on average assets 1.02% 0.99% 22 Return on average equity 9.37% 8.89% 21 Net interest margin (tax equivalent) 4.40% 4.57% 20 Net loans to deposits 91.97% 88.61% Allowance for loan loss to total loans 1.13% 1.12% DOLLARS PER SHARE 19 Shareholders’ equity to total assets 10.83% 10.98% 18 Efficiency ratio 66.47% 69.06% 17 16 - ⁰⁵ - ⁰⁵ - ⁰⁵ - ⁰⁶ - ⁰⁶ - ⁰⁶ - ⁰⁶ - ⁰⁷ JUN SEP DEC MAR JUN SEP DEC MAR DIRECTORS QUARTER ENDING Robert K. Baker Jeffery A. Robb, Sr. Chairman ADDITIONAL STOCK INFORMATION Samuel M. Steimel Ronald E. Holtman Eddie L. Steiner STOCK LISTING J. Thomas Lang Common: John R. Waltman Daniel J. Miller Symbol — CSBB.OB STOCK TRANSFER Registrar & Transfer Company Attn: Investor Relations EXECUTIVE OFFICERS 10 Commerce Drive Cranford, NJ 07016 (800) 368-5948 Eddie L. Steiner President and Chief Executive Officer Copies of CSB Bancorp, Inc. Rick L. Ginther S.E.C. Filings may be obtained by writing: President and Chief Executive Officer, The Commercial & Savings Bank Paula J. Meiler, CFO CSB Bancorp, Inc. Paul D. Greig 91 North Clay Street Chief Operations/Information Officer Millersburg, OH 44654 Paula J. Meiler (330) 674-9015 or Chief Financial Officer (800) 654-9015

TO OUR SHAREHOLDERS CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED) (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) MARCH 31 We are pleased to provide an increased dividend with this letter and summary of financial results. The $.18 per share first quarter 2007 2006 ASSETS: dividend represents an increase of 12.5%, or $.02 per share, over Cash and due from banks $10,225 $10,315 last year’s first quarter dividend. Securities 69,285 78,842 Net loans 233,163 218,895 First quarter unaudited net income totaled $815 thousand, 5% above the results of last year’s first quarter. Earnings per share increased by Premises & equipment, net 7,439 7,587 10% to $.33 for the three months ended March 31, 2007. Other assets 2,246 3,138 Net interest margin remained a very respectable 4.40% for the TOTAL ASSETS $322,358 $318,777 quarter, non-interest income increased 13% compared to first LIABILITIES: quarter 2006, and importantly, our efficiency ratio of 66.5% was noticeably improved from the first quarter in 2006, providing a Deposits $253,531 $247,044 favorable reflection of our cost control efforts. Securities sold under agreements to repurchase 21,588 15,307 Federal funds purchased 3,100 17,000 On March 8, we opened a new CSB location in the Orrville area and Other borrowings 7,325 2,853 have been pleased with customer response to date. The Orrville Area Other liabilities 1,899 1,581 Banking Center provides a full range of banking services and is located in the R.E. Miller Insurance building on State Route 57, just TOTAL LIABILITIES $287,443 $283,785 north of U.S. Route 30. We believe opening this new branch location is a prudent investment of our talent and capital, and expect the SHAREHOLDERS’ EQUITY: greater Orrville area to be a growth market for our Company. Common stock $16,674 $16,674 Additional paid-in capital 6,439 6,416 Also during the quarter, we expanded the availability of remote Retained earnings 16,619 15,115 deposit capture services for business clients. A number of our Treasury stock (4,348) (2,322) business customers now transmit check deposits electronically Accumulated other comprehensive loss (469) (891) without leaving their place of business. This service provides increased convenience for our business customers, and facilitates our TOTAL SHAREHOLDERS’ EQUITY $34,915 $34,992 growth in markets where we do not presently offer the convenience of a local banking center. TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $322,358 $318,777 In the past few weeks, remodeling work began on our South Clay Street Banking Center in Millersburg. South Clay is a high transaction center, and the upgraded facility will provide an improved service CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) environment for our customers. Subsequent to completing the (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) THREE MONTHS ENDED MARCH 31 month-long project, we plan to consolidate the 6 West Jackson Street 2007 2006 office into the renovated South Clay facility. We are currently INTEREST INCOME: exploring alternative uses for the West Jackson building with local Interest and fees on loans $4,314 $3,823 civic and community leaders. Interest on securities 819 880 Other interest income 13 6 The overall economy in our market area appears to be maintaining a fairly steady pace. Commercial loan demand may be a bit ahead of TOTAL INTEREST INCOME 5,146 4,709 last year, while new housing commitments appear to be modestly behind year ago levels. Competition remains a significant challenge to INTEREST EXPENSE: growing loans and deposits, but we are pleased that average loan Interest on deposits 1,553 1,167 balances in the first quarter were up 7.8% from year ago levels and Other interest expense 338 248 average deposit balances increased 2.2% from a year ago. TOTAL INTEREST EXPENSE 1,891 1,415 The directors, officers and employees of CSB remain committed to Net interest income 3,255 3,294 increasing financial returns for you, ou r shareholder. We thank you for Provision for loan losses 78 32 your support and hope to see you at the Annual Shareholders’ Meeting at Carlisle Inn in Walnut Creek, Ohio on April 25, 2007 at 7 p.m. Net interest income after provision for loan losses 3,177 3,262 Sincerely, Noninterest income 646 571 Noninterest expense 2,619 2,708 ROBERT K. BAKER            EDDIE L. STEINER Chairman            President and CEO Net income before federal income taxes 1,204 1,125 CSB Bancorp, Inc. CSB Bancorp, Inc. Federal income tax provision 389 351 NET INCOME $815 $774 EARNINGS PER SHARE $0.33 $0.30