8-K

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 21, 2009

CNB FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Pennsylvania	000-13396	25-1450605
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices)

Registrant’s telephone number, including area code: (814) 765-9621

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

¨ 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

CNB Financial Corporation (NASDAQ: CCNE), the parent company of CNB Bank, today announced increases in net income and earnings per share for the first quarter of 2009.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit 99    News Release announcing first quarter earnings

SIGNATURE

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, thereunto duly authorized.

	CNB Financial Corporation
Date: April 22, 2009	By:	/s/    Charles R. Guarino
		Charles R. Guarino
		Treasurer

Exhibit Index

Number	Description
Exhibit 99	News Release announcing first quarter earnings.

EX-99

Exhibit 99

News Release

Contact:	Charles R. Guarino
	Treasurer
	(814)765-9621
	FOR IMMEDIATE RELEASE

CNB FINANCIAL CORPORATION REPORTS FIRST QUARTER EARNINGS FOR 2009

Clearfield, Pennsylvania – April 21, 2009

CNB Financial Corporation (NASDAQ: CCNE), the parent company of CNB Bank, today announced increases in net income and earnings per share for the first quarter of 2009. Highlights for the quarter include:

• Net income of $2.2 million or $0.26 per share, an 11.2% increase over the first quarter of 2008.

• Returns on average equity and assets of 14.19% and 0.89%, respectively.

• Net interest income of $9.2 million with a net interest margin of 3.98%.

• Total loans of $671.5 million, an increase of $60.7 million or 9.9% over March 2008.

• Deposits of $824.7 million, an increase of 19.4% compared to March 2008 levels.

• Increased reserve levels and continued solid credit quality with stable non-performing assets.

• First quarter dividend declaration of $0.165 per share.

William F. Falger, President and CEO, commented “We are pleased with our performance in the quarter as we continue to experience solid revenue growth while maintaining our operating expenses at a stable level. This growth has allowed us to absorb higher costs for the provision for loan losses and FDIC insurance and still generate an increase in net income when compared to last year.”

Consolidated balance sheets (in thousands)
	(Unaudited) 3/31/09		12/31/2008		(Unaudited) 3/31/08
ASSETS:
Cash and cash equivalents	$	39,012	$	31,256	$	31,224
Securities, time deposits and other equity interests		249,058		250,511		187,353
Net loans, including loans held for sale		671,472		666,169		610,757
Premises and equipment, net		23,487		23,578		21,396
Other assets		44,631		45,004		36,305
TOTAL ASSETS	$	1,027,660	$	1,016,518	$	887,035
LIABILITIES:
Deposits	$	824,691	$	814,596	$	690,484
Borrowings and subordinated debentures		129,036		128,817		119,819
Other liabilities		11,052		10,638		7,879
TOTAL LIABILITIES		964,779		954,051		818,182
SHAREHOLDERS’ EQUITY		62,881		62,467		68,853
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,027,660	$	1,016,518	$	887,035

Financial results - unaudited (in thousands, except share data)
	For Quarter Ended
	3/31/09		3/31/08
Net interest income	$	9,169	$	9,042
Provision for loan losses		862		509
Net interest income after provision		8,307		8,533
Other income		1,985		1,546
Noninterest expenses		7,359		7,353
Income before income taxes		2,933		2,726
Income tax expense		707		724
NET INCOME	$	2,226	$	2,002
Earnings per share, fully diluted	$	0.26	$	0.23
Dividends per share	$	0.165	$	0.16

	As of or for the three months ended March 31, 2009		As of or for the three months ended March 31, 2008
SELECTED RATIOS
Net interest margin	3.98	%	4.64	%
Return on:
Average equity	14.19	%	11.41	%
Average assets	0.89	%	0.92	%
CAPITAL RATIOS (a)
Total risk-based capital ratio	12.20	%	12.88	%
Tier 1 capital ratio	10.96	%	11.84	%
Leverage ratio	7.91	%	9.20	%
ASSET QUALITY RATIOS
Nonperforming assets to total assets	0.47	%	0.36	%
Net charge-offs to average loans	0.33	%	0.21	%
Allowance for loan losses to net loans	1.33	%	1.13	%

(a) The capital ratios as of March 31, 2009 are estimated

Note: This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. These factors include operating, legal and regulatory risks; changing economic competitive conditions; and other risks and uncertainties.

CNB Bank’s website is www.bankcnb.com.