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)

July 29, 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 second quarter and first half of 2009.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit 99 News Release announcing second 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: July 30, 2009	By:	/s/ Charles R. Guarino
		Charles R. Guarino
		Treasurer

Exhibit Index

Number	Description
Exhibit 99	News Release announcing second quarter earnings.

EX-99

Exhibit 99

News Release

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

CNB FINANCIAL CORPORATION REPORTS SECOND QUARTER EARNINGS FOR 2009

Clearfield, Pennsylvania – July 29, 2009

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

• Net income of $2.5 million, or $0.29 per share, for the quarter, a 14.3% increase over the second quarter of 2008.

• Net income of $4.7 million, or $0.55 per share, for the first half of the year, a 12.8% increase over the first six months of 2008.

• Returns on average equity and assets of 14.92% and 0.92%, respectively, for the first half of 2009.

• Net interest margin of 4.07% for the first half of 2009.

• Total loans of $665.0 million, an increase of $7.3 million or 1.1% over June 2008.

• Deposits of $845.0 million, an increase of $89.1 million or 11.8% over June 2008.

• Increased loan loss reserve levels, with credit quality well within manageable levels.

• Second quarter dividend declaration of $0.165 per share.

William F. Falger, President and CEO, commented, “We continue to be pleased with our performance in 2009 despite the challenges resulting from the ongoing economic recession. While loan growth year over year has been nominal, we are still experiencing strong deposit growth, particularly in checking and savings accounts. We feel that we remain well-positioned to capitalize on growth opportunities as our economy begins its recovery.”

Consolidated balance sheets (in thousands)
	(Unaudited) 6/30/09		12/31/2008		(Unaudited) 6/30/08
ASSETS:
Cash and cash equivalents	$	40,646	$	31,256	$	40,693
Securities, time deposits and other equity interests		268,975		250,511		188,565
Net loans, including loans held for sale		664,952		666,169		657,661
Premises and equipment, net		22,821		23,578		22,323
Other assets		53,332		45,004		36,117
TOTAL ASSETS	$	1,050,726	$	1,016,518	$	945,359
LIABILITIES:
Deposits	$	844,987	$	814,596	$	755,843
Borrowings and subordinated debentures		129,888		128,817		120,061
Other liabilities		11,801		10,638		3,397
TOTAL LIABILITIES		986,676		954,051		879,301
SHAREHOLDERS’ EQUITY		64,050		62,467		66,058
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,050,726	$	1,016,518	$	945,359

Financial results - unaudited (in thousands, except share data)
	For Quarter Ended				Year To Date
	6/30/09		6/30/08		6/30/09		6/30/08
Net interest income	$	9,367	$	8,999	$	18,570	$	18,041
Provision for loan losses		1,008		756		1,870		1,265
Net interest income after provision		8,359		8,243		16,700		16,776
Other income		2,802		1,850		4,753		3,396
Noninterest expenses		7,810		7,106		15,169		14,459
Income before income taxes		3,351		2,987		6,284		5,713
Income tax expense		863		811		1,570		1,535
NET INCOME	$	2,488	$	2,176	$	4,714	$	4,178
Earnings per share, fully diluted	$	0.29	$	0.26	$	0.55	$	0.49
Dividends per share	$	0.165	$	0.16	$	0.33	$	0.32

	As of or for the six months ended June 30, 2009		As of or for the six months ended June, 2008
SELECTED RATIOS
Net interest margin	4.07	%	4.47	%
Return on:
Average equity	14.92	%	12.11	%
Average assets	0.92	%	0.93	%
CAPITAL RATIOS (a)
Total risk-based capital ratio	12.50	%	12.26	%
Tier 1 capital ratio	11.23	%	11.22	%
Leverage ratio	7.96	%	9.00	%
ASSET QUALITY RATIOS
Nonperforming assets to total assets	0.57	%	0.39	%
Net charge-offs to average loans	0.40	%	0.19	%
Allowance for loan losses to net loans	1.37	%	1.13	%

(a) The capital ratios as of June 30, 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.