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)

October 23, 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 third quarter and first nine months of 2009.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit 99     News Release announcing third 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: October 26, 2009	By:	/s/    CHARLES R. GUARINO
		Charles R. Guarino
		Treasurer

Exhibit Index

Number	Description
Exhibit 99	News Release announcing third quarter earnings.

EX-99

Exhibit 99

News Release

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

CNB FINANCIAL CORPORATION REPORTS THIRD QUARTER EARNINGS FOR 2009

Clearfield, Pennsylvania – October 23, 2009

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

• Net income of $2.2 million, or $0.26 per share, for the quarter, compared to a loss of $744 thousand, or $0.09 per share, in the third quarter of 2008.

• Net income of $7.0 million, or $0.80 per share, for the first nine months of 2009 representing a 103% increase over the same period of 2008.

• Returns on average equity and assets of 14.29% and 0.89%, respectively, for the first nine months of 2009.

• Net interest margin of 4.03% year to date.

• Deposits of $888.6 million, an increase of 10.1% over September 30, 2008.

• Loans outstanding of $686.9 million, an increase of 3.1% over September 30, 2008.

• Increased loan loss reserve level of 1.37% compared to 1.16% at September 30, 2008.

• Nonperforming asset levels increased to 1.32% of total assets compared to 0.49% at September 30, 2008.

• Third quarter dividend paid at $0.165 per share.

William F. Falger, President and CEO, commented, “We are pleased with our performance in 2009 despite the continuing economic challenges in our local markets as well as nationally. We continue to experience strong deposit growth while loan growth has been nominal due to economic conditions. Problem loans as measured by nonperforming assets have increased year over year but remain manageable and below peer average. We feel that we remain well-positioned to capitalize on future opportunities as our economy begins its recovery.”

Consolidated balance sheets (in thousands)

	(Unaudited) 9/30/09		12/31/2008		(Unaudited) (As restated) 9/30/08
ASSETS:
Cash and cash equivalents	$	21,651	$	31,256	$	68,554
Securities, time deposits and other equity interests		314,464		250,511		205,563
Net loans, including loans held for sale		686,881		666,169		666,271
Premises and equipment, net		22,551		23,578		23,233
Other assets		44,753		45,004		43,628
TOTAL ASSETS	$	1,090,300	$	1,016,518	$	1,007,249
LIABILITIES:
Deposits	$	888,614	$	814,596	$	807,433
Borrowings and subordinated debentures		121,762		128,817		128,827
Other liabilities		11,347		10,638		8,411
TOTAL LIABILITIES		1,021,723		954,051		944,671
SHAREHOLDERS’ EQUITY		68,577		62,467		62,578
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,090,300	$	1,016,518	$	1,007,249

See the disclosure that follows the financial results on the following page regarding restatement of prior period results.

Financial results - unaudited (in thousands, except share data)

	For Quarter Ended					Year To Date
	9/30/09		(As restated) 9/30/08			9/30/09		(As restated) 9/30/08
Net interest income	$	9,484	$	9,140		$	28,054	$	27,181
Provision for loan losses		1,094		716			2,964		1,981
Net interest income after provision		8,390		8,424			25,090		25,200
Other income (loss)		2,066		(2,581	)		6,819		815
Noninterest expenses		7,484		7,283			22,653		21,742
Income (loss) before income taxes		2,972		(1,440	)		9,256		4,273
Income tax expense (benefit)		723		(696	)		2,293		839
NET INCOME (LOSS)	$	2,249	$	(744	)	$	6,963	$	3,434
Earnings (loss) per share, fully diluted	$	0.26	$	(0.09	)	$	0.80	$	0.40
Dividends per share	$	0.165	$	0.16		$	0.495	$	0.48

Management restated its financial statements as of September 30, 2008 and for the three and nine month periods then ended due to an estimation error in the level III valuation of a structured pooled trust preferred security as well as differences associated with certain assumptions used in the evaluation of another structured pooled trust preferred security for other-than-temporary impairment. Because these items were not material to the consolidated financial statements taken as a whole, an amended Form 10-Q for the quarter ended September 30, 2008 was not filed.

	As of or for the nine months ended September 30, 2009	As of or for the nine months ended September 30, 2008
SELECTED RATIOS
Net interest margin	4.03%	4.39%
Return on:
Average equity	14.29%	6.77%
Average assets	0.89%	0.49%
CAPITAL RATIOS (a)
Total risk-based capital ratio	12.09%	12.00%
Tier 1 capital ratio	10.86%	10.92%
Leverage ratio	8.00%	8.64%
ASSET QUALITY RATIOS
Nonperforming assets to total assets	1.32%	0.49%
Net charge-offs to average loans	0.44%	0.20%
Allowance for loan losses to net loans	1.37%	1.16%

(a) The capital ratios as of September 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.