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)

January 27, 2010

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 earnings for the fourth quarter of 2009 and for the year ended December 31, 2009.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit 99 News Release announcing fourth quarter and 2009 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: January 28, 2010	By:	/S/    CHARLES R. GUARINO
		Charles R. Guarino
		Treasurer

Exhibit Index

Number	Description
Exhibit 99	News Release announcing fourth quarter and 2009 earnings.

EX-99

Exhibit 99

News Release

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

CNB FINANCIAL CORPORATION REPORTS EARNINGS FOR 2009

Clearfield, Pennsylvania – January 27, 2010

CNB Financial Corporation (NASDAQ: CCNE), the parent company of CNB Bank, today announced earnings for the fourth quarter of 2009 and for the year ended December 31, 2009. Highlights include the following:

• Net income of $1.5 million, or $0.18 per share, in the fourth quarter of 2009, compared to net income of $1.8 million, or $0.21 per share, in the fourth quarter of 2008.

• Net income of $8.5 million, or $0.98 per share, for the year ended December 31, 2009, representing a 62.6% increase over 2008.

• Returns on average equity and assets of 12.84% and 0.80%, respectively, for the year ended December 31, 2009.

• Net interest margin of 3.82% for the year ended December 31, 2009.

• Increase in other income, excluding other-than-temporary impairment charges, of $3.7 million from 2008 to 2009. The carrying value of impaired securities is $2.5 million as of December 31, 2009.

• Deposits of $956.9 million at December 31, 2009, an increase of 17.5% over December 31, 2008.

• Loans outstanding of $705.3 million at December 31, 2009, an increase of 5.9% over December 31, 2008.

• Increased loan loss reserve level of 1.37% at December 31, 2009 compared to 1.30% at December 31, 2008.

• Nonperforming asset levels increased to 1.17% of total assets at December 31, 2009 compared to 0.42% at December 31, 2008.

• Growth in the annual dividend rate of 2.3%.

Joseph B. Bower, Jr., President and CEO, commented, “We are very pleased with our deposit growth in 2009 of 17.5% along with 23.6% in 2008. In addition, our loan growth within our markets of 5.9% was very positive considering the stressed conditions of the current economy. With this growth in our total assets, we have also experienced some growth in our net interest income. Finally, the Corporation has continued to maintain a quality loan portfolio, especially when compared to our peers, which positions us well going into 2010.”

Consolidated balance sheets (in thousands)

	(Unaudited)
	12/31/09		12/31/2008
ASSETS:
Cash and cash equivalents	$	22,358	$	31,256
Securities, time deposits and other equity interests		359,665		250,511
Net loans, including loans held for sale		705,347		666,169
Premises and equipment, net		22,656		23,578
Other assets		51,565		45,004
TOTAL ASSETS	$	1,161,591	$	1,016,518
LIABILITIES:
Deposits	$	956,858	$	814,596
Borrowings and subordinated debentures		122,003		128,817
Other liabilities		13,321		10,638
TOTAL LIABILITIES		1,092,182		954,051
SHAREHOLDERS’ EQUITY		69,409		62,467
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,161,591	$	1,016,518

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

	For Quarter Ended				Year To Date
	12/31/09		(As restated) 12/31/08		12/31/09		12/31/08
Net interest income	$	9,348	$	9,419	$	37,402	$	36,600
Provision for loan losses		1,501		1,806		4,465		3,787
Net interest income after provision		7,847		7,613		32,937		32,813
Other income, excluding other-than-temporary impairment charges		2,115		1,958		10,145		6,453
Other-than-temporary impairment charges		1,232		283		2,443		3,963
Noninterest expenses		7,138		7,059		29,791		28,801
Income before income taxes		1,592		2,229		10,848		6,502
Income tax expense		43		428		2,336		1,267
NET INCOME	$	1,549	$	1,801	$	8,512	$	5,235
Earnings per share, fully diluted	$	0.18	$	0.21	$	0.98	$	0.61
Dividends per share	$	0.165	$	0.165	$	0.66	$	0.645

Management restated its financial results for the three month period ended December 31, 2008 due to differences associated with certain assumptions used in the evaluation of a structured pooled trust preferred security for other-than-temporary impairment. However, the Corporation’s net income for the year ended December 31, 2008 was not misstated since the revision only involved the timing of the recognition of an other-than-temporary impairment charge of $1,717,000 between the third and fourth quarters of 2008.

	As of or for the year ended December 31, 2009		As of or for the year ended December 31, 2008
SELECTED RATIOS
Net interest margin	3.82	%	4.33	%
Return on:
Average equity	12.84	%	7.88	%
Average assets	0.80	%	0.55	%
CAPITAL RATIOS (a)
Total risk-based capital ratio	11.89	%	12.00	%
Tier 1 capital ratio	10.64	%	10.80	%
Leverage ratio	7.87	%	8.40	%
ASSET QUALITY RATIOS
Nonperforming assets to total assets	1.17	%	0.42	%
Net charge-offs to average loans	0.49	%	0.28	%
Allowance for loan losses to net loans	1.37	%	1.30	%

(a) The capital ratios as of December 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.