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)

July 19, 2012

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 (“CNB”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the second quarter and first six months of 2012.

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 20, 2012	By:	/s/ Brian W. Wingard
		Brian W. Wingard
		Treasurer

Exhibit Index

Number	Description
Exhibit 99	News Release announcing second quarter earnings.

EX-99

Exhibit 99

News Release

	Contact:	Brian W. Wingard
		Treasurer
		(814) 765-9621
		FOR IMMEDIATE RELEASE

CNB FINANCIAL CORPORATION REPORTS SECOND QUARTER EARNINGS FOR 2012

Clearfield, Pennsylvania – July 19, 2012

CNB Financial Corporation (“CNB”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the second quarter and first six months of 2012. Highlights include the following:

• Net income of $4.3 million for the three months ended June 30, 2012, or $0.35 per share, an 11.4% increase in net income and a 9.4% increase in diluted earnings per share over the three months ended June 30, 2011.

• Net income of $8.7 million for the six months ended June 30, 2012, or $0.70 per share, a 21.1% increase in net income and a 20.7% increase in diluted earnings per share over the six months ended June 30, 2011.

• Annualized returns on average assets and equity of 1.03% and 12.70%, respectively, for the six months ended June 30, 2012 compared to returns on average assets and equity of 0.98% and 12.44%, respectively, for the six months ended June 30, 2011.

• Net interest income for the three months ended June 30, 2012 of $13.3 million, an increase of 4.7% over the $12.7 million for the quarter ended March 31, 2012 and an increase of 11.4% over the second quarter of 2011. Net interest income of $26.0 million for the six months ended June 30, 2012 was an 11.8% increase compared to the six months ended June 30, 2011.

• Total loans of $906.8 million at June 30, 2012, an increase of $46.8 million, or 5.4%, compared to March 31, 2012, and an increase of $85.0 million, or 10.3%, compared to June 30, 2011.

• Deposits of $1.46 billion at June 30, 2012, an increase of $206.3 million, or 16.5%, compared to June 30, 2011.

• Total non-performing assets of $18.5 million, or 1.08% of total assets as of June 30, 2012.

Joseph B. Bower, Jr., President and CEO, commented, “The second quarter brought growth in our loan portfolio that we haven’t seen in some time. The increase in our customer base through the strategic initiative of growing core deposits is providing us with many more lending opportunities.”

Net Interest Income and Margin

During the six months ended June 30, 2012, net interest income increased $2.7 million, or 11.8%, compared to the six months ended June 30, 2011. Net interest margin on a fully tax equivalent basis was 3.47% for the six months ended June 30, 2012, compared to 3.55% for the six months ended June 30, 2011, and was also 3.47% in the first and second quarters of 2012, as CNB was able to attract and deploy low cost core deposits into loans within our markets.

Although the yield on earnings assets decreased from 4.86% during the six months ended June 30, 2011 to 4.48% during the six months ended June 30, 2012, CNB’s average earning assets increased from $1.36 billion to $1.59 billion, or 16.7%, resulting in an increase in interest income of $1.9 million, or 6.0%.

Due to growth in core deposits, interest-bearing liabilities have increased significantly during last twelve months. Interest-bearing deposits as of June 30, 2012 grew $191.2 million, or 17.4%, as compared to June 30, 2011. However, interest expense for the six months ended June 30, 2012 decreased by $820 thousand, or 9.2%, compared to the six months ended June 30, 2011, as a result of decreases in the cost of core deposits. CNB’s strong and growing deposit base and low cost of funds have, along with the increase in average earnings assets described above, offset the decline in yield on earning assets, resulting in the increase in net interest income.

Asset Quality

During the six months ended June 30, 2012, CNB recorded a provision for loan losses of $2.9 million, as compared to a provision for loan losses of $1.8 million for the six months ended June 30, 2011. During the quarter ended June 30, 2012, CNB recorded a provision for loan losses of $1.7 million, as compared to a provision for loan losses of $992 thousand during the quarter ended June 30, 2011.

In May 2012, CNB management determined that one relationship comprising a commercial loan of $2.1 million and two consumer loans totaling $200 thousand had become impaired. As of March 31, 2012, the loan relationship was not deemed to be a criticized or classified loan under applicable regulatory guidelines or CNB’s internal loan policies. CNB charged off the balances of the consumer loans and recorded a specific allocation of $1.1 million for the commercial loan based on CNB’s evaluation of the borrowers’ ability and willingness to repay the loan. As a result, the provision for loan losses during the quarter ended June 30, 2012 increased by $1.3 million. It is possible that further deterioration with respect to the loan relationship may occur in the future.

Non-Interest Income

Excluding the effects of the securities transactions described below, non-interest income was $5.2 million for the six months ended June 30, 2012, compared to $5.0 million for the six months ended June 30, 2011. Net realized gains on available-for-sale securities were $1.3 million during the six months ended June 30, 2012, compared to $74 thousand during the six months ended June 30, 2011. Net realized and unrealized gains on securities for which fair value was elected were $180 thousand and $97 thousand during the six months ended June 30, 2012 and 2011, respectively. An other-than-temporary impairment charge of $398 thousand was recorded in earnings on structured pooled trust preferred securities during the six months ended June 30, 2011.

Non-Interest Expenses

Total non-interest expenses increased $1.4 million, or 8.6%, during the six months ended June 30, 2012 compared to the six months ended June 30, 2011. Salaries and benefits expenses increased $904 thousand, or 10.7%, during the six months ended June 30, 2012 compared to the six months ended June 30, 2011, in part due to routine merit increases, an increase in average full-time equivalent employees, and increases in certain employee benefit expenses, such as health insurance premiums, which continue to increase in line with market conditions. In addition, other non-interest expenses increased from $5.0 million for the six months ended June, 2011 to $5.7 million for the six months ended June 30, 2012 as a result of CNB’s continued growth.

Total non-interest expenses on an annualized basis in relation to CNB’s average asset size declined from 2.24% for the six months ended June 30, 2011 to 2.12% for the six months ended June 30, 2012.

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $1.7 billion that conducts business primarily through CNB Bank, CNB’s principal subsidiary. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a loan production office, a private banking division and 27 full-service offices in Pennsylvania, including ERIEBANK, a division of CNB Bank. More information about CNB and CNB Bank may be found on the internet at www.bankcnb.com.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to CNB’s financial condition, liquidity, results of operations, future performance and business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond CNB’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements include, but are not limited to: changes in general business, industry or economic conditions or competition; changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; adverse changes or conditions in capital and financial markets; changes in interest rates; higher than expected costs or other difficulties related to integration of combined or merged businesses; the inability to realize expected cost savings or achieve other anticipated benefits in connection with business combinations and other acquisitions; changes in the quality or composition of CNB’s loan and investment portfolios; adequacy of loan loss reserves; increased competition; loss of certain key officers; continued relationships with major customers; deposit attrition; rapidly changing technology; unanticipated regulatory or judicial proceedings and liabilities and other costs; changes in the cost of funds, demand for loan products or demand for financial services; and other economic, competitive, governmental or technological factors affecting CNB’s operations, markets, products, services and prices. Some of these and other factors are discussed in CNB’s annual and quarterly reports previously filed with the SEC. Such factors could cause actual results to differ materially from those in the forward-looking statements.

The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. CNB undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions,

the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.

Financial Tables

The following tables supplement the financial highlights described previously for CNB Financial Corporation.

	(unaudited) Three Months Ended June 30,									(unaudited) Six Months Ended June 30,
	2012			2011			% change			2012			2011			% change
	(Dollars in thousands, except share and per share data)
Income Statement
Interest income	$	17,207		$	16,417			4.8	%	$	34,031		$	32,111			6.0	%
Interest expense		3,933			4,505			-12.7	%		8,080			8,900			-9.2	%
Net interest income		13,274			11,912			11.4	%		25,951			23,211			11.8	%
Provision for loan losses		1,746			992			76.0	%		2,850			1,769			61.1	%
Net interest income after provision for loan losses		11,528			10,920			5.6	%		23,101			21,442			7.7	%
Non-interest income
Wealth and asset management fees		426			395			7.8	%		813			810			0.4	%
Service charges on deposit accounts		996			1,069			-6.8	%		1,971			2,032			-3.0	%
Other service charges and fees		468			416			12.5	%		900			768			17.2	%
Net realized and unrealized gains (losses) on securities for which fair value was elected		(140	)		(16	)		775.0	%		180			97			85.6	%
Mortgage banking		196			155			26.5	%		461			334			38.0	%
Bank owned life insurance		262			212			23.6	%		523			461			13.4	%
Other		325			385			-15.6	%		534			625			-14.6	%
Total other-than-temporary impairment losses on available for sale securities		—			—			NA			—			(398	)		-100.0	%
Less portion of loss recognized in other comprehensive income		—			—			NA			—			—			NA
Net impairment losses recognized in earnings		—			—			NA			—			(398	)		-100.0	%
Net realized gains on available-for-sale securities		731			—			NA			1,297			74			1652.7	%
Net impairment losses recognized in earnings and realized gains on available-for-sale securities		731			—			NA			1,297			(324	)		NA
Total non-interest income		3,264			2,616			24.8	%		6,679			4,803			39.1	%
Non-interest expenses
Salaries and benefits		4,619			4,197			10.1	%		9,344			8,440			10.7	%
Net occupancy expense of premises		1,107			1,103			0.4	%		2,256			2,302			-2.0	%
FDIC insurance premiums		274			280			-2.1	%		533			729			-26.9	%
Other		2,833			2,561			10.6	%		5,714			4,961			15.2	%
Total non-interest expenses		8,833			8,141			8.5	%		17,847			16,432			8.6	%
Income before income taxes		5,959			5,395			10.5	%		11,933			9,813			21.6	%
Income tax expense		1,623			1,504			7.9	%		3,250			2,645			22.9	%
Net income	$	4,336		$	3,891			11.4	%	$	8,683		$	7,168			21.1	%
Average diluted shares outstanding		12,397,078			12,260,760						12,381,343			12,247,046
Diluted earnings per share	$	0.35		$	0.32			9.4	%	$	0.70		$	0.58			20.7	%
Cash dividends per share	$	0.165		$	0.165			0.0	%	$	0.330		$	0.330			0.0	%
Payout ratio		47	%		52	%					47	%		57	%
Average Balances
Loans, net of unearned income	$	888,421		$	811,078					$	872,312		$	801,490

Total earning assets		1,629,707			1,391,670			1,589,468			1,361,435
Total assets		1,719,054			1,489,840			1,683,503			1,465,980
Total deposits		1,438,468			1,243,471			1,416,886			1,224,368
Shareholders’ equity		139,355			119,519			136,750			115,242
Performance Ratios
Return on average assets		1.01	%		1.04	%		1.03	%		0.98	%
Return on average equity		12.45	%		13.02	%		12.70	%		12.44	%
Net interest margin (FTE)		3.47	%		3.56	%		3.47	%		3.55	%
Loan Charge-Offs
Net loan charge-offs	$	1,071		$	501		$	1,776		$	874
Net loan charge-offs / average loans		0.48	%		0.25	%		0.41	%		0.22	%

	(unaudited)			(unaudited)						(unaudited)			% change
	June 30,			March 31,			December 31,			June 30,			versus
	2012			2012			2011			2011			3/31/12			6/30/11
	(Dollars in thousands, except share and per share data)
Ending Balance Sheet
Loans, net of unearned income	$	906,767		$	860,010		$	849,883		$	821,787			5.4	%		10.3	%
Loans held for sale		1,499			1,347			1,442			2,706			11.3	%		-44.6	%
Investment securities		719,012			724,773			641,340			550,605			-0.8	%		30.6	%
FHLB and other equity interests		6,848			6,461			6,537			6,581			6.0	%		4.1	%
Other earning assets		3,531			4,183			3,895			15,001			-15.6	%		-76.5	%
Total earning assets		1,637,657			1,596,774			1,503,097			1,396,680			2.6	%		17.3	%
Allowance for loan losses		(13,690	)		(13,015	)		(12,615	)		(11,715	)		5.2	%		16.9	%
Goodwill		10,821			10,821			10,821			10,821			0.0	%		0.0	%
Other assets		86,232			92,040			100,904			95,408			-6.3	%		-9.6	%
Total assets	$	1,721,020		$	1,686,620		$	1,602,207		$	1,491,194			2.0	%		15.4	%
Non interest-bearing deposits	$	163,153		$	165,743		$	152,732		$	148,022			-1.6	%		10.2	%
Interest-bearing deposits		1,292,268			1,271,245			1,201,119			1,101,050			1.7	%		17.4	%
Total deposits		1,455,421			1,436,988			1,353,851			1,249,072			1.3	%		16.5	%
Borrowings		82,182			74,417			74,456			83,088			10.4	%		-1.1	%
Subordinated debt		20,620			20,620			20,620			20,620			0.0	%		0.0	%
Other liabilities		23,150			21,412			21,391			16,184			8.1	%		43.0	%
Common stock		—			—			—			—			NA			NA
Additional paid in capital		44,099			44,016			44,350			44,437			0.2	%		-0.8	%
Retained earnings		84,619			82,336			80,038			76,175			2.8	%		11.1	%
Treasury stock		(2,289	)		(2,424	)		(3,260	)		(4,364	)		-5.6	%		-47.5	%
Accumulated other comprehensive income		13,218			9,255			10,761			5,982			42.8	%		121.0	%
Total shareholders’ equity		139,647			133,183			131,889			122,230			4.9	%		14.2	%
Total liabilities and shareholders’ equity	$	1,721,020		$	1,686,620		$	1,602,207		$	1,491,194			2.0	%		15.4	%
Ending shares outstanding		12,440,423			12,431,682			12,377,318			12,305,639
Book value per share	$	11.23		$	10.71		$	10.66		$	9.93
Tangible book value per share (*)	$	10.36		$	9.84		$	9.78		$	9.05
Capital Ratios
Tangible common equity / tangible assets (*)		7.53	%		7.30	%		7.61	%		7.53	%
Leverage ratio		7.90	%		8.09	%		8.22	%		8.47	%
Tier 1 risk based ratio		13.70	%		13.89	%		13.89	%		14.02	%
Total risk based ratio		14.96	%		15.14	%		15.14	%		15.28	%
Asset Quality

Non-accrual loans	$	18,109		$	16,763		$	16,567		$	16,098
Loans 90+ days past due and accruing		284			324			441			1,909
Total non-performing loans		18,393			17,087			17,008			18,007
Other real estate owned		126			321			505			361
Total non-performing assets	$	18,519		$	17,408		$	17,513		$	18,368
Loans modified in a troubled debt restructuring (TDR):
Performing TDR loans	$	10,449		$	10,511		$	7,688		$	1,691
Non-performing TDR loans		—			—			—			—
Total TDR loans	$	10,449		$	10,511		$	7,688		$	1,691
Non-performing assets / Loans + OREO		2.04	%		2.02	%		2.06	%		2.23	%
Non-performing assets / Total assets		1.08	%		1.03	%		1.09	%		1.23	%
Allowance for loan losses / Loans		1.51	%		1.51	%		1.48	%		1.43	%

* - Tangible common equity, tangible assets and tangible book value per share are non-GAAP financial measures calculated using GAAP amounts. Tangible common equity is calculated by excluding the balance of goodwill and other intangible assets from the calculation of stockholders’ equity. Tangible assets is calculated by excluding the balance of goodwill and other intangible assets from the calculation of total assets. Tangible book value per share is calculated by dividing tangible common equity by the number of shares outstanding. CNB believes that these non-GAAP financial measures provide information to investors that is useful in understanding its financial condition. Because not all companies use the same calculation of tangible common equity and tangible assets, this presentation may not be comparable to other similarly titled measures calculated by other companies. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except per share data).

	(Dollars in thousands, except share and per share data)
	(unaudited)			(unaudited)						(unaudited)
	June 30, 2012			March 31, 2012			December 31, 2011			June 30, 2011
Shareholders’ equity	$	139,647		$	133,183		$	131,889		$	122,230
Less goodwill		10,821			10,821			10,821			10,821
Tangible common equity	$	128,826		$	122,362		$	121,068		$	111,409
Total assets	$	1,721,020		$	1,686,620		$	1,602,207		$	1,491,194
Less goodwill		10,821			10,821			10,821			10,821
Tangible assets	$	1,710,199		$	1,675,799		$	1,591,386		$	1,480,373
Ending shares outstanding		12,440,423			12,431,682			12,377,318			12,305,639
Tangible book value per share	$	10.36		$	9.84		$	9.78		$	9.05
Tangible common equity/Tangible assets		7.53	%		7.30	%		7.61	%		7.53	%