UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-18676

COMMERCIAL NATIONAL FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

	PENNSYLVANIA	25-1623213
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

900 LIGONIER STREET LATROBE, PA	15650
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (724) 539-3501

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes[ X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes[ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “ large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ]YES [X] NO

Indicate the number of shares outstanding of each of the issuer's classes of common stock.

CLASS	OUTSTANDING AT August 1, 2012
Common Stock, $2 Par Value	2,860,953 Shares

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	Page

Consolidated Statements of Financial Condition		3
Consolidated Statements of Income		4
Consolidated Statements of Comprehensive Income		5
Consolidated Statements of Changes in Shareholders’ Equity		6
Consolidated Statements of Cash Flows		7
Notes to Consolidated Financial Statements		8

ITEM 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

233

ITEM 3.Quantitative and Qualitative Disclosures about Market Risk

288

ITEM 4.Controls and Procedures

288

PART II - OTHER INFORMATION

ITEM 1.Legal Proceedings		299
ITEM 1A.Risk Factors		299
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds		299
ITEM 3.Defaults Upon Senior Securities		299
ITEM 4.Mine Safety Disclosures		299
ITEM 5.Other Information		299
ITEM 6.Exhibits		300

Signatures		311

COMMERCIAL NATIONAL FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share amounts)

	June 30,			December 31,
	2012			2011
	(unaudited)

ASSETS
Cash and due from banks	$	6,281		$	6,275
Interest bearing deposits with banks		47,487			185
Total cash and cash equivalents		53,768			6,460


Investment securities available for sale		126,020			189,898
Restricted investments in bank stock		3,189			3,534


Loans receivable		166,586			179,386
Allowance for loan losses		(1,640	)		(1,673	)
Net loans		164,946			177,713

Premises and equipment, net		3,046			3,085
Accrued interest receivable		1,522			2,545
Investment in life insurance		16,261			16,021
Other assets		3,002			1,790

Total assets	$	371,754		$	401,046

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits (all domestic):
Non-interest bearing	$	100,586		$	89,690
Interest bearing		211,993			214,126
Total deposits		312,579			303,816

Short-term borrowings		0			29,450
Long-term borrowings		0			10,000
Other liabilities		3,997			5,231
Total liabilities		316,576			348,497

Shareholders' equity:
Common stock, par value $2 per share; 10,000,000
shares authorized; 3,600,000 issued; 2,860,953
shares outstanding in 2012 and 2011		7,200			7,200
Retained earnings		54,703			51,175
Accumulated other comprehensive income		5,819			6,718
Treasury stock, at cost, 739,047 shares in 2012 and 2011		(12,544	)		(12,544	)
Total shareholders' equity		55,178			52,549

Total liabilities and
shareholders' equity	$	371,754		$	401,046

The accompanying notes are an integral part of these consolidated financial statements.

COMMERCIAL NATIONAL FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)

	Three Months				Six Months
	Ended June 30				Ended June 30
	(unaudited)				(unaudited)
		2012		2011		2012		2011
INTEREST INCOME:
Interest and fees on loans	$	2,282	$	2,666	$	4,711	$	5,383
Interest and dividends on investments:
Taxable		577		887		1,735		1,810
Exempt from federal income taxes		883		910		1,846		1,638
Other		30		1		40		1
Total interest income		3,772		4,464		8,332		8,832

INTEREST EXPENSE:
Interest on deposits		304		475		647		960
Interest on short-term borrowings		1		11		15		29
Interest on long-term borrowings		0		59		1		118
Total interest expense		305		545		663		1,107

NET INTEREST INCOME		3,467		3,919		7,669		7,725
PROVISION FOR LOAN LOSSES		0		0		0		0

NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES		3,467		3,919		7,669		7,725

OTHER INCOME:
Trust department income		234		254		474		506
Service charges on deposit accounts		283		270		545		526
Income from investment in life insurance		122		121		241		244
Net security gains		9		0		3,195		0
Other income		39		80		153		143
Total other operating income		687		725		4,608		1,419

OTHER EXPENSES:
Salaries and employee benefits		1,561		1,516		3,215		3,101
Net occupancy		210		200		428		414
Furniture and equipment expense		94		104		185		213
Pennsylvania shares tax		126		127		252		253
Legal and professional		82		129		163		222
FDIC insurance		48		83		96		170
Other expenses		698		738		1,412		1,413
Total other operating expenses		2,819		2,897		5,751		5,786

INCOME BEFORE INCOME TAXES		1,335		1,747		6,526		3,358
Income tax expense		115		260		1,510		511

NET INCOME	$	1,220	$	1,487	$	5,016	$	2,847

Average Shares Outstanding		2,860,953		2,860,953		2,860,953		2,860,953

EARNINGS PER SHARE, BASIC	$	0.43	$	0.52	$	1.75	$	1.00

Dividends Paid Per Share	$	0.26	$	0.22	$	0.52	$	0.44

The accompanying notes are an integral part of these consolidated financial statements.

COMMERCIAL NATIONAL FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
	Three Months Ended			Three Months Ended
	June 30			June 30
	2012			2011
	(unaudited)			(unaudited)

Net Income	$	1,220		$	1,487
Other comprehensive income (loss), net of tax:
Unrealized net gains on securities
Unrealized holding gains arising during period		149			129
Less: Reclassification adjustment for
gains included in net income		(6	)		0
Other comprehensive income (loss)		143			129
Total Comprehensive Income	$	1,234		$	1,616




	Six Months Ended			Six Months Ended
	June 30			June 30
	2012			2011
	(unaudited)			(unaudited)

Net Income	$	5,016		$	2,847
Other comprehensive income (loss), net of tax:
Unrealized net gains on securities
Unrealized holding gains arising during period		1,209			414
Less: Reclassification adjustment for
gains included in net income		(2,108	)		0
Other comprehensive income (loss)		(899	)		414
Total Comprehensive Income	$	4,117		$	3,261

The accompanying notes are an integral part of these consolidated financial statements.

COMMERCIAL NATIONAL FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(dollars in thousands, except per share data)


									Accumulated
									Other			Total
	Common		Retained			Treasury			Comprehensive			Shareholders’
	Stock		Earnings			Stock			Income			Equity
(unaudited)
Balance at December 31, 2011	$	7,200	$	51,175		$	(12,544	)	$	6,718		$	52,549

Net income		0		5,016			0			0			5,016

Other comprehensive loss		0		0			0			(899	)		(899	)

Cash dividends paid
$0.52 per share		0		(1,488	)		0			0			(1,488	)

Balance at June 30, 2012	$	7,200	$	54,703		$	(12,544	)	$	5,819		$	55,178

(unaudited)
Balance at December 31, 2010	$	7,200	$	47,207		$	(12,544	)	$	4,149		$	46,012

Net income		0		2,847			0			0			2,847

Other comprehensive income		0		0			0			414			414

Cash dividends paid
$0.44 per share		0		(1,259	)		0			0			(1,259	)

Balance at June 30, 2011	$	7,200	$	48,795		$	(12,544	)	$	4,563		$	48,014

The accompanying notes are an integral part of these consolidated financial statements.

COMMERCIAL NATIONAL FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
	For Six Months
	Ended June 30
	2012			2011

OPERATING ACTIVITIES
Net income	$	5,016		$	2,847
Adjustments to reconcile net income to net cash provided by
operating activities:
Net security gains		(3,195	)		0
Depreciation and amortization		147			164
Amortization of intangibles		49			49
Net accretion of loans and securities		(8	)		(33	)
Gain on sale of OREO		(4	)		0
Income from investment in life insurance		(241	)		(244	)
Decrease (increase) in other assets		(225	)		1,190
Decrease in other liabilities		(756	)		(1,921	)
Net cash provided by operating activities		783			2,052

INVESTING ACTIVITIES
Purchase of securities		(5,387	)		(36,022	)
Sale of securities		60,405			0
Maturities and calls of securities		10,693			8,815
Redemption of restricted investments in bank stock		345			423
Net decrease in loans		12,659			1,023
Proceeds from sale of foreclosed real estate		93			1
Purchase of premises and equipment		(107	)		(33	)
Net cash provided by (used in) investing activities		78,701			(25,793	)

FINANCING ACTIVITIES
Net increase in deposits		8,762			13,941
Increase (decrease) in short-term borrowings		(29,450	)		12,425
Decrease in long-term borrowings		(10,000	)		0
Dividends paid		(1,488	)		(1,259	)
Net cash (used in) provided by financing activities		(32,176	)		25,107
Increase in cash and cash equivalents		47,308			1,366

Cash and cash equivalents at beginning of year		6,460			5,594

Cash and cash equivalents at end of quarter	$	53,768		$	6,960

Supplemental disclosures of cash flow information:

Cash paid during the period for:
Interest	$	755		$	1,144

Income Taxes	$	3,050		$	625

Non-cash investing activities
Transfers from loans to other real estate	$	100		$	0

The accompanying notes are an integral part of these consolidated financial statements.

COMMERCIAL NATIONAL FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

Note 1 Basis of Presentation

The accompanying consolidated financial statements include the accounts of Commercial National Financial Corporation (the Corporation) and its wholly owned subsidiaries, Commercial Bank & Trust of PA (the Bank) and Ridge Properties, Inc. All material intercompany transactions have been eliminated.

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. However, they do not include all information and footnote disclosures required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the annual consolidated financial statements of the Corporation for the year ended December 31, 2011, including the notes thereto. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of financial position as of June 30, 2012 and the results of operations for the three and six month periods ended June 30, 2012 and 2011. The results of operations for the six-months ended June 30, 2012 are not necessarily indicative of the results to be expected for the entire year.

The consolidated balance sheet at December 31, 2011 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete consolidated financial statements.

Reclassifications

Certain comparative amounts for the prior year have been reclassified to conform to current year classifications. Such classifications had no effect on consolidated net income or changes in shareholders’ equity.

Note 2 Allowance for Loan Loss

The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable is charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Non-residential consumer loans are generally charged off no later than 90 days past due on a contractual basis, earlier in the event of Bankruptcy, or if there is an amount deemed uncollectible. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.

The following discusses key risk within each portfolio segment:

Commercial, industrial and other financing – these loans are made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing. Cash flow from the operations of the company is the primary source of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the industry of the company. Collateral for these types of loans often do not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt.

Commercial real estate – These loans are secured by commercial purpose real estate, including both owner occupied properties and investment properties for various purposes such as strip malls and apartment buildings. Individual projects as well as global cash flows are the primary sources of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the collateral type as well as the business prospects of the lessee, if the project is not owner occupied.

Residential mortgages – These are loans secured by 1-4 family residences, including purchase money mortgages. We currently originate fixed-rate, fully amortizing mortgage loans with maturities of 15 to 30 years. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the local housing market can also have a significant impact on this portfolio, since low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.

Loans to individuals – Loans made to individuals may be secured by junior lien positions on a borrower’s primary residence or other assets of the borrower, as well as unsecured loans. This segment includes home equity loans, auto loans, and secured or unsecured lines. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.

An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and industrial loans and commercial real estate loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.

An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of substantially all of the Corporation’s impaired loans are measured based on the estimated fair value of the loan’s collateral.

For commercial loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

For commercial and industrial loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable agings or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual residential mortgage loans and loans to individuals for impairment disclosures, unless such loans are the subject of a troubled debt restructuring agreement.

Loans whose terms are modified are classified as troubled debt restructurings if the Corporation grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a temporary reduction in interest rate or an extension of a loan’s stated maturity date. Non-accrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for twelve consecutive months after modification. Loans classified as troubled debt restructurings are designated as impaired.

The allowance for loan loss calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually for commercial loans. Such evaluations for commercial and consumer loans are also made when credit deficiencies arise, such as delinquent loan payments. Credit quality risk ratings include categories of “pass,” “special mention,” “substandard” and “doubtful.” Assets which do not currently expose the insured institution to sufficient risk, warrant classification as pass. Assets that are not classified as pass and possess weaknesses are required to be designated “special mention.” If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” In addition, Federal regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses and may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Corporation's internal risk rating system as of June 30, 2012:

(Dollars in Thousands)


	Pass		Special Mention		Substandard		Doubtful		Total


Commercial
Commercial,
Industrial & Other	$	34,894	$	120	$	127	$	0	$	35,141
Commercial real estate		49,634		9,948		3,919		0		63,501
Residential mortgages		47,585		401		141		0		48,127
Loans to Individuals		19,663		154		0		0		19,817

Total	$	151,776	$	10,623	$	4,187	$	0	$	166,586

(Dollars in Thousands)


	Pass		Special Mention		Substandard		Doubtful		Total


Commercial
Commercial,
Industrial & Other	$	35,560	$	126	$	65	$	0	$	35,751
Commercial real estate		49,470		10,749		3,983		0		64,202
Residential mortgages		58,450		407		135		0		58,992
Loans to Individuals		20,283		158		0		0		20,441

Total	$	163,763	$	11,440	$	4,183	$	0	$	179,386

Past due loans are reviewed on a monthly basis to identify loans for non-accrual status. The Corporation generally places a loan on non-accrual status and discontinues interest accruals when principal or interest is due and has remained unpaid for 90 days. When a loan is placed on non-accrual status, all unpaid interest recognized in the current year is reversed and interest accrued in prior years is charged to the allowance for loan losses. Non-accrual loans may not be restored to accrual status until all delinquent principal and interest have been paid and the ultimate collectability of the remaining principal and interest is reasonably assured.

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the past due status as of June 30, 2012:

(Dollars in Thousands)


	30-89 Days Past Due		>90 Days Past Due and Still Accruing		Non-Accrual		Total Past Due		Current		Total Loans

Commercial
Commercial,
Industrial & Other	$	0	$	0	$	0	$	0	$	35,141	$	35,141
Commercial real estate		0		0		0		0		63,501		63,501
Residential mortgages		0		0		0		0		48,127		48,127
Loans to individuals		0		0		27		27		19,790		19,817

Total	$	0	$	0	$	27	$	27	$	166,559	$	166,586

The following table presents the classes of the loan portfolio summarized by the past due status as of December 31, 2011:

(Dollars in Thousands)


	30-89 Days Past Due		>90 Days Past Due and Still Accruing		Non-Accrual		Total Past Due		Current		Total Loans

Commercial
Commercial,
Industrial & Other	$	60	$	0	$	0	$	60	$	35,691	$	35,751
Commercial real estate		258		0		0		258		63,944		64,202
Residential mortgages		0		0		76		76		58,916		58,992
Loans to individuals		7		0		27		34		20,407		20,441

Total	$	325	$	0	$	103	$	428	$	178,958	$	179,386

The following table summarizes information in regards to impaired loans by loan portfolio class as of June 30, 2012.

(Dollars in Thousands)


	Recorded Investment		Unpaid Principal Balance		Related Allowance

With no related allowance recorded:
Commercial
Commercial,
Industrial & Other	$	28	$	28	$	0
Commercial real estate		258		258		0
Residential mortgages		24		24		0
Loans to Individuals		0		0		0
Subtotal		310		310		0

With an allowance recorded:
Commercial
Commercial,
Industrial & Other		0		0		0
Commercial real estate		0		0		0
Residential mortgages		0		0		0
Loans to Individuals		0		0		0
Subtotal		0		0		0
Total	$	310	$	310	$	0

The following table summarizes information in regards to impaired loans by loan portfolio class as of December 31, 2011.

(Dollars in Thousands)


	Recorded Investment		Unpaid Principal Balance		Related Allowance

With no related allowance recorded:
Commercial
Commercial,
Industrial & Other	$	29	$	29	$	0
Commercial real estate		278		278		0
Residential mortgages		29		29		0
Loans to Individuals		0		0		0
Subtotal		336		336		0

With an allowance recorded:
Commercial
Commercial,
Industrial & Other		0		0		0
Commercial real estate		0		0		0
Residential mortgages		0		0		0
Loans to Individuals		0		0		0
Subtotal		0		0		0
Total	$	336	$	336	$	0

The following tables summarize the average balance and interest income of loans individually evaluated for impairment by loan portfolio class as of June 30, 2012 and June 30, 2011.

	Three-months ended June 30, 2012				Six-months ended June 30, 2012
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(Dollars in Thousands)
With no related allowance recorded:
Commercial
Commercial,
Industrial & Other	$	28	$	0	$	28	$	1
Commercial real estate		262		4		268		8
Residential mortgages		25		0		26		1
Loans to Individuals		0		0		0		0
Subtotal		315		4		322		10

With an allowance recorded:
Commercial
Commercial,
Industrial & Other		0		0		0		0
Commercial real estate		0		0		0		0
Residential mortgages		0		0		0		0
Loans to Individuals		0		0		0		0
Subtotal		0		0		0		0
Total	$	315	$	4	$	322	$	10

	Three-months ended June 30, 2011				Six-months ended June 30, 2011
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(Dollars in Thousands)
With no related allowance recorded:
Commercial
Commercial,
Industrial & Other	$	81	$	1	$	83	$	3
Commercial real estate		1,052		18		1,057		37
Residential mortgages		35		0		37		1
Loans to Individuals		0		0		0		0
Subtotal		1,168		19		1,177		41

With an allowance recorded:
Commercial
Commercial,
Industrial & Other		174		2		180		5
Commercial real estate		472		8		474		14
Residential mortgages		0		0		0		0
Loans to Individuals		0		0		0		0
Subtotal		646		10		654		19
Total	$	1,814	$	29	$	1,831	$	60

The following tables provide detail related to the allowance for loan losses:


Three-months ended June 30, 2012 (Dollars in Thousands)

	Commercial, Industrial & Other			Commercial Real Estate			Residential Mortgages			Loans to Individuals			Unallocated		Total

Allowance for credit losses:

Beginning Balance	$	180		$	1,329		$	85		$	30		$	55	$	1,679
Charge-offs		(19	)		0			(14	)		(6	)		0		(39	)
Recoveries		0			0			0			0			0		0
Provision		1			(14	)		6			2			5		0
Ending Balance	$	162		$	1,315		$	77		$	26		$	60	$	1,640




Six-months ended June 30, 2012 (Dollars in Thousands)

	Commercial, Industrial & Other			Commercial Real Estate			Residential Mortgages			Loans to Individuals			Unallocated		Total

Allowance for credit losses:

Beginning Balance	$	155		$	1,360		$	94		$	25		$	39	$	1,673
Charge-offs		(19	)		0			(14	)		(6	)		0		(39	)
Recoveries		0			0			0			6			0		6
Provision		26			(45	)		(3	)		1			21		0
Ending Balance	$	162		$	1,315		$	77		$	26		$	60	$	1,640


Three-months ended June 30, 2011 (Dollars in Thousands)

	Commercial, Industrial & Other		Commercial Real Estate			Residential Mortgages			Loans to Individuals		Unallocated		Total

Allowance for credit losses:

Beginning Balance	$	186	$	1,161		$	105		$	29	$	205	$	1,686
Charge-offs		0		0			(3	)		0		0		(3	)
Recoveries		0		0			0			0		0		0
Provision		13		(22	)		0			9		0		0
Ending Balance	$	199	$	1,139		$	102		$	38	$	205	$	1,683


Six-months ended June 30, 2011 (Dollars in Thousands)

	Commercial, Industrial & Other		Commercial Real Estate			Residential Mortgages			Loans to Individuals		Unallocated		Total

Allowance for credit losses:

Beginning Balance	$	107	$	1,378		$	110		$	31	$	60	$	1,686
Charge-offs		0		0			(3	)		0		0		(3	)
Recoveries		0		0			0			0		0		0
Provision		92		(239	)		(5	)		7		145		0
Ending Balance	$	199	$	1,139		$	102		$	38	$	205	$	1,683

The following table provides detail related to the allowance for loan losses and recorded investment in financing receivables as of June 30, 2012:

(Dollars in Thousands)

	Commercial, Industrial & Other		Commercial Real Estate		Residential Mortgages		Loans to Individuals		Unallocated		Total

Allowance for credit losses:
Ending balance: individually evaluated for impairment		$ 0		$ 0		$ 0		$ 0		$ 0		$ 0
Ending balance: collectively evaluated for impairment		$ 162		$ 1,315		$ 77		$ 26		$ 60		$ 1,640
Ending balance: loans acquired with deteriorated credit quality		$ 0		$ 0		$ 0		$ 0		$ 0		$ 0

Loans receivable:
Ending Balance		$ 35,141		$ 63,501		$ 48,127		$ 19.817		$ 0		$ 166,586
Ending balance: individually evaluated for impairment		$ 28		$ 258		$ 24		$ 0		$ 0		$ 310
Ending balance: collectively evaluated for impairment		$ 35,113		$ 63,243		$ 48,103		$ 19,817		$ 0		$ 166,276
Ending balance: loans acquired with deteriorated credit quality		$ 0		$ 0		$ 0		$ 0		$ 0		$ 0

The following table provides detail related to the allowance for loan losses and recorded investment in financing receivables as of December 31, 2011:

(Dollars in Thousands)

	Commercial, Industrial & Other		Commercial Real Estate		Residential Mortgages		Loans to Individuals		Unallocated		Total

Allowance for credit losses:
Ending balance: individually evaluated fo imapirment		$ 0		$ 0		$ 0		$ 0		$ 0		$ 0
Ending balance: collectively evaluated for impairment		$ 155		$ 1,360		$ 94		$ 25		$ 39		$ 1,673
Ending balance: loans acquired with deteriorated credit quality		$ 0		$ 0		$ 0		$ 0		$ 0		$ 0

Loans receivable:
Ending Balance		$ 35,751		$ 64,202		$ 58,992		$ 20,441		$ 0		$179,386
Ending balance: individually evaluated for impairment		$ 29		$ 278		$ 29		$ 0		$ 0		$ 336
Ending balance: collectively evaluated for impairment		$ 35,722		$ 63,924		$ 58,963		$ 20,441		$ 0		$179,050
Ending balance: loans acquired with deteriorated credit quality		$ 0		$ 0		$ 0		$ 0		$ 0		$ 0

The Corporation has adopted ASU No. 2011-02, A Creditor’s Determination of Whether A Restructuring Is a Troubled Debt Restructuring, which clarifies when a loan modification or restructuring is considered a troubled debt restructuring (TDR). The Corporation has determined that as of and for the periods ending June 30, 2012 and December 31, 2011, there were no loans considered as a troubled debt restructures.

Note 3 - Securities

The amortized cost and fair values of securities available for sale are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Thousands)

June 30, 2012:

Obligations of states and political subdivisions	$ 80,177	$4,845	$ (60)	$ 84,962
Mortgage-backed securities – GSE	37,027	4,031	0	41,058

	$117,204	$8,876	$ (60)	$126,020
December 31, 2011:

Obligations of states and political subdivisions	$135,525	$ 5,685	$ (257)	$140,953
Mortgage-backed securities – GSE	44,194	4,751	0	48,945

$179,719

$10,436

$ (257)

$189,898

The amortized cost and fair value of securities at June 30, 2012 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized Cost		Fair Value
(In Thousands)

Due within one year	$	0	$	0
Due after one year through five years		1,229		1,348
Due after five years through ten years		579		587
Due after ten years		78,369		83,027
Mortgage Backed Securities		37,027		41,058

117,204

126,020

The following tables show the Corporation’s gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:


June 30, 2012
Less than 12 Months		12 Months or More		Total
Fair Value	Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses
(In Thousands)

Obligations of states and political subdivisions

$ 2,805

$ (60)

$ 0

$ 2,805

$ (60)


December 31, 2011
Less than 12 Months		12 Months or More		Total
Fair Value	Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses
(In Thousands)

Obligations of states and political subdivisions

$12,783

$ (257)

$ 0

$12,783

$ (257)

The Corporation reviews its position quarterly to determine if there is Other-Than-Temporary Impairment (OTTI) on any of its securities. All of the Corporation’s securities are debt securities and we assess whether OTTI is present when the fair value of a security is less than its amortized cost basis. The Corporation monitors the credit ratings of all securities for downgrades as well as any other indication of OTTI condition. As of June 30, 2012 there were three (3) municipal bonds in an unrealized loss position. These unrealized losses are considered to be temporary impairments. The decline in the value of these debt securities is due only to interest rate fluctuations and not any deterioration in credit quality. As a result, the Corporation currently expects full payment of contractual cash flows, including principal from these securities.

Note 4 Comprehensive Income

The components of other comprehensive income (loss) and related tax effects for the three and six-month periods ended June 30, 2012 and 2011 are as follows: (dollars in thousands)

	For three-months						For six-months
	ended June 30						ended June 30
	2012			2011			2012			2011
Net unrealized gains on
securities available for sale	$	225		$	196		$	1,832		$	627
Less reclassification adjustment for gains
realized in income		(9	)		0			(3,195	)		0
Tax effect		(73	)		(67	)		464			(213	)
Net of Tax Amount	$	143		$	129		$	(899	)	$	414

Note 5 Legal Proceedings

Other than proceedings which occur in the normal course of business, there are no legal proceedings to which either the Corporation or its subsidiaries is a party, which, in the opinion of management, will have any material effect on the financial position or results of operations of the Corporation and its subsidiaries.

Note 6 Guarantees

The Corporation does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit written are conditional commitments issued by the Bank to secure the performance of a customer to a third party. Of these letters of credit, $329,000 automatically renews within the next twelve months. The Bank, generally, holds collateral and/or personal guarantees supporting these commitments. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The current amount of the liability as of June 30, 2012 for guarantees under standby letters of credit issued is not material.

Note 7 Earnings per Share

The Corporation has a simple capital structure. Basic earnings per share equals net income divided by the weighted average common shares outstanding during each period presented. The weighted average common shares outstanding for the three and six-months ended June 30, 2012 and 2011 was 2,860,953.

Note 8 New Accounting Standards

There are no new accounting standards that will impact the Corporation during the period.

Note 9 Restricted Investment in Bank Stock

Federal law requires the Bank, a member institution of the Federal Home Loan Bank system, to hold stock of its district Federal Home Loan Bank (FHLB) according to a predetermined formula. This restricted stock is carried at cost, and as of June 30, 2012, consists of the common stock of FHLB of Pittsburgh.

The Corporation evaluates impairment in FHLB stock when certain conditions warrant further consideration. After evaluating such factors as the capital adequacy of the FHLB, its overall operating performance and the FHLB's liquidity and funding position, the Corporation concluded that the par value was ultimately recoverable and no impairment charge was recognized at June 30, 2012. Our evaluation of the factors described above in future periods could result in the recognition of impairment charges on FHLB stock.

Note 10 Fair Value Measurements and Fair Value of Financial Instruments

FASB ASC-820 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC-820 are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (ie., supported with little or no market activity).

For assets measured at fair value on a recurring basis, the fair value measurement by level within the fair value hierarchy are as follows:

	(Level 1) Quoted Prices In Active Markets For Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Unobservable Inputs

(In Thousands)

June 30, 2012:
Obligations of states and political subdivisions	$ 0	$ 84,962	$ 0
Mortgage-backed securities	0	41,058	0

$ 0

$126,020

$ 0

December 31, 2011:
Obligations of states and political subdivisions	$ 0	$140,953	$ 0
Mortgage-backed securities	0	48,945	0

$ 0

$189,898

$ 0

We may be required to measure certain other financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The Level 3 disclosures shown below represent the carrying value of loans for which adjustments are primarily based on the appraised value of collateral or the present value of expected future cash flows, which often results in significant management assumptions and input with respect to the determination of fair value. There were no realized or unrealized gains or losses relating to Level 3 financial assets and liabilities measured on a nonrecurring basis for the three months or six months ended June 30, 2012.

For assets measured at fair value on a nonrecurring basis, the fair value measurement by level within the fair value hierarchy used are as follows:

	(Level 1) Quoted Prices In Active Markets For Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Unobservable Inputs

There were no impaired loans at June 30, 2012 and December 31, 2011, which were measured using the fair value of the collateral less estimated costs to sell for collateral-dependent loans. Other real estate owned at June 30, 2012 and December 31, 2011, which is measured using the fair value of the collateral less estimated costs to sell, had a carrying amount of $100,000 and $8,000, respectively.

ASC 825-10-65, Transition Related to FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” require disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are as discussed above. The methodologies for other financial assets and financial liabilities are discussed below.

The carrying amounts and fair values of the Corporation’s financial instruments as of June 30, 2012 are presented in the following table:

(Dollars in Thousands)

	Carrying Amount		Fair Value Estimate		(Level 1) Quoted Prices In Active Markets For Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Unobservable Inputs

Financial Assets:
Cash and equivalents	$	53,768	$	53,768	$	53,768	$	0	$	0
Securities available for sale		126,020		126,020		0		126,020		0
Restricted investment in bank stock		3,189		3,189		3,189		0		0
Net loans receivable		164,946		170,061		0		0		170,061
Accrued interest receivable		1,522		1,522		1,522		0		0
Financial liabilities:
Deposits	$	312,579	$	308,156	$	226,335	$	81,821	$	0
Short-term borrowings		0		0		0		0		0
Long-term borrowings		0		0		0		0		0
Accrued interest payable		189		189		189		0		0

Off-balance sheet financial instruments		0		0		0		0		0

The carrying amounts and fair values of the Corporation’s financial instruments as of December 31, 2011 are presented in the following table:

	December 31, 2011
	Carrying Amount		Fair Value
(In Thousands)
Financial assets:
Cash and equivalents	$	6,460	$	6,460
Securities available for sale		189,898		189,898
Restricted investments in bank stock		3,534		3,534
Net loans receivable		177,713		183,458
Accrued interest receivable		2,545		2,545
Financial liabilities:
Deposits	$	303,816	$	299,593
Short-term borrowings		29,450		29,450
Long-term borrowings		10,000		10,000
Accrued interest payable		281		281
Off-balance sheet financial instruments		0		0

The following methods and assumptions were used by the Corporation in estimating the fair value disclosures for financial instruments:

Cash and Short-Term Investments

The carrying amounts for cash and short-term investments approximate the estimated fair values of such assets.

Securities

The Corporation utilizes a third party in determining the fair values for securities held as available for sale. For the Corporation’s agency mortgage backed securities, the third party utilizes market data, pricing models that vary based on asset class and include available trade, bid and other market information. Methodology includes broker quotes, proprietary models, descriptive terms and conditions. The third party uses their own proprietary valuation matrices in determining fair values for municipal bonds. These matrices utilize comprehensive municipal bond interest rate tables daily to determine market price, movement and yield relationships.

Restricted Investment in Bank Stock

The carrying amounts of restricted investments in bank stock approximate the estimated fair value of such assets.

Loans Receivable

Fair values of variable rate loans subject to frequent repricing and which entail no significant credit risk are based on the carrying values. The estimated fair values of other loans are estimated by discounting the future cash flows using interest rates currently offered for loans with similar terms to borrowers of similar credit quality.

Accrued Interest Receivable

The carrying amounts for accrued interest receivable approximate the estimated fair value of such assets.

Deposits

For deposits which are payable on demand at the reporting date, representing all deposits other than time deposits, management estimated that the carrying value of such deposits is a reasonable estimate of fair value. Fair values of time deposits are estimated by discounting the future cash flows using interest rates currently being offered and a schedule of aggregate expected maturities.

Short-Term Borrowings

The carrying amounts for short-term borrowings approximate the estimated fair value of such liabilities.

Long-Term Borrowings

Fair values of long-term borrowings are estimated by discounting the future cash flows using interest rates currently available for borrowings with similar terms and maturity.

Accrued Interest Payable

The carrying amounts for accrued interest payables approximate the estimated fair value of such liabilities.

Off-Balance Sheet Instruments

The fair value of commitments to extend credit and for outstanding letters of credit is estimated using the fees currently charged to enter into similar agreements, taking into account market interest rates, the remaining terms and present credit worthiness of the counterparties.

Note 11 Subsequent Events

Commercial National Financial Corporation has evaluated subsequent events through the date these consolidated financial statements were filed with the Securities and Exchange Commission. We have incorporated into these consolidated financial statements the effect of all material known events determined by ASC Topic 855, “Subsequent Events,” to be recognizable events.

The Corporation has applied for voluntary deregistration from the SEC as a publicly reporting company and will, therefore, not be required to file its quarterly earnings releases on Form 8-K and its quarterly reports on Form 10-Q for any quarter after this second quarter ended June 30, 2012. However, the Corporation intends to voluntarily issue press releases of quarterly and annual earnings for future quarters on a schedule similar to its past earnings release schedule.

During July 2012, the account of a customer of the Bank became overdrawn as a result of the deposit of a counterfeit check in the account and subsequent withdrawals. The overdrawn amount (net of setoffs) is approximately $182,000. The Bank is currently undertaking efforts to recover the net overdrawn amount in full from all legally responsible parties.

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
	AND RESULTS OF OPERATIONS

SAFE HARBOR STATEMENT

Forward-looking statements (statements which are not historical facts) in this Quarterly Report on Form 10-Q are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “to,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements are based on information currently available to the Corporation, and the Corporation assumes no obligation to update these statements as circumstances change. Investors are cautioned that all forward-looking statements involve risk and uncertainties, including changes in general economic and financial market conditions, unforeseen credit problems, and the Corporation’s ability to execute its business plans. The actual results of future events could differ materially from those stated in any forward-looking statements herein.

CRITICAL ACCOUNTING ESTIMATES

Disclosure of the Corporation’s significant accounting policies is included in Note 1 to the Corporation’s Consolidated Financial Statements contained in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 (the 2011 Annual Report). Some of these policies are particularly sensitive, requiring that significant judgments, estimates and assumptions be made by management. Additional information is contained in the Management’s Discussion and Analysis section of the 2011 Annual Report for the most sensitive of these issues, including the provision and allowance for loan losses.

Significant estimates are made by management in determining the allowance for loan losses. Management considers a variety of factors in establishing these estimates, including current economic conditions, diversification of the loan portfolio, delinquency statistics, results of internal loan reviews, financial and managerial strengths of borrowers, adequacy of collateral (if collateral dependent) and other relevant factors. Estimates related to the value of collateral also have a significant impact on whether or not the Corporation continues to accrue income on delinquent loans and on the amounts at which foreclosed real estate is recorded in the Consolidated Statements of Financial Condition. Management discussed the development and selection of critical accounting estimates and related Management and Discussion and Analysis disclosure with the Corporation’s Audit Committee. There were no material changes made to the critical accounting estimates during the periods presented within.

OVERVIEW

The Corporation had net income of $5.0 million or $1.75 per share, for the six months ended June 30, 2012 compared to $2.8 million or $1.00 per share for the six months ended June 30, 2011. The Corporation’s return on average assets for the first half of 2012 and 2011 was 2.61% and 1.56%, respectively. Return on average equity for the same two periods was 18.35% and 12.11%, respectively.

The Corporation’s largest segment of operating results is dependent upon net interest income. Net interest income is interest earned on interest-earning assets less interest paid on interest-bearing liabilities. For the six months ended June 30, 2012 and 2011, net interest income was $7.7 million.

In March 2012, the Corporation sold $49.8 million in book value taxable municipal bonds and $7.4 million in book value tax-free municipal bonds. These municipal bond sales resulted in a $3.2 million pre-tax gain which equated to a $2.1 million earnings benefit (or $0.74 per average share outstanding). This action was based on several factors. The main factor was a strategic decision to decrease the Corporation’s future market exposure by reducing the average maturity of the bond portfolio. In addition, the Corporation determined the potential future credit exposure associated with municipal bonds should be reduced. These municipal bond sales provide the Corporation with enhanced liquidity and flexibility going forward. The Corporation used the proceeds to eliminate all FHLB borrowings with the balance being available for future investment opportunities.

The Corporation’s gain on the sale of municipal bonds in 2012 had a significant positive effect on the Corporation’s June 30, 2012 earnings; the gain on the sale increased the Corporation’s tax rate for the first six months of 2012. The tax rate for the first six months of 2012 is 23.14%. The June 30, 2012 quarter ending tax rate was 8.61%. The large difference in the tax is due to the bonds sold in March 2012. These bonds noted above were sold at substantial gain, resulting in a higher percentage of taxable income for the first six months of 2012. In the March 2012 sale, all of the Corporations municipal taxable bonds were sold, leaving only tax-exempt municipals in the portfolio. Due to this large change in the earning asset mix, the Corporation anticipates the estimated full-year tax rate to be in the range of 19% to 20%.

FINANCIAL CONDITION

The Corporation’s total assets decreased $29.2 million or 7.30% from December 31, 2011 to June 30, 2012. Investments Available for Sale decreased by $63.9 million or 33.64%. The decrease in investments was mainly due to the sale of $57.2 million in municipal bonds, principal pay-downs on mortgage backed securities of $7.2 million and a $1.4 million decrease in the fair value of the securities. Net loans outstanding decreased by $12.8 million. The decrease in loans was the result of the following; a decline of $610,000 in commercial, industrial and other loans, a decline of $701,000 in commercial real estate loans, a decline of $10.9 million in residential mortgages and a decline of $624,000 in loans to individuals.

The Corporation’s total deposits increased $8.8 million from December 31, 2011 to June 30, 2012. The non-interest bearing deposits increased by $10.9 million and interest bearing deposits decreased by $2.1 million. The increases in non-interest bearing deposits continue a trend of customers maintaining higher average balances in their accounts. The decrease in the interest bearing deposits was due to decreases in checking with interest balances, money market accounts decreases and decreases in certificates of deposits, offset by increases in savings accounts. The Corporation attributes the increase in overall deposits due to customers placing their funds in liquid, FDIC insured accounts that provide flexibility and safety.

Shareholders' equity was $55.2 million on June 30, 2012 compared to $52.5 million on December 31, 2011. Total shareholders’ equity increased due to the $5.0 million in net income, an $899,000 decrease in other comprehensive income and a decrease of $1.5 million from dividends paid to shareholders. Book value per common share increased from $18.37 at December 31, 2011 to $19.29 at June 30, 2012.

RESULTS OF OPERATIONS

First Six Months of 2012 as compared to the First Six Months of 2011

Net income for the first six months of 2012 was $5.0 million compared to $2.8 million for the same period of 2011, representing a 76.19% increase.

Interest income for the six months ended June 30, 2012 was $8.3 million, compared with $8.8 million in 2011. Loan income for the six months ended June 30, 2012 was $4.7 million compared to $5.4 million in 2011. The decrease in loan income was due to lower average loan balances and lower yields in 2012 compared to 2011. Average loans outstanding in 2012 were $18.5 million lower than 2011; loan yields for the first six months of 2012 decreased eighteen (18) basis points to 5.45%. This decrease in the loan yield is due to lower market rates for new loans. Security income for the six months ended June 30, 2012 was $3.6 million compared with $3.4 million in 2011. This increase in securities income in 2012 was due to higher average securities in 2012 compared with 2011. The Corporation’s average balance for securities increased $4.5 million in 2012 compared with 2011. The yield on total average earning assets for the first six months of 2012 decreased by eight (8) basis points to 5.26% in 2012 compared to 5.34% yield in 2011.

Total interest expense of $663,000 for the first six months of 2012 decreased $444,000 or 40.11% compared with the first six months of 2011. The average interest bearing liabilities in 2012 were $230.7 million, a decrease of 0.32% from the 2011 average. The cost of interest bearing liabilities decreased from 0.96% in 2011 to 0.58% in 2012. This decrease in interest cost is due to lower market rates for deposits.

As a result of the foregoing, net interest income for the first six months of 2012 and 2011 was $7.7 million.

The Corporation did not record a provision for loan losses for the six months ended June 30, 2012 or June 30, 2011. The Corporation’s high credit quality and the decrease in loan balances led to the determination that no provision was necessary for the first six months of 2012 or 2011.

Non-interest income for the first six months of 2012 was $4.6 million compared with $1.4 million in 2011. The 2012 amount includes a $3.2 million gain from the sale of municipal bonds. Excluding this gain on the sale of securities, non-interest income was $1.4 million in 2012, the same as the 2011. Asset management and trust income decreased by $32,000 due to a decrease in assets under management. Service charges on deposit accounts increased by $19,000 and other income increased by $10,000.

Non-interest expense for the first six months of 2012 and 2011 was $5.8 million. Salary and employee benefits increased $114,000 in 2012, mainly due to a $39,000 increase in health care, a $62,000 increase in salaries and a $17,000 increase in payroll taxes. Salaries increased due to higher salary levels paid to employees. Net occupancy expenses increased $14,000 in 2012. Furniture and equipment expense for 2012 declined by $28,000 mainly due to a $11,000 decrease in equipment maintenance, a $7,000 decrease in capital lease depreciation and a $5,000 decrease in software amortization. Legal and professional services decreased $59,000 due to the termination of an agreement with a third party investment advisor within the asset management and trust department. FDIC insurance expense decreased by $74,000, due to a change in the assessment method used by the FDIC.

Federal income tax for the first six months of 2012 was $1.5 million compared to $511,000 for the same period in 2011. The effective tax rates for the first six months of 2012 and 2011 were 23.14% and 15.58%, respectively. The effective tax rates are lower than the federal statutory rate of 34% due primarily to income from tax-exempt securities, loans, and bank owned life insurance. The large increase in the effective tax rate for the first six months of 2012 is the result of the gain on the sale of municipal bonds resulting in a higher tax rate for the first six months of 2012 compared with 2011.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2012 as Compared to the Three Months Ended June 30, 2011

The Corporation’s net income for the three months ended June 30, 2012 was $1.2 million compared to $1.5 million for the same period of 2011, representing a 17.95% decrease.

Interest income for the three months ended June 30, 2012 was $3.8 million, compared with $4.5 million for the three months ending June 30, 2011. Loan income decreased in 2012 due to average loan balances decreasing 11.23% in 2012 compared with 2011 and yields moved lower, from 5.58% in 2011 to 5.38% in 2012. Security income for the three months ended June 30, 2012 was lower by $337,000 compared with same period 2011. The average securities balances decreased 16.53% in 2012 compared to 2011. The yield on total average earning assets for the three months ended June 30, 2012 decreased thirteen (13) basis points to 5.18% compared to 2011.

Total interest expense of $305,000 for second quarter of 2012 decreased by $240,000 or 44.04% from the second quarter of 2011. In the second quarter of 2012, the average interest-bearing liabilities balances decreased 10.35% compared with 2011 and the cost of these liabilities decreased to 0.58% in 2012 from 0.93% in 2011. The cost of interest-bearing liabilities declined in 2012 due to lower market rates for deposit accounts.

As a result of the foregoing, net interest income for the three months ending June 30, 2012 was $3.5 million, compared with $3.9 million for the three months ended June 30, 2011.

The Corporation recorded no provision for loan losses for the second quarter of 2012 and 2011, respectively.

Non-interest income decreased by $38,000 or 5.24% to $687,000 for the three months ended June 30, 2012 compared with the same period 2011. Trust income decreased $20,000 due to a decrease in market values on assets under management. Service charges on deposit accounts increased by $13,000, mainly due to higher ATM fees and other income decreased by $41,000.

Other expenses were $2.8 million for the three months ended June 30, 2012, slightly lower than the $2.9 million for the three months ended June 30, 2011. Changes within other expenses were; salaries and employee benefits increased by $45,000, in large part, due to a $19,000 increase in health insurance cost for the second quarter 2012 and a $21,000 increase in salary expenses compared with 2011. Furniture and equipment expense decreased by $10,000. Legal and professional fees decreased by $47,000. This decrease is due to lower professional costs within the asset management and trust department. Other expenses also decreased by $40,000.

Federal income tax for the three months ending June 30, 2012 was $115,000 compared to $260,000 for the same period in 2011. The effective tax rates during the second quarters of 2012 and 2011 were 8.6% and 14.88%, respectively. The reduction in the effective tax rate for the second quarter of 2012 is the result of a higher percentage of tax-free income from municipal bonds, bank owned life insurance and tax-free loans.

LIQUIDITY

Liquidity measurements evaluate the Corporation’s ability to meet the cash flow requirements of its depositors and borrowers. The most desirable source of liquidity is deposit growth. Additional liquidity is provided by the maturity of investments in loans and securities and the principal and interest received from those earning assets. Another source of liquidity is represented by the Corporation’s ability to sell both loans and securities. The Bank is a member of the Federal Home Loan Bank (FHLB) system. The FHLB provides an additional source for liquidity for long- and short-term funding. Additional sources of funding from financial institutions have been established for short-term funding needs.

The statement of cash flows for the first six months of 2012 indicates cash was provided by the sale and maturity of securities, a decrease in loan balances and an increase in deposits balances. The cash provided by these sources was utilized to pay-down short- and long- term borrowings and significantly increase cash held by the Corporation.

As of June 30, 2012, the Corporation had available funding of approximately $104 million at the FHLB, with an additional $19 million of short-term funding available through other lines of credit. The Corporation’s maximum borrowing capacity with the Federal Home Loan Bank (FHLB) as of June 30, 2012 was $104 million, with zero borrowed.

OFF BALANCE SHEET ARRANGEMENTS

The Corporation’s financial statements do not reflect off balance sheet arrangements that consist of commitments to purchase securities or commitments to extend credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral, if any, which the Corporation obtains from the customer upon extension of credit, is based on management's credit evaluation of the customer or other obligor. The types of collateral obtained by the Corporation may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

Standby letters of credit, financial standby letters of credit and commercial letters of credit written are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

The following table identifies the Corporation’s commitments to extend credit and obligations under letters of credit as of June 30, 2012 (dollars in thousands):

TOTAL AMOUNT COMMITTED

Financial instruments whose contractual amounts represent credit risk:
Commitments to extend credit	$	39,816
Standby letters of credit		329

CREDIT QUALITY RISK

The following table presents a comparison of loan quality as of June 30, 2012 with that as of December 31, 2011. Cash payments received on non-accrual loans are recognized as interest income as long as the remaining balance of the loan is deemed to be fully collectible. When doubt exists as to the collectibility of a loan in non-accrual status, any payments received are applied to principal to the extent the doubt is eliminated. Once a loan is placed on non-accrual status, any unpaid interest is charged against income.

	At or For the Six months ended			At or For the Year ended
	June 30, 2012			December 31, 2011
	(dollars in thousands)
Non-performing loans:
Loans on non-accrual basis	$	27		$	103
Past due loans > 90 days		0			0
Total non-performing loans		27			103
Foreclosed real estate		658			647

Total non-performing assets	$	685		$	750

Loans outstanding at end of period	$	166,586		$	179,386
Average loans outstanding (year-to-date)	$	172,989		$	188,679

Non-performing loans as a percent of total loans		0.02	%		0.06	%
Provision for loan losses	$	0		$	0
Net charge-offs	$	33		$	13
Net charge-offs as a percent of average loans		0.02	%		0.01	%
Provision for loan losses as a percent of net charge-offs		0.00	%		0.00	%
Allowance for loan losses	$	1,640		$	1,673
Allowance for loan losses as a percent of average loans outstanding		0.95	%		0.89	%

As of June 30, 2012, there was one non-accrual loan. At present, the Corporation has no knowledge of other outstanding loans that present a serious doubt in regard to the borrower’s ability to comply with current loan repayment terms.

In 2012, the gross amount of interest that would have been recorded on non-accrual loans would have been $1,000.

MARKET RISK

The Corporation’s net earnings depend in large part upon the difference between the amounts earned on its loans and investment securities and the interest paid on its deposits and borrowed funds (interest-bearing liabilities). The amounts the Corporation earns on its interest-earning assets and the amounts it pays on its interest-bearing liabilities are significantly affected by general economic conditions and by policies of regulatory authorities.

Market risk is the risk of loss from adverse changes in market prices and rates. The Corporation’s market risk arises primarily from interest rate risk inherent in its lending, security investments, and deposit taking activities. To that end, management actively monitors and manages its interest rate risk exposure.

The Corporation’s primary objective in managing interest rate risk is to minimize the adverse impact of interest rate changes on its net interest income and capital. However, a sudden and substantial shift in interest rates may adversely impact the Corporation’s earnings to the extent that the interest earned on interest-earning assets and interest paid on interest-bearing liabilities do not change at the same frequency, to the same extent or on the same basis.

CAPITAL RESOURCES

The Federal Reserve Board's risk-based capital guidelines are designed principally as a measure of credit risk. These guidelines require that: (1) at least 50% of a banking organization's total capital be common and certain other "core" equity capital ("Tier I Capital"); (2) assets and off-balance sheet items be weighted according to risk; and (3) the total capital to risk-weighted assets ratio be at least 8.00%; and (4) a minimum 4.00% leverage ratio of Tier I capital to average total assets be maintained for financial institutions that meet certain specified criteria, including asset quality, high liquidity, low interest-rate exposure and the highest regulatory rating. As of June 30, 2012, Commercial Bank & Trust of PA, under these guidelines, had Tier I and total equity capital to risk weighted assets ratios of 24.98% and 25.81% respectively. The leverage ratio was 13.59%. The Corporation’s risk-based capital ratios are not materially different from the Bank’s.

The table below represents the Bank’s capital position at June 30, 2012 and December 31, 2011:

(Dollar amounts in thousands)



	June 30, 2012		December 31, 2011
	Amount	Percent of Adjusted Assets	Amount	Percent of Adjusted Assets

Tier I Capital	$49,195	24.98%	$45,655	20.90%
Tier I Capital Requirement	7,878	4.00	8,753	4.00

Total Equity Capital	$50,835	25.81%	$47,328	21.60%
Total Equity Capital Requirement	15,755	8.00	17,506	8.00

Leverage Capital	$49,195	13.59%	$45,655	11.80%
Leverage Requirement	14,479	4.00	15,531	4.00

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide information required of this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Corporation maintains a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by the Corporation in this Form 10-Q, and in other reports required to be filed under the Securities Exchange Act of 1934 (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms for such filings. Management of the Corporation, under the direction of the Corporation’s Chief Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15a(e) and 15d-15(e) under the Exchange Act) as of June 30, 2012. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer, along with other key management of the Corporation, have determined that the disclosure controls and procedures were and are effective as designed to ensure that material information relating to the Corporation and its consolidated subsidiaries required to be disclosed by the Corporation by the Exchange Act, was recorded, processed, summarized and reported within the applicable time periods.

Changes in Internal Controls

There have been no significant changes in Commercial National Financial Corporation’s internal control over financial reporting during the quarter ended June 30, 2012, that has materially affected, or is reasonably likely to materially affect Commercial National Financial Corporation’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other than proceedings that occur in the normal course of business, there are no legal proceedings to which either theCorporation or any of its subsidiaries is a party, which, in management’s opinion, will have any material effect on the financialposition of the Corporation and its subsidiaries.

ITEM 1A. RISK FACTORS

A smaller reporting company is not required to provide information required of this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

2 (a) None

2 (b) None

2 (c) In 2000, the Board of Directors authorized the repurchase of up to 360,000 shares of the Corporation’s common stock from time to time when warranted by market conditions. There have been 245,174 shares purchased under this authorization through June 30, 2012. There were no shares purchased during the second quarter 2012, see table below.

ISSUER PURCHASES OF EQUITY SECURITIES
Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans		(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans
April 1- April 30		0		0		0		114,826
May 1 – May 31		0		0		0		114,826
June 1- June 30		0		0		0		114,826
Total		0		0		0

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

EXHIBITS

Exhibit		Page Number or Incorporated by
Number	Description	Reference to

3.1	Articles of Incorporation	Exhibit C to Form S-4 Registration Statement Filed April 9, 1990

3.2	By-laws of Registrant	Exhibit D to Form S-4 Registration Statement Filed April 9, 1990

3.3	Amended Articles of Incorporation	Exhibit 3.6 to Form 10-Q
		Filed for the quarter ended
		September 30, 2004

3.4	Amended Bylaws of Registrant	Exhibit 3.8 to Form 10-Q
		Filed for the quarter ended
		September 30, 2004

10.1	Amended and Restated Employment Agreement between Gregg E. Hunter and Commercial Bank & Trust of PA *	Exhibit 10.1 to Form 10-K Filed for the year ended December 31, 2011

10.3	Mutual Release and Non-Disparagement Agreement between Commercial Bank of Pennsylvania and Louis T. Steiner	Exhibit 10.3 to Form 10-K Filed for the year ended December 31, 2003

10.4	Stock Purchase Agreement between the Corporation and all of the Shareholders of Ridge Properties, Inc.	Exhibit 10.4 to Form 10-Q Filed for the quarter ended June 30, 2008

10.5	Change in Certifying Accountant	Exhibit 10.5 to Form 10-K Filed for the year ended December 31, 2010

31.1	Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer	Filed herewith

31.2	Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer	Filed herewith


32.1	Section 1350 Certification of Chief Executive Officer	Filed herewith

32.2	Section 1350 Certification of Chief Financial Officer	Filed herewith

101 **	The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012 is formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income , (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements (tagged as blocks of text).

*Management Contract or Compensatory Plan or Arrangement

**This exhibit is furnished and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C.. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or of Securities Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

SIGNATURES

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.


	COMMERCIAL NATIONAL FINANCIAL CORPORATION
	(Registrant)






Dated: August 13, 2012	/s/ Gregg E. Hunter
	Gregg E. Hunter, Vice Chairman
	President and Chief Executive Officer




Dated: August 13, 2012	/s/ Thomas D. Watters
	Thomas D. Watters, Executive Vice President and
	Chief Financial Officer

June 30, 2012:

(In Thousands)

Impaired Loans

Other Real Estate Owned

COMMERCIAL NATIONAL FINANCIAL CORP /PA 10-Q