CNB Financial (CCNE) 8-K Regulation FD Disclosure

Investor Meetings

February 2015

Exhibit 99.1

Forward-Looking Statements

This

presentation

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

the

financial

condition,

liquidity,

results

of

operations,

future

performance

and

business

of

CNB

Financial

Corporation.

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

our

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:

(i)

changes

in

general

business,

industry

or

economic

conditions

or

competition;

(ii)

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;

(iii)

adverse

changes

or

conditions

in

capital

and

financial

markets;

(iv)

changes

in

interest

rates;

(v)

higher

than

expected

costs

or

other

difficulties

related

to

integration

of

combined

or

merged

businesses;

(vi)

the

inability

to

realize

expected

cost

savings

or

achieve

other

anticipated

benefits

in

connection

with

business

combinations

and

other

acquisitions;

(vii)

changes

in

the

quality

or

composition

of

our

loan

and

investment

portfolios;

(viii)

adequacy

of

loan

loss

reserves;

(ix)

increased

competition;

(x)

loss

of

certain

key

officers;

(xi)

deposit

attrition;

(xii)

rapidly

changing

technology;

(xiii)

unanticipated

regulatory

or

judicial

proceedings

and

liabilities

and

other

costs;

(xiv)

changes

in

the

cost

of

funds,

demand

for

loan

products

or

demand

for

financial

services;

and

(xv)

other

economic,

competitive,

governmental

or

technological

factors

affecting

our

operations,

markets,

products,

services

and

prices.

Such

developments

could

have

an

adverse

impact

on

our

financial

position

and

our

results

of

operations.

The

forward-looking

statements

are

based

upon

management’s

beliefs

and

assumptions.

Any

forward-looking

statement

made

herein

speaks

only

as

of

the

date

of

this

presentation.

Factors

or

events

that

could

cause

our

actual

results

to

differ

may

emerge

from

time

to

time,

and

it

is

not

possible

for

us

to

predict

all

of

them.

We

undertake

no

obligation

to

publicly

update

any

forward-looking

statement,

whether

as

a

result

of

new

information,

future

developments

or

otherwise,

except

as

may

be

required

by

law.

2

CNB Financial Overview

CNB Financial is a full-service bank,

headquartered in Clearfield, PA, providing

services, including wealth and asset management,

to individuals, businesses, governments, and

institutional customers

As of December 31, 2014:

•

Assets: $2.2 billion

•

Loans: $1.4 billion

•

Deposits: $1.8 billion

Operates 38 branches in North Central

Pennsylvania and Ohio through its principal

subsidiary, CNB Bank

CNB Bank is a regional independent community

bank operating:

•

21 branches in North Central Pennsylvania

•

8 full-service branches through ERIEBANK,

a division of CNB Bank headquartered in

Erie, PA

•

9 full-service branches through FCBank, a

division of CNB Bank, headquartered in

Bucyrus, Ohio

Loan production offices in Hollidaysburg, PA and

Ashtabula, OH

Holiday Financial Services Corporation is a

consumer discount loan company with 13 offices

NASDAQ-listed under the symbol “CCNE”

3

Source: SNL Financial and company data.  Information and data as

of December 31, 2014

Strong Balance Sheet Growth

•

Loans of $1.4 billion at December 31, 2014 represent 4.6% of organic growth over December 31, 2013

•

Deposits of $1.8 billion at December 31, 2014 represent 0.6% growth over December 31, 2013, non-interest bearing 

demand deposits grew 10.6% and savings deposits grew 8.3%, offset by a decline in non-core time deposits of

33.4%

Profitability

•

Record net income of $23.1 million in 2014, an increase of 38.3%

over 2013

•

Earnings per share of $1.60 in 2014 up from $1.29 in 2013, an increase of 24%

•

Annualized return on assets of 1.07% and return on equity of 12.76% in 2014, as compared to 0.88% and 11.38%,

respectively, in 2013

•

Net interest margin of 3.82% compared to 3.47% for the full year

2013*

Superior Asset Quality

•

Nonperforming assets to total assets declined to 0.47% from 0.61% at December 31, 2013

•

Net charge-offs to average loans of 0.10% for CNB Bank and 0.21% including Holiday Financial Services Corp.

•

Allowance for loan losses to loans of 1.28%

Capital

•

Tangible common equity to tangible assets of 7.32%**

•

Leverage ratio of 8.39%

•

Tier 1 Risk Based Ratio of 13.06%

•

Total Risk Based Capital Ratio of 14.31%

Financial Highlights –

2014

4

Note: Financial data as of or for the twelve months ended December 31, 2014

* Net accretion included in loan interest income related to loans acquired in the fourth quarter of 2013 was

$2.9 million in 2014, resulting in an increase in the net interest margin of 14 basis points

**Please see the Appendix for a reconciliation of non-GAAP financial information.

2014 Initiatives

Focused on the integration of the FC Banc Corp. acquisition

Opened a CNB Bank loan production office in Blair County, PA

in April

Opened a FCBank full-service branch in Dublin, OH in July

Opened an ERIEBANK loan production office in Ashtabula, OH

in October

Construction of new ERIEBANK full-service branch in Erie, PA

that opened in January 2015

5

History of CNB Financial

6

1865

1934

1984

2005

2006

2008

2009         2010          2013

1865:

County

National Bank

of Clearfield

established

1934:

Reorganizes

through a stock

offering to existing

depositors

1984:

Forms

CNB

Financial Corporation

holding company

2005:

ERIEBANK is

formed

2005:

Purchases

assets

of Holiday Consumer

Discount Company and

forms Holiday Financial

Services Corporation

2006:

Conversion

to a state banking

charter

2010:

Joseph

Bower

becomes CEO after

retirement of William

Falger

2008-2009:

Receives

approval to raise $21

million  via TARP;

CNB chooses not to

participate

2010:

Capital

raise of $34.5

million

2013:

Acquisition of

FC Banc Corp.

headquartered

in Bucyrus,

Ohio with $360

million in

assets

ERIEBANK, a division of CNB Bank, was created de novo in 2005

At December 31, 2014:

Eight branches

One loan production office

$417 million in loans

$594 million in deposits

7

Expansion into Ohio

•

The acquisition of FC Banc Corp., which closed in the

fourth quarter of 2013, expanded CNB’s  geographic

footprint into Central Ohio with meaningful size and

scale

–

Entry into 5 new markets, similar to CNB

core markets

–

$360 million in total assets; $248 million in

loans; and $332 million in deposits as of

October 11, 2013

•

Opportunity to replicate CNB’s already

successful ERIEBANK model in a market

conducive to CNB’s business plan

•

Significant opportunity for both organic and

strategic growth going forward

•

EPS accretion realized in the first full combined

year without significant TBV dilution

8

CNB’s Experienced Management Team

Years at

Years in

Executive

Title

CCNE

Industry

Joseph B. Bower Jr.

President & Chief Executive Officer

18

22

Richard L. Greslick Jr.

SEVP / Chief Operating Officer & Secretary

17

17

Joseph E. Dell Jr.

EVP / Chief Lending Officer

2

31

Mark D. Breakey

SEVP / Chief Credit Officer

24

30

Brian W. Wingard

EVP / Chief Financial Officer & Treasurer

7

7

Vincent C. Turiano

EVP / Operations

6

42

Leanne D. Kasseb

EVP / Marketing

19

21

Mary Ann Conaway

EVP / Human Resources

33

33

David J. Zimmer

President of ERIEBANK

10

31

J. Andrew Dale

President of FC Bank

2

28

9

CNB Stock Price Performance

Since its follow-on offering in 2010, CNB has outperformed

the NASDAQ Bank Index

Source: SNL Financial. Price change from 6/14/10 to 2/3/15

10

Strong organic loan and deposit growth

through the financial crisis and recession

Fundamental focus on originating loans in-

market and funding with local, low-cost core

deposits while maintaining asset quality

The Bank strives to be more customer-

driven than its competitors and builds long-

term customer relationships by being

reliable and competitively priced

Loans and deposits at December 31, 2014

increased 4.6% and 0.6%, respectively,

compared to year-end 2013

Deposit growth in 2014 includes growth in

non-interest bearing  demand deposits of

10.6% and savings deposits of 8.3%,

offset by a decline in non-core time

deposits of 33.4%

CNB anticipates moderate loan and

deposit growth across all of its markets in

2015

Strong Organic Loan and Deposit Growth

11

0

0

0

0

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Total Loans

5-Year CAGR:

Total

13.6%

Organic  9.1%

0

0

0

0

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

2,000,000

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Total Deposits

5-Year CAGR:

Total

14.1%

Organic  9.6%

Diversified Loan Portfolio

$795 million

6.43% yield

12

$1.4 billion

5.33% yield

Attractive Deposit Mix

$1.2 billion

1.42% cost of deposits

13

$1.8 billion

0.51% cost of deposits

Deposit Market Share

Source:  SNL Financial. Deposit market share as of June 30, 2014

14

CNB Growth

Market Growth

Market

Rank

# of

Branches

CNB

Deposits

($000)

CNB Deposit

Market Share

(%)

Year over

Year (%)

5-Year

CAGR (%)

Total

Deposits in

Market

($000)

Year over

Year (%)

5-Year

CAGR (%)

Clearfield, PA

1

10

455,265

33.97

1.39

3.34

1,340,282

1.37

0.03

Erie, PA

5

4

408,166

9.31

(4.35)

24.86

4,382,281

3.64

5.23

Elk, PA

2

4

167,188

24.26

0.93

11.89

689,050

0.22

0.94

Crawford, PA

5

2

136,415

10.74

9.88

-

1,270,313

4.07

3.15

McKean, PA

3

3

122,367

14.90

0.16

11.62

821,456

(0.98)

3.30

Crawford, OH

2

2

120,590

16.81

(9.10)

1.66

717,532

(3.67)

0.82

Franklin, OH

17

3

107,979

0.24

(3.31)

14.18

44,791,832

5.79

8.60

Centre, PA

10

1

84,454

3.23

(0.22)

7.80

2,613,896

(2.49)

4.11

Warren, PA

4

1

58,448

7.50

(2.09)

15.80

778,847

(8.24)

1.92

Cambria, PA

10

1

51,820

1.87

0.20

4.96

2,775,698

0.17

1.47

Jefferson, PA

6

1

50,604

5.71

(16.26)

9.74

885,793

(0.49)

0.67

Knox, OH

6

1

37,364

4.94

1.80

3.97

756,899

2.76

2.92

Morrow, OH

4

1

31,116

15.51

(3.65)

2.86

200,664

1.56

2.09

Richland, OH

13

1

12,113

0.71

12.65

28.21

1,715,231

0.55

1.02

Holmes, OH

8

1

4,789

0.63

66.28

-

760,371

4.09

6.89

Indiana, PA

9

1

2,651

0.11

0.23

-

2,449,716

0.52

3.11

Total

37

1,851,329

2.77

(1.20)

11.52

66,949,861

4.01

6.48

Improved Profitability

* Note 2013 full year net income includes one-time merger costs of $2.4 million (pre-tax) related to

the acquisition of FC Banc Corp.

15

0

0

0

0

$8,512

$11,316

$15,104

$17,136

$16,679

$23,074

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Net Income

5-Year

CAGR

+22.1%

0

0

0

0

0.79

0.87

1.00

1.00

0.88

1.07

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

ROAA

0

0

0

0

$0.98

$1.06

$1.23

$1.38

$1.29

$1.60

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Diluted EPS

5-Year

CAGR

+10.3%

0

0

0

0

59.91

58.54

54.96

53.67

55.24

59.54

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Efficiency Ratio

Stable Net Interest Margin

16

0

0

0

0

4.33

4.00

3.65

3.59

3.49

3.47

3.82

6.72

5.89

5.23

4.84

4.42

4.15

4.43

2.64

2.07

1.78

1.44

1.08

0.79

0.71

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Net Interest Margin

Yield on Interest Earning Assets

Cost of Interest Bearing Liabilities

Superior Asset Quality

Source: SNL Financial. NPAs excluded restructured loans. Texas ratio defined as NPA & Loans 90+/

Tangible Common Equity* + Allowance for Loan Losses.

* Please see the Appendix for a reconciliation of non-GAAP financial information

17

0

0

0

0

1.17

0.93

1.09

0.85

0.61

0.47

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

NPAs/Assets

0

0

0

0

1.37

1.35

1.48

1.51

1.25

1.28

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Allowance for Loan Losses/

Gross Loans

0

0

0

0

20.30

14.82

18.85

16.90

14.00

14.25

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Texas Ratio

0

0

0

0

0.49

0.56

0.38

0.55

0.39

0.21

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

NCOs/Average Loans

Strong Capital Levels

18

* Please see the Appendix for a reconciliation of non-GAAP financial information.

0

0

0

0

5.08

7.05

7.61

7.63

6.34

7.32

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Tangible Common

Equity/Tangible Assets*

0

0

0

0

7.87

8.81

8.22

8.06

7.96

8.39

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Leverage Ratio

0

0

0

0

10.70

14.13

13.89

14.03

12.51

13.06

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Tier 1 Risk Based Ratio

0

0

0

0

11.95

15.38

15.14

15.28

13.72

14.31

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

Total Risk Based Ratio

CNB’s Growth Strategy

Organic / De Novo Growth Strategy

Intend to grow organically in the

FCBank market through new offices

and additional lenders

Continued growth of ERIEBANK by

focusing on retail and commercial

relationship banking as well as

private banking

Continue to open loan production

offices to fill in our markets

Acquisition Strategy

M&A is not a priority in our growth

strategy; however, we will remain

opportunistic and would consider a

transaction that would:

Expand our presence into new

markets that fit our business

model (e.g. FCBank)

Bring significant talent

Fill in existing markets

19

Appendix

20

Non-GAAP Financial Reconciliation

Tangible

common

equity

to

tangible

assets

is

a

non-GAAP

financial

measure

calculated

using

GAAP

amounts.

Tangible

common

equity

is

calculated

by

excluding

the

balance

of

goodwill

and

other

intangible

assets

from

the

calculation

of

shareholders’

equity.

Tangible

assets

is

calculated

by

excluding

the

balance

of

goodwill

and

other

intangible

assets

from

the

calculation

of

total

assets.

CNB

believes

that

this

non-GAAP

financial

measure

provides

information

to

investors

that

is

useful

in

understanding

our

financial

condition.

Because

not

all

companies

use

the

same

calculations

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

this

non-GAAP

financial

measure

is

provided

below.

21

Year ended December 31,

($ in thousands)

2009

2010

2011

2012

2013

2014

Total Shareholders' Equity

$69,409

$109,645

$131,889

$145,364

$164,911

$188,548

Less Goodwill

10,821

10,821

10,821

10,946

27,194

27,194

Less Other Intangible Assets

85

-

-

-

4,583

3,403

Tangible Common Equity

$58,503

$98,824

$121,068

$134,418

$133,134

$157,951

Total Assets

$1,161,591

$1,413,511

$1,602,207

$1,773,079

$2,131,289

$2,189,213

Less Goodwill

10,821

10,821

10,821

10,946

27,194

27,194

Less Other Intangible Assets

85

-

-

-

4,583

3,403

Tangible Assets

$1,150,685

$1,402,690

$1,591,386

$1,762,133

$2,099,512

$2,158,616

Total Shareholders' Equity / Total Assets

5.98%

7.76%

8.23%

8.20%

7.74%

8.61%

Tangible Common Equity / Tangible Assets

5.08%

7.05%

7.61%

7.63%

6.34%

7.32%