CNB Financial (CCNE) 8-K Regulation FD Disclosure

Investor Meetings

August 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)

continued

relationships

with

major

customers;

(xii)

deposit

attrition;

(xiii)

rapidly

changing

technology;

(xiv)

unanticipated

regulatory

or

judicial

proceedings

and

liabilities

and

other

costs;

(xv)

changes

in

the

cost

of

funds,

demand

for

loan

products

or

demand

for

financial

services;

(xvi)

other

economic,

competitive,

governmental

or

technological

factors

affecting

our

operations,

markets,

products,

services

and

prices;

and

(xvii)

our

success

at

managing

the

foregoing

items.

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

Network of 38 branches through principal subsidiary, CNB Bank:

•

21 CNB Bank full-service 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, OH

Loan production offices in Hollidaysburg, PA and Ashtabula, OH

Holiday Financial Services Corporation is a consumer discount loan company with 12 offices

3

Source: SNL Financial and company data.  Information and data as of June 30, 2015

Full-service branches

Loan production offices

Full-service branches

Loan production offices

Full-service branches

Loan production offices

CNB Financial, the parent financial

holding company of CNB Bank,  is a

full-service, regional independent

community bank, headquartered in

Clearfield, PA, providing services,

including wealth and asset

management, to individuals,

businesses, governments, and

institutional customers

Key Financials (as of June 30, 2015):

•

Assets: $2.3 billion

•

Loans: $1.5 billion

•

Deposits: $1.9 billion

NASDAQ: “CCNE”

Strong Balance Sheet Growth

•

$1.5

billion

Total

Loans

–

10.9%

organic

growth

over

June

30,

2014

•

$1.9

billion

Total

Deposits

–

0.6%

growth

over

June

30,

2014

•

Non-interest bearing  demand deposits grew 14.4%

•

Partially offset by a 2.0% decline in savings deposits

Profitability YTD

•

1.01% annualized ROA

•

11.47% annualized ROE

•

$11.2 million Net Income

•

3.6% increase over $10.8 million for the same period in 2014

•

$0.77 earnings per share

•

2.7% increase over $0.75 for the same period in 2014

Superior Asset Quality

•

NPAs

/ Total Assets of 0.58%, down 4 bps from June 30, 2014

•

NCOs / Avg. Loans of 0.06% for CNB

Bank, 0.19% on a consolidated basis

•

ALL / Loans of 1.21%, down from 1.33% at June 30, 2014

Solid Capital Base

•

TCE

/ TA of 7.31%*

•

Leverage ratio of 8.61%

•

Common equity tier 1 ratio of 11.47%

•

Tier 1 Risk Based Ratio of 12.82%

•

Total Risk Based Capital Ratio of 14.00%

Financial Highlights –

2Q15

4

Note: Financial data as of or for the six months ended June 30, 2015

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

2015 Initiatives

Acquisition of land in Worthington, Ohio and begin construction

process of FCBank flagship office

Acquisition of land in Altoona, PA and begin construction

process of full-service branch

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

that opened in January 2015

Focus on Commercial Real Estate lending in the Columbus

market

5

History of CNB Financial

6

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

2015: 150

th

Anniversary

Celebration

1865     1934     1984         2005

2006

2008

2009         2010          2013            2015

At June 30, 2015:

Eight branches

One loan production office

$464 million in loans and loan

growth of $47.1 million, or 11.3%,

since December 31, 2014

$616 million in deposits and

deposit growth of $21.3 million,

or 3.6%, since December 31,

2014

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

7

•

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

–

$386 million in total assets; $263 million in

loans; and $345 million in deposits as of

June 30, 2015

–

Loan growth of $11.0 million, or 4.4%,

since December 31, 2014

•

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

Expansion into Ohio

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. Kassab

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

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

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

Total Deposits

5-Year CAGR:

Total

11.2%

Organic  6.9%

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 June 30, 2015

increased 10.9% and 0.6%, respectively,

compared June 30, 2014

Deposit growth in the second quarter of

2015 includes strong growth in non-

interest bearing  demand deposits of

14.4%, partially offset by a decline in

savings deposits of 2.0%

CNB anticipates strong loan growth and

nominal deposit growth across all of its

markets in 2015

Strong Organic Loan and Deposit Growth

10

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

5-Year CAGR:

14.5%

Organic  10.2%

Total

Total Loans

Diversified Loan Portfolio

$791 million

6.43% yield

11

$1.5 billion

5.05% yield

1-4 Family

34%

Construction

3%

Owner-

Occupied CRE

10%

Non-Owner

Occupied CRE

15%

C&I

28%

Consumer &

Other

10%

12/31/10

1-4 Family

37%

Farm

1%

Construction

3%

Multifamily

4%

Owner-

Occupied CRE

9%

Non-Owner

Occupied CRE

21%

C&I

16%

Consumer &

Other

9%

6/30/15

Attractive Deposit Mix

$1.2 billion

1.42% cost of deposits

12

$1.9 billion

0.53% cost of deposits

0

0

0.00

0

Non-

interest

Bearing

12.1%

MMDA &

Savings

56.1%

Retail CDs

17.5%

Jumbo CDs

14.2%

12/31/10

0

0

0.00

0

Non-

interest

Bearing

13.8%

MMDA &

Savings

75.2%

Retail CDs

6.1%

Jumbo CDs

4.9%

6/30/15

Total Portfolio $640 million

Tax Equivalent Book Yield 2.67%

Modified Duration 4.1 years

Price Change +300 bps (12.3%)

Available-for-Sale Investment Portfolio

June 30, 2015

13

Total Portfolio $686 million

Tax Equivalent Book Yield 2.61%

Modified Duration 4.1 years

Price Change +300 bps (12.2%)

December 31, 2014

U.S. Gov't

Agencies

23%

Municipals

26%

U.S. Gov't

Wrapped

Resi/Multi-

Family Mtgs

39%

SBA

9%

Corporate

3%

Other

0%

U.S. Gov't

Agencies

24%

Municipals

28%

U.S. Gov't

Wrapped

Resi/Multi-

Family Mtgs

36%

SBA

9%

Corporate

3%

Other

0%

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

$5,235

$8,512

$11,316

$15,104

$17,136

$16,679

$23,074

$11,167

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

YTD

Net Income

5-Year

CAGR

+16.1%

0

0

0

0

0.55

0.79

0.87

1.00

1.00

0.88

1.07

1.01

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

YTD

ROAA

0

0

0

0

7.88

12.86

11.62

12.36

12.17

11.38

12.76

11.47

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

YTD

ROAE

0

0

0

0

$0.61

$0.98

$1.06

$1.23

$1.38

$1.29

$1.60

$0.77

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

YTD

Diluted EPS

5-Year

CAGR

+5.8%

Stable Net Interest Margin

16

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

YTD

6.72

5.89

5.23

4.84

4.42

4.15

4.43

4.32

4.33

4.00

3.65

3.59

3.49

3.47

3.82

3.71

2.64

2.07

1.78

1.44

1.08

0.79

0.71

0.71

Net Interest Margin

Yield on Interest Earning Assets

Cost of Interest Bearing Liabilities

0

0

0

0

1.29

1.37

1.35

1.48

1.51

1.25

1.28

1.21

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

Allowance for Loan Losses/

Gross Loans

0

0

0

0

0.42

1.17

0.93

1.09

0.85

0.61

0.47

0.58

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

NPAs/Assets

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

0.28

0.49

0.56

0.38

0.55

0.39

0.21

0.19

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

YTD

NCOs/Average Loans

0

0

0

0

7.06

20.30

14.82

18.85

16.90

14.00

14.25

13.45

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

Texas Ratio

Strong Capital Levels

18

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

0

0

0

0

5.12

5.08

7.05

7.61

7.63

6.34

7.32

7.31

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

Tangible Common

Equity/Tangible Assets*

0

0

0

0

8.40

7.87

8.81

8.22

8.06

7.96

8.39

8.61

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

Leverage Ratio

0

0

0

0

10.80

10.70

14.13

13.89

14.03

12.51

13.06

12.82

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

Tier 1 Risk Based Ratio

0

0

0

0

12.00

11.95

15.38

15.14

15.28

13.72

14.30

14.00

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

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

transactions 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,

tangible

assets

and

tangible

book

value

per

share

are

non-GAAP

financial

measures

calculated

using

GAAP

amounts.

Tangible

common

equity

is

calculated

by

excluding

the

balance

of

goodwill

and

the

core

deposit

intangible

from

the

calculation

of

shareholders’

equity.

Tangible

assets

is

calculated

by

excluding

the

balance

of

goodwill

and

the

core

deposit

intangible

from

the

calculation

of

total

assets.

Tangible

book

value

per

share

is

calculated

by

dividing

tangible

common

equity

by

the

number

of

shares

outstanding.

CNB

believes

that

these

non-GAAP

financial

measures

provide

information

to

investors

that

is

useful

in

understanding

its

financial

condition

because,

in

the

case

of

the

tangible

common

equity

to

tangible

assets

ratio,

the

ratio

is

an

additional

measure

used

to

assess

capital

adequacy

and,

in

the

case

of

tangible

book

value

per

share,

tangible

book

value

per

share

is

an

additional

measure

used

to

assess

the

Corporation’s

value.

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

these

non-GAAP

financial

measures

is

provided

below

(dollars

in

thousands,

except

share

and

per

share

data).

21

Year ended December 31,

($ in thousands)

2009

2010

2011

2012

2013

2014

2Q15

Total Shareholders' Equity

$69,409

$109,645

$131,889

$145,364

$164,911

$188,548

$192,737

Less Goodwill

10,821

10,821

10,821

10,946

27,194

27,194

27,194

Less Core Deposit Intangible

85

-

-

-

4,583

3,403

2,885

Tangible Common Equity

$58,503

$98,824

$121,068

$134,418

$133,134

$157,951

$162,658

Total Assets

$1,161,591

$1,413,511

$1,602,207

$1,773,079

$2,131,289

$2,189,213

$2,253,789

Less Goodwill

10,821

10,821

10,821

10,946

27,194

27,194

27,194

Less Core Deposit Intangible

85

-

-

-

4,583

3,403

2,885

Tangible Assets

$1,150,685

$1,402,690

$1,591,386

$1,762,133

$2,099,512

$2,158,616

$2,223,710

Total Shareholders' Equity / Total Assets

5.98%

7.76%

8.23%

8.20%

7.74%

8.61%

8.55%

Tangible Common Equity / Tangible Assets

5.08%

7.05%

7.61%

7.63%

6.34%

7.32%

7.31%

Tangible Book Value per Share

$6.68

$8.08

$9.78

$10.77

$9.23

$10.97

$11.29

Ending Shares Outstanding

8,761,273

12,237,261

12,377,318

12,475,904

14,427,780

14,404,416

14,404,466