8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 2, 2014

DNB Financial Corporation

__________________________________________

(Exact name of registrant as specified in its charter)

Pennsylvania	1-34242	23-2222567
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4 Brandywine Avenue, Downingtown, Pennsylvania		19335
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (610) 269-1040

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01  REGULATION FD DISCLOSURE

The Registrant hereby furnishes its slide presentation which it intends to present at a series of investor meetings hosted by Raymond James in Chicago, Illinois on Tuesday, September 2, 2014. A copy of the slide presentation is attached to this report as Exhibit 99.1 and incorporated by reference herein.

The information in this Current Report on Form 8-K, including the exhibit attached hereto and incorporated by reference into this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information, including the exhibit attached hereto, shall not be deemed incorporated by reference into any of the Corporation’s reports or filings with the SEC, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing. The information in this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description of Exhibit
Exhibit 99.1	DNB Financial Corporation slide presentation to be presented at a series of investor meetings hosted by Raymond James in Chicago, Illinois on Tuesday, September 2, 2014.

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 hereunto duly authorized.

	DNB Financial Corporation
September 2, 2014	By:	/s/ Gerald F. Sopp
		Name: Gerald F. Sopp
		Title: Chief Financial Officer and Executive Vice President

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
Exhibit 99.1	DNB Financial Corporation slide presentation to be presented at a series of investor meetings hosted by Raymond James in Chicago, Illinois on Tuesday, September 2, 2014.

EX-99.1

DNB Financial Corporation

Investor Overview Presentation

Summer 2014

Forward-looking statements:Certain statements contained in this presentation are forward-looking in nature. These include all

       statements about DNB's plans, objectives, expectations and other statements that are not historical

       facts, and usually use words such as "expect," "anticipate," "believe" and similar expressions. Such

       statements represent management's current beliefs, based upon information available at the time

       the statements are made, with regard to the matters addressed. All forward-looking statements

       are subject to risks and uncertainties that could cause DNB's actual results or financial condition to

       differ materially from those expressed in or implied by such statements. Factors of particular

       importance to DNB include, but are not limited to: (1) changes in general, national or regional economic

       conditions; (2) changes in interest rates; (3) changes in loan default and charge-off rates; (4) changes in

       deposit levels; (5) changes in levels of income and expense in non-interest income and expense related
activities; (6) residential mortgage and secondary market activity; (7) changes in accounting and

       regulatory guidance applicable to banks; (8) price levels and conditions in the public securities markets

       generally; (9) competition and its effect on pricing, spending, third-party relationships and revenues;

       and (10) changes in regulation resulting from or relating to financial reform legislation. DNB does not

       undertake any obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

Non-GAAP Financial Measures:This presentation includes non-GAAP financial measures. Information about any such non-GAAP

      financial measures, including a reconciliation of those measures to GAAP, can be found in the

      presentation and/or in our SEC reports available on our website at http://investors.dnbfirst.com/.

FORWARD-LOOKING STATEMENTS & ADDITIONAL

INFORMATION

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I.Corporate Overview/Compelling Investment Opportunity (Pages 4-7)

II.Strong Market Drives Opportunity (Pages 8-19)

III.Consistent Performance, Stable Growth & Financial Trends (Pages 20-31)

IV.Experienced Management and Board Leadership (Pages 32-38)

V.Invest in DNBF (Pages 39-42)

TABLE OF CONTENTS

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CORPORATE OVERVIEW

Founded: 1860, The oldest National Bank in the greater
Philadelphia Region

Headquarters: Downingtown, Chester County, Pennsylvania

NASDAQ Ticker: DNBF

Total Assets: $685 million

Deposits: $576 million

Total Equity: $62 million

Branch Offices: 13

Share Price: $21.25 ($22.00 as of August 25, 2014)

Market Cap: $59 million

Shares Outstanding: 2.8 million

Snapshot June 30, 2014

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COMPELLING INVESTMENT OPPORTUNITY

Snapshot June 30, 2014

•High quality footprint, serving growing, diversified and affluent markets in
  Chester and Delaware Counties, Pennsylvania

•Book value per share has grown from $16.18 in 2Q 2013 to $17.62 in 2Q
  2014

•High level of low cost core deposits: Cost of Deposits - .25% YTD or .23% QTD
  and Composite Cost of Funds - .40% YTD or .38% QTD

•Increasing momentum in non-Interest income has grown and now generates
  $1 million per quarter with about 29% coming from wealth management

•     Strong liquidity combined with the ability to shift earning assets from
   investments to loans willcontribute to higher margins over time

•Superior asset quality - NPL/Gross Loans of 1.18%

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COMPELLING INVESTMENT OPPORTUNITY

•Well capitalized, highly liquid, with clean, conservative balance sheet

•Well positioned to grow to $1 billion-plus in assets

•Strong Market Demographics

•Favorable loan and low cost deposit trends

•Provenmanagement team generating results since 2007

•Historic quarterly cash dividend

•Focus on Relationship Banking

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KEY INITIATIVES & MILESTONES

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Strong Market Drives Opportunity

8

ESTABLISHED PRESENCE IN ATTRACTIVE

SOUTHEASTERN PENNSYLVANIA MARKET

9

MARKET OVERVIEW AND DEMOGRAPHICS

Largest Market: Chester County, PA

•Fast Growing: Population (est.) 509,468 in 2013, representing an increase of
  10,582 from the 2010 Census (2014 data not available)

•Most Affluent County in PA:Median Household Income is $86,184,
   significantly above U.S. average of $51,371, and the county ranks 14th
   nationally in disposable income (highest income county in the state)

•Diverse Economy: the largest industry is manufacturing which represents
        23.1% of the workforce, retail trade is the major employer making up 13.8%

        of the employment and the North East portion of the county is a booming
        corridor of high tech pharmaceutical companies (Chester County Chamber of
        Commerce)

11

Growing Banking Presence: Delaware County, PA

•Population (est.) 561,098 in 2013, representing an increase of 2,994 from the
   2010 Census (2014 data not available)

•Median Household Income is $64,242, above U.S. average of $51,371

•Fifth most populous county in the state of PA, conducive for expanded
   banking services growth

•In excess of 7,200 businesses (over $500,000 in sales)

MARKET OVERVIEW AND DEMOGRAPHICS

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•Continue to attract low cost core deposits

•Grow fee revenue as a percentage of total revenues by investing in new
business lines, building full client relationships and maximizing significant
untapped cross-sell potential

•Build relationship banking in retail and commercial while providing a
consistent DNB First customer experience

•Maximize the potential of technology, social media and mobile delivery

•Capture additional business with wealth management, insurance and
Mortgage Banking

•Explore accretive Bank & non-Bank acquisition opportunities in Delaware
and Chester counties, as well as in contiguous markets

STRATEGY TO SERVE OUR MARKETS
AND GROW

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HIGH LEVEL OF LOW

COST CORE DEPOSITS

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Core Deposits includes: Demand Deposit, NOW , MMDA & Savings
(excludes CD’s)

DETAILED LOAN PORTFOLIO COMPOSITION

Loan Type	$ Balance	Percent
Commercial RE OO	87,740	19.99%
Commercial RE NOO	90,025	20.51%
Residential 1-4	67,265	15.32%
Commercial & Industrial	55,987	12.75%
Residential 5+	33,213	7.57%
SBA/USDA Guaranteed	32,281	7.35%
Construction	24,051	5.48%
Home Equity LOC	25,614	5.83%
Municipal/Govt/Non-Profit	6,539	1.49%
Home Equity	7,184	1.64%
Consumer	7,257	1.65%
Farmland	1,864	0.42%
Total	439,022	100.00%

Snapshot June 30, 2014

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LOAN PORTFOLIO

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DNB’s Financial Strength, Consistent

Performance, Stable Growth and Financial
Trends

20

EXECUTIVE SUMMARY

21

EARNINGS & PER SHARE DATA

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$2,054

EARNINGS & PER SHARE DATA

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EARNINGS & PER SHARE DATA

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EXECUTIVE SUMMARY

Performance Ratios	2013 Q2	2013 Q3	2013 Q4	2014 Q1	2014 Q2
Return on average assets	0.76%	0.20%	0.70%	0.62%	0.67%
Return on average equity	8.60%	2.28%	7.86%	6.78%	7.35%
Return on average tangible equity	8.65%	2.29%	7.89%	6.81%	7.38%
Net interest margin	3.35%	3.21%	3.31%	3.36%	3.36%
Efficiency ratio	66.98%	70.84%	70.15%	73.63%	71.97%

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PERFORMANCE RATIOS

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PERFORMANCE RATIOS

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PERFORMANCE RATIOS

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EXECUTIVESUMMARY

Asset Quality Ratios	2013 Q2	2013 Q3	2013 Q4	2014 Q1	2014 Q2
Net Charge-offs to average loans	0.20%	1.02%	0.01%	0.06%	0.03%
Non-performing loans/Total loans	2.60%	1.40%	1.38%	1.26%	1.18%
Allowance for credit loss/Total loans	1.72%	1.08%	1.11%	1.10%	1.11%
Allowance for credit loss/Non- performing loans	65.94%	77.04%	80.73%	87.59%	94.62%

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ASSET QUALITY RATIOS

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EXECUTIVESUMMARY

Capital Ratios	2013 Q2	2013 Q3	2013 Q4	2014 Q1	2014 Q2
Total equity/Total assets	8.60%	8.89%	8.86%	8.83%	9.00%
Tangible equity/Tangible assets	8.58%	8.87%	8.84%	8.78%	8.95%
Tangible common equity/Tangible assets	6.63%	6.87%	6.87%	6.88%	7.06%
Tier 1 leverage ratio	10.42%	10.39%	10.61%	10.72%	10.76%
Tier 1 risk-based capital ratio	15.22%	15.18%	15.35%	15.00%	14.88%
Total risk-based capital ratio	16.47%	16.16%	16.40%	16.04%	15.92%

31

Experienced Management and Board
Leadership

32

Invest in DNB Financial

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DNBF STOCK PERFORMANCE

Security or Index	2013 Return
DNBF*	33.87%
NASDAQ Bank Index*	39.33%
KBW Bank Index*	34.71%

Closing price on Dec 27, 2013:$20.75

Closing price on August 25, 2014:$22.00

*Source: Bloomberg

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INVESTOR RELATIONS CONTACT

Gerald F. Sopp

484.359.3138

gsopp@dnbfirst.com

http://investors.dnbfirst.com/

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For more information, Investors may
contact:

THANK YOU

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