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)

January 31, 2014

CNB FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Pennsylvania	000-13396	25-1450605
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

CNB BANK

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices)

Registrant’s telephone number, including area code: (814) 765-9621

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On January 31, 2014, CNB Financial Corporation (the “Company”) (NASDAQ:CCNE), the parent company of CNB Bank, issued a press release describing its results of operations for the fiscal quarter and the year ended December 31, 2013. That press release is attached hereto as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

The Company intends to use the materials furnished herewith in one or more meetings with investors and/or analysts. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is furnished herewith pursuant to Item 7.01.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of CNB Financial Corporation dated January 31, 2014
99.2	Investor Presentation dated January 31, 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.

	CNB Financial Corporation
Date: February 3, 2014	By:	/s/ Brian W. Wingard
		Brian W. Wingard
		Treasurer

Exhibit Index

Exhibit No.	Description
99.1	Press release of CNB Financial Corporation dated January 31, 2014
99.2	Investor Presentation dated January 31, 2014

EX-99.1

Exhibit 99.1

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

CNB FINANCIAL CORPORATION REPORTS 2013 EARNINGS

Clearfield, Pennsylvania – January 31, 2014

CNB Financial Corporation (“CNB”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the year ended December 31, 2013. Highlights include the following:

• Excluding the effects of realized gains on the sale of available-for-sale securities and merger costs, pre-tax income of $25.1 million for the year ended December 31, 2013, compared to pre-tax income of $22.2 million for the year ended December 31, 2012.

• Net interest income of $59.2 million for the year ended December 31, 2013, an increase of 11.3% over the year ended December 31, 2012.

• Returns on average assets and equity of 0.88% and 11.38%, respectively, for the year ended December 31, 2013, based on net income for the year ended December 31, 2013 of $16.7 million.

• Loans of $1.30 billion at December 31, 2013, including loans acquired from FC Banc Corp. of $248 million, compared to loans of $928 million at December 31, 2012.

• Deposits of $1.84 billion at December 31, 2013, including deposits acquired from FC Banc Corp. of $332 million, compared to deposits of $1.49 billion at December 31, 2012.

• Total non-performing assets of $12.9 million, or 0.61% of total assets, as of December 31, 2013, compared to $15.1 million, or 0.85% of total assets, as of December 31, 2012.

CNB Financial Corporation also successfully closed its previously announced acquisition of FC Banc Corp. (“FC”) on October 11, 2013. Under the terms of the merger agreement, FC merged with and into CNB, with CNB surviving the merger. Additionally, Farmers Citizens Bank, the wholly owned subsidiary of FC, merged with and into CNB Bank, with CNB Bank continuing as the surviving entity. Consideration paid to FC shareholders was approximately $41.6 million, comprised of approximately $8.0 million in cash and 1,873,879 shares of CNB common stock valued at approximately $33.6 million based on the October 11, 2013 closing price of $17.91 per share. Goodwill of $16.2 million arising from the transaction consisted largely of synergies and the cost savings resulting from the combining of the operations of CNB and FC.

Joseph B. Bower, Jr., President and CEO, commented, “The year 2013 was significant in the history of CNB. We completed our first multi-branch whole bank acquisition, resulting in total assets in excess of $2 billion following the merger. In spite of the merger costs that were incurred in 2013, CNB was able to produce solid earnings for our shareholders. We expect that FCBank will provide strong organic growth in 2014 and beyond.”

Net Interest Income and Margin

During the year ended December 31, 2013, net interest income increased $6.0 million, or 11.3%, compared to the year ended December 31, 2012. Net interest margin on a fully tax equivalent basis was 3.46% for the year ended December 31, 2013, compared to 3.49% for the year ended December 31, 2012. The effect on the 2013 net interest margin of the accretion of the fair value adjustment on the loan portfolio and time deposits acquired from FC was less than one basis point.

Although the yield on earning assets decreased from 4.42% during the year ended December 31, 2012 to 4.15% during the year ended December 31, 2013, CNB’s average earning assets increased from $1.62 billion to $1.79 billion, or 10.8%. During the year ended December 31, 2013, average deposits increased $168.2 million, or 11.6%, as compared to December 31, 2012. However, total interest expense for the year ended December 31, 2013 decreased by $2.7 million, or 18.2%, compared to the year ended December 31, 2012, as a result of a decrease in the cost of funds from 1.08% in 2012 to 0.79% in 2013.

CNB’s strong and growing deposit base and low cost of funds has offset the decline in yield on earning assets as the company has been prudent in managing its deposit rates, resulting in the increase in net interest income.

Asset Quality

During the year ended December 31, 2013, CNB recorded a provision for loan losses of $6.1 million, as compared to a provision for loan losses of $6.4 million for the year ended December 31, 2012. The provision for loan losses was $1.2 million and $2.3 million during the three months ended December 31, 2013 and 2012, respectively. At December 31, 2013, the ratio of the allowance for loan losses to loans was 1.25%, compared to 1.67% at September 30, 2013 and 1.52% at December 31, 2012. In connection with its acquisition of FC in the fourth quarter of 2013, CNB recorded a fair value adjustment on the acquired loan portfolio of $8.7 million and there was no carryover of the allowance for loan losses that was previously recorded by FC, resulting in the decrease in the ratio of the allowance for loan losses to total loans.

During the quarter ended December 31, 2013, two impaired commercial real estate loans with a recorded balance totaling $3.1 million at September 30, 2013 were repaid, resulting in an aggregate chargeoff of $390 thousand. In addition, a chargeoff of $500 thousand was recorded in the fourth quarter for one impaired commercial & industrial loan which had a recorded balance of $955 thousand at September 30, 2013. No additional loan loss provision was required in the fourth quarter for these three loans.

Unsecured consumer loans to two related borrowers totaling $498 thousand were charged off in the fourth quarter due to a rapid deterioration in the borrowers’ ability to repay the loans. An associated loan loss provision of $498 thousand was recorded in the fourth quarter.

Finally, foreclosure proceedings were completed on a commercial real estate loan in the fourth quarter, resulting in an additional loan loss provision of $152 thousand, a chargeoff of $197 thousand, and a transfer of the associated remaining loan balance to other real estate owned of $800 thousand.

Regulatory Capital Ratios

At December 31, 2013, CNB had Tier 1 and Total risk-based regulatory capital ratios of 12.51% and 13.72%, respectively, compared to 13.71% and 14.96% at September 30, 2013 and 14.03% and 15.28% at December 31, 2012. At December 31, 2013, CNB had a tangible book value of $9.23 per share and a ratio of tangible common equity to tangible assets of 6.34%, compared to $9.57 per share and 6.56% at September 30, 2013 and $10.77 per share and 7.63% at December 31, 2012. During the fourth quarter of 2013, CNB issued 1,873,879 shares of common stock at a fair value of $17.91 per share in connection with its acquisition of FC. In addition, CNB recorded goodwill of $16.2 million and a core deposit intangible asset of $4.8 million. The decrease in tangible book value per share and the ratio of tangible common equity to tangible assets from December 31, 2012 to September 30, 2013 and December 31, 2013 is primarily attributable to the decline in fair value of CNB’s available-for-sale securities in relation to book value as a result of the increase in intermediate and long-term interest rates. The decrease in the Tier 1 and Total risk-based regulatory capital ratios from December 31, 2012 and September 30, 2013 to December 31, 2013 resulted from CNB’s addition of a significant portfolio of commercial real estate loans in the fourth quarter of 2013 in conjunction with its merger with FC Banc Corp.

Non-Interest Income

Excluding the effects of securities transactions, non-interest income was $12.7 million for the year ended December 31, 2013, compared to $10.7 million for the year ended December 31, 2012. Net realized gains on available-for-sale securities were $355 thousand during the year ended December 31, 2013, compared to $1.4 million during the year ended December 31, 2012. Net realized and unrealized gains on trading securities were $728 thousand during the year ended December 31, 2013, compared to $564 thousand during the year ended December 31, 2012.

Wealth and asset management fees increased from $1.8 million during the year ended December 31, 2012 to $2.4 million during the year ended December 31, 2013 due to increases in assets under management resulting from CNB’s strategic focus to grow its Wealth and Asset Management Division. During the year ended December 31, 2013, CNB recorded $1.6 million in income from bank owned life insurance policies, including $576 thousand representing the excess of the face value of certain policies over their cash surrender values resulting from the maturity of the policies.

Non-Interest Expenses

Total non-interest expenses increased $7.9 million, or 21.9%, during the year ended December 31, 2013 compared to the year ended December 31, 2012. Non-interest expenses for the year ended December 31, 2013 includes merger related expenses of $2.4 million and amortization of a core deposit intangible asset of $251 thousand. CNB recorded a core deposit intangible asset in connection with its acquisition of FC of $4.8 million, which is being amortized using an accelerated method over a 7 year period.

Salaries and benefits expenses increased $2.8 million, or 14.9%, during the year ended December 31, 2013 compared to the year ended December 31, 2012, due to routine merit increases, an increase in average full-time equivalent employees, and increases in certain employee benefit expenses, such as health insurance premiums, which continue to increase in line with market conditions. Net occupancy expenses increased $855 thousand, or 18.4%, during the year ended December 31, 2013 compared to the year ended December 31, 2012, as a result of anticipated increases in repair, maintenance, and utility expenses, as well as increases in depreciation expense for recently completed projects and asset purchases.

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated post-merger assets of approximately $2.1 billion that conducts business primarily through CNB Bank, CNB’s principal subsidiary. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, a loan production office, and 29 full-service offices in Pennsylvania, including ERIEBANK, a division of CNB Bank, as well as 8 full-service offices in central Ohio conducting business as FCBank, a division of CNB Bank. More information about CNB and CNB Bank may be found on the internet at www.bankcnb.com.

Forward-Looking Statements

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

The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. CNB undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.

Financial Tables

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

	(unaudited)
	Three Months Ended									Twelve Months Ended
	December 31,									December 31,
	(Dollars in thousands, except share and per share data)
										(unaudited)
	2013			2012			% change			2013			2012			% change
Income Statement
Interest income	$	20,489		$	16,965			20.8	%	$	71,416		$	68,129			4.8	%
Interest expense		3,210			3,377			-4.9	%		12,212			14,920			-18.2	%
Net interest income		17,279			13,588			27.2	%		59,204			53,209			11.3	%
Provision for loan losses		1,247			2,343			-46.8	%		6,138			6,381			-3.8	%
Net interest income after provision for loan losses		16,032			11,245			42.6	%		53,066			46,828			13.3	%
Non-interest income
Wealth and asset management fees		699			508			37.6	%		2,426			1,819			33.4	%
Service charges on deposit accounts		1,209			1,086			11.3	%		4,272			4,106			4.0	%
Other service charges and fees		618			501			23.4	%		2,179			1,868			16.6	%
Net realized gains (losses) on available-for-sale securities		27			(21	)		NA			355			1,379			-74.3	%
Net realized and unrealized gains on trading securities		231			109			111.9	%		728			564			29.1	%
Mortgage banking		307			304			1.0	%		940			990			-5.1	%
Bank owned life insurance		110			221			-50.2	%		1,552			973			59.5	%
Other		475			198			139.9	%		1,314			965			36.2	%
Total non-interest income		3,676			2,906			26.5	%		13,766			12,664			8.7	%
Non-interest expenses
Salaries and benefits		5,900			4,718			25.1	%		21,717			18,893			14.9	%
Net occupancy expense of premises		1,674			1,257			33.2	%		5,506			4,651			18.4	%
FDIC insurance premiums		336			299			12.4	%		1,266			1,115			13.5	%
Merger costs		1,067			—			NA			2,396			—			NA
Intangible amortization		251			—			NA			251			—			NA
Other		3,767			2,616			44.0	%		12,677			11,286			12.3	%
Total non-interest expenses		12,995			8,890			46.2	%		43,813			35,945			21.9	%
Income before income taxes		6,713			5,261			27.6	%		23,019			23,547			-2.2	%
Income tax expense		1,985			1,371			44.8	%		6,340			6,411			-1.1	%
Net income	$	4,728		$	3,890			21.5	%	$	16,679		$	17,136			-2.7	%
Average diluted shares outstanding		14,146,379			12,438,228						12,880,636			12,403,110
Diluted earnings per share	$	0.33		$	0.31			6.5	%	$	1.29		$	1.38			-6.5	%
Cash dividends per share	$	0.165		$	0.165			0.0	%	$	0.660		$	0.660			0.0	%
Payout ratio		50	%		53	%					51	%		48	%
Average Balances
Loans, net of unearned income	$	1,291,482		$	916,796					$	1,052,429		$	892,908
Total earning assets		1,997,675			1,652,019						1,792,773			1,617,359
Total assets		2,134,875			1,754,164						1,894,861			1,714,175
Total deposits		1,842,866			1,480,775						1,613,982			1,445,758
Shareholders’ equity		167,529			146,297						146,563			140,851
Performance Ratios (quarterly information annualized)
Return on average assets		0.89	%		0.89	%					0.88	%		1.00	%
Return on average equity		11.29	%		10.64	%					11.38	%		12.17	%
Net interest margin (FTE)		3.70	%		3.49	%					3.47	%		3.49	%
Loan Charge-Offs
Net loan charge-offs	$	2,230		$	1,932					$	3,960		$	4,936
Net loan charge-offs / average loans		0.69	%		0.84	%					0.38	%		0.55	%

The following is a non-GAAP disclosure of pre-tax net income excluding the effects of net realized gains on the sale of available for sale securities and one-time merger costs:

	(unaudited)								(unaudited)
	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	(Dollars in thousands)
	2013			2012		% change			2013			2012			% change
Pre-tax net income, GAAP basis	$	6,713		$	5,261		27.6	%	$	23,019		$	23,547			-2.2	%
Net realized (gains) losses on available-for-sale securities		(27	)		21		n/a			(355	)		(1,379	)		-74.3	%
Merger costs		1,067			—		n/a			2,396			—			n/a
Pre-tax net income, non-GAAP	$	7,753		$	5,282		46.8	%	$	25,060		$	22,168			13.0	%

	(unaudited)			(unaudited)
	December 31,			September 30,			December 31,			% change versus
	2013			2013			2012			9/30/13			12/31/12
	(Dollars in thousands, except share and per share data)
Ending Balance Sheet
Loans, net of unearned income	$	1,295,363		$	1,028,971		$	927,824			25.9	%		39.6	%
Loans held for sale		487			399			2,398			22.1	%		-79.7	%
Investment securities		690,118			704,889			741,770			-2.1	%		-7.0	%
FHLB and other equity interests		7,533			7,580			6,684			-0.6	%		12.7	%
Other earning assets		4,139			4,375			3,536			-5.4	%		17.1	%
Total earning assets		1,997,640			1,746,214			1,682,212			14.4	%		18.8	%
Allowance for loan losses		(16,234	)		(17,221	)		(14,060	)		-5.7	%		15.5	%
Goodwill		27,194			10,946			10,946			148.4	%		148.4	%
Core deposit intangible		4,583			—			—			NA			NA
Other assets		118,106			97,480			93,981			21.2	%		25.7	%
Total assets	$	2,131,289		$	1,837,419		$	1,773,079			16.0	%		20.2	%
Non interest-bearing deposits	$	221,293		$	189,362		$	175,239			16.9	%		26.3	%
Interest-bearing deposits		1,614,021			1,362,919			1,309,764			18.4	%		23.2	%
Total deposits		1,835,314			1,552,281			1,485,003			18.2	%		23.6	%
Borrowings		87,950			122,976			97,806			-28.5	%		-10.1	%
Subordinated debt		20,620			20,620			20,620			0.0	%		0.0	%
Other liabilities		22,494			10,776			24,286			108.7	%		-7.4	%
Common stock		—			—			—			NA			NA
Additional paid in capital		77,923			44,065			44,223			76.8	%		76.2	%
Retained earnings		97,066			94,718			88,960			2.5	%		9.1	%
Treasury stock		(633	)		(1,179	)		(1,743	)		-46.3	%		-63.7	%
Accumulated other comprehensive income (loss)		(9,445	)		(6,838	)		13,924			38.1	%		-167.8	%
Total shareholders’ equity		164,911			130,766			145,364			26.1	%		13.4	%
Total liabilities and shareholders’ equity	$	2,131,289		$	1,837,419		$	1,773,079			16.0	%		20.2	%
Ending shares outstanding		14,427,780			12,514,138			12,475,904
Book value per share	$	11.43		$	10.45		$	11.65
Tangible book value per share (*)	$	9.23		$	9.57		$	10.77
Capital Ratios
Tangible common equity / tangible assets (*)		6.34	%		6.56	%		7.63	%
Leverage ratio		7.96	%		8.05	%		8.06	%
Tier 1 risk based ratio		12.51	%		13.71	%		14.03	%
Total risk based ratio		13.72	%		14.96	%		15.28	%
Asset Quality
Non-accrual loans	$	11,573		$	14,188		$	14,445
Loans 90+ days past due and accruing		344			123			357
Total non-performing loans		11,917			14,311			14,802
Other real estate owned		986			176			325
Total non-performing assets	$	12,903		$	14,487		$	15,127
Loans modified in a troubled debt restructuring (TDR):
Performing TDR loans	$	8,006		$	7,985		$	9,961
Non-performing TDR loans **		4,130			5,271			1,660
Total TDR loans	$	12,136		$	13,256		$	11,621
Non-performing assets / Loans + OREO		1.00	%		1.41	%		1.63	%
Non-performing assets / Total assets		0.61	%		0.79	%		0.85	%
Allowance for loan losses / Loans		1.25	%		1.67	%		1.52	%

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

** - Nonperforming TDR loans are also included in the balance of non-accrual loans in the previous table.

	(Dollars in thousands, except share and per share data)
	(unaudited)			(unaudited)
	December 31,			September 30,			December 31,
	2013			2013			2012
Shareholders’ equity	$	164,911		$	130,766		$	145,364
Less goodwill		27,194			10,946			10,946
Less core deposit intangible		4,583			—			—
Tangible common equity	$	133,134		$	119,820		$	134,418
Total assets	$	2,131,289		$	1,837,419		$	1,773,079
Less goodwill		27,194			10,946			10,946
Less core deposit intangible		4,583			—			—
Tangible assets	$	2,099,512		$	1,826,473		$	1,762,133
Ending shares outstanding		14,427,780			12,514,138			12,475,904
Tangible book value per share	$	9.23		$	9.57		$	10.77
Tangible common equity/Tangible assets		6.34	%		6.56	%		7.63	%

EX-99.2

Investor Meetings

February 2014

Exhibit 99.2

Forward-Looking Statements

2

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.

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;

and (xvi) 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.

CNB Financial Overview

CNB Financial is a full-service bank,

headquartered in Clearfield, PA, providing

services, including trust and wealth

management, to individuals, businesses,

governments, and institutional customers

As of December 31, 2013:

3

Source:

SNL

Financial

and

company

data.

Information

and

data

as

of

December

31,

2013.

•

Assets: $2.1 billion

•

Loans: $1.3 billion

•

Deposits: $1.8 billion

Operates 37 branches in North Central

Pennsylvania and Ohio through its principal

subsidiary, CNB Bank

CNB Bank is a regional independent

community bank operating:

•

22 branches in North Central

Pennsylvania

•

7 full-service branches through

ERIEBANK, a division of CNB Bank

headquartered in Erie, PA

•

8 full-service branches through its

newest division FCBank,

headquartered in Bucyrus, Ohio

•

Holiday Financial Services: Consumer

loan company with 11 offices

NASDAQ-listed under the symbol “CCNE”

Strong Balance Sheet Growth

•

Successfully closed on previously announced acquisition of FC Banc Corp during the fourth quarter

•

Loans of $1.3 billion at December 31, 2013 represents 39.6% growth over December 31, 2012, comprising of

26.7% from the FC acquisition and organic growth of 12.9%

•

Deposits of $1.8 billion at December 31, 2013 represents 23.6% growth over December 31, 2012, comprising

of 22.4% from the FC acquisition and organic growth of 1.23%

Profitability

•

Pre-tax net income of $25.1 million* excluding gain on sale of investment securities and merger costs in 2013,

up 13.0% from the prior year

•

Return on assets of .88% and return on equity of 11.38%

•

Net interest margin of 3.47%

Superior Asset Quality

•

Nonperforming assets to total assets of 0.61%

•

Net charge-offs to average loans of 0.38%

•

Allowance for loan losses to loans of 1.25%

Capital

•

Tangible common equity to tangible assets of 6.34%*

•

Leverage ratio of 7.96%

•

Tier 1 Risk Based Ratio of 12.51%

•

Total Risk Based Capital Ratio of 13.72%

2013 Highlights

4

Note: Financial data as of or for the full year ended December 31, 2013

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

5

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

History of CNB Financial

6

Created

bank

division

with

"blank

sheet

of

paper“

in

2005

–

Opportunity to build commercial based service model

Market

not

overbanked,

yet

dominated

by

larger

players

–

PNC,

Citizens

–

Opportunity

magnified

through

NCC

acquisition

and

entry

of

First

Niagara

–

Smaller customers being neglected by larger institutions

Significantly greater population than our home markets

–

Erie is fourth largest city in Pennsylvania

Central location between Buffalo-Cleveland-Pittsburgh

Approximately 13,000 businesses in Erie county

Historically manufacturing economy making transition to service industries

Major employers: GE Transportation, Erie Insurance, Plastek Group, Hamot

Strong health care component

Four universities

2010

Lake Erie

NY

PA

OH

Expansion into Erie

Today

7

At December 31, 2013:

Seven branches

$366 million in loans

$580 million in deposits

FC Banc Corp. Transaction Benefits

•

Provided entrance into Central Ohio with an acquisition of meaningful size and scale

–

Entrance

into

5

new

markets,

similar

to

those

that

CNB

currently

serves,

with

dominant

market share position

–

$360 million in total assets; $248 million in loans; and $332 million in deposits

•

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

•

Significant

accretion

to

EPS

expected

in

the

first

full

combined

year

without

significant

TBV

dilution

–

5.4%

EPS

accretion

expected

in

first

full

year

with

TBV

dilution

earned

back

by

the

end

of 2014

8

Experienced Management Team

Years at

Years in

Executive

Title

CCNE

Industry

Joseph B. Bower Jr.

President & Chief Executive Officer

17

21

Mark D. Breakey

EVP & Chief Credit Officer

23

29

David J. Zimmer

President of ERIEBANK

9

30

Brian W. Wingard

Treasurer and Chief Financial Officer

6

6

Joseph E. Dell Jr.

SVP & Senior Commercial Lending Officer

1

30

Richard L. Greslick Jr.

Secretary and SVP/Administration

16

16

Vincent C. Turiano

SVP of Operations

5

41

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 1/24/14

10

Strong Organic Loan and Deposit Growth

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

The Bank strives to be more

customer-driven than its competitors

and builds long-term customer

relationships by being reliable and

competitively priced

11

Total Loans

Total Deposits

5-Year

CAGR:

Organic 9.5%

5-Year

CAGR:

Total 17.6%

Organic 13.0%

Total 14.2%

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

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

Diversified Loan Portfolio

$795 million

6.43% yield

$1.3 billion

5.18% yield

12

0

0

0.00

0

Residential

Mortgage

33.2%

Commercial

Real Estate

26.8%

C&I

32.4%

Consumer

7.6%

12/31/10

0

0

0

Residential

Mortgage

35.1%

Commercial

Real Estate

38.3%

C&I

21.4%

Consumer

5.2%

12/31/13

Attractive Deposit Mix

$1.2 billion

1.42% cost of deposits

$1.8 billion

0.56% cost of deposits

13

Non-

interest

Bearing

12.1%

Savings

56.1%

Retail CDs

17.5%

Jumbo CDs

14.2%

12/31/10

Non-

interest

Bearing

12.1%

MMDA &

Savings

73.5%

Retail CDs

7.4%

Jumbo CDs

7.0%

12/31/13

Deposit Market Share

Source:  SNL Financial. Deposit market share as of June 30, 2013

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

11

449,038

33.96

3.26

2.52

1,322,107

0.06

0.19

Erie, PA

5

4

426,736

10.09

6.13

51.94

4,228,343

3.57

5.56

Elk, PA

2

4

165,653

24.09

3.34

11.21

687,547

2.05

1.29

Crawford, OH

2

2

132,660

17.81

6.93

5.52

744,874

0.46

1.20

Crawford, PA

5

2

124,153

10.17

39.24

-

1,220,579

4.25

2.68

Mc Kean, PA

3

3

122,177

14.73

3.55

10.75

829,566

2.69

4.91

Franklin, OH

17

2

111,671

0.26

0.47

23.97

42,412,438

6.91

10.37

Centre, PA

9

1

84,641

3.16

7.94

11.64

2,680,576

7.21

7.26

Jefferson, PA

5

1

60,432

6.79

0.54

11.50

890,119

(1.18)

1.29

Warren, PA

4

1

59,694

7.03

(3.01)

33.49

848,819

5.83

4.70

Cambria, PA

10

1

51,717

1.87

0.87

6.33

2,770,851

(0.21)

2.47

Knox, OH

6

1

36,705

4.98

5.30

12.63

736,557

2.55

3.39

Morrow, OH

4

1

32,294

16.34

1.23

7.16

197,582

3.78

2.29

Richland, OH

13

1

10,753

0.63

10.32

-

1,705,766

(2.10)

1.43

Holmes, OH

9

1

2,880

0.39

-

-

730,505

3.50

6.27

Indiana, PA

9

1

2,645

0.11

-

-

2,436,997

20.10

4.62

Total

37

1,873,849

2.91

6.02

14.83

64,443,226

5.93

7.82

14

Improved Profitability

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

15

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

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 + LLR.

0

0

0

0

0.42

1.17

0.93

1.09

0.85

0.61

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

NPAs/Assets

0

0

0

0

0.28

0.49

0.56

0.38

0.55

0.38

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

NCOs/Average Loans

0

0

0

0

1.29

1.37

1.35

1.48

1.51

1.25

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Loan Loss Reserves/Gross

Loans

0

0

0

0

7.06

20.30

14.82

18.85

16.90

8.64

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Texas Ratio

17

Strong Capital Levels

0

0

0

0

5.12

5.08

7.05

7.61

7.63

6.34

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Tangible Common

Equity/Tangible Assets*

0

0

0

0

8.40

7.87

8.81

8.22

8.06

7.96

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Leverage Ratio

0

0

0

0

10.80

10.70

14.13

13.89

14.03

12.51

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Tier 1 Risk Based Ratio

0

0

0

0

12.00

11.95

15.38

15.14

15.28

13.72

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Total Risk Based Ratio

18

* Please

see

the

Appendix

for

a

reconciliation

of

non-GAAP

financial

information.

CNB’s Growth Strategy

Organic

/

De

Novo

Growth

Strategy

Acquisition

Strategy

19

ERIEBANK growth continues to be

strong

Continue to open loan production

offices to fill-in our markets

FCBank market provides for organic

growth through new offices and

additional lenders

Expand our presence into new

markets that fit our business

model (i.e. FCBank)

Bring significant talent

M&A is not a priority in our growth

strategy; however, we will remain

opportunistic and would consider a

transaction that would:

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)

2008

2009

2010

2011

2012

2013

Total Shareholders' Equity

$62,467

$69,409

$109,645

$131,889

$145,364

$164,911

Less Goodwill

10,821

10,821

10,821

10,821

10,946

27,194

Less Other Intangible Assets

185

85

-

-

-

4,583

Tangible Common Equity

$51,461

$58,503

$98,824

$121,068

$134,418

$133,134

Total Assets

$1,016,518

$1,161,591

$1,413,511

$1,602,207

$1,773,079

$2,131,289

Less Goodwill

10,821

10,821

10,821

10,821

10,946

27,194

Less Other Intangible Assets

185

85

-

-

-

4,583

Tangible Assets

$1,005,512

$1,150,685

$1,402,690

$1,591,386

$1,762,133

$2,099,512

Total Shareholders' Equity / Total Assets

6.15%

5.98%

7.76%

8.23%

8.20%

7.74%

Tangible Common Equity / Tangible Assets

5.12%

5.08%

7.05%

7.61%

7.63%

6.34%

Non-GAAP Financial Reconciliation

The following is a non-GAAP disclosure of net income excluding the effects of net realized gains on the sale of available for

sale securities and one-time merger costs:

22

Year ended December 31,

($ in thousands)

2012

2013

Pre-tax net income, GAAP basis

$23,547

$23,019

Net realized gains on available-for-sale securities

(1,379)

(355)

Merger costs

-

2,396

Pre-tax net income, non-GAAP

$22,168

$25,060

Effective tax rate

After-tax net income, GAAP basis

$17,136

$16,679

Net realized gains on available-for-sale securities

(896)

(231)

Merger costs, net of tax

-

1,362

After-tax net income, non-GAAP

$16,240

$17,810