EX-99.1 7 d444521dex991.htm EX-99.1

Exhibit 99.1

TABLE OF CONTENTS

Consolidated Financial Highlights |  |  | 3 |
Message to Shareholders |  |  | 4 |
Executive Management and Board of Directors |  |  | 7 |
Officers |  |  | 8 |
Shareholder Information |  |  | 10 |

CNB FINANCIAL CORPORATION | 2012 ANNUAL REPORT HIGHLIGHTS |  |  | 2 |

CONSOLIDATED FINANCIAL HIGHLIGHTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

FOR THE YEAR |  | 2012 |  |  | 2011 |  |  | % Change |
Interest Income |  | $ | 68,129 |  |  |  | 65,712 |  |  |  | 3.7 | %
Interest Expense |  |  | 14,920 |  |  |  | 17,579 |  |  |  | (15.1 | %)
Net Interest Income |  |  | 53,209 |  |  |  | 48,133 |  |  |  | 10.5 | %
Non-interest Income |  |  | 12,561 |  |  |  | 10,719 |  |  |  | 17.2 | %
Non-interest Expense |  |  | 35,945 |  |  |  | 33,282 |  |  |  | 8.0 | %
Net Income |  |  | 17,136 |  |  |  | 15,104 |  |  |  | 13.5 | %
Net Income Return on: |  |  |  |  |  |  |  |  |  |  |  |
Average Assets |  |  | 1.00 | % |  |  | 1.00 | % |  |  |  |
Average Equity |  |  | 12.17 | % |  |  | 12.36 | % |  |  |  |
AT YEAR END |  |  |  |  |  |  |  |  |  |  |  |
Assets |  | $ | 1,773,079 |  |  | $ | 1,602,207 |  |  |  | 10.7 | %
Loans, net of unearned |  |  | 927,824 |  |  |  | 849,883 |  |  |  | 9.2 | %
Deposits |  |  | 1,485,003 |  |  |  | 1,353,851 |  |  |  | 9.7 | %
Shareholders’ Equity |  |  | 145,364 |  |  |  | 131,889 |  |  |  | 10.2 | %
Trust Assets Under Management (at market value) |  |  | 387,446 |  |  |  | 336,285 |  |  |  | 15.2 | %
PER SHARE DATA |  |  |  |  |  |  |  |  |  |  |  |
Net Income, diluted |  | $ | 1.38 |  |  | $ | 1.23 |  |  |  | 12.2 | %
Dividends |  |  | 0.66 |  |  |  | 0.66 |  |  |  | 0.0 | %
Book Value |  |  | 11.65 |  |  |  | 10.66 |  |  |  | 9.3 | %
Market Value |  |  | 16.38 |  |  |  | 15.78 |  |  |  | 3.8 | %

3

MESSAGE TO SHAREHOLDERS

To Our Shareholders, Customers, Employees & Friends:

Once again, CNB achieved double digit growth in earnings of 13%. This marks the fourth consecutive year and indicates the strength of the core earnings of CNB. This earnings growth has mainly resulted from the continued increase in earning assets, which grew 12% in 2012. In addition, for the first time in five years, the loan to deposit ratio did not decrease as it remained basically unchanged.

The Corporation has realized improvement in the quality of its assets during 2012. The ratio of non-performing assets to total assets is at its lowest point in three years at 0.85%. This trend, coupled with a strong loan loss allowance of 1.52% of outstanding loans, complements a balance sheet that hasn’t been reduced in order to increase earnings. The mix of the loan portfolio between three major categories also portrays positive diversity. The portfolio consists of 28% Commercial and Industrial Loans, 28% Commercial Real Estate (including both owner occupied and non-owner occupied), and 44% Consumer related products.

During 2012, ERIEBANK expanded its operations in Meadville by opening a second office. Also, ERIEBANK Investment Advisors (EBIA) began to operate. EBIA offers all financial planning and investment solutions for the ERIEBANK market area which includes Erie, Crawford, and Warren counties. Holiday Financial Services Corporation also increased its service area in the third quarter of 2012 by opening offices in DuBois and Ebensburg, Pennsylvania, and by purchasing a $1 million dollar loan portfolio from another consumer discount company.

As many of you are aware, CNB’s geographic footprint is primarily in the Marcellus shale gas exploration region. Since 2007, our market area has been affected by these significant gas reserves. While many outside the region believe that the effects on the local economy from gas exploration could be significant, our experience has shown this to be a slow moving area for exploration of the gas. Much infrastructure needs to be built in order to transport the gas from our region to the markets. In addition, very low natural gas prices have positively impacted our market area in that slow and steady progress is much less disruptive than the rapid boom and bust of normal oil and gas cycles.

CNB FINANCIAL CORPORATION | 2012 ANNUAL REPORT HIGHLIGHTS |  |  | 4 |

5

MESSAGE TO SHAREHOLDERS

Message to Shareholders continued…

Many challenges remain for the financial services industry, the most significant of which is regulation. While most of the regulation is well intended, implementation of the regulations has caused credit to be more expensive, or in some cases, not available. CNB is working diligently to minimize these effects on consumers by still offering residential mortgage products at all of our 29 locations. It is our intention to maintain “old time” customer service by enhancing the efficiency of our operations. A second challenge is the continued low interest rate cycle. As rates remain low, assets continue to reprice at much lower rates, which causes the net interest margin to contract. This contraction has been ongoing for several years and has made growth in earnings increasingly difficult. We expect this trend will continue in 2013.

Due to our continued growth, CNB proudly announced in 2012 the expansion of our main office facility. We expect the new facility to open in the fourth quarter of 2013. Our existing main office will then undergo remodeling in order to better utilize the space and create a more enjoyable work environment for our staff.

As always, we thank you for your continued ownership in CNB. We are proud to report the Corporation’s 2012 results and look forward to another positive year in 2013.

Joseph B. Bower, Jr.

President and Chief Executive Officer

CNB FINANCIAL CORPORATION | 2012 ANNUAL REPORT HIGHLIGHTS |  |  | 6 |

EXECUTIVE MANAGEMENT & BOARD OF DIRECTORS

Corporate Officers, CNB Financial Corporation

Joseph B. Bower, Jr. |  | Brian W. Wingard |  |
President & Chief Executive Officer |  | Treasurer & Principal Financial Officer
Richard L. Greslick, Jr. |  | Vincent C. Turiano |  |
Secretary |  | Assistant Secretary |  |
Executive Officers, CNB Bank |  |  |  |
Joseph B. Bower, Jr. |  | Brian W. Wingard |  |
President & Chief Executive Officer |  | Senior Vice President & Chief Financial Officer |  |
Mark D. Breakey |  | Richard L. Sloppy |  |
Executive Vice President & Chief Credit Officer |  | Executive Vice President & Chief Lending Officer |  |
Richard L. Greslick, Jr. |  | Vincent C. Turiano |  |
Executive Vice President & Chief Operating Officer |  | Senior Vice President/ Operations |  |
Board of Directors |  |  |  |
CNB Financial Corporation and CNB Bank |  |
Dennis L. Merrey |  | Robert W. Montler |  | James B. Ryan
Chairman of the Board Retired, Formerly President, Clearfield Powdered Metals, Inc. (Manufacturer) |  | President & Chief Executive Officer, Lee Industries and Keystone Process Equipment (Manufacturers) |  | Retired, Formerly Vice President of Sales, Marketing, Windfall Products, Inc. (Manufacturer)
Joseph B. Bower, Jr. |  | Joel E. Peterson |  | Richard B. Seager
President and Chief Executive Officer, CNB Financial Corporation; President and Chief Executive Officer, CNB Bank |  | President, Clearfield Wholesale Paper (Wholesaler) |  | President and Chief Executive Officer, Beacon Light Behavioral Health Systems (Health Services)
William F. Falger |  | Deborah Dick Pontzer |  | Peter F. Smith
Retired, Formerly President and Chief Executive Officer, CNB Financial Corporation, CNB Bank |  | Economic Development and Workforce Specialist, Office of Congressman Glenn Thompson |  | Attorney at Law
|  |  |  | DIRECTOR EMERITUS
Richard L. Greslick, Jr. |  | Jeffrey S. Powell |  | L. E. Soult, Jr.
Secretary, CNB Financial Corporation; Executive Vice President & Chief Operating Officer, CNB Bank |  | President, J.J. Powell, Inc. (Petroleum Distributor) |  |
|  | Charles H. Reams |  |
|  | President, C.H. Reams & Associates, Inc. (Insurance) |  |

7

OFFICERS

Administrative Services |  |  |  |
Timothy Bracken, |  | Thomas J. Ammerman, Jr. |  | Shannon L. Irwin
Vice President, Controller |  | Assistant Vice President, Security |  | Human Resources Officer
Mary Ann Conaway |  | Donna J. Collins |  | Susan B. Kurtz
Vice President, Human Resources |  | Assistant Vice President, Compliance |  | Customer Service Officer
Leanne D. Kassab |  | Carolyn B. Smeal |  | Dennis J. Sloppy
Vice President, Marketing |  | Assistant Vice President, Operations |  | Information Systems Officer
Edward H. Proud |  | Carol J. Cossick |  | BJ Sterndale
Vice President, Information Systems |  | Assistant Controller |  | Training Officer
Susan M. Warrick |  | Thomas W. Grice |  | Brenda L. Terry
Vice President, Operations |  | Network Administration Officer |  | Banking Officer
Branch Division |  |  |  |
Ruth Anne Ryan-Catalano |  | Lori Curtis |  | Larry A. Putt
Vice President, Regional Branch Administration, Industrial Park Road Office, Clearfield |  | Community Office Manager, Plaza Office, Philipsburg |  | Banking Officer, Clearfield
Vickie L. Baker |  | Denise J. Greene |  | Mary Ann Roney
Assistant Vice President, Regional Branch Administration, Bradford Main Street Office |  | Community Office Manager, DuBois Office |  | Banking Officer, Bradford
Mary A. Baker |  | Lynette Hebel |  | Douglas M. Shaffer
Assistant Vice President, Northern Cambria Office |  | Community Office Manager, Karthaus and Kylertown Offices |  | Community Office Manager,Punxsutawney Office
Deborah M. Young |  | Caroline Henry |  | Lori D. Shimel
Assistant Vice President, Washington Street Office, St. Marys |  | Community Office Manager, Presqueisle Street Office, Philipsburg |  | Community Office Manager, Houtzdale and Madera Offices
|  | Francine M. Papa |  | Susan J. Shimmel
|  | Community Office Manager, Ridgway Office |  | Community Office Manager, Old Town Road Office, Clearfield
|  |  |  | Gregory R. Williams
|  |  |  | Banking Officer, Clearfield
Lending Division |  |  |  |
Jeffrey W. Alabran |  | Jeffrey A. Herr |  | C. Brett Stewart
Senior Vice President, Commercial Lending, Indiana |  | Vice President, Commercial Banking, Philipsburg |  | Assistant Vice President, Commercial Lending, Indiana
James M. Baker |  | Joseph H. Yaros |  | Eileen F. Ryan
Vice President, Commercial Banking, DuBois |  | Vice President, Commercial Banking Bradford |  | Assistant Vice President, Mortgage Lending
Gregory M. Dixon |  | David W. Ogden |  | Russell Daniels
Vice President, Commercial Banking Clearfield |  | Vice President, Credit Administration |  | Assistant Commercial Lending Officer, St. Marys
Michael E. Haines |  | Christopher L. Stott |  | James C. Davidson
Vice President, Commercial Banking, St. Marys |  | Vice President, Retail Lending |  | Mortgage Lending Officer
Robin L. Hay |  | Michael C. Sutika |  | Cory Johnston
Vice President, Commercial Banking Clearfield |  | Vice President, Commercial Banking |  | Credit Administration Officer
|  |  |  | Paul A. McDermott
|  |  |  | Collections Officer
Wealth & Asset Management Services |  |  |  |
Todd M. Abrams |  | Andrew Roman |  | Shawn Amblod
Senior Vice President, Managing Director, Wealth & Asset Management |  | Vice President, Wealth & Asset Management |  | Assistant Vice President, Wealth & Asset Management
Craig C. Ball |  | Calvin R. Thomas, Jr. |  | R. Michael Love
Vice President, Wealth & Asset Management |  | Vice President, Wealth & Asset Management |  | Assistant Vice President, Wealth & Asset Management
Glenn R. Pentz |  | Eric A. Johnson |  |
Vice President, Wealth & Asset Management |  | Assistant Vice President, Wealth & Asset Management |  |

CNB FINANCIAL CORPORATION | 2011 ANNUAL REPORT HIGHLIGHTS 8

OFFICERS & AFFILIATES

ERIEBANK, a Division of CNB Bank |  |  |  |
David J. Zimmer |  | Larry Morton |  | Katie J. Jones
President |  | Vice President ERIEBANK Investment Advisors |  | Community Office Manager, Harborcreek Office
Donald W. Damon |  | William J. Vitron, Jr. |  | Debra Masone
Senior Vice President |  | Vice President, Wealth Management |  | Community Office Manager, Vernon Township Office
Scott Bailey |  | Carla M. LaBoda |  | Theresa L. Swanson
Senior Vice President, ERIEBANK Investment Advisors |  | Assistant Vice President, Regional Retail Administrator, Asbury Office |  | Community Office Manager, Warren Office
Steven M. Cappellino |  | Gregory Noon |  | Mary J. Taormina
Senior Vice President, Meadville Office |  | Assistant Vice President, Commercial Banking, Warren |  | Community Office Manager, Meadville Office
William L. DeLuca, Jr. |  | Paul D. Sallie |  | Abby L. Williams
Senior Vice President |  | Assistant Vice President, Private Banking |  | Community Office Manager, Main Office
Betsy Bort |  | Kelly S. Buck |  | Timothy Roberts
Vice President |  | Private Banking, Main Office |  | Commercial Lending Officer
James Miale |  | Andrea G. Carr |  | Julie L. Martin
Vice President |  | Community Office Manager, Downtown Office |  | Operations Officer
Scott O. Calhoun |  |  |  |
Vice President |  |  |  |
John M. Schulze |  |  |  | Allison Hodas
Vice President |  |  |  | Cash Management Officer
ERIEBANK Regional Board of Directors |  |  |  |
Joseph B. Bower, Jr. |  | James E. Gehrlein |  | Charles H. Reams
President and Chief Executive Officer, CNB Financial Corporation, CNB Bank |  | Chief Financial Officer, Sisters of St. Joseph of NW PA (Finance) |  | President, C. H. Reams & Associates, Inc. (Insurance)
Mark D. Breakey |  | Richard L. Greslick, Jr. |  | James E. Spoden
Executive Vice President & Chief Credit Officer |  | Executive Vice President & Chief Operating Officer, CNB Bank |  | Esquire, MacDonald Illig Jones & Britton, LLP (Law office)
Gary L. Clark |  | Charles Hagerty |  | David J. Zimmer
Vice President, Chief Financial Officer and Chief Administrative Officer, Snap-tite, Inc. (Manufacturing) |  | President, Hamot Health Foundation (Health Services) |  | President, ERIEBANK
David K. Galey |  | Thomas Kennedy |  |
Treasurer, Chief Financial Officer, Greenleaf Corporation (Manufacturing) |  | President, Professional Development Associates, Inc. (Real estate developer) |  |

Holiday Financial Services Corporation, a Subsidiary of CNB Financial Corporation

|  | Board of Directors |  |  |  | Corporate Officers |  |
|  | Joseph B. Bower, Jr. |  | Christopher L. Stott |  | Christopher L. Stott |  | Jonathan L. Holler
|  | Chairman |  | Director |  | Chairman |  | Vice President
|  | Richard L. Greslick, Jr. |  | Brian W. Wingard |  | Joseph P. Strouse |  | Brian W. Wingard
|  | Secretary |  | Director |  | President |  | Secretary & Treasurer

CNB Securities Corporation, a Subsidiary of CNB Financial Corporation, Wilmington, DE

|  | Board of Directors |  | Corporate Officers
|  | Brian W. Wingard |  | Richard L. Greslick, Jr.
|  | Director |  | President
|  | Glenn R. Pentz |  | Donald R. McLamb, Jr.
|  | Director |  | Treasurer, Wilmington Trust SP Services, Inc.
|  | Donald R. McLamb, Jr. |  | Elizabeth F. Bothner
|  | Wilmington Trust SP Services, Inc. |  | Secretary, Wilmington Trust SP Services, Inc

9

SHAREHOLDER INFORMATION

Annual Meeting

The Annual Meeting of the Shareholders of CNB Financial Corporation will be held Tuesday, April 16, 2013 at 2:00 p.m. at the Corporation’s Headquarters in Clearfield, PA.

Corporate Address

CNB Financial Corporation

1 S. Second Street

P.O. Box 42

Clearfield, PA 16830

(814) 765-9621

Stock Transfer Agent & Registrar

Registrar and Transfer Company

10 Commerce Drive

Cranford, NJ 07016

(908) 497-2300

Form 10-K

Shareholders may obtain a copy of the Annual Report to the Securities and Exchange Commission on Form 10-K by writing to:

CNB Financial Corporation

1 S. Second Street

P.O. Box 42

Clearfield, PA 16830

ATTN: Shareholder Relations

Quarterly Share Data

For information regarding the Corporation’s quarterly share data, please refer to Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities in the 2012 Form 10-K.

Market Makers

The following firms have chosen to make a market in the stock of the Corporation. Inquiries concerning their services should be directed to:

Boenning & Scattergood, Inc.

1700 Market Street, Ste 1420

Philadelphia, PA 19103

(800) 842-8928

RBC Capital Markets

Three World Financial Center

200 Vesey Street, 9th Floor

New York, NY 10281

(212) 428-6200

Corporate Profile

CNB Financial Corporation is a leader in providing integrated financial solutions which create value for both consumers and businesses. These solutions encompass checking, savings, time and deposit accounts, Private Banking, loans and lines of credit (real estate, commercial, industrial, residential and consumer), credit cards, cash management, online banking, mobile banking, electronic check deposit, merchant credit card processing, remote deposit and accounts receivable handling. In addition, the Corporation provides wealth and asset management services, retirement plans and other employee benefit plans.

CNB Bank

A subsidiary of CNB Financial Corporation, CNB is a regional independent community bank in North Central Pennsylvania with approximately 338 employees who make customer service more responsive and reliable. For over 145 years, the Bank has strived to be more customer-driven than its competitors and to build long-term customer relationships by being reliable and competitively priced.

CNB continually seeks innovative ways to execute a personal, quality-driven customer service strategy and prides itself for being first-to-market many of these innovations. To satisfy customers’ financial needs and expectations, it offers a variety of delivery channels, which includes 22 full-service offices, 19 ATMs, telephone banking (1-866-224-7314), Internet banking (www.bankcnb.com), mobile banking and a centralized customer service center (1-800-492-3221).

ERIEBANK

Headquartered in Erie, Pennsylvania, ERIEBANK is a division of CNB Bank. Presently, there are seven full service locations which house its commercial, retail and Private Banking divisions. In addition, ERIEBANK Investment Advisors provides wealth and asset management services, retirement plans and other employee benefit plans.

Holiday Financial Services

Another subsidiary of CNB Financial Corporation, Holiday Financial Services, a consumer loan company, currently has ten conveniently located offices in Bellefonte, Bradford, Clearfield, DuBois, Duncansville, Ebensburg, Erie, Johnstown, Northern Cambria, and Ridgway, Pennsylvania.

The common stock of the Corporation trades on the NASDAQ National Market under the symbol CCNE.

CNB FINANCIAL CORPORATION | 2012 ANNUAL REPORT HIGHLIGHTS 10

CNB Financial Corporation

1 South Second Street

P.O. Box 42

Clearfield, PA 16830

800-492-3221

www.bankcnb.com