EX-99.1 9 d634388dex991.htm EX-99.1

Exhibit 99.1

TABLE OF CONTENTS

Consolidated Financial Highlights |  |  | 4 |
Message to the Shareholders |  |  | 5 |
Executive Management and Board of Directors |  |  | 8 |
Officers |  |  | 9 |
Shareholder Information |  |  | 12 |

CNB FINANCIAL CORPORATION 2013 ANNUAL REPORT HIGHLIGHTS

2

FOR THE YEAR |  |  |  |  |  |  |  |  |  |  |  |
|  | 2013 |  |  | 2012 |  |  | % Change |
Interest Income |  | $ | 71,416 |  |  | $ | 68,129 |  |  |  | 4.8 | %
Interest Expense |  |  | 12,212 |  |  |  | 14,920 |  |  |  | (18.2 | %)
Net Interest Income |  |  | 59,204 |  |  |  | 53,209 |  |  |  | 11.3 | %
Non-interest Income |  |  | 13,766 |  |  |  | 12,664 |  |  |  | 8.7 | %
Non-interest Expense |  |  | 43,813 |  |  |  | 35,945 |  |  |  | 21.9 | %
Net Income |  |  | 16,679 |  |  |  | 17,136 |  |  |  | (2.7 | %)
Net Income Return on: |  |  |  |  |  |  |  |  |  |  |  |
Average Assets |  |  | 0.88 | % |  |  | 1.00 | % |  |  | (12.0 | %)
Average Equity |  |  | 11.38 | % |  |  | 12.17 | % |  |  | (6.5 | %)
AT YEAR END |  |  |  |  |  |  |  |  |  |  |  |
Assets |  | $ | 2,131,289 |  |  | $ | 1,773,079 |  |  |  | 20.2 | %
Loans, net of unearned |  |  | 1,295,363 |  |  |  | 927,824 |  |  |  | 39.6 | %
Deposits |  |  | 1,835,314 |  |  |  | 1,485,003 |  |  |  | 23.6 | %
Shareholders’ Equity |  |  | 164,911 |  |  |  | 145,364 |  |  |  | 13.4 | %
Trust Assets Under Management (at market value) |  |  | 422,366 |  |  |  | 387,446 |  |  |  | 9.01 | %
PER SHARE DATA |  |  |  |  |  |  |  |  |  |  |  |
Net Income, diluted |  | $ | 1.29 |  |  | $ | 1.38 |  |  |  | (6.5 | %)
Dividends |  |  | 0.66 |  |  |  | 0.66 |  |  |  | 0.0 | %
Book Value |  |  | 11.43 |  |  |  | 11.65 |  |  |  | (1.9 | %)
Market Value |  |  | 19.00 |  |  |  | 16.38 |  |  |  | 16.0 | %

3

MESSAGE TO THE SHAREHOLDERS

To Our Shareholders, Customers, Employees & Friends:

2013 marked another first for CNB Financial Corporation. CNB is now operating in the state of Ohio as a result of its merger with The Farmers Citizens Bank and its parent company, FC Banc Corp., headquartered in Bucyrus, Ohio, on October 11, 2013. CNB added $360 million in assets and eight offices located in two distinct markets. The new markets will provide fresh opportunities for agricultural lending in the rural market, as well as business development opportunities in our first major metropolitan area, Co-lumbus, Ohio. CNB’s strategy has been to grow organically in our markets with quality bankers from that market or to create a de novo presence in markets that fit our business model. This merger provided an opportunity to gain entry in Ohio and leverage the expertise of the employees of The Farmers Citizens Bank, now FCBank, to continue growing organically in the new markets.

In 2013, excluding the acquired assets and liabilities, loans for CNB grew 13% while deposits did not change significantly from 2012. Pre-tax net income, excluding merger related expenses and gain on sale of securities, increased 13%, an indication that the growth in core earnings remains strong, with even greater opportunities for growth as a result of the merger.

Earnings for 2013 were positive even with the merger costs included. CNB’s return on average equity was 11.38% and earnings per share was $1.29. As previously announced, the merger is expected to be accretive to earnings during 2014. In addition, the change in asset composition from investments to loans should provide us with a much improved loan to deposit ratio and an enhanced net interest margin and earnings.

CNB FINANCIAL CORPORATION 2013 ANNUAL REPORT HIGHLIGHTS

4

5

Message to the Shareholders continued…

A key focus for all financial companies is the quality of their assets. CNB has a long history of high asset quality, with its loan metrics continuing to be strong and improving. CNB’s ratio of non-performing assets to total assets improved to 0.61% in 2013 from 0.85% in 2012 and its charge-offs as a percentage of average loans at decreased from 0.55% in 2012 to 0.38% in 2013. The loan portfolio mix of Commercial & Industrial, Commercial Real Estate and Residential Real Estate provides for good diversity in the portfolio. With the new markets and a chance to grow the agricultural portfolio, the lending portfolio diversification will also be enhanced by greater geographical diversity.

The merger with The Farmers Citizens Bank was our major highlight for 2013 but was not our only significant event. Throughout 2013, the major expansion of our main office in Clearfield has been underway. At the writing of last year’s letter, we expected to open the facility in the fourth quarter of 2013. Although the date of the opening was delayed until March of 2014, the expanded office will be fully operational at the time of this year’s annual meeting. The office will have the open floor plan first used in ERIE-BANK which provides the customer with a more inviting approach to banking. During 2013, we also upgraded our Indiana, PA loan production office to a full service location in order to better serve that market. Finally, Holiday Financial Services opened a new location in Indiana, PA in 2013 while relocating both the Ebensburg and Bellefonte stores to locations that are more convenient to our customers.

Charles H. Reams retired from our Board of Directors in January 2014. Chuck served for seven years as a Director of the Corporation and CNB Bank. Chuck was very instrumental in CNB gaining entry in the Erie market and with the formation and success of ERIEBANK. Chuck played a crucial role on our ERIEBANK advisory board since its founding and will remain a member of the advisory board. On behalf of the Board and Management, I would like to thank Chuck for his years of service and wish him well in all of his future endeavors.

As always, we are proud to report CNB Financial Corporation’s 2013 results. We thank you for your continued ownership in CNB and look forward to another prosperous year in 2014.

Joseph B. Bower, Jr.

President and Chief Executive Officer

CNB FINANCIAL CORPORATION 2013 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. |  | Mary Ann Conaway |  |
President & Chief Executive Officer |  | Senior Vice President, Human Resources |  |
Mark D. Breakey |  |  |  |
Executive Vice President & |  | Joseph E. Dell, Jr. |  |
Chief Credit Officer |  | Senior Vice President & Chief |  |
Richard L. Greslick, Jr. |  | Lending Officer |  |
Executive Vice President, Chief |  | Leanne D. Kassab |  |
Operating Officer |  | Senior Vice President, Marketing |  |
Brian W. Wingard |  | Vincent C. Turiano |  |
Senior Vice President & Chief Financial |  | Senior Vice President, Operations |  |
Officer |  |  |  |
Board of Directors |  |  |  |
CNB Financial Corporation and CNB Bank |  | Robert D. Hord |  | Nick Scott, Jr.
Dennis L. Merrey |  | President of Hord Livestock Company, |  | Vice President & Owner, Scott
Chairman of the Board |  | Inc. (Agriculture) |  | Enterprises (Hospitality Industry)
Retired, Formerly President, |  | Robert W. Montler |  | Richard B. Seager
Clearfield Powdered Metals, Inc. |  | President & Chief Executive Officer, |  | President and Chief Executive Officer,
(Manufacturer) |  | Lee Industries and Keystone Process |  | Beacon Light Behavioral Health
Joseph B. Bower, Jr. |  | Equipment (Manufacturer) |  | Systems (Health Services)
President and Chief Executive |  | Joel E. Peterson |  | Peter F. Smith
Officer, CNB Financial Corporation; |  | President, Clearfield Wholesale Paper |  | Attorney at Law
President and Chief Executive |  | (Wholesaler) |  | DIRECTOR EMERITUS
Officer, CNB Bank |  | Deborah Dick Pontzer |  |
William F. Falger |  | Economic Development and Workforce |  | L. E. Soult, Jr.
Retired, Formerly President and |  | Specialist, Office of Congressman |  |
Chief Executive Officer, CNB |  | Glenn Thompson |  |
Financial Corporation, CNB Bank |  | Jeffrey S. Powell |  |
Richard L. Greslick, Jr. |  | President, J.J. Powell, Inc. (Petroleum |  |
Executive Vice President & Chief |  | Distributor) |  |
Operating Officer, CNB Bank; |  | James B. Ryan |  |
Secretary, CNB Financial Corporation |  | Retired, Formerly Vice President of |  |
|  | Sales, Marketing, Windfall Products, |  |
|  | Inc. (Manufacturer) |  |

7

OFFICERS

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

CNB FINANCIAL CORPORATION 2013 ANNUAL REPORT HIGHLIGHTS

8

OFFICERS & AFFILIATES

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

9

FCBank, a Division of CNB Bank |  |  |  |
J. Andrew Dale |  | Brian A. McFarland |  | Michelle P. Muchow
Interim President |  | Community Office Manager, Upper |  | Banking Officer, Bucryus North Office
Louis J. Torchio |  | Arlington Office |  | Toni M. Ridge
Senior Vice President, Private Banking |  | Elaine M. Wilson |  | Banking Officer, Bucyrus North Office
Terrance E. Hamm |  | Community Office Manager, |  | Jason M. Shade
Vice President, Commercial Banking |  | Fredericktown Office |  | Banking Officer, Bucyrus North Office
Donna M. Conley |  | Teri A. Slate |  | Travis M. Smith
Assistant Vice President, Lending |  | Community Office Manager, Shiloh Office |  | Operations Officer
Elizabeth M. Ricketts |  |  |  | Ashley Snyder
Assistant Vice President, Regional |  | Brian C. Bach |  | Agricultural Lending Officer
Branch Administration |  | Agriculture Loan Officer |  |
Annette D. Lester |  | Jared Butler |  |
Community Office Manager, |  | Network Adminstrator, Facilities Officer |  |
Cardington Office |  | William R. Diehl |  |
Clara J. McClung |  | Banking Officer, Dublin Office |  |
Community Office Manager, |  | Jennifer S. Gingery |  |
Worthington Office |  | Operations Officer |  |
FCBank, Regional Board of Directors
Joseph B. Bower, Jr. |  | Scott Everhart |  | Patrick Hord
President and Chief Executive Officer, |  | President and CEO, Everhart Advisors |  | CEO, Hord Livestock, Inc. (Agriculture)
CNB Financial Corporation, CNB Bank |  | (Investments) |  | Lawrence A. Morrison
Mark D. Breakey |  | Richard L. Greslick, Jr. |  | CPA and Partner, Kleshinski, Morrison
Executive Vice President & Chief Credt |  | Executive Vice President and Chief |  | & Morris, LLP (Accounting)
Officer, CNB Bank |  | Operating Officer, CNB Bank; |  | J. Andrew Dale
David G. Dostal |  | Secretary, CNB Financial Corporation |  | Interim President
President, The Auck Dostal Agency, |  | Robert D. Hord |  |
Inc., Vice President, ADM Benefit |  | President, Hord Livestock, Inc. |  |
Plans, Inc. (Insurance) |  | (Agriculture) |  |
Patrick J. Drouhard |  |  |  |
Retired, Superintentdent, Cardington- |  |  |  |
Lincoln School District (Education) |  |  |  |
Holiday Financial Services Corporation, a Subsidiary of CNB Financial Corporation
BOARD OF DIRECTORS |  | Christopher L. Stott |  | CORPORATE OFFICERS
Joseph B. Bower, Jr. |  | Director |  | Christopher L. Stott
Chairman |  | Brian W. Wingard |  | Chairman
Richard L. Greslick, Jr. |  | Director |  | Joseph P. Strouse
Secretary |  |  |  | President
CNB Securities Corporation, a Subsidiary of CNB Financial Corporation, Wilmington, DE
BOARD OF DIRECTORS |  | CORPORATE OFFICERS |  | Elizabeth F. Bothner
Timothy A. Bracken |  | Brian W. Wingard |  | Secretary, Wilmington Trust SP
Director |  | President |  | Services, Inc
Glenn R. Pentz |  | Donald R. McLamb, Jr. |  |
Director |  | Treasurer, Wilmington Trust SP |  |
Donald R. McLamb, Jr. |  | Services, Inc. |  |
Wilmington Trust SP Services, Inc. |  |  |  |

CNB FINANCIAL CORPORATION 2013 ANNUAL REPORT HIGHLIGHTS

10

SHAREHOLDER INFORMATION

Annual Meeting

The Annual Meeting of the Shareholders of CNB Financial Corporation will be held Tuesday, April 15, 2014 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

(800) 368-5948

www.rtco.com

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 in the 2013 Form 10-K.

Market Makers

The following firm has 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

11

SHAREHOLDER INFORMATION

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, merchant credit card processing, on-site banker 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 400 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 being first-to-market for 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 a total of seven full service offices which house its commercial, retail and Private Banking divisions. Four of those offices are in Erie, two in Meadville, and one in Warren, Pennsylvania. In addition, ERIEBANK Investment Advisors provides wealth and asset management services, retirement plans and other employee benefit plans.

FCBANK

FCBank, a division of CNB Bank, is headquartered in Bucyrus, Ohio with eight full service offices in the communties of Bucyrus, Shiloh, Mt. Hope, Carding-ton, Fredericktown, Worthington and Upper Arling-ton, and one loan production office in Dublin, Ohio. FCBank is driven by a strong focus on meeting the financial heeds of businesses and individuals in a way only a community bank can deliver. FCBank offers commercial, retail, and Private Banking services.

Holiday Financial Services

Holiday Financial Services, a subsidiary of CNB Financial Corporation, is a consumer loan company, currently has eleven conveniently located offices in State College, Bradford, Clearfield, Hollidays-burg, Erie, Northern Cambria, Ridgway, Johnstown, Ebensburg, DuBois and Indiana, Pennsylvania.

CNB FINANCIAL CORPORATION 2013 ANNUAL REPORT HIGHLIGHTS

12

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

13