EX-99.1 8 d221834dex991.htm EX-99.1

Exhibit 99.1

CNB FINANCIAL CORPORATION 2015 ANNUAL REPORT

TABLE OF CONTENTS Consolidated Financial Highlights 4 Message to the Shareholders 5 Executive Management and Board of Directors 8 Officers 9 Shareholder Information 12 2015 ANNUAL REPORT HIGHLIGHTS 3

HIGHlIGHTS CONSOLIDATED FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) FOR THE YEAR 2015 2014 % Change Interest and Dividend Income $87,178 $86,882 0.3% Interest Expense 12,471 12,287 0.1% Net Interest Income 74,707 74,595 0.2% Non-interest Income 14,799 14,321 3.3% Non-interest Expense 56,457 52,688 7.2% Net Income 22,197 23,074 (3.8%) Net Income Return on: Average Assets 0.99% 1.07% (7.5%) Average Equity 11.23% 12.76% (12.0%) AT YEAR END Assets $2,285,136 $2,189,213 4.4% Loans, net of unearned 1,577,798 1,355,289 16.4% Deposits 1,815,053 1,847,079 (1.7%) Shareholders’ Equity 201,913 188,548 4 CNB FINANCIAL CORPORATION

MESSAGE TO THE SHAREHOLDERS

To Our Shareholders, Customers, Employees & Friends:

The past year has provided the Corporation with many opportunities. We completed a major building project, announced the acquisition of a new bank with two new offices and an excellent staff, grew loans 16%, saw continued if not increasing margin pressure and too many other items to note. Even with these challenges, the return on average equity of 11.23% exceeding the median of our peer group by 21% and the solid earnings allowed us to improve our capital position to support the future growth of CNB.

The Corporation’s assets have grown from $1.16B to $2.29B since December 2009, almost doubling our size. The rapid increase in assets through the growth in number of customers caused us to analyze our infrastructure and determine how much we can grow with the number of people and systems that we have. It was obvious in 2013 that we were not going to be able to continue our growth without making some changes. The first need we identified was space to house our staff to handle all of the operational issues involved with managing a financial institution. A building project was undertaken to add approximately 15,000 square feet of space and to renovate our existing headquarters to better leverage our facilities, technology, and personnel. We are pleased to report that the entire $9.8 million project was completed in December 2015. This new modern facility will allow us to operate well into the foreseeable future.

CNB is very committed to the Clearfield area as shown by maintaining and enhancing our downtown presence. Being able to attract and retain talented people to the region and continue to support the area is an important part of our culture. In 2015, we celebrated CNB Bank’s 150th anniversary. CNB Bank is proud to have been the financial pillar for the community and our customers over the 150 years. The celebration included a concert with all proceeds benefiting the local firefighters, special loan and deposit promotions, giving away gifts, and $150 prizes to community members. It certainly was a year to remember.

As the building project ended and we were able to add personnel to certain areas, the focus turned to our key technology offerings, including a major initiative to determine if we were with a technology partner that shared the same culture and customer experience expectations as we have. Throughout a more than six month process, it was determined that Connecticut On-Line Computer Center, Inc., or COCC, shares our customer experience model. CNB is currently in the process of upgrading our core system along with most of our other electronic offerings, including our mobile and eBanking solutions. Going forward, COCC is committed to being a nimble provider of quality financial software solutions so that we may offer up to date services to our customers.

2015 ANNUAL REPORT HIGHLIGHTS 5

FINANCIALS ASSET GROWTH (in thousands) 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2,200 2,400 2011 $1,602,207 2012 $1,773,079 2013 $2,131,289 2014 $2,189,213 2015 $2,285,136 LOANS, NET OF UNEARNED (in thousands) 0 125 250 375 500 625 750 875 1,000 1,125 1,250 1,375 1,500 1,625 1,750 1,875 2011 $849,883 2012 $927,824 2013 $1,295,363 2014 $1,355,289 2015 $1,577,798 NET INTEREST INCOME (in thousands) $ 0 $8 $16 $ 24 $ 32 $ 40 $ 48 $ 56 $ 64 $ 72 $ 74 2011 $48,133 2012 $53,209 2013 $59,204 2014 $74,595 2015 $74,707 EARNINGS PER SHARE (diluted) $.00 .15 .30 .45 .60 .75 .90 1.05 1.20 1.35 1.50 1.65 2011 $1.23 2012 $1.38 2013 $1.29 2014 $1.60 2015 $1.54 6 CNB FINANCIAL CORPORATION

Message to the Shareholders continued…

ERIEBANK, a division of CNB Bank, has grown its assets to $637 million over the ten years since it began. In 2014, we opened our first ERIEBANK operation in Ohio with a loan production office. The customer response has been so good that a new full service facility is under construction and expected to open in the fourth quarter of 2016. More expansion will occur as we partner with Lake National Bank later this year. This acquisition, announced in December 2015, opens up a large new market and gives ERIEBANK an experienced group of bankers with a culture very much like ours. The two new markets in Northeast Ohio provide us with even more organic growth opportunities in a vibrant ERIEBANK footprint.

The FCBank division in central Ohio also continues to prosper. A new main office is being constructed in Worthington, which will house our management group, commercial team, and the staff from our current Worthington location. The commercial lending team is growing with the addition of two C&I lenders who will focus in the Columbus and Lancaster areas. FCBank continues to experience double digit growth in both loans and deposits. The Central Ohio market continues to provide the Corporation with growth opportunities although the competitive pressures continue to increase. This market has many large banks and a large number of non-banks vying for commercial real estate which has changed the dynamics of the pricing and underwriting for the larger relationships.

The US economy, along with the rest of the world, seems to be cooling off again. Deflated oil and gas prices have made consumers temporarily happy but it has had a dampening effect on many businesses as the oil and gas companies slow significantly or stop all together. Large layoffs, shift reductions and a general uneasiness are setting in. This slow down will cause certain sectors of the economy to reduce spending and expansion while others will continue to move ahead. We are currently operating in three very distinct economies. This diversity will provide us the opportunity to increase customers in a strategic manner. Earlier, culture was discussed as a key piece of our success. Our commitment to be an integral part of all the communities we serve is a significant part of our strategic plan. Our team provides the leadership for many non-profit and community boards. Through this involvement and the dedication to making our communities stronger we gain the trust of our markets to be a part of improving the quality of life for all. This involvement provides more success than any other strategy.

Your continued confidence in the Corporation is the backbone to our growth in customers, assets and earnings.

Joseph B. Bower, Jr.

President and Chief Executive Officer

2015 ANNUAL REPORT HIGHLIGHTS 7

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. Secretary Executive Officers, CNB Bank Joseph B. Bower, Jr. Mary Ann Conaway Leanne D. Kassab President & Chief Executive Officer Executive Vice President, Executive Vice President, Mark D. Breakey Human Resources Customer Experience Senior Executive Vice President & Joseph E. Dell, Jr. Brian W. Wingard Chief Credit Officer Executive Vice President & Executive Vice President & Richard L. Greslick, Jr. Chief Lending Officer Chief Financial Officer Senior Executive Vice President, Chief Operating Officer Board of Directors CNB Financial Corporation and CNB Bank Joel E. Peterson Peter F. Smith President, Clearfield Wholesale Paper Attorney at Law Dennis L. Merrey (Wholesaler) Peter C. Varischetti Chairman of the Board Retired, Formerly President, Clearfield Deborah Dick Pontzer President, Varischetti Holdings, LLC Powdered Metals, Inc. (Manufacturer) Economic Development & Workforce Specialist, Office of Congressman Joseph B. Bower, Jr. CNB Bank Glenn Thompson President and Chief Executive Officer, Francis X. Straub, III CNB Financial Corporation; President & Jeffrey S. Powell Managing Officer and Director, St. Marys Chief Executive Officer, CNB Bank President, J.J. Powell, Inc. Pharmacy, Inc. and Bennetts Valley (Petroleum Distributor) William F. Falger Pharmacy, Inc. Retired, Formerly President & James B. Ryan Chief Executive Officer, CNB Financial Retired, Formerly Vice President of Corporation, CNB Bank Sales, Marketing, Windfall Products, Inc. (Manufacturer) Richard L. Greslick, Jr. Senior Executive Vice President & Chief Nick Scott, Jr. Operating Officer, CNB Bank; Secretary, Vice President & Owner, Scott Enterprises CNB Financial Corporation (Hospitality Industry) Robert W. Montler Richard B. Seager President & Chief Executive Officer, President and Chief Executive Officer, Lee Industries and Keystone Process Beacon Light Behavioral Health Systems Equipment (Manufacturer) (Health Services) 8 CNB FINANCIAL CORPORATION

OFFICERS Administrative Services Timothy A. Bracken Carolyn B. Smeal Cory K. Johnston Thomas W. Grice Vice President, Controller Vice President, Operations Assistant Vice President, Network Administration Officer Donna J. Collins Susan M. Warrick Credit Administration Amy B. Potter Vice President, Regulation & Vice President, Operations Paul A. McDermott Marketing Officer Examination Thomas J. Ammerman, Jr. Assistant Vice President, Facilities Dennis J. Sloppy David W. Ogden Assistant Vice President, Security John H. Sette Information Systems Officer Vice President, Credit Rebecca A. Coleman Assistant Vice President, B.J. Sterndale Administration Assistant Vice President, Operations Information Systems Training Officer Edward H. Proud Shannon L. Irwin Carol J. Cossick Brenda L. Terry Vice President, Information Systems Assistant Vice President, Human Assistant Controller Banking Officer Resources CNB Bank Gregory M. Dixon C. Brett Stewart Judy L. Barry Dustin A. Minarchick CNB Market Executive Vice President, Portfolio Manager/Support Lender, Commercial/Retail Lending Officer Jeffrey W. Alabran Commercial Banking, Indiana Blair County Loan Production Office Alesia N. McElwee Senior Vice President, Christopher L. Stott Lori L. Curtis Community Office Manager, Commercial Banking, Indiana Vice President, Retail Lending Community Office Manager, Clearfield Main Office Michael E. Haines Mary A. Baker Philipsburg Plaza Office Andrew V. Nedzinski Vice President, Assistant Vice President, Regional Autumn F. Farley Assistant Commercial Lending Commercial Banking, St. Marys Branch Administration, Commercial Loan Officer Officer, St. Marys Offices Robin L. Hay Northern Cambria Office Beverly A. Greene Vice President, Katie A. Penoyer Vickie L. Baker Portfolio Manager/Support Lender, Commercial Banking Officer Commercial Banking, Clearfield Assistant Vice President, Indiana Office Nadine J. Rodgers Karen R. Pfingstler Regional Branch Administration, Denise J. Greene Banking Officer, Indiana Vice President, Bradford Main Office Community Office Manager, Commercial Banking, DuBois James C. Davidson Douglas M. Shaffer DuBois Office Community Office Manager, Matthew Q. Raptosh Assistant Vice President, Private Lynette M. Hebel Punxsutawney Office Vice President, Banking Community Office Manager, Lori D. Shimel Commercial Banking, Blair County Michael C. Mignogna Karthaus and Kylertown Offices Community Office Manager, Joseph H. Yaros Assistant Vice President, Commercial Caroline Henry Houtzdale and Madera Offices Vice President, Banking, Blair County Community Office Manager, Pamela J. Snyder Commercial Banking, Bradford Susan J. Shimmel Philipsburg Presqueisle Street Office Community Office Manager, Kane Eileen F. Ryan Assistant Vice President, Community Tyler A. Kirkwood Office Vice President, Mortgage Lending Office Manager, Clearfield Old Town Regional Branch Administration, Gregory R. Williams Road Office Clearfield Industrial Park Road Office Ruth Anne Ryan-Catalano Banking Officer, Clearfield Vice President, Retail Banking Kyle G. Kunes Commercial Loan Officer Wealth & Asset Management Services Steven R. Shilling Glenn R. Pentz Calvin R. Thomas, Jr. R. Michael Love Senior Vice President, Wealth & Vice President, Wealth & Asset Vice President, Wealth & Asset Assistant Vice President, Wealth & Asset Management Management Management Asset Management Craig C. Ball Andrew Roman Shawn Amblod Andrew D. Franson Vice President, Wealth & Asset Vice President, Wealth & Asset Assistant Vice President, Wealth & Wealth & Asset Operations Officer Management Management Asset Management Eric A. Johnson Vice President, Wealth & Asset Management 2015 ANNUAL REPORT HIGHLIGHTS 9

OFFICERS & AFFILIATES ERIEBANK, a Division of CNB Bank David J. Zimmer John M. Schulze Kelly S. Buck President Vice President, Commercial Banking Private Banking Officer Steven M. Cappellino William J. Vitron, Jr. Russell G. Daniels Senior Vice President, Vice President, ERIEBANK Investment Commercial Lending Officer Commercial Banking, Meadville Office Advisors Allison M. Hodas Donald W. Damon Thomas J. Walker Cash Management Officer Senior Vice President, Business Vice President, Commercial Banking, Jaclyn R. Italiani Development Warren Office Community Office Manager, William L. DeLuca, Jr. Chrystal M. Fairbanks Downtown Office Senior Vice President, Assistant Vice President, Debra A. Masone Commercial Banking Commercial Banking, Ashtabula Community Office Manager, David P. Bogardus Carla M. Higgins Vernon Office Vice President, Assistant Vice President, Commercial Erin L. Mehler Commercial Banking, Ashtabula Banking, West 12th Street Office Community Office Manager, Betsy C. Bort Katie J. Jones Interchange Office Vice President, Commercial Banking Assistant Vice President, Regional Retail Helicia E. Sonney Scott O. Calhoun Administrator, Harborcreek Office Community Office Manager, Vice President, Commercial Banking Julie L. Martin Asbury Office Joshua P. Miller Assistant Vice President, Commercial Theresa L. Swanson Vice President, ERIEBANK Investment Services Community Office Manager, Advisors James R. Miale Warren Office Larry G. Morton, Jr. Assistant Vice President, Commercial Mary J. Taormina Vice President, ERIEBANK Investment Banking, Meadville Office Community Office Manager, Advisors Timothy J. Roberts Meadville Office Gregory A. Noon Assistant Vice President, Commercial Abigail L. Williams Vice President, Commercial Banking, Banking Community Office Manager, Warren Office Paul D. Sallie West 12th Street Office Assistant Vice President, Private Banking ERIEBANK Regional Board of Directors Joseph B. Bower, Jr. David K. Galey Thomas Kennedy President and Chief Executive Officer, Treasurer and Chief Financial Officer, President, Professional Development CNB Financial Corporation, CNB Bank Greenleaf Corporation, Retired Associates, Inc. (Real Estate Developer) Mark D. Breakey (Manufacturer) Charles H. Reams Senior Executive Vice President & James E. Gehrlein President, C. H. Reams & Associates, Inc. Chief Credit Officer, CNB Bank Chairman, Enterprise Development (Insurance) Gary L. Clark Fund of Develop Erie (Community Nick Scott, Jr. Managing Partner, Development) Vice President & Owner, Scott Enterprises Stonebank Management, LLC (Consulting) Richard L. Greslick, Jr. (Hospitality Industry) Joseph E. Dell, Jr. Senior Executive Vice President & James E. Spoden Executive Vice President & Chief Operating Officer, CNB Bank; Esquire, MacDonald Illig Jones & Secretary, CNB Financial Corporation Chief Lending Officer, CNB Bank Britton, LLP (Law Office) Jane M. Earll Charles Hagerty David J. Zimmer Vice President, Northern Tier Markets, Esquire, (Senator, Retired) Chairman of the Board, President, UPMC Health Plan (Health Services) ERIEBANK 10 CNB FINANCIAL CORPORATION

FCBank, a Division of CNB Bank J. Andrew Dale Brian C. Bach Clara J. McClung President Assistant Vice President, Agriculture Community Office Manager, Neal S. Clark Lending Worthington Office Vice President, Senior Commercial Loan Donna M. Conley Michelle P. Muchow Officer Assistant Vice President, Lending Banking Officer, Executive Assistant Terrance E. Hamm William R. Diehl Jeffrey P. Scholl Vice President, Commercial Banking Assistant Vice President, Portfolio Regional Retail Sales Manager John G. Hock Manager Teri A. Slate Vice President, Commercial Banking Jillian V. Price Community Office Manager, Shiloh Office Steven W. Howard Assistant Vice President, Regional Retail Travis M. Smith Vice President, Team Lead, FC Financial Sales Manager Banking Officer Services J. Ralph Parker Thomas J. Szabo Dean J. Vande Water Senior Credit Officer Junior Commercial Real Estate Lender Vice President, Commercial Relationship Jared R. Butler Elaine M. Wilson Manager Network Adminstrator, Facilities Officer Community Office Manager, Anita E. Reeb Annette D. Lester Fredericktown Office Vice President, Treasury Management Community Office Manager, Christopher A. Winegardner Frank P. Sudal Cardington Office Community Office Manager, Vice President, Senior Investment Officer, Upper Arlington Office FC Financial Services FCBank, Regional Board of Directors Joseph B. Bower, Jr. Joseph E. Dell, Jr. R. Duane Hord President and Chief Executive Officer, Executive Vice President & President, Hord Livestock, Inc. CNB Financial Corporation, CNB Bank Chief Lending Officer, CNB Bank (Agriculture) Mark D. Breakey Patrick J. Drouhard Lawrence A. Morrison Senior Executive Vice President & Retired, Former Cardington-Lincoln CPA and Partner, Kleshinski, Morrison & Chief Credit Officer, CNB Bank Morris, LLP (Accounting) School District Superintendent Jennifer Carney Richard L. Greslick, Jr. David Royer Partner and Co-Founder, Carney Ranker Vice President of Finance & Development, Senior Executive Vice President & Architects, Ltd. Continental Real Estate Companies (Real Chief Operating Officer, CNB Bank; Estate Developer) J. Andrew Dale Secretary, CNB Financial Corporation President, Chairman J. Randall Schoedinger CEO, Schoedinger Funeral and Cremation Services Holiday Financial Services Corporation, a Subsidiary of CNB Financial Corporation BOARD OF DIRECTORS CORPORATE OFFICERS Christopher L. Stott Joseph B. Bower, Jr. 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 and Treasurer CNB Securities Corporation, a Subsidiary of CNB Financial Corporation, Wilmington, DE BOARD OF DIRECTORS CORPORATE OFFICERS Timothy A. Bracken Brian W. Wingard 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. 2015 ANNUAL REPORT HIGHLIGHTS 11

SHAREHOLDER INFORMATION Annual Meeting Quarterly Share Data The Annual Meeting of the Shareholders of CNB Financial For information regarding the Corporation’s quarterly share Corporation will be held Tuesday, April 19, 2016 at 2:00 p.m. data, please refer to Item 5 in the 2015 Form 10-K. at the Corporation’s headquarters in Clearfield, PA. Market Makers Corporate Address The following firm has chosen to make a market in the CNB Financial Corporation stock of the Corporation. Inquiries concerning their services 1 S. Second Street should be directed to: P.O. Box 42 Boenning & Scattergood, Inc. Clearfield, PA 16830 1700 Market Street, Ste 1420 (814) 765-9621 Philadelphia, PA 19103 Stock Transfer Agent & Registrar (800) 842-8928 American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219 (800) 937-5449 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 12 CNB FINANCIAL CORPORATION

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 Pennsylva-nia with over 400 employees who make customer service more responsive and reliable. For 150 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 on being first-to-market for many of these innovations. To satisfy customers‘ financial needs and expectations, it offers a variety of delivery channels, which include twenty-one full-service offices, one loan production office, telephone banking (1-866-224-7314), Internet banking (www.CNBBank.bank), 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 eight full service offices in Pennsylvania, which house its commercial, retail and Private Banking divisions. Five of those offices are in Erie, two in Meadville, and one in Warren, Pennsylvania. ERIEBANK also has one loan production office in Ashtabula, Ohio. 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 Dublin, Ohio with nine full service offices in the communties of Bucyrus, Shiloh, Mt. Hope, Cardington, Fredericktown, Worthington, Dublin, and Upper Arlington. FCBank is driven by a strong focus on meeting the financial needs of businesses and individuals in a way only a community bank can deliver. FCBank offers commercial, retail, and Private Banking services, along with wealth and asset management services through FC Financial Services. Holiday Financial Services Holiday Financial Services, a subsidiary of CNB Financial Corporation, is a consumer loan company, and currently has twelve convenient office locations in State College, Brad-ford, Clearfield, Hollidaysburg, Erie, Ridgway, Johnstown, Ebensburg, DuBois, Indiana, Clarion, and Huntingdon, Pennsylvania. 2015 ANNUAL REPORT HIGHLIGHTS 13

Each depositor insured to at least $250,000 Backed by the full faith and credit of the United States FDIC government Federal Deposit Insurance Corporation www.fdic.gov The common stock of the Corporation trades on the NASDAQ Global Select Market under the symbol CCNE. 14 CNB FINANCIAL CORPORATION

CNB Financial Corporation 1 South Second Street – P.O. Box 42 Clearfield, PA 16830 800-492-3221 www.CNBBank.bank