Community Trust Bancorp (CTBI) 10-Q 2005 Q2 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2005
	Or
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____________ to _____________

Commission file number 0-11129

COMMUNITY TRUST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Kentucky	61-0979818
(State or other jurisdiction of incorporation or organization)	IRS Employer Identification No.
346 North Mayo Trail Pikeville, Kentucky (address of principal executive offices)	41501 (Zip Code)

(606) 432-1414

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ü No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes ü No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.

Common stock - 14,922,036 shares outstanding at July 31, 2005

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

The accompanying information has not been audited by independent registered public accountants; however, in the opinion of management such information reflects all adjustments necessary for a fair presentation of the results for the interim period. All such adjustments are of a normal and recurring nature.

The accompanying condensed consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America or those normally made in the Registrant's annual report on Form 10-K. Accordingly, the reader of the Form 10-Q should refer to the Registrant's Form 10-K for the year ended December 31, 2004 for further information in this regard.

Community Trust Bancorp, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(dollars in thousands)		June 30 2005			December 31 2004
Assets:
Cash and due from banks	$	84,779		$	78,725
Federal funds sold		18,276			50,855
Securities available-for-sale at fair value
(amortized cost of $474,247 and $480,671, respectively)		473,717			482,280
Securities held-to-maturity at amortized cost
(fair value of $54,703 and $61,947, respectively)		55,829			62,671
Loans held for sale		110			0
Loans		2,069,167			1,902,519
Allowance for loan losses		(29,163	)		(27,017	)
Net loans		2,040,004			1,875,502
Premises and equipment, net		57,400			53,111
Goodwill		63,473			60,122
Core deposit intangible (net of accumulated amortization of $4,001 and
$3,711, respectively)		3,503			3,249
Other assets		46,757			42,579
Total assets	$	2,843,848		$	2,709,094
Liabilities and shareholders’ equity:
Deposits
Noninterest bearing	$	420,387		$	403,792
Interest bearing		1,806,935			1,736,626
Total deposits		2,227,322			2,140,418
Repurchase agreements		114,576			88,404
Federal funds purchased and other short-term borrowings		3,890			4,240
Advances from Federal Home Loan Bank		172,617			162,391
Long-term debt		59,500			59,500
Other liabilities		20,897			17,972
Total liabilities		2,598,802			2,472,925
Shareholders’ equity:
Preferred stock, 300,000 shares authorized and unissued
Common stock, $5 par value, shares authorized 25,000,000;
shares outstanding 2005 - 14,889,226; 2004 - 14,845,217		74,446			74,226
Capital surplus		145,770			145,023
Retained earnings		25,175			15,874
Accumulated other comprehensive income (loss), net of tax		(345	)		1,046
Total shareholders’ equity		245,046			236,169
Total liabilities and shareholders’ equity	$	2,843,848		$	2,709,094

See notes to condensed consolidated financial statements.

Community Trust Bancorp, Inc.

Condensed Consolidated Statements of Income

(unaudited)

	Three Months Ended					Six Months Ended
	June 30					June 30
(in thousands except per share data)		2005		2004			2005			2004
Interest income:
Interest and fees on loans, including loans held for sale	$	32,648	$	26,884		$	63,115		$	53,743
Interest and dividends on securities
Taxable		4,910		3,473			9,961			7,169
Tax exempt		524		550			1,060			1,123
Other, including interest on federal funds sold		516		115			960			284
Total interest income		38,598		31,022			75,096			62,319
Interest expense:
Interest on deposits		10,051		6,662			18,997			13,541
Interest on repurchase agreements and other short-term borrowings		864		356			1,484			739
Interest on advances from Federal Home Loan Bank		1,281		37			2,520			77
Interest on long-term debt		1,313		1,313			2,627			2,627
Total interest expense		13,509		8,368			25,628			16,984
Net interest income		25,089		22,654			49,468			45,335
Provision for loan losses		1,700		1,785			3,067			3,918
Net interest income after provision for loan losses		23,389		20,869			46,401			41,417
Noninterest income:
Service charges on deposit accounts		4,460		4,462			8,507			8,699
Gains on sales of loans, net		347		410			652			869
Trust income		740		614			1,480			1,175
Securities gains, net		3		0			3			1
Other		2,988		3,634			5,601			6,391
Total noninterest income		8,538		9,120			16,243			17,135
Noninterest expense:
Salaries and employee benefits		10,613		10,015			20,874			19,706
Occupancy, net		1,557		1,435			3,098			2,876
Equipment		1,133		930			2,131			1,902
Data processing		1,135		1,063			2,275			2,060
Stationery, printing, and office supplies		336		388			709			714
Taxes other than payroll, property, and income		809		811			1,596			1,614
FDIC insurance		73		77			145			156
Legal and professional fees		690		823			1,525			1,688
Other		3,338		3,230			6,538			6,250
Total noninterest expense		19,684		18,772			38,891			36,966
Income before income taxes		12,243		11,217			23,753			21,586
Income taxes		3,765		3,461			7,314			6,550
Net income		8,478		7,756			16,439			15,036
Other comprehensive income, net of tax:
Unrealized holding gains (losses)		1,538		(5,253	)		(1,391	)		(4,060	)
Comprehensive income	$	10,016	$	2,503		$	15,048		$	10,976
Basic earnings per share	$	0.57	$	0.52		$	1.11		$	1.02
Diluted earnings per share	$	0.56	$	0.51		$	1.08		$	1.00
Weighted average shares outstanding-basic		14,881		14,792			14,869			14,803
Weighted average shares outstanding-diluted		15,167		15,072			15,153			15,076

Community Trust Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	Six months ended
	June 30
(in thousands)		2005			2004
Cash flows from operating activities:
Net income	$	16,439		$	15,036
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,459			2,185
Provision for loan and other real estate losses		3,100			4,107
Securities gains, net		(3	)		(1	)
Gains on sale of mortgage loans held for sale		(652	)		(869	)
Gains (losses) on sale of assets, net		7			(148	)
Proceeds from sale of mortgage loans held for sale		27,751			36,092
Funding of loans held for sale		(27,319	)		(37,598	)
Amortization of securities premiums, net		816			590
Changes in:
Other liabilities		3,178			1,412
Other assets		(2,335	)		7,496
Net cash provided by operating activities		23,441			26,307
Cash flows from investing activities:
Securities available-for-sale:
Proceeds from sales		1,800			60,600
Proceeds from prepayments and maturities		57,218			52,221
Purchase of securities		(51,109	)		(31,923	)
Securities held-to-maturity:
Proceeds from prepayments and maturities		6,701			14,881
Change in loans, net		(95,981	)		(79,731	)
Purchase of premises, equipment, and other real estate		(2,371	)		(2,617	)
Proceeds from sale of premises and equipment		21			19
Proceeds from sale of other real estate		1,138			1,427
Additional investment in OREO		(173	)		(35	)
Net assets acquired		(4,128	)		0
Net cash provided by (used in) investing activities		(86,884	)		14,842
Cash flows from financing activities:
Change in deposits, net		17,540			(16,458	)
Change in repurchase agreements and other short-term borrowings, net		25,822			(18,219	)
Payments on advances from Federal Home Loan Bank		(274	)		(535	)
Issuance of common stock		969			810
Other equity adjustments		0			47
Purchase of common stock		0			(1,400	)
Dividends paid		(7,139	)		(6,195	)
Net cash provided by (used in) financing activities		36,918			(41,950	)
Net decrease in cash and cash equivalents		(26,525	)		(801	)
Cash and cash equivalents at beginning of year		129,580			88,961
Cash and cash equivalents at end of period	$	103,055		$	88,160

See notes to condensed consolidated financial statements.

Community Trust Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (which consist of normal recurring accruals) necessary, to present fairly the condensed consolidated financial position as of June 30, 2005, the results of operations for the three and six months ended June 30, 2005 and 2004, and the cash flows for the six months ended June 30, 2005 and 2004. In accordance with accounting principles generally accepted in the United States of America for interim financial information, these statements do not include certain information and footnote disclosures required by accounting principles generally accepted in the United States of America for complete annual financial statements. Financial information as of December 31, 2004 has been derived from the audited consolidated financial statements of Community Trust Bancorp, Inc. (the “Corporation”). The results of operations for the three and six months ended June 30, 2005 and 2004 and the cash flows for the six months ended June 30, 2005 and 2004 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2004, included in the Corporation's Annual Report on Form 10-K.

Principles of Consolidation - The unaudited condensed consolidated financial statements include the accounts of the Corporation and its separate and distinct, wholly owned subsidiaries Community Trust Bank, Inc. (the “Bank”) and Community Trust and Investment Company. All significant intercompany transactions have been eliminated in consolidation.

ØAccounting for Certain Loans and Debt Securities Acquired in a Transfer - In December 2003, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 03-3, Accounting for Certain Loans and Debt Securities Acquired in a Transfer. SOP 03-3 addresses the accounting for certain acquired loans that show evidence of credit deterioration since their origination (i.e. impaired loans) and for which a loss is deemed probable of occurring. SOP 03-3 prohibits the carryover of an allowance for loan loss on certain acquired loans within its scope. SOP 03-3 is effective for loans that are acquired in fiscal years beginning after December 15, 2004. The adoption of this Statement had no material effect on the Corporation’s consolidated financial statements.

ØStock-Based Employee Compensation - The Corporation currently maintains two incentive stock option plans covering key employees; however, only one plan is active. The 1998 Stock Option Plan ("1998 Plan") was approved by the Board of Directors and the Shareholders in 1998. All options granted have a maximum term of ten years. Options granted as management retention options vest after five years, all other options vest ratably over four years. The Corporation has elected to follow Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for its employee stock options. Under APB Opinion No. 25, because the exercise price of all employee stock options equals the market price of the underlying stock on the date of the grant, no compensation expense is recognized.

Had compensation cost for the Corporation’s stock options granted during the three and six months ended June 30, 2005 and 2004 been determined under the fair value approach described in SFAS No. 123, Accounting for Stock-Based Compensation, the Corporation’s net income and earnings per share would have been reduced to the pro forma amounts indicated below:

		Three Months Ended June 30					Six Months Ended June 30
(in thousands except per share amounts)			2005		2004			2005			2004
Net income as reported		$	8,478	$	7,756		$	16,439		$	15,036
Stock-based compensation expense			0		(262	)		(826	)		(534	)
Tax effect			0		92			289			187
Net income pro forma		$	8,478	$	7,586		$	15,902		$	14,689
Basic earnings per share	As reported	$	0.57	$	0.52		$	1.11		$	1.02
	Pro forma		0.57		0.51			1.07			0.99
Diluted earnings per share	As reported	$	0.56	$	0.51		$	1.08		$	1.00
	Pro forma		0.56		0.50			1.05			0.97

In December 2004, FASB issued SFAS No. 123R, Share-Based Payment. SFAS No. 123R is a revision of SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25. Among other items, SFAS No. 123R eliminates the use of APB Opinion No. 25 and the intrinsic value method of accounting and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. The effective date of SFAS No. 123R was to be the first reporting period beginning after June 15, 2005, which is the third quarter 2005 for calendar year companies; however, the effective date has been postponed until January 1, 2006.

SFAS No. 123R permits companies to adopt its requirements using either a "modified prospective" method, or a "modified retrospective" method. Under the "modified prospective" method, the compensation cost is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS No. 123R for all share-based payments granted after that date, and based on the requirements of SFAS No. 123 for all unvested awards granted prior to the effective date of SFAS No. 123R. Under the "modified retrospective" method, the requirements are the same as under the "modified prospective" method, but this method also permits entities to restate financial statements of previous periods based on pro forma disclosures made in accordance with SFAS No. 123. The Corporation currently utilizes a standard option pricing model (i.e., Black-Scholes) to measure the fair value of stock options granted to employees. While SFAS No. 123R permits entities to continue to use such a model, the standard also permits the use of a "lattice" model. The Corporation has not yet determined which model it will use to measure the fair value of employee stock options upon the adoption of SFAS No. 123R. SFAS No. 123R also requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after the effective date. These future amounts cannot be estimated, because they depend on, among other things, when employees exercise stock options. The Corporation has not yet determined which of the aforementioned adoption methods it will use.

Note 2 - Securities

Securities are classified into held-to-maturity and available-for-sale categories. Held-to-maturity securities are those that the Corporation has the positive intent and ability to hold to maturity and are reported at amortized cost. Available-for-sale securities are those that the Corporation may decide to sell if needed for liquidity, asset-liability management or other reasons. Available-for-sale securities are reported at fair value, with unrealized gains or losses included as a separate component of equity, net of tax.

The amortized cost and fair value of securities at June 30, 2005 are summarized as follows:

Available-for-Sale

(in thousands)		Amortized Cost		Fair Value
U.S. Treasury and Government agencies	$	1,002	$	1,002
State and political subdivisions		45,571		47,381
U.S. agency mortgage-backed pass through certificates		340,950		338,672
Collateralized mortgage obligations		1,080		1,108
Total debt securities		388,603		388,163
Marketable equity securities		85,644		85,554
Total available-for-sale securities	$	474,247	$	473,717

Held-to-Maturity

(in thousands)		Amortized Cost		Fair Value
U.S. Treasury and Government agencies	$	500	$	503
State and political subdivisions		3,183		3,176
U.S. agency mortgage-backed pass through certificates		52,146		51,024
Total held-to-maturity securities	$	55,829	$	54,703

The amortized cost and fair value of securities as of December 31, 2004 are summarized as follows:

Available-for-Sale

(in thousands)		Amortized Cost		Fair Value
U.S. Treasury and Government agencies	$	1,006	$	1,004
State and political subdivisions		47,048		49,435
U.S. agency mortgage-backed pass through certificates		379,503		378,834
Collateralized mortgage obligations		2,336		2,394
Other debt securities		10,000		9,835
Total debt securities		439,893		441,502
Marketable equity securities		40,778		40,778
Total available-for-sale securities	$	480,671	$	482,280

Held-to-Maturity

(in thousands)		Amortized Cost		Fair Value
U.S. Treasury and Government agencies	$	500	$	500
State and political subdivisions		3,285		3,335
U.S. agency mortgage-backed pass through certificates		58,886		58,112
Total held-to-maturity securities	$	62,671	$	61,947

Note 3 - Loans

Major classifications of loans are summarized as follows:

(in thousands)		June 30 2005		December 31 2004
Commercial construction	$	105,309	$	75,078
Commercial secured by real estate		657,603		613,059
Commercial other		304,892		276,921
Real estate construction		35,071		30,456
Real estate mortgage		543,491		499,410
Consumer		407,079		395,588
Equipment lease financing		15,722		12,007
Total loans	$	2,069,167	$	1,902,519

Note 4 - Borrowings

Short-term debt consists of the following:

(in thousands)		June 30 2005		December 31 2004
Subsidiaries:
Repurchase agreements	$	114,576	$	88,404
Federal funds purchased		3,890		4,240
Total short-term debt	$	118,466	$	92,644

On April 29, 2005, the Corporation entered into a revolving note agreement for a line of credit in the amount of $12 million, all of which is currently available to meet any future cash needs. The agreement will mature on April 28, 2006.

All federal funds purchased and the majority of repurchase agreements mature and reprice daily. The average rates paid for federal funds purchased and repurchase agreements on June 30, 2005 were 3.30% and 3.14%, respectively.

Federal Home Loan Bank advances consisted of the following monthly amortizing and term borrowings:

(in thousands)		June 30 2005		December 31 2004
Monthly amortizing	$	2,117	$	2,391
Term		170,500		160,000
	$	172,617	$	162,391

The advances from the Federal Home Loan Bank that require monthly principal payments were due for repayment as follows:

	Principal Payments Due by Period at June 30, 2005
(in thousands)	Total		Within 1 Year		1-5 Years		5-10 Years		After 10 Years
Outstanding advances, weighted average interest rate -5.21 %	$	2,117	$	622	$	1,437	$	39	$	19

	Principal Payments Due by Period at December 31, 2004
(in thousands)	Total		Within 1 Year		1-5 Years		5-10 Years		After 10 Years
Outstanding advances, weighted average interest rate - 5.33%	$	2,391	$	604	$	1,120	$	646	$	21

The term advances that require the total payment to be made at maturity follow:

(in thousands)		June 30 2005		December 31 2004
Advance #143, 2.37%, due 8/30/05	$	40,000	$	40,000
Advance #144, 2.88%, due 8/30/06		40,000		40,000
Advance #145, 3.31%, due 8/30/07		40,000		40,000
Advance #146, 3.70%, due 8/30/08		40,000		40,000
Advance #148, 1.76%, due 6/6/13		1,000		0
Advance #149, 3.65%, due 7/28/06		2,000		0
Advance #150, 3.60%, due 8/12/05		2,000		0
Advance #151, 3.65%, due 8/11/06		2,000		0
Advance #152, 3.55%, due 8/11/05		1,000		0
Advance #153, 3.55%, due 11/10/05		2,500		0
	$	170,500	$	160,000

The advances are collateralized by Federal Home Loan Bank stock of $21.8 million and certain first mortgage loans totaling $233.0 million as of June 30, 2005. Advances totaling $163.1 million at June 30, 2005 had fixed interest rates ranging from 1.00% to 7.05% with a weighted average rate of 3.08%; advances totaling $9.5 million had variable interest rates ranging from 3.55% to 3.65% with a weighted average rate of 3.60%. The variable rate advances #149 through #153 were obtained in connection with the acquisition of Heritage Community Bank of Danville on June 10, 2005.

Long-term debt consists of the following:

(in thousands)		June 30 2005		December 31 2004
Junior subordinated debentures, 9.00%, due 3/31/27	$	34,500	$	34,500
Junior subordinated debentures, 8.25%, due 3/31/32		25,000		25,000
Total long-term debt	$	59,500	$	59,500

Note 5 - Acquisitions

On June 10, 2005, Community Trust Bank, Inc., the bank subsidiary of Community Trust Bancorp, Inc., completed the acquisition of Heritage Community Bank of Danville, Kentucky. All former Heritage Community Bank offices now operate as branch offices of Community Trust Bank, Inc. The Corporation obtained loans totaling approximately $75 million, cash and cash equivalents of approximately $8 million, and deposits totaling approximately $69 million from this acquisition. The total cost of the acquisition, including direct acquisition costs, was $12.4 million. Goodwill and core deposit intangible of approximately $4 million was recorded based on a preliminary allocation of fair value. The preliminary allocations of purchase price are based upon preliminary valuation information which management believes will be completed in the third quarter 2005. Pro forma information has not been presented since the impact of the acquisition is not significant.

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Overview

Community Trust Bancorp, Inc. (the “Corporation”) is a bank holding company headquartered in Pikeville, Kentucky. At June 30, 2005, the Corporation owned one commercial bank and one trust company. Through its subsidiaries, the Corporation has seventy-nine banking locations in eastern, northeast, central, and south central Kentucky and southern West Virginia, two loan production offices in Kentucky, and five trust offices across Kentucky. The banking locations are segmented into nineteen markets within four regions. The Corporation had total assets of $2.8 billion and total shareholders’ equity of $245.0 million as of June 30, 2005. The Corporation’s common stock is listed on NASDAQ under the symbol CTBI. Current market participants are FTN Midwest Research Securities Corp., Cleveland, Ohio; Goldman, Sachs & Co., New York, New York; Howe Barnes Investments, Inc., Chicago, Illinois; J.J.B. Hilliard, W.L. Lyons, Inc., Louisville, Kentucky; Keefe, Bruyette & Woods, Inc., New York, New York; Merrill Lynch, Pierce, Fenner & Smith Incorporated, New York, New York; Monroe Securities, Inc., Chicago, Illinois; Morgan Stanley & Co., Incorporated, New York, New York; and Sandler O'Neill & Partners, New York, New York.

On June 10, 2005, Community Trust Bank, Inc., the bank subsidiary of Community Trust Bancorp, Inc., completed the acquisition of Heritage Community Bank of Danville, Kentucky. All former Heritage Community Bank offices now operate as branch offices of Community Trust Bank, Inc.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the appropriate application of certain accounting policies, many of which require us to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements and related notes. Since future events and their impact cannot be determined with certainty, the actual results will inevitably differ from our estimates. Such differences could be material to the consolidated financial statements.

We believe the application of accounting policies and the estimates required therein are reasonable. These accounting policies and estimates are constantly reevaluated, and adjustments are made when facts and circumstances dictate a change. Historically, we have found our application of accounting policies to be appropriate, and actual results have not differed materially from those determined using necessary estimates.

Our accounting policies are more fully described in note 1 to the consolidated financial statements incorporated in the Annual Report on Form 10-K for the year ended December 31, 2004. We have identified the following critical accounting policies:

Loans - Loans are reported at the carrying value of unpaid principal reduced by unearned interest and an allowance for loan losses. Income is recorded on the level yield basis. Interest accrual is discontinued when management believes, after considering economic and business conditions, collateral value, and collection efforts, that the borrower’s financial condition is such that collection of interest is doubtful. Any loan greater than 90 days past due must be well secured and in the process of collection to continue accruing interest. Cash payments received on nonaccrual loans generally are applied against principal, and interest income is only recorded once principal recovery is reasonably assured. Loans are not reclassified as accruing until principal and interest payments are brought current and future payments appear reasonably certain.

Allowance for Loan Losses - The adequacy of the allowance is reviewed quarterly by management using a methodology that includes several key factors. The Corporation utilizes an internal risk grading system for commercial credits, and those larger commercial credits identified through this grading system as having weaknesses are individually reviewed for the customer's ability and potential to repay their loans. The borrower’s cash flow, adequacy of collateral held for the loan, and other options available to the Corporation including legal avenues are all evaluated. Based upon this individual credit evaluation, a specific allocation to the allowance may be made for the loan.

For other commercial loans that are not individually evaluated, an allowance allocation is determined by applying an eight-quarter moving average historical loss rate for this group of loans. Consumer installment and residential mortgage loans are not individually risk graded. Allowance allocations are provided for these pools of loans based upon an eight-quarter moving average historical loss rate for each of these categories of loans.

An unallocated portion of the allowance is also determined in recognition of the inherent inability to precisely determine the loss potential in any particular loan or pool of loans. The factors considered by management in determining this amount of inherent risk include delinquency trends, current economic conditions and trends, strength of the supervision and administration of the loan portfolio, level of nonperforming loans, trend in loan losses, recovery rates associated with previously charged-off loans, concentrations within commercial credits, problem loan identification strengths and weaknesses, collateral evaluation strengths and weaknesses, and the level of financial statement exceptions. These factors are reviewed quarterly and weighted as deemed appropriate by management. The total of these weighted factors is then applied against the total loan portfolio and the allowance is adjusted accordingly.

Investments - Management determines the classification of securities at purchase. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting for Certain Investments in Debt and Equity Securities, the Corporation classifies securities into held-to-maturity or available-for-sale categories. Held-to-maturity securities are those which the Corporation has the positive intent and ability to hold to maturity and are reported at amortized cost. Available-for-sale securities are those the Corporation may decide to sell if needed for liquidity, asset/liability management, or other reasons. Available-for-sale securities are reported at fair value, with unrealized gains and losses included as a separate component of shareholders’ equity, net of tax. If declines in fair value are not temporary, the carrying value of the securities is written down to fair value as a permanent impairment.

Gains or losses on disposition of securities are computed by specific identification for all securities except for shares in mutual funds, which are computed by average cost. Interest and dividend income, adjusted by amortization of purchase premium or discount, is included in earnings.

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate. Net unrealized losses, if any, are recognized in a valuation allowance by charges to income.

Goodwill - The Corporation evaluates total goodwill for impairment, based upon SFAS No. 142, Goodwill and Other Intangible Assets and SFAS No. 147, Acquisitions of Certain Financial Institutions, using fair value techniques including multiples of price/equity. Goodwill is evaluated for impairment on an annual basis.

Dividends

The following schedule shows the quarterly cash dividends paid for the past six quarters:

Pay Date	Record Date	Amount Per Share
July 1, 2005	June 15, 2005	$0.24
April 1, 2005	March 15, 2005	$0.24
January 1, 2005	December 15, 2004	$0.24
October 1, 2004	September 15, 2004	$0.21
July 1, 2004	June 15, 2004	$0.21
April 1, 2004	March 15, 2004	$0.21

Statement of Income Review

The Corporation reported record earnings for the second quarter 2005 of $8.5 million or $0.57 per share compared to $7.8 million or $0.52 per share earned during the second quarter of 2004 and $8.0 million or $0.54 per share earned during the first quarter of 2005. Year-to-date earnings for the six months ended June 30, 2005 were $16.4 million or $1.11 per share compared to $15.0 million or $1.02 per share for the six months ended June 30, 2004. The Corporation's basic earnings per share for the second quarter 2005 reflects an increase of 9.6% over prior year. Year-to-date basic earnings per share increased 8.8% over prior year.

The Corporation had basic weighted average shares outstanding of 14.9 million and 14.8 million, respectively, for the three months ended June 30, 2005 and 2004 and for the six months ended June 30, 2005 and 2004. The following table sets forth on an annualized basis the return on average assets and return on average shareholders’ equity for the three and six months ended June 30, 2005 and 2004:

	Three months ended					Six months ended
	June 30					June 30
		2005		2004			2005		2004
Return on average shareholders' equity		13.96	%	13.81	%		13.73	%	13.39	%
Return on average assets		1.21	%	1.26	%		1.20	%	1.22	%

Net Interest Income

Our net interest margin of 3.95% for the quarter ended June 30, 2005 was a 14 basis point decrease from the 4.09% for the quarter ended June 30, 2004 and a 2 basis point decrease from the quarter ended March 31, 2005. The decrease in the net interest margin was primarily attributable to our increased cost of funds from competitive deposit pricing and continuous flattening of the yield curve..

The following table summarizes the annualized net interest spread and net interest margin for the three and six months ended June 30, 2005 and 2004.

	Three months ended					Six months ended
	June 30					June 30
		2005		2004			2005		2004
Yield on interest earning assets		6.04	%	5.58	%		5.97	%	5.60	%
Cost of interest bearing funds		2.55	%	1.82	%		2.46	%	1.84	%
Net interest spread		3.49	%	3.76	%		3.51	%	3.76	%
Net interest margin		3.95	%	4.09	%		3.96	%	4.09	%

Provision for Loan Losses

The analysis of the changes in the allowance for loan losses and selected ratios is set forth below:

	Six months ended
	June 30
(in thousands)		2005			2004
Allowance balance at January 1	$	27,017		$	24,653
Additions to allowance charged against operations		3,067			3,918
Recoveries credited to allowance		1,878			1,815
Losses charged against allowance		(4,558	)		(4,604	)
Allowance of acquired banks		1,759			0
Allowance balance at June 30	$	29,163		$	25,782
Allowance for loan losses to period-end loans		1.41	%		1.42	%
Average loans, net of unearned income	$	1,951,768		$	1,768,384
Provision for loan losses to average loans, annualized		0.32	%		0.45	%
Loan charge-offs net of recoveries, to average loans, annualized		0.28	%		0.32	%

Our reserve for losses on loans as a percentage of total loans outstanding at June 30, 2005 decreased to 1.41% from the 1.42% at June 30, 2004 and March 31, 2005. Net loan charge-offs for the six months ended June 30, 2005 of $2.7 million, or 0.28% of average loans, decreased from the $2.8 million, or 0.32% of average loans, for the six months ended June 30, 2004. As a result of our improved asset quality, our provision for loan losses as a percentage of average loans for the six months ended June 30, 2005 decreased to 0.32% from the 0.45% at June 30, 2004.

Noninterest Income

Noninterest income of $8.5 million for the quarter ended June 30, 2005 was a 6.4% decrease from the quarter ended June 30, 2004 and a 10.8% increase from the $7.7 million earned for the quarter ended March 31, 2005. Year-to-date noninterest income decreased 5.2% from June 30, 2004. The following table displays the quarterly activity in the various significant noninterest income accounts.

Noninterest Income Summary
(in thousands)		2Q 2005			2Q 2004		YTD 2005		YTD 2004
Deposit related fees	$	4,460		$	4,462	$	8,507	$	8,699
Loan related fees		1,292			1,349		2,510		2,493
Mortgage servicing rights		(94	)		763		132		163
Trust revenue		740			614		1,480		1,175
Gains on sales of loans		347			410		652		869
Other revenue		1,793			1,522		2,962		3,736
Total noninterest income	$	8,538		$	9,120	$	16,243	$	17,135

Noninterest income for the quarter ended June 30, 2005 was negatively impacted by a $0.1 million temporary impairment charge to our valuation reserve for capitalized mortgage servicing rights. Noninterest income for the second quarter 2004 and the first quarter 2005 was positively impacted by $0.8 million and $0.2 million pre-tax, respectively, temporary impairment recoveries of our capitalized mortgage rights. Trust revenue increased $0.1 million for the quarter ended June 30, 2005 compared to the quarter ended June 30, 2004 and $0.3 million year-over-year.

Noninterest Expense

Noninterest expense of $19.7 million was a 4.9% increase from the $18.8 million for the second quarter 2004 and a 2.5% increase from the first quarter 2005. The increase in noninterest expense is reflective of the additional operating expenses, primarily personnel, associated with the six new branches and loan production offices opened during the first quarter 2005 and the last six months of 2004. The impact to noninterest expense relative to the Danville acquisition was immaterial.

Balance Sheet Review

The Corporation’s total assets at $2.8 billion at June 30, 2005 grew at a rate of 16.4% from June 30, 2004 and at an annualized rate of 10.0% from December 31, 2004. The Danville acquisition contributed $88.4 million to this increase. The Company's loan portfolio grew 14.0% from June 30, 2004 and at an annualized rate of 17.7% from December 31, 2004. Loans totaling approximately $75 million were obtained during the Danville acquisition.

Total deposits and repurchase agreements of $2.3 billion at June 30, 2005 represent an increase of $210.8 million or 9.9% from June 30, 2004. Deposit growth excluding the Danville acquisition was $141.4 million. Total deposits and repurchase agreements grew at an annualized rate of 10.2% from December 31, 2004.

Shareholders’ equity of $245.0 million on June 30, 2005 was an 8.6% increase from the $225.6 million on June 30, 2004 and an annualized increase of 7.6% from the $236.2 million on December 31, 2004. The Company's annualized dividend yield to shareholders as of June 30, 2005 was 2.93%.

Loans

Total loans of $2.1 billion represent an increase of $254.8 million from June 30, 2004. Internal loan growth totaled approximately $180 million as growth occurred in all three major loan categories: commercial, residential real estate, and consumer loans. Loan growth from December 31, 2004 totaled $166.6 million.

Nonperforming loans increased to $21.4 million, or 1.0% of total loans, from the $19.9 million, or 1.1% of total loans, at June 30, 2004 and the $20.1 million, or 1.1% of total loans, at December 31, 2004. The increase in nonperforming loans is attributable to an increase in nonaccrual loans resulting primarily from a $1.9 million loan which is a workout and $1 million in various loans from the Danville acquisition. Specific reserves have been established for any potential losses. The Company does not believe that these customers are indicators of an overall weakness in a particular industry or economic sector.

Foreclosed properties on June 30, 2005 were $5.9 million, a decrease from the $6.2 million at June 30, 2004 but an increase from the $4.8 million reported at December 31, 2004. The increase in foreclosed properties during the second quarter is primarily attributable to a property obtained in the Danville acquisition which has been sold at book value subsequent to quarter-end.

The following tables summarize the Corporation’s nonperforming loans as of June 30, 2005 and December 31, 2004.

(in thousands)		Nonaccrual loans	As a % of Loan Balances by Category			Restructured Loans	As a % of Loan Balances by Category			Accruing Loans Past Due 90 Days or More	As a % of Loan Balances by Category			Total Loan Balances
June 30, 2005
Commercial construction	$	110	0.10	%	$	0	0.00	%	$	97	0.09	%	$	105,309
Commercial secured by real estate		6,361	0.97			876	0.13			1,930	0.29			657,603
Commercial other		5,627	1.85			0	0.00			447	0.15			304,892
Consumer real estate construction		0	0.00			0	0.00			236	0.67			35,071
Consumer real estate secured		4,160	0.77			0	0.00			1,224	0.23			543,491
Consumer other		54	0.01			0	0.00			303	0.07			407,079
Equipment lease financing		0	0.00			0	0.00			0	0.00			15,722
Total	$	16,312	0.79	%	$	876	0.04	%	$	4,237	0.20	%	$	2,069,167

(in thousands)		Nonaccrual loans	As a % of Loan Balances by Category			Restructured Loans	As a % of Loan Balances by Category			Accruing Loans Past Due 90 Days or More	As a % of Loan Balances by Category			Total Loan Balances
December 31, 2004
Commercial construction	$	271	0.36	%	$	0	0.00	%	$	650	0.87	%	$	75,078
Commercial secured by real estate		5,093	0.83			858	0.14			2,603	0.42			613,059
Commercial other		3,473	1.25			116	0.04			569	0.21			276,921
Consumer real estate construction		114	0.37			0	0.00			0.00	0.00			30,456
Consumer real estate secured		4,828	0.97			0	0.00			1,131	0.23			499,410
Consumer other		29	0.01			0	0.00			366	0.09			395,588
Equipment lease financing		0	0.00			0	0.00			0	0.00			12,007
Total	$	13,808	0.73	%	$	974	0.05	%	$	5,319	0.28	%	$	1,902,519

Loans on non-accrual increased $2.5 million from December 31, 2004 to June 30, 2005. Accruing loans past due 90 days or more decreased $1.1 million from December 31, 2004 to June 30, 2005, and restructured loans decreased $0.1 million during this period.

Allowance for Loan Losses

The allowance for loan losses balance is maintained by management at a level considered adequate to cover anticipated probable losses based on past loss experience, general economic conditions, information about specific borrower situations including their financial position and collateral values, and other factors and estimates which are subject to change over time. This analysis is completed quarterly and forms the basis for allocation of the loan loss reserve and what charges to the provision may be required. For further discussion of the allowance for loan losses, see the Critical Accounting Policies and Estimates section presented earlier in Item 2.

Securities

The Corporation uses its securities held-to-maturity for production of income and to manage cash flow needs through expected maturities. The Corporation uses its securities available-for-sale for income and balance sheet liquidity management. Securities available-for-sale reported at fair value decreased from $482.3 million as of December 31, 2004 to $473.7 million at June 30, 2005; the excess of market over cost decreased from a positive $1.6 million to a negative $0.5 million. Securities held-to-maturity decreased from $62.7 million to $55.8 million during the same period. Total securities as a percentage of total assets were 20.1% as of December 31, 2004 and 18.6% as of June 30, 2005.

Liquidity and Capital Resources

The Corporation’s liquidity objectives are to ensure that funds are available for the subsidiary bank to meet deposit withdrawals and credit demands without unduly penalizing profitability. Additionally, the Corporation's objectives ensure that funding is available for the Corporation to meet ongoing cash needs while maximizing profitability. The Corporation continues to identify ways to provide for liquidity on both a current and long-term basis. The subsidiary bank relies mainly on core deposits, certificates of deposits of $100,000 or more, repayment of principal and interest on loans and securities and federal funds sold and purchased to create long-term liquidity. The subsidiary bank also has available the sale of securities under repurchase agreements, securities available-for-sale, and Federal Home Loan Bank ("FHLB") borrowings as secondary sources of liquidity.

Due to the nature of the markets served by the subsidiary bank, management believes that the majority of its certificates of deposit of $100,000 or more are no more volatile than its core deposits. During periods of interest rate volatility, these deposit balances have remained stable as a percentage of total deposits. In addition, an arrangement has been made with a correspondent bank for the purchase of federal funds on an unsecured basis, up to $20 million, if necessary, to meet the Corporation’s liquidity needs.

The Corporation owns securities with an estimated fair value of $473.7 million that are designated as available-for-sale and available to meet liquidity needs on a continuing basis. The Corporation also has available Federal Home Loan Bank advances for both liquidity and management of its asset/liability position. FHLB advances increased to $172.6 million at June 30, 2005 from $162.4 million at December 31, 2004; $10.5 million of this increase was as a result of the acquisition of Heritage Community Bank of Danville. FHLB borrowing capacity at June 30, 2005 was $205.1 million. Long-term debt remained at $59.5 million from December 31, 2004 to June 30, 2005. At June 30, 2005, the Corporation had $18.3 million in federal funds sold compared to $50.9 million at December 31, 2004. Additionally, management projects cash flows from the Corporation's investment portfolio to generate additional liquidity over the next 90 days.

The Corporation generally relies upon net inflows of cash from financing activities, supplemented by net inflows of cash from operating activities, to provide cash for its investing activities. As is typical of many financial institutions, significant financing activities include deposit gathering, use of short-term borrowing facilities such as federal funds purchased and securities sold under repurchase agreements, and issuance of long-term debt. The Corporation currently has a $12 million revolving line of credit, all of which is currently available to meet any future cash needs. The Corporation’s primary investing activities include purchases of securities and loan originations; however, as discussed in note 5 to the condensed consolidated financial statements, the Corporation completed the acquisition of Heritage Community Bank of Danville, Kentucky (“Heritage”) on June 10, 2005. Cash used for the purchase of Heritage totaled approximately $12.1 million and was funded from normal operating cash flow.

The investment portfolio continues to consist of high-quality short-term issues. The majority of the investment portfolio is in U.S. Government and agency issuances. The average life of the portfolio is2.94 years.Available-for-sale ("AFS") securities comprise89.5%of the total investment portfolio. At the end of the second quarter, the AFS portfoliowas $473.7 million or 193%of equity capital.Sixty-five percentof the pledge eligible portfolio is pledged.

The Corporation's stock repurchase program began in December 1998 with the authorization to acquire up to 500,000 shares and was increased by an additional 1,000,000 shares in July 2000. The Corporation issued a press release on May 13, 2004 announcing its intention to repurchase up to 1,000,000 additional shares. The Corporation’s stock repurchase program continues to be accretive to shareholder value. During the first six months of 2005, the Corporation acquired no shares of the Corporation's stock. As of June 30, 2005, a total of 1,921,481 shares have been repurchased through this program.

In conjunction with maintaining a satisfactory level of liquidity, management monitors the degree of interest rate risk assumed on the consolidated balance sheet. The Corporation monitors its interest rate risk by use of the static gap model and dynamic gap model at the one-year interval. The Corporation uses the Sendero system to monitor its interest rate risk. The static gap model monitors the difference in interest rate sensitive assets and interest rate sensitive liabilities as a percentage of total assets that mature within the specified time frame. The dynamic gap model goes further in that it assumes that interest rate sensitive assets and liabilities will be reinvested. The Corporation desires an interest sensitivity gap of not more than fifteen percent of total assets at the one-year interval.

The Corporation’s principal source of funds used to pay dividends to shareholders and service long-term debt is the dividends it receives from the subsidiary bank. Various federal statutory provisions, in addition to regulatory policies and directives, limit the amount of dividends that subsidiary banks can pay without prior regulatory approval. These restrictions have had no major impact on the Corporation’s dividend policy or its ability to service long-term debt, nor is it anticipated that they would have any major impact in the foreseeable future. During the remainder of 2005, approximately $39.8 million plus any remaining 2005 net profits can be paid by the Corporation’s banking subsidiary without prior regulatory approval.

The primary source of capital for the Corporation is retained earnings. The Corporation paid cash dividends of $0.48 per share during the first six months of 2005. Basic earnings per share for the same period was $1.11. The Corporation retained 56.8% of earnings for the first six months of 2005.

Under guidelines issued by banking regulators, the Corporation and its subsidiary bank are required to maintain a minimum Tier 1 risk-based capital ratio of 4% and a minimum total risk-based ratio of 8%. In order to be considered “well-capitalized” the Corporation must maintain ratios of 6% and 10%, respectively. Risk-based capital ratios weight the relative risk factors of all assets and consider the risk associated with off-balance sheet items. The Corporation must also maintain a minimum Tier 1 leverage ratio of 4%. The well-capitalized ratio for Tier 1 leverage is 5%. The Corporation’s Tier 1 leverage, Tier 1 risk-based, and total risk-based ratios were 8.68%, 11.13%, and 12.38%, respectively, as of June 30, 2005, all exceeding the threshold for meeting the definition of well-capitalized.

As of June 30, 2005, management is not aware of any current recommendations by banking regulatory authorities which, if they were to be implemented, would have, or would be reasonably likely to have, a material adverse impact on the Corporation’s liquidity, capital resources, or operations.

Impact of Inflation and Changing Prices

The majority of the Corporation’s assets and liabilities are monetary in nature. Therefore, the Corporation differs greatly from most commercial and industrial companies that have significant investment in nonmonetary assets, such as fixed assets and inventories. However, inflation does have an important impact on the growth of assets in the banking industry and on the resulting need to increase equity capital at higher than normal rates in order to maintain an appropriate equity to assets ratio. Inflation also affects other expenses, which tend to rise during periods of general inflation.

Management believes one of the most significant impacts on financial and operating results is the Corporation’s ability to react to changes in interest rates. Management seeks to maintain an essentially balanced position between interest rate sensitive assets and liabilities in order to protect against the effects of wide interest rate fluctuations.

FORWARD-LOOKING STATEMENTS

Certain of the statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. The Corporation’s actual results may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as “believe,”“expect,”“anticipate,”“intend,”“estimate,”“may increase,”“may fluctuate,” and similar expressions or future or conditional verbs such as “will,”“should,”“would,” and “could.” These forward-looking statements involve risks and uncertainties including, but not limited to, economic conditions, portfolio growth, the credit performance of the portfolios, including bankruptcies, and seasonal factors; changes in general economic conditions including the performance of financial markets, the performance of coal and coal related industries, prevailing inflation and interest rates, realized gains from sales of investments, gains from asset sales, and losses on commercial lending activities; results of various investment activities; the effects of competitors’ pricing policies, of changes in laws and regulations on competition and of demographic changes on target market populations’ savings and financial planning needs; industry changes in information technology systems on which we are highly dependent; failure of acquisitions to produce revenue enhancements or cost savings at levels or within the time frames originally anticipated or unforeseen integration difficulties; the adoption by the Corporation of an FFIEC policy that provides guidance on the reporting of delinquent consumer loans and the timing of associated credit charge-offs for financial institution subsidiaries; and the resolution of legal proceedings and related matters. In addition, the banking industry in general is subject to various monetary and fiscal policies and regulations, which include those determined by the Federal Reserve Board, the Federal Deposit Insurance Corporation, and state regulators, whose policies and regulations could affect the Corporation’s results. These statements are representative only on the date hereof, and the Corporation undertakes no obligation to update any forward-looking statements made.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest rate risk management focuses on maintaining consistent growth in net interest income within Board-approved policy limits. The Corporation uses an earnings simulation model to analyze net interest income sensitivity to movements in interest rates. Given a 200 basis point increase to the yield curve used in the simulation model, it is estimated net interest income for the Corporation would increase by 3.73 percent over one year and by 2.51 percent over two years. A 100 basis point decrease in the yield curve would decrease net interest income by an estimated 2.00 percent over one year and by 1.09 percent over two years. For further discussion of the Corporation's market risk, see the Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Market Risk included in the Annual Report on Form 10-K for the year ended December 31, 2004.

Item 4. Controls and Procedures

The Corporation's management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of June 30, 2005, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and the Controller, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, management concluded that disclosure controls and procedures as of June 30, 2005 were effective in ensuring material information required to be disclosed in this quarterly report on Form 10-Q was recorded, processed, summarized, and reported on a timely basis. Additionally, there were no changes in the Corporation's internal control over financial reporting that occurred during the quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

Management's responsibilities related to establishing and maintaining effective disclosure controls and procedures include maintaining effective internal controls over financial reporting that are designed to produce reliable financial statements in accordance with accounting principles generally accepted in the United States. There have been no significant changes in the Corporation's internal controls or in other factors that could significantly affect internal controls subsequent to June 30, 2005.

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	None
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	None
Item 3.	Defaults Upon Senior Securities	None
Item 4.	Submission of Matters to a Vote of Security Holders

The Corporation’s Annual Meeting of Shareholders was held on April 26, 2005. The following items were approved:

1)Election of the following members to the Corporation’s Board of Directors for the ensuing year.

Nominee	In Favor	Withheld	Abstained
Charles J. Baird	11,936,664	156,181	3,505
Nick A. Cooley	11,004,410	1,088,435	3,505
William A. Graham, Jr.	11,831,353	261,492	3,505
Jean R. Hale	12,036,012	56,833	3,505
James McGhee II	12,035,181	57,664	3,505
M. Lynn Parrish	11,831,351	258,747	3,505
Paul E. Patton	11,936,174	145,762	3,505
Dr. James R. Ramsey	10,734,653	1,338,959	3,505

2)Ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2005.

The votes of the shareholders on this item were as follows:

In Favor	Against	Abstained
12,071,956	9,911	37,826

Item 5.	Other Information:
	The Corporation's Principal Executive Officer and Principal Financial Officer have furnished to the SEC the certifications with respect to this Form 10-Q that are required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002
Item 6.	a. Exhibits:
	(1) Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Exhibit 31.1 Exhibit 31.2
	(2) Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Exhibit 32.1 Exhibit 32.2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COMMUNITY TRUST BANCORP, INC.
	By:
Date: August 9, 2005	/s/ Jean R. Hale
	Jean R. Hale
	Chairman, President, and
	Chief Executive Officer
	/s/ Kevin J. Stumbo
	Kevin J. Stumbo
	Executive Vice President/Treasurer