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The Agreement includes the Form of Right Certificate as Exhibit A and the Summary of Terms of Rights as Exhibit B (4) 10.1 1998 Outside Director Option Plan (5) 10.2 1990 Outside Directors Stock Option Plan (6) 10.3 Tencor Instruments 1993 Nonemployee Directors Stock Option Plan (7) 10.4 1997 Employee Stock Purchase Plan (8) 10.5 Second Amended and Restated 1981 Employee Stock Purchase Plan (9) 10.6 Tencor Instruments Amended and Restated 1993 Equity Incentive Plan (10) 10.7 1993 Employee Incentive Stock Option Plan of Prometrix Corporation (11) 10.8 Tencor Instruments Second Amended and Restated 1984 Stock Option Plan (12) 10.9 1983 Employee Incentive Stock Option Plan of Prometrix Corporation (13) 10.10 Restated 1982 Stock Option Plan, as amended November 18, 1996 (14) 10.11 Excess Profit Stock Plan (15) 10.12 Form of KLA-Tencor Corporation Corporate Officers Retention Plan (16) 10.13 Form of Retention and Non-Competition Agreement (17) 10.14 Form of Indemnification Agreement (18) 10.15 Livermore Land Purchase and Sale Agreement (19) 21.1 List of Subsidiaries 23.1 Consent of Independent Accountants 99.1 Certification by Chief Executive Officer Pursuant to 18 U.S.C. |
4, and the Company(5) 10.54 Micrion Corporation Series E Preferred Stock Purchase Agreement, dated September 13, 1991(6) 10.67 Amendment of Credit Agreement between Bank of America NT & SA and the Company, dated April 30, 1994(9) 10.68 Credit Agreement between Bank of America NT & SA and the Company as amended, on February 7, 1996(9) 10.71 1990 Outside Directors Stock Option Plan(8) 10.73 Amendment of Credit Agreement between Bank of America NT & SA and the Company dated December 31, 1994(10) 10.74 1981 Employee Stock Purchase Plan, as amended by the Board of Directors on October 7, 1994(10) 10.75 1982 Stock Option Plan, as amended on November 15, 1995(10) 10.76 Amendment of Credit Agreement between Bank of America NT & SA and the Company dated February 15, 1995(10) 10.77 Lease Agreement, Ground Lease Agreement and Purchase Agreement dated June 5, 1995, between BNP Leasing Corporation and the Company(10) 10.78 Lease Agreement and Purchase Agreement dated August 10, 1995, between BNP Leasing Corporation and the Company(10) 10.79 Amendment of Credit Agreement between Bank of America NT & SA and the Company dated December 29, 1995(11) (ii) EXHIBITS INCLUDED HEREWITH: 10.80 Mortgage Loan Supplement Program between Bank of the West and the Company dated May 8, 1996. |
21 List of Subsidiaries of KLA Instruments Corporation 23.1 Consent of Independent Accountants 27 Financial Data Schedule (1)Filed as exhibit number 1 to Registrant's Form 8-A/A Amendment number 2 to Registration Statement, filed on September 24, 1996 (2)Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1983 (3)Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1987 (4)Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1990 (5)Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1991 (6)Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1992 (7)Filed as the same exhibit number to Registrant's registration statement no.33-51819 on Form S-3, dated February 2, 1994 (8)Filed as exhibit number 4.6 as set forth herein to Registrant's Form 10-K for the year ended June 30, 1991 (9)Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1994 (10)Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1995 (11)Filed as the same exhibit number as set forth herein to Registrant's Form 10-Q for the quarter ended December 31, 1995 |
21 List of Subsidiaries of KLA Instruments Corporation 23.1 Consent of Independent Accountants 27 1995 Year End Financial Data Schedule - --------------- (1) Filed as exhibit number 1 to Form 8-A/A, filed effective September 25, 1995 (2) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1983 (3) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1987 (4) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1990 (5) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1991 (6) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1992 (7) Filed as the same exhibit number to Registrant's registration statement no.33-51819 on Form S-3, dated February 2, 1994 (8) Filed as exhibit number 4.6 as set forth herein to Registrant's Form 10-K for the year ended June 30, 1991 (9) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1994 (10) Filed as the same exhibit number as set forth herein to Registrant's Form 10-Q for the quarter ended December 31, 1994 (11) Filed as the same exhibit number as set forth herein to Registrant's Form 10-Q for the quarter ended March 31, 1995 |
4, and the Company8 10.51 Guarantee Agreement between First National Bank of Boston and the Company, dated June 29, 19898 10.52 Amendment to the Guarantee Agreement between First National Bank of Boston and the Company, dated April 19, 19918 10.53 Secured Installment Note between Micrion and First National Bank of Boston, dated April 19, 19918 10.54 Micrion Corporation Series E Preferred Stock Purchase Agreement, dated September 13, 19918 10.55 Micrion Corporation Guaranty and Warrant Agreement, dated December 8, 10.57 Stock repurchase and option grant agreement between Bob Boehlke and the Company, dated April 22, 19918 10.58 Purchase Agreement between the Company and Ono Sokki Co., Ltd., dated October 18, 1991 with certain portions for which confidential treatment has been requested, excise9 10.59 Credit Agreement between Bank of America NT & SA and the Company, dated November 15, 1991, as amended July 29, 19929 10.60 Employment agreement between the Company and Kenneth L. Schroeder dated October 4, 19919 10.61 Amendment of Credit Agreement between Bank of America NT & SA and theCompany, dated October 28, 199210 10.62 Amendment of Credit Agreement between Bank of America NT & SA and the Company, dated December 31, 199210 10.63 Amendment of Credit Agreement between Bank of America NT & SA and the Company, dated February 28, 199310 10.64 Amendment of Credit Agreement between Bank of America NT & SA and the Company, dated March 31, 199310 10.65 Amendment of Credit Agreement between Bank of America NT & SA and the Company, dated June 1, 199310 10.69 1982 Stock Option Plan, as amended by the Board of Directors on July 20, 199012 10.70 1981 Employee Stock Purchase Plan, as amended by the Board of Directors on July 20, 199013 10.71 1990 Outside Directors Stock Option Plan14 10.72 1993 Employee Stock Purchase Plan, as amended by the Board of Directors on September 14, 1992.15 (II) EXHIBITS INCLUDED HEREWITH: 10.66 Amendment of Credit Agreement between Bank of America NT & SA and the Company, dated December 31, 1993 10.67 Amendment of Credit Agreement between Bank of America NT & SA and the Company, dated March 31, 1994 10.68 Credit Agreement between Bank of America NT & SA and the Company, dated April 30, 1994 13 1994 Annual Report to Stockholders. |
33-15784, effective August 2, 1987 2Filed as exhibit number 1 to Form 8-A, filed effective March 23, 1989 3Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1983 4Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1985 5Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1987 6Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1989 7Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1990 8Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1991 9Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1992 10Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1993 11Filed as the same exhibit number to Registrant's registration statement no. |
• Obtaining an understanding of the Company’s process for establishing the ACL, including model selection and the implementation of the calculation and the qualitative and forecast factor adjustments of the ACL and any limitations of the model • Testing the design and operating effectiveness of internal controls, including those related to technology, over the ACL calculation including data completeness and accuracy, verification of historical net loss data and calculated net loss rates, the establishment of qualitative and forecast adjustments, grading and risk classification of loans by segment, including internal independent loan review functions, establishment of reserves on individually evaluated loans and management’s review controls over the ACL as a whole • Testing of completeness and accuracy of the information utilized in the calculation of the ACL, including reports used in management review controls over the ACL • Assessing the relevance and reliability of assumptions and data • Testing clerical and computational accuracy of the formulas within the calculation • Evaluating the inherent limitations of the models selected by the Company and need for and level of qualitative factor adjustments • Evaluating how historical losses for each segment are analyzed using a model that is appropriate for the related loan segment, and applied to their respective outstanding balances • Evaluating segmentation of the loan portfolio for reasonableness based on risk characteristics of the pooled loans • Evaluating the qualitative factor adjustments, including assessing the basis for the adjustments and the reasonableness of the significant assumptions • Evaluating the forecast adjustments, including assessing the information sources, basis for the adjustments, and the reasonableness of the significant assumptions • Evaluating management’s risk ratings of loans through utilizing internal professionals to assist us in evaluating the appropriateness of loan grades • Evaluating specific reserves on individually analyzed loans • Preparation of an independent estimate of an acceptable range of the qualitative and forecast factors included in the ACL to compare to management’s estimate • Evaluating overall reasonableness of estimated reserve by considering past performance of the Company’s loan portfolio, trends in credit quality of the loan portfolio and trends in the credit quality of peer institutions and comparing the trends to the Company’s ACL trends for directional consistency compared to previous years /s/ BKD, LLP We have served as Community Trust Bancorp, Inc.’s auditor since 2006. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
333-208053} 10.16 Community Trust Bancorp, Inc. 2016 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 26, 2016} 10.17 Community Trust Bancorp, Inc. 2017 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 24, 2017} 10.18 Community Trust Bancorp, Inc. 2018 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 23, 2018} 10.19 Community Trust Bancorp, Inc. 2019 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 29, 2019} Subsidiaries of the Registrant 23.1 Consent of BKD, LLP, Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer (Jean R. Hale, Chairman, President, and Chief Executive Officer) 31.2 Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 32.1 Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. |
Employee Stock Ownership Plan (effective January 1, 2007) {incorporated herein by reference} 10.2 Community Trust Bancorp, Inc. Savings and Employee Stock Ownership Plan (Amendment Number One effective January 1, 2002, Amendment Number Two effective January 1, 2004, Amendment Number Three effective March 28, 2005, and Amendment Number Four effective January 1, 2006) {incorporated herein by reference} 10.4 Community Trust Bancorp, Inc. 1998 Stock Option Plan {incorporated herein by reference} 10.5 Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} 10.6 Form of Severance Agreement between Community Trust Bancorp, Inc. and executive officers (currently in effect with respect to twelve executive officers) {incorporated herein by reference} 10.7 Senior Management Incentive Compensation Plan (2019) {incorporated herein by reference} 10.8 Restricted Stock Agreement{incorporated herein by reference} 10.9 Employee Incentive Compensation Plan (2019) {incorporated herein by reference} 10.10 Amendment to the Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} 10.11 Community Trust Bancorp, Inc. 2015 Stock Ownership Incentive Plan {incorporated herein by reference} 10.16 Community Trust Bancorp, Inc. 2016 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.17 Community Trust Bancorp, Inc. 2017 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.18 Community Trust Bancorp, Inc. 2018 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.19 Community Trust Bancorp, Inc. 2019 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} Subsidiaries of the Registrant 23.1 Consent of BKD, LLP, Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer (Jean R. Hale, Chairman, President and CEO) 31.2 Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 32.1 Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
333-208053} 10.15 Community Trust Bancorp, Inc. 2015 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 27, 2015} 10.16 Community Trust Bancorp, Inc. 2016 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 28, 2016} 10.17 Community Trust Bancorp, Inc. 2017 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 24, 2017} 10.18 Community Trust Bancorp, Inc. 2018 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 23, 2018} List of subsidiaries 23.1 Consent of BKD, LLP, Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer (Jean R. Hale, Chairman, President, and Chief Executive Officer) 31.2 Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 32.1 Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. |
Employee Stock Ownership Plan (effective January 1, 2007) {incorporated herein by reference} 10.2 Community Trust Bancorp, Inc. Savings and Employee Stock Ownership Plan (Amendment Number One effective January 1, 2002, Amendment Number Two effective January 1, 2004, Amendment Number Three effective March 28, 2005, and Amendment Number Four effective January 1, 2006) {incorporated herein by reference} 10.4 Community Trust Bancorp, Inc. 1998 Stock Option Plan {incorporated herein by reference} 10.5 Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} 10.6 Form of Severance Agreement between Community Trust Bancorp, Inc. and executive officers (currently in effect with respect to twelve executive officers) {incorporated herein by reference} 10.7 Senior Management Incentive Compensation Plan (2018) {incorporated herein by reference} 10.8 Restricted Stock Agreement{incorporated herein by reference} 10.9 Employee Incentive Compensation Plan (2018) {incorporated herein by reference} 10.10 Amendment to the Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} 10.11 Community Trust Bancorp, Inc. 2015 Stock Ownership Incentive Plan {incorporated herein by reference} 10.15 Community Trust Bancorp, Inc. 2015 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.16 Community Trust Bancorp, Inc. 2016 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.17 Community Trust Bancorp, Inc. 2017 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.18 Community Trust Bancorp, Inc. 2018 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} List of subsidiaries 23.1 Consent of BKD, LLP, Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer (Jean R. Hale, Chairman, President and CEO) 31.2 Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 32.1 Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. |
See “Cautionary Statement Regarding Forward Looking Statements.” 2016 Goals 2016 Performance 2017 Goals Earnings per share $2.72 - $2.82 $2.70 $2.76 - $2.86 Net income $48.0 - $49.2 million $47.3 million $49.0 - $50.2 million ROAA 1.22% - 1.28% 1.21% 1.19% - 1.25% ROAE 9.4% - 10.4% 9.58% 9.10% - 10.10% Revenues $183.0 - $189.6 million $181.5 million $187.8 - $193.8 million Noninterest revenue as of % of total revenue 26.0% - 26.5% 26.48% 25.00% - 25.80% Assets $3.8 - $4.2 billion $3.93 billion $3.90 - $4.40 billion Loans $2.9 - $3.1 billion $2.94 billion $3.00 - $3.20 billion Deposits, including repurchase agreements $3.2 - $3.4 billion $3.33 billion $3.30 - $3.50 billion Shareholders’ equity $485.0 - $520.0 million $500.6 million $510.0 - $550.0 million Results of Operations and Financial Condition We reported earnings of $47.3 million, or $2.70 per basic share, for the year ended December 31, 2016 compared to $46.4 million, or $2.66 per basic share, for the year ended December 31, 2015 and $43.3 million, or $2.50 per basic share, for the year ended December 31, 2014. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
333-208053} 10.13 Community Trust Bancorp, Inc. 2014 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 30, 2014} 10.15 Community Trust Bancorp, Inc. 2015 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 27, 2015} 10.16 Community Trust Bancorp, Inc. 2016 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 28, 2016} 10.17 Community Trust Bancorp, Inc. 2017 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 24, 2017} List of subsidiaries 23.1 Consent of BKD, LLP, Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer (Jean R. Hale, Chairman, President, and Chief Executive Officer) 31.2 Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 32.1 Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. |
Employee Stock Ownership Plan (effective January 1, 2007) {incorporated herein by reference} 10.2 Community Trust Bancorp, Inc. Savings and Employee Stock Ownership Plan (Amendment Number One effective January 1, 2002, Amendment Number Two effective January 1, 2004, Amendment Number Three effective March 28, 2005, and Amendment Number Four effective January 1, 2006) {incorporated herein by reference} 10.4 Community Trust Bancorp, Inc. 1998 Stock Option Plan {incorporated herein by reference} 10.5 Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} 10.6 Form of Severance Agreement between Community Trust Bancorp, Inc. and executive officers (currently in effect with respect to twelve executive officers) {incorporated herein by reference} 10.7 Senior Management Incentive Compensation Plan (2017) {incorporated herein by reference} 10.8 Restricted Stock Agreement{incorporated herein by reference} 10.9 Employee Incentive Compensation Plan (2017) {incorporated herein by reference} 10.10 Amendment to the Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} 10.11 Community Trust Bancorp, Inc. 2015 Stock Ownership Incentive Plan {incorporated herein by reference} 10.13 Community Trust Bancorp, Inc. 2014 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.15 Community Trust Bancorp, Inc. 2015 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.16 Community Trust Bancorp, Inc. 2016 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.17 Community Trust Bancorp, Inc. 2017 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} List of subsidiaries 23.1 Consent of BKD, LLP, Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer (Jean R. Hale, Chairman, President and CEO) 31.2 Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 32.1 Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. |
This legislation includes, among other things: (i) changes in the manner in which the FDIC deposit insurance assessments are computed and an increase in the minimum designated reserve ratio for the Deposit Insurance Fund; (ii) authorization of interest-bearing demand deposits; (iii) requirements for capital regulations applicable to banks and bank holding companies which call for higher levels of capital; (iv) creation of the Consumer Financial Protection Bureau, responsible for the drafting of regulations for the implementation of federal consumer protection laws which affect banks and bank holding companies; (v) a permanent increase in the maximum amount of deposit insurance for banks; (vi) a prohibition of certain proprietary trading and equity investment activities by banks; (vii) restrictions related to mortgage lending; (viii) allowance of de novo interstate branching; and (ix) additional corporate governance provisions relating to non-binding shareholder votes on executive compensation and rules prohibiting incentive compensation that encourages inappropriate risks. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. |
333-208053} 10.12 Community Trust Bancorp, Inc. 2013 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 29, 2013} 10.13 Community Trust Bancorp, Inc. 2014 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 30, 2014} 10.15 Community Trust Bancorp, Inc. 2015 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 27, 2015} 10.16 Community Trust Bancorp, Inc. 2016 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 28, 2016} List of subsidiaries 23.1 Consent of BKD, LLP, Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer (Jean R. Hale, Chairman, President, and Chief Executive Officer) 31.2 Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 32.1 Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. |
Employee Stock Ownership Plan (effective January 1, 2007) {incorporated herein by reference} 10.2 Community Trust Bancorp, Inc. Savings and Employee Stock Ownership Plan (Amendment Number One effective January 1, 2002, Amendment Number Two effective January 1, 2004, Amendment Number Three effective March 28, 2005, and Amendment Number Four effective January 1, 2006) {incorporated herein by reference} 10.3 Second restated Pikeville National Corporation 1989 Stock Option Plan (commonly known as Community Trust Bancorp, Inc. 1989 Stock Option Plan) {incorporated herein by reference} 10.4 Community Trust Bancorp, Inc. 1998 Stock Option Plan {incorporated herein by reference} 10.5 Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} 10.6 Form of Severance Agreement between Community Trust Bancorp, Inc. and executive officers (currently in effect with respect to twelve executive officers) {incorporated herein by reference} 10.7 Senior Management Incentive Compensation Plan (2016) {incorporated herein by reference} 10.8 Restricted Stock Agreement{incorporated herein by reference} 10.9 Employee Incentive Compensation Plan (2016) {incorporated herein by reference} 10.10 Amendment to the Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} 10.11 Community Trust Bancorp, Inc. 2015 Stock Ownership Incentive Plan {incorporated herein by reference} 10.12 Community Trust Bancorp, Inc. 2013 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.13 Community Trust Bancorp, Inc. 2014 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.15 Community Trust Bancorp, Inc. 2015 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.16 Community Trust Bancorp, Inc. 2016 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} List of subsidiaries 23.1 Consent of BKD, LLP, Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer (Jean R. Hale, Chairman, President and CEO) 31.2 Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 32.1 Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. |
This legislation includes, among other things: (i) changes in the manner in which the FDIC deposit insurance assessments are computed and an increase in the minimum designated reserve ratio for the Deposit Insurance Fund; (ii) authorization of interest-bearing demand deposits; (iii) requirements for capital regulations applicable to banks and bank holding companies which call for higher levels of capital; (iv) creation of the Consumer Financial Protection Bureau, responsible for the drafting of regulations for the implementation of federal consumer protection laws which affect banks and bank holding companies; (v) a permanent increase in the maximum amount of deposit insurance for banks; (vi) a prohibition of certain proprietary trading and equity investment activities by banks; (vii) restrictions related to mortgage lending; (viii) allowance of de novo interstate branching; and (ix) additional corporate governance provisions relating to non-binding shareholder votes on executive compensation and rules prohibiting incentive compensation that encourages inappropriate risks. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. |
000-111-29} 10.9 Employee Incentive Compensation Plan (2015) {incorporated herein by reference to current report on Form 8-K dated January 27, 2015} 10.10 Amendment to the Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference to current report on Form 8-K dated January 26, 2012} 10.11 Community Trust Bancorp, Inc. 2012 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 26, 2012} 10.12 Community Trust Bancorp, Inc. 2013 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 29, 2013} 10.13 Community Trust Bancorp, Inc. 2014 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 30, 2014} 10.15 Community Trust Bancorp, Inc. 2015 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 27, 2015} List of subsidiaries 23.1 Consent of BKD, LLP, Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer (Jean R. Hale, Chairman, President, and Chief Executive Officer) 31.2 Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 32.1 Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. |
Employee Stock Ownership Plan (effective January 1, 2007) {incorporated herein by reference} 10.2 Community Trust Bancorp, Inc. Savings and Employee Stock Ownership Plan (Amendment Number One effective January 1, 2002, Amendment Number Two effective January 1, 2004, Amendment Number Three effective March 28, 2005, and Amendment Number Four effective January 1, 2006) {incorporated herein by reference} 10.3 Second restated Pikeville National Corporation 1989 Stock Option Plan (commonly known as Community Trust Bancorp, Inc. 1989 Stock Option Plan) {incorporated herein by reference} 10.4 Community Trust Bancorp, Inc. 1998 Stock Option Plan {incorporated herein by reference} 10.5 Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} 10.6 Form of Severance Agreement between Community Trust Bancorp, Inc. and executive officers (currently in effect with respect to twelve executive officers) {incorporated herein by reference} 10.7 Senior Management Incentive Compensation Plan (2015) {incorporated herein by reference} 10.8 Restricted Stock Agreement{incorporated herein by reference} 10.9 Employee Incentive Compensation Plan (2015) {incorporated herein by reference} 10.10 Amendment to the Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} 10.11 Community Trust Bancorp, Inc. 2012 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.12 Community Trust Bancorp, Inc. 2013 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.13 Community Trust Bancorp, Inc. 2014 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} 10.15 Community Trust Bancorp, Inc. 2015 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} List of subsidiaries 23.1 Consent of BKD, LLP, Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer (Jean R. Hale, Chairman, President and CEO) 31.2 Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 32.1 Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. |
This legislation includes, among other things: (i) changes in the manner in which the FDIC deposit insurance assessments are computed and an increase in the minimum designated reserve ratio for the Deposit Insurance Fund; (ii) authorization of interest-bearing demand deposits; (iii) requirements for capital regulations applicable to banks and bank holding companies which call for higher levels of capital; (iv) creation of the Consumer Financial Protection Bureau, responsible for the drafting of regulations for the implementation of federal consumer protection laws which affect banks and bank holding companies; (v) a permanent increase in the maximum amount of deposit insurance for banks; (vi) a prohibition of certain proprietary trading and equity investment activities by banks; (vii) restrictions related to mortgage lending; (viii) allowance of de novo interstate branching; and (ix) additional corporate governance provisions relating to non-binding shareholder votes on executive compensation and rules prohibiting incentive compensation that encourages inappropriate risks. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
This legislation includes, among other things: (i) changes in the manner in which the FDIC deposit insurance assessments are computed and an increase in the minimum designated reserve ratio for the Deposit Insurance Fund; (ii) authorization of interest-bearing demand deposits; (iii) requirements for capital regulations applicable to banks and bank holding companies which call for higher levels of capital; (iv) creation of the Consumer Financial Protection Bureau, responsible for implementation of federal consumer protection laws which affect banks and bank holding companies; (v) a permanent increase in the maximum amount of deposit insurance for banks; (vi) a prohibition of certain proprietary trading and equity investment activities by banks; (vii) restrictions related to mortgage lending; (viii) allowance of de novo interstate branching; and (ix) additional corporate governance provisions relating to non-binding shareholder votes on executive compensation and rules prohibiting incentive compensation that encourages inappropriate risks. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
This legislation includes, among other things: (i) changes in the manner in which the FDIC deposit insurance assessments are computed and an increase in the minimum designated reserve ratio for the Deposit Insurance Fund; (ii) authorization of interest-bearing demand deposits; (iii) requirements for new capital regulations applicable to banks and bank holding companies which call for higher levels of capital; (iv) creation of the Consumer Financial Protection Bureau, responsible for implementation of federal consumer protection laws which affect banks and bank holding companies; (v) a permanent increase in the maximum amount of deposit insurance for banks; (vi) a prohibition of certain proprietary trading and equity investment activities by banks; (vii) new restrictions related to mortgage lending; (viii) allowance of de novo interstate branching; and (ix) additional corporate governance provisions relating to non-binding shareholder votes on executive compensation and new rules prohibiting incentive compensation that encourages inappropriate risks. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: ♦ Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; ♦ Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and ♦ Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial 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, 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, changes in laws and regulations, competition, and 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 CTBI of a Federal Financial Institutions Examination Council (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. |
This legislation includes, among other things: (i) changes in the manner in which the FDIC deposit insurance assessments will be computed and an increase in the minimum designated reserve ratio for the Deposit Insurance Fund; (ii) authorization of interest-bearing demand deposits; (iii) requirements for new capital regulations applicable to banks and bank holding companies which may call for higher levels of capital; (iv) creation of the Consumer Financial Protection Bureau, responsible for implementation of federal consumer protection laws which affect banks and bank holding companies; (v) a permanent increase in the maximum amount of deposit insurance for banks; (vi) a prohibition of certain proprietary trading and equity investment activities by banks; (vii) new restrictions related to mortgage lending; (viii) allowance of de novo interstate branching; and (ix) additional corporate governance provisions relating to non-binding shareholder votes on executive compensation and new rules prohibiting incentive compensation that encourages inappropriate risks. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial 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, 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, changes in laws and regulations, competition, and 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 CTBI of a Federal Financial Institutions Examination Council (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. |
CTBI’s stock option activity for the 1998 Plan for the years ended December 31, 2009, 2008, and 2007 is summarized as follows: The 1998 Plan had options with the following remaining lives at December 31, 2009: The following table shows the intrinsic values of options exercised, exercisable, and outstanding for the years ended December 31, 2009, 2008, and 2007: A summary of the status of CTBI’s 1998 Plan nonvested shares as of December 31, 2009 and changes during the year ended December 31, 2009 is presented below: The 1989 Plan terminated during 2007 and has no remaining options available for grant.CTBI’s stock option activity for the 1989 Plan for the year ended December 31, 2007 is summarized as follows: The following table shows the intrinsic values of options exercised, exercisable, and outstanding for the year ended December 31, 2007 in the 1989 Plan: As of December 31, 2009, there was $0.5 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial 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, 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, changes in laws and regulations, competition, and 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 CTBI of a Federal Financial Institutions Examination Council (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. |
This program would make $250 billion of capital available to U.S. financial institutions from the $700 billion authorized by the EESA in the form of preferred stock investments by the U.S. Treasury under the following general terms: Ø the preferred stock issued to the U.S. Treasury (“Treasury Preferred Stock”) would pay 5% dividends for the first five years, and then 9% dividends thereafter; Ø in connection with the purchase of preferred stock, the U.S. Treasury will receive warrants entitling the U.S. Treasury to buy the participating institution’s common stock with a market price equal to 15% of the Treasury Preferred Stock; Ø the Treasury Preferred Stock may not be redeemed for a period of three years, except with proceeds from high-quality private capital; Ø the consent of the U.S. Treasury will be required to increase common dividends per share or any share repurchases, with limited exceptions, during the first three years, unless the Treasury Preferred Stock has been redeemed or transferred to third parties; and Ø participating companies must adopt the U.S Treasury’s standards for executive compensation and corporate governance for the period during which the U.S. Treasury holds the equity issued under the TARP Capital Purchase Program. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial 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, 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, changes in laws and regulations, competition, and 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 CTBI of a Federal Financial Institutions Examination Council (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. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
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, 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, changes in laws and regulations, competition, and 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 a Federal Financial Institutions Examination Council (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. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
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, 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 a Federal Financial Institutions Examination Council (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. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
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, 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. |
Consolidated Statements of Changes in Shareholders’ Equity (in thousands except per share and share amounts) Common Stock Capital Surplus Retained Earnings Accumulated Other Comprehensive Income (Loss), Net of Tax Total Balance, January 1, 2002 $ 57,129 $ 51,122 $ 81,395 $ 1,960 $ 191,606 Net income 27,600 27,600 Net change in unrealized appreciation on securities available-for-sale, net of tax of $2,938 5,455 5,455 Comprehensive income 33,055 Cash dividends declared ($0.65 per share) (9,770 ) (9,770 ) To record 10% common stock dividend 5,604 27,081 (32,685 ) Issuance of 97,506 shares of common stock 1,224 1,596 Purchase of 363,099 shares of common stock (1,364 ) (5,704 ) (7,068 ) Balance, December 31, 2002 61,741 73,723 66,540 7,415 209,419 Net income 28,891 28,891 Net change in unrealized depreciation on securities available-for-sale, net of tax of $1,385 (2,572 ) (2,572 ) Comprehensive income 26,319 Cash dividends declared ($0.75 per share) (11,055 ) (11,055 ) To record 10% common stock dividend 6,114 34,599 (40,713 ) Issuance of 103,234 shares of common stock 1,389 1,820 Purchase of 236,768 shares of common stock (978 ) (4,132 ) (5,110 ) Balance, December 31, 2003 67,308 105,579 43,663 4,843 221,393 Net income 30,950 30,950 Net change in unrealized depreciation on securities available-for-sale, net of tax of $2,044 (3,797 ) (3,797 ) Comprehensive income 27,153 Cash dividends declared ($0.87 per share) (12,854 ) (12,854 ) To record 10% common stock dividend 6,746 39,139 (45,885 ) Issuance of 92,857 shares of common stock 1,409 1,831 Purchase of 55,000 shares of common stock (250 ) (1,150 ) (1,400 ) Other Balance, December 31, 2004 $ 74,226 $ 145,023 $ 15,874 $ 1,046 $ 236,169 See notes to consolidated financial statements. |
Reclassification adjustments, related tax effects allocated to changes in equity, and accumulated other comprehensive income as of and for the years ended December 31 were as follows: (in thousands) Reclassification adjustment, pretax: Change in unrealized net gains arising during year $ (5,203 ) $ (915 ) $ 9,921 Reclassification adjustment for net gains included in net income (639 ) (3,042 ) (1,528 ) Change in unrealized gains on securities available-for-sale (5,842 ) (3,957 ) 8,393 Related tax effects: Change in unrealized net gains arising during year (1,821 ) (320 ) 3,473 Reclassification adjustment for net gains included in net income (224 ) (1,065 ) (535 ) Change in net deferred tax liability (2,045 ) (1,385 ) 2,938 Reclassification adjustment, net of tax: Change in unrealized net gains arising during year (3,382 ) (595 ) 6,448 Reclassification adjustment for net gains included in net income (415 ) (1,977 ) (993 ) Change in other comprehensive income $ (3,797 ) $ (2,572 ) $ 5,455 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders Community Trust Bancorp, Inc. Pikeville, Kentucky We have audited the accompanying statements of financial condition of Community Trust Bancorp, Inc. and subsidiaries (the "Corporation") as of December 31, 2004 and 2003, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Description of Exhibits 3.1 Articles of Incorporation and all amendments thereto (incorporated herein by reference) 3.2 By-laws of the Corporation, as amended July 25, 1995 (incorporated herein by reference) 10.1 Community Trust Bancorp, Inc. Savings and Employee Stock Ownership Plan (Revised November 2002) (incorporated herein by reference) 10.2 Second restated Pikeville National Corporation 1989 Stock Option Plan (commonly known as Community Trust Bancorp, Inc. 1989 Stock Option Plan) (incorporated herein by reference) 10.3 Community Trust Bancorp, Inc. 1998 Stock Option Plan (incorporated herein by reference) 10.4 Form of Severance Agreement between Community Trust Bancorp, Inc. and executive officers (currently in effect with respect to eleven executive officers) (incorporated herein by reference) 10.5 Senior Management Incentive Compensation Plan (2005) List of subsidiaries 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer (Jean R. Hale, Chairman, President and CEO) 31.2 Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President/Controller) 32.1 Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. |
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, 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. |
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. |
Certification of Principal Executive Officer I, Jean R. Hale, Vice Chairman, President, and Chief Executive Officer of the Corporation, certify that: (1) I have reviewed this annual report on Form 10-K of Community Trust Bancorp, Inc. (the "Corporation"); (2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; (3) Based on my knowledge, the financial statements and other financial information included in this annual report fairly present in all material respects the financial condition, results of operation, and cash flows of the Corporation as of and for the periods presented in this annual report; (4) The Corporation's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Corporation and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the Corporation, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the Corporation’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and (c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The Corporation’s other certifying officer and I have disclosed, based on our most recent evaluation, to the Corporation’s auditors and the Audit Committee of the Corporation’s Board of Directors: (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Corporation’s ability to record, process, summarize, and report financial data and have identified for the Corporation’s auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls; and (6) The Corporation’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Certification of Principal Financial Officer I, Kevin J. Stumbo, Executive Vice President/Controller of the Corporation, certify that: (1) I have reviewed this annual report on Form 10-K of Community Trust Bancorp, Inc. (the “Corporation”); (2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; (3) Based on my knowledge, the financial statements and other financial information included in this annual report fairly present in all material respects the financial condition, results of operation, and cash flows of the Corporation as of and for the periods presented in this annual report; (4) The Corporation’s other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Corporation and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the Corporation, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the Corporation’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and (c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The Corporation’s other certifying officer and I have disclosed, based on our most recent evaluation, to the Corporation’s auditors and the Audit Committee of the Corporation’s Board of Directors: (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Corporation’s ability to record, process, summarize, and report financial data and have identified for the Corporation’s auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls; and (6) The Corporation’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
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. |
AVERAGE DEPOSITS AND OTHER BORROWED FUNDS (in thousands) 1996 1995 1994 - ------------------------------------------------------------------------------- DEPOSITS: Non-interest bearing deposits $ 184,071 $ 168,108 $ 151,897 NOW accounts 170,410 151,781 132,270 Money market deposits 94,653 82,733 76,053 Savings 157,094 152,442 184,461 Certificates of deposit > $100,000 265,005 242,081 174,532 Certificates of deposit < $100,000 and other time deposits 596,560 562,803 497,331 - ------------------------------------------------------------------------------- Total Deposits 1,467,793 1,359,948 1,216,544 OTHER BORROWED FUNDS: Federal funds purchased and securities sold under repurchase agreements 25,363 25,934 30,208 Other short-term borrowings 17 1,443 2,935 Advances from Federal Home Loan Bank 90,666 71,917 68,022 Long-term debt 22,795 27,328 26,739 - ------------------------------------------------------------------------------- Total Other Borrowed Funds 138,841 126,622 127,904 - ------------------------------------------------------------------------------- Total Deposits and Other Borrowed Funds $1,606,634 $1,486,570 $1,344,448 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Maturities of time deposits of $100,000 or more outstanding at December 31, 1996 are summarized as follows: Certificates Time (in thousands) of Deposit Deposits Total - ------------------------------------------------------------------------------- 3 months or less $ 70,360 $ 0 $ 70,360 Over 3 through 6 months 65,493 4,796 70,289 Over 6 through 12 months 66,390 0 66,390 Over 12 through 60 months 54,451 0 54,451 Over 60 months 4,906 0 4,906 - ------------------------------------------------------------------------------- $ 261,600 $ 4,796 $ 266,396 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SHORT-TERM BORROWINGS The Corporation did not have any category of short-term borrowings for which the average balance outstanding during the reported periods was 30% or more of shareholders' equity at the end of the reported periods. |
ALLOWANCE FOR LOSSES Activity in the allowance for loan losses is as follows: (in thousands) 1996 1995 1994 - -------------------------------------------------------------------------------- Balance, beginning of year $ 16,082 $ 12,978 $ 13,346 Balances of acquired banks - 2,004 - Provisions charged to operations 7,285 5,858 6,066 Recoveries 2,446 1,274 1,103 Charge-offs (6,988) (6,032) (7,537) - -------------------------------------------------------------------------------- Balance, end of year $ 18,825 $ 16,082 $ 12,978 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Activity in the allowance for other real estate losses is as follows: (in thousands) 1996 1995 1994 - -------------------------------------------------------------------------------- Balance, beginning of year $ 624 $ 1,852 $ 846 Provisions charged to operations 79 415 1,026 Charge-offs (86) (1,643) (20) - -------------------------------------------------------------------------------- Balance, end of year $ 617 $ 624 $ 1,852 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Other real estate owned by the Corporation, net of reserves, at December 31, 1996 and 1995 was $1.8 million and $1.9 million, respectively. |
FEDERAL INCOME TAXES The components of the provision for income taxes are as follows: (in thousands) 1996 1995 1994 - ----------------------------------------------------------------------- Currently payable $ 8,027 $ 4,641 $ 2,116 Deferred 444 219 (423) Increase in valuation allowance - (252) 585 - -------------------------------------------------------------------- $ 8,471 $ 4,608 $ 2,278 - -------------------------------------------------------------------- - -------------------------------------------------------------------- The components of the net deferred tax asset as of December 31 are as follows: (in thousands) 1996 1995 - -------------------------------------------------------------------------- Deferred Tax Assets Allowance for loan losses $ 5,783 $ 4,684 Allowance for other real estate losses 216 942 Net unrealized depreciation on securities available-for-sale 312 - Accrued expenses 320 718 Deferred compensation 207 209 Other 965 1,405 - ------------------------------------------------------------------------- Total deferred tax assets $ 7,803 $ 7,958 Deferred Tax Liabilities Depreciation $ (3,569) $ (4,055) Net unrealized appreciation on securities available-for-sale - (302) FHLB stock dividends (949) (658) Other (854) (613) - ------------------------------------------------------------------------- Total deferred tax liabilities $ (5,372) $ (5,628) Valuation allowance (948) (803) - ------------------------------------------------------------------------- Net deferred tax asset $ 1,483 $ 1,527 - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- The valuation allowance is provided based on management's estimate of future taxable income and on availability of refund of prior taxes paid. |
The Corporation's stock option activity and related information for the periods ended December 31, 1996, and December 31, 1995, is summarized as follows: December 31,1996 December 31, 1995 ---------------- ---------------- Weighted- Weighted- Average Average Options Exercise Options Exercise Price Price - -------------------------------------------------------------------------------- Outstanding at beginning of period 68,067 $16.79 68,593 $15.28 Granted 171,989 20.53 8,854 22.02 Exercised (4,500) 12.00 (6,818) 11.46 Forfeited/Expired (3,435) 24.24 (2,562) 21.76 - -------------------------------------------------------------------------------- Outstanding at end of period 232,121 $19.78 68,067 $16.79 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Exercisable at end of period 47,189 $15.52 41,331 $14.25 The weighted-average fair value of options granted during the years 1995 and 1996 was $4.68 and $5.07 per share, respectively. |
1996 1995 Estimated Estimated Carrying Fair Carrying Fair December 31 (in thousands) Amount Value Amount Value - ------------------------------------------------------------------------------- Financial assets: Cash and cash equivalents $ 63,884 $ 63,884 $ 107,012 $ 107,012 Securities 367,685 365,335 430,438 430,032 Loans 1,309,623 1,323,615 1,115,068 1,119,240 Less: allowance for loan losses (18,825) (18,825) (16,082) (16,082) - ------------------------------------------------------------------------------- $1,722,367 $1,734,009 $1,636,436 $1,640,202 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Financial liabilities: Deposits $1,480,822 $1,489,020 $1,467,443 $1,469,866 Short-term borrowings 44,584 44,584 20,383 20,383 Advances from Federal Home Loan Bank 110,969 111,939 63,629 63,802 Long-term debt 19,136 19,136 27,873 27,873 - ------------------------------------------------------------------------------- $1,655,511 $1,664,679 $1,579,328 $1,581,924 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 15. |
PARENT COMPANY FINANCIAL STATEMENTS CONDENSED BALANCE SHEETS December 31 (in thousands) 1996 1995 - -------------------------------------------------------------------------------- ASSETS Cash on deposit $ 2,085 $ 3,336 Securities available-for-sale 5,001 4,319 Investment in and advances to subsidiary banks 147,276 141,472 Excess of cost over net assets acquired (net of accumulated amortization) 8,069 8,543 Other assets 6,205 6,994 - -------------------------------------------------------------------------------- Total Assets $ 168,636 $ 164,664 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Short-term borrowings $ 2,531 $ 2,531 Long-term debt 17,230 24,930 Other liabilities 4,121 3,408 - -------------------------------------------------------------------------------- Total liabilities 23,882 30,869 Shareholders' equity 144,754 133,795 - -------------------------------------------------------------------------------- Total Liabilities and Shareholders' Equity $ 168,636 $ 164,664 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CONDENSED STATEMENTS OF INCOME Year Ended December 31 (in thousands) 1996 1995 1994 - -------------------------------------------------------------------------------- Income: Dividends from subsidiary banks $ 22,999 $ 21,038 $ 13,472 Other income 8,358 3,771 1,886 - -------------------------------------------------------------------------------- Total income 31,357 24,809 15,358 Expenses: Interest expense 1,874 2,216 1,784 Amortization expense 474 467 459 Other expenses 12,519 10,206 10,031 - -------------------------------------------------------------------------------- Total expenses 14,867 12,889 12,274 - -------------------------------------------------------------------------------- Income before income taxes and equity in undistributed income of subsidiaries 16,490 11,920 3,084 Income tax benefit (2,415) (2,993) (3,475) - -------------------------------------------------------------------------------- Income before equity in undistributed income of subsidiaries 18,905 14,913 6,559 Equity in undistributed income of subsidiaries (110) (4,100) 1,653 - -------------------------------------------------------------------------------- Net Income $ 18,795 $ 10,813 $ 8,212 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CONDENSED STATEMENTS OF CASH FLOWS Year Ended December 31 (in thousands) 1996 1995 1994 - -------------------------------------------------------------------------------- Cash Flows From Operating Activities: Net income $ 18,795 $ 10,813 $ 8,212 Adjustments to reconcile net income to net cash provided by operating activities: Amortization, net 474 199 489 Equity in undistributed earnings of subsidiaries 110 4,100 (1,653) Change in other assets and liabilities, net (4,934) 1,449 110 - -------------------------------------------------------------------------------- Net cash provided by operating activities 14,445 16,561 7,158 Cash Flows From Investing Activities: Change in securities available-for-sale (481) (150) (3,860) Investments in and advances to subsidiaries (1,000) (14,918) - - -------------------------------------------------------------------------------- Net cash used in investing activities (1,481) (15,068) (3,860) Cash Flows From Financing Activities: Dividends paid (6,569) (5,385) (4,580) Net proceeds from issuance of common stock 54 315 7,813 Net change in short-term borrowings - 531 2,000 Repayment of long-term debt (8,700) (9,800) (9,490) Proceeds from long-term debt 1,000 13,500 - - -------------------------------------------------------------------------------- Net cash used in financing activities (14,215) (839) (4,257) - -------------------------------------------------------------------------------- Net (decrease) increase in cash and cash equivalents (1,251) 654 (959) Cash and cash equivalents at beginning of year 3,336 2,682 3,641 - -------------------------------------------------------------------------------- Cash and Cash Equivalents At End of Year $ 2,085 $ 3,336 $ 2,682 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Report of Management The management of Community Trust Bancorp, Inc. has the responsibility for the preparation, integrity and reliability of the financial statements and related financial information contained in this annual report. |
FEDERAL INCOME TAXES The components of the provision for income taxes are as follows: (In thousands) 1995 1994 1993 Currently payable $ 4,641 $ 2,116 $ 5,621 Deferred 219 (423) (88) Increase in valuation allowance (252) 585 -- $ 4,608 $ 2,278 $ 5,533 The components of the net deferred tax asset as of December 31 are as follows: (In thousands) 1995 1994 Deferred Tax Assets Lease financing income $ -- $ 237 Bad debt deduction 4,684 3,993 Other real estate write-down 942 648 Net unrealized depreciation on securities available-for-sale -- 868 Losses on mortgage-backed derivative securities -- 300 Accrued expenses 718 -- Deferred compensation 209 194 Other 1,405 625 Total deferred tax assets $ 7,958 $ 6,865 Deferred Tax Liabilities Depreciation $(4,055) $(3,185) Net unrealized appreciation on securities available-for-sale (302) -- FHLB stock dividends (658) (486) Other (613) (454) Total deferred tax liabilities $(5,628) $(4,125) Valuation allowance (803) (1,055) Net deferred tax asset $ 1,527 $ 1,685 The valuation allowance is provided based on management's estimate of future taxable income and on availability of refund of prior taxes paid. |
/s/ Joseph K. Cooper Joseph K. Cooper President and Chief Executive Officer (Principal Executive Officer and Director) /s/ Brian R. Jones Brian R. Jones Treasurer and Chief Financial Officer (Principal Financial Officer and Director) /s/ Charles D. Viccellio Charles D. Viccellio Vice President & Secretary (Director) /s/ Elizabeth Hollins Elizabeth Hollins Director /s/ Laura A. Leach Laura A. Leach Director /s/ B. James Reaves, III B. James Reaves, III Director /s/ Mary W. Savoy Mary W. Savoy Director /s/ William Gray Stream William Gray Stream Director /s/ Mary Leach Werner Mary Leach Werner Director CKX LANDS, INC. [MCELROY, QUIRK & BURCH LETTERHEAD] REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: The Board of Directors, and Stockholders of CKX Lands, Inc. Lake Charles, Louisiana We have audited the accompanying balance sheets of CKX Lands, Inc. as of December 31, 2011 and 2010, and the related statements of income, stockholders' equity and comprehensive income, and cash flows for each of the years in the two year period ended December 31, 2011. |
/s/ Joseph K. Cooper Joseph K. Cooper President and Chief Executive Officer (Principal Executive Officer and Director) /s/ Brian R. Jones, CPA Brian R. Jones, CPA Treasurer and Chief Financial Officer (Principal Financial Officer and Director) /s/ Charles D. Viccellio Charles D. Viccellio Vice President & Secretary (Director) /s/ Henry E. Blake Henry E. Blake Director /s/ Elizabeth Hollins Elizabeth Hollins Director /s/ Laura A. Leach Laura A. Leach Director /s/ B. James Reaves, III B. James Reaves, III Director /s/ Mary W. Savoy Mary W. Savoy Director /s/ William Gray Stream William Gray Stream Director /s/ Mary Leach Werner Mary Leach Werner Director CKX LANDS, INC. [MCELROY, QUIRK & BURCH LETTERHEAD] REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Stockholders of CKX Lands, Inc. Lake Charles, Louisiana We have audited the accompanying balance sheets of CKX Lands, Inc. as of December 31, 2009 and 2008, and the related statements of income, stockholders' equity and comprehensive income, and cash flows for each of the years in the two year period ended December 31, 2009. |
Among the factors that could cause actual results to differ materially are: • changes in the prices of oil, gas, and forest and agricultural products; • our ability to attract customers to perform exploration and development for oil and gas on our land, or the potential failure of our customers to discover or extract additional oil and gas deposits; • technological developments; • the potential failure by customers to achieve expected production from existing and future oil and gas development projects, or potential delays in the development, construction or start-up of planned projects; • competition in the oil and gas industries and the competitiveness of alternate energy sources or product substitutes; • potential liability for remedial actions under existing or future environmental regulations and litigation, or significant investment or product changes under existing or future environmental regulations; and • the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies. |
CALCASIEU REAL ESTATE AND OIL CO., INC. BY: /s/ Arthur Hollins III Arthur Hollins, III, President Dated March 11, 2004 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the capacities with regard to Calcasieu Real Estate and Oil Co., Inc. and on the date indicated: /s/ Arthur Hollins, III Arthur Hollins, III President (Chief Executive Officer and Director) /s/ William D. Blake William D. Blake Vice President & Treasurer (Principal Financial Officer and Director) /s/ Charles D. Viccellio Charles D. Viccellio Vice President & Secretary, (Director) /s/ Henry C. Alexander Henry C. Alexander Director /s/ Troy A. Freund Troy A. Freund Director /s/ Laura A. Leach Laura A. Leach Director /s/ Frank O. Pruitt Frank O. Pruitt Director /s/ James Reaves, III James Reaves, III Director /s/ Mary W. Savoy Mary W. Savoy Director Dated: March 11, 2004 CALCASIEU REAL ESTATE & OIL CO., INC. Lake Charles, Louisiana C O N T E N T S Page REPORT OF INDEPENDENT AUDITORS ON THE FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION FINANCIAL STATEMENTS Balance sheets Statements of income Statements of changes in stockholders’ equity 18-19 Statements of cash flows 20-21 Notes to financial statements 22-30 SUPPLEMENTARY INFORMATION Property, plant and equipment Accumulated depreciation, depletion and amortization Quarterly financial data SCHEDULE OMITTED Schedules, other than those listed above, have been omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or notes thereto. |
CALCASIEU REAL ESTATE AND OIL CO., INC. BY: /s/ Arthur Hollins, III --------------------------------------------- Arthur Hollins, III, President Dated March 5, 2003 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the capacities with regard to Calcasieu Real Estate and Oil Co., Inc. and on the date indicated: Arthur Hollins, III President - ----------------------------------- (Chief Executive Officer and Director) William D. Blake Vice President & Treasurer - ----------------------------------- (Principal Financial Officer and Director) Charles D. Viccellio Vice President & Secretary, (Director) - ----------------------------------- Henry C. Alexander Director - ----------------------------------- Troy A. Freund Director - ----------------------------------- Laura A. Leach Director - ----------------------------------- Frank O. Pruitt Director - ----------------------------------- B. James Reaves, III Director - ----------------------------------- Mary W. Savoy Director - ----------------------------------- Dated: March 5, 2003 CALCASIEU REAL ESTATE & OIL CO., INC. Lake Charles, Louisiana C O N T E N T S Page REPORT OF MANAGEMENT 9 REPORT OF INDEPENDENT AUDITORS ON THE FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION 10 FINANCIAL STATEMENTS Balance sheets 11 Statements of income 12 Statements of changes in stockholders' equity 13-14 Statements of cash flows 15-16 Notes to financial statements 17-28 SUPPLEMENTARY INFORMATION Property, plant and equipment 29 Accumulated depreciation, depletion and amortization 30 SCHEDULE OMITTED Schedules, other than those listed above, have been omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or notes thereto. |
/s/ McElroy, Quirk & Burch Lake Charles, Louisiana March 5, 2003 CALCASIEU REAL ESTATE & OIL CO., INC. BALANCE SHEETS December 31, 2002 and 2001 ASSETS 2002 2001 ---------- --------- CURRENT ASSETS Cash and cash equivalents $ 583,327 $1,419,084 Accounts receivable 152,373 93,748 Inventory-harvested crops 10,125 11,042 Prepaid income taxes 61,113 171,143 Prepaid expense and other 3,680 3,309 ---------- --------- Total current assets 810,618 1,698,326 ---------- --------- SECURITIES AVAILABLE-FOR-SALE 1,361,123 377,732 ---------- --------- PROPERTY AND EQUIPMENT (less accumulated depreciation, depletion and amortization of $448,521 in 2002 and $449,534 in 2001) 91,949 94,043 Timber (less accumulated depletion of $314,659 in 2002 and $281,343 in 2001) 484,161 498,569 Land 3,904,851 3,738,993 ---------- ---------- 4,480,961 4,331,605 ---------- ---------- $6,652,702 $6,407,663 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Trade payables and accrued expenses $ 8,863 $ 5,968 Dividends payable 195,742 195,737 Income taxes payable: Current - - Deferred, net 23,370 26,893 ---------- ---------- Total current liabilities 227,975 228,598 ---------- ---------- COMMITMENTS AND CONTINGENT LIABILITIES (Note 12) STOCKHOLDERS' EQUITY Common stock, no par value; 3,000,000 shares authorized; 2,100,000 shares issued 72,256 72,256 Retained earnings 6,642,737 6,387,579 Accumulated other comprehensive income 16,563 26,059 ---------- ---------- 6,731,556 6,485,894 Less cost of treasury stock (2002 144,956 shares and 2001 144,956 shares) 306,829 306,829 ---------- ---------- 6,424,727 6,179,065 ---------- ---------- $6,652,702 $6,407,663 ========== ========== See Notes to Financial Statements. |
STATEMENTS OF INCOME Years Ended December 31, 2002, 2001 and 2000 2002 2001 2000 ---- ---- ---- Revenues $1,454,498 $1,618,587 $2,497,118 ---------- ---------- ---------- Costs and expenses: Oil and gas production 102,654 62,636 78,176 Agricultural 10,515 8,176 10,601 Timber 40,741 32,910 61,359 Depreciation, depletion and amortization 38,886 28,566 38,490 ---------- ---------- ---------- 192,796 132,288 188,626 ---------- ---------- ---------- Income from operations 1,261,702 1,486,299 2,308,492 ---------- ---------- ---------- Other income (expense): Interest income 23,760 28,243 38,907 Dividends on stock 27,595 27,617 11,402 Realized gain on sale of investments in available-for-sale securities - 27,654 - Gain on sale of assets 2,167 4,991 414 General and administrative (245,786) (290,698) (214,394) ---------- --------- ---------- (192,264) (202,193) (163,671) ---------- --------- ---------- Income before income taxes 1,069,438 1,284,106 2,144,821 ---------- --------- ---------- Federal and state income taxes: Current 330,063 415,864 706,592 Deferred 2,807 (4,364) 2,200 ---------- --------- ---------- 332,870 411,500 708,792 ---------- --------- ---------- Net income (per common share)- 2002 $.38; 2001 $.45; 2000 $.73 $ 736,568 $ 872,606 $1,436,029 ========== ========= ========== See Notes to Financial Statements. |
The net deferred tax liability in the accompanying balance sheet includes the following components at December 31, 2002 and 2001: 2002 2001 ---------- ---------- Deferred tax assets $ 1,181 $ 341 Deferred tax liabilities (13,939) (10,293) Deferred tax liabilities on unrealized appreciation of securities available for sale (10,612) (16,941) ---------- ---------- Net deferred tax liability $ (23,370) $ (26,893) ========== ========== A reconciliation between income taxes, computed by applying statutory tax rates to income before income taxes and income taxes provided at December 31, 2002, 2001 and 2000 is as follows: 2002 2001 2000 ---------- ---------- ---------- Tax at statutory rates $ 363,609 $ 436,596 $ 729,239 Tax effect of the following: Statutory depletion (52,480) (52,305) (82,145) Dividend exclusion (6,567) (6,573) (2,714) State income tax 26,756 34,465 60,375 Investment tax credit (1,000) (167) - Other 2,552 (516) 4,037 ---------- ---------- ---------- $ 332,870 $ 411,500 $ 708,792 ========== ========== ========== NOTES TO FINANCIAL STATEMENTS Deferred income taxes result from timing differences in the recognition of revenue and expenses for tax and financial statement purposes. |
Following is a summary of segmented information for 2002, 2001 and 2000: 2002 2001 2000 ----------- ----------- ----------- REVENUES Oil and gas properties $ 1,118,748 $ 1,146,622 $ 1,772,148 Agricultural properties 150,626 176,387 178,897 Timber properties 160,468 249,591 460,963 All other segments 24,656 45,987 85,110 ----------- ----------- ----------- $ 1,454,498 $ 1,618,587 $ 2,497,118 =========== =========== =========== NOTES TO FINANCIAL STATEMENTS 2002 2001 2000 ----------- ----------- ----------- COSTS AND EXPENSES Oil and gas properties $ 102,654 $ 62,636 $ 78,176 Agricultural properties 14,697 13,288 15,126 Timber properties 74,057 54,286 93,962 All other segments 1,388 2,078 1,362 ----------- ----------- ----------- $ 192,796 $ 132,288 $ 188,626 =========== =========== =========== INCOME FROM OPERATIONS Oil and gas properties $ 1,016,094 $ 1,083,986 $ 1,693,972 Agricultural properties 135,929 163,099 163,771 Timber properties 86,411 195,305 367,000 All other segments 23,268 43,909 83,749 ----------- ----------- ----------- 1,261,702 1,486,299 2,308,492 OTHER INCOME (EXPENSE) (192,264) (202,193) (163,671) ----------- ----------- ----------- INCOME BEFORE INCOME TAXES $ 1,069,438 $ 1,284,106 $ 2,144,821 =========== =========== =========== IDENTIFIABLE ASSETS Oil and gas properties $ 667,148 $ 642,952 $ 683,952 Agricultural properties 2,635,398 2,525,291 2,522,280 Timber properties 1,174,812 1,210,651 964,852 All other segments 141,963 90,677 90,024 ----------- ----------- ----------- 4,619,321 4,469,571 4,261,108 GENERAL AND CORPORATE ASSETS 2,033,381 1,761,672 1,699,731 ----------- ----------- ----------- TOTAL ASSETS $ 6,652,702 $ 6,231,243 $ 5,960,839 =========== =========== =========== CAPITAL EXPENDITURES Oil and gas properties $ - $ - $ 633 Agricultural properties 165,859 4,022 10,479 Timber properties 18,908 245,798 19,294 All other segments 6,999 653 5,443 ----------- ----------- ----------- $ 191,766 $ 250,473 $ 35,849 =========== =========== =========== NOTES TO FINANCIAL STATEMENTS 2002 2001 2000 ------- ------- ------- DEPRECIATION, DEPLETION AND AMORTIZATION Agricultural properties $ 4,182 $ 5,113 $ 4,525 Timber properties 33,316 21,375 32,604 All other segments 1,388 3,078 2,153 ------- ------- ------- $38,886 $29,566 $39,282 ======= ======= ======= There are no intersegment sales reported in the accompanying income statements. |
CALCASIEU REAL ESTATE & OIL CO., INC. PROPERTY, PLANT AND EQUIPMENT Years Ended December 31, 2002, 2001 and 1999 Balance, Adjustments Balance, Beginning and End of 2002 of Period Additions Retirements Period ---- ----------- ---------- ----------- ----------- Oil and gas properties-proved $ 456,751 $ - $ - $ 456,751 Other property: Buildings and equipment 86,825 6,999 10,106 83,718 Timber 779,912 18,908 - 798,820 Land 3,738,992 165,859 - 3,904,851 ----------- ---------- ----------- ----------- $ 5,062,480 $ 191,766 $ 10,106 $ 5,244,140 =========== ========== =========== =========== ---- Oil and gas properties-proved $ 456,751 $ - $ - $ 456,751 Other property: Buildings and equipment 89,776 4,675 7,626 86,825 Timber 673,426 122,206 15,720 779,912 Land 3,615,900 123,592 500 3,738,992 ----------- ---------- ----------- ----------- $ 4,835,853 $ 250,473 $ 23,846 $ 5,062,480 =========== ========== =========== =========== ---- Oil and gas properties-proved $ 458,185 $ - $ 1,435 $ 456,751 Other property: Buildings and equipment 90,885 15,922 17,031 89,776 Timber 715,064 19,295 60,933 673,426 Land 3,615,791 632 522 3,615,900 ----------- ---------- ----------- ----------- $ 4,879,925 $ 35,849 $ 79,921 $ 4,835,853 =========== ========== =========== =========== CALCASIEU REAL ESTATE & OIL CO., INC. |
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION Years Ended December 31, 2002, 2001 and 2000 Balance, Adjustments Balance, Beginning and End of 2002 of Period Additions Retirements Period ---- ----------- ---------- ----------- ----------- Oil and gas properties-proved $ 379,535 $ - $ - $ 379,535 Other property: Buildings and equipment 69,999 5,570 6,584 68,985 Timber 281,343 33,316 - 314,659 ----------- ---------- ----------- ----------- $ 730,877 $ 38,886 $ 6,584 $ 763,179 =========== ========== =========== =========== ---- Oil and gas properties-proved $ 379,535 $ - $ - $ 379,535 Other property: Buildings and equipment 69,889 7,191 7,081 69,999 Timber 258,968 22,375 - 281,343 ----------- ---------- ----------- ----------- $ 708,392 $ 29,566 $ 7,081 $ 730,877 =========== ========== =========== =========== ---- Oil and gas properties-proved $ 377,039 $ 2,496 $ - $ 379,535 Other property: Buildings and equipment 73,468 4,525 8,104 69,889 Timber 228,876 32,261 2,169 258,968 ----------- ---------- ----------- ----------- $ 679,383 $ 39,282 $ 10,273 $ 708,392 =========== ========== =========== =========== CERTIFICATIONS Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Arthur Hollins, III, certify that: 1. |
CALCASIEU REAL ESTATE AND OIL CO., INC. BY: /s/ Arthur Hollins, III ----------------------------------- Arthur Hollins, III, President Dated March 5, 2002 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the capacities with regard to Calcasieu Real Estate and Oil Co., Inc. and on the date indicated: President Arthur Hollins, III (Chief Executive Officer and Director) - ------------------------------------- Vice President & Treasurer William D. Blake (Principal Financial Officer and Director) - ------------------------------------- Charles D. Viccellio Vice President & Secretary, (Director) - ------------------------------------- Henry C. Alexander Director - ------------------------------------- Troy A. Freund Director - ------------------------------------- Laura A. Leach Director - ------------------------------------- Frank O. Pruitt Director - ------------------------------------- B. James Reaves, III Director - ------------------------------------- Mary W. Savoy Director - ------------------------------------- Dated: March 5, 2002 CALCASIEU REAL ESTATE & OIL CO., INC. Lake Charles, Louisiana C O N T E N T S SCHEDULE OMITTED Schedules, other than those listed above, have been omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or notes thereto. |
CALCASIEU REAL ESTATE AND OIL CO., INC. BY: /s/ Arthur Hollins, III ----------------------------------- Arthur Hollins, III, President Dated March 5, 2001 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the capacities with regard to Calcasieu Real Estate and Oil Co., Inc. and on the date indicated: President Arthur Hollins, III (Chief Executive Officer and Director) ------------------------------ Vice President & Treasurer William D. Blake (Principal Financial Officer and Director) ------------------------------ Charles D. Viccellio Vice President & Secretary, (Director) ------------------------------ Henry C. Alexander Director ------------------------------ Troy A. Freund Director ------------------------------ Laura A. Leach Director ------------------------------ Frank O. Pruitt Director ------------------------------ B. James Reaves, III Director ------------------------------ Mary W. Savoy Director ------------------------------ Dated: March 5, 2001 CALCASIEU REAL ESTATE & OIL CO., INC. Lake Charles, Louisiana C O N T E N T S SCHEDULE OMITTED Schedules, other than those listed above, have been omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or notes thereto. |
CALCASIEU REAL ESTATE AND OIL CO., INC. BY: /s/ Arthur Hollins, III ---------------------------------- Arthur Hollins, III, President Dated March 13, 2000 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the capacities with regard to Calcasieu Real Estate and Oil Co., Inc. and on the date indicated: Dated: March 13, 2000 CALCASIEU REAL ESTATE & OIL CO., INC. Lake Charles, Louisiana C O N T E N T S Page INDEPENDENT AUDITORS' REPORT ON THE FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION 9 FINANCIAL STATEMENTS Balance sheets 10 Statements of income 11 Statements of changes in stockholders' equity 12-13 Statements of cash flows 14-15 Notes to financial statements 16-30 SUPPLEMENTARY INFORMATION Property, plant and equipment 31 Accumulated depreciation, depletion and amortization 32 SCHEDULE OMITTED Schedules, other than those listed above, have been omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or notes thereto. |
Oil and Gas Properties Results of operations for oil and gas producing activities at December 31, 1999, 1998 and 1997 is as follows: NOTES TO FINANCIAL STATEMENTS 1999 1998 1997 ---------- -------- -------- Gross revenues: Royalty interests $2,017,723 $563,033 $353,862 Working interests 24,095 19,115 39,894 2,041,818 582,148 393,756 Less: Production costs 84,605 50,511 59,503 Exploration expenses - - - Depreciation, depletion and amortization 318 580 1,515 ---------- -------- -------- Results before income tax expenses 1,956,895 531,057 332,738 Income tax expenses 630,682 164,487 112,932 ---------- -------- -------- Results of operations from producing activities (excluding corporate overhead) $1,326,213 $366,570 $219,806 ========== ======== ======== Costs incurred in oil and gas activities: The major costs incurred in connection with the Company's oil and gas operations (which are conducted entirely within the United States) at December 31, 1999, 1998 and 1997 are as follows: 1999 1998 1997 --------- --------- -------- Acquisition costs-working and royalty interests $ - $ - $ - ========= ========= ======== Exploration costs $ - $ - $ - ======== ========= ======== Development costs $ 932 $ 3,741 $ 862 ======== ======== ======== Reserve quantities (unaudited): Reserve information relating to estimated quantities of the Company's interest in proved reserves of natural gas and crude (including condensate and natural gas liquids) is not available. |
The net deferred tax liability in the accompanying balance sheet includes the following components at December 31, 1999 and 1998: 1999 1998 -------- --------- Deferred tax assets $ 3,203 $ 918 Valuation allowance - - Deferred tax liabilities (15,318) (10,902) Deferred tax liabilities on unrealized appreciation on securities available for sale (8,058) (2,589) -------- --------- Net deferred tax liability $(20,173) $ (12,573) ======== ========= A reconciliation between income taxes, computed by applying statutory tax rates to income before income taxes and income taxes provided at December 31, 1999, 1998 and 1997 is as follows: 1999 1998 1997 --------- -------- -------- Tax at statutory rates $ 775,137 $198,962 $263,991 Tax effect of the following: Statutory depletion (99,490) (27,084) (18,384) Dividend exclusion (514) (428) (126) State income tax 61,094 13,126 21,226 Investment tax credit (167) - (1,000) Other (1,306) (3,325) (2,180) --------- -------- -------- $ 734,754 $181,251 $263,527 ========= ======== ======== NOTES TO FINANCIAL STATEMENTS Deferred income taxes result from timing differences in the recognition of revenue and expenses for tax and financial statement purposes. |
Following is a summary of segmented information for 1999, 1998 and 1997: 1999 1998 1997 ---------- --------- --------- REVENUES Oil and gas properties $ 2,102,773 $ 672,497 $ 691,934 Agricultural properties 197,719 127,832 82,329 Timber properties 308,411 64,178 179,543 All other segments 37,588 32,520 13,826 ----------- --------- --------- $ 2,646,491 $ 897,027 $ 967,632 =========== ========= ========= COSTS AND EXPENSES Oil and gas properties $ 84,923 $ 51,091 $ 61,018 Agricultural properties 16,667 13,509 14,699 Timber properties 61,104 29,723 27,764 All other segments 932 1,264 862 ----------- --------- --------- $ 163,626 $ 95,587 $ 104,343 =========== ========= ========= NOTES TO FINANCIAL STATEMENTS 1999 1998 1997 ---------- ---------- ---------- INCOME FROM OPERATIONS Oil and gas properties $2,017,850 $ 621,406 $ 630,916 Agricultural properties 181,052 114,323 67,630 Timber properties 247,307 34,455 151,779 All other segments 36,656 31,256 12,964 ---------- ---------- ---------- 2,482,865 801,440 863,289 OTHER INCOME (EXPENSE) (203,051) (216,258) (86,844) ---------- ---------- ---------- INCOME BEFORE INCOME TAXES $2,279,814 $ 585,182 $ 776,445 ========== ========== ========== IDENTIFIABLE ASSETS Oil and gas properties $ 980,179 $ 694,203 $ 546,971 Agricultural properties 2,530,002 2,531,025 2,303,368 Timber properties 1,067,912 891,510 969,842 All other segments 85,685 85,685 - ---------- ---------- ---------- 4,663,778 4,202,423 3,820,181 GENERAL AND CORPORATE ASSETS 548,762 556,904 486,896 TOTAL ASSETS $5,212,540 $4,759,327 $4,307,077 ========== ========== ========== CAPITAL EXPENDITURES Oil and gas properties $ 2,947 $ 96,320 $ - Agricultural properties - 222,789 1,678,281 Timber properties 3,453 220,754 40,101 All other segments 3,749 85,685 - ---------- ---------- ---------- $ 10,149 $ 625,548 $1,718,382 ========== ========== ========== DEPRECIATION, DEPLETION AND AMORTIZATION Oil and gas properties $ 318 $ 580 $ 1,515 Agricultural properties 3,781 2,574 2,280 Timber properties 15,453 12,399 9,702 All other segments 932 1,264 862 ---------- ---------- ---------- $ 20,484 $ 16,817 $ 14,359 ========== ========== ========== NOTES TO FINANCIAL STATEMENTS There are no intersegment sales reported in the accompanying income statements. |
These risks and uncertainties include, without limitation: changes in general industry or regional market conditions; changes in consumer and customer preferences for our products (such as cameras replacing mirrors and/or autonomous driving); our ability to be awarded new business; continued uncertainty in pricing negotiations with customers; loss of business from increased competition; changes in strategic relationships; customer bankruptcies or divestiture of customer brands; fluctuation in vehicle production schedules (including the impact of customer employee strikes); changes in product mix; raw material and other supply shortages; supply chain disruptions; our dependence on key management; our dependence on information systems; higher raw material, fuel, energy and other costs; unfavorable fluctuations in currencies or interest rates in the regions in which we operate; costs or difficulties related to the integration and/or ability to maximize the value of any new or acquired technologies and businesses; changes in regulatory conditions; warranty and recall claims and other litigation and customer reactions thereto; possible adverse results of pending or future litigation or infringement claims; changes in tax laws; import and export duty and tariff rates in or with the countries with which we conduct business; negative impact of any governmental investigations and associated litigation including securities litigation relating to the conduct of our business; the length and severity of the COVID-19 (coronavirus) pandemic, including its impact across our business on demand, operations, and the global supply chain. |
International sales and operations, especially in growth markets, subject us to certain risks inherent in doing business abroad, including: •Exposure to local economic, political and labor conditions; • Unexpected changes in laws, regulations, trade or monetary or fiscal policy, including interest rates, foreign currency exchange rates and changes in the rate of inflation in the U.S. and other foreign countries; • Tariffs (as discussed herein), quotas, customs and other import or export restrictions and other trade barriers; •Natural disasters, political crises, and public health crises (such as the COVID-19 pandemic), which have caused and will likely continue to cause downtime and closures at both supplier and customer facilities; •Brexit, and its impact; •Expropriation and nationalization; • Difficulty of enforcing agreements, collecting receivables and protecting assets through non-U.S. legal systems; • Reduced intellectual property protection; •Withholding and other taxes on remittances and other payments by subsidiaries; • Investment restrictions or requirements; • Export and import restrictions; • Violence and civil unrest in local countries; • Compliance with the requirements of an increasing body of applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the U.K. |
Then, based on the 15.9% reduction from the IHS Markit mid-January 2020 global light vehicle production forecast for calendar year 2020 to actual global light vehicle production for calendar year 2020, the Compensation Committee and the Board adjusted the performance metrics for the Annual Plan as follows: Annual Plan Performance Metrics: For 2020, target performance (along with thresholds, adjusted only for purposes of linear interpolation since all were exceeded in any event, and maximums) and actual results for the COVID-19 adjusted performance metrics are as follows: Based on actual Revenue, Operating Income, and Earnings per Diluted Share results compared to the COVID-19 adjustments to targets and performance of the named executive officers, the payments for 2020 under the Annual Plan are shown in the table below: These Annual Plan results appropriately reflect management's excellent work in addressing the COVID-19 pandemic, yet still align with comparable year-over-year bonuses paid generally to employees under the Company's profit-sharing plan. |
These risks and uncertainties include, without limitation: changes in general industry or regional market conditions; changes in consumer and customer preferences for our products (such as cameras replacing mirrors and/or autonomous driving); our ability to be awarded new business; continued uncertainty in pricing negotiations with customers; loss of business from increased competition; changes in strategic relationships; customer bankruptcies or divestiture of customer brands; fluctuation in vehicle production schedules (including the impact of customer employee strikes); changes in product mix; raw material and electronic component shortages; higher raw material, fuel, energy and other costs; unfavorable fluctuations in currencies or interest rates in the regions in which we operate; costs or difficulties related to the integration and/or ability to maximize the value of any new or acquired technologies and businesses; changes in regulatory conditions; warranty and recall claims and other litigation and customer reactions thereto; possible adverse results of pending or future litigation or infringement claims; changes in tax laws and interpretations; import and export duty and tariff rates in or with the countries with which we conduct business; and negative impact of any governmental investigations and associated litigations including securities litigations relating to the conduct of our business. |
International sales and operations, especially in growth markets, subject us to certain risks inherent in doing business abroad, including: • Exposure to local economic, political and labor conditions; • Unexpected changes in laws, regulations, trade or monetary or fiscal policy, including interest rates, foreign currency exchange rates and changes in the rate of inflation in the U.S. and other foreign countries; • Tariffs (as discussed herein), quotas, customs and other import or export restrictions and other trade barriers; • Natural disasters, political crises, and public health crises (such as the coronavirus in Wuhan, China), which have caused and will likely continue to cause downtime and closures at both supplier and customer facilities; • Brexit, and its impact; • Expropriation and nationalization; • Difficulty of enforcing agreements, collecting receivables and protecting assets through non-U.S. legal systems; • Reduced intellectual property protection; • Withholding and other taxes on remittances and other payments by subsidiaries; • Investment restrictions or requirements; • Export and import restrictions; • Violence and civil unrest in local countries; • Compliance with the requirements of an increasing body of applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the U.K. |
These risks and uncertainties include, without limitation: changes in general industry or regional market conditions; changes in consumer and customer preferences for our products (such as cameras replacing mirrors and/or autonomous driving); our ability to be awarded new business; continued uncertainty in pricing negotiations with customers; loss of business from increased competition; changes in strategic relationships; customer bankruptcies or divestiture of customer brands; fluctuation in vehicle production schedules; changes in product mix; raw material and electronic component shortages; higher raw material, fuel, energy and other costs; unfavorable fluctuations in currencies or interest rates in the regions in which we operate; costs or difficulties related to the integration and/or ability to maximize the value of any new or acquired technologies and businesses; changes in regulatory conditions; warranty and recall claims and other litigation and customer reactions thereto; possible adverse results of pending or future litigation or infringement claims; changes in tax laws and interpretations; import and export duty and tariff rates in or with the countries with which we conduct business; and negative impact of any governmental investigations and associated litigations including securities litigations relating to the conduct of our business. |
International sales and operations, especially in growth markets, subject us to certain risks inherent in doing business abroad, including: • Exposure to local economic, political and labor conditions; • Unexpected changes in laws, regulations, trade or monetary or fiscal policy, including interest rates, foreign currency exchange rates and changes in the rate of inflation in the U.S. and other foreign countries; • Tariffs(as discussed above), quotas, customs and other import or export restrictions and other trade barriers; • Brexit, and particularly, an uncontrolled Brexit • Expropriation and nationalization; • Difficulty of enforcing agreements, collecting receivables and protecting assets through non-U.S. legal systems; • Reduced intellectual property protection; • Withholding and other taxes on remittances and other payments by subsidiaries; • Investment restrictions or requirements; • Export and import restrictions; • Violence and civil unrest in local countries; • Compliance with the requirements of an increasing body of applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the U.K. |
These risks and uncertainties include, without limitation: changes in general industry or regional market conditions; changes in consumer and customer preferences for our products (such as cameras replacing mirrors and/or autonomous driving); our ability to be awarded new business; continued uncertainty in pricing negotiations with customers; loss of business from increased competition; changes in strategic relationships; customer bankruptcies or divestiture of customer brands; fluctuation in vehicle production schedules; changes in product mix; raw material shortages; higher raw material, fuel, energy and other costs; unfavorable fluctuations in currencies or interest rates in the regions in which we operate; costs or difficulties related to the integration and/or ability to maximize the value of any new or acquired technologies and businesses; changes in regulatory conditions; warranty and recall claims and other litigation and customer reactions thereto; possible adverse results of pending or future litigation or infringement claims; changes in tax laws; import and export duty and tariff rates in or with the countries with which we conduct business; negative impact of any governmental investigations and associated litigations including securities litigations relating to the conduct of our business. |
International sales and operations, especially in growth markets, subject us to certain risks inherent in doing business abroad, including: • Exposure to local economic, political and labor conditions; • Unexpected changes in laws, regulations, trade or monetary or fiscal policy, including interest rates, foreign currency exchange rates and changes in the rate of inflation in the U.S. and other foreign countries; • Tariffs, quotas, customs and other import or export restrictions and other trade barriers; • Expropriation and nationalization; • Difficulty of enforcing agreements, collecting receivables and protecting assets through non-U.S. legal systems; • Reduced intellectual property protection; • Withholding and other taxes on remittances and other payments by subsidiaries; • Investment restrictions or requirements; • Export and import restrictions; • Violence and civil unrest in local countries; • Compliance with the requirements of an increasing body of applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the U.K. |
These risks and uncertainties include, without limitation, changes in general industry or regional market conditions; changes in consumer and customer preferences for our products (such as cameras replacing mirrors and/or autonomous driving); our ability to be awarded new business; continued uncertainty in pricing negotiations with customers; loss of business from increased competition; changes in strategic relationships; customer bankruptcies or divestiture of customer brands; fluctuation in vehicle production schedules; changes in product mix; raw material shortages; higher raw material, fuel, energy and other costs; unfavorable fluctuations in currencies or interest rates in the regions in which we operate; costs or difficulties related to the integration and/or ability to maximize the value of any new or acquired technologies and businesses; changes in regulatory conditions; warranty and recall claims and other litigation and customer reactions thereto; possible adverse results of pending or future litigation or infringement claims; changes in tax laws; import and export duty and tariff rates in or with the countries with which we conduct business; negative impact of any governmental investigations and associated litigations including securities litigations relating to the conduct of our business. |
These risks and uncertainties include, without limitation, changes in general industry or regional market conditions; changes in consumer and customer preferences for our products; our ability to be awarded new business; continued uncertainty in pricing negotiations with customers; loss of business from increased competition; customer bankruptcies or divestiture of customer brands; fluctuation in vehicle production schedules; changes in product mix; raw material shortages; higher raw material, fuel, energy and other costs; unfavorable fluctuations in currencies or interest rates in the regions in which we operate; costs or difficulties related to the integration of any new or acquired technologies and businesses; changes in regulatory conditions; warranty and recall claims and other litigation and customer reactions thereto; possible adverse results of pending or future litigation or infringement claims; negative impact of any governmental investigations and associated litigations including securities litigations relating to the conduct of our business. |
These risks and uncertainties include, without limitation, changes in general industry or regional market conditions; changes in consumer and customer preferences for our products; our ability to be awarded new business; continued uncertainty in pricing negotiations with customers; loss of business from increased competition; customer bankruptcies or divestiture of customer brands; fluctuation in vehicle production schedules; changes in product mix; raw material shortages; higher raw material, fuel, energy and other costs; unfavorable fluctuations in currencies or interest rates in the regions in which we operate; costs or difficulties related to the integration of any new or acquired technologies and businesses; changes in regulatory conditions; warranty and recall claims and other litigation and customer reactions thereto; possible adverse results of pending or future litigation or infringement claims; negative impact of any governmental investigations and associated litigations including securities litigations relating to the conduct of our business; integration of the newly acquired HomeLink business operations; retention of the newly acquired customers of the HomeLink business; and expansion of product offerings including those incorporating HomeLink technology. |
These risks and uncertainties include, without limitation: changes in general industry or regional market conditions; changes in consumer and customer preferences for our products; our ability to be awarded new business; continued uncertainty in pricing negotiations with customers; loss of business from increased competition; customer bankruptcies or divestiture of customer brands; fluctuation in vehicle production schedules; changes in product mix; raw material shortages; higher raw material, fuel, energy and other costs; unfavorable fluctuations in currencies or interest rates in the regions in which we operate; costs or difficulties related to the integration of any new or acquired technologies and businesses; changes in regulatory conditions; warranty and recall claims and other litigation and customer reactions thereto; possible adverse results of pending or future litigation or infringement claims; negative impact of any governmental investigations and associated litigations including securities litigations relating to the conduct of our business; integration of the newly acquired HomeLink® business operations; retention of the newly acquired customers of the HomeLink® business; and expansion of product offerings including those incorporating HomeLink® technology. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and d) disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and; 5. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and d) disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and; 5. |
These risks include, without limitation, the pace of economic activity in the United States and in international markets, employment and other general economic conditions; worldwide automotive production; the maintenance of the Company’s market share; the ability to control costs, including the ability to achieve purchasing cost reductions, control and leverage fixed overhead costs, and maintain margins; the ability to control E,R&D and S,G&A expenses; customer inventory management; competitive pricing pressures; currency fluctuations; interest rates; equity prices; the financial strength/stability of the Company’s customers (including their Tier 1 suppliers); potential impact of supply chain disruptions including but not limited to those caused by natural disasters and any other part shortages; potential sale of OEM business segments or suppliers; potential customer (including their Tier 1 suppliers) bankruptcies; the mix of products purchased by customers, the ability to continue to make product innovations; intellectual property litigation risk; the market for Rear Camera Display Mirrors and the success of those products; the success of certain other products (e.g. |
- 45 - GENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (6) STOCK-BASED COMPENSATION PLANS, continued - 46 - GENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (6) STOCK-BASED COMPENSATION PLANS, continued Non-employee Director Stock Option Plan The fair value of each option grant in the Non-employee Director Stock Option Plans was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the indicated periods: - 47 - GENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (6) STOCK-BASED COMPENSATION PLANS, continued Employee Stock Purchase Plan Restricted Stock Plan - 48 - GENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. |
/s/ Fred Bauer Director - ------------------------------------- Fred Bauer /s/ Gary Goode Director - ------------------------------------- Gary Goode /s/ Kenneth La Grand Director - ------------------------------------- Kenneth La Grand /s/ Arlyn Lanting Director - ------------------------------------- Arlyn Lanting /s/ John Mulder Director - ------------------------------------- John Mulder /s/ Rande Somma Director - ------------------------------------- Rande Somma /s/ Fred Sotok Director - ------------------------------------- Fred Sotok /s/ Wallace Tsuha Director - ------------------------------------- Wallace Tsuha /s/ James Wallace Director - ------------------------------------- James Wallace REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Gentex Corporation: We have audited the accompanying consolidated balance sheets of Gentex Corporation and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders' investment and cash flows for each of the three years in the period ended December 31, 2007. |
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