##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10  Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003
    
    Commission File No.: 0-27740


CITIZENS FIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)
    
    37-1351861
(I.R.S. Employer I.D. No.)


2101 North Veterans Parkway, Bloomington, Illinois 61704
(Address of principal executive offices)

Registrants telephone number: (309) 661-8700

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

(1) Yes x            No

(2) Yes x            No

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

The Registrant had 1,494,604 shares of Common Stock outstanding as of October
31, 2003.





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TABLE OF CONTENTS



|                                                |                                                                                              |                                                                                                       |  |  |  |  |  | 
|----------------------------------------------- | -------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I.  FINANCIAL INFORMATION                
|                                                | Item 1. Financial Statements                                                                
|                                                |                                                                                              | Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002                 
|                                                |                                                                                              | Condensed Consolidated Statements of Income for the Nine Months Ended September 30, 2003 and 2002    
|                                                |                                                                                              | Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2003 and 2002   
|                                                |                                                                                              | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002
|                                                |                                                                                              | Notes to Condensed Consolidated Financial Statements                                                 
|                                                | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
|                                                | Item 3. Quantitative and Qualitative Disclosures About Market Risk                          
|                                                | Item 4. Controls and Procedures                                                             
|PART II.  OTHER INFORMATION                   
|                                                | Item 1. Legal Proceedings                                                                   
|                                                | Item 2. Changes in Securities and Use of Proceeds                                           
|                                                | Item 3. Defaults Upon Senior Securities                                                     
|                                                | Item 4. Submission of Matters to a Vote of Security Holders                                 
|                                                | Item 5. Other Information                                                                   
|                                                | Item 6. Exhibits and Reports on Form 8-K                                                    
|                                                | Signatures                                                                                  
|Statement Re: Computation of Per Share Earnings
|Certification of C. William Landefeld          
|Certification of Dallas G. Smiley              
|906 Certification of C. William Landefeld      
|906 Certification of Dallas G. Smiley          



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##### Table of Contents



TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION

PAGE

Item 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets as of
September 30, 2003 and December 31, 2002
    
    1Condensed Consolidated Statements of Income for the
Nine Months Ended September 30, 2003 and 2002
    
    2Condensed Consolidated Statements of Income for the
Three Months Ended September 30, 2003 and 2002
    
    3Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 2003 and 2002
    
    4Notes to Condensed Consolidated Financial Statements
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operation
    
    8Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    17Item 4.
    
    Controls and Procedures
    
    17


PART II  OTHER INFORMATION

Item 1.
    
    Legal Proceedings
    
    18Item 2.
    
    Changes in Securities and Use of Proceeds
    
    18Item 3.
    
    Defaults Upon Senior Securities
    
    18Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    18Item 5.
    
    Other Information
    
    18Item 6.
    
    Exhibits and Reports on Form 8-K
    
    18Signatures
    
    
    
    19


Statements contained in this Form 10-Q which are not historical facts are
forward-looking statements, as that term is described in the Private Securities
Litigation Reform Act of 1995. The forward-looking statements are generally
identifiable by the use of such words as believes, expects, anticipates,
estimates, projects, intends or similar expressions. Such
forward-looking statements are subject to risk and uncertainties which could
cause actual results to differ materially from those projected. Such risks and
uncertainties include potential change in interest rates, competitive factors
in the financial services industry, general and local economic conditions, the
effect of new legislation and other risks detailed in documents filed by the
Company with the Securities and Exchange Commission from time to time.





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PART I.  FINANCIAL
INFORMATION







Citizens First Financial Corp. and Subsidiary
Condensed Consolidated Balance Sheets
As of September 30, 2003 and December 31, 2002
(in thousands)

September 30,
    
    
    December 31,2003
    
    
    2002ASSETS
    
    (Unaudited)Cash and due from banks
    
    $
    8,445
    
    
    $
    10,730Interest-bearing deposits and federal funds sold
    
    
    9,139
    
    
    
    22,853Cash and cash equivalents
    
    
    17,584
    
    
    
    33,583Available for sale securities
    
    
    22,302
    
    
    
    20,712Mortgage loans held for sale
    
    
    4,332
    
    
    
    6,098Loans
    
    
    275,934
    
    
    
    282,591Allowance for loan losses
    
    
    (1,788
    )
    
    
    (3,753
    )Net loans
    
    
    274,146
    
    
    
    278,838Land in real estate joint venture
    
    
    683
    
    
    
    888Premises and equipment
    
    
    6,305
    
    
    
    6,792Federal Home Loan Bank stock
    
    
    14,983
    
    
    
    4,697Foreclosed assets
    
    
    3,167
    
    
    
    1,500Mortgage servicing rights, net of valuation
allowance of $0 and $123,000 at September 30,
2003 and December 31, 2002
    
    
    507
    
    
    
    407Cash surrender value of bank owned life insurance
    
    
    4,066
    
    
    
    Other assets
    
    
    3,388
    
    
    
    3,541Total assets
    
    $
    351,463
    
    
    $
    357,056LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesDeposits
    
    $
    246,621
    
    
    $
    249,163Long-term debt
    
    
    68,800
    
    
    
    72,825Other liabilities
    
    
    2,535
    
    
    
    2,730Total liabilities
    
    
    317,956
    
    
    
    324,718Minority interest in real estate joint venture
    
    
    347
    
    
    
    444Commitments and Contingent LiabilitiesStockholders EquityPreferred stock, $.01 par value
Authorized and unissued  1,000,000 shares
    
    
    
    
    
    
    Common stock, $.01 par value; authorized 8,000,000
shares; 2,817,500 shares issued and outstanding
    
    
    28
    
    
    
    28Additional paid-in-capital
    
    
    26,766
    
    
    
    27,934Retained earnings
    
    
    28,483
    
    
    
    25,837Accumulated other comprehensive income
    
    
    18
    
    
    
    197Less:Treasury shares, 1,322,896 and 1,361,996, respectively
    
    
    (22,135
    )
    
    
    (22,102
    )Total stockholders equity
    
    
    33,160
    
    
    
    31,894Total liabilities and stockholders equity
    
    $
    351,463
    
    
    $
    357,056


See notes to condensed consolidated financial statements

1



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Citizens First Financial Corp. and Subsidiary
Condensed Consolidated Statements of Income

For the nine months
    
    
    For the nine monthsended September 30,
    
    
    ended September 30,2003
    
    
    2002(Unaudited and in thousand except share data)Interest incomeInterest on loans
    
    $
    13,460
    
    
    $
    15,728Interest on investments, deposits with banks,
federal funds sold and other
    
    
    1,244
    
    
    
    1,139Total interest income
    
    
    14,704
    
    
    
    16,867Interest expenseInterest on deposits
    
    
    4,385
    
    
    
    5,959Interest on borrowings
    
    
    2,339
    
    
    
    2,699Total interest expense
    
    
    6,724
    
    
    
    8,658Net interest income
    
    
    7,980
    
    
    
    8,209Provision for loan losses
    
    
    867
    
    
    
    725Net interest income after provision for loan losses
    
    
    7,113
    
    
    
    7,484Noninterest incomeService charges on deposit accounts
    
    
    741
    
    
    
    707Net realized losses on sales of available for sale securities
    
    
    
    
    
    
    (71
    )Net gains on loan sales
    
    
    1,091
    
    
    
    505Recovery (impairment) of mortgage servicing rights
    
    
    123
    
    
    
    (323
    )Gains on sales of land in joint venture
    
    
    400
    
    
    
    269Other
    
    
    241
    
    
    
    177Total noninterest income
    
    
    2,596
    
    
    
    1,264Noninterest expenseSalaries and employee benefits
    
    
    2,879
    
    
    
    3,274Net occupancy and equipment expenses
    
    
    929
    
    
    
    952Net loss on sale or write-down of foreclosed assets
    
    
    770
    
    
    
    18Deposit insurance expense
    
    
    66
    
    
    
    59Data processing expense
    
    
    270
    
    
    
    243Minority interest in net income of real estate joint venture
    
    
    198
    
    
    
    128Other
    
    
    1,436
    
    
    
    1,171Total noninterest expense
    
    
    6,548
    
    
    
    5,845Income before income tax
    
    
    3,161
    
    
    
    2,903Income tax expense
    
    
    1,201
    
    
    
    1,127Net income
    
    
    1,960
    
    
    
    1,776Other comprehensive income, net of tax:Unrealized appreciation (depreciation) on available for sale
securities
    
    
    (179
    )
    
    
    36Less: Reclassification adjustment for losses included innet income
    
    
    
    
    
    
    (43
    )Comprehensive income
    
    $
    1,781
    
    
    $
    1,855Basic earnings per share
    
    $
    1.33
    
    
    $
    1.21Weighted average shares outstanding
    
    
    1,472,457
    
    
    
    1,470,772Diluted earnings per share
    
    $
    1.22
    
    
    $
    1.12Weighted average shares outstanding
    
    
    1,610,261
    
    
    
    1,593,820


See notes to condensed consolidated financial statements

2



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Citizens First Financial Corp. and Subsidiary
Condensed Consolidated Statements of Income

For the three months
    
    
    For the three monthsended September 30,
    
    
    ended September 30,2003
    
    
    2002(Unaudited and in thousands except share data)Interest incomeInterest on loans
    
    $
    4,428
    
    
    $
    5,121Interest on investments, deposits with banks,
federal funds sold and other
    
    
    454
    
    
    
    423Total interest income
    
    
    4,882
    
    
    
    5,544Interest expenseInterest on deposits
    
    
    1,369
    
    
    
    1,867Interest on borrowings
    
    
    768
    
    
    
    908Total interest expense
    
    
    2,137
    
    
    
    2,775Net interest income
    
    
    2,745
    
    
    
    2,769Provision for loan losses
    
    
    476
    
    
    
    495Net interest income after provision for loan losses
    
    
    2,269
    
    
    
    2,274Noninterest incomeService charges on deposit accounts
    
    
    290
    
    
    
    245Net gains on loan sales
    
    
    272
    
    
    
    164Recovery (impairment) of mortgage servicing rights
    
    
    123
    
    
    
    (323
    )Gain on sale of land in joint venture
    
    
    206
    
    
    
    269Other
    
    
    122
    
    
    
    0Total noninterest income
    
    
    1,013
    
    
    
    355Noninterest expenseSalaries and employee benefits
    
    
    835
    
    
    
    1,065Net occupancy and equipment expenses
    
    
    300
    
    
    
    315Net on loss on sale or write-down of foreclosed assets
    
    
    771
    
    
    
    1Deposit insurance expense
    
    
    19
    
    
    
    20Data processing expense
    
    
    95
    
    
    
    79Minority interest in net income of real estate joint venture
    
    
    101
    
    
    
    128Other
    
    
    381
    
    
    
    401Total noninterest expense
    
    
    2,502
    
    
    
    2,009Income before income tax
    
    
    780
    
    
    
    620Income tax expense
    
    
    283
    
    
    
    241Net income
    
    
    497
    
    
    
    379Other comprehensive income, net of tax:Unrealized appreciation (depreciation) on available for sale
securities
    
    
    (150
    )
    
    
    139Comprehensive income
    
    $
    347
    
    
    $
    518Basic earnings per share
    
    $
    0.33
    
    
    $
    0.26Weighted average shares outstanding
    
    
    1,494,322
    
    
    
    1,470,502Diluted earnings per share
    
    $
    0.31
    
    
    $
    0.24Weighted average shares outstanding
    
    
    1,624,766
    
    
    
    1,602,200


See notes to condensed consolidated financial statements

3



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CITIZENS FIRST FINANCIAL CORP. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows

For the nine
    
    
    For the ninemonths ended
    
    
    months endedSeptember 30, 2003
    
    
    September 30, 2002(Unaudited and in thousands)Operating activitiesNet income
    
    $
    1,960
    
    
    $
    1,776Adjustments to reconcile net income to net cashProvided (used) by operating activities:Provision for loan losses
    
    
    867
    
    
    
    725ESOP compensation expense
    
    
    
    
    
    
    416Losses on sale of available for sale securities
    
    
    
    
    
    
    71Investment securities amortization, net
    
    
    157
    
    
    
    93Minority interest in net income of real estate joint venture
    
    
    198
    
    
    
    128Gain on sale of land in real estate joint venture
    
    
    (400
    )
    
    
    (269
    )Net loss on sale or write-down of foreclosed assets
    
    
    770
    
    
    
    18Net gains on sale of mortgage loans
    
    
    (1,091
    )
    
    
    (505
    )Impairment (recovery) of mortgage servicing rights
    
    
    (123
    )
    
    
    323Net gains from sale of premises & equipment
    
    
    
    
    
    
    (26
    )Amortization of mortgage servicing rights
    
    
    211
    
    
    
    204Depreciation
    
    
    537
    
    
    
    557Mortgage loans originated for sale
    
    
    (63,190
    )
    
    
    (35,721
    )Proceeds from sale of mortgage loans
    
    
    65,859
    
    
    
    36,781Federal Home Loan Bank dividends
    
    
    (286
    )
    
    
    (178
    )Change in:Prepaid expenses & other assets
    
    
    87
    
    
    
    (394
    )Other liabilities
    
    
    115
    
    
    
    223Net cash provided by operating activities
    
    
    5,671
    
    
    
    4,222Investing ActivitiesPurchase of available for sale securities
    
    
    (11,661
    )
    
    
    (15,443
    )Proceeds from maturities and principal paydowns
on available for sale securities
    
    
    9,621
    
    
    
    3,407Purchase of Federal Home Loan bank stock
    
    
    (10,000
    )
    
    
    Proceeds from sales of available for sale securities
    
    
    
    
    
    
    5,120Net change in loans
    
    
    (789
    )
    
    
    (1,282
    )Investment in land in real estate joint venture
    
    
    (28
    )
    
    
    (203
    )Proceeds from sales of land real estate joint venture
    
    
    633
    
    
    
    532Net distribution of minority interest portion of
real estate joint venture
    
    
    (295
    )
    
    
    (158
    )Purchases of premises and equipment
    
    
    (50
    )
    
    
    (67
    )Proceeds from sales of premises & equipment
    
    
    
    
    
    
    150Proceeds from sales of foreclosed assets
    
    
    2,177
    
    
    
    1,202Investment in bank owned life insurance
    
    
    (4,000
    )
    
    
    Net cash used in investing activities
    
    
    (14,392
    )
    
    
    (6,742
    )


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Financing ActivitiesNet change in deposits
    
    $
    (2,542
    )
    
    $
    6,667Proceeds from borrowings
    
    
    3,000
    
    
    
    11,800Repayment of borrowings
    
    
    (7,025
    )
    
    
    (8,043
    )Purchase of treasury stock shares
    
    
    (1,155
    )
    
    
    (1,052
    )Cash dividends paid on common stock
    
    
    (452
    )
    
    
    (315
    )Exercise of stock options
    
    
    1,092
    
    
    
    162Net change in advances by borrowers for taxes and insurance
    
    
    (196
    )
    
    
    (132
    )Net cash provided (used in) by financing activities
    
    
    (7,278
    )
    
    
    9,087Net change in cash and cash equivalents
    
    
    (15,999
    )
    
    
    6,567Cash and cash equivalents, beginning of period
    
    
    33,583
    
    
    
    12,931Cash and cash equivalents, end of period
    
    $
    17,584
    
    
    $
    19,498Additional cash flows information:Interest paid
    
    $
    6,677
    
    
    $
    8,504Income tax paid
    
    $
    1,115
    
    
    $
    1,103Loans transferred to foreclosed assets
    
    $
    4,614
    
    
    $
    2,527


See notes to condensed consolidated financial statements

5



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Citizens First Financial Corp.

Notes to Condensed Consolidated Financial Statements



|1. |  | Background Information
|-- |  | ----------------------

Citizens First Financial Corp. (the Company) was incorporated in January 1996
and on May 1, 1996 acquired all of the outstanding shares of common stock of
Citizens Savings Bank (the Bank) upon the Banks conversion from a federally
chartered mutual savings bank to a federally chartered stock savings bank. The
Company purchased 100% of the outstanding capital stock of the Bank using 50%
of the net proceeds from the Companys initial stock offering which was
completed on May 1, 1996. In April 1999, the Bank was converted from a
federally chartered savings bank to an Illinois state savings bank.

The Company sold 2,817,500 shares of common stock in the initial offering at
$10.00 per share, including 225,400 shares purchased by the Banks Employee
Stock Ownership Plan (the ESOP). The ESOP shares were acquired by the Bank
with proceeds from a Company loan totaling $2,254,000. The net proceeds of the
offering totaled $27,012,000; $28,175,000 less $1,163,000 in underwriting
commissions and other expenses. The Companys stock is traded on the NASDAQ
National Market under the symbol CFSB.



|2. |  | Statement of Information Furnished
|-- |  | ----------------------------------

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with Form 10-Q instructions and Rule 10-01 of
Regulation S-X, and in the opinion of management reflect all adjustments
necessary to present a fair statement of the consolidated financial position as
of September 30, 2003 and December 31, 2002, and the consolidated statements of
income for the nine and three months ended September 30, 2003 and 2002 and cash
flows for the nine months ended September 30, 2003 and 2002. All adjustments
to the financial statements were of a normal recurring nature. These results
have been determined on the basis of accounting principles generally accepted
in the United States of America. The results of operations for the nine and
three months ended September 30, 2003 are not necessarily indicative of the
results to be expected for the entire fiscal year.

The condensed consolidated financial statements are those of the Company and
the Bank. These condensed consolidated financial statements should be read in
conjunction with the audited financial statements and notes thereto, dated
January 17, 2003, included in the Companys 2002 Annual Report to Stockholders.



|3. |  | Earnings Per Share
|-- |  | ------------------

Basic earnings per share have been computed based upon the weighted average
common shares outstanding for the nine and three months ended September 30,
2003 and 2002. Diluted earnings per share for the nine and three months ended
September 30, 2003 reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the Company.

6



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|4. |  | Stock Options
|-- |  | -------------

The Company has a stock-based employee compensation plan, which is described
more fully in Notes to Financial Statements included in the December 31, 2002
Annual Report to Shareholders. The Company accounts for this plan under the
recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. No stock-based
employee compensation cost is reflected in net income, as all options granted
under the plan had an exercise price equal to the market value of the
underlying common stock on the grant date. The following table illustrates the
effect on net income and earnings per share if the Company had applied the fair
value provisions of Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.

Three Months Ended
    
    
    Three Months Ended
    
    
    Nine Months Ended
    
    
    Nine Months EndedSeptember 30, 2003
    
    
    September 30, 2002
    
    
    September 30, 2003
    
    
    September 30, 2002Net income, as reported
    
    $
    497
    
    
    $
    379
    
    
    $
    1,960
    
    
    $
    1,776Less: Total stock-based
employee compensation
cost determined under the
fair value based method,
net of income taxes
    
    
    (24
    )
    
    
    (24
    )
    
    
    (72
    )
    
    
    (72
    )Pro forma net income
    
    $
    473
    
    
    $
    355
    
    
    $
    1,888
    
    
    $
    1,704Earnings per share:Basic  as reported
    
    $
    0.33
    
    
    $
    0.26
    
    
    $
    1.33
    
    
    $
    1.21Basic  pro forma
    
    $
    0.32
    
    
    $
    0.24
    
    
    $
    1.28
    
    
    $
    1.16Diluted  as reported
    
    $
    0.31
    
    
    $
    0.24
    
    
    $
    1.22
    
    
    $
    1.12Diluted  pro forma
    
    $
    0.29
    
    
    $
    0.22
    
    
    $
    1.17
    
    
    $
    1.07


7



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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS
OF OPERATION


GENERAL

Citizens First Financial Corp. (the Company) is the holding company for
Citizens Savings Bank (the Bank). The Bank was originally chartered in 1888
by the State of Illinois and in 1989 became a federally chartered savings bank.
In April 1999, the Bank was converted from a federally chartered savings bank
to an Illinois state savings bank. The Banks principal business consists of
the acceptance of retail deposits from the general public in the area
surrounding its main and branch offices and the investment of these deposits,
together with funds generated from operations and borrowings into loans and
investment securities. The Bank originates one-to-four family residential
mortgages, commercial, multi-family, construction and land, commercial real
estate, agricultural, consumer and other loans. The Bank has a wholly-owned
service corporation, CSL Service Corporation (CSL), which is an
Illinois-chartered corporation that has invested in Williamsburg LLC
(Williamsburg), a real estate development joint venture. CSL is a 50% owner
of Williamsburg, which has two other investors. The accounts of Williamsburg
are consolidated into the Companys financial statements. The 50% of
Williamsburg not owned by CSL is recorded as a minority interest.

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2003 and DECEMBER 31, 2002

Total assets decreased from $357.1 million at December 31, 2002 to $351.5
million at September 30, 2003. The $5.6 million or 1.6% decrease was primarily
due to the decrease in cash and cash equivalents and loans and loans held for
sale, offset by increases in Federal Home Loan Bank stock, available for sale
securities, foreclosed assets and cash surrender value of bank owned life
insurance.

Cash and cash equivalents decreased from $33.6 million at December 31, 2002 to
$17.6 million at September 30, 2003, a decrease of $16.0 million or 47.6%.

Available for sale securities increased from $20.7 million at December 31, 2002
to $22.3 million at September 30, 2003, an increase of $1.6 million or 7.7%.
The increase was primarily due to the purchase of investment securities during
the first nine months of 2003.

Loans, net of allowance for loan losses and including loans held for sale,
decreased from $284.9 million at December 31, 2002 to $278.5 million at
September 30, 2003, a decrease of $6.4 million or 2.2%. The decrease was
primarily due to a decrease of $10.6 million in construction and land
development loans. The decrease in construction and land development
loans was due to loan repayments and the transfer of a $3.3 million
loan to borrowers for a retail development to foreclosed assets
during the first nine months of 2003. The Company sells primarily fixed rate residential loans in
the secondary market (primarily to the Federal Home Loan Mortgage Corporation)
as a source of income from gains on sale and servicing fees and as a means of
controlling interest rate risk. The Company experienced a continuing high
volume in refinanced residential loans during the first nine months of 2003 due
to lower interest rates. Many of these loans (the majority of which were
originated as fixed rate loans) were sold in the secondary market. The Company
serviced $93.9 million and $103.7 million at September 30, 2003 and December
31, 2002, respectively.

The Company has a significant concentration in construction and commercial real
estate loans related to the real estate market in Bloomington-Normal.
Management believes that due to the continued strength of this market, this
concentration does not pose a significant risk to the Company.

The allowance for loan losses is established through a provision for loan
losses based on managements evaluation of the risks inherent in the loan
portfolio and the general economy. The allowance for loan losses is maintained
at an amount management considers adequate to cover estimated losses in loans
receivable which are deemed probable and can be estimated based on information
available to management at such time. While management believes the allowance
for loan losses is sufficient to cover future loan losses inherent in its loan
portfolio at this time, no assurances can be given that the level of the
allowance for loan losses will be sufficient to cover future loan losses
incurred or that future adjustments to the allowance for loan losses will not
be necessary if economic and other conditions differ substantially from the
economic and other conditions used by management to determine the current level
of the allowance for loan losses. The

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allowance is based upon a number of factors, including asset classification,
economic trends, industry experience and trends, industry and geographic
concentrations, estimated collateral value, managements assessments of the
credit risk inherent in the portfolio, historical loan loss experience, and the
Companys underwriting policies. Management will continue to monitor and modify
the allowance for loan losses as conditions dictate. Various regulatory
agencies, as an integral part of their examination process, periodically review
the allowance for loan losses. These agencies may require additional valuation
allowances, based on their judgments of the information available at the time
of the examination.

It is the policy of the Company to charge off loans when it is determined that
they are no longer collectible. The policy for loans secured by real estate,
which comprises the majority of the loan portfolio, is to establish loss
reserves in accordance with the loan classification process, based on
accounting principles generally accepted in the United States of America. It is
the Companys policy to obtain an appraisal or evaluation on all real estate
acquired through foreclosure at the time of foreclosure.

The allowance for loan losses decreased from $3,753,000 at December 31, 2002 to
$1,788,000 at September 30, 2003, a decrease of $1,965,000 or 52.4%. The
decrease was primarily due to the $2.2 million write-off of amounts that had
been specifically reserved for as of December 31, 2002 on loans which were
transferred into foreclosed assets in the first nine months of 2003. The $6.8
million in loans transferred to foreclosed assets in 2003 included a $3.3
million loan for a retail development, which was classified as non-accrual and
had a specific reserve of $1.4 million at December 31, 2002. An additional
write-down of $760,000 was taken on the property during the third quarter of
2003 leaving a balance of approximately $1.1 million. Additional loans
transferred to foreclosed assets during the first nine months of 2003 totaled
$3.5 million and had specific reserves of approximately $800,000.

The Companys non-performing and potential problem loans decreased from
$11,264,000 at December 31, 2002 to $6,921,000 at September 30, 2003, a
decrease of $4,343,000 or 38.6%. The decrease was primarily attributable to the
foreclosure of $6.8 million in loans during the first nine months of 2003,
including the $3.3 million loan noted above for a retail development that was
classified as non-accrual at December 31, 2002. The non-performing and
potential problem loans were considered impaired as of September 30, 2003 and
December 31, 2002.

Non-performing loans, which are loans past due 90 days or more and non-accruing
loans, decreased from $6,163,000 at December 31, 2002 to $2,422,000 at
September 30, 2003. The ratio of the Companys allowance for loan losses to
total non-performing loans was 73.8% and 60.9% at September 30, 2003 and
December 31, 2002, respectively. Management believes that the problems with
these borrowers are identified and not indicative of the loan portfolio in
total.

Nonaccruing loans decreased from $4,410,000 at December 31, 2002 to $642,000 at
September 30, 2003, a decrease of $3,768,000 or 85.4%. The decrease is
primarily due to the foreclosure and transfer to foreclosed assets of $4.2
million in loans classified as non-accrual at December 31, 2002 during the
first nine months of 2003. As of September 30, 2003, the total of nonaccruing
loans is comprised of four residential loans with a balance of $417,000 and
two construction and land development loans with a balance of $225,000. The
Company has established a loss reserve of $142,000 for these loans. For all of
the non-accruing loans, the Company believes that it has adequately reserved
for any potential loss.

Loans delinquent greater than 90 days increased from $1,753,000 at December 31,
2002 to $1,780,000 at September 30, 2003, an increase of $27,000. Loans
delinquent greater than 90 days at September 30, 2003 consist of ten loans that
are substantially collateralized. The Company has established loss reserves of
$299,000 for the delinquent loans and believes that it has adequately reserved
for any potential loss. The total is comprised principally of one construction
and development loan for $849,000, three residential mortgages with a balance
of $288,000, one loan secured by a commercial office building for $279,000 and
three commercial and industrial loans for $271,000. The largest loan delinquent
greater than 90 days has a balance of $849,000.

Potential problem loans are loans that are not classified as nonaccrual or 90
days or more delinquent, but due to factors regarding the borrower, the loan or
the economy may represent a possible loss to the Company. Potential problem
loans decreased from $5,102,000 at December 31, 2002 to $4,499,000 at

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September 30, 2003, a decrease of $603,000 or 11.8%. The Company has
established loan loss reserves of $373,000 at September 30, 2003 for potential
problem loans. As of September 30, 2003, $2,322,000 of the total potential
problem loans relates to three borrowers. One borrower with potential problem
loans of $1,370,000 is a commercial property landlord who is a concern because
of prior payment problems. The second borrower is a retail business with
potential problem loans of $552,000, which has experienced recent losses. The
third borrower with a potential problem development loan of $400,000 is a
commercial real estate venture, which is a concern to the Company because of
delays in the completion and sale of properties. Subsequent to September 30,
2003, the development loan of $400,000 was paid off. The remaining potential
problem loans have a balance of $2,177,000 and consist of eighteen residential
loans with a balance of $2,144,000 and three consumer loans of $33,000. For all
of the potential problem loans, the Company believes that it has adequately
reserved for any potential loss.

Other assets especially mentioned (OAEM) loans increased from $12,590,000 at
December 31, 2002 to $15,090,000 at September 30, 2003, an increase of
$2,500,000 or 19.9%. OAEM loans are loans that are not classified as
nonaccrual, delinquent or potential problem, but still require monitoring by
the Company due to factors regarding the borrower, the loan or the economy. At
September 30, 2003, $12,941,000 of this balance relates to loans to two
borrowers. The first borrower with $11,273,000 in loans is the same commercial
real estate venture that has the $400,000 potential problem loan noted above
whom because of the concentration of loans to one borrower and delays in
completion and sale of certain of his developments has caused all of its loans
to be classified as potential problem or OAEM loans. The second borrower with
$1,668,000 in OAEM loans is a real estate developer who is classified due to
delays is loan payments and property sales. The remaining $2,149,000 of OAEM
loans consists primarily of three commercial & industrial loans with a balance
of $711,000, two non-residential loans with a balance of $778,000 and eleven
residential real estate loans with a balance of $648,000.

Foreclosed assets increased from $1,500,000 at December 31, 2002 to $3,167,000
at September 30, 2003, an increase of $1,667,000 or 111.1%. The increase was
due to the foreclosure of $6.8 million in loans, or $4.6 million net of
charge-offs taken at the time of transfer, during the first nine months of
2003. The Bank charged-off $2.2 million through the allowance for loan losses
when the properties were transferred from loans to foreclosed assets. The $2.2
million charge-off had been specifically reserved on the related loans as of
December 31, 2002. Foreclosed assets, totaling $2.2 million, net of reserves,
were sold during the first nine months of 2003. Included in foreclosed assets
at September 30, 2003 is a $1.1 million retail development property. An
additional $760,000 was expensed due to a write-down on this property in the
third quarter of 2003. The repossessed building is substantially leased.
Another financial institution, which had a loan on the same development,
foreclosed on their portion in 2002. The remaining foreclosed assets at
September 30, 2003 consist primarily of $1.0 million in residential properties
and $1.0 million of undeveloped commercial land. Properties being transferred
to foreclosed assets are appraised or evaluated and, if required, loss reserves
are established by management.

Mortgage servicing rights increased from $407,000 at December 31, 2002 to
$507,000 at September 30, 2003, an increase of $100,000 or 24.5%. The increase
was due to the recovery of $123,000 of previously impaired mortgage servicing
rights and newly capitalized assets of $188,000, offset by the amortization of
$211,000 of mortgage servicing rights. Loans serviced for others totaled $93.9
million and $103.7 million at September 30, 2003 and December 31, 2002,
respectively.

Other assets decreased from $3.5 million at December 31, 2002 to $3.4 million
at September 30, 2003, a decrease of $100,000.

Deposits decreased from $249.2 million at December 31, 2002 to $246.6 million
at September 30, 2003, a decrease of $2.6 million or 1.0%. The decrease was due
to a decrease of $2.6 million in certificates of deposit.

Long-term debt decreased from $72.8 million at December 31, 2002 to $68.8
million at September 30, 2003, a decrease of $4.0 million or 5.5%, due to
maturities during the first nine months of 2003.

Other liabilities decreased from $2.7 million at December 31, 2002 to $2.5
million at September 30, 2003, a decrease of $200,000 or 7.4%. The increase was
primarily due to a $197,000 decrease in advances from borrowers for taxes and
insurance.

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Total stockholders equity increased by $1,266,000, from $31,894,000 at
December 31, 2002 to $33,160,000 at September 30, 2003. The increase resulted
from the earnings of the Company of $1,960,000 for the nine months ended
September 30, 2003 and exercised stock options of $1,092,000, offset by the
purchase of treasury shares of $1,155,000, payment of $452,000 in dividends to
stockholders, and a decrease in unrealized appreciation on available-for-sale
securities of $179,000.

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COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
and SEPTEMBER 30, 2002

GENERAL
Net income for the nine months ended September 30, 2003 increased by $184,000
from $1,776,000 for the nine months ended September 30, 2002 to $1,960,000 for
the nine months ended September 30, 2003. The increase was due primarily to an
increase in the net gains on loan sales, the recovery of mortgage servicing
rights impairment and lower salaries and benefits expense, offset by a decrease
in net interest income and write-down of foreclosed assets.

INTEREST INCOME
Interest on loans decreased by $2,268,000 or 14.4%, from $15,728,000 for the
nine months ended September 30, 2002 to $13,460,000 for the nine months ended
September 30, 2003. Interest on loans decreased due to a decrease in the
average yield on loans outstanding of 71 basis points and a $13.3 million
decrease in the average balance of outstanding loans.

Interest on investments increased from $1,139,000 for the nine months ended
September 30, 2002 to $1,244,000 for the nine months ended September 30, 2003,
an increase of $105,000 or 9.2%. The increase was primarily due to a $9.6
million increase in the average balance of investment securities, FHLB stock
and interest-bearing deposits, offset by a 47 basis point decrease in the
average yield of these assets in 2003.

INTEREST EXPENSE
Interest on deposits decreased by $1,574,000 or 26.4%, from $5,959,000 for the
nine months ended September 30, 2002 to $4,385,000 for the nine months ended
September 30, 2003. The decrease was primarily due to an 89 basis point
decrease in the average cost of deposits, offset by a $900,000 increase in the
average balance of deposits.

The interest on borrowings decreased by $360,000 or 13.3%, from $2,699,000 for
the nine months ended September 30, 2002 to $2,339,000 for the nine months
ended September 30, 2003 as a result of a 50 basis point decrease in the
average cost of borrowings and a $2.4 million decrease in the average balance
of borrowings.

PROVISION FOR LOAN LOSSES
The provision for loan losses was $867,000 for the nine months ended September
30, 2003 and $725,000 for the nine months ended September 30, 2002, an increase
of $142,000 or 19.6%.

NONINTEREST INCOME
Total noninterest income increased by $1,332,000 or 105.4%, from $1,264,000 for
the nine months ended September 30, 2002 to $2,596,000 for the nine months
ended September 30, 2003. The increase was due primarily to increases in gains
on loan sales and the recovery of a mortgage servicing rights impairment. Net
gains on loan sales increased by $586,000 in 2003 due to increased loan sales
resulting from the lower interest rate environment. There was a $123,000
recovery of a mortgage servicing rights impairment in 2003 compared to a
$323,000 mortgage servicing rights impairment charge in 2002.

NONINTEREST EXPENSE
Total noninterest expense increased from $5,845,000 for the nine moths ended
September 30, 2002 to $6,548,000 for the nine months ended September 30, 2003,
an increase of $703,000 or 12.0%. Other noninterest expense increased $1.0
million primarily because of increases of $752,000 in net loss on sale and
write-down of foreclosed assets, $70,000 in minority interest in the net income
of a real estate joint venture and $78,000 in legal fees. Salaries and benefits
expense decreased by $395,000 because of the $446,000 decrease in ESOP expense
resulting from the allocation of the remaining plan shares in 2002 and a
$141,000 increase in standard cost allocation as a result of the increased loan
originations, offset by a $261,000 increase in other employee compensation.

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INCOME TAX EXPENSE
Total income tax expense was $1,201,000 for the nine months ended September 30,
2003, compared to $1,127,000 for the nine months ended September 30, 2002, an
increase of $74,000 or 6.6%. The increase was attributable to the increased
taxable income for the nine months ended September 30, 2003. The effective tax
rates were 38.0% and 38.8% for the nine months ended September 30, 2003 and
2002, respectively.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
and SEPTEMBER 30, 2002

GENERAL
Net income for the three months ended September 30, 2003 increased from
$379,000 for the three months ended September 30, 2002 to $497,000 for the
three months ended September 30, 2003, an increase of $118,000 or 31.1%. The
increase was due primarily to an increase in the net gains on loan sales and a
recovery of a mortgage servicing rights impairment offset by an increased net
loss of sale and write-down of foreclosed assets.

INTEREST INCOME
Interest on loans decreased from $5,121,000 for the three months ended
September 30, 2002 to $4,428,000 for the three months ended September 30, 2003,
a decrease of $693,000 or 13.5%. Interest on loans decreased due to a decrease
in the average yield on loans outstanding of 74 basis points and a $14.6
million decrease in the average balance of outstanding loans.

Interest on investments increased from $423,000 for the three months ended
September 30, 2002 to $454,000 for the three months ended September 30, 2003,
an increase of $31,000 or 7.3%. The increase was primarily due to a $5.5
million increase in the average balance of investment securities, FHLB stock
and interest-bearing deposits, offset by a 21 basis point decrease in the
average balance of these assets in 2003.

INTEREST EXPENSE
Interest on deposits decreased from $1,867,000 for the three months ended
September 30, 2002 to $1,369,000 for the three months ended September 30, 2003.
The decrease was primarily due to an 82 basis point decrease in the average
cost of deposits.

The interest on borrowings decreased from $908,000 for the three months ended
September 30, 2002 to $768,000 for the three months ended September 30, 2003, a
decrease of $140,000 or 15.4% as a result of a 47 basis point decrease in the
average cost of borrowings and a $4.5 million decrease in the average balance
of borrowings.

PROVISION FOR LOAN LOSSES
The provision for loan losses decreased to $476,000 for the three months ended
September 30, 2003 from $495,000 for the three months ended September 30, 2002,
a decrease of $19,000 or 3.8%.

NONINTEREST INCOME
Total noninterest income increased by $658,000 or 185.4%, from $355,000 for the
three months ended September 30, 2002 to $1,013,000 for the three months ended
September 30, 2003. The increase was due primarily to a $123,000 recovery of a
mortgage servicing rights impairment in 2003 compared to a $323,000 mortgage
servicing rights impairment charge in 2002 and an increase of $108,000 in net
gains on loan sales in 2003.

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NONINTEREST EXPENSE
Total noninterest expense increased from $2,009,000 for the three moths ended
September 30, 2002 to $2,502,000 for the three months ended September 30, 2003,
an increase of $493,000 or 24.5%. Net loss on sale and write-down of foreclosed
assets increased by $771,000 primarily because of the $760,000 in additional
reserve taken on a retail development included in other real estate owned.
Salaries and benefits expense increased by $230,000 primarily due to a $181,000
decrease in ESOP expense resulting from the allocation of the remaining plan
shares in 2002.

INCOME TAX EXPENSE
Total income tax expense was $283,000 for the three months ended September 30,
2003, compared to $241,000 for the three months ended September 30, 2002, an
increase of $42,000 or 14.8%. The increase was attributable to the increased
taxable income for the three months ended September 30, 2003. The effective tax
rates were 36.4% and 38.9% for the three months ended September 30, 2003 and
2002, respectively.

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CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting standards
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and the related disclosure of contingent
assets and liabilities. Actual results could differ from those estimates under
different assumptions and conditions. Management believes that its critical
accounting policies and significant estimates include determining the allowance
for loan losses, the valuation of loan servicing rights and the valuation of
foreclosed assets.

Allowance for Loan Losses
The allowance for loan losses is a significant estimate that can and does
change based on managements assumptions about specific borrowers and current
general and economic and business conditions, among other factors. Management
reviews the adequacy of the allowance for loan losses on at least a quarterly
basis. The evaluation by management includes consideration of past loss
experience, changes in the composition of the loan portfolio, the current
economic condition and amount of loans outstanding, identified problem loans
and the probability of collecting all amounts due.

The determination of the adequacy of the allowance for loan losses is based on
estimates that are particularly susceptible to significant changes in the
economic environment and market conditions. A worsening or protracted economic
decline would increase the likelihood of additional losses due to credit and
market risk and could create the need for additional loss reserves.

Mortgage Servicing Rights
The Company recognizes the rights to service loans as a separate asset on its
consolidated balance sheet. The total cost of loans when sold is allocated
between loans and loan servicing rights based on the relative fair value of
each. Mortgage servicing rights are subsequently carried at the lower of the
initial carrying value, adjusted for amortization or fair value. Mortgage
servicing rights are evaluated for impairment based on the fair value of those
rights. Factors included in the calculation of fair value of the loan servicing
rights include estimating the present value of future net cash flows, market
loan prepayment speeds for similar loans, discount rates, servicing costs, and
other economic factors. Servicing rights are amortized over the estimated
period of net servicing revenue. It is likely that these economic factors will
change over the life of the mortgage servicing rights, resulting in different
valuations of the mortgage servicing rights. The differing valuations will
affect the carrying value of the mortgage servicing rights on the consolidated
balance sheet as well as the income recorded from mortgage servicing on the
income statement. As of September 30, 2003 and December 31, 2002, mortgage
servicing rights had carrying values of $391,000 and $507,000, respectively,
net of a valuation allowance of $0 and $123,000 at September 30, 2003 and
December 31, 2002, respectively.

Foreclosed Assets
Foreclosed assets are carried at the lower of cost or fair value less estimated
selling costs. Management estimates the fair value of the properties based on
current appraisal information. Fair value estimates are particularly
susceptible to significant changes in the economic environment, market
conditions, and the real estate market. A worsening or protracted economic
decline would increase the likelihood of a decline in property values and could
create the need to write down the properties through current operations.

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LIQUIDITY AND CAPITAL RESOURCES

The Companys primary sources of funds are deposits, principal and interest
payments on loans and securities, sales of loans and securities and FHLB
advances. While maturing and scheduled amortization of loans are predictable
sources of funds, deposit outflows and mortgage prepayments are greatly
influenced by general interest rates, economic conditions and competition. The
Banks liquidity requirement, which may be varied at the direction of the
Banks regulators depending on economic conditions and deposit flows, is based
upon a percentage of the Banks deposits and short-term borrowings.

At September 30, 2003, the Bank exceeded all of its regulatory capital
requirements with Tier 1 capital of $30.6 million, or 8.9% of average total
assets, which is above the required level of $13.7 million or 4.0%; and
risk-based capital of $32.4 million or 13.5% of risk-weighted assets, which is
above the required level of $19.2 million or 8.0%.

The Companys most liquid assets are cash and interest-bearing demand accounts.
The level of these accounts is dependent on the operating, financing, lending
and investing activities during any given period. At September 30, 2003, cash
and interest-bearing deposits totaled $17.6 million.

The Company has other sources of liquidity if a need for additional funds
arises, including FHLB advances, loan sales, brokered deposits and Fed funds.
At September 30, 2003, the Bank had outstanding advances with the FHLB of $65.1
million. The FHLB maintains two limitations on borrowing availability based on
(1) FHLB stock ownership and (2) total assets. The Bank currently meets the
stock limitation; however, this limit may be raised by the purchase of
additional FHLB stock. Based on the total assets limitations, the Bank may
increase its borrowings with the FHLB by approximately $56.0 million. The
ability to borrow this amount would require meeting regulatory mandated loan
and collateral limits. Depending upon market conditions and the pricing of
deposit products and FHLB borrowings, the Bank may utilize FHLB advances to
fund loan originations.

At September 30, 2003 the Bank had commitments to originate loans and unused
lines of credit totaling $21.1 million. Certificate accounts which are
scheduled to mature in one year or less from September 30, 2003 totaled $96.7
million. The Bank anticipates that it will have sufficient funds to meet its
current commitments and maturing deposits.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Sources of market risk include interest rate risk, foreign currency exchange
rate risk, commodity price risk and equity price risk. The Company is only
subject to interest rate risk. The Company purchased no financial instruments
for trading purposes during the nine months ended September 30, 2003 and 2002.

The principal objective of the Companys interest rate risk management function
is to evaluate the interest rate risk included in balance sheet accounts,
determine the level of risk appropriate given the Companys business strategy,
operating environment, capital and liquidity requirements and performance
objectives, and manage the risk consistent with Board of Director approved
guidelines. Through such management, the Company seeks to reduce the
vulnerability of its operations to changes in interest rates. The Company
monitors its interest rate risk as such risk relates to its operating
strategies. The Companys Board of Directors reviews the Companys interest
rate risk position on a quarterly basis. The Companys Asset/Liability
Committee is comprised of the Companys senior management under the direction
of the Board of Directors, with the Committee responsible for reviewing with
the Board of Directors its activities and strategies, the effect of those
strategies on the Companys net interest margin, the market value of the
portfolio and the effect that changes in the interest rates will have on the
Companys portfolio and its exposure limits. The extent of the movement of
interest rates is an uncertainty that could have a negative impact on the
earnings of the Company.

In recent years, the Company has utilized the following strategies to manage
interest rate risk: (1) originating for investment adjustable-rate residential
mortgage and fixed-rate one-to-four family loans with maturities of 10 years or
less; (2) generally selling fixed-rate one-to-four family loans with maturities
exceeding 10 years in the secondary market without recourse and on a servicing
retained basis; (3) increasing its origination of shorter term and/or
adjustable rate commercial loans; and (4) investing in shorter term investment
securities which may generally bear lower yields as compared to longer term
investments, but which may better position the Company for increases in market
interest rates.

The Companys interest rate and market risk profile has not materially changed
from the year ended December 31, 2002. Please refer to the Companys 2002 Form
10-K for further discussion of the Companys market and interest rate risk.




ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure controls and procedures. We evaluated the effectiveness
of the design and operation of our disclosure controls and procedures as of
September 30, 2003. Our disclosure controls and procedures are the controls
and other procedures that we designed to ensure that we record, process,
summarize and report in a timely manner the information we must disclose in
reports that we file with or submit to the SEC. C. William Landefeld, our
President and Chief Executive Officer, and Dallas G. Smiley, our Senior Vice
President and Chief Financial Officer, reviewed and participated in this
evaluation. Based on this evaluation, Messrs. Landefeld and Smiley concluded
that, as of the date of their evaluation, our disclosure controls were
effective.

(b) Internal controls. There have not been any significant changes in our
internal accounting controls or in other factors that could significantly
affect those controls during the quarter ended September 30, 2003.

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PART II.  OTHER INFORMATION



















Item 1. Legal Proceedings


The Company is not involved in any legal proceedings of a material nature
at this time other than those occurring in the ordinary course of
business, which in the aggregate involve amounts which are believed by
management to be immaterial to the financial condition of the Company.

Item 2. Changes in Securities and Use of ProceedsNot applicable.Item 3. Defaults Upon Senior SecuritiesNot applicable.Item 4. Submission of Matters to a Vote of Security HoldersNot applicable.Item 5. Other InformationNot applicable.Item 6. Exhibits and Reports on Form 8-Ka. ExhibitsSee Exhibit Index.b. Reports on Form 8-K


Citizens First Financial Corp. filed the following Form 8-K
during the quarter ended September 30, 2003:Citizens First Financial Corp. filed a Form 8-K on July 28,
2003 related to the announcement of new stock repurchase
program and to announce its earnings for the quarter ended
June 30, 2003.


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SIGNATURES

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

Citizens First Financial Corp.Date:
    
    November 14, 2003
    
    /s/ C. William LandefeldC. William Landefeld
PresidentDate:
    
    November 14, 2003
    
    /s/ Dallas G. SmileyDallas G. Smiley
Chief Financial Officer


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Exhibit Index

11.0
    
    Statement re: Computation of Per Share Earnings
    
    
    1931.1
    
    Certification of C. William Landefeld Required by Rule 13a-14(a)
    
    
    2131.2
    
    Certification of Dallas G. Smiley Required by Rule 13a-14(a)
    
    
    2232.1
    
    Certification of C. William Landefeld required by Rule 13a-14(b) and
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
    
    
    2332.2
    
    Certification of Dallas G. Smiley required by Rule 13a-14(b) and
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
    
    
    24


20