8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported)

April 29, 2009

CITY HOLDING COMPANY

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 0-11733

West Virginia	55-0619957
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

25 Gatewater Road, Cross Lanes, WV 25313

(Address of Principal Executive Offices, Including Zip Code)

304-769-1100

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

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Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On April 29, 2009, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing the Company’s earnings results for the first quarter ended March 31, 2009. Furnished as Exhibit 99.1 and incorporated herein by reference is the news release issued by the Company.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 News Release issued April 29, 2009

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

Dated: May 1, 2009	City Holding Company
By:	/s/ David L. Bumgarner
	David L. Bumgarner
	Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release

April 29, 2009

For Further Information Contact:

Charles R. Hageboeck, Chief Executive Officer and President

(304) 769-1102

City Holding Company Announces First Quarter Results

Charleston, West Virginia – City Holding Company, “the Company” (NASDAQ:CHCO), a $2.6 billion bank holding company headquartered in Charleston, today announced net income per diluted share for the first quarter of $0.69 compared to $0.80 per diluted share in the first quarter of 2008.  During the first quarter of 2008, the Company recognized a $3.3 million gain as a result of the partial redemption of its equity interest in Visa, Inc. (“Visa”).  In addition, the Company incurred charges of $1.2 million for the early redemption of all of the Company’s outstanding 9.15% trust preferred securities in the amount of $16.0 million.  As a result of these events, net income for the first quarter of 2008 was increased by $2.1 million, or $0.09 per diluted share.

Net income for the first quarter of 2009 was $10.9 million compared to $13.0 million in the first quarter of 2008.  For the first quarter of 2009, the Company achieved a return on assets of 1.70%, a return on tangible equity of 19.1%, a net interest margin of 4.46%, and an efficiency ratio of ­47.7%.  This compares with a return on assets of 2.09%, a return on equity of 21.6%, a net interest margin of 4.40%, and an efficiency ratio of 47.8% for the comparable period of 2008.

City’s CEO Charles Hageboeck stated that, “Given the challenging environment facing our economy and the banking industry in particular, I believe that our shareholders will be very pleased with our first quarter results.  Our asset quality remained stable with net charge-offs, non-performing assets, and past-due loans all improved in the first quarter of 2009 as compared to the 4th quarter of 2008.  Importantly, the most significant asset quality problems that City has experienced continue to be non-owner occupied residential construction at the Greenbrier Resort in White Sulphur Springs, West Virginia.  These properties accounted for approximately half of City’s net charge-offs and provision expense in the first quarter of 2009.

“City’s revenue growth was solid with net interest income up 3.5% as compared to the first quarter of 2008.  Insurance revenues were up markedly, as were trust and investment management revenues – both significant accomplishments in light of our economy. Branch service charges were down, clearly reflecting lower consumer spending that many retail-focused banks have experienced during the first quarter. Overall, non-interest income, after adjusting for security gains and losses and for a gain on the sale of stock in VISA in the first quarter of 2008, was up by 3.4% - pretty good performance given the economy.  Expenses remained well controlled in the first quarter - rising 3.2% as compared to the first quarter of 2008 after adjusting for a pre-payment penalty associated with the early redemption of $16 million in trust preferred securities last year.

“We did experience further other-than-temporary impairments (“OTTI”) in our portfolio of pooled trust preferred securities. Many of the banks that are in these pooled trust preferred securities are quite troubled, and City has recognized losses as we believe that our methodology is appropriately conservative. Aside from this OTTI, we believe our results were really quite good. More importantly, in this difficult environment, City has what many of our peers would like to have – strong capital, strong liquidity, a solid core-deposit franchise, and an energetic team of leaders focused on driving the Company forward. Our ability to compete against banks that have neither the liquidity nor the capital amidst their significant asset quality problems, presents us the opportunity to grow our franchise meaningfully within our existing footprint in ways that weren’t possible several years ago. Further, I believe that these opportunities will remain long-lived, as many of our competitors will struggle for years to replace lost capital, repay TARP proceeds, refinance other expensive sources of debt, and rebuild their capacity to pay dividends. While our competitors struggle to regain what they have lost, we will be focusing on moving forward.”

Net Interest Income

The Company’s tax equivalent net interest income increased $0.9 million, or 3.5%, from $24.1 million during the first quarter of 2008 to $25.0 million during the first quarter of 2009, as interest expense on deposits and other interest bearing liabilities decreased more quickly than interest income from loans and investments. The Company’s reported net interest margin increased from 4.40% for the quarter ended March 31, 2008 to 4.46% for the quarter ended March 31, 2009.

During the third and fourth quarters of 2008, the Company sold $450 million of interest rate floors.  The gain from sales of these interest rate floors of $16.7 million will be recognized over the remaining lives of the various hedged loans.  During the first quarter of 2009, the Company recognized $2.9 million of interest income compared to $1.0 million of interest income recognized in the first quarter of 2008 from the interest rate floors.

Credit Quality

At March 31, 2009, the Allowance for Loan Losses (“ALLL”) was $22.0 million or 1.23% of total loans outstanding and 107% of non-performing loans compared to $18.6 million or 1.09% of loans outstanding and 114% of non-performing loans at March 31, 2008, and $22.3 million or 1.23% of loans outstanding and 86% of non-performing loans at December 31, 2008.

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As a result of the Company’s quarterly analysis of the adequacy of the ALLL, the Company recorded a provision for loan losses of $1.7 million in the first quarter of 2009 compared to $1.9 million for the comparable period in 2008.  The provision for loan losses recorded during the first quarter of 2009 reflects the difficulties of certain commercial borrowers of the Company during the quarter, the downgrade of their related credits, and management’s assessment of the impact of these difficulties on the ultimate collectability of the loans.  Changes in the amount of the provision and related allowance are based on the Company’s detailed systematic methodology and are directionally consistent with changes in the composition and quality of the Company’s loan portfolio. The Company believes its methodology for determining the adequacy of its ALLL adequately provides for probable losses inherent in the loan portfolio and produces a provision and allowance for loan losses that is directionally consistent with changes in asset quality and loss experience.

The Company’s ratio of non-performing assets to total loans and other real estate owned improved from 1.64% at December 31, 2008 to 1.53% at March 31, 2009.  Approximately 43% of the Company’s non-performing loans at March 31, 2009, or approximately $9 million, were associated with a $13 million portfolio of loans to builders of speculative homes at the Greenbrier Resort in White Sulphur Springs, West Virginia. These loans are considered to be commercial loans due to the dollar amount of the borrowings, although the loans were used to purchase lots and to construct upper-scale single-family residences at the Greenbrier Resort.  Construction loan terms were originally interest only for 12 months.  All loans are collateralized by completed homes and eight residential lots.  Through March 31, 2009, the Company has specifically reserved $4.0 million of the ALLL associated with this portfolio of speculative properties. During the second quarter of 2009, two of the completed residences and two residential lots were foreclosed and taken into the Company’s Other Real Estate Owned.  The loans associated with these properties were included in non-performing assets at March 31, 2009.  The Greenbrier Resort has a long history and storied tradition as a top resort destination. However, the current economic scenario has been challenging for the Greenbrier, which lost $35 million in 2008 according to its owner, CSX Corporation. During March 2009, the Greenbrier filed for Chapter 11 bankruptcy reorganization and CSX Corporation announced that Marriott International was willing to buy the Greenbrier for up to $130 million, pending court approval and a new labor deal with Greenbrier workers. While this announcement sheds some light on the future of the Greenbrier, the Company has considered the uncertainty of the situation at the Greenbrier and believes that based on our analysis, the specific allowance allocated to the non-performing and substandard loans, after considering the value of the collateral securing such loans, is adequate to cover losses that may result from these loans as of March 31, 2009.

The Company’s ratio of non-performing assets to total loans and other real estate owned is 138 basis points lower than that of our peer group (bank holding companies with total assets between $1 and $5 billion), which reported average non-performing assets as a percentage of loans and other real estate owned of 2.91% for the most recently reported quarter ended December 31, 2008. The Company’s non-performing assets are disproportionately tied to two sub-sectors within the loan portfolio.

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In addition to the 43% of the Company’s non-performing loans associated with speculative builders at the Greenbrier, slightly more than 25% of the Company’s non-performing assets are associated with real estate in what is known as the “Eastern Panhandle” of West Virginia – the counties of Jefferson, Berkeley, and Morgan. These three counties are distant suburbs of the Washington D.C. MSA and have experienced explosive growth in the last 10 years. While this is a relatively small part of the Company’s entire franchise, the downturn that has gripped the nation’s mortgage and construction industry has had disproportionately more impact upon the Company’s asset quality and provision in this region than in the remainder of the Company.  Exclusive of loans to speculative builders at the Greenbrier or loans in the Eastern Panhandle, other loans throughout the Company account for only 32% of the Company’s non-performing loans.

The Company had net charge-offs of $1.9 million for the first quarter of 2009. Net charge-offs on commercial and residential loans were $1.5 and $0.3 million, respectively, for the first quarter.  Charge-offs for commercial loans were primarily related to three specific credits that had been appropriately considered in establishing the allowance for loans losses in prior periods.  In addition, net charge-offs for depository accounts were $0.1 million for the first quarter of 2009.  While charge-offs on depository accounts are appropriately taken against the ALLL, the revenue associated with depository accounts is reflected in service charges.

 Impairment Losses

During the first quarter of 2009, the Company recorded $2.2 million of investment impairment losses.  The charges deemed to be other than temporary were related to pooled bank trust preferreds with a remaining book value of $8.9 million at March 31, 2009.  The impairment charges related to the pooled bank trust preferred securities were based on the Company’s quarterly reviews of its investment securities for indications of losses considered to be other than temporary.  Based on management’s assessment of the securities the Company owns, the seniority position of the securities within the pools, the level of defaults and deferred payments within the pools, and a review of the financial strength of the banks within the respective pools, management concluded that impairment charges of $2.2 million on the pooled bank trust preferred securities were necessary for the quarter ended March 31, 2009.

 Non-interest Income

Exclusive of investment losses and the gain from the Visa initial public offering, non-interest income increased $0.5 million to $14.5 million in the first quarter of 2009 as compared to $14.0 million in the first quarter of 2008.  Insurance commissions revenues increased $0.9 million, or 86.2%, from $1.0 million during the first quarter of 2008 to $1.9 million during the first quarter of 2009 on the strength of contingency payments and new business.  Partially offsetting this increase was a decrease of $0.8 million, or 7.4%, in service charges from depository accounts.  This decrease is attributable to a general nationwide decline in consumer spending.

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Non-interest Expenses

Excluding the loss on the early redemption of the trust preferred securities in the first quarter of 2008, non-interest expenses increased $0.1 million from $18.7 million in the first quarter of 2008 to $18.8 million in the first quarter of 2009.  Occupancy and equipment increased $0.3 million, or 19.5%, from the first quarter of 2008 due to an upgrade of the Company’s core processing system and increased occupancy expenses, while salaries and employee benefits increased $0.2 million, or 2.3%, from the first quarter of 2008.  In addition, advertising expenses rose $0.2 million from the first quarter of 2008.  Partially offsetting these increases was a decline in other expenses of $1.1 million due in part to increased special charitable contributions of approximately $0.5 million during the first quarter of 2008.

Balance Sheet Trends

As compared to December 31, 2008, loans have decreased $21.0 million (1.2%) at March 31, 2009 due to decreases in commercial loans of $15.0 million (2.0%) and residential real estate loans of $12.3 million (2.0%).  These decreases were partially offset by an increase in home equity loans of $5.1 million (1.3%).

Total average depository balances increased $43.8 million, or 2.2%, from the quarter ended December 31, 2008 to the quarter ended March 31, 2009.  This growth was primarily in time deposits and interest-bearing deposits, which have increased $25.9 million and $14.7 million, respectively.

Income Tax Expense

The Company’s effective income tax rate for the first quarter of 2009 was 34.6% compared to 25.2% for the year ended December 31, 2008, and 33.0% for the quarter ended March 31, 2008.  The effective rate is based upon the Company’s expected tax rate for the year ending December 31, 2009.  The increase in the effective income tax rate is largely attributable to revisions in the West Virginia state tax code that are effective for the 2009 calendar year.

Capitalization and Liquidity

One of the Company’s strengths is that it is highly profitable while maintaining strong liquidity and capital.  With respect to liquidity, the Company’s loan to deposit ratio was 84.3% and the loan to asset ratio was 69.3% at March 31, 2009.  The Company maintained investment securities totaling 18.9% of assets as of this date.  Further, the Company’s deposit mix is weighted heavily toward checking and saving accounts that fund 43.1% of assets at March 31, 2009.  Time deposits fund 39.2% of assets at March 31, 2009, but very few of these deposits are in accounts that have balances of more than $150,000, reflecting the core retail orientation of the Company.

The Company is also strongly capitalized. With respect to regulatory capital, at March 31, 2009, the Company’s Leverage Ratio is 9.37%, the Tier I Capital ratio is 12.32%, and the Total Risk-Based Capital ratio is 13.47%.  These regulatory capital ratios are significantly above levels required to be considered “well capitalized,” which is the highest possible regulatory designation.

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On March 25, 2009, the Board approved a quarterly cash dividend to 34 cents per share payable April 30, 2009, to shareholders of record as of April 15, 2009.  During the quarter ended March 31, 2009, the Company repurchased 49,363 common shares at a weighted average price of $25.16 as part of a one million share repurchase plan authorized by the Board of Directors in August 2007.  The Company’s tangible equity ratio was 8.9% at March 31, 2009 compared with a tangible equity ratio of 8.8% at December 31, 2008.

City Holding Company is the parent company of City National Bank of West Virginia.  City National operates 69 branches across West Virginia, Eastern Kentucky and Southern Ohio.

Forward-Looking Information

This news release contains certain forward-looking statements that are included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such information involves risks and uncertainties that could result in the Company's actual results differing from those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to, (1) the Company may incur additional loan loss provision due to negative credit quality trends in the future that may lead to a deterioration of asset quality; (2) the Company may incur increased charge-offs in the future; (3) the Company may experience increases in the default rates on previously securitized loans that would result in impairment losses or lower the yield on such loans; (4) the Company may not continue to benefit from strong recovery efforts on previously securitized loans resulting in improved yields on these assets; (5)  the Company could have adverse legal actions of a material nature; (6) the Company may face competitive loss of customers; (7) the Company may be unable to manage its expense levels; (8) the Company may have difficulty retaining key employees; (9) changes in the interest rate environment may have results on the Company’s operations materially different from those anticipated by the Company’s market risk management functions; (10) changes in general economic conditions and increased competition could adversely affect the Company’s operating results; (11) changes in other regulations and government policies affecting bank holding companies and their subsidiaries, including changes in monetary policies, could negatively impact the Company’s operating results; (12) the Company may experience difficulties growing loan and deposit balances; (13) the current economic environment poses significant challenges for us and could adversely affect our  financial condition and results of operations; (14) continued deterioration in the financial condition of the U.S. banking system may impact the valuations of investments the Company has made in the securities of other financial institutions resulting in either actual losses or other than temporary impairments on such investments; and (15) the United States government’s plan to purchase large amounts of illiquid, mortgage-backed and other securities from financial institutions may not be effective and/or it may not be available to us.  Forward-looking statements made herein reflect management's expectations as of the date such statements are made. Such information is provided to assist stockholders and potential investors in understanding current and anticipated financial operations of the Company and is included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made.

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CITY HOLDING COMPANY AND SUBSIDIARIES
Financial Highlights
(Unaudited)
	Three Months Ended March 31,						Percent
	2009			2008			Change
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	24,974		$	24,134			3.48	%
Net Income		10,924			13,038			(16.21	)%
Earnings per Basic Share		0.69			0.81			(14.81	)%
Earnings per Diluted Share		0.69			0.80			(13.75	)%
Key Ratios (percent):
Return on Average Assets		1.70	%		2.09	%		(18.76	)%
Return on Average Tangible Equity		19.10	%		21.55	%		(11.41	)%
Net Interest Margin		4.46	%		4.40	%		1.36	%
Efficiency Ratio		47.67	%		47.84	%		(0.35	)%
Average Shareholders' Equity to Average Assets		11.12	%		12.03	%		(7.50	)%
Consolidated Risk Based Capital Ratios (a):
Tier I		12.32	%		13.96	%		(11.75	)%
Total		13.47	%		14.97	%		(10.02	)%
Tangible Equity to Tangible Assets		8.87	%		10.00	%		(11.33	)%
Common Stock Data:
Cash Dividends Declared per Share	$	0.34		$	0.34			0.00	%
Book Value per Share		17.69			18.92			(6.50	)%
Tangible Book Value per Share		14.08			15.31			(8.03	)%
Market Value per Share:
High		33.41			41.37			(19.24	)%
Low		20.88			32.51			(35.77	)%
End of Period		26.68			39.90			(33.13	)%
Price/Earnings Ratio (b)		9.67			12.31			(21.50	)%
(a) March 31, 2009 risk-based capital ratios are estimated
(b) March 31, 2009 price/earnings ratio computed based on annualized first quarter 2009 earnings

CITY HOLDING COMPANY AND SUBSIDIARIES
Financial Highlights
(Unaudited)
Book Value and Market Price Range per Share
										Market Price
	Book Value per Share									Range per Share
	March 31		June 30		September 30			December 31		Low		High
2005	$	13.20	$	15.56	$	15.99		$	16.14	$	27.57	$	39.21
2006		16.17		16.17		16.99			17.46		34.53		41.87
2007		17.62		17.40		17.68			18.14		31.16		41.54
2008		18.92		18.72		17.61			17.58		29.08		42.88
2009		17.69									20.88		33.41
Earnings per Basic Share
	Quarter Ended
	March 31		June 30		September 30			December 31		Year-to-Date
2005	$	0.70	$	0.72	$	0.73		$	0.72	$	2.87
2006		0.71		0.78		0.78			0.74		3.00
2007		0.76		0.72		0.76			0.78		3.02
2008		0.81		0.83		(0.16	)		0.26		1.74
2009		0.69									0.69
Earnings per Diluted Share
	Quarter Ended
	March 31		June 30		September 30			December 31		Year-to-Date
2005	$	0.69	$	0.71	$	0.72		$	0.72	$	2.84
2006		0.71		0.77		0.77			0.74		2.99
2007		0.76		0.72		0.76			0.78		3.01
2008		0.80		0.83		(0.16	)		0.26		1.74
2009		0.69									0.69

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Three Months Ended March 31,
	2009			2008
Interest Income
Interest and fees on loans	$	28,058		$	30,992
Interest on investment securities:
Taxable		6,062			6,064
Tax-exempt		409			399
Interest on deposits in depository institutions		5			65
Total Interest Income		34,534			37,520
Interest Expense
Interest on deposits		9,373			12,015
Interest on short-term borrowings		153			1,145
Interest on long-term debt		254			441
Total Interest Expense		9,780			13,601
Net Interest Income		24,754			23,919
Provision for loan losses		1,650			1,883
Net Interest Income After Provision for Loan Losses		23,104			22,036
Non-Interest Income
Investment securities (losses) gains		(2,075	)		2
Service charges		10,435			11,274
Insurance commissions		1,933			1,038
Trust and investment management fee income		707			632
Bank owned life insurance		732			676
VISA IPO Gain		-			3,289
Other income		701			407
Total Non-Interest Income		12,433			17,318
Non-Interest Expense
Salaries and employee benefits		9,583			9,363
Occupancy and equipment		1,909			1,597
Depreciation		1,211			1,133
Professional fees		453			367
Postage, delivery, and statement mailings		718			654
Advertising		863			617
Telecommunications		420			418
Bankcard expenses		648			621
Insurance and regulatory		376			338
Office supplies		531			457
Repossessed asset losses, net of expenses		129			32
Loss on early extinguishment of debt		-			1,208
Other expenses		1,993			3,094
Total Non-Interest Expense		18,834			19,899
Income Before Income Taxes		16,703			19,455
Income tax expense		5,779			6,417
Net Income	$	10,924		$	13,038
Basic earnings per share	$	0.69		$	0.81
Diluted earnings per share	$	0.69		$	0.80
Average Common Shares Outstanding:
Basic		15,921			16,147
Diluted		15,933			16,205

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited) ($ in 000s)
	Three Months Ended
	March 31, 2009			March 31, 2008
Balance at January 1	$	280,429		$	293,994
Net income		10,924			13,038
Other comprehensive income:
Change in unrealized (loss) gain on securities available-for-sale		(1,688	)		1,748
Change in unrealized (loss) gain on interest rate floors		(1,786	)		4,899
Cash dividends declared ($0.34/share)		(5,410	)		(5,476	)
Issuance of stock award shares, net		275			273
Exercise of 300 stock options		3			-
Exercise of 5,700 stock options		-			76
Excess tax benefits on stock compensation		-			6
Purchase of 49,363 common shares of treasury		(1,242	)		-
Purchase of 104,960 common shares of treasury		-			(3,717	)
Balance at March 31	$	281,505		$	304,841

CITY HOLDING COMPANY AND SUBSIDIARIES
Condensed Consolidated Quarterly Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Quarter Ended
	March 31			December 31			September 30			June 30			March 31
	2009			2008			2008			2008			2008
Interest income	$	34,534		$	36,663		$	36,522		$	36,968		$	37,520
Taxable equivalent adjustment		220			200			200			204			214
Interest income (FTE)		34,754			36,863			36,722			37,172			37,734
Interest expense		9,780			10,582			10,241			11,494			13,601
Net interest income		24,974			26,281			26,481			25,678			24,133
Provision for loan losses		1,650			5,340			2,350			850			1,883
Net interest income after provision
for loan losses		23,324			20,941			24,131			24,828			22,250
Noninterest income		12,433			3,181			(12,758	)		14,195			17,318
Noninterest expense		18,834			17,766			19,246			18,761			19,899
Income (Loss) before income taxes		16,923			6,356			(7,873	)		20,262			19,669
Income tax expense (benefit)		5,779			1,907			(5,516	)		6,679			6,417
Taxable equivalent adjustment		220			200			200			204			214
Net income (loss)	$	10,924		$	4,249		$	(2,557	)	$	13,379		$	13,038
Basic earnings (loss) per share	$	0.69		$	0.26		$	(0.16	)	$	0.83		$	0.81
Diluted earnings (loss) per share		0.69			0.26			(0.16	)		0.83			0.80
Cash dividends declared per share		0.34			0.34			0.34			0.34			0.34
Average Common Share (000s):
Outstanding		15,921			16,078			16,142			16,103			16,147
Diluted		15,933			16,100			16,195			16,167			16,205
Net Interest Margin		4.46	%		4.73	%		4.78	%		4.65	%		4.40	%

CITY HOLDING COMPANY AND SUBSIDIARIES
Non-Interest Income and Non-Interest Expense
(Unaudited) ($ in 000s)
	Quarter Ended
	March 31			December 31			September 30			June 30		March 31
	2009			2008			2008			2008		2008
Non-Interest Income:
Service charges	$	10,435		$	11,459		$	11,993		$	11,269	$	11,274
Insurance commissions		1,933			981			1,025			1,168		1,038
Trust and investment management fee income		707			518			640			449		632
Bank owned life insurance		732			739			767			750		676
Other income		701			284			284			559		407
Subtotal		14,508			13,981			14,709			14,195		14,027
Investment securities (losses) gains		(2,075	)		(10,800	)		(27,467	)		-		2
VISA IPO Gain		-			-			-			-		3,289
Total Non-Interest Income	$	12,433		$	3,181		$	(12,758	)	$	14,195	$	17,318
Non-Interest Expense:
Salaries and employee benefits	$	9,583		$	8,845		$	9,538		$	9,517	$	9,363
Occupancy and equipment		1,909			1,773			1,800			1,701		1,597
Depreciation		1,211			1,193			1,110			1,087		1,133
Professional fees		453			451			435			427		367
Postage, delivery, and statement mailings		718			641			636			618		654
Advertising		863			818			821			643		617
Telecommunications		420			562			496			440		418
Bankcard expenses		648			711			717			640		621
Insurance and regulatory		376			363			354			333		338
Office supplies		531			533			527			504		457
Repossessed asset losses, net of expenses		129			87			314			91		32
Loss on early extinguishment of debt		-			-			-			-		1,208
Other expenses		1,993			1,789			2,498			2,760		3,094
Total Non-Interest Expense	$	18,834		$	17,766		$	19,246		$	18,761	$	19,899
Employees (Full Time Equivalent)		830			827			812			817		821
Branch Locations		69			69			69			68		69

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000s)
	March 31			December 31
	2009			2008
	(Unaudited)
Assets
Cash and due from banks	$	43,757		$	55,511
Interest-bearing deposits in depository institutions		4,736			4,118
Cash and cash equivalents		48,493			59,629
Investment securities available-for-sale, at fair value		459,014			424,214
Investment securities held-to-maturity, at amortized cost		29,049			29,067
Total investment securities		488,063			453,281
Gross loans		1,791,308			1,812,344
Allowance for loan losses		(21,980	)		(22,254	)
Net loans		1,769,328			1,790,090
Bank owned life insurance		71,131			70,400
Premises and equipment		61,689			60,138
Accrued interest receivable		9,824			9,024
Net deferred tax assets		50,297			48,462
Intangible assets		57,362			57,479
Other assets		28,006			33,943
Total Assets	$	2,584,193		$	2,582,446
Liabilities
Deposits:
Noninterest-bearing	$	313,863		$	298,530
Interest-bearing:
Demand deposits		428,539			420,554
Savings deposits		371,462			354,956
Time deposits		1,011,736			967,090
Total deposits		2,125,600			2,041,130
Short-term borrowings		124,613			194,463
Long-term debt		19,023			19,047
Other liabilities		33,452			47,377
Total Liabilities		2,302,688			2,302,017
Stockholders' Equity
Preferred stock, par value $25 per share: 500,000 shares authorized; none issued		-			-
Common stock, par value $2.50 per share: 50,000,000 shares authorized;
18,499,282 shares issued at March 31, 2009 and December 31, 2008
less 2,582,838 and 2,548,538 shares in treasury, respectively		46,249			46,249
Capital surplus		102,797			102,895
Retained earnings		236,127			230,613
Cost of common stock in treasury		(89,595	)		(88,729	)
Accumulated other comprehensive (loss):
Unrealized loss on securities available-for-sale		(17,317	)		(15,628	)
Unrealized gain on derivative instruments		7,502			9,287
Underfunded pension liability		(4,258	)		(4,258	)
Total Accumulated Other Comprehensive (Loss)		(14,073	)		(10,599	)
Total Stockholders' Equity		281,505			280,429
Total Liabilities and Stockholders' Equity	$	2,584,193		$	2,582,446

CITY HOLDING COMPANY AND SUBSIDIARIES
Investment Portfolio
(Unaudited) ($ in 000s)
	Original Cost		Other Than Temporary Impairment Charges through March 31, 2009			Unrealized Gains (Losses)			Carrying Value
FNMA & FHLMC Preferred Stock	$	22,679	$	(21,089	)	$	(944	)	$	646
Mortgage Backed Securities		279,511		-			4,682			284,193
Municipal Bonds		43,929		-			10			43,939
Pooled Bank Trust Preferreds		27,197		(18,337	)		(7,110	)		1,750
Single Issuer Bank Trust Preferreds, Subdebt of Financial Institutions and
Bank Holding Company Preferred Stocks		110,737		(1,000	)		(21,724	)		88,013
Money Markets and Mutual Funds		51,040		-			(19	)		51,021
Federal Reserve Bank and FHLB stock		13,035		-			-			13,035
Community Bank Equity Positions		8,904		-			(3,438	)		5,466
Total Investments	$	557,032	$	(40,426	)	$	(28,543	)	$	488,063

CITY HOLDING COMPANY AND SUBSIDIARIES
Loan Portfolio
(Unaudited) ($ in 000s)
	March 31 2009		December 31 2008		September 30 2008		June 30 2008			March 31 2008
Residential real estate	$	599,692	$	611,962	$	620,951	$	612,676		$	605,579
Home equity		389,453		384,320		377,919		371,537			347,986
Commercial, financial, and agriculture		753,234		768,255		729,613		715,196			699,653
Installment loans to individuals		45,175		43,585		44,728		45,385			45,557
Previously securitized loans		3,754		4,222		4,520		5,253			6,025
Gross Loans	$	1,791,308	$	1,812,344	$	1,777,731	$	1,750,047		$	1,704,800
CITY HOLDING COMPANY AND SUBSIDIARIES
Previously Securitized Loans
(Unaudited) ($ in millions)
	Year Ended:		December 31 Balance (a)		Annualized Interest Income (a)		Effective Annualized Yield (a)
	2008		$	4.2	$	5.6		108	%
	2009			3.6		4.0		120	%
	2010			3.1		3.3		120	%
	2011			2.7		2.9		120	%
	2012			2.3		2.5		120	%
a - 2008 amounts are based on actual results. 2009 amounts are based on actual results through March 31, 2009 and estimated amounts for the remainder of the year. 2010, 2011, and 2012 amounts are based on estimated amounts.
Note: The amounts reflected in the table above require management to make significant assumptions based on estimated future default, prepayment, and discount rates. Actual performance could be significantly different from that assumed, which could result in the actual results being materially different from the amounts estimated above.

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Average Balance Sheets, Yields, and Rates
(Unaudited) ($ in 000s)
	Three Months Ended March 31,
				2009								2008
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets:
Loan portfolio:
Residential real estate	$	603,767		$	8,781		5.90	%	$	601,600		$	9,886		6.61	%
Home equity		386,653			6,143		6.44	%		343,658			5,912		6.92	%
Commercial, financial, and agriculture		756,201			10,875		5.83	%		700,155			12,235		7.03	%
Loans to depository institutions		-			-		-			4,670			35		3.01	%
Installment loans to individuals		47,566			1,118		9.53	%		47,629			1,346		11.37	%
Previously securitized loans		3,867			1,141		119.66	%		6,421			1,578		98.84	%
Total loans		1,798,054			28,058		6.33	%		1,704,133			30,992		7.31	%
Securities:
Taxable		430,734			6,062		5.71	%		455,663			6,064		5.35	%
Tax-exempt		37,558			629		6.79	%		37,723			614		6.55	%
Total securities		468,292			6,691		5.79	%		493,386			6,678		5.44	%
Deposits in depository institutions		4,826			5		0.42	%		8,697			65		3.01	%
Total interest-earning assets		2,271,172			34,754		6.21	%		2,206,216			37,735		6.88	%
Cash and due from banks		52,410								65,442
Bank premises and equipment		60,813								54,709
Other assets		211,000								186,273
Less:  Allowance for loan losses		(22,564	)							(17,837	)
Total assets	$	2,572,831							$	2,494,803
Liabilities:
Interest-bearing demand deposits		416,695			463		0.45	%		409,745			712		0.70	%
Savings deposits		360,740			507		0.57	%		360,587			1,104		1.23	%
Time deposits		982,947			8,403		3.47	%		933,502			10,199		4.39	%
Short-term borrowings		147,510			153		0.42	%		127,793			1,145		3.60	%
Long-term debt		19,032			254		5.41	%		22,505			441		7.88	%
Total interest-bearing liabilities		1,926,924			9,780		2.06	%		1,854,132			13,601		2.95	%
Noninterest-bearing demand deposits		324,333								311,885
Other liabilities		35,392								28,770
Stockholders' equity		286,182								300,016
Total liabilities and
stockholders' equity	$	2,572,831							$	2,494,803
Net interest income				$	24,974							$	24,134
Net yield on earning assets							4.46	%							4.40	%

CITY HOLDING COMPANY AND SUBSIDIARIES
Analysis of Risk-Based Capital
(Unaudited) ($ in 000s)
	March 31 2009 (a)			December 31 2008			September 30 2008			June 30 2008			March 31 2008
Tier I Capital:
Stockholders' equity	$	281,505		$	280,429		$	284,912		$	302,056		$	304,841
Goodwill and other intangibles		(57,165	)		(57,479	)		(57,600	)		(57,893	)		(58,065	)
Accumulated other comprehensive loss (income)		14,073			10,599			14,477			3,718			(7,280	)
Qualifying trust preferred stock		16,000			16,000			16,000			16,000			16,000
Unrealized Loss on AFS securities		(4,401	)		(3,342	)		(761	)		(712	)		(275	)
Excess deferred tax assets		(15,796	)		(23,841	)		(15,470	)		-			-
Total tier I capital	$	234,215		$	222,366		$	241,558		$	263,169		$	255,221
Total Risk-Based Capital:
Tier I capital	$	234,215		$	222,366		$	241,558		$	263,169		$	255,221
Qualifying allowance for loan losses		21,980			22,254			18,879			17,959			18,567
Total risk-based capital	$	256,195		$	244,620		$	260,437		$	281,128		$	273,788
Net risk-weighted assets	$	1,901,377		$	1,875,934		$	1,842,684		$	1,855,401		$	1,828,559
Ratios:
Average stockholders' equity to average assets		11.12	%		11.53	%		12.45	%		12.46	%		12.03	%
Tangible capital ratio		8.87	%		8.83	%		9.44	%		10.02	%		10.00	%
Risk-based capital ratios:
Tier I capital		12.32	%		11.85	%		13.11	%		14.18	%		13.96	%
Total risk-based capital		13.47	%		13.04	%		14.13	%		15.15	%		14.97	%
Leverage capital		9.37	%		9.14	%		9.97	%		10.75	%		10.47	%
(a) March 31, 2009 risk-based capital ratios are estimated
CITY HOLDING COMPANY AND SUBSIDIARIES
Intangibles
(Unaudited) ($ in 000s)
	As of and for the Quarter Ended
	March 31 2009			December 31 2008			September 30 2008			June 30 2008			March 31 2008
Intangibles, net	$	57,362		$	57,479		$	57,600		$	57,893		$	58,065
Intangibles amortization expense		117			121			173			172			173

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Loan Loss Experience
(Unaudited) ($ in 000s)
	Quarter Ended
	March 31			December 31			September 30			June 30			March 31
	2009			2008			2008			2008			2008
Balance at beginning of period	$	22,254		$	18,879		$	17,959		$	18,567		$	17,581
Charge-offs:
Commercial, financial, and agricultural		1,479			1,073			563			1,022			406
Real estate-mortgage		394			603			523			190			274
Installment loans to individuals		69			29			62			77			75
Overdraft deposit accounts		664			779			783			604			985
Total charge-offs		2,606			2,484			1,931			1,893			1,740
Recoveries:
Commercial, financial, and agricultural		29			14			(30	)		41			13
Real estate-mortgage		81			79			69			48			27
Installment loans to individuals		55			45			71			72			108
Overdraft deposit accounts		517			381			391			274			695
Total recoveries		682			519			501			435			843
Net charge-offs		1,924			1,965			1,430			1,458			897
Provision for loan losses		1,650			5,340			2,350			850			1,883
Balance at end of period	$	21,980		$	22,254		$	18,879		$	17,959		$	18,567
Loans outstanding	$	1,791,308		$	1,812,344		$	1,777,731		$	1,750,047		$	1,704,800
Average loans outstanding		1,798,054			1,787,861			1,754,183			1,728,609			1,704,133
Allowance as a percent of loans outstanding		1.23	%		1.23	%		1.06	%		1.03	%		1.09	%
Allowance as a percent of non-performing loans		107.44	%		86.07	%		135.92	%		122.89	%		113.55	%
Net charge-offs (annualized) as a
percent of average loans outstanding		0.43	%		0.44	%		0.33	%		0.34	%		0.21	%
Net charge-offs, excluding overdraft deposit accounts,
(annualized) as a percent of average loans outstanding		0.40	%		0.35	%		0.24	%		0.26	%		0.14	%

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Non-Performing Assets
(Unaudited) ($ in 000s)
	March 31			December 31			September 30			June 30			March 31
	2009			2008			2008			2008			2008
Nonaccrual loans	$	20,007		$	25,224		$	13,709		$	14,018		$	15,840
Accruing loans past due 90 days or more		386			623			141			431			257
Previously securitized loans past due 90 days or more		64			10			40			165			255
Total non-performing loans		20,457			25,857			13,890			14,614			16,352
Other real estate owned, excluding property associated
with previously securitized loans		6,686			3,469			3,332			6,164			4,192
Other real estate owned associated with previously
securitized loans		374			400			417			321			148
Other real estate owned		7,060			3,869			3,749			6,485			4,340
Total non-performing assets	$	27,517		$	29,726		$	17,639		$	21,099		$	20,692
Non-performing assets as a percent of loans and
other real estate owned		1.53	%		1.64	%		0.99	%		1.20	%		1.21	%
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Total Past Due Loans
(Unaudited) ($ in 000s)
	March 31			December 31			September 30			June 30			March 31
	2009			2008			2008			2008			2008
Residential real estate	$	5,882		$	6,179		$	3,636		$	5,487		$	3,763
Home equity		1,454			1,243			1,400			1,316			1,344
Commercial, financial, and agriculture		2,044			1,679			1,741			1,166			806
Installment loans to individuals		192			241			216			290			360
Previously securitized loans		818			999			598			632			897
Overdraft deposit accounts		410			592			491			485			568
Total past due loans	$	10,800		$	10,933		$	8,082		$	9,376		$	7,738