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)

October 20, 2011

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))

-1-

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On October 20, 2011, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing the Company’s earnings results for the third quarter ended September 30, 2011. 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 October 20, 2011

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: October 21, 2011	City Holding Company
By:	/s/ David L. Bumgarner
	David L. Bumgarner
	Chief Financial Officer

-2-

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release

October 20, 2011

For Further Information Contact:

Charles R. Hageboeck, Chief Executive Officer and President

(304) 769-1102

City Holding Company Announces Increased Third Quarter Results

Charleston, West Virginia – City Holding Company, “the Company” (NASDAQ:CHCO), a $2.7 billion bank holding company headquartered in Charleston, today announced net income per diluted share for the third quarter of 2011 of $0.76 compared to $0.58 per diluted share in the third quarter of 2010.  Net income for the third quarter of 2011 was $11.6 million compared to $9.0 million in the third quarter of 2010.  For the third quarter of 2011, the Company achieved a return on assets of 1.71%, a return on tangible equity of 17.8%, a net interest margin of 3.93%, and an efficiency ratio of 53.2%.  For the first nine months, the Company achieved a return on assets of 1.53%, a return on tangible equity of 15.9%, a net interest margin of 3.89%, and an efficiency ratio of 57.4%.

City’s CEO Charles Hageboeck stated that, “City’s results for the third quarter of 2011 are up significantly from the third quarter of 2010 primarily due to lower provision for loan losses, as well as net investment security gains in the third quarter of 2011 compared to net investment security losses in the third quarter of 2010.  Aside from these two differences, the Company continued to perform very well through the third quarter.  The net interest margin increased from 3.78% in the second quarter of 2011 to 3.93% in the third quarter of 2011, as net interest income increased nearly $1.0 million.  Loans increased $28 million (1.5%) during the third quarter.  Asset quality remained strong – with improvements in non-performing assets and past-due loans.  Despite our presence in relatively slow growing markets, City has continued to perform very well for a variety of reasons.  These reasons include lower volatility in our markets than that of faster growing markets; City’s franchise is exceptionally strong; and our community bank model allows us to grow our business at the expense of our big bank competitors.”

“During the third quarter of 2011, the Company received life insurance proceeds from a policy carried by one of our commercial customers.  As a result, the Company recorded a recovery of $1.9 million and no provision for loan losses was required for the quarter.  Also, our net investment security gains increased $1.9 million from the third quarter of 2010 due to less credit-related impairment losses recognized in the third quarter of 2011 compared to 2010 and the call at par value of a trust preferred security on which we had previously recognized a credit-related impairment loss.  In addition, net interest income for the third quarter of 2011 increased $0.4 million from the third quarter of 2010 despite lower interest income from our interest rate floors ($0.9 million).  While the net interest margin has been compressed due to the sustained low interest rate environment, we were able to offset this impact by growing our average loan portfolio by 4.8% from September 30, 2010 and continuing to prudently price our interest bearing deposits.  Additionally, based upon current trends, we believe that loan growth in 2011 will exceed that achieved in the prior year. ”

1

Net Interest Income

The Company’s tax equivalent net interest income increased $1.0 million, or 4.5%, from $22.8 million during the second quarter of 2011 to $23.8 million during the third quarter of 2011.  This increase is primarily attributable to the decrease in interest expense exceeding the decline in interest income from the second quarter of 2011 resulting in an increase in tax equivalent net interest income of $0.6 million.  This decline is largely due to the average interest rate paid on interest-bearing liabilities declining from 1.16% for the second quarter 2011 to 0.96% for the third quarter of 2011.  In addition, the Company received $0.4 million of taxable security interest income from the call of a trust preferred security (see Investment Securities Gains/(Losses)) that had previously deferred interest payments.  The Company’s reported net interest margin increased from 3.78% in the second quarter of 2011 to 3.93% in the third quarter of 2011, primarily reflecting the items described above.

Credit Quality

The Company’s ratio of non-performing assets to total loans and other real estate owned decreased from 1.65% at June 30, 2011 to 1.60% at September 30, 2011.  The Company’s ratio of non-performing assets to total loans and other real estate owned continues to compare very favorably to peers. The Company’s non-performing asset ratio of 1.60% at September 30, 2011 is only 27% of the 5.82% average non-performing asset ratio reported by the Company’s peer group (bank holding companies with total assets between $1 and $5 billion) as of the most recently reported quarter ended June 30, 2011.

Past due loans decreased slightly from $10.7 million at June 30, 2011 to $10.6 million or 0.55% of total loans outstanding at September 30, 2011.  At September 30, 2011, past due residential real estate loans were $4.6 million or 0.72% of residential real estate loans outstanding; past due home equity loans were $2.4 million or 0.57% of home equity loans outstanding; and past due commercial real estate loans were $2.4 million or 0.34% of commercial real estate loans outstanding.

During the third quarter of 2011, the Company received life insurance proceeds as the beneficiary of a life insurance policy carried by one of the Company’s commercial borrowers.  The Company had previously placed several loans to this customer on non-accrual status and recorded charge-offs related to these credits.  The life insurance proceeds satisfied the customer’s remaining outstanding balances and also enabled the Company to recover $1.9 million of the previously recorded charge-offs.

At September 30, 2011, the Allowance for Loan Losses (“ALLL”) was $19.8 million or 1.03% of total loans outstanding and 87% of non-performing loans compared to $18.9 million or 1.00% of loans outstanding and 81% of non-performing loans at June 30, 2011, and $18.2 million or 0.98% of loans outstanding and 156% of non-performing loans at December 31, 2010.

2

As a result of the Company’s quarterly analysis of the adequacy of the ALLL, the Company did not record a provision for loan losses in the third quarter of 2011after considering the impact of the insurance proceeds of $1.9 million previously discussed.  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.

Investment Securities Gains/(Losses)

During the first quarter of 2010, the Company recognized a credit-related net impairment charge of $0.6 million related to a single issuer bank trust preferred security (Cascade Capital I Trust issued by Cascade Financial Corporation of Everett, Washington).  In the second quarter of 2011, Cascade Financial Corporation was acquired by Opus Bank.  In connection with this acquisition, Opus Bank called Cascade’s trust preferred security in the third quarter of 2011 and the Company received full repayment on its investment in this security, along with accrued interest that had previously been deferred.  As a result of this repayment, the Company recognized an investment gain of $0.6 million in the third quarter of 2011.

This gain was partially offset by $0.3 million of credit-related net investment impairment losses recorded by the Company during the third quarter of 2011.  The charges deemed to be other than temporary were related to pooled bank trust preferreds with a remaining book value of $2.8 million at September 30, 2011.  The credit-related net impairment charges were based on the Company’s quarterly reviews of its investment securities for indications of losses considered to be other than temporary.

Non-interest Income

Exclusive of net investment securities gains and losses during the quarters ended September 30, 2011 and 2010, non-interest income increased slightly to $13.3 million in the third quarter of 2011 as compared to $13.2 million in the third quarter of 2010.  Modest increases in service charges and trust and investment management fee income were largely offset by a decrease in bank owned life insurance income.

Non-interest Expenses

Non-interest expenses decreased $0.1 million, from $19.8 million in the third quarter of 2010 to $19.7 million in the third quarter of 2011.  Most of this decline can be attributed to FDIC insurance expense, which decreased $0.6 million due to a change in assessment base methodology.  Additionally, advertising expenses declined $0.3 million, or 38.7%, from the third quarter of 2010.  These decreases were partially offset by increased salaries and employee benefit expenses ($0.5 million) and other expenses ($0.2 million).

Balance Sheet Trends

Loans have increased $28 million (1.5%), from June 30, 2011, to $1.93 billion, primarily due to increases in commercial real estate loans of $14.6 million (2%), residential real estate loans of $8.6 million (1%) and home equity loans of $6.7 million (2%), which were partially offset by a decrease in commercial and industrial loans of $1.8 million (1%).

3

Total average depository balances decreased $25.6 million, or 1.1%, from the quarter ended June 30, 2011 to the quarter ended September 30, 2011.  This decrease was primarily the result of a decrease in time deposits ($47.1 million) that was partially offset by increases in savings deposits ($9.9 million), interest-bearing demand deposits ($7.0 million) and noninterest-bearing deposits ($4.6 million).

Income Tax Expense

The Company’s effective income tax rate for the third quarter of 2011 was 33.5% compared to 32.1% for the year ended December 31, 2010, and 31.4% for the quarter ended September 30, 2010.  The effective rate is based upon the Company’s expected tax rate for the year ending December 31, 2011.  During the quarters ended September 30, 2011, and September 30, 2010, the Company realized $0.1 million of previously unrecognized tax positions.

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 87.8% and the loan to asset ratio was 71.7% at September 30, 2011.  The Company maintained investment securities totaling 15.5% of assets as of this date.  Further, the Company’s deposit mix is weighted heavily toward checking and saving accounts that fund 48.5% of assets at September 30, 2011.  Time deposits fund 33.2% of assets at September 30, 2011, but very few of these deposits are in accounts that have balances of more than $250,000, reflecting the core retail orientation of the Company.

The Company is also strongly capitalized. The Company’s tangible equity ratio was 9.7% at September 30, 2011 compared to 10.0% at December 31, 2010.  At September 30, 2011, City National Bank’s Leverage Ratio is 9.18%, its Tier I Capital ratio is 12.10%, and its Total Risk-Based Capital ratio is 13.10%.  These regulatory capital ratios are significantly above levels required to be considered “well capitalized,” which is the highest possible regulatory designation.

On September 29, 2011, the Board approved a quarterly cash dividend of 34 cents per share payable October 31, 2011, to shareholders of record as of October 14, 2011.  During the quarter ended September 30, 2011, the Company repurchased 227,977 common shares at a weighted average price of $27.83 as part of a one million share repurchase plan authorized by the Board of Directors in July 2011.  At September 30, 2011, the Company could repurchase approximately 772,000 shares under this plan.

City Holding Company is the parent company of City National Bank of West Virginia.  City National operates 68 branches across West Virginia, Eastern Kentucky and Southern Ohio.

4

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 could have adverse legal actions of a material nature; (4) the Company may face competitive loss of customers; (5) the Company may be unable to manage its expense levels; (6) the Company may have difficulty retaining key employees; (7) 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; (8) changes in general economic conditions and increased competition could adversely affect the Company’s operating results; (9) 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; (10) the Company may experience difficulties growing loan and deposit balances; (11) the current economic environment poses significant challenges for us and could adversely affect our  financial condition and results of operations; (12) 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 (13)the effects of the Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) recently adopted by the United States Congress. Forward-looking statements made herein reflect management’s expectations as of the date such statements are made.  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.  Further, the Company is required to evaluate subsequent events through the filing of its September 30, 2011 Form 10-Q.  The Company will continue to evaluate the impact of any subsequent events on the preliminary September 30, 2011 results and will adjust the amounts if necessary.

5

CITY HOLDING COMPANY AND SUBSIDIARIES
Financial Highlights
(Unaudited)
	Three Months Ended September 30,						Percent
	2011			2010			Change
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	23,783		$	23,404			1.62	%
Net Income available to common shareholders		11,577			9,023			28.31	%
Earnings per Basic Share		0.77			0.58			32.35	%
Earnings per Diluted Share		0.76			0.58			32.23	%
Key Ratios (percent):
Return on Average Assets		1.71	%		1.36	%		25.81	%
Return on Average Tangible Equity		17.81	%		13.90	%		28.08	%
Net Interest Margin		3.93	%		3.94	%		(0.27	)%
Efficiency Ratio		53.18	%		54.15	%		(1.80	)%
Average Shareholders' Equity to Average Assets		11.67	%		11.90	%		(1.94	)%
Consolidated Risk Based Capital Ratios (a):
Tier I		13.21	%		13.73	%		(3.79	)%
Total		14.20	%		14.68	%		(3.27	)%
Tangible Equity to Tangible Assets		9.65	%		10.04	%		(3.94	)%
Common Stock Data:
Cash Dividends Declared per Share	$	0.34		$	0.34			-
Book Value per Share		20.86			20.31			2.67	%
Tangible Book Value per Share		17.07			16.66			2.48	%
Market Value per Share:
High		33.96			31.15			9.02	%
Low		26.82			26.87			(0.19	)%
End of Period		26.99			30.67			(12.00	)%
Price/Earnings Ratio (b)		8.81			13.25			(33.51	)%
	Nine Months Ended September 30,						Percent
		2011			2010		Change
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	69,606		$	72,074			(3.42	)%
Net Income available to common shareholders		31,024			29,051			6.79	%
Earnings per Basic Share		2.03			1.85			10.05	%
Earnings per Diluted Share		2.02			1.84			9.94	%
Key Ratios (percent):
Return on Average Assets		1.53	%		1.46	%		4.93	%
Return on Average Tangible Equity		15.89	%		15.04	%		5.70	%
Net Interest Margin		3.89	%		4.10	%		(5.27	)%
Efficiency Ratio		57.42	%		53.66	%		7.02	%
Average Shareholders' Equity to Average Assets		11.72	%		11.84	%		(1.04	)%
Common Stock Data:
Cash Dividends Declared per Share	$	1.02		$	1.02			-
Market Value per Share:
High		37.22			37.28			(0.16	)%
Low		26.82			26.87			(0.19	)%
Price/Earnings Ratio (b)		9.97			12.46			(20.04	)%
(a) September 30, 2011 risk-based capital ratios are estimated
(b) September 30, 2011 price/earnings ratio computed based on annualized third quarter 2011 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
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		18.24		18.95			19.37		20.88		34.34
2010		19.71		20.02		20.31			20.31		26.87		38.03
2011		20.39		20.58		20.86					26.82		37.22
Earnings per Basic Share
	Quarter Ended
	March 31		June 30		September 30			December 31		Year-to-Date
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		0.64		0.66			0.70		2.69
2010		0.59		0.68		0.58			0.64		2.48
2011		0.62		0.65		0.77					2.03
Earnings per Diluted Share
	Quarter Ended
	March 31		June 30		September 30			December 31		Year-to-Date
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		0.64		0.66			0.70		2.68
2010		0.58		0.68		0.58			0.64		2.47
2011		0.62		0.64		0.76					2.02

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Three Months Ended September 30,
	2011			2010
Interest Income
Interest and fees on loans	$	23,326		$	24,487
Interest on investment securities:
Taxable		4,639			5,019
Tax-exempt		392			452
Interest on federal funds sold		13			12
Total Interest Income		28,370			29,970
Interest Expense
Interest on deposits		4,550			6,551
Interest on short-term borrowings		90			86
Interest on long-term debt		159			173
Total Interest Expense		4,799			6,810
Net Interest Income		23,571			23,160
Provision for loan losses		-			1,847
Net Interest Income After Provision for Loan Losses		23,571			21,313
Non-Interest Income
Total investment securities impairment losses		(1,849	)		(3,028	)
Noncredit impairment losses recognized in other comprehensive income		1,494			127
Net investment securities impairment losses		(355	)		(2,901	)
Gains on sale of investment securities		627			1,335
Net investment securities gains (losses)		272			(1,566	)
Service charges		9,840			9,702
Insurance commissions		1,388			1,346
Trust and investment management fee income		699			618
Bank owned life insurance		952			1,104
Other income		380			439
Total Non-Interest Income		13,531			11,643
Non-Interest Expense
Salaries and employee benefits		10,302			9,817
Occupancy and equipment		2,057			1,917
Depreciation		1,131			1,145
FDIC insurance expense		392			963
Advertising		546			891
Bankcard expenses		559			481
Postage, delivery, and statement mailings		551			599
Office supplies		492			497
Legal and professional fees		567			414
Telecommunications		371			413
Repossessed asset (gains)/losses, net of expenses		109			234
Other expenses		2,611			2,433
Total Non-Interest Expense		19,688			19,804
Income Before Income Taxes		17,414			13,152
Income tax expense		5,837			4,129
Net Income Available to Common Shareholders	$	11,577		$	9,023
Distributed earnings allocated to common shareholders	$	5,015		$	5,237
Undistributed earnings allocated to common shareholders		6,479			3,733
Net earnings allocated to common shareholders	$	11,494		$	8,970
Average common shares outstanding		15,003			15,496
Effect of dilutive securities:
Employee stock options		68			56
Shares for diluted earnings per share		15,071			15,552
Basic earnings per common share	$	0.77		$	0.58
Diluted earnings per common share	$	0.76		$	0.58

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Nine months ended September 30,
	2011			2010
Interest Income
Interest and fees on loans	$	70,416		$	75,332
Interest on investment securities:
Taxable		13,694			15,947
Tax-exempt		1,299			1,383
Interest on federal funds sold		39			13
Total Interest Income		85,448			92,675
Interest Expense
Interest on deposits		15,829			20,566
Interest on short-term borrowings		239			284
Interest on long-term debt		474			496
Total Interest Expense		16,542			21,346
Net Interest Income		68,906			71,329
Provision for loan losses		2,372			4,750
Net Interest Income After Provision for Loan Losses		66,534			66,579
Non-Interest Income
Total investment securities impairment losses		(1,849	)		(7,468	)
Noncredit impairment losses recognized in other comprehensive income		1,494			2,623
Net investment securities impairment losses		(355	)		(4,845	)
Gains on sale of investment securities		3,756			1,397
Net investment securities gains (losses)		3,401			(3,448	)
Service charges		28,749			30,378
Insurance commissions		4,513			3,987
Trust and investment management fee income		2,181			2,047
Bank owned life insurance		2,455			2,645
Other income		1,434			1,424
Total Non-Interest Income		42,733			37,033
Non-Interest Expense
Salaries and employee benefits		30,397			29,311
Occupancy and equipment		6,084			5,836
Depreciation		3,408			3,537
FDIC insurance expense		2,276			2,775
Advertising		1,854			3,045
Bankcard expenses		1,693			1,405
Postage, delivery, and statement mailings		1,615			1,823
Office supplies		1,483			1,474
Legal and professional fees		4,547			1,175
Telecommunications		1,217			1,304
Repossessed asset losses, net of expenses		300			1,258
Other expenses		7,585			7,377
Total Non-Interest Expense		62,459			60,320
Income Before Income Taxes		46,808			43,292
Income tax expense		15,784			14,241
Net Income Available to Common Shareholders	$	31,024		$	29,051
Distributed earnings allocated to common shareholders	$	15,045		$	15,711
Undistributed earnings allocated to common shareholders		15,756			13,164
Net earnings allocated to common shareholders	$	30,801		$	28,875
Average common shares outstanding		15,165			15,646
Effect of dilutive securities:
Employee stock options		77			64
Shares for diluted earnings per share		15,242			15,710
Basic earnings per common share	$	2.03		$	1.85
Diluted earnings per common share	$	2.02		$	1.84

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited) ($ in 000s)
	Three Months Ended
	September 30, 2011			September 30, 2010
Balance at July 1	$	310,379		$	312,575
Net income		11,577			9,023
Other comprehensive income:
Change in unrealized gain on securities available-for-sale		(863	)		2,087
Change in unrealized (loss) on interest rate floors		-			(539	)
Cash dividends declared ($0.34/share)		(5,073	)		(5,267	)
Issuance of stock award shares, net		201			154
Exercise of 1,100 stock options		15			-
Purchase of 227,977 common shares of treasury		(6,344	)		-
Purchase of 111,136 common shares of treasury		-			(3,192	)
Balance at September 30	$	309,892		$	314,841
	Nine Months Ended
	September 30, 2011			September 30, 2010
Balance at January 1	$	314,861		$	308,902
Net income		31,024			29,051
Other comprehensive income:
Change in unrealized gain on securities available-for-sale		92			7,329
Change in unrealized (loss) on interest rate floors		(295	)		(2,277	)
Cash dividends declared ($1.02/share)		(15,396	)		(15,952	)
Issuance of stock award shares, net		867			644
Exercise of 6,576 stock options		168			-
Exercise of 1,700 stock options		-			46
Purchase of 675,501 common shares of treasury		(21,429	)		-
Purchase of 408,151 common shares of treasury		-			(12,902	)
Balance at September 30	$	309,892		$	314,841

CITY HOLDING COMPANY AND SUBSIDIARIES
Condensed Consolidated Quarterly Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Quarter Ended
	September 30			June 30			March 31			December 31			September 30
	2011			2011			2011			2010			2010
Interest income	$	28,370		$	28,323		$	28,754		$	29,241		$	29,970
Taxable equivalent adjustment		212			240			248			244			244
Interest income (FTE)		28,582			28,563			29,002			29,485			30,214
Interest expense		4,799			5,803			5,940			6,283			6,810
Net interest income		23,783			22,760			23,062			23,202			23,404
Provision for loan losses		-			1,286			1,086			2,343			1,847
Net interest income after provision
for loan losses		23,783			21,474			21,976			20,859			21,557
Noninterest income		13,531			16,537			12,662			11,905			11,643
Noninterest expense		19,688			22,912			19,858			18,400			19,804
Income before income taxes		17,626			15,099			14,780			14,364			13,396
Income tax expense		5,837			5,029			4,918			4,212			4,129
Taxable equivalent adjustment		212			240			248			244			244
Net income available to common shareholders	$	11,577		$	9,830		$	9,614		$	9,908		$	9,023
Distributed earnings allocated to common shareholders	$	5,015		$	5,092		$	5,154		$	5,239		$	5,237
Undistributed earnings allocated to common shareholders		6,479			4,669			4,392			4,610			3,733
Net earnings allocated to common shareholders	$	11,494		$	9,761		$	9,546		$	9,849		$	8,970
Average common shares outstanding		15,003			15,120			15,380			15,439			15,496
Effect of dilutive securities:
Employee stock options		68			73			82			69			56
Shares for diluted earnings per share		15,071			15,193			15,462			15,508			15,552
Basic earnings per common share	$	0.77		$	0.65		$	0.62		$	0.64		$	0.58
Diluted earnings per common share		0.76			0.64			0.62			0.64			0.58
Cash dividends declared per share		0.34			0.34			0.34			0.34			0.34
Net Interest Margin		3.93	%		3.78	%		3.95	%		3.92	%		3.94	%

CITY HOLDING COMPANY AND SUBSIDIARIES
Non-Interest Income and Non-Interest Expense
(Unaudited) ($ in 000s)
	Quarter Ended
	September 30			June 30			March 31		December 31			September 30
	2011			2011			2011		2010			2010
Non-Interest Income:
Service charges	$	9,840		$	9,855		$	9,054	$	9,624		$	9,702
Insurance commissions		1,388			1,504			1,621		1,503			1,346
Trust and investment management fee income		699			730			753		720			618
Bank owned life insurance		952			745			758		751			1,104
Other income		380			575			476		527			439
Subtotal		13,259			13,409			12,662		13,125			13,209
Total investment securities impairment losses		(1,849	)		-			-		(1,932	)		(3,028	)
Noncredit impairment losses recognized in other
comprehensive income		1,494			-			-		713			127
Net investment securities impairment losses		(355	)		-			-		(1,219	)		(2,901	)
Gain (loss) on sale of investment securities		627			3,128			-		(1	)		1,335
Total Non-Interest Income	$	13,531		$	16,537		$	12,662	$	11,905		$	11,643
Non-Interest Expense:
Salaries and employee benefits	$	10,302		$	10,183		$	9,912	$	8,930		$	9,817
Occupancy and equipment		2,057			1,921			2,106		1,861			1,917
Depreciation		1,131			1,140			1,136		1,138			1,145
FDIC insurance expense		392			932			952		958			963
Advertising		546			628			680		647			891
Bankcard expenses		559			633			501		548			481
Postage, delivery and statement mailings		551			510			554		548			599
Office supplies		492			452			539		457			497
Legal and professional fees		567			3,511			469		502			414
Telecommunications		371			417			429		428			413
Repossessed asset (gains) losses, net of expenses		109			(7	)		198		196			234
Other expenses		2,611			2,592			2,382		2,187			2,433
Total Non-Interest Expense	$	19,688		$	22,912		$	19,858	$	18,400		$	19,804
Employees (Full Time Equivalent)		792			795			796		805			801
Branch Locations		68			68			68		68			68

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000s)
	September 30			December 31
	2011			2010
	(Unaudited)
Assets
Cash and due from banks	$	42,188		$	50,043
Interest-bearing deposits in depository institutions		6,599			5,336
Federal funds sold		35,000			11,000
Cash and cash equivalents		83,787			66,379
Investment securities available-for-sale, at fair value		393,261			429,720
Investment securities held-to-maturity, at amortized cost		23,759			23,865
Total investment securities		417,020			453,585
Gross loans		1,925,798			1,865,000
Allowance for loan losses		(19,848	)		(18,224	)
Net loans		1,905,950			1,846,776
Bank owned life insurance		78,233			76,231
Premises and equipment, net		64,813			64,530
Accrued interest receivable		6,800			7,264
Net deferred tax assets		31,000			29,235
Intangible assets		56,266			56,573
Other assets		41,377			36,722
Total Assets	$	2,685,246		$	2,637,295
Liabilities
Deposits:
Noninterest-bearing	$	363,504		$	337,927
Interest-bearing:
Demand deposits		505,863			486,737
Savings deposits		433,298			397,042
Time deposits		891,656			949,669
Total deposits		2,194,321			2,171,375
Short-term borrowings
FHLB borrowings		305			375
Customer repurchase agreements		127,576			112,335
Long-term debt		16,495			16,495
Other liabilities		36,657			21,854
Total Liabilities		2,375,354			2,322,434
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 September 30, 2011 and December 31, 2010
less 3,640,993 and 2,994,501 shares in treasury, respectively		46,249			46,249
Capital surplus		103,120			103,057
Retained earnings		286,535			270,905
Cost of common stock in treasury		(123,311	)		(102,853	)
Accumulated other comprehensive loss:
Unrealized gain on securities available-for-sale		1,113			1,022
Unrealized gain on derivative instruments		-			295
Underfunded pension liability		(3,814	)		(3,814	)
Total Accumulated Other Comprehensive Loss		(2,701	)		(2,497	)
Total Stockholders' Equity		309,892			314,861
Total Liabilities and Stockholders' Equity	$	2,685,246		$	2,637,295

CITY HOLDING COMPANY AND SUBSIDIARIES
Investment Portfolio
(Unaudited) ($ in 000s)
	Original Cost		Credit-Related Net Investment Impairment Losses through September 30, 2011			Unrealized Gains (Losses)			Carrying Value
US Government Agencies	$	6,377	$	-		$	203		$	6,579
Mortgage Backed Securities		243,852		-			8,186			252,039
Municipal Bonds		56,508		-			1,499			58,007
Pooled Bank Trust Preferreds		26,646		(19,596	)		(4,282	)		2,768
Single Issuer Bank Trust Preferreds,
Subdebt of Financial Institutions, and
Bank Holding Company Preferred Stocks		84,435		(1,653	)		(2,745	)		80,037
Money Markets and Mutual Funds		1,726		-			47			1,774
Federal Reserve Bank and FHLB stock		11,709		-			-			11,709
Community Bank Equity Positions		10,366		(5,130	)		(1,128	)		4,108
Total Investments	$	441,619	$	(26,379	)	$	1,780		$	417,020

CITY HOLDING COMPANY AND SUBSIDIARIES
Loan Portfolio
(Unaudited) ($ in 000s)
	September 30		June 30		March 31		December 31		September 30
	2011		2011		2011		2010		2010
Residential real estate (1)	$	630,679	$	622,118	$	615,635	$	610,369	$	605,351
Home equity		427,471		420,752		415,719		416,172		411,481
Commercial and industrial		119,377		121,149		129,475		134,612		135,407
Commercial real estate (2)		708,558		693,959		668,710		661,758		629,924
Consumer		36,575		36,626		37,482		38,424		39,879
DDA overdrafts		2,924		2,415		1,970		2,876		2,528
Previously securitized loans		214		325		533		789		1,268
Gross Loans	$	1,925,798	$	1,897,344	$	1,869,524	$	1,865,000	$	1,825,838
Construction loans included in:
(1) - Residential real estate loans	$	7,456	$	6,879	$	9,404	$	7,891	$	8,718
(2) - Commercial real estate loans	$	23,915	$	23,433	$	24,328	$	31,458	$	31,610

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Average Balance Sheets, Yields, and Rates
(Unaudited) ($ in 000s)
	Three Months Ended September 30,
				2011								2010
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets:
Loan portfolio (1):
Residential real estate	$	622,579		$	7,279		4.64	%	$	602,382		$	7,815		5.15	%
Home equity (2)		423,576			4,775		4.47	%		408,685			5,333		5.18	%
Commercial, financial, and agriculture (3)		825,353			9,575		4.60	%		768,393			9,656		4.99	%
Installment loans to individuals (4)		45,461			906		7.91	%		48,172			902		7.43	%
Previously securitized loans		277			791		1132.93	%		1,487			781		208.37	%
Total loans		1,917,246			23,326		4.83	%		1,829,119			24,487		5.31	%
Securities:
Taxable		399,468			4,639		4.61	%		447,445			5,019		4.45	%
Tax-exempt (5)		42,249			604		5.67	%		48,352			696		5.71	%
Total securities		441,717			5,243		4.71	%		495,797			5,715		4.57	%
Deposits in depository institutions		7,497			-		-			4,977			-		-
Federal funds sold		32,204			13		0.16	%		24,062			12		0.20	%
Total interest-earning assets		2,398,664			28,582		4.73	%		2,353,955			30,214		5.09	%
Cash and due from banks		61,387								51,056
Bank premises and equipment		64,900								65,044
Other assets		206,943								208,311
Less:  Allowance for loan losses		(20,496	)							(19,751	)
Total assets	$	2,711,398							$	2,658,615
Liabilities:
Interest-bearing demand deposits		496,866			224		0.18	%		462,200			308		0.26	%
Savings deposits		427,391			260		0.24	%		391,655			252		0.26	%
Time deposits		913,040			4,066		1.77	%		982,877			5,991		2.42	%
Short-term borrowings		132,487			90		0.27	%		112,128			86		0.30	%
Long-term debt		16,495			159		3.82	%		16,900			173		4.06	%
Total interest-bearing liabilities		1,986,279			4,799		0.96	%		1,965,760			6,810		1.37	%
Noninterest-bearing demand deposits		383,736								356,590
Other liabilities		25,054								19,973
Stockholders' equity		316,329								316,292
Total liabilities and
stockholders' equity	$	2,711,398							$	2,658,615
Net interest income				$	23,783							$	23,404
Net yield on earning assets							3.93	%							3.94	%
(1)For purposes of this table, non-accruing loans have been included in average balances and loan fees, which are immaterial, have been included in interest income.
(2) Interest income includes $0 and $592 from interest rate floors for the three months ended September 30, 2011 and September 30, 2010, respectively.
(3) Includes the Company’s commercial and industrial and commercial real estate loan categories. Interest income includes $0 and $282 from interest rate floors for the three months ended September 30, 2011 and September 30, 2010, respectively.
(4) Includes the Company’s consumer and DDA overdrafts loan categories.
(5)Computed on a fully federal tax-equivalent basis assuming a tax rate of approximately 35%.

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Average Balance Sheets, Yields, and Rates
(Unaudited) ($ in 000s)
	Nine Months Ended September 30,
				2011								2010
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets:
Loan portfolio (1):
Residential real estate	$	614,949		$	22,091		4.80	%	$	597,298		$	23,595		5.28	%
Home equity (2)		418,881			14,814		4.73	%		402,751			16,007		5.31	%
Commercial, financial, and agriculture (3)		805,386			28,492		4.73	%		764,446			29,583		5.17	%
Installment loans to individuals (4)		45,713			2,570		7.52	%		49,047			2,830		7.71	%
Previously securitized loans		452			2,449		724.40	%		1,281			3,317		346.20	%
Total loans		1,885,381			70,416		4.99	%		1,814,823			75,332		5.55	%
Securities:
Taxable		422,777			13,694		4.33	%		470,783			15,947		4.53	%
Tax-exempt (5)		47,077			1,999		5.68	%		49,158			2,128		5.79	%
Total securities		469,854			15,693		4.47	%		519,941			18,075		4.65	%
Deposits in depository institutions		7,815			-		-			5,288			-		-
Federal funds sold		31,348			39		0.17	%		8,590			13		0.20	%
Total interest-earning assets		2,394,398			86,148		4.81	%		2,348,642			93,420		5.32	%
Cash and due from banks		56,923								53,070
Bank premises and equipment		64,560								64,552
Other assets		204,909								207,648
Less:  Allowance for loan losses		(19,290	)							(19,462	)
Total assets	$	2,701,500							$	2,654,450
Liabilities:
Interest-bearing demand deposits		490,691			711		0.19	%		461,178			999		0.29	%
Savings deposits		415,740			790		0.25	%		388,356			792		0.27	%
Time deposits		941,808			14,328		2.03	%		991,419			18,775		2.53	%
Short-term borrowings		121,350			239		0.26	%		111,089			284		0.34	%
Long-term debt		16,495			474		3.84	%		16,923			496		3.92	%
Total interest-bearing liabilities		1,986,084			16,542		1.11	%		1,968,965			21,346		1.45	%
Noninterest-bearing demand deposits		377,460								353,418
Other liabilities		21,368								17,726
Stockholders' equity		316,588								314,341
Total liabilities and
stockholders' equity	$	2,701,500							$	2,654,450
Net interest income				$	69,606							$	72,074
Net yield on earning assets							3.89	%							4.10	%
(1)For purposes of this table, non-accruing loans have been included in average balances and loan fees, which are immaterial, have been included in interest income.
(2) Interest income includes $632 and $1960 from interest rate floors for the six months ended September 30, 2011 and September 30, 2010, respectively.
(3) Includes the Company’s commercial and industrial and commercial real estate loan categories. Interest income includes $488 and $1735 from interest rate floors for the nine months ended September 30, 2011 and September 30, 2010, respectively.
(4) Includes the Company’s consumer and DDA overdrafts loan categories.
(5)Computed on a fully federal tax-equivalent basis assuming a tax rate of approximately 35%.

CITY HOLDING COMPANY AND SUBSIDIARIES
Analysis of Risk-Based Capital
(Unaudited) ($ in 000s)
	September 30			June 30			March 31			December 31			September 30
	2011 (a)			2011			2011			2010			2010
Tier I Capital:
Stockholders' equity	$	309,892		$	310,379		$	311,122		$	314,861		$	314,841
Goodwill and other intangibles		(56,071	)		(56,173	)		(56,276	)		(56,378	)		(56,487	)
Accumulated other comprehensive loss (income)		2,701			1,838			1,904			2,497			(2,498	)
Qualifying trust preferred stock		16,000			16,000			16,000			16,000			16,000
Unrealized loss on AFS securities		(1,081	)		(82	)		(856	)		(521	)		(1,277	)
Excess deferred tax assets		(5,435	)		(4,462	)		(4,174	)		(2,904	)		(2,915	)
Total tier I capital	$	266,007		$	267,500		$	267,720		$	273,555		$	267,664
Total Risk-Based Capital:
Tier I capital	$	266,007		$	267,499		$	267,720		$	273,555		$	267,664
Qualifying allowance for loan losses		19,848			18,944			18,414			18,224			18,364
Total risk-based capital	$	285,855		$	286,443		$	286,134		$	291,779		$	286,028
Net risk-weighted assets	$	2,013,294		$	1,993,003		$	1,977,395		$	1,970,635		$	1,949,080
Ratios:
Average stockholders' equity to average assets		11.67	%		11.59	%		11.91	%		12.09	%		11.90	%
Tangible capital ratio		9.65	%		9.56	%		9.63	%		10.01	%		10.04	%
Risk-based capital ratios:
Tier I capital		13.21	%		13.42	%		13.54	%		13.88	%		13.73	%
Total risk-based capital		14.20	%		14.37	%		14.47	%		14.81	%		14.68	%
Leverage capital		10.04	%		10.07	%		10.24	%		10.54	%		10.30	%
(a) September 30, 2011 risk-based capital ratios are estimated
CITY HOLDING COMPANY AND SUBSIDIARIES
Intangibles
(Unaudited) ($ in 000s)
	As of and for the Quarter Ended
	September 30			June 30			March 31			December 31			September 30
		2011			2011			2011			2010			2010
Intangibles, net	$	56,266		$	56,368		$	56,471		$	56,573		$	56,682
Intangibles amortization expense		102			103			102			109			109

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Loan Loss Experience
(Unaudited) ($ in 000s)
	Quarter Ended
	September 30			June 30			March 31			December 31			September 30
	2011			2011			2011			2010			2010
Balance at beginning of period	$	18,944		$	18,414		$	18,224		$	18,364		$	19,456
Charge-offs:
Commercial and industrial		200			-			75			25			-
Commercial real estate		141			166			34			149			2,046
Residential real estate		264			377			550			511			457
Home equity		209			168			237			312			197
Consumer		75			14			44			38			43
DDA overdrafts		492			392			434			1,867			615
Total charge-offs		1,381			1,117			1,374			2,902			3,358
Recoveries:
Commercial and industrial		2			3			3			5			12
Commercial real estate		1,954			26			2			24			16
Residential real estate		1			12			6			12			12
Home equity		1			4			1			15			-
Consumer		58			11			38			37			29
DDA overdrafts		269			305			428			326			350
Total recoveries		2,285			361			478			419			419
Net charge-offs		(904	)		756			896			2,483			2,939
Provision for loan losses		-			1,286			1,086			2,343			1,847
Balance at end of period	$	19,848		$	18,944		$	18,414		$	18,224		$	18,364
Loans outstanding	$	1,925,798		$	1,897,344		$	1,869,524		$	1,865,000		$	1,825,838
Average loans outstanding		1,917,246			1,876,530			1,861,760			1,837,687			1,829,119
Allowance as a percent of loans outstanding		1.03	%		1.00	%		0.98	%		0.98	%		1.01	%
Allowance as a percent of non-performing loans		87.27	%		81.08	%		72.14	%		156.39	%		160.40	%
Net charge-offs (annualized) as a
percent of average loans outstanding		(0.19	)%		0.16	%		0.19	%		0.54	%		0.64	%
Net charge-offs, excluding overdraft deposit
accounts, (annualized) as a percent of average loans outstanding		(0.24	)%		0.14	%		0.19	%		0.21	%		0.58	%

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Non-Performing Assets
(Unaudited) ($ in 000s)
	September 30			June 30			March 31			December 31			September 30
	2011			2011			2011			2010			2010
Nonaccrual loans	$	22,423		$	23,178		$	25,166		$	10,817		$	11,220
Accruing loans past due 90 days or more		320			188			358			782			195
Previously securitized loans past due 90 days or more		-			-			-			54			34
Total non-performing loans		22,743			23,366			25,524			11,653			11,449
Other real estate owned		8,273			7,999			7,241			9,316			12,636
Total non-performing assets	$	31,016		$	31,365		$	32,765		$	20,969		$	24,085
Non-performing assets as a percent of loans and
other real estate owned		1.60	%		1.65	%		1.75	%		1.12	%		1.31	%
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Total Past Due Loans
(Unaudited) ($ in 000s)
	September 30			June 30			March 31			December 31			September 30
		2011			2011			2011			2010			2010
Residential real estate	$	4,569		$	4,971		$	3,293		$	4,774		$	3,815
Home equity		2,425			2,299			2,260			2,276			2,863
Commercial and industrial		37			476			397			-			150
Commercial real estate		2,423			2,186			1,740			775			112
Consumer		112			185			75			147			106
Previously securitized loans		403			305			262			345			518
DDA overdrafts		614			279			231			361			337
Total past due loans	$	10,583		$	10,701		$	8,258		$	8,678		$	7,901