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)

January 29, 2013

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 January 29, 2013, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing the Company’s earnings results for the fourth quarter and year ended December 31, 2012. 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 January 29, 2013

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: February 1, 2013	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

January 29, 2013

For Further Information Contact:

Charles R. Hageboeck, Chief Executive Officer and President

(304) 769-1102

City Holding Company Announces 2012 Earnings

Charleston, West Virginia – City Holding Company, “the Company” (NASDAQ:CHCO), a $2.9 billion bank holding company headquartered in Charleston, today announced net income of $38.9 million, or $2.61 per diluted share for the year ended December 31, 2012.  During 2012, City’s net interest income increased $5.6 million from 2011, loan balances increased $173 million, and noninterest income (exclusive of investment security gains) increased $1.9 million.  For 2012, the Company achieved a return on assets of 1.37%, a return on tangible equity of 14.7%, a net interest margin of 3.96%, and an efficiency ratio of 57.2%.  City’s results for 2012 are down slightly compared to 2011 as a result of merger-related expenses of $4.7 million.  Exclusive of the acquisition and integration expenses, 2012’s results compared to 2011 were quite favorable.

For the fourth quarter of 2012 the Company reported net income of $10.9 million, or $0.73 per diluted share.  The Company also achieved a return on assets of 1.49%, a return on tangible equity of 16.2%, a net interest margin of 3.99%, and an efficiency ratio of 53.1% in the fourth quarter of 2012.

City’s CEO Charles Hageboeck stated that, “2012 was an exciting and important year for City.  The acquisition of Virginia Savings Bancorp marked our first acquisition in seven years and earlier this month, we completed our acquisition of Community Financial Corporation.  With these acquisitions, City now has total assets of $3.4 billion, and 15 branch locations in Virginia.  We look forward to continuing the development of our presence in Virginia.”

“Net interest income in 2012 was up $5.6 million due to the acquisition of Virginia Savings Bancorp, core loan growth of $101 million, and lower deposit pricing.  As a result, our net interest margin increased from 3.89% for 2011 to 3.96% for 2012.”

“Our asset quality continues to remain strong with stable and relatively low levels of past due loans.  The ratio of non-performing assets to total loans and other real estate owned of 1.41% at December 31, 2012 was down compared to the prior quarter’s ratio of 1.53%. Provision expense was higher for 2012 due to loan growth throughout the year, particularly in the fourth quarter, rather than due to deteriorating asset quality.”

“During 2012, our bankcard interchange fee income increased $1.3 million, or about 11%, due to increased transaction volumes.  Trust and investment management fee income increased $0.7 million, or 21.5%, from 2011 due to assets under management increasing from $580 million at December 31, 2011 to $750 million at December 31, 2012.  This increase was the result of core growth, as Virginia Savings Bancorp did not offer these services.  In addition, an increase in mortgage-related lending activity led to an increase of $0.6 million in other income.”

“In summary, 2012 was another successful year for City both from a financial performance perspective and from a growth perspective.  We expanded our footprint into Virginia while maintaining solid financial results.  We look forward to 2013 and the opportunities to continue meeting the expectations of our shareholders and customers.”

Net Interest Income

The Company’s tax equivalent net interest income increased $5.5 million, or 5.9%, from $93.0 million in 2011 to $98.5 million in 2012. This increase is due primarily to the acquisition of Virginia Savings Bancorp as of May 31, 2012, an increase in loan balances outstanding, and a decline in the average rate paid on interest bearing deposits.  The acquisition of Virginia Savings Bancorp increased our net interest income by $4.5 million, which included $2.6 million of accretion related to the fair value adjustments recorded as a result of the acquisition.  Excluding the Virginia Savings Bancorp acquisition, the average balance of loans outstanding increased $71 million, or 3.73%, from the year ended December 31, 2011.  The average rate paid on interest bearing deposits decreased from 1.07% during 2011 to 0.70% during 2012 and was largely attributable to the average rate paid on time deposits declining from 1.93% during 2011 to 1.32% during 2012.  These increases were partially offset by a decrease in investment interest income as approximately $38 million of higher yielding trust preferred securities were called during the third quarter of 2012.  The Company’s reported net interest margin increased from 3.89% for the year ended December 31, 2011 to 3.96% for the year ended December 31, 2012.  Excluding the favorable impact of the accretion from the fair value adjustments, the net interest margin for the year ended December 31, 2012 would have been 3.85%.

During the fourth quarter of 2012, the Company’s tax equivalent net interest income increased $0.6 million, or 2.6%, from $25.1 million during the third quarter of 2012 to $25.7 million.  This increase is due to an increase in the accretion related to the accounting fair value adjustments recorded as a result of the acquisition of Virginia Savings Bancorp.  The Company’s reported net interest margin increased from 3.95% for the third quarter of 2012 to 3.99% for the fourth quarter of 2012.  Excluding the favorable impact of the accretion from the fair value adjustments ($1.7 million for the quarter ended December 31, 2012 and $0.9 million for the quarter ended September 30, 2012), the net interest margin would have been 3.73% for the quarter ended December 31, 2012 and 3.80% for the quarter ended September 30, 2012.

2

Credit Quality

As a result of the Company’s quarterly analysis of the adequacy of the ALLL, the Company recorded a provision for loan losses of $1.8 million in the fourth quarter of 2012 and $6.4 million for the year ended December 31, 2012 compared to $2.2 million and $4.6 million of the comparable periods in 2011. During the fourth quarter of 2012 the Company’s loan portfolio increased $61.1 million from September 30, 2012 which resulted in a $0.5 million addition to the ALLL.  The provision for loan losses recorded during 2012 reflects difficulties encountered by certain commercial borrowers of the Company during the year, the downgrade of their related credits and management’s assessment of the impact of these difficulties on the ultimate collectability of the loans. In addition, the Company received life insurance proceeds as the beneficiary of a life insurance policy carried by a commercial borrower during the third quarter of 2012 that enabled the Company to reduce the ALLL by approximately $0.6 million for amounts previously included in the ALLL.  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 2012, the Company realized investment gains of $1.2 million from the sale of certain equity positions related to community banks and bank holding companies.  In addition, the Company also recognized gains of $0.3 million associated with the calls of trust preferred securities.

These gains were partially offset by $0.6 million of credit-related net investment impairment losses that were recorded by the Company in 2012.  The charges deemed to be other than temporary were related to pooled bank trust preferreds with a remaining carrying value of $3.5 million at December 31, 2012.  The credit-related net 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.

Non-interest Income

Exclusive of net investment securities gains and losses, non-interest income increased $1.9 million to $54.3 million for the year ended December 31, 2012 as compared to $52.4 million for the year ended December 31, 2011.  Bankcard interchange fees increased $1.3 million, or 11.3%, to $12.4 million for the year ended December 31, 2012.  This increase was primarily due to increased transaction volumes.  In addition, trust and investment management fee income increased $0.7 million, or 21.5%, to $3.8 million due to core growth as Virginia Savings Bancorp did not offer these services.  Other income increased $0.6 million, or 30.8%, to $2.7 million due largely to an increase in mortgage related lending activity.

3

Exclusive of other than temporary investment impairment losses and investment losses, total non-interest income increased $1.2 million to $14.3 million for the fourth quarter of 2012 as compared to the fourth quarter of 2011.  This increase was due primarily to an increase in service charges from depository accounts of $0.6 million, an increase of $0.3 million in other income, and an increase of $0.2 million in trust and investment management fee income.

Non-interest Expenses

During 2012, the Company recognized $4.7 million of acquisition and integration expenses associated with the completed acquisition of Virginia Savings Bancorp and the upcoming acquisition of Community Financial Corporation.  In comparison, during 2011, the Company recorded a $3.0 million litigation reserve accrual.  Excluding these expenses, noninterest expenses increased $4.6 million from $78.1 million for the year ended December 31, 2011 to $82.7 million for the year ended December 31, 2012.  Included in this increase are expenses of $1.8 million related to the operation of the acquired Virginia Savings Bancorp facilities.  Salaries and employee benefits increased $2.8 million due primarily to additional employees associated with the acquisition of Virginia Savings Bancorp ($1.0 million) and increased health insurance costs ($1.0 million).  Repossessed asset losses increased $1.1 million due to the decline in estimated fair values of several residential properties located in the eastern panhandle of West Virginia and at the Greenbrier Resort located in southern West Virginia.  The Company continually reevaluates the estimated fair value of properties that it has repossessed by obtaining updated appraisals on at least an annual basis.  In addition, other expenses increased $0.8 million, advertising expenses increased $0.6 million, and bankcard expenses increased $0.4 million.  These increases were partially offset by a decrease in FDIC insurance expense of $1.0 million due to a change in the assessment base methodology during the third quarter of 2011.

For the fourth quarter of 2012, total non-interest expenses increased $2.6 million, from $18.7 million for the fourth quarter of 2011 to $21.3 million.  Salaries and employee benefit expense increased $1.0 million, primarily associated with the acquisition of Virginia Savings Bancorp and increased health insurance costs.  In addition, advertising expense increased $0.4 million, merger related expenses increased $0.3 million, occupancy and equipment expenses increased $0.2 million, and repossessed asset losses increased $0.2 million from the fourth quarter of 2011.

Balance Sheet Trends

Loans increased $173.3 million (8.8%) from December 31, 2011 to $2.15 billion at December 31, 2012, in part due to the Company’s acquisition of Virginia Savings Bancorp, Inc. ($72.0 million).  Excluding the Virginia Savings Bancorp, Inc. acquisition, loans increased $101.3 million (5.1%) from December 31, 2011 to $2.07 billion at December 31, 2012.  Increases in residential real estate loans of $69.7 million (7.5%) and commercial real estate loans of $57.6 million (7.9%) were partially offset by a decline in commercial and industrial (“C&I”) loans of $23.9 million.

4

Total average depository balances increased $186.9 million, or 8.5%, from the quarter ended December 31, 2011 to the quarter ended December 31, 2012.  This growth was primarily attributable to deposits acquired from Virginia Savings Bancorp, Inc. ($122.7 million).  Exclusive of this contribution, the Company experienced increases in noninterest-bearing demand deposits ($35.2 million), savings deposits ($31.5 million), and interest-bearing demand deposits ($20.3 million) that were partially offset by a decrease in time deposits ($22.9 million).

Income Tax Expense

The Company’s effective income tax rate for the quarter and year ended December 31, 2012 was 34.9% and 34.3%, respectively, compared to 33.2% and 33.6% for the quarter and year ended December 31, 2011, respectively.

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 89.1% and the loan to asset ratio was 73.6% at December 31, 2012.  The Company maintained investment securities totaling 13.8% of assets as of this date.  Further, the Company’s deposit mix is weighted heavily toward checking and saving accounts that fund 51.1% of assets at December 31, 2012.  Time deposits fund 31.5% of assets at December 31, 2012, 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 9.4% at both December 31, 2012 and at December 31, 2011.  At December 31, 2012, City National Bank’s leverage ratio is 8.72%, its tier I capital ratio is 11.51%, and its total risk-based capital ratio is 12.40%.  These regulatory capital ratios are significantly above levels required to be considered “well capitalized,” which is the highest possible regulatory designation.

On December 19, 2012, the Board approved a quarterly cash dividend of 35 cents per share payable January 31, 2013, to shareholders of record as of January 15, 2013.  During the year ended December 31, 2012, the Company repurchased 237,535 common shares at a weighted average price of $33.32 as part of a one million share repurchase plan authorized by the Board of Directors in July 2011.  At December 31, 2012, the Company could repurchase approximately 454,000 shares under the July 2011 authorization.

City Holding Company is the parent company of City National Bank of West Virginia.  City National operates 73 branches across West Virginia, Kentucky, Virginia, and Ohio.

City completed the acquisition of Staunton, Virginia-based Community Financial Corporation (“Community”) and its wholly owned banking subsidiary, Community Bank effective January 10, 2013 at 12:01 a.m. The merger, which was announced in August 2012, received the approval of all required regulatory agencies in December 2012 and Community’s shareholders on January 8, 2013.  Community shareholders received 0.1753 shares of City stock for each share of Community common stock, resulting in the issuance of 766,849 shares of City Holding Company.  In connection with the acquisition, City repaid Community’s borrowings under the U.S. Troubled Asset Relief Program (TARP) of $12.6 million on January 9, 2013.

5

At December 31, 2012, Community had total assets of approximately $460 million, with stockholders’ equity of approximately $53 million, loans of approximately $410 million, and deposits of approximately $380 million.  In addition, nonperforming assets at December 31, 2012 totaled $27 million.  During the quarter ended December 31, 2012, Community had net interest income of $5.1 million, noninterest income of $0.85 million, and noninterest expenses of $4.3 million.  Included in the noninterest expenses for the quarter ending December 31, 2012 were compensation and benefit costs of $2.0 million, repossessed asset losses of $0.8 million, data processing expenses of $0.25 million, and professional expenses of $0.2 million.  City expects to reduce compensation and benefit expenses by approximately 25% based on employees retained after January 2013.  During the fourth quarter of 2012, City recognized approximately $0.2 million, after taxes, of one-time merger related expenses for the Community acquisition and anticipates that between $4.0 million and $4.6 million, after taxes, will be recognized in the first quarter of 2013.  Additionally, the credit mark originally estimated at $55 million is now anticipated to be in the range of $46 million to $51 million.

This acquisition further expands City’s presence in Virginia by adding ten branches and City grows to $3.4 billion in assets with 83 banking offices in West Virginia, Virginia, Kentucky, and 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 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; (13)the effects of the Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) recently adopted by the United States Congress and (14) the integration of the operations of City Holding and Community Financial may be more difficult than anticipated.

6

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 December 31, 2012 Form 10-K.  The Company will continue to evaluate the impact of any subsequent events on the preliminary December 31, 2012 results and will adjust the amounts if necessary.

7

CITY HOLDING COMPANY AND SUBSIDIARIES
Financial Highlights
(Unaudited)
	Three Months Ended December 31,						Percent
	2012			2011			Change
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	25,707		$	23,440			9.67	%
Net Income available to common shareholders		10,894			9,652			12.87	%
Earnings per Basic Share		0.73			0.65			12.71	%
Earnings per Diluted Share		0.73			0.65			12.63	%
Key Ratios (percent):
Return on Average Assets		1.49	%		1.43	%		4.64	%
Return on Average Tangible Equity		16.15	%		14.93	%		8.21	%
Net Interest Margin		3.99	%		3.90	%		2.30	%
Efficiency Ratio		53.12	%		51.24	%		3.69	%
Average Shareholders' Equity to Average Assets		11.49	%		11.65	%		(1.39	)%
Consolidated Risk Based Capital Ratios (a):
Tier I		12.97	%		13.12	%		(1.14	)%
Total		13.85	%		14.07	%		(1.56	)%
Tangible Equity to Tangible Assets		9.40	%		9.37	%		0.35	%
Common Stock Data:
Cash Dividends Declared per Share	$	0.35		$	0.35			-
Book Value per Share		22.47			21.05			6.74	%
Tangible Book Value per Share		18.08			17.25			4.83	%
Market Value per Share:
High		36.45			35.10			3.85	%
Low		31.78			26.06			21.95	%
End of Period		34.85			33.89			2.83	%
Price/Earnings Ratio (b)		11.89			13.04			(8.77	)%
	Twelve Months Ended December 31,						Percent
		2012			2011		Change
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	98,538		$	93,044			5.90	%
Net Income available to common shareholders		38,945			40,678			(4.26	)%
Earnings per Basic Share		2.63			2.68			(2.10	)%
Earnings per Diluted Share		2.61			2.67			(2.16	)%
Key Ratios (percent):
Return on Average Assets		1.37	%		1.51	%		(8.83	)%
Return on Average Tangible Equity		14.74	%		15.66	%		(5.84	)%
Net Interest Margin		3.96	%		3.89	%		1.75	%
Efficiency Ratio		57.16	%		55.87	%		2.32	%
Average Shareholders' Equity to Average Assets		11.46	%		11.70	%		(2.09	)%
Common Stock Data:
Cash Dividends Declared per Share	$	1.40		$	1.37			2.19	%
Market Value per Share:
High		37.16			37.22			(0.16	)%
Low		30.96			26.06			18.80	%
Price/Earnings Ratio (b)		13.27			12.63			5.04	%
(a) December 31, 2012 risk-based capital ratios are estimated
(b) December 31, 2012 price/earnings ratio computed based on annualized fourth quarter 2012 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
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			21.05		26.06		37.22
2012		21.46		21.63		22.14			22.47		30.96		37.16
Earnings per Basic Share
	Quarter Ended
	March 31		June 30		September 30			December 31		Year-to-Date
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			0.65		2.68
2012		0.68		0.50		0.71			0.73		2.63
Earnings per Diluted Share
	Quarter Ended
	March 31		June 30		September 30			December 31		Year-to-Date
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			0.65		2.67
2012		0.67		0.50		0.71			0.73		2.61

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Three Months Ended December 31,
	2012		2011
Interest Income
Interest and fees on loans	$	25,588	$	22,998
Interest on investment securities:
Taxable		2,940		4,036
Tax-exempt		341		398
Interest on federal funds sold		15		9
Total Interest Income		28,884		27,441
Interest Expense
Interest on deposits		3,114		3,965
Interest on short-term borrowings		83		86
Interest on long-term debt		163		165
Total Interest Expense		3,360		4,216
Net Interest Income		25,524		23,225
Provision for loan losses		1,775		2,229
Net Interest Income After Provision for Loan Losses		23,749		20,996
Non-Interest Income
Total investment securities impairment losses		-		(918	)
Noncredit impairment losses recognized in other comprehensive income		-		-
Net investment securities impairment losses		-		(918	)
Gains on sale of investment securities		-		1
Net investment securities losses		-		(917	)
Service charges		7,113		6,511
Bankcard interchange fees		3,101		2,849
Insurance commissions		1,289		1,433
Trust and investment management fee income		1,112		925
Bank owned life insurance		754		728
Other income		897		599
Total Non-Interest Income		14,266		12,128
Non-Interest Expense
Salaries and employee benefits		11,301		10,320
Occupancy and equipment		2,147		1,929
Depreciation		1,234		1,100
FDIC insurance expense		407		300
Advertising		596		153
Bankcard expenses		628		566
Postage, delivery, and statement mailings		514		484
Office supplies		412		429
Legal and professional fees		437		366
Telecommunications		405		388
Repossessed asset (gains)/losses, net of expenses		146		(27	)
Merger related expenses		373		-
Other expenses		2,673		2,677
Total Non-Interest Expense		21,273		18,685
Income Before Income Taxes		16,742		14,439
Income tax expense		5,848		4,787
Net Income Available to Common Shareholders	$	10,894	$	9,652
Distributed earnings allocated to common shareholders	$	5,151	$	5,136
Undistributed earnings allocated to common shareholders		5,658		4,446
Net earnings allocated to common shareholders	$	10,809	$	9,582
Average common shares outstanding		14,755		14,743
Effect of dilutive securities:
Employee stock options		82		71
Shares for diluted earnings per share		14,837		14,814
Basic earnings per common share	$	0.73	$	0.65
Diluted earnings per common share	$	0.73	$	0.65
Dividends declared per common share	$	0.35	$	0.35
Comprehensive Income	$	9,837	$	8,446

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Twelve months ended December 31,
	2012			2011
Interest Income
Interest and fees on loans	$	96,432		$	93,414
Interest on investment securities:
Taxable		14,285			17,729
Tax-exempt		1,442			1,697
Interest on federal funds sold		53			48
Total Interest Income		112,212			112,888
Interest Expense
Interest on deposits		13,477			19,794
Interest on short-term borrowings		312			325
Interest on long-term debt		661			639
Total Interest Expense		14,450			20,758
Net Interest Income		97,762			92,130
Provision for loan losses		6,375			4,600
Net Interest Income After Provision for Loan Losses		91,387			87,530
Non-Interest Income
Total investment securities impairment losses		(878	)		(2,767	)
Noncredit impairment losses recognized in other comprehensive income		302			1,494
Net investment securities impairment losses		(576	)		(1,273	)
Gains on sale of investment securities		1,530			3,756
Net investment securities gains		954			2,483
Service charges		26,409			26,959
Bankcard interchange fees		12,406			11,150
Insurance commissions		6,071			5,946
Trust and investment management fee income		3,774			3,106
Bank owned life insurance		2,983			3,183
Other income		2,660			2,033
Total Non-Interest Income		55,257			54,860
Non-Interest Expense
Salaries and employee benefits		43,509			40,717
Occupancy and equipment		8,186			8,013
Depreciation		4,605			4,508
FDIC insurance expense		1,590			2,576
Advertising		2,589			2,007
Bankcard expenses		2,662			2,258
Postage, delivery, and statement mailings		2,079			2,099
Office supplies		1,669			1,911
Legal and professional fees		1,786			4,913
Telecommunications		1,614			1,605
Repossessed asset losses, net of expenses		1,346			272
Merger related expenses		4,708			-
Other expenses		11,058			10,262
Total Non-Interest Expense		87,401			81,141
Income Before Income Taxes		59,243			61,249
Income tax expense		20,298			20,571
Net Income Available to Common Shareholders	$	38,945		$	40,678
Distributed earnings allocated to common shareholders	$	20,603		$	20,102
Undistributed earnings allocated to common shareholders		18,034			20,280
Net earnings allocated to common shareholders	$	38,637		$	40,382
Average common shares outstanding		14,714			15,055
Effect of dilutive securities:
Employee stock options		82			75
Shares for diluted earnings per share		14,796			15,130
Basic earnings per common share	$	2.63		$	2.68
Diluted earnings per common share	$	2.61		$	2.67
Dividends declared per common share	$	1.40		$	1.37
Comprehensive Income	$	41,430		$	39,268

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited) ($ in 000s)
	Three Months Ended
	December 31, 2012			December 31, 2011
Balance at October 1	$	328,415		$	309,892
Net income		10,894			9,652
Other comprehensive income:
Change in unrealized loss on securities available-for-sale		(794	)		(288	)
Change in underfunded pension liability		(263	)		(918	)
Cash dividends declared ($0.35/share) and ($0.35/share), respectively		(5,192	)		(5,137	)
Issuance of stock award shares, net		214			201
Exercise of 3,000 stock options		-			94
Purchase of 80,000 common shares of treasury		-			(2,362	)
Balance at December 31	$	333,274		$	311,134
	Twelve Months Ended
	December 31, 2012			December 31, 2011
Balance at January 1	$	311,134		$	314,861
Net income		38,945			40,678
Other comprehensive income:
Change in unrealized gain (loss) on securities available-for-sale		2,749			(196	)
Change in unrealized (loss) on interest rate floors		-			(295	)
Change in underfunded pension liability		(264	)		(919	)
Cash dividends declared ($1.40/share) and ($1.37/share), respectively		(20,725	)		(20,533	)
Issuance of stock award shares, net		1,083			1,066
Acquisition of Virgina Savings Bancorp		7,723			-
Exercise of 18,899 stock options		544			-
Exercise of 9,576 stock options		-			262
Purchase of 237,535 common shares of treasury		(7,915	)		-
Purchase of 755,501 common shares of treasury		-			(23,790	)
Balance at December 31	$	333,274		$	311,134

CITY HOLDING COMPANY AND SUBSIDIARIES
Condensed Consolidated Quarterly Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Quarter Ended
	December 31			September 30			June 30			March 31			December 31
	2012			2012			2012			2012			2011
Interest income	$	28,884		$	28,432		$	27,466		$	27,430		$	27,441
Taxable equivalent adjustment		183			185			198			208			215
Interest income (FTE)		29,067			28,617			27,664			27,638			27,656
Interest expense		3,360			3,557			3,625			3,908			4,216
Net interest income		25,707			25,060			24,039			23,730			23,440
Provision for loan losses		1,775			975			1,675			1,950			2,229
Net interest income after provision
for loan losses		23,932			24,085			22,364			21,780			21,211
Noninterest income		14,266			14,079			13,790			13,118			12,128
Noninterest expense		21,273			21,846			24,763			19,515			18,685
Income before income taxes		16,925			16,318			11,391			15,383			14,654
Income tax expense		5,848			5,526			3,780			5,144			4,787
Taxable equivalent adjustment		183			185			198			208			215
Net income available to common shareholders	$	10,894		$	10,607		$	7,413		$	10,031		$	9,652
Distributed earnings allocated to common shareholders	$	5,151		$	5,150		$	5,146		$	5,118		$	5,136
Undistributed earnings allocated to common shareholders		5,658			5,373			2,208			4,837			4,446
Net earnings allocated to common shareholders	$	10,809		$	10,523		$	7,354		$	9,955		$	9,582
Average common shares outstanding		14,755			14,751			14,680			14,679			14,743
Effect of dilutive securities:
Employee stock options		82			83			79			80			71
Shares for diluted earnings per share		14,837			14,834			14,759			14,759			14,814
Basic earnings per common share	$	0.73		$	0.71		$	0.50		$	0.68		$	0.65
Diluted earnings per common share		0.73			0.71			0.50			0.67			0.65
Cash dividends declared per share		0.35			0.35			0.35			0.35			0.35
Net Interest Margin		3.99	%		3.95	%		3.91	%		3.98	%		3.90	%
Interest Income from Accretion Related to Fair Value Adjusments Recorded as a Result of Acquisition	$	1,658		$	936		$	-		$	-		$	-

CITY HOLDING COMPANY AND SUBSIDIARIES
Non-Interest Income and Non-Interest Expense
(Unaudited) ($ in 000s)
	Quarter Ended
	December 31		September 30			June 30			March 31			December 31
	2012		2012			2012			2012			2011
Non-Interest Income:
Service charges	$	7,113	$	6,750		$	6,497		$	6,048		$	6,511
Bankcard interchange fees		3,101		3,111			3,152			3,042			2,849
Insurance commissions		1,289		1,439			1,347			1,996			1,433
Trust and investment management fee income		1,112		912			942			807			925
Bank owned life insurance		754		738			766			723			728
Other income		897		671			558			533			599
Subtotal		14,266		13,621			13,262			13,149			13,045
Total investment securities impairment losses		-		(272	)		(606	)		-			(918	)
Noncredit impairment losses recognized in other
comprehensive income		-		-			302			-			-
Net investment securities impairment losses		-		(272	)		(304	)		-			(918	)
Gain (loss) on sale of investment securities		-		730			832			(31	)		1
Total Non-Interest Income	$	14,266	$	14,079		$	13,790		$	13,118		$	12,128
Non-Interest Expense:
Salaries and employee benefits	$	11,301	$	11,295		$	10,668		$	10,245		$	10,320
Occupancy and equipment		2,147		2,126			1,978			1,935			1,929
Depreciation		1,234		1,175			1,109			1,086			1,100
FDIC insurance expense		407		405			394			385			300
Advertising		596		674			675			644			153
Bankcard expenses		628		720			694			620			566
Postage, delivery and statement mailings		514		529			488			548			484
Office supplies		412		407			396			455			429
Legal and professional fees		437		611			421			317			366
Telecommunications		405		433			387			389			388
Repossessed asset (gains) losses, net of expenses		146		429			650			121			(27	)
Merger related expenses		373		157			4,042			135			-
Other expenses		2,673		2,885			2,861			2,635			2,677
Total Non-Interest Expense	$	21,273	$	21,846		$	24,763		$	19,515		$	18,685
Employees (Full Time Equivalent)		843		836			831			797			795
Branch Locations		73		73			73			68			68

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000s)
	December 31			December 31
	2012			2011
	(Unaudited)
Assets
Cash and due from banks	$	58,718		$	140,873
Interest-bearing deposits in depository institutions		16,276			5,526
Federal funds sold		10,000			-
Cash and cash equivalents		84,994			146,399
Investment securities available-for-sale, at fair value		377,122			360,783
Investment securities held-to-maturity, at amortized cost		13,454			23,458
Other securities		11,463			11,934
Total investment securities		402,039			396,175
Gross loans		2,146,369			1,973,103
Allowance for loan losses		(18,809	)		(19,409	)
Net loans		2,127,560			1,953,694
Bank owned life insurance		81,901			78,961
Premises and equipment, net		72,728			64,612
Accrued interest receivable		6,692			7,093
Net deferred tax assets		32,737			32,219
Intangible assets		65,057			56,164
Other assets		43,758			41,792
Total Assets	$	2,917,466		$	2,777,109
Liabilities
Deposits:
Noninterest-bearing	$	429,969		$	369,025
Interest-bearing:
Demand deposits		553,132			526,824
Savings deposits		506,869			439,823
Time deposits		919,346			885,596
Total deposits		2,409,316			2,221,268
Short-term borrowings
Federal Funds purchased		-			75,000
Customer repurchase agreements		114,646			114,050
Long-term debt		16,495			16,495
Other liabilities		43,735			39,162
Total Liabilities		2,584,192			2,465,975
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 December 31, 2012 and December 31, 2011
less 3,665,999 and 3,717,993 shares in treasury, respectively		46,249			46,249
Capital surplus		103,524			103,335
Retained earnings		309,270			291,050
Cost of common stock in treasury		(124,347	)		(125,593	)
Accumulated other comprehensive loss:
Unrealized gain on securities available-for-sale		3,573			825
Underfunded pension liability		(4,995	)		(4,732	)
Total Accumulated Other Comprehensive Loss		(1,422	)		(3,907	)
Total Stockholders' Equity		333,274			311,134
Total Liabilities and Stockholders' Equity	$	2,917,466		$	2,777,109

CITY HOLDING COMPANY AND SUBSIDIARIES
Investment Portfolio
(Unaudited) ($ in 000s)
	Original Cost		Credit-Related Net Investment Impairment Losses through December 31, 2012			Unrealized Gains (Losses)			Carrying Value
US Government Agencies	$	3,792	$	-		$	96		$	3,888
Mortgage Backed Securities		282,572		-			7,182			289,754
Municipal Bonds		47,293		-			1,636			48,929
Pooled Bank Trust Preferreds		26,917		(20,171	)		(3,206	)		3,540
Single Issuer Bank Trust Preferreds,
Subdebt of Financial Institutions, and
Bank Holding Company Preferred Stocks		40,401		(1,015	)		(880	)		38,506
Money Markets and Mutual Funds		1,724		-			50			1,774
Federal Reserve Bank and FHLB stock		11,463		-			-			11,463
Community Bank Equity Positions		8,194		(4,813	)		804			4,185
Total Investments	$	422,356	$	(25,999	)	$	5,682		$	402,039

CITY HOLDING COMPANY AND SUBSIDIARIES
Loan Portfolio
(Unaudited) ($ in 000s)
	December 31		September 30		June 30		March 31		December 31
	2012		2012		2012		2012		2011
Residential real estate (1)	$	1,031,435	$	1,008,305	$	997,016	$	939,611	$	929,788
Home equity - junior liens		143,110		143,058		143,400		139,764		141,797
Commercial and industrial		108,739		105,027		116,288		108,707		130,899
Commercial real estate (2)		821,970		787,887		768,176		745,586		732,146
Consumer		36,564		38,285		37,383		35,448		35,845
DDA overdrafts		4,551		2,670		3,326		2,848		2,628
Gross Loans	$	2,146,369	$	2,085,232	$	2,065,589	$	1,971,964	$	1,973,103
Construction loans included in:
(1) - Residential real estate loans	$	15,408	$	12,787	$	11,919	$	11,613	$	9,287
(2) - Commercial real estate loans	$	15,352	$	17,072	$	18,544	$	20,661	$	20,201
CITY HOLDING COMPANY AND SUBSIDIARIES
Acquisition Activity - Accretion
(Unaudited) ($ in millions)
The following table presents the accretion related to the fair value adjustments on net interest income recorded as a result of the Virginia Savings Bancorp acquisition completed on May 31, 2012.
					Loan		Certificates of
			Year Ended:		Accretion(a)		Deposit(a)		Total
				2012	$	2.4	$	0.2	$	2.6
				2013		2.2		0.4		2.6
				2014		1.1		0.4		1.4
				2015		0.8		0.3		1.1
			Thereafter			1.5		1.1		2.5
a - 2012 amounts are based on actual results. 2013, 2014, 2015, and Thereafter 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 December 31,
				2012								2011
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets:
Loan portfolio (1):
Residential real estate (2)	$	1,152,921		$	12,267		4.23	%	$	1,060,133		$	12,043		4.51	%
Commercial, financial, and agriculture (3)		901,966			11,420		5.04	%		833,217			9,463		4.51	%
Installment loans to individuals (4), (5)		49,596			1,007		8.08	%		47,515			805		6.72	%
Previously securitized loans (6)		***			894		***			85			687		3206.59	%
Total loans		2,104,483			25,588		4.84	%		1,940,950			22,998		4.70	%
Securities:
Taxable		380,897			2,940		3.07	%		366,024			4,036		4.37	%
Tax-exempt (7)		35,847			524		5.82	%		42,968			613		5.66	%
Total securities		416,744			3,464		3.31	%		408,992			4,649		4.51	%
Deposits in depository institutions		7,431			-		-			7,183			-		-
Federal funds sold		32,876			15		0.18	%		25,714			9		0.14	%
Total interest-earning assets		2,561,534			29,067		4.51	%		2,382,839			27,656		4.60	%
Cash and due from banks		70,075								62,176
Bank premises and equipment		72,702								65,030
Other assets		230,098								212,106
Less:  Allowance for loan losses		(19,551	)							(19,777	)
Total assets	$	2,914,858							$	2,702,374
Liabilities:
Interest-bearing demand deposits		540,107			165		0.12	%		501,570			184		0.15	%
Savings deposits		498,027			183		0.15	%		433,480			233		0.21	%
Time deposits (8)		923,025			2,766		1.19	%		886,187			3,548		1.59	%
Short-term borrowings		128,706			83		0.26	%		130,154			86		0.26	%
Long-term debt		16,495			163		3.93	%		16,495			165		3.97	%
Total interest-bearing liabilities		2,106,360			3,360		0.63	%		1,967,886			4,216		0.85	%
Noninterest-bearing demand deposits		434,429								387,459
Other liabilities		39,120								32,134
Stockholders' equity		334,949								314,895
Total liabilities and
stockholders' equity	$	2,914,858							$	2,702,374
Net interest income				$	25,707							$	23,440
Net yield on earning assets							3.99	%							3.90	%
(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 on residential real estate loans includes $0.1 million of accretion related to the fair value market adjustments due to the acquisition of Virginia Savings Bancorp.
(3) - Interest income on commercial, financial, and agriculture loans includes $1.4 million of accretion related to the fair value market adjustments due to the acquisition of Virginia Savings Bancorp.
(4) - Interest income on installment loans to individuals includes $0.1 million of accretion related to the fair value market adjustments due to the acquisition of Virginia Savings Bancorp.
(5) Includes the Company’s consumer and DDA overdrafts loan categories.
(6) Effective January 1, 2012, the carrying value of the Company's previously securitized loans was reduced to $0.
(7)Computed on a fully federal tax-equivalent basis assuming a tax rate of approximately 35%.
(8) - Interest expense on time deposits includes $0.1 million in accretion of the fair market value adjustments related to the acquisition of Virginia Savings Bancorp.

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Average Balance Sheets, Yields, and Rates
(Unaudited) ($ in 000s)
	Twelve Months Ended December 31,
				2012								2011
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets:
Loan portfolio (1):
Residential real estate (2), (3)	$	1,114,653		$	49,000		4.40	%	$	1,040,460		$	48,948		4.70	%
Commercial, financial, and agriculture (4), (5)		880,502			40,815		4.64	%		812,401			37,955		4.67	%
Installment loans to individuals (6, (7))		46,721			3,311		7.09	%		46,167			3,375		7.31	%
Previously securitized loans (8)		***			3,306		***			360			3,136		871.11	%
Total loans		2,041,876			96,432		4.72	%		1,899,388			93,414		4.92	%
Securities:
Taxable		371,092			14,285		3.85	%		408,472			17,729		4.34	%
Tax-exempt (9)		38,339			2,218		5.79	%		46,041			2,611		5.67	%
Total securities		409,431			16,503		4.03	%		454,513			20,340		4.48	%
Deposits in depository institutions		7,258			-		-			7,655			-		-
Federal funds sold		30,507			53		0.17	%		29,928			48		0.16	%
Total interest-earning assets		2,489,072			112,988		4.54	%		2,391,484			113,802		4.76	%
Cash and due from banks		74,193								58,247
Bank premises and equipment		69,772								64,678
Other assets		223,783								206,724
Less:  Allowance for loan losses		(19,586	)							(19,413	)
Total assets	$	2,837,234							$	2,701,720
Liabilities:
Interest-bearing demand deposits		534,211			697		0.13	%		493,433			895		0.18	%
Savings deposits		479,760			759		0.16	%		420,212			1,023		0.24	%
Time deposits (10)		909,951			12,021		1.32	%		927,789			17,876		1.93	%
Short-term borrowings		121,780			312		0.26	%		123,569			325		0.26	%
Long-term debt		16,495			661		4.01	%		16,495			639		3.87	%
Total interest-bearing liabilities		2,062,197			14,450		0.70	%		1,981,498			20,758		1.05	%
Noninterest-bearing demand deposits		414,969								379,980
Other liabilities		34,995								24,081
Stockholders' equity		325,073								316,161
Total liabilities and
stockholders' equity	$	2,837,234							$	2,701,720
Net interest income				$	98,538							$	93,044
Net yield on earning assets							3.96	%							3.89	%
(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 $0.6 million from interest rate floors for the twelve months ended December 31, 2011.
(3) - Interest income on residential real estate loans includes $0.7 million of accretion related to the fair value market adjustments due to the acquisition of Virginia Savings Bancorp.
(4) Includes the Company’s commercial and industrial and commercial real estate loan categories. Interest income includes $0.5 million from interest rate floors for the twelve months ended December 31, 2011.
(5) - Interest income on commercial, financial, and agriculture loans includes $1.6 million of accretion related to the fair value market adjustments due to the acquisition of Virginia Savings Bancorp.
(6) Includes the Company’s consumer and DDA overdrafts loan categories.
(7) - Interest income on installment loans to individuals includes $0.1 million of accretion related to the fair value market adjustments due to the acquisition of Virginia Savings Bancorp.
(8) Effective January 1, 2012, the carrying value of the Company's previously securitized loans was reduced to $0.
(9)Computed on a fully federal tax-equivalent basis assuming a tax rate of approximately 35%.
(10) - Interest expense on time deposits includes $0.2 million in accretion of the fair market value adjustments related to the acquisition of Virginia Savings Bancorp.

CITY HOLDING COMPANY AND SUBSIDIARIES
Analysis of Risk-Based Capital
(Unaudited) ($ in 000s)
	December 31			September 30			June 30			March 31			December 31
	2012 (a)			2012			2012			2012			2011
Tier I Capital:
Stockholders' equity	$	333,274		$	328,415		$	320,622		$	316,046		$	311,134
Goodwill and other intangibles		(64,866	)		(64,912	)		(64,971	)		(55,871	)		(55,969	)
Accumulated other comprehensive loss		1,422			365			2,477			1,737			3,907
Qualifying trust preferred stock		16,000			16,000			16,000			16,000			16,000
Unrealized loss on AFS securities		-			-			-			-			(448	)
Excess deferred tax assets		(6,577	)		(7,472	)		(7,847	)		(4,020	)		(5,897	)
Total tier I capital	$	279,254		$	272,397		$	266,282		$	273,892		$	268,727
Total Risk-Based Capital:
Tier I capital	$	279,254		$	272,397		$	266,282		$	273,892		$	268,727
Qualifying allowance for loan losses		18,809			18,986			19,452			18,628			19,409
Total risk-based capital	$	298,063		$	291,383		$	285,734		$	292,520		$	288,136
Net risk-weighted assets	$	2,152,622		$	2,112,581		$	2,136,249		$	2,050,520		$	2,048,398
Ratios:
Average stockholders' equity to average assets		11.49	%		11.32	%		11.47	%		11.55	%		11.65	%
Tangible capital ratio		9.40	%		9.29	%		9.03	%		9.54	%		9.37	%
Risk-based capital ratios:
Tier I capital		12.97	%		12.89	%		12.46	%		13.36	%		13.12	%
Total risk-based capital		13.85	%		13.79	%		13.38	%		14.27	%		14.07	%
Leverage capital		9.82	%		9.67	%		9.74	%		10.23	%		10.18	%
(a) December 31, 2012 risk-based capital ratios are estimated
CITY HOLDING COMPANY AND SUBSIDIARIES
Intangibles
(Unaudited) ($ in 000s)
	As of and for the Quarter Ended
	December 31			September 30			June 30			March 31			December 31
		2012			2012			2012			2012			2011
Intangibles, net	$	65,057		$	65,103		$	65,162		$	56,066		$	56,164
Intangibles amortization expense		135			135			109			98			102

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Loan Loss Experience
(Unaudited) ($ in 000s)
	Quarter Ended
	December 31			September 30			June 30			March 31			December 31
	2012			2012			2012			2012			2011
Balance at beginning of period	$	18,986		$	19,452		$	18,628		$	19,409		$	19,848
Charge-offs:
Commercial and industrial		100			9			48			69			247
Commercial real estate		1,744			845			26			1,989			1,650
Residential real estate		284			252			296			198			176
Home equity		366			133			347			509			475
Consumer		42			53			36			59			31
DDA overdrafts		394			418			375			335			394
Total charge-offs		2,930			1,710			1,128			3,159			2,973
Recoveries:
Commercial and industrial		19			10			-			3			15
Commercial real estate		190			3			-			96			-
Residential real estate		7			8			3			4			10
Home equity		6			1			10			1			1
Consumer		45			26			35			29			29
DDA overdrafts		711			221			229			295			250
Total recoveries		978			269			277			427			305
Net charge-offs		1,952			1,441			851			2,731			2,668
Provision for loan losses		1,775			975			1,675			1,950			2,229
Balance at end of period	$	18,809		$	18,986		$	19,452		$	18,628		$	19,409
Loans outstanding	$	2,146,369		$	2,085,232		$	2,065,589		$	1,971,964		$	1,973,103
Average loans outstanding		2,104,483			2,070,264			2,019,281			1,972,478			1,940,950
Allowance as a percent of loans outstanding		0.88	%		0.91	%		0.94	%		0.94	%		0.98	%
Allowance as a percent of non-performing loans		84.67	%		82.61	%		88.92	%		88.78	%		87.76	%
Net charge-offs (annualized) as a
percent of average loans outstanding		0.37	%		0.28	%		0.17	%		0.55	%		0.55	%
Net charge-offs, excluding overdraft deposit accounts,
(annualized) as a percent of average loans outstanding		0.43	%		0.24	%		0.14	%		0.55	%		0.52	%

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Non-Performing Assets
(Unaudited) ($ in 000s)
	December 31			September 30			June 30			March 31			December 31
	2012			2012			2012			2012			2011
Nonaccrual loans	$	21,935		$	22,586		$	21,726		$	20,420		$	21,951
Accruing loans past due 90 days or more		280			397			149			562			166
Total non-performing loans		22,215			22,983			21,875			20,982			22,117
Other real estate owned		8,162			9,017			8,697			8,250			7,948
Total non-performing assets	$	30,377		$	32,000		$	30,572		$	29,232		$	30,065
Non-performing assets as a percent of loans and
other real estate owned		1.41	%		1.53	%		1.47	%		1.48	%		1.52	%
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Total Past Due Loans
(Unaudited) ($ in 000s)
	December 31			September 30			June 30			March 31			December 31
		2012			2012			2012			2012			2011
Residential real estate	$	5,748		$	4,909		$	5,575		$	4,108		$	5,362
Home equity		2,893			2,643			1,864			1,560			2,246
Commercial and industrial		496			25			540			63			1,243
Commercial real estate		689			1,271			3,145			2,636			3,415
Consumer		121			136			90			58			138
DDA overdrafts		281			319			364			304			909
Total past due loans	$	10,228		$	9,303		$	11,578		$	8,729		$	13,313
Past due  loans as a percent of loans outstanding		0.48	%		0.45	%		0.56	%		0.44	%		0.67	%