8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported)

April 23, 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 April 23, 2013, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing the Company’s earnings results for the first quarter ended March 31, 2013. Furnished as Exhibit 99.1 and incorporated herein by reference is the news release issued by the Company.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 News Release issued April 23, 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: April 26, 2013	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

April 23, 2013

For Further Information Contact:

Charles R. Hageboeck, Chief Executive Officer and President

(304) 769-1102

City Holding Company Announces First Quarter Results

Charleston, West Virginia – City Holding Company, “the Company” (NASDAQ:CHCO), a $3.4 billion bank holding company headquartered in Charleston, today announced first quarter net income per diluted share of $0.51 and net income of $8.0 million.  The results for the first quarter of 2013 include $5.5 million, or $0.23 diluted per share on an after tax basis, of acquisition and integration expenses related to the acquisition of Community Financial Corporation (”Community Bank”).  For the first quarter of 2013, the Company achieved a return on assets of 0.96%, a return on tangible equity of 11.3%, a net interest margin of 4.18%, and an efficiency ratio of 66.5%.  Excluding the acquisition and integration expenses, the Company would have reported net income of $11.7 million, a return on assets of 1.40%, a return on tangible equity of 16.4%, and an efficiency ratio of 53.9% for the first quarter of 2013.

City’s CEO Charles Hageboeck stated that, “During the first quarter of 2013, we continued to expand our footprint in Virginia by successfully completing our acquisition of Community Bank.  This marked our second acquisition in Virginia in the last 12 months and the ten branches of Community Bank added approximately $381 million in deposits and $363 million in loans, net of the credit mark of $45 million.  We are excited about our growth in Virginia and look forward to ongoing efforts to further develop our Virginia presence.”

“Our net interest income increased $4.0 million from the fourth quarter of 2012 due to the acquisition of Community Bank and correspondingly, our net interest margin increased from 3.99% in the fourth quarter of 2012 to 4.18% in the first quarter of 2013.  Noninterest income increased $1.1 million from the first quarter of 2012 due to our acquisitions of Virginia Savings Bancorp, Inc. (“Virginia Savings”) and Community Bank and increased mortgage-related lending activity and trust and investment management fee income.”

 “In March 2013, we announced a 6% increase in our quarterly dividend from 35 cents per share to 37 cents per share.  This increase is based on the Company’s current strong liquidity position, our outstanding financial performance in 2012 and our confidence in the Company being able to sustain this performance,” Hageboeck concluded.

Net Interest Income

The Company’s tax equivalent net interest income increased $4.0 million, or 15.7%, from $25.7 million during the fourth quarter of 2012 to $29.7 million during the first quarter of 2013.  This increase is due to the acquisition of Community Bank as of January 10, 2013 and an increase in the accretion related to the acquisitions of Virginia Savings and Community Bank.  The Company’s reported net interest margin increased from 3.99% for the fourth quarter of 2012 to 4.18% for the first quarter of 2013.  Excluding the favorable impact of the accretion from the fair value adjustments ($2.2 million for the quarter ended March 31, 2013 and $1.7 million for the quarter ended December 31, 2012), the net interest margin would have been 3.87% for the quarter ended March 31, 2013 and 3.73% for the quarter ended December 31, 2012.

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 $1.7 million in the first quarter of 2013, compared to $1.95 for the comparable period in 2012 and $1.8 million for the fourth quarter of 2012.  The provision for loan losses recorded in the first quarter of 2013 reflects difficulties of certain commercial borrowers of the Company during the quarter, the downgrade of their related credits and management’s assessment of the impact of these difficulties on the ultimate collectability of the loans.  Changes in the amount of the provision and related allowance are based on the Company’s detailed systematic methodology and are directionally consistent with changes in the composition and quality of the Company’s loan portfolio. The Company believes its methodology for determining the adequacy of its ALLL adequately provides for probable losses inherent in the loan portfolio and produces a provision and allowance for loan losses that is directionally consistent with changes in asset quality and loss experience.

Non-interest Income

Excluding investment security transactions, non-interest income increased $1.1 million to $14.2 million in the first quarter of 2013 as compared to $13.1 million in the first quarter of 2012.  Service charges increased $0.5 million, or 8.1%, to $6.5 million while bankcard revenues increased $0.2 million, or 5.2%, to $3.2 million.  These increases were primarily due to the acquisitions of Virginia Savings and Community Bank.  In addition, other income increased $0.3 million or 62.5%, to $0.9 million primarily as a result of increased mortgage related revenues.  Trust and investment management fee income increased $0.2 million, or 22.7%, to $1.0 million due to core growth, as Virginia Savings and Community Bank did not offer these services.

2

Non-interest Expenses

During the first quarter of 2013, the Company completed its acquisition of Community Bank and recognized $5.5 million of acquisition and integration expenses.  Excluding these expenses, non-interest expenses increased $4.4 million, from $19.5 million in the first quarter of 2012 to $23.9 million in the first quarter of 2013.  This increase was primarily related to higher salaries and employee benefits ($2.7 million) due to the acquisitions of Virginia Savings and Community Bank ($1.9 million), higher pension costs ($0.3 million), and higher health insurance ($0.2 million).  In addition, other expenses increased $0.7 million, occupancy and equipment expense increased $0.5 million and depreciation increased $0.3 million.  These increases were primarily attributable to the acquisitions of Virginia Savings and Community Bank.

Balance Sheet Trends

Loans have increased $350.7 million (16.3%) from December 31, 2012 to $2.50 billion at March 31, 2013, primarily due to the Company’s acquisition of Community Bank ($370.9 million).  Excluding the Community Bank acquisition, loans have decreased $20.2 million (1.0%) from December 31, 2012 to $2.13 billion at March 31, 2013.  Consumer loans declined $5.4 million (14.7%), commercial real estate loans decreased $5.1 million (0.6%), home equity loans declined $5.0 million (3.5%) and commercial and industrial (“C&I”) loans decreased $4.8 million (4.4%).  The Company strategically decided to reduce consumer loans due to the acquisition of an indirect portfolio of auto loans associated with Community Bank.  These loans have higher loss percentages compared to the Company’s historical consumer portfolio.  In addition, the Company has opted to allow certain other high risk loans to exit the portfolio.

Total average depository balances increased $397.1 million, or 16.6%, from the quarter ended December 31, 2012 to the quarter ended March 31, 2013.  This growth was primarily attributable to deposits acquired from Community Bank ($337.3 million).  Exclusive of this contribution, noninterest-bearing deposits increased $24.5 million, interest-bearing deposits increased $21.0 million, and savings deposits increased $16.1 million.

Income Tax Expense

The Company’s effective income tax rate for the first quarter of 2013 was 37.4% compared to 34.3% for the year ended December 31, 2012, and 33.9% for the quarter ended March 31, 2012.  As a result of the Company’s acquisition of Community Bank during the first quarter of 2013, the Company’s effective tax rate for 2013 is expected to decrease from 34.3% for the year ending December 31, 2012 to 33.7% for the year ending December 31, 2013.  Due to this decline in the effective rate, the Company’s net deferred tax assets are expected to be realized at a lower effective rate, and as a result, the Company’s net deferred tax asset was reduced by $0.5 million in the first quarter ($0.03 diluted per share).

3

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 86.6% and the loan to asset ratio was 72.9% at March 31, 2013.  The Company maintained investment securities totaling 10.7% of assets as of this date.  Further, the Company’s deposit mix is weighted heavily toward checking and saving accounts that fund 51.3% of assets at March 31, 2013.  Time deposits fund 32.9% of assets at March 31, 2013, 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 continues to be strongly capitalized. The Company’s tangible equity ratio was 8.6% at March 31, 2013 compared to 9.4% at December 31, 2012.  At March 31, 2013, City National Bank’s Leverage Ratio is 8.70%, its Tier I Capital ratio is 11.53%, and its Total Risk-Based Capital ratio is 12.34%.  These regulatory capital ratios are significantly above levels required to be considered “well capitalized,” which is the highest possible regulatory designation.

On March 28, 2013, the Board approved a quarterly cash dividend of $0.37 cents per share payable April 30, 2013, to shareholders of record as of April 15, 2013.

City Holding Company is the parent company of City National Bank of West Virginia.  City National operates 83 branches across 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. 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 March 31, 2013 Form 10-Q.  The Company will continue to evaluate the impact of any subsequent events on the preliminary March 31, 2013 results and will adjust the amounts if necessary.

4

CITY HOLDING COMPANY AND SUBSIDIARIES
Financial Highlights
(Unaudited)
	Three Months Ended March 31,						Percent
	2013			2012			Change
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	29,745		$	23,730			25.35	%
Net Income available to common shareholders		7,987			10,031			(20.38	)%
Earnings per Basic Share		0.51			0.68			(24.51	)%
Earnings per Diluted Share		0.51			0.67			(24.84	)%
Key Ratios (percent):
Return on Average Assets		0.96	%		1.47	%		(34.36	)%
Return on Average Tangible Equity		11.26	%		15.42	%		(27.00	)%
Net Interest Margin		4.18	%		3.98	%		5.08	%
Efficiency Ratio		66.52	%		52.95	%		25.62	%
Average Shareholders' Equity to Average Assets		10.74	%		11.55	%		(7.06	)%
Consolidated Risk Based Capital Ratios (a):
Tier I		11.90	%		13.36	%		(10.93	)%
Total		12.74	%		14.27	%		(10.72	)%
Tangible Equity to Tangible Assets		8.61	%		9.54	%		(9.71	)%
Common Stock Data:
Cash Dividends Declared per Share	$	0.37		$	0.35			5.71	%
Book Value per Share		23.27			21.46			8.48	%
Tangible Book Value per Share		18.44			17.65			4.46	%
Market Value per Share:
High		40.05			37.16			7.78	%
Low		36.07			32.59			10.68	%
End of Period		39.79			34.74			14.54	%
Price/Earnings Ratio (b)		19.43			12.81			51.72	%
(a) March 31, 2013 risk-based capital ratios are estimated
(b) March 31, 2013 price/earnings ratio computed based on annualized first quarter 2013 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
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
2013		23.27								36.07		40.05
Earnings per Basic Share
	Quarter Ended
	March 31		June 30		September 30		December 31		Year-to-Date
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
2013		0.51								0.51
Earnings per Diluted Share
	Quarter Ended
	March 31		June 30		September 30		December 31		Year-to-Date
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
2013		0.51								0.51

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Three Months Ended March 31,
	2013			2012
Interest Income
Interest and fees on loans	$	29,939		$	23,068
Interest on investment securities:
Taxable		2,750			3,964
Tax-exempt		324			387
Interest on federal funds sold		13			11
Total Interest Income		33,026			27,430
Interest Expense
Interest on deposits		3,227			3,668
Interest on short-term borrowings		71			73
Interest on long-term debt		157			167
Total Interest Expense		3,455			3,908
Net Interest Income		29,571			23,522
Provision for loan losses		1,738			1,950
Net Interest Income After Provision for Loan Losses		27,833			21,572
Non-Interest Income
Total investment securities impairment losses		-			-
Noncredit impairment losses recognized in other comprehensive income		-			-
Net investment securities impairment losses		-			-
Gains (losses) on sale of investment securities		84			(31	)
Net investment securities losses		84			(31	)
Service charges		6,535			6,048
Bankcard revenue		3,199			3,042
Insurance commissions		1,840			1,996
Trust and investment management fee income		990			807
Bank owned life insurance		812			723
Other income		866			533
Total Non-Interest Income		14,326			13,118
Non-Interest Expense
Salaries and employee benefits		12,949			10,245
Occupancy and equipment		2,472			1,935
Depreciation		1,399			1,086
FDIC insurance expense		511			385
Advertising		735			644
Bankcard expenses		727			620
Postage, delivery, and statement mailings		605			548
Office supplies		441			455
Legal and professional fees		435			447
Telecommunications		445			389
Repossessed asset (gains)/losses, net of expenses		(155	)		121
Merger related expenses		5,540			-
Other expenses		3,299			2,640
Total Non-Interest Expense		29,403			19,515
Income Before Income Taxes		12,756			15,175
Income tax expense		4,769			5,144
Net Income Available to Common Shareholders	$	7,987		$	10,031
Distributed earnings allocated to common shareholders	$	5,747		$	5,118
Undistributed earnings allocated to common shareholders		2,175			4,837
Net earnings allocated to common shareholders	$	7,922		$	9,955
Average common shares outstanding		15,473			14,679
Effect of dilutive securities:
Employee stock options		154			80
Shares for diluted earnings per share		15,627			14,759
Basic earnings per common share	$	0.51		$	0.68
Diluted earnings per common share	$	0.51		$	0.67
Dividends declared per common share	$	0.37		$	0.35
Comprehensive Income	$	8,077		$	12,201

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited) ($ in 000s)
	Three Months Ended
	March 31, 2013			March 31, 2012
Balance at January 1	$	333,274		$	311,134
Net income		7,987			10,031
Other comprehensive income:
Change in unrealized loss on securities available-for-sale		90			2,170
Cash dividends declared ($0.37/share) and ($0.35/share), respectively		(6,064	)		(5,144	)
Issuance of stock award shares, net		1,380			442
Acquisition of Community Financial Corporation		26,405			-
Exercise of 42,250 stock options		1,397			-
Exercise of 16,899 stock options		-			485
Purchase of 88,000 common shares of treasury		-			(3,072	)
Balance at March 31	$	364,469		$	316,046

CITY HOLDING COMPANY AND SUBSIDIARIES
Condensed Consolidated Quarterly Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Quarter Ended
	March 31			December 31			September 30			June 30			March 31
	2013			2012			2012			2012			2012
Interest income	$	33,026		$	28,884		$	28,432		$	27,466		$	27,430
Taxable equivalent adjustment		174			183			185			198			208
Interest income (FTE)		33,200			29,067			28,617			27,664			27,638
Interest expense		3,455			3,360			3,557			3,625			3,908
Net interest income		29,745			25,707			25,060			24,039			23,730
Provision for loan losses		1,738			1,775			975			1,675			1,950
Net interest income after provision
for loan losses		28,007			23,932			24,085			22,364			21,780
Noninterest income		14,326			14,266			14,079			13,790			13,118
Noninterest expense		29,403			21,273			21,846			24,763			19,515
Income before income taxes		12,930			16,925			16,318			11,391			15,383
Income tax expense		4,769			5,848			5,526			3,780			5,144
Taxable equivalent adjustment		174			183			185			198			208
Net income available to common shareholders	$	7,987		$	10,894		$	10,607		$	7,413		$	10,031
Distributed earnings allocated to common shareholders	$	5,747		$	5,151		$	5,150		$	5,146		$	5,118
Undistributed earnings allocated to common shareholders		2,175			5,658			5,373			2,208			4,837
Net earnings allocated to common shareholders	$	7,922		$	10,809		$	10,523		$	7,354		$	9,955
Average common shares outstanding		15,473			14,755			14,751			14,680			14,679
Effect of dilutive securities:
Employee stock options		154			82			83			79			80
Shares for diluted earnings per share		15,627			14,837			14,834			14,759			14,759
Basic earnings per common share	$	0.51		$	0.73		$	0.71		$	0.50		$	0.68
Diluted earnings per common share		0.51			0.73			0.71			0.50			0.67
Cash dividends declared per share		0.37			0.35			0.35			0.35			0.35
Net Interest Margin		4.18	%		3.99	%		3.95	%		3.91	%		3.98	%
Interest Income from Accretion Related to Fair Value Adjusments Recorded as a Result of Acquisition	$	2,181		$	1,658		$	936		$	-		$	-

CITY HOLDING COMPANY AND SUBSIDIARIES
Non-Interest Income and Non-Interest Expense
(Unaudited) ($ in 000s)
	Quarter Ended
	March 31			December 31		September 30			June 30			March 31
	2013			2012		2012			2012			2012
Non-Interest Income:
Service charges	$	6,535		$	7,113	$	6,750		$	6,497		$	6,048
Bankcard revenue		3,199			3,101		3,111			3,152			3,042
Insurance commissions		1,840			1,289		1,439			1,347			1,996
Trust and investment management fee income		990			1,112		912			942			807
Bank owned life insurance		812			754		738			766			723
Other income		866			897		671			558			533
Subtotal		14,242			14,266		13,621			13,262			13,149
Total investment securities impairment losses		-			-		(272	)		(606	)		-
Noncredit impairment losses recognized in other
comprehensive income		-			-		-			302			-
Net investment securities impairment losses		-			-		(272	)		(304	)		-
Gain (loss) on sale of investment securities		84			-		730			832			(31	)
Total Non-Interest Income	$	14,326		$	14,266	$	14,079		$	13,790		$	13,118
Non-Interest Expense:
Salaries and employee benefits	$	12,949		$	11,301	$	11,295		$	10,668		$	10,245
Occupancy and equipment		2,472			2,147		2,126			1,978			1,935
Depreciation		1,399			1,234		1,175			1,109			1,086
FDIC insurance expense		511			407		405			394			385
Advertising		735			596		674			675			644
Bankcard expenses		727			628		720			694			620
Postage, delivery and statement mailings		605			514		529			488			548
Office supplies		441			412		407			396			455
Legal and professional fees		435			437		611			421			317
Telecommunications		445			405		433			387			389
Repossessed asset (gains) losses, net of expenses		(155	)		146		429			650			121
Merger related expenses		5,540			373		157			4,042			135
Other expenses		3,299			2,673		2,885			2,861			2,635
Total Non-Interest Expense	$	29,403		$	21,273	$	21,846		$	24,763		$	19,515
Employees (Full Time Equivalent)		932			843		836			831			797
Branch Locations		83			73		73			73			68

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000s)
	March 31			December 31
	2013			2012
	(Unaudited)
Assets
Cash and due from banks	$	191,865		$	58,718
Interest-bearing deposits in depository institutions		6,872			16,276
Federal funds sold		35,000			10,000
Cash and cash equivalents		233,737			84,994
Investment securities available-for-sale, at fair value		348,146			377,122
Investment securities held-to-maturity, at amortized cost		8,383			13,454
Other securities		11,502			11,463
Total investment securities		368,031			402,039
Gross loans		2,497,023			2,146,369
Allowance for loan losses		(19,721	)		(18,809	)
Net loans		2,477,302			2,127,560
Bank owned life insurance		89,645			81,901
Premises and equipment, net		82,002			72,728
Accrued interest receivable		8,701			6,692
Net deferred tax assets		45,983			32,737
Intangible assets		75,750			65,057
Other assets		46,067			43,758
Total Assets	$	3,427,218		$	2,917,466
Liabilities
Deposits:
Noninterest-bearing	$	525,870		$	429,969
Interest-bearing:
Demand deposits		629,244			553,132
Savings deposits		603,191			506,869
Time deposits		1,125,946			919,346
Total deposits		2,884,251			2,409,316
Short-term borrowings
Customer repurchase agreements		116,427			114,646
Long-term debt		16,495			16,495
Other liabilities		45,576			43,735
Total Liabilities		3,062,749			2,584,192
Stockholders' Equity
Preferred stock, par value $25 per share: 500,000 shares authorized; none issued		-			-
Common stock, par value $2.50 per share: 50,000,000 shares authorized;
18,499,282 shares issued at March 31, 2013 and December 31, 2012
less 2,839,589 and 3,665,999 shares in treasury, respectively		46,249			46,249
Capital surplus		107,977			103,524
Retained earnings		311,193			309,270
Cost of common stock in treasury		(98,240	)		(124,347	)
Accumulated other comprehensive loss:
Unrealized gain on securities available-for-sale		3,664			3,573
Underfunded pension liability		(6,374	)		(4,995	)
Total Accumulated Other Comprehensive Loss		(2,710	)		(1,422	)
Total Stockholders' Equity		364,469			333,274
Total Liabilities and Stockholders' Equity	$	3,427,218		$	2,917,466

CITY HOLDING COMPANY AND SUBSIDIARIES
Investment Portfolio
(Unaudited) ($ in 000s)
	Original Cost		Credit-Related Net Investment Impairment Losses through March 31, 2013			Unrealized Gains (Losses)			Carrying Value
US Government Agencies	$	3,295	$	-		$	88		$	3,383
Mortgage Backed Securities		257,098		-			5,906			263,004
Municipal Bonds		44,311		-			1,490			45,801
Pooled Bank Trust Preferreds		26,839		(20,171	)		(3,166	)		3,502
Single Issuer Bank Trust Preferreds,
Subdebt of Financial Institutions, and
Bank Holding Company Preferred Stocks		35,360		(1,015	)		(110	)		34,235
Money Markets and Mutual Funds		1,724		-			39			1,763
Federal Reserve Bank and FHLB stock		11,502		-			-			11,502
Community Bank Equity Positions		8,194		(4,813	)		1,460			4,841
Total Investments	$	388,323	$	(25,999	)	$	5,707		$	368,031

CITY HOLDING COMPANY AND SUBSIDIARIES
Loan Portfolio
(Unaudited) ($ in 000s)
		March 31		December 31		September 30		June 30		March 31
		2013		2012		2012		2012		2012
Residential real estate (1)		$	1,149,411	$	1,031,435	$	1,008,305	$	997,016	$	939,611
Home equity - junior liens			138,333		143,110		143,058		143,400		139,764
Commercial and industrial			149,677		108,739		105,027		116,288		108,707
Commercial real estate (2)			1,001,453		821,970		787,887		768,176		745,586
Consumer			55,274		36,564		38,285		37,383		35,448
DDA overdrafts			2,876		4,551		2,670		3,326		2,848
Gross Loans		$	2,497,024	$	2,146,369	$	2,085,232	$	2,065,589	$	1,971,964
Construction loans included in:
(1) - Residential real estate loans		$	16,884	$	15,408	$	12,787	$	11,919	$	11,613
(2) - Commercial real estate loans		$	26,163	$	15,352	$	17,072	$	18,544	$	20,661
CITY HOLDING COMPANY AND SUBSIDIARIES
Acquisition Activity - Accretion
(Unaudited) ($ in millions)
The following table presents the actual and forecasted accretion related to the fair value adjustments on net interest income recorded as a result of the Virginia Savings Bancorp (VSB) and Community Financial Corporation (Community) acquisitions.
		VSB				Community
		Loan		Certificates of		Loan		Certificates of
Year Ended:		Accretion(a)		Deposit(a)		Accretion(a)		Deposit(a)		Total
	1Q 2013	$	985	$	178	$	858	$	160	$	2,181
Remainder 2013			1,318		364		2,800		480		4,962
	2014		1,001		537		3,043		294		4,875
	2015		790		518		1,750		160		3,218
Thereafter			1,252		497		6,791		46		8,586
a - 1Q 2013 amounts are based on actual results. Remainder 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 March 31,
				2013								2012
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets:
Loan portfolio (1):
Residential real estate (2)	$	1,277,557		$	13,720		4.36	%	$	1,067,911		$	11,827		4.45	%
Commercial, financial, and agriculture (3)		1,121,916			14,192		5.13	%		862,886			9,584		4.47	%
Loans to depository institutions		-			-		-			-			-		0.00	%
Installment loans to individuals (4), (5)		65,863			1,377		8.48	%		41,681			770		7.43	%
Previously securitized loans (6)		***			650		***			***			887		***
Total loans		2,465,336			29,939		4.93	%		1,972,478			23,068		4.70	%
Securities:
Taxable		350,128			2,750		3.19	%		351,811			3,964		4.53	%
Tax-exempt (7)		32,991			498		6.12	%		41,117			595		5.82	%
Total securities		383,119			3,248		3.44	%		392,928			4,559		4.67	%
Deposits in depository institutions		9,033			-		-			7,587			-		-
Federal funds sold		29,932			13		0.18	%		27,462			11		0.16	%
Total interest-earning assets		2,887,420			33,200		4.66	%		2,400,455			27,638		4.63	%
Cash and due from banks		112,002								75,484
Bank premises and equipment		80,958								64,746
Other assets		259,335								216,379
Less:  Allowance for loan losses		(19,472	)							(19,726	)
Total assets	$	3,320,243							$	2,737,338
Liabilities:
Interest-bearing demand deposits		603,300			178		0.12	%		523,761			178		0.14	%
Savings deposits		584,048			213		0.15	%		448,435			188		0.17	%
Time deposits (8)		1,106,982			2,836		1.04	%		889,110			3,302		1.49	%
Short-term borrowings		111,870			71		0.26	%		113,946			73		0.26	%
Long-term debt		16,495			157		3.86	%		16,495			167		4.07	%
Total interest-bearing liabilities		2,422,695			3,455		0.58	%		1,991,747			3,908		0.79	%
Noninterest-bearing demand deposits		498,404								392,902
Other liabilities		42,615								36,436
Stockholders' equity		356,529								316,253
Total liabilities and
stockholders' equity	$	3,320,243							$	2,737,338
Net interest income				$	29,745							$	23,730
Net yield on earning assets							4.18	%							3.98	%
(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 $0.3 million and $0.2 million of accretion related to the fair value market adjustments due to the acquisition of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively.
(3) - Interest income on commercial, financial, and agriculture loans includes $0.7 million and $0.6 million of accretion related to the fair value market adjustments due to the acquisition of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively.
(4) - Interest income on installment loans to individuals includes $0.1 million and $0.1 million of accretion related to the fair value market adjustments due to the acquisition of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively.
(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 $0.2 million and $0.2 million in accretion of the fair market value adjustments related to the acquisition of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively.

CITY HOLDING COMPANY AND SUBSIDIARIES
Analysis of Risk-Based Capital
(Unaudited) ($ in 000s)
	March 31			December 31			September 30			June 30			March 31
	2013 (a)			2012			2012			2012			2012
Tier I Capital:
Stockholders' equity	$	364,469		$	333,274		$	328,415		$	320,622		$	316,046
Goodwill and other intangibles		(75,563	)		(64,866	)		(64,912	)		(64,971	)		(55,871	)
Accumulated other comprehensive loss		2,710			1,422			365			2,477			1,737
Qualifying trust preferred stock		16,000			16,000			16,000			16,000			16,000
Unrealized loss on AFS securities		-			-			-			-			-
Excess deferred tax assets		(17,737	)		(6,577	)		(7,472	)		(7,847	)		(4,020	)
Total tier I capital	$	289,880		$	279,254		$	272,397		$	266,282		$	273,892
Total Risk-Based Capital:
Tier I capital	$	289,880		$	279,254		$	272,397		$	266,282		$	273,892
Qualifying allowance for loan losses		19,721			18,809			18,986			19,452			18,628
Unrealized gain on securities		696			-			-			-			-
Total risk-based capital	$	310,297		$	298,063		$	291,383		$	285,734		$	292,520
Net risk-weighted assets	$	2,436,022		$	2,152,622		$	2,112,581		$	2,136,249		$	2,050,520
Ratios:
Average stockholders' equity to average assets		10.74	%		11.49	%		11.32	%		11.47	%		11.55	%
Tangible capital ratio		8.61	%		9.40	%		9.29	%		9.03	%		9.54	%
Risk-based capital ratios:
Tier I capital		11.90	%		12.97	%		12.89	%		12.46	%		13.36	%
Total risk-based capital		12.74	%		13.85	%		13.79	%		13.38	%		14.27	%
Leverage capital		8.98	%		9.82	%		9.67	%		9.74	%		10.23	%
(a) March 31, 2013 risk-based capital ratios are estimated
CITY HOLDING COMPANY AND SUBSIDIARIES
Intangibles
(Unaudited) ($ in 000s)
	As of and for the Quarter Ended
	March 31			December 31			September 30			June 30			March 31
		2013			2012			2012			2012			2012
Intangibles, net	$	75,750		$	65,057		$	65,103		$	65,162		$	56,066
Intangibles amortization expense		260			135			135			109			98

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Loan Loss Experience
(Unaudited) ($ in 000s)
	Quarter Ended
	March 31			December 31			September 30			June 30			March 31
	2013			2012			2012			2012			2012
Balance at beginning of period	$	18,809		$	18,986		$	19,452		$	18,628		$	19,409
Charge-offs:
Commercial and industrial		62			100			9			48			69
Commercial real estate		203			1,744			845			26			1,989
Residential real estate		591			284			252			296			198
Home equity		116			366			133			347			509
Consumer		3			42			53			36			59
DDA overdrafts		339			394			418			375			335
Total charge-offs		1,314			2,930			1,710			1,128			3,159
Recoveries:
Commercial and industrial		1			19			10			-			3
Commercial real estate		18			190			3			-			96
Residential real estate		48			7			8			3			4
Home equity		-			6			1			10			1
Consumer		147			45			26			35			29
DDA overdrafts		274			711			221			229			295
Total recoveries		488			978			269			277			427
Net charge-offs		826			1,952			1,441			851			2,731
Provision for loan losses		1,738			1,775			975			1,675			1,950
Balance at end of period	$	19,721		$	18,809		$	18,986		$	19,452		$	18,628
Loans outstanding	$	2,497,023		$	2,146,369		$	2,085,232		$	2,065,589		$	1,971,964
Average loans outstanding		2,465,336			2,104,483			2,070,264			2,019,281			1,972,478
Allowance as a percent of loans outstanding		0.79	%		0.88	%		0.91	%		0.94	%		0.94	%
Allowance as a percent of non-performing loans		57.85	%		84.67	%		82.61	%		88.92	%		88.78	%
Net charge-offs (annualized) as a
percent of average loans outstanding		0.13	%		0.37	%		0.28	%		0.17	%		0.55	%
Net charge-offs, excluding overdraft deposit
accounts, (annualized) as a percent of average loans outstanding		0.12	%		0.43	%		0.24	%		0.14	%		0.55	%

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Non-Performing Assets
(Unaudited) ($ in 000s)
	March 31			December 31			September 30			June 30			March 31
	2013			2012			2012			2012			2012
Nonaccrual loans	$	33,293		$	21,935		$	22,586		$	21,726		$	20,420
Accruing loans past due 90 days or more		799			280			397			149			562
Previously securitized loans past due 90 days or more		-			-			-			-			-
Total non-performing loans		34,092			22,215			22,983			21,875			20,982
Other real estate owned		10,508			8,162			9,017			8,697			8,250
Total non-performing assets	$	44,600		$	30,377		$	32,000		$	30,572		$	29,232
Non-performing assets as a percent of loans and
other real estate owned		1.78	%		1.41	%		1.53	%		1.47	%		1.48	%
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Total Past Due Loans
(Unaudited) ($ in 000s)
	March 31			December 31			September 30			June 30			March 31
		2013			2012			2012			2012			2012
Residential real estate	$	7,926		$	5,748		$	4,909		$	5,575		$	4,108
Home equity		858			2,893			2,643			1,864			1,560
Commercial and industrial		2,949			496			25			540			63
Commercial real estate		2,315			689			1,271			3,145			2,636
Consumer		947			121			136			90			58
DDA overdrafts		337			281			319			364			304
Total past due loans	$	15,332		$	10,228		$	9,303		$	11,578		$	8,729
Past due  loans as a percent of loans outstanding		0.61	%		0.48	%		0.43	%		0.56	%		0.42	%
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Troubled Debt Restructurings
(Unaudited) ($ in 000s)
	March 31			December 31			September 30			June 30			March 31
		2013			2012			2012			2012			2012
Residential real estate	$	20,136		$	18,988		$	17,979		$	-		$	-
Home equity		3,025			3,743			3,126			-			-
Commercial and industrial		101			101			-			-			-
Commercial real estate		1,805			734			227			228			228
Consumer		142			142			144			146			147
Total	$	25,209		$	23,708		$	21,476		$	374		$	375
At September 30, 2012, the Company reclassified $21.1 million of loans as TDRs in accordance with recent regulatory guidance. The regulatory guidance requires loans to be accounted for as collateral-dependent loans when borrowers have filed Chapter 7 bankruptcy, the debt has been discharged by the bankruptcy court and the borrower has not reaffirmed the debt.