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 28, 2014

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 28, 2014, 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, 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 January 28, 2014

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: January 30, 2014	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

January 28, 2014

For Further Information Contact:

Charles R. Hageboeck, Chief Executive Officer and President

(304) 769-1102

City Holding Company Announces Record Annual Earnings

Charleston, West Virginia – City Holding Company, “the Company” (NASDAQ:CHCO), a $3.4 billion bank holding company headquartered in Charleston, today announced net income of $48.7 million, or $3.06 per diluted share, for the year ended December 31, 2013.  City’s net income increased $9.7 million from 2012 due primarily to the acquisitions of Virginia Savings Bank in the second quarter of 2012 and Community Financial Corporation (“Community Bank”) in the first quarter of 2013.  For 2013, the Company achieved a return on assets of 1.44%, a return on tangible equity of 16.4%, a net interest margin of 4.33%, and an efficiency ratio of 55.5%.  Despite $5.5 million of merger-related expenses, 2013’s financial performance outpaced 2012’s results.

For the fourth quarter of 2013 the Company reported net income of $13.7 million, or $0.86 per diluted share.  The Company achieved a return on assets of 1.61%, a return on tangible equity of 17.7%, a net interest margin of 4.33%, and an efficiency ratio of 51.7% in the fourth quarter of 2013.

City’s CEO Charles Hageboeck stated that, “2013 was a record year for City with reported earnings of $3.06 per diluted share despite merger-related expenses of $5.5 million ($0.23 per diluted share on an after tax basis).  While the results from our acquisitions of Virginia Savings Bancorp and Community Bank have been in line with our expectations, the results of resolving problem loans associated with these acquisitions have exceeded our expectations.  This has largely been due our credit and lending teams’ ability to effectively workout a number of problem loans.  As a result of these efforts, our nonperforming loans, past due loans, and other asset quality measures continue to show improvement.  Although our work is not yet complete in regards to acquired problem assets, particularly those related to Community Bank, we expect to have less efforts concentrated in these endeavors during 2014.”

“During 2013, our reported net interest margin increased from 3.96% in 2012 to 4.33% for 2013.  Excluding the positive impact of accretion relating to our acquisitions, our net interest margin only dropped from 3.85% for 2012 to 3.83% for 2013 despite the loss of over $50 million of high yielding trust preferred securities and continued historically low interest rates.  Excluding the acquisition of Community Bank, our loans grew $87.7 million, or 4.1%, from December 31, 2012.  This growth was fueled by an increase of $59.4 million (5.8%) in residential real estate loans and $42.9 million in commercial loans (4.6%).”

“I am also excited that in less than one year, the Company’s tangible capital rebounded after dropping to 8.6% following the Community Bank acquisition to 9.5% at December 31, 2013.  At City, we are excited about our future and are poised to take advantage of the opportunities ahead.”

Net Interest Income

The Company’s tax equivalent net interest income increased $27.4 million, or 27.8%, from $98.5 million in 2012 to $125.9 million in 2013. This increase is due primarily to loan growth from the acquisition of Community Bank as of January 9, 2013 and accretion of the fair value adjustments related to the acquisitions of Virginia Savings Bank and Community Bank.  The Company’s reported net interest margin increased from 3.96% for the year ended December 31, 2012 to 4.33% for the year ended December 31, 2013.  Excluding the favorable impact of the accretion from the fair value adjustments ($14.6 million for the year ended December 31, 2013 and $2.6 million for the year ended December 31, 2012), the net interest margin would have been 3.83% for the year ended December 31, 2013 and 3.85% for the year ended December 31, 2012.

During the fourth quarter of 2013, the Company’s tax equivalent net interest income decreased $0.3 million, or 1.1%, from $32.5 million during the third quarter of 2013 to $32.2 million.  The Company’s reported net interest margin decreased from 4.47% for the third quarter of 2013 to 4.33% for the fourth quarter of 2013.  Excluding the favorable impact of the accretion from the fair value adjustments ($3.9 million for the quarter ended December 31, 2013 and $5.0 million for the quarter ended September 30, 2013), the net interest margin would have been 3.81% for the quarter ended December 31, 2013 and 3.78% for the quarter ended September 30, 2013.

2

Credit Quality

The Company’s ratio of nonperforming assets to total loans and other real estate owned decreased slightly from 1.28% at December 31, 2012 to 1.20% at December 31, 2013.  Excluded from this ratio are purchased credit-impaired loans in which the Company estimated cash flows and estimated a credit mark.  These loans are considered performing loans provided that the loan is performing in accordance with the estimated expectations.  Such loans would be considered nonperforming loans if the loan’s performance deteriorates below the initial expectations.  Total past due loans increased from $13.0 million, or 0.60% of total loans outstanding, at December 31, 2012 to $19.5 million, or 0.75% of total loans outstanding, at December 31, 2013.  Acquired past due loans represent approximately 64% of total past due loans and have declined $4.0 million, or 24.2%, since March 31, 2013.  In accordance with regulatory guidance issued in the third quarter of 2012, the Company classifies loans in which the borrower has filed Chapter 7 bankruptcy with the debt discharged by the bankruptcy court and the loan not reaffirmed by the borrower to be troubled debt restructured loans (“TDR’s”).  Since the time of this change, TDR’s have increased from $21.5 million at September 30, 2012 to $25.1 million at December 31, 2013.  More than 90% of these loans are current with interest and principal payments.

As a result of the Company’s quarterly analysis of the adequacy of the ALLL, the Company recorded a provision for loan losses of $1.9 million in the fourth quarter of 2013 and $6.8 million for the year ended December 31, 2013 compared to $1.8 million and $6.4 million of the comparable periods in 2012. During the fourth quarter of 2013 the Company re-estimated the expected cash flows from its purchased credit impaired loans, which resulted in a $0.5 million addition to the ALLL.  The provision for loan losses recorded during 2013 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. 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 2013, the Company realized investment gains of $0.7 million associated with the calls of trust preferred securities.  In addition, the Company also recognized gains of $0.1 million from the sale of certain equity positions related to community banks and bank holding companies.

Non-interest Income

Exclusive of net investment securities gains, non-interest income increased $2.9 million to $57.2 million for the year ended December 31, 2013 as compared to $54.3 million for the year ended December 31, 2012.  Service charges increased $1.2 million, or 4.5%, to $27.6 million and bankcard revenues increased $1.1 million, or 9.0%, to $13.5 million for the year ended December 31, 2013.  These increases were primarily due to the acquisition of Community Bank.

3

Exclusive of net investment securities gains, total non-interest income was flat for the fourth quarter of 2013 as compared to the fourth quarter of 2012.  A decrease of $0.4 million in other income was essentially offset by an increase of $0.3 million in bankcard revenue during the fourth quarter of 2013.

Non-interest Expenses

During 2013, the Company recognized $5.5 million of acquisition and integration expenses associated with the completed acquisition of Community Bank.  In comparison, during 2012, the Company recorded $4.7 million of acquisition and integration expenses associated with the completed acquisition of Virginia Savings Bancorp and the impending acquisition of Community Bank.  Excluding these expenses, noninterest expenses increased $14.0 million from $82.7 million for the year ended December 31, 2012 to $96.7 million for the year ended December 31, 2013.  Salaries and employee benefits increased $7.9 million due primarily to additional employees associated with the acquisition of Community Bank.  Normal annual salary increases, increased pension costs, and increased incentive compensation accruals also contributed to the increase in salaries and employee benefits.  In addition, other expenses increased $2.0 million, occupancy and equipment expenses increased $1.7 million, and depreciation expense increased $1.1 million.  These increases were primarily attributable to the acquisition of Community Bank and were in line with the Company’s expectations.  These increases were partially offset by a decrease in repossessed asset losses as a result of losses recognized in 2012.

For the fourth quarter of 2013, total non-interest expenses increased $2.9 million, from $21.3 million for the fourth quarter of 2012 to $24.2 million.  Salaries and employee benefit expenses increased $1.6 million, primarily associated with the acquisition of Community Bank and increased pension costs.  In addition, other expenses increased $0.7 million, occupancy and equipment expenses increased $0.4 million, legal and professional expenses increased $0.3 million, and depreciation expense increased $0.2 million from the fourth quarter of 2012.  These increases were partially offset by decreases in merger related expenses ($0.3 million), repossessed asset losses ($0.2 million), and advertising expenses ($0.2 million).

4

Balance Sheet Trends

Loans increased $458.4 million (21.4%) from December 31, 2012 to $2.60 billion at December 31, 2013, primarily due to the Company’s acquisition of Community Bank ($370.8 million).  Excluding the Community Bank acquisition, loans increased $87.7 million (4.1%) from December 31, 2012 to $2.23 billion at December 31, 2013.  Increases in residential real estate loans of $59.4 million (5.8%), commercial real estate loans of $32.9 million (4.0%), and commercial and industrial (“C&I”) loans of $10.0 million (9.2%) were partially offset by a decrease in consumer loans ($14.1 million).  The majority of this decrease is attributable to the Company’s decision to strategically reduce the portfolio of indirect auto loans with unsatisfactory credit quality metrics associated with the Community Bank acquisition.

Total average depository balances increased $413.5 million, or 17.3%, from the quarter ended December 31, 2012 to the quarter ended December 31, 2013.  This growth was primarily attributable to deposits acquired from Community Bank ($337.3 million).  Exclusive of this contribution, the Company experienced increases in noninterest-bearing demand deposits ($43.9 million), savings deposits ($39.6 million), and interest-bearing demand deposits ($14.9 million) that were partially offset by a decrease in time deposits ($22.5 million).

Income Tax Expense

The Company’s effective income tax rate for the quarter and year ended December 31, 2013 was 34.2% and 34.4%, respectively, compared to 34.9% and 34.3% for the quarter and year ended December 31, 2012, respectively.

Capitalization and Liquidity

The Company’s loan to deposit ratio was 93.5% and the loan to asset ratio was 77.3% at December 31, 2013.  The Company maintained investment securities totaling 11.0% of assets as of this date.  The Company’s deposit mix is weighted heavily toward checking and saving accounts that fund 50.7% of assets at December 31, 2013.  Time deposits fund 32.0% of assets at December 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 is also strongly capitalized. Although the Company’s acquisition of Community Bank lowered its tangible equity ratio from 9.4% at December 31, 2012 to 8.6% at March 31, 2013, our tangible equity ratio has returned to 9.5% at December 31, 2013.  At December 31, 2013, City National Bank’s leverage ratio is 8.54%, its tier I capital ratio is 11.35%, and its total risk-based capital ratio is 12.18%.  These regulatory capital ratios are significantly above levels required to be considered “well capitalized,” which is the highest possible regulatory designation.

On December 18, 2013, the Board approved a quarterly cash dividend of 37 cents per share payable January 31, 2014, to shareholders of record as of January 15, 2014.

City Holding Company is the parent company of City National Bank of West Virginia.  City National operates 82 branches across West Virginia, Virginia, Kentucky, and Ohio.

5

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 December 31, 2013 Form 10-K.  The Company will continue to evaluate the impact of any subsequent events on the preliminary December 31, 2013 results and will adjust the amounts if necessary.

6

CITY HOLDING COMPANY AND SUBSIDIARIES
Financial Highlights
(Unaudited)
	Three Months Ended December 31,						Percent
	2013			2012			Change
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	32,159		$	25,707			25.10	%
Net Income available to common shareholders		13,699			10,894			25.75	%
Earnings per Basic Share		0.87			0.73			18.51	%
Earnings per Diluted Share		0.86			0.73			17.77	%
Key Ratios (percent):
Return on Average Assets		1.61	%		1.49	%		7.86	%
Return on Average Tangible Equity		17.73	%		16.15	%		9.77	%
Net Interest Margin		4.33	%		3.99	%		8.49	%
Efficiency Ratio		51.71	%		53.12	%		(2.66	)%
Average Shareholders' Equity to Average Assets		11.35	%		11.49	%		(1.26	)%
Consolidated Risk Based Capital Ratios (a):
Tier I		12.96	%		12.97	%		(0.08	)%
Total		13.81	%		13.85	%		(0.29	)%
Tangible Equity to Tangible Assets		9.46	%		9.40	%		0.69	%
Common Stock Data:
Cash Dividends Declared per Share	$	0.37		$	0.35			5.71	%
Book Value per Share		24.64			22.47			9.66	%
Tangible Book Value per Share		19.78			18.08			9.38	%
Market Value per Share:
High		49.21			36.45			35.01	%
Low		41.87			31.78			31.75	%
End of Period		46.33			34.85			32.94	%
Price/Earnings Ratio (b)		13.34			11.89			12.17	%
	Twelve Months Ended December 31,						Percent
		2013			2012		Change
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	125,897		$	98,538			27.76	%
Net Income available to common shareholders		48,667			38,945			24.96	%
Earnings per Basic Share		3.10			2.63			18.00	%
Earnings per Diluted Share		3.06			2.61			17.37	%
Key Ratios (percent):
Return on Average Assets		1.44	%		1.37	%		4.95	%
Return on Average Tangible Equity		16.35	%		14.74	%		10.90	%
Net Interest Margin		4.33	%		3.96	%		9.44	%
Efficiency Ratio		55.45	%		57.16	%		(3.00	)%
Average Shareholders' Equity to Average Assets		11.04	%		11.46	%		(3.61	)%
Common Stock Data:
Cash Dividends Declared per Share	$	1.48		$	1.40			5.71	%
Market Value per Share:
High		49.21			37.16			32.43	%
Low		36.07			30.96			16.51	%
Price/Earnings Ratio (b)		14.95			13.27			12.66	%
(a) December 31, 2013 risk-based capital ratios are estimated
(b) December 31, 2013 price/earnings ratio computed based on annualized fourth 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
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			21.05		26.06		37.22
2012		21.46		21.63		22.14			22.47		30.96		37.16
2013		23.27		23.52		24.03			24.64		36.07		49.21
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			0.65		2.68
2012		0.68		0.50		0.71			0.73		2.63
2013		0.51		0.83		0.89			0.87		3.10
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			0.65		2.67
2012		0.67		0.50		0.71			0.73		2.61
2013		0.51		0.82		0.88			0.86		3.06

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Three Months Ended December 31,
	2013			2012
Interest Income
Interest and fees on loans	$	31,901		$	25,588
Interest on investment securities:
Taxable		2,924			2,940
Tax-exempt		291			341
Interest on federal funds sold		-			15
Total Interest Income		35,116			28,884
Interest Expense
Interest on deposits		2,868			3,114
Interest on short-term borrowings		94			83
Interest on long-term debt		153			163
Total Interest Expense		3,115			3,360
Net Interest Income		32,001			25,524
Provision for loan losses		1,945			1,775
Net Interest Income After Provision for Loan Losses		30,056			23,749
Non-Interest Income
Total investment securities impairment losses		-			-
Noncredit impairment losses recognized in other comprehensive income		-			-
Net investment securities impairment losses		-			-
Gains on sale of investment securities		671			-
Net investment securities gains		671			-
Service charges		6,995			7,113
Bankcard revenue		3,403			3,101
Insurance commissions		1,269			1,289
Trust and investment management fee income		1,093			1,112
Bank owned life insurance		976			754
Other income		541			897
Total Non-Interest Income		14,948			14,266
Non-Interest Expense
Salaries and employee benefits		12,910			11,301
Occupancy and equipment		2,529			2,147
Depreciation		1,468			1,234
FDIC insurance expense		500			407
Advertising		408			596
Bankcard expenses		697			628
Postage, delivery, and statement mailings		521			514
Office supplies		408			412
Legal and professional fees		778			437
Telecommunications		581			405
Repossessed asset (gains)/losses, net of expenses		(72	)		146
Merger related expenses		72			373
Other expenses		3,390			2,673
Total Non-Interest Expense		24,190			21,273
Income Before Income Taxes		20,814			16,742
Income tax expense		7,115			5,848
Net Income Available to Common Shareholders	$	13,699		$	10,894
Distributed earnings allocated to common shareholders	$	5,775		$	5,151
Undistributed earnings allocated to common shareholders		7,800			5,658
Net earnings allocated to common shareholders	$	13,575		$	10,809
Average common shares outstanding		15,636			14,755
Effect of dilutive securities:
Employee stock options and warrants		187			82
Shares for diluted earnings per share		15,823			14,837
Basic earnings per common share	$	0.87		$	0.73
Diluted earnings per common share	$	0.86		$	0.73
Dividends declared per common share	$	0.37		$	0.35
Comprehensive Income	$	14,882		$	9,837

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Twelve months ended December 31,
	2013		2012
Interest Income
Interest and fees on loans	$	126,594	$	96,432
Interest on investment securities:
Taxable		10,697		14,285
Tax-exempt		1,226		1,442
Interest on federal funds sold		22		53
Total Interest Income		138,539		112,212
Interest Expense
Interest on deposits		12,358		13,477
Interest on short-term borrowings		325		312
Interest on long-term debt		618		661
Total Interest Expense		13,301		14,450
Net Interest Income		125,238		97,762
Provision for loan losses		6,848		6,375
Net Interest Income After Provision for Loan Losses		118,390		91,387
Non-Interest Income
Total investment securities impairment losses		-		(878	)
Noncredit impairment losses recognized in other comprehensive income		-		302
Net investment securities impairment losses		-		(576	)
Gains on sale of investment securities		764		1,530
Net investment securities gains		764		954
Service charges		27,596		26,409
Bankcard revenue		13,521		12,406
Insurance commissions		5,832		6,071
Trust and investment management fee income		3,986		3,774
Bank owned life insurance		3,391		2,983
Other income		2,916		2,660
Total Non-Interest Income		58,006		55,257
Non-Interest Expense
Salaries and employee benefits		51,430		43,509
Occupancy and equipment		9,910		8,186
Depreciation		5,757		4,605
FDIC insurance expense		1,852		1,590
Advertising		2,673		2,589
Bankcard expenses		2,870		2,662
Postage, delivery, and statement mailings		2,220		2,079
Office supplies		1,728		1,669
Legal and professional fees		2,338		1,786
Telecommunications		2,212		1,614
Repossessed asset losses, net of expenses		646		1,346
Merger related expenses		5,526		4,708
Other expenses		13,054		11,058
Total Non-Interest Expense		102,216		87,401
Income Before Income Taxes		74,180		59,243
Income tax expense		25,513		20,298
Net Income Available to Common Shareholders	$	48,667	$	38,945
Distributed earnings allocated to common shareholders	$	23,100	$	20,603
Undistributed earnings allocated to common shareholders		25,127		18,034
Net earnings allocated to common shareholders	$	48,227	$	38,637
Average common shares outstanding		15,564		14,714
Effect of dilutive securities:
Employee stock options and warrants		171		82
Shares for diluted earnings per share		15,735		14,796
Basic earnings per common share	$	3.10	$	2.63
Diluted earnings per common share	$	3.06	$	2.61
Dividends declared per common share	$	1.48	$	1.40
Comprehensive Income	$	45,099	$	41,430

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited) ($ in 000s)
	Three Months Ended
	December 31, 2013			December 31, 2012
Balance at October 1	$	378,042		$	328,415
Net income		13,699			10,894
Other comprehensive income:
Change in unrealized loss on securities available-for-sale		(932	)		(794	)
Change in underfunded pension liability		2,115			(263	)
Cash dividends declared ($0.37/share) and ($0.35/share), respectively		(5,827	)		(5,192	)
Issuance of stock award shares, net		318			214
Exercise of 19,028 stock options		661			-
Balance at December 31	$	388,076		$	333,274
	Twelve Months Ended
	December 31, 2013			December 31, 2012
Balance at January 1	$	333,274		$	311,134
Net income		48,667			38,945
Other comprehensive income:
Change in unrealized gain (loss) on securities available-for-sale		(5,683	)		2,749
Change in underfunded pension liability		2,115			(264	)
Cash dividends declared ($1.48/share) and ($1.40/share), respectively		(23,513	)		(20,725	)
Issuance of stock award shares, net		1,281			1,083
Acquisition of Community Financial Corporation		28,508			-
Acquisition of Virginia Savings Bancorp		-			7,723
Exercise of 126,168 stock options		3,427			-
Exercise of 18,899 stock options		-			544
Purchase of 237,535 common shares of treasury		-			(7,915	)
Balance at December 31	$	388,076		$	333,274

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
	2013			2013			2013			2013			2012
Interest income	$	35,116		$	35,674		$	34,724		$	33,026		$	28,884
Taxable equivalent adjustment		158			161			167			174			183
Interest income (FTE)		35,274			35,835			34,891			33,200			29,067
Interest expense		3,115			3,304			3,427			3,455			3,360
Net interest income		32,159			32,531			31,464			29,745			25,707
Provision for loan losses		1,945			1,154			2,011			1,738			1,775
Net interest income after provision
for loan losses		30,214			31,377			29,453			28,007			23,932
Noninterest income		14,948			14,480			14,252			14,326			14,266
Noninterest expense		24,190			24,665			23,959			29,403			21,273
Income before income taxes		20,972			21,192			19,746			12,930			16,925
Income tax expense		7,115			7,056			6,573			4,769			5,848
Taxable equivalent adjustment		158			161			167			174			183
Net income available to common shareholders	$	13,699		$	13,975		$	13,006		$	7,987		$	10,894
Distributed earnings allocated to common shareholders	$	5,775		$	5,767		$	5,751		$	5,747		$	5,151
Undistributed earnings allocated to common shareholders		7,800			8,081			7,139			2,175			5,658
Net earnings allocated to common shareholders	$	13,575		$	13,848		$	12,890		$	7,922		$	10,809
Average common shares outstanding		15,636			15,608			15,582			15,473			14,755
Effect of dilutive securities:
Employee stock options and warrants		187			182			170			154			82
Shares for diluted earnings per share		15,823			15,790			15,752			15,627			14,837
Basic earnings per common share	$	0.87		$	0.89		$	0.83		$	0.51		$	0.73
Diluted earnings per common share		0.86			0.88			0.82			0.51			0.73
Cash dividends declared per share		0.37			0.37			0.37			0.37			0.35
Net Interest Margin		4.33	%		4.47	%		4.35	%		4.18	%		3.99	%
Interest Income from Accretion Related to Fair Value Adjustments Recorded as a Result of Acquisition	$	3,899		$	5,046		$	3,517		$	2,181		$	1,658

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
	2013			2013			2013			2013			2012
Non-Interest Income:
Service charges	$	6,995		$	7,169		$	6,897		$	6,535		$	7,113
Bankcard revenue		3,403			3,468			3,450			3,199			3,101
Insurance commissions		1,269			1,365			1,358			1,840			1,289
Trust and investment management fee income		1,093			939			964			990			1,112
Bank owned life insurance		976			805			799			812			754
Other income		541			734			775			866			897
Subtotal		14,277			14,480			14,243			14,242			14,266
Total investment securities impairment losses		-			-			-			-			-
Noncredit impairment losses recognized in other
comprehensive income		-			-			-			-			-
Net investment securities impairment losses		-			-			-			-			-
Gain (loss) on sale of investment securities		671			-			9			84			-
Total Non-Interest Income	$	14,948		$	14,480		$	14,252		$	14,326		$	14,266
Non-Interest Expense:
Salaries and employee benefits	$	12,910		$	12,930		$	12,640		$	12,949		$	11,301
Occupancy and equipment		2,529			2,409			2,500			2,472			2,147
Depreciation		1,468			1,437			1,453			1,399			1,234
FDIC insurance expense		500			500			341			511			407
Advertising		408			712			819			735			596
Bankcard expenses		697			680			766			727			628
Postage, delivery and statement mailings		521			541			552			605			514
Office supplies		408			416			463			441			412
Legal and professional fees		778			591			535			435			437
Telecommunications		581			721			465			445			405
Repossessed asset (gains) losses, net of expenses		(72	)		896			(23	)		(155	)		146
Merger related expenses		72			(150	)		65			5,540			373
Other expenses		3,390			2,982			3,383			3,299			2,673
Total Non-Interest Expense	$	24,190		$	24,665		$	23,959		$	29,403		$	21,273
Employees (Full Time Equivalent)		923			924			931			932			843
Branch Locations		83			83			83			83			73

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000s)
	December 31			December 31
	2013			2012
	(Unaudited)
Assets
Cash and due from banks	$	75,999		$	58,718
Interest-bearing deposits in depository institutions		9,877			16,276
Federal funds sold		-			10,000
Cash and cash equivalents		85,876			84,994
Investment securities available-for-sale, at fair value		352,660			377,122
Investment securities held-to-maturity, at amortized cost		4,117			13,454
Other securities		13,343			11,463
Total investment securities		370,120			402,039
Gross loans		2,604,782			2,146,369
Allowance for loan losses		(20,575	)		(18,809	)
Net loans		2,584,207			2,127,560
Bank owned life insurance		92,047			81,901
Premises and equipment, net		82,548			72,728
Accrued interest receivable		6,866			6,692
Net deferred tax assets		42,165			32,737
Intangible assets		76,557			65,057
Other assets		27,852			43,758
Total Assets	$	3,368,238		$	2,917,466
Liabilities
Deposits:
Noninterest-bearing	$	493,228		$	429,969
Interest-bearing:
Demand deposits		601,527			553,132
Savings deposits		612,772			506,869
Time deposits		1,077,606			919,346
Total deposits		2,785,133			2,409,316
Short-term borrowings
Customer repurchase agreements		137,798			114,646
Long-term debt		16,495			16,495
Other liabilities		40,736			43,735
Total Liabilities		2,980,162			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 December 31, 2013 and December 31, 2012
less 2,748,922 and 3,665,999 shares in treasury, respectively		46,249			46,249
Capital surplus		107,596			103,524
Retained earnings		334,423			309,270
Cost of common stock in treasury		(95,202	)		(124,347	)
Accumulated other comprehensive loss:
Unrealized gain on securities available-for-sale		(2,110	)		3,573
Underfunded pension liability		(2,880	)		(4,995	)
Total Accumulated Other Comprehensive Loss		(4,990	)		(1,422	)
Total Stockholders' Equity		388,076			333,274
Total Liabilities and Stockholders' Equity	$	3,368,238		$	2,917,466

CITY HOLDING COMPANY AND SUBSIDIARIES
Investment Portfolio
(Unaudited) ($ in 000s)
	Original Cost		Credit-Related Net Investment Impairment Losses through December 31, 2013			Unrealized Gains (Losses)			Carrying Value
US Government Agencies	$	2,317	$	-		$	48		$	2,365
Mortgage Backed Securities		284,837		-			(4,531	)		280,306
Municipal Bonds		41,027		-			520			41,547
Pooled Bank Trust Preferreds		23,358		(20,171	)		512			3,699
Single Issuer Bank Trust Preferreds,
Subdebt of Financial Institutions, and
Bank Holding Company Preferred Stocks		24,910		(1,015	)		(1,193	)		22,702
Money Markets and Mutual Funds		1,525		-			(40	)		1,485
Federal Reserve Bank and FHLB stock		13,343		-			-			13,343
Community Bank Equity Positions		8,032		(4,698	)		1,339			4,673
Total Investments	$	399,349	$	(25,884	)	$	(3,345	)	$	370,120

CITY HOLDING COMPANY AND SUBSIDIARIES
Loan Portfolio
(Unaudited) ($ in 000s)
		December 31		September 30		June 30		March 31		December 31
		2013		2013		2013		2013		2012
Residential real estate (1)		$	1,207,150	$	1,188,841	$	1,170,123	$	1,149,411	$	1,031,435
Home equity - junior liens			143,390		140,887		138,367		138,333		143,110
Commercial and industrial			164,484		151,185		138,299		149,677		108,739
Commercial real estate (2)			1,039,451		1,022,278		1,023,311		1,001,453		821,970
Consumer			46,402		50,757		54,242		55,274		36,564
DDA overdrafts			3,905		4,508		3,103		2,876		4,551
Gross Loans		$	2,604,782	$	2,558,456	$	2,527,445	$	2,497,024	$	2,146,369
Construction loans included in:
(1) - Residential real estate loans		$	17,337	$	14,808	$	15,889	$	16,884	$	15,408
(2) - Commercial real estate loans		$	24,026	$	17,391	$	24,726	$	26,163	$	15,352
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
	2Q 2013		1,334		122		1,887		174		3,517
	3Q 2013		632		121		4,119		174		5,046
	4Q 2013		561		121		3,043		174		3,899
	2014		922		536		4,104		250		5,812
	2015		564		518		3,040		160		4,282
	2016		325		497		1,477		44		2,343
a - 2013 amounts are based on actual results. 2014, 2015 and 2016 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,
				2013								2012
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets:
Loan portfolio (1):
Residential real estate (2)	$	1,334,624		$	13,949		4.15	%	$	1,152,921		$	12,267		4.23	%
Commercial, financial, and agriculture (3)		1,182,386			15,924		5.34	%		901,966			11,420		5.04	%
Installment loans to individuals (4), (5)		60,877			1,465		9.55	%		49,596			1,007		8.08	%
Previously securitized loans (6)		***			563		***			***			894		***
Total loans		2,577,887			31,901		4.91	%		2,104,483			25,588		4.84	%
Securities:
Taxable		331,134			2,924		3.50	%		380,897			2,940		3.07	%
Tax-exempt (7)		28,430			449		6.27	%		35,847			524		5.82	%
Total securities		359,564			3,373		3.72	%		416,744			3,464		3.31	%
Deposits in depository institutions		8,194			-		-			7,431			-		-
Federal funds sold		-			-		-			32,876			15		0.18	%
Total interest-earning assets		2,945,645			35,274		4.75	%		2,561,534			29,067		4.51	%
Cash and due from banks		140,269								70,075
Bank premises and equipment		82,738								72,702
Other assets		250,082								230,098
Less:  Allowance for loan losses		(20,415	)							(19,551	)
Total assets	$	3,398,319							$	2,914,858
Liabilities:
Interest-bearing demand deposits		597,221			176		0.12	%		540,107			165		0.12	%
Savings deposits		607,522			218		0.14	%		498,027			183		0.15	%
Time deposits (8)		1,086,288			2,474		0.90	%		923,025			2,766		1.19	%
Short-term borrowings		145,491			94		0.26	%		128,706			83		0.26	%
Long-term debt		16,495			153		3.68	%		16,495			163		3.93	%
Total interest-bearing liabilities		2,453,017			3,115		0.50	%		2,106,360			3,360		0.63	%
Noninterest-bearing demand deposits		517,820								434,429
Other liabilities		41,888								39,120
Stockholders' equity		385,594								334,949
Total liabilities and
stockholders' equity	$	3,398,319							$	2,914,858
Net interest income				$	32,159							$	25,707
Net yield on earning assets							4.33	%							3.99	%
(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) For 2013, interest income on residential real estate loans includes $0.2 million and $0.3 million of accretion related to the fair value adjustments due to the acquisitions of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively. For 2012, interest income on residential real estate loans includes $0.1 million of accretion related to the fair value adjustments due to the acquisition of Virginia Savings Bancorp, Inc.
(3) For 2013, interest income on commercial, financial, and agriculture loans includes $0.3 million and $2.4 million of accretion related to the fair value adjustments due to the acquisitions of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively. For 2012, interest income on commercial, financial and agricultural loans includes $1.4 million of accretion related to the fair value adjustments due to the acquisition of Virginia Savings Bancorp, Inc.
(4) For 2013, interest income on installment loans to individuals includes $0.1 million and $0.3 million of accretion related to the fair value adjustments due to the acquisitions of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively. For 2012, interest income on installment loans to individuals includes $0.1 million of accretion related to the fair value adjustments due to the acquisition of Virginia Savings Bancorp, Inc.
(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) For 2013, interest expense on time deposits includes $0.1 million and $0.2 million in accretion of the fair value adjustments related to the acquisitions of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively. For 2012, interest expense on time deposits includes $0.1 million in accretion of the fair value adjustments related to the acquisition of Virginia Savings Bancorp, Inc.

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Average Balance Sheets, Yields, and Rates
(Unaudited) ($ in 000s)
	Twelve Months Ended December 31,
				2013								2012
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets:
Loan portfolio (1):
Residential real estate (2)	$	1,304,741		$	55,165		4.23	%	$	1,114,653		$	49,000		4.40	%
Commercial, financial, and agriculture (3)		1,154,637			62,679		5.43	%		880,502			40,815		4.64	%
Installment loans to individuals (4), (5)		64,377			6,219		9.66	%		46,721			3,311		7.09	%
Previously securitized loans (6)		***			2,531		***			***			3,306		***
Total loans		2,523,755			126,594		5.02	%		2,041,876			96,432		4.72	%
Securities:
Taxable		330,225			10,697		3.24	%		371,092			14,285		3.85	%
Tax-exempt (7)		30,635			1,885		6.15	%		38,339			2,218		5.79	%
Total securities		360,860			12,582		3.49	%		409,431			16,503		4.03	%
Deposits in depository institutions		8,116			-		-			7,258			-		-
Federal funds sold		13,052			22		0.17	%		30,507			53		0.17	%
Total interest-earning assets		2,905,783			139,198		4.79	%		2,489,072			112,988		4.54	%
Cash and due from banks		154,983								74,193
Bank premises and equipment		82,168								69,772
Other assets		255,544								223,783
Less:  Allowance for loan losses		(20,127	)							(19,586	)
Total assets	$	3,378,351							$	2,837,234
Liabilities:
Interest-bearing demand deposits		603,844			712		0.12	%		534,211			697		0.13	%
Savings deposits		599,574			864		0.14	%		479,760			759		0.16	%
Time deposits (8)		1,103,945			10,782		0.98	%		909,951			12,021		1.32	%
Short-term borrowings		127,679			325		0.25	%		121,780			312		0.26	%
Long-term debt		16,495			618		3.75	%		16,495			661		4.01	%
Total interest-bearing liabilities		2,451,537			13,301		0.54	%		2,062,197			14,450		0.70	%
Noninterest-bearing demand deposits		514,210								414,969
Other liabilities		39,502								34,995
Stockholders' equity		373,102								325,073
Total liabilities and
stockholders' equity	$	3,378,351							$	2,837,234
Net interest income				$	125,897							$	98,538
Net yield on earning assets							4.33	%							3.96	%
(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) For 2013, interest income on residential real estate loans includes $1.0 million and $0.8 million of accretion related to the fair value adjustments due to the acquisitions of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively. For 2012, interest income on residential real estate loans includes $0.7 million of accretion related to the fair value adjustments due to the acquisition of Virginia Savings Bancorp, Inc.
(3) For 2013, interest income on commercial, financial, and agriculture loans includes $2.4 million and $7.9 million of accretion related to the fair value adjustments due to the acquisitions of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively. For 2012, interest income on commercial, financial and agricultural loans includes $1.6 million of accretion related to the fair value adjustments due to the acquisition of Virginia Savings Bancorp, Inc.
(4) Includes the Company’s consumer and DDA overdrafts loan categories.
(5) For 2013, interest income on installment loans to individuals includes $0.1 million and $1.2 million of accretion related to the fair value adjustments due to the acquisitions of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively. For 2012, interest income on installment loans to individuals includes $0.1 million of accretion related to the fair value adjustments due to the acquisition of Virginia Savings Bancorp, Inc.
(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) For 2013, interest expense on time deposits includes $0.5 million and $0.7 million in accretion of the fair value adjustments related to the acquisitions of Virginia Savings Bancorp, Inc. and Community Financial Corporation, respectively. For 2012, interest expense on time deposits includes $0.2 million in accretion of the fair value adjustments related to the acquisition of Virginia Savings Bancorp, Inc.

CITY HOLDING COMPANY AND SUBSIDIARIES
Analysis of Risk-Based Capital
(Unaudited) ($ in 000s)
	December 31			September 30			June 30			March 31			December 31
	2013 (a)			2013			2013			2013			2012
Tier I Capital:
Stockholders' equity	$	388,076		$	378,042		$	368,891		$	365,848		$	333,274
Goodwill and other intangibles		(76,370	)		(76,233	)		(74,455	)		(75,563	)		(64,866	)
Accumulated other comprehensive loss		4,990			6,173			5,540			1,332			1,422
Qualifying trust preferred stock		16,000			16,000			16,000			16,000			16,000
Unrealized loss on AFS securities		-			(18	)		(11	)		-			-
Excess deferred tax assets		(8,896	)		(12,495	)		(13,572	)		(17,737	)		(6,577	)
Total tier I capital	$	323,801		$	311,470		$	302,394		$	289,880		$	279,254
Total Risk-Based Capital:
Tier I capital	$	323,801		$	311,470		$	302,394		$	289,880		$	279,254
Qualifying allowance for loan losses		20,575			20,606			20,069			19,721			18,809
Unrealized gain on securities		606			722			686			696			-
Total risk-based capital	$	344,982		$	332,798		$	323,149		$	310,297		$	298,063
Net risk-weighted assets	$	2,498,080		$	2,460,895		$	2,450,010		$	2,436,022		$	2,152,622
Ratios:
Average stockholders' equity to average assets		11.35	%		11.14	%		10.94	%		10.74	%		11.49	%
Tangible capital ratio		9.46	%		9.08	%		8.90	%		8.61	%		9.40	%
Risk-based capital ratios:
Tier I capital		12.96	%		12.66	%		12.34	%		11.90	%		12.97	%
Total risk-based capital		13.81	%		13.52	%		13.19	%		12.74	%		13.85	%
Leverage capital		9.77	%		9.43	%		9.12	%		8.98	%		9.82	%
(a) December 31, 2013 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
		2013			2013			2013			2013			2012
Intangibles, net	$	76,557		$	76,420		$	74,642		$	75,750		$	65,057
Intangibles amortization expense		260			260			260			260			135

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
	2013			2013			2013			2013			2012
Balance at beginning of period	$	20,606		$	20,069		$	19,721		$	18,809		$	18,986
Charge-offs:
Commercial and industrial		268			380			330			62			100
Commercial real estate		1,384			181			419			203			1,744
Residential real estate		583			487			520			591			284
Home equity		17			8			154			116			366
Consumer		128			102			221			3			42
DDA overdrafts		381			415			348			339			394
Total charge-offs		2,761			1,573			1,992			1,314			2,930
Recoveries:
Commercial and industrial		33			30			20			1			19
Commercial real estate		116			635			16			18			190
Residential real estate		97			69			20			48			7
Home equity		-			-			-			-			6
Consumer		85			25			70			147			45
DDA overdrafts		454			197			203			274			711
Total recoveries		785			956			329			488			978
Net charge-offs		1,976			617			1,663			826			1,952
Provision for loan losses		1,438			1,241			1,834			1,738			1,775
Provision for (recovery of) acquired loans		507			(87	)		177			-			-
Balance at end of period	$	20,575		$	20,606		$	20,069		$	19,721		$	18,809
Loans outstanding	$	2,604,782		$	2,558,456		$	2,527,445		$	2,497,023		$	2,146,369
Average loans outstanding		2,577,887			2,536,542			2,513,883			2,465,336			2,104,483
Allowance as a percent of loans outstanding		0.79	%		0.81	%		0.79	%		0.79	%		0.88	%
Allowance as a percent of non-performing loans		90.25	%		93.86	%		87.14	%		82.18	%		96.59	%
Net charge-offs (annualized) as a
percent of average loans outstanding		0.31	%		0.10	%		0.26	%		0.13	%		0.37	%
Net charge-offs, excluding overdraft deposit accounts,
(annualized) as a percent of average loans outstanding		0.32	%		0.06	%		0.24	%		0.12	%		0.43	%

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Non-Performing Assets
(Unaudited) ($ in 000s)
	December 31			September 30			June 30			March 31			December 31
	2013			2013			2013			2013			2012
Nonaccrual loans	$	22,363		$	21,535		$	21,847		$	23,198		$	19,194
Accruing loans past due 90 days or more		436			418			1,185			799			280
Total non-performing loans		22,799			21,953			23,032			23,997			19,474
Other real estate owned		8,470			7,518			10,837			10,508			8,162
Total non-performing assets	$	31,269		$	29,471		$	33,869		$	34,505		$	27,636
Non-performing assets as a percent of loans and
other real estate owned		1.20	%		1.15	%		1.33	%		1.38	%		1.28	%
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Total Past Due Loans
(Unaudited) ($ in 000s)
	Originated
	December 31			September 30			June 30			March 31			December 31
		2013			2013			2013			2013			2012
Residential real estate	$	4,850		$	5,414		$	6,525		$	5,889		$	5,748
Home equity - junior liens		921			732			655			858			2,893
Commercial and industrial		-			5			234			303			496
Commercial real estate		668			612			2,556			1,503			633
Consumer		182			96			103			83			121
DDA overdrafts		393			280			290			337			281
Total past due loans	$	7,014		$	7,139		$	10,363		$	8,973		$	10,172
	Acquired
	December 31			September 30			June 30			March 31			December 31
		2013			2013			2013			2013			2012
Residential real estate	$	1,014		$	1,032		$	951		$	2,037		$	-
Home equity - junior liens		-			23			-			-			-
Commercial and industrial		80			2,166			2,534			7,783			1,004
Commercial real estate		10,689			7,324			8,019			5,770			1,793
Consumer		695			703			693			864			-
DDA overdrafts		-			-			-			-			-
Total past due loans	$	12,478		$	11,248		$	12,197		$	16,454		$	2,797
	Total
	December 31			September 30			June 30			March 31			December 31
		2013			2013			2013			2013			2012
Residential real estate	$	5,864		$	6,446		$	7,476		$	7,926		$	5,748
Home equity - junior liens		921			755			655			858			2,893
Commercial and industrial		80			2,171			2,768			8,086			1,500
Commercial real estate		11,357			7,936			10,575			7,273			2,426
Consumer		877			799			796			947			121
DDA overdrafts		393			280			290			337			281
Total past due loans	$	19,492		$	18,387		$	22,560		$	25,427		$	12,969
Total past due loans as a percent of loans outstanding		0.75	%		0.72	%		0.89	%		1.02	%		0.60	%
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Troubled Debt Restructurings
(Unaudited) ($ in 000s)
	December 31			September 30			June 30			March 31			December 31
		2013			2013			2013			2013			2012
Residential real estate	$	20,345		$	20,380		$	21,480		$	20,136		$	18,988
Home equity - junior liens		2,873			2,772			2,963			3,025			3,743
Commercial and industrial		88			91			95			101			101
Commercial real estate		1,783			1,567			1,791			1,805			734
Consumer		-			-			-			142			142
Total	$	25,089		$	24,810		$	26,329		$	25,209		$	23,708
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.

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Purchased Credit Impaired Loans
(Unaudited) ($ in 000s)
	Virginia Savings Acquisition
	December 31		September 30		June 30		March 31		December 31
	2013		2013		2013		2013		2012
Contractual required principal and interest		3,932		5,253		7,330		8,789		10,759
Carrying value		3,115		4,248		5,421		5,886		7,018
	Community Financial Acquisition
	December 31		September 30		June 30		March 31		December 31
		2013		2013		2013		2013		2012
Contractual required principal and interest		40,639		40,896		47,850		**		-
Carrying value		26,865		24,958		27,845		**		-
** Comparative information was not available from the Company's third party service provider