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)

July 22, 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 July 22, 2014, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing the Company’s earnings results for the second quarter ended June 30, 2014. 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 July 22, 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: July 22, 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

July 22, 2014

For Further Information Contact:

Charles R. Hageboeck, Chief Executive Officer and President

(304) 769-1102

City Holding Company Announces Second Quarter Results

Charleston, West Virginia – City Holding Company, “the Company” (NASDAQ:CHCO), a $3.4 billion bank holding company headquartered in Charleston, today announced second quarter net income per diluted share of $0.80 and net income of $12.8 million. For the second quarter of 2014, the Company achieved a return on assets of 1.50%, a return on tangible equity of 15.8%, a net interest margin of 3.95%, and an efficiency ratio of 55.7%.  For the six months ended June 30, 2014, the Company achieved a return on assets of 1.57%, a return on tangible equity of 16.5%, a net interest margin of 4.05%, and an efficiency ratio of 54.0%.  In addition, the Company has increased its tangible equity ratio from 9.5% at December 31, 2013 to 9.8% at June 30, 2014.

City’s CEO Charles Hageboeck stated that “Our results for the second quarter of 2014 continue years of strong performance placing City among the top performing banks in the U.S.  During 2014, asset quality has continued to improve, capital has increased, and dividends have increased. Like most banks, however, we recognize that the economy remains stalled in a low-growth trajectory with many customers too uncertain about the future to buy homes or invest in growing their businesses.”

Net Interest Income

The Company’s tax equivalent net interest income declined $1.2 million, or 3.9%, from $30.2 million during the first quarter of 2014 to $29.0 million during the second quarter of 2014.  This is primarily due to the expected decrease in accretion related to the acquisitions of Virginia Savings and Community Bank ($1.5 million for quarter ended June 30, 2014 compared to $2.2 million for the quarter ended March 31, 2014).  The Company’s reported net interest margin decreased from 4.15% for the first quarter of 2014 to 3.95% for the second quarter of 2014.  Excluding the favorable impact of the accretion from the fair value adjustments, the net interest margin would have been 3.75% for the quarter ended June 30, 2014 and 3.85% for the quarter ended March 31, 2014.  This decrease was primarily due to loan yields compressing from 4.39% for the first quarter of 2014 to 4.27% for the second quarter of 2014 and resulted in net interest income declining $0.4 million.

Credit Quality - Asset Quality Continues to Improve

The Company’s ratio of nonperforming assets to total loans and other real estate owned improved from 1.19% at March 31, 2014 to 1.10% at June 30, 2014.  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 remained at $11.0 million, or 0.43% of total loans outstanding, at both March 31, 2014 and at June 30, 2014.  Acquired past due loans represent approximately 31% of total past due loans and have declined $13.0 million, or 79.2%, since March 31, 2013.

As a result of the Company’s quarterly analysis of the adequacy of the Allowance for Loan Losses (“ALLL”), the Company recorded a provision for loan losses of $0.4 million in the second quarter of 2014, compared to $2.0 for the comparable period in 2013 and $1.4 million for the first quarter of 2014.  The provision for loan losses recorded in the second quarter of 2014 reflects the modest growth in the loan portfolio, changes in the quality of the portfolio and general improvement in the Company’s historical loss rates used to compute the allowance not specifically allocated to individual credits.  Additionally, the improvement in nonperforming assets also contributed to a lower provision for loan losses during the second quarter of 2014.  For the six months ended June 30, 2014, the Company recorded provision for loan losses of $1.8 million and net charge offs for the same period were approximately $1.8 million.  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.

Non-interest Income

During the second quarter of 2014, the Company realized investment gains of $0.8 million from the sale of certain equity positions related to community banks and bank holding companies.  Excluding investment security transactions, non-interest income increased $0.1 million to $14.3 million in the second quarter of 2014 as compared to $14.2 million in the second quarter of 2013.  Bankcard revenues increased $0.4 million, or 11.2%, to $3.8 million and trust and investment management fee income increased $0.15 million, or 15.1%, to $1.1 million.  These increases were partially offset by lower other income ($0.2 million due to a decline in fixed rate mortgage lending activity) and service charges ($0.2 million or 2.3%).  The decline in service charges is attributed to a sluggish economy.

Non-interest Expenses

Non-interest expenses increased $0.3 million, from $24.0 million in the second quarter of 2013 to $24.3 million in the second quarter of 2014.  This increase was primarily related to higher salaries and employee benefits ($0.3 million), repossessed asset losses ($0.2 million), and advertising ($0.1 million).  These expenses were partially offset by a decrease in other expenses ($0.3 million).

2

Balance Sheet Trends

Loans increased $20.7 million (0.8%) from March 31, 2014 to $2.58 billion at June 30, 2014.  Residential real estate loans increased $30.6 million (2.5%), commercial and industrial (“C&I”) loans increased $5.3 million (3.7%) and home equity loans increased $1.1 million (0.8%).  These increases were partially offset by a decrease in commercial real estate loans ($16.3 million or 1.6%) that was attributable to a more competitive lending environment.

Total average depository balances increased $7.2 million, or 0.3%, from the quarter ended March 31, 2014 to the quarter ended June 30, 2014.  Increases in savings deposits ($16.3 million) and noninterest-bearing deposits ($10.5 million), were partially offset by a decrease in time deposits of $18.3 million.

Income Tax Expense

The Company’s effective income tax rate for the second quarter of 2014 was 33.7% compared to 34.4% for the year ended December 31, 2013, and 33.6% for the quarter ended June 30, 2013.  The effective rate is based upon the Company’s expected tax rate for the year ending December 31, 2014.

Capitalization and Liquidity

The Company’s loan to deposit ratio was 92.5% and the loan to asset ratio was 76.6% at June 30, 2014.  The Company maintained investment securities totaling 11.0% of assets as of this date.  Further, the Company’s deposit mix is weighted heavily toward checking and saving accounts that fund 51.9% of assets at June 30, 2014.  Time deposits fund 30.9% of assets at June 30, 2014, 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 9.8% at June 30, 2014 compared to 9.5% at December 31, 2013.  The Company was able to increase its tangible capital from December 31, 2013 despite the repurchase of approximately 195,000 shares of its common stock and increasing the quarterly cash dividend by over 8%.  At June 30, 2014, City National Bank’s Leverage Ratio is 9.53%, its Tier I Capital ratio is 12.89%, and its Total Risk-Based Capital ratio is 13.73%.  These regulatory capital ratios are significantly above levels required to be considered “well capitalized,” which is the highest possible regulatory designation.

On June 25, 2014, the Board approved a quarterly cash dividend of $0.40 cents per share payable July 31, 2014, to shareholders of record as of July 15, 2014.  During the quarter ended June 30, 2014, the Company repurchased 126,500 common shares at a weighted average price of $42.90 as part of a one million share repurchase plan authorized by the Board of Directors in July 2011.  At June 30, 2014, the Company could repurchase approximately 260,000 shares under the July 2011 authorization.

3

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.  In addition to the Bank, City National offers a full range of insurance products and services through CityInsurance Professionals, which completed an agency acquisition in June 2014.

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 materially 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) 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”) and the regulations promulgated and to be promulgated thereunder, which may subject the Company and its subsidiaries to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses.  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 June 30, 2014 Form 10-Q.  The Company will continue to evaluate the impact of any subsequent events on the preliminary June 30, 2014 results and will adjust the amounts if necessary.

4

CITY HOLDING COMPANY AND SUBSIDIARIES
Financial Highlights
(Unaudited)
	Three Months Ended June 30,						Percent
	2014			2013			Change
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	29,006		$	31,464			(7.81	)%
Net Income available to common shareholders		12,757			13,006			(1.91	)%
Earnings per Basic Share		0.81			0.83			(1.88	)%
Earnings per Diluted Share		0.80			0.82			(1.76	)%
Key Ratios (percent):
Return on Average Assets		1.50	%		1.53	%		(1.89	)%
Return on Average Tangible Equity		15.77	%		17.59	%		(10.37	)%
Net Interest Margin		3.95	%		4.35	%		(9.14	)%
Efficiency Ratio		55.75	%		52.04	%		7.12	%
Average Shareholders' Equity to Average Assets		11.71	%		10.94	%		7.07	%
Consolidated Risk Based Capital Ratios (a):
Tier I		13.69	%		12.34	%		10.94	%
Total		14.54	%		13.19	%		10.24	%
Tangible Equity to Tangible Assets		9.80	%		8.90	%		10.21	%
Common Stock Data:
Cash Dividends Declared per Share	$	0.40		$	0.37			8.11	%
Book Value per Share		25.45			23.52			8.21	%
Tangible Book Value per Share		20.67			18.76			10.16	%
Market Value per Share:
High		46.43			40.43			14.84	%
Low		41.74			36.87			13.21	%
End of Period		45.12			38.95			15.84	%
Price/Earnings Ratio (b)		13.90			11.77			18.07	%
	Six Months Ended June 30,						Percent
		2014			2013		Change
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	59,196		$	61,210			(3.29	)%
Net Income available to common shareholders		26,560			20,993			26.52	%
Earnings per Basic Share		1.69			1.34			25.85	%
Earnings per Diluted Share		1.67			1.33			25.94	%
Key Ratios (percent):
Return on Average Assets		1.57	%		1.25	%		25.33	%
Return on Average Tangible Equity		16.54	%		14.49	%		14.12	%
Net Interest Margin		4.05	%		4.26	%		(5.06	)%
Efficiency Ratio		53.99	%		59.14	%		(8.71	)%
Average Shareholders' Equity to Average Assets		11.67	%		10.84	%		7.69	%
Common Stock Data:
Cash Dividends Declared per Share	$	0.80		$	0.74			8.11	%
Market Value per Share:
High		46.69			40.43			15.48	%
Low		41.74			36.07			15.72	%
Price/Earnings Ratio (b)		13.37			14.53			(7.95	)%
(a) June 30, 2014 risk-based capital ratios are estimated
(b) June 30, 2014 price/earnings ratio computed based on annualized second quarter 2014 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
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		23.36		23.52		24.03		24.61		36.07		49.21
2014		25.05		25.45						41.74		46.69
Earnings per Basic Share
	Quarter Ended
	March 31		June 30		September 30		December 31		Year-to-Date
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		0.84		3.07
2014		0.87		0.81						1.69
Earnings per Diluted Share
	Quarter Ended
	March 31		June 30		September 30		December 31		Year-to-Date
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		0.83		3.04
2014		0.86		0.80						1.67

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Three Months Ended June 30,
	2014		2013
Interest Income
Interest and fees on loans	$	28,621	$	31,771
Interest on investment securities:
Taxable		2,930		2,632
Tax-exempt		277		312
Interest on federal funds sold		-		9
Total Interest Income		31,828		34,724
Interest Expense
Interest on deposits		2,737		3,195
Interest on short-term borrowings		85		79
Interest on long-term debt		151		153
Total Interest Expense		2,973		3,427
Net Interest Income		28,855		31,297
Provision for loan losses		435		2,011
Net Interest Income After Provision for Loan Losses		28,420		29,286
Non-Interest Income
Gains on sale of investment securities		818		9
Service charges		6,739		6,897
Bankcard revenue		3,838		3,450
Insurance commissions		1,319		1,358
Trust and investment management fee income		1,111		964
Bank owned life insurance		765		799
Other income		549		775
Total Non-Interest Income		15,139		14,252
Non-Interest Expense
Salaries and employee benefits		12,977		12,640
Occupancy and equipment		2,395		2,500
Depreciation		1,533		1,453
FDIC insurance expense		357		341
Advertising		925		819
Bankcard expenses		833		766
Postage, delivery, and statement mailings		530		552
Office supplies		420		463
Legal and professional fees		612		535
Telecommunications		506		465
Repossessed asset (gains)/losses, net of expenses		142		(23	)
Merger related expenses		-		65
Other expenses		3,075		3,383
Total Non-Interest Expense		24,305		23,959
Income Before Income Taxes		19,254		19,579
Income tax expense		6,497		6,573
Net Income Available to Common Shareholders	$	12,757	$	13,006
Distributed earnings allocated to common shareholders	$	6,178	$	5,751
Undistributed earnings allocated to common shareholders		6,448		7,139
Net earnings allocated to common shareholders	$	12,626	$	12,890
Average common shares outstanding		15,556		15,582
Effect of dilutive securities:
Employee stock options and warrants		150		170
Shares for diluted earnings per share		15,706		15,752
Basic earnings per common share	$	0.81	$	0.83
Diluted earnings per common share	$	0.80	$	0.82
Dividends declared per common share	$	0.40	$	0.37
Comprehensive Income	$	14,462	$	8,798

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Six months ended June 30,
	2014		2013
Interest Income
Interest and fees on loans	$	58,355	$	61,709
Interest on investment securities:
Taxable		5,933		5,382
Tax-exempt		558		636
Interest on federal funds sold		-		22
Total Interest Income		64,846		67,749
Interest Expense
Interest on deposits		5,490		6,422
Interest on short-term borrowings		160		149
Interest on long-term debt		301		309
Total Interest Expense		5,951		6,880
Net Interest Income		58,895		60,869
Provision for loan losses		1,798		3,749
Net Interest Income After Provision for Loan Losses		57,097		57,120
Non-Interest Income
Gains on sale of investment securities		901		93
Service charges		12,899		13,432
Bankcard revenue		7,523		6,649
Insurance commissions		3,344		3,198
Trust and investment management fee income		2,148		1,954
Bank owned life insurance		1,521		1,611
Other income		1,108		1,641
Total Non-Interest Income		29,444		28,578
Non-Interest Expense
Salaries and employee benefits		26,116		25,589
Occupancy and equipment		5,010		4,971
Depreciation		3,011		2,852
FDIC insurance expense		767		853
Advertising		1,749		1,554
Bankcard expenses		1,639		1,493
Postage, delivery, and statement mailings		1,105		1,158
Office supplies		830		904
Legal and professional fees		1,021		971
Telecommunications		844		910
Repossessed asset losses, net of expenses		521		(178	)
Merger related expenses		-		5,604
Other expenses		5,068		6,682
Total Non-Interest Expense		47,681		53,363
Income Before Income Taxes		38,860		32,335
Income tax expense		12,300		11,342
Net Income Available to Common Shareholders	$	26,560	$	20,993
Distributed earnings allocated to common shareholders	$	12,356	$	11,502
Undistributed earnings allocated to common shareholders		13,931		9,303
Net earnings allocated to common shareholders	$	26,287	$	20,805
Average common shares outstanding		15,583		15,521
Effect of dilutive securities:
Employee stock options and warrants		155		166
Shares for diluted earnings per share		15,738		15,687
Basic earnings per common share	$	1.69	$	1.34
Diluted earnings per common share	$	1.67	$	1.33
Dividends declared per common share	$	0.80	$	0.74
Comprehensive Income	$	29,041	$	16,875

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited) ($ in 000s)
	Three Months Ended
	June 30, 2014			June 30, 2013
Balance at April 1	$	393,750		$	365,848
Net income		12,757			13,006
Other comprehensive income:
Change in unrealized gain (loss) on securities available-for-sale		1,705			(4,208	)
Cash dividends declared ($0.40/share) and ($0.37/share), respectively		(6,225	)		(5,803	)
Issuance of stock award shares, net		316			246
Acquisition of Community Financial Corporation		-			(198	)
Exercise of 12,000 stock options		355			-
Purchase of 126,506 common shares of treasury		(5,427	)		-
Balance at June 30	$	397,231		$	368,891
	Six Months Ended
	June 30, 2014			June 30, 2013
Balance at January 1	$	387,623		$	333,274
Net income		26,560			20,993
Other comprehensive income:
Change in unrealized gain (loss) on securities available-for-sale		2,481			(4,118	)
Cash dividends declared ($0.80/share) and ($0.74/share), respectively		(12,512	)		(11,866	)
Issuance of stock award shares, net		889			703
Acquisition of Community Financial Corporation		-			28,508
Exercise of 19,000 stock options		553			-
Exercise of 62,685 stock options		-			1,397
Purchase of 194,651 common shares of treasury		(8,363	)		-
Balance at June 30	$	397,231		$	368,891

CITY HOLDING COMPANY AND SUBSIDIARIES
Condensed Consolidated Quarterly Statements of Income
(Unaudited) ($ in 000s, except per share data)
	Quarter Ended
	June 30			March 31			December 31			September 30			June 30
	2014			2014			2013			2013			2013
Interest income	$	31,828		$	33,018		$	35,116		$	35,674		$	34,724
Taxable equivalent adjustment		151			153			158			161			167
Interest income (FTE)		31,979			33,171			35,274			35,835			34,891
Interest expense		2,973			2,978			3,115			3,304			3,427
Net interest income		29,006			30,193			32,159			32,531			31,464
Provision for loan losses		435			1,363			1,945			1,154			2,011
Net interest income after provision
for loan losses		28,571			28,830			30,214			31,377			29,453
Noninterest income		15,139			14,305			14,948			14,480			14,252
Noninterest expense		24,305			23,376			24,881			24,665			23,959
Income before income taxes		19,405			19,759			20,281			21,192			19,746
Income tax expense		6,497			5,803			6,877			7,056			6,573
Taxable equivalent adjustment		151			153			158			161			167
Net income available to common shareholders	$	12,757		$	13,803		$	13,246		$	13,975		$	13,006
Distributed earnings allocated to common shareholders	$	6,178		$	6,224		$	5,775		$	5,767		$	5,751
Undistributed earnings allocated to common shareholders		6,448			7,439			7,352			8,081			7,139
Net earnings allocated to common shareholders	$	12,626		$	13,663		$	13,127		$	13,848		$	12,890
Average common shares outstanding		15,556			15,631			15,636			15,608			15,582
Effect of dilutive securities:
Employee stock options and warrants		150			165			163			182			170
Shares for diluted earnings per share		15,706			15,796			15,799			15,790			15,752
Basic earnings per common share	$	0.81		$	0.87		$	0.84		$	0.89		$	0.83
Diluted earnings per common share		0.80			0.86			0.83			0.88			0.82
Cash dividends declared per share		0.40			0.40			0.37			0.37			0.37
Net Interest Margin		3.95	%		4.15	%		4.33	%		4.47	%		4.35	%
Interest Income from Accretion Related to Fair Value Adjustments Recorded as a Result of Acquisition	$	1,494		$	2,151		$	3,899		$	5,046		$	3,517
Net Interest Margin (excluding accretion)		3.75	%		3.85	%		3.81	%		3.78	%		3.86	%

CITY HOLDING COMPANY AND SUBSIDIARIES
Non-Interest Income and Non-Interest Expense
(Unaudited) ($ in 000s)
	Quarter Ended
	June 30		March 31		December 31			September 30			June 30
	2014		2014		2013			2013			2013
Non-Interest Income:
Service charges	$	6,739	$	6,160	$	6,995		$	7,169		$	6,897
Bankcard revenue		3,838		3,685		3,403			3,468			3,450
Insurance commissions		1,319		2,025		1,269			1,365			1,358
Trust and investment management fee income		1,111		1,037		1,093			939			964
Bank owned life insurance		765		756		976			805			799
Other income		549		559		541			734			775
Subtotal		14,321		14,222		14,277			14,480			14,243
Gain (loss) on sale of investment securities		818		83		671			-			9
Total Non-Interest Income	$	15,139	$	14,305	$	14,948		$	14,480		$	14,252
Non-Interest Expense:
Salaries and employee benefits	$	12,977	$	13,139	$	12,910		$	12,930		$	12,640
Occupancy and equipment		2,395		2,615		2,529			2,409			2,500
Depreciation		1,533		1,478		1,468			1,437			1,453
FDIC insurance expense		357		410		500			500			341
Advertising		925		824		408			712			819
Bankcard expenses		833		806		697			680			766
Postage, delivery and statement mailings		530		575		521			541			552
Office supplies		420		410		408			416			463
Legal and professional fees		612		409		1,469			591			535
Telecommunications		506		338		581			721			465
Repossessed asset (gains) losses, net of expenses		142		379		(72	)		896			(23	)
Merger related expenses		-		-		72			(150	)		65
Other expenses		3,075		1,993		3,390			2,982			3,383
Total Non-Interest Expense	$	24,305	$	23,376	$	24,881		$	24,665		$	23,959
Employees (Full Time Equivalent)		912		925		923			924			931
Branch Locations		82		82		83			83			83

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000s)
	June 30			December 31
	2014			2013
	(Unaudited)
Assets
Cash and due from banks	$	93,962		$	75,999
Interest-bearing deposits in depository institutions		16,778			9,877
Cash and cash equivalents		110,740			85,876
Investment securities available-for-sale, at fair value		258,761			352,660
Investment securities held-to-maturity, at amortized cost		96,039			4,117
Other securities		14,234			13,343
Total investment securities		369,034			370,120
Gross loans		2,577,777			2,606,197
Allowance for loan losses		(20,536	)		(20,575	)
Net loans		2,557,241			2,585,622
Bank owned life insurance		93,567			92,047
Premises and equipment, net		80,171			82,548
Accrued interest receivable		7,727			6,866
Net deferred tax assets		37,793			42,165
Intangible assets		74,670			75,142
Other assets		33,771			27,852
Total Assets	$	3,364,714		$	3,368,238
Liabilities
Deposits:
Noninterest-bearing	$	500,391		$	493,228
Interest-bearing:
Demand deposits		609,584			601,527
Savings deposits		635,293			612,772
Time deposits		1,040,979			1,077,606
Total deposits		2,786,247			2,785,133
Short-term borrowings
Customer repurchase agreements		133,142			137,798
Long-term debt		16,495			16,495
Other liabilities		31,599			41,189
Total Liabilities		2,967,483			2,980,615
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 June 30, 2014 and December 31, 2013
less 2,892,542 and 2,748,922 shares in treasury, respectively		46,249			46,249
Capital surplus		106,830			107,596
Retained earnings		348,018			333,970
Cost of common stock in treasury		(101,357	)		(95,202	)
Accumulated other comprehensive loss:
Unrealized gain on securities available-for-sale		371			(2,110	)
Underfunded pension liability		(2,880	)		(2,880	)
Total Accumulated Other Comprehensive Loss		(2,509	)		(4,990	)
Total Stockholders' Equity		397,231			387,623
Total Liabilities and Stockholders' Equity	$	3,364,714		$	3,368,238

CITY HOLDING COMPANY AND SUBSIDIARIES
Investment Portfolio
(Unaudited) ($ in 000s)
	Original Cost		Credit-Related Net Investment Impairment Losses through June 30, 2014			Unrealized Gains (Losses)			Carrying Value
US Government Agencies	$	2,049	$	-		$	29		$	2,078
Mortgage Backed Securities		286,103		-			304			286,407
Municipal Bonds		39,276		-			864			40,140
Pooled Bank Trust Preferreds		23,208		(20,171	)		(1,264	)		1,773
Single Issuer Bank Trust Preferreds,
Subdebt of Financial Institutions, and
Bank Holding Company Preferred Stocks		20,569		(1,015	)		(511	)		19,043
Money Markets and Mutual Funds		1,525		-			(12	)		1,513
Federal Reserve Bank and FHLB stock		14,234		-			-			14,234
Community Bank Equity Positions		5,175		(2,638	)		1,309			3,846
Total Investments	$	392,139	$	(23,824	)	$	719		$	369,034

CITY HOLDING COMPANY AND SUBSIDIARIES
Loan Portfolio
(Unaudited) ($ in 000s)
		June 30		March 31		December 31		September 30		June 30
		2014		2014		2013		2013		2013
Residential real estate (1)		$	1,245,393	$	1,214,785	$	1,207,150	$	1,188,841	$	1,170,123
Home equity - junior liens			143,031		141,929		143,390		140,887		138,367
Commercial and industrial			149,442		144,108		164,484		151,185		138,299
Commercial real estate (2)			993,552		1,009,892		1,040,866		1,022,278		1,023,311
Consumer			42,859		42,320		46,402		50,757		54,242
DDA overdrafts			3,501		4,001		3,905		4,508		3,103
Gross Loans		$	2,577,778	$	2,557,035	$	2,606,197	$	2,558,456	$	2,527,445
Construction loans included in:
(1) - Residential real estate loans		$	20,078	$	17,697	$	17,337	$	14,808	$	15,889
(2) - Commercial real estate loans		$	24,608	$	28,894	$	24,026	$	17,391	$	24,726
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 ("Virginia Savings") and Community Financial Corporation ("Community") acquisitions.
		Virginia Savings				Community
		Loan		Certificates of		Loan		Certificates of
Year Ended:		Accretion(a)		Deposit(a)		Accretion(a)		Deposit(a)		Total
	1Q 2014	$	299	$	131	$	1,628	$	93	$	2,151
	2Q 2014	$	284	$	135	$	1,023	$	52	$	1,494
Remainder 2014			384		270		1,472		105		2,231
	2015		492		518		2,276		160		3,446
	2016		304		497		1,526		43		2,370
a - 1Q & 2Q 2014 amounts are based on actual results. Remainder 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 June 30,
				2014								2013
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets:
Loan portfolio (1):
Residential real estate (2)	$	1,366,485		$	13,696		4.02	%	$	1,290,188		$	13,564		4.22	%
Commercial, financial, and agriculture (2)		1,143,001			13,260		4.65	%		1,156,269			15,654		5.43	%
Installment loans to individuals (2), (3)		54,115			1,097		8.13	%		67,426			1,839		10.94	%
Previously securitized loans (4)		***			568		***			***			714		***
Total loans		2,563,601			28,621		4.48	%		2,513,883			31,771		5.07	%
Securities:
Taxable		345,419			2,930		3.40	%		327,252			2,632		3.23	%
Tax-exempt (5)		27,343			428		6.28	%		31,789			479		6.04	%
Total securities		372,762			3,358		3.61	%		359,041			3,111		3.48	%
Deposits in depository institutions		9,108			-		-			7,451			-		-
Federal funds sold		-			-		-			22,747			9		0.16	%
Total interest-earning assets		2,945,471			31,979		4.35	%		2,903,122			34,891		4.82	%
Cash and due from banks		149,111								175,837
Bank premises and equipment		81,061								82,243
Other assets		247,510								261,552
Less:  Allowance for loan losses		(21,474	)							(20,089	)
Total assets	$	3,401,679							$	3,402,665
Liabilities:
Interest-bearing demand deposits		610,489			165		0.11	%		611,334			179		0.12	%
Savings deposits		634,718			198		0.13	%		603,604			216		0.14	%
Time deposits (2)		1,051,811			2,374		0.91	%		1,116,358			2,800		1.01	%
Short-term borrowings		133,282			85		0.26	%		125,729			79		0.25	%
Long-term debt		16,495			151		3.67	%		16,495			153		3.72	%
Total interest-bearing liabilities		2,446,795			2,973		0.49	%		2,473,520			3,427		0.56	%
Noninterest-bearing demand deposits		527,679								519,212
Other liabilities		28,783								37,698
Stockholders' equity		398,422								372,235
Total liabilities and
stockholders' equity	$	3,401,679							$	3,402,665
Net interest income				$	29,006							$	31,464
Net yield on earning assets							3.95	%							4.35	%
(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) Included in the above table are the following amounts (in thousands) for the accretion of the fair value adjustments related to the acquisitions of Virginia Savings Bancorp ("Virginia Savings") and Community Financial Corporation ("Community"):
	Three Months Ended June 30, 2014								Three Months Ended June 30, 2013
	Virginia Savings			Community		Total			Virginia Savings			Community		Total
Residential real estate		107			143		250			243			55		298
Commercial, financial, and agriculture		141			715		856			1,047			1,313		2,360
Installment loans to individuals		36			165		201			44			519		563
Time deposits		135			52		187			122			174		296
		419			1,075		1,494			1,456			2,061		3,517
(3) Includes the Company’s consumer and DDA overdrafts loan categories.
(4) Effective January 1, 2012, the carrying value of the Company's previously securitized loans was reduced to $0.
(5)Computed on a fully federal tax-equivalent basis assuming a tax rate of approximately 35%.

CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Average Balance Sheets, Yields, and Rates
(Unaudited) ($ in 000s)
	Six Months Ended June 30,
				2014								2013
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets:
Loan portfolio (1):
Residential real estate (2)	$	1,358,564		$	27,442		4.07	%	$	1,283,907		$	27,284		4.29	%
Commercial, financial, and agriculture (2)		1,155,235			27,496		4.80	%		1,139,187			29,845		5.28	%
Installment loans to individuals (2), (3)		53,340			2,275		8.60	%		66,649			3,217		9.73	%
Previously securitized loans (4)		***			1,142		***			***			1,363		***
Total loans		2,567,139			58,355		4.58	%		2,489,743			61,709		5.00	%
Securities:
Taxable		345,699			5,933		3.46	%		338,627			5,382		3.21	%
Tax-exempt (5)		27,424			859		6.32	%		32,386			978		6.09	%
Total securities		373,123			6,792		3.67	%		371,013			6,360		3.46	%
Deposits in depository institutions		8,970			-		-			8,238			-		-
Federal funds sold		-			-		0.00	%		26,320			21		0.16	%
Total interest-earning assets		2,949,232			65,147		4.45	%		2,895,314			68,090		4.74	%
Cash and due from banks		137,232								144,096
Bank premises and equipment		81,635								81,604
Other assets		246,804								260,449
Less:  Allowance for loan losses		(21,347	)							(19,782	)
Total assets	$	3,393,556							$	3,361,681
Liabilities:
Interest-bearing demand deposits		611,139			341		0.11	%		607,339			358		0.12	%
Savings deposits		626,610			407		0.13	%		593,880			430		0.15	%
Time deposits (2)		1,060,887			4,742		0.90	%		1,111,696			5,634		1.02	%
Short-term borrowings		126,067			160		0.26	%		118,838			149		0.25	%
Long-term debt		16,495			301		3.68	%		16,495			309		3.78	%
Total interest-bearing liabilities		2,441,198			5,951		0.49	%		2,448,248			6,880		0.57	%
Noninterest-bearing demand deposits		522,472								508,865
Other liabilities		33,717								40,142
Stockholders' equity		396,169								364,426
Total liabilities and
stockholders' equity	$	3,393,556							$	3,361,681
Net interest income				$	59,196							$	61,210
Net yield on earning assets							4.05	%							4.26	%
(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) Included in the above table are the following amounts (in thousands) for the accretion of the fair value adjustments related to the acquisitions of Virginia Savings Bancorp ("Virginia Savings") and Community Financial Corporation ("Community"):
	Six Months Ended June 30, 2014								Six Months Ended June 30, 2013
	Virginia Savings			Community		Total			Virginia Savings			Community		Total
Residential real estate		258			258		516			519			243		762
Commercial, financial, and agriculture		255			2,039		2,294			1,720			1,923		3,643
Installment loans to individuals		70			354		424			80			579		659
Time deposits		266			145		411			300			334		634
		849			2,796		3,645			2,619			3,079		5,698
(3) Includes the Company’s consumer and DDA overdrafts loan categories.
(4) Effective January 1, 2012, the carrying value of the Company's previously securitized loans was reduced to $0.
(5)Computed on a fully federal tax-equivalent basis assuming a tax rate of approximately 35%.

CITY HOLDING COMPANY AND SUBSIDIARIES
Analysis of Risk-Based Capital
(Unaudited) ($ in 000s)
	June 30			March 31			December 31			September 30			June 30
	2014 (a)			2014			2013			2013			2013
Tier I Capital:
Stockholders' equity	$	397,231		$	393,750		$	387,623		$	378,042		$	368,891
Goodwill and other intangibles		(74,483	)		(74,719	)		(74,955	)		(76,233	)		(74,455	)
Accumulated other comprehensive loss		2,509			4,214			4,990			6,173			5,540
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		(4,019	)		(6,508	)		(8,800	)		(12,495	)		(13,572	)
Total tier I capital	$	337,238		$	332,737		$	324,859		$	311,470		$	302,394
Total Risk-Based Capital:
Tier I capital	$	337,238		$	332,737		$	324,859		$	311,470		$	302,394
Qualifying allowance for loan losses		20,536			21,044			20,575			20,606			20,069
Unrealized gain on securities		605			786			606			722			686
Total risk-based capital	$	358,379		$	354,567		$	346,040		$	332,798		$	323,149
Net risk-weighted assets	$	2,464,081		$	2,450,949		$	2,499,591		$	2,460,895		$	2,450,010
Ratios:
Average stockholders' equity to average assets		11.71	%		11.64	%		11.35	%		11.14	%		10.94	%
Tangible capital ratio		9.80	%		9.60	%		9.49	%		9.08	%		8.90	%
Risk-based capital ratios:
Tier I capital		13.69	%		13.58	%		13.00	%		12.66	%		12.34	%
Total risk-based capital		14.54	%		14.47	%		13.84	%		13.52	%		13.19	%
Leverage capital		10.15	%		10.07	%		9.80	%		9.43	%		9.12	%
(a) June 30, 2014 risk-based capital ratios are estimated
CITY HOLDING COMPANY AND SUBSIDIARIES
Intangibles
(Unaudited) ($ in 000s)
	As of and for the Quarter Ended
	June 30			March 31			December 31			September 30			June 30
		2014			2014			2013			2013			2013
Intangibles, net	$	74,670		$	74,906		$	75,142		$	76,420		$	74,642
Intangibles amortization expense		236			236			260			260			260

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Loan Loss Experience
(Unaudited) ($ in 000s)
	Quarter Ended
	June 30			March 31			December 31			September 30			June 30
	2014			2014			2013			2013			2013
Balance at beginning of period	$	21,044		$	20,575		$	20,606		$	20,069		$	19,721
Charge-offs:
Commercial and industrial		1			4			268			380			330
Commercial real estate		587			382			1,384			181			419
Residential real estate		316			427			583			487			520
Home equity		38			108			17			8			154
Consumer		38			84			128			102			221
DDA overdrafts		321			341			381			415			348
Total charge-offs		1,301			1,346			2,761			1,573			1,992
Recoveries:
Commercial and industrial		18			63			33			30			20
Commercial real estate		53			30			116			635			16
Residential real estate		39			24			97			69			20
Home equity		-			-			-			-			-
Consumer		53			76			85			25			70
DDA overdrafts		195			259			454			197			203
Total recoveries		358			452			785			956			329
Net charge-offs		943			894			1,976			617			1,663
Provision for loan losses		285			1,375			1,438			1,241			1,834
Provision for (recovery of) acquired loans		150			(12	)		507			(87	)		177
Balance at end of period	$	20,536		$	21,044		$	20,575		$	20,606		$	20,069
Loans outstanding	$	2,577,777		$	2,557,035		$	2,606,197		$	2,558,456		$	2,527,445
Average loans outstanding		2,563,601			2,570,719			2,577,902			2,536,542			2,513,883
Allowance as a percent of loans outstanding		0.80	%		0.82	%		0.79	%		0.81	%		0.79	%
Allowance as a percent of non-performing loans		106.86	%		100.09	%		90.25	%		93.86	%		87.14	%
Net charge-offs (annualized) as a
percent of average loans outstanding		0.15	%		0.14	%		0.31	%		0.10	%		0.26	%
Net charge-offs, excluding overdraft deposit
accounts, (annualized) as a percent of average loans outstanding		0.13	%		0.13	%		0.32	%		0.06	%		0.24	%

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Non-Performing Assets
(Unaudited) ($ in 000s)
	June 30			March 31			December 31			September 30			June 30
	2014			2014			2013			2013			2013
Nonaccrual loans	$	18,423		$	20,593		$	22,363		$	21,535		$	21,847
Accruing loans past due 90 days or more		794			432			436			418			1,185
Total non-performing loans		19,217			21,025			22,799			21,953			23,032
Other real estate owned		9,129			9,538			8,470			7,518			10,837
Total non-performing assets	$	28,346		$	30,563		$	31,269		$	29,471		$	33,869
Non-performing assets as a percent of loans and
other real estate owned		1.10	%		1.19	%		1.20	%		1.15	%		1.33	%
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Total Past Due Loans
(Unaudited) ($ in 000s)
	Originated
	June 30			March 31			December 31			September 30			June 30
		2014			2014			2013			2013			2013
Residential real estate	$	5,794		$	4,118		$	4,850		$	5,414		$	6,525
Home equity - junior liens		926			638			921			732			655
Commercial and industrial		25			77			0			5			234
Commercial real estate		443			789			668			612			2,556
Consumer		80			63			182			96			103
DDA overdrafts		281			196			393			280			290
Total past due loans	$	7,549		$	5,881		$	7,014		$	7,139		$	10,363
	Acquired
	June 30			March 31			December 31			September 30			June 30
		2014			2014			2013			2013			2013
Residential real estate	$	873		$	813		$	1,014		$	1,032		$	951
Home equity - junior liens		3			21			-			23			-
Commercial and industrial		58			127			80			2,166			2,534
Commercial real estate		2,110			3,789			10,689			7,324			8,019
Consumer		374			397			695			703			693
DDA overdrafts		-			-			-			-			-
Total past due loans	$	3,418		$	5,147		$	12,478		$	11,248		$	12,197
	Total
	June 30			March 31			December 31			September 30			June 30
		2014			2014			2013			2013			2013
Residential real estate	$	6,667		$	4,931		$	5,864		$	6,446		$	7,476
Home equity - junior liens		929			659			921			755			655
Commercial and industrial		83			204			80			2,171			2,768
Commercial real estate		2,553			4,578			11,357			7,936			10,575
Consumer		454			460			877			799			796
DDA overdrafts		281			196			393			280			290
Total past due loans	$	10,967		$	11,028		$	19,492		$	18,387		$	22,560
Total past due loans as a percent of loans outstanding		0.43	%		0.43	%		0.75	%		0.72	%		0.89	%
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Troubled Debt Restructurings
(Unaudited) ($ in 000s)
	June 30			March 31			December 31			September 30			June 30
		2014			2014			2013			2013			2013
Residential real estate	$	19,212		$	18,940		$	20,345		$	20,380		$	21,480
Home equity - junior liens		2,858			2,866			2,873			2,772			2,963
Commercial and industrial		86			84			88			91			95
Commercial real estate		2,281			1,854			1,783			1,567			1,791
Consumer		-			-			-			-			-
Total	$	24,437		$	23,744		$	25,089		$	24,810		$	26,329

CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Purchased Credit Impaired Loans
(Unaudited) ($ in 000s)
	Virginia Savings Acquisition
	June 30		March 31		December 31		September 30		June 30
	2014		2014		2013		2013		2013
Contractual required principal and interest		3,735		3,821		3,932		5,253		7,330
Carrying value		3,098		3,102		3,182		4,248		5,421
	Community Acquisition
	June 30		March 31		December 31		September 30		June 30
		2014		2014		2013		2013		2013
Contractual required principal and interest		27,394		30,476		38,566		40,896		47,850
Carrying value		17,902		19,986		26,330		24,958		27,845