8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

October 18, 2004

CITY HOLDING COMPANY

(Exact name of registrant as specified in its charter)

West Virginia	0-17733	55-0619957
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25 Gatewater Road Charleston, West Virginia,	25313
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(304) 769-1100

Not applicable

(Former name or former address, if changed since last report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ 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 (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

On October 18, 2004, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99, announcing the Company’s third quarter 2004 earnings. Furnished as Exhibit 99 and incorporated herein by reference is the news release issued by the Company announcing its third quarter 2004 earnings.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99 News Release issued on October 18, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CITY HOLDING COMPANY
Date: October 20, 2004
	By:	/s/ Michael D. Dean
		Michael D. Dean
		Senior Vice President - Finance,
		Chief Accounting Officer and
		Duly Authorized Officer

EX-99

Exhibit 99

NEWS RELEASE

For Immediate Release

October 18, 2004

For Further Information Contact:

Jerry Francis, Chairman, President & CEO

(304) 769-1101

City Holding Company Announces Third Quarter Earnings

Charleston, West Virginia – City Holding Company, “the Company” (NASDAQ:CHCO), a $2.2 billion bank holding company headquartered in Charleston, today announced net income for the third quarter of $11.0 million, or diluted earnings per share of $0.65 compared to $11.5 million, or $0.68 per diluted share in the third quarter of 2003. For the quarter, the Company achieved a return on assets of 1.98%, a return on equity of 21.4%, a net interest margin of 4.27%, and an efficiency ratio of 48.4%, placing the Company among the most profitable banks for the quarter. At September 30, 2004 the book value of the Company’s common stock was $12.70 per share compared to a book value of $11.03 per share at September 30, 2003, representing a 15.1% increase.

During the third quarter of 2003, the Company recorded negative provision for loan losses of $1.9 million, which had the effect of increasing after-tax net income by $0.07 per diluted share. Also during the third quarter of 2003, the Company recognized $1.6 million pre-tax in non-interest income resulting from a legal settlement with the FDIC, which had the effect of adding $0.06 per diluted share, after-tax, to operating results in the third quarter of 2003. These were partially offset by losses on the sale of low-yielding securities of $0.8 million in the third quarter of 2003. Cumulatively, these three events added $0.10 to diluted earnings per share during the third quarter of 2003.

“The Company enjoyed strong performance in its core businesses during the third quarter of 2004” said Jerry Francis, President and CEO of the Company. “Loans grew, deposits grew, and net interest income for the third quarter of 2004 was $21.6 million compared to $20.5 million for the comparable quarter in 2003 representing an increase of 5.4%. Excluding investment security losses and revenues from legal settlements, the Company experienced nearly 14% growth in non-interest income while expenses grew by only 4.4%.”

Balance Sheet Trends

As compared to September 30, 2003, loans have increased $101.7 million. Specifically, home equity loan balances increased by $32.8 million and commercial real estate loan balances grew by $60.2 million. Additionally, the carrying value of Previously Securitized Loans increased $33.6 million from September 30, 2003 to September 30, 2004. This increase was due to the Company’s early redemption of the outstanding obligations pursuant to each of its six securitization trusts, resulting in the Company becoming the beneficial owner of the remaining mortgage loans held by those trusts. Offsetting the targeted loan growth, were decreases in loan portfolios that the Company has de-emphasized, including decreases in indirect loans of $16.1 million and decreases in unsecured consumer loans of $19.2 million. The Company also experienced strong and steady increases in average depository balances, which were 4.4% higher in the third quarter of 2004 as compared to the third quarter of 2003, increasing from $1.595 billion to $1.665 billion. This growth occurred in average non-interest bearing deposits, which were up 4.8%; interest-bearing demand deposits, which were up 6.2%; and time deposits, which were up 6.5%.

Net Interest Income

Tax equivalent net interest income in the third quarter of 2004 increased by $1.1 million or 5.1%, as compared to the third quarter of 2003. This increase can primarily be attributed to growth in interest

earning assets. In addition to the increase in loans discussed above, investment security balances increased by over $140 million between the third quarter of 2003 and the third quarter of 2004 offset by increased borrowings effected through the Federal Home Loan Bank of Pittsburgh. Also, during the fourth quarter of 2003, the Company reduced its funding costs through the redemption of $57.5 million in 9.125% trust preferred securities.

The average rate earned on interest-earning assets decreased 35 basis points from 6.19% in the third quarter of 2003 to 5.84% in the third quarter of 2004 reflecting growth in lower yielding investment securities and the impact of earning assets which repriced downward due to lower interest rates. The corresponding cost of interest-bearing liabilities decreased 17 basis points from 2.09% in the third quarter of 2003 to 1.92% in the third quarter of 2004. This decrease was primarily attributable to the redemption of trust preferred securities discussed above. The net interest margin declined by 23 basis points from 4.50% in the third quarter of 2003 to 4.27% in the third quarter of 2004 as the combined impact of an increase in investment securities at lower average yields and the repricing of loans downward more than offset the benefits of repositioning the Company’s trust preferred debt.

The Company’s net interest income in the third quarter of 2004 increased by 7 basis points to 4.27% as compared to 4.20% in the second quarter of 2004. This increase can be attributed to increases in the Prime rate of 0.75% during the third quarter. As the Prime rate increased, the rate earned on the Company’s assets increased faster than the Company’s cost of liabilities which is consistent with what the Company has previously described as its exposure to rising interest rates.

Credit Quality

At September 30, 2004, the ALLL was $18.5 million or 1.38% of total loans outstanding and 515% of non-performing loans. Adjusting for $71 million in previously securitized loans, where losses are not expected to flow through the allowance for loan losses but instead are reflected in the yield on these assets, the ALLL represents 1.46% of loans net of previously securitized loans. The Company believes that its methodology for determining its ALLL adequately provides for probable losses inherent in the loan portfolio at September 30. The Company recorded no provision for loan losses in the third quarter of 2004. During the third quarter of 2004, the Company had gross charge-offs of $2.957 million. These charge-offs were offset by $1.661 million in recoveries, resulting in net charge-offs of $1.296 million. These charged off loans had been adequately considered in determining the adequacy of the allowance for loan losses in prior periods.

Non-Interest Income

Non-interest income in the third quarter of 2004 was $10.856 million as compared to $10.346 million in the third quarter of 2003. During the third quarter of 2003, the Company recorded income of $1.6 million associated with a legal settlement and investment security losses of $0.810 million. Net of these two events, non-interest income would have been $9.556 million reflecting growth in the third quarter of 2004 as compared to the year-ago quarter of 13.6%. The largest source of non-interest income is fee income from depository accounts, which increased from $7.3 million during the third quarter of 2003 to $8.4 million during the third quarter of 2004, or 15.9%, reflecting growth in new customers and services provided to the Company’s depository customers.

Non-Interest Expenses

Non-interest expense increased by $0.7 million for the quarter, from $15.1 million in the third quarter of 2003 to $15.8 million in the third quarter of 2004, an increase of 4.4%. This increase is attributable to an increase of $0.4 million in the cost of salaries and employee benefits – principally higher health care costs and the costs of providing for executive severances.

Previously Securitized Loans

Between 1997 and 1999, the company originated and securitized $760 million in 125% loan to value junior-lien underlying mortgages in six separate pools known as City Capital Home Loan Trust 1997-1, 98-1, 98-2, 98-3, 98-4 and 99-1. The Company had a retained interest in the residual cash flows associated with these underlying mortgages after satisfying priority claims. Principal amounts owed to investors in the securitizations were evidenced by securities that were subject to redemption under certain circumstances. Once the Notes were redeemed, the Company became the beneficial owner of the mortgage loans and recorded the loans as “Previously Securitized Loans” within the loan portfolio. As of April 30, 2004, the Company had exercised its early redemption option with respect to all of these Trusts.

Because the carrying value of the previously securitized loans incorporates discounts for expected prepayment and default rates, the carrying value of the loans is generally less than the contractual outstanding balance of the loans. As of September 30, 2004, the contractual outstanding balances of the mortgages securitized were $87.4 million while the carrying value of these assets was $71.0 million. The difference between the carrying value and the contractual outstanding balance of previously securitized loans is accreted into interest income over the life of the loans.

Net credit losses on previously securitized loans are first recorded against this discount and, therefore, impact the yield earned on these loans. Should net credit losses exceed the reported balance of the discount over the life of the loans, credit losses would then be provided for through the Company’s provision and allowance for loan losses. Based upon its assumptions, the Company expects the net carrying value of previously securitized loan balances to decrease as shown below:

December 31, 2004	$	64 million
December 31, 2005	$	44 million
December 31, 2006	$	32 million
December 31, 2007	$	24 million

Capitalization and Liquidity

One of the Company’s strengths is that it is highly profitable while maintaining strong liquidity and capital. With respect to liquidity, the Company’s loan to deposit ratio was 81.3% and the loan to asset ratio was 60.7% at September 30, 2004. The Company maintained investment securities totaling 31.8% of assets as of this date. Further, the Company’s deposit mix is weighted heavily toward checking and saving accounts that fund 44.8% of assets at September 30, 2004. Time deposits fund 29.8% of assets but very few of these deposits are in accounts of more than $250,000 reflecting the core retail orientation of the Company. Equity represents 9.5% of total assets, leaving only 15.9% of the Company’s assets funded by short and long-term borrowings and other liabilities.

The Company is also strongly capitalized. Capitalization (as measured by average equity to average assets) was 9.50% at September 30, 2004 as a result of the Company’s strong earnings. The Company’s tangible equity ratio was 9.24% at September 30, 2004. With respect to regulatory capital, at September 30, 2004, the Company’s Leverage Ratio is 10.47%, the Tier I Capital ratio is 15.21%, and the Total Risk-Based Capital ratio is 16.44%. The Company’s regulatory capital ratios are significantly above levels required to be considered “well capitalized,” which is the highest possible regulatory designation.

During the third quarter of 2004, the Company repurchased 87,740 common shares at a weighted average price of $29.96 as part of a 1 million share repurchase plan originally authorized by the Board of Directors in June of 2002. Under this authorization, as of September 30, 2004, the Company may repurchase an additional 382,260 shares from time to time depending upon market conditions.

Other Events of Interest

In September, City National Bank opened new banking offices in Wal-Mart Supercenters located in Barboursville and Charleston, West Virginia. These two new locations provide City customers with convenient access to their financial needs in two of the state’s most popular shopping areas. In October, the Company announced plans to provide banking services in two new Wal-Mart Supercenters currently under construction in Beckley, West Virginia and in Ashland, Kentucky. Both branches are expected to open in the second quarter of 2005. We are very pleased with the initial success of our first two Wal-Mart branches and we will continue to look for opportunities to build on this successful partnership. City National Bank is committed to providing customers with convenient access to their financial needs and Wal-Mart has tremendous exposure and high traffic counts, which give us considerable opportunity for new Totally Free Checking and Home Equity relationships.

City Holding Company is the parent company of City National Bank of West Virginia. In addition to the Bank, City National Bank operates CityInsurance Professionals, an insurance agency offering a full range of insurance products and services.

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, or conversely, the Company may incur less, or even negative, loan loss provision due to positive credit quality trends in the future; (2) the Company may not continue to experience significant recoveries of previously charged-off loans and the Company may incur increased charge-offs in the future; (3) the Company may experience increases in the default rates on previously securitized loans causing the yields on these assets to decline; (4) the Company could have adverse legal actions of a material nature; (5) the Company may face competitive loss of customers; (6) the Company may be unable to manage its expense levels; (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; and (10) the Company may experience difficulties growing loan and deposit balances. 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.

CITY HOLDING COMPANY AND SUBSIDIARIES

Financial Highlights

(Unaudited)

	Three Months Ended
	September 30 2004			September 30 2003			Percent Change
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	21,868		$	20,800		5.13	%
Net Income		10,956			11,533		(5.00	)%
Earnings per Basic Share		0.66			0.69		(4.35	)%
Earnings per Diluted Share		0.65			0.68		(4.41	)%
Key Ratios (percent):
Return on Average Assets		1.98	%		2.31	%	(14.17	)%
Return on Average Equity		21.41	%		25.04	%	(14.51	)%
Net Interest Margin		4.27	%		4.50	%	(5.07	)%
Efficiency Ratio		48.43	%		47.50	%	1.96	%
Average Shareholders’ Equity to Average Assets		9.26	%		9.23	%	0.35	%
Risk-Based Capital Ratios (a):
Tier I		15.21	%		13.58	%	12.00	%
Total		16.44	%		16.58	%	(0.84	)%
Common Stock Data:
Cash Dividends Declared per Share	$	0.22		$	0.20		10.00	%
Book Value per Share		12.70			11.03		15.14	%
Market Value per Share:
High		33.05			36.00		(8.19	)%
Low		28.69			28.91		(0.76	)%
End of Period		32.89			33.17		(0.84	)%
Price/Earnings Ratio (b)		12.46			12.02		3.66	%

(a) September 30, 2004 risk-based capital ratios are estimated.

(b) September 30, 2004 price/earnings ratio computed based on annualized third quarter 2004 earnings.

	Nine Months Ended						Percent Change
	September 30 2004			September 30 2003
Earnings ($000s, except per share data):
Net Interest Income (FTE)	$	66,116		$	64,300		2.82	%
Net Income		35,257			33,022		6.77	%
Earnings per Basic Share		2.12			1.99		6.53	%
Earnings per Diluted Share		2.09			1.95		7.18	%
Key Ratios (percent):
Return on Average Assets		2.12	%		2.21	%	(3.92	)%
Return on Average Equity		23.12	%		25.11	%	(7.91	)%
Net Interest Margin		4.30	%		4.63	%	(7.23	)%
Efficiency Ratio		47.91	%		50.24	%	(4.64	)%
Average Shareholders’ Equity to Average Assets		9.18	%		8.81	%	4.23	%
Common Stock Data:
Cash Dividends Declared per Share	$	0.66		$	0.60		10.00	%
Market Value per Share:
High		36.18			36.00		0.50	%
Low		27.30			25.50		7.06	%

CITY HOLDING COMPANY AND SUBSIDIARIES

Financial Highlights

(Unaudited)

Book Value and Market Price Range per Share

		Book Value per Share			Market Price Range per Share
	March 31	June 30	September 30	December 31	Low	High
1999	13.07	12.85	12.80	11.77	12.50	32.75
2000	11.76	11.72	11.72	9.68	4.88	16.19
2001	8.82	8.70	8.37	8.67	5.13	14.64
2002	8.92	9.40	9.64	9.93	12.04	30.20
2003	10.10	10.74	11.03	11.51	25.50	37.15
2004	12.09	11.89	12.70		27.30	36.18

Earnings per Basic Share
	March 31		June 30		Quarter Ended September 30		December 31		Year-to-Date
1999	0.31		0.42		0.14		(0.49	)	0.37
2000	0.24		0.02		(0.05	)	(2.47	)	(2.27	)
2001	(0.34	)	(1.19	)	(0.46	)	0.45		(1.54	)
2002	0.38		0.45		0.53		0.56		1.93
2003	0.56		0.73		0.69		0.64		2.63
2004	0.66		0.80		0.66				2.12
Earnings per Diluted Share
	March 31		June 30		Quarter Ended September 30		December 31		Year-to-Date
1999	0.31		0.42		0.14		(0.49	)	0.37
2000	0.24		0.02		(0.05	)	(2.47	)	(2.27	)
2001	(0.34	)	(1.19	)	(0.46	)	0.45		(1.54	)
2002	0.38		0.45		0.52		0.55		1.90
2003	0.55		0.72		0.68		0.63		2.58
2004	0.65		0.79		0.65				2.09

CITY HOLDING COMPANY AND SUBSIDIARIES

Consolidated Statements of Income

(Unaudited) ($ in 000s, except per share data)

	Three Months Ended September 30
	2004		2003
Interest Income
Interest and fees on loans	$	21,481	$	20,086
Interest on investment securities:
Taxable		7,733		4,631
Tax-exempt		438		503
Interest on retained interests		—		3,100
Interest on deposits in depository institutions		15		21
Interest on federal funds sold		—		—
Total Interest Income		29,667		28,341
Interest Expense
Interest on deposits		5,867		5,519
Interest on short-term borrowings		297		93
Interest on long-term debt		1,871		2,200
Total Interest Expense		8,035		7,812
Net Interest Income		21,632		20,529
Provision for (recovery of) loan losses		—		(1,900	)
Net Interest Income After Provision for Loan Losses		21,632		22,429
Non-Interest Income
Investment securities gains		4		(810	)
Service charges		8,440		7,285
Insurance commissions		600		604
Trust fee income		446		493
Bank owned life insurance		575		414
Mortgage banking income		72		109
Other income		719		2,251
Total Non-Interest Income		10,856		10,346
Non-Interest Expense
Salaries and employee benefits		8,150		7,787
Occupancy and equipment		1,472		1,431
Depreciation		972		1,055
Professional fees and litigation expense		668		519
Postage, delivery, and statement mailings		601		538
Advertising		459		555
Telecommunications		488		485
Insurance and regulatory		342		318
Office supplies		252		310
Repossessed asset (gains) losses and expenses		5		28
Loss on early extinguishment of debt		—		—
Other expenses		2,374		2,086
Total Non-Interest Expense		15,783		15,112
Income Before Income Taxes		16,705		17,663
Income Tax Expense		5,749		6,130
Net Income	$	10,956	$	11,533
Basic Earnings per Share	$	0.66	$	0.69
Diluted Earnings per Share	$	0.65	$	0.68
Average Common Shares Outstanding:
Basic		16,584		16,636
Diluted		16,812		16,953

CITY HOLDING COMPANY AND SUBSIDIARIES

Consolidated Statements of Income

(Unaudited) ($ in 000s, except per share data)

	Nine Months Ended September 30
	2004			2003
Interest Income
Interest and fees on loans	$	64,588		$	59,965
Interest on investment securities:
Taxable		22,331			15,507
Tax-exempt		1,372			1,633
Interest on retained interests		808			10,465
Interest on deposits in depository institutions		36			103
Interest on federal funds sold		—			36
Total Interest Income		89,135			87,709
Interest Expense
Interest on deposits		17,274			16,884
Interest on short-term borrowings		658			659
Interest on long-term debt		5,826			6,745
Total Interest Expense		23,758			24,288
Net Interest Income		65,377			63,421
Provision for (recovery of) loan losses		—			(5,200	)
Net Interest Income After Provision for Loan Losses		65,377			68,621
Non-Interest Income
Investment securities gains		1,140			(435	)
Service charges		23,931			20,660
Insurance commissions		1,979			1,957
Trust fee income		1,561			1,196
Bank owned life insurance		1,747			727
Mortgage banking income		212			457
Net proceeds from litigation settlement		5,453			—
Other income		2,144			3,975
Total Non-Interest Income		38,167			28,537
Non-Interest Expense
Salaries and employee benefits		24,667			23,154
Occupancy and equipment		4,425			4,465
Depreciation		2,951			3,355
Professional fees and litigation expense		2,694			2,337
Postage, delivery, and statement mailings		1,885			2,062
Advertising		1,766			1,762
Telecommunications		1,417			1,408
Insurance and regulatory		993			969
Office supplies		838			1,150
Repossessed asset losses (gains) and expenses		(45	)		(710	)
Loss on early extinguishment of debt		263			142
Other expenses		7,349			6,537
Total Non-Interest Expense		49,203			46,631
Income Before Income Taxes		54,341			50,527
Income Tax Expense		19,084			17,505
Net Income	$	35,257		$	33,022
Basic Earnings per Share	$	2.12		$	1.99
Diluted Earnings per Share	$	2.09		$	1.95
Average Common Shares Outstanding:
Basic		16,653			16,632
Diluted		16,907			16,942

CITY HOLDING COMPANY AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited) ($ in 000s)

	Three Months Ended
	September 30, 2004			September 30, 2003
Balance at June 30	$	197,569		$	178,571
Net income		10,956			11,533
Other comprehensive income:
Change in unrealized gain on securities available-for-sale		7,599			(3,461	)
Cash dividends declared ($0.22/share)		(3,644	)		—
Cash dividends declared ($0.20/share)		—			(3,330	)
Exercise of 29,600 stock options		433			—
Exercise of 13,500 stock options		—			150
Purchase of 87,740 common shares for treasury		(2,628	)		—
Balance at September 30	$	210,285		$	183,463
	Nine Months Ended
	September 30, 2004			September 30, 2003
Balance at January 1	$	190,690		$	165,393
Net income		35,257			33,022
Other comprehensive income:
Change in unrealized gain on securities available-for-sale		(226	)		(2,743	)
Cash dividends declared ($0.66/share)		(10,979	)		—
Cash dividends declared ($0.60/share)		—			(9,982	)
Exercise of 114,403 stock options		1,400			—
Exercise of 99,982 stock options		—			1,031
Purchase of 197,040 common shares for treasury		(5,857	)
Purchase of 118,300 common shares for treasury		—			(3,258	)
Balance at September 30	$	210,285		$	183,463

CITY HOLDING COMPANY AND SUBSIDIARIES

Condensed Consolidated Quarterly Statements of Income

(Unaudited) ($ in 000s, except per share data)

	Sept. 30 2004			June 30 2004			Quarter Ended March 31 2004			Dec. 31 2003			Sept. 30 2003
Interest income	$	29,667		$	29,293		$	30,175		$	29,581		$	28,341
Taxable equivalent adjustment		236			246			257			257			271
Interest income (FTE)		29,903			29,539			30,432			29,838			28,612
Interest expense		8,035			7,860			7,863			7,497			7,812
Net interest income		21,868			21,679			22,569			22,341			20,800
Provision for loan losses		—			—			—			(1,000	)		(1,900	)
Net interest income after provision for loan losses		21,868			21,679			22,569			23,341			22,700
Noninterest income		10,856			16,389			10,920			10,201			10,346
Noninterest expense		15,783			16,985			16,433			17,867			15,112
Income before income taxes		16,941			21,083			17,056			15,675			17,934
Income tax expense		5,749			7,539			5,796			4,746			6,130
Taxable equivalent adjustment		236			246			257			257			271
Net income	$	10,956		$	13,298		$	11,003		$	10,672		$	11,533
Basic earnings per share	$	0.66		$	0.80		$	0.66		$	0.64		$	0.69
Diluted earnings per share		0.65			0.79			0.65			0.63			0.68
Cash dividends declared per share		0.22			0.22			0.22			0.20			0.20
Average Common Share (000s):
Outstanding		16,584			16,694			16,681			16,641			16,636
Diluted		16,812			16,935			16,972			16,961			16,953
Net Interest Margin		4.27	%		4.20	%		4.42	%		4.74	%		4.50	%

CITY HOLDING COMPANY AND SUBSIDIARIES

Non-Interest Income and Non-Interest Expense

(Unaudited) ($ in 000s)

	Sept. 30 2004		June 30 2004			Quarter Ended March 31 2004		Dec. 31 2003		Sept. 30 2003
Non-Interest Income:
Service charges	$	8,440	$	8,110		$	7,381	$	7,762	$	7,285
Insurance commissions		600		718			660		510		604
Trust fee income		446		627			487		379		493
Bank owned life insurance		575		591			581		593		414
Mortgage banking income		72		71			69		60		109
Net proceeds from litigation settlement		—		5,453			—		—		—
Other income		719		695			730		610		2,251
Subtotal		10,852		16,265			9,908		9,914		11,156
Investment security gains (losses)		4		124			1,012		287		(810	)
Total Non-Interest Income	$	10,856	$	16,389		$	10,920	$	10,201	$	10,346
Non-Interest Expense:
Salaries and employee benefits	$	8,150	$	8,390		$	8,127	$	7,916	$	7,787
Occupancy and equipment		1,472		1,459			1,494		1,550		1,431
Depreciation		972		974			1,006		1,056		1,055
Professional fees and litigation expense		668		1,181			844		542		519
Postage, delivery, and statement mailings		601		598			685		584		538
Advertising		459		651			656		578		555
Telecommunications		488		463			466		466		485
Insurance and regulatory		342		320			331		297		318
Office supplies		252		273			312		278		310
Repossessed asset (gains) losses and expenses		5		(108	)		57		19		28
Loss on early exinguishment of debt		—		263			—		2,246		—
Other expenses		2,374		2,521			2,455		2,335		2,086
Total Non-Interest Expense	$	15,783	$	16,985		$	16,433	$	17,867	$	15,112
Employees (Full Time Equivalent)		692		692			690		701		709
Branch Locations		56		54			54		54		55

CITY HOLDING COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

($ in 000s)

	September 30 2004			December 31 2003
	(Unaudited)
Assets
Cash and due from banks	$	44,745		$	58,216
Interest-bearing deposits in depository institutions		3,855			5,122
Federal funds sold		—			—
Cash and cash equivalents		48,600			63,338
Investment securities available-for-sale, at fair value		641,577			645,663
Investment securities held-to-maturity, at amortized cost		61,195			59,298
Total investment securities		702,772			704,961
Loans:
Residential real estate		468,372			446,134
Home equity		304,934			282,481
Commercial real estate		377,742			351,284
Other commercial		70,745			76,167
Installment		20,221			33,651
Indirect		13,020			24,707
Credit card		17,893			18,979
Previously securitized loans		70,970			58,788
Gross Loans		1,343,897			1,292,191
Allowance for loan losses		(18,537	)		(21,426	)
Net loans		1,325,360			1,270,765
Retained interests		—			34,320
Bank owned life insurance		50,961			49,214
Premises and equipment		34,705			35,338
Accrued interest receivable		10,088			10,216
Net deferred tax assets		22,740			29,339
Other assets		18,423			16,939
Total Assets	$	2,213,649		$	2,214,430
Liabilities
Deposits:
Noninterest-bearing	$	299,293		$	309,706
Interest-bearing:
Demand deposits		413,525			393,443
Savings deposits		278,928			278,117
Time deposits		660,313			655,496
Total deposits		1,652,059			1,636,762
Short-term borrowings		133,480			168,403
Long-term debt		193,836			190,836
Other liabilities		23,989			27,739
Total Liabilities		2,003,364			2,023,740
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; 16,919,248 shares issued and outstanding at September 30, 2004 and December 31, 2003, including 357,518 and 274,881 shares in treasury		42,298			42,298
Capital surplus		55,652			57,364
Retained earnings		120,738			96,460
Cost of common stock in treasury		(9,548	)		(6,803	)
Accumulated other comprehensive income:
Unrealized gain on securities available-for-sale		3,536			3,762
Underfunded pension liability		(2,391	)		(2,391	)
Total Accumulated Other Comprehensive Income		1,145			1,371
Total Stockholders’ Equity		210,285			190,690
Total Liabilities and Stockholders’ Equity	$	2,213,649		$	2,214,430

CITY HOLDING COMPANY AND SUBSIDIARIES

Loan Portfolio

(Unaudited) ($ in 000s)

	September 30 2004		June 30 2004		March 31 2004		Dec. 31 2003		Sept. 30 2003
Residential real estate	$	468,372	$	459,759	$	439,643	$	446,134	$	448,455
Home equity		304,934		301,231		292,192		282,481		272,091
Commercial real estate		377,742		374,292		347,724		351,284		317,549
Other commercial		70,745		73,139		74,743		76,167		79,090
Loans to depository institutions		—		—		20,000		—		—
Installment		20,221		24,722		28,351		33,651		39,466
Indirect		13,020		16,140		20,006		24,707		29,074
Credit card		17,893		17,961		18,119		18,979		19,133
Previously securitized loans		70,970		83,385		92,954		58,788		37,339
Gross Loans	$	1,343,897	$	1,350,629	$	1,333,732	$	1,292,191	$	1,242,197

CITY HOLDING COMPANY AND SUBSIDIARIES

Consolidated Average Balance Sheets, Yields, and Rates

(Unaudited) ($ in 000s)

	Three Months Ended September 30,
	2004							2003
	Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
Assets:
Loan portfolio:
Residential real estate	$	459,439		$	6,652	5.79	%	$	450,184		$	7,343	6.52	%
Home equity		303,057			3,594	4.74	%		262,532			2,815	4.29	%
Commercial real estate		379,450			5,312	5.60	%		308,922			4,673	6.05	%
Other commercial		71,897			980	5.45	%		80,977			1,137	5.62	%
Loans to depository institutions		—			—	—			—			—	—
Installment		23,229			670	11.54	%		43,241			1,203	11.13	%
Indirect		14,485			400	11.05	%		31,887			878	11.01	%
Credit card		17,841			537	12.04	%		19,074			569	11.93	%
Previously securitized loans		78,867			3,336	16.92	%		25,195			1,468	23.31	%
Total loans		1,348,265			21,481	6.37	%		1,222,012			20,086	6.57	%
Securities:
Taxable		656,878			7,733	4.71	%		511,885			4,631	3.62	%
Tax-exempt		37,050			674	7.28	%		41,506			774	7.46	%
Total securities		693,928			8,407	4.85	%		553,391			5,405	3.91	%
Retained interest in securitized loans		—			—	—			63,778			3,100	19.44	%
Deposits in depository institutions		5,531			15	1.08	%		10,150			21	0.83	%
Federal funds sold		—			—	—			—			—	—
Total interest-earning assets		2,047,724			29,903	5.84	%		1,849,331			28,612	6.19	%
Cash and due from banks		43,361							43,464
Bank premises and equipment		34,766							35,614
Other assets		104,027							93,766
Less: Allowance for loan losses		(19,573	)						(25,937	)
Total assets	$	2,210,305						$	1,996,238
Liabilities:
Interest-bearing demand deposits	$	412,051		$	683	0.66	%	$	388,179		$	540	0.56	%
Savings deposits		278,947			365	0.52	%		287,305			385	0.54	%
Time deposits		662,803			4,819	2.91	%		622,185			4,594	2.95	%
Short-term borrowings		122,301			297	0.97	%		91,518			93	0.41	%
Long-term debt		193,836			1,871	3.86	%		102,500			2,200	8.59	%
Total interest-bearing liabilities		1,669,938			8,035	1.92	%		1,491,687			7,812	2.09	%
Noninterest-bearing demand deposits		311,333							297,195
Other liabilities		24,314							23,090
Stockholders’ equity		204,720							184,266
Total liabilities and stockholders’ equity	$	2,210,305						$	1,996,238
Net interest income				$	21,868						$	20,800
Net yield on earning assets						4.27	%						4.50	%

CITY HOLDING COMPANY AND SUBSIDIARIES

Consolidated Average Balance Sheets, Yields, and Rates

(Unaudited) ($ in 000s)

	Nine Months Ended September 30,
	2004							2003
	Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
Assets:
Loan portfolio:
Residential real estate	$	450,366		$	20,223	5.99	%	$	457,791		$	23,456	6.83	%
Home equity		295,678			10,038	4.53	%		242,170			8,159	4.49	%
Commercial real estate		361,222			15,043	5.55	%		292,220			13,664	6.23	%
Other commercial		74,171			2,897	5.21	%		86,714			3,931	6.04	%
Loans to depository institutions		4,087			35	1.14	%		6,228			78	1.67	%
Installment		27,081			2,291	11.28	%		50,709			4,285	11.27	%
Indirect		18,283			1,503	10.96	%		38,369			3,126	10.86	%
Credit card		18,085			1,630	12.02	%		18,971			1,710	12.02	%
Previously securitized loans		84,799			10,928	17.18	%		9,064			1,556	22.89	%
Total loans		1,333,772			64,588	6.46	%		1,202,236			59,965	6.65	%
Securities:
Taxable		670,339			22,331	4.44	%		513,654			15,507	4.03	%
Tax-exempt		38,370			2,111	7.34	%		44,696			2,512	7.49	%
Total securities		708,709			24,442	4.60	%		558,350			18,019	4.30	%
Retained interest in securitized loans		4,408			808	24.44	%		75,551			10,465	18.47	%
Deposits in depository institutions		5,546			36	0.87	%		12,905			103	1.06	%
Federal funds sold		—			—	—			4,553			36	1.05	%
Total interest-earning assets		2,052,435			89,874	5.84	%		1,853,595			88,588	6.37	%
Cash and due from banks		43,850							45,467
Bank premises and equipment		34,786							36,448
Other assets		103,025							83,802
Less: Allowance for loan losses		(20,280	)						(28,132	)
Total assets	$	2,213,816						$	1,991,180
Liabilities:
Interest-bearing demand deposits	$	405,135		$	1,924	0.63	%	$	383,715		$	1,591	0.55	%
Savings deposits		280,315			1,094	0.52	%		289,890			1,231	0.57	%
Time deposits		662,383			14,256	2.87	%		621,064			14,062	3.02	%
Short-term borrowings		117,372			658	0.75	%		97,930			659	0.90	%
Long-term debt		210,047			5,826	3.70	%		108,178			6,745	8.31	%
Total interest-bearing liabilities		1,675,252			23,758	1.89	%		1,500,777			24,288	2.16	%
Noninterest-bearing demand deposits		310,786							289,099
Other liabilities		24,483							25,945
Stockholders’ equity		203,295							175,359
Total liabilities and stockholders’ equity	$	2,213,816						$	1,991,180
Net interest income				$	66,116						$	64,300
Net yield on earning assets						4.30	%						4.63	%

CITY HOLDING COMPANY AND SUBSIDIARIES

Analysis of Risk-Based Capital

(Unaudited) ($ in 000s)

	Sept. 30 2004(a)			June 30 2004			March 31 2003			Dec. 31 2003			Sept. 30 2003
Tier I Capital:
Stockholders’ equity	$	210,285		$	197,569		$	202,204		$	190,690		$	183,463
Goodwill and other intangibles		(6,306	)		(6,357	)		(6,408	)		(6,459	)		(6,510	)
Accumulated other comprehensive income		(1,146	)		6,454			(4,742	)		(1,372	)		(1,673	)
Qualifying trust preferred stock		28,000			28,000			30,000			30,000			60,597
Excess deferred tax assets		—			(6,922	)		(807	)		(8,053	)		(7,731	)
Total tier I capital	$	230,833		$	218,744		$	220,247		$	204,806		$	228,146
Total Risk-Based Capital:
Tier I capital	$	230,833		$	218,744		$	220,247		$	204,806		$	228,146
Qualifying allowance for loan losses		18,537			18,939			19,169			21,426			23,436
Qualifying trust preferred stock		—			—			—			—			26,903
Total risk-based capital	$	249,370		$	237,683		$	239,416		$	226,232		$	278,485
Net risk-weighted assets	$	1,517,158		$	1,514,261		$	1,505,892		$	1,717,206		$	1,783,444
Ratios:
Average stockholders’ equity to average assets		9.26	%		9.33	%		8.96	%		9.12	%		9.23	%
Tangible capital ratio		9.24	%		8.71	%		8.85	%		8.34	%		8.89	%
Risk-based capital ratios:
Tier I capital		15.21	%		14.43	%		14.63	%		11.93	%		12.79	%
Total risk-based capital		16.44	%		15.68	%		15.89	%		13.17	%		15.62	%
Leverage capital		10.47	%		9.89	%		10.01	%		10.04	%		11.50	%

(a) September 30, 2004 risk-based capital ratios are estimated.

CITY HOLDING COMPANY AND SUBSIDIARIES

Intangibles

(Unaudited) ($ in 000s)

	As of and for the Quarter Ended
	Sept. 30 2004		June 30 2004		March 31 2003		Dec. 31 2003		Sept. 30 2003
Intangibles, net	$	6,306	$	6,357	$	6,408	$	6,459	$	6,510
Intangibles amortization expense		51		51		51		51		64

CITY HOLDING COMPANY AND SUBSIDIARIES

Summary of Loan Loss Experience

(Unaudited) ($ in 000s)

	Sept. 30 2004			June 30 2004			Quarter Ended March 31 2003			Dec. 31 2003			Sept. 30 2003
Balance at beginning of period	$	19,833		$	20,289		$	21,426		$	23,436		$	26,092
Charge-offs:
Residential real estate		299			173			217			419			251
Home equity		105			66			133			18			65
Commercial real estate		1,134			44			342			130			294
Other commercial		220			22			159			28			203
Installment		568			457			588			715			678
Overdraft deposit accounts		631			610			787			583			596
Total charge-offs		2,957			1,372			2,226			1,893			2,087
Recoveries:
Residential real estate		196			133			104			135			190
Home equity		1			—			5			—			1
Commercial real estate		922			201			311			141			424
Other commercial		103			127			55			182			259
Installment		183			202			260			211			249
Overdraft deposit accounts		256			253			354			214			208
Total recoveries		1,661			916			1,089			883			1,331
Net charge-offs		1,296			456			1,137			1,010			756
(Recovery of) provision for loan losses		—			—			—			(1,000	)		(1,900	)
Balance at end of period	$	18,537		$	19,833		$	20,289		$	21,426		$	23,436
Loans outstanding	$	1,343,897		$	1,350,629		$	1,333,732		$	1,292,191		$	1,242,197
Average loans outstanding		1,348,265			1,342,001			1,310,894			1,271,581			1,222,012
Allowance as a percent of loans outstanding		1.38	%		1.47	%		1.52	%		1.66	%		1.89	%
Allowance as a percent of non-performing loans		515	%		493	%		432	%		529	%		551	%
Net charge-offs (annualized) as a percent of average loans outstanding		0.38	%		0.14	%		0.35	%		0.32	%		0.25	%

CITY HOLDING COMPANY AND SUBSIDIARIES

Summary of Non-Performing Assets

(Unaudited) ($ in 000s)

	Sept. 30 2004			June 30 2004			March 31 2003			Dec. 31 2003			Sept. 30 2003
Nonaccrual loans	$	1,924		$	1,792		$	2,268		$	2,140		$	2,509
Accruing loans past due 90 days or more		800			689			1,039			1,195			1,229
Previously securitized loans past due 90 days or more		876			1,544			1,388			717			516
Restructured loans		—			—			—			—			—
Total non-performing loans		3,600			4,025			4,695			4,052			4,254
Other real estate owned		267			171			296			312			477
Total non-performing assets	$	3,867		$	4,196		$	4,991		$	4,364		$	4,731
Non-performing assets as a percent of loans and other real estate owned		0.29	%		0.31	%		0.37	%		0.34	%		0.38	%