UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
11-K
[X]
Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the
fiscal year ended December 31, 2008
or
[ ]
Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the
transition period from __________ to __________.
Commission
File Number 0-11733
A. Full
title of the plan and the address of the plan, if different from that of the
issuer named below:
CITY
HOLDING COMPANY
401(k)
Plan and Trust
B. Name
of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
City
Holding Company
25
Gatewater Road
Charleston,
West Virginia 25313
City
Holding Company
401(k)
Plan and Trust
Form
11-K
Year
Ended December 31, 2008
Required
Information
The City
Holding Company 401(k) Plan and Trust (the Plan) is subject to the Employee
Retirement Income Security Act of 1974 (ERISA), as amended. Accordingly, in lieu
of the requirements of Items 1-3 of this section, the Plan is filing financial
statements and supplemental schedules prepared in accordance with the financial
reporting requirements of ERISA. The following financial statements and
supplemental schedules, attached hereto, are filed as part of the Annual
Report:
Report
of Independent Registered Public Accounting Firm
|
1
|
Statements
of Net Assets Available for Benefits
|
2
|
Statement
of Changes in Net Assets Available for Benefits
|
3
|
Notes
to Financial Statements
|
4-9
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
|
10
|
|
|
Item
9(b) – Exhibits:
|
|
Exhibit 23 – Consent of
Independent Registered Public Accounting
Firm
|
Report of
Independent Registered Public Accounting Firm
Board of
Directors
City
Holding Company
We have
audited the accompanying statements of net assets available for benefits of the
City Holding Company 401(k) Plan and Trust (the Plan) as of December 31, 2008
and 2007, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2008. These financial statements are
the responsibility of the Plan’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required, nor were
we not engaged to, perform an audit of the Plan's internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plan's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan at December
31, 2008 and 2007, and the changes in its net assets available for benefits for
the year ended December 31, 2008, in conformity with U.S. generally accepted
accounting principles.
Our
audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental Schedule of Assets
(Held at End of Year) as of December 31, 2008, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Gibbons
& Kawash
Charleston,
WV
June 22,
2009
2
|
|
401(k)
Plan and Trust
|
|
Statements
of Net Assets Available for Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31
|
|
|
|
2008
|
|
|
2007
|
|
Assets
|
|
|
|
|
|
|
Investments
at fair value:
|
|
|
|
|
|
|
Mutual
and commingled funds
|
|
$
|
18,435,207
|
|
|
$
|
21,730,805
|
|
Common
stock of City Holding Company
|
|
|
10,410,110
|
|
|
|
12,725,422
|
|
Participant
loans
|
|
|
1,407,796
|
|
|
|
1,377,862
|
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
$
|
30,253,113
|
|
|
$
|
35,834,089
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
|
|
|
|
|
|
3
|
|
401(k)
Plan and Trust
|
|
Statement
of Changes in Net Assets Available for Benefits
|
|
Year
Ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
Additions
|
|
2008
|
|
Investment
income:
|
|
|
|
Interest
and dividends
|
|
$
|
542,902
|
|
|
|
|
542,902
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
Contributions
from employer
|
|
|
650,869
|
|
Contributions
from employees
|
|
|
1,773,290
|
|
|
|
|
2,424,159
|
|
Total
additions
|
|
|
2,967,061
|
|
|
|
|
|
|
Deductions
|
|
|
|
|
Net
depreciation in fair value of investments
|
|
|
3,437,815
|
|
Withdrawals
and benefits paid directly to participants
|
|
|
5,093,422
|
|
Administrative
expenses
|
|
|
16,800
|
|
Total
payments and expenses
|
|
|
8,548,037
|
|
|
|
|
|
|
Net
decrease
|
|
|
(5,580,976
|
)
|
|
|
|
|
|
Net
assets available for benefits:
|
|
|
|
|
Beginning
of year
|
|
|
35,834,089
|
|
End
of year
|
|
$
|
30,253,113
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
|
|
|
|
|
4
CITY
HOLDING COMPANY 401(K) PLAN AND TRUST
Notes to
Financial Statements
1.
Significant Accounting Policies
Basis
of Accounting
The
accounting records of the City Holding Company 401(k) Plan and Trust (the Plan)
are maintained on the accrual basis of accounting.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from these estimates.
Cash
and Cash Equivalents
Cash
equivalents are short-term, highly liquid investments. The market value of cash
equivalents approximates cost.
Investments
The Plan
determines the fair value of its investment in City Holding Company common stock
based on the stock’s quoted trade price. Investments in mutual and commingled
funds are valued at the Plan’s proportionate share of the quoted fair value of
net assets in each fund as of December 31, 2008 and 2007. Investments
in fully benefit-responsive investment contracts, which are required to be
reported at fair value, are carried at contract value, which the Plan has
determined approximates at fair value.
The
participant loans are valued at their outstanding balances, which approximate
fair value.
Each
participant may designate the percentage of his or her contributions to be
invested into any of the investment options, offered by the Plan.
Risks
and Uncertainties
The Plan
invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market and credit risks.
Due to the level of risk associated with certain investment securities, it
is at least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially
affect participants' account balances and the amounts reported in the statements
of net assets available for benefits.
5
CITY
HOLDING COMPANY 401(K) PLAN AND TRUST
Notes to
Financial Statements
1.
Significant Accounting Policies (Continued)
Fair
Value Measurements
Effective
January 1, 2008, the Plan adopted statement of Financial Accounting Standard No.
157 “Fair Value Measurements.” Refer to Note 6 for disclosures
provided for fair value measurements.
2.
Description of Plan
The
following description of the Plan provides general only information.
Participants should refer to the Summary Plan Description for a complete
description of the Plan’s provisions.
General
The Plan
is a defined contribution savings plan covering all employees of City Holding
Company and its subsidiaries (the Company) who are eligible for participation in
the plan the first day of the month subsequent to date of hire or attaining the
age of 21. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions
The
Company’s contribution consists of a 50% match of the first 6% of each eligible
participant’s contribution as directed by the participant's investment
elections. If a participant does not elect investment options, all contributions
are invested in the default fund, as defined in the Plan agreement.
Participant
Accounts
Participants
may elect to contribute, on a salary-deferral basis, up to 15% of annual
compensation, subject to federal income tax limits. Included in participant
contributions are approximately $66,000 and $81,000 in 2008 and 2007,
respectively, of participant account balances rolled-over from previous employer
plans. Participants may elect, on an annual basis, to have the dividends on
their investment in Plan sponsor stock to be paid directly to the participant or
reinvested in the participant’s account in the Plan sponsor stock.
Vesting
Participants
are immediately vested in all contributions, the employer match, and earnings
thereon when they are made to the Plan.
6
CITY
HOLDING COMPANY 401(K) PLAN AND TRUST
Notes to
Financial Statements
2.
Description of Plan (Continued)
Participant
Loans
Participants
may borrow from their fund accounts a minimum of $1,000 up to a maximum of equal
to the lesser of $50,000 or 50% of their account balance. Loan terms range from
1-5 years or for a reasonable time period if for the purchase of a primary
residence. The loans are secured by the balance in the participant’s account and
bear interest at a reasonable rate. Participant assets are utilized to pay
administrative fees associated with processing participant loans. Principal and
interest is paid ratably through semi-monthly payroll deductions.
Payment
of Benefits
Benefits,
representing each participant’s share in the Plan, are generally payable upon
the participating employee’s death, retirement, disability, or separation from
the Company. Benefits are payable in the form of cash, stock, or a combination
thereof.
Plan
Termination
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the plan
subject to the provisions of ERISA.
3.
Federal Income Taxes
The Plan
has received a determination letter from the Internal Revenue Service dated May
6, 2004, stating that the Plan is qualified under Section 401(a) of the Internal
Revenue Code (the Code) and, therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in conformity with the
Code to maintain its qualification. The plan administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan, as amended, is qualified and the related
trust is tax-exempt.
4.
Related Party Transactions
The
Company provides certain accounting and administrative services to the Plan
without charge. The Company also pays certain administrative costs on behalf of
the Plan, including legal and accounting fees.
City
National Bank of West Virginia, a subsidiary of the Company, is the trustee of
the Plan’s assets.
7
CITY
HOLDING COMPANY 401(K) PLAN AND TRUST
Notes to
Financial Statements
5. Investments
During
2008, the Plan’s investments (including investments purchased and sold as well
as those held during the year) appreciated (depreciated) in fair value as
determined by quoted market prices as follows:
|
|
Net
Realized
and
Unrealized
(Depreciation)
in
Fair
Value of Investments
|
|
|
|
|
|
Mutual
and commingled funds
|
|
$
|
(4,564,121
|
)
|
Common/collective
trusts
|
|
|
349,153
|
|
Common
stock
|
|
|
777,153
|
|
Total
|
|
$
|
(3,437,815
|
)
|
The fair
values of individual investments that represent 5% or more of the Plan’s net
assets are as follows:
|
|
|
|
December
31
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
City
Holding Company common stock
|
|
$
|
10,410,110
|
|
|
$
|
12,725,422
|
|
|
|
|
Federated
Capital Preservation Fund
|
|
|
8,445,896
|
|
|
|
7,462,792
|
|
|
|
|
American
Funds American Balanced Fund
|
|
|
2,668,221
|
|
|
|
2,834,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Party-in-interest
|
|
6. Fair
Values of Financial Instruments
Effective
January 1, 2008, the Plan adopted Statement of Financial Accounting Standard No.
157, (“SFAS No. 157), “Fair Value Measurements,” which defines fair value,
establishes a framework for measuring fair value under accounting principles
generally accepted in the United States, and enhances disclosures about fair
value measurements. The application of SFAS 157 in situations where
the market for a financial asset is not active was clarified by the issuance of
FSP No. SFAS 157-3, “Determining the Fair Value of a Financial Asset When the
Market for That Asset Is Not Active” in October 2008.
8
CITY
HOLDING COMPANY 401(K) PLAN AND TRUST
Notes to
Financial Statements
6. Fair
Values of Financial Instruments (Continued)
SFAS No.
157 defines fair value as the exchange price that would be received to sell an
asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date.
SFAS No.
157 establishes a fair value hierarchy for valuation inputs that gives the
highest priority to quoted prices in active markets for identical assets or
liabilities and the lowest priority to unobservable inputs. The fair
value hierarchy established by SFAS No 157 is as follows:
Level 1
: Quoted
prices (unadjusted) or identical assets or liabilities in active markets that
the entity has the ability to access as of the measurement date.
Level
2
: Significant other observable inputs other than Level 1
prices, such as quoted prices for similar assets or liabilities, quoted prices
in markets that are not active, and other inputs that are observable or can be
corroborated by observable market data.
Level
3
: Significant unobservable inputs that reflect a company’s
own assumptions about the assumptions that market participants would use in
pricing an asset or liability.
The Plan
used the following methods and significant assumptions to estimate fair value
for assets and liabilities recorded at fair value.
Mutual and commingled
funds
. Mutual funds are reported at fair value utilizing Level
1 inputs, determined by quoted prices on nationally recognized
exchanges. Commingled funds are reported at fair value utilizing
Level 2 inputs, determined by fair values of the underlying assets in such
funds.
Common Stock of City Holding
Company
. Common Stock of City Holding Company is reported at
fair value utilizing Level 1 inputs. The fair value of the common
stock for City Holding Company is determined by the closing price reported on
NASDAQ.
Participant
Loans
. Participant loans are reported at amortized cost which
approximates fair value.
9
CITY
HOLDING COMPANY 401(K) PLAN AND TRUST
Notes to
Financial Statements
6. Fair
Values of Financial Instruments (Continued)
The
following table represents assets and liabilities measured at fair value on a
recurring basis at December 31, 2008:
|
|
Total
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
Mutual
and commingled funds
|
|
$
|
18,435,207
|
|
|
$
|
9,989,311
|
|
|
$
|
8,445,896
|
|
|
|
-
|
|
Common
Stock of City Holding Company
|
|
|
10,410,110
|
|
|
|
10,410,110
|
|
|
|
-
|
|
|
|
-
|
|
Participant
Loans
|
|
|
1,407,796
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,407,796
|
|
The table
below presents a reconciliation for all assets measured at fair value on a
recurring basis for Level 3 assets for the year ended December 31,
2008.
|
|
Participant
Loans
|
|
Beginning
Balance, January 1, 2008
|
|
$
|
1,377,862
|
|
Issuances
and principal receipts
|
|
|
29,934
|
|
Ending
Balance, December 31, 2008
|
|
$
|
1,407,796
|
|
10
|
|
City
Holding Company
|
|
|
|
401(k)
Plan and Trust
|
|
|
|
Plan:
002 EIN: 550619957
|
|
|
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
|
|
|
|
December
31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
(c)
|
|
(e)
|
|
|
|
Identity
of Issue, Borrower,
|
|
Description
of
|
|
Current
|
|
(a)
|
|
Lessor,
or Similar Party
|
|
Investment
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock:
|
|
|
|
|
|
|
|
|
*
|
|
City
Holding Company common stock
|
|
|
299,313
|
|
Shares
|
|
$
|
10,410,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
in mutual or commingled funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federated
Capital Appreciation Fund
|
|
|
91,308
|
|
Units
|
|
|
1,369,624
|
|
|
|
|
Federated
Capital Preservation Fund
|
|
|
844,590
|
|
Units
|
|
|
8,445,896
|
|
|
|
|
Federated
Kaufmann Fund
|
|
|
300,525
|
|
Units
|
|
|
1,081,890
|
|
|
|
|
Federated
Intercontinental Fund A
|
|
|
9
|
|
Units
|
|
|
296
|
|
|
|
|
Federated
Short-Term Income Fund
|
|
|
110,147
|
|
Units
|
|
|
871,266
|
|
|
|
|
Federated
Max-Cap Index Fund
|
|
|
50,875
|
|
Units
|
|
|
517,912
|
|
|
|
|
Federated
Stock Trust Fund
|
|
|
23,720
|
|
Units
|
|
|
416,997
|
|
|
|
|
Federated
Total Return Bond Fund
|
|
|
46,435
|
|
Units
|
|
|
472,712
|
|
|
|
|
American
Funds American Balanced Fund
|
|
|
193,911
|
|
Units
|
|
|
2,668,221
|
|
|
|
|
American
Funds EuroPacific Growth Fund
|
|
|
41,014
|
|
Units
|
|
|
1,130,335
|
|
|
|
|
American
Funds Washington Mutual Investor Fund
|
|
|
8,208
|
|
Units
|
|
|
175,150
|
|
|
|
|
American
Funds AMCAP Fund
|
|
|
17,639
|
|
Units
|
|
|
212,024
|
|
|
|
|
Alger
Large Cap Growth Institutional Fund
|
|
|
32,392
|
|
Units
|
|
|
279,217
|
|
|
|
|
Baron
Small Cap Fund
|
|
|
53,038
|
|
Units
|
|
|
755,264
|
|
|
|
|
T.
Rowe Price Retirement 2030 Fund
|
|
|
3,153
|
|
Units
|
|
|
34,876
|
|
|
|
|
T.
Rowe Price Retirement 2040 Fund
|
|
|
321
|
|
Units
|
|
|
3,527
|
|
|
|
|
|
|
|
|
|
|
|
|
18,435,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant
loans
|
Interest
at 5.00%-9.25%, maturing through May 2018
|
|
|
|
|
|
|
|
|
|
1,407,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
$
|
30,253,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column
(d), cost, has been omitted, as investments are
participant-directed.
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Indicates
a party-in-interest to the Plan.
|
|
|
|
|
|
|
|
|
|
Pursuant
to the requirements of the Securities and Exchange Act of 1934, City Holding
Company has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
City Holding Company
401(k) Plan and Trust
/s/ Craig G.
Stilwell
Craig G. Stilwell
Plan Administrator
June 22,
2009