West Virginia
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55-0619957
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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25 Gatewater Road
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Charleston, West Virginia
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25313
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered:
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Common Stock, $2.50 par value
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NASDAQ Global Select Market
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Yes
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[ ]
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No
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[ X ]
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Yes
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[ ]
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No
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[ X ]
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Yes
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[X]
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No
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[ ]
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Yes
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[X]
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No
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[ ]
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Large accelerated filer [ ]
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Accelerated filer [X]
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|
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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Yes
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[ ]
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No
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[X]
|
•
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Centralize responsibility for consumer financial protection by creating a new agency, the Consumer Financial Protection Bureau, which will have rulemaking authority for a wide range of consumer protection laws that would apply to all banks and have broad powers to supervise and enforce consumer protection laws;
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•
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Change standards for Federal preemption of state laws related to federally chartered institutions and their subsidiaries;
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•
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Require the OCC to seek to make its capital requirements for national banks countercyclical so that capital requirements increase in times of economic expansion and decrease in times of economic contraction;
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•
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Require financial holding companies, such as the Company, to be well-capitalized and well-managed as of July 21, 2011. Bank holding companies and banks must also be both well-capitalized and well-managed to maintain their status as financial holding companies;
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•
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Provide for an increase in the FDIC assessment for depository institutions with assets of $10 billion or more, increases in the minimum reserve ratio for the deposit insurance fund from 1.15% to 1.35% and changes in the basis for determining FDIC premiums from deposits to assets;
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•
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Provide for new disclosure and other requirements relating to executive compensation and corporate governance. These disclosures and requirements apply to all public companies, not just financial institutions;
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•
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Permanently increase the $250,000 limit for federal deposit insurance and increases the cash limit of Securities Investor Protection Corporation protection from $100,000 to $250,000;
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•
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Repeal the federal prohibitions on the payment of interest on demand deposits;
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•
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Amend the Electronic Fund Transfer Act (EFTA) to, among other things, give the Federal Reserve the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer;
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•
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Enhance the requirements for certain transactions with affiliates under the Federal Reserve Act, including an expansion of the “covered transactions” definition and increase the amount of time for which collateral requirements regarding covered transactions must be maintained;
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•
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Strengthen the existing limits on a depository institution’s credit exposure to one borrower by expanding the scope of limitations to include credit exposure arising from derivative transactions, repurchase agreements, and securities lending and borrowing transactions;
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•
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Strengthen loan restrictions to insiders by expanding the types of transactions subject to various limits, including derivative transactions, repurchase agreements, reverse repurchase agreements, and securities lending or borrowing transactions. Additionally, restrictions on certain asset sales to and from an insider to an institution, including requirements that such sales be on market terms and approved by the institution’s board of directors in certain situations are to be put in place; and
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•
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Increase the authority of the Federal Reserve to examine the Company and its non-bank subsidiaries.
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Minimum Capital Ratio
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CET1 to risk-weighted assets
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4.5%
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Tier 1 capital to risk-weighted assets
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6.0%
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Total capital to risk-weighted assets
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8.0%
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Name
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Age
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Business Experience
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Charles R. Hageboeck, Ph.D.
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51
|
President and Chief Executive Officer, City Holding Company and City National Bank, Charleston, WV since February 1, 2005. Executive Vice President and Chief Financial Officer, City Holding Company and City National Bank, Charleston, WV from June 2001 – January 2005.
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Craig G. Stilwell
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58
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Executive Vice President of Retail Banking, City Holding Company and City National Bank, Charleston, WV since February 2005. Executive Vice President of Marketing & Human Resources, City Holding Company and City National Bank, Charleston, WV from May 2001 – February 2005.
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John A. DeRito
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63
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Executive Vice President of Commercial Banking, City Holding Company and City National Bank, Charleston, WV since June 2004.
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David L. Bumgarner
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48
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Senior Vice President and Chief Financial Officer, City Holding Company and City National Bank since February 2005.
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Jeffrey D. Legge
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49
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Senior Vice President, Chief Administration Officer and Chief Information Officer, City Holding Company and City National Bank since December 2005.
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Description of Information
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Page
Reference
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||
1.
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Distribution of Assets, Liabilities and Stockholders'
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Equity; Interest Rates and Interest Differential
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||
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a.
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Average Balance Sheets
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6
|
|
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b.
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Analysis of Net Interest Earnings
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8
|
|
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c.
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Rate Volume Analysis of Changes in Interest Income and Expense
|
9
|
|
|
|
|
|
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2.
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Investment Portfolio
|
|
||
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a.
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Book Value of Investments
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15
|
|
|
b.
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Maturity Schedule of Investments
|
15
|
|
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c.
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Securities of Issuers Exceeding 10% of Stockholders’ Equity
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15
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3.
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Loan Portfolio
|
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||
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a.
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Types of Loans
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16
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|
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b.
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Maturities and Sensitivity to Changes in Interest Rates
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17
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|
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c.
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Risk Elements
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17
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|
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d.
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Other Interest Bearing Assets
|
N/A
|
|
|
|
|
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4.
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Summary of Loan Loss Experience
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17
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||
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||
5.
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Deposits
|
|
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|
|
a.
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Breakdown of Deposits by Categories, Average Balance And Average Rate Paid
|
6
|
|
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b.
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Maturity Schedule of Time Certificates of Deposit and Other Time Deposits of $100,000 or More
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21
|
|
|
|
|
|
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6.
|
Return on Equity and Assets
|
6
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||
|
|
|
|
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7.
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Short-term Borrowings
|
21
|
•
|
Loan delinquencies may increase;
|
•
|
Problem assets and foreclosures may increase;
|
•
|
Demand for the products and services of City National may decline; and
|
•
|
Collateral (including real estate) for loans made by City National may decline in value, in turn reducing customers’ borrowing power, and making existing loans less secure.
|
•
|
local, regional and national banks;
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•
|
savings and loans;
|
•
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internet banks;
|
•
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credit unions;
|
•
|
finance companies; and
|
•
|
brokerage firms serving the Company’s market areas.
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|
Cash Dividends Per Share
|
Market Value
|
|||||||
|
Low
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High
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|||||||
2013
|
|
|
|
||||||
Fourth Quarter
|
$
|
0.37
|
|
$
|
41.87
|
|
$
|
49.21
|
|
Third Quarter
|
0.37
|
|
40.04
|
|
46.13
|
|
|||
Second Quarter
|
0.37
|
|
36.87
|
|
40.43
|
|
|||
First Quarter
|
0.37
|
|
36.07
|
|
40.05
|
|
|||
2012
|
|
|
|
|
|
|
|||
Fourth Quarter
|
$
|
0.35
|
|
$
|
31.78
|
|
$
|
36.45
|
|
Third Quarter
|
0.35
|
|
32.37
|
|
36.43
|
|
|||
Second Quarter
|
0.35
|
|
30.96
|
|
35.62
|
|
|||
First Quarter
|
0.35
|
|
32.59
|
|
37.16
|
|
Plan Category
|
Number of Shares to be Issued Upon Exercise of Outstanding Awards
(a)
|
Weighted-average exercise price of outstanding awards (b)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|
||||
Plans approved by shareholders
|
173,601
|
|
$
|
35.26
|
|
744,200
|
|
Plans not approved by shareholders
|
—
|
|
—
|
|
—
|
|
|
Total
|
173,601
|
|
$
|
35.26
|
|
744,200
|
|
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
||||||
City Holding Company
|
100.00
|
|
97.20
|
|
113.72
|
|
110.85
|
|
118.66
|
|
163.64
|
|
NASDAQ Composite
|
100.00
|
|
145.36
|
|
171.74
|
|
170.38
|
|
200.63
|
|
281.22
|
|
Peer Group
|
100.00
|
|
58.54
|
|
77.97
|
|
73.08
|
|
86.59
|
|
124.94
|
|
(a)
|
Management’s annual report on internal control over financial reporting appears on page 23 of the Annual Report to Shareholders of City Holding Company for the year ended
December 31, 2013
, included in this report as Exhibit 13, is incorporated herein by reference.
|
(b)
|
The Company did not have any changes in internal control over financial reporting during its fourth quarter for the year ending
December 31, 2013
, that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
(a)
|
|
(1)
|
|
Financial Statements
. Reference is made to Part II, Item 8, of this Annual Report on Form 10-K.
|
|
|
(2)
|
|
Financial Statement Schedules
. These schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
|
|
|
(3)
|
|
Exhibits
. The exhibits listed in the “Exhibit Index” on pages 28-30 of this Annual Report on Form 10-K included herein are filed herewith or incorporated by reference from previous filings.
|
(b)
|
|
See (a) (3) above.
|
||
(c)
|
|
See (a) (1) and (2) above.
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Date:
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March 7, 2014
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|
City Holding Company
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(Registrant)
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By:
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/s/ Charles R. Hageboeck, Ph.D.
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Charles R. Hageboeck, Ph.D.
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President and Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ David L. Bumgarner
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David L. Bumgarner
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Senior Vice President, Chief Financial Officer and Principal Accounting Officer
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(Principal Financial Officer)
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/s/ Philip L. McLaughlin
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/s/ Jay C. Goldman
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Philip L. McLaughlin
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Jay C. Goldman
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Chairman
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Director
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/s/ David W. Hambrick
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J. Thomas Jones
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David W. Hambrick
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Director
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Director
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/s/ Sharon H. Rowe
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/s/ Charles R. Hageboeck, Ph.D.
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Sharon H. Rowe
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Charles R. Hageboeck, Ph.D.
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Director
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Director, President, and Chief Executive Officer
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/s/ John R. Elliot
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/s/ Tracy W. Hylton, II
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John R Elliot
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Tracy W. Hylton, II
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Director
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Director
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/s/ Charles W. Fairchilds
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/s/ C. Dallas Kayser
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Charles W. Fairchilds
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C. Dallas Kayser
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Director
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Director
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/s/ William H. File, III
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William H. File, III
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James L. Rossi
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Director
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Director
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/s/ Robert D. Fisher
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Robert D. Fisher
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|
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Director
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Exhibit
|
Description
|
2(a)
|
Agreement and Plan of Merger,
dated November 14, 2011, by and among Virginia Savings Bancorp, Inc., Virginia Savings Bank, F.S.B.., City Holding Company and City National Bank of West Virginia (attached to, and incorporated by reference from, City Holding Company’s Form 8-K dated November 14, 2011, and filed with the Securities and Exchange Commission on November 14, 2011).
|
2(b)
|
Agreement and Plan of Merger,
dated August 2, 2012, by and among Community Financial Corporation, Community Bank, City Holding Company and City National Bank of West Virginia (attached to, and incorporated by reference from City Holding Company’s Form 8-K dated August 7, 2012, and filed with the Securities and Exchange Commission on August 7, 2012).
|
3(a)
|
Articles of Incorporation of City Holding Company
(attached to, and incorporated by reference from, Amendment No. 1 to City Holding Company’s Registration Statement on Form S-4, Registration No. 2-86250, filed November 4, 1983 with the Securities and Exchange Commission).
|
3(b)
|
Articles of Amendment to the Articles of Incorporation of City Holding Company
, dated March 6, 1984 (attached to, and incorporated by reference from, City Holding Company's Form 8-K Report dated March 7, 1984, and filed with the Securities and Exchange Commission on March 22, 1984).
|
3(c)
|
Articles of Amendment to the Articles of Incorporation of City Holding Company
, dated March 4, 1986 (attached to, and incorporated by reference from, City Holding Company's Form 10-K Annual Report for the year ended December 31, 1986, filed March 31, 1987 with the Securities and Exchange Commission).
|
3(d)
|
Articles of Amendment to the Articles of Incorporation of City Holding Company
, dated September 29, 1987 (attached to and incorporated by reference from, City Holding Company's Registration Statement on Form S-4, Registration No. 33-23295, filed with the Securities and Exchange Commission on August 3, 1988).
|
3(e)
|
Articles of Amendment to the Articles of Incorporation of City Holding Company
, dated May 6, 1991 (attached to, and incorporated by reference from, City Holding Company's Form 10-K Annual Report for the year ended December 31, 1991, filed March 17, 1992 with the Securities and Exchange Commission).
|
3(f)
|
Articles of Amendment to the Articles of Incorporation of City Holding Company
, dated May 7, 1991 (attached to, and incorporated by reference from, City Holding Company's Form 10-K Annual Report for the year ended December 31, 1991, filed March 17, 1992 with the Securities and Exchange Commission).
|
3(g)
|
Articles of Amendment to the Articles of Incorporation of City Holding Company
, dated August 1, 1994 (attached to, and incorporated by reference from, City Holding Company's Form 10-Q Quarterly Report for the quarter ended September 30, 1994, filed November 14, 1994 with the Securities and Exchange Commission).
|
3(h)
|
Articles of Amendment to the Articles of Incorporation of City Holding Company
, dated December 9, 1998 (attached to, and incorporated by reference from, City Holding Company’s Form 10-K Annual Report for the year ended December 31, 1998, filed March 31, 1999 with the Securities and Exchange Commission).
|
3(i)
|
Articles of Amendment to the Articles of Incorporation of City Holding Company
, dated June 13, 2001 (attached to, and incorporated by reference from, City Holding Company’s Registration Statement on Form 8-A, filed June 22, 2001 with the Securities and Exchange Commission).
|
3(j)
|
Articles of Amendment to the Articles of Incorporation of City Holding Company
, dated May 10, 2006 (attached to, and incorporated by reference from, City Holding Company’s Form 10-Q, Quarterly Report for the quarter ended June 30, 2006, filed August 9, 2006 with the Securities and Exchange Commission).
|
3(k)
|
Amended and Restated Bylaws of City Holding Company
, revised February 28, 2007 (attached to, and incorporated by reference from, City Holding Company’s Current Report on Form 8-K filed March 1, 2007 with the Securities and Exchange Commission).
|
3(l)
|
Amended and Restated Bylaws of City Holding Company
, revised February 24, 2010 (attached to, and incorporated by reference from, City Holding Company’s Current Report on Form 8-K filed March 1, 2010 with the Securities and Exchange Commission).
|
4(b)
|
Amendment No. 1 to the Rights Agreement
dated as of November 30, 2005 (attached to, and incorporated by reference from City Holding Company’s Amendment No. 1 on Form 8-A, filed December 21, 2005, with the Securities and Exchange Commission).
|
10(a)
|
Directors’ Deferred Compensation Plan for the Directors of the Bank of Raleigh
, dated January 1987 (attached to and incorporated by reference from, City Holding Company’s Form 10-K Annual Report for the year ended December 31, 2004, filed March 2, 2005 with the Securities and Exchange Commission).
|
10(b)
|
Form of Deferred Compensation Agreement for the Directors of the National Bank of Summers
, dated January 15, 1987 (attached to and incorporated by reference from, City Holding Company’s Form 10-K Annual Report for the year ended December 31, 2004, filed March 2, 2005 with the Securities and Exchange Commission).
|
10(c)
|
City Holding Company’s 1993 Stock Incentive Plan
(attached to, and incorporated by reference from, Exhibit 4.1 to City Holding Company’s Registration Statement on Form S-8, Registration No. 333-87667, filed with the Securities and Exchange Commission on September 23, 1999).
|
10(d)
|
Amendment No. 1 to City Holding Company’s 1993 Stock Incentive Plan
(attached to, and incorporated by reference from, Exhibit 4.2 to City Holding Company’s Registration Statement on Form S-8, Registration No. 333-87667, filed with the Securities and Exchange Commission on September 23, 1999).
|
10(e)
|
Amendment No. 2 to City Holding Company’s 1993 Stock Incentive Plan
(attached to, and incorporated by reference from, City Holding Company’s Form 10-Q Quarterly Report for the quarter ended June 30, 2002, filed August 14, 2002 with the Securities and Exchange Commission).
|
10(f)
|
City Holding Company’s 2003 Incentive Plan
(attached to, and incorporated by reference from, City Holding Company’s Definitive Proxy Statement, filed March 21, 2003 with the Securities and Exchange Commission).
|
10(g)
|
Form of Employment Agreement
, dated as of July 25, 2007, by and between City Holding Company and Charles R. Hageboeck, Ph.D. (attached to, and incorporated by reference from, City Holding Company’s Current Report on Form 8-K, filed July 31, 2007 with the Securities and Exchange Commission).
|
10(h)
|
Form of Employment Agreement
, dated as of July 25, 2007, by and between City Holding Company and Craig G. Stilwell (attached to, and incorporated by reference from, City Holding Company’s Current Report on Form 8-K, filed July 31, 2007 with the Securities and Exchange Commission).
|
10(i)
|
Form of Change of Control Agreement
, dated February 1, 2005, by and between City Holding Company and David L. Bumgarner (attached to and incorporated by reference from, City Holding Company’s Form 10-K Annual Report for the year ended December 31, 2004, filed March 2, 2005 with the Securities and Exchange Commission).
|
10(j)
|
Form of Change in Control and Termination Agreement
, dated June 28, 2004, by and between City Holding Company and John A. DeRito (attached to, and incorporated by reference from, City Holding Company’s Form 10-K Annual Report for the year ended December 31, 2005, filed March 7, 2006 with the Securities and Exchange Commission).
|
10(k)
|
Amended and Restated Declaration of Trust City Holding Capital Trust III,
dated as of March 27, 2008 (attached and incorporated by reference from, City Holding Company’s Form 10Q, Quarterly Report for the period ended March 31, 2008 with the Securities and Exchange Commission).
|
10(l)
|
Junior Subordinated Indenture,
dated as of March 27, 2008, between City Holding Company and Wells Fargo, National Association, as Trustee (attached and incorporated by reference from, City Holding Company’s Form 10Q, Quarterly Report for the period ended March 31, 2008 with the Securities and Exchange Commission).
|
10(m)
|
City Holding Company Guarantee Agreement,
dated as of March 27, 2008 (attached and incorporated by reference from, City Holding Company’s Form 10Q, Quarterly Report for the period ended March 31, 2008 with the Securities and Exchange Commission).
|
10(n)
|
Amendment to Employment Agreement
, dated December 19, 2011, by and among City Holding Company, City National Bank of West Virginia and Charles R. Hageboeck (attached to and incorporated by reference from City Holding Company’s Form 8-K filed on December 21, 2011, with the Securities and Exchange Commission).
|
10(o)
|
Amendment to Employment Agreement
, dated December 19, 2011, by and among City Holding Company, City National Bank of West Virginia and Craig G. Stilwell (attached to and incorporated by reference from City Holding Company’s Form 8-K filed on December 21, 2011, with the Securities and Exchange Commission).
|
10(p)
|
Form of Change of Control Agreement
, dated February 6, 2006, by and between City Holding Company and Jeffrey D. Legge.
|
13
|
Portions of City Holding Company Annual Report to Shareholders for Year Ended December 31, 2013.
|
21
|
Subsidiaries of City Holding Company
|
23
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
24
|
Power of Attorney (included on the signature page hereof)
|
31(a)
|
Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Charles R. Hageboeck, Ph.D.
|
31(b)
|
Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by David L. Bumgarner
|
32(a)
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Charles R. Hageboeck, Ph.D.
|
32(b)
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by David L. Bumgarner
|
101.INS
|
XBRL Instance Document*
|
101.SCH
|
XBRL Taxonomy Extension Schema*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase*
|
A.
|
Employee is employed by Employer as Senior Vice President and Chief Information Officer
|
B.
|
Employee is willing to make his/her services available to Employer on the terms and subject to the conditions set forth herein.
|
C.
|
Employee further agrees and understands that Section 3 of this Agreement contains a Non-Competition/Non-Solicitation provision for which valuable consideration is being given by the Employer including, but not limited to, (1) 1,500 shares of City Holding Company Common stock, subject to certain restrictions outlined in the separate Restricted Stock Award Agreement dated February 6, 2006; 2) change in control rights as set forth herein, as well as other valuable consideration hereby acknowledged by the Employee.
|
D.
|
For valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree and understand that the Change in Control Agreement dated September 8, 2000 by and between Employer and Employee is canceled, terminated and hereby replaced with this Agreement.
|
1.
|
Change in Control
. In the event of a Change of Control (as defined herein) of Employer, Employee may voluntarily terminate employment with Employer until the expiration of the
24
month period after the Change of Control for "Good Reason" and be entitled to receive (i) any compensation already due and earned but not yet paid through the date of termination and (ii) in lieu of any further salary payments from the date of termination, an amount equal to Termination Compensation times 1.00. Such amounts will be payable at the times such amounts would have been paid in accordance with the payroll practices of Employer applicable to its officers and will be paid out in regular payroll installments over the course of 12 months. In addition, in the event of a Change of Control coupled with "Good Reason", Employee shall be entitled to receive health insurance coverage from Employer on the same terms as were in effect immediately prior to Employee's termination for a period of 12 months subject to any later changes in coverage applicable to all employees.
|
a.
|
the assignment to Employee of duties substantially inconsistent with the position held by Employee immediately prior to the Change of Control;
|
b.
|
a reduction by Employer in Employee's base salary as then in effect
|
c.
|
an involuntary relocation of Employee more than 40 miles from the location where Employee worked immediately prior to the Change of Control;
|
d.
|
any purported termination of the employment of Employee by Employer within
24
months after a Change of Control without "Just Cause." "Just Cause" shall mean termination, for Employee's personal dishonesty, gross incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or a final cease-and-desist order, conviction of a felony or of a misdemeanor involving moral turpitude, unethical business practices in connection with Employer's business, or misappropriation of Employer's assets or similarly serious violation of policy of City National Bank or City Holding Company. If the termination is for "Just Cause", then no termination compensation shall be paid. It is expressly understood and agreed that this provision shall not in any way effect or change the at-will status of the Employee and this provision shall only be
|
2.
|
No Obligation to Seek Other Employment
. While receiving payments pursuant to this Agreement, Employee shall not be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee hereunder, and such amounts shall not be reduced or terminated whether or not Employee obtains other employment.
|
3.
|
Non-Competition/Non-Solicitation.
If the employment of Employee terminates for any reason whatsoever (resignation, change in control, retirement, fired, etc.), and whether or not related to a Change of Control, then Employee agrees that he/she will not directly or indirectly, either as principal, agent, employee, employer, co-partner, or in any other individual or representative capacity whatsoever engage in the banking and/or the financial services business which includes, but is not limited to, commercial banking, consumer banking, retail banking, bank management, mortgage brokerage, bank marketing, bank product marketing, and the insurance and trust business, or the savings and loan business or mortgage business, or any other businesses in which the Company or its affiliates are involved. This no compete shall apply to the following geographical area: in any county of any state in which the Company or City National Bank maintains offices immediately prior to the "Change of Control", as well as the counties of Kanawha, Putnam, Jackson, Cabell, Wayne, Mason, Lincoln, Doddridge, Marion, Raleigh, Summers, Fayette, Greenbrier, Nicholas, Braxton, Lewis, Monroe, Pocahontas, Mercer, Wood, Harrison, Jefferson, Berkeley, Morgan, Hampshire in West Virginia or the counties of Boyd, Carter, Greenup or Johnson in Kentucky, or the counties of Lawrence or Scioto in Ohio. This non-competition provision shall be in effect for 12 months beginning immediately after the separation of employment. However, if litigation and/or arbitration is commenced by the Employer or Employee directly or indirectly pertaining to this non-competition provision or the non-solicitation provision herein below, then the non-competition and non-solicitation provision(s) herein shall begin u
|
4.
|
At- Will Status
. Employee acknowledges, agrees and understands that he/she is an "at will" employee serving at the will and pleasure of the Employer. Employee understands, agrees and represents that this Change of Control Agreement and the terms herein in no way alters, amends or modifies the at-will status of the employee. Employee understands the full meaning of this paragraph.
|
5.
|
The Employee agrees and understands that this entire Agreement is being given to Employee in consideration of the no-compete and non-solicitation provisions herein and that at anytime the Employee violates the no-compete, non solicitation or any other provision of this Agreement, then Employer has the right to seek proper relief, including stopping any termination compensation payments (if applicable), seek recoupment of amounts already paid (if applicable), obtain an injunction and avail itself to any other proper relief or remedy including money damages, if applicable.
|
6.
|
Miscellaneous
.
|
a.
|
This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia without regard to conflicts of law principles thereof
|
b.
|
This Agreement constitutes the entire Agreement between Employee and Employer, with respect to the subject matter hereof, and supersedes all prior agreements with respect thereto.
|
c.
|
Arbitration
. All parties agree that any dispute related to this Agreement, shall be arbitrated in accordance with the Rules of the American Arbitration Association with each party to bear their own costs and attorneys' fees. Such arbitration shall occur in Charleston, West Virginia before a panel of three (3) arbitrators with the selection of the arbitrators being made as follows: Employer selects one, Employee selects one and the two (2) arbitrators select a third arbitrator.
|
d.
|
This Agreement may be executed in one or more counterparts, all of which, taken together, shall constitute one and the same instrument.
|
e.
|
The Employee acknowledges that he/she has read this Agreement and has been given an opportunity to have counsel of his/her choice review this Agreement.
|
f.
|
Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and delivered in person or by reliable overnight courier service or deposited in the mails, postage prepaid, return receipt requested, addressed as follows:
|
g.
|
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. It is understood and agreed that no failure or delay by Employer or Employee in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
|
7.
|
Timely Notice
. In order to receive termination compensation and the health insurance benefit set forth in numbered paragraph 1, the Employee agrees to notify City Holding Company in writing within 45 days of the "Good Reason" event that entitles the Employee to termination compensation. Failure to provide such written notice shall be deemed a full waiver of all termination compensation. It is specifically understood and agreed that this 45-day notice is a material condition precedent to the Employer's obligation to pay these benefits. Employee fully understands the need for timely notice and agrees that termination compensation and health insurance will not be paid if notice is not given within 45 days of the "Good Reason" event.
|
DATE
|
February 6, 2006
|
|
|
CITY HOLDING COMPANY
|
|
|
|
|
|
/s/ Victoria A. Evans
|
|
By:
|
/s/ Charles R. Hageboeck
|
|
Witness
|
|
|
|
Name:
Charles R. Hageboeck
|
|
|
|
|
Title:
President & CEO
|
|
|
|
|
|
DATE
|
February 6, 2006
|
|
|
EMPLOYEE
|
|
|
|
|
|
/s/ Victoria A. Evans
|
|
|
/s/ Jeffrey D. Legge
|
|
Witness
|
|
|
|
Jeffrey D. Legge
|
|
|
|
|
|
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Summary of Operations
|
|
|
|
|
|
||||||||||
Total interest income
|
$
|
138,539
|
|
$
|
112,212
|
|
$
|
112,888
|
|
$
|
121,916
|
|
$
|
132,036
|
|
Total interest expense
|
13,301
|
|
14,450
|
|
20,758
|
|
27,628
|
|
36,603
|
|
|||||
Net interest income
|
125,238
|
|
97,762
|
|
92,130
|
|
94,288
|
|
95,433
|
|
|||||
Provision for loan losses
|
6,848
|
|
6,375
|
|
4,600
|
|
7,093
|
|
6,994
|
|
|||||
Total other income
|
58,006
|
|
55,257
|
|
54,860
|
|
48,939
|
|
51,983
|
|
|||||
Total other expenses
|
102,906
|
|
87,401
|
|
81,141
|
|
78,721
|
|
77,244
|
|
|||||
Income before income taxes
|
73,490
|
|
59,243
|
|
61,249
|
|
57,413
|
|
63,178
|
|
|||||
Income tax expense
|
25,275
|
|
20,298
|
|
20,571
|
|
18,453
|
|
20,533
|
|
|||||
Net income available to common shareholders
|
48,215
|
|
38,945
|
|
40,678
|
|
38,960
|
|
42,645
|
|
|||||
|
|
|
|
|
|
||||||||||
Per Share Data
|
|
|
|
|
|
||||||||||
Net income basic
|
$
|
3.07
|
|
$
|
2.63
|
|
$
|
2.68
|
|
$
|
2.48
|
|
$
|
2.69
|
|
Net income diluted
|
3.04
|
|
2.61
|
|
2.67
|
|
2.47
|
|
2.68
|
|
|||||
Cash dividends declared
|
1.48
|
|
1.40
|
|
1.37
|
|
1.36
|
|
1.36
|
|
|||||
Book value per share
|
24.61
|
|
22.47
|
|
21.05
|
|
20.31
|
|
19.45
|
|
|||||
|
|
|
|
|
|
||||||||||
Selected Average Balances
|
|
|
|
|
|
||||||||||
Total loans
|
$
|
2,523,755
|
|
$
|
2,041,876
|
|
$
|
1,899,388
|
|
$
|
1,820,588
|
|
$
|
1,797,115
|
|
Securities
|
360,860
|
|
409,431
|
|
454,513
|
|
507,915
|
|
501,475
|
|
|||||
Interest-earning assets
|
2,905,783
|
|
2,489,072
|
|
2,391,484
|
|
2,348,258
|
|
2,304,053
|
|
|||||
Deposits
|
2,821,573
|
|
2,338,891
|
|
2,221,414
|
|
2,190,324
|
|
2,136,949
|
|
|||||
Long-term debt
|
16,495
|
|
16,495
|
|
16,495
|
|
16,876
|
|
18,286
|
|
|||||
Shareholders’ equity
|
373,102
|
|
325,073
|
|
316,161
|
|
316,030
|
|
294,583
|
|
|||||
Total assets
|
3,378,351
|
|
2,837,234
|
|
2,701,720
|
|
2,654,497
|
|
2,608,750
|
|
|||||
|
|
|
|
|
|
||||||||||
Selected Year-End Balances
|
|
|
|
|
|
||||||||||
Net loans
|
$
|
2,585,622
|
|
$
|
2,127,560
|
|
$
|
1,953,694
|
|
$
|
1,846,776
|
|
$
|
1,773,893
|
|
Securities
|
370,120
|
|
402,039
|
|
396,175
|
|
453,585
|
|
513,931
|
|
|||||
Interest-earning assets
|
2,986,194
|
|
2,574,684
|
|
2,374,804
|
|
2,334,921
|
|
2,309,884
|
|
|||||
Deposits
|
2,785,133
|
|
2,409,316
|
|
2,221,268
|
|
2,171,375
|
|
2,163,722
|
|
|||||
Long-term debt
|
16,495
|
|
16,495
|
|
16,495
|
|
16,495
|
|
16,959
|
|
|||||
Shareholders’ equity
|
387,623
|
|
333,274
|
|
311,134
|
|
314,861
|
|
308,902
|
|
|||||
Total assets
|
3,368,238
|
|
2,917,466
|
|
2,777,109
|
|
2,637,295
|
|
2,622,620
|
|
|||||
|
|
|
|
|
|
||||||||||
Performance Ratios
|
|
|
|
|
|
||||||||||
Return on average assets
|
1.43
|
%
|
1.37
|
%
|
1.51
|
%
|
1.47
|
%
|
1.63
|
%
|
|||||
Return on average equity
|
12.92
|
|
11.98
|
|
12.87
|
|
12.33
|
|
14.48
|
|
|||||
Return on average tangible common equity
|
16.20
|
|
14.74
|
|
15.66
|
|
15.02
|
|
17.95
|
|
|||||
Net interest margin
|
4.33
|
|
3.96
|
|
3.89
|
|
4.06
|
|
4.18
|
|
|||||
Efficiency ratio
|
55.82
|
|
57.16
|
|
55.87
|
|
52.93
|
|
49.99
|
|
|||||
Dividend payout ratio
|
48.21
|
|
53.23
|
|
51.12
|
|
54.84
|
|
50.56
|
|
|||||
|
|
|
|
|
|
||||||||||
Asset Quality
|
|
|
|
|
|
||||||||||
Net charge-offs to average loans
|
0.20
|
%
|
0.34
|
%
|
0.18
|
%
|
0.41
|
%
|
0.59
|
%
|
|||||
Provision for loan losses to average loans
|
0.27
|
|
0.31
|
|
0.24
|
|
0.39
|
|
0.39
|
|
Allowance for loan losses to nonperforming loans
|
90.25
|
|
96.59
|
|
87.76
|
|
156.39
|
|
132.02
|
|
|||||
Allowance for loan losses to total loans
|
0.79
|
|
0.88
|
|
0.98
|
|
0.98
|
|
1.03
|
|
|||||
|
|
|
|
|
|
||||||||||
Consolidated Capital Ratios
|
|
|
|
|
|
||||||||||
Total
|
13.84
|
%
|
13.85
|
%
|
14.07
|
%
|
14.81
|
%
|
14.44
|
%
|
|||||
Tier I Risk-based
|
13.00
|
|
12.97
|
|
13.12
|
|
13.88
|
|
13.46
|
|
|||||
Tier I Leverage
|
9.80
|
|
9.82
|
|
10.18
|
|
10.54
|
|
10.10
|
|
|||||
Average equity to average assets
|
11.04
|
|
11.46
|
|
11.70
|
|
11.91
|
|
11.29
|
|
|||||
Tangible equity to tangible assets (end of period)
|
9.49
|
|
9.40
|
|
9.37
|
|
10.01
|
|
9.82
|
|
|||||
|
|
|
|
|
|
||||||||||
Full-time equivalent employees
|
923
|
|
843
|
|
795
|
|
805
|
|
809
|
|
|
Cash Dividends
Per Share
|
|
Market
|
||||||||
Low
|
|
High
|
|||||||||
2013
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
0.37
|
|
|
$
|
41.87
|
|
|
$
|
49.21
|
|
Third Quarter
|
0.37
|
|
|
40.04
|
|
|
46.13
|
|
|||
Second Quarter
|
0.37
|
|
|
36.87
|
|
|
40.43
|
|
|||
First Quarter
|
0.37
|
|
|
36.07
|
|
|
40.05
|
|
|||
|
|
|
|
|
|
||||||
2012
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
0.35
|
|
|
$
|
31.78
|
|
|
$
|
36.45
|
|
Third Quarter
|
0.35
|
|
|
32.37
|
|
|
36.43
|
|
|||
Second Quarter
|
0.35
|
|
|
30.96
|
|
|
35.62
|
|
|||
First Quarter
|
0.35
|
|
|
32.59
|
|
|
37.16
|
|
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Net income
(in thousands)
|
$
|
48,215
|
|
$
|
38,945
|
|
$
|
40,678
|
|
Earnings per share, basic
|
$
|
3.07
|
|
$
|
2.63
|
|
$
|
2.68
|
|
Earnings per share, diluted
|
$
|
3.04
|
|
$
|
2.61
|
|
$
|
2.67
|
|
ROA*
|
1.43
|
%
|
1.37
|
%
|
1.51
|
%
|
|||
ROE*
|
12.92
|
%
|
11.98
|
%
|
12.87
|
%
|
|||
ROATCE*
|
16.20
|
%
|
14.74
|
%
|
15.66
|
%
|
|
December 31,
|
|
|
||||||||
|
2013
|
2012
|
$ Change
|
% Change
|
|||||||
|
|
|
|
|
|||||||
Gross loans
|
$
|
2,606.2
|
|
$
|
2,146.4
|
|
$
|
459.8
|
|
21.4
|
%
|
Investment securities
|
370.1
|
|
402.0
|
|
(31.9
|
)
|
(7.9
|
)
|
|||
Premises and equipment, net
|
82.5
|
|
72.7
|
|
9.8
|
|
13.5
|
|
|||
Goodwill and other intangible assets
|
75.1
|
|
65.1
|
|
10.0
|
|
15.4
|
|
|||
|
|
|
|
|
|||||||
Total deposits
|
2,785.1
|
|
2,409.3
|
|
375.8
|
|
15.6
|
|
|||
Short-term borrowings
|
137.8
|
|
114.6
|
|
23.2
|
|
20.2
|
|
|||
Long-term debt
|
16.5
|
|
16.5
|
|
—
|
|
—
|
|
|||
Total shareholders' equity
|
387.6
|
|
333.3
|
|
54.3
|
|
16.3
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
Average Balance
|
Interest
|
Yield/
Rate
|
|
Average Balance
|
Interest
|
Yield/
Rate
|
|
Average Balance
|
Interest
|
Yield/
Rate
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loan portfolio
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential real estate
(2),(3)
|
$
|
1,304,741
|
|
55,165
|
|
4.23
|
%
|
|
$
|
1,114,653
|
|
49,000
|
|
4.40
|
%
|
|
$
|
1,040,460
|
|
48,948
|
|
4.70
|
%
|
Commercial, financial, and agriculture
(4),(5)
|
1,154,637
|
|
62,679
|
|
5.43
|
|
|
880,502
|
|
40,815
|
|
4.64
|
|
|
812,401
|
|
37,955
|
|
4.67
|
|
|||
Installment loans to individuals
(6),(7)
|
64,377
|
|
6,219
|
|
9.66
|
|
|
46,721
|
|
3,311
|
|
7.09
|
|
|
46,167
|
|
3,375
|
|
7.31
|
|
|||
Previously securitized loans
(8)
|
—
|
|
2,531
|
|
—
|
|
|
—
|
|
3,306
|
|
—
|
|
|
360
|
|
3,136
|
|
871.11
|
|
|||
Total loans
|
2,523,755
|
|
126,594
|
|
5.02
|
|
|
2,041,876
|
|
96,432
|
|
4.72
|
|
|
1,899,388
|
|
93,414
|
|
4.92
|
|
|||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
330,225
|
|
10,697
|
|
3.24
|
|
|
371,092
|
|
14,285
|
|
3.85
|
|
|
408,472
|
|
17,729
|
|
4.34
|
|
|||
Tax-exempt
(9)
|
30,635
|
|
1,885
|
|
6.15
|
|
|
38,339
|
|
2,218
|
|
5.79
|
|
|
46,041
|
|
2,611
|
|
5.67
|
|
|||
Total securities
|
360,860
|
|
12,582
|
|
3.49
|
|
|
409,431
|
|
16,503
|
|
4.03
|
|
|
454,513
|
|
20,340
|
|
4.48
|
|
|||
Deposits in depository institutions
|
8,116
|
|
—
|
|
—
|
|
|
7,258
|
|
—
|
|
—
|
|
|
7,655
|
|
—
|
|
—
|
|
|||
Federal funds sold
|
13,052
|
|
22
|
|
0.17
|
|
|
30,507
|
|
53
|
|
0.17
|
|
|
29,928
|
|
48
|
|
0.16
|
|
|||
Total interest-earning assets
|
2,905,783
|
|
139,198
|
|
4.79
|
|
|
2,489,072
|
|
112,988
|
|
4.54
|
|
|
2,391,484
|
|
113,802
|
|
4.76
|
|
|||
Cash and due from banks
|
154,983
|
|
|
|
|
74,193
|
|
|
|
|
58,247
|
|
|
|
|||||||||
Bank premises and equipment
|
82,168
|
|
|
|
|
69,772
|
|
|
|
|
64,678
|
|
|
|
|||||||||
Other assets
|
255,544
|
|
|
|
|
223,783
|
|
|
|
|
206,724
|
|
|
|
|||||||||
Less: allowance for loan losses
|
(20,127
|
)
|
|
|
|
(19,586
|
)
|
|
|
|
(19,413
|
)
|
|
|
|||||||||
Total assets
|
$
|
3,378,351
|
|
|
|
|
$
|
2,837,234
|
|
|
|
|
$
|
2,701,720
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing demand deposits
|
$
|
603,844
|
|
712
|
|
0.12
|
%
|
|
$
|
534,211
|
|
697
|
|
0.13
|
%
|
|
$
|
493,433
|
|
895
|
|
0.18
|
%
|
Savings deposits
|
599,574
|
|
864
|
|
0.14
|
|
|
479,760
|
|
759
|
|
0.16
|
|
|
420,212
|
|
1,023
|
|
0.24
|
|
|||
Time deposits
(10)
|
1,103,945
|
|
10,782
|
|
0.98
|
|
|
909,951
|
|
12,021
|
|
1.32
|
|
|
927,789
|
|
17,876
|
|
1.93
|
|
|||
Short-term borrowings
|
127,679
|
|
325
|
|
0.25
|
|
|
121,780
|
|
312
|
|
0.26
|
|
|
123,569
|
|
325
|
|
0.26
|
|
|||
Long-term debt
|
16,495
|
|
618
|
|
3.75
|
|
|
16,495
|
|
661
|
|
4.01
|
|
|
16,495
|
|
639
|
|
3.87
|
|
|||
Total interest-bearing liabilities
|
2,451,537
|
|
13,301
|
|
0.54
|
|
|
2,062,197
|
|
14,450
|
|
0.70
|
|
|
1,981,498
|
|
20,758
|
|
1.05
|
|
|||
Noninterest-bearing demand deposits
|
514,210
|
|
|
|
|
414,969
|
|
|
|
|
379,980
|
|
|
|
|||||||||
Other liabilities
|
39,502
|
|
|
|
|
34,995
|
|
|
|
|
24,081
|
|
|
|
|||||||||
Stockholders’ equity
|
373,102
|
|
|
|
|
325,073
|
|
|
|
|
316,161
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
3,378,351
|
|
|
|
|
$
|
2,837,234
|
|
|
|
|
$
|
2,701,720
|
|
|
|
||||||
Net interest income
|
|
125,897
|
|
|
|
|
98,538
|
|
|
|
|
93,044
|
|
|
|||||||||
Net yield on earning assets
|
|
|
4.33
|
%
|
|
|
|
3.96
|
%
|
|
|
|
3.89
|
%
|
|
Virginia Savings
|
Community
|
|
||||||||||||
Year Ended
|
Loan
Accretion
|
Certificates of Deposit
|
Loan
Accretion
|
Certificates of Deposit
|
Total
|
||||||||||
|
|
|
|
|
|
||||||||||
2012
|
$
|
2,415
|
|
$
|
179
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,594
|
|
2013
|
3,512
|
|
542
|
|
9,907
|
|
682
|
|
14,643
|
|
|||||
2014
|
922
|
|
536
|
|
4,104
|
|
250
|
|
5,812
|
|
|||||
2015
|
564
|
|
518
|
|
3,040
|
|
160
|
|
4,282
|
|
|||||
2016
|
325
|
|
497
|
|
1,477
|
|
44
|
|
2,343
|
|
|
2013 vs. 2012
Increase (Decrease)
Due to Change In:
|
2012 vs. 2011
Increase (Decrease)
Due to Change In:
|
||||||||||||||||
|
Volume
|
Rate
|
Net
|
Volume
|
Rate
|
Net
|
||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
||||||||||||
Loan portfolio
|
|
|
|
|
|
|
||||||||||||
Residential real estate
|
$
|
8,356
|
|
$
|
(2,191
|
)
|
$
|
6,165
|
|
$
|
3,490
|
|
$
|
(3,438
|
)
|
$
|
52
|
|
Commercial, financial, and agriculture
|
12,707
|
|
9,157
|
|
21,864
|
|
3,182
|
|
(322
|
)
|
2,860
|
|
||||||
Installment loans to individuals
|
1,251
|
|
1,657
|
|
2,908
|
|
40
|
|
(104
|
)
|
(64
|
)
|
||||||
Previously securitized loans
|
—
|
|
(775
|
)
|
(775
|
)
|
(3,136
|
)
|
3,306
|
|
170
|
|
||||||
Total loans
|
22,314
|
|
7,848
|
|
30,162
|
|
3,576
|
|
(558
|
)
|
3,018
|
|
||||||
Securities:
|
|
|
|
|
|
|
||||||||||||
Taxable
|
(1,573
|
)
|
(2,015
|
)
|
(3,588
|
)
|
(1,622
|
)
|
(1,822
|
)
|
(3,444
|
)
|
||||||
Tax-exempt
(1)
|
(446
|
)
|
113
|
|
(333
|
)
|
(437
|
)
|
44
|
|
(393
|
)
|
||||||
Total securities
|
(2,019
|
)
|
(1,902
|
)
|
(3,921
|
)
|
(2,059
|
)
|
(1,778
|
)
|
(3,837
|
)
|
||||||
Federal funds sold
|
(30
|
)
|
(1
|
)
|
(31
|
)
|
1
|
|
4
|
|
5
|
|
||||||
Total interest-earning assets
|
$
|
20,265
|
|
$
|
5,945
|
|
$
|
26,210
|
|
$
|
1,518
|
|
$
|
(2,332
|
)
|
$
|
(814
|
)
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
||||||||||||
Interest-bearing demand deposits
|
$
|
91
|
|
$
|
(76
|
)
|
$
|
15
|
|
$
|
74
|
|
$
|
(272
|
)
|
$
|
(198
|
)
|
Savings deposits
|
190
|
|
(85
|
)
|
105
|
|
145
|
|
(409
|
)
|
(264
|
)
|
||||||
Time deposits
|
2,563
|
|
(3,802
|
)
|
(1,239
|
)
|
(344
|
)
|
(5,511
|
)
|
(5,855
|
)
|
||||||
Short-term borrowings
|
15
|
|
(2
|
)
|
13
|
|
(5
|
)
|
(8
|
)
|
(13
|
)
|
||||||
Long-term debt
|
—
|
|
(43
|
)
|
(43
|
)
|
—
|
|
22
|
|
22
|
|
||||||
Total interest-bearing liabilities
|
$
|
2,859
|
|
$
|
(4,008
|
)
|
$
|
(1,149
|
)
|
$
|
(130
|
)
|
$
|
(6,178
|
)
|
$
|
(6,308
|
)
|
Net Interest Income
|
$
|
17,406
|
|
$
|
9,953
|
|
$
|
27,359
|
|
$
|
1,648
|
|
$
|
3,846
|
|
$
|
5,494
|
|
1.
|
Fully federal taxable equivalent using a tax rate of approximately 35%.
|
|
For the year ended December 31,
|
|
|
||||||||
|
2013
|
2012
|
$ Change
|
% Change
|
|||||||
Net investment security gains
|
$
|
0.8
|
|
$
|
1.0
|
|
$
|
(0.2
|
)
|
(20.0
|
)%
|
Non-interest income, excluding net investment securities gains
|
57.2
|
|
54.3
|
|
2.9
|
|
5.3
|
|
|||
Non-interest expense
|
102.9
|
|
87.4
|
|
15.5
|
|
17.7
|
|
|
For the year ended December 31,
|
|
|
||||||||
|
2012
|
2011
|
$ Change
|
% Change
|
|||||||
Net investment security gains
|
$
|
1.0
|
|
$
|
2.5
|
|
$
|
(1.5
|
)
|
(60.0
|
)%
|
Non-interest income, excluding net investment securities gains
|
54.3
|
|
52.4
|
|
1.9
|
|
3.6
|
|
|||
Non-interest expense
|
87.4
|
|
81.1
|
|
6.3
|
|
7.8
|
|
Immediate Basis Point Change in Interest Rates
|
Implied Federal Funds Rate Associated with Change in Interest Rates
|
Estimated Increase (Decrease) in Net Income Over 12 Months
|
Estimated Increase (Decrease) in Economic Value of Equity
|
|||
December 31, 2013
|
|
|
|
|||
+400
|
4.25
|
%
|
+3.3
|
%
|
-6.4
|
%
|
+300
|
3.25
|
|
+4.3
|
|
-2.0
|
|
+200
|
2.25
|
|
+3.3
|
|
+0.6
|
|
+100
|
1.25
|
|
+0.6
|
|
+0.4
|
|
|
|
|
|
|||
December 31, 2012
|
|
|
|
|||
+400
|
4.25
|
%
|
+4.2
|
%
|
+4.8
|
%
|
+300
|
3.25
|
|
+3.8
|
|
+5.4
|
|
+200
|
2.25
|
|
+2.5
|
|
+3.9
|
|
+100
|
1.25
|
|
-0.3
|
|
+1.6
|
|
|
Carrying Values as of December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
Securities available-for-sale:
|
|
|
|
||||||
U.S. Treasuries and U.S. government agencies
|
$
|
2,365
|
|
$
|
3,888
|
|
$
|
6,041
|
|
Obligations of states and political subdivisions
|
41,548
|
|
48,929
|
|
56,802
|
|
|||
Mortgage-backed securities:
|
|
|
|
||||||
U.S. government agencies
|
278,108
|
|
286,482
|
|
227,613
|
|
|||
Private label
|
2,197
|
|
3,272
|
|
5,156
|
|
|||
Trust preferred securities
|
13,156
|
|
12,645
|
|
45,157
|
|
|||
Corporate securities
|
9,128
|
|
15,947
|
|
14,398
|
|
|||
Total Debt Securities available-for-sale
|
346,502
|
|
371,163
|
|
355,167
|
|
|||
Marketable equity securities
|
4,673
|
|
4,185
|
|
3,853
|
|
|||
Investment funds
|
1,485
|
|
1,774
|
|
1,763
|
|
|||
Total Securities Available-for-Sale
|
352,660
|
|
377,122
|
|
360,783
|
|
|||
Securities held-to-maturity:
|
|
|
|
||||||
Trust preferred securities
|
4,117
|
|
13,454
|
|
23,458
|
|
|||
Total Securities Held-to-Maturity
|
4,117
|
|
13,454
|
|
23,458
|
|
|||
Other investment securities:
|
|
|
|
||||||
Non-marketable equity securities
|
13,343
|
|
11,463
|
|
11,934
|
|
|||
Total Other Investment Securities
|
13,343
|
|
11,463
|
|
11,934
|
|
|||
|
|
|
|
||||||
Total Securities
|
$
|
370,120
|
|
$
|
402,039
|
|
$
|
396,175
|
|
|
Within
|
After One But
|
After Five But
|
After
|
||||||||||||||||
|
One Year
|
Within Five Years
|
Within Ten Years
|
Ten Years
|
||||||||||||||||
|
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of states and political subdivisions
|
$
|
2,681
|
|
2.90
|
%
|
$
|
17,164
|
|
5.69
|
%
|
$
|
12,292
|
|
5.97
|
%
|
$
|
9,411
|
|
7.50
|
%
|
U.S. Treasuries and U.S. government agencies
|
—
|
|
—
|
|
2,359
|
|
2.57
|
|
6
|
|
1.26
|
|
—
|
|
—
|
|
||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government agencies
|
81
|
|
1.76
|
|
6,524
|
|
3.81
|
|
15,804
|
|
2.91
|
|
255,699
|
|
2.72
|
|
||||
Private label
|
—
|
|
—
|
|
706
|
|
4.51
|
|
—
|
|
—
|
|
1,491
|
|
2.55
|
|
||||
Trust preferred securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,156
|
|
5.52
|
|
||||
Corporate securities
|
1,911
|
|
2.13
|
|
—
|
|
—
|
|
4,102
|
|
5.55
|
|
3,115
|
|
5.55
|
|
||||
Total Debt Securities available-for-sale
|
4,673
|
|
2.56
|
|
26,753
|
|
4.80
|
|
32,204
|
|
4.42
|
|
282,872
|
|
3.04
|
|
||||
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||||||
Trust preferred securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,117
|
|
9.34
|
|
||||
Total Securities Held-to-Maturity
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,117
|
|
9.34
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||||||
Total debt securities
|
$
|
4,673
|
|
2.56
|
%
|
$
|
26,753
|
|
4.80
|
%
|
$
|
32,204
|
|
4.42
|
%
|
$
|
286,989
|
|
3.13
|
%
|
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
|
|
|
|
|
|
||||||||||
Residential real estate
|
$
|
1,207,150
|
|
$
|
1,031,435
|
|
$
|
929,788
|
|
$
|
882,780
|
|
$
|
851,659
|
|
Home equity – junior liens
|
143,390
|
|
143,110
|
|
141,797
|
|
143,761
|
|
142,771
|
|
|||||
Commercial and industrial
|
164,484
|
|
108,739
|
|
130,899
|
|
134,612
|
|
137,093
|
|
|||||
Commercial real estate
|
1,040,866
|
|
821,970
|
|
732,146
|
|
661,758
|
|
614,959
|
|
|||||
Consumer
|
46,402
|
|
36,564
|
|
35,845
|
|
38,424
|
|
41,684
|
|
|||||
DDA overdrafts
|
3,905
|
|
4,551
|
|
2,628
|
|
2,876
|
|
2,555
|
|
|||||
Previously securitzed loans
|
—
|
|
—
|
|
—
|
|
789
|
|
1,713
|
|
|||||
Gross loans
|
$
|
2,606,197
|
|
$
|
2,146,369
|
|
$
|
1,973,103
|
|
$
|
1,865,000
|
|
$
|
1,792,434
|
|
|
Within One Year
|
After One But Within Five Years
|
After Five Years
|
Total
|
||||||||
|
|
|
|
|
||||||||
Residential real estate
|
$
|
184,861
|
|
$
|
514,999
|
|
$
|
507,290
|
|
$
|
1,207,150
|
|
Home equity – junior liens
|
31,465
|
|
70,166
|
|
41,759
|
|
143,390
|
|
||||
Commercial and industrial
|
83,729
|
|
77,025
|
|
3,730
|
|
164,484
|
|
||||
Commercial real estate
|
333,608
|
|
508,114
|
|
199,144
|
|
1,040,866
|
|
||||
Consumer
|
27,118
|
|
22,644
|
|
545
|
|
50,307
|
|
||||
Total loans
|
$
|
660,781
|
|
$
|
1,192,948
|
|
$
|
752,468
|
|
$
|
2,606,197
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
||||||||
Loans maturing after one year with interest rates that are:
|
|
|
|
|
||||||||
Fixed until maturity
|
|
$
|
430,268
|
|
|
|
||||||
Variable or adjustable
|
|
1,515,148
|
|
|
|
|||||||
Total
|
|
$
|
1,945,416
|
|
|
|
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
$
|
18,809
|
|
$
|
19,409
|
|
$
|
18,224
|
|
$
|
18,541
|
|
$
|
22,164
|
|
|
|
|
|
|
|
||||||||||
Charge-offs:
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
1,040
|
|
226
|
|
522
|
|
73
|
|
530
|
|
|||||
Commercial real estate
|
2,187
|
|
4,604
|
|
1,989
|
|
3,304
|
|
7,219
|
|
|||||
Residential real estate
|
2,181
|
|
1,030
|
|
1,367
|
|
1,607
|
|
1,195
|
|
|||||
Home equity
|
295
|
|
1,355
|
|
1,089
|
|
930
|
|
721
|
|
|||||
Consumer
|
454
|
|
190
|
|
164
|
|
86
|
|
265
|
|
|||||
DDA overdrafts
|
1,483
|
|
1,522
|
|
1,712
|
|
3,638
|
|
2,886
|
|
|||||
Total charge-offs
|
7,640
|
|
8,927
|
|
6,843
|
|
9,638
|
|
12,816
|
|
|||||
|
|
|
|
|
|
||||||||||
Recoveries:
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
84
|
|
32
|
|
23
|
|
27
|
|
102
|
|
|||||
Commercial real estate
|
785
|
|
289
|
|
1,981
|
|
415
|
|
133
|
|
|||||
Residential real estate
|
234
|
|
22
|
|
29
|
|
74
|
|
102
|
|
|||||
Home equity
|
—
|
|
18
|
|
7
|
|
26
|
|
20
|
|
|||||
Consumer
|
327
|
|
135
|
|
136
|
|
129
|
|
222
|
|
|||||
DDA overdrafts
|
1,128
|
|
1,456
|
|
1,252
|
|
1,557
|
|
1,620
|
|
|||||
Total recoveries
|
2,558
|
|
1,952
|
|
3,428
|
|
2,228
|
|
2,199
|
|
|||||
Net charge-offs
|
5,082
|
|
6,975
|
|
3,415
|
|
7,410
|
|
10,617
|
|
|||||
Provision for loan losses
|
6,251
|
|
6,375
|
|
4,600
|
|
7,093
|
|
6,994
|
|
|||||
Provision for acquired loans
|
597
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Balance at end of period
|
$
|
20,575
|
|
$
|
18,809
|
|
$
|
19,409
|
|
$
|
18,224
|
|
$
|
18,541
|
|
|
|
|
|
|
|
||||||||||
As a Percent of Average Total Loans:
|
|
|
|
|
|
||||||||||
Net charge-offs
|
0.20
|
%
|
0.34
|
%
|
0.18
|
%
|
0.41
|
%
|
0.59
|
%
|
|||||
Provision for loan losses
|
0.27
|
%
|
0.31
|
%
|
0.24
|
%
|
0.39
|
%
|
0.39
|
%
|
|||||
As a Percent of Non-Performing Loans:
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
90.25
|
%
|
96.59
|
%
|
87.76
|
%
|
156.39
|
%
|
132.02
|
%
|
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Non-accrual loans
|
$
|
22,361
|
|
$
|
19,194
|
|
$
|
21,951
|
|
$
|
10,817
|
|
$
|
13,583
|
|
Accruing loans past due 90 days or more
|
436
|
|
280
|
|
166
|
|
782
|
|
382
|
|
|||||
Previously securitized loans past due 90 days or more
|
—
|
|
—
|
|
—
|
|
54
|
|
79
|
|
|||||
Total non-performing loans
|
$
|
22,797
|
|
$
|
19,474
|
|
$
|
22,117
|
|
$
|
11,653
|
|
$
|
14,044
|
|
|
2013
|
2012
|
||||
Impaired loans with a valuation allowance
|
$
|
3,416
|
|
$
|
—
|
|
Impaired loans with no valuation allowance
|
9,178
|
|
10,679
|
|
||
Total impaired loans
|
$
|
12,594
|
|
$
|
10,679
|
|
|
|
|
||||
Allowance for loan losses allocated to impaired loans
|
$
|
880
|
|
$
|
—
|
|
|
Accruing
|
Non-Accruing
|
Total
|
||||||
December 31, 2013
|
|
|
|
||||||
Commercial and industrial
|
$
|
88
|
|
—
|
|
$
|
88
|
|
|
Commercial real estate
|
1,783
|
|
—
|
|
1,783
|
|
|||
Residential real estate
|
18,651
|
|
1,693
|
|
20,344
|
|
|||
Home equity
|
2,859
|
|
14
|
|
2,873
|
|
|||
Consumer
|
—
|
|
—
|
|
—
|
|
|||
|
$
|
23,381
|
|
$
|
1,707
|
|
$
|
25,088
|
|
|
|
|
|
||||||
December 31, 2012
|
|
|
|
||||||
Commercial and industrial
|
$
|
101
|
|
—
|
|
$
|
101
|
|
|
Commercial real estate
|
734
|
|
—
|
|
734
|
|
|||
Residential real estate
|
18,826
|
|
162
|
|
18,988
|
|
|||
Home equity
|
3,325
|
|
418
|
|
3,743
|
|
|||
Consumer
|
142
|
|
—
|
|
142
|
|
|||
|
$
|
23,128
|
|
$
|
580
|
|
$
|
23,708
|
|
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||||||||||||
|
Amount
|
Percent of Loans in Each Category to Total Loans
|
Amount
|
Percent of Loans in Each Category to Total Loans
|
Amount
|
Percent of Loans in Each Category to Total Loans
|
Amount
|
Percent of Loans in Each Category to Total Loans
|
Amount
|
Percent of Loans in Each Category to Total Loans
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
$
|
1,139
|
|
6
|
%
|
$
|
498
|
|
5
|
%
|
$
|
590
|
|
7
|
%
|
$
|
1,864
|
|
7
|
%
|
$
|
2,069
|
|
8
|
%
|
Commercial real estate
|
10,775
|
|
40
|
%
|
10,440
|
|
38
|
%
|
11,666
|
|
37
|
%
|
8,488
|
|
35
|
%
|
8,961
|
|
34
|
%
|
|||||
Residential real estate
|
6,057
|
|
46
|
%
|
5,229
|
|
48
|
%
|
4,839
|
|
47
|
%
|
5,337
|
|
48
|
%
|
4,233
|
|
48
|
%
|
|||||
Home equity - junior liens
|
1,672
|
|
6
|
%
|
1,699
|
|
7
|
%
|
1,525
|
|
7
|
%
|
1,452
|
|
8
|
%
|
1,282
|
|
8
|
%
|
|||||
Consumer
|
77
|
|
2
|
%
|
81
|
|
2
|
%
|
88
|
|
2
|
%
|
95
|
|
2
|
%
|
191
|
|
2
|
%
|
|||||
DDA overdrafts
|
855
|
|
—
|
%
|
862
|
|
—
|
%
|
701
|
|
—
|
%
|
988
|
|
—
|
%
|
1,805
|
|
—
|
%
|
|||||
Allowance for Loan Losses
|
$
|
20,575
|
|
100
|
%
|
$
|
18,809
|
|
100
|
%
|
$
|
19,409
|
|
100
|
%
|
$
|
18,224
|
|
100
|
%
|
$
|
18,541
|
|
100
|
%
|
|
Amounts
|
Percentage
|
|||
|
|
|
|||
Three months or less
|
$
|
71,031
|
|
18
|
%
|
Over three months through six months
|
54,996
|
|
14
|
%
|
|
Over six months through twelve months
|
81,620
|
|
21
|
%
|
|
Over twelve months
|
185,817
|
|
47
|
%
|
|
Total
|
$
|
393,464
|
|
100
|
%
|
|
Contractual Maturity in
|
||||||||||||||
|
Less than One Year
|
Between One and Three Years
|
Between Three and Five Years
|
Greater than Five Years
|
Total
|
||||||||||
|
|
|
|
|
|
||||||||||
Noninterest-bearing demand deposits
|
$
|
493,228
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
493,228
|
|
Interest-bearing demand deposits
(1)
|
601,553
|
|
—
|
|
—
|
|
—
|
|
601,553
|
|
|||||
Savings deposits
(1)
|
612,781
|
|
—
|
|
—
|
|
—
|
|
612,781
|
|
|||||
Time deposits
(1)
|
617,676
|
|
327,831
|
|
150,648
|
|
56
|
|
1,096,211
|
|
|||||
Short-term borrowings
(1)
|
138,150
|
|
—
|
|
—
|
|
—
|
|
138,150
|
|
|||||
Long-term debt
(1)
|
619
|
|
1,238
|
|
1,238
|
|
28,875
|
|
31,970
|
|
|||||
Total Contractual Obligations
|
$
|
2,464,007
|
|
$
|
329,069
|
|
$
|
151,886
|
|
$
|
28,931
|
|
$
|
2,973,893
|
|
(1)
|
Includes interest on both fixed- and variable-rate obligations. The interest associated with variable-rate obligations is based upon interest rates in effect at
December 31, 2013
. The contractual amounts to be paid on variable-rate obligations are affected by market interest rates that could materially affect the contractual amounts to be paid.
|
|
|
|
Actual
|
|||||
|
|
|
December 31,
|
|||||
|
Minimum
|
Capitalized
|
2013
|
2012
|
||||
City Holding:
|
|
|
|
|
||||
Total
|
8.0
|
%
|
10.0
|
%
|
13.8
|
%
|
13.9
|
%
|
Tier I Risk-based
|
4.0
|
%
|
6.0
|
%
|
13.0
|
%
|
13.0
|
%
|
Tier I Leverage
|
4.0
|
%
|
5.0
|
%
|
9.8
|
%
|
9.8
|
%
|
City National Bank:
|
|
|
|
|
||||
Total
|
8.0
|
%
|
10.0
|
%
|
12.2
|
%
|
12.4
|
%
|
Tier I Risk-based
|
4.0
|
%
|
6.0
|
%
|
11.4
|
%
|
11.5
|
%
|
Tier I Leverage
|
4.0
|
%
|
5.0
|
%
|
8.6
|
%
|
8.7
|
%
|
s/ Charles R. Hageboeck
|
|
/s/ David L. Bumgarner
|
|
Charles R. Hageboeck
|
|
David L. Bumgarner
|
|
President & Chief Executive Officer
|
|
Chief Financial Officer
|
|
|
/s/ Ernst & Young LLP
|
Charleston, West Virginia
|
|
March 7, 2014
|
|
|
/s/ Ernst & Young LLP
|
Charleston, West Virginia
|
|
March 7, 2014
|
|
|
December 31, 2013
|
December 31, 2012
|
||||
Assets
|
|
|
||||
Cash and due from banks
|
$
|
75,999
|
|
$
|
58,718
|
|
Interest-bearing deposits in depository institutions
|
9,877
|
|
16,276
|
|
||
Federal funds sold
|
—
|
|
10,000
|
|
||
Cash and Cash Equivalents
|
85,876
|
|
84,994
|
|
||
|
|
|
||||
Investment securities available for sale, at fair value
|
352,660
|
|
377,122
|
|
||
Investment securities held-to-maturity, at amortized cost (approximate fair value at December 31, 2013 and 2012 - $5,335 and $13,861, respectively)
|
4,117
|
|
13,454
|
|
||
Other securities
|
13,343
|
|
11,463
|
|
||
Total Investment Securities
|
370,120
|
|
402,039
|
|
||
|
|
|
||||
Gross loans
|
2,606,197
|
|
2,146,369
|
|
||
Allowance for loan losses
|
(20,575
|
)
|
(18,809
|
)
|
||
Net Loans
|
2,585,622
|
|
2,127,560
|
|
||
|
|
|
||||
Bank owned life insurance
|
92,047
|
|
81,901
|
|
||
Premises and equipment, net
|
82,548
|
|
72,728
|
|
||
Accrued interest receivable
|
6,866
|
|
6,692
|
|
||
Net deferred tax asset
|
42,165
|
|
32,737
|
|
||
Goodwill and other intangible assets
|
75,142
|
|
65,057
|
|
||
Other assets
|
27,852
|
|
43,758
|
|
||
Total Assets
|
$
|
3,368,238
|
|
$
|
2,917,466
|
|
Liabilities
|
|
|
||||
Deposits:
|
|
|
||||
Noninterest-bearing
|
$
|
493,228
|
|
$
|
429,969
|
|
Interest-bearing:
|
|
|
||||
Demand deposits
|
601,527
|
|
553,132
|
|
||
Savings deposits
|
612,772
|
|
506,869
|
|
||
Time deposits
|
1,077,606
|
|
919,346
|
|
||
Total Deposits
|
2,785,133
|
|
2,409,316
|
|
||
|
|
|
||||
Short-term borrowings:
|
|
|
||||
Customer repurchase agreements
|
137,798
|
|
114,646
|
|
||
Long-term debt
|
16,495
|
|
16,495
|
|
||
Other liabilities
|
41,189
|
|
43,735
|
|
||
Total Liabilities
|
2,980,615
|
|
2,584,192
|
|
||
|
|
|
||||
Shareholders’ Equity
|
|
|
||||
Preferred stock, par value $25 per share: 500,000 shares authorized; none issued
|
—
|
|
—
|
|
||
Common stock, par value $2.50 per share: 50,000,000 shares authorized; 18,499,282 shares issued at December 31, 2013 and December 31, 2012, less 2,748,922 and 3,665,999, shares in treasury, respectively
|
46,249
|
|
46,249
|
|
||
|
|
|
Capital surplus
|
107,596
|
|
103,524
|
|
||
Retained earnings
|
333,970
|
|
309,270
|
|
||
Cost of common stock in treasury
|
(95,202
|
)
|
(124,347
|
)
|
||
Accumulated other comprehensive income (loss):
|
|
|
||||
Unrealized (loss) gain on securities available-for-sale
|
(2,110
|
)
|
3,573
|
|
||
Underfunded pension liability
|
(2,880
|
)
|
(4,995
|
)
|
||
Total Accumulated Other Comprehensive Loss
|
(4,990
|
)
|
(1,422
|
)
|
||
Total Shareholders’ Equity
|
387,623
|
|
333,274
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
3,368,238
|
|
$
|
2,917,466
|
|
|
Year Ended December 31
|
||||||||
|
2013
|
2012
|
2011
|
||||||
Interest Income
|
|
|
|
||||||
Interest and fees on loans
|
$
|
126,594
|
|
$
|
96,432
|
|
$
|
93,414
|
|
Interest on investment securities:
|
|
|
|
||||||
Taxable
|
10,697
|
|
14,285
|
|
17,729
|
|
|||
Tax-exempt
|
1,226
|
|
1,442
|
|
1,697
|
|
|||
Interest on federal funds sold
|
22
|
|
53
|
|
48
|
|
|||
Total Interest Income
|
138,539
|
|
112,212
|
|
112,888
|
|
|||
|
|
|
|
||||||
Interest Expense
|
|
|
|
||||||
Interest on deposits
|
12,358
|
|
13,477
|
|
19,794
|
|
|||
Interest on short-term borrowings
|
325
|
|
312
|
|
325
|
|
|||
Interest on long-term debt
|
618
|
|
661
|
|
639
|
|
|||
Total Interest Expense
|
13,301
|
|
14,450
|
|
20,758
|
|
|||
Net Interest Income
|
125,238
|
|
97,762
|
|
92,130
|
|
|||
Provision for loan losses
|
6,848
|
|
6,375
|
|
4,600
|
|
|||
Net Interest Income After Provision for Loan Losses
|
118,390
|
|
91,387
|
|
87,530
|
|
|||
|
|
|
|
||||||
Non-interest Income
|
|
|
|
||||||
Total investment securities impairment losses
|
—
|
|
(878
|
)
|
(2,767
|
)
|
|||
Noncredit impairment losses recognized in other comprehensive income
|
—
|
|
302
|
|
1,494
|
|
|||
Net investment securities impairment losses
|
—
|
|
(576
|
)
|
(1,273
|
)
|
|||
Gains on sale of investment securities
|
764
|
|
1,530
|
|
3,756
|
|
|||
Net investment securities gains
|
764
|
|
954
|
|
2,483
|
|
|||
|
|
|
|
||||||
Service charges
|
27,596
|
|
26,409
|
|
26,959
|
|
|||
Bankcard revenue
|
13,521
|
|
12,406
|
|
11,150
|
|
|||
Insurance commissions
|
5,832
|
|
6,071
|
|
5,946
|
|
|||
Trust and investment management fee income
|
3,986
|
|
3,774
|
|
3,106
|
|
|||
Bank owned life insurance
|
3,391
|
|
2,983
|
|
3,183
|
|
|||
Other income
|
2,916
|
|
2,660
|
|
2,033
|
|
|||
Total Non-interest Income
|
58,006
|
|
55,257
|
|
54,860
|
|
|||
|
|
|
|
||||||
Non-interest Expense
|
|
|
|
||||||
Salaries and employee benefits
|
51,430
|
|
43,509
|
|
40,717
|
|
|||
Occupancy and equipment
|
9,910
|
|
8,186
|
|
8,013
|
|
|||
Depreciation
|
5,757
|
|
4,605
|
|
4,508
|
|
|||
FDIC insurance expense
|
1,852
|
|
1,590
|
|
2,576
|
|
|||
Advertising
|
2,673
|
|
2,589
|
|
2,007
|
|
|||
Bankcard expenses
|
2,870
|
|
2,662
|
|
2,258
|
|
|||
Postage, delivery, and statement mailings
|
2,220
|
|
2,079
|
|
2,099
|
|
|||
Office supplies
|
1,728
|
|
1,669
|
|
1,911
|
|
|||
Legal and professional fees
|
3,028
|
|
1,786
|
|
4,913
|
|
|||
Telecommunications
|
2,212
|
|
1,614
|
|
1,605
|
|
Repossessed asset losses, net of expenses
|
646
|
|
1,346
|
|
272
|
|
|||
Merger related costs
|
5,526
|
|
4,708
|
|
—
|
|
|||
Other expenses
|
13,054
|
|
11,058
|
|
10,262
|
|
|||
Total Non-interest Expense
|
102,906
|
|
87,401
|
|
81,141
|
|
|||
Income Before Income Taxes
|
73,490
|
|
59,243
|
|
61,249
|
|
|||
Income tax expense
|
25,275
|
|
20,298
|
|
20,571
|
|
|||
Net Income Available to Common Shareholders
|
$
|
48,215
|
|
$
|
38,945
|
|
$
|
40,678
|
|
|
|
|
|
||||||
Total comprehensive income
|
$
|
44,647
|
|
$
|
41,430
|
|
$
|
39,268
|
|
|
|
|
|
||||||
Average common shares outstanding
|
15,564
|
|
14,714
|
|
15,055
|
|
|||
Effect of dilutive securities:
|
|
|
|
||||||
Employee stock options and warrant
|
144
|
|
82
|
|
75
|
|
|||
Shares for diluted earnings per share
|
15,708
|
|
14,796
|
|
15,130
|
|
|||
|
|
|
|
||||||
Basic earnings per common share
|
$
|
3.07
|
|
$
|
2.63
|
|
$
|
2.68
|
|
Diluted earnings per common share
|
$
|
3.04
|
|
$
|
2.61
|
|
$
|
2.67
|
|
Dividends declared per common share
|
$
|
1.48
|
|
$
|
1.40
|
|
$
|
1.37
|
|
|
Year Ended December 31
|
||||||||
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Net income
|
$
|
48,215
|
|
$
|
38,945
|
|
$
|
40,678
|
|
|
|
|
|
||||||
Available-for-Sale Securities
|
|
|
|
||||||
Unrealized (loss) gain on available-for-sale securities arising during period
|
(8,244
|
)
|
5,370
|
|
2,169
|
|
|||
Reclassification adjustment for net gains
|
(764
|
)
|
(954
|
)
|
(2,483
|
)
|
|||
|
(9,008
|
)
|
4,416
|
|
(314
|
)
|
|||
Derivatives
|
|
|
|
||||||
Unrealized loss on interest rate floors
|
—
|
|
—
|
|
(473
|
)
|
|||
|
|
|
|
||||||
Defined Benefit Pension Plan
|
|
|
|
||||||
Amortization of actuarial net gains
|
895
|
|
696
|
|
547
|
|
|||
Recognition of unrealized gains (losses)
|
2,457
|
|
(1,119
|
)
|
(2,020
|
)
|
|||
Change in underfunded pension liability
|
3,352
|
|
(423
|
)
|
(1,473
|
)
|
|||
|
|
|
|
||||||
Other comprehensive (loss) income before income taxes
|
(5,656
|
)
|
3,993
|
|
(2,260
|
)
|
|||
Tax effect
|
2,088
|
|
(1,508
|
)
|
850
|
|
|||
Other comprehensive (loss) income, net of tax
|
(3,568
|
)
|
2,485
|
|
(1,410
|
)
|
|||
|
|
|
|
||||||
Comprehensive income, net of tax
|
44,647
|
|
41,430
|
|
39,268
|
|
|
Common Stock
|
Capital Surplus
|
Retained Earnings
|
Treasury Stock
|
Accumulated Other Comprehensive Income (Loss)
|
Total Shareholders’ Equity
|
||||||||||||
|
|
|
|
|
|
|
||||||||||||
Balances at December 31, 2010
|
$
|
46,249
|
|
$
|
103,057
|
|
$
|
270,905
|
|
$
|
(102,853
|
)
|
$
|
(2,497
|
)
|
$
|
314,861
|
|
Net income
|
|
|
40,678
|
|
|
|
40,678
|
|
||||||||||
Other comprehensive loss
|
|
|
|
|
(1,410
|
)
|
(1,410
|
)
|
||||||||||
Cash dividends declared ($1.37 per share)
|
|
|
(20,533
|
)
|
|
|
(20,533
|
)
|
||||||||||
Stock-based compensation expense, net
|
|
283
|
|
|
783
|
|
|
1,066
|
|
|||||||||
Exercise of 9,576 stock options
|
|
(5
|
)
|
|
267
|
|
|
262
|
|
|||||||||
Purchase of 755,501 treasury shares
|
|
|
|
(23,790
|
)
|
|
(23,790
|
)
|
||||||||||
Balances at December 31, 2011
|
$
|
46,249
|
|
$
|
103,335
|
|
$
|
291,050
|
|
$
|
(125,593
|
)
|
$
|
(3,907
|
)
|
$
|
311,134
|
|
|
Common Stock
|
Capital Surplus
|
Retained Earnings
|
Treasury Stock
|
Accumulated Other Comprehensive Income (Loss)
|
Total Shareholders’ Equity
|
||||||||||||
|
|
|
|
|
|
|
||||||||||||
Balances at December 31, 2011
|
$
|
46,249
|
|
$
|
103,335
|
|
$
|
291,050
|
|
$
|
(125,593
|
)
|
$
|
(3,907
|
)
|
$
|
311,134
|
|
Net income
|
|
|
38,945
|
|
|
|
38,945
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
2,485
|
|
2,485
|
|
||||||||||
Acquisition of Virginia Savings Bancorp, Inc.
|
|
276
|
|
|
7,447
|
|
|
7,723
|
|
|||||||||
Cash dividends declared ($1.40 per share)
|
|
|
(20,725
|
)
|
|
|
(20,725
|
)
|
||||||||||
Stock-based compensation expense, net
|
|
34
|
|
|
1,049
|
|
|
1,083
|
|
|||||||||
Exercise of 18,899 stock options
|
|
(121
|
)
|
|
665
|
|
|
544
|
|
|||||||||
Purchase of 237,535 treasury shares
|
|
|
|
(7,915
|
)
|
|
(7,915
|
)
|
||||||||||
Balances at December 31, 2012
|
$
|
46,249
|
|
$
|
103,524
|
|
$
|
309,270
|
|
$
|
(124,347
|
)
|
$
|
(1,422
|
)
|
$
|
333,274
|
|
|
Common Stock
|
Capital Surplus
|
Retained Earnings
|
Treasury Stock
|
Accumulated Other Comprehensive Income (Loss)
|
Total Shareholders’ Equity
|
||||||||||||
|
|
|
|
|
|
|
||||||||||||
Balances at December 31, 2012
|
$
|
46,249
|
|
$
|
103,524
|
|
$
|
309,270
|
|
$
|
(124,347
|
)
|
$
|
(1,422
|
)
|
$
|
333,274
|
|
Net income
|
|
|
48,215
|
|
|
|
48,215
|
|
||||||||||
Other comprehensive loss
|
|
|
|
|
(3,568
|
)
|
(3,568
|
)
|
||||||||||
Acquisition of Community Financial Corporation
|
|
4,236
|
|
|
24,272
|
|
|
28,508
|
|
|||||||||
Cash dividends declared ($1.48 per share)
|
|
|
(23,515
|
)
|
|
|
(23,515
|
)
|
||||||||||
Stock-based compensation expense, net
|
|
(37
|
)
|
|
1,319
|
|
|
1,282
|
|
|||||||||
Exercise of 126,168 stock options
|
|
(127
|
)
|
|
3,554
|
|
|
3,427
|
|
|||||||||
Balances at December 31, 2013
|
$
|
46,249
|
|
$
|
107,596
|
|
$
|
333,970
|
|
$
|
(95,202
|
)
|
$
|
(4,990
|
)
|
$
|
387,623
|
|
|
Year Ended December 31
|
||||||||
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Net income
|
$
|
48,215
|
|
$
|
38,945
|
|
$
|
40,678
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Amortization and accretion
|
(11,294
|
)
|
728
|
|
1,894
|
|
|||
Provision for loan losses
|
6,848
|
|
6,375
|
|
4,600
|
|
|||
Depreciation of premises and equipment
|
5,757
|
|
4,605
|
|
4,508
|
|
|||
Deferred income tax expense (benefit)
|
4,686
|
|
2,530
|
|
(2,290
|
)
|
|||
Accretion of gain from sale of interest rate floors
|
—
|
|
—
|
|
(295
|
)
|
|||
Net periodic employee benefit cost
|
903
|
|
521
|
|
386
|
|
|||
Realized investment securities gains
|
(764
|
)
|
(1,530
|
)
|
(3,756
|
)
|
|||
Net investment securities impairment losses
|
—
|
|
576
|
|
1,273
|
|
|||
Stock-compensation expense
|
1,281
|
|
1,083
|
|
1,066
|
|
|||
Increase in value of bank-owned life insurance
|
(3,211
|
)
|
(2,940
|
)
|
(3,183
|
)
|
|||
Loans originated for sale
|
(23,280
|
)
|
(44,032
|
)
|
(23,792
|
)
|
|||
Proceeds from the sale of loans originated for sale
|
27,830
|
|
42,324
|
|
27,682
|
|
|||
Gain on sale of loans
|
(608
|
)
|
(960
|
)
|
(461
|
)
|
|||
Change in accrued interest receivable
|
1,220
|
|
852
|
|
171
|
|
|||
Change in other assets
|
22,497
|
|
2,163
|
|
(4,592
|
)
|
|||
Change in other liabilities
|
(4,187
|
)
|
2,575
|
|
15,547
|
|
|||
Net Cash Provided by Operating Activities
|
75,893
|
|
53,815
|
|
59,436
|
|
|||
|
|
|
|
||||||
Proceeds from sales of securities available-for-sale
|
19,210
|
|
27,471
|
|
674,065
|
|
|||
Proceeds from maturities and calls of securities available-for-sale
|
91,096
|
|
145,097
|
|
115,884
|
|
|||
Proceeds from maturities and calls of securities held-to-maturity
|
10,223
|
|
10,402
|
|
1,080
|
|
|||
Purchases of securities available-for-sale
|
(80,778
|
)
|
(171,200
|
)
|
(732,552
|
)
|
|||
Net increase in loans
|
(83,962
|
)
|
(102,802
|
)
|
(115,353
|
)
|
|||
Purchases of premises and equipment
|
(6,622
|
)
|
(7,509
|
)
|
(4,615
|
)
|
|||
Acquisition of Community Financial Corporation, net of cash acquired of $8,888
|
(21,853
|
)
|
—
|
|
—
|
|
|||
Acquisition of Virginia Savings Bancorp, Inc., net of cash acquired of $24,943
|
—
|
|
20,272
|
|
—
|
|
|||
Net Cash Used in Investing Activities
|
(72,686
|
)
|
(78,269
|
)
|
(61,491
|
)
|
|||
|
|
|
|
||||||
Net increase in noninterest-bearing deposits
|
20,423
|
|
49,146
|
|
31,098
|
|
|||
Net (decrease) increase in interest-bearing deposits
|
(26,450
|
)
|
16,388
|
|
18,795
|
|
|||
Net increase (decrease) in short-term borrowings
|
23,153
|
|
(74,404
|
)
|
76,340
|
|
|||
Purchases of treasury stock
|
—
|
|
(7,915
|
)
|
(23,790
|
)
|
|||
Proceeds from exercise of stock options
|
3,427
|
|
544
|
|
262
|
|
|||
Dividends paid
|
(22,878
|
)
|
(20,710
|
)
|
(20,630
|
)
|
|||
Net Cash (Used in) Provided by Financing Activities
|
(2,325
|
)
|
(36,951
|
)
|
82,075
|
|
|||
Increase (decrease) in Cash and Cash Equivalents
|
882
|
|
(61,405
|
)
|
80,020
|
|
|||
Cash and cash equivalents at beginning of period
|
84,994
|
|
146,399
|
|
66,379
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
85,876
|
|
$
|
84,994
|
|
$
|
146,399
|
|
|
Virginia Savings
|
Community
|
Total
|
||||||
Date of acquisition
|
May 31, 2012
|
January 10, 2013
|
|
||||||
|
|
|
|
||||||
Consideration:
|
|
|
|
||||||
Cash
|
$
|
4,672
|
|
$
|
12,738
|
|
$
|
17,410
|
|
Common stock
|
7,723
|
|
27,783
|
|
35,506
|
|
|||
Warrant issued
|
—
|
|
725
|
|
725
|
|
|||
|
$
|
12,395
|
|
$
|
41,246
|
|
$
|
53,641
|
|
|
|
|
|
||||||
Identifiable assets:
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
24,943
|
|
$
|
8,888
|
|
$
|
33,831
|
|
Investment securities
|
14,082
|
|
17,659
|
|
31,741
|
|
|||
Loans
|
73,463
|
|
372,169
|
|
445,632
|
|
|||
Bank owned life insurance
|
—
|
|
6,935
|
|
6,935
|
|
|||
Premises and equipment
|
5,158
|
|
8,950
|
|
14,108
|
|
|||
Deferred tax asset, net
|
4,173
|
|
15,228
|
|
19,401
|
|
|||
Other assets
|
4,626
|
|
7,989
|
|
12,615
|
|
|||
Total identifiable assets
|
126,445
|
|
437,818
|
|
564,263
|
|
|||
|
|
|
|
||||||
Identifiable liabilities:
|
|
|
|
||||||
Deposits
|
122,723
|
|
383,070
|
|
505,793
|
|
|||
Other liabilities
|
841
|
|
24,484
|
|
25,325
|
|
|||
Total identifiable liabilities
|
123,564
|
|
407,554
|
|
531,118
|
|
|||
|
|
|
|
||||||
Net identifiable assets
|
2,881
|
|
30,264
|
|
33,145
|
|
|||
Goodwill
|
8,241
|
|
8,271
|
|
16,512
|
|
|||
Core deposit intangible
|
1,273
|
|
2,711
|
|
3,984
|
|
|||
|
$
|
12,395
|
|
$
|
41,246
|
|
$
|
53,641
|
|
(1)
|
ASC Topic 310-20 is used to value loans that do not have evidence of credit quality deterioration. For these loans, the difference between the fair value of the loan and the amortized cost of the loan is amortized or accreted into income using the interest method.
|
(2)
|
ASC Topic 310-30 is used to value loans that have evidence of credit quality deterioration. For these loans, the expected cash flows that exceed the fair value of the loan represent the accretable yield, which is recognized as interest income on a level-yield basis over the expected cash flow periods of the loans. The non-accretable difference represents the difference between the contractually required principal and interest payments and the cash flows expected to be collected based upon management’s estimation. Subsequent decreases in the expected cash flows will require the Company to evaluate the need for additions to the Company’s allowance for loan losses. Subsequent increases in the expected cash flows will result in a reversal of the provision for loan losses to the extent of prior charges with a corresponding adjustment to the accretable yield, which will result in the recognition of additional interest income over the remaining lives of the loans.
|
|
Virginia
|
|
|
||||||
|
Savings
|
Community
|
Total
|
||||||
Acquired Credit-Impaired
|
|
|
|
||||||
Contractually required principal and interest
|
$
|
11,567
|
|
$
|
55,983
|
|
$
|
67,550
|
|
Contractual cash flows not expected to be collected (non-accretable difference)
|
(3,973
|
)
|
(19,758
|
)
|
(23,731
|
)
|
|||
Expected cash flows
|
7,594
|
|
36,225
|
|
43,819
|
|
|||
Interest component of expected cash flows (accretable difference)
|
(954
|
)
|
(5,469
|
)
|
(6,423
|
)
|
|||
Estimated fair value of purchased credit impaired loans acquired
|
$
|
6,640
|
|
$
|
30,756
|
|
$
|
37,396
|
|
|
|
|
|
||||||
Acquired NonCredit-Impaired
|
|
|
|
||||||
Outstanding balance
|
$
|
72,476
|
|
$
|
356,822
|
|
$
|
429,298
|
|
Less: fair value adjustment
|
(5,653
|
)
|
(15,409
|
)
|
(21,062
|
)
|
|||
Fair value of acquired noncredit-impaired loans
|
$
|
66,823
|
|
$
|
341,413
|
|
$
|
408,236
|
|
|
Intangible Assets
|
||
Beginning balance
|
$
|
2,069
|
|
Core deposit intangible acquired in conjunction with the acquisition of Community
|
2,711
|
|
|
Amortization expense
|
(1,039
|
)
|
|
Ending balance
|
$
|
3,741
|
|
|
Goodwill
|
||
Beginning balance
|
$
|
62,988
|
|
Adjustments to goodwill acquired in conjunction with the acquisition of Virginia Savings
|
142
|
|
|
Goodwill acquired in conjunction with the acquisition of Community
|
8,271
|
|
|
Ending balance
|
$
|
71,401
|
|
|
December 31, 2013
|
December 31, 2012
|
||||||||||||||||||||||
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Estimated Fair Value
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Estimated Fair Value
|
||||||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasuries and U.S.
|
|
|
|
|
|
|
|
|
||||||||||||||||
government agencies
|
$
|
2,317
|
|
$
|
48
|
|
$
|
—
|
|
$
|
2,365
|
|
$
|
3,792
|
|
$
|
96
|
|
$
|
—
|
|
$
|
3,888
|
|
Obligations of states and
|
|
|
|
|
|
|
|
|
||||||||||||||||
political subdivisions
|
41,027
|
|
627
|
|
106
|
|
41,548
|
|
47,293
|
|
1,651
|
|
15
|
|
48,929
|
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. government agencies
|
282,653
|
|
2,765
|
|
7,310
|
|
278,108
|
|
279,336
|
|
7,231
|
|
85
|
|
286,482
|
|
||||||||
Private label
|
2,184
|
|
16
|
|
3
|
|
2,197
|
|
3,235
|
|
37
|
|
—
|
|
3,272
|
|
||||||||
Trust preferred
|
|
|
|
|
|
|
|
|
||||||||||||||||
securities
|
12,943
|
|
2,113
|
|
1,900
|
|
13,156
|
|
15,402
|
|
55
|
|
2,812
|
|
12,645
|
|
||||||||
Corporate securities
|
9,788
|
|
183
|
|
843
|
|
9,128
|
|
16,152
|
|
207
|
|
412
|
|
15,947
|
|
||||||||
Total Debt Securities
|
350,912
|
|
5,752
|
|
10,162
|
|
346,502
|
|
365,210
|
|
9,277
|
|
3,324
|
|
371,163
|
|
||||||||
Marketable equity securities
|
3,334
|
|
1,339
|
|
—
|
|
4,673
|
|
3,381
|
|
804
|
|
—
|
|
4,185
|
|
||||||||
Investment funds
|
1,525
|
|
—
|
|
40
|
|
1,485
|
|
1,724
|
|
50
|
|
—
|
|
1,774
|
|
||||||||
Total Securities
|
|
|
|
|
|
|
|
|
||||||||||||||||
Available-for-Sale
|
$
|
355,771
|
|
$
|
7,091
|
|
$
|
10,202
|
|
$
|
352,660
|
|
$
|
370,315
|
|
$
|
10,131
|
|
$
|
3,324
|
|
$
|
377,122
|
|
|
December 31, 2013
|
December 31, 2012
|
||||||||||||||||||||||
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Estimated Fair Value
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Estimated Fair Value
|
||||||||||||||||
Securities held-to-maturity
|
|
|
|
|
|
|
|
|
||||||||||||||||
Trust preferred securities
|
$
|
4,117
|
|
$
|
1,218
|
|
$
|
—
|
|
$
|
5,335
|
|
$
|
13,454
|
|
$
|
465
|
|
$
|
58
|
|
$
|
13,861
|
|
Total Securities
|
|
|
|
|
|
|
|
|
||||||||||||||||
Held-to-Maturity
|
$
|
4,117
|
|
$
|
1,218
|
|
$
|
—
|
|
$
|
5,335
|
|
$
|
13,454
|
|
$
|
465
|
|
$
|
58
|
|
$
|
13,861
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other investment securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-marketable equity securities
|
$
|
13,343
|
|
$
|
—
|
|
$
|
—
|
|
$
|
13,343
|
|
$
|
11,463
|
|
$
|
—
|
|
$
|
—
|
|
$
|
11,463
|
|
Total Other Investment
|
|
|
|
|
|
|
|
|
||||||||||||||||
Securities
|
$
|
13,343
|
|
$
|
—
|
|
$
|
—
|
|
$
|
13,343
|
|
$
|
11,463
|
|
$
|
—
|
|
$
|
—
|
|
$
|
11,463
|
|
|
December 31, 2013
|
|||||||||||||||||
|
Less Than Twelve Months
|
Twelve Months or Greater
|
Total
|
|||||||||||||||
|
Estimated Fair Value
|
Unrealized Loss
|
Estimated Fair Value
|
Unrealized Loss
|
Estimated Fair Value
|
Unrealized Loss
|
||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
||||||||||||
Obligations of states and political subdivisions
|
$
|
5,600
|
|
$
|
87
|
|
$
|
243
|
|
$
|
19
|
|
$
|
5,843
|
|
$
|
106
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
||||||||||||
U.S. Government agencies
|
195,661
|
|
7,113
|
|
5,040
|
|
197
|
|
200,701
|
|
7,310
|
|
||||||
Private label
|
1,491
|
|
3
|
|
—
|
|
—
|
|
1,491
|
|
3
|
|
||||||
Trust preferred securities
|
—
|
|
—
|
|
4,400
|
|
1,900
|
|
4,400
|
|
1,900
|
|
||||||
Corporate securities
|
5,881
|
|
843
|
|
—
|
|
—
|
|
5,881
|
|
843
|
|
||||||
Investment funds
|
1,460
|
|
40
|
|
—
|
|
—
|
|
1,460
|
|
40
|
|
||||||
Total
|
$
|
210,093
|
|
$
|
8,086
|
|
$
|
9,683
|
|
$
|
2,116
|
|
$
|
219,776
|
|
$
|
10,202
|
|
|
December 31, 2012
|
|||||||||||||||||
|
Less Than Twelve Months
|
Twelve Months or Greater
|
Total
|
|||||||||||||||
|
Estimated Fair Value
|
Unrealized Loss
|
Estimated Fair Value
|
Unrealized Loss
|
Estimated Fair Value
|
Unrealized Loss
|
||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
||||||||||||
Obligations of states and political subdivisions
|
$
|
1,163
|
|
$
|
15
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,163
|
|
$
|
15
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
||||||||||||
U.S. Government agencies
|
16,225
|
|
85
|
|
—
|
|
—
|
|
16,225
|
|
85
|
|
||||||
Trust preferred securities
|
348
|
|
51
|
|
5,836
|
|
2,761
|
|
6,184
|
|
2,812
|
|
||||||
Corporate securities
|
1,950
|
|
49
|
|
4,344
|
|
363
|
|
6,294
|
|
412
|
|
||||||
Total
|
$
|
19,686
|
|
$
|
200
|
|
$
|
10,180
|
|
$
|
3,124
|
|
$
|
29,866
|
|
$
|
3,324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Securities held-to-maturity:
|
|
|
|
|
|
|
||||||||||||
Trust preferred securities
|
$
|
—
|
|
$
|
—
|
|
$
|
3,380
|
|
$
|
58
|
|
$
|
3,380
|
|
$
|
58
|
|
|
Debt Securities
|
Equity Securities
|
Total
|
||||||
|
|
|
|
||||||
Balance, January 1, 2012
|
$
|
20,610
|
|
$
|
6,048
|
|
$
|
26,658
|
|
Additions:
|
|
|
|
||||||
Additional credit impairment
|
576
|
|
—
|
|
576
|
|
|||
Deductions:
|
|
|
|
||||||
Sold
|
—
|
|
(1,235
|
)
|
(1,235
|
)
|
|||
Balance, December 31, 2012
|
21,186
|
|
4,813
|
|
25,999
|
|
|||
Additions:
|
|
|
|
||||||
Additional credit impairment
|
—
|
|
—
|
|
—
|
|
|||
Deductions:
|
|
|
|
||||||
Sold
|
—
|
|
(115
|
)
|
(115
|
)
|
|||
Balance, December 31, 2013
|
$
|
21,186
|
|
$
|
4,698
|
|
$
|
25,884
|
|
(1)
|
The differences noted consist of unrealized losses recorded at
December 31, 2013
and noncredit other-than-temporary impairment losses recorded subsequent to April 1, 2009 that have not been reclassified as credit losses.
|
(2)
|
Performing collateral is defined as total collateral minus all collateral that has been called, is currently deferring, or currently in default. This model for this security assumes that all collateral that is currently deferring will default with a zero recovery rate. The underlying issuers can cure, thus this bond could recover at a higher percentage upon default than zero.
|
(3)
|
Performing collateral is defined as total collateral minus all collateral that has been called, is currently deferring, or currently in default. The model for this security assumes that one of the banks that are currently deferring will cure. If additional underlying issuers cure, this bond could recover at a higher percentage.
|
(4)
|
Excess subordination is defined as the additional defaults/deferrals necessary in the next reporting period to deplete the entire credit enhancement (excess interest and over-collateralization) beneath our tranche within each pool to the point that would cause a "break in yield." This amount assumes that all currently performing collateral continues to perform. A break in yield means that our security would not be expected to receive all the contractual cash flows (principal and interest) by maturity. The "percent of current performing collateral" is the ratio of the "excess subordination amount" to current performing collateral—a higher percent means there is more excess subordination to absorb additional defaults/deferrals, and the better our security is protected from loss.
|
(5)
|
No
other-than-temporary impairment losses were recognized during the year ended
December 31, 2013
. Other-than-temporary impairment losses of
$11,000
were recognized during the year ended
December 31, 2012
.
|
(6)
|
No
other-than-temporary impairment losses were recognized during the year ended
December 31, 2013
. Other-than-temporary impairment losses of
$565,000
were recognized during the year ended
December 31, 2012
.
|
|
Cost
|
Estimated Fair Value
|
||||
Securities Available-for-Sale
|
|
|
||||
Due in one year or less
|
$
|
4,752
|
|
$
|
4,673
|
|
Due after one year through five years
|
26,203
|
|
26,753
|
|
||
Due after five years through ten years
|
31,808
|
|
32,205
|
|
||
Due after ten years
|
288,149
|
|
282,871
|
|
||
|
$
|
350,912
|
|
$
|
346,502
|
|
|
|
|
||||
Securities Held-to-Maturity
|
|
|
||||
Due in one year or less
|
$
|
—
|
|
$
|
—
|
|
Due after one year through five years
|
—
|
|
—
|
|
||
Due after five years through ten years
|
—
|
|
—
|
|
||
Due after ten years
|
4,117
|
|
5,335
|
|
||
|
$
|
4,117
|
|
$
|
5,335
|
|
|
For the year ended December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Gross realized gains
|
$
|
764
|
|
$
|
1,776
|
|
$
|
3,763
|
|
Gross realized losses
|
—
|
|
(246
|
)
|
(7
|
)
|
|||
Investment security gains (losses)
|
$
|
764
|
|
$
|
1,530
|
|
$
|
3,756
|
|
|
December 31, 2013
|
December 31, 2012
|
||||
|
|
|
||||
Residential real estate
|
$
|
1,207,150
|
|
$
|
1,031,435
|
|
Home equity – junior liens
|
143,390
|
|
143,110
|
|
||
Commercial and industrial
|
164,484
|
|
108,739
|
|
||
Commercial real estate
|
1,040,866
|
|
821,970
|
|
||
Consumer
|
46,402
|
|
36,564
|
|
||
DDA overdrafts
|
3,905
|
|
4,551
|
|
||
Gross loans
|
2,606,197
|
|
2,146,369
|
|
||
Allowance for loan losses
|
(20,575
|
)
|
(18,809
|
)
|
||
Net loans
|
$
|
2,585,622
|
|
$
|
2,127,560
|
|
|
Virginia Savings
|
Community
|
Total
|
||||||
December 31, 2013
|
|
|
|
||||||
Outstanding loan balance
|
$
|
48,833
|
|
$
|
279,890
|
|
$
|
328,723
|
|
|
|
|
|
||||||
Credit-impaired loans:
|
|
|
|
||||||
Carrying value
|
3,182
|
|
26,330
|
|
29,512
|
|
|||
Contractual principal and interest
|
3,932
|
|
38,566
|
|
42,498
|
|
|||
|
|
|
|
||||||
December 31, 2012
|
|
|
|
||||||
Outstanding loan balance
|
$
|
65,219
|
|
$
|
—
|
|
$
|
65,219
|
|
|
|
|
|
||||||
Credit-impaired loans:
|
|
|
|
||||||
Carrying value
|
7,018
|
|
—
|
|
7,018
|
|
|||
Contractual principal and interest
|
10,759
|
|
—
|
|
10,759
|
|
|
Virginia Savings
|
Community
|
Total
|
|||||||||||||||
|
Accretable Yield
|
Carrying Amount
of Loans
|
Accretable Yield
|
Carrying Amount
of Loans
|
Accretable Yield
|
Carrying Amount
of Loans
|
||||||||||||
Balance at the beginning of the period
|
$
|
1,823
|
|
$
|
7,018
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,823
|
|
$
|
7,018
|
|
Acquired
|
—
|
|
—
|
|
5,469
|
|
30,756
|
|
5,469
|
|
30,756
|
|
||||||
Additions
|
9
|
|
17
|
|
596
|
|
5,281
|
|
605
|
|
5,298
|
|
||||||
Accretion
|
(901
|
)
|
901
|
|
(2,575
|
)
|
2,575
|
|
(3,476
|
)
|
3,476
|
|
||||||
Net reclassifications to accretable from non-accretable
|
1,088
|
|
—
|
|
7,358
|
|
—
|
|
8,446
|
|
—
|
|
||||||
Payments received, net
|
—
|
|
(4,725
|
)
|
—
|
|
(12,282
|
)
|
—
|
|
(17,007
|
)
|
||||||
Disposals
|
(1,321
|
)
|
(29
|
)
|
(459
|
)
|
—
|
|
(1,780
|
)
|
(29
|
)
|
||||||
Balance at the end of period
|
$
|
698
|
|
$
|
3,182
|
|
$
|
10,389
|
|
$
|
26,330
|
|
$
|
11,087
|
|
$
|
29,512
|
|
|
Commercial and industrial
|
Commercial real estate
|
Residential real estate
|
Home equity
|
Consumer
|
DDA overdrafts
|
Total
|
||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
||||||||||||||
Allowance for loan loss
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
$
|
498
|
|
$
|
10,440
|
|
$
|
5,229
|
|
$
|
1,699
|
|
$
|
81
|
|
$
|
862
|
|
$
|
18,809
|
|
Charge-offs
|
1,040
|
|
2,187
|
|
2,181
|
|
295
|
|
454
|
|
1,483
|
|
7,640
|
|
|||||||
Recoveries
|
84
|
|
785
|
|
234
|
|
—
|
|
327
|
|
1,128
|
|
2,558
|
|
|||||||
Provision
|
1,308
|
|
1,431
|
|
2,775
|
|
266
|
|
123
|
|
348
|
|
6,251
|
|
|||||||
Provision for acquired loans with deteriorated credit quality
|
289
|
|
306
|
|
—
|
|
2
|
|
—
|
|
—
|
|
597
|
|
|||||||
Ending balance
|
$
|
1,139
|
|
$
|
10,775
|
|
$
|
6,057
|
|
$
|
1,672
|
|
$
|
77
|
|
$
|
855
|
|
$
|
20,575
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
||||||||||||||
Allowance for loan loss
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
$
|
590
|
|
$
|
11,666
|
|
$
|
4,839
|
|
$
|
1,525
|
|
$
|
88
|
|
$
|
701
|
|
$
|
19,409
|
|
Charge-offs
|
226
|
|
4,604
|
|
1,030
|
|
1,355
|
|
190
|
|
1,522
|
|
8,927
|
|
|||||||
Recoveries
|
32
|
|
289
|
|
22
|
|
18
|
|
135
|
|
1,456
|
|
1,952
|
|
|||||||
Provision
|
102
|
|
3,089
|
|
1,398
|
|
1,511
|
|
48
|
|
227
|
|
6,375
|
|
|||||||
Ending balance
|
$
|
498
|
|
$
|
10,440
|
|
$
|
5,229
|
|
$
|
1,699
|
|
$
|
81
|
|
$
|
862
|
|
$
|
18,809
|
|
|
|
|
|
|
|
|
|
||||||||||||||
As of December 31, 2013
|
|
|
|
|
|
|
|
||||||||||||||
Allowance for loan loss
|
|
|
|
|
|
|
|
||||||||||||||
Evaluated for impairment:
|
|
|
|
|
|
|
|
||||||||||||||
Individually
|
$
|
—
|
|
$
|
880
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
880
|
|
Collectively
|
827
|
|
9,615
|
|
6,054
|
|
1,672
|
|
77
|
|
855
|
|
19,100
|
|
|||||||
Acquired with deteriorated credit quality
|
312
|
|
280
|
|
3
|
|
—
|
|
—
|
|
—
|
|
595
|
|
|||||||
Total
|
$
|
1,139
|
|
$
|
10,775
|
|
$
|
6,057
|
|
$
|
1,672
|
|
$
|
77
|
|
$
|
855
|
|
$
|
20,575
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans
|
|
|
|
|
|
|
|
||||||||||||||
Evaluated for impairment:
|
|
|
|
|
|
|
|
||||||||||||||
Individually
|
$
|
—
|
|
$
|
11,837
|
|
$
|
459
|
|
$
|
298
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12,594
|
|
Collectively
|
162,500
|
|
1,004,475
|
|
1,204,594
|
|
142,325
|
|
46,292
|
|
3,905
|
|
2,564,091
|
|
|||||||
Acquired with deteriorated credit quality
|
1,984
|
|
24,554
|
|
2,097
|
|
767
|
|
110
|
|
—
|
|
29,512
|
|
|||||||
Total
|
$
|
164,484
|
|
$
|
1,040,866
|
|
$
|
1,207,150
|
|
$
|
143,390
|
|
$
|
46,402
|
|
$
|
3,905
|
|
$
|
2,606,197
|
|
|
|
|
|
|
|
|
|
||||||||||||||
As of December 31, 2012
|
|
|
|
|
|
|
|
||||||||||||||
Allowance for loan loss
|
|
|
|
|
|
|
|
Evaluated for impairment:
|
|
|
|
|
|
|
|
||||||||||||||
Individually
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Collectively
|
498
|
|
10,440
|
|
5,229
|
|
1,699
|
|
81
|
|
862
|
|
18,809
|
|
|||||||
Acquired with deteriorated credit quality
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Total
|
$
|
498
|
|
$
|
10,440
|
|
$
|
5,229
|
|
$
|
1,699
|
|
$
|
81
|
|
$
|
862
|
|
$
|
18,809
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans
|
|
|
|
|
|
|
|
||||||||||||||
Evaluated for impairment:
|
|
|
|
|
|
|
|
||||||||||||||
Individually
|
$
|
—
|
|
$
|
9,912
|
|
$
|
469
|
|
$
|
298
|
|
$
|
—
|
|
$
|
—
|
|
$
|
10,679
|
|
Collectively
|
108,739
|
|
805,365
|
|
1,030,840
|
|
142,724
|
|
36,453
|
|
4,551
|
|
2,128,672
|
|
|||||||
Acquired with deteriorated credit quality
|
—
|
|
6,693
|
|
126
|
|
88
|
|
111
|
|
—
|
|
7,018
|
|
|||||||
Total
|
$
|
108,739
|
|
$
|
821,970
|
|
$
|
1,031,435
|
|
$
|
143,110
|
|
$
|
36,564
|
|
$
|
4,551
|
|
$
|
2,146,369
|
|
Risk Rating
|
Description
|
Pass Ratings:
|
|
(a) Exceptional
|
Loans classified as exceptional are secured with liquid collateral conforming to the internal loan policy. Loans rated within this category pose minimal risk of loss to the bank and the risk grade within this pool of loans is generally updated on an annual basis.
|
(b) Good
|
Loans classified as good have similar characteristics that include a strong balance sheet, satisfactory debt service coverage ratios, strong management and/or guarantors, and little exposure to economic cycles. Loans within this category are generally reviewed on an annual basis. Loans in this category generally have a low chance of loss to the bank.
|
(c) Acceptable
|
Loans classified as acceptable have acceptable liquidity levels, adequate debt service coverage ratios, experienced management, and have average exposure to economic cycles. Loans within this category generally have a low risk of loss to the bank.
|
(d) Pass/watch
|
Loans classified as pass/watch have erratic levels of leverage and/or liquidity, cash flow is volatile and the borrower is subject to moderate economic risk. A borrower in this category poses a low to moderate risk of loss to the bank.
|
Special mention
|
Loans classified as special mention have a potential weakness(es) that deserves management’s close attention. The potential weakness could result in deterioration of the loan repayment or the bank’s credit position at some future date. A loan rated in this category poses a moderate loss risk to the bank.
|
Substandard
|
Loans classified as substandard reflect a customer with a well defined weakness that jeopardizes the liquidation of the debt. Loans in this category have the possibility that the bank will sustain some loss if the deficiencies are not corrected and the bank’s collateral value is weakened by the financial deterioration of the borrower.
|
Doubtful
|
Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristics that make collection of the full contract amount highly improbable. Loans rated in this category are most likely to cause the bank to have a loss due to a collateral shortfall or a negative capital position.
|
|
Commercial and industrial
|
Commercial real estate
|
Total
|
||||||
December 31, 2013
|
|
|
|
||||||
Pass
|
$
|
158,000
|
|
$
|
958,186
|
|
$
|
1,116,186
|
|
Special mention
|
648
|
|
20,072
|
|
20,720
|
|
|||
Substandard
|
5,416
|
|
62,139
|
|
67,555
|
|
|||
Doubtful
|
420
|
|
469
|
|
889
|
|
|||
Total
|
$
|
164,484
|
|
$
|
1,040,866
|
|
$
|
1,205,350
|
|
|
|
|
|
||||||
December 31, 2012
|
|
|
|
|
|
|
|||
Pass
|
$
|
105,690
|
|
$
|
771,617
|
|
$
|
877,307
|
|
Special mention
|
878
|
|
15,015
|
|
15,893
|
|
|||
Substandard
|
2,171
|
|
35,338
|
|
37,509
|
|
|||
Doubtful
|
—
|
|
—
|
|
—
|
|
|||
Total
|
$
|
108,739
|
|
$
|
821,970
|
|
$
|
930,709
|
|
|
Performing
|
Non-Performing
|
Total
|
||||||
December 31, 2013
|
|
|
|
||||||
Residential real estate
|
$
|
1,204,331
|
|
$
|
2,819
|
|
$
|
1,207,150
|
|
Home equity - junior lien
|
143,112
|
|
278
|
|
143,390
|
|
|||
Consumer
|
46,353
|
|
49
|
|
46,402
|
|
|||
DDA overdrafts
|
3,900
|
|
5
|
|
3,905
|
|
|||
Total
|
$
|
1,397,696
|
|
$
|
3,151
|
|
$
|
1,400,847
|
|
|
|
|
|
||||||
December 31, 2012
|
|
|
|
||||||
Residential real estate
|
$
|
1,029,142
|
|
$
|
2,293
|
|
$
|
1,031,435
|
|
Home equity - junior lien
|
141,961
|
|
1,149
|
|
143,110
|
|
|||
Consumer
|
36,564
|
|
—
|
|
36,564
|
|
|||
DDA overdrafts
|
4,548
|
|
3
|
|
4,551
|
|
|||
Total
|
$
|
1,212,215
|
|
$
|
3,445
|
|
$
|
1,215,660
|
|
|
December 31, 2012
|
||||||||||||||||||||
|
Accruing
|
|
|
||||||||||||||||||
|
Current
|
30-59 days
|
60-89 days
|
Over 90 days
|
Purchased-Credit Impaired
|
Non-accrual
|
Total
|
||||||||||||||
Residential real estate
|
$
|
1,008,190
|
|
$
|
4,910
|
|
$
|
599
|
|
$
|
239
|
|
$
|
—
|
|
$
|
2,054
|
|
$
|
1,015,992
|
|
Home equity - junior lien
|
132,847
|
|
2,379
|
|
477
|
|
37
|
|
—
|
|
1,112
|
|
136,852
|
|
|||||||
Commercial and industrial
|
105,989
|
|
260
|
|
236
|
|
—
|
|
—
|
|
98
|
|
106,583
|
|
|||||||
Commercial real estate
|
766,404
|
|
433
|
|
199
|
|
1
|
|
—
|
|
15,930
|
|
782,967
|
|
|||||||
Consumer
|
34,084
|
|
113
|
|
8
|
|
—
|
|
—
|
|
—
|
|
34,205
|
|
|||||||
DDA overdrafts
|
4,270
|
|
270
|
|
8
|
|
3
|
|
—
|
|
—
|
|
4,551
|
|
|||||||
Total
|
$
|
2,051,784
|
|
$
|
8,365
|
|
$
|
1,527
|
|
$
|
280
|
|
$
|
—
|
|
$
|
19,194
|
|
$
|
2,081,150
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Acquired Loans
|
||||||||||||||||||||
|
December 31, 2012
|
||||||||||||||||||||
|
Accruing
|
|
|
||||||||||||||||||
|
Current
|
30-59 days
|
60-89 days
|
Over 90 days
|
Purchased-Credit Impaired
|
Non-accrual
|
Total
|
||||||||||||||
Residential real estate
|
$
|
15,443
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
15,443
|
|
Home equity - junior lien
|
6,258
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,258
|
|
|||||||
Commercial and industrial
|
1,152
|
|
—
|
|
—
|
|
—
|
|
1,004
|
|
—
|
|
2,156
|
|
|||||||
Commercial real estate
|
37,210
|
|
9
|
|
47
|
|
—
|
|
1,737
|
|
—
|
|
39,003
|
|
|||||||
Consumer
|
2,359
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,359
|
|
|||||||
DDA overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Total
|
$
|
62,422
|
|
$
|
9
|
|
$
|
47
|
|
$
|
—
|
|
$
|
2,741
|
|
$
|
—
|
|
$
|
65,219
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Total Loans
|
||||||||||||||||||||
|
December 31, 2012
|
||||||||||||||||||||
|
Accruing
|
|
|
||||||||||||||||||
|
Current
|
30-59 days
|
60-89 days
|
Over 90 days
|
Purchased-Credit Impaired
|
Non-accrual
|
Total
|
||||||||||||||
Residential real estate
|
$
|
1,023,633
|
|
$
|
4,910
|
|
$
|
599
|
|
$
|
239
|
|
$
|
—
|
|
$
|
2,054
|
|
$
|
1,031,435
|
|
Home equity - junior lien
|
139,105
|
|
2,379
|
|
477
|
|
37
|
|
—
|
|
1,112
|
|
143,110
|
|
|||||||
Commercial and industrial
|
107,141
|
|
260
|
|
236
|
|
—
|
|
1,004
|
|
98
|
|
108,739
|
|
|||||||
Commercial real estate
|
803,614
|
|
442
|
|
246
|
|
1
|
|
1,737
|
|
15,930
|
|
821,970
|
|
|||||||
Consumer
|
36,443
|
|
113
|
|
8
|
|
—
|
|
—
|
|
—
|
|
36,564
|
|
|||||||
DDA overdrafts
|
4,270
|
|
270
|
|
8
|
|
3
|
|
—
|
|
—
|
|
4,551
|
|
|||||||
Total
|
$
|
2,114,206
|
|
$
|
8,374
|
|
$
|
1,574
|
|
$
|
280
|
|
$
|
2,741
|
|
$
|
19,194
|
|
$
|
2,146,369
|
|
|
December 31, 2013
|
December 31, 2012
|
||||||||||||||||
|
|
Unpaid
|
|
|
Unpaid
|
|
||||||||||||
|
Recorded
|
Principal
|
Related
|
Recorded
|
Principal
|
Related
|
||||||||||||
|
Investment
|
Balance
|
Allowance
|
Investment
|
Balance
|
Allowance
|
||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
||||||||||||
Residential real estate
|
$
|
459
|
|
$
|
459
|
|
$
|
—
|
|
$
|
469
|
|
$
|
469
|
|
$
|
—
|
|
Home equity - junior liens
|
298
|
|
298
|
|
—
|
|
298
|
|
298
|
|
—
|
|
||||||
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Commercial real estate
|
8,421
|
|
8,361
|
|
—
|
|
9,912
|
|
14,781
|
|
—
|
|
||||||
Consumer
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
DDA overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total
|
$
|
9,178
|
|
$
|
9,118
|
|
$
|
—
|
|
$
|
10,679
|
|
$
|
15,548
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||||||||
With an allowance recorded
|
|
|
|
|
|
|
||||||||||||
Residential real estate
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Home equity - junior liens
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Commercial real estate
|
3,416
|
|
3,416
|
|
880
|
|
—
|
|
—
|
|
—
|
|
||||||
Consumer
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
DDA overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total
|
$
|
3,416
|
|
$
|
3,416
|
|
$
|
880
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
For the year ended
|
|||||||||||
|
December 31, 2013
|
December 31, 2012
|
||||||||||
|
Average
|
Interest
|
Average
|
Interest
|
||||||||
|
Recorded
|
Income
|
Recorded
|
Income
|
||||||||
|
Investment
|
Recognized
|
Investment
|
Recognized
|
||||||||
With no related allowance recorded:
|
|
|
|
|
||||||||
Residential real estate
|
$
|
463
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Home equity - junior liens
|
298
|
|
—
|
|
—
|
|
—
|
|
||||
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Commercial real estate
|
9,006
|
|
57
|
|
13,124
|
|
—
|
|
||||
Consumer
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
DDA overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total
|
$
|
9,767
|
|
$
|
57
|
|
$
|
13,124
|
|
$
|
—
|
|
|
|
|
|
|
||||||||
With an allowance recorded
|
|
|
|
|
||||||||
Residential real estate
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Home equity - junior liens
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Commercial real estate
|
3,324
|
|
—
|
|
—
|
|
—
|
|
||||
Consumer
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
DDA overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total
|
$
|
3,324
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
December 31, 2013
|
December 31, 2012
|
||||||||||||||||
|
Non-
|
|
|
Non-
|
|
|||||||||||||
Accruing
|
Accruing
|
Total
|
Accruing
|
Accruing
|
Total
|
|||||||||||||
Commercial and industrial
|
$
|
88
|
|
$
|
—
|
|
$
|
88
|
|
$
|
101
|
|
$
|
—
|
|
$
|
101
|
|
Commercial real estate
|
1,783
|
|
—
|
|
1,783
|
|
734
|
|
—
|
|
734
|
|
||||||
Residential real estate
|
18,651
|
|
1,693
|
|
20,344
|
|
18,826
|
|
162
|
|
18,988
|
|
||||||
Home equity
|
2,859
|
|
14
|
|
2,873
|
|
3,325
|
|
418
|
|
3,743
|
|
||||||
Consumer
|
—
|
|
—
|
|
—
|
|
142
|
|
—
|
|
142
|
|
||||||
|
$
|
23,381
|
|
$
|
1,707
|
|
$
|
25,088
|
|
$
|
23,128
|
|
$
|
580
|
|
$
|
23,708
|
|
|
New TDRs
|
New TDRs
|
||||||||||||||
|
For the year ended
|
For the year ended
|
||||||||||||||
|
December 31, 2013
|
December 31, 2012
|
||||||||||||||
|
Pre
|
Post
|
|
Pre
|
Post
|
|||||||||||
|
Modification
|
Modification
|
|
Modification
|
Modification
|
|||||||||||
|
Outstanding
|
Outstanding
|
|
Outstanding
|
Outstanding
|
|||||||||||
Number of
|
Recorded
|
Recorded
|
Number of
|
Recorded
|
Recorded
|
|||||||||||
Contracts
|
Investment
|
Investment
|
Contracts
|
Investment
|
Investment
|
|||||||||||
Commercial and industrial
|
1
|
|
$
|
88
|
|
$
|
88
|
|
1
|
|
$
|
101
|
|
$
|
101
|
|
Commercial real estate
|
3
|
|
1,564
|
|
1,559
|
|
1
|
|
184
|
|
179
|
|
||||
Residential real estate
|
36
|
|
4,041
|
|
4,041
|
|
7
|
|
899
|
|
899
|
|
||||
Home equity
|
17
|
|
473
|
|
473
|
|
15
|
|
973
|
|
973
|
|
||||
Consumer
|
—
|
|
—
|
|
—
|
|
1
|
|
142
|
|
142
|
|
||||
|
57
|
|
$
|
6,166
|
|
$
|
6,161
|
|
25
|
|
$
|
2,299
|
|
$
|
2,294
|
|
|
Estimated Useful Life
|
2013
|
2012
|
||||
|
|
|
|
||||
Land
|
|
$
|
31,499
|
|
$
|
29,383
|
|
Buildings and improvements
|
10 to 30 yrs.
|
85,879
|
|
76,892
|
|
||
Equipment
|
3 to 7 yrs.
|
39,418
|
|
38,539
|
|
||
|
|
156,796
|
|
144,814
|
|
||
Less: accumulated depreciation
|
|
(74,248
|
)
|
(72,086
|
)
|
||
|
|
$
|
82,548
|
|
$
|
72,728
|
|
|
2013
|
2012
|
||||
|
|
|
||||
Gross carrying amount
|
$
|
8,387
|
|
$
|
5,677
|
|
Accumulated amortization
|
(4,646
|
)
|
(3,608
|
)
|
||
|
$
|
3,741
|
|
$
|
2,069
|
|
2014
|
$
|
944
|
|
2015
|
652
|
|
|
2016
|
440
|
|
|
2017
|
386
|
|
|
2018
|
341
|
|
|
Thereafter
|
978
|
|
|
|
$
|
3,741
|
|
2014
|
$
|
607,729
|
|
2015
|
207,203
|
|
|
2016
|
114,163
|
|
|
2017
|
64,390
|
|
|
2018
|
84,066
|
|
|
Over five years
|
55
|
|
|
|
$
|
1,077,606
|
|
|
2013
|
2012
|
||||
|
|
|
||||
Within one year
|
$
|
207,647
|
|
$
|
166,285
|
|
Over one through two years
|
71,440
|
|
58,320
|
|
||
Over two through three years
|
47,789
|
|
28,490
|
|
||
Over three through four years
|
26,745
|
|
39,004
|
|
||
Over four through five years
|
39,843
|
|
9,704
|
|
||
Over five years
|
—
|
|
—
|
|
||
|
$
|
393,464
|
|
$
|
301,803
|
|
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Balance at end of year:
|
|
|
|
||||||
Securities repurchase agreements
|
$
|
137,798
|
|
$
|
114,646
|
|
$
|
114,050
|
|
Federal Funds purchased
|
—
|
|
—
|
|
75,000
|
|
|||
Total
|
$
|
137,798
|
|
$
|
114,646
|
|
$
|
189,050
|
|
|
|
|
|
||||||
Avg. outstanding during the year:
|
|
|
|
||||||
Securities repurchase agreements
|
$
|
127,616
|
|
$
|
121,270
|
|
$
|
122,693
|
|
Federal Funds purchased
|
63
|
|
510
|
|
576
|
|
|||
FHLB advances
|
—
|
|
—
|
|
300
|
|
|||
|
|
|
|
||||||
Max. outstanding at any month end:
|
|
|
|
||||||
Securities repurchase agreements
|
$
|
150,943
|
|
$
|
131,971
|
|
$
|
139,607
|
|
Federal Funds purchased
|
—
|
|
—
|
|
75,000
|
|
|||
FHLB advances
|
—
|
|
—
|
|
367
|
|
|||
|
|
|
|
||||||
Weighted-average interest rate:
|
|
|
|
||||||
During the year:
|
|
|
|
||||||
Securities repurchase agreements
|
0.25
|
%
|
0.26
|
%
|
0.25
|
%
|
|||
Federal Funds purchased
|
0.31
|
%
|
0.28
|
%
|
0.28
|
%
|
|||
FHLB advances
|
—
|
|
—
|
|
4.36
|
%
|
|||
End of the year:
|
|
|
|
||||||
Securities repurchase agreements
|
0.25
|
%
|
0.26
|
%
|
0.25
|
%
|
|||
Federal Funds purchased
|
0.31
|
%
|
0.28
|
%
|
0.28
|
%
|
|||
FHLB advances
|
—
|
|
—
|
|
—
|
|
|
2013
|
2012
|
||||
|
|
|
||||
Junior subordinated debentures owed to City Holding Capital Trust III, due 2038, interest at a rate of 3.74% and 3.89%, respectively
|
$
|
16,495
|
|
$
|
16,495
|
|
|
2013
|
2012
|
||||
Fair Value:
|
|
|
||||
Other Assets
|
$
|
3,538
|
|
$
|
14,012
|
|
Other Liabilities
|
3,538
|
|
14,012
|
|
|
Year Ended December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
Change in Fair Value:
|
|
|
|
||||||
Other income - derivative asset
|
$
|
(10,148
|
)
|
$
|
1,921
|
|
$
|
8,241
|
|
Other income - derivative liability
|
10,148
|
|
(1,921
|
)
|
(8,241
|
)
|
|
|
|
|
Gross Amounts
|
|
|
|||||||||||||||
|
|
|
|
Not Offset in the Statement
|
|
|
|||||||||||||||
|
|
|
|
of Financial Position
|
|
|
|||||||||||||||
|
|
|
|
|
|
Total
|
|
||||||||||||||
|
|
|
|
|
|
of Gross
|
|
||||||||||||||
|
|
|
|
|
|
Amounts
|
|
||||||||||||||
|
|
|
|
|
|
Not Offset in
|
|
||||||||||||||
|
|
|
|
|
|
the Statement
|
|
||||||||||||||
|
|
|
|
|
|
of Financial
|
|
||||||||||||||
|
|
|
|
|
|
Position
|
|
||||||||||||||
|
|
|
|
Netting
|
|
Including
|
|
||||||||||||||
|
|
Gross
|
Net Amounts
|
Adjustment
|
|
Applicable
|
|
||||||||||||||
|
|
Amounts
|
of Assets
|
per
|
|
Netting
|
|
||||||||||||||
|
Gross
|
Offset in the
|
presented in
|
Applicable
|
|
Agreement
|
|
||||||||||||||
|
Amounts of
|
Statement of
|
the Statement
|
Master
|
Fair Value
|
and Fair
|
|
||||||||||||||
|
Recognized
|
Financial
|
of Financial
|
Netting
|
of Financial
|
Value of
|
|
||||||||||||||
Description
|
Assets
|
Position
|
Position
|
Arrangements
|
Collateral
|
Collateral
|
Net Amount
|
||||||||||||||
|
(a)
|
(b)
|
(c)=(a)-(b)
|
|
|
(d)
|
(c)-(d)
|
||||||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
||||||||||||||
Interest rate swap agreements
|
$
|
3,538
|
|
$
|
—
|
|
$
|
3,538
|
|
$
|
—
|
|
$
|
3,538
|
|
$
|
3,538
|
|
$
|
—
|
|
|
|
|
|
Gross Amounts
|
|
|
|||||||||||||||
|
|
|
|
Not Offset in the Statement
|
|
|
|||||||||||||||
|
|
|
|
of Financial Position
|
|
|
|||||||||||||||
|
|
|
|
|
|
Total
|
|
||||||||||||||
|
|
|
|
|
|
of Gross
|
|
||||||||||||||
|
|
|
|
|
|
Amounts
|
|
||||||||||||||
|
|
|
|
|
|
Not Offset in
|
|
||||||||||||||
|
|
|
|
|
|
the Statement
|
|
||||||||||||||
|
|
|
|
|
|
of Financial
|
|
||||||||||||||
|
|
|
|
|
|
Position
|
|
||||||||||||||
|
|
|
|
Netting
|
|
Including
|
|
||||||||||||||
|
|
Gross
|
Net Amounts
|
Adjustment
|
|
Applicable
|
|
||||||||||||||
|
|
Amounts
|
of Liabilities
|
per
|
|
Netting
|
|
||||||||||||||
|
Gross
|
Offset in the
|
presented in
|
Applicable
|
|
Agreement
|
|
||||||||||||||
|
Amounts of
|
Statement of
|
the Statement
|
Master
|
Fair Value
|
and Fair
|
|
||||||||||||||
|
Recognized
|
Financial
|
of Financial
|
Netting
|
of Financial
|
Value of
|
|
||||||||||||||
Description
|
Liabilities
|
Position
|
Position
|
Arrangements
|
Collateral
|
Collateral
|
Net Amount
|
||||||||||||||
|
(a)
|
(b)
|
(c)=(a)-(b)
|
|
|
(d)
|
(c)-(d)
|
||||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|||||||||||||||
Interest rate swap agreements
|
$
|
3,538
|
|
$
|
—
|
|
$
|
3,538
|
|
$
|
—
|
|
$
|
11,376
|
|
$
|
11,376
|
|
$
|
—
|
|
|
2013
|
2012
|
||||
Deferred tax assets:
|
|
|
||||
Previously securitized loans
|
$
|
5,166
|
|
$
|
5,921
|
|
Allowance for loan losses
|
7,566
|
|
7,100
|
|
||
Deferred compensation payable
|
3,774
|
|
2,812
|
|
||
Underfunded pension liability
|
1,675
|
|
3,029
|
|
||
Accrued expenses
|
2,830
|
|
1,869
|
|
||
Impaired assets
|
1,028
|
|
1,086
|
|
||
Impaired securities losses
|
9,519
|
|
9,814
|
|
||
Unrealized securities losses
|
1,230
|
|
—
|
|
||
Intangible assets
|
8,081
|
|
2,928
|
|
||
Other
|
3,109
|
|
2,963
|
|
||
Total Deferred Tax Assets
|
43,978
|
|
37,522
|
|
||
Deferred tax liabilities:
|
|
|
||||
Unrealized securities gains
|
—
|
|
2,145
|
|
||
Other
|
1,813
|
|
2,640
|
|
||
Total Deferred Tax Liabilities
|
1,813
|
|
4,785
|
|
||
Net Deferred Tax Assets
|
$
|
42,165
|
|
$
|
32,737
|
|
|
2013
|
2012
|
2011
|
||||||
Current:
|
|
|
|
||||||
Federal
|
$
|
18,808
|
|
$
|
15,509
|
|
$
|
20,052
|
|
State
|
1,781
|
|
2,259
|
|
2,809
|
|
|||
Total current tax expense
|
20,589
|
|
17,768
|
|
22,861
|
|
|||
|
|
|
|
||||||
Total deferred tax expense (benefit)
|
4,686
|
|
2,530
|
|
(2,290
|
)
|
|||
Income tax expense
|
$
|
25,275
|
|
$
|
20,298
|
|
$
|
20,571
|
|
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Computed federal taxes at statutory rate
|
$
|
25,722
|
|
$
|
20,735
|
|
$
|
21,437
|
|
State income taxes, net of federal tax benefit
|
1,982
|
|
1,591
|
|
1,654
|
|
|||
Tax effects of:
|
|
|
|
||||||
Tax-exempt interest income
|
(616
|
)
|
(712
|
)
|
(785
|
)
|
|||
Bank-owned life insurance
|
(1,187
|
)
|
(1,044
|
)
|
(1,172
|
)
|
|||
Tax reserve adjustment
|
24
|
|
8
|
|
(70
|
)
|
|||
Other items, net
|
(650
|
)
|
(280
|
)
|
(493
|
)
|
|||
Income tax expense
|
$
|
25,275
|
|
$
|
20,298
|
|
$
|
20,571
|
|
|
2013
|
2012
|
||||
|
|
|
||||
Balance at January 1,
|
$
|
4,376
|
|
$
|
3,649
|
|
Additions for current year tax positions
|
341
|
|
727
|
|
||
Additions for prior year tax positions
|
—
|
|
—
|
|
||
Decreases for prior year tax positions
|
—
|
|
—
|
|
||
Decreases for settlements with tax authorities
|
—
|
|
—
|
|
||
Decreases related to lapse of applicable statute of limitation
|
—
|
|
—
|
|
||
Balance at December 31
|
$
|
4,717
|
|
$
|
4,376
|
|
|
2013
|
2012
|
2011
|
||||||||||||
|
Options
|
Weighted-Average Exercise Price
|
Options
|
Weighted-Average Exercise Price
|
Options
|
Weighted-Average Exercise Price
|
|||||||||
|
|
|
|
|
|
|
|||||||||
Outstanding at January 1
|
289,544
|
|
$
|
34.38
|
|
293,817
|
|
$
|
33.95
|
|
287,393
|
|
$
|
33.64
|
|
Granted
|
15,475
|
|
37.74
|
|
16,876
|
|
35.39
|
|
16,000
|
|
35.09
|
|
|||
Exercised
|
(126,168
|
)
|
33.57
|
|
(18,899
|
)
|
28.78
|
|
(9,576
|
)
|
26.63
|
|
|||
Forfeited
|
(5,250
|
)
|
34.56
|
|
(2,250
|
)
|
33.28
|
|
—
|
|
—
|
|
|||
Outstanding at December 31
|
173,601
|
|
35.26
|
|
289,544
|
|
34.38
|
|
293,817
|
|
33.95
|
|
|||
|
|
|
|
|
|
|
|||||||||
Exercisable at end of year
|
76,832
|
|
37.97
|
|
183,584
|
|
34.70
|
|
185,317
|
|
33.70
|
|
|||
|
|
|
|
|
|
|
|||||||||
Nonvested at beginning of year
|
105,960
|
|
33.81
|
|
108,500
|
|
34.38
|
|
109,000
|
|
35.10
|
|
|||
Granted during the year
|
15,475
|
|
37.74
|
|
16,876
|
|
35.39
|
|
16,000
|
|
35.09
|
|
|||
Vested during the year
|
(23,166
|
)
|
39.64
|
|
(18,166
|
)
|
38.87
|
|
(16,500
|
)
|
39.34
|
|
|||
Forfeited during the year
|
(1,500
|
)
|
30.38
|
|
(1,250
|
)
|
30.38
|
|
—
|
|
—
|
|
|||
Nonvested at end of year
|
96,769
|
|
$
|
33.10
|
|
105,960
|
|
$
|
33.81
|
|
108,500
|
|
$
|
34.38
|
|
Ranges of Exercise Prices
|
No. of Options Outstanding
|
Weighted-Average Exercise Price
|
Weighted-Average Remaining Contractual Life (Months)
|
Aggregate Intrinsic Value
(in thousands)
|
No. of Options Currently Exercisable
|
Weighted-Average Exercise Price of Options Currently Exercisable
|
Weighted-Average Remaining Contractual Life (Months)
|
Aggregate Intrinsic Value of Options Currently Exercisable
(in thousands)
|
|||||||||
26.62 - 33.90
|
58,750
|
|
30.23
|
|
57
|
$
|
946
|
|
10,332
|
|
$
|
30.52
|
|
21
|
$
|
163
|
|
35.09 - 40.88
|
114,851
|
|
37.83
|
|
63
|
976
|
|
66,500
|
|
39.13
|
|
37
|
479
|
|
|||
|
173,601
|
|
|
|
$
|
1,922
|
|
76,832
|
|
|
|
$
|
642
|
|
|
2013
|
2012
|
2011
|
||||||||||||
|
Restricted Awards
|
Average Market Price at Grant
|
Restricted Awards
|
Average Market Price at Grant
|
Restricted Awards
|
Average Market Price at Grant
|
|||||||||
|
|
|
|
|
|
|
|||||||||
Outstanding at January 1
|
116,711
|
|
|
108,209
|
|
|
96,060
|
|
|
||||||
Granted
|
35,083
|
|
$
|
38.07
|
|
23,336
|
|
$
|
34.94
|
|
14,050
|
|
$
|
35.08
|
|
Forfeited/Vested
|
(9,325
|
)
|
|
(14,834
|
)
|
|
(1,901
|
)
|
|
||||||
Outstanding at December 31
|
142,469
|
|
|
116,711
|
|
|
108,209
|
|
|
|
Pension Benefits
|
|||||
|
2013
|
2012
|
||||
|
|
|
||||
Change in fair value of plan assets:
|
|
|
||||
Fair value at beginning of measurement period
|
$
|
9,663
|
|
$
|
8,952
|
|
Acquisition
|
4,558
|
|
—
|
|
||
Actual gain (loss) on plan assets
|
1,412
|
|
734
|
|
||
Contributions
|
538
|
|
736
|
|
||
Benefits paid
|
(1,445
|
)
|
(759
|
)
|
||
Fair value at end of measurement period
|
14,726
|
|
9,663
|
|
||
|
|
|
||||
Change in benefit obligation:
|
|
|
||||
Benefit obligation at beginning of measurement period
|
(13,827
|
)
|
(12,943
|
)
|
||
Acquisition
|
(6,297
|
)
|
—
|
|
||
Interest cost
|
(776
|
)
|
(635
|
)
|
||
Actuarial loss
|
1,931
|
|
(1,008
|
)
|
||
Benefits paid
|
1,445
|
|
759
|
|
||
Benefit obligation at end of measurement period
|
(17,524
|
)
|
(13,827
|
)
|
||
Funded status
|
(2,798
|
)
|
(4,164
|
)
|
||
|
|
|
||||
Unrecognized net actuarial gain
|
4,555
|
|
8,024
|
|
||
Other comprehensive loss
|
(4,555
|
)
|
(8,024
|
)
|
||
Accrued Benefit Cost
|
$
|
(2,798
|
)
|
$
|
(4,164
|
)
|
|
|
|
||||
Weighted-average assumptions for balance sheet liability at end of year:
|
|
|
||||
Discount rate
|
4.89
|
%
|
4.31
|
%
|
||
Expected long-term rate of return
|
7.35
|
%
|
7.46
|
%
|
||
|
|
|
||||
Weighted-average assumptions for benefit cost at beginning of year:
|
|
|
||||
Discount rate
|
4.31
|
%
|
5.06
|
%
|
||
Expected long-term rate of return
|
7.46
|
%
|
8.00
|
%
|
|
Pension Benefits
|
||||||||
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Components of net periodic benefit:
|
|
|
|
||||||
Interest cost
|
$
|
776
|
|
$
|
635
|
|
$
|
650
|
|
Expected return on plan assets
|
(979
|
)
|
(810
|
)
|
(811
|
)
|
|||
Net amortization and deferral
|
1,106
|
|
696
|
|
547
|
|
|||
Net Periodic Pension Cost
|
$
|
903
|
|
$
|
521
|
|
$
|
386
|
|
|
Target Allocation 2013
|
Allowable- Allocation Range
|
Percentage of Plan Assets
At December 31
|
||||
|
2013
|
2012
|
|||||
|
|
|
|
|
|||
Equity securities
|
58
|
%
|
40-100%
|
53
|
%
|
39
|
%
|
Fixed income securities
|
30
|
%
|
20-40%
|
28
|
%
|
36
|
%
|
Cash and cash equivalents
|
2
|
%
|
3-10%
|
7
|
%
|
25
|
%
|
Alternative investments
|
10
|
%
|
0-15%
|
12
|
%
|
—
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
100
|
%
|
|
Target Allocation 2013
|
Allowable- Allocation Range
|
Percentage of Plan Assets at December 31, 2013
|
||
|
|
|
|
||
Equity securities
|
25
|
%
|
20%-30%
|
26
|
%
|
Fixed income securities
|
75
|
%
|
70%-80%
|
74
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||
2013
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
714
|
|
$
|
714
|
|
$
|
—
|
|
$
|
—
|
|
Mutual funds
|
5,991
|
|
5,267
|
|
724
|
|
—
|
|
||||
Investment funds
|
1,305
|
|
—
|
|
809
|
|
496
|
|
||||
Common stocks
|
4,399
|
|
3,477
|
|
922
|
|
—
|
|
||||
Mortgage-backed securities
|
151
|
|
—
|
|
151
|
|
—
|
|
||||
Government and GSE bonds
|
1,367
|
|
—
|
|
1,367
|
|
—
|
|
||||
Corporate Bonds
|
799
|
|
—
|
|
799
|
|
—
|
|
||||
Total
|
$
|
14,726
|
|
$
|
9,458
|
|
$
|
4,772
|
|
$
|
496
|
|
|
|
|
|
|
||||||||
2012
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
2,023
|
|
$
|
2,023
|
|
$
|
—
|
|
$
|
—
|
|
Mutual funds
|
2,220
|
|
1,139
|
|
1,081
|
|
—
|
|
||||
Common stocks
|
3,034
|
|
2,552
|
|
482
|
|
—
|
|
||||
Mortgage-backed securities
|
524
|
|
—
|
|
524
|
|
—
|
|
||||
Government and GSE bonds
|
1,344
|
|
—
|
|
1,344
|
|
—
|
|
||||
Corporate Bonds
|
518
|
|
—
|
|
518
|
|
—
|
|
||||
Total
|
$
|
9,663
|
|
$
|
5,714
|
|
$
|
3,949
|
|
$
|
—
|
|
Plan Year Ending December 31
|
Expected Benefits to be Paid
|
||
(in thousands)
|
|
||
|
|
||
2014
|
$
|
970
|
|
2015
|
990
|
|
|
2016
|
1,005
|
|
|
2017
|
1,023
|
|
|
2018
|
1,056
|
|
|
2019 through 2023
|
5,501
|
|
|
December 31, 2013
|
December 31, 2012
|
||||
|
|
|
||||
Commitments to extend credit:
|
|
|
||||
Home equity lines
|
$
|
174,417
|
|
$
|
156,274
|
|
Commercial real estate
|
42,209
|
|
33,869
|
|
||
Other commitments
|
201,065
|
|
171,670
|
|
||
Standby letters of credit
|
14,122
|
|
16,743
|
|
||
Commercial letters of credit
|
1,555
|
|
425
|
|
|
2013
|
2012
|
Well Capitalized Ratio
|
Minimum Ratio
|
||||||||||
|
Amount
|
Ratio
|
Amount
|
Ratio
|
||||||||||
|
|
|
|
|
|
|
||||||||
Total Capital (to Risk-Weighted Assets):
|
|
|
|
|
|
|
||||||||
Consolidated
|
$
|
346,039
|
|
13.8
|
%
|
$
|
298,321
|
|
13.9
|
%
|
10.0
|
%
|
8.0
|
%
|
City National
|
302,817
|
|
12.2
|
%
|
264,126
|
|
12.4
|
%
|
10.0
|
%
|
8.0
|
%
|
||
|
|
|
|
|
|
|
||||||||
Tier I Capital (to Risk-Weighted Assets):
|
|
|
|
|
|
|
||||||||
Consolidated
|
$
|
324,859
|
|
13.0
|
%
|
$
|
279,106
|
|
13.0
|
%
|
6.0
|
%
|
4.0
|
%
|
City National
|
282,221
|
|
11.4
|
%
|
245,273
|
|
11.5
|
%
|
6.0
|
%
|
4.0
|
%
|
||
|
|
|
|
|
|
|
||||||||
Tier I Capital (to Average Assets):
|
|
|
|
|
|
|
||||||||
Consolidated
|
$
|
324,859
|
|
9.8
|
%
|
$
|
279,106
|
|
9.8
|
%
|
5.0
|
%
|
4.0
|
%
|
City National
|
282,221
|
|
8.6
|
%
|
245,273
|
|
8.7
|
%
|
5.0
|
%
|
4.0
|
%
|
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total Gains (Losses)
|
||||||||||
December 31, 2013
|
|
|
|
|
|
||||||||||
Recurring fair value measurements
|
|
|
|
|
|
||||||||||
Financial Assets
|
|
|
|
|
|
||||||||||
U.S. Government agencies
|
$
|
2,365
|
|
$
|
—
|
|
$
|
2,365
|
|
$
|
—
|
|
|
||
Obligations of states and political subdivisions
|
41,548
|
|
—
|
|
41,548
|
|
—
|
|
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|||||||||
U.S. Government agencies
|
278,108
|
|
—
|
|
278,108
|
|
—
|
|
|
||||||
Private label
|
2,197
|
|
—
|
|
2,197
|
|
—
|
|
|
||||||
Trust preferred securities
|
13,156
|
|
—
|
|
9,269
|
|
3,887
|
|
|
||||||
Corporate securities
|
9,128
|
|
—
|
|
9,128
|
|
—
|
|
|
||||||
Marketable equity securities
|
4,673
|
|
4,673
|
|
—
|
|
—
|
|
|
||||||
Investment funds
|
1,485
|
|
1,485
|
|
—
|
|
—
|
|
|
||||||
Derivative assets
|
3,538
|
|
—
|
|
3,538
|
|
—
|
|
|
||||||
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
||||||||||
Derivative liabilities
|
3,538
|
|
—
|
|
3,538
|
|
—
|
|
|
||||||
|
|
|
|
|
|
||||||||||
Nonrecurring fair value measurements
|
|
|
|
|
|
||||||||||
Financial Assets
|
|
|
|
|
|
||||||||||
Impaired loans
|
$
|
11,714
|
|
$
|
—
|
|
$
|
—
|
|
$
|
11,714
|
|
$
|
(880
|
)
|
Other real estate owned
|
8,470
|
|
—
|
|
—
|
|
8,470
|
|
(1,108
|
)
|
|||||
|
|
|
|
|
|
||||||||||
December 31, 2012
|
|
|
|
|
|
||||||||||
Recurring fair value measurements
|
|
|
|
|
|
||||||||||
Financial Assets
|
|
|
|
|
|
||||||||||
U.S. Government agencies
|
$
|
3,888
|
|
$
|
—
|
|
$
|
3,888
|
|
$
|
—
|
|
|
||
Obligations of states and political subdivisions
|
48,929
|
|
—
|
|
48,929
|
|
—
|
|
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
||||||||||
U.S. Government agencies
|
286,482
|
|
—
|
|
286,482
|
|
—
|
|
|
||||||
Private label
|
3,272
|
|
—
|
|
3,272
|
|
—
|
|
|
||||||
Trust preferred securities
|
12,645
|
|
—
|
|
10,260
|
|
2,385
|
|
|
||||||
Corporate securities
|
15,947
|
|
—
|
|
15,947
|
|
—
|
|
|
||||||
Marketable equity securities
|
4,185
|
|
4,185
|
|
—
|
|
—
|
|
|
||||||
Investment funds
|
1,774
|
|
1,774
|
|
—
|
|
—
|
|
|
||||||
Derivative assets
|
14,012
|
|
—
|
|
14,012
|
|
—
|
|
|
||||||
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
||||||||||
Derivative liabilities
|
14,012
|
|
—
|
|
14,012
|
|
—
|
|
|
||||||
|
|
|
|
|
|
||||||||||
Nonrecurring fair value measurements
|
|
|
|
|
|
||||||||||
Financial Assets
|
|
|
|
|
|
||||||||||
Impaired loans
|
$
|
10,679
|
|
$
|
—
|
|
$
|
—
|
|
$
|
10,679
|
|
$
|
2,666
|
|
Other real estate owned
|
8,162
|
|
—
|
|
—
|
|
8,162
|
|
(1,021
|
)
|
|||||
Other assets
|
1,000
|
|
—
|
|
1,000
|
|
—
|
|
(288
|
)
|
|
December 31,
|
|||||
|
2013
|
2012
|
||||
|
|
|
||||
Beginning balance
|
$
|
2,385
|
|
$
|
1,982
|
|
Impairment losses on investment securities
|
—
|
|
(576
|
)
|
||
Included in other comprehensive income
|
4,280
|
|
979
|
|
||
Dispositions
|
(2,778
|
)
|
—
|
|
||
Transfers into Level 3
|
—
|
|
—
|
|
||
Ending Balance
|
$
|
3,887
|
|
$
|
2,385
|
|
|
Year ended December 31,
|
|||||
2013
|
2012
|
|||||
|
|
|
||||
Beginning balance
|
$
|
10,679
|
|
$
|
13,500
|
|
|
|
|
||||
Loans classified as impaired during the period
|
3,030
|
|
—
|
|
||
Specific valuation allowance allocations
|
(750
|
)
|
—
|
|
||
|
2,280
|
|
—
|
|
||
|
|
|
||||
(Additional) reduction in specific valuation allowance allocations
|
(130
|
)
|
2,666
|
|
||
Paydowns, payoffs, other activity
|
(1,115
|
)
|
(5,487
|
)
|
||
Ending balance
|
$
|
11,714
|
|
$
|
10,679
|
|
|
2013
|
2012
|
||||
|
|
|
||||
Beginning Balance, January 1
|
$
|
8,162
|
|
$
|
7,948
|
|
OREO remeasured at initial recognition:
|
|
|
||||
Carrying value of foreclosed assets prior to remeasurement
|
7,012
|
|
5,685
|
|
||
Charge-offs recognized in the allowance for loan losses
|
(1,565
|
)
|
(1,656
|
)
|
||
Fair value
|
5,447
|
|
4,029
|
|
||
OREO remeasured subsequent to initial recognition:
|
|
|
||||
Carrying value of foreclosed assets prior to remeasurement
|
2,832
|
|
3,659
|
|
||
Fair value
|
1,724
|
|
2,638
|
|
||
Write-downs included in other non-interest expense
|
(1,108
|
)
|
(1,021
|
)
|
||
|
|
|
||||
Acquired
|
3,492
|
|
728
|
|
||
Disposals
|
(7,523
|
)
|
(3,522
|
)
|
||
Ending Balance, December 31
|
$
|
8,470
|
|
$
|
8,162
|
|
|
Carrying Amount
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
December 31, 2013
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
85,876
|
|
$
|
85,876
|
|
$
|
85,876
|
|
$
|
—
|
|
$
|
—
|
|
Securities available-for-sale
|
352,660
|
|
352,660
|
|
6,158
|
|
342,615
|
|
3,887
|
|
|||||
Securities held-to-maturity
|
4,117
|
|
5,335
|
|
—
|
|
5,335
|
|
—
|
|
|||||
Other securities
|
13,343
|
|
13,343
|
|
—
|
|
13,343
|
|
—
|
|
|||||
Net loans
|
2,585,622
|
|
2,609,524
|
|
—
|
|
—
|
|
2,609,524
|
|
|||||
Accrued interest receivable
|
6,866
|
|
6,866
|
|
6,866
|
|
—
|
|
—
|
|
|||||
Derivative assets
|
3,538
|
|
3,538
|
|
—
|
|
3,538
|
|
—
|
|
|||||
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
||||||||||
Deposits
|
2,785,133
|
|
2,793,620
|
|
1,707,527
|
|
1,086,093
|
|
—
|
|
|||||
Short-term debt
|
137,798
|
|
137,801
|
|
—
|
|
137,801
|
|
—
|
|
|||||
Long-term debt
|
16,495
|
|
16,495
|
|
—
|
|
16,495
|
|
—
|
|
|||||
Derivative liabilities
|
3,538
|
|
3,538
|
|
—
|
|
3,538
|
|
—
|
|
|||||
|
|
|
|
|
|
||||||||||
December 31, 2012
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
84,994
|
|
$
|
84,994
|
|
$
|
84,994
|
|
$
|
—
|
|
$
|
—
|
|
Securities available-for-sale
|
377,122
|
|
377,122
|
|
5,959
|
|
368,778
|
|
2,385
|
|
|||||
Securities held-to-maturity
|
13,454
|
|
13,861
|
|
—
|
|
13,861
|
|
—
|
|
|||||
Other securities
|
11,463
|
|
11,463
|
|
—
|
|
11,463
|
|
—
|
|
|||||
Net loans
|
2,127,560
|
|
2,162,856
|
|
—
|
|
—
|
|
2,162,856
|
|
|||||
Accrued interest receivable
|
6,692
|
|
6,692
|
|
6,692
|
|
—
|
|
—
|
|
|||||
Derivative assets
|
14,012
|
|
14,012
|
|
—
|
|
14,012
|
|
—
|
|
|||||
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
||||||||||
Deposits
|
2,409,316
|
|
2,423,511
|
|
1,489,970
|
|
933,541
|
|
—
|
|
|||||
Short-term debt
|
114,646
|
|
114,648
|
|
—
|
|
114,648
|
|
—
|
|
|||||
Long-term debt
|
16,495
|
|
16,462
|
|
—
|
|
16,462
|
|
—
|
|
|||||
Derivative liabilities
|
14,012
|
|
14,012
|
|
—
|
|
14,012
|
|
—
|
|
|
December 31
|
|||||
|
2013
|
2012
|
||||
|
|
|
||||
Assets
|
|
|
||||
Cash
|
$
|
28,423
|
|
$
|
14,349
|
|
Securities available-for-sale
|
4,673
|
|
4,186
|
|
||
Investment in subsidiaries
|
373,886
|
|
332,156
|
|
||
Deferred tax asset
|
2,990
|
|
3,247
|
|
||
Fixed assets
|
10
|
|
11
|
|
||
Other assets
|
519
|
|
2,180
|
|
||
Total Assets
|
$
|
410,501
|
|
$
|
356,129
|
|
|
|
|
||||
Liabilities
|
|
|
||||
Junior subordinated debentures
|
$
|
16,495
|
|
$
|
16,495
|
|
Dividends payable
|
5,828
|
|
5,192
|
|
||
Accrued interest payable
|
25
|
|
24
|
|
||
Other liabilities
|
530
|
|
1,144
|
|
||
Total Liabilities
|
22,878
|
|
22,855
|
|
||
|
|
|
||||
Shareholders’ Equity
|
387,623
|
|
333,274
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
410,501
|
|
$
|
356,129
|
|
|
Year Ended December 31
|
||||||||
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Income
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
46,317
|
|
$
|
41,422
|
|
$
|
44,600
|
|
Investment securities gains
|
89
|
|
1,134
|
|
—
|
|
|||
Other income
|
66
|
|
65
|
|
92
|
|
|||
|
46,472
|
|
42,621
|
|
44,692
|
|
|||
Expenses
|
|
|
|
||||||
Interest expense
|
617
|
|
661
|
|
639
|
|
|||
Investment securities losses
|
—
|
|
—
|
|
918
|
|
|||
Other expenses
|
2,352
|
|
533
|
|
613
|
|
|||
|
2,969
|
|
1,194
|
|
2,170
|
|
|||
Income Before Income Tax (Benefit) Expense and Equity in Undistributed Net Income (Excess Dividends) of Subsidiaries
|
43,503
|
|
41,427
|
|
42,522
|
|
|||
Income tax (benefit) expense
|
(1,050
|
)
|
2
|
|
(704
|
)
|
|||
Income Before Equity in Undistributed Net Income (Excess Dividends) of Subsidiaries
|
44,553
|
|
41,425
|
|
43,226
|
|
|||
Equity in undistributed net income (excess dividends) of subsidiaries
|
3,662
|
|
(2,480
|
)
|
(2,548
|
)
|
|||
Net Income
|
$
|
48,215
|
|
$
|
38,945
|
|
$
|
40,678
|
|
|
|
|
|
||||||
Total Comprehensive Income
|
$
|
44,647
|
|
$
|
41,430
|
|
$
|
39,268
|
|
|
Year Ended December 31
|
||||||||
|
2013
|
2012
|
2011
|
||||||
Operating Activities
|
|
|
|
||||||
Net income
|
$
|
48,215
|
|
$
|
38,945
|
|
$
|
40,678
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Realized investment securities (gains) losses
|
(89
|
)
|
(1,134
|
)
|
918
|
|
|||
Amortization and accretion
|
5
|
|
19
|
|
19
|
|
|||
Deferred income tax benefit
|
—
|
|
—
|
|
(363
|
)
|
|||
Stock based compensation
|
205
|
|
224
|
|
—
|
|
|||
Depreciation
|
1
|
|
1
|
|
1
|
|
|||
Change in other assets
|
1,656
|
|
740
|
|
1,522
|
|
|||
Change in other liabilities
|
(236
|
)
|
1,136
|
|
(965
|
)
|
|||
(Equity in undistributed net income) excess dividends of subsidiaries
|
(3,662
|
)
|
2,480
|
|
2,548
|
|
|||
Net Cash Provided by Operating Activities
|
46,095
|
|
42,411
|
|
44,358
|
|
|||
|
|
|
|
||||||
Investing Activities
|
|
|
|
||||||
Purchases of available for sale securities
|
—
|
|
(403
|
)
|
(29
|
)
|
|||
Proceeds from sales of available for sale securities
|
137
|
|
2,473
|
|
—
|
|
|||
Acquisition of Community Financial Corporation
|
(12,708
|
)
|
—
|
|
—
|
|
|||
Acquisition of Virginia Savings Bank
|
—
|
|
(4,672
|
)
|
—
|
|
|||
Net Cash Used in Investing Activities
|
(12,571
|
)
|
(2,602
|
)
|
(29
|
)
|
|||
|
|
|
|
||||||
Financing Activities
|
|
|
|
||||||
Dividends paid
|
(22,878
|
)
|
(20,710
|
)
|
(20,630
|
)
|
|||
Purchases of treasury stock
|
—
|
|
(7,915
|
)
|
(23,790
|
)
|
|||
Exercise of stock options
|
3,428
|
|
544
|
|
463
|
|
|||
Net Cash Used in Financing Activities
|
(19,450
|
)
|
(28,081
|
)
|
(43,957
|
)
|
|||
Increase in Cash and Cash Equivalents
|
14,074
|
|
11,728
|
|
372
|
|
|||
Cash and cash equivalents at beginning of year
|
14,349
|
|
2,621
|
|
2,249
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
28,423
|
|
$
|
14,349
|
|
$
|
2,621
|
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||||||
|
|
|
|
|
||||||||
2013
|
|
|
|
|
||||||||
Interest income
|
$
|
33,026
|
|
$
|
34,724
|
|
$
|
35,674
|
|
$
|
35,115
|
|
Taxable equivalent adjustment
|
174
|
|
167
|
|
161
|
|
158
|
|
||||
Interest income (FTE)
|
33,200
|
|
34,891
|
|
35,835
|
|
35,273
|
|
||||
Interest expense
|
3,455
|
|
3,427
|
|
3,304
|
|
3,115
|
|
||||
Net interest income
|
29,745
|
|
31,464
|
|
32,531
|
|
32,158
|
|
Provision for loan losses
|
1,738
|
|
2,011
|
|
1,154
|
|
1,945
|
|
||||
Investment securities gains
|
84
|
|
9
|
|
—
|
|
671
|
|
||||
Noninterest income
|
14,242
|
|
14,243
|
|
14,480
|
|
14,277
|
|
||||
Noninterest expense
|
29,403
|
|
23,959
|
|
24,665
|
|
24,879
|
|
||||
Income before income tax expense
|
12,930
|
|
19,746
|
|
21,192
|
|
20,282
|
|
||||
Income tax expense
|
4,769
|
|
6,573
|
|
7,056
|
|
6,877
|
|
||||
Taxable equivalent adjustment
|
174
|
|
167
|
|
161
|
|
158
|
|
||||
Net income
|
$
|
7,987
|
|
$
|
13,006
|
|
$
|
13,975
|
|
$
|
13,247
|
|
|
|
|
|
|
||||||||
Net earnings available to common shareholders
|
$
|
7,922
|
|
$
|
12,890
|
|
$
|
13,848
|
|
$
|
13,127
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
$
|
0.51
|
|
$
|
0.83
|
|
$
|
0.89
|
|
$
|
0.84
|
|
Diluted earnings per common share
|
0.51
|
|
0.82
|
|
0.88
|
|
0.83
|
|
||||
Average common shares outstanding:
|
|
|
|
|
||||||||
Basic
|
15,473
|
|
15,582
|
|
15,608
|
|
15,636
|
|
||||
Diluted
|
15,627
|
|
15,752
|
|
15,790
|
|
15,799
|
|
||||
|
|
|
|
|
||||||||
2012
|
|
|
|
|
||||||||
Interest income
|
$
|
27,430
|
|
$
|
27,466
|
|
$
|
28,432
|
|
$
|
28,884
|
|
Taxable equivalent adjustment
|
208
|
|
198
|
|
185
|
|
183
|
|
||||
Interest income (FTE)
|
27,638
|
|
27,664
|
|
28,617
|
|
29,067
|
|
||||
Interest expense
|
3,908
|
|
3,625
|
|
3,557
|
|
3,360
|
|
||||
Net interest income
|
23,730
|
|
24,039
|
|
25,060
|
|
25,707
|
|
||||
Provision for loan losses
|
1,950
|
|
1,675
|
|
975
|
|
1,775
|
|
||||
Investment securities losses
|
(31
|
)
|
528
|
|
458
|
|
—
|
|
||||
Noninterest income
|
13,149
|
|
13,262
|
|
13,621
|
|
14,266
|
|
||||
Noninterest expense
|
19,515
|
|
24,763
|
|
21,846
|
|
21,273
|
|
||||
Income before income tax expense
|
15,383
|
|
11,391
|
|
16,318
|
|
16,925
|
|
||||
Income tax expense
|
5,144
|
|
3,780
|
|
5,526
|
|
5,848
|
|
||||
Taxable equivalent adjustment
|
208
|
|
198
|
|
185
|
|
183
|
|
||||
Net income
|
$
|
10,031
|
|
$
|
7,413
|
|
$
|
10,607
|
|
$
|
10,894
|
|
|
|
|
|
|
||||||||
Net earnings available to common shareholders
|
$
|
9,955
|
|
$
|
7,354
|
|
$
|
10,523
|
|
$
|
10,809
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
$
|
0.68
|
|
$
|
0.50
|
|
$
|
0.71
|
|
$
|
0.73
|
|
Diluted earnings per common share
|
0.67
|
|
0.50
|
|
0.71
|
|
0.73
|
|
||||
Average common shares outstanding:
|
|
|
|
|
||||||||
Basic
|
14,679
|
|
14,680
|
|
14,751
|
|
14,755
|
|
||||
Diluted
|
14,759
|
|
14,759
|
|
14,834
|
|
14,837
|
|
|
For the Year Ended December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Distributed earnings allocated to common stock
|
$
|
23,100
|
|
$
|
20,603
|
|
$
|
20,102
|
|
Undistributed earnings allocated to common stock
|
24,678
|
|
18,034
|
|
20,280
|
|
|||
Net earnings allocated to common shareholders
|
$
|
47,778
|
|
$
|
38,637
|
|
$
|
40,382
|
|
|
|
|
|
||||||
Average shares outstanding
|
15,564
|
|
14,714
|
|
15,055
|
|
|||
|
|
|
|
||||||
Effect of dilutive securities:
|
|
|
|
||||||
Warrant outstanding
|
60
|
|
—
|
|
—
|
|
|||
Employee stock options
|
84
|
|
82
|
|
75
|
|
|||
|
|
|
|
||||||
Shares for diluted earnings per share
|
15,708
|
|
14,796
|
|
15,130
|
|
|||
|
|
|
|
||||||
Basic earnings per share
|
$
|
3.07
|
|
$
|
2.63
|
|
$
|
2.68
|
|
Diluted earnings per share
|
$
|
3.04
|
|
$
|
2.61
|
|
$
|
2.67
|
|
|
Accumulated Other Comprehensive Loss
|
||||||||
|
|
Unrealized
|
|
||||||
|
|
Gains (Losses) on
|
|
||||||
|
Defined Benefit
|
Securities
|
|
||||||
|
Pension Plans
|
Available-for-Sale
|
Total
|
||||||
|
|
|
|
||||||
Balance at December 31, 2011
|
$
|
(4,732
|
)
|
$
|
825
|
|
$
|
(3,907
|
)
|
|
|
|
|
||||||
Other comprehensive income before reclassifications
|
62
|
|
3,343
|
|
3,405
|
|
|||
Amounts reclassified from other comprehensive loss
|
(325
|
)
|
(595
|
)
|
(920
|
)
|
|||
|
(263
|
)
|
2,748
|
|
2,485
|
|
|||
|
|
|
|
||||||
Balance at December 31, 2012
|
$
|
(4,995
|
)
|
$
|
3,573
|
|
$
|
(1,422
|
)
|
|
|
|
|
||||||
Other comprehensive income before reclassifications
|
2,685
|
|
(5,201
|
)
|
(2,516
|
)
|
|||
Amounts reclassified from other comprehensive loss
|
(570
|
)
|
(482
|
)
|
(1,052
|
)
|
|||
|
2,115
|
|
(5,683
|
)
|
(3,568
|
)
|
|||
|
|
|
|
||||||
Balance at December 31, 2013
|
$
|
(2,880
|
)
|
$
|
(2,110
|
)
|
$
|
(4,990
|
)
|
|
Amount reclassified from Other Comprehensive Loss
|
Affected line item
|
||||||||
|
December 31,
|
in the Statements
|
||||||||
|
2013
|
2012
|
2011
|
of Income
|
||||||
|
|
|
|
|
||||||
Securities available-for-sale:
|
|
|
|
|
||||||
Net securities (gains) losses reclassified into earnings
|
$
|
(764
|
)
|
$
|
(954
|
)
|
$
|
(2,483
|
)
|
Security gains (losses)
|
Related income tax expense
|
282
|
|
359
|
|
935
|
|
Income tax expense
|
|||
Net effect on accumulated other comprehensive loss
|
$
|
(482
|
)
|
$
|
(595
|
)
|
$
|
(1,548
|
)
|
|
|
|
|
|
|
||||||
Net periodic employee benefit cost
|
$
|
(903
|
)
|
$
|
(521
|
)
|
$
|
(386
|
)
|
Salaries and employee benefits
|
Related income tax (benefit)
|
333
|
|
196
|
|
145
|
|
Income tax expense
|
|||
Net effect on accumulated other comprehensive loss
|
$
|
(570
|
)
|
$
|
(325
|
)
|
$
|
(241
|
)
|
|
1)
|
Registration Statements (Form S-8 No. 333-115282) of City Holding Company pertaining to the 2003 Incentive Plan and the 1993 Stock Incentive Plan, and
|
2)
|
Registration Statement (Form S-3 No. 333-185306) of City Holding Company
|
3)
|
Registration Statement (Form S-8 No. 333-189055) of City Holding Company pertaining to the 2013 Incentive Plan
|
1.
|
I have reviewed this Annual Report on Form 10-K of City Holding Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or such persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(a)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Charles R. Hageboeck
|
Charles R. Hageboeck
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of City Holding Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or such persons performing the equivalent functions)
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(a)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ David L. Bumgarner
|
David L. Bumgarner
|
Senior Vice President and Chief Financial Officer and Principal Accounting Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Charles R. Hageboeck
|
|
|
Charles R. Hageboeck
|
|
|
President and Chief Executive Officer
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ David L. Bumgarner
|
|
|
David L. Bumgarner
|
|
|
Senior Vice President, Chief Financial Officer and Principal Accounting Officer
|
|