Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2024
For The Quarterly Period Ended September 30, 2017
OR
[  ] TRANSITION REPORT PURSANT
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From ____________To_____________.the transition period from ___________ to _____________


Commission File Number file number 0-11733
chcologoa02a15.jpg

CITY HOLDING COMPANY
(Exact name of registrant as specified in its charter)
West Virginia55-0619957
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
25 Gatewater Road,Charleston,
Charleston, West Virginia25313
(Address of principal executive offices)Principal Executive Offices)(Zip Code)
(304) 769-1100
(Registrant’sRegistrant's telephone number, including area code)code



(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $2.50 par valueCHCONASDAQ Global Select Market

Indicate by check mark whether the registrantregistrant: (1) has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),; and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Yes[X]No[   ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x   No  o



Yes[X]No[   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitionthe definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large Accelerated Filer
Large accelerated filer [X]xAccelerated filer [ ]
o
Non accelerated filer  
Non-accelerated filer [   ]oSmaller reporting company [   ]
Emerging growth company [   ]



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes       No  

Yes[   ]No[X]
Indicate the number ofThe registrant had outstanding 14,762,976 shares outstanding of each of the issuer’s classes of common stock as of the latest practical date.May 6, 2024.
Common stock, $2.50 Par Value – 15,618,029 shares as of November 1, 2017.


FORWARD-LOOKING STATEMENTS


All statements other than statements of historical fact included in thisThis Quarterly Report on Form 10-Q including statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations are, or may be deemed to be,contains certain forward-looking statements withinthat are included pursuant to the meaning of Section 27Asafe harbor provisions of the Private Securities Litigation Reform Act of 19331995. Forward-looking statements express only management's beliefs regarding future results or events and Section 21E of the Securities Exchange Act of 1934. Such information involvesare subject to inherent uncertainty, risks, and uncertainties thatchanges in circumstances, many of which are outside of management's control. Uncertainty, risks, changes in circumstances and other factors could result incause the Company's (as hereinafter defined) actual results differingto differ materially from those projected in the forward-looking statements. Important factorsFactors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under “ITEM 1A Risk Factors” and the following: (1) general economic conditions, especially in the Company may incur additional loan loss provision due tocommunities and markets in which we conduct our business; (2) credit risk, including risk that negative credit quality trends in the future that may lead to a deterioration of asset quality; (2) the Companyquality, risk that our allowance for credit losses may incur increased charge-offsnot be sufficient to absorb actual losses in our loan portfolio, and risk from concentrations in our loan portfolio; (3) changes in the future; (3)real estate market, including the Company could have adverse legal actionsvalue of a material nature;collateral securing portions of our loan portfolio; (4) the Company may face competitive loss of customers; (5) the Company may be unable to manage its expense levels; (6) the Company may have difficulty retaining key employees; (7) changes in the interest rate environment may have results on the Company’s operations materially different from those anticipated by the Company’s marketenvironment; (5) operational risk, management functions; (8)including cybersecurity risk and risk of fraud, data processing system failures, and network breaches; (6) changes in general economic conditionstechnology and increased competition, could adversely affect the Company’s operating results; (9)including competition from non-bank financial institutions; (7) changes in otherconsumer preferences, spending and borrowing habits, demand for our products and services, and customers' performance and creditworthiness; (8) difficulty growing loan and deposit balances; (9) our ability to effectively execute our business plan, including with respect to future acquisitions; (10) changes in regulations, laws, taxes, government policies, monetary policies and governmentaccounting policies affecting bank holding companies and their subsidiaries, including changes in monetary policies, could negatively impact the Company’s operating results; (10) the Company may experience difficulties growing loan and deposit balances;insurance premium levels; (11) the current economic environment poses significant challenges for us and could adversely affect our financial condition and results of operations; (12) deterioration in the financial condition of the U.S. banking system may impact the valuations of investments the Company has made in the securities of other financial institutions resulting in either actual losses orinstitutions; (12) regulatory enforcement actions and adverse legal actions; (13) difficulty attracting and retaining key employees; and (14) other than temporary impairments on such investments; (13) the effects of the Wall Street Reformeconomic, competitive, technological, operational, governmental, regulatory, geopolitical, and Consumer Protection Act (the “Dodd-Frank Act”) and the regulations promulgated and to be promulgated thereunder, which may subject the Company and its subsidiaries to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses; (14) the impact of new minimum capital thresholds established as a part of the implementation of Basel III; and (15) other riskmarket factors relating to the banking industry or the Company as detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission, including those risk factors included in the disclosures under the heading “Item 1A Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.affecting our operations.  Forward-looking statements made herein reflect management's expectations as of the date such statements are made. Such information is provided to assist stockholders and potential investors in understanding current and anticipated financial operations of the Company and is included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made.







Table of Contents
Index
City Holding Company and Subsidiaries

Pages
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.




Part I -FINANCIAL INFORMATION


Table of Contents
Part I - FINANCIAL INFORMATION

Item 1 -Financial Statements

Item 1 - Financial Statements

1

Table of Contents
Consolidated Balance Sheets
City Holding Company and Subsidiaries
(in thousands)thousands, except share amounts)
(Unaudited)
March 31, 2024December 31, 2023
Assets
Cash and due from banks$121,853 $123,033 
Interest-bearing deposits in depository institutions196,829 33,243 
Cash and Cash Equivalents318,682 156,276 
Investment securities available for sale, at fair value (amortized cost $1,503,572 and $1,479,545, net of allowance for credit losses of $0 at March 31, 2024 and December 31, 2023, respectively)1,347,657 1,338,137 
Other securities30,681 30,966 
Total Investment Securities1,378,338 1,369,103 
Gross loans4,091,788 4,125,923 
Allowance for credit losses(22,310)(22,745)
Net Loans4,069,478 4,103,178 
Bank owned life insurance118,875 118,122 
Premises and equipment, net71,623 72,146 
Accrued interest receivable21,759 20,290 
Deferred tax assets, net43,969 42,216 
Goodwill and other intangible assets, net161,832 162,568 
Other assets129,627 124,153 
Total Assets$6,314,183 $6,168,052 
Liabilities  
Deposits:  
Noninterest-bearing$1,359,072 $1,342,804 
Interest-bearing:  
   Demand deposits1,330,268 1,291,011 
   Savings deposits1,266,211 1,259,457 
   Time deposits1,100,250 1,040,990 
Total Deposits5,055,801 4,934,262 
Short-term borrowings:
FHLB short-term advances 25,000 
Securities sold under agreements to repurchase304,941 309,856 
FHLB long-term advances150,000 100,000 
Other liabilities121,210 121,868 
Total Liabilities5,631,952 5,490,986 
Commitments and contingencies - see Note I
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; 19,047,548 shares issued at March 31, 2024 and December 31, 2023, less 4,222,772 and 4,215,731 shares in treasury, respectively47,619 47,619 
Capital surplus175,747 177,424 
Retained earnings799,024 780,299 
Treasury Stock(218,555)(217,737)
Accumulated other comprehensive (loss) income:  
    Unrealized (loss) on securities available-for-sale(119,023)(107,958)
    Underfunded pension liability(2,581)(2,581)
Total Accumulated Other Comprehensive (Loss)(121,604)(110,539)
Total Shareholders’ Equity682,231 677,066 
Total Liabilities and Shareholders’ Equity$6,314,183 $6,168,052 
 (Unaudited)  
 September 30, 2017 December 31, 2016
Assets  
Cash and due from banks$54,281
 $62,263
Interest-bearing deposits in depository institutions28,884
 25,876
Cash and Cash Equivalents83,165
 88,139
    
Investment securities available for sale, at fair value525,633
 450,083
Investment securities held-to-maturity, at amortized cost (approximate fair value at September 30, 2017 and December 31, 2016 - $68,478 and $76,445, respectively)66,989
 75,169
Other securities15,988
 14,352
Total Investment Securities608,610
 539,604
    
Gross loans3,105,912
 3,046,226
Allowance for loan losses(19,554) (19,730)
Net Loans3,086,358
 3,026,496
    
Bank owned life insurance102,706
 100,732
Premises and equipment, net72,334
 75,165
Accrued interest receivable9,236
 8,408
Net deferred tax asset22,355
 28,043
Goodwill and other intangible assets, net78,730
 79,135
Other assets36,060
 38,681
Total Assets$4,099,554
 $3,984,403
    
Liabilities 
  
Deposits: 
  
Noninterest-bearing$669,876
 $672,286
Interest-bearing: 
  
   Demand deposits711,121
 695,891
   Savings deposits799,592
 822,057
   Time deposits1,075,945
 1,041,419
Total Deposits3,256,534
 3,231,653
    
Short term borrowings:   
   Federal funds purchased79,800
 64,100
   Customer repurchase agreements201,664
 184,205
Long-term debt16,495
 16,495
Other liabilities44,746
 45,512
Total Liabilities3,599,239
 3,541,965
    
    
    
    

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; 19,047,548 shares and 18,606,944 shares issued at September 30, 2017 and December 31, 2017, less 3,429,519 and 3,478,511 shares in treasury, respectively47,619
 46,518
Capital surplus140,381
 112,873
Retained earnings441,001
 417,017
Cost of common stock in treasury(124,909) (126,958)
Accumulated other comprehensive income (loss): 
  
Unrealized gain (loss) on securities available-for-sale883
 (2,352)
Underfunded pension liability(4,660) (4,660)
Total Accumulated Other Comprehensive Income (Loss)(3,777) (7,012)
Total Shareholders’ Equity500,315
 442,438
Total Liabilities and Shareholders’ Equity$4,099,554
 $3,984,403

SeeTo be read with the attached notes to consolidated financial statements.

2


Table of Contents
Consolidated Statements of Income(Unaudited)
City Holding Company and Subsidiaries
(in thousands, except earnings per share data)
Interest IncomeThree months ended March 31,
20242023
  
Interest and fees on loans$59,128 $47,004 
Interest and dividends on investment securities:  
Taxable12,040 11,773 
Tax-exempt830 1,162 
Interest on deposits in depository institutions1,570 1,591 
Total Interest Income73,568 61,530 
Interest Expense  
Interest on deposits14,097 5,690 
Interest on short-term borrowings3,621 2,381 
Interest on FHLB long-term advances1,423 — 
Total Interest Expense19,141 8,071 
Net Interest Income54,427 53,459 
(Recovery of ) provision for credit losses(180)2,918 
Net Interest Income After (Recovery of) Provision for Credit Losses54,607 50,541 
Non-Interest Income  
(Losses) gains on sale of investment securities, net(1)773 
Unrealized (losses) gains recognized on equity securities still held, net(152)361 
Service charges7,035 6,563 
Bankcard revenue6,800 6,603 
Trust and investment management fee income2,623 2,252 
Bank owned  life insurance927 804 
Other income716 1,326 
Total Non-Interest Income17,948 18,682 
Non-Interest Expense  
Salaries and employee benefits18,878 17,673 
Occupancy related expense2,840 2,640 
Equipment and software related expense2,929 3,092 
FDIC insurance expense711 445 
Advertising867 760 
Bankcard expenses2,039 1,509 
Postage, delivery, and statement mailings666 647 
Office supplies453 420 
Legal and professional fees482 470 
Telecommunications600 606 
Repossessed asset losses, net of expenses229 16 
Merger related expenses 5,645 
Other expenses5,206 4,700 
Total Non-Interest Expense35,900 38,623 
Income Before Income Taxes36,655 30,600 
Income tax expense7,132 6,259 
3

Table of Contents
Interest IncomeThree months ended September 30, Nine months ended September 30,
20172016 20172016
     
Interest and fees on loans$32,004
$29,444
 $93,223
$88,011
Interest and dividends on investment securities: 
 
   
Taxable3,666
3,183
 10,591
9,115
Tax-exempt665
419
 2,014
1,141
Interest on deposits in depository institutions31

 51

Total Interest Income36,366
33,046
 105,879
98,267
      
Interest Expense 
 
   
Interest on deposits3,796
3,006
 10,885
8,915
Interest on short-term borrowings349
90
 693
283
Interest on long-term debt195
172
 565
503
Total Interest Expense4,340
3,268
 12,143
9,701
Net Interest Income32,026
29,778
 93,736
88,566
Provision for loan losses1,393
1,432
 2,584
3,093
Net Interest Income After Provision for Loan Losses30,633
28,346
 91,152
85,473
      
Non-Interest Income 
 
   
Net gains on sale of investment securities
2,668
 4,276
3,513
Service charges7,415
6,842
 21,219
19,709
Bankcard revenue4,291
4,216
 12,804
12,373
Trust and investment management fee income1,471
1,329
 4,469
3,976
Bank owned  life insurance774
846
 2,972
2,374
Other income660
846
 2,303
2,510
Total Non-Interest Income14,611
16,747
 48,043
44,455
      
Non-Interest Expense 
 
   
Salaries and employee benefits12,876
12,993
 38,899
38,456
Occupancy and equipment2,916
2,759
 8,710
8,303
Depreciation1,450
1,585
 4,486
4,719
FDIC insurance expense328
508
 1,031
1,485
Advertising689
667
 2,203
2,161
Bankcard expenses1,051
1,188
 2,964
3,143
Postage, delivery, and statement mailings517
517
 1,576
1,588
Office supplies377
325
 1,082
1,044
Legal and professional fees504
869
 1,393
1,671
Telecommunications494
459
 1,470
1,318
Repossessed asset losses, net of expenses107
305
 589
646
Other expenses3,000
3,109
 8,683
9,173
Total Non-Interest Expense24,309
25,284
 73,086
73,707
Income Before Income Taxes20,935
19,809
 66,109
56,221
Income tax expense7,003
6,577
 21,463
18,745
Net Income Available to Common Shareholders$13,932
$13,232
 $44,646
$37,476
      
Net Income Available to Common Shareholders$29,523 $24,341 
Basic earnings per common share$1.98 $1.63 
Diluted earnings per common share$1.97 $1.63 


Total Comprehensive Income$14,240
$12,449
 $47,881
$42,562
      
Average shares outstanding, basic15,485
14,899
 15,391
14,902
Effect of dilutive securities20
11
 24
11
Average shares outstanding, diluted15,505
14,910
 15,415
14,913
      
Basic earnings per common share$0.89
$0.88
 $2.87
$2.48
Diluted earnings per common share$0.89
$0.88
 $2.86
$2.48
Dividends declared per common share$0.44
$0.43
 $1.32
$1.29

SeeTo be read with the attached notes to consolidated financial statements.



4

Consolidated Statements of Comprehensive Income(Unaudited)
City Holding Company and Subsidiaries
(in thousands)

Three Months Ended
March 31,
20242023
Net income available to common shareholders$29,523 $24,341 
Available-for-Sale Securities
Unrealized (losses) gains on available-for-sale securities arising during the period(14,507)20,634 
Reclassification adjustment for net losses (gains)1 (773)
   Other comprehensive (loss) income before income taxes(14,506)19,861 
Tax effect3,441 (4,762)
   Other comprehensive (loss) income, net of tax(11,065)15,099 
    Comprehensive Income, Net of Tax$18,458 $39,440 

 Three Months EndedNine Months Ended
 September 30,September 30,
 2017201620172016
     
Net income$13,932
$13,232
$44,646
$37,476
     
Unrealized gains on available-for-sale securities arising during the period488
1,427
9,404
11,575
Reclassification adjustment for gains
(2,668)(4,276)(3,513)
   Other comprehensive income before income taxes488
(1,241)5,128
8,062
Tax effect(180)458
(1,893)(2,976)
   Other comprehensive income (loss), net of tax308
(783)3,235
5,086
     
    Comprehensive Income, Net of Tax$14,240
$12,449
$47,881
$42,562

SeeTo be read with the attached notes to consolidated financial statements.


5

Consolidated Statements of Changes in Shareholders’ Equity(Unaudited)
City Holding Company and Subsidiaries
NineThree Months EndedSeptember 30, 2017 March 31, 2024 and 20162023
(in thousands)thousands, except share amounts)



 Common Stock Capital Surplus Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity
Balance at December 31, 2015$46,249
 $106,269
 $390,690
 $(120,104) $(3,832) $419,272
Net income
 
 37,476
 
 
 37,476
Other comprehensive income
 
 
 
 5,086
 5,086
Cash dividends declared ($1.29 per share)
 
 (19,343) 
 
 (19,343)
Stock-based compensation expense
 1,568
 
 
 
 1,568
Restricted awards granted
 (1,627) 
 1,665
 
 38
Exercise of 21,000 stock options
 (214) 
 919
 
 705
Purchase of 231,132 treasury shares
 
 
 (10,018) 
 (10,018)
Balance at September 30, 2016$46,249
 $105,996
 $408,823
 $(127,538) $1,254
 $434,784
 Common StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive (Loss)Total Shareholders’ Equity
Balance at December 31, 2022$47,619 $170,980 $706,696 $(215,955)$(131,488)$577,852 
Adoption of ASU No. 2022-02— — 175 — — $175 
Balances at January 1, 202347,619 170,980 706,871 (215,955)(131,488)578,027 
Net income— — 24,341 — — 24,341 
Other comprehensive income, net of tax— — — — 15,099 15,099 
Cash dividends declared ($0.65 per share)— — (9,485)— — (9,485)
Stock-based compensation expense— 1,093 — — — 1,093 
Restricted awards granted— (2,118)— 2,118 — — 
Purchase of 218,249 treasury shares— — — (20,103)— (20,103)
Acquisition of Citizens Commerce Bancshares, Inc.$— $7,574 $— $54,504 $— 62,078 
Balance at March 31, 2023$47,619 $177,529 $721,727 $(179,436)$(116,389)$651,050 

 Common StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive (Loss)Total Shareholders’ Equity
Balance at December 31, 2023$47,619 $177,424 $780,299 $(217,737)$(110,539)$677,066 
Net income  29,523   29,523 
Other comprehensive loss, net of tax    (11,065)(11,065)
Cash dividends declared ($0.72 per share)  (10,798)  (10,798)
Stock-based compensation expense (1,609) 2,709  1,100 
Restricted awards granted (9) 9   
Exercise of 1,309 stock options (59) 117  58 
Purchase of 36,438 treasury shares   (3,653) (3,653)
Balance at March 31, 2024$47,619 $175,747 $799,024 $(218,555)$(121,604)$682,231 


 Common Stock Capital Surplus Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity
Balance at December 31, 2016$46,518
 $112,873
 $417,017
 $(126,958) $(7,012) $442,438
Net income
 
 44,646
 
 
 44,646
Other comprehensive income
 
 
 
 3,235
 3,235
Cash dividends declared ($1.32 per share)
 
 (20,662) 
 
 (20,662)
Stock-based compensation expense
 1,653
 
 
 
 1,653
Restricted awards granted
 (1,351) 
 1,351
 
 
Issuance of 440,604 shares of common stock1,101
 27,307
 
 
 
 28,408
Exercise of 16,639 stock options
 (101) 
 698
 
 597
Balance at September 30, 2017$47,619
 $140,381
 $441,001
 $(124,909) $(3,777) $500,315

SeeTo be read with the attached notes to consolidated financial statements.

6


Table of Contents
Consolidated Statements of Cash Flows(Unaudited)
City Holding Company and Subsidiaries
(in thousands)
 Three months ended March 31,
20242023
Net income$29,523 $24,341 
Adjustments to reconcile net income to net cash provided by operating activities:  
Amortization, net1,916 2,302 
(Recovery of) provision for credit losses(180)2,918 
Depreciation of premises and equipment1,072 1,210 
Deferred income tax expense (benefit)984 (654)
Net periodic employee benefit cost15 13 
Unrealized and realized investment securities losses (gains), net153 (1,134)
Stock-compensation expense1,100 1,093 
Excess tax expense from stock-compensation42 102 
Increase in value of bank-owned life insurance(976)(804)
Loans held for sale
   Loans originated for sale(3,018)(2,637)
   Proceeds from the sale of loans originated for sale3,035 2,689 
   Gain on sale of loans(17)(52)
Change in accrued interest receivable(1,469)759 
Change in other assets1,364 3,156 
Change in other liabilities(1,376)6,599 
Net Cash Provided by Operating Activities32,168 39,901 
Net decrease in loans34,018 6,108 
Securities available-for-sale
     Purchases(49,304)— 
     Proceeds from sales of securities available-for-sale 84,940 
     Proceeds from maturities and calls24,201 26,839 
Other investments
     Purchases(9)(189)
     Proceeds from sales142 249 
Purchases of premises and equipment(596)(616)
Proceeds from the disposals of premises and equipment47 — 
Proceeds from bank-owned life insurance policies223 206 
Payments for low income housing tax credits(5,771)(1,704)
Acquisition of Citizens Commerce Bancshares, Inc. 13,518 
Net Cash Provided by Investing Activities2,951 129,351 
Net increase in non-interest-bearing deposits16,268 9,288 
Net increase (decrease) in interest-bearing deposits105,334 (41,622)
Net (decrease) in short-term borrowings(29,915)(4,208)
Proceeds from long-term debt50,000 — 
Purchases of treasury stock(3,653)(20,103)
Proceeds from exercise of stock options58 — 
Lease payments(202)(203)
Dividends paid(10,603)(9,594)
Net Cash Provided by (Used in) Financing Activities127,287 (66,442)
Decrease in Cash and Cash Equivalents162,406 102,810 
Cash and cash equivalents at beginning of period156,276 200,000 
Cash and Cash Equivalents at End of Period$318,682 $302,810 


7

Table of Contents
 Nine months ended September 30,
2017 2016
Net income$44,646
 $37,476
Adjustments to reconcile net income to net cash provided by operating activities: 
  
Accretion and amortization836
 436
Provision for loan losses2,584
 3,093
Depreciation of premises and equipment4,486
 4,719
Deferred income tax expense3,810
 3,998
Net periodic employee benefit cost337
 386
Realized investment securities gains(4,276) (3,978)
Investment securities impairment losses
 465
Stock-compensation expense1,653
 1,606
Excess tax benefit from stock-compensation expense(550) 
Proceeds from life insurance1,717
 
Increase in value of bank-owned life insurance(1,974) (2,374)
Loans originated for sale(13,858) (11,537)
Proceeds from the sale of loans originated for sale16,315
 11,637
Gain on sale of loans(437) (268)
Change in accrued interest receivable(828) (554)
Asset write down
 444
Change in other assets1,562
 (14,068)
Change in other liabilities(1,505) 16,338
Net Cash Provided by Operating Activities54,518
 47,819
    
Proceeds from sales of securities available-for-sale5,576
 30,850
Proceeds from maturities and calls of securities available-for-sale61,367
 55,565
Proceeds from maturities and calls of securities held-to-maturity8,072
 9,194
Purchases of securities available-for-sale(136,418) (141,271)
Net increase in loans(63,139) (96,007)
Purchases of premises and equipment(4,262) (3,553)
Disposals of premises and equipment2,500
 408
Net Cash (Used in) Investing Activities(126,304) (144,814)
    
Net (decrease) increase in non-interest-bearing deposits(2,410) 48,792
Net increase in interest-bearing deposits27,307
 46,963
Net increase in short-term borrowings33,159
 24,515
Proceeds from issuance of common stock28,408
 
Purchases of treasury stock
 (10,018)
Proceeds from exercise of stock options597
 705
Dividends paid(20,249) (19,266)
Net Cash Provided by Financing Activities66,812
 91,691
(Decrease) in Cash and Cash Equivalents(4,974) (5,304)
Cash and cash equivalents at beginning of period88,139
 70,113
Cash and Cash Equivalents at End of Period$83,165
 $64,809
Supplemental Cash Flow Information:
Cash paid for interest$17,929 7,694 
Cash paid for income taxes2,510 3,500 
Acquisition
Identifiable assets acquired (net of purchase consideration)$ $320,453 
Liabilities assumed (307,104)
Goodwill 40,451 
Core deposit intangible 8,278 

SeeTo be read with the attached notes to consolidated financial statements.

8

Notes to Consolidated Financial Statements (Unaudited)
September 30, 2017March 31, 2024


Note A -        Background and Basis of Presentation


City Holding Company ("City Holding"), a West Virginia corporation headquartered in Charleston, West Virginia, is a registered financial holding company under the Bank Holding Company Act and conducts its principal activities through its wholly-owned subsidiary, City National Bank of West Virginia ("City National"). City National is a retail and consumer-oriented community bank with 8697 banking offices in West Virginia (57)(58), Kentucky (22), Virginia (14), Kentucky (12)(13) and southeastern Ohio (3)(4). City National provides credit, deposit, and trust and investment management services to its customers.customers in a broad geographical area that includes many rural and small community markets in addition to larger cities including Charleston (WV), Huntington (WV), Martinsburg (WV), Ashland (KY), Lexington (KY), Winchester (VA) and Staunton (VA). In addition to its branch network, City National's delivery channels include ATMs,automated-teller-machines ("ATMs"), interactive-teller machines ("ITMs"), mobile banking, debit cards, interactive voice response systems, and Internet technology. The Company’s business activities are currently limited to one reportable business segment, which is community banking.


On March 10, 2023, the Company acquired 100% of the outstanding common shares of Citizens Commerce Bancshares, Inc. ("Citizens") and its principal banking subsidiary, Citizens Commerce Bank. See Note C for additional information on the acquisition.

The accompanying consolidated financial statements, which are unaudited, include all of the accounts of City Holding Company and its wholly-owned subsidiaries (collectively, the "Company"). All material intercompany transactions have been eliminated. The consolidated financial statements include all adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations and financial condition for each of the periods presented. Such adjustments are of a normal recurring nature. The results of operations for the ninethree months endedSeptember 30, 2017 March 31, 2024 are not necessarily indicative of the results of operations that can be expected for the year ending December 31, 2017.2024. The Company’s accounting and reporting policies conform with generally accepted accounting principles for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X.S-X, and with Industry Guide 3, Statistical Disclosure by Bank Holding Companies. Such policies require management to make estimates and develop assumptions that affect the amounts reported in the consolidated financial statements and related footnotes. Actual results could differ from management’s estimates.


The consolidated balance sheet as of December 31, 20162023 has been derived from audited financial statements included in the Company’s 20162023 Annual Report to Shareholders.  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted.  These financial statements should be read in conjunction with the financial statements and notes thereto included in the 20162023 Annual Report of the Company.

Certain amounts in the financial statements have been reclassified.  Such reclassifications had no impact on shareholders’ equity or net income for any period.

Note B -        Recent Accounting Pronouncements

Recently Adopted

In May 2014,June 2022, the FASB issued ASU 2022-03, "Fair Value Measurement Topic 820: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions." The FASB issued this ASU to (1) clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) amend a related illustrative example, and (3) introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this ASU also require the following disclosures for equity securities subject to contractual sale restrictions: (1) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; (2) the nature and remaining duration of the restriction(s); and (3) the circumstances that could cause a lapse in the restriction(s). This ASU became effective for the Company on March 31, 2024. The adoption of ASU No. 2022-03 did not have a material impact to the Company's financial statements.

In March 2023, the FASB issued ASU No. 2014-09, 2023-02, "Revenue from Contracts with CustomersInvestments - Equity Method and Joint Ventures (Topic 606).323): Accounting for Investments in Tax Credit Structures using the Proportional Amortization Method." This standard clarified the principlesThe amendments in this update permit reporting entities to elect to account for recognizing revenue and developed a common revenue standard. The core principletheir tax equity investments, regardless of the standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration totax credit program from which the entity expectsincome tax credits are received, using the proportional amortization method if certain conditions are met. This ASU
9

became effective for the Company on January 1, 2024. The Company did not elect to be entitled in exchangeaccount for those goodstheir tax equity investments using the proportional amortization method and services. To achieveas such, ASU No. 2023-02 did not have an impact on the Company's financial statements.

Pending Adoption
In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". The amendment requires companies to disclose significant segment expenses that core principle, an entity should apply the following steps: (i) identify the contracts with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction priceare regularly provided to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation.chief operating decision maker. This ASU will become effective for the Company on January 1, 2018. The Company's revenue is comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09, and non-interest income. ASU 2014-09 may require the Company to change how it recognizes certain components of non-interest income, but the Company does not believe it will have a material impact on the Company's financial statements or disclosures.December 31, 2024. The Company anticipates adopting this standard with a cumulative effect adjustment to opening retained earnings (the modified retrospective approach), ifhas one reportable segment and as such, adjustment is deemed to be material.    

In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." This standard makes several modifications to Subtopic 825-10 including the elimination of the available-for-sale classification of equity investments, and requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income. This ASU will become effective for the Company for interim and annual periods on January 1, 2018. The adoption of ASU No. 2016-012023-07 is not expected to have a material impact on the Company's financial statements.


In February 2016,December 2023, the FASB issued ASU No. 2016-02, “Leases2023-09, "Income Taxes (Topic 842).” This standardrequires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing requirements for leases that were historically classified as operating leases under previous generally accepted accounting principals. This ASU will become

effective for the Company for interim and annual periods on January 1, 2019. The Company's preliminary evaluation indicates that the adoption of ASU 2016-02 will have an immaterial impact on the Company's consolidated balance sheet. However, the Company continues to evaluate the extent of the potential impact the new guidance will have on the Company's consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718)740): Improvements to Employee Share-Based AccountingIncome Tax Disclosures".” This standard makes several modifications The amendment requires companies to disclose, on an annual basis, specific categories in the accountingeffective tax rate reconciliation and provide additional information for share-based payment transactions, including thereconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income tax consequences when awards are exercised or vest, classification of awards as either equity
or liabilities, and classification on the statement of cash flows. Thistaxes paid. ASU became2023-09 will be effective for the Company for interim and annual periods beginning on January 1, 2017. This ASU requires2025 and will be applied on a prospective basis with the Companyoption to record all excess tax benefits and tax deficiencies inapply the income statement and treat excess tax benefits as discrete items in the calculation of income tax expense in the period in which they occur. Under this standard the Company also elected to account for forfeitures of share-based payments as they occur.retrospectively. The adoption of ASU No. 2016-09 did not have a material impact on the Company’s financial statements.

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” The standard was issued to clarify Revenue from Contracts with Customers (Topic 606) related to: (i) identifying performance obligations; and (ii) the licensing implementation guidance. The effective date is the same as the effective date of ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," as discussed above. ASU 2016-10 is not expected to have a significant impact on the Company's financial statements.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." This standard replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The new current expected credit losses model (CECL) will apply to the allowance for loan losses, available-for-sale and held to maturity debt securities, purchased financial assets with credit deterioration and certain off-balance sheet credit exposures. This ASU will become effective for the Company for interim and annual periods on January 1, 2020. Management is currently evaluating the potential impact of ASU No. 2016-13 on the Company's financial statements.

In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments." This amendment addresses existing diversity in practice regarding how certain receipts and payments are presented in the statement of cash flows. Issues addressed in this amendment include debt prepayment and extinguishment costs, proceeds from the settlement of insurance claims, proceeds from the settlement of bank-owned life insurance policies, and separately identifiable cash flows and application of the predominance principle and their classifications in the statement of cash flows. This ASU will become effective for the Company for interim and annual periods on January 1, 2018. The adoption of ASU No. 2016-152023-09 is not expected to have a material impact on the Company's financial statements.

In October 2016, the FASB issued ASU No. 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." This amendment improves the accounting for thestatements, but will impact our income tax consequences of intra-entity transfers of assets other than inventory. Issues addressed in this amendment include the recognition of income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This ASU will become effective fordisclosures.


Note C -        Acquisition and Purchase Price Allocation

On March 10, 2023, the Company on January 1, 2018.acquired 100% of the outstanding common shares of Citizens Commerce Bancshares, Inc. ("Citizens") and its principal banking subsidiary, Citizens Commerce Bank, in order to strengthen the Company's market presence in the Lexington, Kentucky area. The adoptionacquisition of ASU No. 2016-16 isCitizens was structured as a stock transaction in which the Company issued approximately 0.7 million shares, valued at approximately $61.6 million.


10

The following table summarizes the consideration paid for Citizens and the amounts of the assets acquired and liabilities assumed as of the date of acquisition (in thousands):

Consideration:
Common stock$61,570 
Cash13 
61,583 
Identifiable assets:
  Cash and cash equivalents14,041
  Investment securities41,008
  FHLB stock620
  Loans251,406
  Fixed assets3,237
  Bank owned life insurance2,966
  Deferred tax assets, net1,623
  Other assets5,198
Total identifiable assets320,099
Identifiable liabilities:
  Deposits299,251
  Short-term borrowings6,500
  Other liabilities1,864
Total identifiable liabilities307,615
Net identifiable assets (liabilities)12,484
Goodwill40,821
Core deposit intangible8,278
$61,583 

Investment Securities

Citizen's entire investment portfolio of $41 million was sold shortly after the acquisition date and resulted in a $0.7 million realized gain during the quarter ended March 31, 2023 .

Acquired Loans

The fair value of net assets acquired includes fair value adjustments to certain receivables that were not expectedconsidered impaired as of the acquisition date. The fair value adjustments were determined using discounted contractual cash flows. However, the Company believes that there was not deterioration of credit at the date of acquisition. As such, these receivables were not considered impaired at the acquisition date and were not subject to the guidance relating to purchased credit deteriorated loans, which have shown evidence of credit deterioration since origination. Receivables acquired that were not subject to these requirements include non-impaired loans with a material impactfair value of $246.4 million on the Company's financial statements.    date of acquisition.


In connection with the completion of the acquisition of Citizens during the year ended December 2016, the FASB issued ASU No. 2016-20, "Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers." This amendment provides clarification for multiple aspects of Update 2014-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Accounting”, including the scope of guarantee fees, impairment testing of contract costs and the accrual of advertising costs. This ASU will become effective for31, 2023, the Company on January 1, 2018. recorded $2.0 million of credit loss expense associated with loans acquired from Citizens in its total provision for credit losses.

The adoptionfair value of ASU No. 2016-20 is not expected to have a material impactpurchased financial assets with credit deterioration ("PCD") was $4.9 million on the Company'sdate of acquisition. The gross contractual amounts receivable relating to the purchased financial statements.asset with credit deterioration was

11

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In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business." This amendment clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This ASU will become effective for the$8.5 million. The Company on January 1, 2018. The adoption of ASU No. 2017-01 is not expected to have a material impactestimates, on the Company's financial statements.

In January 2017,date of acquisition, that $3.6 million of the FASB issued ASU No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." This amendment simplifies the measurement of goodwill by eliminating Step 2 from the goodwill

impairment test. This ASU will become effective for the Company on January 1, 2020. The adoption of ASU No. 2017-04 is not expected to have a material impact on the Company's financial statements.

In March 2017, the FASB issued ASU No. 2017-07, "Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." This amendment requires that an employer disaggregate the service cost component from the other components of net benefit cost and also provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement. This ASU will become effective for the Company on January 1, 2018. The adoption of ASU No. 2017-07 is not expected to have a material impact on the Company's financial statements.

In March 2017, the FASB issued ASU No. 2017-08, "Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities." The amendments in this update shorten the amortization period for certain callable debt securities held at a premium and require the premium to be amortizedcontractual cash flows specific to the earliest call date. This ASUpurchased financial assets with credit deterioration will become effective for the Company on January 1, 2019. The adoption of ASU No. 2017-08 is not expected to have a material impact on the Company's financial statements.be collected.


In May 2017, the FASB issued ASU No. 2017-09, "Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting." This amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASU No. 2016-09. This ASU will become effective for the Company on January 1, 2018. The adoption of ASU No. 2017-09 is not expected to have a material impact on the Company’s financial statements.Acquired Deposits

In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." This amendment expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. This ASU will become effective for the Company on January 1, 2019. The adoption of ASU No. 2017-12 is not expected to have a material impact on the Company's financial statements.

Note C –Investments


The amortized cost and estimated fair values of non-time deposits approximated their carrying value at the acquisition date. For time deposits, the fair values were estimated based on discounted cash flows, using interest rates that were being offered at the time of acquisition compared to the contractual interest rates. Based on this analysis, management recorded a premium on time deposits acquired of $0.6 million which is being amortized over 5 years.

Core Deposit Intangible

The Company believes that the customer relationships with the deposits acquired have an intangible value. In connection with the acquisition, the Company recorded a core deposit intangible asset of $8.3 million. The core deposit intangible asset represents the value that the acquiree had with their deposit customers. The fair value was estimated based on a discounted cash flow methodology that considered the type of deposit, deposit retention and the cost of the deposit base. The core deposit intangible is being amortized over 10 years.

Goodwill

Under GAAP, management has up to twelve months following the date of the acquisition to finalize the fair value of acquired assets and liabilities. The measurement period ends as soon as the Company receives information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable. Any subsequent adjustments to the fair value of the acquired assets and liabilities, intangible assets or other purchase accounting adjustments will result in adjustments to the goodwill recorded. As of March 31, 2024, twelve months have occurred since the date of acquisition on March 10, 2023, and the measurement period is now complete. The following table summarizes adjustments to goodwill subsequent to December 31, 2023 (in thousands):

Goodwill
Balance at December 31, 2023$149,902 
Adjustment to goodwill acquired in conjunction with the acquisition of Citizens(140)
Balance at March 31, 2024$149,762 


12

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Note D -     Investments

The aggregate carrying and approximate fair values of investment securities follow (in thousands).  Fair values are based on quoted market prices, where available.  If quoted market prices are not available, fair values are based on quoted market prices of comparable financial instruments.

March 31, 2024December 31, 2023
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair ValueAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Securities available-for-sale:        
Obligations of states and     
political subdivisions$227,434 $217 $17,127 $210,524 $228,456 $371 $16,089 $212,738 
Mortgage-backed securities:     
U.S. government agencies1,236,587 1,316 138,106 1,099,797 1,211,484 2,362 125,753 1,088,093 
Private label6,981  284 6,697 6,997 — 293 6,704 
Trust preferred securities4,600  151 4,449 4,599 — 321 4,278 
Corporate securities27,970 52 1,832 26,190 28,009 137 1,822 26,324 
Total Securities Available-for-Sale$1,503,572 $1,585 $157,500 $1,347,657 $1,479,545 $2,870 $144,278 $1,338,137 

The Company's other investment securities include marketable equity securities and non-marketable equity securities held for investment. At March 31, 2024 and December 31, 2023, the Company held $7.3 million and $7.5 million, respectively, in marketable equity securities. Changes in the fair value of the marketable equity securities are shownrecorded in "unrealized (losses) gains recognized on equity securities still held" in the following table (in thousands):
 September 30, 2017December 31, 2016
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair ValueAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Securities available-for-sale:        
U.S. Treasuries and U.S.        
government agencies$2
$
$
$2
$3
$
$
$3
Obligations of states and    
 
 
 
 
political subdivisions95,907
1,835
574
97,168
83,248
594
1,474
82,368
Mortgage-backed securities:    
 
 
 
 
U.S. government agencies397,192
1,931
5,136
393,987
335,867
1,507
6,560
330,814
Private label687
3

690
941
1

942
Trust preferred securities4,761
183

4,944
6,052
1,164
554
6,662
Corporate securities21,918
562
154
22,326
23,925
127
478
23,574
Total Debt Securities520,467
4,514
5,864
519,117
450,036
3,393
9,066
444,363
Marketable equity  securities2,136
2,881

5,017
2,136
2,095

4,231
Investment funds1,525

26
1,499
1,525

36
1,489
Total Securities 
 
 
 
 
 
 
 
Available-for-Sale$524,128
$7,395
$5,890
$525,633
$453,697
$5,488
$9,102
$450,083

 September 30, 2017December 31, 2016
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair ValueAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Securities held-to-maturity:        
Mortgage-backed securities:        
U.S. government agencies$62,989
$1,489
$
$64,478
$71,169
$1,346
$70
$72,445
Trust preferred securities4,000


4,000
4,000


4,000
Total Securities 
 
 
 
 
 
 
 
Held-to-Maturity$66,989
$1,489
$
$68,478
$75,169
$1,346
$70
$76,445
         
Other investment securities: 
 
 
 
 
 
 
 
Non-marketable equity securities$15,988
$
$
$15,988
$14,352
$
$
$14,352
Total Other Investment 
 
 
 
 
 
 
 
   Securities
$15,988
$
$
$15,988
$14,352
$
$
$14,352
Marketable equityconsolidated statements of income. The Company's non-marketable securities consist of investments made by the Company in equity positions of various regional community banks. Included within this portfolio are ownership positions in the following community bank holding companies: First National Corporation (FXNC) (4%) and Eagle Financial Services, Inc. (EFSI) (1.5%). Securitiessecurities with limited marketability, such as stock in the Federal Reserve Bank ("Federal Reserve"FRB") andor the Federal Home Loan Bank ("FHLB"),. At March 31, 2024 and December 31, 2023, the Company held $23.4 million and $23.5 million, respectively, in non-marketable equity securities. These securities are carried at cost due to the restrictions placed on their transferability. The Company held no certificates of deposits for investment at March 31, 2024 and at December 31, 2023.

The majority of the Company's investment securities are reported as non-marketable equitymortgage-backed. These securities are collateralized by both residential and commercial properties. The mortgage-backed securities in which the table above.Company has invested are predominantly issued by government-sponsored agencies such as Fannie Mae, Freddie Mac, and Ginnie Mae. At March 31, 2024 and December 31, 2023 there were no securities of any non-governmental issuer whose aggregate carrying value or estimated fair value exceeded 10% of shareholders' equity.


Certain investment securities owned by the Company were in an unrealized loss position (i.e., amortized cost basis exceeded the estimated fair value of the securities). as of March 31, 2024 and December 31, 2023.  The following table shows the gross unrealized losses and fair value of the Company’s investments aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):
March 31, 2024
Less Than Twelve MonthsTwelve Months or GreaterTotal
Estimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized Loss
Securities available-for-sale:      
Obligations of states and political subdivisions$14,599 $200 $181,421 $16,927 $196,020 $17,127 
Mortgage-backed securities:  
U.S. Government agencies265 8,546 724,601 129,560 724,866 138,106 
     Private label1,849 22 4,848 262 6,697 284 
Trust preferred securities  4,449 151 4,449 151 
Corporate securities  24,551 1,832 24,551 1,832 
Total available-for-sale$16,713 $8,768 $939,870 $148,732 $956,583 $157,500 
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September 30, 2017
Less Than Twelve MonthsTwelve Months or GreaterTotal
Estimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized Loss
December 31, 2023December 31, 2023
Less Than Twelve MonthsTwelve Months or GreaterTotal
Estimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized Loss
Securities available-for-sale: Securities available-for-sale: 
Obligations of states and political subdivisions$8,291
$146
$11,859
$428
$20,150
$574
Mortgage-backed securities:  
 
Mortgage-backed securities:  
U.S. Government agencies160,312
3,214
57,814
1,922
218,126
5,136
Private label
Trust preferred securities
Corporate securities

2,265
154
2,265
154
Investment funds1,500
26


1,500
26
Total$170,103
$3,386
$71,938
$2,504
$242,041
$5,890
Total available-for-sale



 December 31, 2016
Less Than Twelve MonthsTwelve Months or GreaterTotal
Estimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized Loss
Securities available-for-sale:      
Obligations of states and political subdivisions$35,108
$1,474
$
$
$35,108
$1,474
Mortgage-backed securities:     
 
U.S. Government agencies225,530
6,099
8,527
461
234,057
6,560
Trust preferred securities

4,971
554
4,971
554
Corporate securities14,306
478


14,306
478
Investment funds1,500
36


1,500
36
Total$276,444
$8,087
$13,498
$1,015
$289,942
$9,102


During the nine months ended September 30, 2017 and 2016, the Company had no investment impairment losses. During the year ended DecemberAs of March 31, 2016, the Company had $0.5 million in investment impairment losses. At September 30, 2017, the

cumulative amount of credit-related investment impairment losses that have been recognized by the Company on investments that remain in the Company's investment portfolio as of that date was $3.7 million ($2.1 million related to the Company's debt securities and $1.6 million related to the Company's equity securities).

Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other-than-temporary would be reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers, among other things (i) the length of time and the extent to which the fair value has been less than cost; (ii) the financial condition, capital strength, and near-term (within 12 months) prospects of the issuer, including any specific events which may influence the operations of the issuer such as changes in technology that may impair the earnings potential of the investment or the discontinuance of a segment of the business that may affect the future earnings potential; (iii) the historical volatility in the market value of the investment and/or the liquidity or illiquidity of the investment; (iv) adverse conditions specifically related to the security, an industry, or a geographic area; and (v) the intent to sell the investment security and if it’s more likely than not that the Company will not have to sell the security before recovery of its cost basis. In addition, management also employs a continuous monitoring process in regards to its marketable equity securities, specifically its portfolio of regional community bank holdings. Although the regional community bank stocks that are owned by the Company are publicly traded, the trading activity for these stocks is minimal, with trading volumes of less than 0.4% of each respective company being traded on a daily basis. As part of management’s review process for these securities, management reviews the financial condition of each respective regional community bank for any indications of financial weakness.

Management has the ability and intent to hold the securities classified as held-to-maturity until they mature, at which time the Company expects to receive full value for the securities. Furthermore, as of September 30, 2017,2024, management does not intend to sell anany impaired security and it is not more than likely that it will be required to sell theany impaired security before the recovery of its amortized cost basis. The unrealized losses on debt securities are primarily the result of interest rate changes, credit spread fluctuations on agency-issued mortgage relatedmortgage-related securities, general financial market uncertainty and unprecedented market volatility. These conditions should not prohibit the Company from receiving its contractual principal and interest payments on its debt securities. The fair value is expected to recover as the securities approachapproach their maturity date or repricing date. As of September 30, 2017,March 31, 2024, management believes the unrealized losses detailed in the table above are temporary and therefore no additional impairment lossallowance for credit losses has been recognized inon the Company’s consolidated income statement.securities. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss will be recognized in net income in the period the other-than-temporary impairment is identified, while any noncredit loss will be recognized in other comprehensive income. During the three months ended March 31, 2024 and 2023, the Company had no credit-related net investment impairment losses.


The amortized cost and estimated fair value of debt securities at September 30, 2017,March 31, 2024, by contractual maturity, areis shown in the following table (in thousands).  Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.  Mortgage-backed securities have been allocated to their respective maturity groupings based on their contractual maturity.
Amortized CostEstimated Fair Value
Available-for-Sale Debt Securities  
Due in one year or less$2,630 $2,598 
Due after one year through five years108,133 102,535 
Due after five years through ten years406,455 375,247 
Due after ten years986,354 867,277 
Total$1,503,572 $1,347,657 
 Amortized CostEstimated Fair Value
Securities Available-for-Sale  
Due in one year or less$2,939
$2,951
Due after one year through five years12,388
14,839
Due after five years through ten years80,329
77,039
Due after ten years424,811
424,288
Total$520,467
$519,117
   
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 years66,989
68,478
Total$66,989
$68,478



GrossProceeds from sales, gross gains and gross losses realizedrecognized by the Company from investment security transactions are summarized in the table below (in thousands).:

Three months ended March 31,
20242023
Proceeds on sales of available for sale securities$— $84,940 
Gross realized gains on securities sold$ $975 
Gross realized losses on securities sold(1)(202)
Net realized investment security gains$(1)$773 
Gross unrealized gains recognized on equity securities still held$63 $463 
Gross unrealized losses recognized on equity securities still held(215)(102)
Net unrealized (losses) gains recognized on equity securities still held$(152)$361 

14

 Three months ended September 30,Nine months ended September 30,
 2017201620172016
     
Gross realized gains$
$2,722
$4,276
$3,978
Gross realized losses
(54)
(465)
Net investment security gains$
$2,668
$4,276
$3,513
During the nine months ended September 30, 2017 the Company realized $4.3 millionTable of investment gains. These gains represented partial recoveries of impairment charges previously recognized on pooled trust preferred securities. As a result of these sales, the Company no longer holds any pooled trust preferred securities in its investment portfolio.Contents

The carrying value of securities pledged to secure public deposits and for other purposes as required or permitted by law approximated $364$652 million and $337$709 million at September 30, 2017March 31, 2024 and December 31, 2016,2023, respectively.


Note E -        Loans
Note D –Loans

The following table summarizes the Company’s major classifications for loans (in thousands):
March 31, 2024December 31, 2023
Commercial and industrial$407,770 $426,951 
  1-4 Family202,378 206,237 
  Hotels354,929 357,142 
  Multi-family186,555 189,165 
  Non Residential Non-Owner Occupied682,609 680,590 
  Non Residential Owner Occupied232,440 240,328 
Commercial real estate1,658,911 1,673,462 
Residential real estate1,786,764 1,788,149 
Home equity171,292 167,201 
Consumer63,556 65,246 
Demand deposit account (DDA) overdrafts3,495 4,914 
Gross loans4,091,788 4,125,923 
Allowance for credit losses(22,310)(22,745)
Net loans$4,069,478 $4,103,178 
Construction loans included in:
  Commercial real estate$6,651 $2,459 
  Residential real estate19,709 23,066 

 September 30, 2017December 31, 2016
Residential real estate$1,465,942
$1,451,462
Home equity139,702
141,965
Commercial and industrial204,722
185,667
Commercial real estate1,260,906
1,229,516
Consumer30,323
32,545
DDA overdrafts4,317
5,071
Gross loans3,105,912
3,046,226
Allowance for loan losses(19,554)(19,730)
Net loans$3,086,358
$3,026,496

Construction loans of $19.8 million and $14.2 million are included within residential real estate loans at September 30, 2017 and December 31, 2016, respectively.  Construction loans of $24.3 million and $12.8 million are included within commercial real estate loans at September 30, 2017 and December 31, 2016, respectively.  The Company’s commercial and residential real estate construction loans are primarily secured by real estate within the Company’s principal markets.  These loans were originated under the Company’s loan policy,policies, which isare focused on the risk characteristics of residential and commercial real estate lending,the loan portfolio, including specific risks related to construction lending.  Adequateloans. In the judgment of the Company's management, adequate consideration has been given to these loans in establishing the Company’sCompany's allowance for loancredit losses.





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Note E –F -      Allowance For Loanfor Credit Losses
 
Management systematically monitors the loan portfolio and the adequacy of the allowance for loan losses on a quarterly basis to provide for probable losses inherent in the portfolio.  Management assesses the risk in each loan type based on historical trends, the general economic environment of its local markets, individual loan performance and other relevant factors.
Individual credits are selected throughout the year for detailed loan reviews, which are utilized by management to assess the risk in the portfolio and the adequacy of the allowance.  Due to the nature of commercial lending, evaluation of the adequacy of the allowance as it relates to these loan types is often based more upon specific credit reviews, with consideration given to the potential impairment of certain credits and historical loss rates, adjusted for economic conditions and other inherent risk factors.
The following table summarizes the activity in the allowance for loan loss,credit losses, by portfolio segment,loan classification, for the ninethree months ended September 30, 2017March 31, 2024 and 20162023 (in thousands).  The allocation of a portion of the allowance in one portfolio segment does not preclude its availability to absorb losses in other portfolio segments.
Beginning BalanceImpact of Adopting ASU 2022-02PCD Loan ReservesCharge-offsRecoveriesProvision for (recovery of) credit lossesEnding Balance
Three months ended March 31, 2024
Commercial and industrial$4,474 $ $ $(306)$25 $82 $4,275 
   1-4 Family1,402   (31)11 12 1,394 
   Hotels2,211     46 2,257 
   Multi-family1,002     (3)999 
   Non Residential Non-Owner Occupied4,077     (65)4,012 
   Non Residential Owner Occupied2,453     (32)2,421 
Commercial real estate11,145   (31)11 (42)11,083 
Residential real estate5,398   (19)49 (291)5,137 
Home equity490   (27)9 35 507 
Consumer269   (115)98 174 426 
DDA overdrafts969   (356)407 (138)882 
$22,745 $ $ $(854)$599 $(180)$22,310 
Three months ended March 31, 2023
Commercial and industrial$3,565 $12 $— $— $83 $626 $4,286 
  1-4 Family566 (1)— (3)14 37 613 
  Hotels2,332 — — — — (148)2,184 
  Multi-family380 — 500 — — 147 1,027 
  Non Residential Non-Owner Occupied2,019 — 1,536 — 144 1,225 4,924 
  Non Residential Owner Occupied1,315 — 775 — — 347 2,437 
Commercial real estate6,612 (1)2,811 (3)158 1,608 11,185 
Residential real estate5,430 (138)— (32)10 214 5,484 
Home equity290 (46)— (67)219 400 
Consumer110 (2)— (62)23 302 371 
DDA Overdrafts1,101 — — (450)398 (51)998 
$17,108 $(175)$2,811 $(614)$676 $2,918 $22,724 

Management systematically monitors the loan portfolio and the appropriateness of the allowance for credit losses on a quarterly basis to provide for expected losses inherent in the portfolio. Management assesses the risk in each loan type based on historical trends, the general economic environment of its local markets, individual loan performance and other relevant factors. The Company's estimate of future economic conditions utilized in its provision estimate is primarily dependent on
16

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expected unemployment ranges over a two-year period. Beyond two years, a straight line reversion to historical average loss rates is applied over the life of the loan pool in the migration methodology. The vintage methodology applies future average loss rates based on net losses in historical periods where the unemployment rate was within the forecasted range.

Individual credits in excess of $1 million are selected at least annually for detailed loan reviews, which are utilized by management to assess the risk in the portfolio and the appropriateness of the allowance.

Non-Performing Loans

Interest income on loans is accrued and credited to operations based upon the principal amount outstanding, using methods that generally result in level rates of return.  Loan origination fees, and certain direct costs, are deferred and amortized as an adjustment to the yield over the term of the loan.  The accrual of interest generally is discontinued when a loan becomes 90 days past due as to principal or interest for all loan types.  However, any loan may be placed on non-accrual status if the Company receives information that indicates a borrower is unable to meet the contractual terms of its respective loan agreement. Other indicators considered for placing a loan on non-accrual status include the borrower’s involvement in bankruptcies, foreclosures, repossessions, litigation and any other situation resulting in doubt as to whether full collection of contractual principal and interest is attainable.  When interest accruals are discontinued, unpaid interest recognized in income in the current year is reversed, and interest accrued in prior years is charged to the allowance for credit losses.  Management may elect to continue the accrual of interest when the net realizable value of collateral exceeds the principal balance and related accrued interest, and the loan is in the process of collection.

Generally for all loan classes, interest income during the period the loan is non-performing is recorded on a cash basis after recovery of principal is reasonably assured.  Cash payments received on nonperforming loans are typically applied directly against the outstanding principal balance until the loan is fully repaid.  Generally, loans are restored to accrual status when the obligation is brought current, the borrower has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

The following table also presents the balanceamortized cost basis of loans on non-accrual status and loans past due over 90 days still accruing as of March 31, 2024 (in thousands):
Non-accrual With NoNon-accrual WithLoans Past Due
Allowance forAllowance forOver 90 Days
Credit LossesCredit LossesStill Accruing
Commercial & Industrial$$3,405$
   1-4 Family672
   Hotels
   Multi-family
   Non Residential Non-Owner Occupied410
   Non Residential Owner Occupied2,725
Commercial Real Estate3,807
Residential Real Estate3,452
Home Equity121
Consumer1
Total$$10,786$




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The following table presents the amortized cost basis of loans on non-accrual status and loans past due over 90 days still accruing as of December 31, 2023 (in thousands):

Non-accrual With NoNon-accrual WithLoans Past Due
Allowance forAllowance forOver 90 Days
Credit LossesCredit LossesStill Accruing
Commercial & Industrial$1,000 $1,211 $— 
   1-4 Family— 521 — 
   Hotels— — — 
   Multi-family— — — 
   Non Residential Non-Owner Occupied— 446 — 
   Non Residential Owner Occupied— 1,420 — 
Commercial Real Estate— 2,387 — 
Residential Real Estate— 2,849 214 
Home Equity— 111 56 
Consumer— — — 
Total$1,000 $6,558 $270 

The Company recognized no interest income on non-accrual loans during each of the three months ended March 31, 2024 and 2023.

There were no individually evaluated collateral-dependent loans as of March 31, 2024. The company had one commercial and industrial individually evaluated collateral dependent loan recorded at $1.0 million as of December 31, 2023. Changes in the allowancefair value of the collateral for collateral-dependent loans are reported as a provision for credit loss or a recovery of credit loss in the period of change.

Generally, all loan types are considered past due when the contractual terms of a loan are not met and the borrower is 30 days or more past due on a payment.  Furthermore, residential and home equity loans are generally subject to charge-off when the loan becomes 120 days past due, depending on the estimated fair value of the collateral less cost to dispose, versus the outstanding loan balance.  Commercial loans are generally charged off when the loan becomes 120 days past due.  Open-end consumer loans are generally charged off when the loan becomes 180 days past due.
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The following tables present the aging of the amortized cost basis in past-due loans as of March 31, 2024 and December 31, 2023 by class of loan (in thousands):
March 31, 2024
30-5960-8990+TotalCurrentNon-Total
Past DuePast DuePast DuePast DueLoansaccrualLoans
Commercial and industrial$25 $ $ $25 $404,340 $3,405 $407,770 
   1-4 Family    201,706 672 202,378 
   Hotels    354,929  354,929 
   Multi-family    186,555  186,555 
   Non Residential Non-Owner Occupied138   138 682,061 410 682,609 
   Non Residential Owner Occupied    229,715 2,725 232,440 
Commercial real estate138   138 1,654,966 3,807 1,658,911 
Residential real estate4,876 159  5,035 1,778,277 3,452 1,786,764 
Home Equity854 174  1,028 170,143 121 171,292 
Consumer65 10  75 63,480 1 63,556 
Overdrafts403 3  406 3,089  3,495 
Total$6,361 $346 $ $6,707 $4,074,295 $10,786 $4,091,788 

December 31, 2023
30-5960-8990+TotalCurrentNon-Total
Past DuePast DuePast DuePast DueLoansaccrualLoans
Commercial and industrial$185 $250 $— $435 $424,305 $2,211 $426,951 
   1-4 Family67 25 — 92 205,624 521 206,237 
   Hotels— — — — 357,142 — 357,142 
   Multi-family— — — — 189,165 — 189,165 
   Non Residential Non-Owner Occupied— — — — 680,144 446 680,590 
   Non Residential Owner Occupied623 — — 623 238,285 1,420 240,328 
Commercial real estate690 25 — 715 1,670,360 2,387 1,673,462 
Residential real estate7,034 811 214 8,059 1,777,241 2,849 1,788,149 
Home Equity1,020 159 56 1,235 165,855 111 167,201 
Consumer129 — — 129 65,117 — 65,246 
Overdrafts355 — 364 4,550 — 4,914 
Total$9,413 $1,254 $270 $10,937 $4,107,428 $7,558 $4,125,923 

Loan Restructurings

The Company evaluates all loan restructurings in accordance with ASU No. 2022-02 for loan loss disaggregated onmodifications to determine if the basisrestructuring results in a new loan or a continuation of the Company’s impairment measurement methodexisting loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the listed modifications. Therefore, the disclosures related recorded investment in loans, by portfolio segment, as of September 30, 2017to loan restructurings are only for modifications that directly affect cash flows. During the three months ended March 31, 2024 and DecemberMarch 31, 2016 (in thousands).

2023, the Company had no loan modifications that were considered restructured loans.
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Table of Contents
 Commercial &CommercialResidential  DDA 
 IndustrialReal EstateReal EstateHome EquityConsumerOverdraftsTotal
Nine months ended September 30, 2017       
Allowance for loan loss
Beginning balance$4,206
$6,573
$6,680
$1,417
$82
$772
$19,730
Charge-offs(150)(564)(1,295)(256)(47)(1,989)(4,301)
Recoveries57
92
286
45
46
1,015
1,541
Provision for acquired loans
39




39
Provision946
166
218
68
(25)1,172
2,545
Ending balance$5,059
$6,306
$5,889
$1,274
$56
$970
$19,554
        
Nine months ended September 30, 2016 
 
 
 
 
 
 
Allowance for loan loss 
 
 
 
 
 
 
Beginning balance$3,271
$6,985
$6,778
$1,463
$97
$657
$19,251
Charge-offs(148)(1,213)(1,281)(300)(102)(1,017)(4,061)
Recoveries13
447
113

109
585
1,267
Provision for acquired loans
164




164
Provision918
(112)1,414
284
(29)454
2,929
Ending balance$4,054
$6,271
$7,024
$1,447
$75
$679
$19,550
        
As of September 30, 2017 
 
 
 
 
 
 
Allowance for loan loss 
 
 
 
 
 
 
Evaluated for impairment: 
 
 
 
 
 
 
Individually$
$705
$
$
$
$
$705
Collectively5,057
5,424
5,861
1,274
54
970
18,640
Acquired with deteriorated  
 
 
 
 
 
credit quality2
177
28

2

209
Total$5,059
$6,306
$5,889
$1,274
$56
$970
$19,554
        
Loans 
 
 
 
 
 
 
Evaluated for impairment: 
 
 
 
 
 
 
Individually$1,095
$8,866
$
$
$
$
$9,961
Collectively203,588
1,245,347
1,463,344
139,702
30,206
4,317
3,086,504
Acquired with deteriorated       
credit quality39
6,693
2,598

117

9,447
Total$204,722
$1,260,906
$1,465,942
$139,702
$30,323
$4,317
$3,105,912
        
As of December 31, 2016 
 
 
 
 
 
 
Allowance for loan loss 
 
 
 
 
 
 
Evaluated for impairment: 
 
 
 
 
 
 
Individually$
$665
$
$
$
$
$665
Collectively4,200
5,788
6,589
1,417
82
772
18,848
Acquired with deteriorated       
  credit quality6
120
91



217
Total$4,206
$6,573
$6,680
$1,417
$82
$772
$19,730
        
Loans 
 
 
 
 
 
 
Evaluated for impairment: 
 
 
 
 
 
 
Individually$1,611
$5,970
$
$
$
$
$7,581
Collectively183,741
1,216,050
1,448,830
141,965
32,545
5,071
3,028,202
Acquired with deteriorated       


A loan that is considered a restructured loan may be subject to the individually evaluated loan analysis, otherwise, the restructured loan will remain in the appropriate segment in the Allowance for Credit Losses model and associated reserves will be adjusted based on changes in the discounted cash flows resulting from the modification of the restructured loan.
  credit quality315
7,496
2,632



10,443
Total$185,667
$1,229,516
$1,451,462
$141,965
$32,545
$5,071
$3,046,226


Credit Quality Indicators
 
All commercial loans within the portfolio are subject to internal risk grading.rating.  All non-commercial loans are evaluated based on payment history.  The Company’s internal risk ratings for commercial loans are:  Pass,Exceptional, Good, Acceptable, Pass/Watch, Special Mention, Substandard and Doubtful.  Each internal risk rating is defined in the loan policy using the following criteria:  balance sheet yields; ratios and leverage; cash flow spread and coverage; prior history; capability of management; market position/industry; potential impact of changing economic, legal, regulatory or environmental conditions; purpose; structure; collateral support; and guarantor support.  Risk grades are generally assigned by the primary lending officer and are periodically evaluated by the Company’s internal loan review process.  Based on an individual loan’s risk grade, estimated loss percentages are applied to the outstanding balance of the loan to determine the amount of probableexpected loss.
 
The Company categorizes loans into risk categories based on relevant information regarding the customer’s debt service ability, capacity and overall collateral position, along with other economic trends and historical payment performance.  The risk gradesrating for each credit areis updated when the Company receives current financial information, the loan is reviewed by the Company’s internal loan review and credit administration departments, or the loan becomes delinquent or impaired.  The risk grades are updated a minimum of annually for loans rated exceptional, good, acceptable,Exceptional, Good, Acceptable, or pass/watch.Pass/Watch.  Loans rated special mention, substandardSpecial Mention, Substandard or doubtfulDoubtful are reviewed at least quarterly.  The Company uses the following definitions for its risk ratings:


Risk RatingDescription
Pass Ratings:
Risk RatingDescription
Pass ratings:
(a) ExceptionalLoans 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.
(b) GoodLoans 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 in this category generally have a low chance of loss to the bank.
(c) AcceptableLoans 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/watchLoans 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 mentionLoans 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.
SubstandardLoans classified as substandard reflect a customer with a well definedwell-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.
DoubtfulLoans 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.











The following table presents the Company’s commercial loans by credit quality indicators, by class (in thousands):
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Table of Contents
 Commercial and IndustrialCommercial Real EstateTotal
September 30, 2017   
Pass$166,408
$1,214,526
$1,380,934
Special mention26,228
12,680
38,908
Substandard12,086
33,700
45,786
Doubtful


Total$204,722
$1,260,906
$1,465,628
    
December 31, 2016 
 
 
Pass$176,823
$1,178,288
$1,355,111
Special mention2,427
16,031
18,458
Substandard6,417
35,197
41,614
Doubtful


Total$185,667
$1,229,516
$1,415,183

The Company's special mention balance for its commercial and industrial loan portfolio as of September 30, 2017 is primarily composed of a shared national credit ("SNC"), in which the Company is a participant, with a balance of $25.8 million. SNCs are credit facilities greater than $20 million that are shared by three or more federally supervised financial institutions and are reviewed annually by regulatory authorities at the agent bank level. This special mention loan balance reflects the rating assigned to this SNC as a result of the current year review by the Office of the Comptroller of the Currency ("OCC"). As of September 30, 2017, the SNC is performing in accordance to terms and debt service coverage ratios are acceptable.    

The following table presents the Company's non-commercial loans by payment performance, by class (in thousands):
 PerformingNon-PerformingTotal
September 30, 2017   
Residential real estate$1,463,386
$2,556
$1,465,942
Home equity139,610
92
139,702
Consumer30,323

30,323
DDA overdrafts4,317

4,317
Total$1,637,636
$2,648
$1,640,284
    
December 31, 2016   
Residential real estate$1,447,087
$4,375
$1,451,462
Home equity141,834
131
141,965
Consumer32,545

32,545
DDA overdrafts5,071

5,071
Total$1,626,537
$4,506
$1,631,043

Aging Analysis of Accruing and Non-Accruing Loans
Interest income on loans is accrued and credited to operations based upon the principal amount outstanding, using methods that generally result in level rates of return.  Loan origination fees, and certain direct costs, are deferred and amortized as an adjustment to the yield over the term of the loan.  The accrual of interest generally is discontinued when a loan becomes 90 days past due as to principal or interest for all loan types.  However, any loan may be placed on non-accrual if the Company receives information that indicates a borrower is unable to meet the contractual terms of its respective loan agreement.  Other indicators considered for placing a loan on non-accrual status include the borrower’s involvement in bankruptcies, foreclosures, repossessions, litigation and any other situation resulting in doubt as to whether full collection of contractual principal and interest is attainable.  When interest accruals are discontinued, unpaid interest recognized in income in the current year is reversed, and interest accrued in prior years is charged to the allowance for loan losses.  Management may elect to continue the accrual of interest

when the net realizable value of collateral exceeds the principal balance and related accrued interest, and the loan is in the process of collection.

Generally for all loan classes, interest income during the period the loan is non-performing is recorded on a cash basis after recovery of principal is reasonably assured.  Cash payments received on nonperforming loans are typically applied directly against the outstanding principal balance until the loan is fully repaid.  Generally, loans are restored to accrual status when the obligation is brought current, the borrower has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt.
Generally, all loan types are considered past due when the contractual terms of a loan are not met and the borrower is 30 days or more past due on a payment.  Furthermore, residential and home equity loans are generally subject to charge-off when the loan becomes 120 days past due, dependingBased on the estimated fair valuemost recent analysis performed, the risk category of the collateral less cost to dispose, versus the outstanding loan balance.  Commercial loans are generally charged off when the loan becomes 120 days past due.  Open-end consumer loans are generally charged off when the loan becomes 180 days past due.
The following table presents an aging analysis of the Company’s accruing and non-accruing loans by class (in thousands):
 September 30, 2017
 Accruing  
 Current30-59 days60-89 daysOver 90 daysPurchased-Credit ImpairedNon-accrualTotal
Residential real estate$1,458,091
$4,684
$611
$
$
$2,556
$1,465,942
Home equity138,737
797
57
19

92
139,702
Commercial and industrial203,093
304



1,325
204,722
Commercial real estate1,253,686
240
133

147
6,700
1,260,906
Consumer30,298
23
2



30,323
DDA overdrafts3,765
542
7
3


4,317
Total$3,087,670
$6,590
$810
$22
$147
$10,673
$3,105,912
        
 December 31, 2016
 Accruing  
 Current30-59 days60-89 daysOver 90 daysPurchased-Credit ImpairedNon-accrualTotal
Residential real estate$1,441,086
$5,364
$637
$73
$
$4,302
$1,451,462
Home equity141,192
423
219
31

100
141,965
Commercial and industrial183,615
94



1,958
185,667
Commercial real estate1,221,344
553

278

7,341
1,229,516
Consumer32,506
38
1



32,545
DDA overdrafts4,472
595
4



5,071
Total$3,024,215
$7,067
$861
$382
$
$13,701
$3,046,226


The following table presents the Company’s impaired loans, by class (in thousands). The difference between the unpaid principal balance and the recorded investment generally reflects amounts that have been previously charged-off. There are no impaired residential, home equity, or consumer loans.


 September 30, 2017December 31, 2016
  Unpaid  Unpaid 
 RecordedPrincipalRelatedRecordedPrincipalRelated
 InvestmentBalanceAllowanceInvestmentBalanceAllowance
With no related allowance recorded:      
Commercial and industrial$1,095
$3,259
$
$1,611
$3,775
$
Commercial real estate3,062
4,887

3,138
4,963

Total$4,157
$8,146
$
$4,749
$8,738
$
       
With an allowance recorded:      
Commercial and industrial$
$
$
$
$
$
Commercial real estate5,804
5,804
705
2,832
2,832
665
Total$5,804
$5,804
$705
$2,832
$2,832
$665

     The following table presents information related to the average recorded investment and interest income recognized on the Company’s impaired loans, by class (in thousands):
 Nine months ended September 30,
 20172016
 AverageInterestAverageInterest
 RecordedIncomeRecordedIncome
 InvestmentRecognizedInvestmentRecognized
With no related allowance recorded:    
Commercial and industrial$1,165

$2,234
$
Commercial real estate5,035
64
4,286
9
Total$6,200
$64
$6,520
$9
     
With an allowance recorded:    
Commercial and industrial$
$
$
$
Commercial real estate3,821
83


Total$3,821
$83
$
$

     Less than $0.2 million of interest income would have been recognized during the nine months ended September 30, 2017 and 2016, respectively, if such loans had been current in accordance with their original terms.  There were no commitments to provide additional funds on non-accrual, impaired or other potential problem loans at September 30, 2017.

Loan Modifications

The Company’s policy on loan modifications typically does not allow for modifications that would be considered a concession from the Company.  However, when thereMarch 31, 2024 and December 31, 2023 is a modification, the Company evaluates each modification to determine if the modification constitutes a troubled debt restructuring (“TDR”) in accordance with ASU 2011-2, whereby a modification of a loan would be considered a TDR when both of the following conditions are met: (1) a borrower is experiencing financial difficulty and (2) the modification constitutes a concession.  When determining whether the borrower is experiencing financial difficulties, the Company reviews whether the borrower is currently in payment default on any of its debt or whether it is probable that the borrower would be in payment default in the foreseeable future without the modification.  Other indicators of financial difficulty include whether the borrower has declared or is in the process of declaring bankruptcy, the borrower’s ability to continue as a going concern, and the borrower’s projected cash flow to service its debt (including principal and interest) in accordancefollows (in thousands), with the contractual terms for the foreseeable future, without a modification.loans acquired from Citizens categorized by their origination date:


Regulatory guidance requires loans to be accounted for as collateral-dependent loans when borrowers have filed Chapter 7 bankruptcy, the debt has been discharged by the bankruptcy court, and the borrower has not reaffirmed the debt. The filing of bankruptcy is deemed to be evidence that the borrower is in financial difficulty and the discharge of the debt by the bankruptcy court is deemed to be a concession granted to the borrower.
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
March 31, 202420242023202220212020PriorCost BasisTotal
Commercial and industrial
Pass$11,932 $66,867 $46,209 $72,430 $41,097 $39,592 $99,859 $377,986 
Special mention     13  13 
Substandard378 571 2,609 720 579 2,385 22,529 29,771 
Total$12,310 $67,438 $48,818 $73,150 $41,676 $41,990 $122,388 $407,770 
YTD Gross Charge-offs$ $ $ $56 $ $ $250 $306 
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
December 31, 202320232022202120202019PriorCost BasisTotal
Commercial and industrial
Pass$70,494 $47,473 $76,605 $47,688 $21,820 $18,328 $111,546 $393,954 
Special mention— 33 — 2,600 22 — 70 2,725 
Substandard379 2,748 854 775 923 1,538 23,055 30,272 
Total$70,873 $50,254 $77,459 $51,063 $22,765 $19,866 $134,671 $426,951 

Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
March 31, 202420242023202220212020PriorCost BasisTotal
Commercial real estate -
1-4 Family
Pass$7,065 $37,204 $52,219 $30,773 $20,261 $38,973 $11,437 $197,932 
Special mention 559 436  920 648 248 2,811 
Substandard  75  247 1,313  1,635 
Total$7,065 $37,763 $52,730 $30,773 $21,428 $40,934 $11,685 $202,378 
YTD Gross Charge-offs$ $ $ $ $ $31 $ $31 
The following tables set forth the Company’s TDRs (in thousands):












21

Table of Contents
 September 30, 2017December 31, 2016
 Non-  Non- 
AccruingAccruingTotalAccruingAccruingTotal
Commercial and industrial$31
$
$31
$42
$
$42
Commercial real estate8,427

8,427
5,525

5,525
Residential real estate20,741
47
20,788
20,424
391
20,815
Home equity2,947

2,947
3,105
30
3,135
Consumer





Total$32,146
$47
$32,193
$29,096
$421
$29,517
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
December 31, 202320232022202120202019PriorCost BasisTotal
Commercial real estate -
1-4 Family
Pass$38,143 $53,907 $32,058 $21,363 $12,073 $29,846 $13,967 $201,357 
Special mention565 451 — 1,167 — 730 250 3,163 
Substandard— 77 — 250 131 1,259 — 1,717 
Total$38,708 $54,435 $32,058 $22,780 $12,204 $31,835 $14,217 $206,237 

Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
March 31, 202420242023202220212020PriorCost BasisTotal
Commercial real estate -
Hotels
Pass$1,283 $47,491 $81,289 $32,956 $3,206 $158,679 $301 $325,205 
Special mention        
Substandard    3,991 25,733  29,724 
Total$1,283 $47,491 $81,289 $32,956 $7,197 $184,412 $301 $354,929 
YTD Gross Charge-offs$ $ $ $ $ $ $ $ 
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
December 31, 202320232022202120202019PriorCost BasisTotal
Commercial real estate -
Hotels
Pass$47,739 $82,200 $33,560 $3,327 $58,384 $101,740 $305 $327,255 
Special mention— — — — — — — — 
Substandard— — — 4,020 23,604 2,263 — 29,887 
Total$47,739 $82,200 $33,560 $7,347 $81,988 $104,003 $305 $357,142 

22

Table of Contents
 New TDRs
 Nine months ended September 30,
 20172016
 PrePost PrePost
 ModificationModification ModificationModification
 OutstandingOutstanding OutstandingOutstanding
Number ofRecordedRecordedNumber ofRecordedRecorded
ContractsInvestmentInvestmentContractsInvestmentInvestment
Commercial and industrial
$
$

$
$
Commercial real estate


1
2,207
2,207
Residential real estate27
3,009
3,009
30
2,924
2,924
Home equity7
145
145
7
190
190
Consumer





Total34
$3,154
$3,154
38
$5,321
$5,321
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
March 31, 202420242023202220212020PriorCost BasisTotal
Commercial real estate -
Multi-family
Pass$719 $7,177 $20,881 $27,328 $63,118 $66,753 $579 $186,555 
Special mention        
Substandard        
Total$719 $7,177 $20,881 $27,328 $63,118 $66,753 $579 $186,555 
YTD Gross Charge-offs$ $ $ $ $ $ $ $ 
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
December 31, 202320232022202120202019PriorCost BasisTotal
Commercial real estate -
Multi-family
Pass$6,925 $21,320 $28,268 $63,750 $38,007 $29,814 $1,081 $189,165 
Special mention— — — — — — — — 
Substandard— — — — — — — — 
Total$6,925 $21,320 $28,268 $63,750 $38,007 $29,814 $1,081 $189,165 

Note F – Long-Term Debt

The components of long-term debt are summarized below (in thousands):
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
March 31, 202420242023202220212020PriorCost BasisTotal
Commercial real estate -
Non Residential Non-Owner Occupied
Pass$7,100 $117,981 $117,295 $97,393 $56,351 $228,071 $27,051 $651,242 
Special mention   99 655 24,730  25,484 
Substandard   144 2,217 3,522  5,883 
Total$7,100 $117,981 $117,295 $97,636 $59,223 $256,323 $27,051 $682,609 
YTD Gross Charge-offs$ $ $ $ $ $ $ $ 
23

Table of Contents
 September 30, 2017December 31, 2016
Junior subordinated debentures owed to City Holding Capital Trust III, due 2038, interest at a rate of 4.82% and 4.35%, respectively$16,495
$16,495
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
December 31, 202320232022202120202019PriorCost BasisTotal
Commercial real estate -
Non Residential Non-Owner Occupied
Pass$117,515 $119,382 $99,210 $59,083 $64,332 $156,941 $32,111 $648,574 
Special mention— — 102 731 165 24,747 — 25,745 
Substandard— — 145 2,395 79 3,652 — 6,271 
Total$117,515 $119,382 $99,457 $62,209 $64,576 $185,340 $32,111 $680,590 
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
March 31, 202420242023202220212020PriorCost BasisTotal
Commercial real estate -
Non Residential Owner Occupied
Pass$4,098 $42,164 $30,613 $40,609 $16,334 $71,192 $2,673 $207,683 
Special mention   153  3,216 86 3,455 
Substandard 3,890 887 1,984 1,179 12,998 364 21,302 
Total$4,098 $46,054 $31,500 $42,746 $17,513 $87,406 $3,123 $232,440 
YTD Gross Charge-offs$ $ $ $ $ $ $ $ 
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
December 31, 202320232022202120202019PriorCost BasisTotal
Commercial real estate -
Non Residential Owner Occupied
Pass$41,481 $34,320 $42,203 $16,990 $21,772 $52,363 $6,060 $215,189 
Special mention— — 164 — 2,880 431 188 3,663 
Substandard3,957 909 2,010 1,212 1,335 11,792 261 21,476 
Total$45,438 $35,229 $44,377 $18,202 $25,987 $64,586 $6,509 $240,328 
24

Table of Contents
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
March 31, 202420242023202220212020PriorCost BasisTotal
Commercial real estate -
Total
Pass$20,265 $252,016 $302,297 $229,059 $159,269 $563,667 $42,045 $1,568,618 
Special mention 559 436 252 1,574 28,594 334 31,749 
Substandard 3,890 962 2,128 7,634 43,566 364 58,544 
Total$20,265 $256,465 $303,695 $231,439 $168,477 $635,827 $42,743 $1,658,911 
YTD Gross Charge-offs$ $ $ $ $ $31 $ $31 
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
December 31, 202320232022202120202019PriorCost BasisTotal
Commercial real estate -
Total
Pass$251,802 $311,129 $235,298 $164,514 $194,569 $370,704 $53,522 $1,581,538 
Special mention565 451 266 1,898 3,045 25,909 438 32,572 
Substandard3,957 986 2,155 7,877 25,148 18,968 261 59,352 
Total$256,324 $312,566 $237,719 $174,289 $222,762 $415,581 $54,221 $1,673,462 
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
March 31, 202420242023202220212020PriorCost BasisTotal
Residential real estate
Performing$41,448 $228,544 $384,545 $307,583 $243,604 $505,442 $72,281 $1,783,447 
Non-performing  137 183 360 2,072 565 3,317 
Total$41,448 $228,544 $384,682 $307,766 $243,964 $507,514 $72,846 $1,786,764 
YTD Gross Charge-offs$ $ $18 $ $ $1 $ $19 
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
December 31, 202320232022202120202019PriorCost BasisTotal
Residential real estate
Performing$234,802 $392,865 $314,617 $250,030 $109,736 $410,925 $72,324 $1,785,299 
Non-performing$161 $119 $183 $26 $713 $1,349 $299 $2,850 
Total$234,963 $392,984 $314,800 $250,056 $110,449 $412,274 $72,623 $1,788,149 
25

Table of Contents
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
March 31, 202420242023202220212020PriorCost BasisTotal
Home equity
Performing$6,265 $28,636 $13,355 $5,874 $3,521 $7,507 $105,878 $171,036 
Non-performing    14  242 256 
Total$6,265 $28,636 $13,355 $5,874 $3,535 $7,507 $106,120 $171,292 
YTD Gross Charge-offs$ $ $ $ $ $19 $8 $27 
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
December 31, 202320232022202120202019PriorCost BasisTotal
Home equity
Performing$29,611 $13,921 $6,218 $3,826 $2,510 $5,108 $105,896 $167,090 
Non-performing— — — 14 — — 97 111 
Total$29,611 $13,921 $6,218 $3,840 $2,510 $5,108 $105,993 $167,201 
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
March 31, 202420242023202220212020PriorCost BasisTotal
Consumer
Performing$6,125 $29,723 $15,947 $3,920 $2,699 $3,029 $2,113 $63,556 
Non-performing        
Total$6,125 $29,723 $15,947 $3,920 $2,699 $3,029 $2,113 $63,556 
YTD Gross Charge-offs$ $14 $29 $ $ $71 $1 $115 
Revolving
Term LoansLoans
Amortized Cost Basis by Origination Year and Risk LevelAmortized
December 31, 202320232022202120202019PriorCost BasisTotal
Consumer
Performing$33,700 $18,293 $4,531 $3,148 $2,120 $1,645 $1,809 $65,246 
Non-performing— — — — — — — — 
Total$33,700 $18,293 $4,531 $3,148 $2,120 $1,645 $1,809 $65,246 
26

Table of Contents

Note G -    Derivative Instruments

The Company formed a statutoryhas exposure to certain risks arising from both its business trust, City Holding Capital Trust III (“Capital Trust III”), under the laws of Delaware.  Capital Trust III was created for the exclusive purpose of (i) issuing trust-preferred capital securities (“Capital Securities”), which represent preferred undivided beneficial interests in the assets of the trust, (ii) using the proceeds from the sale of the Capital Securities to acquire junior subordinated debentures (“Debentures”) issued by the Company,operations and (iii) engaging in only those activities necessary or incidental thereto.  The trust is considered a variable interest entity for which the Company is not the primary beneficiary.  Accordingly, the accounts of the trust are not included in the Company’s consolidated financial statements.

Distributions on the Debentures are cumulative and will be payable quarterly at aneconomic conditions including interest rate risk which are managed through use of 3.50% over the three month LIBOR rate, reset quarterly.  Interest payments are due in March, June, September and December.derivative instruments. The Debentures are redeemable prior to maturity at the option of the Company (i) in whole at any time or in part from time to time, or (ii) in whole, but not in part, at any time within 90 days following the occurrence and during the continuation of certain predefined events.

Payments of distributions on the Capital Securities and payments on redemption of the Capital Securities are guaranteed by the Company.  The Company also entered into an agreement as to expenses and liabilitiesCompany's maintains non-hedging interest swap derivatives with the trust pursuant to which it agreed, on a subordinated basis, to pay any cost, expenses or liabilities of the trust other than those arising under the Capital Securities.  The obligations of the Company under the Debentures, the related indentures, the trust agreement establishing the trust, the guarantees and the agreements as to expenses and liabilities, in the aggregate, constitute a full and unconditional guarantee by the Company of the trust’s obligations under the Capital Securities.  The Capital Securities issued by the statutory business trust qualify as Tier 1 capital for the Company under current Federal Reserve Board guidelines.

Note G – Derivative Instruments

The Company enters into derivative transactions principally to protect against the risk of adverse price or interest rate movements on the value of certain assets and liabilities on future cash flows. As of September 30, 2017 and December 31, 2016,customer counterparties. Additionally, the Company has derivative financial instruments not included in hedge relationships.  These derivatives consist of interest rate swaps and floors used for interest rate management purposes and derivatives executed with commercial banking customers to facilitate their interest rate management strategies. For the majority of these instruments the Company acts as an intermediary for its customers. Changes in the fair value of the underlying derivative contracts for the most part offset each other and do not significantly impact the Company's results of operations. The Company also has an interest rate swap that serves as a fair value hedge for changes in long term fixed interest rates related to commercial real estate loans. Hedge ineffectiveness is assessed quarterlyderivative relationships on certain available-for-sale securities and any ineffectiveness is recorded as non-interest expense. For the three and nine months ended September 30, 2017 and 2016, hedge ineffectiveness was less than $0.1 million for each respective period.loan relationships.

The following table summarizes the notional and fair value of these derivative instruments (in thousands):
 September 30, 2017December 31, 2016
 Notional AmountFair ValueNotional AmountFair Value
     
Non-hedging interest rate derivatives:    
Customer counterparties:    
Loan interest rate swap - assets$318,072
$7,570
$234,806
$7,352
Loan interest rate swap - liabilities225,990
6,881
207,201
8,111
     
Non-hedging interest rate derivatives:    
Financial institution counterparties:    
Loan interest rate swap - assets232,665
6,903
207,201
8,111
Loan interest rate swap - liabilities311,484
7,575
241,995
7,360
     
Derivatives designated as hedges of fair value:    
Financial institution counterparties:    
Loan interest rate swap - liabilities4,326
2
4,626
12

The following table summarizes the change in fair value of these derivative instruments (in thousands):
 Three months ended September 30,Nine months ended September 30,
2017201620172016
Change in fair value non-hedging interest rate derivatives:    
Other (income) expense - derivative asset$(1,897)$2,244
$(3,315)$(15,846)
Other expense (income) - derivative liability1,897
(2,317)3,315
16,181
Other expense (income) - derivative asset6

30

     
Change in fair value hedging interest rate derivatives:    
Hedged item - derivative asset
(45)3
119
Other income (expense) - derivative liability with financial institution counterparties
6

10
Other income (expense) - derivative asset with financial institution counterparties(3)
6



Certain financial instruments, including derivatives, may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements. The Company's derivative transactions with financial institution counterparties are generally executed under International Swaps and Derivative Association ("ISDA") master agreements which include "right of setoff" provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset financial instruments for financial reporting purposes. Information about

Pursuant to the Company's agreements with certain of its derivative financial institution counterparties, the Company may receive collateral or post collateral, which may be in the form of cash or securities, based upon mark-to-mark positions. The Company has received collateral with a value of $67.1 million and $55.6 million as of March 31, 2024 and December 31, 2023, respectively.

Non-hedging interest rate derivatives

As of March 31, 2024 and December 31, 2023, the Company primarily utilizes non-hedging derivative financial instruments that are eligiblewith commercial banking customers to facilitate their interest rate management strategies. For these instruments, the Company acts as an intermediary for offsetits customers and has offsetting contracts with financial institution counterparties. Changes in the consolidated balance sheet asfair value of September 30, 2017 is presentedthese underlying derivative contracts generally offset each other and do not significantly impact the Company's results of operations.

The following table summarizes the notional and fair value of these derivative instruments (in thousands):
March 31, 2024December 31, 2023
Notional AmountFair ValueNotional AmountFair Value
Non-hedging interest rate derivatives:
Customer counterparties:
Loan interest rate swap - assets$48,287 $1,548 $61,242 $2,176 
Loan interest rate swap - liabilities562,726 53,897 555,693 46,402 
Non-hedging interest rate derivatives:
Financial institution counterparties:
Loan interest rate swap - assets580,726 55,141 573,693 47,555 
Loan interest rate swap - liabilities48,287 1,548 61,242 2,176 

The following table summarizes the change in the following tablesfair value of these derivative instruments (in thousands):

 Three months ended March 31,
20242023
Change in Fair Value Non-Hedging Interest Rate Derivatives:  
Other income (expense) - derivative assets$6,866 $(16,130)
Other (expense) income - derivative liabilities(6,866)16,130 
Other income (expense) - derivative liabilities92 (198)


    Gross Amounts  
    Not Offset in the  
    Balance Sheet  
      Total 
      of Gross 
      Amounts 
      Not Offset in 
      the Statement 
      of Financial 
      Position 
    Netting Including 
  GrossNet AmountsAdjustment Applicable 
  Amountsof Assetsper Netting 
 GrossOffset in thePresented inApplicable Agreement 
 Amounts ofStatement ofthe StatementMasterFair Valueand Fair 
 RecognizedFinancialof FinancialNettingof FinancialValue of 
DescriptionAssetsPositionPositionArrangementsCollateralCollateralNet Amount
 (a)(b)(c)=(a)-(b)  (d)(c)-(d) *
Non-hedging derivative assets:      
Interest rate swap agreements - customer counterparties$7,570
$
$7,570
$
$7,570
$7,570
$
Interest rate swap agreements - financial institution counterparties$6,903
$
$6,903
$
$
$
$6,903


    Gross Amounts  
    Not Offset in the  
    Balance Sheet  
      Total 
      of Gross 
      Amounts 
      Not Offset in 
      the Statement 
      of Financial 
      Position 
    Netting Including 
  GrossNet AmountsAdjustment Applicable 
  Amountsof Liabilitiesper Netting 
 GrossOffset in thePresented inApplicable Agreement 
 Amounts ofStatement ofthe StatementMasterFair Valueand Fair 
 RecognizedFinancialof FinancialNettingof FinancialValue of 
DescriptionLiabilitiesPositionPositionArrangementsCollateralCollateralNet Amount
 (a)(b)(c)=(a)-(b)  (d)(c)-(d) *
Non-hedging derivative liabilities:      
Interest rate swap agreements - customer counterparties$6,881
$
$6,881
$
$6,881
$6,881
$
Interest rate swap agreements - financial institution counterparties$7,575
$
$7,575
$
$16,459
$16,459
$
        
Hedging derivative liabilities:      
Interest rate swap agreements- financial institution counterparties$2
$
$2
$
$3
$3
$
        
*For instances where the fair value of financial collateral meets or exceeds the amounts presented in the Statement of Financial Position, no value is displayed to represent full collateralization.


Note H – Employee Benefit Plans

PursuantLoans associated with a customer counterparty loan interest rate swap agreement may be subject to the termsa make whole penalty upon termination of the City Holdingagreement. The dollar amount of the make whole penalty varies based on the remaining term of the agreement and market rates at that time. The make whole penalty is secured by equity in the specific collateral securing the loan. The Company 2003 Incentive Planestimates the make whole penalty when determining if there is sufficient collateral to pay off both the potential make whole penalty and the City Holding Company 2013 Incentive Plan (the "2003 Plan” and "2013 Plan", respectively),outstanding loan balance at the Compensation Committeeorigination of the Board of Directors, or its delegate, may, from time to time, grant stock options, stock appreciation rights (“SARs”), or restricted stock awards to employees, directors and individuals who provide service to the Company (collectively, "Plan Participants").  The 2003 Plan expired in April of 2013 and the 2013 Plan was approved by the Company's shareholders in April 2013. A maximum of 750,000 shares of the Company’s common stock may be issued upon the exercise of stock options, SARs and stock awards under the 2013 Plan.  These limitations may be adjusted inloan. In the event of a change in customer default,
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the number ofmake whole penalty is capitalized into the existing loan balance; however, no guarantees can be made that the collateral will be sufficient to cover both the make whole provision and the outstanding shares of common stock by reason of a stock dividend, stock split or other similar event.  Specific terms of options and SARs awarded, including vesting periods, exercise prices (stock price at date of grant) and expiration dates are determinedloan balance at the datetime of grant and are evidenced by agreements betweenforeclosure.

Fair Value Hedges

During the year ended December 31, 2020, the Company andentered into a series of fair value hedge agreements to reduce the awardee.  The exercise price of the option grants equals the market price of the Company’s common stock on the date of grant.  All incentive stock options and SARs will be exercisable up to 10 years from the date granted and all options and SARs are exercisable for the period specified in the individual agreement. As of September 30, 2017, approximately 560,000 shares were still available to be issued under the 2013 Plan.

Each award from the 2003 Plan and 2013 Plan is evidenced by an award agreement that specifies the option price, the duration of the option, the number of shares to which the option pertains, and such other provisions as the Compensation Committee, or its delegate, determines.  The option price for each grant is equal to the fair market value of a share of the Company’s common stock on the date of the grant.  Options granted expire at such time as the Compensation Committee, or its delegate, determines at the date of the grant and in no event does the exercise period exceed a maximum of ten years.  Upon a change-in-control of the Company, as defined in the 2003 Plan and 2013 Plan, all outstanding options and awards shall immediately vest.

Certain stock options and restricted stock awards granted pursuant to the 2013 Plan have performance-based vesting requirements. These shares will vest in three separate annual installments of approximately 33.33% per installment on the third, fourth and fifth anniversaries of the grant date, subject further to performance-based vesting requirements. The performance-based vesting requirements are as follows:

* First Installment – the mean return on average assets of the Company (excluding merger and acquisition expenses and other nonrecurring items as determined by the Board of Directors of the Company) of the three years immediately prior to the vesting date is equal to or exceeds the median return on average assets over the 20 year period immediately preceding the vesting date of all FDIC insured depository institutions.

* Second Installment – the mean return on average assets of the Company (excluding merger and acquisition expenses and other nonrecurring items as determined by the Board of Directors of the Company) of the four years immediately prior to the vesting date is equal to or exceeds the median return on average assets over the 20 year period immediately preceding the vesting date of all FDIC insured depository institutions.

* Third Installment – the mean return on average assets of the Company (excluding merger and acquisition expenses and other nonrecurring items as determined by the Board of Directors of the Company) of the five years immediately prior to the vesting date is equal to or exceeds the median return on average assets over the 20 year period immediately preceding the vesting date of all FDIC insured depository institutions.


Stock Options
A summary of the Company’s stock option activity and related information is presented below:
 Nine months ended September 30,
 20172016
OptionsWeighted-Average Exercise PriceOptionsWeighted-Average Exercise Price
Outstanding at January 186,613
$41.08
95,015
$38.38
Granted17,631
66.32
24,348
43.73
Exercised(16,639)35.91
(21,000)33.57
Outstanding at September 3087,605
$47.15
98,363
$40.76
     
Exerciseable at September 307,887
$37.37
14,750
$36.53
Information regarding stock option exercises and stock-based compensation expenseinterest rate risk associated with stock options is providedthe change in the following table (in thousands):    
 Nine months ended September 30,
 20172016
Proceeds from stock option exercises$597
$705
Intrinsic value of stock options exercised481
317
   
Stock-based compensation expense associated with stock options$186
$180
   
At period-end:September 30, 2017 
Unrecognized stock-based compensation expense associated with stock options$442
 
Weighted average period (in years) in which the above amount is expected to be  
   recognized2.7
 

Shares issued in connection with stock option exercises are issued from available treasury shares. If no treasury shares are available, new shares would be issued from available authorized shares. During the nine months ended September 30, 2017 and 2016, all shares issued in connection with stock option exercises were issued from available treasury stock. For the stock options that have performance-based criteria, management has evaluated those criteria and has determined that, as of September 30, 2017, the criteria were probable of being met.

Additional information regarding stock options outstanding and exercisable at September 30, 2017, is provided in the following table:
Ranges of Exercise PricesNo. of Options OutstandingWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value (in thousands)No. of Options Currently ExercisableWeighted-Average Exercise Price of Options Currently ExercisableWeighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value of Options Currently Exercisable (in thousands)
$30.00 - $34.99500
$30.38
1.121
500
$30.38
1.1
$21
35.00 - 39.9920,854
37.13
5.2725
5,379
35.39
4.5
196
40.00 - 44.9935,659
43.95
7.8997
2,008
44.43
6.5
55
45.00 - 49.9912,961
46.61
7.4328




50.00 - 70.0017,631
66.32
9.4$99



$
 87,605
  $2,170
7,887
  $272

The fair value of certain securities. The total notional amount of these agreements was $150 million and the options is estimated atamortized cost of the datehedged assets was $299.2 million and $303.7 million as of grant using a Black-Scholes option-pricing model.   The following weighted average assumptions were used to estimateMarch 31, 2024 and December 31, 2023, respectively. During the three months ended March 31, 2024 and 2023, the fair value hedge agreements were effective. The gains or losses on these hedges are recognized in current earnings as fair value changes.

The following table summarizes the financial statement impact of options granted:these derivative instruments (in thousands):


March 31, 2024December 31, 2023
Investment securities available for sale, at fair value$(9,979)$(10,075)
Other assets9,850 10,095 
Cumulative adjustment to Interest and dividends on investment securities129 (20)


In addition to the agreements entered into in the year ended December 31, 2020, the Company has less than $1.0 million of other fair value hedges to reduce the interest rate risk associated with the change in fair value of certain securities as of March 31, 2024 and December 31, 2023.

During the three months ended March 31, 2024, the Company entered into a fair value hedge agreement to reduce the interest rate risk associated with the change in fair value of certain loans. The total notional amount of these agreements was $100 million. During the three months ended March 31, 2024, the fair value hedge agreements were effective. The gains or losses on these hedges are recognized in current earnings as fair value changes.

The following table summarizes the financial statement impact of these derivative instruments (in thousands):

March 31, 2024
Gross loans$(1,673)
Other assets1,654
Cumulative adjustment to Interest and fees on loans19


Note H -     Employee Benefit Plans
 Nine months ended September 30,
 20172016
Risk-free interest rate2.12%1.43%
Expected dividend yield2.60%3.86%
Volatility factor25.80%30.76%
Expected life of option7.0 years
7.0 years


Restricted Shares, Restricted Stock Units ("RSUs"), Performance Share Units ("PSUs")


The Company records compensation expense with respect to restricted shares, RSUs and PSUs (collectively, the "restricted shares") in an amount equal to the fair value of the common stock covered by each award on the date of grant. TheThese restricted shares awarded become fully vested after various periods of continued employment from the respective dates of grant. The Company is entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted shares when the restrictions are released and the shares are issued. Compensation is being charged to expense over the respective vesting periods.


Restricted shares are forfeited if the awardeeawarded officer or employee terminates his employment with the Company prior to the lapsing of restrictions. The Company records forfeitures of restricted stock as treasury share repurchases and any compensation cost previously recognized is reversed in the period of forfeiture.  Recipients of restricted shares do not pay any cash consideration to the Company for the shares, and, except for restricted stock units and performance share units, have the right to vote all shares subject to such grant and receive all dividends with respect to such shares, whether or not the shares have vested.  For restricted shares that have performance-based criteria, management has evaluated those criteria and has determined that, as of September 30, 2017,March 31, 2024, the criteria were probable of being met.


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A summary of the Company’s restricted shares activity and related information is presented below:
Three months ended March 31,
 20242023
Restricted AwardsAverage Market Price at GrantRestricted AwardsAverage Market Price at Grant
Outstanding at January 1135,558 $79.19 140,606 $73.87 
Granted23,301 99.60 17,728 95.64 
Vested(26,943)75.55 (25,451)74.57 
Outstanding at March 31131,916 $81.83 132,883 $75.48 
 Nine months ended September 30,
 20172016
Restricted AwardsAverage Market Price at GrantRestricted AwardsAverage Market Price at Grant
Outstanding at January 1182,122
$39.40
172,921
$37.83
Granted27,339
64.42
28,801
46.16
Forfeited(1,850)42.25
(500)46.54
Vested(37,278)35.02
(22,200)33.81
Outstanding at September 30170,333
$44.35
179,022
$39.21


Information regarding stock-based compensation associated with restricted shares is provided in the following table (in thousands):

Three months ended March 31,
20242023
Stock-based compensation expense associated with restricted shares$748 $708 
At period-end:March 31, 2024
Unrecognized stock-based compensation expense associated with restricted shares$5,600 
Weighted average period (in years) in which the above amount is expected to be recognized2.96
 Nine months ended September 30,
 20172016
Stock-based compensation expense associated with restricted shares$1,107
$1,010
   
At period-end:September 30, 2017 
Unrecognized stock-based compensation expense associated with restricted shares$3,606
 
Weighted average period (in years) in which the above amount is expected to be  
   recognized3.4
 


Shares issued in connectionconjunction with restricted stock awards are issued from available treasury shares. If no treasury shares are available, new shares would be issued from available authorized shares. During the ninethree months ended September 30, 2017March 31, 2024 and 2016,2023, all shares issued in connection with restricted stock awards were issued from available treasury stock.




Benefit Plans
 
The Company provides retirement benefits to its employees through the City Holding Company 401(k) Plan and Trust (the “401(k) Plan”), which is intended to be compliant with Employee Retirement Income Security Act (ERISA) section 404(c). The Company also maintains twoa frozen defined benefit pension plansplan (the “Defined Benefit Plans”Plan”), which werewas inherited from the Company's acquisition of the plan sponsorssponsor (Horizon Bancorp, Inc.). The Defined Benefit Plan was frozen in 1999 and Community Financial Corporation).maintains a December 31st year-end for purposes of computing its benefit obligations.


The following table presents detailsthe components of the Company's activities pursuant to these plansnet periodic benefit cost, which is included in the line item "other expenses" in the consolidated statements of income (in thousands):
Three months ended March 31,
20242023
Components of net periodic cost:  
Interest cost$129 $137 
Expected return on plan assets(207)(210)
Net amortization and deferral93 86 
Net Periodic Pension Cost$15 $13 
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 Three months ended September 30,Nine months ended September 30,
2017201620172016
Components of net periodic cost:    
Interest cost$193
$205
$579
$615
Expected return on plan assets(294)(288)(883)(865)
Net amortization and deferral212
212
641
636
Net Periodic Pension Cost$111
$129
$337
$386
     
401(k) Plan expense$207
$197
$654
$615
     
Defined Benefit Plan contributions$
$
$
$

Note I -         Commitments and Contingencies


Credit-Related Financial Instruments

The Company is a party to certain financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  The Company has entered into agreements with certain customers to extend credit or provide a conditional commitment to provide payment on drafts presented in accordance with the terms of the underlying credit documents. The Company also provides overdraft protection to certain demand deposit customers that represent an unfunded commitment.  Overdraft protection commitments, which are included with other commitments below, are uncollateralized and are paid at the Company’s discretion.  Conditional commitments generally include standby and commercial letters of credit. Standby letters of credit represent an obligation of the Company to a designated third party contingent upon the failure of a customer of the Company to perform under the terms of the underlying contract between the customer and the third party. Commercial letters of credit are issued specifically to facilitate trade or commerce. Under the terms of a commercial letter of credit, drafts will be drawn when the underlying transaction is consummated, as intended, between the customer and a third party. The majority of the Company's commitments have variable interest rates. The funded portion of these financial instruments is reflected in the Company’s balance sheet, while the unfunded portion of these commitments is not reflected in the balance sheet.  

The table below presents a summary of the contractual obligations of the Company resulting from significant commitments (in thousands):

September 30, 2017December 31, 2016
March 31, 2024March 31, 2024December 31, 2023
Commitments to extend credit: Commitments to extend credit: 
Home equity lines$194,818
$185,553
Commercial real estate65,071
98,883
Other commitments195,157
203,103
Standby letters of credit7,240
5,014
Commercial letters of credit966
1,859
 
Loan commitments and standby and commercial letters of credit have credit risks essentially the same as those involved in extending loans to customers and are subject to the Company’s standard credit policies. Collateral is obtained based on management’s credit assessment of the customer. Management does not anticipate any material losses as a result of these commitments.


TheLitigation

In addition, the Company is engaged in various legal actions that it deems to be in the ordinary course of business. As these legal actions are resolved, the Company could realize positive and/or negative impact to its financial performance in the period in which these legal actions are ultimately resolved. There can be no assurance that current legal actions will have an immaterial impact on financial results, either positive or negative, or that no material legal actions may be presented in the future.

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Note J -         Accumulated Other Comprehensive Loss


The activity in accumulated other comprehensive loss is presented in the tables below (in thousands). All amounts are shown net of tax, which is calculated using a combined federal and state income tax rate approximating 37%24%.

Three months ended March 31,
Defined
BenefitSecurities
PensionAvailable-
Plan-for-SaleTotal
2024
Beginning Balance$(2,581)$(107,958)$(110,539)
   Other comprehensive (loss) before reclassifications (11,066)(11,066)
   Amounts reclassified from other comprehensive income 1 1 
 (11,065)(11,065)
Ending Balance$(2,581)$(119,023)$(121,604)
2023
Beginning Balance$(3,422)$(128,066)$(131,488)
   Other comprehensive income before classifications— 15,687 15,687 
   Amounts reclassified from other comprehensive income— (588)(588)
— 15,099 15,099 
Ending Balance$(3,422)$(112,967)$(116,389)
Amounts reclassified from Other Comprehensive (Loss) Income
Three months endedAffected line item
March 31,in the Consolidated Statements
20242023of Income
Securities available-for-sale:
Net securities (losses) gains reclassified into earnings$(1)$773 (Losses) gains on sale of investment securities, net
Related income tax expense (185)Income tax expense (benefit)
Net effect on accumulated other comprehensive loss$(1)$588 
 

31
 Accumulated Other Comprehensive Income (Loss)
  Unrealized 
  Gains (Losses) on 
 Defined BenefitSecurities 
 Pension PlansAvailable-for-SaleTotal
    
Balance at December 31, 2015$(4,759)$927
$(3,832)
    
   Other comprehensive income before reclassifications
7,301
7,301
   Amounts reclassified from other comprehensive loss
(2,215)(2,215)
 
5,086
5,086
    
Balance at September 30, 2016$(4,759)$6,013
$1,254
    
Balance at December 31, 2016$(4,660)$(2,352)$(7,012)
    
   Other comprehensive income before reclassifications
5,933
5,933
   Amounts reclassified from other comprehensive loss
(2,698)(2,698)
 
3,235
3,235
    
Balance at September 30, 2017$(4,660)$883
$(3,777)


Table of Contents
 Amount reclassified from Other Comprehensive Loss 
 Three months endedNine months endedAffected line item
 September 30,September 30,in the Statements
 2017201620172016of Income
      
Securities available-for-sale:     
Net securities gains reclassified into earnings$
$(2,668)$(4,276)$(3,513)Security gains (losses)
Related income tax expense
985
1,578
1,298
Income tax expense
  Net effect on accumulated other comprehensive loss$
$(1,683)$(2,698)$(2,215) 


Note K - Earnings per Share


The following table sets forth the computation of basic and diluted earnings per share using the two class method (in thousands, except per share data): 
Three months ended March 31,
20242023
Net income available to common shareholders$29,523 $24,341 
Less: earnings allocated to participating securities(261)(214)
Net earnings allocated to common shareholders$29,262 $24,127 
Distributed earnings allocated to common stock$10,505 $9,833 
Undistributed earnings allocated to common stock18,757 14,294 
Net earnings allocated to common shareholders$29,262 $24,127 
Average shares outstanding14,795 14,818 
Effect of dilutive securities:  
Employee stock awards24 26 
Shares for diluted earnings per share14,819 14,844 
Basic earnings per share$1.98 $1.63 
Diluted earnings per share$1.97 $1.63 

Anti-dilutive options are not included in the computation of diluted earnings per share because the options’ exercise price was greater than the average market price of the common shares and therefore, the effect would have been anti-dilutive. Anti-dilutive options were not significant for any of the periods shown above.

 Three months ended September 30,Nine months ended September 30,
2017201620172016
Distributed earnings allocated to common stock$6,797
$6,376
$20,391
$19,128
Undistributed earnings allocated to common stock6,981
6,699
23,767
17,901
Net earnings allocated to common shareholders$13,778
$13,075
$44,158
$37,029
     
Average shares outstanding15,485
14,899
15,391
14,902
Effect of dilutive securities: 
 
  
Employee stock awards20
11
24
11
Shares for diluted earnings per share15,505
14,910
15,415
14,913
     
Basic earnings per share$0.89
$0.88
$2.87
$2.48
Diluted earnings per share$0.89
$0.88
$2.86
$2.48
Note L -     Fair Value Measurements


Fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:


Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date.


Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.


Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.


The Company bases fair value of assets and liabilities on quoted market prices, prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.  If such information is not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters.  Valuation adjustments may be made to ensure that financial instruments are recorded at fair value.  These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters.  Any such valuation adjustments are applied consistently over time.  The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.  Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amountamounts presented herein.  A more detailed description of the valuation methodologies used for assets and liabilities
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measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.


Financial Assets and Liabilities


The Company used the following methods and significant assumptions to estimate fair value for financial assets and liabilities measured on a recurring basis.


Securities Available for Sale.  Securities available for sale are reported at fair value utilizing Level 1, Level 2, and Level 3 inputs.  The fair value of securities available for sale is determined by utilizing a market approach by obtaining quoted prices on nationally recognized securities exchanges (other than forced or distressed transactions) that occur in sufficient volume or matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities.  If such measurements are unavailable, the security is classified as Level 3.  Significant judgment is required to make this determination.


The Company utilizes a third party pricing service provider to value its Level 1 and Level 2 investment securities.  Annually, the Company obtains an independent auditor’s report from its third party pricing service provider regarding its controls over investment securities. Although no control deficiencies were noted, the report did contain caveats and disclaimers regarding the pricing information, such as the Company should review fair values for reasonableness.  On a quarterly basis, the Company selects a sample ofreprices its debt securities and reprices those securities with a third party that is independent of the primary pricing service provider to verify the reasonableness of the fair values. In addition, the Company selects a sample of securities and reviews the underlying support from the primary pricing service provider.


In prior years, the Company determined that its pooled trust preferred securities should be priced using Level 3 inputs in accordance with ASC Topic 820 and guidance issued by the SEC.  The Company determined that there were few observable transactions and market quotations available for pooled trust preferred securities and that they were not reliable for purposes of determining fair value.  Due to these circumstances, the Company elected to utilize an income valuation approach produced by a third party pricing source.  This third party model utilized deferral and default probabilities for the underlying issuers, estimated prepayment rates and assumed no future recoveries of any defaults or deferrals.  The Company then compared the values provided by the third party model with other external sources.  As of September 30, 2017, the Company no longer has any pooled trust preferred securities.

Derivatives.Derivatives are reported at fair value utilizing Level 2 inputs.  The Company utilizes a market approach by obtaining dealer quotations to value its customer interest rate swaps.  The Company’s derivatives are included within its Other Assets"other assets" and Other Liabilities"other liabilities" in the accompanying consolidated balance sheets. Derivative assets are typically secured through securities with financial counterparties or cross collateralization with a borrowing customer. Derivative liabilities are typically secured throughby the Company pledging securities to financial counterparties or, in the case of a borrowing customer, by the right of setoff. The Company considers factors such as the likelihood of default by itself and its counterparties, right of setoff, and remaining maturities in determining the appropriate fair value adjustments. All derivative counterparties approved by the Company's Asset and Liability Committee ("ALCO") are regularly reviewed, and appropriate business action is taken to adjust the exposure to certain counterparties, if necessary. Counterparty exposure is evaluated by netting positions that are subject to master netting agreements, as well as considering the amount of marketable collateral securing the position. This approach used to estimate impacted exposures to counterparties is also used by the Company to estimate its own credit risk in derivative liability positions. To date, no material losses have been incurred due to a counterparty's inability to pay any undercollateralized position. There was no significant change in the value of derivative assets and liabilities attributed to credit risk that would have resulted in a derivative credit risk valuation adjustment at September 30, 2017.March 31, 2024.


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The Company may be required, from time to time, to measure certain financial assets and financial liabilities at fair value on a nonrecurring basis.  Financial assets measured at fair value on a nonrecurring basis include impairedindividually evaluated loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral.  Collateral values are estimated using Level 23 inputs based on observable market data for both real estate collateral or Level 3 inputs forand non-real estate collateral.  The following table presents assets and liabilities measured at fair value (in thousands):

TotalLevel 1Level 2Level 3
March 31, 2024    
Recurring fair value measurements    
Financial Assets    
Obligations of states and political subdivisions$210,524 $ $210,524 $ 
Mortgage-backed securities: 
U.S. Government agencies1,099,797  1,099,797  
Private label6,697  4,848 1,849 
Trust preferred securities4,449  4,449  
Corporate securities26,190  26,190  
Marketable equity securities7,253 2,930 4,323  
Derivative assets68,216  68,216  
Financial Liabilities    
Derivative liabilities55,445  55,445  
Nonrecurring fair value measurements    
Non-Financial Assets
     Other real estate owned752   752 
December 31, 2023    
Recurring fair value measurements    
Financial Assets    
Obligations of states and political subdivisions$212,738 $— $212,738 $— 
Mortgage-backed securities: 
U.S. Government agencies1,088,093  1,088,093  
Private label6,704  4,833 1,871 
Trust preferred securities4,278  4,278 — 
Corporate securities26,324  26,324 — 
Marketable equity securities7,538 3,093 4,445  
Certificates of deposit held for investment— — —  
Derivative assets60,527  60,527  
Financial Liabilities 
Derivative liabilities48,578  48,578  
Nonrecurring fair value measurements    
Non-Financial Assets
Other real estate owned731  — 731 

34

Table of Contents
 TotalLevel 1Level 2Level 3Total Gains (Losses)
September 30, 2017     
Recurring fair value measurements     
Financial Assets     
U.S. Government agencies$2
$
$2
$
 
Obligations of states and political subdivisions97,168

97,168

 
Mortgage-backed securities: 
    
U.S. Government agencies393,987

393,987

 
Private label690

690

 
Trust preferred securities4,944

4,683
261
 
Corporate securities22,326

22,326

 
Marketable equity securities5,017
5,017


 
Investment funds1,499
1,499


 
Derivative assets14,473

14,473

 
Financial Liabilities 
 
 
 
 
Derivative liabilities14,458

14,458

 
      
Nonrecurring fair value measurements 
 
 
 
 
Financial Assets     
Impaired loans$9,256
$
$
$9,256
$(705)
Non-Financial Assets     
     Other real estate owned3,995


3,995
(312)
Other assets



(170)
      
December 31, 2016 
 
 
 
 
Recurring fair value measurements 
 
 
 
 
Financial Assets 
 
 
 
 
U.S. Government agencies$3
$
$3
$
 
Obligations of states and political subdivisions82,368

82,368

 
Mortgage-backed securities: 
    
U.S. Government agencies330,814

330,814

 
Private label942

942

 
Trust preferred securities6,662

4,127
2,535
 
Corporate securities23,574

23,574

 
Marketable equity securities4,231
4,231


 
Investment funds1,489
1,489


 
Derivative assets15,463

15,463

 
Financial Liabilities 
    
Derivative liabilities15,483

15,483

 
      
Nonrecurring fair value measurements 
 
 
 
 
Financial Assets     
Impaired loans$6,916
$
$
$6,916
$(665)
Non-Financial Assets     
Other real estate owned4,588


4,588
(665)
Other assets625


625
(444)
Changes in Level 3 Fair Value Measurements


The following table below presents a reconcilement of the Company’s financialchanges in Level 3 assets and liabilities measuredrecorded at fair value on a recurring basis using significant unobservable inputs (Level 3), which consist solely of trust preferred securitiesduring the periods indicated (in thousands):

March 31, 2024December 31, 2023
Beginning balance$1,871 $2,459 
Changes in fair value(22)95 
Changes due to principal reduction (683)
Ending balance$1,849 $1,871 


 Nine months ended September 30,
20172016
Beginning balance$2,535
$2,096
Impairment losses on investment securities
(465)
Gains on sale of investment securities
3,978
Included in other comprehensive income(974)(2,985)
Dispositions(1,300)
Transfers into Level 3

Ending balance$261
$2,624

The Company utilizes a third party model to compute the present valueNo transfers into or out of expected cash flows which considers the structure and term of pooled trust preferred securities and the financial conditionLevel 3 of the underlying issuers.  Specifically,fair value hierarchy occurred during the third party model details interest rates, principal balances of note classes and underlying issuers, the timing and amount of interest and principal payments of the underlying issuers, and the allocation of the payments to the note classes. The current estimate of expected cash flows is based on the most recent trustee reports and any other relevant market information including announcements of interest payment deferralsthree months ended March 31, 2024 or defaults of underlying trust preferred securities. For issuing banks that have defaulted, management generally assumes no recovery. For issuing banks that have deferred interest payments, management excludes the collateral balance associated with these banks and assumes no recoveries of such collateral balance in the future. The exclusion of such issuing banks in a current deferral position is based on such bank experiencing a certain level of financial difficulty that raises doubt about its ability to satisfy its contractual debt obligation, and accordingly, the Company excludes the associated collateral balance from its estimate of expected cash flows. Other assumptions used in the estimate of expected cash flows include expected future default rates and prepayments.year ended December 31, 2023.


The table below presents a reconcilement of the Company's financial assets and liabilities measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3), which solely relates to impaired include individually evaluated loans that were remeasured and reported at fair value through a specific valuation allowance allocation of the allowance for loancredit losses based upon the fair value of the underlying collateral (in thousands).  The fair value of impairedindividually evaluated loans is estimated using one of several methods, including collateral value, liquidation value and discounted cash flows.  The significant unobservable inputs used in the fair value measurement of collateral for collateral-dependent impairedindividually evaluated loans primarily relate to discounts applied to the customers’ reported amount of collateral.  The amount of collateral discount depends upon the marketability of the underlying collateral.  DuringGenerally, the nine months ended September 30, 2017 and 2016,Company has applied collateral discounts, rangedranging from 20%10% to 30%. During the ninethree months ended September 30, 2017March 31, 2024 and 2016,2023, the company had no collateral dependent individually evaluated loans. During the three months ended March 31, 2024 and 2023, the Company had no Level 2 financial assets and liabilities that were measured on a nonrecurring basis.

 Nine months ended September 30,
20172016
   
Beginning balance$6,916
$8,482
   
Loans classified as impaired during the period2,995

Specific valuation allowance allocations(86)
Loans classified as impaired during the period, net of specific valuation allowances2,909

   
(Additional) reduction in specific valuation allowance allocations40

   
Paydowns, payoffs, other activity(609)(3,115)
   
Ending balance$9,256
$5,367


Non-Financial Assets and Liabilities


The Company has no non-financial assets or liabilities measured at fair value on a recurring basis.  Certain non-financial assets measured at fair value on a non-recurring basis include other real estate owned (“OREO”), which is measured at the lower of cost or fair value, and goodwill and other intangible assets, which are measured at fair value for impairment assessments. Thevalue.


table below presents OREO that was remeasured and reported at fair value based on significant unobservable inputs (Level 3) (in thousands):Fair Value of Financial Instruments


 Nine months ended September 30,
 20172016
   
Beginning balance$4,588
$6,518
   
OREO remeasured at initial recognition:  
   Carrying value of foreclosed assets prior to remeasurement2,743
2,528
   Charge-offs recognized in the allowance for loan losses(954)
     Fair value1,789
2,528
   
OREO remeasured subsequent to initial recognition:  
   Carrying value of foreclosed assets prior to remeasurement1,464
1,228
   Fair value1,152
829
     Write-downs included in other non-interest expense(312)(399)
   
Disposed(2,070)(3,156)
   
Ending balance$3,995
$5,491

ASC Topic 825“Financial Instruments”, “Financial Instruments,” as amended, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including discount raterates and estimate of future cash flows.  In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. ASC Topic 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions were used in estimating fair value for financial instruments:


Cash and cash equivalents: Due to their short-term nature, the carrying amounts reported in the consolidated balance sheets approximate fair value.
35


Securities:  The fair valueTable of securities, both available-for-sale and held-to-maturity, are generally based on quoted market prices or matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities.Contents

Net loans:  The fair value of the loan portfolio is estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers for the same remaining maturities. Loans were first segregated by type such as commercial, real estate and consumer, and were then further segmented into fixed, adjustable and variable rate categories. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments.

Deposits:  The fair values of demand deposits (i.e., interest and noninterest-bearing deposits, regular savings and other money market demand accounts) are, by definition, equal to their carrying values. The fair values of time deposits were estimated using discounted cash flow analyses. The discount rates used were based on rates currently offered for deposits with similar remaining maturities. The fair values of the time deposit liabilities do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value.

Short-term debt: Securities sold under agreements to repurchase represent borrowings with original maturities of less than 90 days. The carrying amount of borrowings under purchase agreements approximate their fair value.


Long-term debt: The fair value of long-term borrowings is estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements and market conditions of similar debt instruments.

Commitments and letters of credit: The fair values of commitments are estimated based on fees currently charged to enter into similar agreements, taking into consideration the remaining terms of the agreements and the counterparties’ credit standing.  The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.  The amounts of fees currently charged on commitments and letters of credit are deemed insignificant, and therefore, the estimated fair values and carrying values have not been reflected in the table below.

The following table represents the estimates of fair value of financial instruments (in thousands). This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as noninterest-bearing demand, interest-bearing demand and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity.
Carrying AmountFair ValueLevel 1Level 2Level 3
March 31, 2024     
Assets:
   Cash and cash equivalents$318,682 $318,682 $318,682 $ $ 
   Securities available-for-sale1,347,657 1,347,657  1,345,808 1,849 
   Marketable equity securities7,253 7,253 2,930 4,323  
   Net loans4,069,478 3,890,421   3,890,421 
   Accrued interest receivable21,759 21,759  21,759  
   Derivative assets68,216 68,216  68,216  
Liabilities:
   Deposits5,055,801 4,780,020 3,696,729 1,083,291  
Short-term debt304,941 304,941  304,941  
   FHLB long-term advances150,000 148,696  148,696  
   Accrued interest payable5,575 5,575  5,575  
   Derivative liabilities55,445 55,445  55,445  
December 31, 2023     
Assets:     
   Cash and cash equivalents$156,276 $156,276 $156,276 $— $— 
   Securities available-for-sale1,338,137 1,338,137 — 1,336,266 1,871 
   Marketable equity securities7,538 7,538 3,093 4,445 — 
   Net loans4,103,178 3,922,638 — — 3,922,638 
   Accrued interest receivable20,290 20,290 — 20,290 — 
   Derivative assets60,527 60,527 — 60,527 — 
Liabilities:
   Deposits4,934,262 4,617,487 3,591,458 1,026,029 — 
Short-term debt334,856 334,856 — 334,856 — 
FHLB long-term advances100,000 99,928 — 99,928 — 
   Accrued interest payable4,301 4,301 4,301 — — 
   Derivative liabilities48,578 48,578 — 48,578 — 

36
 Carrying AmountFair ValueLevel 1Level 2Level 3
September 30, 2017     
Assets:
   Cash and cash equivalents$83,165
$83,165
$83,165
$
$
   Securities available-for-sale525,633
525,633
6,516
518,856
261
   Securities held-to-maturity66,989
68,478

68,478

   Other securities15,988
15,988

15,988

   Net loans3,086,358
3,076,108


3,076,108
   Accrued interest receivable9,236
9,236
9,236


   Derivative assets14,473
14,473

14,473

      
Liabilities:     
   Deposits3,256,534
3,255,343
2,180,589
1,074,754

   Short-term debt281,464
281,464

281,464

   Long-term debt16,495
16,452

16,452

   Derivative liabilities14,458
14,458

14,458

      
December 31, 2016 
 
 
 
 
Assets: 
 
 
 
 
   Cash and cash equivalents88,139
88,139
88,139


   Securities available-for-sale450,083
450,083
5,720
441,828
2,535
   Securities held-to-maturity75,169
76,445

76,445

   Other securities14,352
14,352

14,352

   Net loans3,026,496
3,014,425


3,014,425
   Accrued interest receivable8,408
8,408
8,408


   Derivative assets15,463
15,463

15,463

      
Liabilities:     
   Deposits3,231,653
3,232,970
2,190,234
1,042,736

   Short-term debt248,305
248,305

248,305

   Long-term debt16,495
16,455

16,455

   Derivative liabilities15,483
15,483

15,483



Table of Contents
Item 2 -Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates
 
The accounting policies of the Company conform with U.S. generally accepted accounting principles and require management to make estimates and develop assumptions that affect the amounts reported in the financial statements and related footnotes. These estimates and assumptions are based on information available to management as of the date of the financial statements. Actual results could differ significantly from management’s estimates. As this information changes, management’s estimates and assumptions used to prepare the Company’s financial statements and related disclosures may also change. The most significant accounting policies followed by the Company are presented in Note One to the audited financial statements included in the Company’s 20162023 Annual Report to Shareholders. The information included in this Quarterly Report on Form 10-Q, including the Consolidated Financial Statements, Notes to Consolidated Financial Statements, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, should be read in conjunction with the financial statements and notes thereto included in the 20162023 Annual Report of the Company.  Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identifiedidentified: (i) the determination of the allowance for loancredit losses and(ii) income taxes and (iii) acquisition and preliminary purchase price accounting to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new information becomes available.


The section Allowance and Provision for LoanCredit Losses provides management’s analysis of the Company’s allowance for loan losses and related provision.

The allowance for loancredit losses is maintained at a levelvaluation account that represents management’s best reasonable estimateis deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of probable lossesa loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off in the future. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics, such as differences in underwriting standards, portfolio mix, delinquency level, or term, as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. These evaluations are conducted at least quarterly and more frequently if deemed necessary. Additionally, all commercial loans within the portfolio are subject to internal risk grading. Risk grades are generally assigned by the primary lending officer and are periodically evaluated by the Company’s internal loan portfolio. Management’s determinationreview process.

In evaluating the appropriateness of its allowance for credit losses, the adequacy ofCompany stratifies the loan portfolio into six major groupings. The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods:
Portfolio SegmentMeasurement Method
Commercial and industrialMigration
Commercial real estate:
   1-4 familyMigration
   HotelsMigration
   Multi-familyMigration
   Non Residential Non-Owner OccupiedMigration
   Non Residential Owner OccupiedMigration
Residential real estateVintage
Home equityVintage
ConsumerVintage

Migration is an analysis that tracks a closed pool of loans for a configurable period of time and calculates a loss ratio on only those loans in the pool at the start date based on outstanding balance. Vintage is a predictive loss model that includes a reasonable approximation of probable and estimable future losses by tracking each loan's net losses over the life of the loan as compared to its original balance. For demand deposit overdrafts, the allowance for credit losses is based uponmeasured using the historical loss rate. Loans that do not share risk characteristics are evaluated on an evaluationindividual basis. Loans evaluated individually are not
37

included in the loan portfolio, historical loan loss experience, current economic conditions, and other relevant factors. This determinationcollective evaluation. When management determines that foreclosure is inherently subjective as it requires material estimates includingprobable, the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. The allowance for loancredit losses related to loans considered to be impaired is generally evaluatedare based on the discounted cash flows using the impaired loan’s initial effective interest rate or the fair value of the collateral at the reporting date, adjusted for certain collateral dependent loans.selling costs as appropriate.


Expected credit losses are estimated over the contractual term of the loan, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a restructured loan will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

The Company uses a number of economic variables in its scenarios to estimate the allowance for credit losses (ACL), with the most significant drivers being an unemployment rate forecast and qualitative adjustments. In the March 31, 2024 estimate, the Company assumed a 2-year unemployment forecast range of 3.9% to 4.7%, changed from 3.8% to 4.8% for the December 31, 2023 estimate. Historical loss rates from periods where the average unemployment rate matches the forecast range are considered when calculating the forecast period loss rate. The change had no material impact.

Based on sensitivity analysis of all portfolios, a 0.0050% change (slight improvement or decline on bank's scale) in all 11 qualitative risk factors (where assigned) would have a $2.1 million impact on the reserve allocation. Changing each factor by 0.01% (moderate improvement or decline) would have a $4.3 million impact. Management recognizes that these are extreme scenarios and it is very unlikely that all risk factors would change by 0.005% or 0.01% simultaneously. For the March 31, 2024 estimate, no changes were made to the qualitative factors utilized in the previous quarter.

Income Taxes

The Company is subject to federal and state income taxes in the jurisdictions in which it conducts business.  In computing the provision for income taxes, management must make judgments regarding interpretation of laws in those jurisdictions.  Because the application of tax laws and regulations for many types of transactions is susceptible to varying interpretations, amounts reported in the financial statements could be changed at a later date upon final determinations by taxing authorities.  On a quarterly basis, the Company estimates its annual effective tax rate for the year and uses that rate to provide for income taxes on a year-to-date basis.  The amount of unrecognized tax benefits could change over the next twelve months as a result of various factors.  However, management cannot currently estimate the range of possible change.  The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and various state taxing authorities for the years ended December 31, 2013 through 20152020 and various state taxing authorities.forward.


The effective tax rate is calculated by taking the statutory rate and adjusting for permanent and discrete items. The discrete items can vary between periods but historically have remained consistent.


Acquisition and Preliminary Purchase Price Allocation

The calculation of the Company's acquisition and preliminary purchase price allocation is considered a critical accounting estimate as it involves a significant level of estimation and uncertainty, particularly in relation to the fair value and goodwill calculations. Under GAAP, management has up to twelve months following the date of the acquisition to finalize the fair value of acquired assets and liabilities. The measurement period ends as soon as the Company receives information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable. Any subsequent adjustments to the fair value of the acquired assets and liabilities, intangible assets or other purchase accounting adjustments will result in adjustments to the goodwill recorded. As of March 31, 2024, twelve months have occurred since the date of acquisition on March 10, 2023, and the measurement period is now complete.
38

Table of Contents

Financial Summary


NineThree months ended September 30, 2017March 31, 2024 vs. 20162023


The Company's financial performance is summarized in the following table:
Three months ended March 31,Three months ended March 31,
202420242023
Nine months ended September 30,
20172016
 
Net income available to common shareholders (in thousands)
Net income available to common shareholders (in thousands)
Net income available to common shareholders (in thousands)
$44,646
$37,476
Earnings per common share, basic$2.87
$2.48
Earnings per common share, diluted$2.86
$2.48
Dividend payout ratio45.7%51.0%Dividend payout ratio36.2 %39.9 %
ROA*1.46%1.31%ROA*1.92 %1.63 %
ROE*12.2%11.7%ROE*17.3 %15.8 %
ROATCE*14.6%14.4%ROATCE*22.7 %19.9 %
Average equity to average assets ratio12.0%11.2%Average equity to average assets ratio11.1 %10.3 %
*ROA (Return on Average Assets) is a measure of the effectiveness of asset utilization. ROE (Return on Average Equity) is a measure of the return on shareholders' investment. ROATCE (Return on Average Tangible Common Equity) is a measure of the return on shareholders' equity, less intangible assets.


The Company's net interest income for the nine months ended September 30, 2017 increased $5.2 million compared to the nine months ended September 30, 2016 (see Net Interest Income). The Company recorded a provision for loan losses of $2.6 million for the nine months ended September 30, 2017 compared to $3.1 million for the nine months ended September 30, 2016 (see Allowance and Provision for Loan Losses). As further discussed under the caption Non-Interest Income and Non-Interest Expense, non-interest income increased $3.6 million and non-interest expense decreased $0.6 million for the nine months ended September 30, 2017 from the nine months ended September 30, 2016.


Three months ended September 30, 2017 vs. 2016

The Company's financial performance for the three months ended September 30, 2017 and 2016 is summarized in the following table:
 Three months ended September 30,
 20172016
   
Net income available to common shareholders (in thousands)
$13,932
$13,232
Earnings per common share, basic$0.89
$0.88
Earnings per common share, diluted$0.89
$0.88
Dividend payout ratio48.8%48.2%
ROA1.37%1.38%
ROE11.1%12.2%
ROATCE13.2%14.9%
Average equity to average assets ratio12.3%11.4%

The Company’s net interest income for the three months ended September 30, 2017March 31, 2024 increased $2.2$1.0 million compared to the three months ended September 30, 2016March 31, 2023 (see Net Interest Income). The Company recorded a provision for loan$0.2 million recovery of credit losses of $1.4 million for the three months ended September 30, 2017 andMarch 31, 2024 compared to a $2.9 million provision for credit losses for the three months ended September 30, 2016March 31, 2023 (see Allowance and Provision for LoanCredit Losses). As further discussed under the caption Non-Interest Income and Non-Interest Expense, non-interest income decreased $2.1$0.7 million and non-interest expense decreased $1.0$2.7 million for the three months ended March 31, 2024 from the three months ended September 30, 2016.March 31, 2023.




Balance Sheet Analysis


Selected balance sheet fluctuations from the year ended December 31, 20162023 are summarized in the following table (in millions):

March 31,December 31,
20242023$ Change% Change
Cash and cash equivalents$318.7 $156.3 $162.4 103.9 %
Gross loans4,091.8 4,125.9 (34.1)(0.8)
Total deposits5,055.8 4,934.3 121.5 2.5 
FHLB long-term advances150.0 100.0 50.0 50.0 


 September 30,December 31,  
 20172016$ Change% Change
     
Cash and cash equivalents$83.2
$88.1
$(4.9)(5.6)%
Investment securities608.6
539.6
69.0
12.8 %
Gross loans3,105.9
3,046.2
59.7
2.0 %
     
Total deposits3,256.5
3,231.7
24.8
0.8 %
Federal Funds purchased79.8
64.1
15.7
24.5 %
     
Shareholders' Equity500.3
442.4
57.9
13.1 %

Cash and cash equivalents decreased $4.9increased $162.4 million (103.9%) from December 31, 20162023 to $83.2$318.7 million at September 30, 2017 primarily March 31, 2024, due to a decrease in cash on-hand.gross loans, an increase in FHLB long-term advances, and an increase in deposit balances and these increases were partially offset by a decrease in federal funds purchased.


Investment securities increased $69.0 million from December 31, 2016 to $608.6 million at September 30, 2017 primarily due to additional investment purchases made during the nine months ended September 30, 2017.

Gross loans increased $59.7decreased $34.1 million (2.0%(0.8%) from December 31, 20162023 to $3.11$4.09 billion at September 30, 2017. March 31, 2024. Commercial and industrial loans decreased $19.2 million (4.5%), commercial real estate loans increased $31.4decreased $14.6 million (2.6%(0.9%), commercial and industrialconsumer loans increased $19.1decreased $1.7 million (10.3%(2.6%), and residential real estate loans increased $14.5decreased $1.4 million (1.0%(0.1%). during the quarter ended March 31, 2024. These increasesdecreases were partially offset by decreasesan increase in home equity loans of $2.3$4.1 million and consumer loans of $2.2 million.(2.5%).



Total deposits increased $24.8$121.5 million (2.5%) from December 31, 2023 to $5.1 billion at March 31, 2024. Time deposit balances increased $59.3 million, interest-bearing demand deposit balances increased $39.3 million, noninterest-bearing demand deposit balances increased $16.3 million, and savings deposit balances increased $6.8 million.
39

Table of Contents

FHLB long-term advances increased $50.0 million from December 31, 20162023 to $3.26 billion at September 30, 2017 due to growth in time depositsMarch 31, 2024. During the first quarter of $34.5 million and interest-bearing demand deposits of $15.2 million. These increases were partially offset by decreases in savings deposits of $22.5 million and non-interest bearing demand deposits of $2.4 million.

Federal Funds purchased increased $15.72024, the Company borrowed an additional $50.0 million from December 31, 2016, as the Company's loan and investment securities growth exceeded its deposit growth.

Shareholders' equity increased $57.9 million primarily due to net income of $44.6 million and the fact that the Company sold approximately 441,000 shares of common stockFederal Home Loan Bank at a weighted average pricerate of $64.48 per share, net of broker fees during the nine months ended September 30, 2017. These increases were partially offset by cash dividends declared of $20.7 million.4.39%.



Net Interest Income


NineThree months ended September 30, 2017March 31, 2024 vs. 20162023


The Company’s net interest income increased from $53.5 million for the three months ended March 31, 2023 to $54.4 million for the three months ended March 31, 2024. The Company’s tax equivalent net interest income increased $5.6$0.9 million, or 6.3%1.64% , from $89.2$53.8 million for the nine months ended September 30, 2016first quarter of 2023 to $94.8$54.6 million for the ninefirst quarter of 2024. Due to increases in the Federal Funds rate, net interest income increased by $5.9 million due to an increase in loan yields (net of loan fees and accretion) of 58 basis points and by an increase in average loans ($137.7 million) which added $1.8 million to interest income. In addition, the acquistion of Citizens added $2.9 million of net interest income during the three months ended September 30, 2017. The increase was primarily due to higher average balances on commercial loans which increased income by $4.1 million, and residential real estate loans which increased income $1.2 millionMarch 31, 2024 as compared to the ninethree months ended September 30, 2016. In addition, higher average investment balancesMarch 31, 2023 and interest income from accretion of fair value adjustments increased investment income by $2.6 million.$0.9 million during the same time periods. These increases were partially offset by increased interest expense on interest bearing accounts ($2.0 million), primarily due to an increase in the cost of funds, and lower accretion from fair value adjustments on recent acquisitions ($1.1 million). Theinterest bearing liabilities (117 basis points) which decreased net interest income by $10.3 million. Due to an increase in average interest-earning assets, the Company’s reported net interest margin decreased from 3.52%4.05% for the nine months ended September 30, 2016first quarter of 2023 to 3.46%3.95% for the nine months ended September 30, 2017. Excluding the favorable impactfirst quarter of accretion, the net interest margin for the nine months ended September 30, 2017 and 2016 would have been 3.41% and 3.43%, respectively.2024.



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Table of Contents
Table One
Average Balance Sheets and Net Interest Income
(in thousands)
AssetsThree months ended March 31,
20242023
Average
Balance
Interest
Yield/
Rate
Average
Balance
Interest
Yield/
Rate
      
Loan portfolio(1):
Residential real estate(2)
$1,953,647 $24,148 4.97 %$1,840,828 $20,007 4.41 %
Commercial, financial, and agriculture(2)
2,070,054 33,980 6.60 1,795,309 26,248 5.93 
   Installment loans to individuals(2),(3)
68,828 999 5.84 64,057 749 4.74 
Total loans4,092,529 59,127 5.81 3,700,194 47,004 5.15 
Securities:
Taxable1,200,310 12,040 4.03 1,322,060 11,773 3.61 
   Tax-exempt(4)
160,847 1,051 2.63 204,957 1,471 2.91 
Total securities1,361,157 13,091 3.87 1,527,017 13,244 3.52 
Deposits in depository institutions115,953 1,570 5.45 160,031 1,590 4.03 
Total interest-earning assets5,569,639 73,788 5.33 5,387,242 61,838 4.66 
Cash and due from banks98,966 67,975 
Bank premises and equipment71,954 71,422 
Goodwill and intangible assets162,257 124,546 
Other assets306,278 327,442 
Less: allowance for credit losses(23,142)(18,143)
Total assets$6,185,952 $5,960,484 
Liabilities
   Interest-bearing demand deposits$1,283,868 $3,439 1.08 %$1,234,981 $1,741 0.57 %
Savings deposits1,254,253 2,273 0.73 1,376,317 1,348 0.40 
Time deposits(2)
1,073,083 8,385 3.14 902,583 2,601 1.17 
Customer repurchase agreements313,623 3,621 4.64 281,861 2,381 3.43 
FHLB long-term advances136,813 1,423 4.18 — — — 
Total interest-bearing liabilities4,061,640 19,141 1.90 3,795,742 8,071 0.86 
Noninterest-bearing demand deposits1,322,540 1,420,676 
Other liabilities115,589 129,411 
Shareholders’ equity686,183 614,655 
Total liabilities and shareholders’ equity$6,185,952 $5,960,484 
Net interest income$54,647 $53,767 
Net yield on earning assets3.95 %4.05 %
41

Table of Contents
AssetsNine months ended September 30,
20172016
Average
Balance
Interest
Yield/
Rate
Average
Balance
Interest
Yield/
Rate
      
Loan portfolio(1):
Residential real estate(2)
$1,591,403
$47,329
3.98%$1,549,465
$45,267
3.90%
Commercial, financial, and agriculture(2)
1,446,849
42,974
3.97
1,304,467
39,294
4.02
   Installment loans to individuals(2),(3)
34,881
1,835
7.03
38,166
2,220
7.77
   Previously securitized loans(4)
 ***
1,086
 *** ***
1,230
 ***
Total loans3,073,133
93,224
4.06
2,892,098
88,011
4.06
Securities: 
 
 
 
 
 
Taxable481,372
10,591
2.94
432,303
9,115
2.82
   Tax-exempt(5)
88,484
3,099
4.68
46,646
1,754
5.02
Total securities569,856
13,690
3.21
478,949
10,869
3.03
Deposits in depository institutions25,822
51
0.26
9,779


Total interest-earning assets3,668,811
106,965
3.90
3,380,826
98,880
3.91
Cash and due from banks92,159
  104,287
  
Bank premises and equipment73,686
  76,161
  
Other assets249,700
  260,297
  
Less: allowance for loan losses(19,999)  (19,930)  
Total assets$4,064,357
 
 
$3,801,641
 
 
       
Liabilities 
 
 
 
 
 
   Interest-bearing demand deposits$706,355
$476
0.09%$683,926
$458
0.09%
Savings deposits844,375
998
0.16
765,222
699
0.12
Time deposits(2)
1,063,137
9,411
1.18
1,026,845
7,757
1.01
Short-term borrowings208,419
693
0.44
156,884
283
0.24
Long-term debt16,495
565
4.58
16,495
504
4.08
Total interest-bearing liabilities2,838,781
12,143
0.57
2,649,372
9,701
0.49
Noninterest-bearing demand deposits697,231
  679,730
  
Other liabilities41,159
  45,452
  
Stockholders’ equity487,186
  427,087
  
Total liabilities and stockholders’ equity$4,064,357
 
 
$3,801,641
 
 
Net interest income 
$94,822
 
 
$89,179
 
Net yield on earning assets 
 
3.46%  3.52%
(1)For purposes of this table, non-accruing loans have been included in average balances and the following amounts (in thousands) of net loan fees have been included in interest income:
20242023
Loan fees, net$133 $518 
(2)Included in the above table are the following amounts (in thousands) for the accretion of the fair value adjustments related to the Company's acquisitions:
20242023
Residential real estate$45 $76 
Commercial, financial and agriculture1,065 177 
Installment loans to individuals
Time deposits63 
$1,179 $266 
(3)Includes the Company’s consumer and DDA overdrafts loan categories.
(4)Computed on a fully federal tax-equivalent basis assuming a tax rate of 21%.

(1)For purposes of this table, non-accruing loans have been included in average balances and loan fees, which are immaterial, have been included in interest income.
(2)Included in the above table are the following amounts for the accretion of the fair value adjustments related to the acquisitions of Virginia Savings Bancorp, Inc., Community Financial Corporation and American Founders Bank, Inc.:
     
  Nine months ended September 30, 
  2017
2016 
 Residential real estate$404
 $538
 
 Commercial, financial and agriculture907
 1,360
 
 Installment loans to individuals17
 98
 
 Time deposits16
 444
 
  $1,344
 $2,440
 
      
(3)Includes the Company’s consumer and DDA overdrafts loan categories.
(4)Effective January 1, 2012, the carrying value of the Company's previously securitized loans was reduced to $0.
(5)Computed on a fully federal tax-equivalent basis assuming a tax rate of approximately 35%.


Table Two
Rate/Volume Analysis of Changes in Interest Income and Interest Expense
(in thousands)

Three months ended March 31, 2024 vs. 2023
Interest-earning assets:
Increase (Decrease)
Due to Change In:
VolumeRateNet
   
Loan portfolio
Residential real estate$1,236 $2,905 $4,141 
Commercial, financial, and agriculture4,050 3,682 7,732 
Installment loans to individuals56 194 250 
Total loans5,342 6,781 12,123 
Securities:
Taxable(1,093)1,360 267 
   Tax-exempt(1)
(319)(101)(420)
Total securities(1,412)1,259 (153)
Deposits in depository institutions(442)422 (20)
Total interest-earning assets$3,488 $8,462 $11,950 
Interest-bearing liabilities:   
   Interest-bearing demand deposits$69 $1,629 $1,698 
Savings deposits(121)1,046 925 
Time deposits495 5,289 5,784 
Customer repurchase agreements271 969 1,240 
FHLB long-term advances1,423 — 1,423 
Total interest-bearing liabilities$2,137 $8,933 $11,070 
Net Interest Income$1,351 $(471)$880 
(1) Computed on a fully federal taxable equivalent using a tax rate of 21%.
42
 Nine months ended September 30, 2017 vs. 2016
Interest-earning assets:
Increase (Decrease)
Due to Change In:
VolumeRateNet
   
Loan portfolio
Residential real estate$1,224
$838
$2,062
Commercial, financial, and agriculture4,285
(605)3,680
Installment loans to individuals(191)(194)(385)
Previously securitized loans
(144)(144)
Total loans5,318
(105)5,213
Securities: 
 
 
Taxable1,034
442
1,476
   Tax-exempt(1)
1,572
(227)1,345
Total securities2,606
215
2,821
Deposits in depository institutions
51
51
Total interest-earning assets$7,924
$161
$8,085
Interest-bearing liabilities: 
 
 
   Interest-bearing demand deposits$15
$3
$18
Savings deposits72
227
299
Time deposits274
1,380
1,654
Short-term borrowings93
317
410
Long-term debt
61
61
Total interest-bearing liabilities$454
$1,988
$2,442
Net Interest Income$7,470
$(1,827)$5,643
(1)Fully federal taxable equivalent using a tax rate of approximately 35%.


Three months ended September 30, 2017 vs. 2016
The Company’s tax equivalent net interest income increased $2.4 million or 7.9%, from $30.0 million for the three months ended September 30, 2016 to $32.4 million for the three months ended September 30, 2017. Higher average balancesTable of commercial and residential real estate loans ($173.3 million) increased net interest income by $1.7 million while higher average investment balances ($94.1 million) increased net interest income by $0.8 million. In addition, higher yields on commercial and residential real estate loans increased net interest income by $1.1 million. These increases were partially offset by increased interest expense on interest bearing accounts ($0.7 million) and lower accretion from fair value adjustments ($0.3 million). The Company’s reported net interest margin decreased from 3.48% for the three months ended September 30, 2016 to 3.45% for the three months ended September 30, 2017. Excluding the favorable impact of accretion, the net interest margin for the three months ended September 30, 2017 and 2016 would have been 3.42% and 3.40%, respectively.Contents

Table Three
Average Balance Sheets and Net Interest Income
(in thousands)

AssetsThree months ended September 30,
20172016
Average
Balance
Interest
Yield/
Rate
Average
Balance
Interest
Yield/
Rate
      
Loan portfolio(1):
Residential real estate(2)
$1,598,037
$16,117
4.00%$1,570,787
$15,309
3.88%
Commercial, financial, and agriculture(2)
1,457,821
14,903
4.06
1,311,819
13,066
3.96
   Installment loans to individuals(2),(3)
33,935
630
7.37
37,150
690
7.39
   Previously securitized loans(4)
 ***
353
 *** ***
378
 ***
Total loans3,089,793
32,003
4.11
2,919,756
29,443
4.01
Securities:  
   
 
Taxable507,106
3,666
2.87
449,977
3,183
2.81
   Tax-exempt(5)
91,276
1,024
4.45
54,317
644
4.72
Total securities598,382
4,690
3.11
504,294
3,827
3.02
Deposits in depository institutions31,517
31
0.39
9,623


Total interest-earning assets3,719,692
36,724
3.92
3,433,673
33,270
3.85
Cash and due from banks62,723
  87,219
  
Bank premises and equipment72,756
  75,743
  
Other assets247,076
  263,258
  
Less: allowance for loan losses(20,038)  (19,517)  
Total assets$4,082,209
  $3,840,376
  
       
Liabilities      
   Interest-bearing demand deposits$700,625
$159
0.09%$687,487
$138
0.08%
Savings deposits821,949
321
0.15
761,734
234
0.12
Time deposits(2)
1,070,941
3,316
1.23
1,030,731
2,634
1.02
Short-term borrowings230,030
349
0.60
154,585
90
0.23
Long-term debt16,495
195
4.69
16,495
172
4.15
Total interest-bearing liabilities2,840,040
4,340
0.61
2,651,032
3,268
0.49
Noninterest-bearing demand deposits698,106
  700,932
  
Other liabilities42,202
 
 52,641
 
 
Stockholders’ equity501,861
  435,771
  
Total liabilities and stockholders’ equity$4,082,209
 
 
$3,840,376
 
 
Net interest income 
$32,384
 
 
$30,002
 
Net yield on earning assets 
 
3.45%  3.48%

(1)For purposes of this table, non-accruing loans have been included in average balances and loan fees, which are immaterial, have been included in interest income.
(2)Included in the above table are the following amounts for the accretion of the fair value adjustments related to the acquisitions of Virginia Savings Bancorp, Inc., Community Financial Corporation and American Founders Bank, Inc.:
     
  Three months ended September 30, 
  2017 2016 
 Residential real estate$122
 $166
 
 Commercial, financial and agriculture235
 311
 
 Installment loans to individuals3
 16
 
 Time deposits
 148
 
  $360
 $641
 
      
(3)Includes the Company’s consumer and DDA overdrafts loan categories.
(4)Effective January 1, 2012, the carrying value of the Company's previously securitized loans was reduced to $0.
(5)Computed on a fully federal tax-equivalent basis assuming a tax rate of approximately 35%.


Table Four
Rate/Volume Analysis of Changes in Interest Income and Interest Expense
(in thousands)

 Three months ended September 30, 2017 vs. 2016
Interest-earning assets:
Increase (Decrease)
Due to Change In:
VolumeRateNet
   
Loan portfolio
Residential real estate$266
$542
$808
Commercial, financial, and agriculture1,458
379
1,837
Installment loans to individuals(60)
(60)
Previously securitized loans
(25)(25)
Total loans1,664
896
2,560
Securities:   
Taxable405
78
483
   Tax-exempt(1)
439
(59)380
Total securities844
19
863
Deposits in depository institutions
31
31
Total interest-earning assets$2,508
$946
$3,454
Interest-bearing liabilities: 
 
 
   Interest-bearing demand deposits$3
$18
$21
Savings deposits19
68
87
Time deposits103
579
682
Short-term borrowings44
215
259
Long-term debt
23
23
Total interest-bearing liabilities$169
$903
$1,072
Net Interest Income$2,339
$43
$2,382


(1)Fully federal taxable equivalent using a tax rate of approximately 35%.



Table Five
Non-GAAP Financial Measures


Management of the Company uses measures in its analysis of the Company's performance other than those in accordance with generally accepted accounting principalsprinciples in the United States of America ("GAAP"). These measures are useful when evaluating the underlying performance of the Company's operations. The Company's management believes that these non-GAAP measures enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. The Company's management believes that investors may use these non-GAAP financial measures to evaluate the Company's financial performance without the impact of those items that may obscure trends in the Company's performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they comparable to non-GAAP financial measures that may be presented by other companies. The following table reconciles fully taxable equivalent net interest income and fully taxable equivalent net interest income excluding accretion with net interest income as derived from the Company's financial statements, (inas well as other non-GAAP measures (dollars in thousands):

Three months ended March 31,
20242023
Net interest income ("GAAP")$54,427 $53,459 
Taxable equivalent adjustment$220 $308 
Net interest income, fully taxable equivalent$54,647 $53,767 
Equity to assets ("GAAP")10.81 %10.48 %
Effect of goodwill and other intangibles, net(2.35)%(2.43)%
Tangible common equity to tangible assets8.46 %8.05 %

43

Table of Contents
 Three months ended September 30,Nine months ended September 30,
 2017201620172016
     
Net interest income (GAAP)$32,026
$29,778
$93,736
$88,566
Taxable equivalent adjustment358
224
1,086
613
Net interest income, fully taxable equivalent$32,384
$30,002
$94,822
$89,179
     
Average interest earning assets$3,719,692
$3,433,673
$3,668,811
$3,380,826
Net interest margin3.45%3.48%3.46%3.52%
     
Net interest income (GAAP)

$32,026
$29,778
$93,736
$88,566
Taxable equivalent adjustment358
224
1,086
613
Accretion related to fair value adjustments(360)(641)(1,344)(2,441)
Net interest income, fully taxable equivalent, excluding accretion

$32,024
$29,361
$93,478
$86,738
     
Net interest margin (excluding accretion)3.42%3.40%3.41%3.43%


Loans


Table SixThree
Loan Portfolio


The composition of the Company's loan portfolio as of the dates indicated follows (in thousands):
March 31, 2024December 31, 2023March 31, 2023
Commercial and industrial$407,770 $426,951 $390,861 
  1-4 Family202,378 206,237 181,442 
  Hotels354,929 357,142 327,554 
  Multi-family186,555 189,165 195,042 
  Non Residential Non-Owner Occupied682,609 680,590 617,357 
  Non Residential Owner Occupied232,440 240,328 223,096 
Commercial real estate1,658,911 1,673,462 1,544,491 
Residential real estate1,786,764 1,788,149 1,737,604 
Home equity171,292 167,201 151,341 
Consumer63,556 65,246 66,994 
DDA overdrafts3,495 4,914 3,395 
Total loans$4,091,788 $4,125,923 $3,894,686 

 September 30, 2017December 31, 2016September 30, 2016
Residential real estate$1,465,942
$1,451,462
$1,445,242
Home equity139,702
141,965
141,616
Commercial and industrial204,722
185,667
176,387
Commercial real estate1,260,906
1,229,516
1,158,088
Consumer30,323
32,545
33,614
DDA overdrafts4,317
5,071
2,965
Total loans$3,105,912
$3,046,226
$2,957,912

Loan balances increased $59.7decreased $34.1 million from December 31, 20162023 to September 30, 2017.March 31, 2024.


The commercial and industrial ("C&I") loan portfolio consists of loans to corporate borrowers that are primarily in small to mid-size industrial and commercial companies. Collateral securing these loans includes equipment, machinery, inventory, receivables and vehicles. C&I loans are considered to contain a higher level of risk than other loan types, although care is taken to minimize these risks. Numerous risk factors impact this portfolio, including industry specific risks such as the economy, new technology, labor rates and cyclicality, as well as customer specific factors, such as cash flow, financial structure, operating controls and asset quality. C&I loans decreased $19.2 million from December 31, 2023 to March 31, 2024.

Commercial real estate loans consist of commercial mortgages, which generally are secured by nonresidential and multi-family residential properties, including hotel/motel and apartment lending. Commercial real estate loans are to many of the same customers and carry similar industry risks as C&I loans. Commercial real estate loans decreased $14.6 million from December 31, 2023 to March 31, 2024. At March 31, 2024, $6.7 million of the commercial real estate loans were for commercial properties under construction.

In order to group loans with similar risk characteristics, the portfolio is further segmented by product types:

Commercial 1-4 Family loans decreased $3.9 million from December 31, 2023 to March 31, 2024. Commercial 1-4 Family loans consist of residential single-family, duplex, triplex, and fourplex rental properties and totaled $202.4 million as of March 31, 2024. Risk characteristics are driven by rental housing demand as well as economic and employment conditions. These properties exhibit greater risk than multi-family properties due to fewer income sources.
Hotel loans decreased $2.2 million from December 31, 2023 to March 31, 2024. The Hotel portfolio is comprised of all lodging establishments and totaled $354.9 million as of March 31, 2024. Risk characteristics relate to the demand for travel.
Multi-family loans decreased $2.6 million from December 31, 2023 to March 31, 2024. Multi-family consists of 5 or more family residential apartment lending. The portfolio totaled $186.6 million as of March 31, 2024. Risk characteristics are driven by rental housing demand as well as economic and employment conditions.
Non-residential commercial real estate includes properties such as retail, office, warehouse, storage, healthcare, entertainment, religious, and other nonresidential commercial properties. The non-residential product type is further segmented into owner- and non-owner occupied properties. Nonresidential non-owner occupied commercial real estate totaled $682.6 million at March 31, 2024 and increased $2.0 million from December 31, 2023 to March 31, 2024.
44

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Nonresidential owner-occupied commercial real estate totaled $232.4 million at March 31, 2024 and decreased $7.9 million from December 31, 2023. Risk characteristics relate to levels of consumer spending and overall economic conditions.

Residential real estate loans increased $14.5decreased $1.4 million from December 31, 20162023 to September 30, 2017.March 31, 2024. Residential real estate loans represent loans to consumers that are secured by a first lien on residential property. Residential real estate loans provide for the purchase or refinance of a residence and first-lien home equity loans allow consumers to borrow against the equity in their home. These loans primarily consist of single family 3, 5 and 57 year adjustable rate mortgages with terms that amortize up to 30

years. The Company also offers fixed-rate residential real estate loans that are sold in the secondary market that are not included on the Company's balance sheet; the Company does not retain the servicing rights to these loans. Residential mortgage loans are generally underwritten to comply with Fannie Mae guidelines, while the home equity loans are underwritten with typically less documentation, but with lower loan-to-value ratios and shorter maturities.  At September 30, 2017, $19.8March 31, 2024, $19.7 million of the residential real estate loans were for properties under construction.


Home equity loans decreased $2.3increased $4.1 million during the first ninethree months of 2017.2024. The Company's home equity loans represent loans to consumers that are secured by a second (or junior) lien on a residential property. Home equity loans allow consumers to borrow against the equity in their home without paying off an existing first lien. These loans consist of home equity lines of credit ("HELOC") and amortized home equity loans that require monthly installment payments. Home equity loans are underwritten with less documentation, lower loan-to-value ratios and for shorter terms.terms than residential mortgage loans. The amount of credit extended is directly related to the value of the real estate at the time the loan is made.


The commercial and industrial ("C&I") loan portfolio consists of loans to corporate borrowers that are primarily in small to mid-size industrial and commercial companies. Collateral securing these loans includes equipment, machinery, inventory, receivables and vehicles. C&I loans are considered to contain a higher level of risk than other loan types, although care is taken to minimize these risks. Numerous risk factors impact this portfolio, including industry specific risks such as the economy, new technology, labor rates and cyclicality, as well as customer specific factors, such as cash flow, financial structure, operating controls and asset quality. C&I loans increased $19.1 million from December 31, 2016 to September 30, 2017.
Commercial real estate loans consist of commercial mortgages, which generally are secured by nonresidential and multi-family residential properties, including hotel/motel and apartment lending. Commercial real estate loans are to many of the same customers and carry similar industry risks as C&I loans. Commercial real estate loans increased $31.4 million from December 31, 2016 to September 30, 2017. At September 30, 2017, $24.3 million of the commercial real estate loans were for commercial properties under construction.

Consumer loans may be secured by automobiles, boats, recreational vehicles and other personal property.property or they may be unsecured. The Company monitors the risk associated with these types of loans by monitoring such factors as portfolio growth, lending policies and economic conditions. Underwriting standards are continually evaluated and modified based upon these factors. Consumer loans decreased $2.2$1.7 million during the first ninethree months of 2017. 2024.



Allowance and Provision for LoanCredit Losses


Management systematically monitors the loan portfolio and the appropriateness of the allowance for loancredit losses (“ALLL”) on a quarterly basis to provide for probableexpected losses incurredinherent in the portfolio. Management assesses the risk in each loan type based on historical delinquency and loss trends, the general economic environment of its local markets, individual loan performance and other relevant factors. The Company's estimate of future economic conditions utilized in its provision estimate is primarily dependent on expected unemployment ranges over a two-year period. Beyond two years, a straight line reversion to historical average loss rates is applied over the life of the loan pool in the migration methodology. The vintage methodology applies future average loss rates based on net losses in historical periods where the unemployment rate was within the forecasted range. As a result of the Company’s quarterly analysis of the adequacy of the Allowance for Credit Losses, the Company recorded a $0.2 million recovery of credit losses in the first quarter of 2024. The company recorded a provision for credit losses of $2.9 million in the first quarter of 2023.

Individual credits in excess of $1 million are selected at least annually for detailed loan reviews, which are utilized by management to assess the risk in the portfolio and the appropriateness of the allowance. Due to the nature of commercial lending, evaluation of the appropriateness of the allowance as it relates to these loan types is often based more upon specific credit review, with consideration given to the potential impairment of certain credits and historical loss rates, adjusted for general economic conditions and other inherent risk factors. Conversely, due to the homogeneous nature of the real estate and installment portfolios, the portions of the allowance allocated to those portfolios are primarily based on prior loss history of each portfolio, adjusted for general economic conditions and other inherent risk factors. Risk factors considered by the Company in completing this analysis include: (i) unemployment and economic trends in the Company’s markets; (ii) concentrations of credit, if any, among any industries; (iii) trends in loan growth, loan mix, delinquencies, losses or credit impairment; and (iv) adherence to lending policies and others. Each risk factor is designated as low, moderate/increasing, or high based on the Company’s assessment of the risk to loss associated with each factor. Each risk factor is then weighted to consider probability of occurrence.

The allowance not specifically allocated to individual credits is generally determined by analyzing potential exposure and other qualitative factors that could negatively impact the adequacy of the allowance.  Loans not individually evaluated for impairment are grouped by pools with similar risk characteristics and the related historical loss rates are adjusted to reflect current inherent risk factors, such as unemployment, overall economic conditions, concentrations of credit, loan growth, classified and impaired loan trends, staffing, adherence to lending policies, and loss trends.


Determination of the ALLLAllowance for Credit Losses is subjective in nature and requires management to periodically reassess the validity of its assumptions. Differences between actual losses and estimated losses are assessed such that management can timely modify its evaluation model to ensure that adequate provision has been made for risk in the total loan portfolio.

As a result of the Company’s quarterly analysis of the adequacy of the ALLL, the Company recorded a provision for loan losses of $2.6 million in the first nine months of 2017 as compared to $3.1 million in the first nine months of 2016.  The provision for loan losses recorded in the first nine months of 2017 reflects revisions to the regulatory rating of a shared national credit ("SNC") in which the Company is a participant, changes in the quality of the portfolio and general improvement in the Company's historical loss rates used to compute the allowance not specifically allocated to individual credits. SNCs are credit facilities greater than $20 million that are shared by three or more federally supervised financial institutions and are reviewed annually by regulatory authorities at the agent bank level. The SNC that the Company is a participant is for a local customer that outgrew the lending limit of the Company and involves three banks. The reserve recorded in the quarter ended September 30, 2017 related to this SNC reflects the loss factors associated with the rating assigned to this SNC as a result of the current year review by the Office of the Comptroller of the Currency (“OCC”). The Company’s balance outstanding at September 30, 2017 associated with this SNC is $25.8 million, with an additional commitment of $6.4 million related to a line of credit to the borrower. As of September 30, 2017, the SNC is performing in accordance to terms and debt service coverage ratios are acceptable. Changes in the amount of the provision and related allowance are based on the Company’s detailed systematic methodology and are directionally consistent with changes in the composition and quality of the Company’s loan portfolio. The Company believes its methodology for determining the adequacy of its ALLL adequately provides for probable losses inherent in the loan portfolio and produces a provision and allowance for loan losses that is directionally consistent with changes in asset quality and loss experience.

The Company had net charge-offs of $2.8 million for the first nine months of 2017 and $2.8 million for the first nine months of 2016.  Net charge-offs in the first nine months of 2017 consisted primarily of net charge-offs on residential real estate loans ($1.0 million), commercial real estate loans ($0.5 million), and DDA overdrafts ($1.0 million).  

Based on the Company’s analysis of the adequacy of the allowance for loancredit losses and in consideration of the known factors utilized in computing the allowance, management believes that the allowance for loancredit losses as of September 30, 2017March 31, 2024 is adequate to provide for probableexpected losses inherent in the Company’s loan portfolio. Future provisions for loancredit losses will be dependent upon trends in loan balances including the composition of the loan portfolio, changes in loan quality and loss experience trends, and recoveries of previously charged-off loans, among other factors.



Table Seven
Analysis of the Allowance for Loan Losses

An analysis of changes in the Company's allowance for loan losses follows (dollars in thousands):
 Nine months ended September 30,
Year ended
December 31,
201720162016
Balance at beginning of period$19,730
$19,251
$19,251
Charge-offs: 
 
 
Commercial and industrial(150)(148)(148)
Commercial real estate(564)(1,213)(1,676)
Residential real estate(1,295)(1,281)(1,734)
Home equity(256)(300)(390)
Consumer(47)(102)(126)
DDA overdrafts(1,989)(1,017)(1,412)
Total charge-offs(4,301)(4,061)(5,486)
Recoveries: 
 
 
Commercial and industrial57
13
14
Commercial real estate92
447
487
Residential real estate286
113
187
Home equity45


Consumer46
109
118
DDA overdrafts1,015
585
764
Total recoveries1,541
1,267
1,570
Net charge-offs(2,760)(2,794)(3,916)
Provision for purchased credit impaired loans39
164
163
Provision for loan losses2,545
2,929
4,232
Balance at end of period$19,554
$19,550
$19,730
As a Percent of Average Total Loans: 
 
 
Net charge-offs (annualized)0.12%0.13%0.13%
Provision for loan losses (annualized)0.11%0.14%0.15%
As a Percent of Non-Performing Loans:   
Allowance for loan losses182.83%128.96%140.10%
As a Percent of Total Loans:   
Allowance for loan losses0.63%0.66%0.65%


Table EightFour
Allocation of the Allowance for LoanCredit Losses


The allocation of the allowance for loancredit losses is shown in the table below (in thousands). The allocation of a portion of the allowance in one portfolio segmentloan classification does not preclude its availability to absorb losses in other portfolio segments.
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 As of September 30,As of December 31,
 201720162016
Commercial and industrial$5,059
$4,054
$4,206
Commercial real estate6,306
6,271
6,573
Residential real estate5,889
7,024
6,680
Home equity1,274
1,447
1,417
Consumer56
75
82
DDA overdrafts970
679
772
Allowance for Loan Losses$19,554
$19,550
$19,730
segments.
 As of March 31,As of December 31,
202420232023
Commercial and industrial$4,275 $4,286 $4,474 
1-4 Family1,394 613 1,402 
Hotels2,257 2,184 2,211 
Multi-family999 1,027 1,002 
Non Residential Non-Owner Occupied4,012 4,924 4,077 
Non Residential Owner Occupied2,421 2,437 2,453 
Commercial real estate11,083 11,185 11,145 
Residential real estate5,137 5,484 5,398 
Home equity507 400 490 
Consumer426 371 269 
DDA overdrafts882 998 969 
Allowance for Credit Losses$22,310 $22,724 $22,745 



The ALLLAllowance for Credit Losses decreased from $19.7$22.7 million at December 31, 20162023 to $19.6$22.3 million at September 30, 2017.  Below isMarch 31, 2024. The Company recorded a summaryrecovery of the changescredit losses of $0.2 million in the componentsfirst quarter of 2024, compared to a provision for credit losses of $2.9 million for the ALLL from December 31, 2016 to September 30, 2017.

comparable period in 2023, and a recovery of credit losses of $0.3 million for the fourth quarter of 2023. The allowance related to the commercial and industrial loan portfolio increased from $4.2 million at December 31, 2016 to $5.1 million at September 30, 2017,recovery of credit losses was primarily due to revisions to the regulatory rating of a shared national credit ("SNC") in which the Company is a participant, changes in the quality of the portfolio and general improvement in the Company's historical loss rates used to compute the allowance not specifically allocated to individual credits. SNCs are credit facilities greater than $20 million that are shared by three or more federally supervised financial institutions and are reviewed annually by regulatory authorities at the agent bank level. The SNC that the Company is a participant is for a local customer that outgrew the lending limit of the Company and involves three banks. The reserve recorded in the quarter ended September 30, 2017 related to this SNC reflects the loss factors associated with the rating assigned to this SNC as a result of the current year review by the Office of the Comptroller of the Currency (“OCC”). The Company’s balance outstanding at September 30, 2017 associated with this SNC is $25.8 million, with an additional commitment of $6.4 million related to a linedecline in loan balances from the fourth quarter of credit to the borrower. As of September 30, 2017, the SNC is performing in accordance to terms2023 and debt service coverage ratios are acceptable.

The allowance allocated to the commercial real estate portfolio decreased $0.3 million from $6.6 million at December 31, 2016 to $6.3 million at September 30, 2017, primarily due to an improvementa reduction in the historical loss rate of the portfolio which wasresidential real estate loans that were partially offset by growth in the loan portfolio.

The allowance allocated to the residential real estate portfolio decreased from $6.7 million at December 31, 2016 to $5.9 million at September 30, 2017, primarily due to a decrease in risk-rated loans and improvement in historical loss rates, offset by growth in the loan portfolio.

The allowance allocated to the home equity loan portfolio decreased slightly from $1.4 million at December 31, 2016 to $1.3 million at September 30, 2017.

The allowance allocated to the consumer loan portfolio remained flat at $0.1 million at December 31, 2016 and September 30, 2017.

The allowance allocated to overdraft deposit accounts increased slightly from $0.8 million at December 31, 2016 to $1.0 million at September 30, 2017.

Table Nine
Non-Accrual and Past-Due Loans

The Company's nonperforming assets and past-due loans are shown below (dollars in thousands):
 As of September 30,December 31,
201720162016
Non-accrual loans$10,673
$14,591
$13,701
Accruing loans past due 90 days or more22
569
382
  Total non-performing loans10,695
15,160
14,083
Other real estate owned ("OREO")3,995
5,435
4,588
Total non-performing assets$14,690
$20,595
$18,671
    
As a Percent of Loans and Other Real Estate Owned:   
Non-performing loans0.47%0.69%0.61%
    
Past-due loans$7,569
$8,970
$8,594
    
As a Percentage of Total Loans   
Past-due loans0.24%0.30%0.28%

The Company’s ratio of non-performing assets to total loans and other real estate owned improved from 0.61% at December 31, 2016 to 0.47% at September 30, 2017. Excluded from this ratio are purchased credit-impaired loans in which the Company estimated cash flows and estimated a credit mark. These loans are considered performing loans provided that the loan

is performing in accordance with the estimated expectations. Such loans would be considered non-performing loans if the loan's performance deteriorates below the initial expectations. Total past due loans decreased from $8.6 million, or 0.28% of total loans outstanding, at December 31, 2016 to $7.6 million, or 0.24% of total loans outstanding, at September 30, 2017.

Interest on loans is accrued and credited to operations based upon the principal amount outstanding. The accrual of interest income is generally discontinued when a loan becomes 90 days past due as to principal or interest, unless the loan is well collateralized and in the process of collection. When interest accruals are discontinued, interest credited to income in the current year that is unpaid and deemed uncollectible is charged to operations. Prior-year interest accruals that are unpaid and deemed uncollectible are charged to the allowance for loan losses, provided that such amounts were specifically reserved.

Table Ten
Impaired Loans

Information pertaining to the Company's impaired loans is included in the following table (in thousands):
 As of September 30,As of December 31,
 201720162016
Impaired loans with a valuation allowance$5,804
$
$2,832
Impaired loans with no valuation allowance4,157
5,367
4,749
Total impaired loans$9,961
$5,367
$7,581
    
Allowance for loan losses allocated to impaired loans$705
$
$665

The average recorded investment in impaired loansnet charge-offs during the nine months ended September 30, 2017 and September 30, 2016 was $10.0 million and $6.5 million, respectively.  There were no commitments to provide additional funds on non-accrual, impaired, or other potential problem loans at September 30, 2017.  first quarter of 2024.


The Company recognized less than $0.2 million of interest income received in cash on non-accrual and impaired loans for both the nine months ended September 30, 2017 and September 30, 2016.  Less than $0.2 million of interest income would have been recognized during the nine months ended September 30, 2017 and September 30, 2016, if such loans had been current in accordance with their original terms.

Table Eleven
Troubled Debt Restructurings ("TDRs")

The following table sets forth the Company's troubled debt restructurings ("TDRs") (in thousands):
 As of September 30,December 31,
 201720162016
Accruing:   
Residential real estate$20,741
$19,944
$20,424
Home equity2,947
3,159
3,105
Commercial and industrial31
46
42
Commercial real estate8,427
2,718
5,525
   Total accruing TDRs32,146
25,867
29,096
    
Non-Accruing:   
Residential real estate47
452
391
Home equity
85
30
   Total non-accruing TDRs47
537
421
    
Total TDRs$32,193
$26,404
$29,517

Regulatory guidance requires that loans be accounted for as collateral-dependent loans when borrowers have filed Chapter 7 bankruptcy, the debt has been discharged by the bankruptcy court and the borrower has not reaffirmed the debt. The filing of bankruptcy is deemed to be evidence that the borrower is in financial difficulty and the discharge of debt by the bankruptcy court is deemed to be a concession granted to the borrower.

The Company's troubled debt restructurings ("TDRs") related to its borrowers who had filed for Chapter 7 bankruptcy protection make up 71% of the Company's total TDRs as of September 30, 2017. The average age of these TDRs was 12.0 years; the average current balance as a percentage of the original balance was 68.2%; and the average loan-to-value ratio was 65.6% as of September 30, 2017. Of the total 461 Chapter 7 related TDRs, 26 had an estimated loss exposure based on the current balance

and appraised value at September 30, 2017. The increase in commercial real estate TDRs from September 30, 2016 to September 30, 2017 primarily resulted from an addition of 2 loans with a total balance of $5.8 million.



Non-Interest Income and Non-Interest Expense


NineThree months ended September 30, 2017March 31, 2024 vs. 20162023
(in millions)
Three months ended March 31,
20242023$ Change% Change
Net investment securities (losses) gains$(0.2)$1.2 $(1.4)(116.7)
Non-interest income, excluding net investment securities gains (losses)18.1 17.5 0.6 3.4 
Non-interest expense, less merger-related expenses35.9 33.0 2.9 8.8 
 Nine months ended September 30,  
 20172016$ Change% Change
Gains on sale of investment securities$4.3
$3.5
$0.8
22.9 %
Non-interest income (excluding above gains)43.8
40.9
2.9
7.1 %
     
Non-interest expense73.1
73.7
(0.6)(0.8)%


Non-Interest Income: TheNon-interest income was $17.9 million during the quarter ended March 31, 2024, as compared to $18.7 million during the quarter ended March 31, 2023. During the first quarter of 2024, the Company realized $4.3 million and $3.5reported $0.2 million of investmentunrealized fair value losses on the Company’s equity securities compared to $0.8 million of realized gains during the nine months ended September 30, 2017 and nine months ended September 30, 2016, respectively. These gains represented partial recoveries of impairment charges previously recognized on pools of trust preferred securities. As a result offrom the sale of theseinvestment securities and $0.4 million of unrealized fair value gains on the Company no longer holds any pooled trust preferredCompany’s equity securities in its investment portfolio. during the first quarter of 2023.

Exclusive of these gains,items, non-interest income increased $0.6 million, or 2.9%, from $40.9$17.5 million for the first nine monthsquarter of 20162023 to $43.8$18.1 million for the first nine monthsquarter of 2017.2024. This increase was mainly duelargely attributable to an increase of $1.5$0.5 million, (7.7%)or 7.2%, in service charges, an increase of $0.6$0.4 million, (25.2%) in bank owned life insurance revenues due to death benefit proceeds, an increase of $0.5 million (12.4%)or 16.4%, in trust and investment management fee income, and ana $0.2 million, or 3.0%, increase of $0.4 million (3.5%) in bankcard revenues.

Non-Interest Expense: Non-interest expenses decreased $0.6 million, from $73.7 million in the first nine months of 2016 to $73.1 million in the first nine months of 2017. This decrease was largely due to a decrease in other expenses of $0.5 million, FDIC insurance expense of $0.5 million, and legal and professional fees of $0.3 million. These decreases were partially offset by an increase in salaries and employee benefits of $0.4 million and occupancy and equipment of $0.4 million.

Income Tax Expense: The Company’s effective income tax rate for the nine months ended September 30, 2017 was 32.5% compared to 33.3% for the nine months ended September 30, 2016. 


Three months ended September 30, 2017 vs. 2016
(in millions)

 Three months ended September 30,  
 20172016$ Change% Change
Gains on sale of investment securities$
$2.7
$(2.7)(100.0)%
Non-interest income (excluding investment gains)$14.6
$14.1
$0.5
3.5 %
     
Non-interest expense24.3
25.3
$(1.0)(4.0)%

Non-Interest Income: The Company realized $2.7 million of realized investment gains during the third quarter of 2016. These gains represented partial recoveries of impairment charges previously recognized on pools of trust preferred securities. Exclusive of these gains, non-interest income increased from $14.1 million for the third quarter of 2016 to $14.6 million for the third quarter of 2017. This increase was mainly due to an increase in service charge revenues of $0.6 million (8.4%), an increase in trust and investment management fee income of $0.1 million (10.7%), and an increase in bankcard revenue of $0.1 million (1.8%). These increases were partially offset by a decrease in other income of $0.2$0.6 million.


Non-Interest Expense: Non-interest expenses decreased $1.0$2.7 million, or 7.1%, from $25.3$38.6 million in the thirdfirst quarter of 20162023 to $24.3$35.9 million in the thirdfirst quarter of 2017.2024. During the quarter ended March 31, 2023, the Company recognized $5.6 million of acquisition and integration expenses (included in other expenses) associated with the completed acquisition of Citizens Commerce Bancshares, Inc. (“Citizens”) and its principal banking subsidiary, Citizens Commerce Bank, on March 10, 2023. Excluding these expenses, non-interest expenses increased $2.9 million from $33.0 million in the quarter ended March 31, 2023 to $35.9 million in the quarter ended March 31, 2024. This increase was largely due to a decrease from the third quarteran increase in salaries and employee benefits of 2016 in legal$1.2 million due to salary adjustments and professional fees of $0.4increased health insurance costs. In addition, bankcard expenses increased $0.5 million, (42.0%), repossessed asset losses of $0.2other expenses increased $0.5 million, (64.9%), and FDIC insurance expense increased $0.3 million. .
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Table of $0.2 million (35.4%).Contents



Income Tax Expense: The Company's effective income tax rate for the three months ended September 30, 2017March 31, 2024 and March 31, 2023 was 33.5% compared to 32.5% for the year ended December 31, 2016,19.5%, and 33.2% for the three months ended September 30, 2016. The effective income tax rate is based upon the Company's expected tax rate for the year ended December 31, 2017.20.5%, respectively.


Risk Management


Market risk is the risk of loss due to adverse changes in current and future cash flows, fair values, earnings or capital due to adverse movements in interest rates and other factors, including foreign exchange rates, underlying credit risk and commodity prices. Because the Company has no significant foreign exchange activities and holds no commodities, interest rate risk represents the primary market risk factor affecting the Company’s balance sheet and net interest margin. Significant changes in interest rates by the Federal Reserve could result in similar changes in LIBORSOFR interest rates, prime rates, and other benchmark interest rates that could affect the estimated fair value of the Company’s investment securities portfolio, interest paid on the Company’s short-term and long-term borrowings, interest earned on the Company’s loan portfolio and interest paid on its deposit accounts. The Company utilizes derivative instruments, primarily in the form of interest rate swaps, to help manage its interest rate risk on commercial loans.


The Company’s Asset and Liability Committee (“ALCO”)ALCO has been delegated the responsibility of managing the Company’s interest-sensitive balance sheet accounts to maximize earnings while managing interest rate risk. ALCO, comprised of various members of executive and senior management, is also responsible for establishing policies to monitor and limit the Company’s exposure to interest rate risk and to manage the Company’s liquidity position. ALCO satisfies its responsibilities through at least quarterly meetings during which product pricing issues, liquidity measures, and interest sensitivity positions are monitored.


In order to measure and manage its interest rate risk, the Company uses an asset/liability management and simulation software model to periodically update the interest sensitivity position of the Company’s balance sheet. The model is also used to perform analyses that measure the impact on net interest income and capital as a result of various changes in the interest rate environment. Such analyses quantify the effects of various interest rate scenarios on projected net interest income.


The Company’s policy objective is to avoid negative fluctuations in net income or the economic value of equity of more than 15% within a 12-month period, assuming an immediate parallel increase or decrease of 400100 to 300 basis points. The Company measures the long-term risk associated with sustained increases and decreases in rates through analysis of the impact to changes in rates on the economic value of equity.


The following table summarizes the sensitivity of the Company’s net income to various interest rate scenarios. The results of the sensitivity analyses presented below differ from the results used internally by ALCO in that, in the analyses below, interest rates are assumed to have an immediate and sustained parallel shock. The Company recognizes that rates are volatile, but rarely move with immediate and parallel effects. Internally, the Company considers a variety of interest rate scenarios that are deemed to be possible while considering the level of risk it is willing to assume in “worst-case” scenarios such as shown by the following:
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Table of Contents
Immediate Basis Point Change in Interest RatesImplied Federal Funds Rate Associated with Change in Interest RatesEstimated Increase (Decrease) in Net Income Over 12 Months
September 30, 2017  
+400
5.25%+8.2 %
+300
4.25
+9.4
+200
3.25
+8.7
+100
2.25
+5.9
-50
0.75
-5.9
-100
0.25
-12.4
   
December 31, 2016 
 
+400
4.75%+8.0 %
+300
3.75
+9.9
+200
2.75
+9.7
+100
1.75
+6.2
-50
0.25
-6.1
-100
(0.25)-9.5

Immediate Basis Point Change in Interest RatesImplied Federal Funds Rate Associated with Change in Interest RatesEstimated Increase or Decrease in Net Income Over 12 Months
March 31, 2024  
+300 8.50 %-3.2 %
+200 7.50 -2.0 
+1006.50 -0.7 
-1004.50 -6.4 
-2003.50 -9.9 
-3002.50 -14.3 
December 31, 2023  
+300 8.50 %-4.5 %
+200 7.50 -2.4 
+100 6.50 -1.6 
-1004.50 -7.2 
-2003.50 -8.3 
-3002.50 -13.9 
These estimates are highly dependent upon assumptions made by management, including, but not limited to, assumptions regarding the manner in which interest-bearing demand deposit and savingsavings deposit accounts reprice in different interest rate scenarios, changes in the composition of deposit balances, pricing behavior of competitors, prepayments of loans and deposits under alternative rate environments, and new business volumes and pricing. As a result, there can be no assurance that the estimates above will be achieved in the event that interest rates increase or decrease during 2017the remainder of 2024 and beyond.  The estimates above do not necessarily imply that the Company will experience increases in net income if market interest rates rise.  The table above indicates how the Company’s net income behaves relative to an increase or decrease in rates compared to what would otherwise occur if rates remain stable.


Based upon the estimates above, the Company believes that its net income is positively correlated with increasing rates as compared to the level of net income the Company would expect if interest rates remain flat.

Liquidity and Capital Resources


Liquidity


The Company evaluates the adequacy of liquidity at both the City Holding Company ("City Holding") level and at the banking subsidiaryCity National level. At the City Holding level, the principal source of cash is dividends from its banking subsidiary, City National Bank ("City National").National. Dividends paid by City National to City Holding are subject to certain legal and regulatory limitations. Generally, any dividends in amounts that exceed the earnings retained by City National in the current year plus retained net profits for the preceding two years must be approved by regulatory authorities. At September 30, 2017,March 31, 2024, City National could pay dividends up to $95.3$69.3 million plus net profits for the remainder of 2017,2024, as defined by statute, up to the dividend declaration date without prior regulatory permission.


On December 19, 2016, the Company announced that it had filed a prospectus supplement to its existing shelf registration statement on Form S-3 for the sale of its common stock having an aggregate value of up to $55 million through an "at-the-market" equity offering program. The Company intends to use the net proceeds from the offering to support loan growth, bolster regulatory capital, and provide cash for possible future acquisitions. Pending this use, the proceeds will be invested by the Company in various investment securities. During the quarter ended March 31, 2017, the Company sold approximately 441,000 common shares at a weighted average price of $64.48, net of broker fees. Through November 1, 2017, the Company has sold approximately 548,000 common shares at a weighted average price of $64.82, net of broker fees. The Company has sold no shares since the first quarter of 2017.

City Holding used cash obtained from the dividends received from its banking subsidiary primarily to: (i) pay common dividends to shareholders and (ii) remit interest payments on the Company’s junior subordinated debentures.

Over the next 12 months, City Holding has an obligation to remit interest payments approximating $0.8 million on the debentures held by City Holding Capital Trust III. Interest payments on the debentures can be deferred for up to five years under certain circumstances and dividends to shareholders can, if necessary, be suspended.Additionally, City Holding anticipates continuing the payment of dividends on its common stock, which are expected to approximate $27.542.7 million on an annualized basis over the next 12 months based on common shareholdersshares outstanding at September 30, 2017.March 31, 2024.  However, dividends to shareholders can, if necessary, be suspended. In addition to these anticipated cash needs, City Holding has operating expenses and other contractual obligations, which are estimated to require $1.6 million of additional cash over the next 12 months. As of September 30, 2017,March 31, 2024, City Holding reported a cash balance of $35.950.0 million and management believes that City Holding’s available cash balance, together with cash dividends from City National, will be adequate to satisfy its funding and cash needs over the next 12 months.


ExcludingAs illustrated in the consolidated statements of cash flows, the Company generated $32.2 million of cash from operating activities during the first three months of 2024, primarily from interest income received on loans and dividendinvestments, net of interest expense paid on deposits and borrowings.  The Company generated $3.0 million of cash in investing activities during the first three months of 2024, primarily due to a decrease in loans of $34.0 million and proceeds from maturities and calls of $24.2 million. These increases were partially offset by purchases of available-for-sale securities of $49.3 million and payments discussed above, City Holding has no significant commitments or obligationsfor low income housing credits of $5.8 million. The Company generated $127.3 million of cash in years after 2017 other thanfinancing activities during the repaymentfirst three months of its $16.52024, principally as a result of an increase in interest-bearing deposits of $105.3 million, obligation under the debentures heldproceeds from long-term debt of $50.0 million, and an increase in non-interest-bearing deposits of $16.3 million. These increases were partially offset by City Holding Capital Trust III. However, this obligation does not mature until June 2038, or earlier at the optiona decrease in short-term borrowings of City Holding. It is expected that City Holding will be able to obtain the necessary cash, either through$29.9 million and dividends obtained from City National or the issuancepaid of other debt, to fully repay the debentures at their maturity.$10.6 million.

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City National manages its liquidity position in an effort to effectively and economically satisfy the funding needs of its customers and to accommodate the scheduled repayment of borrowings. Funds are available to City National from a number of sources, including depository relationships, sales and maturities within the investment securities portfolio, and borrowings from the Federal Home LoanReserve Bank ("FHLB") and other financial institutions.the FHLB. As of September 30, 2017,March 31, 2024, City National’s assets are significantly funded by deposits and capital. Additionally, City National maintains borrowing facilities with the FHLBFederal Reserve Bank and other financial institutionsthe FHLB that are accessed as necessary to fund operations and to provide contingency fundingfunding mechanisms. As of September 30, 2017,March 31, 2024, City National hashad outstanding borrowings totaling $150 million from these facilities and had the capacity to borrow an additional $1.61.5 billion from the FHLB and other financial institutions underthese existing borrowing facilities. City National maintains a contingency funding plan, incorporating these borrowing

facilities, to address liquidity needs in the event of an institution-specific or systemic financial industry crisis. Also, although it has no current intention to do so, City National could liquidate its unpledged securities, if necessary, to provide an additional funding source.Approximately $0.7 billion of City National’s investment securities were unpledged at March 31, 2024. City National also segregates certain mortgage loans, mortgage-backed securities, and other investment securities in a separate subsidiary so that it can separately monitor the asset quality of these primarily mortgage-related assets, which could be used to raise cash through securitization transactions or obtain additional equity or debt financing if necessary.


The Company manages its asset and liability mix to balance its desire to maximize net interest income against its desire to minimize risks associated with capitalization, interest rate volatility, and liquidity. With respect to liquidity, the Company has chosen a conservative posture and believes that its liquidity position is strong. The Company’s net loan to asset ratio is 75.3%64.4% as of September 30, 2017March 31, 2024 and deposit balances fund 79.4%80.1% of total assets. The Company has obligations to extend credit, but these obligations are primarily associated with existing home equity loans that have predictable borrowing patterns across the portfolio. The Company has investment security balances with carrying values that totaled $608.6 million$1.4 billion at September 30, 2017,March 31, 2024, and that greatly exceeded the Company’s non-deposit sources of borrowing, which totaled $298.0 million.$454.9 million.  Further, the Company’s deposit mix has a very high proportion of transaction and savings accounts that fund 53.2%62.6% of the Company’s total assets. As interest rates increase, deposit balances may decline or the composition of the deposit portfolio may shift to higher yielding deposit products, such as money market accounts or time deposits.


As illustrated in the Consolidated Statementsfollowing table reflects, less than 15% (estimated) of Cash Flows, the Company generated $54.5Company's deposits were uninsured (either with balances above $250,000 or not collateralized by investment securities) as of March 31, 2024.

Estimated Uninsured Deposits by Deposit Type
March 31, 2024December 31, 2023
Noninterest-Bearing Demand Deposits16 %16 %
Interest-Bearing Deposits
   Demand Deposits12 %%
   Savings Deposits12 %11 %
   Time Deposits15 %13 %
Total Deposits14 %12 %
The amounts listed above represent management's best estimate as of the respective period shown of uninsured deposits (either with balances above $250,000 or not collateralized by investment securities).

Capital Resources

Shareholders' equity increased $5.2 million of cash from operating activities during for the first ninethree months of 2017, primarily from interest income received on loans and investments, net of interest expense paid on deposits and borrowings.  The Company used $126.3 million of cash in investing activities during the first nine months of 2017,ended March 31, 2024, primarily due an increase in loansto net income of $63.1$29.5 million and net purchasesstock based compensation expense of investment securities of $136.4$1.1 million. These increases were partially offset by a decrease in maturities and callsother comprehensive loss $11.1 million, cash dividends declared of securities available-for-sale of $61.4 million. The Company generated $66.8 million of cash in financing activities during the first nine months of 2017, principally as a result of an increase in other short-term borrowings of $33.2 million, proceeds from the issuance of common stock of $28.4 million, and an increase in interest-bearing deposits of $27.3 million. These increases were partially offset by dividends paid of $20.2 million to the Company’s common stockholders and a decrease in non-interest bearing deposits of $2.4 million.


Capital Resources

During the first nine months of 2017, shareholders’ equity increased $57.9 million, or 13.1%, from $442.4 million at December 31, 2016 to $500.3 million at September 30, 2017.  This increase was primarily due to net income of $44.6$10.6 million and the issuancerepurchase of 36,438 common stockshares at a weighted average price of $28.4$100.24 per share ($3.7 million) as part of a one million that was partially offsetshare repurchase plan authorized by dividends declaredthe Board of $20.7 million.Directors in January 2024.


In July 2013, the Federal Reserve published the final rules that established a new comprehensive capital framework for banking organizations, commonly referred to as Basel III. These final rules substantially revised the risk-based capital requirements applicable to bank holding companies and depository institutions. The final rule became effective January 1, 2015 for smaller, non-complex banking organizations, with full implementation by January 1, 2019.

Regulatory guidelines require the Company to maintain a minimum common equity tier I ("CET1") capital ratio of 5.75% and a total capital to risk-adjusted assets ratio of 9.25%, with at least one-half of capital consisting of tangible common stockholders’ equity and a minimum Tier I leverage ratio of 7.25%. Similarly, City National is also required to maintain minimum capital levels as set forth by various regulatory agencies. Under capital adequacy guidelines, City National is required to maintain minimum CET1, total capital, Tier I capital, and leverage ratios of 5.75%, 9.25%, 7.25%, and 4.0%, respectively. To be classified as “well capitalized,” City National must maintain CET1, total capital, Tier I capital, and leverage ratios of 6.5%, 10.0%, 8.0%, and 5.0%, respectively.

When fully phased in on January 1, 2019, the Basel III Capital Rules will require City Holding and City National to maintain (i)minimum CET 1, Tier 1 and Total Capital ratios, along with a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% "capitalcapital conservation buffer" (which is added to the 4.5% CET1 ratio as that buffer, is phased in, effectively resulting in anew minimum ratio of CET1 to risk-weighted assets of at least 7.0% upon full implementation), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plusratios (which are shown in the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation), (iii) a minimum ratio of total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation) and (iv) a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average assets (as compared to a current minimum leverage ratio of 3.0% for banking organizations that either have the highest supervisory rating or have implemented the appropriate federal regulatory authority's risk-adjusted measure for market risk)table below).

The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019).

The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to City Holding Company or City National Bank.

The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1CET 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The Basel III Capital

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Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to City Holding Company or City National Bank.
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The Company’s regulatory capital ratios for both City Holding and City National include the 2.5% capital conservation buffer are illustrated in the following tables (in thousands):
(dollars in thousands):
March 31, 2024ActualMinimum Required - Basel IIIRequired to be Considered Well Capitalized
Capital AmountRatioCapital AmountRatioCapital AmountRatio
 
CET I Capital
     City Holding Company$644,235 16.2 %$279,242 7.0 %$259,296 6.5 %
     City National Bank580,069 14.6 278,196 7.0 258,325 6.5 
Tier I Capital
     City Holding Company644,235 16.2 339,079 8.5 319,134 8.0 
     City National Bank580,069 14.6 337,809 8.5 317,938 8.0 
Total Capital
     City Holding Company665,707 16.7 418,863 10.5 398,917 10.0 
     City National Bank601,542 15.1 417,293 10.5 397,422 10.0 
Tier I Leverage Ratio
     City Holding Company644,235 10.5 246,667 4.0 308,333 5.0 
     City National Bank580,069 9.4 246,423 4.0 308,029 5.0 
December 31, 2023ActualMinimum Required - Basel IIIRequired to be Considered Well Capitalized
Capital AmountRatioCapital AmountRatioCapital AmountRatio
 
CET I Capital
     City Holding Company$627,579 15.7 %$279,768 7.0 %$259,875 6.5 %
     City National Bank549,031 13.8 278,692 7.0 258,785 6.5 
Tier I Capital
     City Holding Company627,579 15.7 339,718 8.5 319,735 8.0 
     City National Bank549,031 13.8 338,412 8.5 318,505 8.0 
Total Capital
     City Holding Company648,646 16.2 419,652 10.5 399,669 10.0 
     City National Bank570,099 14.3 418,038 10.5 398,131 10.0 
Tier I Leverage Ratio
     City Holding Company627,579 10.2 245,468 4.0 306,835 5.0 
     City National Bank549,031 8.9 245,587 4.0 306,984 5.0 
September 30, 2017ActualMinimum Required - Basel III Phase-In ScheduleMinimum Required - Basel III Fully Phased-In (*)Required to be Considered Well Capitalized
Capital AmountRatioCapital AmountRatioCapital AmountRatioCapital AmountRatio
         
CET I Capital        
     City Holding Company$426,057
15.1%$162,423
5.750%$197,733
7.0%$183,609
6.5%
     City National Bank356,765
12.7
161,076
5.750
196,092
7.0
182,086
6.5
Tier I Capital        
     City Holding Company442,057
15.7
204,794
7.250
240,104
8.5
225,980
8.0
     City National Bank356,765
12.7
203,096
7.250
238,112
8.5
224,106
8.0
Total Capital        
     City Holding Company463,198
16.4
261,289
9.250
296,599
10.5
282,475
10.0
     City National Bank376,622
13.4
259,122
9.250
294,139
10.5
280,132
10.0
Tier I Leverage Ratio        
     City Holding Company442,057
11.1
160,012
4.0
160,012
4.0
200,015
5.0
     City National Bank356,765
9.0
157,814
4.0
157,814
4.0
197,268
5.0
         
(*) Represents the minimum required capital levels as of January 1, 2019 when Basel III Capital Rules have been fully phased in.



December 31, 2016ActualMinimum Required - Basel III Phase-In ScheduleMinimum Required - Basel III Fully Phased-In (*)Required to be Considered Well Capitalized
Capital AmountRatioCapital AmountRatioCapital AmountRatioCapital AmountRatio
         
CET I Capital        
     City Holding Company$371,677
13.3%$142,845
5.125%$195,105
7.0%$181,169
6.5%
     City National Bank310,912
11.2
141,860
5.125
193,761
7.0
179,921
6.5
Tier I Capital        
     City Holding Company387,677
13.9
184,653
6.625
236,913
8.5
222,977
8.0
     City National Bank318,872
11.5
183,381
6.625
235,281
8.5
221,441
8.0
Total Capital        
     City Holding Company408,406
14.7
240,397
8.625
292,658
10.5
278,722
10.0
     City National Bank338,675
12.2
238,741
8.625
290,641
10.5
276,801
10.0
Tier I Leverage Ratio        
     City Holding Company387,677
10.1
153,864
4.000
153,864
4.0
192,330
5.0
     City National Bank318,872
8.3
153,088
4.000
153,088
4.0
191,359
5.0
         
(*) Represents the minimum required capital levels as of January 1, 2019 when Basel III Capital Rules have been fully phased in.

As of September 30, 2017,March 31, 2024, management believes that City Holding Company and its banking subsidiary, City National, were “well capitalized.”  City Holding is subject to regulatory capital requirements administered by the Federal Reserve, while City National is subject to regulatory capital requirements administered by the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (“FDIC”).  Regulatory agencies can initiate certain mandatory actions if either City Holding or City National fails to meet the minimum capital requirements, as shown above.  As of September 30, 2017,March 31, 2024, management believes that City Holding and City National have met all capital adequacy requirements.


Depository institutions and depository institution holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio of greater than 9%, off–balance–sheet exposures of 25% or less of total consolidated assets and trading assets plus trading liabilities of 5% or less of total consolidated
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Table of Contents
assets, are deemed “qualifying community banking organizations” and are eligible to opt into the “community bank leverage ratio framework.” A qualifying community banking organization that elects to use the community bank leverage ratio framework and that maintains a leverage ratio of greater than 9% is considered to have satisfied the generally applicable risk–based and leverage capital requirements under the Basel III Rules and, if applicable, is considered to have met the “well capitalized” ratio requirements for purposes of its primary federal regulator’s prompt corrective action rules. The Company and its subsidiary bank do not have any immediate plans to elect to use the community bank leverage ratio framework but may make such an election in the future.

Item 3 -Quantitative and Qualitative Disclosures About Market Risk

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

The information called for by this item is provided under the caption “Risk Management” under Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Item 4 -Controls and Procedures

Item 4 - Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, the Company carried out an evaluation, with the participation of the Company’smanagement, including the Company’sChief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Company’sChief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’speriodic SEC filings.  There has been no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2017March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



Part II -OTHER INFORMATION

Part II - OTHER INFORMATION

Item 1.Legal Proceedings

Item 1.Legal Proceedings

The Company is engaged in various legal actions that it deems to be in the ordinary course of business. As these legal actions are resolved, the Company could realize positive and/or negative impact to its financial performance in the period in which these legal actions are ultimately resolved. There can be no assurance that current actions will have immaterial results, either positive or negative, or that no material actions may be presented in the future.



Item 1A. Risk Factors


There have been no material changes toReaders should carefully consider the risk factors previously disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year endedDecember 31, 2016.2023


Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
At-The-Market Common Stock Offering

On December 19, 2016,January 31, 2024, the Board of Directors of the Company announced that it had filed a prospectus supplementauthorized the Company to its existing shelf registration statement on Form S-3 for the salebuy back up to 1,000,000 shares of its common stock having an aggregate value(approximately 7% of upoutstanding shares) in open market transactions at prices that are accretive to $55 million through an "at-the-market" equity offeringthe earnings per share of continuing shareholders. No time limit was placed on the duration of the share repurchase program. During the first quarterAs part of 2017,this authorization, the Company issued 440,604 shares ofterminated its previous repurchase program that was approved in May 2022. The following table sets forth information regarding the Company's common stock at an average price receivedrepurchases transacted during the quarter ended March 31, 2024:
Total NumberMaximum Number
of Shares Purchasedof Shares that May
as Part of PubliclyYet Be Purchased
Total Number ofAverage PriceAnnounced PlansUnder the Plans
PeriodShares PurchasedPaid per Shareor Programsor Programs
February 1, 2024 - February 29, 2024*18,138100.66 18,138981,862
March 1, 2024 - March 31, 202418,30099.82 36,438963,562

52

Table of $64.48, net of commissions and excluding one-time offering costs of $265,000.  Based on the average sales price of $66.48 as of September 30, 2017, approximately 279,000 remaining shares may be issued under the “at-the-market” equity offering program.Contents

*There were no common stock repurchases in January 2024.


Item 3.Defaults Upon Senior Securities

Item 3.Defaults Upon Senior Securities

None.


Item 4.Mine Safety Disclosures

Item 4.Mine Safety Disclosures

None.


Item 5.Other Information

Item 5.Other Information
None.


During the three months ended March 31, 2024, none of our directors or officers informed us of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.



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Item 6.Exhibits

Item 6.Exhibits

The exhibits required to be filed or furnished with this Form 10-Q are attached hereto or incorporated herein by reference. For a list of such exhibits, seereference as shown in the following "Exhibit Index."


SIGNATURES

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

City Holding Company
(Registrant)
/s/ Charles R. Hageboeck
Charles R. Hageboeck
President and Chief Executive Officer
(Principal Executive Officer)
/s/ David L. Bumgarner
David L. Bumgarner
Senior Vice President, Chief Financial Officer and Principal Accounting Officer
(Principal Financial Officer)


Date: November 3, 2017

Exhibit Index


The following exhibits are filed herewith or are incorporated herein by reference.

Agreement and Plan of Merger, dated November 14, 2011,October 18, 2022, by and among Virginia Savings Bancorp, Inc., Virginia Savings Bank, F.S.B., City Holding Company and City National Bank of West VirginiaCitizens Commerce Bancshares, Inc. (attached to, and incorporated by reference from, City Holding Company’s Form 8-K dated November 14, 2011,October 18, 2022, and filed with the Securities and Exchange Commission on November 14, 2011)October 18, 2022).
Agreement and Plan of Merger, dated August 2, 2012,July 11, 2018, by and among Community Financial Corporation, CommunityPoage Bankshares, Inc., Town Square 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,July 11, 2018, and filed with the Securities and Exchange Commission on August 7, 2012)July 12, 2018).
3(a)
ArticlesAgreement and Plan of Incorporation ofMerger, dated July 11, 2018, by and among Farmers Deposit Bancorp, Inc., Farmers Deposit Bank, 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)
ArticlesNational Bank of Amendment to the Articles of Incorporation of City Holding Company, dated March 6, 1984West Virginia (attached to, and incorporated by reference from, City Holding Company'sCompany’s Form 8-K Report dated March 7, 1984,July 11, 2018, and filed with the Securities and Exchange Commission on March 22, 1984)July 12, 2018).
3(c)
Articles of Amendment to theAmended and Restated 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(attached to, and incorporated by reference from City Holding Company's Form 10-Q Quarterly Report for the quarter endedending September 30, 1994,2021, filed November 14, 19944, 2021 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).
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).
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).
Articles of Amendment to the Articles of Incorporation of City Holding Company, dated April 19, 2017 (attached to, and incorporated by reference from, City Holding Company's Form 10-Q Quarterly Report for the quarter ended March 31, 2017, filed May 5, 2017 with the Securities and Exchange Commission).
Amended and Restated Bylaws of City Holding Company, revised February 24, 2010December 18, 2019 (attached to, and incorporated by reference from, City Holding Company’s Current Report on Form 8-K filed March 1, 2010December 20, 2019 with the Securities and Exchange Commission).
Rights Agreement dated as of June 13, 2001 (attached to, and incorporated by reference from, City Holding Company's Form 8–A, filed June 22, 2001, with the Securities and Exchange Commission).
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).
Change in Control Agreement for David L. Bumgarner, effective as of May 4, 2022.
Change in Control Agreement for Jeffrey D. Legge, effective as of May 4, 2022.
Change in Control Agreement for Michael T. Quinlan, Jr., effective as of May 4, 2022.
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Charles R. HageboeckHageboeck.
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for David L. BumgarnerBumgarner.
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Charles R. HageboeckHageboeck.
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for David L. BumgarnerBumgarner.
101Interactive Data File - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.101.INSXBRL Instance Document*
101.SCH101.SCHXBRL Taxonomy Extension Schema*
101.CAL101.CALXBRL Taxonomy Extension Calculation Linkbase*
101.DEF101.DEFXBRL Taxonomy Extension Definition Linkbase*
101.LAB101.LABXBRL Taxonomy Extension Label Linkbase*
101.PRE101.PREXBRL Taxonomy Extension Presentation Linkbase*
*

104Cover Page Interactive Data file (formatted as inline XBRL and contained in Exhibit 101).
* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
54


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
City Holding Company
(Registrant)
/s/ Charles R. Hageboeck
Charles R. Hageboeck
President and Chief Executive Officer
(Principal Executive Officer)
/s/ David L. Bumgarner
David L. Bumgarner
Executive Vice President, Chief Financial Officer and Principal Accounting Officer
(Principal Financial Officer)



Date: May 8, 2024
60
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