[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2022
or
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________.
Commission File Number 0-11733
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
CITY HOLDING COMPANY
401(k) Plan and Trust
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
City Holding Company
25 Gatewater Road
Charleston, West Virginia 25313
City Holding Company
401(k) Plan and Trust
Form 11-K
Year Ended December 31, 2022
Required Information
The City Holding Company 401(k) Plan and Trust (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Accordingly, in lieu of the requirements of Items 1-3 of this section, the Plan is filing financial statements and supplemental schedules prepared in accordance with the financial reporting requirements of ERISA. The following financial statements and supplemental schedules, attached hereto, are filed as part of the Annual Report:
Report of Independent Registered Public Accounting Firm
Participants of City Holding Company 401(k) Plan and Trust and Board of Directors
City Holding Company
Charleston, West Virginia
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the City Holding Company 401(k) Plan and Trust (the “Plan”) as of December 31, 2022 and 2021, and the related statements of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes and schedule (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and changes in net assets available for plan benefits for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplementary Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2022, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable and performing procedures to test the completeness and accuracy of the information presented in the supplemental
1
information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
The accompanying notes are an integral part of these financial statements.
3
City Holding Company
401(k) Plan and Trust
Statement of Changes in Net Assets Available for Benefits
Year Ended
December 31, 2022
Additions:
Investment income:
Interest and dividends
$
442,535
Interest income on notes receivable from participants
86,009
Other income
136,470
Contributions:
Contributions from employer
1,137,574
Contributions from participants
3,338,282
4,475,856
Total additions
5,140,870
Deductions:
Benefits paid to participants
6,311,877
Administrative expenses
16,021
Total deductions
6,327,898
Net depreciation in fair value of investments
7,192,947
Net decrease
(8,379,975)
Net assets available for benefits:
Beginning of year
85,476,199
End of year
$
77,096,224
The accompanying notes are an integral part of these financial statements.
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City Holding Company
401(k) Plan and Trust
Notes to Financial Statements
Note 1. Description of Plan
The following description of the City Holding Company 401(k) Plan and Trust (the “Plan”) provides only general information. Participants should refer to the plan document for a complete description of the Plan's provisions.
General - The Plan is a defined contribution savings plan covering all employees of City Holding Company and its subsidiaries (the “Company”) who are eligible for participation in the Plan the first day of the month subsequent to date of hire or attaining the age of 18. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the "CARES Act") was passed by Congress. The CARES Act, among other things, includes several temporary relief provisions available to tax qualified retirement plans and their participants. Plan management evaluated the impact of the CARES Act on the Plan and approved changes to the Plan in 2020 to temporarily (i) add COVID-19-related distributions of up to $100,000 for eligible participants, (ii) permit employees to repay COVID-19 related distributions within three years of the date of distribution s a rollover contribution, (iii) increase the limit on Plan loans for eligible participants to the maximum permitted under the CARES Act, (iv) suspend payments on Plan loans otherwise due in 2020 for eligible participants, and (v) suspend required minimum distributions for 2020. These temporary CARES Act provisions expired at the end of 2020. The Plan was amended in October 2022 to reflect these changes.
Participant Accounts - Each participant's account is credited with the participant's contribution, allocations of the Company's contributions and plan earnings, and charged with benefit payments, transaction fees associated with notes receivable and plan losses. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.
Investment Options - Participants direct the investment of their accounts into various investment options offered by the Plan. The Plan currently offers mutual funds, Company stock and a collective investment fund as investment options.
Contributions - Participants may elect to contribute, on a pre-tax salary-deferral basis, a portion of their annual compensation, subject to federal income tax limits. Effective January 1, 2018, Plan participants may also elect to contribute on an after-tax salary-deferral basis.
Included in participant contributions are approximately $0.2 million in 2022 of participant account balances rolled-over from previous employers' qualified plans. Participants may elect, on an annual basis, to have the dividends on their investment in the Company's stock to be paid directly to the participant or reinvested in the participant's account in the Company's stock.
The Company's contribution consists of a 50% match of the first 6% of each eligible participant's contribution as directed by the participant's investment elections. If a participant does not elect an investment option, all contributions are invested in an age-based default fund (based upon the participant's age), as defined in the Plan agreement.
Vesting - Participants are immediately vested in all contributions, the employer match, and earnings thereon when they are made to the Plan.
5
Fully Benefit-Responsive Investment Contracts - This investment is a general account product offered through a group annuity contract and the participant's principal and interest are fully guaranteed by the entire general account assets of the insurance company. Participant transfers may be restricted for up to 30 days in the event of excessive participant trading. If the Plan Sponsor chooses a book value payout for termination, participant transfer restrictions will apply until the money is paid to the next provider.
Notes Receivable from Participants - Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of equal to the lesser of $50,000 or 50% of their account balance. Loan terms range from 1-5 years or for a reasonable time period if for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at Prime plus 100 basis points. Participant assets are utilized to pay administrative fees associated with processing participant loans. At December 31, 2022, notes receivable from participants bore interest at interest rates that range from 4.25% to 8.00%.
Payment of Benefits - Benefits, representing each participant's share in the Plan, are generally payable upon the participating employee's death, retirement, disability, or separation from the Company. Benefits are payable in the form of cash, stock, or a combination thereof.
Plan Termination - Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
Note 2. Significant Accounting Policies
Basis of Accounting - The accounting records of the Plan are maintained on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the certain reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Accordingly, actual results could differ from these estimates and assumptions.
Investment Valuation and Income Recognition - Investments are reported at fair value, except for the fully benefit-responsive investment contracts, which are recorded at contract value. Contract value is the relevant measure for the portion of the net assets available for benefits of a defined contribution plan attributable to a fully benefit-responsive investment contract because contract value is the amount participants normally would receive if they were to initiate permitted transactions under the Plan. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Plan management determines the Plan's valuation policies utilizing information provided by the trustee (or custodian). See Note 3 for discussion of fair value measurements.
The methodology for calculating the interest crediting rate for the fully benefit-responsive investment contract is based on the earnings of the underlying assets in the entire medium-long term new portfolio compared to the minimum interest crediting rate, as stated in the contract, and prevailing market conditions. Interest crediting rate is reset quarterly.
Interest income interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan's gains and losses on investments bought and sold, as well as held during the year. Purchases and sales of securities are recorded on a trade-date basis.
Notes Receivable from Participants - Notes receivable from participants are measured at their unpaid principal balance, plus any accrued but unpaid interest. Delinquent participant loans are classified as distributions based upon the terms of the Plan document.
Payment of Benefits - Benefits are recorded upon distribution.
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Administrative Expenses - The Company provides certain accounting and administrative services to the Plan without charge. The Company also pays certain administrative costs on behalf of the Plan, including legal and accounting fees. Expenses relating to specific participant transactions (notes receivable from participants) are charged directly to the participant's account and are presented on the statement of changes in net assets available for benefits as administrative expenses.
Note 3. Fair Value Measurements
Fair value is defined under GAAP as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy was established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The fair value hierarchy is as follows:
Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a company's own assumptions about the assumptions that market participants would use in pricing an asset or liability.
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Plan's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.
The Plan used the following methods and significant assumptions to estimate fair value for assets and liabilities recorded at fair value. There have been no changes in the methodologies used at December 31, 2022 and 2021.
Mutual funds. Mutual funds are reported at fair value utilizing Level 1 inputs, determined by quoted prices on nationally recognized exchanges.
Common Stock of City Holding Company. Common Stock of City Holding Company is reported at fair value utilizing Level 1 inputs. The fair value of the common stock for City Holding Company is determined by the closing price reported on NASDAQ.
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The following table represents assets and liabilities measured at fair value on a recurring basis:
Total
Level 1
Level 2
Level 3
December 31, 2022
Mutual funds
$
50,380,030
$
50,380,030
$
—
$
—
Common stock
15,670,060
15,670,060
—
—
Total assets in the fair value hierarchy
$
66,050,090
$
66,050,090
$
—
$
—
December 31, 2021
Mutual funds
$
61,005,656
$
61,005,656
$
—
$
—
Common stock
14,635,186
14,635,186
—
—
Total assets in the fair value hierarchy
$
75,640,842
$
75,640,842
$
—
$
—
Note 4. Exempt Party-In-Interest Transactions
At December 31, 2022 and 2021, the Plan held 168,333 and 178,936 shares, respectively, of the Company's common stock. During the year ended December 31, 2022, the Plan recorded dividend income of approximately $0.4 million.
City National Bank of West Virginia, a subsidiary of the Company, is the trustee of the Plan's assets.
Note 5. Tax Status
The Plan has received a determination letter from the Internal Revenue Service (“IRS”) dated December 30, 2014, stating that the Plan, as designed, is qualified under Section 401(a) of the Internal Revenue Code (“IRC”). Although the Plan has been amended since receiving the determination letter, the Company believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. Therefore, the Company believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.
In line with GAAP, the plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2022 and 2021, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits.
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City Holding Company
401(k) Plan and Trust
Plan: 002 EIN: 55-0619957
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2022
(a)
(b)
(c)
(d)
(e)
Identity of Issue, Borrower,
Description of
Current
Lessor, or Similar Party
Investment
Cost **
Value
Investments in mutual funds:
Federated Short-Intermediate Total Return Bond
69,910 units
**
$
685,816
Federated Max-Cap Index Fund
376,758 units
**
2,610,935
Federated Total Return Bond Fund
93,119 units
**
881,838
Federated Mid-Cap Index Fund
253,156 units
**
3,809,992
Federated Stock Trust Fund
81,200 units
**
2,125,813
American Funds American Balanced Fund
466,636 units
**
13,406,446
American Funds EuroPacific Growth Fund
46,078 units
**
2,256,878
American Funds Washington Mutual Investor Fund
103,728 units
**
5,355,483
T. Rowe Price Dividend Growth Fund
57,396 units
**
3,677,371
MFS Growth R6 Fund
5,450 units
**
727,486
Vanguard Strategic Small-Cap Equity Fund
110,052 units
**
3,480,930
T. Rowe Price Retirement 2020 Fund
66,860 units
**
1,091,163
T. Rowe Price Retirement 2025 Fund
54,679 units
**
780,816
T. Rowe Price Retirement 2030 Fund
119,652 units
**
2,549,793
T. Rowe Price Retirement 2035 Fund
84,806 units
**
1,414,558
T. Rowe Price Retirement 2040 Fund
79569 units
**
1,899,305
T. Rowe Price Retirement 2045 Fund
73,504 units
**
1,237,071
T. Rowe Price Retirement 2050 Fund
56,425 units
**
804,059
T. Rowe Price Retirement 2055 Fund
46,594 units
**
696,115
T. Rowe Price Retirement 2060 Fund
71,453 units
**
888,162
50,380,030
Common stock:
*
City Holding Company common stock
168,333 shares
**
15,670,060
Investment in fully benefit-responsive investment contracts
Guaranteed Interest Fund
Average yield of 1.55%
**
9,228,967
*
Participant loans***
Interest ranging from 4.25%
to 8.00%, maturing through
December 2027
-
1,817,167
Total
$
77,096,224
*
Indicates a party-in-interest to the Plan.
**
Cost information omitted for participant-directed investments
***
The accompanying financial statements classify participant loans as notes receivable from participants.
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Pursuant to the requirements of the Securities and Exchange Act of 1934, City Holding Company has duly caused this annual report to be signed by the undersigned thereunto duly authorized.
