COMMERCE BANCSHARES INC /MO/ (Form: 10-K, Received: 02/21/2019 17:26:32)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2018 — Commission File No. 0-2989

COMMERCE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)



Missouri		43-0889454
(State of Incorporation)		(IRS Employer Identification No.)
1000 Walnut,
Kansas City, MO		64106 (Zip Code)
(Address of principal executive offices)		(Zip Code)
(816) 234-2000
(Registrant’s telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:

Title of class		Name of exchange on which registered
$5 Par Value Common Stock		NASDAQ Global Select Market
Depositary Shares, each representing a 1/1000th interest in a share of 6.0% Series B Non-Cumulative Perpetual Preferred Stock		NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ

Indicate by check mark whether the Registrant (1) has 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 þ No o

Indicate by check mark whether the registrant has submitted electronically 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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o	Emerging growth company o
		(Do not check if a smaller reporting 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 o No þ

As of June 30, 2018 , the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $6,364,000,000 .

As of February 14, 2019 , there were 110,901,627 shares of Registrant’s $5 Par Value Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for its 2019 annual meeting of shareholders, which will be filed within 120 days of December 31, 2018 , are incorporated by reference into Part III of this Report.



Commerce Bancshares, Inc.

Form 10-K

INDEX			Page

PART I	Item 1.	Business	3

	Item 1a.	Risk Factors	8

	Item 1b.	Unresolved Staff Comments	12

	Item 2.	Properties	13

	Item 3.	Legal Proceedings	13

	Item 4.	Mine Safety Disclosures	13


PART II	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15

	Item 6.	Selected Financial Data	16

	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

	Item 7a.	Quantitative and Qualitative Disclosures about Market Risk	59

	Item 8.	Financial Statements and Supplementary Data	59

	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	125

	Item 9a.	Controls and Procedures	125

	Item 9b.	Other Information	127


PART III	Item 10.	Directors, Executive Officers and Corporate Governance	127

	Item 11.	Executive Compensation	127

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	127

	Item 13.	Certain Relationships and Related Transactions, and Director Independence	127

	Item 14.	Principal Accounting Fees and Services	127


PART IV	Item 15.	Exhibits and Financial Statement Schedules	128

	Item 16.	Form 10-K Summary	129

Signatures			130

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PART I


Item 1.	BUSINESS

General

Commerce Bancshares, Inc., a bank holding company as defined in the Bank Holding Company Act of 1956, as amended, was incorporated under the laws of Missouri on August 4, 1966. Through a second tier wholly-owned bank holding company, it owns all the outstanding capital stock of Commerce Bank (the “Bank”), which is headquartered in Missouri. The Bank engages in general banking business, providing a broad range of retail, mortgage banking, corporate, investment, trust, and asset management products and services to individuals and businesses. Commerce Bancshares, Inc. also owns, directly or through the Bank, various non-banking subsidiaries. Their activities include private equity investment, securities brokerage, insurance agency, and leasing activities. A list of Commerce Bancshares, Inc.'s subsidiaries is included as Exhibit 21.

Commerce Bancshares, Inc. and its subsidiaries (collectively, the "Company") is one of the nation’s top 50 bank holding companies, based on asset size. At December 31, 2018, the Company had consolidated assets of $25.5 billion, loans of $14.1 billion, deposits of $20.3 billion, and equity of $2.9 billion. The Company’s operations are consolidated for purposes of preparing the Company’s consolidated financial statements. The Company's principal markets, which are served by 169 branch facilities, are located throughout Missouri, Kansas, and central Illinois, as well as Tulsa and Oklahoma City, Oklahoma and Denver, Colorado. Its two largest markets are St. Louis and Kansas City, which serve as central hubs for the Company. The Company also has offices supporting its commercial customers in Dallas, Houston, Cincinnati, Nashville, Des Moines, Indianapolis, and Grand Rapids, and operates a payments business with sales representatives covering the continental United States of America (“U.S.”).

The Company’s goal is to be the preferred provider of financial services in its communities, based on strong customer relationships built through providing top quality service with a strong risk management culture, and employing a strong balance sheet with industry-leading capital levels. The Company operates under a super-community banking format which incorporates large bank product offerings coupled with deep local market knowledge, augmented by experienced, centralized support in select, critical areas. The Company’s focus on local markets is supported by an experienced team of bankers assigned to each market coupled with industry specialists. The Company also uses regional advisory boards, comprised of local business persons, professionals and other community representatives, who assist the Company in responding to local banking needs. In addition to this local market, community-based focus, the Company offers sophisticated financial products usually only available at much larger financial institutions.

The markets the Bank serves, being mainly located in the lower Midwest, provide natural sites for production and distribution facilities and serve as transportation hubs. The economy has been well-diversified in these markets with many major industries represented, including telecommunications, automobile, technology, financial services, aircraft and general manufacturing, health care, numerous service industries, and food and agricultural production. The real estate lending operations of the Bank are predominantly centered in its lower Midwestern markets. Historically, these markets have tended to be less volatile than in other parts of the country. Management believes the diversity and nature of the Bank’s markets has a mitigating effect on real estate loan losses in these markets.

From time to time, the Company evaluates the potential acquisition of various financial institutions. In addition, the Company regularly considers the purchase and disposition of real estate assets and branch locations as situations dictate. The Company seeks merger or acquisition partners that are culturally similar, have experienced management and either possess significant market presence or have potential for improved profitability through financial management, economies of scale and expanded services. The Company has not completed any bank acquisitions since 2013.

Employees

The Company employed 4,570 persons on a full-time basis and 299 persons on a part-time basis at December 31, 2018. The Company provides a comprehensive array of flexible benefit programs to its employees with a focus on financial and physical wellness. The Company's financial benefits package includes a company-matching 401(k) savings plan, a 529 college savings plan, and educational and adoption assistance programs. The Company's physical wellness package includes health, dental, vision, life and various other insurances, as well as a wellness program that incentivizes employees to live a healthy and balanced lifestyle. The Company has developed several training and development programs designed to challenge and develop the management and leadership skills of employees, promote collaboration amongst various internal departments and geographic locations, and share best-practices to meet the needs of customers and communities. The Company has also developed numerous training courses targeted to develop interpersonal and technical skills, as well as, to provide training on new banking regulations. None of the Company's employees are represented by collective bargaining agreements.

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Competition

The Company operates in the highly competitive environment of financial services. The Company regularly faces competition from banks, savings and loan associations, credit unions, brokerage companies, mortgage companies, insurance companies, trust companies, credit card companies, private equity firms, leasing companies, securities brokers and dealers, financial technology companies, e-commerce companies, mutual fund companies, and other companies providing financial services. Some of these competitors are not subject to the same regulatory restrictions as domestic banks and bank holding companies. Some other competitors are significantly larger than the Company, and therefore have greater economies of scale, greater financial resources, higher lending limits, and may offer products and services that the Company does not provide. The Company competes by providing a broad offering of products and services to support the needs of customers, matched with a strong commitment to customer service. The Company also competes based on quality, innovation, convenience of locations, reputation, industry knowledge, and price. In its two largest markets, the Company has approximately 13% of the deposit market share in Kansas City and approximately 9% of the deposit market share in St. Louis.

Operating Segments

The Company is managed in three operating segments: Commercial, Consumer, and Wealth. The Commercial segment provides a full array of corporate lending, merchant and commercial bank card products, leasing, and international services, as well as business and government deposit, investment, and cash management services. The Consumer segment includes the retail branch network, consumer installment lending, personal mortgage banking, and consumer debit and credit bank card activities. The Wealth segment provides traditional trust and estate planning services, brokerage services, and advisory and discretionary investment portfolio management services to both personal and institutional corporate customers. In 2018, the Commercial, Consumer and Wealth segments contributed 57%, 21% and 22% of total segment pre-tax income, respectively. Additional information relating to operating segments can be found on pages 48 and 95 .

Government Policies

The Company's operations are affected by federal and state legislative changes, by the United States government, and by policies of various regulatory authorities, including those of the numerous states in which they operate. These include, for example, the statutory minimum legal lending rates, domestic monetary policies of the Board of Governors of the Federal Reserve System, United States fiscal policy, international currency regulations and monetary policies, the U.S. Patriot Act, and capital adequacy and liquidity constraints imposed by federal and state bank regulatory agencies.

Supervision and Regulation

The following information summarizes existing laws and regulations that materially affect the Company's operations. It does not discuss all provisions of these laws and regulations, and it does not include all laws and regulations that affect the Company presently or may affect the Company in the future.

General

The Company, as a bank holding company, is primarily regulated by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (BHC Act). Under the BHC Act, the Federal Reserve Board’s prior approval is required in any case in which the Company proposes to acquire all or substantially all the assets of any bank, acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank, or merge or consolidate with any other bank holding company. With certain exceptions, the BHC Act also prohibits the Company from acquiring direct or indirect ownership or control of more than 5% of any class of voting shares of any non-banking company. Under the BHC Act, the Company may not engage in any business other than managing and controlling banks or furnishing certain specified services to subsidiaries, and may not acquire voting control of non-banking companies unless the Federal Reserve Board determines such businesses and services to be closely related to banking. When reviewing bank acquisition applications for approval, the Federal Reserve Board considers, among other things, the Bank’s record in meeting the credit needs of the communities it serves in accordance with the Community Reinvestment Act of 1977, as amended (CRA). Under the terms of the CRA, banks have a continuing obligation, consistent with safe and sound operation, to help meet the credit needs of their communities, including providing credit to individuals residing in low- and moderate-income areas. The Bank has a current CRA rating of “outstanding.”

The Company is required to file various reports and additional information with the Federal Reserve Board. The Federal Reserve Board regularly performs examinations of the Company. The Bank is a state-chartered Federal Reserve member bank and is subject to regulation, supervision and examination by the Federal Reserve Bank of Kansas City and the Missouri Division of Finance. The Bank is also subject to regulation by the Federal Deposit Insurance Corporation (FDIC). In addition, there are numerous other federal and state laws and regulations which control the activities of the Company, including requirements and limitations relating to capital and reserve requirements, permissible investments and lines of business, transactions with affiliates, loan limits, mergers and acquisitions, issuance of securities, dividend payments, and extensions of credit. The Bank is subject to

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federal and state consumer protection laws, including laws designed to protect customers and promote fair lending. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, and their respective state law counterparts. If the Company fails to comply with these or other applicable laws and regulations, it may be subject to civil monetary penalties, imposition of cease and desist orders or other written directives, removal of management and, in certain circumstances, criminal penalties. This regulatory framework is intended primarily for the protection of depositors and the preservation of the federal deposit insurance funds. Statutory and regulatory controls increase a bank holding company’s cost of doing business and limit the options of its management to employ assets and maximize income.

In addition to its regulatory powers, the Federal Reserve Bank affects the conditions under which the Company operates by its influence over the national supply of bank credit. The Federal Reserve Board employs open market operations in U.S. government securities and oversees changes in the discount rate on bank borrowings, changes in the federal funds rate on overnight inter-bank borrowings, and changes in reserve requirements on bank deposits in implementing its monetary policy objectives. These methods are used in varying combinations to influence the overall level of the interest rates charged on loans and paid for deposits, the price of the dollar in foreign exchange markets, and the level of inflation. The monetary policies of the Federal Reserve have a significant effect on the operating results of financial institutions, most notably on the interest rate environment. In view of changing conditions in the national economy and in the money markets, as well as the effect of credit policies of monetary and fiscal authorities, the Company makes no prediction as to possible future changes in interest rates, deposit levels or loan demand, or their effect on the financial statements of the Company.

The financial industry operates under laws and regulations that are under regular review by various agencies and legislatures and are subject to change. The Company currently operates as a bank holding company, as defined by the Gramm-Leach-Bliley Financial Modernization Act of 1999 (GLB Act), and the Bank qualifies as a financial subsidiary under the GLB Act, which allows it to engage in investment banking, insurance agency, brokerage, and underwriting activities that were not available to banks prior to the GLB Act. The GLB Act also included privacy provisions that limit banks’ abilities to disclose non-public information about customers to non-affiliated entities.

The Company must also comply with the requirements of the Bank Secrecy Act (BSA). The BSA is designed to help fight drug trafficking, money laundering, and other crimes. Compliance is monitored by the Federal Reserve. The BSA was enacted to prevent banks and other financial service providers from being used as intermediaries for, or to hide the transfer or deposit of money derived from, criminal activity. Since its passage, the BSA has been amended several times. These amendments include the Money Laundering Control Act of 1986 which made money laundering a criminal act, as well as the Money Laundering Suppression Act of 1994 which required regulators to develop enhanced examination procedures and increased examiner training to improve the identification of money laundering schemes in financial institutions.

The USA PATRIOT Act, established in 2001, substantially broadened the scope of U.S. anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the U.S. The regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent, and report money laundering and terrorist financing. The regulations include significant penalties for non-compliance.

The Company is subject to regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2011 (Dodd-Frank Act). Among its many provisions, the Dodd-Frank Act required stress-testing for certain financial services companies and established a new council of “systemic risk” regulators. The Dodd Frank Act also established the Consumer Financial Protection Bureau (CFPB) which is authorized to supervise certain financial services companies and has responsibility to implement, examine for compliance with, and enforce “Federal consumer financial law.” The Company is subject to examinations by the CFPB. The Dodd-Frank Act, through Title VI, commonly known as the Volcker Rule, placed trading restrictions on financial institutions and separated investment banking, private equity and proprietary trading (hedge fund) sections of financial institutions from their consumer lending arms. The Volcker Rule also restricts financial institutions from investing in and sponsoring certain types of investments.

In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act was signed into law which provides a number of limited amendments to the Dodd-Frank Act. Notable provisions of the legislation include: an increase in the asset threshold from $50 billion to $250 billion, above which the Federal Reserve is required to apply enhanced prudential standards; an exemption from the Volker Rule for insured depository institutions with less than $10 billion in consolidated assets; modifications to the Liquidity Coverage and Supplementary Leverage ratios; and the elimination of Dodd-Frank company-run stress tests for banks and bank holding companies with less than $250 billion in assets. While most of these provisions affect institutions larger than the Company, the Company is no longer required to prepare stress testing as specified by the Dodd-Frank Act.

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Subsidiary Bank

Under Federal Reserve policy, the bank holding company, Commerce Bancshares, Inc. (the "Parent"), is expected to act as a source of financial strength to its bank subsidiary and to commit resources to support it in circumstances when it might not otherwise do so. In addition, loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary banks. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.

Deposit Insurance

Substantially all of the deposits held by the Bank are insured up to applicable limits (generally $250,000 per depositor for each account ownership category) by the Deposit Insurance Fund (DIF) of the FDIC and are subject to deposit insurance assessments to maintain the DIF. In 2011, the FDIC released a final rule to implement provisions of the Dodd-Frank Act that affect deposit insurance assessments. Among other things, the Dodd-Frank Act raised the minimum designated reserve ratio from 1.15% to 1.35% of estimated insured deposits, removed the upper limit of the designated reserve ratio, required that the designated reserve ratio reach 1.35% by September 30, 2020, and required that the FDIC offset the effect of increasing the minimum designated reserve ratio on depository institutions with total assets of less than $10 billion. The Dodd-Frank Act provided the FDIC flexibility in the implementation of the increase in the designated reserve ratio, but it will ultimately result in increased deposit insurance costs to the Company. The Dodd-Frank Act also required that the FDIC redefine the assessment base to average consolidated assets minus average tangible equity.

On June 30, 2016, the DIF rose above the 1.15%, resulting in a reduction of the initial assessment rate for all banks and implementing a 4.5 basis point surcharge on insured depository institutions with total consolidated assets of $10 billion or more. Effective October 1, 2018, this surcharge was eliminated as the DIF reached its required level of 1.35% of estimated insured deposits. This had the effect of reducing the Company’s insurance costs by $1.5 million in the fourth quarter of 2018.

Payment of Dividends

The Federal Reserve Board may prohibit the payment of cash dividends to shareholders by bank holding companies if their actions constitute unsafe or unsound practices. The principal source of the Parent's cash revenues is cash dividends paid by the Bank. The amount of dividends paid by the Bank in any calendar year is limited to the net profit of the current year combined with the retained net profits of the preceding two years, and permission must be obtained from the Federal Reserve Board for dividends exceeding these amounts. The payment of dividends by the Bank may also be affected by factors such as the maintenance of adequate capital.

Capital Adequacy

The Company is required to comply with the capital adequacy standards established by the Federal Reserve, which are based on the risk levels of assets and off-balance sheet financial instruments. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to judgments by regulators regarding qualitative components, risk weightings, and other factors.

A new comprehensive capital framework was established by the Basel Committee on Banking Supervision, which was effective for large and internationally active U.S. banks and bank holding companies on January 1, 2015. A key goal of the new framework, known as "Basel III," was to strengthen the capital resources of banking organizations during normal and challenging business environments. Basel III increased minimum requirements for both the quantity and quality of capital held by banking organizations. The rule includes a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The capital conservation buffer, which is being phased in during 2016-2019, is intended to absorb losses during periods of economic stress. Failure to maintain the buffer will result in constraints on dividends, equity repurchases and executive compensation. The rule also adjusted the methodology for calculating risk-weighted assets to enhance risk sensitivity. At December 31, 2018, the Company met all capital adequacy requirements under Basel III on a fully phased-in basis as if such requirements had been in effect.

The Federal Deposit Insurance Corporation Improvement Act (FDICIA) requires each federal banking agency to take prompt corrective action to resolve the problems of insured depository institutions, including but not limited to those that fall below one or more prescribed minimum capital ratios. Pursuant to FDICIA, the FDIC promulgated regulations defining the following five categories in which an insured depository institution will be placed, based on the level of its capital ratios: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Under the prompt corrective action provisions of FDICIA, an insured depository institution generally will be classified as well-capitalized (under

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the Basel III rules mentioned above) if it has a Tier 1 capital ratio of at least 8%, a common equity Tier 1 capital ratio of at least 6.5%, a total capital ratio of at least 10%, and a Tier 1 leverage ratio of at least 5%. An institution that, based upon its capital levels, is classified as “well-capitalized,” “adequately capitalized,” or “undercapitalized,” may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice warrants such treatment. At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends, and restrictions on the acceptance of brokered deposits. Furthermore, if a bank is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the federal bank regulator, and the holding company must guarantee the performance of that plan. The Bank has consistently maintained regulatory capital ratios at or above the “well-capitalized” standards.

Stress Testing

As required by the Dodd-Frank Act, the Company performed stress tests as specified by the Federal Reserve requirement and published results beginning in 2014 through 2017. On May 24, 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act was enacted, which eliminated the required stress testing under the Dodd-Frank Act for banks with consolidated assets of less than $100 billion. The Company continues to perform periodic stress-testing based on its own internal criteria.

Executive and Incentive Compensation

Guidelines adopted by federal banking agencies prohibit excessive compensation as an unsafe and unsound practice, and describe compensation as "excessive" when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder. The Federal Reserve Board has issued comprehensive guidance on incentive compensation intended to ensure that the incentive compensation policies do not undermine safety and soundness by encouraging excessive risk taking. This guidance covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, based on key principles that (i) incentives do not encourage risk-taking beyond the organization's ability to identify and manage risk, (ii) compensation arrangements are compatible with effective internal controls and risk management, and (iii) compensation arrangements are supported by strong corporate governance, including active and effective board oversight. Deficiencies in compensation practices may affect supervisory ratings and enforcement actions may be taken if incentive compensation arrangements pose a risk to safety and soundness.

Transactions with Affiliates

The Federal Reserve Board regulates transactions between the Bank and its subsidiaries. Generally, the Federal Reserve Act and Regulation W, as amended by the Dodd-Frank Act, limit the Company’s banking subsidiary and its subsidiaries to lending and other “covered transactions” with affiliates. The aggregate amount of covered transactions a banking subsidiary or its subsidiaries may enter into with an affiliate may not exceed 10% of the capital stock and surplus of the banking subsidiary. The aggregate amount of covered transactions with all affiliates may not exceed 20% of the capital stock and surplus of the banking subsidiary.

Covered transactions with affiliates are also subject to collateralization requirements and must be conducted on arm’s length terms. Covered transactions include (a) a loan or extension of credit by the banking subsidiary, including derivative contracts, (b) a purchase of securities issued to a banking subsidiary, (c) a purchase of assets by the banking subsidiary unless otherwise exempted by the Federal Reserve, (d) acceptance of securities issued by an affiliate to the banking subsidiary as collateral for a loan, and (e) the issuance of a guarantee, acceptance or letter of credit by the banking subsidiary on behalf of an affiliate.

Certain transactions with the Company's directors, officers or controlling persons are also subject to conflicts of interest regulations. Among other things, these regulations require that loans to such persons and their related interests be made on terms substantially the same as for loans to unaffiliated individuals, and must not create an abnormal risk of repayment or other unfavorable features for the financial institution. See Note 2 to the consolidated financial statements for additional information on loans to related parties.

Available Information

The Company’s principal offices are located at 1000 Walnut Street, Kansas City, Missouri (telephone number 816-234-2000). The Company makes available free of charge, through its website at www.commercebank.com, reports filed with the Securities and Exchange Commission as soon as reasonably practicable after the electronic filing. These filings include the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports.

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Statistical Disclosure

The information required by Securities Act Guide 3 — “Statistical Disclosure by Bank Holding Companies” is located on the pages noted below.



		Page
I.	Distribution of Assets, Liabilities and Stockholders’ Equity; Interest Rates and Interest Differential	22 , 54 -57
II.	Investment Portfolio	39 -40, 80 -84
III.	Loan Portfolio
	Types of Loans	28
	Maturities and Sensitivities of Loans to Changes in Interest Rates	28-29
	Risk Elements	34 -38
IV.	Summary of Loan Loss Experience	31 -34
V.	Deposits	54 , 86
VI.	Return on Equity and Assets	17
VII.	Short-Term Borrowings	86


Item 1a.	RISK FACTORS

Making or continuing an investment in securities issued by Commerce Bancshares, Inc., including its common and preferred stock, involves certain risks that you should carefully consider. If any of the following risks actually occur, its business, financial condition or results of operations could be negatively affected, the market price for your securities could decline, and you could lose all or a part of your investment. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause the Company’s actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of Commerce Bancshares, Inc.

Difficult market conditions may affect the Company’s industry.

The concentration of the Company’s banking business in the United States particularly exposes it to downturns in the U.S. economy. While current economic conditions are favorable, there remain risks in that environment.

In particular, the Company may face the following risks in connection with market conditions:

•

In the current national environment, positive trends in job growth, unemployment levels, consumer confidence, and credit conditions are expected to continue, but the current recovery is historically long, there has been recent stock market volatility, and consumer debt has been increasing. Further, the U.S. economy is affected by global economic events and conditions, including recent U.S. trade disputes with various countries. Although the Company does not hold foreign debt or have significant activities with foreign customers, the global economy, the strength of the U.S. dollar, and oil prices may ultimately affect interest rates, business import/export activity, capital expenditures by businesses, and investor confidence. Unfavorable changes in these factors may result in declines in consumer credit usage, adverse changes in payment patterns, reduced loan demand, and higher loan delinquencies and default rates. These could impact the Company’s future loan losses and provision for loan losses, as a significant part of the Company’s business includes consumer and credit card lending.


•	In addition to the results above, a slowdown in economic activity may cause declines in financial services activity, including declines in bank card, corporate cash management and other fee businesses, as well as the fees earned by the Company on such transactions.

•

The process used to estimate losses inherent in the Company’s loan portfolio requires difficult, subjective, and complex judgments, including consideration of economic conditions and how these economic predictions might impair the ability of its borrowers to repay their loans. If an instance occurs that renders these predictions no longer capable of accurate estimation, this may in turn impact the reliability of the process.


•	Competition in the industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions, thereby reducing market prices for various products and services which could in turn reduce the Company’s revenues.

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The performance of the Company is dependent on the economic conditions of the markets in which the Company operates.

The Company’s success is heavily influenced by the general economic conditions of the specific markets in which it operates. Unlike larger national or other regional banks that are more geographically diversified, the Company provides financial services primarily throughout the states of Missouri, Kansas, central Illinois, Oklahoma, and Colorado. It also has a growing presence in additional states through its commercial banking offices in: Texas, Iowa, Indiana, Michigan, Ohio, and Tennessee. As the Company does not have a significant banking presence in other parts of the country, a prolonged economic downturn in these markets could have a material adverse effect on the Company’s financial condition and results of operations.

The Company operates in a highly competitive industry and market area.

The Company operates in the financial services industry and has numerous competitors including other banks and insurance companies, securities dealers, brokers, trust and investment companies, mortgage bankers, and financial technology companies. Consolidation among financial service providers and new changes in technology, product offerings and regulation continue to challenge the Company's marketplace position. As consolidation occurs, larger regional and national banks may enter the Company's markets and add to existing competition. Large, national financial institutions have substantial capital, technology and marketing resources. These new competitors may lower fees to grow market share, which could result in a loss of customers and lower fee revenue for the Company. They may have greater access to capital at a lower cost than the Company, and may have higher loan limits, both of which may adversely affect the Company’s ability to compete effectively. The Company must continue to make investments in its products and delivery systems to stay competitive with the industry, or its financial performance may suffer.

The soundness of other financial institutions could adversely affect the Company.

The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institution counterparties. Financial services institutions are interrelated because of trading, clearing, counterparty or other relationships. The Company has exposure to many different industries and counterparties and routinely executes transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual funds, and other institutional clients. Transactions with these institutions include overnight and term borrowings, interest rate swap agreements, securities purchased and sold, short-term investments, and other such transactions. Because of this exposure, defaults by, or rumors or questions about, one or more financial services institutions or the financial services industry in general, could lead to market-wide liquidity problems and defaults by other institutions. Many of these transactions expose the Company to credit risk in the event of default of its counterparty or client, while other transactions expose the Company to liquidity risks should funding sources quickly disappear. In addition, the Company’s credit risk may be exacerbated when the collateral held cannot be realized or is liquidated at prices not sufficient to recover the full amount of the exposure due to the Company. Any such losses could materially and adversely affect results of operations.

The Company is subject to increasingly extensive government regulation and supervision.

As part of the financial services industry, the Company has been subject to increasingly extensive federal and state regulation and supervision over the past several years. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds, and the banking system, not shareholders. These regulations affect the Company’s lending practices, capital structure, investment practices, dividend policy, and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations, and policies for possible changes. Changes to statutes, regulations, or regulatory policies, including changes in interpretation or implementation of statutes, regulations, or policies, could affect the Company in substantial and unpredictable ways. Such changes could subject the Company to additional costs, limit the types of financial services and products it may offer, and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations, or policies could result in sanctions by regulatory agencies, civil money penalties, and/or reputation damage, which could have a material adverse effect on the Company’s business, financial condition, and results of operations. While the Company has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur.

Significant changes in federal monetary policy could materially affect the Company’s business.

The Federal Reserve System regulates the supply of money and credit in the United States. Its policies determine in large part the cost of funds for lending and interest rates earned on loans and paid on borrowings and interest-bearing deposits. Credit conditions are influenced by its open market operations in U.S. government securities, changes in the member bank discount rate, and bank reserve requirements. Changes in Federal Reserve Board policies are beyond the Company’s control and difficult to predict, and such changes may result in lower interest margins and a lack of demand for credit products.

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The Company is subject to both interest rate and liquidity risk.

With oversight from its Asset-Liability Management Committee, the Company devotes substantial resources to monitoring its liquidity and interest rate risk on a monthly basis. The Company's net interest income is the largest source of overall revenue to the Company, representing 62% of total revenue for the year ended December 31, 2018. The interest rate environment in which the Company operates fluctuates in response to general economic conditions and policies of various governmental and regulatory agencies, particularly the Federal Reserve Board, which regulates the supply of money and credit in the U.S. Changes in monetary policy, including changes in interest rates, will influence loan originations, deposit generation, demand for investments and revenues, and costs for earning assets and liabilities, and could significantly impact the Company’s net interest income.

The Federal Reserve Board raised the benchmark interest rate four times during 2018 for a total of 100 basis points. Future economic conditions or other factors could shift monetary policy resulting in no additional rate increases in 2019 or decreases in the benchmark rate. Furthermore, changes in interest rates could result in unanticipated changes to customer deposit balances and funding costs, and affect the Company’s source of funds for future loan growth.

The Company has a significant number of loans, derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR. In 2017, the U.K. Financial Conduct Authority announced that LIBOR is to be transitioned to alternative rates during the next four years. U.S. regulatory authorities have voiced similar support for phasing out LIBOR. The impact of alternatives to LIBOR on the valuations, pricing and operation of the Company's financial instruments is not yet known.

The Company’s asset valuation may include methodologies, models, estimations and assumptions which are subject to differing interpretations and could result in changes to asset valuations that may materially adversely affect its results of operations or financial condition.

The Company uses estimates, assumptions, and judgments when certain financial assets and liabilities are measured and reported at fair value. Assets and liabilities carried at fair value inherently result in greater financial statement volatility. Fair values and the information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices and/or other observable inputs provided by independent third-party sources, when available. When such third-party information is not available, fair value is estimated primarily by using cash flow and other financial modeling techniques utilizing assumptions such as credit quality, liquidity, interest rates and other relevant inputs. Changes in underlying factors, assumptions, or estimates in any of these areas could materially impact the Company’s future financial condition and results of operations. Furthermore, if models used to calculate fair value of financial instruments are inadequate or inaccurate due to flaws in their design or execution, upon sale, the Company may not realize the cash flows of a financial instrument as modeled and could incur material, unexpected losses.

During periods of market disruption, including periods of significantly rising or high interest rates, rapidly widening credit spreads or illiquidity, it may be difficult to value certain assets if trading becomes less frequent and/or market data becomes less observable. There may be certain asset classes in active markets with significant observable data that become illiquid due to the current financial environment. In such cases, certain asset valuations may require more subjectivity and management judgment. As such, valuations may include inputs and assumptions that are less observable or require greater estimation. Further, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of assets as reported within the Company’s consolidated financial statements, and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on results of operations or financial condition.

The Company’s investment portfolio values may be adversely impacted by deterioration in the credit quality of underlying collateral within the various categories of investment securities it owns.

The Company generally invests in securities issued by municipal entities, government-backed agencies or privately issued securities, with collateral that are highly rated and evaluated at the time of purchase, however, these securities are subject to changes in market value due to changing interest rates and implied credit spreads. While the Company maintains rigorous risk management practices over bonds issued by municipalities, credit deterioration in these bonds could occur and result in losses. Certain mortgage and asset-backed securities (which are collateralized by residential mortgages, credit cards, automobiles, mobile homes or other assets) may decline in value due to actual or expected deterioration in the underlying collateral. Under accounting rules, when the impairment is due to declining expected cash flows, some portion of the impairment, depending on the Company’s intent to sell and the likelihood of being required to sell before recovery, must be recognized in current earnings. This could result in significant losses.

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Future loan losses could increase.

The Company maintains an allowance for loan losses that represents management’s best estimate of probable losses that have been incurred at the balance sheet date within the existing portfolio of loans. The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, including emergence periods, current loan portfolio quality, present economic, political, and regulatory conditions, and unidentified losses inherent in the current loan portfolio. Although the loan losses have been stable during the past several years, an unforeseen deterioration of financial market conditions could result in larger loan losses, which may negatively affect the Company's results of operations and could further increase levels of its allowance for loan losses. In addition, the Company’s allowance level is subject to review by regulatory agencies, and that review could result in adjustments to the allowance for loan losses. See the section captioned “Allowance for Loan Losses” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this report for further discussion related to the Company’s process for determining the appropriate level of the allowance for probable loan losses.

In 2016, the Financial Accounting Standards Board (FASB) issued a new accounting standard "Measurement of Credit Losses on Financial Instruments" (ASU 2016-13), which is effective January 1, 2020. This new standard significantly alters the way the reserve for credit losses is determined. The new standard utilizes a life of loan loss concept and will require significant operational changes, especially in data collection and analysis. While an implementation plan has been established and much progress has been made to date, the impact to the Company’s current reserve for credit losses from this new standard is not yet determined. Due to the significant changes required by this new standard, it is possible that higher reserves could be required resulting in reduced capital and earnings.

New lines of business or new products and services may subject the Company to additional risk.

From time to time, the Company may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and new products or services, the Company may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business, or new product or service, could have a significant impact on the effectiveness of the Company’s system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business and new products or services could have a material adverse effect on the Company’s financial condition and results of operations.

A successful cyber attack or other computer system breach could significantly harm the Company, its reputation and its customers.

The Company relies heavily on communications and information systems to conduct its business, and as part of its business, the Company maintains significant amounts of data about its customers and the products they use. Information security risks continue to increase due to new technologies, the increasing use of the Internet and telecommunication technologies (including mobile devices) to conduct financial and other business transactions, and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, and others. The Company makes significant investments in various technology to identify and prevent intrusions into its information system. The Company also has policies and procedures designed to prevent or limit the effect of failure, interruption or security breach of its information systems and performs regular audits using both internal and outside resources. However, there can be no assurances that any such failures, interruptions or security breaches will not occur, or if they do occur, that they will be adequately addressed. In addition to unauthorized access, denial-of-service attacks, or other operational disruptions could overwhelm Company websites and prevent the Company from adequately serving customers. Should any of the Company's systems become compromised or customer information be obtained by unauthorized parties, the reputation of the Company could be damaged, relationships with existing customers may be impaired, and the Company could be subject to lawsuits, all of which could result in lost business and have a material adverse effect on the Company’s business, financial condition and results of operations.

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The Company’s operations rely on certain external vendors.

The Company relies on third-party vendors to provide products and services necessary to maintain day-to-day operations. For example, the Company outsources a portion of its information systems, communication, data management, and transaction processing to third parties. Accordingly, the Company is exposed to the risk that these vendors might not perform in accordance with the contracted arrangements or service level agreements because of changes in the vendor’s organizational structure, financial condition, support for existing products and services, or strategic focus. Such failure to perform could be disruptive to the Company’s operations, which could have a materially adverse impact on its business, results of operations and financial condition. These third parties are also sources of risk associated with operational errors, system interruptions or breaches and unauthorized disclosure of confidential information. If the vendors encounter any of these issues, the Company could be exposed to disruption of service, damage to reputation and litigation. Because the Company is an issuer of both debit and credit cards, it is periodically exposed to losses related to security breaches which occur at retailers that are unaffiliated with the Company (e.g., customer card data being compromised at retail stores). These losses include, but are not limited to, costs and expenses for card reissuance as well as losses resulting from fraudulent card transactions.

The Company continually encounters technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, including the entrance of financial technology companies offering new financial service products. The Company regularly upgrades or replaces core technological systems and is currently in the process of replacing its core deposit system, which is a significant project. The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs. The Company’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. Many of the Company’s competitors have substantially greater resources to invest in technological improvements. The Company may encounter significant problems or may not be able to effectively implement new technology-driven products, including the core deposit system, and services, or be successful in marketing the new products and services to its customers. These problems might include significant time delays, cost overruns, loss of key people, and technological system failures. Failure to successfully keep pace with technological change affecting the financial services industry or failure to successfully complete the replacement of the core deposit system, or another core technological system, could have a material adverse effect on the Company’s business, financial condition and results of operations.

Commerce Bancshares, Inc. relies on dividends from its subsidiary bank for most of its revenue.

Commerce Bancshares, Inc. is a separate and distinct legal entity from its banking and other subsidiaries. It receives substantially all of its revenue from dividends from its subsidiary bank. These dividends, which are limited by various federal and state regulations, are the principal source of funds to pay dividends on its preferred and common stock and to meet its other cash needs. In the event the subsidiary bank is unable to pay dividends, the Company may not be able to pay dividends or other obligations, which would have a material adverse effect on the Company's financial condition and results of operations.

The Company must attract and retain skilled employees.

The Company’s success depends, in large part, on its ability to attract and retain key people. Competition for the best people can be intense, and the Company spends considerable time and resources attracting, hiring, and retaining qualified people for its various business lines and support units. The unexpected loss of the services of one or more of the Company’s key personnel could have a material adverse impact on the Company’s business because of their skills, knowledge of the Company’s market, and years of industry experience, as well as the difficulty of promptly finding qualified replacement personnel.


Item 1b.	UNRESOLVED STAFF COMMENTS

None

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Item 2.	PROPERTIES

The main offices of the Bank are located in the larger metropolitan areas of its markets in various multi-story office buildings. The Bank owns its main offices and leases unoccupied premises to the public. The larger office buildings include:



Building	Net rentable square footage	% occupied in total		% occupied by Bank
922 Walnut Kansas City, MO	256,000	95	%	93	%
1000 Walnut Kansas City, MO	391,000	86		46
811 Main Kansas City, MO	237,000	100		100
8000 Forsyth Clayton, MO	178,000	100		100
1551 N. Waterfront Pkwy Wichita, KS	124,000	96		34

The Company has an additional 164 branch locations in Missouri, Illinois, Kansas, Oklahoma and Colorado which are owned or leased, and 151 off-site ATM locations.


Item 3.	LEGAL PROCEEDINGS



The information required by this item is set forth in Item 8 under Note 20, Commitments, Contingencies and Guarantees on page 120 .


Item 4.	MINE SAFETY DISCLOSURES

Not applicable

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Executive Officers of the Registrant

The following are the executive officers of the Company as of February 21, 2019 , each of whom is designated annually. There are no arrangements or understandings between any of the persons so named and any other person pursuant to which such person was designated an executive officer.



Name and Age	Positions with Registrant
Jeffery D. Aberdeen, 64	Controller of the Company since December 1995. He is also Controller of the Company's subsidiary bank, Commerce Bank.

Kevin G. Barth, 58	Executive Vice President of the Company since April 2005, and Community President and Chief Executive Officer of Commerce Bank since October 1998. Senior Vice President of the Company and Officer of Commerce Bank prior thereto.

Jeffrey M. Burik, 60	Senior Vice President of the Company since February 2013. Executive Vice President of Commerce Bank since November 2007.

Daniel D. Callahan, 62	Executive Vice President and Chief Credit Officer of the Company since December 2010 and Senior Vice President of the Company prior thereto. Executive Vice President of Commerce Bank since May 2003.

Sara E. Foster, 58	Executive Vice President of the Company since February 2012 and Senior Vice President of the Company prior thereto. Executive Vice President of Commerce Bank since January 2016 and Senior Vice President of Commerce Bank prior thereto.

John K. Handy, 55	Executive Vice President of the Company since January 2018 and Senior Vice President of the Company prior thereto. Community President and Chief Executive Officer of Commerce Bank since January 2018 and Senior Vice President of Commerce Bank prior thereto.

Robert S. Holmes, 55	Executive Vice President of the Company since April 2015, and Community President and Chief Executive Officer of Commerce Bank since January 2016. Prior to his employment with Commerce Bank in March 2015, he was employed at a Midwest regional bank where he served as managing director and head of Regional Banking.

Patricia R. Kellerhals, 61	Senior Vice President of the Company since February 2016 and Vice President of the Company prior thereto. Executive Vice President of Commerce Bank since 2005.

David W. Kemper, 68	Executive Chairman of the Company and of the Board of Directors of the Company since August 2018. Prior thereto, he was Chief Executive Officer of the Company and Chairman of the Board of Directors of the Company. He was President of the Company from April 1982 until February 2013. He is the brother of Jonathan M. Kemper (a former Vice Chairman of the Company), and father of John W. Kemper, President and Chief Executive Officer of the Company.

John W. Kemper, 41	Chief Executive Officer of the Company and Chairman and Chief Executive Officer of Commerce Bank since August 2018. Prior thereto, he was Chief Operating Officer of the Company. President of the Company since February 2013 and President of Commerce Bank since March 2013. Member of Board of Directors since September 2015. He is the son of David W. Kemper, Executive Chairman of the Company and nephew of Jonathan M. Kemper (a former Vice Chairman of the Company).

Charles G. Kim, 58	Chief Financial Officer of the Company since July 2009. Executive Vice President of the Company since April 1995 and Executive Vice President of Commerce Bank since January 2004. Prior thereto, he was Senior Vice President of Commerce Bank.

Douglas D. Neff, 50	Senior Vice President of the Company since January 2019 and Chairman and Chief Executive Officer of Commerce Bank Southwest Region since 2013.

Paula S. Petersen, 52	Senior Vice President of the Company since July 2016 and Executive Vice President of Commerce Bank since March 2012.

David L. Roller, 48	Senior Vice President of the Company since July 2016 and Senior Vice President of Commerce Bank since September 2010.

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PART II


Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Commerce Bancshares, Inc.

Common Stock Data

Commerce Bancshares, Inc. common shares are listed on the Nasdaq Global Select Market (NASDAQ) under the symbol CBSH. The Company had 3,664 common shareholders of record as of December 31, 2018 . Certain of the Company's shares are held in "nominee" or "street" name and the number of beneficial owners of such shares is approximately 58,500.

Performance Graph

The following graph presents a comparison of Company (CBSH) performance to the indices named below. It assumes $100 invested on December 31, 2013 with dividends invested on a cumulative total shareholder return basis.



	2013	2014	2015	2016	2017	2018
Commerce (CBSH)	100.00	103.68	108.62	157.84	162.62	174.88
NASDAQ OMX Global-Bank	100.00	111.83	114.30	144.63	171.24	143.15
S&P 500	100.00	113.68	115.24	128.98	157.12	150.22

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The following table sets forth information about the Company’s purchases of its $5 par value common stock, its only class of common stock registered pursuant to Section 12 of the Exchange Act, during the fourth quarter of 2018 .



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number that May Yet Be Purchased Under the Program
October 1—31, 2018	140,934		$62.14	140,934	2,687,186
November 1—30, 2018	167,286		$65.37	167,286	2,519,900
December 1—31, 2018	270,337		$59.05	270,337	2,249,563
Total	578,557		$61.63	578,557	2,249,563

The Company’s stock purchases shown above were made under authorizations by the Board of Directors. Under the most recent authorization in October 2015 of 5,000,000 shares, 2,249,563 shares remained available for purchase at December 31, 2018 .


Item 6.	SELECTED FINANCIAL DATA

The required information is set forth below in Item 7.


Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report may contain “forward-looking statements” that are subject to risks and uncertainties and include information about possible or assumed future results of operations. Many possible events or factors could affect the future financial results and performance of Commerce Bancshares, Inc. and its subsidiaries (the "Company"). This could cause results or performance to differ materially from those expressed in the forward-looking statements. Words such as “expects”, “anticipates”, “believes”, “estimates”, variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed throughout this report. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. Such possible events or factors include the risk factors identified in Item 1a Risk Factors and the following: changes in economic conditions in the Company’s market area; changes in policies by regulatory agencies, governmental legislation and regulation; fluctuations in interest rates; changes in liquidity requirements; demand for loans in the Company’s market area; changes in accounting and tax principles; estimates made on income taxes; failure of litigation settlement agreements to become final in accordance with their terms; and competition with other entities that offer financial services.

Overview

The Company operates as a super-community bank and offers a broad range of financial products to consumer and commercial customers, delivered with a focus on high-quality, personalized service. It is the largest bank holding company headquartered in Missouri, with its principal offices in Kansas City and St. Louis, Missouri. Customers are served from 320 locations in Missouri, Kansas, Illinois, Oklahoma and Colorado and commercial offices throughout the nation's midsection. A variety of delivery platforms are utilized, including an extensive network of branches and ATM machines, full-featured online banking, and a central contact center.

The core of the Company’s competitive advantage is its focus on the local markets in which it operates, its offering of competitive, sophisticated financial products, and its concentration on relationship banking and high-touch service. In order to enhance shareholder value, the Company targets core revenue growth. To achieve this growth, the Company focuses on strategies that will expand new and existing customer relationships, offer opportunities for controlled expansion in additional markets, utilize improved technology, and enhance customer satisfaction.

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Various indicators are used by management in evaluating the Company’s financial condition and operating performance. Among these indicators are the following:


•	Net income and earnings per share — Net income attributable to Commerce Bancshares, Inc. was $433.5 million , an increase of 35.7% compared to the previous year. The return on average assets was 1.76% in 2018 , and the return on average common equity was 16.16% . Diluted earnings per share increased 37.0% in 2018 compared to 2017 .

•

Total revenue — Total revenue is comprised of net interest income and non-interest income. Total revenue in 2018 increased $130.2 million, or 10.9% over 2017 , driven by growth in net interest income and non-interest income of $90.1 million and $40.1 million, respectively. The growth in net interest income in 2018 was mainly due to higher rates on interest earning assets, which grew 44 basis points over 2017 rates, partially offset by higher rates on interest-bearing liabilities, which grew 15 basis points in 2018 over the prior year. Growth in non-interest income resulted principally from increases in bank card fees, trust fees, and deposit fees.


•	Non-interest expense — Total non-interest expense decreased .9% this year compared to 2017 , mainly due to $32.0 million of donations made to a related foundation during 2017, which did not recur in 2018. Excluding these donations, non-interest expense grew 3.6% in the current year, primarily driven by higher expense for salaries and benefits.

•

Asset quality — Net loan charge-offs totaled $42.3 million in 2018 , an increase of $650 thousand over those recorded in 2017 , and averaged .30% of loans compared to .31% in the previous year. Total non-performing assets, which include non-accrual loans and foreclosed real estate, amounted to $13.9 million at December 31, 2018 , compared to $12.7 million at December 31, 2017, and represented .10% of loans outstanding at December 31, 2018 .

•

Shareholder return — During 2018 , the Company paid cash dividends of $.895 per share on its common stock, representing an increase of 9.7% over the previous year, and paid dividends of 6% on its preferred stock. In 2018 , the Company issued its 25th consecutive annual 5% common stock divid end, and in January 2019, the Company's Board of Directors authorized an increase of 16% in the common cash dividend. In 2018 , the Company purchased 1,193,960 shares of treasury stock.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes. The historical trends reflected in the financial information presented below are not necessarily reflective of anticipated future results.

Key Ratios



	2018		2017		2016		2015		2014
(Based on average balances)
Return on total assets	1.76	%	1.28	%	1.12	%	1.11	%	1.15	%
Return on common equity	16.16		12.46		11.33		11.43		11.65
Equity to total assets	11.24		10.53		10.16		10.00		10.10
Loans to deposits ⁽¹⁾	69.27		66.18		63.71		61.44		59.91
Non-interest bearing deposits to total deposits	33.43		34.85		34.67		35.12		33.73
Net yield on interest earning assets (tax equivalent basis)	3.53		3.20		3.04		2.94		3.00
(Based on end of period data)
Non-interest income to revenue ⁽²⁾	37.83		39.88		41.09		41.40		41.31
Efficiency ratio ⁽³⁾	55.58		62.18		61.04		61.42		61.00
Tier I common risk-based capital ratio ⁽⁴⁾	14.22		12.65		11.62		11.52		NA
Tier I risk-based capital ratio ⁽⁴⁾	14.98		13.41		12.38		12.33		13.74	%
Total risk-based capital ratio ⁽⁴⁾	15.82		14.35		13.32		13.28		14.86
Tier I leverage ratio ⁽⁴⁾	11.52		10.39		9.55		9.23		9.36
Tangible common equity to tangible assets ratio ⁽⁵⁾	10.45		9.84		8.66		8.48		8.55
Common cash dividend payout ratio	23.61		29.52		32.69		33.35		32.69


(1)	Includes loans held for sale.


(2)	Revenue includes net interest income and non-interest income.


(3)	The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of revenue.


(4)	Risk-based capital information at December 31, 2018 , 2017 , 2016 and 2015 was prepared under Basel III requirements, which were effective January 1, 2015. Risk-based capital information for prior years was prepared under Basel I requirements.

(5)

The tangible common equity to tangible assets ratio is a measurement which management believes is a useful indicator of capital adequacy and utilization. It provides a meaningful basis for period to period and company to company comparisons, and also assist regulators, investors and analysts in analyzing the financial position of the Company. Tangible common equity and tangible assets are non-GAAP measures and should not be viewed as substitutes for, or superior to, data prepared in accordance with GAAP.

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The following table is a reconciliation of the GAAP financial measures of total equity and total assets to the non-GAAP measures of total tangible common equity and total tangible assets.



(Dollars in thousands)	2018			2017			2016			2015			2014
Total equity	$	2,937,149		$	2,718,184		$	2,501,132		$	2,367,418		$	2,334,246
Less non-controlling interest	5,851			1,624			5,349			5,428			4,053
Less preferred stock	144,784			144,784			144,784			144,784			144,784
Less goodwill	138,921			138,921			138,921			138,921			138,921
Less core deposit premium	2,316			2,965			3,841			5,031			6,572
Total tangible common equity (a)	$	2,645,277		$	2,429,890		$	2,208,237		$	2,073,254		$	2,039,916
Total assets	$	25,463,842		$	24,833,415		$	25,641,424		$	24,604,962		$	23,994,280
Less goodwill	138,921			138,921			138,921			138,921			138,921
Less core deposit premium	2,316			2,965			3,841			5,031			6,572
Total tangible assets (b)	$	25,322,605		$	24,691,529		$	25,498,662		$	24,461,010		$	23,848,787
Tangible common equity to tangible assets ratio (a)/(b)	10.45		%	9.84		%	8.66		%	8.48		%	8.55		%

Selected Financial Data



(In thousands, except per share data)	2018			2017		2016			2015		2014
Net interest income	$	823,825		$	733,679	$	680,049		$	634,320	$	620,204
Provision for loan losses	42,694			45,244		36,318			28,727		29,531
Non-interest income	501,341			461,263		446,556			422,444		410,393
Investment securities gains (losses), net	(488		)	25,051		(53		)	6,320		14,124
Non-interest expense	737,821			744,343		689,229			650,792		630,757
Net income attributable to Commerce Bancshares, Inc.	433,542			319,383		275,391			263,730		261,754
Net income available to common shareholders	424,542			310,383		266,391			254,730		257,704
Net income per common share-basic*	3.79			2.77		2.38			2.21		2.16
Net income per common share-diluted*	3.78			2.76		2.37			2.21		2.15
Cash dividends on common stock	100,238			91,619		87,070			84,961		84,241
Cash dividends per common share*	.895			.816		.777			.740		.705
Market price per common share*	56.37			53.18		52.44			36.75		35.78
Book value per common share*	25.13			22.99		21.07			19.75		18.70
Common shares outstanding*	111,331			111,946		111,861			112,551		117,087
Total assets	25,463,842			24,833,415		25,641,424			24,604,962		23,994,280
Loans, including held for sale	14,160,992			14,005,072		13,427,192			12,444,299		11,469,238
Investment securities	8,698,666			8,893,307		9,770,986			9,901,680		9,645,792
Deposits	20,323,659			20,425,446		21,101,095			19,978,853		19,475,778
Long-term debt	8,702			1,758		102,049			103,818		104,058
Equity	2,937,149			2,718,184		2,501,132			2,367,418		2,334,246
Non-performing assets	13,949			12,664		14,649			29,394		46,251


*	Restated for the 5% stock dividend distributed in December 2018 .

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Results of Operations



										$ Change						% Change
(Dollars in thousands)	2018			2017			2016			'18-'17			'17-'16			'18-'17		'17-'16
Net interest income	$	823,825		$	733,679		$	680,049		$	90,146		$	53,630		12.3	%	7.9	%
Provision for loan losses	(42,694		)	(45,244		)	(36,318		)	(2,550		)	8,926			(5.6	)	24.6
Non-interest income	501,341			461,263			446,556			40,078			14,707			8.7		3.3
Investment securities gains (losses), net	(488		)	25,051			(53		)	(25,539		)	25,104			N.M.		N.M.
Non-interest expense	(737,821		)	(744,343		)	(689,229		)	(6,522		)	55,114			(.9	)	8.0
Income taxes	(105,949		)	(110,506		)	(124,151		)	(4,557		)	(13,645		)	(4.1	)	(11.0	)
Non-controlling interest expense	(4,672		)	(517		)	(1,463		)	4,155			(946		)	N.M.		(64.7	)
Net income attributable to Commerce Bancshares, Inc.	433,542			319,383			275,391			114,159			43,992			35.7		16.0
Preferred stock dividends	(9,000		)	(9,000		)	(9,000		)	—			—			N.M.		N.M.
Net income available to common shareholders	$	424,542		$	310,383		$	266,391		$	114,159		$	43,992		36.8	%	16.5	%

N.M. - Not meaningful.

Net income attributable to Commerce Bancshares, Inc. (net income) for 2018 was $433.5 million, an increase of $114.2 million, or 35.7%, compared to $319.4 million in 2017. Diluted income per common share increased 37.0% to $3.78 in 2018, compared to $2.76 in 2017. The growth in net income resulted from increases of $90.1 million in net interest income and $40.1 million in non-interest income, as well as decreases of $6.5 million in non-interest expense, $4.6 million in income tax expense and $2.6 million in the provision for loan losses. These increases in net income were partly offset by a $25.5 million decrease in investment securities gains. The return on average assets was 1.76% in 2018 compared to 1.28% in 2017, and the return on average common equity was 16.16% in 2018 compared to 12.46% in 2017. At December 31, 2018, the ratio of tangible common equity to assets increased to 10.45%, compared to 9.84% at year end 2017.

During 2018, the increase in net interest income mainly resulted from increased rates on the Company’s loan and investment portfolios, partially offset by higher rates paid on interest-bearing deposits and borrowings. Total rates earned on average earning assets grew 44 basis points this year, while funding costs for deposits and borrowings increased by 15 basis points. Non-interest income grew 8.7% in 2018, primarily from growth in bank card, trust and deposit fee income. Investment securities net losses in 2018 were mainly comprised of net losses on sales of available for sale debt securities of $9.7 million and a $8.9 million adjustment to recognize dividend income on a liquidated equity security. These losses were offset by realized and unrealized net gains on the Company’s portfolio of private equity securities of $13.8 million, as well as gains of $4.3 million on sales and fair value adjustments on equity securities. Additionally, net securities gains in 2017 included a gain of $32.0 million on the appreciation of securities donated to a related foundation, which did not recur in 2018.

Non-interest expense declined $6.5 million in 2018 compared to 2017, with the decrease resulting from a $32.0 million donation of appreciated securities to a charitable organization in 2017 that did not recur in 2018. This decrease in non-interest expense was partly offset by increases in salaries and benefits, data processing and software, and marketing expense, which increased $19.9 million, $5.0 million, and $4.2 million, respectively. The provision for loan losses totaled $42.7 million, a decrease of $2.6 million from the previous year.

Net income attributable to Commerce Bancshares, Inc. for 2017 was $319.4 million, an increase of $44.0 million, or 16.0%, compared to $275.4 million in 2016. Diluted income per common share increased 16.5% to $2.76 in 2017, compared to $2.37 in 2016. The increase in net income resulted from increases of $53.6 million in net interest income, $14.7 million in non-interest income, and $25.1 million in investment securities gains, as well as a decrease of $13.6 million in income tax expense. These increases in net income were partly offset by increases of $55.1 million in non-interest expense and $8.9 million in the provision for loan losses. The return on average assets was 1.28% in 2017 compared to 1.12% in 2016, and the return on average common equity was 12.46% in 2017 compared to 11.33% in 2016. At December 31, 2017, the ratio of tangible common equity to assets increased to 9.84%, compared to 8.66% at year end 2016.

During 2017, net interest income increased $53.6 million compared to 2016. This increase reflected growth of $53.9 million in interest on loans, resulting from higher average balances and loan yields. In addition, interest on investment securities grew by $7.5 million due to higher rates earned, which included $2.0 million in additional inflation income earned on the Company's portfolio of U.S. Treasury inflation-protected securities (TIPS). Interest expense on deposits and borrowings rose by $10.7 million largely due to higher average rates paid. The provision for loan losses increased $8.9 million over the previous year, totaling $45.2 million in 2017, and was $3.6 million higher than net loan charge-offs. Net charge-offs increased by $9.7 million in 2017 compared

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to 2016, mainly due to higher net charge-offs on consumer credit card loans and lower net recoveries on construction and business real estate loans.

Non-interest income in 2017 was $461.3 million, an increase of $14.7 million, or 3.3%, compared to $446.6 million in 2016. This increase resulted mainly from growth in trust fees, deposit account fees, and loan fees and sales, which increased $13.4 million, $3.7 million, and $2.5 million, respectively. Non-interest expense in 2017 was $744.3 million, an increase of $55.1 million over $689.2 million in 2016. The increase in non-interest expense included a $21.0 million, or 4.9%, increase in salaries and benefits expense due to higher full-time salaries, incentive compensation, and payroll taxes. As mentioned above, expense in 2017 also included $32.0 million of contribution expense resulting from the donation of appreciated securities to a charitable foundation. Investment securities net gains in 2017 totaled $25.1 million, largely resulting from these donations.

The Company distributed a 5% stock dividend for the 25th consecutive year on December 17, 2018. All per share and average share data in this report has been restated for the 2018 stock dividend.

Critical Accounting Policies

The Company's consolidated financial statements are prepared based on the application of certain accounting policies, the most significant of which are described in Note 1 to the consolidated financial statements. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or be subject to variations which may significantly affect the Company's reported results and financial position for the current period or future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to be recorded at, or adjusted to reflect, fair value. Current economic conditions may require the use of additional estimates, and some estimates may be subject to a greater degree of uncertainty due to the current instability of the economy. The Company has identified several policies as being critical because they require management to make particularly difficult, subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These policies relate to the allowance for loan losses, fair value measurement, and accounting for income taxes.

Allowance for Loan Losses

The Company performs periodic and systematic detailed reviews of its loan portfolio to assess overall collectability. The level of the allowance for loan losses reflects the Company's estimate of the losses inherent in the loan portfolio at any point in time. While these estimates are based on substantive methods for determining allowance requirements, actual outcomes may differ significantly from estimated results, especially when determining allowances for business, construction and business real estate loans. These loans are normally larger and more complex, and their collection rates are harder to predict. Personal banking loans, including personal real estate, credit card and consumer loans, are individually smaller and perform in a more homogenous manner, making loss estimates more predictable. Further discussion of the methodology used in establishing the allowance is provided in the Allowance for Loan Losses section of Item 7 and in Note 1 to the consolidated financial statements.

Fair Value Measurement

Investment securities, including available-for-sale, trading, equity and other securities, residential mortgage loans held for sale, derivatives and deferred compensation plan assets and associated liabilities are recorded at fair value on a recurring basis. Additionally, from time to time, other assets and liabilities may be recorded at fair value on a nonrecurring basis, such as impaired loans that have been reduced based on the fair value of the underlying collateral, other real estate (primarily foreclosed property), non-marketable equity securities and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve write-downs of individual assets or application of lower of cost or fair value accounting.

Fair value is an estimate of the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (i.e., not a forced transaction, such as a liquidation or distressed sale) between market participants at the measurement date and is based on the assumptions market participants would use when pricing an asset or liability. Fair value measurement and disclosure guidance establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The fair value hierarchy, the extent to which fair value is used to measure assets and liabilities and the valuation methodologies and key inputs used are discussed in Note 16 on Fair Value Measurements.

At December 31, 2018 , assets and liabilities measured using observable inputs that are classified as either Level 1 or Level 2 represented 98.9% and 99.6% of total assets and liabilities recorded at fair value, respectively. Valuations generated from model-based techniques that use at least one significant assumption not observable in the market are considered Level 3, and the Company's Level 3 assets totaled $100.4 million , or 1.2% of total assets recorded at fair value on a recurring basis. Unobservable assumptions reflect estimates of assumptions market participants would use in pricing the asset or liability. Fair value measurements for assets

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and liabilities where limited or no observable market data exists often involves significant judgments about assumptions, such as determining an appropriate discount rate that factors in both liquidity and risk premiums, and in many cases may not reflect amounts exchanged in a current sale of the financial instrument. In addition, changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, the Corporation would use valuation techniques requiring more management judgment to estimate the appropriate fair value.

Accounting for Income Taxes

Accrued income taxes represent the net amount of current income taxes which are expected to be paid attributable to operations as of the balance sheet date. Deferred income taxes represent the expected future tax consequences of events that have been recognized in the financial statements or income tax returns. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income when such assets and liabilities are anticipated to be settled or realized. Current and deferred income taxes are reported as either a component of other assets or other liabilities in the consolidated balance sheets, depending on whether the balances are assets or liabilities. Judgment is required in applying generally accepted accounting principles in accounting for income taxes. The Company regularly monitors taxing authorities for changes in laws and regulations and their interpretations by the judicial systems. The aforementioned changes, as well as any changes that may result from the resolution of income tax examinations by federal and state taxing authorities, may impact the estimate of accrued income taxes and could materially impact the Company’s financial position and results of operations.

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Net Interest Income

Net interest income, the largest source of revenue, results from the Company’s lending, investing, borrowing, and deposit gathering activities. It is affected by both changes in the level of interest rates and changes in the amounts and mix of interest earning assets and interest bearing liabilities. The following table summarizes the changes in net interest income on a fully taxable equivalent basis, by major category of interest earning assets and interest bearing liabilities, identifying changes related to volumes and rates. Changes not solely due to volume or rate changes are allocated to rate.



	2018									2017
	Change due to									Change due to
(In thousands)	Average Volume			Average Rate			Total			Average Volume			Average Rate			Total
Interest income, fully taxable equivalent basis
Loans:
Business	$	4,235		$	25,921		$	30,156		$	5,190		$	15,053		$	20,243
Real estate- construction and land	3,614			8,511			12,125			3,628			6,235			9,863
Real estate - business	1,637			13,870			15,507			9,284			3,420			12,704
Real estate - personal	2,765			2,333			5,098			3,114			(264		)	2,850
Consumer	(1,018		)	9,027			8,009			3,441			2,548			5,989
Revolving home equity	(735		)	2,732			1,997			(669		)	1,388			719
Consumer credit card	2,956			984			3,940			(654		)	2,975			2,321
Total interest on loans	13,454			63,378			76,832			23,334			31,355			54,689
Loans held for sale	154			144			298			(368		)	51			(317		)
Investment securities:
U.S. government and federal agency obligations	146			1,877			2,023			3,831			238			4,069
Government-sponsored enterprise obligations	(2,331		)	1,108			(1,223		)	(3,108		)	(2,744		)	(5,852		)
State and municipal obligations	(11,184		)	(8,022		)	(19,206		)	(1,191		)	3			(1,188		)
Mortgage-backed securities	9,931			12,132			22,063			7,771			(1,036		)	6,735
Asset-backed securities	(11,051		)	8,517			(2,534		)	(4,884		)	6,295			1,411
Other securities	734			11,382			12,116			(1,151		)	4,199			3,048
Total interest on investment securities	(13,755		)	26,994			13,239			1,268			6,955			8,223
Federal funds sold and short-term securities purchased under agreements to resell	105			184			289			36			116			152
Long-term securities purchased under agreements to resell	186			255			441			(1,765		)	3,661			1,896
Interest earning deposits with banks	1,206			2,804			4,010			97			1,153			1,250
Total interest income	1,350			93,759			95,109			22,602			43,291			65,893
Interest expense
Interest bearing deposits:
Savings	57			(65		)	(8		)	53			5			58
Interest checking and money market	328			10,174			10,502			235			2,650			2,885
Certificates of deposit of less than $100,000	(264		)	834			570			(272		)	108			(164		)
Certificates of deposit of $100,000 and over	(2,393		)	6,192			3,799			(439		)	2,753			2,314
Federal funds purchased and securities sold under agreements to repurchase	48			9,778			9,826			463			6,051			6,514
Other borrowings	(3,041		)	—			(3,041		)	(1,955		)	1,073			(882		)
Total interest expense	(5,265		)	26,913			21,648			(1,915		)	12,640			10,725
Net interest income, fully taxable equivalent basis	$	6,615		$	66,846		$	73,461		$	24,517		$	30,651		$	55,168

Net interest income totaled $823.8 million in 2018, increasing $90.1 million, or 12.3%, compared to $733.7 million in 2017. On a tax equivalent (T/E) basis, net interest income totaled $840.1 million, and increased $73.5 million over 2017. This increase included growth of $76.8 million in loan interest income (T/E), resulting from higher average balances and higher rates earned. In addition, interest earned on investment securities increased $13.2 million, mainly due to higher rates earned and the receipt of $8.9 million in dividend income during the second quarter of 2018, which was related to a liquidated equity security that was carried at fair value. Interest expense on deposits and borrowings combined was $65.4 million and increased $21.6 million, mostly due to higher rates paid. The net yield on earning assets (T/E) was 3.53% in 2018 compared with 3.19% in 2017.

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During 2018, loan interest income (T/E) grew $76.8 million over 2017 mainly due to higher rates earned coupled with increased average balances for most loan categories. The average tax equivalent rate earned on the loan portfolio increased 46 basis points to 4.53% in 2018 compared to 4.07% in 2017. The higher rates earned on the loan portfolio were partly related to continued actions taken by the Federal Reserve to raise short-term interest rates, which enabled much of the Company's loan portfolio to re-price higher. In addition, average loan balances increased 2.3%, or $314.4 million, this year. Increased interest on business loans was the main driver of overall higher loan interest income, mostly due to higher rates, as many of these loans contain variable interest rate terms. Average business loan balances also grew $131.0 million this year. Increases in average balances and rates on construction and business real estate loans drove interest income growth a combined $27.6 million this year. Interest on personal real estate loans increased $5.1 million as average balances were higher by $74.1 million or 3.7%, and the average rate grew 11 basis points. Interest on consumer loans grew $8.0 million over the prior year as the average rate earned increased 45 basis points, but was partly offset by a decline in average balances of $25.6 million. Consumer credit card loan interest was higher by $3.9 million due to growth of $24.9 million in average balances, coupled with a 13 basis point increase in the average rate earned.

Tax equivalent interest income on total investment securities increased $13.2 million during 2018, as the average rate earned increased 33 basis points, while average balances declined $661.6 million. The average rate on the total investment portfolio was 2.84% in 2018 compared to 2.51% in 2017, while the average balance of the total investment securities portfolio (excluding unrealized fair value adjustments on available for sale debt securities) was $8.8 billion in 2018 compared to an average balance of $9.5 billion in 2017. The increase in interest income was mainly due to higher interest earned on mortgage-backed securities, coupled with increased interest and dividend income on equity and other securities. These increases were partly offset lower interest earned on state and municipal securities. Interest income on mortgage-backed securities increased $22.1 million, due to an increase in average balances of $419.0 million and an increase of 29 basis points in the average rate earned. Interest income on equity securities increased due to $8.9 million in dividend income during the second quarter of 2018 (mentioned previously), while interest on other securities increased $1.9 million due to an increase in receipts of non-recurring equity investment dividends during 2018. Interest earned on U.S. government securities grew $2.0 million, which included growth of $2.1 million in inflation income on the Company's treasury inflation-protected securities (TIPS). Partly offsetting these increases in interest income were declines of $19.2 million, $2.5 million and $1.2 million in interest earned on state and municipal, asset-backed and government-sponsored enterprise (GSE) securities, respectively. The decline in state and municipal interest resulted from a decline of $310.0 million in average balances coupled with a lower tax equivalent rate due to tax law changes in 2018. Asset-backed securities interest decreased mainly due to a decline of $627.9 million in average balances, partly offset by higher average rates. Interest earned on GSE's declined mainly due to lower average balances, partly offset by growth in the average rate. Interest earned on deposits with banks increased $4.0 million mainly due to an 88 basis point increase in average rates earned and an increase of $112.7 million in average balances.

During 2018, interest expense on deposits increased $14.9 million over 2017 and resulted mainly from an 11 basis point increase in the overall average rate paid on deposits. Interest expense on interest checking and money market accounts increased $10.5 million due to higher rates paid, which rose nine basis points. The growth in interest expense on certificates of deposit was largely due to higher rates paid on certificates of deposit over $100,000, which increased 54 basis points, partly offset by lower total average certificate of deposit balances, which fell $363.3 million, or 17.5%. The overall rate paid on total deposits increased from .23% in 2017 to .34% in the current year. Interest expense on borrowings increased due to higher rates paid on customer repurchase agreements, partly offset by the elimination of all Federal Home Loan Bank (FHLB) borrowings in 2018. The overall average rate incurred on all interest bearing liabilities was .44% in 2018, compared to .29% in 2017.

During 2017, net interest income totaled $733.7 million, increasing $53.6 million, or 7.9%, compared to $680.0 million in 2016. On a tax equivalent (T/E) basis, net interest income totaled $766.6 million and increased $55.2 million over 2016. This increase included growth of $54.7 million in loan interest, resulting from higher average loan balances and higher rates earned. In addition, interest earned on investment securities increased $8.2 million, mainly due to higher rates earned. Interest expense on deposits and borrowings combined was $43.7 million and increased $10.7 million compared to 2016 largely due to higher rates paid. The net yield on earning assets (T/E) was 3.19% in 2017 compared to 3.04% in 2016.

During 2017, loan interest income (T/E) grew $54.7 million over 2016 due to average loan growth of $683.9 million, or 5.3%. The average tax equivalent rate earned on the loan portfolio was 4.07% in 2017 compared to 3.86% in 2016. Similar to 2018, the higher rates earned on the loan portfolio were partly related to increases in interest rate levels taken by the Federal Reserve during 2017. The largest increase in loan interest occurred in business loans, which was higher by $20.2 million as a result of growth in the average rate earned of 31 basis points. Also contributing to the increase were higher average business loan balances of $179.5 million, or 3.9%, as growth trends continued in commercial and industrial, tax-free, and lease loans. Construction and land loan interest grew $9.9 million due to a 71 basis point increase in average rates and a $103.1 million, or 13.2%, increase in average balances. Business real estate interest was higher by $12.7 million as a result of an increase in average balances of $253.7 million, or 10.4%, along with an increase in average rates of 13 basis points. Interest earned on consumer loans increased $6.0 million over the prior year as the average rate increased 12 basis points and average balances increased $89.2 million. Personal real estate

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loan interest was higher by $2.9 million and resulted from growth in average balances of $83.3 million. Interest on consumer credit card loans rose $2.3 million due to a 40 basis point increase in the average rate earned.

Tax equivalent interest income on total investment securities increased $8.2 million during 2017, as the average rate earned increased nine basis points, while total average balances declined slightly. The average rate earned on the total investment portfolio was 2.51% in 2017 compared to 2.42% in 2016, while the average balance of the total investment securities portfolio (excluding unrealized fair value adjustments on available for sale debt securities) was approximately $9.5 billion during both years. The increase in interest income was mainly due to higher interest earned on U.S. government obligations, mortgage-backed securities, and other securities. Interest earned on U.S. government securities grew $4.1 million, which included growth of $2.0 million in inflation-adjusted interest on TIPS. In addition, average balances rose $179.9 million, or 24.5%. Interest income on mortgage-backed securities increased $6.7 million, due to an increase in average balances of $323.8 million, partly offset by a decline of three basis points in the average rate earned. Interest earned on asset-backed securities increased $1.4 million, mainly due to an increase of 30 basis points in the average rate earned, partly offset by a decline in average balances of $334.5 million. Interest income on other securities increased $2.9 million, largely due to one-time interest payments received on a private equity investment in 2017. Partly offsetting these increases in interest income were declines of $5.9 million and $1.2 million in interest on GSE and state and municipal securities, respectively. The decline in GSE interest resulted from a $139.4 million decline in average balances, coupled with a rate decrease of 61 basis points, while state and municipal interest was lower due to a decrease of $33.0 million in average balances. Interest earned on deposits with banks increased $1.3 million mainly due to a 55 basis point increase in average rates earned. Interest on long-term securities purchased under resell agreements increased $1.9 million in 2017 compared to 2016 due to an increase in the average rate of 53 basis points, partly offset by a $103.2 million decrease in the average balances of these instruments.

During 2017, interest expense on deposits increased $5.1 million over 2016. This growth was comprised of higher interest expense on money market and interest checking accounts of $2.9 million and higher interest expense on certificates of deposit of $2.2 million. The increase in money market and interest checking interest expense resulted mainly from higher average rates paid, which rose three basis points. The growth in certificate of deposit interest expense was largely due to higher rates paid on certificates of deposit over $100,000, which increased 19 basis points, partly offset by lower total average certificate of deposit balances, which fell $139.6 million, or 6.3%. The overall rate paid on total deposits increased from .19% in 2016 to .23% in the current year. Interest expense on borrowings increased $5.6 million, due to higher average rates paid on repurchase agreements during 2017, partly offset by lower FHLB borrowings. The overall average rate incurred on all interest bearing liabilities was .29% in 2017, compared to .22% in 2016.

Provision for Loan Losses

The provision for loan losses is recorded to bring the allowance for loan losses to a level deemed adequate by management based on the factors mentioned in the “Allowance for Loan Losses” section of this discussion. The provision for loan losses totaled $42.7 million in 2018, a decrease of $2.6 million from the 2017 provision of $45.2 million. In 2017, the provision exceeded net loan charge-offs by $3.6 million, increasing the allowance for loan losses by the same amount, whereas the 2018 provision was $400 thousand greater than net loan charge-offs for the year.

Net loan charge-offs for the year totaled $42.3 million and increased $650 thousand compared to $41.6 million in 2017. The increase in net loan charge-offs over the previous year was mainly the result of higher net charge-offs on business loans, which increased $724 thousand and was largely the result of a charge-off recorded on one larger loan. In addition, consumer credit card net charge-offs increased $325 thousand, while construction loan net recoveries declined $556 thousand. Partly offsetting these increases in net charge-offs were lower net charge-offs on consumer loans, which decreased $693 thousand from the prior year. The allowance for loan losses totaled $159.9 million at December 31, 2018, an increase of $400 thousand compared to the prior year, and represented 1.13% of outstanding loans at year end 2018, compared to 1.14% at year end 2017.

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Non-Interest Income



										% Change
(Dollars in thousands)	2018			2017			2016			'18-'17		'17-'16
Bank card transaction fees	$	171,576		$	155,100		$	154,043		10.6	%	0.7	%
Trust fees	147,964			135,159			121,795			9.5		11.0
Deposit account charges and other fees	94,517			90,060			86,394			4.9		4.2
Capital market fees	7,721			7,996			10,655			(3.4	)	(25.0	)
Consumer brokerage services	15,807			14,630			13,784			8.0		6.1
Loan fees and sales	12,723			13,948			11,412			(8.8	)	22.2
Other	51,033			44,370			48,473			15.0		(8.5	)
Total non-interest income	$	501,341		$	461,263		$	446,556		8.7	%	3.3	%
Non-interest income as a % of total revenue*	37.8		%	38.6		%	39.6		%
Total revenue per full-time equivalent employee	$	276.4		$	248.9		$	235.5


*	Total revenue is calculated as net interest income plus non-interest income.

Non-interest income totaled $501.3 million, an increase of $40.1 million, or 8.7%, compared to $461.3 million in 2017. Bank card fees increased $16.5 million, or 10.6%, over the prior year, as a result of growth in net debit card fees of $4.1 million and net corporate card fees of $14.8 million. These increases were partly offset by declines in net credit card fees of $1.6 million and net merchant fees of $836 thousand. The table below is a summary of bank card transaction fees for the last three years.



							% Change
(Dollars in thousands)	2018		2017		2016		'18-'17		'17-'16
Net debit card fees	$	39,738	$	35,636	$	33,441	11.5	%	6.6	%
Net credit card fees	12,965		14,576		14,834		(11.1	)	(1.7	)
Net merchant fees	19,233		20,069		23,043		(4.2	)	(12.9	)
Net corporate card fees	99,640		84,819		82,725		17.5		2.5
Total bank card transaction fees	$	171,576	$	155,100	$	154,043	10.6	%	0.7	%

Trust fee income increased $12.8 million, or 9.5%, as a result of continued growth in both personal (up 11.1%) and institutional (up 6.4%) trust fees. The market value of total customer trust assets totaled $50.0 billion at year end 2018, which was an increase of 2.7% over year end 2017 balances. Deposit account fees increased $4.5 million, or 4.9%, mainly due to growth of $2.4 million in corporate cash management fees, $1.1 million in deposit account service charges and $892 thousand in overdraft and return item fees. In 2018, corporate cash management fees comprised 40.7% of total deposit fees, while overdraft fees comprised 33.3% of total deposit fees. Capital market fees declined $275 thousand, or 3.4%, due to continued lower sales volumes, while consumer brokerage services revenue increased $1.2 million, or 8.0%, mainly due to growth in advisory and fixed annuity fees. Loan fees and sales decreased $1.2 million, or 8.8%, from the prior year mainly due to declines mortgage banking revenue as a result of lower originations of fixed-rate loans in 2018. Total mortgage banking revenue totaled $8.2 million in 2018 compared to $9.2 million in 2017. Other non-interest income increased $6.7 million, or 15.0%, over the prior year, mainly due to gains of $6.6 million recorded on the sale of branch properties in 2018. In addition, cash sweep commissions, interest rate swap fees, and fees from sales of tax credits increased $1.6 million, $2.1 million, and $1.6 million, respectively, over 2017. These increases were partly offset by lower gains of $1.1 million on sales of leased assets to customers upon lease termination.

During 2017, non-interest income increased $14.7 million, or 3.3%, to $461.3 million compared to $446.6 million in 2016. Bank card fees increased $1.1 million, or .7%, over 2016. This growth included increases of $2.2 million, or 6.6%, in net debit card fees and $2.1 million, or 2.5%, in net corporate card fees, partly offset by a decline of $3.0 million, or 12.9%, in net merchant fees. Trust fee income increased $13.4 million, or 11.0%, as a result of growth in both personal (up 10.3%) and institutional (up 11.9%) trust fees. The market value of total customer trust assets totaled $48.7 billion at year end 2017, which was an increase of 13.1% over year end 2016 balances. Deposit account fees increased $3.7 million, or 4.2%, mainly due to growth in service charges on deposits of $2.5 million, or 12.1%. In addition, overdraft fees increased $1.2 million, or 4.2%, while corporate cash management fees were flat. Capital market fees declined $2.7 million, or 25.0%, due to lower sales volumes, while consumer brokerage services revenue increased $846 thousand, or 6.1%, due to growth in advisory fees. Loan fees and sales increased $2.5 million in 2017 compared to 2016, mainly due to higher mortgage banking revenue. Other non-interest income decreased $4.1 million, or 8.5%, from 2016. This decrease was due in part to a decline in interest rate swap fees of $3.9 million due to lower origination volume. In addition, a large gain on a branch sale and a trust settlement were recorded in 2016, which did not recur in 2017. These declines were partly offset by higher gains of $1.2 million on sales of leased assets to customers upon lease termination.

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Investment Securities Gains (Losses), Net



(In thousands)	2018			2017			2016
Net gains (losses) on sales of available for sale debt securities	$	(9,653	)	$	(9,695	)	$	109
Net gains on sales of equity securities	1,759			10,643			1,904
Fair value adjustments on equity securities	2,542			—			—
Adjustment for dividend income on a liquidated equity investment	(8,917		)	—			—
Donations of equity securities	—			31,074			—
Net gains (losses) on sales and fair value adjustments of private equity investments	13,849			(6,332		)	(1,796		)
Other	(68		)	(639		)	(270		)
Total investment securities gains (losses), net	$	(488	)	$	25,051		$	(53	)

Net gains and losses on investment securities during 2018 , 2017 and 2016 are shown in the table above. Included in these amounts are gains and losses arising from sales of securities from the Company’s available for sale debt portfolio, including credit-related losses on debt securities identified as other-than-temporarily impaired. Also shown are gains and losses relating to private equity investments, which are primarily held by the Parent’s majority-owned private equity subsidiaries. These include fair value adjustments, in addition to gains and losses realized upon disposition. The portions of private equity investment gains and losses that are attributable to minority interests are reported as non-controlling interest in the consolidated statements of income, and resulted in expense of $2.8 million in 2018, compared to income of $575 thousand in 2017 and expense of $573 thousand in 2016.

Net securities losses of $488 thousand were recorded in 2018, which included $9.7 million in net losses realized on bond sales resulting from the Company's sale of approximately $680 million (book value) of bonds, mainly mortgage and asset-backed securities, as part of a strategy to extend the duration of the securities portfolio and improve net interest margins. Net securities losses also included $8.9 million in losses related to an adjustment for dividend income on a liquidated investment. These losses were offset by net gains totaling $13.8 million of fair value adjustments on private equity investments, in addition to fair value adjustments and net gains realized on sales of equity investments.

Net securities gains of $25.1 million were recorded in 2017, which included $31.1 million in gains realized upon donation of appreciated stock and $10.6 million in net gains realized on sales of equity securities. These gains were offset by net losses of $9.7 million realized on sales of available for sale debt securities, resulting from the Company's sale of approximately $790 million of bonds, mainly mortgage and asset-backed securities. Additionally, net securities losses included $499 thousand in net losses realized on the sale of private equity investments and $5.8 million in losses related to fair value adjustments on private equity investments.

Net securities losses of $53 thousand were recorded in 2016. The 2016 net loss included $1.9 million in gains realized upon dispositions of private equity investments, offset by net losses in fair value totaling $3.7 million on the Company's private equity investment portfolio. Additionally, the Company realized gains on sales of equity securities, including a $1.8 million gain resulting from the Parent's withdrawal from a private equity fund as required under the Volcker Rule investment prohibitions.

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Non-Interest Expense



										% Change
(Dollars in thousands)	2018			2017			2016			'18-'17		'17-'16
Salaries	$	396,897		$	380,945		$	360,840		4.2	%	5.6	%
Employee benefits	71,297			67,376			66,470			5.8		1.4
Net occupancy	46,044			45,612			46,290			.9		(1.5	)
Equipment	18,125			18,568			19,141			(2.4	)	(3.0	)
Supplies and communication	20,637			22,790			24,135			(9.4	)	(5.6	)
Data processing and software	85,978			80,998			79,589			6.1		1.8
Marketing	20,548			16,325			16,032			25.9		1.8
Deposit insurance	11,546			13,986			13,327			(17.4	)	4.9
Community service	2,445			34,377			3,906			(92.9	)	N.M.
Other	64,304			63,366			59,499			1.5		6.5
Total non-interest expense	$	737,821		$	744,343		$	689,229		(.9	)%	8.0	%
Efficiency ratio	55.6		%	62.2		%	61.0		%
Salaries and benefits as a % of total non-interest expense	63.5		%	60.2		%	62.0		%
Number of full-time equivalent employees	4,795			4,800			4,784

Non-interest expense was $737.8 million in 2018, a decrease of $6.5 million, or .9%, from the previous year. Salaries and benefits expense increased $19.9 million, or 4.4%, mainly due to higher full-time salaries and medical expense. Growth in salaries expense was driven by increases in full-time salaries in information technology, consumer, wealth, commercial and other support units, while incentive compensation expense declined slightly from 2017. Full-time equivalent employees totaled 4,795 at December 31, 2018, reflecting a small decrease from 2017. Occupancy expense increased $432 thousand, or .9%, mainly due to higher rent, utilities and building services expense, while equipment expense decreased $443 thousand, or 2.4%, due to lower equipment depreciation expense. Supplies and communication expense decreased $2.2 million, or 9.4%, mainly due to lower voice and data network costs. Data processing and software expense increased $5.0 million, or 6.1%, primarily due to higher third party processing costs. Marketing expense increased $4.2 million, or 25.9%, due to new bank card initiatives and consumer marketing initiatives in 2018. Deposit insurance expense declined $2.4 million, or 17.4%, from the prior year mainly due to decreases in average assets, a lower assessment rate, and the elimination of the special FDIC surcharge in the fourth quarter of 2018. Community service costs decreased $31.9 million due to the contribution of appreciated securities to a related foundation in 2017, which did not recur in 2018. Other non-interest expense increased $938 thousand, or 1.5%, over the prior year mainly due to higher costs for professional fees (up $2.4 million) and directors fees (up $936 thousand). These increases were partly offset by lower bank card fraud losses (down $961 thousand).

In 2017, non-interest expense was $744.3 million, an increase of $55.1 million, or 8.0%, over 2016. Salaries and benefits expense increased $21.0 million, or 4.9%, mainly due to higher full-time salaries, incentive compensation, and payroll taxes. Incentive compensation included the accrual of a discretionary bonus of $3.3 million in December 2017 that was paid to approximately 75% of all employees. Growth in salaries expense resulted partly from staffing additions in commercial and consumer, information technology, and other support units. Full-time equivalent employees totaled 4,800 at December 31, 2017, an increase of .3% over 2016. Occupancy expense decreased $678 thousand, mainly due to higher net rental income and lower demolition costs on a branch replacement project. Supplies and communication expense decreased by $1.3 million, or 5.6%, mainly due to reissuance costs for new chip cards distributed to customers in 2016 and lower office supplies expense. Data processing and software expense increased $1.4 million, or 1.8%, mainly due to higher online subscription services and outsourced data provider fees, partly offset by lower bank card processing costs. Equipment expense decreased by $573 thousand, or 3.0%, while deposit insurance expense was higher by $659 thousand, or 4.9%, due to higher insurance rates. Costs for marketing increased slightly compared to 2016. Community service costs increased $30.5 million due to the contribution of $32.0 million of appreciated securities to a related foundation during 2017. Other non-interest expense increased $3.9 million, or 6.5%, over 2016 mainly due to higher costs for legal and professional fees (up $1.2 million), impairment losses on surplus branch sites (up $1.2 million), and lower deferred origination costs (down $1.5 million).

Income Taxes

Income tax expense was $105.9 million in 2018 , compared to $110.5 million in 2017 and $124.2 million in 2016 . The effective tax rate, including the effect of non-controlling interest, was 19.6% in 2018 compared to 25.7% in 2017 and 31.1% in 2016 .

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Due to the enactment of new federal tax reform legislation in December 2017, federal tax rates were lowered from 35% to 21%, which lowered the Company's effective tax rate in 2018. Additionally, the Company adopted ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," on January 1, 2017, which requires all excess tax benefits (net of tax deficiencies) to be recognized as income tax expense or benefit in the income statement. The amount of excess tax benefits (net of tax deficiencies) recognized as a reduction to income tax expense totaled $4.7 million and $7.3 million in 2018 and 2017, respectively. In 2017, the Company also recorded income tax benefits of $11.8 million resulting from the contribution of appreciated securities to a charitable foundation.

Financial Condition

Loan Portfolio Analysis

Classifications of consolidated loans by major category at December 31 for each of the past five years are shown in the table below. This portfolio consists of loans which were acquired or originated with the intent of holding to their maturity. Loans held for sale are separately discussed in a following section. A schedule of average balances invested in each loan category below appears on page 54.



	Balance at December 31
(In thousands)	2018		2017		2016		2015		2014
Commercial:
Business	$	5,106,427	$	4,958,554	$	4,776,365	$	4,397,893	$	3,969,952
Real estate — construction and land	869,659		968,820		791,236		624,070		403,507
Real estate — business	2,875,788		2,697,452		2,643,374		2,355,544		2,288,215
Personal banking:
Real estate — personal	2,127,083		2,062,787		2,010,397		1,915,953		1,883,092
Consumer	1,955,572		2,104,487		1,990,801		1,924,365		1,705,134
Revolving home equity	376,399		400,587		413,634		432,981		430,873
Consumer credit card	814,134		783,864		776,465		779,744		782,370
Overdrafts	15,236		7,123		10,464		6,142		6,095
Total loans	$	14,140,298	$	13,983,674	$	13,412,736	$	12,436,692	$	11,469,238

The contractual maturities of business and real estate loan categories at December 31, 2018 , and a breakdown of those loans between fixed rate and floating rate loans are as follows.



	Principal Payments Due
(In thousands)	In One Year or Less			After One Year Through Five Years			After Five Years			Total
Business	$	2,503,345		$	2,153,729		$	449,353		$	5,106,427
Real estate — construction and land	524,674			322,426			22,559			869,659
Real estate — business	516,579			1,750,781			608,428			2,875,788
Real estate — personal	165,134			510,971			1,450,978			2,127,083
Total business and real estate loans	$	3,709,732		$	4,737,907		$	2,531,318		$	10,978,957

Business and real estate loans:
Loans with fixed rates	23.8		%	48.4		%	55.2		%	41.7		%
Loans with floating rates	76.2		%	51.6		%	44.8		%	58.3		%
Total business and real estate loans	100.0		%	100.0		%	100.0		%	100.0		%

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The following table shows loan balances at December 31, 2018, segregated between those with fixed interest rates and those with variable rates that fluctuate with an index.



(In thousands)	Fixed Rate Loans		Variable Rate Loans		Total		% Variable Rate Loans
Business	$	1,856,806	$	3,249,621	$	5,106,427	63.6	%
Real estate — construction and land	46,693		822,966		869,659		94.6
Real estate — business	1,224,106		1,651,682		2,875,788		57.4
Real estate — personal	1,445,600		681,483		2,127,083		32.0
Consumer	1,373,478		582,094		1,955,572		29.8
Revolving home equity	7,171		369,228		376,399		98.1
Consumer credit card	61,878		752,256		814,134		92.4
Overdrafts	15,236		—		15,236		—
Total loans	$	6,030,968	$	8,109,330	$	14,140,298	57.3	%

Total loans at December 31, 2018 were $14.1 billion, an increase of $156.6 million, or 1.1%, over balances at December 31, 2017. The growth in loans during 2018 occurred in the business, business real estate, personal real estate, credit card and overdraft loan categories, while construction, consumer and revolving home equity loans declined from the prior year. Business loans increased $147.9 million, or 3.0%, reflecting growth in commercial and industrial loans, while commercial card and tax-advantaged lending declined. Business real estate loans increased $178.3 million, or 6.6%, due to the improved loan demand and the transfer of certain outstanding construction loans into this category. Construction loans decreased $99.2 million, or 10.2% mainly due to pay downs on certain completed projects and transfers to the business real estate loan category. Personal real estate loans increased $64.3 million, or 3.1%, on origination growth and demand for adjustable rate mortgages, which are retained on the balance sheet. The Company sells certain long-term fixed rate mortgage loans to the secondary market, and l oan sales in 2018 totaled $193.5 million, compared to $199.8 million in 2017. C onsumer loans decreased $148.9 million, or 7.1%, due to declines in automobile, fixed rate home equity and other consumer loans, along with continued run off of marine and recreational vehicle loan balances. Consumer credit card loans increased $30.3 million, or 3.9%, as a result of new account activity, while revolving home equity loan balances declined $24.2 million compared to balances at year end 2017.

The Company currently holds approximately 30% of its loan portfolio in the Kansas City market, 29% in the St. Louis market, and 41% in other regional markets. The portfolio is diversified from a business and retail standpoint, with 63% in loans to businesses and 37% in loans to consumers. The Company believes a diversified approach to loan portfolio management, strong underwriting criteria and an aversion toward credit concentrations, from an industry, geographic and product perspective, have contributed to low levels of problem loans and loan losses experienced over the last several years.

The Company participates in credits of large, publicly traded companies which are defined by regulation as shared national credits, or SNCs. Regulations define SNCs as loans exceeding $100 million that are shared by three or more financial institutions. The Company typically participates in these loans when business operations are maintained in the local communities or regional markets and opportunities to provide other banking services are present. At December 31, 2018, the balance of SNC loans totaled approximately $830.2 million, with an additional $1.3 billion in unfunded commitments.

Commercial Loans

Business

Total business loans amounted to $5.1 billion at December 31, 2018 and include loans used mainly to fund customer accounts receivable, inventories, and capital expenditures. The business loan portfolio includes tax-advantaged loans and leases which carry tax free interest rates. These loans totaled $902.5 million at December 31, 2018, a decline of $32.6 million, or 3.5%, from December 31, 2017 balances. The business loan portfolio also includes direct financing and sales type leases totaling $557.3 million, which are used by commercial customers to finance capital purchases ranging from computer equipment to office and transportation equipment. These leases increased $25.8 million, or 4.9%, over 2017. The Company has outstanding energy-related loans totaling $143.8 million at December 31, 2018, which are further discussed on page 38. Also included in the business portfolio are corporate card loans, which totaled $297.0 million at December 31, 2018 and are made in conjunction with the Company’s corporate card business for corporate trade purchases. Corporate card loans are made to corporate, non-profit and government customers nationwide, but have very short-term maturities, which limit risk.

Business loans, excluding corporate card loans, are made primarily to customers in the regional trade area of the Company, generally the central Midwest, encompassing the states of Missouri, Kansas, Illinois, and nearby Midwestern markets, including

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Iowa, Oklahoma, Colorado, Texas and Ohio. This portfolio is diversified from an industry standpoint and includes businesses engaged in manufacturing, wholesaling, retailing, agribusiness, insurance, financial services, public utilities, health care, and other service businesses. Emphasis is upon middle-market and community businesses with known local management and financial stability. Consistent with management’s strategy and emphasis upon relationship banking, most borrowing customers also maintain deposit accounts and utilize other banking services. Net loan charge-offs in this category totaled $2.1 million in 2018 (mainly representing a charge-off on one larger loan placed on non-accrual late in the year), compared to net loan charge-offs of $1.4 million recorded in 2017. Non-accrual business loans were $9.0 million (.2% of business loans) at December 31, 2018 compared to $5.9 million at December 31, 2017.

Real Estate-Construction and Land

The portfolio of loans in this category amounted to $869.7 million at December 31, 2018, which was a decrease of $99.2 million, or 10.2%, from the prior year and comprised 6.2% of the Company’s total loan portfolio. Commercial construction and land development loans totaled $664.6 million, or 76.4% of total construction loans at December 31, 2018. These loans decreased $101.3 million from 2017 year end balances; driving the decline in the total construction portfolio. Commercial construction loans are made during the construction phase for small and medium-sized office and medical buildings, manufacturing and warehouse facilities, apartment complexes, shopping centers, hotels and motels, and other commercial properties. Commercial land development loans relate to land owned or developed for use in conjunction with business properties. Residential construction and land development loans at December 31, 2018 totaled $205.1 million, or 23.6% of total construction loans. A stable construction market has contributed to improved loss trends, with net loan recoveries of $635 thousand and $1.2 million recorded in 2018 and 2017, respectively.

Real Estate-Business

Total business real estate loans were $2.9 billion at December 31, 2018 and comprised 20.3% of the Company’s total loan portfolio. This category includes mortgage loans for small and medium-sized office and medical buildings, manufacturing and warehouse facilities, shopping centers, hotels and motels, churches, and other commercial properties. The business real estate borrowers and/or properties are generally located in local and regional markets where Commerce does business, and emphasis is placed on owner-occupied lending (36.1% of this portfolio), which presents lower risk levels. Additional information about business real estate loans by borrower is presented on page 36. At December 31, 2018, non-accrual balances amounted to $1.7 million, or .1% of business real estate loans, down from $2.7 million at year end 2017. The Company experienced net loan recoveries of $378 thousand in 2018, compared to net loan recoveries of $203 thousand in 2017.

Personal Banking Loans

Real Estate-Personal

At December 31, 2018, there were $2.1 billion in outstanding personal real estate loans, which comprised 15.0% of the Company’s total loan portfolio. The mortgage loans in this category are mainly for owner-occupied residential properties. The Company originates both adjustable and fixed rate mortgage loans, and at December 31, 2018, 32% of the portfolio was comprised of adjustable rate loans, while 68% was comprised of fixed rate loans. The Company does not purchase any loans from outside parties or brokers, and has never maintained or promoted subprime or reduced-document products. Levels of mortgage loan origination activity increased slightly in 2018, with originations of $563.0 million in 2018 compared with $560.8 million in 2017. Net loans retained by the Company increased $64.3 million, driven by increased demand for adjustable rate mortgage loans, which the Company retains, while loans sold to the secondary market decreased $6.3 million. The loan sales were made under a 2015 initiative to originate and sell certain long term fixed rate loans, resulting in sales of $199.8 million in 2017 and $193.5 million in 2018. The Company has experienced lower loan losses in this category than many others in the industry and believes this is partly because of its conservative underwriting culture, stable markets, and the fact that it does not offer subprime lending products or purchase loans from brokers. Net loan recoveries for 2018 amounted to $335 thousand, compared to net loan recoveries of $305 thousand in the previous year. The non-accrual balances of loans in this category decreased to $1.8 million at December 31, 2018, compared to $2.5 million at year end 2017.

Consumer

Consumer loans consist of private banking, automobile, motorcycle, marine, tractor/trailer, recreational vehicle (RV), fixed rate home equity, patient health care financing and other types of consumer loans. These loans totaled $2.0 billion at year end 2018. Approximately 47% of the consumer portfolio consists of automobile loans, 20% in private banking loans, 5% in motorcycle loans, 14% in fixed rate home equity loans, 9% in heathcare financing loans and 3% in marine and RV loans. Total consumer loans decreased $148.9 million at year end in 2018 compared to year end 2017. Declines of $99.4 million in automobile loan originations, $28.5 million in fixed rate home equity loans, $20.9 million in marine and RV loans and $42.2 million in motorcycle loans were partly offset by growth of $25.3 million in patient health care financing and $12.4 million in private banking loans.

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Also, auto loans totaling $25.9 million were sold to another institution this year. Net charge-offs on total consumer loans were $9.3 million in 2018, compared to $10.0 million in 2017, averaging .5% of consumer loans in both years. Consumer loan net charge-offs included marine and RV loan net charge-offs of $710 thousand, which were 1.2% of average marine and RV loans in 2018, compared to 1.4% in 2017.

Revolving Home Equity

Revolving home equity loans, of which 98% are adjustable rate loans, totaled $376.4 million at year end 2018. An additional $709.4 million was available in unused lines of credit, which can be drawn at the discretion of the borrower. Home equity loans are secured mainly by second mortgages (and less frequently, first mortgages) on residential property of the borrower. The underwriting terms for the home equity line product permit borrowing availability, in the aggregate, generally up to 80% or 90% of the appraised value of the collateral property at the time of origination. Net charge-offs totaled $55 thousand in 2018, compared to $185 thousand in 2017.

Consumer Credit Card

Total consumer credit card loans amounted to $814.1 million at December 31, 2018 and comprised 5.8% of the Company’s total loan portfolio. The credit card portfolio is concentrated within regional markets served by the Company. The Company offers a variety of credit card products, including affinity cards, rewards cards, and standard and premium credit cards, and emphasizes its credit card relationship product, Special Connections. Approximately 41% of the households that own a Commerce credit card product also maintain a deposit relationship with the subsidiary bank. At December 31, 2018, approximately 92% of the outstanding credit card loan balances had a floating interest rate, compared to 91% in the prior year. Net charge-offs amounted to $30.6 million in 2018, an increase of $325 thousand over $30.3 million in 2017.

Loans Held for Sale

At December 31, 2018, loans held for sale were comprised of certain long-term fixed rate personal real estate loans and loans extended to students while attending colleges and universities. The personal real estate loans are carried at fair value and totaled $13.5 million at December 31, 2018. The student loans, carried at the lower of cost or fair value, totaled $7.2 million at December 31, 2018. Both of these portfolios are further discussed in Note 2 to the consolidated financial statements.

Allowance for Loan Losses

The Company has an established process to determine the amount of the allowance for loan losses which assesses the risks and losses inherent in its portfolio. This process provides an allowance consisting of a specific allowance component based on certain individually evaluated loans and a general component based on estimates of reserves needed for pools of loans.

Loans subject to individual evaluation generally consist of business, construction, business real estate and personal real estate loans on non-accrual status, and include troubled debt restructurings that are on non-accrual status. These non-accrual loans are evaluated individually for impairment based on factors such as payment history, borrower financial condition and collateral. For collateral dependent loans, appraisals of collateral (including exit costs) are normally obtained annually but discounted based on date last received and market conditions. From these evaluations of expected cash flows and collateral values, specific allowances are determined.

Loans which are not individually evaluated are segregated by loan type and sub-type and are collectively evaluated. These loans include commercial loans (business, construction and business real estate) which have been graded pass, special mention, or substandard, and also includes all personal banking loans except personal real estate loans on non-accrual status. Collectively-evaluated loans include certain troubled debt restructurings with similar risk characteristics. Allowances for both personal banking and commercial loans use methods which consider historical and current loss trends, loss emergence periods, delinquencies, industry concentrations and unique risks. Economic conditions throughout the Company's market place, as monitored by Company credit officers, are also considered in the allowance determination process.

The Company’s estimate of the allowance for loan losses and the corresponding provision for loan losses rest upon various judgments and assumptions made by management. In addition to past loan loss experience, various qualitative factors are considered, such as current loan portfolio composition and characteristics, trends in delinquencies, portfolio risk ratings, levels of non-performing assets, credit concentrations, collateral values, and prevailing regional and national economic conditions. The Company has internal credit administration and loan review staff that continuously review loan quality and report the results of their reviews and examinations to the Company’s senior management and Board of Directors. Such reviews also assist management in establishing the level of the allowance. In using this process and the information available, management must consider various assumptions and exercise considerable judgment to determine the overall level of the allowance for loan losses. Because of these subjective factors, actual outcomes of inherent losses can differ from original estimates. The Company’s subsidiary bank continues

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to be subject to examination by several regulatory agencies, and examinations are conducted throughout the year, targeting various segments of the loan portfolio for review. Refer to Note 1 to the consolidated financial statements for additional discussion on the allowance and charge-off policies.

At December 31, 2018, the allowance for loan losses was $159.9 million, compared to $159.5 million at December 31, 2017. The percentage of allowance to loans decreased slightly to 1.13% at December 31, 2018 compared to 1.14% at year end 2017. Total loans delinquent 90 days or more and still accruing were $16.7 million at December 31, 2018, a decrease of $1.5 million compared to year end 2017, mainly driven by a $2.2 million decrease in personal real estate loans delinquent 90 days or more, partly offset by an increase of $1.5 million in consumer credit card loan delinquencies. Non-accrual loans at December 31, 2018 were $12.5 million, an increase of $553 thousand over the prior year, mainly due to an increase in business non-accrual loans of $3.0 million. This increase was partially offset by decreases in business real estate and consumer non-accrual loans of $1.0 million and $834 thousand, respectively. The 2018 year end balance of non-accrual loans was comprised of $9.0 million of business loans, $1.7 million of business real estate loans and $1.8 million of personal real estate loans.

Net loan charge-offs totaled $42.3 million in 2018, representing a $650 thousand increase compared to net charge-offs of $41.6 million in 2017. The increase was largely due to higher business loan net charge-offs of $724 thousand and was mainly the result of a charge-off recorded on one larger loan, which was subsequently placed on non-accrual. In addition, consumer credit card loan net charge-offs increased $325 thousand, while net recoveries on construction loans declined $556 thousand. Partly offsetting these increases in net charge-offs were lower net loan charge-offs of $693 thousand on consumer loans. Consumer credit card net charge-offs were 3.98% of average consumer credit card loans in 2018 compared to 4.07% in 2017. Consumer credit card loan net charge-offs as a percentage of total net charge-offs decreased to 72.3% in 2018 compared to 72.6% in 2017. Consumer loan net charge-offs were .46% of average consumer loans in 2018, compared to .49% in 2017, and represented 22.0% of total net loan charge-offs in 2018.

The ratio of net charge-offs to total average loans outstanding in 2018 was .30%, compared to .31% in 2017 and .25% in 2016. The provision for loan losses in 2018 was $42.7 million, compared to provisions of $45.2 million in 2017 and $36.3 million in 2016.

The Company considers the allowance for loan losses of $159.9 million adequate to cover losses inherent in the loan portfolio at December 31, 2018 .

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The schedules which follow summarize the relationship between loan balances and activity in the allowance for loan losses:



	Years Ended December 31
(Dollars in thousands)	2018			2017			2016			2015			2014
Loans outstanding at end of year ^(A)	$	14,140,298		$	13,983,674		$	13,412,736		$	12,436,692		$	11,469,238
Average loans outstanding ^(A)	$	13,926,079		$	13,611,699		$	12,927,778		$	11,869,276		$	11,260,233
Allowance for loan losses:
Balance at beginning of year	$	159,532		$	155,932		$	151,532		$	156,532		$	161,532
Additions to allowance through charges to expense	42,694			45,244			36,318			28,727			29,531
Loans charged off:
Business	3,144			2,410			2,549			2,295			2,646
Real estate — construction and land				1			515			499			794
Real estate — business	20			127			194			1,263			1,108
Real estate — personal	176			417			556			1,037			844
Consumer	12,897			13,415			12,711			11,708			12,214
Revolving home equity	357			488			860			722			783
Consumer credit card	36,931			36,114			31,616			31,326			32,424
Overdrafts	2,296			2,207			1,977			2,200			1,960
Total loans charged off	55,821			55,179			50,978			51,050			52,773
Recoveries of loans previously charged off:
Business	1,042			1,032			1,933			2,683			2,181
Real estate — construction and land	635			1,192			4,227			1,761			2,323
Real estate — business	398			330			1,475			1,396			681
Real estate — personal	511			722			562			596			317
Consumer	3,611			3,436			3,664			3,430			3,409
Revolving home equity	302			303			375			320			743
Consumer credit card	6,353			5,861			6,186			6,287			7,702
Overdrafts	675			659			638			850			886
Total recoveries	13,527			13,535			19,060			17,323			18,242
Net loans charged off	42,294			41,644			31,918			33,727			34,531
Balance at end of year	$	159,932		$	159,532		$	155,932		$	151,532		$	156,532
Ratio of allowance to loans at end of year	1.13		%	1.14		%	1.16		%	1.22		%	1.36		%
Ratio of provision to average loans outstanding	.31		%	.33		%	.28		%	.24		%	.26		%


(A)	Net of unearned income, before deducting allowance for loan losses, excluding loans held for sale.



	Years Ended December 31
	2018		2017		2016		2015		2014
Ratio of net charge-offs (recoveries) to average loans outstanding, by loan category:
Business	.04	%	.03	%	.01	%	(.01	)%	.01	%
Real estate — construction and land	(.07	)	(.14	)	(.48	)	(.26	)	(.37	)
Real estate — business	(.01	)	(.01	)	(.05	)	(.01	)	.02
Real estate — personal	(.02	)	(.02	)	—		.02		.03
Consumer	.46		.49		.46		.45		.54
Revolving home equity	.01		.05		.12		.09		.01
Consumer credit card	3.98		4.07		3.39		3.35		3.28
Overdrafts	33.93		33.71		28.42		24.93		21.97
Ratio of total net charge-offs to total average loans outstanding	.30	%	.31	%	.25	%	.28	%	.31	%

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The following schedule provides a breakdown of the allowance for loan losses by loan category and the percentage of each loan category to total loans outstanding at year end.



(Dollars in thousands)	2018				2017				2016				2015				2014
	Loan Loss Allowance Allocation		% of Loans to Total Loans		Loan Loss Allowance Allocation		% of Loans to Total Loans		Loan Loss Allowance Allocation		% of Loans to Total Loans		Loan Loss Allowance Allocation		% of Loans to Total Loans		Loan Loss Allowance Allocation		% of Loans to Total Loans
Business	$	42,890	36.1	%	$	44,462	35.4	%	$	43,910	35.6	%	$	43,617	35.4	%	$	40,881	34.6	%
RE — construction and land	22,515		6.2		24,432		6.9		21,841		5.9		16,312		5.0		13,584		3.5
RE — business	27,717		20.3		24,810		19.3		25,610		19.7		22,157		18.9		35,157		20.0
RE — personal	3,250		15.0		4,201		14.8		4,110		15.0		6,680		15.4		7,343		16.4
Consumer	18,007		13.8		19,509		15.0		18,935		14.8		21,717		15.5		16,822		14.9
Revolving home equity	825		2.7		1,189		2.9		1,164		3.1		1,393		3.5		2,472		3.7
Consumer credit card	43,755		5.8		40,052		5.6		39,530		5.8		38,764		6.3		39,541		6.8
Overdrafts	973		.1		877		.1		832		.1		892		—		732		.1
Total	$	159,932	100.0	%	$	159,532	100.0	%	$	155,932	100.0	%	$	151,532	100.0	%	$	156,532	100.0	%

Risk Elements of Loan Portfolio

Management reviews the loan portfolio continuously for evidence of problem loans. During the ordinary course of business, management becomes aware of borrowers that may not be able to meet the contractual requirements of loan agreements. Such loans are placed under close supervision with consideration given to placing the loan on non-accrual status, the need for an additional allowance for loan loss, and (if appropriate) partial or full loan charge-off. Loans are placed on non-accrual status when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment. After a loan is placed on non-accrual status, any interest previously accrued but not yet collected is reversed against current income. Interest is included in income only as received and only after all previous loan charge-offs have been recovered, so long as management is satisfied there is no impairment of collateral values. The loan is returned to accrual status only when the borrower has brought all past due principal and interest payments current, and, in the opinion of management, the borrower has demonstrated the ability to make future payments of principal and interest as scheduled. Loans that are 90 days past due as to principal and/or interest payments are generally placed on non-accrual, unless they are both well-secured and in the process of collection, or they are comprised of those personal banking loans that are exempt under regulatory rules from being classified as non-accrual. Consumer installment loans and related accrued interest are normally charged down to the fair value of related collateral (or are charged off in full if no collateral) once the loans are more than 120 days delinquent. Credit card loans and the related accrued interest are charged off when the receivable is more than 180 days past due.

The following schedule shows non-performing assets and loans past due 90 days and still accruing interest.



	December 31
(Dollars in thousands)	2018			2017			2016			2015			2014
Total non-accrual loans	$	12,536		$	11,983		$	14,283		$	26,575		$	40,775
Real estate acquired in foreclosure	1,413			681			366			2,819			5,476
Total non-performing assets	$	13,949		$	12,664		$	14,649		$	29,394		$	46,251
Non-performing assets as a percentage of total loans	.10		%	.09		%	.11		%	.24		%	.40		%
Non-performing assets as a percentage of total assets	.05		%	.05		%	.06		%	.12		%	.19		%
Loans past due 90 days and still accruing interest	$	16,658		$	18,127		$	16,396		$	16,467		$	13,658

The table below shows the effect on interest income in 2018 of loans on non-accrual status at year end.



(In thousands)
Gross amount of interest that would have been recorded at original rate	$	1,339
Interest that was reflected in income	392
Interest income not recognized	$	947

Non-accrual loans, which are also classified as impaired, totaled $12.5 million at year end 2018, an increase of $553 thousand from the balance at year end 2017. The increase from December 31, 2017 occurred mainly in business loans, which increased $3.0 million but was partially offset by decreases in business real estate, consumer, and personal real estate non-accrual loans. At December 31, 2018, non-accrual loans were comprised primarily of business (71.7%), personal real estate (14.6%), and business real estate (13.7%) loans. Foreclosed real estate totaled $1.4 million at December 31, 2018, an increase of $732 thousand when compared to December 31, 2017. Total non-performing assets remain low compared to the overall banking industry in 2018, with

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the non-performing loans to total loans ratio at .10% at December 31, 2018. Total loans past due 90 days or more and still accruing interest were $16.7 million as of December 31, 2018, a decrease of $1.5 million when compared to December 31, 2017. Balances by class for non-accrual loans and loans past due 90 days and still accruing interest are shown in the "Delinquent and non-accrual loans" section of Note 2 to the consolidated financial statements.

In addition to the non-performing and past due loans mentioned above, the Company also has identified loans for which management has concerns about the ability of the borrowers to meet existing repayment terms. They are classified as substandard under the Company’s internal rating system. The loans are generally secured by either real estate or other borrower assets, reducing the potential for loss should they become non-performing. Although these loans are generally identified as potential problem loans, they may never become non-performing. Such loans totaled $145.7 million at December 31, 2018, compared with $213.4 million at December 31, 2017, resulting in a decrease of $67.7 million. The decrease in potential problem loans was seen in all loan classes but was largely driven by a $55.4 million decline in business loans, mainly due to loans paying off and the upgrade of certain large commercial and industrial and lease loans.



	December 31
(In thousands)	2018		2017
Potential problem loans:
Business	$	98,009	$	153,417
Real estate – construction and land	1,211		2,702
Real estate – business	44,854		51,134
Real estate – personal	1,586		6,121
Total potential problem loans	$	145,660	$	213,374

At December 31, 2018 , the Company had $75.8 million of loans whose terms have been modified or restructured under a troubled debt restructuring. These loans have been extended to borrowers who are experiencing financial difficulty and who have been granted a concession, as defined by accounting guidance, and are further discussed in the "Troubled debt restructurings" section in Note 2 to the consolidated financial statements. This balance includes certain commercial loans totaling $50.9 million which are classified as substandard and included in the table above because of this classification.

Loans with Special Risk Characteristics

Management relies primarily on an internal risk rating system, in addition to delinquency status, to assess risk in the loan portfolio, and these statistics are presented in Note 2 to the consolidated financial statements. However, certain types of loans are considered at high risk of loss due to their terms, location, or special conditions. Construction and land loans and business real estate loans are subject to higher risk because of the impact that volatile interest rates and a changing economy can have on real estate value, and because of the potential volatility of the real estate industry. Certain personal real estate products (residential first mortgages and home equity loans) have contractual features that could increase credit exposure in a market of declining real estate prices, when interest rates are steadily increasing, or when a geographic area experiences an economic downturn. For these personal real estate loans, higher risks could exist when 1) loan terms require a minimum monthly payment that covers only interest, or 2) loan-to-collateral value (LTV) ratios at origination are above 80%, with no private mortgage insurance. Information presented below for personal real estate and home equity loans is based on LTV ratios which were calculated with valuations at loan origination date. The Company does not attempt to obtain updated appraisals or valuations unless the loans become significantly delinquent or are in the process of being foreclosed upon. For credit monitoring purposes, the Company analyzes delinquency information and current FICO scores. For home equity loans, the line utilization is also analyzed. This has remained an effective means of evaluating credit trends and identifying problem loans, partly because the Company offers standard, conservative lending products.

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Real Estate - Construction and Land Loans

The Company’s portfolio of construction loans, as shown in the table below, amounted to 6.2% of total loans outstanding at December 31, 2018 . The largest component of construction and land loans was commercial construction, which decreased $98.0 million during the year ended December 31, 2018 . At December 31, 2018 , multi-family residential construction loans totaled approximately $146.6 million, or 23.5%, of the commercial construction loan portfolio.



(Dollars in thousands)	December 31, 2018		% of Total		% of Total Loans		December 31, 2017		% of Total		% of Total Loans
Residential land and land development	$	81,740	9.4	%	.6	%	$	81,859	8.5	%	.6	%
Residential construction	123,369		14.2		.9		121,138		12.5		.9
Commercial land and land development	45,180		5.2		.3		48,474		5.0		.3
Commercial construction	619,370		71.2		4.4		717,349		74.0		5.1
Total real estate – construction and land loans	$	869,659	100.0	%	6.2	%	$	968,820	100.0	%	6.9	%

Real Estate – Business Loans

Total business real estate loans were $2.9 billion at December 31, 2018 and comprised 20.3% of the Company’s total loan portfolio. These loans include properties such as manufacturing and warehouse buildings, small office and medical buildings, churches, hotels and motels, shopping centers, and other commercial properties. Approximately 36.1% of these loans were for owner-occupied real estate properties, which present lower risk profiles.



(Dollars in thousands)	December 31, 2018		% of Total		% of Total Loans		December 31, 2017		% of Total		% of Total Loans
Owner-occupied	$	1,038,589	36.1	%	7.3	%	$	1,010,786	37.5	%	7.2	%
Multi-family	408,151		14.2		2.9		298,605		11.1		2.1
Office	356,733		12.4		2.5		373,301		13.8		2.7
Retail	307,915		10.7		2.2		338,937		12.6		2.4
Hotels	209,693		7.3		1.5		181,704		6.7		1.3
Farm	160,935		5.6		1.1		161,972		6.0		1.2
Industrial	109,391		3.8		.8		73,078		2.7		.5
Other	284,381		9.9		2.0		259,069		9.6		1.9
Total real estate - business loans	$	2,875,788	100.0	%	20.3	%	$	2,697,452	100.0	%	19.3	%

Real Estate - Personal Loans

The Company’s $2.1 billion personal real estate loan portfolio is composed mainly of residential first mortgage real estate loans. The majority of this portfolio is comprised of approximately $1.9 billion of loans made to the retail customer base and includes both adjustable rate and fixed rate mortgage loans. As shown in Note 2 to the consolidated financial statements, 2.9% of this portfolio has FICO scores of less than 660, and delinquency levels have been low. Loans of approximately $31.6 million in this personal real estate portfolio were structured with interest only payments. Interest only loans are typically made to high net-worth borrowers and generally have low LTV ratios at origination or have additional collateral pledged to secure the loan. Therefore, they are not perceived to represent above normal credit risk. Loans originated with interest only payments were not made to "qualify" the borrower for a lower payment amount. A small portion of the total portfolio is comprised of personal real estate loans made to individuals employed by commercial customers which totaled $201.7 million at December 31, 2018.

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The following table presents information about the retail-based personal real estate loan portfolio for 2018 and 2017 .



	2018				2017
(Dollars in thousands)	Principal Outstanding at December 31		% of Loan Portfolio		Principal Outstanding at December 31		% of Loan Portfolio
Loans with interest only payments	$	31,613	1.6	%	$	29,919	1.6	%
Loans with no insurance and LTV:
Between 80% and 90%	111,164		5.7		110,272		5.9
Between 90% and 95%	30,595		1.6		28,774		1.6
Over 95%	46,624		2.4		44,529		2.4
Over 80% LTV with no insurance	188,383		9.7		183,575		9.9
Total loan portfolio from which above loans were identified	1,947,202				1,855,779

Revolving Home Equity Loans

The Company also has revolving home equity loans that are generally collateralized by residential real estate. Most of these loans (91.7%) are written with terms requiring interest only monthly payments. These loans are offered in three main product lines: LTV up to 80%, 80% to 90%, and 90% to 100%. As shown in the following tables, the percentage of loans with LTV ratios greater than 80% has remained a small segment of this portfolio, and delinquencies have been low and stable. The weighted average FICO score for the total current portfolio balance is 793. At maturity, the accounts are re-underwritten and if they qualify under the Company's credit, collateral and capacity policies, the borrower is given the option to renew the line of credit or to convert the outstanding balance to an amortizing loan. If criteria are not met, amortization is required, or the borrower may pay off the loan. Over the next three years, approximately 9% of the Company's current outstanding balances are expected to mature. Of these balances, 89% have a FICO score above 700. The Company does not expect a significant increase in losses as these loans mature, due to their high FICO scores, low LTVs, and low historical loss levels.



(Dollars in thousands)	Principal Outstanding at December 31, 2018		*		New Lines Originated During 2018		*		Unused Portion of Available Lines at December 31, 2018		*		Balances Over 30 Days Past Due		*
Loans with interest only payments	$	345,302	91.7	%		$198,875	52.8	%		$692,293	183.9	%		$1,274	.3	%
Loans with LTV:
Between 80% and 90%	40,327		10.7		19,608		5.2		38,960		10.4		375		.1
Over 90%	4,785		1.3		675		.2		4,176		1.1		56		—
Over 80% LTV	45,112		12.0		20,283		5.4		43,136		11.5		431		.1
Total loan portfolio from which above loans were identified	376,399				209,569				725,733

* Percentage of total principal outstanding of $ 376.4 million at December 31, 2018 .



(Dollars in thousands)	Principal Outstanding at December 31, 2017		*		New Lines Originated During 2017		*		Unused Portion of Available Lines at December 31, 2017		*		Balances Over 30 Days Past Due		*
Loans with interest only payments	$	369,846	92.3	%		$160,111	40.0	%		$680,826	170.0	%		$2,977	.7	%
Loans with LTV:
Between 80% and 90%	43,493		10.9		19,537		4.9		40,750		10.2		514		.1
Over 90%	7,849		1.9		—		—		5,452		1.3		85		—
Over 80% LTV	51,342		12.8		19,537		4.9		46,202		11.5		599		.1
Total loan portfolio from which above loans were identified	400,587				172,511				713,934

* Percentage of total principal outstanding of $ 400.6 million at December 31, 2017 .

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Other Consumer Loans

Within the consumer loan portfolio are several direct and indirect product lines comprised mainly of loans secured by automobiles, motorcycles, marine, and RVs. Outstanding balances for auto loans were $910.5 million and $1.0 billion at December 31, 2018 and 2017, respectively. The balances over 30 days past due amounted to $17.8 million at December 31, 2018, compared to $18.4 million at the end of 2017, and comprised 2.0% of the outstanding balances of these loans at December 31, 2018 compared to 1.8% at December 31, 2017. For the year ended December 31, 2018, $365.0 million of new auto loans were originated, compared to $464.3 million during 2017. At December 31, 2018, the automobile loan portfolio had a weighted average FICO score of 757.

Outstanding balances for motorcycle loans were $89.4 million at December 31, 2018, compared to $129.5 million at December 31, 2017. The balances over 30 days past due amounted to $2.1 million and $2.5 million at December 31, 2018 and 2017, respectively, and comprised 2.4% of the outstanding balances of these loans at December 31, 2018, compared to 1.9% at December 31, 2017. For the year ended December 31, 2018, $15.0 million of new motorcycle loans were originated, compared to $55.3 million during 2017.

Marine and RV loan production has been significantly curtailed since 2008 with few new originations. While loss rates have remained low over the last five years, the loss ratios experienced for marine and RV loans in 2017 increased over the prior year and have been higher than for other consumer loan products, at 1.2% and 1.4% in 2018 and 2017, respectively. Balances over 30 days past due for marine and RV loans increased $1.6 million at year end 2018 compared to 2017.

The table below provides the total outstanding principal and other data for this group of direct and indirect lending products at December 31, 2018 and 2017.



	2018						2017
(In thousands)	Principal Outstanding at December 31		New Loans Originated		Balances Over 30 Days Past Due		Principal Outstanding at December 31		New Loans Originated		Balances Over 30 Days Past Due
Automobiles	$	910,478	$	364,955	$	17,790	$	1,009,880	$	464,253	$	18,396
Motorcycles	89,443		14,992		2,109		129,530		55,253		2,496
Marine	13,003		1,603		647		17,776		997		846
RV	37,914		1,276		1,887		54,070		29		109
Total	$	1,050,838	$	382,826	$	22,433	$	1,211,256	$	520,532	$	21,847

Additionally, the Company offers low promotional rates on selected consumer credit card products. Out of a portfolio at December 31, 2018 of $814.1 million in consumer credit card loans outstanding, approximately $188.7 million, or 23.2%, carried a low promotional rate. Within the next six months, $74.3 million of these loans are scheduled to convert to the ongoing higher contractual rate. To mitigate some of the risk involved with this credit card product, the Company performs credit checks and detailed analysis of the customer borrowing profile before approving the loan application. Management believes that the risks in the consumer loan portfolio are reasonable and the anticipated loss ratios are within acceptable parameters.

Energy Lending

The Company's energy lending portfolio was comprised of lending to the petroleum and natural gas sectors and totaled $143.8 million at December 31, 2018, an increase of $9.3 million from year end 2017, as shown in the table below.



(In thousands)	December 31, 2018		December 31, 2017		Unfunded commitments at December 31, 2018
Extraction	$	114,152	$	86,040	$	70,155
Downstream distribution and refining	17,300		25,329		19,358
Mid-stream shipping and storage	3,483		9,310		57,047
Support activities	8,892		13,811		14,898
Total energy lending portfolio	$	143,827	$	134,490	$	161,458

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Investment Securities Analysis

Investment securities are comprised of securities which are classified as available for sale, equity, trading or other. The largest component, available for sale debt securities, decreased 1.3% during 2018 to $8.6 billion (excluding unrealized gains/losses in fair value) at year end 2018. During 2018, debt securities of $2.1 billion were purchased, which included $526.1 million in U.S. government securities, $707.5 million in agency mortgage-backed securities, $320.9 million in non-agency mortgage-based securities, and $418.2 million in asset-backed securities. Total sales, maturities and pay downs were $2.2 billion during 2018. During 2019, maturities and pay downs of approximately $1.0 billion are expected to occur. The average tax equivalent yield earned on total investment securities was 2.84% in 2018 and 2.51% in 2017.

At December 31, 2018, the fair value of available for sale securities was $8.5 billion, which included a net unrealized loss in fair value of $64.6 million, compared to a net unrealized gain of $10.0 million at December 31, 2017. The overall unrealized loss in fair value at December 31, 2018 included net gains of $5.3 million in state and municipal securities, offset by net losses of $51.9 million in mortgage and asset-backed securities. The portfolio also included unrealized net losses of $6.8 million, $3.7 million, and $7.3 million on U.S. government and federal agency obligations, government-sponsored enterprise obligations, and other debt securities, respectively.

Available for sale investment securities at year end for the past two years are shown below:



	December 31
(In thousands)	2018		2017
Amortized Cost
U.S. government and federal agency obligations	$	914,486	$	917,494
Government-sponsored enterprise obligations	199,470		408,266
State and municipal obligations	1,322,785		1,592,707
Agency mortgage-backed securities	3,253,433		3,046,701
Non-agency mortgage-backed securities	1,053,854		903,920
Asset-backed securities	1,518,976		1,495,380
Other debt securities	339,595		350,988
Total available for sale debt securities	$	8,602,599	$	8,715,456
Fair Value
U.S. government and federal agency obligations	$	907,652	$	917,147
Government-sponsored enterprise obligations	195,778		406,363
State and municipal obligations	1,328,039		1,611,366
Agency mortgage-backed securities	3,214,985		3,040,913
Non-agency mortgage-backed securities	1,047,716		905,793
Asset-backed securities	1,511,614		1,492,800
Other debt securities	332,257		351,060
Total available for sale debt securities	$	8,538,041	$	8,725,442

At December 31, 2018, the available for sale portfolio included $3.2 billion of agency mortgage-backed securities, which are collateralized bonds issued by agencies including FNMA, GNMA, FHLMC, FHLB, Federal Farm Credit Banks and FDIC. Non-agency mortgage-backed securities totaled $1.0 billion and included $714.4 million collateralized by commercial mortgages and $333.3 million collateralized by residential mortgages at December 31, 2018. Certain non-agency mortgage-backed securities are other-than-temporarily impaired, and the processes for determining impairment and the related losses are discussed in Note 3 to the consolidated financial statements.

At December 31, 2018, U.S. government obligations included TIPS of $434.4 million , at fair value. Other debt securities include corporate bonds, notes and commercial paper.

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The types of securities held in the available for sale security portfolio at year end 2018 are presented in the table below. Additional detail by maturity category is provided in Note 3 to the consolidated financial statements.



	December 31, 2018
	Percent of Total Debt Securities		Weighted Average Yield		Estimated Average Maturity*
Available for sale debt securities:
U.S. government and federal agency obligations	10.6	%	1.63	%	5.0	years
Government-sponsored enterprise obligations	2.3		2.32		4.9
State and municipal obligations	15.5		2.50		5.2
Agency mortgage-backed securities	37.7		2.85		4.6
Non-agency mortgage-backed securities	12.3		2.85		3.1
Asset-backed securities	17.7		2.62		2.8
Other debt securities	3.9		2.65		3.8

*Based on call provisions and estimated prepayment speeds.

Equity securities include common and preferred stock with readily determinable fair values that totaled $2.6 million at December 31, 2018, compared to $48.8 million at December 31, 2017. The decrease is due to a third party merger transaction in June 2018, in which the majority of these securities were redeemed for cash of $39.9 million.

Other securities totaled $129.2 million at December 31, 2018 and $99.0 million at December 31, 2017. These include Federal Reserve Bank stock and Federal Home Loan Bank (Des Moines) stock held by the bank subsidiary in accordance with debt and regulatory requirements. These are restricted securities and are carried at cost. Also included are private equity investments which are held by a subsidiary qualified as a Small Business Investment Company. These investments are carried at estimated fair value, but are not readily marketable. While the nature of these investments carries a higher degree of risk than the normal lending portfolio, this risk is mitigated by the overall size of the investments and oversight provided by management, and management believes the potential for long-term gains in these investments outweighs the potential risks.

Other securities at year end for the past two years are shown below:



	December 31
(In thousands)	2018		2017
Federal Reserve Bank stock	$	33,498	$	33,253
Federal Home Loan Bank stock	10,000		10,000
Private equity investments in debt securities	39,831		31,734
Private equity investments in equity securities	45,828		24,018
Total other securities	$	129,157	$	99,005

In addition to its holdings in the investment securities portfolio, the Company invests in long-term securities purchased under agreements to resell, which totaled $700.0 million at both December 31, 2018 and December 31, 2017. These investments mature in 2020 through 2022 and have fixed rates or variable rates that fluctuate with published indices. The counterparties to these agreements are other financial institutions from whom the Company has accepted collateral of $712.3 million in marketable investment securities at December 31, 2018. The average rate earned on these agreements during 2018 was 1.83%.

The Company also holds offsetting repurchase and resale agreements totaling $450.0 million at December 31, 2018 and $650.0 million at December 31, 2017, which are further discussed in Note 19 to the consolidated financial statements. These agreements involve the exchange of collateral under simultaneous repurchase and resale agreements with the same financial institution counterparty. These repurchase and resale agreements have been offset against each other in the balance sheet, as permitted under current accounting guidance. The agreements mature in 2019 and earned an average of 53 basis points during 2018.

Deposits and Borrowings

Deposits are the primary funding source for the Bank and are acquired from a broad base of local markets, including both individual and corporate customers. Total period-end deposits were $20.3 billion at December 31, 2018 , compared to $20.4 billion last year, reflecting a decrease of $101.8 million, or 0.5%.

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Average deposits declined $463.5 million, or 2.3%, in 2018 compared to 2017 , resulting from declines in average demand deposits, which decreased $447.3 million, driven by lower balances in business, personal, and government demand deposits. Additionally, average certificates of deposit balances decreased $363.3 million in 2018. These decreases were partially offset by growth in average interest checking and money market deposit accounts, which increased $299.4 million in 2018 over 2017 average balances.

The following table shows year end deposit balances by type, as a percentage of total deposits.



	December 31
	2018		2017
Non-interest bearing	34.3	%	35.1	%
Savings, interest checking and money market	57.5		56.3
Certificates of deposit of less than $100,000	2.9		3.1
Certificates of deposit of $100,000 and over	5.3		5.5
Total deposits	100.0	%	100.0	%

Core deposits, which include non-interest bearing, interest checking, savings, and money market deposits, supported 77% of average earning assets in both 2018 and 2017 . Average balances by major deposit category for the last six years appear on page 54. A maturity schedule of certificates of deposits outstanding at December 31, 2018 is included in Note 6 on Deposits in the consolidated financial statements.

The Company’s primary sources of overnight borrowings are federal funds purchased and securities sold under agreements to repurchase (repurchase agreements). Balances in these accounts can fluctuate significantly on a day-to-day basis and generally have one day maturities. Total balances of federal funds purchased and repurchase agreements outstanding at December 31, 2018 were $2.0 billion, a $449.3 million decrease from the $1.5 billion balance outstanding at year end 2017 . On an average basis, these borrowings increased $51.8 million, or 3.5%, during 2018 , mainly due to an increase of $133.7 million in repurchase agreements, partly offset by a decrease of $82.0 million in federal funds purchased. The average rate paid on total federal funds purchased and repurchase agreements was 1.30% during 2018 and .67% during 2017 .

The majority of the Company’s long-term debt has been comprised of fixed rate advances from the FHLB. The Company repaid the advances in November 2017 and no new advances were taken in 2018. The average rate paid on the FHLB advances during 2017 was 3.55%.

Liquidity and Capital Resources

Liquidity Management

Liquidity is managed within the Company in order to satisfy cash flow requirements of deposit and borrowing customers while at the same time meeting its own cash flow needs. The Company has taken numerous steps to address liquidity risk and has developed a variety of liquidity sources which it believes will provide the necessary funds for future growth. The Company manages its liquidity position through a variety of sources including:


•	A portfolio of liquid assets including marketable investment securities and overnight investments,


•	A large customer deposit base and limited exposure to large, volatile certificates of deposit,


•	Lower long-term borrowings that might place demands on Company cash flow,


•	Relatively low loan to deposit ratio promoting strong liquidity,


•	Excellent debt ratings from both Standard & Poor’s and Moody’s national rating services, and


•	Available borrowing capacity from outside sources.

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The Company’s most liquid assets include available for sale debt securities, federal funds sold, balances at the Federal Reserve Bank, and securities purchased under agreements to resell. At December 31, 2018 and 2017 , such assets were as follows:



(In thousands)	2018		2017
Available for sale debt securities	$	8,538,041	$	8,725,442
Federal funds sold	3,320		42,775
Long-term securities purchased under agreements to resell	700,000		700,000
Balances at the Federal Reserve Bank	689,876		30,631
Total	$	9,931,237	$	9,498,848

Federal funds sold are funds lent to the Company’s correspondent bank customers with overnight maturities, and totaled $ 3.3 million at December 31, 2018 . At December 31, 2018 , the Company had lent funds totaling $ 700.0 million under long-term resale agreements to other large financial institutions. The agreements mature in years 2020 through 2022. Under these agreements, the Company holds marketable securities, safekept by a third-party custodian, as collateral. This collateral totaled $712.3 million in fair value at December 31, 2018 . Interest earning balances at the Federal Reserve Bank, which have overnight maturities and are used for general liquidity purposes, totaled $ 689.9 million at December 31, 2018 . The Company’s available for sale investment portfolio includes scheduled maturities and expected pay downs of approximately $1.0 billion during 2019 , and these funds offer substantial resources to meet either new loan demand or help offset reductions in the Company’s deposit funding base. The Company pledges portions of its investment securities portfolio to secure public fund deposits, repurchase agreements, trust funds, letters of credit issued by the FHLB, and borrowing capacity at the Federal Reserve Bank. At December 31, 2018 and 2017 , total investment securities pledged for these purposes were as follows:



(In thousands)	2018		2017
Investment securities pledged for the purpose of securing:
Federal Reserve Bank borrowings	$	67,675	$	84,946
FHLB borrowings and letters of credit	9,974		13,332
Repurchase agreements *	2,469,432		2,001,401
Other deposits	1,784,020		1,679,024
Total pledged securities	4,331,101		3,778,703
Unpledged and available for pledging	2,872,562		3,346,826
Ineligible for pledging	1,334,378		1,599,913
Total available for sale debt securities, at fair value	$	8,538,041	$	8,725,442

* Includes securities pledged for collateral swaps, as discussed in Note 19 to the consolidated financial statements

Liquidity is also available from the Company’s large base of core customer deposits, defined as non-interest bearing, interest checking, savings, and money market deposit accounts. At December 31, 2018 , such deposits totaled $18.7 billion and represented 91.8% of the Company’s total deposits. These core deposits are normally less volatile, often with customer relationships tied to other products offered by the Company promoting long lasting relationships and stable funding sources. Total core deposits increased $7.0 million at year end 2018 compared to year end 2017 , with growth of $105.5 million in corporate core deposits, offset by declines of $94.5 million in consumer deposits and $83.3 million in private banking deposits. While the Company considers core consumer and private banking deposits less volatile, corporate deposits could decline if interest rates increase significantly or if corporate customers increase investing activities and reduce deposit balances. If these corporate deposits decline, the Company's funding needs can be met by liquidity supplied by investment security maturities and pay downs expected to total $1.0 billion over the next year, as noted above. In addition, as shown on page 43, the Company has borrowing capacity of $3.6 billion through advances from the FHLB and the Federal Reserve.



(In thousands)	2018		2017
Core deposit base:
Non-interest bearing	$	6,980,298	$	7,158,962
Interest checking	2,090,936		1,533,904
Savings and money market	9,594,303		9,965,716
Total	$	18,665,537	$	18,658,582

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Certificates of deposit of $100,000 or greater totaled $1.1 billion at December 31, 2018 . These deposits are normally considered more volatile and higher costing, and comprised 5.3% of total deposits at December 31, 2018 .

Other important components of liquidity are the level of borrowings from third party sources and the availability of future credit. The Company’s outside borrowings are mainly comprised of federal funds purchased, and repurchase agreements, as follows:



(In thousands)	2018		2017
Borrowings:
Federal funds purchased	$	13,170	$	202,370
Securities sold under agreements to repurchase	1,943,219		1,304,768
Other debt	8,702		1,758
Total	$	1,965,091	$	1,508,896

Federal funds purchased, which totaled $13.2 million at December 31, 2018 , are unsecured overnight borrowings obtained mainly from upstream correspondent banks with which the Company maintains approved lines of credit. Retail repurchase agreements are offered to customers wishing to earn interest in highly liquid balances and are used by the Company as a funding source considered to be stable, but short-term in nature. Repurchase agreements are collateralized by securities in the Company’s investment portfolio. Total repurchase agreements at December 31, 2018 were comprised of non-insured customer funds totaling $2.0 billion, and securities pledged for these retail agreements totaled $1.9 billion .

The Company pledges certain assets, including loans and investment securities, to both the Federal Reserve Bank and the FHLB as security to establish lines of credit and borrow from these entities. Based on the amount and type of collateral pledged, the FHLB establishes a collateral value from which the Company may draw advances against the collateral. Additionally, this collateral is used to enable the FHLB to issue letters of credit in favor of public fund depositors of the Company. The Federal Reserve Bank also establishes a collateral value of assets pledged and permits borrowings from the discount window. The following table reflects the collateral value of assets pledged, borrowings, and letters of credit outstanding, in addition to the estimated future funding capacity available to the Company at December 31, 2018 .



	December 31, 2018
(In thousands)	FHLB			Federal Reserve		Total
Total collateral value pledged	$	2,461,457		$	1,318,138	$	3,779,595
Advances outstanding	—			—		—
Letters of credit issued	(217,406		)	—		(217,406		)
Available for future advances	$	2,244,051		$	1,318,138	$	3,562,189

The Company’s average loans to deposits ratio was 69.3% at December 31, 2018 , which is considered in the banking industry to be a measure of strong liquidity. Also, the Company receives outside ratings from both Standard & Poor’s and Moody’s on both the consolidated company and its subsidiary bank, Commerce Bank. These ratings are as follows:



	Standard & Poor’s	Moody’s
Commerce Bancshares, Inc.
Issuer rating	A-
Preferred stock	BBB-	Baa1
Rating outlook	Stable	Stable
Commerce Bank
Issuer rating	A	A2
Baseline credit assessment		a1
Short-term rating	A-1	P-1
Rating outlook	Stable	Stable

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The Company considers these ratings to be indications of a sound capital base and strong liquidity and believes that these ratings would help ensure the ready marketability of its commercial paper, should the need arise. No commercial paper has been outstanding during the past ten years. The Company has no subordinated or hybrid debt instruments which would affect future borrowing capacity. Because of its lack of significant long-term debt, the Company believes that, through its Capital Markets Group or in other public debt markets, it could generate additional liquidity from sources such as jumbo certificates of deposit, privately-placed corporate notes or other forms of debt.

The cash flows from the operating, investing and financing activities of the Company resulted in a net increase in cash, cash equivalents and restricted cash of $684.9 million in 2018 , as reported in the consolidated statements of cash flows on page 63 of this report. Operating activities, consisting mainly of net income adjusted for certain non-cash items, provided cash flow of $552.7 million and has historically been a stable source of funds. Investing activities used total cash of $91.0 million, mainly from an increase in the loan portfolio, offset by sales and maturities (net of purchases) of investment securities. Growth in the loan portfolio used cash of $200.7 million and net purchases of land, buildings and equipment used $19.9 million, while activity in the investment securities portfolio provided cash of $129.5 million. Investing activities are somewhat unique to financial institutions in that, while large sums of cash flow are normally used to fund growth in investment securities, loans, or other bank assets, they are normally dependent on the financing activities described below.

During 2018 , financing activities provided total cash of $223.3 million, primarily resulting from a $449.3 million increase in federal funds purchases and short-term securities sold under agreements to repurchase, offset by a $48.5 million decrease in deposits. Cash dividend payments of $109.2 million were paid on common and preferred stock, while treasury stock purchases totaled $75.2 million. Future short-term liquidity needs for daily operations are not expected to vary significantly, and the Company believes it maintains adequate liquidity to meet these cash flows. The Company’s sound equity base, along with its low debt level, common and preferred stock availability, and excellent debt ratings, provide several alternatives for future financing. Future acquisitions may utilize partial funding through one or more of these options.

Cash outflows resulting from the Company’s transactions in its common and preferred stock were as follows:



(In millions)	2018		2017		2016
Purchases of treasury stock	$	75.2	$	17.8	$	39.4
Common cash dividends paid	100.2		91.6		87.1
Preferred cash dividends paid	9.0		9.0		9.0
Cash used	$	184.4	$	118.4	$	135.5

The Parent faces unique liquidity constraints due to legal limitations on its ability to borrow funds from its bank subsidiary. The Parent obtains funding to meet its obligations from two main sources: dividends received from bank and non-bank subsidiaries (within regulatory limitations) and management fees charged to subsidiaries as reimbursement for services provided by the Parent, as presented below:



(In millions)	2018		2017		2016
Dividends received from subsidiaries	$	200.0	$	160.0	$	160.0
Management fees	37.7		30.4		31.0
Total	$	237.7	$	190.4	$	191.0

These sources of funds are used mainly to pay cash dividends on outstanding stock, pay general operating expenses, and purchase treasury stock. At December 31, 2018 , the Parent’s investment securities totaled $5.8 million at fair value, consisting mainly of preferred stock and non-agency mortgage-backed securities. To support its various funding commitments, the Parent maintains a $20.0 million line of credit with its subsidiary bank. There were no borrowings outstanding under the line during 2018 or 2017 .

Company senior management is responsible for measuring and monitoring the liquidity profile of the organization with oversight by the Company’s Asset/Liability Committee. This is done through a series of controls, including a written Contingency Funding Policy and risk monitoring procedures, which include daily, weekly and monthly reporting. In addition, the Company prepares forecasts to project changes in the balance sheet affecting liquidity and to allow the Company to better plan for forecasted changes.

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Capital Management

Under Basel III capital guidelines, at December 31, 2018 and 2017, the Company met all capital adequacy requirements and had regulatory capital ratios in excess of the levels established for well-capitalized institutions, as shown in the following table.



(Dollars in thousands)	2018			2017			Minimum Ratios under Capital Adequacy Guidelines*		Minimum Ratios for Well-Capitalized Banks**
Risk-adjusted assets	$	19,103,966		$	19,149,949
Tier I common risk-based capital	2,716,232			2,422,480
Tier I risk-based capital	2,861,016			2,567,264
Total risk-based capital	3,022,023			2,747,863
Tier I common risk-based capital ratio	14.22		%	12.65		%	7.00	%	6.50	%
Tier I risk-based capital ratio	14.98			13.41			8.50		8.00
Total risk-based capital ratio	15.82			14.35			10.50		10.00
Tier I leverage ratio	11.52			10.39			4.00		5.00
Tangible common equity to tangible assets	10.45			9.84
Dividend payout ratio	23.61			29.52

* as of the fully phased-in date of Jan. 1, 2019, including capital conservation buffer

**under Prompt Corrective Action requirements

The Company maintains a treasury stock buyback program under authorizations by its Board of Directors and periodically purchases stock in the open market. During 2017 and 2018 , respectively, the Company purchased 315 thousand and 1.2 million shares through market purchases. At December 31, 2018 , 2.2 million shares remained available for purchase under the current Board authorization.

The Company’s common stock dividend policy reflects its earnings outlook, desired payout ratios, the need to maintain adequate capital levels and alternative investment options. Per share cash dividends paid by the Company increased 9.7% in 2018 compared with 2017 , and the Company increased its first quarter 2019 cash dividend 16%, making 2019 the Company's 51st consecutive year of regular cash dividend increases. The Company also distributed its 25th consecutive annual 5% stock dividend in December 2018 .

Commitments, Contractual Obligations, and Off-Balance Sheet Arrangements

In the normal course of business, various commitments and contingent liabilities arise which are not required to be recorded on the balance sheet. The most significant of these are loan commitments totaling $11.2 billion (including approximately $5.3 billion in unused approved credit card lines) and the contractual amount of standby letters of credit totaling $353.9 million at December 31, 2018 . As many commitments expire unused or only partially used, these totals do not necessarily reflect future cash requirements. Management does not anticipate any material losses arising from commitments or contingent liabilities and believes there are no material commitments to extend credit that represent risks of an unusual nature.

A table summarizing contractual cash obligations of the Company at December 31, 2018 and the expected timing of these payments follows:



	Payments Due by Period
(In thousands)	In One Year or Less		After One Year Through Three Years		After Three Years Through Five Years		After Five Years		Total
Long-term debt obligations*	$	218	$	458	$	275	$	—	$	951
Operating lease obligations	5,763		8,872		6,871		15,161		36,667
Purchase obligations	255,861		270,790		51,209		2,370		580,230
Certificates of Deposit*	1,286,425		336,656		34,234		807		1,658,122
Total	$	1,548,267	$	616,776	$	92,589	$	18,338	$	2,275,970

* Includes principal payments only.

The Company funds a defined benefit pension plan for a portion of its employees. Under the funding policy for the plan, contributions are made as necessary to provide for current service and for any unfunded accrued actuarial liabilities over a reasonable period. No contributions to the defined benefit plan were made in 2018, and the Company is not required nor does it expect to make a contribution in 2019.

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The Company has investments in several low-income housing partnerships within the areas it serves. These partnerships supply funds for the construction and operation of apartment complexes that provide affordable housing to that segment of the population with lower family income. If these developments successfully attract a specified percentage of residents falling in that lower income range, federal (and sometimes state) income tax credits are made available to the partners. The tax credits are normally recognized over ten years, and they play an important part in the anticipated yield from these investments. In order to continue receiving the tax credits each year over the life of the partnership, the low-income residency targets must be maintained. Under the terms of the partnership agreements, the Company has a commitment to fund a specified amount that will be due in installments over the life of the agreements, which ranges from 10 to 15 years. At December 31, 2018 , the investments totaled $36.8 million and are recorded as other assets in the Company’s consolidated balance sheet. Unfunded commitments, which are recorded as liabilities, amounted to $24.7 million at December 31, 2018 .

The Company regularly purchases various state tax credits arising from third-party property redevelopment. These credits are either resold to third parties or retained for use by the Company. During 2018 , purchases and sales of tax credits amounted to $80.9 million and $71.6 million , respectively. Fees from the sales of tax credits were $4.9 million, $3.3 million and $3.1 million in 2018 , 2017 and 2016 , respectively. At December 31, 2018 , the Company had outstanding purchase commitments totaling $180.5 million that it expects to fund in 2019 . These commitments, along with the commitments for the next five years, are included in the table above.

Interest Rate Sensitivity

The Company’s Asset/Liability Management Committee (ALCO) measures and manages the Company’s interest rate risk on a monthly basis to identify trends and establish strategies to maintain stability in net interest income throughout various rate environments. Analytical modeling techniques provide management insight into the Company’s exposure to changing rates. These techniques include net interest income simulations and market value analysis. Management has set guidelines specifying acceptable limits within which net interest income and market value may change under various rate change scenarios. These measurement tools indicate that the Company is currently within acceptable risk guidelines as set by management.

The Company’s main interest rate measurement tool, income simulations, projects net interest income under various rate change scenarios in order to quantify the magnitude and timing of potential rate-related changes. Income simulations are able to capture option risks within the balance sheet where expected cash flows may be altered under various rate environments. Modeled rate movements include “shocks, ramps and twists.” Shocks are intended to capture interest rate risk under extreme conditions by immediately shifting rates up and down, while ramps measure the impact of gradual changes and twists measure yield curve risk. The size of the balance sheet is assumed to remain constant so that results are not influenced by growth predictions.

The Company also employs a sophisticated simulation technique known as a stochastic income simulation. This technique allows management to see a range of results from hundreds of income simulations. The stochastic simulation creates a vector of potential rate paths around the market’s best guess (forward rates) concerning the future path of interest rates and allows rates to randomly follow paths throughout the vector. This allows for the modeling of non-biased rate forecasts around the market consensus. Results give management insight into a likely range of rate-related risk as well as worst and best-case rate scenarios.

Additionally, the Company uses market value analyses to help identify longer-term risks that may reside on the balance sheet. This is considered a secondary risk measurement tool by management. The Company measures the market value of equity as the net present value of all asset and liability cash flows discounted along the current swap curve plus appropriate market risk spreads. It is the change in the market value of equity under different rate environments, or effective duration, that gives insight into the magnitude of risk to future earnings due to rate changes. Market value analyses also help management understand the price sensitivity of non-marketable bank products under different rate environments.

The tables below compute the effects of gradual shifts in interest rates over a twelve month period on the Company’s net interest income, assuming a static balance sheet with the exception of deposit attrition. The difference between the two simulations is the amount of deposit attrition incorporated, which is shown in the tables below. In the simulations below, three rising rate scenarios and one falling rate scenario were selected and net interest income was calculated and compared to a base scenario in which assets, liabilities and rates remained constant over a twelve month period. For each of the simulations, interest rates applicable to each interest earning asset or interest bearing liability were ratably increased or decreased during the year (by either 100, 200 or 300 basis points). The balances contained in the balance sheet were assumed not to change over the twelve month period, except that as presented in the tables below, it was assumed certain non-maturity type deposit attrition would occur, as a result of higher interest rates, and would be replaced with borrowed funds.

The simulations shown below reflect different assumptions related to deposit attrition. The Company utilizes these simulations both for monitoring interest rate risk and for liquidity planning purposes. While the future effects of rising rates on deposit balances

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cannot be known, the Company maintains a practice of running multiple rate scenarios to better understand interest rate risk and its effect on the Company’s performance. The Company believes that its approach to interest rate risk has appropriately considered its susceptibility to both rising rates and falling rates and has adopted strategies which minimize impacts to overall interest rate risk.



Simulation A	December 31, 2018								September 30, 2018
(Dollars in millions)	$ Change in Net Interest Income			% Change in Net Interest Income		Assumed Deposit Attrition			$ Change in Net Interest Income			% Change in Net Interest Income		Assumed Deposit Attrition
300 basis points rising	$	5.0		.59	%	$	(348.3	)	$	7.0		.85	%	$	(360.6	)
200 basis points rising	5.2			.62		(237.9		)	7.3			.88		(248.6		)
100 basis points rising	3.8			.45		(120.3		)	5.7			.69		(128.9		)
100 basis points falling	(17.2		)	(2.03	)	142.8			(13.0		)	1.56		139.3



Simulation B	December 31, 2018								September 30, 2018
(Dollars in millions)	$ Change in Net Interest Income			% Change in Net Interest Income		Assumed Deposit Attrition			$ Change in Net Interest Income			% Change in Net Interest Income		Assumed Deposit Attrition
300 basis points rising	$	(18.1	)	(2.13	)%	$	(936.4	)	$	(15.4	)	(1.85	)%	$	(947.2	)
200 basis points rising	(15.3		)	(1.81	)	(829.2		)	(12.7		)	(1.53	)	(838.8		)
100 basis points rising	(14.2		)	(1.68	)	(715.4		)	(11.8		)	(1.42	)	(723.3		)

The difference in Simulation A and B is the degree to which deposits are modeled to decline or increase as noted in the tables above. Both simulations assume that a decline in deposits would be offset by an increase in borrowed funds, which are more rate sensitive and can result in higher interest costs in a rising rate environment.

Under Simulation A, in the three rising rate scenarios, interest income grows faster than funding costs as loan and investment balances remain constant but rates increase. The increase in interest income from higher rates is assisted by lower deposit balances, reducing interest expense but offset by higher short-term borrowed funds with higher market sensitive rates. In Simulation B, the assumed higher levels of deposit attrition were modeled to be replaced by wholesale borrowed funds with higher costs than in Simulation A and resulted in a reduction in net interest income under all rising rate scenarios. In the 100 basis point falling scenario shown in Simulation A, it is assumed that deposits would increase $142.8 million along with an increase in earning assets, but rates on loans would fall faster than deposit rates. In this scenario, additional borrowed funds would not be necessary. Additionally, this scenario results in lower net interest income than in the base calculation. The 100 basis point falling scenario is presented only in Simulation A as the results would be the same under Simulation B.

In both Simulations A and B, the change in net interest income from the base calculation at December 31, 2018 was lower than what was modeled at September 30, 2018 largely due to higher rates and balances of federal funds purchased and repurchase agreements, as well as higher deposit rates at year end. The deposit attrition assumption used in both Simulations A and B was not materially different than what was modeled in the prior quarter.

Projecting deposit activity in a historically low interest rate environment is difficult, and the Company cannot predict how deposits will react to shifting rates. The comparison provided above provides insight into potential effects of changes in rates and deposit levels on net interest income.

Derivative Financial Instruments

The Company maintains an overall interest rate risk management strategy that permits the use of derivative instruments to modify exposure to interest rate risk. Such instruments include interest rate swaps, interest rate floors, interest rate caps, credit risk participation agreements, foreign exchange contracts, mortgage loan commitments, forward sale contracts, and forward to be announced (TBA) contracts. The Company’s interest rate risk management strategy includes the ability to modify the re-pricing characteristics of certain assets and liabilities so that changes in interest rates do not adversely affect the net interest margin and

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cash flows. Interest rate floors with a total notional amount of $1.0 billion were entered into during the year ended December 31, 2018 as part of this strategy to manage interest rate risk. All of these derivative instruments utilized by the Company are further discussed in Note 18 on Derivative Instruments.

In all of these contracts, the Company is exposed to credit risk in the event of nonperformance by counterparties, who may be bank customers or other financial institutions. The Company controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures. Because the Company generally enters into transactions only with high quality counterparties, there have been no losses associated with counterparty nonperformance on derivative financial instruments.

The following table summarizes the notional amounts and estimated fair values of the Company’s derivative instruments at December 31, 2018 and 2017 . Notional amount, along with the other terms of the derivative, is used to determine the amounts to be exchanged between the counterparties. Because the notional amount does not represent amounts exchanged by the parties, it is not a measure of loss exposure related to the use of derivatives nor of exposure to liquidity risk.



	2018							2017
(In thousands)	Notional Amount		Positive Fair Value		Negative Fair Value			Notional Amount		Positive Fair Value		Negative Fair Value
Interest rate swaps	$	2,006,280	$	11,537	$	(13,110	)	$	1,741,412	$	7,674	$	(7,857	)
Interest rate floors	1,000,000		29,031		—			—		—		—
Interest rate caps	62,163		24		(24		)	31,776		16		(16		)
Credit risk participation agreements	143,460		47		(93		)	133,488		46		(123		)
Foreign exchange contracts	6,206		20		(8		)	11,826		21		(40		)
Mortgage loan commitments	14,544		536		—			17,110		580		—
Mortgage loan forward sale contracts	5,768		15		(8		)	2,566		8		(7		)
Forward TBA contracts	16,500		—		(178		)	25,000		4		(31		)
Total at December 31	$	3,254,921	$	41,210	$	(13,421	)	$	1,963,178	$	8,349	$	(8,074	)

Operating Segments

The Company segregates financial information for use in assessing its performance and allocating resources among three operating segments. The results are determined based on the Company’s management accounting process, which assigns balance sheet and income statement items to each responsible segment. These segments are defined by customer base and product type. The management process measures the performance of the operating segments based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution. Each segment is managed by executives who, in conjunction with the Chief Executive Officer, make strategic business decisions regarding that segment. The three reportable operating segments are Consumer, Commercial, and Wealth. Additional information is presented in Note 12 on Segments in the consolidated financial statements.

The Company uses a funds transfer pricing method to value funds used (e.g., loans, fixed assets, cash, etc.) and funds provided (deposits, borrowings, and equity) by the business segments and their components. This process assigns a specific value to each new source or use of funds with a maturity, based on current swap rates, thus determining an interest spread at the time of the transaction. Non-maturity assets and liabilities are valued using weighted average pools. The funds transfer pricing process attempts to remove interest rate risk from valuation, allowing management to compare profitability under various rate environments. The Company also assigns loan charge-offs and recoveries (labeled in the table below as “provision for loan losses”) directly to each operating segment instead of allocating an estimated loan loss provision. The operating segments also include a number of allocations of income and expense from various support and overhead centers within the Company.

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The table below is a summary of segment pre-tax income results for the past three years.



(Dollars in thousands)	Consumer			Commercial			Wealth			Segment Totals			Other/Elimination			Consolidated Totals
Year ended December 31, 2018:
Net interest income	$	296,228		$	345,221		$	46,946		$	688,395		$	135,430		$	823,825
Provision for loan losses	(41,280		)	(1,134		)	32			(42,382		)	(312		)	(42,694		)
Non-interest income	126,253			202,527			173,026			501,806			(465		)	501,341
Investment securities losses, net	—			—			—			—			(488		)	(488		)
Non-interest expense	(287,473		)	(297,847		)	(123,576		)	(708,896		)	(28,925		)	(737,821		)
Income before income taxes	$	93,728		$	248,767		$	96,428		$	438,923		$	105,240		$	544,163
Year ended December 31, 2017:
Net interest income	$	279,031		$	329,087		$	47,264		$	655,382		$	78,297		$	733,679
Provision for loan losses	(41,829		)	205			(41		)	(41,665		)	(3,579		)	(45,244		)
Non-interest income	121,362			184,577			158,175			464,114			(2,851		)	461,263
Investment securities gains, net	—			—			—			—			25,051			25,051
Non-interest expense	(275,734		)	(281,845		)	(120,461		)	(678,040		)	(66,303		)	(744,343		)
Income before income taxes	$	82,830		$	232,024		$	84,937		$	399,791		$	30,615		$	430,406
2018 vs 2017
Increase in income before income taxes:
Amount	$	10,898		$	16,743		$	11,491		$	39,132		$	74,625		$	113,757
Percent	13.2		%	7.2		%	13.5		%	9.8		%	N.M.			26.4		%
Year ended December 31, 2016:
Net interest income	$	268,654		$	311,704		$	44,113		$	624,471		$	55,578		$	680,049
Provision for loan losses	(36,042		)	4,378			(122		)	(31,786		)	(4,532		)	(36,318		)
Non-interest income	116,185			187,350			144,661			448,196			(1,640		)	446,556
Investment securities losses, net	—			—			—			—			(53		)	(53		)
Non-interest expense	(266,258		)	(272,398		)	(113,888		)	(652,544		)	(36,685		)	(689,229		)
Income before income taxes	$	82,539		$	231,034		$	74,764		$	388,337		$	12,668		$	401,005
2017 vs 2016
Increase in income before income taxes:
Amount	$	291		$	990		$	10,173		$	11,454		$	17,947		$	29,401
Percent	.4		%	.4		%	13.6		%	2.9		%	N.M.			7.3		%

Consumer

The Consumer segment includes consumer deposits, consumer finance, and consumer debit and credit cards. During 2018, income before income taxes for the Consumer segment increased $10.9 million, or 13.2%, compared to 2017. This increase was mainly due to growth of $17.2 million, or 6.2%, in net interest income and an increase in non-interest income of $4.9 million, or 4.0%. Net interest income increased due to a $15.2 million increase in net allocated funding credits assigned to the Consumer segment's loan and deposit portfolios and growth of $3.5 million in loan interest income, partly offset by an increase of $1.6 million in deposit interest expense. Non-interest income increased mainly due to growth in net debit card fees, (mainly lower network expense and higher interchange fees), deposit fees (mainly deposit account service fees and overdraft and return item fees) and mortgage banking revenue, partly offset by higher credit card rewards expense. These increases to income were partly offset by growth of $11.7 million, or 4.3%, in non-interest expense. Non-interest expense increased over the prior year due to an increase in full-time salaries expense and higher allocated servicing and support costs, mainly marketing, information technology and management fees. The provision for loan losses totaled $41.3 million, a $549 thousand decrease from the prior year, which was mainly due to lower net charge-offs on marine & RV loans, partly offset by higher consumer credit card loan net charge-offs. Total average loans in this segment decreased $69.9 million, or 2.8%, in 2018 compared to the prior year mainly due to a decline in auto loans and the continued run off of marine and RV loans. Average deposits increased $19.9 million over the prior year, resulting from growth in interest checking and money market deposit accounts, partly offset by declines in demand and certificate of deposit balances.

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During 2017, income before income taxes for the Consumer segment increased $291 thousand, or .4%, compared to 2016. This increase was mainly due to growth of $10.4 million, or 3.9%, in net interest income and an increase in non-interest income of $5.2 million, or 4.5%. Net interest income increased due to a $9.7 million increase in net allocated funding credits assigned to the Consumer segment's loan and deposit portfolios and a $670 thousand increase in loan interest income. Non-interest income increased mainly due to growth in deposit fees (mainly deposit account service fees and overdraft and return item fees) and bank card fees. These increases to income were partly offset by growth of $9.5 million, or 3.6%, in non-interest expense and $5.8 million in the provision for loan losses. Non-interest expense increased over the prior year due to an increase in full-time salaries expense and higher allocated support costs, mainly administrative, online banking and information technology, while supplies expense decreased due to higher chip card reissue costs in 2016. The provision for loan losses totaled $41.8 million, a $5.8 million increase over the prior year, which was mainly due to higher net charge-offs on consumer credit card loans. Total average loans in this segment decreased $62.0 million, or 2.4%, in 2017 compared to the prior year mainly due to a decline in marine and RV loans. Average deposits increased $234.3 million, or 2.4%, over the prior year, resulting from growth in money market deposit accounts, partly offset by a decline in certificate of deposit balances.

Commercial

The Commercial segment provides corporate lending (including the Small Business Banking product line within the branch network), leasing, international services, and business, government deposit, and related commercial cash management services, as well as merchant and commercial bank card products. The segment includes the Capital Markets Group, which sells fixed-income securities to individuals, corporations, correspondent banks, public institutions, and municipalities, and also provides investment safekeeping and bond accounting services. Pre-tax income for 2018 increased $16.7 million, or 7.2%, compared to 2017, mainly due to increases in net interest income and non-interest income, partly offset by higher non-interest expense and an increase in the provision for loan losses. Net interest income increased $16.1 million, or 4.9%, due to growth of $70.6 million in loan interest income, partly offset by a decrease of $32.1 million in net allocated funding credits and higher interest expense of $22.5 million on deposits and customer repurchase agreements. The provision for loan losses increased $1.3 million over last year, due to lower business and construction loan net recoveries, partly offset by lower commercial card loan net charge-offs. Non-interest income increased $18.0 million, or 9.7%, over the previous year due to higher net corporate card fees (driven by higher fees), swap fees, tax credit sales fees and deposit account fees (mainly corporate cash management). These increases were partly offset by lower gains on sales of leased assets to customers upon lease termination. Non-interest expense increased $16.0 million, or 5.7%, during 2018, mainly due to increases in salaries expense and allocated support and service costs (mainly information technology and commercial sales and product support fees). Average segment loans increased $304.7 million, or 3.5%, compared to 2017, with growth occurring in commercial and industrial, construction, and healthcare loans. Average deposits decreased $271.8 million, or 3.3%, due to declines in business demand deposits and certificates of deposit, partly offset by growth in interest checking deposits.

Pre-tax income for 2017 increased $990 thousand, or .4%, compared to 2016, mainly due to an increase in net interest income, partly offset by lower non-interest income, higher non-interest expense and an increase in the provision for loan losses. Net interest income increased $17.4 million, or 5.6%, due to growth of $45.9 million in loan interest income, partly offset by a decrease of $17.7 million in net allocated funding credits. In addition, customer repurchase agreement interest expense increased $5.5 million and deposit interest expense increased $5.2 million. The provision for loan losses increased $4.2 million over last year, as construction loan and business real estate loan net recoveries were lower by $2.5 million and $1.1 million, respectively. Non-interest income decreased $2.8 million, or 1.5%, from the previous year due to lower interest rate swap fees and capital market fees. Non-interest expense increased $9.4 million, or 3.5%, during 2017, mainly due to increases in full-time salaries expense and allocated support costs, partly offset by lower bank card processing costs and business line allocations. Average segment loans increased $562.5 million, or 7.0%, compared to 2016, with growth occurring in commercial and industrial, construction, and business real estate loans. Average deposits increased $57.6 million, or .7%, due to growth in governmental demand deposit accounts, partly offset by declines in certificates of deposit, money market deposit accounts, and business demand deposits.

Wealth

The Wealth segment provides traditional trust and estate planning, advisory and discretionary investment management services, brokerage services, and includes Private Banking accounts. At December 31, 2018, the Trust group managed investments with a market value of $30.3 billion and administered an additional $19.7 billion in non-managed assets. It also provides investment management services to The Commerce Funds, a series of mutual funds with $2.5 billion in total assets at December 31, 2018. In 2018, pre-tax income for the Wealth segment was $96.4 million, compared to $84.9 million in 2017, an increase of $11.5 million, or 13.5%. Net interest income decreased $318 thousand, or .7%, due to a $5.3 million decrease in net allocated funding credits, partly offset by a $5.5 million increase in loan interest income. Non-interest income increased $14.9 million, or 9.4%, over the prior year largely due to higher personal and institutional trust fees, brokerage fees and cash sweep commissions. These increases were partly offset by write downs on software costs. Non-interest expense increased $3.1 million, or 2.6%, resulting from higher salary and benefit costs, data processing expense and allocated support and corporate management fee costs, partly offset by lower

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trust losses. The provision for loan losses decreased $73 thousand, mainly due to personal real estate loan net recoveries. Average assets increased $25.2 million, or 2.1%, during 2018 mainly due to higher personal real estate and consumer loans. Average deposits decreased $219.0 million, or 10.5%, due to declines in money market deposit accounts and long-term certificates of deposit over $100,000.

In 2017, pre-tax income for the Wealth segment was $84.9 million, compared to $74.8 million in 2016, an increase of $10.2 million, or 13.6%. Net interest income increased $3.2 million, or 7.1%, due to a $5.1 million increase in loan interest income, partly offset by a $2.1 million decline in net allocated funding credits. Non-interest income increased $13.5 million, or 9.3%, over the prior year largely due to higher personal and institutional trust fees, brokerage revenue and cash sweep fees, partly offset by a trust related settlement recorded in 2016. Non-interest expense increased $6.6 million, or 5.8%, resulting from higher incentive compensation and allocated support costs. The provision for loan losses decreased $81 thousand, mainly due to lower charge-offs on revolving home equity loans. Average assets increased $101.6 million, or 9.1%, during 2017 mainly due to higher personal real estate and consumer loans. Average deposits increased $5.6 million, or .3%, due to growth in money market deposit accounts and business demand deposits, partly offset by a decline in long-term certificates of deposit over $100,000.

The segment activity, as shown above, includes both direct and allocated items. Amounts in the “Other/Elimination” column include activity not related to the segments, such as certain administrative functions, the investment securities portfolio, and the effect of certain expense allocations to the segments. Also included in this category is the difference between the Company’s provision for loan losses and net loan charge-offs, which are generally assigned directly to the segments. In 2018, the pre-tax income in this category was $105.2 million, compared to $30.6 million in 2017. This increase was due to higher unallocated net interest income of $57.1 million and lower unallocated non-interest expense of $37.4 million. Non-interest expense for 2017 included contributions of $32.0 million to a related charitable foundation, which were not allocated to the segments. Unallocated securities losses were $488 thousand in 2018, compared to securities gains of $25.1 million in 2017. Also, the unallocated loan loss provision decreased $3.3 million, as the provision was $3.6 million in excess of charge-offs in 2017 compared to $312 thousand less than charge offs in 2018.

Impact of Recently Issued Accounting Standards

Derivatives The FASB issued ASU 2017-12, "Targeted Improvements to Accounting for Hedging Activities", in August 2017. The ASU improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. These improvements allow the hedging of risk components, ease restrictions on the measurement of the change in fair value of the hedged item, aligns the recognition and presentation of the effects of the hedging instrument and the hedged item, and otherwise simplify hedge accounting guidance. The amendments are effective January 1, 2019 but may be adopted early in any interim period. The Company adopted the ASU on January 1, 2018, but as the Company did not utilize hedge accounting on that date, the Company's consolidated financial statements were not affected by the adoption. The hedging improvements in the new guidance will be considered in the development of risk management strategies in the future.

Revenue from Contracts with Customers The FASB issued ASU 2014-09, "Revenue from Contracts with Customers", in May 2014, which has been followed by additional clarifying guidance on specified implementation issues. The ASU supersedes revenue recognition requirements in Topic 605, Revenue Recognition , including most industry specific revenue recognition guidance in the FASB Accounting Standards Codification. The core principle of the new guidance 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 to which the entity expects to be entitled in exchange for those goods or services. The guidance was adopted on January 1, 2018 under the full retrospective method with a restatement of prior periods. The impact of the adoption and required disclosures are discussed in Note 15 to the consolidated financial statements.

Liabilities The FASB issued ASU 2016-04, "Recognition of Breakage for Certain Prepaid Stored-Value Products", in March 2016, in order to address current and potential future diversity in practice related to the derecognition of a prepaid stored-value product liability. Such products include prepaid gift cards issued on a specific payment network and redeemable at network-accepting merchant locations, prepaid telecommunication cards, and traveler's checks. The amendments require that the portion of the dollar value of prepaid stored-value products that is ultimately unredeemed (that is, the breakage) be accounted for consistent with the breakage guidance for stored-value product transactions provided in ASC Topic 606 - Revenue from Contracts with Customers. These amendments are effective for interim and annual periods beginning January 1, 2018 and did not have a significant effect on the Company's consolidated financial statements.

Income Taxes The FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory", in October 2016. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The amendments require the recognition of income tax consequences of an intra-entity transfer of

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an asset (other than inventory) when the transfer occurs. This change removes the current exception to the principal of comprehensive recognition of current and deferred income taxes in GAAP (except for inventory). These amendments were effective for reporting periods beginning January 1, 2018 and did not have a significant effect on the Company's consolidated financial statements.

Financial Instruments The FASB issued ASU 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities", in January 2016. The amendments require all equity investments to be measured at fair value with changes in the fair value recognized through net income, other than those accounted for under the equity method of accounting or those that result in the consolidation of the investee. The amendments also require use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes. These amendments were adopted on January 1, 2018 and are further discussed in Notes 3 and 17 to the consolidated financial statements.

Statement of Cash Flows The FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments", in August 2016. The ASU addresses the presentation and classification in the Statement of Cash Flows of several specific cash flow issues. These include cash payments for debt prepayment or extinguishment costs, settlement of zero-coupon debt instruments, distributions received from equity method investees, and separately identifiable cash flows and application of the predominance principle. The amendments were effective January 1, 2018 and did not have a significant effect on the Company's consolidated financial statements.

Restricted Cash The FASB issued ASU 2016-18, "Restricted Cash", in November 2016. The ASU requires that amounts described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning and end of period amounts shown on the statement of cash flows. Disclosures are to be provided on the amounts reported as restricted and the nature of the restrictions on cash and cash equivalents. The amendments, which were applied on a retrospective basis, were effective January 1, 2018 and did not have a significant effect on the Company's consolidated financial statements.

Retirement Benefits The FASB issued ASU 2017-07, "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost", in March 2017. Under previous guidance, the different components comprising net benefit cost are aggregated for reporting in the financial statements. Because these components are heterogeneous, the current presentation reduces the transparency and usefulness of the financial statements. The ASU requires that an employer report the service cost component of net benefit cost in the same line item as other compensation costs arising from services rendered during the period. The other components of net benefit cost are required to be presented separately from the servicing cost component. Only service cost is eligible for capitalization when applicable. The amendments were effective January 1, 2018 and as noted in Note 9 to the consolidated financial statements, did not have a significant effect on the Company's consolidated financial statements.

Leases In February 2016, the FASB issued ASU 2016-02, "Leases", in order to increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU primarily affects lessee accounting, which requires the lessee to recognize a right-of-use (ROU) asset and a liability to make lease payments for those leases classified as operating leases under previous GAAP. The ASU provides guidance as to the definition of a lease, identification of lease components, and sale and leaseback transactions. The FASB has issued elections and expedients within the original ASU and additional amendments, clarifying the lease guidance for certain implementation issues. The Company has adopted the package of expedients, the lease component expedient as well as the disclosure expedient. Additionally, for leases with a term of 12 months or less, an election was made not to recognize lease assets and lease liabilities. The ASU and the related amendments are effective for interim and annual periods beginning January 1, 2019. The Company is the lessee in less than 200 lease agreements, which will be recognized on the balance sheet. As of January 1, 2019, the Company adopted the new accounting standard, and a lease liability of $28.1 million and a ROU asset of $27.5 million were recognized, but should not materially impact the Company's consolidated financial statements or various balance sheet related ratios.

Premium Amortization The FASB issued ASU 2017-08, "Premium Amortization on Purchased Callable Debt Securities", in March 2017. Under current guidance, many entities amortize the premium on purchased callable debt securities over the contractual life of the instrument. As a result, upon the exercise of a call on a callable debt security held at a premium, the unamortized premium is recorded as a loss in earnings. The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium to the earliest call date, and more closely align the amortization period to expectations incorporated in market pricing of the instrument. The amendments are effective January 1, 2019 and are not expected to have a significant effect on the Company's consolidated financial statements.

Financial Instruments ASU 2016-13, "Measurement of Credit Losses on Financial Instruments", was issued in June 2016. Its implementation will result in a new loan loss accounting framework, also known as the current expected credit loss (CECL) model. CECL requires credit losses expected throughout the life of the asset portfolio on loans and held-to-maturity securities to be recorded at the time of origination. Under the current incurred loss model, losses are recorded when it is probable that a loss

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event has occurred. The new standard will require significant operational changes, especially in data collection and analysis. The ASU is effective for interim and annual periods beginning January 1, 2020, and is expected to increase the allowance upon adoption.

The Company established an internal CECL implementation team in 2017 and partnered with an outside vendor to implement the new standard. Software development and data collection has continued since that time and it's expected the preliminary CECL model will be ready for detailed testing during the second quarter of 2019. The Company continues to evaluate the impact the adoption of ASU 2016-13 will have on the Company's consolidated financial statements.

Intangible Assets The FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment", in January 2017. Under current guidance, a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill by following procedures that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under the new amendments, the goodwill impairment test compares the fair value of a reporting unit with its carrying amount and an impairment charge is measured as the amount by which the carrying amount exceeds the reporting unit's fair value. The amendments are effective for impairment tests beginning January 1, 2020 and are not expected to have a significant effect on the Company's consolidated financial statements.

Comprehensive Income The FASB issued ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income", in February 2018. The guidance allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments are effective for all entities effective January 1, 2019, but early adoption is permitted in certain circumstances. The Company adopted the ASU effective January 1, 2018 and recorded a reclassification which increased accumulated other comprehensive income and reduced retained earnings by $2.9 million. As these are both categories within equity, total equity was unchanged. The adoption did not have a significant effect on the Company's consolidated financial statements.

Financial Instruments The FASB issued ASU 2018-13, "Changes to the Disclosure Requirements of Fair Value Measurement", in August 2018. The amendments in the ASU eliminate or modify certain disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement . In addition, the amendments in the ASU also require the addition of new disclosure requirements on fair value measurement, including the disclosure of changes in unrealized gains and losses for the period included in accumulated other comprehensive income (AOCI) for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments are effective January 1, 2020 and are not expected to have a significant effect on the Company's consolidated financial statements.

Retirement Benefits The FASB issued ASU 2018-14, "Compensation - Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20)", in August 2018. The amendments in the ASU eliminate disclosures that are no longer considered cost beneficial and clarify specific requirements of disclosures. In addition, the amendments in the ASU also add new disclosures, including the explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The amendments are effective January 1, 2021 and are not expected to have a significant effect on the Company's consolidated financial statements.

Intangible Assets The FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract", in August 2018. This new standard modifies existing guidance and clarifies the accounting for implementation costs of a hosting arrangement. Under the new amendments, the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract are aligned with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software or hosting arrangements that include an internal-use software license. The amendments are effective January 1, 2020, but early adoption is permitted. The Company is still assessing the impact on the Company's consolidated financial statements.

Corporate Governance

The Company has adopted a number of corporate governance measures. These include corporate governance guidelines, a code of ethics that applies to its senior financial officers and the charters for its audit committee, its committee on compensation and human resources, and its committee on governance/directors. This information is available on the Company’s Web site www.commercebank.com under Investor Relations.

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AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS



	Years Ended December 31
	2018							2017							2016
(Dollars in thousands)	Average Balance			Interest Income/Expense		Average Rates Earned/Paid		Average Balance			Interest Income/Expense		Average Rates Earned/Paid		Average Balance			Interest Income/Expense		Average Rates Earned/Paid
ASSETS
Loans: ^(A)
Business ^(B)	$	4,963,029		$	184,837	3.72	%	$	4,832,045		$	154,681	3.20	%	$	4,652,526		$	134,438	2.89	%
Real estate – construction and land	967,320			49,440		5.11		881,879			37,315		4.23		778,822			27,452		3.52
Real estate – business	2,737,820			117,516		4.29		2,694,620			102,009		3.79		2,440,955			89,305		3.66
Real estate – personal	2,093,802			80,365		3.84		2,019,674			75,267		3.73		1,936,420			72,417		3.74
Consumer	2,010,826			89,074		4.43		2,036,393			81,065		3.98		1,947,240			75,076		3.86
Revolving home equity	379,715			17,513		4.61		398,611			15,516		3.89		417,514			14,797		3.54
Consumer credit card	768,789			92,269		12.00		743,885			88,329		11.87		749,589			86,008		11.47
Overdrafts	4,778			—		—		4,592			—		—		4,712			—		—
Total loans	13,926,079			631,014		4.53		13,611,699			554,182		4.07		12,927,778			499,493		3.86
Loans held for sale	19,493			1,298		6.66		17,452			1,000		5.73		25,710			1,317		5.12
Investment securities:
U.S. government & federal agency obligations	921,759			21,720		2.36		914,961			19,697		2.15		735,081			15,628		2.13
Government-sponsored enterprise obligations	308,520			6,098		1.98		452,422			7,321		1.62		591,785			13,173		2.23
State & municipal obligations ^(B)	1,410,700			42,867		3.04		1,720,723			62,073		3.61		1,753,727			63,261		3.61
Mortgage-backed securities	4,203,625			111,686		2.66		3,784,602			89,623		2.37		3,460,821			82,888		2.40
Asset-backed securities	1,455,690			34,223		2.35		2,083,611			36,757		1.76		2,418,118			35,346		1.46
Other debt securities	340,458			8,912		2.62		330,365			8,410		2.55		331,289			8,382		2.53
Trading debt securities ^(B)	24,731			759		3.07		21,929			583		2.66		19,722			489		2.48
Equity securities ^(B)	26,459			11,816		44.66		60,772			2,283		3.76		47,763			2,208		4.62
Other securities ^(B)	114,438			12,412		10.85		98,564			10,507		10.66		112,888			7,656		6.78
Total investment securities	8,806,380			250,493		2.84		9,467,949			237,254		2.51		9,471,194			229,031		2.42
Federal funds sold and short-term securities purchased under agreements to resell	27,026			519		1.92		18,518			230		1.24		12,660			78		.62
Long-term securities purchased under agreements to resell	696,438			15,881		2.28		688,147			15,440		2.24		791,392			13,544		1.71
Interest earning deposits with banks	319,948			6,233		1.95		207,269			2,223		1.07		188,581			973		.52
Total interest earning assets	23,795,364			905,438		3.81		24,011,034			810,329		3.37		23,417,315			744,436		3.18
Allowance for loan losses	(158,791		)					(156,572		)					(152,628		)
Unrealized gain (loss) on debt securities	(113,068		)					45,760							143,842
Cash and due from banks	360,732							361,414							381,822
Land, buildings and equipment - net	343,636							345,639							350,443
Other assets	438,362							424,333							415,677
Total assets	$	24,666,235						$	25,031,608						$	24,556,471
LIABILITIES AND EQUITY
Interest bearing deposits:
Savings	$	867,150		973		.11		$	819,558		981		.12		$	775,121		923		.12
Interest checking and money market	10,817,169			26,830		.25		10,517,741			16,328		.16		10,285,288			13,443		.13
Certificates of deposit of less than $100,000	603,137			3,215		.53		676,272			2,645		.39		749,261			2,809		.37
Certificates of deposit of $100,000 and over	1,114,825			14,658		1.31		1,404,960			10,859		.77		1,471,610			8,545		.58
Total interest bearing deposits	13,402,281			45,676		.34		13,418,531			30,813		.23		13,281,280			25,720		.19
Borrowings:
Federal funds purchased and securities sold under agreements to repurchase	1,514,144			19,655		1.30		1,462,387			9,829		.67		1,266,093			3,315		.26
Other borrowings	1,747			45		2.58		87,696			3,086		3.52		171,255			3,968		2.32
Total borrowings	1,515,891			19,700		1.30		1,550,083			12,915		.83		1,437,348			7,283		.51
Total interest bearing liabilities	14,918,172			65,376		.44	%	14,968,614			43,728		.29	%	14,718,628			33,003		.22	%
Non-interest bearing deposits	6,728,971							7,176,255							7,049,633
Other liabilities	247,520							250,510							292,145
Equity	2,771,572							2,636,229							2,496,065
Total liabilities and equity	$	24,666,235						$	25,031,608						$	24,556,471
Net interest margin (T/E)				$	840,062						$	766,601						$	711,433
Net yield on interest earning assets						3.53	%						3.19	%						3.04	%
Percentage increase (decrease) in net interest margin (T/E) compared to the prior year						9.58	%						7.75	%						7.14	%


(A)	Loans on non-accrual status are included in the computation of average balances. Included in interest income above are loan fees and late charges, net of amortization of deferred loan origination fees and costs, which are immaterial. Credit card income from merchant discounts and net interchange fees are not included in loan income.

AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS

Table of contents





Years Ended December 31
2015							2014							2013
Average Balance			Interest Income/Expense		Average Rates Earned/Paid		Average Balance			Interest Income/Expense		Average Rates Earned/Paid		Average Balance			Interest Income/Expense		Average Rates Earned/Paid		Average Balance Five Year Compound Growth Rate


$	4,186,101		$	116,455	2.78	%	$	3,919,421		$	110,791	2.83	%	$	3,366,564		$	102,847	3.05	%	8.07	%
477,320			17,075		3.58		418,702			15,826		3.78		378,896			15,036		3.97		20.62
2,293,839			85,751		3.74		2,300,855			88,206		3.83		2,251,113			92,555		4.11		3.99
1,899,234			71,666		3.77		1,818,125			69,054		3.80		1,694,955			66,353		3.91		4.32
1,829,830			72,625		3.97		1,617,039			68,434		4.23		1,437,270			67,299		4.68		6.95
431,033			15,262		3.54		426,720			16,188		3.79		424,358			16,822		3.96		(2.20	)
746,503			86,162		11.54		754,482			86,298		11.44		752,478			84,843		11.28		.43
5,416			—		—		4,889			—		—		6,020			—		—		(4.52	)
11,869,276			464,996		3.92		11,260,233			454,797		4.04		10,311,654			445,755		4.32		6.19
4,115			191		4.64		—			—		—		4,488			176		3.92		34.14

466,135			5,180		1.11		497,271			13,750		2.77		401,162			8,775		2.19		18.10
938,589			17,319		1.85		794,752			13,211		1.66		499,947			8,658		1.73		(9.20	)
1,786,235			63,054		3.53		1,715,493			61,593		3.59		1,617,814			58,522		3.62		(2.70	)
3,164,447			80,936		2.56		2,981,225			80,229		2.69		3,187,648			87,523		2.75		5.69
2,773,069			29,558		1.07		2,834,013			24,976		.88		3,061,415			27,475		.90		(13.82	)
255,558			6,191		2.42		141,266			3,287		2.33		166,113			4,990		3.00		15.43
20,517			562		2.74		18,423			411		2.23		20,986			472		2.25		3.34
45,200			1,805		3.99		48,847			1,448		2.96		54,754			1,316		2.40		(13.54	)
108,061			8,582		7.94		100,399			9,885		9.85		111,205			11,545		10.38		.57
9,557,811			213,187		2.23		9,131,689			208,790		2.29		9,121,044			209,276		2.29		(.70	)
16,184			60		.37		31,817			101		.32		24,669			106		.43		1.84
1,002,053			13,172		1.31		985,205			12,473		1.27		1,174,589			21,119		1.80		(9.93	)
206,115			528		.26		220,876			555		.25		155,885			387		.25		15.47
22,655,554			692,134		3.06		21,629,820			676,716		3.13		20,792,329			676,819		3.26		2.73
(152,690		)					(160,828		)					(166,846		)					(0.98	)
112,352							90,392							124,718							(198.06	)
378,803							382,207							382,500							(1.17	)
359,773							354,899							357,544							(.79	)
383,810							376,433							383,739							2.70
$	23,737,602						$	22,672,923						$	21,873,984						2.43


$	729,311		876		.12		$	670,650		855		.13		$	625,517		766		.12		6.75
9,752,794			12,498		.13		9,477,947			12,667		.13		9,059,524			13,589		.15		3.61
832,343			3,236		.39		935,387			4,137		.44		1,034,991			6,002		.58		(10.24	)
1,224,402			6,051		.49		1,372,509			5,926		.43		1,380,003			6,383		.46		(4.18	)
12,538,850			22,661		.18		12,456,493			23,585		.19		12,100,035			26,740		.22		2.07

1,654,860			1,861		.11		1,257,660			1,019		.08		1,294,691			809		.06		3.18
103,884			3,574		3.44		104,896			3,484		3.32		103,901			3,364		3.24		(55.83	)
1,758,744			5,435		.31		1,362,556			4,503		.33		1,398,592			4,173		.30		1.62
14,297,594			28,096		.20	%	13,819,049			28,088		.20	%	13,498,627			30,913		.23	%	2.02
6,786,741							6,339,183							5,961,116							2.45
280,231							225,554							237,130							.86
2,373,036							2,289,137							2,177,111							4.95
$	23,737,602						$	22,672,923						$	21,873,984						2.43	%
			$	664,038						$	648,628						$	645,906
					2.93	%						3.00	%						3.11	%
					2.38	%						.42	%						(2.90	)%

(B)

Interest income and yields are presented on a fully-taxable equivalent basis using a federal income tax rate of 21% in 2018 and 35% in prior periods. Loan interest income includes tax free loan income (categorized as business loan income) which includes tax equivalent adjustments of $5,931,000 in 2018, $10,357,000 in 2017, $9,537,000 in 2016, $8,332,000 in 2015, $7,640,000 in 2014 and $6,673,000 in 2013. Investment securities interest income includes tax equivalent adjustments of $10,306,000 in 2018, $22,565,000 in 2017, $21,847,000 in 2016, $21,386,000 in 2015, $20,784,000 in 2014 and $19,861,000 in 2013. These adjustments relate to state and municipal obligations, trading securities, equity securities, and other securities.

Table of contents

QUARTERLY AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS



	Year ended December 31, 2018
	Fourth Quarter					Third Quarter					Second Quarter					First Quarter
(Dollars in millions)	Average Balance			Average Rates Earned/Paid		Average Balance			Average Rates Earned/Paid		Average Balance			Average Rates Earned/Paid		Average Balance			Average Rates Earned/Paid
ASSETS
Loans:
Business ^(A)	$	5,030		3.93	%	$	4,925		3.80	%	$	4,962		3.69	%	$	4,934		3.48	%
Real estate – construction and land	953			5.47		992			5.21		972			5.06		952			4.69
Real estate – business	2,758			4.53		2,733			4.35		2,727			4.22		2,734			4.06
Real estate – personal	2,122			3.87		2,111			3.83		2,079			3.84		2,062			3.80
Consumer	1,962			4.62		1,985			4.46		2,026			4.39		2,072			4.25
Revolving home equity	374			4.98		374			4.72		378			4.51		393			4.25
Consumer credit card	788			11.91		775			11.99		754			12.05		758			12.06
Overdrafts	5			—		5			—		4			—		5			—
Total loans	13,992			4.72		13,900			4.59		13,902			4.49		13,910			4.33
Loans held for sale	18			6.59		18			6.87		22			6.72		19			6.45
Investment securities:
U.S. government & federal agency obligations	923			1.90		925			2.23		924			3.18		916			2.12
Government-sponsored enterprise obligations	215			2.24		262			2.10		354			1.88		406			1.84
State & municipal obligations ^(A)	1,361			3.06		1,376			2.98		1,395			3.06		1,513			3.06
Mortgage-backed securities	4,380			2.75		4,434			2.65		4,067			2.60		3,926			2.62
Asset-backed securities	1,519			2.55		1,427			2.42		1,407			2.32		1,469			2.11
Other debt securities	340			2.60		340			2.59		340			2.63		342			2.65
Trading debt securities ^(A)	26			3.21		24			3.13		26			3.15		22			2.73
Equity securities ^(A)	4			39.92		4			32.69		47			89.68		51			3.64
Other securities ^(A)	128			15.51		120			13.00		109			6.68		101			6.73
Total investment securities	8,896			2.86		8,912			2.76		8,669			3.19		8,746			2.58
Federal funds sold and short-term securities purchased under agreements to resell	14			2.56		13			2.10		37			1.93		44			1.65
Long-term securities purchased under agreements to resell	700			2.31		686			2.26		700			2.17		700			2.38
Interest earning deposits with banks	353			2.28		299			1.96		354			1.80		274			1.69
Total interest earning assets	23,973			3.92		23,828			3.80		23,684			3.90		23,693			3.59
Allowance for loan losses	(159		)			(159		)			(159		)			(159		)
Unrealized gain (loss) on debt securities	(166		)			(119		)			(122		)			(43		)
Cash and due from banks	365					357					357					364
Land, buildings and equipment – net	343					344					343					345
Other assets	452					445					419					437
Total assets	$	24,808				$	24,696				$	24,522				$	24,637
LIABILITIES AND EQUITY
Interest bearing deposits:
Savings	$	871		.11		$	877		.11		$	881		.11		$	839		.12
Interest checking and money market	10,839			.30		10,840			.26		10,850			.23		10,738			.20
Certificates of deposit under $100,000	585			.70		594			.56		609			.46		625			.43
Certificates of deposit $100,000 & over	1,091			1.61		1,100			1.41		1,135			1.23		1,134			1.02
Total interest bearing deposits	13,386			.41		13,411			.35		13,475			.32		13,336			.28
Borrowings:
Federal funds purchased and securities sold under agreements to repurchase	1,656			1.60		1,500			1.33		1,339			1.18		1,560			1.04
Other borrowings	1			2.67		2			2.60		3			2.52		2			2.54
Total borrowings	1,657			1.60		1,502			1.33		1,342			1.19		1,562			1.04
Total interest bearing liabilities	15,043			.54	%	14,913			.45	%	14,817			.40	%	14,898			.36	%
Non-interest bearing deposits	6,667					6,678					6,749					6,825
Other liabilities	265					296					228					199
Equity	2,833					2,809					2,728					2,715
Total liabilities and equity	$	24,808				$	24,696				$	24,522				$	24,637
Net interest margin (T/E)	$	216				$	211				$	216				$	197
Net yield on interest earning assets				3.58	%				3.52	%				3.65	%				3.37	%


(A)	Includes tax equivalent calculations .

Table of contents

QUARTERLY AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS



	Year ended December 31, 2017
	Fourth Quarter					Third Quarter					Second Quarter					First Quarter
(Dollars in millions)	Average Balance			Average Rates Earned/Paid		Average Balance			Average Rates Earned/Paid		Average Balance			Average Rates Earned/Paid		Average Balance			Average Rates Earned/Paid
ASSETS
Loans:
Business ^(A)	$	4,818		3.32	%	$	4,778		3.25	%	$	4,828		3.21	%	$	4,907		3.02	%
Real estate – construction and land	948			4.41		888			4.31		862			4.30		828			3.85
Real estate – business	2,720			3.90		2,710			3.85		2,701			3.74		2,646			3.63
Real estate – personal	2,045			3.72		2,017			3.72		2,004			3.72		2,012			3.74
Consumer	2,101			4.07		2,070			4.02		1,998			3.94		1,975			3.89
Revolving home equity	394			4.06		395			4.03		400			3.84		405			3.64
Consumer credit card	757			11.90		740			12.03		731			11.90		748			11.66
Overdrafts	5			—		4			—		5			—		4			—
Total loans	13,788			4.18		13,602			4.13		13,529			4.06		13,525			3.92
Loans held for sale	18			5.55		21			5.36		18			5.75		12			6.64
Investment securities:
U.S. government & federal agency obligations	918			2.60		918			1.40		911			2.52		913			2.09
Government-sponsored enterprise obligations	452			1.69		457			1.61		450			1.59		450			1.58
State & municipal obligations ^(A)	1,631			3.60		1,699			3.57		1,772			3.61		1,783			3.65
Mortgage-backed securities	3,950			2.38		3,719			2.36		3,708			2.35		3,760			2.38
Asset-backed securities	1,623			1.94		2,025			1.82		2,335			1.72		2,360			1.63
Other debt securities	351			2.56		322			2.51		321			2.54		327			2.56
Trading debt securities ^(A)	20			2.63		21			2.51		21			2.70		25			2.77
Equity securities ^(A)	82			3.30		51			4.02		53			3.97		56			3.99
Other securities ^(A)	96			6.67		102			5.39		100			10.50		99			20.30
Total investment securities	9,123			2.58		9,314			2.37		9,671			2.50		9,773			2.57
Federal funds sold and short-term securities purchased under agreements to resell	27			1.35		24			1.30		13			1.13		10			.94
Long-term securities purchased under agreements to resell	700			2.36		662			2.28		666			2.22		725			2.12
Interest earning deposits with banks	270			1.18		211			1.24		139			1.04		208			.77
Total interest earning assets	23,926			3.48		23,834			3.36		24,036			3.36		24,253			3.29
Allowance for loan losses	(157		)			(157		)			(157		)			(155		)
Unrealized gain on debt securities	37					73					58					15
Cash and due from banks	372					349					349					376
Land, buildings and equipment – net	347					345					344					346
Other assets	438					429					413					417
Total assets	$	24,963				$	24,873				$	25,043				$	25,252
LIABILITIES AND EQUITY
Interest bearing deposits:
Savings	$	822		.12		$	829		.12		$	831		.12		$	796		.13
Interest checking and money market	10,416			.17		10,387			.16		10,667			.15		10,604			.14
Certificates of deposit under $100,000	645			.40		668			.40		688			.39		705			.37
Certificates of deposit $100,000 & over	1,119			.88		1,326			.83		1,510			.75		1,671			.67
Total interest bearing deposits	13,002			.24		13,210			.24		13,696			.23		13,776			.21
Borrowings:
Federal funds purchased and securities sold under agreements to repurchase	1,626			.83		1,501			.75		1,363			.60		1,356			.46
Other borrowings	42			3.59		102			3.53		106			3.47		102			3.53
Total borrowings	1,668			.90		1,603			.93		1,469			.81		1,458			.67
Total interest bearing liabilities	14,670			.31	%	14,813			.31	%	15,165			.29	%	15,234			.26	%
Non-interest bearing deposits	7,257					7,136					7,066					7,247
Other liabilities	312					252					203					234
Equity	2,724					2,672					2,609					2,537
Total liabilities and equity	$	24,963				$	24,873				$	25,043				$	25,252
Net interest margin (T/E)	$	198				$	190				$	191				$	187
Net yield on interest earning assets				3.29	%				3.17	%				3.18	%				3.13	%


(A)	Includes tax equivalent calculations.

Table of contents

SUMMARY OF QUARTERLY STATEMENTS OF INCOME



Year ended December 31, 2018	For the Quarter Ended
(In thousands, except per share data)	12/31/2018			9/30/2018			6/30/2018			3/31/2018
Interest income	$	232,832		$	224,751		$	225,623		$	205,995
Interest expense	(20,612		)	(16,997		)	(14,664		)	(13,103		)
Net interest income	212,220			207,754			210,959			192,892
Non-interest income	133,087			123,714			124,850			119,690
Investment securities gains (losses), net	(7,129		)	4,306			(3,075		)	5,410
Salaries and employee benefits	(120,517		)	(116,194		)	(115,589		)	(115,894		)
Other expense	(68,108		)	(68,865		)	(66,271		)	(66,383		)
Provision for loan losses	(12,256		)	(9,999		)	(10,043		)	(10,396		)
Income before income taxes	137,297			140,716			140,831			125,319
Income taxes	(26,537		)	(26,647		)	(29,507		)	(23,258		)
Non-controlling interest	(1,108		)	(1,493		)	(994		)	(1,077		)
Net income attributable to Commerce Bancshares, Inc.	$	109,652		$	112,576		$	110,330		$	100,984
Net income per common share — basic*	$	.96		$	.99		$	.96		$	.88
Net income per common share — diluted*	$	.96		$	.98		$	.96		$	.88
Weighted average shares — basic*	110,477			110,889			110,970			110,916
Weighted average shares — diluted*	110,770			111,260			111,331			111,264



Year ended December 31, 2017	For the Quarter Ended
(In thousands, except per share data)	12/31/2017			9/30/2017			6/30/2017			3/31/2017
Interest income	$	201,572		$	194,244		$	193,594		$	187,997
Interest expense	(11,564		)	(11,653		)	(10,787		)	(9,724		)
Net interest income	190,008			182,591			182,807			178,273
Non-interest income	119,383			116,887			115,380			109,613
Investment securities gains (losses), net	27,209			(3,037		)	1,651			(772		)
Salaries and employee benefits	(115,741		)	(111,382		)	(108,829		)	(112,369		)
Other expense	(93,118		)	(67,835		)	(68,061		)	(67,008		)
Provision for loan losses	(12,654		)	(10,704		)	(10,758		)	(11,128		)
Income before income taxes	115,087			106,520			112,190			96,609
Income taxes	(20,104		)	(32,294		)	(33,201		)	(24,907		)
Non-controlling interest	(628		)	338			(29		)	(198		)
Net income attributable to Commerce Bancshares, Inc.	$	94,355		$	74,564		$	78,960		$	71,504
Net income per common share — basic*	$	.82		$	.65		$	.68		$	.62
Net income per common share — diluted*	$	.82		$	.64		$	.68		$	.62
Weighted average shares — basic*	110,900			110,909			110,862			110,658
Weighted average shares — diluted*	111,275			111,280			111,241			111,096



Year ended December 31, 2016	For the Quarter Ended
(In thousands, except per share data)	12/31/2016			9/30/2016			6/30/2016			3/31/2016
Interest income	$	181,498		$	179,361		$	180,065		$	172,128
Interest expense	(8,296		)	(8,118		)	(8,236		)	(8,353		)
Net interest income	173,202			171,243			171,829			163,775
Non-interest income	112,817			112,112			109,113			112,514
Investment securities gains (losses), net	3,651			(1,965		)	(744		)	(995		)
Salaries and employee benefits	(108,639		)	(107,004		)	(104,808		)	(106,859		)
Other expense	(65,960		)	(67,031		)	(64,824		)	(64,104		)
Provision for loan losses	(10,400		)	(7,263		)	(9,216		)	(9,439		)
Income before income taxes	104,671			100,092			101,350			94,892
Income taxes	(32,297		)	(30,942		)	(31,542		)	(29,370		)
Non-controlling interest	(795		)	(605		)	85			(148		)
Net income attributable to Commerce Bancshares, Inc.	$	71,579		$	68,545		$	69,893		$	65,374
Net income per common share — basic*	$	.62		$	.59		$	.61		$	.56
Net income per common share — diluted*	$	.62		$	.59		$	.60		$	.56
Weighted average shares — basic*	110,507			110,468			110,416			110,629
Weighted average shares — diluted*	110,866			110,749			110,704			110,880

* Restated for the 5% stock dividend distributed in 2018.

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Item 7a.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is set forth on pages 46 through 47 of Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Commerce Bancshares, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Commerce Bancshares, Inc. and subsidiaries (the Company) as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company 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 audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 1971.

Kansas City, Missouri

February 21, 2019

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Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS



	December 31
	2018			2017
	(In thousands)
ASSETS
Loans	$	14,140,298		$	13,983,674
Allowance for loan losses	(159,932		)	(159,532		)
Net loans	13,980,366			13,824,142
Loans held for sale (including $13,529,000 and $15,327,000 of residential mortgage loans carried at fair value at December 31, 2018 and 2017, respectively)	20,694			21,398
Investment securities:
Available for sale debt ($463,325,000 and $662,515,000 pledged at December 31, 2018 and 2017, respectively, to secure swap and repurchase agreements)	8,538,041			8,725,442
Trading debt	27,059			18,269
Equity	4,409			50,591
Other	129,157			99,005
Total investment securities	8,698,666			8,893,307
Federal funds sold and short-term securities purchased under agreements to resell	3,320			42,775
Long-term securities purchased under agreements to resell	700,000			700,000
Interest earning deposits with banks	689,876			30,631
Cash and due from banks	507,892			438,439
Land, buildings and equipment – net	333,119			335,110
Goodwill	138,921			138,921
Other intangible assets – net	8,794			7,618
Other assets	382,194			401,074
Total assets	$	25,463,842		$	24,833,415
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest bearing	$	6,980,298		$	7,158,962
Savings, interest checking and money market	11,685,239			11,499,620
Certificates of deposit of less than $100,000	586,091			634,646
Certificates of deposit of $100,000 and over	1,072,031			1,132,218
Total deposits	20,323,659			20,425,446
Federal funds purchased and securities sold under agreements to repurchase	1,956,389			1,507,138
Other borrowings	8,702			1,758
Other liabilities	237,943			180,889
Total liabilities	22,526,693			22,115,231
Commerce Bancshares, Inc. stockholders’ equity:
Preferred stock, $1 par value Authorized 2,000,000 shares; issued 6,000 shares at December 31, 2018 and 2017	144,784			144,784
Common stock, $5 par value Authorized 120,000,000 shares; issued 111,886,450 shares at December 31, 2018 and 107,081,397 shares at December 31, 2017	559,432			535,407
Capital surplus	2,084,824			1,815,360
Retained earnings	241,163			221,374
Treasury stock of 555,100 shares at December 31, 2018 and 276,968 shares at December 31, 2017, at cost	(34,236		)	(14,473		)
Accumulated other comprehensive income (loss)	(64,669		)	14,108
Total Commerce Bancshares, Inc. stockholders’ equity	2,931,298			2,716,560
Non-controlling interest	5,851			1,624
Total equity	2,937,149			2,718,184
Total liabilities and equity	$	25,463,842		$	24,833,415

See accompanying notes to consolidated financial statements.

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Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME



	For the Years Ended December 31
(In thousands, except per share data)	2018			2017		2016
INTEREST INCOME
Interest and fees on loans	$	625,083		$	543,825	$	489,956
Interest on loans held for sale	1,298			1,000		1,317
Interest on investment securities	240,187			214,689		207,184
Interest on federal funds sold and short-term securities purchased under agreements to resell	519			230		78
Interest on long-term securities purchased under agreements to resell	15,881			15,440		13,544
Interest on deposits with banks	6,233			2,223		973
Total interest income	889,201			777,407		713,052
INTEREST EXPENSE
Interest on deposits:
Savings, interest checking and money market	27,803			17,309		14,366
Certificates of deposit of less than $100,000	3,215			2,645		2,809
Certificates of deposit of $100,000 and over	14,658			10,859		8,545
Interest on federal funds purchased and securities sold under agreements to repurchase	19,655			9,829		3,315
Interest on other borrowings	45			3,086		3,968
Total interest expense	65,376			43,728		33,003
Net interest income	823,825			733,679		680,049
Provision for loan losses	42,694			45,244		36,318
Net interest income after provision for loan losses	781,131			688,435		643,731
NON-INTEREST INCOME
Bank card transaction fees	171,576			155,100		154,043
Trust fees	147,964			135,159		121,795
Deposit account charges and other fees	94,517			90,060		86,394
Capital market fees	7,721			7,996		10,655
Consumer brokerage services	15,807			14,630		13,784
Loan fees and sales	12,723			13,948		11,412
Other	51,033			44,370		48,473
Total non-interest income	501,341			461,263		446,556
INVESTMENT SECURITIES GAINS (LOSSES), NET	(488		)	25,051		(53		)
NON-INTEREST EXPENSE
Salaries and employee benefits	468,194			448,321		427,310
Net occupancy	46,044			45,612		46,290
Equipment	18,125			18,568		19,141
Supplies and communication	20,637			22,790		24,135
Data processing and software	85,978			80,998		79,589
Marketing	20,548			16,325		16,032
Deposit insurance	11,546			13,986		13,327
Community service	2,445			34,377		3,906
Other	64,304			63,366		59,499
Total non-interest expense	737,821			744,343		689,229
Income before income taxes	544,163			430,406		401,005
Less income taxes	105,949			110,506		124,151
Net income	438,214			319,900		276,854
Less non-controlling interest expense	4,672			517		1,463
Net income attributable to Commerce Bancshares, Inc.	433,542			319,383		275,391
Less preferred stock dividends	9,000			9,000		9,000
Net income available to common shareholders	$	424,542		$	310,383	$	266,391
Net income per common share - basic	$	3.79		$	2.77	$	2.38
Net income per common share - diluted	$	3.78		$	2.76	$	2.37

See accompanying notes to consolidated financial statements.

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Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	For the Years Ended December 31
(In thousands)	2018			2017			2016
Net income	$	438,214		$	319,900		$	276,854
Other comprehensive income (loss):
Net unrealized gains (losses) on securities for which a portion of an other-than-temporary impairment has been recorded in earnings	(277		)	412			(341		)
Net unrealized gains (losses) on other securities	(55,631		)	3,022			(22,422		)
Change in pension loss	664			(301		)	1,268
Unrealized gains on cash flow hedge derivatives	6,855			—			—
Other comprehensive income (loss)	(48,389		)	3,133			(21,495		)
Comprehensive income	389,825			323,033			255,359
Less non-controlling interest expense	4,672			517			1,463
Comprehensive income attributable to Commerce Bancshares, Inc.	$	385,153		$	322,516		$	253,896

See accompanying notes to consolidated financial statements.

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Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS



	For the Years Ended December 31
(In thousands)	2018			2017			2016
OPERATING ACTIVITIES
Net income	$	438,214		$	319,900		$	276,854
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	42,694			45,244			36,318
Provision for depreciation and amortization	38,679			39,732			40,929
Amortization of investment security premiums, net	26,224			35,423			31,493
Deferred income tax (benefit) expense	5,336			13,617			(2,059		)
Investment securities (gains) losses, net (A)	488			(25,051		)	53
Net gains on sales of loans held for sale	(6,370		)	(8,008		)	(5,850		)
Proceeds from sales of loans held for sale	208,431			215,373			160,875
Originations of loans held for sale	(203,775		)	(216,064		)	(163,469		)
Net (increase) decrease in trading securities, excluding unsettled transactions	(14,277		)	7,585			73,780
Stock-based compensation	12,841			12,105			11,525
Increase in interest receivable	(4,258		)	(4,459		)	(3,642		)
Increase in interest payable	2,137			38			1,107
Increase (decrease) in income taxes payable	12,288			(27,685		)	4,509
Donation of securities	—			32,036			—
Other changes, net	(5,992		)	(13,259		)	(7,460		)
Net cash provided by operating activities	552,660			426,527			454,963
INVESTING ACTIVITIES
Proceeds from sales of investment securities (A)	708,864			792,380			24,380
Proceeds from maturities/pay downs of investment securities (A)	1,510,985			1,899,640			2,032,397
Purchases of investment securities (A)	(2,090,333		)	(1,853,817		)	(1,988,101		)
Net increase in loans	(200,673		)	(614,849		)	(1,009,523		)
Long-term securities purchased under agreements to resell	(100,000		)	(75,000		)	(250,000		)
Repayments of long-term securities purchased under agreements to resell	100,000			100,000			400,000
Purchases of land, buildings and equipment	(33,294		)	(30,824		)	(24,478		)
Sales of land, buildings and equipment	13,427			3,190			10,112
Net cash provided by (used in) investing activities	(91,024		)	220,720			(805,213		)
FINANCING ACTIVITIES
Net increase (decrease) in non-interest bearing, savings, interest checking and money market deposits	60,278			(15,036		)	782,846
Net increase (decrease) in certificates of deposit	(108,742		)	(474,044		)	243,199
Net increase (decrease) in federal funds purchased and short-term securities sold under agreements to repurchase	449,251			(216,767		)	(239,647		)
Net increase (decrease) in other borrowings	6,944			(100,291		)	(1,769		)
Purchases of treasury stock	(75,231		)	(17,771		)	(39,381		)
Issuance of stock under equity compensation plans	(10		)	(8		)	(6		)
Cash dividends paid on common stock	(100,238		)	(91,619		)	(87,070		)
Cash dividends paid on preferred stock	(9,000		)	(9,000		)	(9,000		)
Net cash provided by (used in) financing activities	223,252			(924,536		)	649,172
Increase (decrease) in cash, cash equivalents and restricted cash	684,888			(277,289		)	298,922
Cash, cash equivalents and restricted cash at beginning of year	524,352			801,641			502,719
Cash, cash equivalents and restricted cash at end of year	$	1,209,240		$	524,352		$	801,641
Income tax payments, net	$	84,172		$	120,744		$	119,596
Interest paid on deposits and borrowings	63,239			43,690			31,896
Loans transferred to foreclosed real estate	1,551			2,063			1,122
Loans transferred from held for investment to held for sale, net	—			—			42,688

(A) Available for sale debt securities, equity securities, and other securities.

See accompanying notes to consolidated financial statements.

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Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY



			Commerce Bancshares, Inc. Shareholders
(In thousands, except per share data)	Preferred Stock		Common Stock		Capital Surplus			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Non-Controlling Interest			Total
Balance, December 31, 2015	$	144,784	$	489,862	$	1,337,677		$	383,313		$	(26,116	)	$	32,470		$	5,428		$	2,367,418
Net income								275,391									1,463			276,854
Other comprehensive loss														(21,495		)				(21,495		)
Distributions to non-controlling interest																	(1,542		)	(1,542		)
Purchases of treasury stock											(39,381		)							(39,381		)
Cash dividends paid on common stock ($.777 per share)								(87,070		)										(87,070		)
Cash dividends paid on preferred stock ($1.500 per depositary share)								(9,000		)										(9,000		)
Excess tax benefit related to equity compensation plans					3,390															3,390
Stock-based compensation					11,525															11,525
Issuance under stock purchase and equity compensation plans					(15,810		)				16,721									911
5% stock dividend, net			20,153		215,672			(269,785		)	33,482									(478		)
Balance, December 31, 2016	144,784		510,015		1,552,454			292,849			(15,294		)	10,975			5,349			2,501,132
Adoption of ASU 2016-09					3,441			(2,144		)										1,297
Net income								319,383									517			319,900
Other comprehensive income														3,133						3,133
Distributions to non-controlling interest																	(1,293		)	(1,293		)
Sale of non-controlling interest of subsidiary					2,950												(2,949		)	1
Purchases of treasury stock											(17,771		)							(17,771		)
Cash dividends paid on common stock ($.816 per share)								(91,619		)										(91,619		)
Cash dividends paid on preferred stock ($1.500 per depositary share)								(9,000		)										(9,000		)
Stock-based compensation					12,105															12,105
Issuance under stock purchase and equity compensation plans					(17,734		)				18,592									858
5% stock dividend, net			25,392		262,144			(288,095		)										(559		)
Balance, December 31, 2017	144,784		535,407		1,815,360			221,374			(14,473		)	14,108			1,624			2,718,184
Adoption of ASU 2018-02								(2,932		)				2,932						—
Adoption of ASU 2016-01								33,320						(33,320		)				—
Net income								433,542									4,672			438,214
Other comprehensive loss														(48,389		)				(48,389		)
Distributions to non-controlling interest																	(445		)	(445		)
Purchases of treasury stock											(75,231		)							(75,231		)
Cash dividends paid on common stock ($.895 per share)								(100,238		)										(100,238		)
Cash dividends paid on preferred stock ($1.500 per depositary share)								(9,000		)										(9,000		)
Stock-based compensation					12,841															12,841
Issuance under stock purchase and equity compensation plans					(21,632		)				23,424									1,792
5% stock dividend, net			24,025		278,255			(334,903		)	32,044									(579		)
Balance, December 31, 2018	$	144,784	$	559,432	$	2,084,824		$	241,163		$	(34,236	)	$	(64,669	)	$	5,851		$	2,937,149

See accompanying notes to consolidated financial statements.

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Commerce Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Nature of Operations

Commerce Bancshares, Inc. and its subsidiaries (the Company) conducts its principal activities from approximately 320 branch and ATM locations throughout Missouri, Illinois, Kansas, Oklahoma and Colorado. Principal activities include retail and commercial banking, investment management, securities brokerage, mortgage banking, credit related insurance and private equity investment activities. The Company also maintains commercial banking offices in Dallas, Houston, Cincinnati, Nashville, Des Moines, Indianapolis, and Grand Rapids.

Basis of Presentation

The Company follows accounting principles generally accepted in the United States of America (GAAP) and reporting practices applicable to the banking industry. The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and notes. These estimates are based on information available to management at the time the estimates are made. While the consolidated financial statements reflect management’s best estimates and judgments, actual results could differ from those estimates. The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries (after elimination of all material intercompany balances and transactions). Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no effect on net income or total assets. Management has evaluated subsequent events for potential recognition or disclosure through the date these consolidated financial statements were issued.

The Company, in the normal course of business, engages in a variety of activities that involve variable interest entities (VIEs). A VIE is a legal entity that lacks equity investors or whose equity investors do not have a controlling financial interest in the entity through their equity investments. However, an enterprise is deemed to have a controlling financial interest and is the primary beneficiary of a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. An enterprise that is the primary beneficiary must consolidate the VIE. The Company’s interests in VIEs are evaluated to determine if the Company is the primary beneficiary both at inception and when there is a change in circumstances that requires a reconsideration.

The Company is considered to be the primary beneficiary in a rabbi trust related to a deferred compensation plan offered to certain employees. The assets and liabilities of this trust, which are included in the accompanying consolidated balance sheets, are not significant. The Company also has variable interests in certain entities in which it is not the primary beneficiary. These entities are not consolidated. These interests include affordable housing limited partnership interests, holdings in its investment portfolio of various asset and mortgage-backed bonds that are issued by securitization trusts, and managed discretionary trust assets that are not included in the accompanying consolidated balance sheets.

Cash, Cash Equivalents and Restricted Cash

In the accompanying consolidated statements of cash flows, cash and cash equivalents include “Cash and due from banks”, “Federal funds sold and short-term securities purchased under agreements to resell”, and “Interest earning deposits with banks” as segregated in the accompanying consolidated balance sheets. Restricted cash is comprised of cash collateral on deposit with another financial institution to secure interest rate swap transactions. Restricted cash is included in other assets in the consolidated balance sheets and totaled $8.2 million and $12.5 million at December 31, 2018 and 2017 , respectively.

Regulations of the Federal Reserve System require cash balances to be maintained at the Federal Reserve Bank, based on certain deposit levels. The minimum reserve requirement for the Bank at December 31, 2018 totaled $228.3 million . Other interest earning cash balances held at the Federal Reserve Bank totaled $689.9 million .

Loans and Related Earnings

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal balances, net of undisbursed loan proceeds, the allowance for loan losses, and any deferred fees and costs on originated loans. Origination fee income received on loans and amounts representing the estimated direct costs of origination are deferred and amortized to interest income over the life of the loan using the interest method.

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Interest on loans is accrued based upon the principal amount outstanding. Interest income is recognized primarily on the level yield method. Loan and commitment fees, net of costs, are deferred and recognized in income over the term of the loan or commitment as an adjustment of yield. Annual fees charged on credit card loans are capitalized to principal and amortized over 12 months to loan fees and sales. Other credit card fees, such as cash advance fees and late payment fees, are recognized in income as an adjustment of yield when charged to the cardholder’s account.

Non-Accrual Loans

Loans are placed on non-accrual status when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment. Business, construction real estate, business real estate, and personal real estate loans that are contractually 90 days past due as to principal and/or interest payments are generally placed on non-accrual, unless they are both well-secured and in the process of collection. Consumer, revolving home equity and credit card loans are exempt under regulatory rules from being classified as non-accrual. When a loan is placed on non-accrual status, any interest previously accrued but not collected is reversed against current income, and the loan is charged off to the extent uncollectible. Principal and interest payments received on non-accrual loans are generally applied to principal. Interest is included in income only after all previous loan charge-offs have been recovered and is recorded only as received. The loan is returned to accrual status only when the borrower has brought all past due principal and interest payments current, and, in the opinion of management, the borrower has demonstrated the ability to make future payments of principal and interest as scheduled. A six month history of sustained payment performance is generally required before reinstatement of accrual status.

Troubled Debt Restructurings

A loan is accounted for as a troubled debt restructuring if the Company, for economic or legal reasons related to the borrowers’ financial difficulties, grants a concession to the borrower that it would not otherwise consider. A troubled debt restructuring typically involves (1) modification of terms such as a reduction of the stated interest rate, loan principal, or accrued interest, (2) a loan renewal at a stated interest rate lower than the current market rate for a new loan with similar risk, or (3) debt that was not reaffirmed in bankruptcy. Business, business real estate, construction real estate and personal real estate troubled debt restructurings with impairment charges are placed on non-accrual status. The Company measures the impairment loss of a troubled debt restructuring in the same manner as described below. Troubled debt restructurings which are performing under their contractual terms continue to accrue interest which is recognized in current earnings.

Impaired Loans

Loans are evaluated regularly by management for impairment. Included in impaired loans are all non-accrual loans, as well as loans that have been classified as troubled debt restructurings. Once a loan has been identified as impaired, impairment is measured based on either the present value of the expected future cash flows at the loan’s initial effective interest rate or the fair value of the collateral if collateral dependent. Factors considered in determining impairment include delinquency status, cash flow analysis, credit analysis, and collateral value and availability.

Loans Held For Sale

Loans held for sale include student loans and certain fixed rate residential mortgage loans. These loans are typically classified as held for sale upon origination based upon management's intent to sell the production of these loans. The student loans are carried at the lower of aggregate cost or fair value, and their fair value is determined based on sale contract prices. The mortgage loans are carried at fair value under the elected fair value option. Their fair value is based on secondary market prices for loans with similar characteristics, including an adjustment for embedded servicing value. Changes in fair value and gains and losses on sales are included in loan fees and sales. Deferred fees and costs related to these loans are not amortized but are recognized as part of the cost basis of the loan at the time it is sold. Interest income related to loans held for sale is accrued based on the principal amount outstanding and the loan's contractual interest rate.

Occasionally, other types of loans may be classified as held for sale in order to manage credit concentration. These loans are carried at the lower of cost or fair value with gains and losses on sales recognized in loan fees and sales.

Allowance/Provision for Loan Losses

The allowance for loan losses is maintained at a level believed to be appropriate by management to provide for probable loan losses inherent in the portfolio as of the balance sheet date, including losses on known or anticipated problem loans as well as for loans which are not currently known to require specific allowances. Management has established a process to determine the amount of the allowance for loan losses which assesses the risks and losses inherent in its portfolio. Business, construction real estate and business real estate loans are normally larger and more complex, and their collection rates are harder to predict. These loans are more likely to be collateral dependent and are allocated a larger reserve, due to their potential volatility. Personal real

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estate, credit card, consumer and revolving home equity loans are individually smaller and perform in a more homogenous manner, making loss estimates more predictable. Management’s process provides an allowance consisting of a specific allowance component based on certain individually evaluated loans and a general component based on estimates of reserves needed for pools of loans.

Loans subject to individual evaluation generally consist of business, construction real estate, business real estate and personal real estate loans on non-accrual status. These impaired loans are evaluated individually for the impairment of repayment potential and collateral adequacy. Other impaired loans identified as performing troubled debt restructurings are collectively evaluated because they have similar risk characteristics. Loans which have not been identified as impaired are segregated by loan type and sub-type and are collectively evaluated. Reserves calculated for these loan pools are estimated using a consistent methodology that considers historical loan loss experience by loan type, loss emergence periods, delinquencies, current economic factors, loan risk ratings and industry concentrations.

The Company’s estimate of the allowance for loan losses and the corresponding provision for loan losses is based on various judgments and assumptions made by management. The amount of the allowance for loan losses is influenced by several qualitative factors which include collateral valuation, evaluation of performance and status, current loan portfolio composition and characteristics, trends in delinquencies, portfolio risk ratings, levels of non-performing assets, and prevailing regional and national economic and business conditions.

The estimates, appraisals, evaluations, and cash flows utilized by management may be subject to frequent adjustments due to changing economic prospects of borrowers or properties. These estimates are reviewed periodically and adjustments, if necessary, are recorded in the provision for loan losses in the periods in which they become known.

Loans, or portions of loans, are charged off to the extent deemed uncollectible. Loan charge-offs reduce the allowance for loan losses, and recoveries of loans previously charged off are added back to the allowance. Business, business real estate, construction real estate and personal real estate loans are generally charged down to estimated collectible balances when they are placed on non-accrual status. Consumer loans and related accrued interest are normally charged down to the fair value of related collateral (or are charged off in full if no collateral) once the loans are more than 120 days delinquent. Credit card loans are charged off against the allowance for loan losses when the receivable is more than 180 days past due. The interest and fee income previously capitalized but not collected on credit card charge-offs is reversed against interest income.

Operating, Direct Financing and Sales Type Leases

The net investment in direct financing and sales type leases is included in loans on the Company’s consolidated balance sheets and consists of the present values of the sum of the future minimum lease payments and estimated residual value of the leased asset. Revenue consists of interest earned on the net investment and is recognized over the lease term as a constant percentage return thereon. The net investment in operating leases is included in other assets on the Company’s consolidated balance sheets. It is carried at cost, less the amount depreciated to date. Depreciation is recognized on a straight-line basis over the lease term to the estimated residual value. Operating lease revenue consists of the contractual lease payments and is recognized over the lease term in other non-interest income. Estimated residual values are established at lease inception utilizing contract terms, past customer experience, and general market data and are reviewed and adjusted, if necessary, on an annual basis.

Investments in Debt and Equity Securities

The majority of the Company's investment portfolio is comprised of debt securities which are classified as available for sale. From time to time, the Company sells securities and utilizes the proceeds to reduce borrowings, fund loan growth, or modify its interest rate profile. Securities classified as available for sale are carried at fair value. Changes in fair value, excluding certain losses associated with other-than-temporary impairment (OTTI), are reported in other comprehensive income (loss), a component of stockholders’ equity. Securities are periodically evaluated for OTTI in accordance with guidance provided in ASC 320-10-35. For securities with OTTI, the entire loss in fair value is required to be recognized in current earnings if the Company intends to sell the securities or believes it likely that it will be required to sell the security before the anticipated recovery. If neither condition is met, but the Company does not expect to recover the amortized cost basis, the Company determines whether a credit loss has occurred, and the loss is then recognized in current earnings. The noncredit-related portion of the overall loss is reported in other comprehensive income (loss). Gains and losses realized upon sales of securities are calculated using the specific identification method and are included in investment securities gains (losses), net, in the consolidated statements of income. Purchase premiums and discounts are amortized to interest income using a level yield method over the estimated lives of the securities. For mortgage and asset-backed securities, prepayment experience is evaluated quarterly to determine the appropriate estimate of the future rate of prepayment. When a change in a bond's estimated remaining life is necessary, a corresponding adjustment is made in the related amortization of premium or discount accretion.

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Equity securities include common and preferred stock with readily determinable fair values. These are also carried at fair value. Prior to January 1, 2018, changes in fair value were recorded in other comprehensive income. The Company's adoption of ASU 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities", effective January 1, 2018, required that all subsequent changes in fair value be recorded in current earnings. The adoption also required a reclassification of the unrealized gain in fair value on equity securities (recorded in accumulated other comprehensive income at December 31, 2017) to retained earnings. The amount of this reclassification was $33.3 million , net of tax.

Certain equity securities do not have readily determinable fair values. The Company has elected under ASU 2016-01 to measure these at cost minus impairment, if any, plus or minus changes resulting from observable price changes for the identical or similar investment of the same issuer. The Company has not recorded any impairment or other adjustments to the carrying amount of these investments.

Other securities include Federal Reserve Bank stock and Federal Home Loan Bank stock, which are held for debt and regulatory purposes. They are carried at cost and periodically evaluated for other-than-temporary impairment. Also included are investments in portfolio concerns held by the Company’s private equity subsidiaries, which consist of both debt and equity instruments. Private equity investments are carried at fair value in accordance with ASC 946-10-15, with changes in fair value reported in current earnings. In the absence of readily ascertainable market values, fair value is estimated using internally developed methods. Changes in fair value which are recognized in current earnings and gains and losses from sales are included in investment securities gains (losses), net in the consolidated statements of income.

Trading account securities, which are debt securities bought and held principally for the purpose of resale in the near term, are carried at fair value. Gains and losses, both realized and unrealized, are recorded in non-interest income.

Purchases and sales of securities are recognized on a trade date basis. A receivable or payable is recognized for pending transaction settlements.

Securities Purchased under Agreements to Resell and Securities Sold under Agreements to Repurchase

Securities purchased under agreements to resell and securities sold under agreements to repurchase are treated as collateralized financing transactions, not as purchases and sales of the underlying securities. The agreements are recorded at the amount of cash advanced or received.

The Company periodically enters into securities purchased under agreements to resell with large financial institutions. Securities pledged by the counterparties to secure these agreements are delivered to a third party custodian.

Securities sold under agreements to repurchase are a source of funding to the Company and are offered to cash management customers as an automated, collateralized investment account. From time to time, securities sold may also be used by the Bank to obtain additional borrowed funds at favorable rates. These borrowings are secured by a portion of the Company's investment security portfolio and delivered either to the dealer custody account at the FRB or to the applicable counterparty.

The fair value of collateral either received from or provided to a counterparty is monitored daily, and additional collateral is obtained, returned, or provided by the Company in order to maintain full collateralization for these transactions.

As permitted by current accounting guidance, the Company offsets certain securities purchased under agreements to resell against securities sold under agreements to repurchase in its balance sheet presentation. These agreements are further discussed in Note 19, Resale and Repurchase Agreements.

Land, Buildings and Equipment

Land is stated at cost, and buildings and equipment are stated at cost, including capitalized interest when appropriate, less accumulated depreciation. Depreciation is computed using a straight-line method, utilizing estimated useful lives; generally 30 years for buildings, 10 years for building improvements, and 3 to 10 years for equipment. Leasehold improvements are amortized over the shorter of 10 years or the remaining lease term. Maintenance and repairs are charged to non-interest expense as incurred.

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Foreclosed Assets

Foreclosed assets consist of property that has been repossessed and is comprised of commercial and residential real estate and other non-real estate property, including auto and recreational and marine vehicles. The assets are initially recorded at fair value less estimated selling costs, establishing a new cost basis. Initial valuation adjustments are charged to the allowance for loan losses. Fair values are estimated primarily based on appraisals, third-party price opinions, or internally developed pricing models. After initial recognition, fair value estimates are updated periodically. Declines in fair value below cost are recognized through valuation allowances which may be reversed when supported by future increases in fair value. These valuation adjustments, in addition to gains and losses realized on sales and net operating expenses, are recorded in other non-interest expense.

Goodwill and Intangible Assets

Goodwill is not amortized but is assessed for impairment on an annual basis or more frequently in certain circumstances. When testing for goodwill impairment, the Company may initially perform a qualitative assessment. Based on the results of this qualitative assessment, if the Company concludes it is more likely than not that a reporting unit's fair value is less than its carrying amount, a quantitative analysis is performed. Quantitative valuation methodologies include a combination of formulas using current market multiples, based on recent sales of financial institutions within the Company's geographic marketplace. If the fair value of a reporting unit is less than the carrying amount, additional analysis is required to measure the amount of impairment. The Company has not recorded impairment resulting from goodwill impairment tests. However, adverse changes in the economic environment, operations of the reporting unit, or other factors could result in a decline in fair value.

Intangible assets that have finite useful lives, such as core deposit intangibles and mortgage servicing rights, are amortized over their estimated useful lives. Core deposit intangibles are amortized over periods of 8 to 14 years, representing their estimated lives, using accelerated methods. Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income, considering appropriate prepayment assumptions. Core deposit intangibles are reviewed for impairment whenever events or changes in circumstances indicate their carrying amount may not be recoverable. Impairment is indicated if the sum of the undiscounted estimated future net cash flows is less than the carrying value of the intangible asset. Mortgage servicing rights, while initially recorded at fair value, are subsequently amortized and carried at the lower of the initial capitalized amount (net of accumulated amortization), or estimated fair value. The Company evaluates its mortgage servicing rights for impairment on a quarterly basis, using estimated prepayment speeds of the underlying mortgage loans serviced and stratifications based on the risk characteristics of the underlying loans. A valuation allowance has been established, through a charge to earnings, to the extent the amortized cost exceeds the estimated fair value. However, the Company has not recorded other-than-temporary impairment losses on either of these types of intangible assets.

Income Taxes

Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income taxes are provided for temporary differences between the financial reporting bases and income tax bases of the Company’s assets and liabilities, net operating losses, and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income when such assets and liabilities are anticipated to be settled or realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as tax expense or benefit in the period that includes the enactment date of the change. In determining the amount of deferred tax assets to recognize in the financial statements, the Company evaluates the likelihood of realizing such benefits in future periods. A valuation allowance is established if it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company recognizes interest and penalties related to income taxes within income tax expense in the consolidated statements of income.

The Company and its eligible subsidiaries file a consolidated federal income tax return. State and local income tax returns are filed on a combined, consolidated or separate return basis based upon each jurisdiction’s laws and regulations.

In December 2017, tax reform legislation was enacted which changed the maximum corporate tax rate for years 2018 and beyond. As such, deferred tax assets and liabilities were revalued in 2017 to account for the change in future tax rates. Additional information about current and deferred income taxes is provided in Note 8, Income Taxes.

Non-Interest Income

Non-interest income is mainly comprised of revenue from contracts with customers. For that revenue (excluding certain revenue associated with financial instruments, derivative and hedging instruments, guarantees, lease contracts, transferring and servicing of financial assets, and other specific revenue transactions), the Company applies the following five-step approach when recognizing revenue: (i) identify the contract with the customer, (ii) identify the performance obligations, (iii) determine the

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transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the performance obligation is satisfied. The Company’s contracts with customers are generally short term in nature, with a duration of one year or less, and most contracts are cancellable by either the Company or its customer without penalty. Performance obligations for customer contracts are generally satisfied at a single point in time, typically when the transaction is complete and the customer has received the goods or service, or over time. For performance obligations satisfied over time, the Company recognizes the value of the goods or services transferred to the customer when the performance obligations have been transferred and received by the customer. Payments for satisfied performance obligations are typically due when or as the goods or services are completed, or shortly thereafter, which usually occurs within a single financial reporting period.

In situations where payment is made before the performance obligation is satisfied, the fees are deferred until the performance obligations pertaining to those goods or services are completed. In cases where payment has not been received despite satisfaction of its performance obligations, the Company accrues an estimate of the amount due in the period that the performance obligations have been satisfied. For contracts with variable components, the Company only recognizes revenue to the extent that it is probable that the cumulative amount recognized will not be subject to a significant reversal in future periods. Generally, the Company’s contracts do not include terms that require significant judgment to determine whether a variable component is included within the transaction price. The Company generally acts in a principal capacity, on its own behalf, in most of its contracts with customers. For these transactions, revenue and the related costs to provide the goods or services are presented on a gross basis in the financial statements. In some cases, the Company acts in an agent capacity, deriving revenue through assisting third parties in transactions with the Company’s customers. In such transactions, revenue and the related costs to provide services is presented on a net basis in the financial statements. These transactions primarily relate to fees earned from bank card and related network and rewards costs and the sales of annuities and certain limited insurance products.

Derivatives

Most of the Company's derivative contracts are accounted for as free-standing instruments. These instruments are carried at fair value, and changes in fair value are recognized in current earnings. They include interest rate swaps and caps, which are offered to customers to assist in managing their risks of adverse changes in interest rates. Each contract between the Company and a customer is offset by a contract between the Company and an institutional counterparty, thus minimizing the Company's exposure to rate changes. The Company also enters into certain contracts, known as credit risk participation agreements, to buy or sell credit protection on specific interest rate swaps. It also purchases and sells forward foreign exchange contracts, either in connection with customer transactions, or for its own trading purposes. In 2015, the Company began an origination and sales program of certain personal real estate mortgages. Derivative instruments under this program include mortgage loan commitments, forward loan sale contracts, and forward contracts to sell certain to-be-announced (TBA) securities.

The Company's interest rate risk management policy permits the use of hedge accounting for derivatives, and in 2018 the Company entered into interest rate floor contracts as protection from the potential for declining interest rates in the commercial loan portfolio. These floors were designated and qualified as cash flow hedges. In a cash flow hedge, the changes in fair value are recorded in accumulated other comprehensive income and recognized in the income statement when the hedged cash flows affect earnings. Both at hedge inception and on an ongoing basis, the Company assesses whether the interest rate floors used in the hedging relationships are highly effective in offsetting changes in the cash flows of the hedged items.

The Company has master netting arrangements with various counterparties but does not offset derivative assets and liabilities under these arrangements in its consolidated balance sheets. However, interest rate swaps that are executed under central clearing requirements are presented net of variation margin as mandated by the statutory terms of the Company's contract with its clearing counterparty.

Additional information about derivatives held by the Company and valuation methods employed is provided in Note 16, Fair Value Measurements and Note 18, Derivative Instruments.

Pension Plan

The Company’s pension plan is described in Note 9, Employee Benefit Plans. Historically, the Company has reported all components of net periodic pension cost in salaries and employee benefits in its consolidated statements of income. Upon the adoption of ASU 2017-07 "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost", in 2018, only the service cost component of net periodic pension cost is reported in salaries and employee benefits in the accompanying consolidated statements of income, while the other components are reported in other non-interest expense. The funded status of the plan is recognized as an asset or liability in the consolidated balance sheets, and changes in that funded status are recognized in the year in which the changes occur through other comprehensive income. Plan assets and benefit obligations are measured as of the fiscal year end of the plan. The measurement of the projected benefit obligation and pension expense involve actuarial valuation methods and the use of various actuarial and economic assumptions. The Company monitors the assumptions

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and updates them periodically. Due to the long-term nature of the pension plan obligation, actual results may differ significantly from estimations. Such differences are adjusted over time as the assumptions are replaced by facts and values are recalculated.

Stock-Based Compensation

The Company’s stock-based employee compensation plan is described in Note 10, Stock-Based Compensation and Directors Stock Purchase Plan. In accordance with the requirements of ASC 718-10-30-3 and 35-2, the Company measures the cost of stock-based compensation based on the grant-date fair value of the award, recognizing the cost over the requisite service period, which is generally the vesting period. The fair value of an option award is estimated using the Black-Scholes option-pricing model while the fair value of a nonvested stock award is the common stock (CBSH) market price. The expense recognized for stock-based compensation is included in salaries and benefits in the accompanying consolidated statements of income. In periods prior to 2017, expense was reduced for estimated forfeitures over the vesting period and adjusted for actual forfeitures as they occurred. Effective January 1, 2017, the Company elected to recognize forfeitures as a reduction to expense only when they have occurred, as allowed under the provisions of ASU 2016-09. The effect of this change, which was recognized as a cumulative-effect adjustment on January 1, 2017, increased equity and increased deferred tax assets by approximately $1.3 million .

Treasury Stock

Purchases of the Company’s common stock are recorded at cost. Upon re-issuance for acquisitions, exercises of stock-based awards or other corporate purposes, treasury stock is reduced based upon the average cost basis of shares held.

Income per Share

Basic income per share is computed using the weighted average number of common shares outstanding during each year. Diluted income per share includes the effect of all dilutive potential common shares (primarily stock appreciation rights) outstanding during each year. The Company applies the two-class method of computing income per share. The two-class method is an earnings allocation formula that determines income per share for common stock and for participating securities, according to dividends declared and participation rights in undistributed earnings. The Company’s nonvested stock awards are considered to be a class of participating security. All per share data has been restated to reflect the 5% stock dividend distributed in December 2018 .

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2. Loans and Allowance for Loan Losses

Major classifications within the Company’s held for investment loan portfolio at December 31, 2018 and 2017 are as follows:



(In thousands)	2018		2017
Commercial:
Business	$	5,106,427	$	4,958,554
Real estate — construction and land	869,659		968,820
Real estate — business	2,875,788		2,697,452
Personal Banking:
Real estate — personal	2,127,083		2,062,787
Consumer	1,955,572		2,104,487
Revolving home equity	376,399		400,587
Consumer credit card	814,134		783,864
Overdrafts	15,236		7,123
Total loans	$	14,140,298	$	13,983,674

Loans to directors and executive officers of the Parent and the Bank, and to their affiliates, are summarized as follows:



(In thousands)
Balance at January 1, 2018	$	47,225
Additions	127,253
Amounts collected	(128,540		)
Amounts written off	—
Balance, December 31, 2018	$	45,938

Management believes all loans to directors and executive officers have been made in the ordinary course of business with normal credit terms, including interest rate and collateral considerations, and do not represent more than a normal risk of collection. The activity in the table above includes draws and repayments on several lines of credit with business entities. There were no outstanding loans at December 31, 2018 to principal holders (over 10% ownership) of the Company’s common stock.

The Company’s lending activity is generally centered in Missouri, Illinois, Kansas and other nearby states including Oklahoma, Colorado, Iowa, Ohio, Texas, and others. The Company maintains a diversified portfolio with limited industry concentrations of credit risk. Loans and loan commitments are extended under the Company’s normal credit standards, controls, and monitoring features. Most loan commitments are short or intermediate term in nature. Commercial loan maturities generally range from one to seven years. Collateral is commonly required and would include such assets as marketable securities and cash equivalent assets, accounts receivable and inventory, equipment, other forms of personal property, and real estate. At December 31, 2018 , unfunded loan commitments totaled $11.2 billion (which included $5.3 billion in unused approved lines of credit related to credit card loan agreements) which could be drawn by customers subject to certain review and terms of agreement. At December 31, 2018 , loans totaling $3.7 billion were pledged at the FHLB as collateral for borrowings and letters of credit obtained to secure public deposits. Additional loans of $1.6 billion were pledged at the Federal Reserve Bank as collateral for discount window borrowings.

The Company has a net investment in direct financing and sales type leases to commercial and industrial and tax-exempt entities of $752.2 million and $737.7 million at December 31, 2018 and 2017 , respectively, which is included in business loans on the Company’s consolidated balance sheets. This investment includes deferred income of $62.6 million and $52.1 million at December 31, 2018 and 2017 , respectively. The net investment in operating leases amounted to $16.1 million and $17.4 million at December 31, 2018 and 2017 , respectively, and is included in other assets on the Company’s consolidated balance sheets.

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Allowance for loan losses

A summary of the activity in the allowance for losses during the previous three years follows:



(In thousands)	Commercial			Personal Banking		Total
Balance at December 31, 2015	$	82,086		$	69,446	$	151,532
Provision for loan losses	4,898			31,420		36,318
Deductions:
Loans charged off	3,258			47,720		50,978
Less recoveries	7,635			11,425		19,060
Net loans charged off (recoveries)	(4,377		)	36,295		31,918
Balance at December 31, 2016	91,361			64,571		155,932
Provision for loan losses	2,327			42,917		45,244
Deductions:
Loans charged off	2,538			52,641		55,179
Less recoveries	2,554			10,981		13,535
Net loans charged off (recoveries)	(16		)	41,660		41,644
Balance at December 31, 2017	93,704			65,828		159,532
Provision for loan losses	254			42,440		42,694
Deductions:
Loans charged off	3,164			52,657		55,821
Less recoveries	2,075			11,452		13,527
Net loans charged off (recoveries)	1,089			41,205		42,294
Balance at December 31, 2018	$	92,869		$	67,063	$	159,932

The following table shows the balance in the allowance for loan losses and the related loan balance at December 31, 2018 and 2017 , disaggregated on the basis of impairment methodology. Impaired loans evaluated under ASC 310-10-35 include loans on non-accrual status which are individually evaluated for impairment and other impaired loans deemed to have similar risk characteristics, which are collectively evaluated. All other loans are collectively evaluated for impairment under ASC 450-20.



	Impaired Loans				All Other Loans
(In thousands)	Allowance for Loan Losses		Loans Outstanding		Allowance for Loan Losses		Loans Outstanding
December 31, 2018
Commercial	$	1,780	$	61,496	$	91,089	$	8,790,378
Personal Banking	916		17,120		66,147		5,271,304
Total	$	2,696	$	78,616	$	157,236	$	14,061,682
December 31, 2017
Commercial	$	3,067	$	92,613	$	90,637	$	8,532,213
Personal Banking	1,176		22,182		64,652		5,336,666
Total	$	4,243	$	114,795	$	155,289	$	13,868,879

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Impaired loans

The table below shows the Company’s investment in impaired loans at December 31, 2018 and 2017 . These loans consist of all loans on non-accrual status and other restructured loans whose terms have been modified and classified as troubled debt restructurings under current accounting guidance. These restructured loans are performing in accordance with their modified terms, and because the Company believes it probable that all amounts due under the modified terms of the agreements will be collected, interest on these loans is being recognized on an accrual basis. They are discussed further in the "Troubled debt restructurings" section on page 78.



(In thousands)	2018		2017
Non-accrual loans	$	12,536	$	11,983
Restructured loans (accruing)	66,080		102,812
Total impaired loans	$	78,616	$	114,795

The following table provides additional information about impaired loans held by the Company at December 31, 2018 and 2017 , segregated between loans for which an allowance for credit losses has been provided and loans for which no allowance has been provided.



(In thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance
December 31, 2018
With no related allowance recorded:
Business	$	8,725	$	14,477	$	—
	$	8,725	$	14,477	$	—
With an allowance recorded:
Business	$	40,286	$	40,582	$	1,223
Real estate – construction and land	416		421		11
Real estate – business	12,069		12,699		546
Real estate – personal	4,461		6,236		266
Consumer	5,510		5,510		38
Revolving home equity	40		40		1
Consumer credit card	7,109		7,109		611
	$	69,891	$	72,597	$	2,696
Total	$	78,616	$	87,074	$	2,696
December 31, 2017
With no related allowance recorded:
Business	$	5,356	$	9,000	$	—
Real estate – business	1,299		1,303		—
Consumer	779		817		—
	$	7,434	$	11,120	$	—
With an allowance recorded:
Business	$	72,589	$	73,168	$	2,455
Real estate – construction and land	837		841		27
Real estate – business	12,532		13,071		585
Real estate – personal	9,126		11,914		532
Consumer	5,388		5,426		67
Revolving home equity	204		204		11
Consumer credit card	6,685		6,685		566
	$	107,361	$	111,309	$	4,243
Total	$	114,795	$	122,429	$	4,243

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Total average impaired loans during 2018 and 2017 are shown in the table below.



	2018						2017
(In thousands)	Commercial		Personal Banking		Total		Commercial		Personal Banking		Total
Average impaired loans:
Non-accrual loans	$	7,619	$	2,122	$	9,741	$	9,658	$	3,989	$	13,647
Restructured loans (accruing)	73,261		16,526		89,787		49,070		17,539		66,609
Total	$	80,880	$	18,648	$	99,528	$	58,728	$	21,528	$	80,256

The table below shows interest income recognized during the years ended December 31, 2018 , 2017 and 2016 for impaired loans held at the end of each respective period. This interest relates to accruing restructured loans, as discussed previously.



	Years Ended December 31
(In thousands)	2018		2017		2016
Interest income recognized on impaired loans:
Business	$	2,219	$	3,135	$	1,064
Real estate – construction and land	25		41		2
Real estate – business	558		514		171
Real estate – personal	139		402		152
Consumer	305		307		339
Revolving home equity	3		10		31
Consumer credit card	746		673		722
Total	$	3,995	$	5,082	$	2,481

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Delinquent and non-accrual loans

The following table provides aging information on the Company’s past due and accruing loans, in addition to the balances of loans on non-accrual status, at December 31, 2018 and 2017 .



(In thousands)	Current or Less Than 30 Days Past Due		30 – 89 Days Past Due		90 Days Past Due and Still Accruing		Non-accrual		Total
December 31, 2018
Commercial:
Business	$	5,086,912	$	10,057	$	473	$	8,985	$	5,106,427
Real estate – construction and land	867,692		1,963		—		4		869,659
Real estate – business	2,867,347		6,704		22		1,715		2,875,788
Personal Banking:
Real estate – personal	2,118,045		6,041		1,165		1,832		2,127,083
Consumer	1,916,320		35,608		3,644		—		1,955,572
Revolving home equity	374,830		875		694		—		376,399
Consumer credit card	792,334		11,140		10,660		—		814,134
Overdrafts	14,937		299		—		—		15,236
Total	$	14,038,417	$	72,687	$	16,658	$	12,536	$	14,140,298
December 31, 2017
Commercial:
Business	$	4,949,148	$	3,085	$	374	$	5,947	$	4,958,554
Real estate – construction and land	967,321		1,473		21		5		968,820
Real estate – business	2,694,234		482		—		2,736		2,697,452
Personal Banking:
Real estate – personal	2,050,787		6,218		3,321		2,461		2,062,787
Consumer	2,067,025		32,674		3,954		834		2,104,487
Revolving home equity	397,349		1,962		1,276		—		400,587
Consumer credit card	764,568		10,115		9,181		—		783,864
Overdrafts	6,840		283		—		—		7,123
Total	$	13,897,272	$	56,292	$	18,127	$	11,983	$	13,983,674

Credit quality

The following table provides information about the credit quality of the Commercial loan portfolio, using the Company’s internal rating system as an indicator. The internal rating system is a series of grades reflecting management’s risk assessment, based on its analysis of the borrower’s financial condition. The “pass” category consists of a range of loan grades that reflect increasing, though still acceptable, risk. Movement of risk through the various grade levels in the “pass” category is monitored for early identification of credit deterioration. The “special mention” rating is attached to loans where the borrower exhibits material negative financial trends due to borrower specific or systemic conditions that, if left uncorrected, threaten its capacity to meet its debt obligations. The borrower is believed to have sufficient financial flexibility to react to and resolve its negative financial situation. It is a transitional grade that is closely monitored for improvement or deterioration. The “substandard” rating is applied to loans where the borrower exhibits well-defined weaknesses that jeopardize its continued performance and are of a severity that the distinct possibility of default exists. Loans are placed on “non-accrual” when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment, as discussed in Note 1.

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	Commercial Loans
(In thousands)	Business		Real Estate -Construction		Real Estate - Business		Total
December 31, 2018
Pass	$	4,915,042	$	866,527	$	2,777,374	$	8,558,943
Special mention	84,391		1,917		51,845		138,153
Substandard	98,009		1,211		44,854		144,074
Non-accrual	8,985		4		1,715		10,704
Total	$	5,106,427	$	869,659	$	2,875,788	$	8,851,874
December 31, 2017
Pass	$	4,740,013	$	955,499	$	2,593,005	$	8,288,517
Special mention	59,177		10,614		50,577		120,368
Substandard	153,417		2,702		51,134		207,253
Non-accrual	5,947		5		2,736		8,688
Total	$	4,958,554	$	968,820	$	2,697,452	$	8,624,826

The credit quality of Personal Banking loans is monitored primarily on the basis of aging/delinquency, and this information is provided in the table in the above section on "Delinquent and non-accrual loans" . In addition, FICO scores are obtained and updated on a quarterly basis for most of the loans in the Personal Banking portfolio. The bank normally obtains a FICO score at the loan's origination and renewal dates, and updates are obtained on a quarterly basis. Excluded from the table below are certain personal real estate loans for which FICO scores are not obtained because the loans generally pertain to commercial customer activities and are often underwritten with other collateral considerations. These loans totaled $201.7 million at December 31, 2018 and $219.2 million at December 31, 2017 . The table also excludes consumer loans related to the Company's patient healthcare loan program, which totaled $170.3 million at December 31, 2018 and $145.0 million at December 31, 2017 . As the healthcare loans are guaranteed by the hospital, customer FICO scores are not obtained for these loans. The personal real estate loans and consumer loans excluded below totaled less than 8% of the Personal Banking portfolio. For the remainder of loans in the Personal Banking portfolio, the table below shows the percentage of balances outstanding at December 31, 2018 and 2017 by FICO score.



	Personal Banking Loans
	% of Loan Category
	Real Estate - Personal		Consumer		Revolving Home Equity		Consumer Credit Card
December 31, 2018
FICO score:
Under 600	1.1	%	3.1	%	0.8	%	4.4	%
600 – 659	1.8		4.8		1.7		14.0
660 – 719	9.4		16.1		9.1		34.8
720 – 779	24.7		25.7		24.0		26.4
780 and over	63.0		50.3		64.4		20.4
Total	100.0	%	100.0	%	100.0	%	100.0	%
December 31, 2017
FICO score:
Under 600	1.3	%	3.3	%	1.1	%	4.7	%
600 – 659	2.1		5.5		1.7		14.4
660 – 719	10.5		17.3		9.5		34.4
720 – 779	25.6		26.8		21.4		26.0
780 and over	60.5		47.1		66.3		20.5
Total	100.0	%	100.0	%	100.0	%	100.0	%

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Troubled debt restructurings

As mentioned previously, the Company's impaired loans include loans which have been classified as troubled debt restructurings, as shown in the table below. Restructured loans are those extended to borrowers who are experiencing financial difficulty and who have been granted a concession. Restructured loans are placed on non-accrual status if the Company does not believe it probable that amounts due under the contractual terms will be collected. Commercial performing restructured loans are primarily comprised of certain business, construction and business real estate loans classified as substandard, but renewed at rates judged to be non market. These loans are performing in accordance with their modified terms, and because the Company believes it probable that all amounts due under the modified terms of the agreements will be collected, interest on these loans is being recognized on an accrual basis. Troubled debt restructurings also include certain credit card and other small consumer loans under various debt management and assistance programs. Modifications to these loans generally involve removing the available line of credit, placing loans on amortizing status, and lowering the contractual interest rate. The Company also classified as consumer bankruptcy certain personal real estate, revolving home equity, and consumer loans as troubled debt restructurings because they were not reaffirmed by the borrower in bankruptcy proceedings. Interest on these loans is being recognized on an accrual basis, as the borrowers are continuing to make payments. Other consumer loans classified as troubled debt restructurings consist of various other workout arrangements with consumer customers.



		December 31
(In thousands)		2018		2017
Accruing loans:
	Commercial	$	50,904	$	88,588
	Assistance programs	7,410		6,941
	Consumer bankruptcy	4,103		3,916
	Other consumer	3,663		3,367
Non-accrual loans		9,759		7,796
Total troubled debt restructurings		$	75,839	$	110,608

The table below shows the balance of troubled debt restructurings by loan classification at December 31, 2018 , in addition to the period end balances of these restructured loans which the Company considers to have been in default at any time during the past twelve months. For purposes of this disclosure, the Company considers "default" to mean 90 days or more past due as to interest or principal.



(In thousands)	December 31, 2018		Balance 90 days past due at any time during previous 12 months
Commercial:
Business	$	48,777	$	25
Real estate – construction and land	412		—
Real estate – business	10,355		—
Personal Banking:
Real estate – personal	3,636		158
Consumer	5,510		50
Revolving home equity	40		—
Consumer credit card	7,109		670
Total troubled debt restructurings	$	75,839	$	903

For those loans on non-accrual status also classified as restructured, the modification did not create any further financial effect on the Company as those loans were already recorded at net realizable value. For those performing commercial loans classified as restructured, there were no concessions involving forgiveness of principal or interest and, therefore, there was no financial impact to the Company as a result of modification to these loans. No financial impact resulted from those performing loans where the debt was not reaffirmed in bankruptcy, as no changes to loan terms occurred in that process. However, the effects of modifications to loans under various debt management and assistance programs were estimated to decrease interest income by approximately $1.0 million on an annual, pre-tax basis, compared to amounts contractually owed. Other modifications to consumer loans mainly involve extensions and other small modifications that did not include the forgiveness of principal or interest.

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The allowance for loan losses related to troubled debt restructurings on non-accrual status is determined by individual evaluation, including collateral adequacy, using the same process as loans on non-accrual status which are not classified as troubled debt restructurings. Those performing loans classified as troubled debt restructurings are accruing loans which management expects to collect under contractual terms. Performing commercial loans having no concessions granted other than being renewed at non-market interest rates are judged to have similar risk characteristics as non-troubled debt commercial loans and are collectively evaluated based on internal risk rating, loan type, delinquency, historical experience and current economic factors. Performing personal banking loans classified as troubled debt restructurings resulted from the borrower not reaffirming the debt during bankruptcy and have had no other concession granted, other than the Bank's future limitations on collecting payment deficiencies or in pursuing foreclosure actions. As such, they have similar risk characteristics as non-troubled debt personal banking loans and are evaluated collectively based on loan type, delinquency, historical experience and current economic factors.

If a troubled debt restructuring defaults and is already on non-accrual status, the allowance for loan losses continues to be based on individual evaluation, using discounted expected cash flows or the fair value of collateral. If an accruing, troubled debt restructuring defaults, the loan's risk rating is downgraded to non-accrual status and the loan's related allowance for loan losses is determined based on individual evaluation, or if necessary, the loan is charged off and collection efforts begin.

The Company had commitments of $1.8 million at December 31, 2018 to lend additional funds to borrowers with restructured loans, compared to $7.6 million at December 31, 2017 .

Loans held for sale

The Company designates certain long-term fixed rate personal real estate loan originations as held for sale, and the Company has elected the fair value option for these loans. The election of the fair value option aligns the accounting for these loans with the related economic hedges discussed in Note 18. The loans are primarily sold to FNMA, FHLMC, and GNMA. At December 31, 2018 , the fair value of these loans was $13.5 million , and the unpaid principal balance was $13.0 million .

The Company also designates certain student loan originations as held for sale. The borrowers are credit-worthy students who are attending colleges and universities. The loans are intended to be sold in the secondary market, and the Company maintains contracts with Sallie Mae to sell the loans within 210 days after the last disbursement to the student. These loans are carried at lower of cost or fair value, which at December 31, 2018 totaled $7.2 million .

At December 31, 2018, none of the loans held for sale were past due or on non-accrual status.

Foreclosed real estate/repossessed assets

The Company’s holdings of foreclosed real estate totaled $1.4 million and $681 thousand at December 31, 2018 and 2017 , respectively. Personal property acquired in repossession, generally autos and marine and recreational vehicles, totaled $2.0 million and $2.7 million at December 31, 2018 and 2017 , respectively. Upon acquisition, these assets are recorded at fair value less estimated selling costs at the date of foreclosure, establishing a new cost basis. They are subsequently carried at the lower of this cost basis or fair value less estimated selling costs.

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3. Investment Securities

Investment securities as shown in this report reflect revised categories as required by the Company's adoption of ASU 2016-01 "Recognition and Measurement of Financial Assets and Financial Liabilities", on January 1, 2018. That new guidance refined the definition of equity securities and required their segregation from available for sale debt securities. For comparability purposes, prior period disclosures in this report have been revised to show the new categorization. Investment securities, at fair value, consisted of the following at December 31, 2018 and 2017 :



(In thousands)	2018		2017
Available for sale debt securities	$	8,538,041	$	8,725,442
Trading debt securities	27,059		18,269
Equity securities:
Readily determinable fair value	2,585		48,838
No readily determinable fair value	1,824		1,753
Other:
Federal Reserve Bank stock	33,498		33,253
Federal Home Loan Bank stock	10,000		10,000
Private equity investments	85,659		55,752
Total investment securities	$	8,698,666	$	8,893,307

While changes in the fair value of available for sale debt securities continue to be recorded in the equity category of accumulated other comprehensive income, the new guidance requires changes in the fair value of equity securities to be recorded in current earnings. Also, the unrealized gain of $33.3 million (net of tax) on fair value on equity securities, which was previously recorded in accumulated other comprehensive income at December 31, 2017, was reclassified to retained earnings on January 1, 2018.

Equity securities include common and preferred stock with readily determinable fair values that totaled $2.5 million at cost and $2.6 million at fair value at December 31, 2018 . The decline in these balances from prior periods was due to a third party merger transaction in June 2018, in which the majority of these securities were redeemed for cash of $39.9 million . During the year ended 2018 , unrealized net losses of $332 thousand were recognized in current earnings on equity securities still held at December 31, 2018 .

Equity securities also include securities with a carrying value of $1.8 million that do not have readily determinable fair values. The Company has elected, under the ASU, to measure these at cost minus impairment, if any, plus or minus changes resulting from observable price changes for the identical or similar investment of the same issuer. The Company did not record any impairment or other adjustments to the carrying amount of these investments during the period.

Other investment securities whose accounting is not addressed in the ASU include Federal Reserve Bank (FRB) stock, Federal Home Loan Bank (FHLB) stock, and investments in portfolio concerns held by the Company's private equity subsidiaries. FRB stock and FHLB stock are held for debt and regulatory purposes. Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is tied to the level of borrowings from the FHLB. These holdings are carried at cost. The private equity investments, in the absence of readily ascertainable market values, are carried at estimated fair value.

The majority of the Company’s investment portfolio is comprised of available for sale debt securities, which are carried at fair value with changes in fair value reported in accumulated other comprehensive income (AOCI). A summary of the available for sale debt securities by maturity groupings as of December 31, 2018 is shown in the following table. The weighted average yield for each range of maturities was calculated using the yield on each security within that range weighted by the amortized cost of each security at December 31, 2018 . Yields on tax exempt securities have not been adjusted for tax exempt status. The investment portfolio includes agency mortgage-backed securities, which are guaranteed by agencies such as FHLMC, FNMA, GNMA and FDIC, in addition to non-agency mortgage-backed securities, which have no guarantee but are collateralized by residential and commercial mortgages. Also included are certain other asset-backed securities, which are primarily collateralized by credit cards, automobiles, student loans, and commercial loans. These securities differ from traditional debt securities primarily in that they may have uncertain maturity dates and are priced based on estimated prepayment rates on the underlying collateral. The Company does not have exposure to subprime-originated mortgage-backed or collateralized debt obligation instruments, and does not hold any trust preferred securities.

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(Dollars in thousands)	Amortized Cost		Fair Value		Weighted Average Yield
U.S. government and federal agency obligations:
Within 1 year	$	23,577	$	23,518	(.04	)*%
After 1 but within 5 years	434,973		435,690		1.90	*
After 5 but within 10 years	386,708		381,419		1.61	*
After 10 years	69,228		67,025		.64	*
Total U.S. government and federal agency obligations	914,486		907,652		1.63	*
Government-sponsored enterprise obligations:
Within 1 year	24,991		24,743		1.53
After 1 but within 5 years	96,601		95,619		2.03
After 5 but within 10 years	34,985		34,460		2.71
After 10 years	42,893		40,956		3.10
Total government-sponsored enterprise obligations	199,470		195,778		2.32
State and municipal obligations:
Within 1 year	98,429		98,675		2.45
After 1 but within 5 years	656,762		659,525		2.37
After 5 but within 10 years	493,994		496,997		2.58
After 10 years	73,600		72,842		3.22
Total state and municipal obligations	1,322,785		1,328,039		2.50
Mortgage and asset-backed securities:
Agency mortgage-backed securities	3,253,433		3,214,985		2.85
Non-agency mortgage-backed securities	1,053,854		1,047,716		2.85
Asset-backed securities	1,518,976		1,511,614		2.62
Total mortgage and asset-backed securities	5,826,263		5,774,315		2.79
Other debt securities:
Within 1 year	16,500		16,418
After 1 but within 5 years	249,870		245,319
After 5 but within 10 years	73,225		70,520
Total other debt securities	339,595		332,257
Total available for sale debt securities	$	8,602,599	$	8,538,041

* Rate does not reflect inflation adjustment on inflation-protected securities

Investments in U.S. government and federal agency obligations include U.S. Treasury inflation-protected securities, which totaled $434.4 million , at fair value, at December 31, 2018 . Interest paid on these securities increases with inflation and decreases with deflation, as measured by the Consumer Price Index. At maturity, the principal paid is the greater of an inflation-adjusted principal or the original principal. Included in state and municipal obligations are $14.2 million , at fair value, of auction rate securities, which were purchased from bank customers in 2008. Interest on these bonds is currently being paid at the maximum failed auction rates.

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For debt securities classified as available for sale, the following table shows the unrealized gains and losses (pre-tax) in accumulated other comprehensive income, by security type.



(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2018
U.S. government and federal agency obligations	$	914,486	$	4,545	$	(11,379	)	$	907,652
Government-sponsored enterprise obligations	199,470		55		(3,747		)	195,778
State and municipal obligations	1,322,785		10,284		(5,030		)	1,328,039
Mortgage and asset-backed securities:
Agency mortgage-backed securities	3,253,433		9,820		(48,268		)	3,214,985
Non-agency mortgage-backed securities	1,053,854		6,641		(12,779		)	1,047,716
Asset-backed securities	1,518,976		3,849		(11,211		)	1,511,614
Total mortgage and asset-backed securities	5,826,263		20,310		(72,258		)	5,774,315
Other debt securities	339,595		72		(7,410		)	332,257
Total	$	8,602,599	$	35,266	$	(99,824	)	$	8,538,041
December 31, 2017
U.S. government and federal agency obligations	$	917,494	$	4,096	$	(4,443	)	$	917,147
Government-sponsored enterprise obligations	408,266		26		(1,929		)	406,363
State and municipal obligations	1,592,707		21,413		(2,754		)	1,611,366
Mortgage and asset-backed securities:
Agency mortgage-backed securities	3,046,701		17,956		(23,744		)	3,040,913
Non-agency mortgage-backed securities	903,920		6,710		(4,837		)	905,793
Asset-backed securities	1,495,380		2,657		(5,237		)	1,492,800
Total mortgage and asset-backed securities	5,446,001		27,323		(33,818		)	5,439,506
Other debt securities	350,988		1,250		(1,178		)	351,060
Total	$	8,715,456	$	54,108	$	(44,122	)	$	8,725,442

The Company’s impairment policy requires a review of all securities for which fair value is less than amortized cost. Special emphasis and analysis is placed on securities whose credit rating has fallen below Baa3 (Moody's) or BBB- (Standard & Poor's), whose fair values have fallen more than 20% below purchase price for an extended period of time, or have been identified based on management’s judgment. These securities are placed on a watch list, and for all such securities, detailed cash flow models are prepared which use inputs specific to each security. Inputs to these models include factors such as cash flow received, contractual payments required, and various other information related to the underlying collateral (including current delinquencies), collateral loss severity rates (including loan to values), expected delinquency rates, credit support from other tranches, and prepayment speeds. Stress tests are performed at varying levels of delinquency rates, prepayment speeds and loss severities in order to gauge probable ranges of credit loss. At December 31, 2018 , the fair value of securities on this watch list was $57.7 million compared to $68.0 million at December 31, 2017 .

As of December 31, 2018 , the Company had recorded OTTI of $14.1 million on certain non-agency mortgage-backed securities with a current par value of $23.4 million . These securities, which are part of the watch list mentioned above, had an aggregate fair value of $18.4 million at December 31, 2018 . The Company does not intend to sell these securities and believes it is not likely that it will be required to sell the securities before the recovery of their amortized cost.

The credit-related portion of the loss on these securities was based on the cash flows projected to be received over the estimated life of the securities, discounted to present value, and compared to the current amortized cost bases of the securities. Significant inputs to the cash flow models used to calculate the credit losses on these securities at December 31, 2018 included the following:



Significant Inputs	Range
Prepayment CPR	0%	-	25%
Projected cumulative default	8%	-	52%
Credit support	0%	-	20%
Loss severity	13%	-	63%

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The following table presents a rollforward of the cumulative OTTI credit losses recognized in earnings on all available for sale debt securities.



(In thousands)	2018			2017			2016
Cumulative OTTI credit losses at January 1	$	14,199		$	14,080		$	14,129
Credit losses on debt securities for which impairment was not previously recognized	58			111			—
Credit losses on debt securities for which impairment was previously recognized	10			274			270
Increase in expected cash flows that are recognized over remaining life of security	(175		)	(266		)	(319		)
Cumulative OTTI credit losses at December 31	$	14,092		$	14,199		$	14,080

Debt securities with unrealized losses recorded in accumulated other comprehensive income are shown in the table below, along with the length of the impairment period.



	Less than 12 months				12 months or longer				Total
(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2018
U.S. government and federal agency obligations	$	317,699	$	6,515	$	116,728	$	4,864	$	434,427	$	11,379
Government-sponsored enterprise obligations	—		—		188,846		3,747		188,846		3,747
State and municipal obligations	157,838		704		257,051		4,326		414,889		5,030
Mortgage and asset-backed securities:
Agency mortgage-backed securities	330,933		1,502		1,927,268		46,766		2,258,201		48,268
Non-agency mortgage-backed securities	207,506		1,085		657,685		11,694		865,191		12,779
Asset-backed securities	147,997		728		813,427		10,483		961,424		11,211
Total mortgage and asset-backed securities	686,436		3,315		3,398,380		68,943		4,084,816		72,258
Other debt securities	51,836		564		260,682		6,846		312,518		7,410
Total	$	1,213,809	$	11,098	$	4,221,687	$	88,726	$	5,435,496	$	99,824
December 31, 2017
U.S. government and federal agency obligations	$	618,617	$	4,443	$	—	$	—	$	618,617	$	4,443
Government-sponsored enterprise obligations	286,393		1,712		49,766		217		336,159		1,929
State and municipal obligations	282,843		1,752		49,339		1,002		332,182		2,754
Mortgage and asset-backed securities:
Agency mortgage-backed securities	1,320,689		9,433		619,300		14,311		1,939,989		23,744
Non-agency mortgage-backed securities	577,017		2,966		153,813		1,871		730,830		4,837
Asset-backed securities	786,048		3,168		264,295		2,069		1,050,343		5,237
Total mortgage and asset-backed securities	2,683,754		15,567		1,037,408		18,251		3,721,162		33,818
Other debt securities	144,090		727		20,202		451		164,292		1,178
Total	$	4,015,697	$	24,201	$	1,156,715	$	19,921	$	5,172,412	$	44,122

The available for sale debt portfolio included $5.4 billion of securities that were in a loss position at December 31, 2018 , compared to $5.2 billion at December 31, 2017 . The total amount of unrealized loss on these securities was $99.8 million at December 31, 2018, an increase of $55.7 million compared to the loss at December 31, 2017. This increase in losses was mainly due to a rising rate environment.

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The following table presents proceeds from sales of securities and the components of investment securities gains and losses which have been recognized in earnings.



	For the Year Ended December 31
(In thousands)	2018			2017			2016
Proceeds from sales of securities:
Available for sale debt securities	$	667,227		$	779,793		$	2,047
Equity securities	41,637			10,953			3,026
Other	—			1,634			19,307
Total proceeds	$	708,864		$	792,380		$	24,380

Investment securities gains (losses), net:
Available for sale debt securities:
Losses realized on called bonds	$	—		$	(254	)	$	—
Gains realized on sales	448			592			109
Losses realized on sales	(10,101		)	(10,287		)	—
Other-than-temporary impairment recognized on debt securities	(68		)	(385		)	(270		)
Equity securities:
Gains realized on donations of securities	—			31,074			—
Gains realized on sales	1,759			10,653			1,911
Losses realized on sales	(8,917		)	(10		)	(7		)
Fair value adjustments, net	2,542			—			—
Other:
Gains realized on sales	—			381			2,442
Losses realized on sales	—			(880		)	(499		)
Fair value adjustments, net	13,849			(5,833		)	(3,739		)
Total investment securities gains (losses), net	$	(488	)	$	25,051		$	(53	)

Investment securities with a fair value of $4.3 billion and $3.8 billion were pledged at December 31, 2018 and 2017 , respectively, to secure public deposits, securities sold under repurchase agreements, trust funds, and borrowings at the Federal Reserve Bank. Securities pledged under agreements pursuant to which the collateral may be sold or re-pledged by the secured parties approximated $463.3 million , while the remaining securities were pledged under agreements pursuant to which the secured parties may not sell or re-pledge the collateral. Except for obligations of various government-sponsored enterprises such as FNMA, FHLB and FHLMC, no investment in a single issuer exceeds 10% of stockholders’ equity.

4. Land, Buildings and Equipment

Land, buildings and equipment consist of the following at December 31, 2018 and 2017 :



(In thousands)	2018		2017
Land	$	91,603	$	94,992
Buildings and improvements	545,510		540,204
Equipment	226,666		216,876
Total	863,779		852,072
Less accumulated depreciation	530,660		516,962
Net land, buildings and equipment	$	333,119	$	335,110

Depreciation expense of $28.6 million in 2018 , $29.1 million in 2017 and $30.1 million in 2016 , was included in occupancy expense and equipment expense in the consolidated statements of income. Repairs and maintenance expense of $16.9 million , $16.4 million and $16.2 million for 2018 , 2017 and 2016 , respectively, was included in occupancy expense and equipment expense. There has been no interest expense capitalized on construction projects in the past three years.

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5. Goodwill and Other Intangible Assets

The following table presents information about the Company's intangible assets which have estimable useful lives.



	December 31, 2018									December 31, 2017
( In thousands)	Gross Carrying Amount		Accumulated Amortization			Valuation Allowance		Net Amount		Gross Carrying Amount		Accumulated Amortization			Valuation Allowance			Net Amount
Amortizable intangible assets:
Core deposit premium	$	31,270	$	(28,954	)	$	—	$	2,316	$	31,270	$	(28,305	)	$	—		$	2,965
Mortgage servicing rights	10,339		(3,861		)	—		6,478		7,906		(3,244		)	(9		)	4,653
Total	$	41,609	$	(32,815	)	$	—	$	8,794	$	39,176	$	(31,549	)	$	(9	)	$	7,618

The carrying amount of goodwill and its allocation among segments at December 31, 2018 and 2017 is shown in the table below. As a result of ongoing assessments, no impairment of goodwill was recorded in 2018 , 2017 or 2016 . Further, the annual assessment of qualitative factors on January 1, 2019 revealed no likelihood of impairment as of that date.



(In thousands)	December 31, 2018		December 31, 2017
Consumer segment	$	70,721	$	70,721
Commercial segment	67,454		67,454
Wealth segment	746		746
Total goodwill	$	138,921	$	138,921

Changes in the net carrying amount of goodwill and other net intangible assets for the years ended December 31, 2018 and 2017 are shown in the following table.



(In thousands)	Goodwill		Core Deposit Premium			Mortgage Servicing Rights
Balance at December 31, 2016	$	138,921	$	3,841		$	2,868
Originations	—		—			2,234
Amortization	—		(876		)	(462		)
Impairment reversal	—		—			13
Balance at December 31, 2017	138,921		2,965			4,653
Originations	—		—			2,433
Amortization	—		(649		)	(617		)
Impairment reversal	—		—			9
Balance at December 31, 2018	$	138,921	$	2,316		$	6,478

Mortgage servicing rights (MSRs) are initially recorded at fair value and subsequently amortized over the period of estimated servicing income. They are periodically reviewed for impairment and if impairment is indicated, recorded at fair value. Temporary impairment, including impairment recovery, is effected through a change in a valuation allowance. At December 31, 2018 , no temporary impairment had been recognized. The fair value of the MSRs is based on the present value of expected future cash flows, as further discussed in Note 16 on Fair Value Measurements.

Aggregate amortization expense on intangible assets for the years ended December 31, 2018 , 2017 and 2016 was $1.3 million , $1.3 million and $1.5 million , respectively. The following table shows the estimated future amortization expense based on existing asset balances and the interest rate environment as of December 31, 2018 . The Company’s actual amortization expense in any given period may be different from the estimated amounts depending upon the acquisition of intangible assets, changes in mortgage interest rates, prepayment rates and other market conditions.



(In thousands)
2019	$	1,273
2020	1,097
2021	957
2022	842
2023	732

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6. Deposits

At December 31, 2018 , the scheduled maturities of certificates of deposit were as follows:



(In thousands)
Due in 2019	$	1,286,425
Due in 2020	281,717
Due in 2021	54,939
Due in 2022	18,301
Due in 2023	15,933
Thereafter	807
Total	$	1,658,122

The following table shows a detailed breakdown of the maturities of certificates of deposit, by size category, at December 31, 2018 .



(In thousands)	Certificates of Deposit under $100,000		Certificates of Deposit over $100,000		Total
Due in 3 months or less	$	116,068	$	446,300	$	562,368
Due in over 3 through 6 months	117,046		245,994		363,040
Due in over 6 through 12 months	176,591		184,426		361,017
Due in over 12 months	176,386		195,311		371,697
Total	$	586,091	$	1,072,031	$	1,658,122

The aggregate amount of certificates of deposit that exceeded the $250,000 FDIC insurance limit totaled $824.0 million at December 31, 2018 .

7. Borrowings

At December 31, 2018 , the Company's borrowings primarily consisted of federal funds purchased, securities sold under agreements to repurchase (repurchase agreements), and securities sold short. The following table sets forth selected information for federal funds purchased and repurchase agreements.



(Dollars in thousands)	Year End Weighted Rate		Average Weighted Rate		Average Balance Outstanding		Maximum Outstanding at any Month End		Balance at December 31
Federal funds purchased and repurchase agreements:
2018	.9	%	1.3	%	$	1,514,144	$	1,981,761	$	1,956,389
2017	.8		.7		1,462,387		1,984,071		1,507,138
2016	.4		.3		1,266,093		1,723,905		1,723,905

Federal funds purchased and repurchase agreements comprised the majority of the Company's short-term borrowings (borrowings with an original maturity of less than one year) at December 31, 2018 , and $1.9 billion of these borrowings were repurchase agreements, which generally have one day maturities and are mainly comprised of non-insured customer funds secured by a portion of the Company's investment portfolio. Additional information about the securities pledged for repurchase agreements is provided in Note 19 on Resale and Repurchase Agreements.

In addition to federal funds purchased and repurchase agreements, the Company's short-term borrowings at December 31, 2018 included $7.8 million of securities sold short.

The Bank is a member of the Des Moines FHLB and has access to term financing from the FHLB. These borrowings are secured under a blanket collateral agreement including primarily residential mortgages as well as all unencumbered assets and stock of the borrowing bank. At December 31, 2018 , the Bank had no outstanding advances from the FHLB. The FHLB also issues letters of credit to secure the Bank's obligations to certain depositors of public funds, which totaled $217.4 million at December 31, 2018 .

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8. Income Taxes

The components of income tax expense from operations for the years ended December 31, 2018 , 2017 and 2016 were as follows:



(In thousands)	Current		Deferred			Total
Year ended December 31, 2018:
U.S. federal	$	90,390	$	3,220		$	93,610
State and local	10,223		2,116			12,339
Total	$	100,613	$	5,336		$	105,949
Year ended December 31, 2017:
U.S. federal	$	89,154	$	12,190		$	101,344
State and local	7,735		1,427			9,162
Total	$	96,889	$	13,617		$	110,506
Year ended December 31, 2016:
U.S. federal	$	116,753	$	(2,036	)	$	114,717
State and local	9,457		(23		)	9,434
Total	$	126,210	$	(2,059	)	$	124,151

The components of income tax (benefit) expense recorded directly to stockholders’ equity for the years ended December 31, 2018 , 2017 and 2016 were as follows:



(In thousands)	2018			2017			2016
Unrealized gain (loss) on available for sale debt securities	$	(18,634	)	$	2,104		$	(13,952	)
Change in fair value on cash flow hedges	2,286			—			—
Accumulated pension (benefit) loss	222			(184		)	778
Compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes	—			—			(3,390		)
Income tax (benefit) expense allocated to stockholders’ equity	$	(16,126	)	$	1,920		$	(16,564	)

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2018 and 2017 were as follows:



(In thousands)	2018			2017
Deferred tax assets:
Loans, principally due to allowance for loan losses	$	39,169		$	40,341
Unrealized loss on available for sale debt securities	16,140			—
Equity-based compensation	7,609			8,201
Deferred compensation	5,911			5,647
Unearned fee income	4,125			3,701
Accrued expenses	2,152			5,245
Private equity investments	2,008			5,473
Other	528			4,430
Total deferred tax assets	77,642			73,038
Deferred tax liabilities:
Equipment lease financing	55,738			45,825
Unrealized gain on available for sale debt securities	—			13,603
Land, buildings and equipment	14,207			8,592
Undistributed earnings of subsidiaries	—			7,094
Intangibles	5,973			5,732
Other	5,309			6,569
Total deferred tax liabilities	81,227			87,415
Net deferred tax liabilities	$	(3,585	)	$	(14,377	)

Management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the total deferred tax assets.

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As a result of the Tax Cuts and Jobs Act enacted on December 22, 2017, the Company revalued its deferred tax assets and liabilities using the highest maximum corporate tax rate of 21% . This change was reported as a reduction of deferred tax expense. The Company also adopted ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," on January 1, 2017. This adoption required all excess tax benefits and tax deficiencies arising from share-based award payments to be recognized as income tax expense or benefit in the statements of income, while in previous periods these benefits and deficiencies were recognized in equity. In 2018 and 2017, net excess tax benefits resulted from share-based award payments. The effects on federal tax expense of both of these items are shown in the reconciliation below.

A reconciliation between the expected federal income tax expense using the federal statutory tax rate and the Company's actual income tax expense is provided below. The federal statutory tax rate was 21% in 2018 and 35% in 2017 and 2016. The effective tax rate is calculated by dividing income taxes by income before income taxes less the non-controlling interest expense.



(In thousands)	2018			2017			2016
Computed “expected” tax expense	$	113,293		$	150,461		$	139,840
Increase (decrease) in income taxes resulting from:
Tax-exempt interest, net of cost to carry	(11,502		)	(20,295		)	(20,033		)
Contribution of appreciated securities	—			(10,864		)	—
State and local income taxes, net of federal tax benefit	9,748			5,955			6,132
Tax reform enactment	—			(6,753		)	—
Share-based award payments	(3,928		)	(6,613		)	—
Other	(1,662		)	(1,385		)	(1,788		)
Total income tax expense	$	105,949		$	110,506		$	124,151

The gross amount of unrecognized tax benefits was $1.3 million and $1.2 million at December 31, 2018 and 2017, respectively, and the total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, was $993 thousand and $785 thousand , respectively. The activity in the accrued liability for unrecognized tax benefits for the years ended December 31, 2018 and 2017 was as follows:



(In thousands)	2018			2017
Unrecognized tax benefits at beginning of year	$	1,208		$	1,228
Gross increases – tax positions in prior period	31			5
Gross increases – current-period tax positions	322			268
Lapse of statute of limitations	(304		)	(293		)
Unrecognized tax benefits at end of year	$	1,257		$	1,208

The Company and its subsidiaries are subject to income tax by federal, state and local government taxing authorities. Tax years 2015 through 2018 remain open to examination for U.S. federal income tax, and tax years 2014 through 2018 remain open to examination in major state taxing jurisdictions.

9. Employee Benefit Plans

Employee benefits charged to operating expenses are summarized in the table below. Substantially all of the Company’s employees are covered by a defined contribution (401(k)) plan, under which the Company makes matching contributions.



(In thousands)	2018		2017		2016
Payroll taxes	$	25,712	$	24,402	$	23,210
Medical plans	27,030		25,143		25,497
401(k) plan	14,986		14,244		13,562
Pension plans	651		704		987
Other	2,918		2,883		3,214
Total employee benefits	$	71,297	$	67,376	$	66,470

The Company adopted ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”, on January 1, 2018, which required that the service cost component of net periodic pension cost be reported in the same income statement line item as other compensation costs, while other components of net periodic pension cost be reported separately from the service cost component. Historically, the Company has reported all components of pension cost in salaries

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and employee benefits. Beginning in 2018, only the service cost component has been included in this category, and the other components have been recorded in other non-interest expense. Prior period financial statements have not been revised because the amount of the reclassification was not significant.

A portion of the Company’s employees are covered by a noncontributory defined benefit pension plan, however, participation in the pension plan is not available to employees hired after June 30, 2003. All participants are fully vested in their benefit payable upon normal retirement date, which is based on years of participation and compensation. Certain key executives also participate in a supplemental executive retirement plan (the CERP) that the Company funds only as retirement benefits are disbursed. The CERP carries no segregated assets. Since January 2011, all benefits accrued under the pension plan have been frozen. However, the accounts continue to accrue interest at a stated annual rate. The CERP continues to provide credits based on hypothetical contributions in excess of those permitted under the 401(k) plan. In the tables presented below, the pension plan and the CERP are presented on a combined basis.

Under the Company’s funding policy for the defined benefit pension plan, contributions are made to a trust as necessary to satisfy the statutory minimum required contribution as defined by the Pension Protection Act, which is intended to provide for current service accruals and for any unfunded accrued actuarial liabilities over a reasonable period. To the extent that these requirements are fully covered by assets in the trust, a contribution might not be made in a particular year. No contributions to the defined benefit plan were made in 2018 . The Company made a discretionary contribution of $5.5 million to its defined benefit pension plan in 2017 in order to reduce pension guarantee premiums. The minimum required contribution for 2019 is expected to be zero . The Company does not expect to make any further contributions in 2019 other than the necessary funding contributions to the CERP. Contributions to the CERP were $24 thousand , $439 thousand and $21 thousand during 2018 , 2017 and 2016 , respectively.

The following items are components of the net pension cost for the years ended December 31, 2018 , 2017 and 2016 .



(In thousands)	2018			2017			2016
Service cost-benefits earned during the year	$	651		$	621		$	500
Interest cost on projected benefit obligation	3,756			3,826			3,944
Expected return on plan assets	(5,255		)	(5,785		)	(5,751		)
Amortization of prior service cost	(271		)	(271		)	(271		)
Amortization of unrecognized net loss	2,267			2,313			2,565
Net periodic pension cost	$	1,148		$	704		$	987

The following table sets forth the pension plans’ funded status, using valuation dates of December 31, 2018 and 2017 .



(In thousands )	2018			2017
Change in projected benefit obligation
Projected benefit obligation at prior valuation date	$	120,667		$	116,695
Service cost	651			621
Interest cost	3,756			3,826
Benefits paid	(6,622		)	(6,780		)
Actuarial (gain) loss	(6,389		)	6,305
Projected benefit obligation at valuation date	112,063			120,667
Change in plan assets
Fair value of plan assets at prior valuation date	108,260			99,537
Actual return on plan assets	(2,244		)	9,564
Employer contributions	24			5,939
Benefits paid	(6,622		)	(6,780		)
Fair value of plan assets at valuation date	99,418			108,260
Funded status and net amount recognized at valuation date	$	(12,645	)	$	(12,407	)

The accumulated benefit obligation, which represents the liability of a plan using only benefits as of the measurement date, was $112.1 million and $120.7 million for the combined plans on December 31, 2018 and 2017 , respectively.

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Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss) at December 31, 2018 and 2017 are shown below, including amounts recognized in other comprehensive income during the periods. All amounts are shown on a pre-tax basis.



(In thousands)	2018			2017
Prior service cost	$	1,535		$	1,806
Accumulated loss	(32,342		)	(33,499		)
Accumulated other comprehensive loss	(30,807		)	(31,693		)
Cumulative employer contributions in excess of net periodic benefit cost	18,162			19,286
Net amount recognized as an accrued benefit liability on the December 31 balance sheet	$	(12,645	)	$	(12,407	)
Net loss arising during period	(1,110		)	(2,527		)
Amortization of net loss	2,267			2,313
Amortization of prior service cost	(271		)	(271		)
Total recognized in other comprehensive income	$	886		$	(485	)
Total expense recognized in net periodic pension cost and other comprehensive income	$	(262	)	$	(1,189	)

The estimated net loss and prior service cost to be amortized from accumulated other comprehensive income into net periodic pension cost in 2019 is $2.1 million .

The following assumptions, on a weighted average basis, were used in accounting for the plans.



	2018		2017		2016
Determination of benefit obligation at year end:
Effective discount rate for benefit obligations	4.14	%	3.57	%	4.05	%
Assumed credit on cash balance accounts	5.00	%	5.00	%	5.00	%
Determination of net periodic benefit cost for year ended:
Effective discount rate for benefit obligations	3.57	%	3.95	%	4.16	%
Effective rate for interest on benefit obligations	3.28	%	3.28	%	3.38	%
Long-term rate of return on assets	5.00	%	6.00	%	6.00	%
Assumed credit on cash balance accounts	5.00	%	5.00	%	5.00	%

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The following table shows the fair values of the Company’s pension plan assets by asset category at December 31, 2018 and 2017 . Information about the valuation techniques and inputs used to measure fair value are provided in Note 16 on Fair Value Measurements.



			Fair Value Measurements
(In thousands)	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2018
Assets:
U.S. government obligations	$	2,994	$	2,994	$	—	$	—
Government-sponsored enterprise obligations ^(a)	1,200		—		1,200		—
State and municipal obligations	8,299		—		8,299		—
Agency mortgage-backed securities ^(b)	8,209		—		8,209		—
Non-agency mortgage-backed securities	4,398		—		4,398		—
Asset-backed securities	3,520		—		3,520		—
Corporate bonds ^(c)	37,207		—		37,207		—
Equity securities and mutual funds: ^(d)
Mutual funds	8,645		8,645		—		—
Common stocks	18,173		18,173		—		—
International developed markets funds	5,046		5,046		—		—
Emerging markets funds	1,727		1,727		—		—
Total	$	99,418	$	36,585	$	62,833	$	—
December 31, 2017
Assets:
U.S. government obligations	$	3,719	$	3,719	$	—	$	—
Government-sponsored enterprise obligations ^(a)	1,282		—		1,282		—
State and municipal obligations	8,527		—		8,527		—
Agency mortgage-backed securities ^(b)	7,896		—		7,896		—
Non-agency mortgage-backed securities	4,891		—		4,891		—
Asset-backed securities	3,833		—		3,833		—
Corporate bonds ^(c)	37,457		—		37,457		—
Equity securities and mutual funds: ^(d)
Mutual funds	6,979		6,979		—		—
Common stocks	23,744		23,744		—		—
International developed markets funds	7,870		7,870		—		—
Emerging markets funds	2,062		2,062		—		—
Total	$	108,260	$	44,374	$	63,886	$	—


(a)	This category represents bonds (excluding mortgage-backed securities) issued by agencies such as the Federal Home Loan Bank, the Federal Home Loan Mortgage Corp and the Federal National Mortgage Association.


(b)	This category represents mortgage-backed securities issued by the agencies mentioned in (a).


(c)	This category represents investment grade bonds issued in the U.S., primarily by domestic issuers, representing diverse industries.


(d)	This category represents investments in individual common stocks and equity funds. These holdings are diversified, largely across the financial services, technology services, healthcare, electronic technology, and consumer goods industries.

The investment policy of the pension plan is designed for growth in principal, within limits designed to safeguard against significant losses within the portfolio. The policy sets guidelines, which may change from time to time, regarding the types and percentages of investments held. Currently, the policy includes guidelines such as holding bonds rated investment grade or better and prohibiting investment in Company stock. The plan does not utilize derivatives. Management believes there are no significant concentrations of risk within the plan asset portfolio at December 31, 2018 . Under the current policy, the long-term investment target mix for the plan is 35% equity securities and 65% fixed income securities. The Company regularly reviews its policies on investment mix and may make changes depending on economic conditions and perceived investment risk.

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Effective January 1, 2016, the Company changed the method used to estimate the interest cost component of net periodic pension cost for its defined benefit pension plan. Prior to the change, the interest cost component was estimated by utilizing a single weighted average discount rate derived from the yield curve used to measure the projected benefit obligation. Under the new method, the interest cost component is estimated by applying the specific annual spot rates along the yield curve used in the determination of the projected benefit obligation to the relevant projected cash flows. This change provides a more precise measurement of the interest cost by improving the correlation between projected benefit cash flows and the corresponding spot yield curve rates. The Company accounted for this change prospectively as a change in accounting estimate. The change resulted in a decrease of approximately $900 thousand in the interest cost component of the estimated annual net periodic pension cost for 2016.

The assumed overall expected long-term rate of return on pension plan assets used in calculating 2018 pension plan expense was 5.0% . Determination of the plan’s expected rate of return is based upon historical and anticipated returns of the asset classes invested in by the pension plan and the allocation strategy currently in place among those classes. The rate used in plan calculations may be adjusted by management for current trends in the economic environment. The 10-year annualized return for the Company’s pension plan was 7.2% . During 2018 , the plan’s assets lost 1.7% of their value, compared to a 9.6% rate of return in 2017 . Returns for any plan year may be affected by changes in the stock market and interest rates. The Company expects to incur pension expense of $2.2 million in 2019 , compared to $1.1 million in 2018 .

The Company utilizes mortality tables published by the Society of Actuaries to incorporate mortality assumptions into the measurement of the pension benefit obligation. At December 31, 2018, the Company utilized an updated mortality projection scale, which decreased the pension benefit obligation on that date by approximately $300 thousand .

The following future benefit payments are expected to be paid:



(In thousands)
2019	$	7,163
2020	7,353
2021	7,510
2022	7,473
2023	7,509
2024 - 2028	36,468

10. Stock-Based Compensation and Directors Stock Purchase Plan*

The Company’s stock-based compensation is provided under a stockholder-approved plan which allows for issuance of various types of awards, including stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and stock-based awards. During the past three years, stock-based compensation has been issued in the form of nonvested stock awards and stock appreciation rights. At December 31, 2018 , 2,515,678 shares remained available for issuance under the plan. The stock-based compensation expense that was charged against income was $12.8 million , $12.1 million and $11.5 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $3.2 million , $4.5 million and $4.3 million for the years ended December 31, 2018 , 2017 and 2016 , respectively.

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Nonvested Restricted Stock Awards

Nonvested stock is awarded to key employees by action of the Company's Compensation and Human Resources Committee and Board of Directors. These awards generally vest after 4 to 7 years of continued employment, but vesting terms may vary according to the specifics of the individual grant agreement. There are restrictions as to transferability, sale, pledging, or assigning, among others, prior to the end of the vesting period. Dividend and voting rights are conferred upon grant of restricted stock awards. A summary of the status of the Company’s nonvested share awards as of December 31, 2018 and changes during the year then ended is presented below.



	Shares		Weighted Average Grant Date Fair Value
Nonvested at January 1, 2018	1,317,092		$	36.82
Granted	268,658		57.28
Vested	(376,489	)	30.73
Forfeited	(28,321	)	44.12
Canceled	—		—
Nonvested at December 31, 2018	1,180,940		$	43.24

The total fair value (at vest date) of shares vested during 2018 , 2017 and 2016 was $21.5 million , $23.8 million and $10.9 million , respectively.

Stock Appreciation Rights

Stock appreciation rights (SARs) are granted with exercise prices equal to the market price of the Company’s stock at the date of grant. SARs vest ratably over four years of continuous service and have 10 -year contractual terms. All SARs must be settled in stock under provisions of the plan. A summary of SAR activity during 2018 is presented below.



( Dollars in thousands, except per share data)	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2018	1,237,804		$	35.36
Granted	177,001		55.63
Forfeited	(17,529	)	45.82
Expired	(607	)	43.14
Exercised	(330,231	)	29.96
Outstanding at December 31, 2018	1,066,438		$	40.22	6.7	years	$	17,218
Exercisable at December 31, 2018	561,527		$	34.57	5.6	years	$	12,239

In determining compensation cost, the Black-Scholes option-pricing model is used to estimate the fair value of SARs on date of grant. The Black-Scholes model is a closed-end model that uses various assumptions as shown in the following table. Expected volatility is based on historical volatility of the Company’s stock. The Company uses historical exercise behavior and other factors to estimate the expected term of the SARs, which represents the period of time that the SARs granted are expected to be outstanding. The risk-free rate for the expected term is based on the U.S. Treasury zero coupon spot rates in effect at the time of grant. The per share average fair value and the model assumptions for SARs granted during the past three years are shown in the table below.



	2018			2017			2016
Weighted per share average fair value at grant date		$11.84			$11.37			$6.47
Assumptions:
Dividend yield	1.6		%	1.6		%	2.2		%
Volatility	20.6		%	21.1		%	21.2		%
Risk-free interest rate	2.7		%	2.4		%	1.8		%
Expected term	6.6 years			7.0 years			7.2 years

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Additional information about stock options and SARs exercised is presented below.



(In thousands)	2018		2017		2016
Intrinsic value of options and SARs exercised	$	9,632	$	9,310	$	8,854
Tax benefit realized from options and SARs exercised	$	1,928	$	2,698	$	1,781

As of December 31, 2018 , there was $27.3 million of unrecognized compensation cost related to unvested SARs and stock awards. This cost is expected to be recognized over a weighted average period of approximately 3.2 years.

Directors Stock Purchase Plan

The Company has a directors stock purchase plan whereby outside directors of the Company and its subsidiaries may elect to use their directors’ fees to purchase Company stock at market value each month end. Remaining shares available for issuance under this plan were 53,160 at December 31, 2018 . In 2018 , 31,235 shares were purchased at an average price of $57.69 , and in 2017 , 16,666 shares were purchased at an average price of $51.95 .

* All share and per share amounts in this note have been restated for the 5% common stock dividend distributed in 2018 .

11. Accumulated Other Comprehensive Income (Loss)

The table below shows the activity and accumulated balances for components of other comprehensive income (loss). The largest component is the unrealized holding gains and losses on available for sale debt securities. Unrealized gains and losses on debt securities for which an other-than-temporary impairment (OTTI) has been recorded in current earnings are shown separately below. Another component is amortization from other comprehensive income of losses associated with pension benefits, which occurs as the amortization is included in current net periodic benefit cost. The remaining component is gains and losses in fair value on certain interest rate floors that have been designated as cash flow hedging instruments.



	Unrealized Gains (Losses) on Securities (1)						Pension Loss			Unrealized Gains (Losses) on Cash Flow Hedge Derivatives (2)			Total Accumulated Other Comprehensive Income (Loss)
(In thousands)	OTTI			Other			Pension Loss						Total Accumulated Other Comprehensive Income (Loss)
Balance January 1, 2018	$	3,411		$	30,326		$	(19,629	)	$	—			$	14,108
ASU 2018-02 Reclassification of tax rate change	715			6,359			(4,142		)	—				2,932
ASU 2016-01 Reclassification of unrealized gain on equity securities	—			(33,320		)	—			—				(33,320		)
Other comprehensive income (loss) before reclassifications	(438		)	(73,725		)	(1,110		)	8,381				(66,892		)
Amounts reclassified from accumulated other comprehensive income	68			(447		)	1,996			760				2,377
Current period other comprehensive income (loss), before tax	(370		)	(74,172		)	886			9,141				(64,515		)
Income tax (expense) benefit	93			18,541			(222		)	(2,286		)		16,126
Current period other comprehensive income (loss), net of tax	(277		)	(55,631		)	664			6,855				(48,389		)
Transfer of unrealized gain on securities for which impairment was not previously recognized	12			(12		)	—			—				—
Balance December 31, 2018	$	3,861		$	(52,278	)	$	(23,107	)	$	6,855			$	(64,669	)
Balance January 1, 2017	$	2,975		$	27,328		$	(19,328	)	$	—			$	10,975
Other comprehensive income (loss) before reclassifications	279			36,307			(2,527		)	—				34,059
Amounts reclassified from accumulated other comprehensive income	385			(31,433		)	2,042			—				(29,006		)
Current period other comprehensive income (loss), before tax	664			4,874			(485		)	—				5,053
Income tax (expense) benefit	(252		)	(1,852		)	184			—				(1,920		)
Current period other comprehensive income (loss), net of tax	412			3,022			(301		)	—				3,133
Transfer of unrealized gain on securities for which impairment was not previously recognized	24			(24		)	—			—				—
Balance December 31, 2017	$	3,411		$	30,326		$	(19,629	)	$	—			$	14,108

(1) The pre-tax amounts reclassified from accumulated other comprehensive income to current earnings are included in "investment securities gains (losses), net" in the consolidated statements of income.

(2) The pre-tax amounts reclassified from accumulated other comprehensive income to current earnings are included in "interest and fees on loans" in the consolidated statements of income.

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The requirement to revalue deferred tax assets and liabilities in the period of enactment stranded the effects of the tax rate change, mandated by the Tax Cuts and Jobs Act, in accumulated other comprehensive income. In response, the FASB issued ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income", which the Company adopted on January 1, 2018. This ASU allowed the reclassification of the stranded tax effects from accumulated other comprehensive income (loss) (as shown in the table above) to retained earnings.

As mentioned in Note 1, new accounting guidance for investment securities, which was effective January 1, 2018, required the reclassification of unrealized gains on equity securities from accumulated other comprehensive income (loss) to retained earnings (also shown above).

12. Segments

The Company segregates financial information for use in assessing its performance and allocating resources among three operating segments: Consumer, Commercial, and Wealth. The Consumer segment includes the consumer portion of the retail branch network (loans, deposits and other personal banking services), indirect and other consumer financing, and consumer debit and credit card loan and fee businesses. Residential mortgage origination, sales and servicing functions are included in this consumer segment, but residential mortgage loans retained by the Company are not considered part of this segment. The Commercial segment provides corporate lending (including the Small Business Banking product line within the branch network), leasing, international services, and business, government deposit, and related commercial cash management services, as well as merchant and commercial bank card products. The Commercial segment also includes the Capital Markets Group, which sells fixed income securities and provides investment safekeeping and bond accounting services. The Wealth segment provides traditional trust and estate planning, advisory and discretionary investment management, and brokerage services. This segment also provides various loan and deposit related services to its private banking customers.

The Company’s business line reporting system derives segment information from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. This information is based on internal management accounting procedures and methods, which have been developed to reflect the underlying economics of the businesses. These methodologies are applied in connection with funds transfer pricing and assignment of overhead costs among segments. Funds transfer pricing was used in the determination of net interest income by assigning a standard cost (credit) for funds used for (provided by) assets and liabilities based on their maturity, prepayment and/or repricing characteristics. Income and expense that directly relate to segment operations are recorded in the segment when incurred. Expenses that indirectly support the segments are allocated based on the most appropriate method available.

The Company uses a funds transfer pricing method to value funds used (e.g., loans, fixed assets, and cash) and funds provided (e.g., deposits, borrowings, and equity) by the business segments and their components. This process assigns a specific value to each new source or use of funds with a maturity, based on current swap rates, thus determining an interest spread at the time of the transaction. Non-maturity assets and liabilities are valued using weighted average pools. The funds transfer pricing process attempts to remove interest rate risk from valuation, allowing management to compare profitability under various rate environments.

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The following tables present selected financial information by segment and reconciliations of combined segment totals to consolidated totals. There were no material intersegment revenues between the three segments. Management periodically makes changes to methods of assigning costs and income to its business segments to better reflect operating results. If appropriate, these changes are reflected in prior year information presented below.

Segment Income Statement Data



(In thousands)	Consumer			Commercial			Wealth			Segment Totals			Other/Elimination			Consolidated Totals
Year ended December 31, 2018:
Net interest income	$	296,228		$	345,221		$	46,946		$	688,395		$	135,430		$	823,825
Provision for loan losses	(41,280		)	(1,134		)	32			(42,382		)	(312		)	(42,694		)
Non-interest income	126,253			202,527			173,026			501,806			(465		)	501,341
Investment securities losses, net	—			—			—			—			(488		)	(488		)
Non-interest expense	(287,473		)	(297,847		)	(123,576		)	(708,896		)	(28,925		)	(737,821		)
Income before income taxes	$	93,728		$	248,767		$	96,428		$	438,923		$	105,240		$	544,163
Year ended December 31, 2017:
Net interest income	$	279,031		$	329,087		$	47,264		$	655,382		$	78,297		$	733,679
Provision for loan losses	(41,829		)	205			(41		)	(41,665		)	(3,579		)	(45,244		)
Non-interest income	121,362			184,577			158,175			464,114			(2,851		)	461,263
Investment securities gains, net	—			—			—			—			25,051			25,051
Non-interest expense	(275,734		)	(281,845		)	(120,461		)	(678,040		)	(66,303		)	(744,343		)
Income before income taxes	$	82,830		$	232,024		$	84,937		$	399,791		$	30,615		$	430,406
Year ended December 31, 2016:
Net interest income	$	268,654		$	311,704		$	44,113		$	624,471		$	55,578		$	680,049
Provision for loan losses	(36,042		)	4,378			(122		)	(31,786		)	(4,532		)	(36,318		)
Non-interest income	116,185			187,350			144,661			448,196			(1,640		)	446,556
Investment securities losses, net	—			—			—			—			(53		)	(53		)
Non-interest expense	(266,258		)	(272,398		)	(113,888		)	(652,544		)	(36,685		)	(689,229		)
Income before income taxes	$	82,539		$	231,034		$	74,764		$	388,337		$	12,668		$	401,005

Segment Balance Sheet Data



(In thousands)	Consumer		Commercial		Wealth		Segment Totals		Other/Elimination		Consolidated Totals
Average balances for 2018:
Assets	$	2,541,627	$	9,115,738	$	1,243,806	$	12,901,171	$	11,765,064	$	24,666,235
Loans, including held for sale	2,401,657		8,939,696		1,233,780		12,575,133		1,370,439		13,945,572
Goodwill and other intangible assets	78,062		68,300		746		147,108		—		147,108
Deposits	10,210,506		8,029,248		1,871,596		20,111,350		19,902		20,131,252
Average balances for 2017:
Assets	$	2,610,045	$	8,830,584	$	1,218,598	$	12,659,227	$	12,372,381	$	25,031,608
Loans, including held for sale	2,471,578		8,635,035		1,209,792		12,316,405		1,312,746		13,629,151
Goodwill and other intangible assets	76,734		68,538		746		146,018		—		146,018
Deposits	10,190,613		8,301,004		2,090,582		20,582,199		12,587		20,594,786

The above segment balances include only those items directly associated with the segment. The “Other/Elimination” column includes unallocated bank balances not associated with a segment (such as investment securities and federal funds sold), balances relating to certain other administrative and corporate functions, and eliminations between segment and non-segment balances. This column also includes the resulting effect of allocating such items as float, deposit reserve and capital for the purpose of computing the cost or credit for funds used/provided.

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The Company’s reportable segments are strategic lines of business that offer different products and services. They are managed separately because each line services a specific customer need, requiring different performance measurement analyses and marketing strategies. The performance measurement of the segments is based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution. The information is also not necessarily indicative of the segments’ financial condition and results of operations if they were independent entities.

13. Common and Preferred Stock*

On December 17, 2018, the Company distributed a 5% stock dividend on its $5 par common stock for the 25th consecutive year. All per common share data in this report has been restated to reflect the stock dividend.

The Company applies the two-class method of computing income per share, as nonvested share-based awards that pay nonforfeitable common stock dividends are considered securities which participate in undistributed earnings with common stock. The two-class method requires the calculation of separate income per share amounts for the nonvested share-based awards and for common stock. Income per share attributable to common stock is shown in the following table. Nonvested share-based awards are further discussed in Note 10 on Stock-Based Compensation.

Basic income per share is based on the weighted average number of common shares outstanding during the year. Diluted income per share gives effect to all dilutive potential common shares that were outstanding during the year. Presented below is a summary of the components used to calculate basic and diluted income per common share, which have been restated for all stock dividends.



(In thousands, except per share data)	2018		2017		2016
Basic income per common share:
Net income attributable to Commerce Bancshares, Inc.	$	433,542	$	319,383	$	275,391
Less preferred stock dividends	9,000		9,000		9,000
Net income available to common shareholders	424,542		310,383		266,391
Less income allocated to nonvested restricted stock	4,558		3,848		3,698
Net income allocated to common stock	$	419,984	$	306,535	$	262,693
Weighted average common shares outstanding	110,812		110,833		110,505
Basic income per common share	$	3.79	$	2.77	$	2.38
Diluted income per common share:
Net income available to common shareholders	$	424,542	$	310,383	$	266,391
Less income allocated to nonvested restricted stock	4,547		3,838		3,692
Net income allocated to common stock	$	419,995	$	306,545	$	262,699
Weighted average common shares outstanding	110,812		110,833		110,505
Net effect of the assumed exercise of stock-based awards -- based on the treasury stock method using the average market price for the respective periods	343		391		295
Weighted average diluted common shares outstanding	111,155		111,224		110,800
Diluted income per common share	$	3.78	$	2.76	$	2.37

Unexercised stock appreciation rights of 223 thousand , 159 thousand and 88 thousand were excluded from the computation of diluted income per share for the years ended December 31, 2018 , 2017 and 2016 , respectively, because their inclusion would have been anti-dilutive.

The Company has 6,000,000 depositary shares outstanding, representing 6,000 shares of 6.00% Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share, having an aggregate liquidation preference of $150.0 million (“Series B Preferred Stock”). Each depositary share has a liquidation preference of $25 per share. Dividends on the Series B Preferred Stock, if declared, accrue and are payable quarterly, in arrears, at a rate of 6.00%. The Series B Preferred Stock qualifies as Tier 1 capital for the purposes of the regulatory capital calculations. In the event that the Company does not declare and pay dividends on the Series B Preferred Stock for the most recent dividend period, the ability of the Company to declare or pay dividends on, purchase, redeem or otherwise acquire shares of its common stock or any securities of the Company that rank junior to the Series B Preferred Stock is subject to certain restrictions under the terms of the Series B Preferred Stock.

The Company maintains a treasury stock buyback program authorized by its Board of Directors. The most recent authorization in October 2015 approved future purchases of 5,000,000 shares of the Company's common stock. At December 31, 2018 , 2,249,563 shares of common stock remained available for purchase under the current authorization.

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The table below shows activity in the outstanding shares of the Company’s common stock during the past three years. Shares in the table below are presented on an historical basis and have not been restated for the annual 5% stock dividends.



	Years Ended December 31
(In thousands)	2018		2017		2016
Shares outstanding at January 1	106,615		101,461		97,226
Issuance of stock:
Awards and sales under employee and director plans	416		403		397
5% stock dividend	5,305		5,078		4,831
Other purchases of treasury stock	(1,194	)	(315	)	(959	)
Other	(13	)	(12	)	(34	)
Shares outstanding at December 31	111,129		106,615		101,461

* Except as noted in the above table, all share and per share amounts in this note have been restated for the 5% common stock dividend distributed in 2018 .

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14. Regulatory Capital Requirements

The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and additional discretionary actions by regulators that could have a direct material effect on the Company’s financial statements. The regulations require the Company to meet specific capital adequacy guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s capital classification is also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The following tables show the capital amounts and ratios for the Company (on a consolidated basis) and the Bank, together with the minimum capital adequacy and well-capitalized capital requirements, at the last two year ends.



	Actual				Minimum Capital Adequacy Requirement				Well-Capitalized Capital Requirement
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2018
Total Capital (to risk-weighted assets):
Commerce Bancshares, Inc. (consolidated)	$	3,022,023	15.82	%	$	1,528,317	8.00	%	N.A.		N.A.
Commerce Bank	2,655,591		13.98		1,519,169		8.00		$	1,898,962	10.00	%
Tier I Capital (to risk-weighted assets):
Commerce Bancshares, Inc. (consolidated)	$	2,861,016	14.98	%	$	1,146,238	6.00	%	N.A.		N.A.
Commerce Bank	2,494,584		13.14		1,139,377		6.00		$	1,519,169	8.00	%
Tier I Common Capital (to risk-weighted assets):
Commerce Bancshares, Inc. (consolidated)	$	2,716,232	14.22	%	$	859,678	4.50	%	N.A.		N.A.
Commerce Bank	2,494,584		13.14		854,533		4.50		$	1,234,325	6.50	%
Tier I Capital (to adjusted quarterly average assets):
(Leverage Ratio)
Commerce Bancshares, Inc. (consolidated)	$	2,861,016	11.52	%	$	993,564	4.00	%	N.A.		N.A.
Commerce Bank	2,494,584		10.07		991,185		4.00		$	1,238,981	5.00	%
December 31, 2017
Total Capital (to risk-weighted assets):
Commerce Bancshares, Inc. (consolidated)	$	2,747,863	14.35	%	$	1,531,996	8.00	%	N.A.		N.A.
Commerce Bank	2,428,789		12.76		1,522,361		8.00		$	1,902,951	10.00	%
Tier I Capital (to risk-weighted assets):
Commerce Bancshares, Inc. (consolidated)	$	2,567,264	13.41	%	$	1,148,997	6.00	%	N.A.		N.A.
Commerce Bank	2,268,131		11.92		1,141,771		6.00		$	1,522,361	8.00	%
Tier I Common Capital (to risk-weighted assets):
Commerce Bancshares, Inc. (consolidated)	$	2,422,480	12.65	%	$	861,748	4.50	%	N.A.		N.A.
Commerce Bank	2,268,131		11.92		856,328		4.50		$	1,236,918	6.50	%
Tier I Capital (to adjusted quarterly average assets):
(Leverage Ratio)
Commerce Bancshares, Inc. (consolidated)	$	2,567,264	10.39	%	$	988,653	4.00	%	N.A.		N.A.
Commerce Bank	2,268,131		9.20		986,240		4.00		$	1,232,800	5.00	%

The minimum required ratios for well-capitalized banks (under prompt corrective action provisions) are 6.5% for Tier I common capital, 8.0% for Tier I capital, 10.0% for Total capital and 5.0% for the leverage ratio.

At December 31, 2018 and 2017 , the Company met all capital requirements to which it is subject, and the Bank’s capital position exceeded the regulatory definition of well-capitalized.

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15. Revenue from Contracts with Customers

The Company adopted ASU 2014-09, "Revenue from Contracts with Customers," and its related amendments on January 1, 2018. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For the year ended December 31, 2018 , approximately 62% of the Company’s total revenue was comprised of net interest income, which is not within the scope of this guidance. Of the remaining revenue, those items that were subject to this guidance mainly included fees for bank card, trust, deposit account services and consumer brokerage services.

The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes. However, application of the new guidance resulted in a reclassification of certain bank card related network and rewards costs, previously classified as non-interest expense, to a reduction to non-interest income in the Company’s consolidated statements of income. The reclassification had no effect on prior period net income or net income per share. The Company adopted ASU 2014-09 on a full retrospective basis, in which each prior reporting period has been presented in accordance with the new guidance.

The table below shows the effect of this reclassification on bank card fee income and non-interest expense for the years ended December 31, 2017 and 2016 .



	For the year ended December 31, 2017							For the Year Ended December 31, 2016
(In thousands)	As Previously Reported		Adoption of ASU 2014-09			As Adjusted		As Previously Reported		Adoption of ASU 2014-09			As Adjusted
Non-interest income:
Bank card transaction fees	$	180,441	$	(25,341	)	$	155,100	$	181,879	$	(27,836	)	$	154,043
Total non-interest income	486,604		(25,341		)	461,263		474,392		(27,836		)	446,556
Non-interest expense:
Data processing and software	$	92,246	$	(11,248	)	$	80,998	$	92,722	$	(13,133	)	$	79,589
Other	77,459		(14,093		)	63,366		74,202		(14,703		)	59,499
Total non-interest expense	769,684		(25,341		)	744,343		717,065		(27,836		)	689,229

The following table disaggregates non-interest income subject to ASU 2014-09 by major product line.



	For the Year Ended December 31
(In thousands)	2018		2017		2016
Bank card transaction fees	$	171,576	$	155,100	$	154,043
Trust fees	147,964		135,159		121,795
Deposit account charges and other fees	94,517		90,060		86,394
Consumer brokerage services	15,807		14,630		13,784
Other non-interest income	37,440		30,128		31,326
Total non-interest income from contracts with customers	467,304		425,077		407,342
Other non-interest income ^(a)	34,037		36,186		39,214
Total non-interest income	$	501,341	$	461,263	$	446,556

(a) This revenue is not within the scope of ASU 2014-09, and includes fees relating to capital market activities, loan fees and sales, derivative instruments, standby letters of credit and various other transactions.

The following table presents the opening and closing receivable balances for the years ended December 31, 2018 and 2017 for the Company’s significant revenue categories subject to ASU 2014-09.



(In thousands)	December 31, 2018		December 31, 2017		December 31, 2016
Bank card transaction fees	$	13,035	$	13,315	$	14,686
Trust fees	2,721		2,802		2,681
Deposit account charges and other fees	6,107		5,597		5,735
Consumer brokerage services	559		380		309

For these revenue categories, none of the transaction price has been allocated to performance obligations that are unsatisfied as of the end of a reporting period. A description of these revenue categories follows.

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Bank Card Transaction Fees

The following table presents the components of bank card fee income.



	For the Years Ended December 31
(In thousands)	2018			2017			2016
Debit card:
Fee income	$	41,522		$	40,134		$	39,430
Expense for network charges	(1,784		)	(4,498		)	(5,989		)
Net debit card fees	39,738			35,636			33,441

Credit card:
Fee income	26,799			25,275			24,650
Expense for network charges and rewards	(13,834		)	(10,699		)	(9,816		)
Net credit card fees	12,965			14,576			14,834

Corporate card:
Fee income	199,651			179,642			166,576
Expense for network charges and rewards	(100,011		)	(94,823		)	(83,851		)
Net corporate card fees	99,640			84,819			82,725

Merchant:
Fee income	30,241			31,863			37,407
Fees to cardholder banks	(7,831		)	(8,228		)	(9,585		)
Expense for network charges	(3,177		)	(3,566		)	(4,779		)
Net merchant fees	19,233			20,069			23,043
Total bank card transaction fees	$	171,576		$	155,100		$	154,043

The majority of debit and credit card fees are reported in the Consumer segment, while corporate card and merchant fees are reported in the Commercial segment.

Debit and Credit Card Fees

The Company issues debit and credit cards to its retail and commercial banking customers who use the cards to purchase goods and services from merchants through an electronic payment system. As a card issuer, the Company earns fees, including interchange income, for processing the cardholder’s purchase transaction with a merchant through a settlement network. Purchases are charged directly to a customer’s checking account (in the case of a debit card), or are posted to a customer’s credit card account. The fees earned are established by the settlement network and are dependent on the type of transaction processed but are typically based on a per unit charge. Interchange income, the largest component of debit and credit card fees, is settled daily through the networks. The services provided to the cardholders include issuing and maintaining cards, settling purchases with merchants, and maintaining memberships in various card networks to facilitate processing. These services are considered one performance obligation, as one of the services would not be performed without the others. The performance obligation is satisfied as services are rendered for each purchase transaction, and income is immediately recognized.

In order to participate in the settlement network process, the Company must pay various transaction-related costs, established by the networks, including membership fees and a per unit charge for each transaction. These expenses are recorded net of the card fees earned.

Consumer credit card products offer cardholders rewards that can be later redeemed for cash or goods or services to encourage card usage. Reward programs must meet network requirements based on the type of card issued. The expense associated with the rewards granted are recorded net of the credit card fees earned.

Commercial card products offer cash rewards to corporate cardholders to encourage card usage in facilitating corporate payments. The Company pays cash rewards based on contractually agreed upon amounts, normally as a percent of each sales transaction. The expense associated with the cash rewards program is recorded net of the corporate card fees earned.

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Merchant Fees

The Company offers merchant processing services to its business customers to enable them to accept credit and debit card payments. Merchant processing activities include gathering merchant sales information, authorizing sales transactions and collecting the funds from card issuers using the networks. The merchant is charged a merchant discount fee for the services based on agreed upon pricing between the merchant and the Company. Merchant fees are recorded net of outgoing interchange costs paid to the card issuing banks and net of other network costs as show in the table above.

Merchant services provided are considered one performance obligation, as one of the services would not be performed without the others. The performance obligation is satisfied as services are rendered for each settlement transaction and income is immediately recognized. Income earned from merchant fees settles with the customer according to terms negotiated in individual customer contracts. The majority of customers settle with the Company at least monthly.

Trust Fees

The following table shows the components of revenue within trust fees.



	For the Years Ended December 31
(In thousands)	2018		2017		2016
Private client	$	111,533	$	100,358	$	90,992
Institutional	29,241		27,477		24,565
Other	7,190		7,324		6,238
Total trust fees	$	147,964	$	135,159	$	121,795

This revenue is reported in the Wealth segment.

The Company provides trust and asset management services to both private client and institutional trust customers including asset custody, investment advice, and reporting and administrative services. Other specialized services such as tax preparation, financial planning, representation and other related services are provided as needed. Trust fees are generally earned monthly and billed based on a rate multiplied by the fair value of the customer trust assets. The majority of customer trust accounts are billed monthly. However, some accounts are billed quarterly, and a small number of accounts are billed semi-annually or annually, in accordance with agreements in place with the customer. The Company accrues trust fees monthly based on an estimate of fees due and either directly charges the customer’s account the following month or invoices the customer for fees due according to the billing schedule.

The Company maintains written product pricing information which is used to bill each trust customer based on the services provided. Providing trust services is considered to be a single performance obligation that is satisfied on a monthly basis, involving the monthly custody of customer assets, statement rendering, periodic investment advice where applicable, and other specialized services as needed. As such, performance obligations are considered to be satisfied at the conclusion of each month while trust fee income is also recorded monthly.

Deposit Account Charges and Other Fees

The following table shows the components of revenue within deposit account charges and other fees.



	For the Years Ended December 31
(In thousands)	2018		2017		2016
Corporate cash management fees	$	38,468	$	36,044	$	36,131
Overdraft and return item fees	31,468		30,576		29,350
Other service charges on deposit accounts	24,581		23,440		20,913
Total deposit account charges and other fees	$	94,517	$	90,060	$	86,394

Approximately half of this revenue is reported in the Consumer segment, while the remainder is reported in the Commercial segment.

The Company provides corporate cash management services to its business and non-profit customers to meet their various transaction processing needs. Such services include deposit and check processing, lockbox, remote deposit, reconciliation, on-line banking and other similar transaction processing services. The Company maintains unit prices for each type of service, and

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the customer is billed based on transaction volumes processed monthly. The customer is usually billed either monthly or quarterly, however, some customers may be billed semi-annually or annually. The customer may pay for the cash management services provided either by paying in cash or using the value of deposit balances (formula provided to the customer) held at the Company. The Company’s performance obligation for corporate cash management services is the processing of items over a monthly term, and the obligations are satisfied at the conclusion of each month.

Overdraft fees are charged to customers when daily checks and other withdrawals to customers’ accounts exceed balances on hand. Fees are based on a unit price multiplied by the number of items processed whose total amounts exceed the available account balance. The daily overdraft charge is calculated and the fee is posted to the customer’s account each day. The Company’s performance obligations for overdraft transactions is based on the daily transaction processed and the obligation is satisfied as each day’s transaction processing is concluded.

Other deposit fees include numerous smaller fees such as monthly statement fees, foreign ATM processing fees, identification restoration fees, and stop payment fees. Such fees are mostly billed to customers directly on their monthly deposit account statements, or in the case of foreign ATM processing fees, the fee is charged to the customer on the day that transactions are processed. Performance obligations for all of these various services are satisfied at the time that the service is rendered.

Consumer Brokerage Services

The following shows the components of revenue within consumer brokerage services.



	For the Years Ended December 31
(In thousands)	2018		2017		2016
Commission income	$	8,956	$	8,400	$	8,170
Managed account services	6,851		6,230		5,614
Total consumer brokerage services	$	15,807	$	14,630	$	13,784

Nearly all of this revenue is reported in the Company's Wealth segment.

Consumer brokerage services revenue is comprised of commissions received upon the execution of purchases and sales of mutual fund shares and equity securities, in addition to sales of annuities and certain limited insurance products in an agency capacity. Also, fees are earned on professionally managed advisory programs through arrangements with sub-advisors. Payment from the customer is due upon settlement date for purchases and sales of securities, at the purchase date for annuities and insurance products, and upon inception of the service period for advisory programs.

Most of the contracts (except advisory contracts) encompass two types of performance obligations. The first is an obligation to provide account maintenance, record keeping and custodial services throughout the contract term. The second is the obligation to provide trade execution services for the customers' purchases and sales of products mentioned above. The first obligation is satisfied over time as the service period elapses, while the second type of obligation is satisfied upon the execution of each purchase/sale transaction. Contracts for advisory services contain a single performance obligation comprised of providing the management services and related reporting/administrative services over the contract term.

The transaction price of the contracts (except advisory contracts) is a commission charged at the time of trade execution. The commission varies across different security types, insurance products and mutual funds. It is generally determined by standardized price lists published by the Company and its mutual fund and insurance vendors. Because the transaction price relates specifically to the trade execution, it has been allocated to that performance obligation and is recorded at the time of execution. The fee for advisory services is charged to the customer in advance of the quarterly service period, based on the account balance at the beginning of the period. Revenue is recognized ratably over the service period.

Other Non-Interest Income from Contracts with Customers

Other non-interest income consists mainly of various customer deposit related fees such as ATM fees and gains on sales of tax credits, foreclosed assets, and bank premises and equipment. Performance obligations for these services consist mainly of the execution of transactions for sales of various properties or providing specific deposit related transactions. Fees from these revenue sources are recognized when the performance obligation is completed, at which time cash is received by the Company.

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16. Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain financial and nonfinancial assets and liabilities and to determine fair value disclosures. Various financial instruments such as equity securities, available for sale debt securities, trading securities, certain investments relating to private equity activities, and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets and liabilities on a nonrecurring basis, such as loans held for sale, mortgage servicing rights and certain other investment securities. These nonrecurring fair value adjustments typically involve lower of cost or fair value accounting, or write-downs of individual assets.

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. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value. For accounting disclosure purposes, a three-level valuation hierarchy of fair value measurements has been established. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:


•	Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.


•	Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and inputs that are observable for the assets or liabilities, either directly or indirectly (such as interest rates, yield curves, and prepayment speeds).


•	Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. These may be internally developed, using the Company’s best information and assumptions that a market participant would consider.

When determining the fair value measurements for assets and liabilities required or permitted to be recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to observable market data for similar assets and liabilities. Nevertheless, certain assets and liabilities are not actively traded in observable markets, and the Company must use alternative valuation techniques to derive an estimated fair value measurement.

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Instruments Measured at Fair Value on a Recurring Basis

The table below presents the carrying values of assets and liabilities measured at fair value on a recurring basis at December 31, 2018 and 2017 . There were no transfers among levels during these years.



			Fair Value Measurements Using
(In thousands)	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2018
Assets:
Residential mortgage loans held for sale	$	13,529	$	—	$	13,529	$	—
Available for sale debt securities:
U.S. government and federal agency obligations	907,652		907,652		—		—
Government-sponsored enterprise obligations	195,778		—		195,778		—
State and municipal obligations	1,328,039		—		1,313,881		14,158
Agency mortgage-backed securities	3,214,985		—		3,214,985		—
Non-agency mortgage-backed securities	1,047,716		—		1,047,716		—
Asset-backed securities	1,511,614		—		1,511,614		—
Other debt securities	332,257		—		332,257		—
Trading debt securities	27,059		—		27,059		—
Equity securities	2,585		2,585		—		—
Private equity investments	85,659		—		—		85,659
Derivatives *	41,210		—		40,627		583
Assets held in trust for deferred compensation plan	12,968		12,968		—		—
Total assets	8,721,051		923,205		7,697,446		100,400
Liabilities:
Derivatives *	13,421		—		13,328		93
Liabilities held in trust for deferred compensation plan	12,968		12,968		—		—
Total liabilities	$	26,389	$	12,968	$	13,328	$	93
December 31, 2017
Assets:
Residential mortgage loans held for sale	$	15,327	$	—	$	15,327	$	—
Available for sale debt securities:
U.S. government and federal agency obligations	917,147		917,147		—		—
Government-sponsored enterprise obligations	406,363		—		406,363		—
State and municipal obligations	1,611,366		—		1,594,350		17,016
Agency mortgage-backed securities	3,040,913		—		3,040,913		—
Non-agency mortgage-backed securities	905,793		—		905,793		—
Asset-backed securities	1,492,800		—		1,492,800		—
Other debt securities	351,060		—		351,060		—
Trading debt securities	18,269		—		18,269		—
Equity securities	48,838		19,864		28,974		—
Private equity investments	55,752		—		—		55,752
Derivatives *	8,349		—		7,723		626
Assets held in trust for deferred compensation plan	12,843		12,843		—		—
Total assets	8,884,820		949,854		7,861,572		73,394
Liabilities:
Derivatives *	8,074		—		7,951		123
Liabilities held in trust for deferred compensation plan	12,843		12,843		—		—
Total liabilities	$	20,917	$	12,843	$	7,951	$	123


*	The fair value of each class of derivative is shown in Note 18.

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Valuation methods for instruments measured at fair value on a recurring basis

Following is a description of the Company’s valuation methodologies used for instruments measured at fair value on a recurring basis:

Residential mortgage loans held for sale

The Company originates fixed rate, first lien residential mortgage loans that are intended for sale in the secondary market. Fair value is based on quoted secondary market prices for loans with similar characteristics, which are adjusted to include the embedded servicing value in the loans. This adjustment represents an unobservable input to the valuation but is not considered significant given the relative insensitivity of the valuation to changes in this input. Accordingly, these loan measurements are classified as Level 2.

Available for sale debt securities

For available for sale securities, changes in fair value, including that portion of other-than-temporary impairment unrelated to credit loss, are recorded in other comprehensive income. As mentioned in Note 3 on Investment Securities, the Company records the credit-related portion of other-than-temporary impairment in current earnings. This portfolio comprises the majority of the assets which the Company records at fair value. Most of the portfolio, which includes government-sponsored enterprise, mortgage-backed and asset-backed securities, are priced utilizing industry-standard models that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. These measurements are classified as Level 2 in the fair value hierarchy. Where quoted prices are available in an active market, the measurements are classified as Level 1. Most of the Level 1 measurements apply to U.S. Treasury obligations.

The fair values of Level 1 and 2 securities in the available for sale portfolio are prices provided by a third-party pricing service. The prices provided by the third-party pricing service are based on observable market inputs, as described in the sections below. On a quarterly basis, the Company compares a sample of these prices to other independent sources for the same and similar securities. Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing service. Based on this research, the pricing service may affirm or revise its quoted price. No significant adjustments have been made to the prices provided by the pricing service. The pricing service also provides documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate.

Valuation methods and inputs, by class of security:


•	U.S. government and federal agency obligations

U.S. treasury bills, bonds and notes, including inflation-protected securities, are valued using live data from active market makers and inter-dealer brokers. Valuations for stripped coupon and principal issues are derived from yield curves generated from various dealer contacts and live data sources.


•	Government-sponsored enterprise obligations

Government-sponsored enterprise obligations are evaluated using cash flow valuation models. Inputs used are live market data, cash settlements, Treasury market yields, and floating rate indices such as LIBOR, CMT, and Prime.


•	State and municipal obligations, excluding auction rate securities

A yield curve is generated and applied to bond sectors, and individual bond valuations are extrapolated. Inputs used to generate the yield curve are bellwether issue levels, established trading spreads between similar issuers or credits, historical trading spreads over widely accepted market benchmarks, new issue scales, and verified bid information. Bid information is verified by corroborating the data against external sources such as broker-dealers, trustees/paying agents, issuers, or non-affiliated bondholders.


•	Mortgage and asset-backed securities

Collateralized mortgage obligations and other asset-backed securities are valued at the tranche level. For each tranche valuation, the process generates predicted cash flows for the tranche, applies a market based (or benchmark) yield/spread for each tranche, and incorporates deal collateral performance and tranche level attributes to determine tranche-specific spreads to adjust the benchmark yield. Tranche cash flows are generated from new deal files and prepayment/default assumptions. Tranche spreads are based on tranche characteristics such as average life, type, volatility, ratings, underlying

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collateral and performance, and prevailing market conditions. The appropriate tranche spread is applied to the corresponding benchmark, and the resulting value is used to discount the cash flows to generate an evaluated price.

Valuation of agency pass-through securities, typically issued under GNMA, FNMA, FHLMC, and SBA programs, are primarily derived from information from the To Be Announced (TBA) market. This market consists of generic mortgage pools which have not been received for settlement. Snapshots of the TBA market, using live data feeds distributed by multiple electronic platforms, are used in conjunction with other indices to compute a price based on discounted cash flow models.


•	Other debt securities

Other debt securities are valued using active markets and inter-dealer brokers as well as bullet spread scales and option adjusted spreads. The spreads and models use yield curves, terms and conditions of the bonds, and any special features (e.g., call or put options and redemption features).

The available for sale portfolio includes certain auction rate securities. Due to the illiquidity in the auction rate securities market in recent years, the fair value of these securities cannot be based on observable market prices. The fair values of these securities are estimated using a discounted cash flows analysis which is discussed more fully in the Level 3 Inputs section of this note. Because many of the inputs significant to the measurement are not observable, these measurements are classified as Level 3 measurements.

Equity securities with readily determinable fair values

Equity securities are priced using the market prices for each security from the major stock exchanges or other electronic quotation systems. These are generally classified as Level 1 measurements. Stocks which trade infrequently are classified as Level 2.

Trading debt securities

The securities in the Company’s trading portfolio are priced by averaging several broker quotes for similar instruments and are classified as Level 2 measurements.

Private equity investments

These securities are held by the Company’s private equity subsidiaries and are included in other investment securities in the consolidated balance sheets. Due to the absence of quoted market prices, valuation of these nonpublic investments requires significant management judgment. These fair value measurements, which are discussed in the Level 3 Inputs section of this note, are classified as Level 3.

Derivatives

The Company’s derivative instruments include interest rate swaps and floors, foreign exchange forward contracts, and certain credit risk guarantee agreements. When appropriate, the impact of credit standing as well as any potential credit enhancements, such as collateral, has been considered in the fair value measurement.

•

Valuations for interest rate swaps are derived from a proprietary model whose significant inputs are readily observable market parameters, primarily yield curves used to calculate current exposure. Counterparty credit risk is incorporated into the model and calculated by applying a net credit spread over LIBOR to the swap's total expected exposure over time. The net credit spread is comprised of spreads for both the Company and its counterparty, derived from probability of default and other loss estimate information obtained from a third party credit data provider or from the Company's Credit Department when not otherwise available. The credit risk component is not significant compared to the overall fair value of the swaps. The results of the model are constantly validated through comparison to active trading in the marketplace.

Parties to swaps requiring central clearing are required to post collateral (generally in the form of cash or marketable securities) to an authorized clearing agency that holds and monitors the collateral. In January 2017, the Company's clearing counterparty made rule changes to characterize a component of this collateral as a legal settlement of the derivative contract exposure. As a result, this component, known as variation margin, is no longer accounted for separately from the derivative as collateral, but is considered in determining the fair value of the derivative.

Valuations for interest rate floors are also derived from a proprietary model whose significant inputs are readily observable market parameters, primarily yield curves and volatility surfaces. The model uses market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fall below the strike rates of the floors. The model also incorporates credit valuation adjustments of both the Company's and the counterparties' non-

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performance risk. The credit valuation adjustment component is not significant compared to the overall fair value of the floors.

The fair value measurements of interest rate swaps and floors are classified as Level 2 due to the observable nature of the significant inputs utilized.


•	Fair value measurements for foreign exchange contracts are derived from a model whose primary inputs are quotations from global market makers and are classified as Level 2.

•

The Company’s contracts related to credit risk guarantees are valued under a proprietary model which uses unobservable inputs and assumptions about the creditworthiness of the counterparty (generally a Bank customer). Customer credit spreads, which are based on probability of default and other loss estimates, are calculated internally by the Company's Credit Department, as mentioned above, and are based on the Company's internal risk rating for each customer. Because these inputs are significant to the measurements, they are classified as Level 3.

•

Derivatives relating to residential mortgage loan sale activity include commitments to originate mortgage loans held for sale, forward loan sale contracts, and forward commitments to sell TBA securities. The fair values of loan commitments and sale contracts are estimated using quoted market prices for loans similar to the underlying loans in these instruments. The valuations of loan commitments are further adjusted to include embedded servicing value and the probability of funding. These assumptions are considered Level 3 inputs and are significant to the loan commitment valuation; accordingly, the measurement of loan commitments is classified as Level 3. The fair value measurement of TBA contracts is based on security prices published on trading platforms and is classified as Level 2.

Assets held in trust

Assets held in an outside trust for the Company’s deferred compensation plan consist of investments in mutual funds. The fair value measurements are based on quoted prices in active markets and classified as Level 1. The Company has recorded an asset representing the total investment amount. The Company has also recorded a corresponding liability, representing the Company’s liability to the plan participants.

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The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
(In thousands)	State and Municipal Obligations			Private Equity Investments			Derivatives			Total
Year ended December 31, 2018:
Balance at January 1, 2018	$	17,016		$	55,752		$	503		$	73,271
Total gains or losses (realized/unrealized):
Included in earnings	—			13,849			105			13,954
Included in other comprehensive income	(274		)	—			—			(274		)
Investment securities called	(2,616		)	—			—			(2,616		)
Discount accretion	32			—			—			32
Purchases of private equity securities	—			16,395			—			16,395
Sale / pay down of private equity securities	—			(371		)	—			(371		)
Capitalized interest/dividends	—			34			—			34
Purchase of risk participation agreement	—			—			61			61
Sale of risk participation agreement	—			—			(179		)	(179		)
Balance at December 31, 2018	$	14,158		$	85,659		$	490		$	100,307
Total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2018	$	—		$	13,849		$	663		$	14,512
Year ended December 31, 2017:
Balance at January 1, 2017	$	16,682		$	50,820		$	258		$	67,760
Total gains or losses (realized/unrealized):
Included in earnings	—			(5,833		)	266			(5,567		)
Included in other comprehensive income	882			—			—			882
Investment securities called	(600		)	—			—			(600		)
Discount accretion	52			—			—			52
Purchases of private equity securities	—			13,352			—			13,352
Sale / pay down of private equity securities	—			(2,621		)	—			(2,621		)
Capitalized interest/dividends	—			34			—			34
Purchase of risk participation agreement	—			—			70			70
Sale of risk participation agreement	—			—			(91		)	(91		)
Balance at December 31, 2017	$	17,016		$	55,752		$	503		$	73,271
Total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2017	$	—		$	(5,658	)	$	615		$	(5,043	)

Gains and losses on the Level 3 assets and liabilities in the table above are reported in the following income categories:



(In thousands)	Loan Fees and Sales			Other Non-Interest Income		Investment Securities Gains (Losses), Net			Total
Year ended December 31, 2018:
Total gains or losses included in earnings	$	(45	)	$	150	$	13,849		$	13,954
Change in unrealized gains or losses relating to assets still held at December 31, 2018	$	535		$	128	$	13,849		$	14,512
Year ended December 31, 2017:
Total gains or losses included in earnings	$	231		$	35	$	(5,833	)	$	(5,567	)
Change in unrealized gains or losses relating to assets still held at December 31, 2017	$	580		$	35	$	(5,658	)	$	(5,043	)

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Level 3 Inputs

As shown above, the Company's significant Level 3 measurements which employ unobservable inputs that are readily quantifiable pertain to auction rate securities (ARS) held by the Bank, investments in portfolio concerns held by the Company's private equity subsidiaries, and held for sale residential mortgage loan commitments. ARS are included in state and municipal securities and totaled $14.2 million at December 31, 2018 , while private equity investments, included in other securities, totaled $85.7 million .

Information about these inputs is presented in the table and discussions below.



Quantitative Information about Level 3 Fair Value Measurements						Weighted
	Valuation Technique	Unobservable Input	Range			Average
Auction rate securities	Discounted cash flow	Estimated market recovery period	4	-	5 years
		Estimated market rate	4.3%	-	4.8%
Private equity investments	Market comparable companies	EBITDA multiple	4.0	-	6.0
Mortgage loan commitments	Discounted cash flow	Probability of funding	53.7%	-	98.0%	78.6%
		Embedded servicing value	.7%	-	2.3%	1.3%

The fair values of ARS are estimated using a discounted cash flows analysis in which estimated cash flows are based on mandatory interest rates paid under failing auctions and projected over an estimated market recovery period. Under normal conditions, ARS traded in weekly auctions and were considered liquid investments. The Company's estimate of when these auctions might resume is highly judgmental and subject to variation depending on current and projected market conditions. Few auctions of these securities have been successful in recent years, and most secondary transactions have been privately arranged. Estimated cash flows during the period over which the Company expects to hold the securities are discounted at an estimated market rate. These securities are comprised of bonds issued by various states and municipalities for healthcare and student lending purposes, and market rates are derived for each type. Market rates are calculated at each valuation date using a LIBOR or Treasury based rate plus spreads representing adjustments for liquidity premium and nonperformance risk. The spreads are developed internally by employees in the Company's bond department. An increase in the holding period alone would result in a higher fair value measurement, while an increase in the estimated market rate (the discount rate) alone would result in a lower fair value measurement. The valuation of the ARS portfolio is reviewed on a quarterly basis by the Company's chief investment officers.

The fair values of the Company's private equity investments are based on a determination of fair value of the investee company less preference payments assuming the sale of the investee company. Investee companies are normally non-public entities. The fair value of the investee company is determined by reference to the investee's total earnings before interest, depreciation/amortization, and income taxes (EBITDA) multiplied by an EBITDA factor. EBITDA is normally determined based on a trailing prior period adjusted for specific factors including current economic outlook, investee management, and specific unique circumstances such as sales order information, major customer status, regulatory changes, etc. The EBITDA multiple is based on management's review of published trading multiples for recent private equity transactions and other judgments and is derived for each individual investee. The fair value of the Company's investment (which is usually a partial interest in the investee company) is then calculated based on its ownership percentage in the investee company. On a quarterly basis, these fair value analyses are reviewed by a valuation committee consisting of investment managers and senior Company management.

The significant unobservable inputs used in the fair value measurement of the Company’s derivative commitments to originate residential mortgage loans are the percentage of commitments that are actually funded and the mortgage servicing value that is inherent in the underlying loan value. A significant increase in the rate of loans that fund would result in a larger derivative asset or liability. A significant increase in the inherent mortgage servicing value would result in an increase in the derivative asset or a reduction in the derivative liability. The probability of funding and the inherent mortgage servicing values are directly impacted by changes in market rates and will generally move in the same direction as interest rates.

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Instruments Measured at Fair Value on a Nonrecurring Basis

For assets measured at fair value on a nonrecurring basis during 2018 and 2017 , and still held as of December 31, 2018 and 2017 , the following table provides the adjustments to fair value recognized during the respective periods, the level of valuation assumptions used to determine each adjustment, and the carrying value of the related individual assets or portfolios at December 31, 2018 and 2017 .



			Fair Value Measurements Using
(In thousands)	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Balance at December 31, 2018
Collateral dependent impaired loans	$	294	$	—	$	—	$	294	$	(269	)
Mortgage servicing rights	6,478		—		—		6,478		9
Long-lived assets	914		—		—		914		(552		)
Balance at December 31, 2017
Collateral dependent impaired loans	$	1,236	$	—	$	—	$	1,236	$	(617	)
Mortgage servicing rights	4,653		—		—		4,653		13
Foreclosed assets	—		—		—		—		(9		)
Long-lived assets	3,378		—		—		3,378		(724		)

Valuation methods for instruments measured at fair value on a nonrecurring basis

Following is a description of the Company’s valuation methodologies used for other financial and nonfinancial instruments measured at fair value on a nonrecurring basis.

Collateral dependent impaired loans

While the overall loan portfolio is not carried at fair value, the Company periodically records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments also include certain impairment amounts for collateral dependent loans when establishing the allowance for loan losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. In determining the value of real estate collateral, the Company relies on external and internal appraisals of property values depending on the size and complexity of the real estate collateral. The Company maintains a staff of qualified appraisers who also review third party appraisal reports for reasonableness. In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists. Values of all loan collateral are regularly reviewed by credit administration. Unobservable inputs to these measurements, which include estimates and judgments often used in conjunction with appraisals, are not readily quantifiable. These measurements are classified as Level 3. Changes in fair value recognized for partial charge-offs of loans and loan impairment reserves on loans held by the Company at December 31, 2018 and 2017 are shown in the table above.

Mortgage servicing rights

The Company initially measures its mortgage servicing rights at fair value and amortizes them over the period of estimated net servicing income. They are periodically assessed for impairment based on fair value at the reporting date. Mortgage servicing rights do not trade in an active market with readily observable prices. Accordingly, the fair value is estimated based on a valuation model which calculates the present value of estimated future net servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, market discount rates, cost to service, float earnings rates, and other ancillary income, including late fees. The fair value measurements are classified as Level 3.

Foreclosed assets

Foreclosed assets consist of loan collateral which has been repossessed through foreclosure. This collateral is comprised of commercial and residential real estate and other non-real estate property, including auto, marine and recreational vehicles. Foreclosed assets are initially recorded as held for sale at the lower of the loan balance or fair value of the collateral less estimated selling costs. Subsequent to foreclosure, valuations are updated periodically, and the assets may be marked down further, reflecting

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a new cost basis. Fair value measurements may be based upon appraisals, third-party price opinions, or internally developed pricing methods. These measurements are classified as Level 3.

Long-lived assets

When investments in branch facilities and various office buildings are determined to be impaired, their carrying values are written down to estimated fair value, or estimated fair value less cost to sell if the property is held for sale. Fair value is estimated in a process which considers current local commercial real estate market conditions and the judgment of the sales agent and often involves obtaining third party appraisals from certified real estate appraisers. The carrying amounts of these real estate holdings are regularly monitored by real estate professionals employed by the Company. These fair value measurements are classified as Level 3. Unobservable inputs to these measurements, which include estimates and judgments often used in conjunction with appraisals, are not readily quantifiable.

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17. Fair Value of Financial Instruments

The carrying amounts and estimated fair values of financial instruments held by the Company are set forth below. Fair value estimates are made at a specific point in time based on relevant market information. They do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for many of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, risk characteristics and economic conditions. These estimates are subjective, involve uncertainties, and cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

As mentioned in Note 3, the Company prospectively adopted ASU 2016-01 on January 1, 2018. In accordance with its requirements, the fair value of loans as of December 31, 2018 was measured using an exit price notion. The fair value of loans as of December 31, 2017 was measured using an entry price notion.

The estimated fair values of the Company’s financial instruments and the classification of their fair value measurements within the valuation hierarchy are as follows at December 31, 2018 and 2017 :



	Carrying Amount		Estimated Fair Value at December 31, 2018
(In thousands)			Level 1		Level 2		Level 3		Total
Financial Assets
Loans:
Business	$	5,106,427	$	—	$	—	$	5,017,694	$	5,017,694
Real estate - construction and land	869,659		—		—		868,274		868,274
Real estate - business	2,875,788		—		—		2,846,095		2,846,095
Real estate - personal	2,127,083		—		—		2,084,370		2,084,370
Consumer	1,955,572		—		—		1,916,627		1,916,627
Revolving home equity	376,399		—		—		365,069		365,069
Consumer credit card	814,134		—		—		756,651		756,651
Overdrafts	15,236		—		—		11,223		11,223
Total loans	14,140,298		—		—		13,866,003		13,866,003
Loans held for sale	20,694		—		20,694		—		20,694
Investment securities	8,698,666		910,237		7,643,290		145,139		8,698,666
Federal funds sold	3,320		3,320		—		—		3,320
Securities purchased under agreements to resell	700,000		—		—		693,228		693,228
Interest earning deposits with banks	689,876		689,876		—		—		689,876
Cash and due from banks	507,892		507,892		—		—		507,892
Derivative instruments	41,210		—		40,627		583		41,210
Assets held in trust for deferred compensation plan	12,968		12,968		—		—		12,968
Total	$	24,814,924	$	2,124,293	$	7,704,611	$	14,704,953	$	24,533,857
Financial Liabilities
Non-interest bearing deposits	$	6,980,298	$	6,980,298	$	—	$	—	$	6,980,298
Savings, interest checking and money market deposits	11,685,239		11,685,239		—		—		11,685,239
Certificates of deposit	1,658,122		—		—		1,663,748		1,663,748
Federal funds purchased	13,170		13,170		—		—		13,170
Securities sold under agreements to repurchase	1,943,219		—		—		1,944,458		1,944,458
Other borrowings	8,702		—		—		8,702		8,702
Derivative instruments	13,421		—		13,328		93		13,421
Liabilities held in trust for deferred compensation plan	12,968		12,968		—		—		12,968
Total	$	22,315,139	$	18,691,675	$	13,328	$	3,617,001	$	22,322,004

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	Carrying Amount		Estimated Fair Value at December 31, 2017
(In thousands)			Level 1		Level 2		Level 3		Total
Financial Assets
Loans:
Business	$	4,958,554	$	—	$	—	$	4,971,401	$	4,971,401
Real estate - construction and land	968,820		—		—		979,389		979,389
Real estate - business	2,697,452		—		—		2,702,598		2,702,598
Real estate - personal	2,062,787		—		—		2,060,443		2,060,443
Consumer	2,104,487		—		—		2,074,129		2,074,129
Revolving home equity	400,587		—		—		400,333		400,333
Consumer credit card	783,864		—		—		798,093		798,093
Overdrafts	7,123		—		—		7,123		7,123
Total loans	13,983,674		—		—		13,993,509		13,993,509
Loans held for sale	21,398		—		21,398		—		21,398
Investment securities	8,893,307		937,011		7,838,522		117,774		8,893,307
Federal funds sold	42,775		42,775		—		—		42,775
Securities purchased under agreements to resell	700,000		—		—		695,194		695,194
Interest earning deposits with banks	30,631		30,631		—		—		30,631
Cash and due from banks	438,439		438,439		—		—		438,439
Derivative instruments	8,349		—		7,723		626		8,349
Assets held in trust for deferred compensation plan	12,843		12,843		—		—		12,843
Total	$	24,131,416	$	1,461,699	$	7,867,643	$	14,807,103	$	24,136,445
Financial Liabilities
Non-interest bearing deposits	$	7,158,962	$	7,158,962	$	—	$	—	$	7,158,962
Savings, interest checking and money market deposits	11,499,620		11,499,620		—		—		11,499,620
Certificates of deposit	1,766,864		—		—		1,768,780		1,768,780
Federal funds purchased	202,370		202,370		—		—		202,370
Securities sold under agreements to repurchase	1,304,768		—		—		1,305,375		1,305,375
Other borrowings	1,758		—		—		1,758		1,758
Derivative instruments	8,074		—		7,951		123		8,074
Liabilities held in trust for deferred compensation plan	12,843		12,843		—		—		12,843
Total	$	21,955,259	$	18,873,795	$	7,951	$	3,076,036	$	21,957,782

18. Derivative Instruments

The notional amounts of the Company’s derivative instruments are shown in the table below. These contractual amounts, along with other terms of the derivative, are used to determine amounts to be exchanged between counterparties and are not a measure of loss exposure. At December 31, 2018 , with the exception of the interest rate floors (discussed below), the Company's derivative instruments are accounted for as free-standing derivatives, and changes in their fair value are recorded in current earnings.



	December 31
(In thousands)	2018		2017
Interest rate swaps	$	2,006,280	$	1,741,412
Interest rate floors	1,000,000		—
Interest rate caps	62,163		31,776
Credit risk participation agreements	143,460		133,488
Foreign exchange contracts	6,206		11,826
Mortgage loan commitments	14,544		17,110
Mortgage loan forward sale contracts	5,768		2,566
Forward TBA contracts	16,500		25,000
Total notional amount	$	3,254,921	$	1,963,178

The largest group of notional amounts relate to interest rate swap contracts sold to commercial customers who wish to modify their interest rate sensitivity. The customers are engaged in a variety of businesses, including real estate, manufacturing, retail

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product distribution, education, and retirement communities. These customer swaps are offset by matching contracts purchased by the Company from other financial dealer institutions. Contracts with dealers that require central clearing are novated to a clearing agency who becomes the Company's counterparty. Because of the matching terms of the offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings.

Many of the Company’s interest rate swap arrangements with large financial institutions contain contingent features relating to debt ratings or capitalization levels. Under these provisions, if the Company’s debt rating falls below investment grade or if the Company ceases to be “well-capitalized” under risk-based capital guidelines, certain counterparties can require immediate and ongoing collateralization on interest rate swaps in net liability positions, or can require instant settlement of the contracts. The Company maintains debt ratings and capital well above these minimum requirements.

During the year ended December 31, 2018, the Company entered into interest rate floors, with a combined notional value of $1.0 billion , to hedge the potential risk of declining interest rates on certain floating rate commercial loans. The premiums paid for these floors totaled $20.7 million . As of December 31, 2018 , the maximum length of time over which the Company is hedging its exposure to the variability in future cash flows is approximately 6 years, and the floors are forward starting, beginning in 2020. The interest rate floors qualified and were designated as cash flow hedges and were assessed for effectiveness using regression analysis. The change in the fair value of the interest rate floors are recorded in AOCI, net of the amortization of the premium paid, which is recorded against interest and fees on loans in the consolidated statements of income. As of December 31, 2018 , net deferred gains on the interest rate floors totaled $9.1 million (pre-tax) and were recorded in AOCI in the consolidated balance sheet. As of December 31, 2018 , it is expected that $2.8 million (pre-tax) of interest rate floor premium amortization will be reclassified from AOCI into earnings over the next twelve months.

The Company’s foreign exchange activity involves the purchase and sale of forward foreign exchange contracts, which are commitments to purchase or deliver a specified amount of foreign currency at a specific future date. This activity enables customers involved in international business to hedge their exposure to foreign currency exchange rate fluctuations. The Company minimizes its related exposure arising from these customer transactions with offsetting contracts for the same currency and time frame with approved, reputable counterparties. Risk arises from changes in the currency exchange rate and from the potential for counterparty nonperformance. These risks are controlled by adherence to a foreign exchange trading policy which contains control limits on currency amounts, open positions, maturities and losses, and procedures for approvals, record-keeping, monitoring and reporting. Hedge accounting has not been applied to these foreign exchange activities.

Credit risk participation agreements arise when the Company contracts, as a guarantor or beneficiary, with other financial institutions to share credit risk associated with certain interest rate swaps. These agreements provide for reimbursement of losses resulting from a third party default on the underlying swap. The Company’s risks and responsibilities as guarantor are further discussed in Note 20 on Commitments, Contingencies and Guarantees.

Under its program to sell residential mortgage loans in the secondary market, the Company designates certain newly-originated residential mortgage loans as held for sale. Derivative instruments arising from this activity include mortgage loan commitments and forward loan sale contracts. Changes in the fair values of the loan commitments and funded loans prior to sale that are due to changes in interest rates are economically hedged with forward contracts to sell residential mortgage-backed securities in the to-be-announced (TBA) market. These forward TBA contracts are also considered to be derivatives and are settled in cash at the security settlement date.

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The fair values of the Company’s derivative instruments are shown in the table below. Information about the valuation methods used to measure fair value is provided in Note 16 on Fair Value Measurements. Derivative instruments with a positive fair value (asset derivatives) are reported in other assets in the consolidated balance sheets while derivative instruments with a negative fair value (liability derivatives) are reported in other liabilities in the consolidated balance sheets. As mentioned in Note 16, effective January 2017, certain collateral posted to and from the Company's clearing counterparty has been offset against the fair values of cleared swaps, such that at December 31, 2018 in the table below, the positive fair values of cleared swaps were reduced by $8.1 million and the negative fair values of cleared swaps were reduced by $6.5 million . At December 31, 2017 , the positive fair values of cleared swaps were reduced by $4.5 million and the negative fair values of cleared swaps were reduced by $4.3 million .



	Asset Derivatives				Liability Derivatives
	December 31				December 31
	2018		2017		2018			2017
(In thousands )	Fair Value				Fair Value
Derivatives designated as hedging instruments:
Interest rate floors	$	29,031	$	—	$	—		$	—
Total derivatives designated as hedging instruments	$	29,031	$	—	$	—		$	—
Derivatives not designated as hedging instruments:
Interest rate swaps	$	11,537	$	7,674	$	(13,110	)	$	(7,857	)
Interest rate caps	24		16		(24		)	(16		)
Credit risk participation agreements	47		46		(93		)	(123		)
Foreign exchange contracts	20		21		(8		)	(40		)
Mortgage loan commitments	536		580		—			—
Mortgage loan forward sale contracts	15		8		(8		)	(7		)
Forward TBA contracts	—		4		(178		)	(31		)
Total derivatives not designated as hedging instruments	$	12,179	$	8,349	$	(13,421	)	$	(8,074	)
Total	$	41,210	$	8,349	$	(13,421	)	$	(8,074	)

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The pre-tax effects of derivative instruments on the consolidated statements of income are shown in the tables below.



	Amount of Gain or (Loss) Recognized in OCI		Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income
	For the Year Ended December 31			For the Year Ended December 31
(In thousands)	2018			2018
Derivatives in cash flow hedging relationships:
Interest rate floors* ^(a)	$	8,381	Interest and fees on loans	$	(760	)
Total	$	8,381		$	(760	)

* No hedging relationship existed during 2017 and 2016.

(a) Amounts shown herein were excluded from the assessment of effectiveness, as they represent the time value component of derivative gains (losses).



	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative
		For the Years Ended December 31
(In thousands)		2018			2017			2016
Derivative instruments:
Interest rate swaps	Other non-interest income	$	3,914		$	1,978		$	5,927
Interest rate caps	Other non-interest income	11			—			—
Credit risk participation agreements	Other non-interest income	150			35			(44		)
Foreign exchange contracts:	Other non-interest income	31			(80		)	55
Mortgage loan commitments	Loan fees and sales	(45		)	231			87
Mortgage loan forward sale contracts	Loan fees and sales	5			64			(63		)
Forward TBA contracts	Loan fees and sales	414			(648		)	79
Total		$	4,480		$	1,580		$	6,041

The following table shows the extent to which assets and liabilities relating to derivative instruments have been offset in the consolidated balance sheets. It also provides information about these instruments which are subject to an enforceable master netting arrangement, irrespective of whether they are offset, and the extent to which the instruments could potentially be offset. Also shown is collateral received or pledged in the form of other financial instruments, which is generally cash or marketable securities. The collateral amounts in this table are limited to the outstanding balances of the related asset or liability (after netting is applied); thus amounts of excess collateral are not shown. Most of the derivatives in the following table were transacted under master netting arrangements that contain a conditional right of offset, such as close-out netting, upon default.

While the Company is party to master netting arrangements with most of its swap derivative counterparties, the Company does not offset derivative assets and liabilities under these arrangements on its consolidated balance sheet. Collateral, usually in the form of marketable securities, is exchanged between the Company and dealer bank counterparties and is generally subject to thresholds and transfer minimums. By contract, it may be sold or re-pledged by the secured party until recalled at a subsequent valuation date by the pledging party. For those swap transactions requiring central clearing, the Company posts cash to its clearing agency. Collateral positions are valued daily, and adjustments to amounts received and pledged by the Company are made as appropriate to maintain proper collateralization for these transactions. Swap derivative transactions with customers are generally secured by rights to non-financial collateral, such as real and personal property, which is not shown in the table below.

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							Gross Amounts Not Offset in the Balance Sheet
(In thousands)	Gross Amount Recognized		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet		Financial Instruments Available for Offset			Collateral Received/Pledged			Net Amount
December 31, 2018
Assets:
Derivatives subject to master netting agreements	$	40,613	$	—	$	40,613	$	(2,992	)	$	(26,174	)	$	11,447
Derivatives not subject to master netting agreements	597		—		597
Total derivatives	41,210		—		41,210
Liabilities:
Derivatives subject to master netting agreements	13,333		—		13,333		(2,992		)	(261		)	10,080
Derivatives not subject to master netting agreements	88		—		88
Total derivatives	13,421		—		13,421
December 31, 2017
Assets:
Derivatives subject to master netting agreements	$	7,726	$	—	$	7,726	$	(233	)	$	(824	)	$	6,669
Derivatives not subject to master netting agreements	623		—		623
Total derivatives	8,349		—		8,349
Liabilities:
Derivatives subject to master netting agreements	7,935		—		7,935		(233		)	(1,570		)	6,132
Derivatives not subject to master netting agreements	139		—		139
Total derivatives	8,074		—		8,074

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19. Resale and Repurchase Agreements

The following table shows the extent to which assets and liabilities relating to securities purchased under agreements to resell (resale agreements) and securities sold under agreements to repurchase (repurchase agreements) have been offset in the consolidated balance sheets, in addition to the extent to which they could potentially be offset. Also shown is collateral received or pledged, which consists of marketable securities. The collateral amounts in the table are limited to the outstanding balances of the related asset or liability (after netting is applied); thus amounts of excess collateral are not shown. The agreements in the following table were transacted under master netting arrangements that contain a conditional right of offset, such as close-out netting, upon default.

Resale and repurchase agreements are agreements to purchase/sell securities subject to an obligation to resell/repurchase the same or similar securities. They are accounted for as collateralized financing transactions, not as sales and purchases of the securities portfolio. The securities collateral accepted or pledged in resale and repurchase agreements with other financial institutions also may be sold or re-pledged by the secured party, but is usually delivered to and held by third party trustees. The Company generally retains custody of securities pledged for repurchase agreements with customers.

The Company is party to several agreements commonly known as collateral swaps. These agreements involve the exchange of collateral under simultaneous repurchase and resale agreements with the same financial institution counterparty. These repurchase and resale agreements have the same principal amounts, inception dates, and maturity dates and have been offset against each other in the balance sheet, having met the accounting requirements for this treatment. The collateral swaps totaled $450.0 million at December 31, 2018 and $650.0 million at December 31, 2017 . At December 31, 2018 , the Company had posted collateral of $463.3 million in marketable securities, consisting of agency mortgage-backed bonds and treasuries, and had accepted $453.7 million in agency mortgage-backed and corporate bonds.



								Gross Amounts Not Offset in the Balance Sheet
(In thousands)	Gross Amount Recognized		Gross Amounts Offset in the Balance Sheet			Net Amounts Presented in the Balance Sheet		Financial Instruments Available for Offset		Securities Collateral Received/Pledged			Net Amount
December 31, 2018
Total resale agreements, subject to master netting arrangements	$	1,150,000	$	(450,000	)	$	700,000	$	—	$	(700,000	)	$	—
Total repurchase agreements, subject to master netting arrangements	2,393,219		(450,000		)	1,943,219		—		(1,943,219		)	—
December 31, 2017
Total resale agreements, subject to master netting arrangements	$	1,350,000	$	(650,000	)	$	700,000	$	—	$	(700,000	)	$	—
Total repurchase agreements, subject to master netting arrangements	1,954,768		(650,000		)	1,304,768		—		(1,304,768		)	—

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The table below shows the remaining contractual maturities of repurchase agreements outstanding at December 31, 2018 and 2017 , in addition to the various types of marketable securities that have been pledged by the Company as collateral for these borrowings.



	Remaining Contractual Maturity of the Agreements
(In thousands)	Overnight and continuous		Up to 90 days		Greater than 90 days		Total
December 31, 2018
Repurchase agreements, secured by:
U.S. government and federal agency obligations	$	387,541	$	150,000	$	100,000	$	637,541
Government-sponsored enterprise obligations	18,466		—		—		18,466
Agency mortgage-backed securities	882,744		31,774		213,752		1,128,270
Non-agency mortgage-backed securities	187,740		—		—		187,740
Asset-backed securities	322,680		—		—		322,680
Other debt securities	98,522		—		—		98,522
Total repurchase agreements, gross amount recognized	$	1,897,693	$	181,774	$	313,752	$	2,393,219
December 31, 2017
Repurchase agreements, secured by:
U.S. government and federal agency obligations	$	271,820	$	1,731	$	450,000	$	723,551
Government-sponsored enterprise obligations	149,111		—		—		149,111
Agency mortgage-backed securities	737,975		9,750		200,000		947,725
Asset-backed securities	89,601		30,000		—		119,601
Other debt securities	14,780		—		—		14,780
Total repurchase agreements, gross amount recognized	$	1,263,287	$	41,481	$	650,000	$	1,954,768

20. Commitments, Contingencies and Guarantees

The Company leases certain premises and equipment, all of which were classified as operating leases. The rent expense under such arrangements amounted to $7.7 million , $7.3 million and $7.1 million in 2018 , 2017 and 2016 , respectively. A summary of minimum lease commitments follows:



(In thousands)	Type of Property
Year Ended December 31	Real Property		Equipment		Total
2019	$	5,659	$	104	$	5,763
2020	4,766		51		4,817
2021	4,027		28		4,055
2022	3,598		—		3,598
2023	3,273		—		3,273
After	15,161		—		15,161
Total minimum lease payments					$	36,667

All leases expire prior to 2054. It is expected that in the normal course of business, leases that expire will be renewed or replaced by leases on other properties; thus, the future minimum lease commitments are not expected to be less than the amounts shown for 2019 .

The Company engages in various transactions and commitments with off-balance sheet risk in the normal course of business to meet customer financing needs. The Company uses the same credit policies in making the commitments and conditional obligations described below as it does for on-balance sheet instruments. The following table summarizes these commitments at December 31:



(In thousands)	2018		2017
Commitments to extend credit:
Credit card	$	5,328,502	$	5,102,556
Other	5,840,967		5,737,181
Standby letters of credit, net of participations	353,905		387,811
Commercial letters of credit	13,774		4,498

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Commitments to extend credit are legally binding agreements to lend to a borrower providing there are no violations of any conditions established in the contract. As many of the commitments are expected to expire without being drawn upon, the total commitment does not necessarily represent future cash requirements. Refer to Note 2 on Loans and Allowance for Loan Losses for further discussion.

Commercial letters of credit act as a means of ensuring payment to a seller upon shipment of goods to a buyer. The majority of commercial letters of credit issued are used to settle payments in international trade. Typically, letters of credit require presentation of documents which describe the commercial transaction, evidence shipment, and transfer title.

The Company, as a provider of financial services, routinely issues financial guarantees in the form of financial and performance standby letters of credit. Standby letters of credit are contingent commitments issued by the Company generally to guarantee the payment or performance obligation of a customer to a third party. While these represent a potential outlay by the Company, a significant amount of the commitments may expire without being drawn upon. The Company has recourse against the customer for any amount it is required to pay to a third party under a standby letter of credit. The letters of credit are subject to the same credit policies, underwriting standards and approval process as loans made by the Company. Most of the standby letters of credit are secured, and in the event of nonperformance by the customer, the Company has rights to the underlying collateral, which could include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities.

At December 31, 2018 , the Company had recorded a liability in the amount of $2.7 million , representing the carrying value of the guarantee obligations associated with the standby letters of credit. This amount will be accreted into income over the remaining life of the respective commitments. Commitments outstanding under these letters of credit, which represent the maximum potential future payments guaranteed by the Company, were $353.9 million at December 31, 2018 .

The Company periodically enters into risk participation agreements (RPAs) as a guarantor to other financial institutions, in order to mitigate those institutions’ credit risk associated with interest rate swaps with third parties. The RPA stipulates that, in the event of default by the third party on the interest rate swap, the Company will reimburse a portion of the loss borne by the financial institution. These interest rate swaps are normally collateralized (generally with real property, inventories and equipment) by the third party, which limits the credit risk associated with the Company’s RPAs. The third parties usually have other borrowing relationships with the Company. The Company monitors overall borrower collateral, and at December 31, 2018 , believes sufficient collateral is available to cover potential swap losses. The RPAs are carried at fair value throughout their term, with all changes in fair value, including those due to a change in the third party’s creditworthiness, recorded in current earnings. The terms of the RPAs, which correspond to the terms of the underlying swaps, range from 2 to 11 years. At December 31, 2018 , the fair value of the Company's guarantee liability RPAs was $93 thousand , and the notional amount of the underlying swaps was $87.4 million . The maximum potential future payment guaranteed by the Company cannot be readily estimated and is dependent upon the fair value of the interest rate swaps at the time of default.

The Company has various legal proceedings pending at December 31, 2018 , arising in the normal course of business. While some matters pending against the Company specify damages claimed by plaintiffs, others do not seek a specified amount of damages or are at very early stages of the legal process. The Company records a loss accrual for all legal and regulatory matters for which it deems a loss is probable and can be reasonably estimated. Some matters, which are in the early stages, have not yet progressed to the point where a loss amount can be determined to be probable and estimable.

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21. Related Parties

The Company’s Chief Executive Officer, its Executive Chairman, and its former Vice Chairman are directors of Tower Properties Company (Tower) and, together with members of their immediate families, beneficially own approximately 67% of the outstanding stock of Tower. At December 31, 2018 , Tower owned 201,901 shares of Company stock. Tower is primarily engaged in the business of owning, developing, leasing and managing real property.

Payments from the Company and its affiliates to Tower are summarized below. These payments, with the exception of dividend payments, relate to property management services, including construction oversight, on three Company-owned office buildings and related parking garages in downtown Kansas City.



(In thousands)	2018		2017		2016
Leasing agent fees	$	133	$	32	$	101
Operation of parking garages	95		82		184
Building management fees	1,935		1,954		1,832
Property construction management fees	136		146		147
Dividends paid on Company stock held by Tower	181		232		221
Total	$	2,480	$	2,446	$	2,485

Tower has a $13.5 million line of credit with the Bank which is subject to normal credit terms and has a variable interest rate. The line of credit is collateralized by Company stock and based on collateral value had a maximum borrowing amount of approximately $9.1 million at December 31, 2018 . There were no borrowings under this line during 2018 , and there was no balance outstanding at December 31, 2018 . The maximum borrowings during 2017 were $5.2 million , and there were no borrowings during 2016 . There was no balance outstanding at December 31, 2017 or 2016 . Interest paid on these borrowings during the last three years was not significant. Letters of credit may be collateralized under this line of credit; however, there were no letters of credit outstanding during 2018 , 2017 or 2016 , and thus, no fees were received during these periods. From time to time, the Bank extends additional credit to Tower for construction and development projects. No construction loans were outstanding during 2018 , 2017 and 2016 .

Tower leases office space in the Kansas City bank headquarters building owned by the Company. Rent paid to the Company totaled $74 thousand in 2018 , $74 thousand in 2017 , and $72 thousand in 2016 , at $16.69 , $15.75 and $15.67 per square foot, respectively.

Directors of the Company and their beneficial interests have deposit accounts with the Bank and may be provided with cash management and other banking services, including loans, in the ordinary course of business. Such loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unrelated persons and did not involve more than the normal risk of collectability.

As discussed in Note 20 on Commitments, Contingencies and Guarantees, the Company regularly purchases various state tax credits arising from third-party property redevelopment and resells the credits to third parties. During 2018 , the Company sold state tax credits to its Executive Chairman, its former Vice Chairman, and its Chief Executive Officer in the amount of $831 thousand , $759 thousand , and $119 thousand , respectively, for personal tax planning. During 2017 , the Company sold state tax credits to its Executive Chairman, its former Vice Chairman, and its Chief Executive Officer in the amount of $694 thousand , $598 thousand , and $67 thousand , respectively. During 2016 , the Company sold state tax credits to its Executive Chairman, his father (a former Chief Executive Officer), its former Vice Chairman, and its Chief Executive Officer in the amount of $549 thousand , $191 thousand , $244 thousand , and $72 thousand , respectively. The terms of the sales and the amounts paid were the same as the terms and amounts paid for similar tax credits by persons not related to the Company.

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22. Parent Company Condensed Financial Statements

Following are the condensed financial statements of Commerce Bancshares, Inc. (Parent only) for the periods indicated:



Condensed Balance Sheets
	December 31
(In thousands)	2018		2017
Assets
Investment in consolidated subsidiaries:
Bank	$	2,587,489	$	2,409,098
Non-banks	67,538		52,479
Cash	207,462		151,607
Investment securities:
Available for sale debt	2,576		4,595
Equity	3,191		49,345
Note receivable due from bank subsidiary	50,000		50,000
Advances to subsidiaries, net of borrowings	19,867		14,571
Income tax benefits	8,590		8,279
Other assets	23,734		19,951
Total assets	$	2,970,447	$	2,759,925
Liabilities and stockholders’ equity
Pension obligation	$	12,645	$	12,407
Other liabilities	26,504		30,958
Total liabilities	39,149		43,365
Stockholders’ equity	2,931,298		2,716,560
Total liabilities and stockholders’ equity	$	2,970,447	$	2,759,925



Condensed Statements of Income
	For the Years Ended December 31
(In thousands)	2018			2017			2016
Income
Dividends received from consolidated bank subsidiary	$	200,000		$	160,002		$	160,002
Earnings of consolidated subsidiaries, net of dividends	233,785			147,678			118,704
Interest and dividends on investment securities	10,698			2,099			2,364
Management fees charged to subsidiaries	37,688			30,431			30,965
Investment securities gains (losses)	(4,581		)	41,717			1,880
Net interest income on advances and note to subsidiaries	1,299			514			21
Other	2,390			3,346			2,720
Total income	481,279			385,787			316,656
Expense
Salaries and employee benefits	33,588			33,714			29,116
Professional fees	2,383			2,036			1,951
Data processing fees paid to affiliates	3,341			3,512			3,226
Community service	152			32,093			1,620
Other	10,729			10,671			9,849
Total expense	50,193			82,026			45,762
Income tax benefit	(2,456		)	(15,622		)	(4,497		)
Net income	$	433,542		$	319,383		$	275,391

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Condensed Statements of Cash Flows
	For the Years Ended December 31
(In thousands )	2018			2017			2016
Operating Activities
Net income	$	433,542		$	319,383		$	275,391
Adjustments to reconcile net income to net cash provided by operating activities:
Earnings of consolidated subsidiaries, net of dividends	(233,785		)	(147,678		)	(118,704		)
Other adjustments, net	2,505			(11,268		)	9,541
Net cash provided by operating activities	202,262			160,437			166,228
Investing Activities
(Increase) decrease in securities purchased under agreements to resell	—			155,775			(51,335		)
Decrease in investment in subsidiaries, net	—			11			4
Proceeds from sales of investment securities	41,638			11,006			2,949
Proceeds from maturities/pay downs of investment securities	1,988			2,295			4,105
Purchases of investment securities	(125		)	—			—
Note receivable due from bank subsidiary	—			(50,000		)	—
(Increase) decrease in advances to subsidiaries, net	(5,296		)	(9,518		)	13,507
Net purchases of building improvements and equipment	(133		)	(52		)	(3		)
Net cash provided by (used in) investing activities	38,072			109,517			(30,773		)
Financing Activities
Purchases of treasury stock	(75,231		)	(17,771		)	(39,381		)
Issuance of stock under equity compensation plans	(10		)	(8		)	(6		)
Cash dividends paid on common stock	(100,238		)	(91,619		)	(87,070		)
Cash dividends paid on preferred stock	(9,000		)	(9,000		)	(9,000		)
Net cash used in financing activities	(184,479		)	(118,398		)	(135,457		)
Increase (decrease) in cash	55,855			151,556			(2		)
Cash at beginning of year	151,607			51			53
Cash at end of year	$	207,462		$	151,607		$	51
Income tax receipts, net	$	(1,965	)	$	(8,991	)	$	(8,958	)

Dividends paid by the Parent to its shareholders were substantially provided from Bank dividends. The Bank may distribute common dividends without prior regulatory approval, provided that the dividends do not exceed the sum of net income for the current year and retained net income for the preceding two years, subject to maintenance of minimum capital requirements. The Parent charges fees to its subsidiaries for management services provided, which are allocated to the subsidiaries based primarily on total average assets. The Parent makes cash advances to its private equity subsidiaries for general short-term cash flow purposes. Advances may be made to the Parent by its subsidiary bank holding company for temporary investment of idle funds. Interest on such advances is based on market rates.

In 2017, the Bank borrowed $50.0 million from the Parent as part of its strategy to manage FDIC insurance premiums. The note has a rolling 13 month maturity, and the interest rate is a variable rate equal to the one year treasury rate.

For the past several years, the Parent has maintained a $20.0 million line of credit for general corporate purposes with the Bank. The line of credit is secured by investment securities. The Parent has not borrowed under this line during the past three years.

At December 31, 2018 , the fair value of the investment securities held by the Parent consisted of investments of $2.5 million in common and preferred stock with readily determinable fair values, $720 thousand in equity securities that do not have readily determinable fair values, and $2.6 million in non-agency mortgage-backed securities. The decline in balances from the prior year was due to a third party merger transaction in June 2018, in which the majority of these securities were redeemed for cash of $39.9 million .

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Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements with accountants on accounting and financial disclosure.


Item 9a.	CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2018 .

The Company’s internal control over financial reporting as of December 31, 2018 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which follows.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred that has materially affected, or is reasonably likely to materially affect, such controls during the last quarter of the period covered by this report.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Commerce Bancshares, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Commerce Bancshares, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements), and our report dated February 21, 2019 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Kansas City, Missouri

February 21, 2019

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Item 9b.	OTHER INFORMATION

None

PART III


Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Items 401, 405 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K regarding executive officers, directors, and corporate governance is included at the end of Part I of this Form 10-K under the caption “Executive Officers of the Registrant” and under the captions “Proposal One - Election of the 2022 Class of Directors”, “Section 16(a) Beneficial Ownership Reporting Compliance”, “Audit and Risk Committee Report”, “Committees of the Board" and "Shareholder Proposals and Nominations" in the definitive proxy statement, which is incorporated herein by reference.

The Company’s senior financial officer code of ethics for the chief executive officer and senior financial officers of the Company, including the chief financial officer, principal accounting officer or controller, or persons performing similar functions, is available at www.commercebank.com. Amendments to, and waivers of, the code of ethics are posted on this Web site.


Item 11.	EXECUTIVE COMPENSATION

The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K regarding executive compensation is included under the captions “Compensation Discussion and Analysis”, “Executive Compensation”, “Director Compensation”, “Compensation and Human Resources Committee Report”, and “Compensation and Human Resources Committee Interlocks and Insider Participation” in the definitive proxy statement, which is incorporated herein by reference.


Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Items 201(d) and 403 of Regulation S-K is included under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the definitive proxy statement, which is incorporated herein by reference.


Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Items 404 and 407(a) of Regulation S-K is covered under the captions “Proposal One - Election of the 2022 Class of Directors” and “Corporate Governance” in the definitive proxy statement, which is incorporated herein by reference.


Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 9(e) of Schedule 14A is included under the captions “Pre-approval of Services by the External Auditor” and “Fees Paid to KPMG LLP” in the definitive proxy statement, which is incorporated herein by reference.

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PART IV


Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a) The following documents are filed as a part of this report:
			Page
	(1)	Financial Statements:
		Consolidated Balance Sheets	60
		Consolidated Statements of Income	61
		Consolidated Statements of Comprehensive Income	62
		Consolidated Statements of Cash Flows	63
		Consolidated Statements of Changes in Equity	64
		Notes to Consolidated Financial Statements	65
		Summary of Quarterly Statements of Income	58
	(2)	Financial Statement Schedules:
		All schedules are omitted as such information is inapplicable or is included in the financial statements.

(b) The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are listed below.



3 —Articles of Incorporation and By-Laws:

	(1) Restated Articles of Incorporation, as amended, were filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 7, 2014, and the same are hereby incorporated by reference.

	(2) Restated By-Laws, as amended, were filed in current report on Form 8-K (Commission file number 0-2989) dated February 14, 2013, and the same are hereby incorporated by reference.

4 — Instruments defining the rights of security holders, including indentures:

	(1) Pursuant to paragraph (b)(4)(iii) of Item 601 Regulation S-K, Registrant will furnish to the Commission upon request copies of long-term debt instruments.

10 — Material Contracts (Each of the following is a management contract or compensatory plan arrangement):

	(1) Commerce Bancshares, Inc. Executive Incentive Compensation Plan amended and restated as of January 1, 2019.

	(2) Commerce Bancshares, Inc. Stock Purchase Plan for Non-Employee Directors amended and restated as of April 17, 2013 was filed in current report on Form 8-K (Commission file number 0-2989) dated April 23, 2013, and the same is hereby incorporated by reference.

	(3) Commerce Executive Retirement Plan amended and restated as of January 28, 2011 was filed in annual report on Form 10-K (Commission file number 0-2989) dated February 25, 2011, and the same is hereby incorporated by reference.

	(4) 2009 Form of Severance Agreement between Commerce Bancshares, Inc. and the persons listed at the end of such agreement was filed in annual report on Form 10-K (Commission file number 0-2989) dated February 24, 2015, and the same is hereby incorporated by reference.

	(5) 2015 Form of Severance Agreement between Commerce Bancshares, Inc. and the persons listed at the end of such agreement was filed in annual report on Form 10-K (Commission file number 0-2989) dated February 24, 2015, and the same is hereby incorporated by reference.

	(6) 2009 Form of Severance Agreement between Commerce Bancshares, Inc. and the persons listed at the end of such agreement.

	(7) Trust Agreement for the Commerce Bancshares, Inc. Executive Incentive Compensation Plan amended and restated as of January 1, 2001 was filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 8, 2001, and the same is hereby incorporated by reference.

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	(8) Commerce Bancshares, Inc. 2019 Compensatory Arrangements with CEO and Named Executive Officers were filed in amended current report on Form 8-K (Commission file number 0-2989) dated January 23, 2019, and the same is hereby incorporated by reference.

	(9) Commerce Bancshares, Inc. Amended and Restated 2005 Equity Incentive Plan, amended and restated as of April 17, 2013 (incorporated by reference to Exhibit 10(j) to Commerce Bancshares, Inc.'s Form 8-K dated April 23, 2013) .

	(9)(1) Amendment No. 1 dated November 12, 2018 to Commerce Bancshares, Inc. Amended and Restated 2005 Equity Incentive Plan, amended and restated as of April 17, 2013.

	(10) Commerce Bancshares, Inc. Stock Appreciation Rights Agreement and Commerce Bancshares, Inc. Restricted Stock Award Agreement , pursuant to the 2005 Equity Incentive Plan, were filed in current report on Form 8-K (Commission file number 0-2989) dated February 23, 2006, and the same are hereby incorporated by reference.

	(11) Commerce Bancshares, Inc. Stock Appreciation Rights Agreement , Commerce Bancshares, Inc. Restricted Stock Award Agreements for Executive Officers , and Commerce Bancshares, Inc. Restricted Stock Award Agreements for Employees other than Executive Officers , pursuant to the 2005 Equity Incentive Plan, were filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 6, 2013, and the same are hereby incorporated by reference.

	(12) Form of Notice of Grant of Award and Award Agreement for Restricted Stock for Executive Officers, pursuant to the Commerce Bancshares, Inc. 2005 Equity Incentive Plan, was filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 7, 2014, and the same is hereby incorporated by reference.

	(13) Form of Notice of Grant of Award and Award Agreement for Restricted Stock for Employees other than Executive Officers, pursuant to the Commerce Bancshares, Inc. 2005 Equity Incentive Plan, was filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 7, 2014, and the same is hereby incorporated by reference.

	(14) Form of Notice of Grant of Award and Award Agreement for Stock Appreciation Rights, pursuant to the Commerce Bancshares, Inc. 2005 Equity Incentive Plan, was filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 7, 2014, and the same is hereby incorporated by reference.

	(15) Form of Notice of Grant of Award and Award Agreement for Restricted Stock, pursuant to the Commerce Bancshares, Inc. 2005 Equity Incentive Plan.

21 — Subsidiaries of the Registrant

23 — Consent of Independent Registered Public Accounting Firm

24 — Power of Attorney

31.1 — Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 — Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 — Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 — Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail


Item 16.	FORM 10-K SUMMARY

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 this 21st day of February 2019 .



	C OMMERCE B ANCSHARES , I NC .

	By:	/s/ T HOMAS J. N OACK
		Thomas J. Noack
		Vice President and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 21st day of February 2019 .



	By:	/s/ J OHN W. K EMPER
		John W. Kemper
		Chief Executive Officer

	By:	/s/ C HARLES G. K IM
		Charles G. Kim
		Chief Financial Officer

	By:	/s/ J EFFERY D. A BERDEEN
		Jeffery D. Aberdeen
		Controller
		(Chief Accounting Officer)




David W. Kemper
Terry D. Bassham
John R. Capps
Earl H. Devanny, III
W. Thomas Grant, II
Karen L. Daniel
John W. Kemper		All the Directors on the Board of Directors*
Jonathan M. Kemper
Benjamin F. Rassieur, III
Todd R. Schnuck
Andrew C. Taylor
Kimberly G. Walker

____________


*	The Directors of Registrant listed executed a power of attorney authorizing Thomas J. Noack, their attorney-in-fact, to sign this report on their behalf.



	By:	/s/ T HOMAS J. N OACK
		Thomas J. Noack
		Attorney-in-Fact

130

Exhibit 10.1

COMMERCE BANCSHARES, INC.

EXECUTIVE INCENTIVE COMPENSATION PLAN

AMENDMENT AND RESTATEMENT AS OF JANUARY 1, 2019


1.	PURPOSE

The policy of Commerce Bancshares, Inc. (“Commerce”) is to compensate its officers based on performance. The purpose of this Executive Incentive Compensation Plan (“Plan”) is to provide incentive compensation awards to those individuals whose management efforts reflect a desire to meet commonly agreed upon objectives or to those who by their superior performance directly contribute to the profitability of Commerce and to encourage the retention of outstanding contributors.

This Plan is intended to comply with Section 162(m) of the Internal Revenue Code (the “Code”) so that awards made under the Plan to individuals who are covered employees within the meaning of Code Section 162(m)(3) (“Covered Employees”) will qualify as performance-based compensation within the meaning of Code Section 162(m) and the regulations thereunder (“Performance-Based Compensation”).

This Plan document is effective as of January 1, 2019, and amends and restates the prior Plan in its entirety.


2.	ADMINISTRATION

The Plan shall be administered by the Compensation and Human Resources Committee (“Committee”) of the Board of Directors (“Board”) of Commerce, which shall consist solely of two or more directors who are “non-employee directors” under Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, as amended, or any successor provision thereto, and “outside directors” within the meaning of Treasury Regulation Section 1.162-27(e)(3)(i). The Committee shall have authority in its sole discretion to interpret the Plan, establish rules and procedures thereunder, and make all determinations, including the determination of incentive compensation awards eligible to be deferred under the Plan. All determinations made by the Committee shall be final and binding.

Notwithstanding the foregoing, the Retirement Committee shall administer the “Deferral Options” set forth in section 6 of this Plan in accordance with the terms of such section. The co-chairpersons of the “Retirement Committee” shall be Commerce’s Controller and the Director of Talent Management. The co-chairpersons shall appoint and remove the other members of the Retirement Committee. The Retirement Committee shall consist of a minimum of three members. The Retirement Committee shall act by a majority of its members at the time in office, but such action may be taken by a vote at a meeting or in writing (including e-mail) without a meeting. The members of the Retirement Committee shall receive no compensation for their services as such. Notwithstanding the foregoing, the Retirement Committee may choose to delegate its administrative functions hereunder. Decisions of the Retirement Committee may be reflected in the terms of administrative forms provided to participants.


3.	ELIGIBLE PARTICIPANTS

All chief executive officers, Chairmen of the Boards, Vice Chairmen, Presidents, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents of Commerce or any of its affiliated banks or subsidiary companies shall be eligible to participate in the Plan, together with such other officers of Commerce and its affiliated banks and subsidiary companies as the Committee shall determine. For purposes of the Deferral Options set forth in Section 6 of this Plan, certain other officers or employees

who were once eligible for participation and did in fact elect to defer, but are now participants under other incentive compensation plans, shall be considered participants under the Plan as well. Directors who are not officers or employees of Commerce, an affiliated bank, or a subsidiary company, are not eligible to participate in the Plan.


4.	DETERMINATION OF AWARD

The Board of Commerce in its sole discretion shall approve the amount of the aggregate incentive compensation awards to be granted based on the recommendation of the Committee. Individual incentive compensation awards shall be granted in the following manner:

With respect to Covered Employees, individual incentive compensation awards shall qualify as Performance-Based Compensation. In so qualifying awards, the Committee, in its sole discretion, may set restrictions based upon the achievement of objective performance goals within the meaning of Code Section 162(m) and the regulations thereunder (“Performance Goals”). Each award to a Covered Employee shall meet the following requirements:

(i)

Performance Goals for the award shall be established by the Committee based on one or more of the following criteria: revenue, earnings, earnings per share, pre-tax earnings and net profits, stock price, market share, costs, return on equity, efficiency ratio (non-interest expense, divided by total revenue), asset management, asset quality, asset growth and budget achievement. Performance Goals need not be the same with respect to all Covered Employees and may be established separately for Commerce as a whole or for its various groups, divisions, subsidiaries and affiliates.


(ii)	Each Performance Goal shall be specifically defined in advance by the Committee and may include or exclude specified items of an unusual, non-recurring or extraordinary nature.


(iii)	Each Performance Goal must be sufficiently objective that an independent third party having knowledge of the relevant facts could determine whether the Performance Goal has been met.


(iv)	Different awards may be set by the Committee based on achievement of certain Performance Goals or specified levels of achieving the Performance Goals. However, no award shall be paid to any Covered Employee if the applicable minimum Performance Goal(s) are not achieved.


(v)	Performance Goals shall be set by the Committee before the end of the period that constitutes the earlier of the first ninety (90) days of, or the first twenty-five percent (25%) of the period of service to which the Performance Goal relates, provided that the outcome is substantially uncertain at the time the Committee actually establishes the Performance Goal.

(vi)

The Committee shall have no discretion to increase the amount of compensation that otherwise would be due upon attainment of a Performance Goal, although the Committee may have discretion to deny an award or to adjust downward the compensation payable pursuant to an award, as, in the Committee’s sole judgment, is prudent based upon the Committee’s assessment of the Covered Employee’s performance and Commerce’s performance during the Fiscal Year.


(vii)	In granting awards, the Committee shall follow any additional procedures determined by it in its sole discretion from time to time to be necessary,

advisable or appropriate to ensure qualification of the awards as Performance-Based Compensation.

With respect to individuals who are not Covered Employees, individual incentive compensation awards shall be determined with reference to performance during the preceding year. The incentive compensation awards to be made to the Chairman of the Board and/or the Chief Executive Officer (if such persons are not Covered Employees) shall be determined by the Committee. All other awards to be made under this Plan may be determined by the Committee, or should the Committee so direct, by a committee consisting of the Chief Executive Officer, a Vice Chairman designated by the Chief Executive Officer, and the Director of Talent Management.


5.	PAYMENT OF INCENTIVE AWARD

Incentive compensation awards are normally paid in the form of cash and awards will be paid as soon as practicable after the awards are determined, provided, that the recipient of an award shall not have elected to defer receipt of the incentive compensation award as hereinafter provided. Notwithstanding the foregoing, except for amounts deferred in accordance with Section 6, incentive compensation awards will be paid no later than the date 2 ½ months following the end of the calendar year during which the performance period for the incentive compensation award ends.

Notwithstanding the foregoing, no incentive compensation award shall be paid to a Covered Employee before the Committee certifies that such Covered Employee met the requirements of the applicable Performance Goal and satisfied any other material terms applicable to the incentive compensation award.

The maximum bonus that may be paid to any employee pursuant to the Plan for 2017 and earlier calendar years is $1,500,000.


6.	DEFERRAL OPTIONS

Eligible employees who are members of a select group of management or highly compensated employees, as selected by the Retirement Committee, in its discretion, may elect to defer all or a portion of an incentive compensation award until the earlier to occur of the eligible employee’s Disability or Separation from Service. Anyone who has made a deferral shall be referred to as a “participant” until such individual has received payment of all of his or her accounts under this Plan. A deferral must be expressed either as “all” or as a specified dollar amount. Any incentive compensation award above the specified amount will be paid in cash, and if the award is less than the deferral election, the total award will be deferred. The granting of an incentive compensation award is discretionary and neither delivery of deferral election materials nor an election to defer shall affect entitlement to such an award. All deferral elections made under the Plan are irrevocable. It is intended that this arrangement qualify as, and shall be administered to qualify as being unfunded and being primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

An election to defer must be made in a manner satisfactory to Commerce and must be received by the Retirement Committee on or before the last business day of the year preceding the year for which performance is measured to determine the granting of an incentive compensation award. Notwithstanding the foregoing, in the case of any incentive compensation award that qualifies as being “performance based” within the meaning of 409A and that is attributable to a performance period that is at least 12 months in duration and is based on performance criteria established no later than the date 90 days after the

commencement of the performance period (a “Performance Award”), the Retirement Committee may permit an election with regard to a Performance Award to be received by the Retirement Committee no later than 6 months prior to the expiration of such performance period (no later than June 30 ^th for a performance period ending December 31), provided that the employee was employed by Commerce continuously from the date the performance criteria was established through the date of the election and that the payment of the Performance Award is not substantially certain or readily ascertainable at the time the election is received by the Retirement Committee. An election to defer any incentive compensation awards (including any Performance Award) shall become irrevocable as of the deadline for making such election.

An eligible employee in electing a deferred payment shall also elect the accounts, from among the accounts that Commerce makes available to the participating employee, to which the relevant portion of the award deferral will be credited. Credits to available accounts for deferral of an incentive compensation award shall be determined from time to time based upon hypothetical measuring investments (the “Measuring Investments”) for each account; one of which shall consist of a Commerce Stock Account and the others of which shall be determined from time to time by the Retirement Committee in its discretion. Amounts credited to the Commerce Stock Account will be based on the closing price of Commerce stock on the date of the deferral. Such accounts are bookkeeping accounts only and are maintained for the sole purpose of determining the amount payable by Commerce to the eligible employee based upon the hypothetical performance of the Measuring Investments for each such account, determined as if the account had assets invested in the Measuring Investments of such account. No assets shall be segregated for the benefit of an eligible employee and the bookkeeping account shall not represent assets set aside for the benefit of an eligible employee.

With the exception of the Commerce Stock Account, a participant may elect to transfer credits between accounts at such times and from time to time, and the amount credited to all such accounts shall be determined from time to time, all pursuant to such rules, procedures and deadlines set by the Retirement Committee, which rules, procedures, and deadlines may be amended from time to time in such Retirement Committee’s discretion (the “Administrative Rules”). A participant may elect to transfer credits into the Commerce Stock Account, but not out of the Commerce Stock Account. Any election to transfer a credit to the Commerce Stock Account or among the other accounts (a “Transfer Election”) must be received by the Retirement Committee by the date set by the Retirement Committee and must be in a manner satisfactory to the Retirement Committee, in each case pursuant to the Administrative Rules. Any transfer to the Commerce Stock Account shall be based upon the closing price of Commerce Stock as reported by the National Association of Security Dealers National Market System on the trading day determined in accordance with the Administrative Rules. The credit transferred from any other account shall be based upon the amount credited to such account as of the date determined in accordance with the Administrative Rules.

The accounts made available for the deferral of incentive compensation awards are bookkeeping accounts. The amount credited to each account, including any hypothetical earnings, gains or losses, will be determined in accordance with the Administrative Rules, based on the investment performance of the Measuring Investments for such Account. The timing and manner of making credits or debits to each account shall be determined in accordance with the Administrative Rules.


e.	Commerce shall provide periodically to each participant (but not less frequently than once per calendar year) a statement setting forth the balance to the credit of such participant in each of the accounts.


f.	Amounts deferred under the provisions of this Plan will be disbursed to participants in accordance with the following:


(1)	The default time of payment of all accounts shall be during the calendar year following the calendar year in which a participant experiences the earlier of a Separation from Service or Disability. However, a participant may elect in accordance with this Section to instead commence payment during the ninety (90) days following the earlier of a Separation from Service or Disability.

The default form of payment will be in a single lump sum. However, a participant may elect in accordance with this Section that payment shall be made in installments over a period elected by the participant that is not less than 1 or more than 10 years or a participant may elect to receive a specified percentage of the amount in a single lump sum with the remainder of the amount paid in installments over a period elected by the participant that is not less than 1 or more than 10 years. Each installment payment will be made in an amount, less applicable withholding taxes, determined by multiplying the balance in the accounts by a fraction, the numerator of which is 1 and the denominator of which is a number equal to the remaining unpaid annual installments (including the installment being calculated).

For purposes of application of Code Section 409A to this provision, installments shall be treated as a single payment.

A participant’s payment election, from among the alternatives permitted by the Plan, must be received by the Retirement Committee no later than the date the participant’s first election to defer incentive compensation awards becomes irrevocable. If a payment election is not timely received by the Retirement Committee, payment shall be made in the default form and time of payment as if no election has been made. Except as provided in subsection (2) below, the payment election shall become irrevocable as of the deadline for making such election.


(2)	A participant may elect to modify the time and/or form in which the payment of a benefit shall be made, subject to the following:


(i)	an election related to a distribution to be made upon a specified time or pursuant to a fixed schedule must be received by the Retirement Committee no less than twelve (12) months) prior to the date the first payment would otherwise be distributed to the participant;


(ii)	such election shall not take effect until at least twelve (12) months after the date on which the election is made; and


(iii)	the new payment commencement date is at least five (5) years after the date such payment otherwise would have been made (except in the case of a payment due to death or Disability).


(3)	If a participant dies after the commencement of payments from such participant’s accounts other than the Commerce Stock Account, the designated beneficiary shall receive the remaining installments over the elected installment period.

(4)

With respect to a participant’s Commerce Stock Account, distribution shall be made by transferring to such participant a number of shares of Commerce stock, and cash for any fractional shares, equal to the portion of the units credited to the participant’s Commerce Stock Account being distributed, with the value thereof to be determined based upon the closing price for Commerce stock on the last business day of the month preceding the date of distribution. All other distributions shall be in cash. The participant must make arrangements satisfactory to Commerce to provide for payment to Commerce of federal, state, local, and payroll withholding taxes attributable to payment of a participant’s Commerce Stock Account.

(5)

Each participant shall have the right at any time to designate any person or persons as beneficiary or beneficiaries (both principal as well as contingent) to whom payment under this Plan shall be made in the event of death prior to complete distribution to the participant of the amounts due under this Plan. Any beneficiary designation may be changed by a participant by the filing of such change in a manner prescribed by the Retirement Committee. The filing of a new beneficiary designation will cancel all beneficiary designations previously filed and will apply to all deferrals in the account. If a beneficiary has not been designated or if all designated beneficiaries predecease the participant, then any amounts payable to the beneficiary shall be paid to the participant’s estate in one lump sum.

(6)

If there is any change in the number or class of shares of Commerce stock through the declaration of stock dividend or other extraordinary dividends or recapitalization resulting in stock splits or combinations or exchanges of such shares or in the event of similar corporate transactions, each participant’s Commerce Stock Account shall be equitably adjusted to reflect any such change in the number or class of issued shares of common stock of Commerce or to reflect such similar corporate transaction.

(7)

Notwithstanding anything contained in this Plan to the contrary, if the participant is a “specified employee” (determined in accordance with 409A) as of the date of the participant’s termination of employment (other than due to the participant’s death), then any payment, benefit or entitlement provided for in this Agreement that constitutes “deferred compensation” within the meaning of 409A and that is payable during the first six months following the date of the participant’s termination of employment shall be paid or provided to the participant in a lump sum cash payment to be made on the earlier of (a) the participant’s death or (b) the first business day (or within 30 days after such first business day) of the seventh calendar month immediately following the month in which the date the participant’s termination of employment occurs. Amounts that would have been paid during the delay will be adjusted for earnings and losses in the manner

determined by the Retirement Committee in its discretion and shall be included in the delayed payment.

(8)

Notwithstanding anything herein to the contrary, participants whose entire interest under the Plan (including any interest under all agreements, methods, programs, or other arrangements which are treated with this Plan as being a single nonqualified deferred compensation plan pursuant to Treasury Regulation section 1.409A-1(c)(2)) at any time payment of installments is due is equal to or less than the applicable dollar amount under Code Section 402(g)(1)(B), the Retirement Committee may direct that the remaining amount due be paid in a single lump sum payment.


(9)	The terms “Separation from Service”, “termination of employment” and similar terms mean the date that the participant separates from service within the meaning of 409A. Generally, a participant separates from service if the participant dies, retires, or otherwise has a termination of employment with Commerce, determined in accordance with the following:

(i) Leaves of Absence . The employment relationship is treated as continuing intact while the participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed 6 months, or, if longer, so long as the participant retains a right to reemployment with Commerce under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the participant will return to perform services for Commerce. If the period of leave exceeds 6 months and the participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such 6 month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, where such impairment causes the participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29 month period of absence shall be substituted for such 6 month period.

(ii) Dual Status . Generally, if a participant performs services both as an employee and an independent contractor, such participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a participant provides services to Commerce as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan pursuant to Treasury Regulation section 1.409A-1(c)(2)(ii), then the services provided as a Board member are not taken into account in determining whether the participant has a separation from service as an employee for purposes of this Plan.

(iii) Termination of Employment . Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that Commerce and the participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the participant would perform after such date (whether as an employee or as an independent contractor except as provided in section paragraph (ii)) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in section paragraph (ii)) over the immediately preceding 36 month period (or the full period of services to Commerce if the participant has been providing services to Commerce less than 36 months). For periods during which a participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (iii) the participant is treated as providing bona fide services at a level equal to the level of services that the participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this paragraph (iii) (including for purposes of determining the applicable 36 month (or shorter) period).

(iv) Service with Related Companies . For purposes of determining whether a separation from service has occurred under the above provisions, “Commerce” shall include Commerce and all Related Companies.

(10) The term “Related Companies” shall mean:

(i) any corporation that is a member of a controlled group of corporations (as defined in Code Section 414(b) that includes Commerce); and

(ii) any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c)) with Commerce. For purposes of applying Code Sections 414(b) and (c), fifty percent (50%) is substituted for the eighty percent (80%) ownership level.

(11)

A participant has a “Disability” or shall be considered “Disabled” if the participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Commerce long-term disability plan.


(11)	The term “409A” shall mean Internal Revenue Code Section 409A and the regulations and other guidance issued with respect thereto.


7.	AMENDMENT AND TERMINATION OF PLAN

The Board of Directors may at its discretion and at any time amend the Plan in whole or in part. The Committee may terminate the Plan in its entirety at any time, and, upon such termination or such later date or dates, each participant shall: receive, in a single distribution, the shares and cash for the fractions

thereof of Commerce Stock credited to the Commerce Stock Account, the value thereof to be determined based upon the closing price for Commerce stock on the last business day of the month preceding the date of distribution; and shall be paid, in a single distribution or over such period of time as determined by the Committee, an amount equal to the then remaining amount credited to such participant’s accounts other than the Commerce Stock Account.

Notwithstanding anything herein to the contrary, the Board may, at any time, amend the Plan to allow any acceleration or delay of payment permitted by 409A and may apply such acceleration or delay to any participant’s accounts without the consent of the affected participant. The Board may, without the consent of any participant, terminate all or part of this Plan and direct that all or part of the accounts be paid during the period permitted by 409A, provided that all conditions of 409A are and will be satisfied.


8.	MISCELLANEOUS

A participant under this Plan is merely a general unsecured creditor and nothing contained in this Plan shall create a trust of any kind or a fiduciary relationship between Commerce and the participant or the participant’s estate. Nothing contained herein shall be construed as conferring upon the participant the right to continued employment with Commerce or its subsidiaries or to an incentive compensation award. Except as otherwise provided herein or by applicable law , benefits payable under this Plan may not be assigned or hypothecated, and no such benefits shall be subject to legal process or attachment for the payment of any claim of any person entitled to receive the same. Notwithstanding the foregoing or any other provision of the Plan to the contrary, the Plan will comply with a domestic relations order to the extent the Retirement Committee in its sole discretion determines that such order (i) satisfies the requirements of a “qualified domestic relations order” within the meaning of Section 414(p) of the Code and (ii) provides for an immediate lump sum cash payment to the alternate payee under the order. An alternate payee may designate a beneficiary to receive the alternate payee’s awarded interest under a domestic relations order in the same manner that a participant may designate a beneficiary.

Notwithstanding any other provision herein, Commerce may establish a trust subject to the claims of the general creditors of Commerce (a “rabbi trust”) and deposit amounts into the rabbi trust. Although any payments from the rabbi trust to a participant shall discharge Commerce’s obligation to the extent of payment made, this plan is unfunded and no participant shall have an interest in any rabbi trust asset.

Notwithstanding any other provision of this Plan to the contrary, incentive compensation awards shall not be paid to Covered Employees unless and until the material terms under which the remuneration is to be paid, including the Performance Goals, are (1) disclosed to shareholders and (2) subsequently approved by a majority of the vote in a separate shareholder vote before the payment of such remuneration.

Notwithstanding any provision in this Plan to the contrary, this Plan shall be interpreted, construed and conformed in accordance with 409A. It is intended that all compensation and benefits payable or provided under this Plan shall fully comply with the provisions of 409A so as not to subject any participant to the additional tax, interest or penalties which may be imposed under 409A. However, it is understood that 409A is ambiguous in certain respects. Commerce, the Board, the Committee and the Retirement Committee will attempt in good faith not to take any action, and will attempt in good faith to refrain from taking any action, that would result in the imposition of tax, interest and/or penalties upon any participant under 409A. To the extent Commerce, the Board, the Committee and the Retirement Committee have acted or refrained from acting in good faith as required by this Section, neither they nor any of their members, employees, contractors or agents will be

responsible for any consequences of failure to comply with 409A, and no participant shall be entitled to any damages related to any such failure even though this Plan requires certain actions to be taken in conformance with 409A.

Any dispute, controversy or claim of whatever nature or kind arising out of, relating to or in connection with a participant’s participation in this Plan shall be finally resolved by arbitration held in Kansas City or St. Louis, Missouri, as determined by the participant. The arbitrator shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the Plan to arbitrate. As a condition of participating in the Plan, each participant acknowledges and agrees that any such arbitration shall be resolved on an individual basis only, and such participant shall not be permitted to bring or participate as a plaintiff or class member in any class or representative arbitration or other legal proceeding relating to the Plan. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. In the event any provision herein is deemed invalid or unenforceable, then the remaining portions of the arbitration clause will remain in force.

This restatement is adopted pursuant to the authority conferred upon Commerce’s officers at the Board’s January 25, 2019 meeting.

Exhibit 10.6

2009 RESTATEMENT OF

SEVERANCE AGREEMENT

THIS AGREEMENT is made and entered into as of the later of the dates set forth next to the signatures on this Agreement by and between a Missouri corporation (the “Company”) and (the “Executive”).

W I T N E S S E T H:

- - - - - - - - - - - - - -

WHEREAS, the Company and Executive previously entered into a Severance Agreement (the “Prior Agreement”)’ and

WHEREAS, the Company and Executive desire to terminate the Prior Agreement and replace it with this Agreement in order to make changes related to Code Section 409A; and

WHEREAS, the Board of Directors of the Company has approved the company entering into this restatement of the Prior Agreement; and

WHEREAS, the Executive is a key executive of the Company; and

WHEREAS, the Company desires assurance that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding any possibility or occurrence of a Change in Control of the Company:

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt of which is acknowledged, the parties hereto agree that the Prior Agreement is hereby terminated effective at the end of December 31, 2008 and that this Agreement is effective as of January 1, 2009 and provides as follows:

1. Certain Definitions.

a. Base Salary. “Base Salary” means the salary of record paid to Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.

b. “Cause” means conduct of Executive which is knowingly fraudulent, deliberately dishonest or willful misconduct.

c. Change in Control. “Change in Control” shall mean the happening of any of the following events:

i. any Person is or becomes the “beneficial owner” (within the meaning of Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”)), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any

securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities; or

ii. the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, as defined in Section 3 herein, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved; or

iii. there is consummated a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 80% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its subsidiaries other than in connection with the acquisition by the Company or its subsidiaries of a business) representing twenty percent (20%) or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities; or

iv. the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated a sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity at least eighty percent (80%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

For purposes of the above definition of Change in Control, “Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

d. Code. “Code” means the Internal Revenue Code of 1986, as amended.

e. Disability. “Disability” means a physical or mental condition of Executive which totally and permanently prevents him from engaging in any occupation or employment for remuneration or profit except for the purpose of rehabilitation not incompatible with a finding of total and permanent disability. The determination as to whether Executive is totally and permanently disabled shall be made based solely on evidence that he is eligible for disability payments under an employee-sponsored long-term disability program, if any such program is in effect.

f. Effective Date of Termination. “Effective Date of Termination” means the date on which a Qualifying Termination occurs which triggers the payment of Severance Benefits hereunder.

g. Good Reason. “Good Reason” means, without Executive's express written consent, the occurrence of any one or more of the following:

i. a determination by Executive, in his reasonable judgment, that his duties have been materially reduced in terms of authority and responsibility as an employee of the Company in comparison to Executive's duties immediately prior to the occurrence of a Change in Control;

ii. the Company's requiring Executive to be based at a location which is at least thirty-five (35) miles further from Executive's primary residence at the time such requirement is imposed than is such residence from the Company's office at which Executive is primarily rendering services at such time, except for required travel on the Company's business to an extent substantially consistent with Executive's business obligations in effect immediately prior to the occurrence of a Change in Control;

iii. a reduction by the Company in Executive's Base Salary as in effect 12 months before a Change in Control; or

iv. a material reduction in Executive's level of participation in any of the Company's short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or arrangements in which Executive participated immediately prior to the occurrence of a Change in

Control; provided, however, that reductions in the levels of participation in any such plans shall not be deemed to be “Good Reason” if Executive's reduced level of participation in each such program remains substantially consistent with the average level of participation of other executives who have positions commensurate with Executive's position.

h. Retirement. “Retirement” means the Executive's “Normal Retirement Date,” as such term is defined in the Company's tax-qualified, defined benefit plan (or any successor or substitute plan or plans of the Company put into effect prior to a Change in Control).

i. “Separation from Service”, “termination of employment,” “terminates employment” and similar terms mean the date that Executive separated from service within the meaning of section 409A of the Code. Generally, Executive will separate from service if Executive dies, retires, or otherwise has a Separation from Service with the Company, determined in accordance with the following:

i. Leaves of Absence. The employment relationship is treated as continuing intact while Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as Executive retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that Executive will return to perform services for the Company. If the period of leave exceeds six (6) months and Executive does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6)-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine (29)-month period of absence shall be substituted for such six (6)-month period.

ii. Dual Status. Generally if Executive performs services both as an employee and an independent contractor, Executive must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in the Treasury Regulations, to be treated as having a Separation from Service. However, if Executive provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Agreement pursuant to Treasury Regulation Section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether Executive has a Separation from Service as an employee for purposes of this Agreement.

iii. Separation from Service. Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Company and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive would perform after such date (whether as an employee or as an independent contractor except as provided in the preceding paragraph) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in the preceding paragraph) over the immediately preceding thirty six (36) month period (or the full period of services to the Company if Executive has been providing services to the Company less than thirty six (36) months). For periods during which Executive is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph Executive is treated as providing bona fide services at a level equal to the level of services that Executive would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which Executive is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this paragraph (including for purposes of determining the applicable thirty six (36) month (or shorter) period).

iv. Service with Related Companies. For purposes of determining whether a Separation from Service has occurred under the above provisions, the “Company” shall include the Company and all Related Companies. “Related Company” means: (1) any corporation that is a member of a controlled group of corporations (as defined in Code Section 414(b) that includes the Company); and (ii) any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c) with the Company. For purposes of applying Code Sections 414(b) and (c), 50% is substituted for the 80% ownership level

j. Tax Rate. “Tax Rate” means Executive's effective tax rate based upon the combined federal and state and local income, earnings, Medicare and any other tax rates applicable to Executive, net of the reduction in federal income taxes which could be obtained by deduction of such state and local taxes.

k. Qualifying Termination. “Qualifying Termination” shall have the meaning ascribed to it in Section 5 herein.

2. Right to Terminate. The Company or Executive may terminate Executive's employment at any time for any reason. The Company is obligated to provide the benefits hereinafter specified only if such benefits are due in accordance with the terms hereof.

3. Term of Agreement. This Agreement shall commence on the date hereof (the “Effective Date”) and shall continue until the date that is the third anniversary of the Effective Date; provided, however, that the term of this Agreement shall automatically be extended for one

additional year on each anniversary, unless at least 30 days prior to such anniversary, the Company, with approval of the Board of Directors, or Executive shall have given notice that this Agreement shall not be extended; and provided that, notwithstanding the delivery of any such notice, this Agreement shall continue in effect for a period of thirty-six (36) months after a Change in Control of the Company, as defined in Section 1 herein, if such Change in Control shall have occurred during the term of this Agreement, as it may be extended; and provided that in any event this Agreement shall expire upon the Executive's sixty-fifth (65th) birthday.

4. Right to Severance Benefits. Executive shall be entitled to receive from the Company Severance Benefits, as described in Section 6 herein, upon the occurrence of a Qualifying Termination, as defined in Section 5 herein.

Executive shall not be entitled to receive Severance Benefits, and the Company shall have no obligation under this Agreement, if his employment is terminated under circumstances that do not constitute a Qualifying Termination, including, but not limited to, Disability, Retirement, death, termination for Cause or termination by Executive other than for Good Reason.

5. Qualifying Termination. “Qualifying Termination” means the occurrence of any one or more of the following events:

a. within twelve (12) months prior to a Change in Control, an involuntary termination of Executive's employment by the Company that is in contemplation of, and caused by, such Change in Control, such Change in Control is pending at the time of such termination and such Change in Control actually occurs; provided that such termination shall not be a Qualifying Termination if circumstances constituting Cause exist;

b. within three (3) years following a Change in Control, an involuntary termination of Executive's employment by the Company for reasons other than Cause, the failure or refusal by a successor company to assume the Company's obligations under this Agreement, as required by Section 14 herein, or a breach by the Company or any successor company of any of the provisions of this Agreement;

c. a voluntary termination of employment by Executive for Good Reason within three (3) years following a Change in Control; or

d. a voluntary termination of employment by Executive for any reason within the period beginning on the first anniversary of a Change in Control and ending thirty (30) days after such date.

6. Description of Severance Benefits. In the event that Executive becomes entitled to receive Severance Benefits, as provided in Section 4 herein, the Company shall pay to Executive and provide him with the following:

a. a payment equal to the product of: (i) the lesser of - (a) one and one-half (1.5) or (b) the quotient of the number of months following termination until the Executive attains age 65, divided by twelve; multiplied by (ii) the sum of - (a) the

Executive's Base Salary in effect on the date that is 12-months prior to the Change in Control and (b) Executive's average bonus for the three completed fiscal years of the Company preceding the fiscal year in which the Change in Control occurs;

b. a payment equal to the greater of - (a) Executive's actual bonus for the fiscal year of the Company preceding the fiscal year in which the Change in Control occurs or (b) Executive's target bonus for the fiscal year of the Company in which the Effective Date of Termination occurs, calculated assuming that both the Company and Executive achieved the performance objectives required to earn the target bonus, and prorated based on the number of days elapsed in the Company's fiscal year during which his employment terminates;

c. for the lesser of - (i) one and one-half (1.5) years following the Effective Date of Termination; or (ii) until both Executive and his spouse (if covered by any of the following plans) are both sixty-five (65), all insured and self-insured medical, life insurance and disability benefit plans in which Executive participated as of the earlier of - (a) immediately prior to the Effective Date of Termination; or (b) immediately prior to any change to such benefits that could have constituted Good Reason to terminate, shall continue to be made available to Executive and his dependents, at a cost to Executive and his dependents equal to such rates paid from time to time by active Company employees whose position is similarly situated to the position held by Executive immediately prior to the earliest event that could have constituted Good Reason to terminate. In the event that Executive's participation in any such plan is barred or the cost thereof or benefits thereunder would be taxable, the Company, for no additional cost to Executive, shall arrange to have issued for the benefit of Executive and his dependents individual policies of insurance providing benefits substantially similar to those which Executive otherwise would have been entitled to receive under such plans if such benefits or the cost thereof were not taxable or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide Executive and his dependents with benefits that, after taxes calculated at the Tax Rate, are equivalent to the benefits Executive otherwise would have been entitled to receive under such plans if such benefits or the cost thereof were not taxable;

d. the opportunity to borrow from the Company or an affiliate thereof, for an interest rate set by Executive (which may be zero), an amount equal to the sum of the exercise price of Executive’s outstanding stock options and taxes resulting from such exercise and the vesting of Executive’s restricted stock, with repayment required upon the passage of 180 consecutive days of Executive being able to sell stock acquired by exercise of such options and being able to sell vested, restricted stock, in both cases without restriction, to the extent that such borrowing will not violate Section 402(a) of the Sarbanes-Oxley Act of 2002, codified at 15 U.S.C. 78m(k), which prohibits personal loans from the Company to a director or executive officer of the Company with limited exceptions; and

e. reimbursement for the costs, if any, of all outplacement services obtained by Executive following a Qualifying Termination.

7. Notice of Termination. Any Qualifying Termination shall be communicated by Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated.

8. Form and Timing of Severance Benefits. The Severance Benefits described in Sections 6(a) and 6(b) herein shall be paid in cash to Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond three (3) days from such date. The loan option described in Section 6(d) shall be provided to Executive within three (3) days of demand for such loan by Executive.

Notwithstanding any provision of the Severance Agreement to the contrary, and to the extent necessary to avoid subjecting Executive to any additional tax, interest or penalties under Code Section 409A, if Executive is a “Specified Employee”, no portion of his or her benefit that is subject to Code Section 409A and is due to be paid or provided due to Separation from Service shall be provided before the earlier of (a) the first business day following date which is six (6) months after the date of Separation from Service, or (b) the date of death of the Participant. A “Specified Employee” is a key employee, as defined under Code Section 416(i), without regard to paragraph (5) thereof (and any successor or comparable Code sections). Amounts or benefits that would have been paid or provided during the delay shall be credited with interest at Commerce Bank’s prime rate in effect at the time the delay commenced, and shall be paid on the first business day following the end of the six month delay.

9. Offset of Severance Benefits. To the extent the offset described in this section would not result in subjecting Executive to any additional tax, interest or penalties under Code Section 409A, the Severance Benefits provided Executive under this Agreement shall offset any other severance benefits or damages for termination of employment owed to Executive by Company. However, it is expressly agreed that payments or benefits to Executive under any retirement, supplemental retirement, deferred compensation, pension, stock option, restricted stock, incentive or bonus plan or arrangement shall not be offset against or reduce in any way any payments or benefits to which Executive is entitled under this Agreement.

10. Tax Issues.

a. All payments to be made to Executive under this Agreement will be subject to required withholding of federal, state and local income and employment taxes.

b. In the event that Executive becomes entitled to any payments under this Agreement, then if any such payments or any other compensation, benefit or other amount from the Company for the benefit of Executive (“Parachute Payments”) will be subject to the tax imposed by Section 4999 of the Code (including any applicable interest and penalties, the “Excise Tax”), no Parachute Payment shall be reduced (except for required tax withholdings) and the Company shall pay to Executive by the earlier of the date such Excise Tax is withheld from payments made to Executive or the date such Excise Tax becomes due and payable by Executive, an additional amount (the “Gross‑Up

Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Parachute Payments and taxes based upon the Tax Rate and Excise Tax upon the payment provided for by this Section 10(b), shall be equal to the amount the Executive would have received if no Excise Tax had been imposed. The Company shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax and shall notify Executive of its determination. The Company and Executive shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with the Company's reasonable good faith determination. For purposes of determining the amount of the Gross‑Up Payment, Executive shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross‑Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Executive shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross‑Up Payment attributable to such reduction plus interest on the amount of such repayment at the rate provided in Section 1274(d)(1) of the Code or other applicable provision of the Code but only to the extent that such interest is paid to Executive. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time a Parachute Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross‑Up Payment), the Company shall make an additional gross‑up payment in respect of such excess (plus any interest or penalties payable in respect of such excess) at the time that the amount of such excess is finally determined. The Company shall reimburse Executive for all reasonable fees, expenses, and costs related to determining the reasonableness of any Company position in connection with this paragraph, preparation of any tax return or other filing that is affected by any matter addressed in this paragraph and any audit, litigation or other proceeding that is affected by any matter addressed in this paragraph. Notwithstanding the foregoing, provided the Company has attempted in good faith not to take any action, or refrain from taking any action, that would result in the imposition of tax, interest and/or penalties upon the Executive under 409A, the Gross-Up Payment shall not include any taxes imposed under Code Sections 409A(a)(1)(B) and 409A(b)(5). The Gross-Up Payment shall be paid in accordance with Section 409A of the Code, to the extent applicable.

c. Notwithstanding anything in this Agreement to the contrary, if any portion of any payments to Executive by the Company under this Agreement and any other present or future plan of the Company or other present or future agreement between Executive and the Company would not be deductible by the Company for federal income tax purposes by reason of application of Section 162(m) of the Code, then payment of that portion to Executive shall be deferred until the earliest date upon which payment thereof can be made to Executive without being non-deductible pursuant to Section 162(m) of the Code. In the event of such deferral, the Company shall pay interest to Executive on the deferred amount at 120% of the applicable federal rate provided for in Section 1274(d)(2) of the Code.

11. The Company's Payment Obligation.

a. The Company's obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Except to the extent otherwise provided in Section 10(b), each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from Executive or from whomsoever may be entitled thereto, for any reasons whatsoever.

b. This Agreement establishes and vests in Executive a contractual right to the benefits to which he is entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

12. No Obligation to Mitigate. Executive shall not be required to mitigate the damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer after any Qualifying Termination, or otherwise.

13. Other Rights. Except as specifically provided herein, the provisions of this Agreement, and any payment provided hereunder, shall not reduce any amounts otherwise payable, or in any way diminish Executive's existing rights or rights which would accrue solely as a result of the passage of time, under any benefit or incentive plan, employment arrangement or other contact, plan or arrangement of the Company. As soon as practicable following any Qualifying Termination, Executive shall receive cash payment(s) for: (a) Executive's earned but unpaid salary as of the Employment Termination Date; (b) the value of Executive's earned but unused vacation time as of the Employment Termination Date in accordance with the current Company policy, and (c) the value of Executive's deferred compensation account(s) under any Company or deferred compensation plan in accordance with Executive's then current payment election.

14. Successors; Binding Agreement.

a. This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor or successors of the Company by way of reorganization, merger, acquisition or consolidation, and any assignee of all or substantially all of its business and properties.

b. This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive dies while any amount is still payable to Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in

accordance with the terms of this Agreement to Executive's devisee, legatee or other designee or, if there be no such designee, to Executive's estate.

15. No Assignment. No benefit hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void.

16. Survival. The respective obligations of, and benefits afforded to, the Company and Executive as provided in Sections 10, 14, 19 and 20 of this Agreement shall survive termination of this Agreement.

17. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction, arbitrator or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in force and effect and shall in no way be affected, impaired or invalidated.

18. Consultation with Counsel. Executive acknowledges (a) that he has been given the opportunity to consult with counsel of his own choice concerning this Agreement, and (b) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based upon his own judgment with or without the advice of such counsel.

19. Arbitration. Executive shall have the option to elect (in lieu of litigation) to have any dispute or controversy arising under or in connection with this Agreement settled by arbitration, conducted by a panel of three arbitrators in a location selected by Executive within fifty (50) miles from the location of his job with the Company, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators' award in any court having jurisdiction.

20. Attorney's Fees. Company shall pay Executive's attorney's fees and costs incurred in connection with any dispute concerning this Agreement unless each and every disputed claim by the Executive is found to be wholly frivolous in arbitration or by a court of competent jurisdiction.

21. Amendments; Waivers. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by Executive and by a duly authorized representative of the Company other than the Executive. By an instrument in writing similarly executed, either party may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof or as a waiver of any other right, remedy or power, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise of any other right, remedy, or other power provided herein or by law or in equity.

22. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

23. Descriptive Headings. Descriptive headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

24. Integration. The parties understand and agree that the preceding sections recite the sole consideration for this Agreement; that no representation or promise has been made by Company or Executive concerning the subject matter of this Agreement, except as expressly set forth in this Agreement; and that all agreements and understandings between the parties concerning the subject matter of this Agreement are embodied and expressed in this Agreement. This Agreement shall supersede all prior agreements and understandings among the parties whether written or oral, express or implied, with respect to the employment, termination and benefits of Employee in the event of a Qualifying Termination, including without limitation, any employment-related agreement or benefit plan, except to the extent that the provisions of any such agreement or plan have been expressly referred to in this Agreement as having continued effect.

25. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Missouri.

26. Notices. All notices hereunder shall be in writing, and shall be delivered in person, by facsimile or by certified mail-return receipt requested. Notices shall be delivered as follows:

If to the Company:

c/o [ADDRESS]

Attention: [NAME]

[ADDRESS]

If to the Employee:

[NAME]

[ADDRESS]

Any party may change its address by notice giving notice to the other party of a new address in accordance with the foregoing provisions.

27. Employment Rights. Nothing contained in this Agreement or any act done pursuant hereto shall be construed as giving any person any legal or equitable right against the Company, unless specifically provided herein, or as giving any person a right to be retained in the employ of the Company. Executive shall remain subject to assignment, reassignment, promotion, transfer, layoff, reduction, suspension, and discharge to the same extent as if this Agreement had never been executed.

28. Acknowledgment. Executive hereby acknowledges that he shall have no rights hereunder unless and until all circumstances constituting a Qualifying Termination shall have occurred.

29. Reimbursements, Gross-Ups and In-Kind Benefit Rules. Any reimbursements, gross-ups or in-kind benefits to be provided pursuant to this Agreement (including but not limited to Sections 6, 10 and 20) that are taxable to Executive shall be subject to the following restrictions: (a) each reimbursement or gross-up must be paid no later than the last day of the calendar year following the Executive’s tax year during which the expense was incurred or tax was remitted, as the case may be; (b) the amount of expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups provided, during a tax year of the Executive may not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups to be provided, in any other tax year of the Executive; (c) the period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided shall end ten years after termination of this Agreement; and (d) the right to reimbursement, gross-up or in-kind benefits is not subject to liquidation or exchange for another benefit.

30. Compliance with Section 409A of the Internal Revenue Code. Notwithstanding any provision in this Severance Agreement to the contrary, the Severance Agreement shall be interpreted, construed and conformed in accordance with Code Section 409A and regulations and other interpretative guidance issued thereunder. It is intended by the Company and Executive that all compensation and benefits payable or provided to the Executive under this Severance Agreement or otherwise shall fully comply with the provisions of Section 409A of the Internal Revenue Code and the Treasury Regulations relating thereto so as not to subject Executive to the additional tax, interest or penalties which may be imposed under Section 409A. The parties acknowledge that 409A is ambiguous in certain respects. The Company agrees that it will attempt in good faith not to take any action, or refrain from taking any action, that would result in the imposition of tax, interest and/or penalties upon the Executive under 409A. To the extent the Company has acted or refrained from acting in good faith as required by this Section, it will not be responsible for any consequences of failure to comply with 409A, and any such failure shall not be a breach of this Agreement even though this Agreement requires certain actions to be taken in conformance with 409A.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates set forth below.

[COMPANY]

By:

Name:

Title:

Date:

[EXECUTIVE]

Name

Date:

This agreement signed by:

John K. Handy, Senior Vice President

Exhibit 10.15

Notice of Grant of Award Commerce Bancshares, Inc.

and Award Agreement ID: 43-0889454

For Employees 1000 Walnut St.

Kansas City, MO 64106

[First and Last Name] Award Number: [#######]

[Employee ID]

[Participant ID]

Effective [Grant Date] (the "Grant Date"), under the Commerce Bancshares, Inc. (the “Company”) 2005 Equity Incentive Plan (as amended and/or restated from time to time, the “Plan”), you (the “Grantee”) have been granted an award of [Number of Shares Granted] Shares of Restricted Stock of Company $5.00 par value Common Stock (“Common Stock”). The terms and conditions of this award are discussed below.

The current total value of the award is: [Value at Grant]

Subject to the other terms of this Agreement, the award shall become fully vested and all restrictions shall lapse according to the date(s) shown below:

Shares Full Vest

[Vesting Date and Quantity]

ADDITIONAL TERMS AND CONDITIONS


1.	Definitions . Capitalized terms used in this Agreement but not defined herein shall have the meaning set forth in the Plan.


2.	Sale or Transfer Restrictions. Except as set forth in Paragraph 8 and Paragraph 13, the Shares of Restricted Stock shall be owned by the Grantee without the rights of sale or transfer and subject to forfeiture as provided in Paragraph 3 until the date shown above when such restrictions shall lapse.


3.	Forfeiture .

Service Requirement. Except as provided in Paragraph 8, Paragraph 12, and Paragraph 13, in the event the Grantee's continuous employment with the Company or any of its Subsidiaries terminates prior to the full vesting date, the Shares of Restricted Stock will be forfeited by the Grantee and become the property of the Company. The Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) shall determine the effect of an approved leave of absence and all questions related to "continuous employment" hereunder.


4.	Non-Solicitation Agreement. As a condition precedent to and in consideration of this award Grantee agrees to the following non-solicitation provision. For purposes of this provision, the term “Company” includes the Company and all of Company’s direct and indirect subsidiaries and affiliates.

Acknowledgments. Grantee acknowledges that the Company's relationships with its respective customers, clients, employees, and other business associations are among the Company’s most important assets, and that developing, maintaining and continuing these relationships is one of the Company's highest priorities. Grantee further understands that Grantee will be relied upon to develop and maintain the goodwill of these relationships on behalf of Company throughout the course of the employment relationship.


b.	Non-Solicitation of Employees. Grantee agrees that during the term of employment, and for a period of twelve (12) months following termination of employment, Grantee will not nor will Grantee assist others to recruit, solicit, or induce, or attempt to induce, any employees of Company to terminate their employment or otherwise cease a relationship with Company.

Non-Solicitation of Customers. Grantee agrees that during the term of employment and for a period of twelve (12) months following termination of employment, Grantee will not solicit, divert or take away, or attempt or assist others to divert, solicit or take away, either directly or indirectly the business or patronage of any of the clients, customers or accounts of Company as of the date of the termination of employment (i) to which Grantee was assigned at any time during the course of employment at Company; (ii) that Grantee called on or solicited during the course of employment at Company; or (iii) that Grantee serviced or assisted others in servicing during the course of employment at Company. The phrase “assisted others in servicing” shall include directing the servicing or solicitation and/or participation in management decisions relating to the client, customer or account.

Legal and Equitable Relief. The restrictions contained in this Paragraph 4 are necessary for the protection of the legitimate business interests and goodwill of Company and are considered by the Grantee to be reasonable for such purposes. The Grantee agrees that any breach of this Paragraph 4 will cause Company substantial and irrevocable damage. In the event of any such breach, in addition to such other remedies that may be available, including the recovery of damages from Grantee, Company shall have the right to injunctive relief to restrain or enjoin any actual or threatened breach of the provisions of this Paragraph 4.


e.	Severability. The terms and provisions of this Paragraph 4 are severable in whole or in part, and if, notwithstanding the judicial modification provision below, any term or provision of this Agreement should be deemed invalid, illegal or unenforceable, the remaining terms and provisions shall remain in full force and effect.

Judicial Modification. Company and Grantee have attempted to limit Grantee’s activity only to the extent permitted by applicable law and necessary to protect Company from unfair competition. If a Court of competent jurisdiction determines the restrictions contained in this Paragraph 4 and its subparts are too long in duration or too broad in scope to be reasonable and enforceable, then the parties irrevocably request the Court to amend such provision only so much as shall be necessary for the restrictions contained herein to be enforceable.


g.	Change in Control. In the event there shall be a Change in Control, the provisions of this Paragraph 4 shall become null and void.


h.	Disclosure of Agreement. In the event that Grantee shall seek or obtain employment with any other person, firm or entity, Grantee acknowledges and consents that this Agreement may be disclosed by Company, without risk of liability, to such current or prospective employer of Grantee.


i.	Survival. The obligations contained in this Agreement survive the termination, for any reason whatsoever, of Grantee's employment with Company; provided, however the provisions contained in Paragraph 4c (Non-Solicitation of Customers) shall not apply in the event Grantee’s employment terminates by reason of the elimination of Grantee’s position with Company.

Prohibition of Certain Securities Transactions. As a further condition upon Grantee’s acceptance of the award described in this Agreement, Grantee agrees to refrain from short selling of Company securities and agrees to refrain from trading in any derivatives of Company securities for hedging purposes or otherwise, including, but not limited to, trading in put or call options or similar types of transactions related to Company securities.

Shares of Record. The Company will cause the number of awarded shares to be recorded in book entry format in the name of the Grantee on the shareholder records of the Company. No certificate or certificates evidencing the Shares of Restricted Stock will be issued in the name of the Grantee until such time as the restrictions shall lapse. By execution of this agreement and the acceptance of the Shares of Restricted Stock, Grantee authorizes the Company to cause the cancellation of the Shares of Restricted Stock in the event of forfeiture. If requested by Company, the Grantee will deliver to the Company a stock power, executed in blank, covering the Shares of Restricted Stock. When the prohibited sale and transfer restrictions lapse under Paragraph 2, with respect to the Shares of Restricted Stock, provided the Shares of Restricted Stock have not been forfeited under Paragraph 3, the Company shall deliver to the Grantee a stock certificate for the Shares of Restricted Stock.

Voting and Other Rights of Shares of Restricted Stock. Upon the book entry in the records of the Registrar representing the Shares of Restricted Stock, the Grantee shall have all of the rights of a stockholder of the Company, including the right to receive dividends (excluding stock dividends during the restriction period) and to vote the Shares of Restricted Stock until such shares may have been forfeited to the Company as provided in Paragraph 3.

Acceleration of Release of Restrictions. In the event the Grantee's employment shall be terminated by reason of death or disability (as defined in the Plan), the forfeiture and prohibited sale and transfer restrictions of the Shares of Restricted Stock shall immediately lapse as to that part of an Award which equals the portion of the Restriction Period, measured in full and partial months, completed before the date of death or disability of the Grantee. In such case, Grantee shall forfeit the remainder of the Award in accordance with Paragraph 3.


9.	Taxes . The Grantee will be solely responsible for any federal, state, local or payroll taxes imposed in connection with the granting of the Shares of Restricted Stock or the delivery of the shares pursuant thereto, and the Grantee authorizes the Company or any Subsidiary to make any withholding for taxes which the Company or any Subsidiary deems necessary or proper in connection therewith.

The Grantee may satisfy the withholding requirements by electing to have the Company withhold shares having a value equal to the amount required to be withheld with such value based on the last sale price of the Common Stock reported by NASDAQ on the date the amount of tax to be withheld is to be determined.

10.

Beneficiary . The Grantee may designate a beneficiary or beneficiaries and may change such designation from time to time by filing a written designation thereof with the Secretary of the Company. No such designation shall be effective unless received prior to the death of the Grantee. In the absence of such designation or if the beneficiary so designated shall not survive the Grantee, the certificate or certificates shall be delivered to the estate of the Grantee.


11.	Changes in Circumstances. It is expressly understood and agreed that the Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the market value of the Shares of Restricted Stock after the date hereof.

12.

Retirement . If the Grantee retires prior to the full vesting date, and if such retirement constitutes Retirement as defined in the Plan, and if the Grantee complies with the “Covenant Not to Compete” set forth in this Paragraph 12, then on the full vesting date, Grantee will become fully vested in all of the Award. The sale or transfer restrictions shall continue to apply until the full vesting date. If the Grantee does not comply with the Covenant Not to Compete (discussed below) the portion of the Award which may vest upon the full vesting date shall be forfeited, and the Company shall have no other remedy arising out of such failure to comply.

Should the Grantee die or become disabled (as defined in the Plan) after the date of Grantee's Retirement but prior to the full vesting date, Grantee will immediately vest in the portion that Grantee would otherwise receive under this Paragraph 12.

“Covenant Not to Compete.” Grantee agrees that for the period beginning on the date of Grantee's Retirement and ending on the full vesting date, Grantee will not directly or indirectly compete with the Company or a Subsidiary, become employed as an agent, consultant, employee, officer, or director of (i) a commercial bank, savings and loan association, savings bank, trust company, investment banking firm, stock brokerage company, financial services company, or insurance company with an office located within thirty-five (35) miles of any facility of the Company or a Subsidiary of the Company located in the Standard Metropolitan Statistical Area in which the Grantee’s office was located at the time of the Retirement (the “Defined Area”), or (ii) a bank holding company (as defined in the Bank Holding Company Act, 12 U.S.C. Section 1841) or other company which is in the business of lending money which has an office, or a subsidiary with an office, located in the Defined Area.


13.	Change in Control. In the event there shall be a Change in Control, the forfeiture and prohibited sale and transfer restrictions shall immediately lapse as to Shares of Restricted Stock that were not forfeited prior to the occurrence of the Change in Control.


14.	Committee Authority. Any questions concerning the interpretation of this Agreement or the Plan, and any controversy which arises under this Agreement or the Plan shall be settled by the Committee in its sole discretion. All determinations and decisions of the Committee shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.


15.	Plan Controls. The terms of this Agreement are governed by the terms of the Plan and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

16.

Notice. Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date which it was personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company or Grantee may change, at any time and from time

to time, by written notice to the other, the address previously specified for receiving notices. Until changed in accordance herewith, the Company and the Grantee specify their respective addresses as shown above.

17.

Information Confidential. As partial consideration for the granting of this Shares of Restricted Stock Award, the Grantee agrees that the Grantee will keep confidential all information and knowledge that Grantee has relating to the manner and amount of Grantee's participation in the Plan, provided, however, that such information may be disclosed as required by law and may be given in confidence to the Grantee's spouse, tax and financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan.

By your signature and the Company's signature below, you and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and the Award Agreement.

Commerce Bancshares, Inc.

By: _____________________________ [Grant Date]

Date

[Acceptance Date]

Grantee: [Participant Name] Date

Exhibit 10.9.1

AMENDMENT 2018-1

TO THE

COMMERCE BANCSHARES, INC.

2005 EQUITY INCENTIVE PLAN

AMENDMENT AND RESTATEMENT AS OF APRIL 17, 2013

This Amendment to the Commerce Bancshares, Inc. 2005 Equity Incentive Plan, as amended and restated as of April 17, 2013 (the “ Plan ”), is adopted by the Board of Directors of Commerce Bancshares, Inc. (“ Commerce ”) pursuant to the Board’s reserved authority under Section 12.1 of the Plan.

WHEREAS, Commerce desires to amend the Plan to reflect a change to intraday pricing for purposes of administering the exercise of stock options and stock appreciation rights.

NOW, THEREFORE, effective as of November 12, 2018, the definition of Fair Market Value under Section 2.14 of the Plan is amended by adding the following new sentence to end of such Section:

“Notwithstanding the foregoing or any other provision of the Plan to the contrary, effective as of November 12, 2018, Fair Market Value shall be determined at the time of exercise of a Nonqualified Stock Option, Incentive Stock Option or Stock Appreciation Right using the most recent intraday sales price on the national securities exchange on which the Shares are listed.”

In all other respects, the Plan shall remain in effect.

*************

Exhibit 21

The consolidated subsidiaries of the Registrant at February 1, 2019 were as follows:



Name	Location	State or Other Jurisdiction of Incorporation
CBI-Kansas, Inc.	Kansas City, MO	Kansas
Commerce Bank	Kansas City, MO	Missouri
Commerce Brokerage Services, Inc.	Clayton, MO	Missouri
Clayton Holdings, LLC	Kansas City, MO	Missouri
Clayton Financial Corp.	Clayton, MO	Missouri
Clayton Realty Corp.	Clayton, MO	Missouri
Illinois Financial, LLC	Peoria, IL	Delaware
Illinois Realty, LLC	Peoria, IL	Delaware
Commerce Insurance Services, Inc.	Fenton, MO	Missouri
Commerce Investment Advisors, Inc.	Kansas City, MO	Missouri
CBI Equipment Finance, Inc.	Kansas City, MO	Missouri
Tower Redevelopment Corporation	Kansas City, MO	Missouri
CBI Insurance Company	Kansas City, MO	Arizona
CFB Partners, LLC	Clayton, MO	Delaware
CFB Venture Fund I, Inc.	Kansas City, MO	Missouri
CFB Venture Fund, L.P.	Clayton, MO	Delaware
Capital for Business, Inc.	Kansas City, MO	Missouri

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Commerce Bancshares, Inc.:

We consent to the incorporation by reference in the Registration Statements No. 33-28294, No. 33-82692, No. 33-8075, No.33-78344, No. 333-14651, No. 333-186867, No. 333-188374, and No. 333-214495 on Form S-8 and No. 333-140221 and No. 333-196689 on Form S-3ASR of Commerce Bancshares, Inc. of our reports dated February 21, 2019, with respect to the consolidated balance sheets of Commerce Bancshares, Inc. as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 10-K of Commerce Bancshares, Inc.

KPMG LLP

Kansas City, Missouri

February 21, 2019

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby appoint Thomas J. Noack and Jeffery D. Aberdeen, or either of them, attorney for the undersigned to sign the Annual Report on Form 10-K of Commerce Bancshares, Inc., for the fiscal year ended December 31, 2018, together with any and all amendments which might be required from time to time with respect thereto, to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, with respect to Commerce Bancshares, Inc., with full power and authority in either of said attorneys to do and perform in the name of and on behalf of the undersigned every act whatsoever necessary or desirable to be done in the premises as fully and to all intents and purposes as the undersigned might or could do in person.

IN WITNESS WHEREOF, the undersigned have executed these presents as of this 25th day of January, 2019.

/s/ TERRY D. BASSHAM

/s/ JOHN R. CAPPS

/s/ EARL H. DEVANNY, III

/s/ W. THOMAS GRANT, II

/s/ KAREN L. DANIEL

/s/ DAVID W. KEMPER

/s/ JOHN W. KEMPER

/s/ JONATHAN M. KEMPER

/s/ BENJAMIN F. RASSIEUR, III

/s/ TODD R. SCHNUCK

/s/ ANDREW C. TAYLOR

/s/ KIMBERLY G. WALKER

Exhibit 31.1

CERTIFICATION

I, John W. Kemper, certify that:

1. I have reviewed this annual report on Form 10-K of Commerce Bancshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	/s/ J OHN W. K EMPER
	John W. Kemper President and Chief Executive Officer

February 21, 2019

Exhibit 31.2

CERTIFICATION

I, Charles G. Kim, certify that:

1. I have reviewed this annual report on Form 10-K of Commerce Bancshares, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	/s/ C HARLES G. K IM
	Charles G. Kim Executive Vice President and Chief Financial Officer

February 21, 2019

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Commerce Bancshares, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, John W. Kemper and Charles G. Kim, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ J OHN W. K EMPER
	John W. Kemper Chief Executive Officer

	/s/ C HARLES G. K IM
	Charles G. Kim Chief Financial Officer

February 21, 2019

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.