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COMMERCE BANCSHARES INC /MO/ - Quarter Report: 2017 March (Form 10-Q)




 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
_________________________________________________________

For the quarterly period ended March 31, 2017

OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
____________________________________________________________

For the transition period from           to          
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
(Address of principal executive offices)
 
(Zip Code)
 
 
 
(816) 234-2000
 
 
(Registrant’s telephone number, including area code)
 
 
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ     No 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 £
Emerging growth company £
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No þ
As of May 1, 2017, the registrant had outstanding 101,617,582 shares of its $5 par value common stock, registrant’s only class of common stock.



Commerce Bancshares, Inc. and Subsidiaries

Form 10-Q
 

 
 
 
Page
INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2




PART I: FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Commerce Bancshares, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
 
 
March 31, 2017
 
December 31, 2016
 
(Unaudited)
 
 
 
(In thousands)
ASSETS
 
 
 
Loans
$
13,572,509

 
$
13,412,736

  Allowance for loan losses
(157,832
)
 
(155,932
)
Net loans
13,414,677

 
13,256,804

Loans held for sale (including $7,389,000 of residential mortgage loans carried at fair value at March 31, 2017 and $9,263,000 at December 31, 2016)
15,559

 
14,456

Investment securities:
 
 
 

Available for sale ($720,055,000 pledged at March 31, 2017 and $568,553,000 at
 
 
 
    December 31, 2016 to secure swap and repurchase agreements)
9,671,975

 
9,649,203

 Trading
20,200

 
22,225

 Non-marketable
101,688

 
99,558

Total investment securities
9,793,863

 
9,770,986

Federal funds sold and short-term securities purchased under agreements to resell
2,205

 
15,470

Long-term securities purchased under agreements to resell
725,000

 
725,000

Interest earning deposits with banks
120,234

 
272,275

Cash and due from banks
416,161

 
494,690

Land, buildings and equipment, net
335,191

 
337,705

Goodwill
138,921

 
138,921

Other intangible assets, net
6,700

 
6,709

Other assets
339,660

 
608,408

Total assets
$
25,308,171

 
$
25,641,424

LIABILITIES AND EQUITY
 
 
 
Deposits:
 
 
 

   Non-interest bearing
$
7,237,815

 
$
7,429,398

   Savings, interest checking and money market
11,439,078

 
11,430,789

   Time open and C.D.'s of less than $100,000
696,776

 
713,075

   Time open and C.D.'s of $100,000 and over
1,718,184

 
1,527,833

Total deposits
21,091,853

 
21,101,095

Federal funds purchased and securities sold under agreements to repurchase
1,321,149

 
1,723,905

Other borrowings
101,975

 
102,049

Other liabilities
229,629

 
213,243

Total liabilities
22,744,606

 
23,140,292

Commerce Bancshares, Inc. stockholders’ equity:
 
 
 

   Preferred stock, $1 par value
 
 
 
      Authorized 2,000,000 shares; issued 6,000 shares
144,784

 
144,784

   Common stock, $5 par value
 
 
 

 Authorized 120,000,000 shares;
 
 
 
   issued 102,003,046 shares
510,015

 
510,015

   Capital surplus
1,544,034

 
1,552,454

   Retained earnings
337,046

 
292,849

   Treasury stock of 155,620 shares at March 31, 2017
 
 
 
     and 364,711 shares at December 31, 2016, at cost
(7,588
)
 
(15,294
)
   Accumulated other comprehensive income
30,412

 
10,975

Total Commerce Bancshares, Inc. stockholders' equity
2,558,703

 
2,495,783

Non-controlling interest
4,862

 
5,349

Total equity
2,563,565

 
2,501,132

Total liabilities and equity
$
25,308,171

 
$
25,641,424

See accompanying notes to consolidated financial statements.

3




Commerce Bancshares, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
 
For the Three Months Ended March 31
(In thousands, except per share data)
2017
2016
 
(Unaudited)
INTEREST INCOME
 
 
Interest and fees on loans
$
128,323

$
119,333

Interest and fees on loans held for sale
196

135

Interest on investment securities
55,265

48,891

Interest on federal funds sold and short-term securities purchased under
 
 
   agreements to resell
23

24

Interest on long-term securities purchased under agreements to resell
3,793

3,475

Interest on deposits with banks
397

270

Total interest income
187,997

172,128

INTEREST EXPENSE
 
 
Interest on deposits:
 
 
   Savings, interest checking and money market
3,890

3,484

   Time open and C.D.'s of less than $100,000
644

742

   Time open and C.D.'s of $100,000 and over
2,763

1,986

Interest on federal funds purchased and securities sold under
 
 
   agreements to repurchase
1,539

888

Interest on other borrowings
888

1,253

Total interest expense
9,724

8,353

Net interest income
178,273

163,775

Provision for loan losses
11,128

9,439

Net interest income after provision for loan losses
167,145

154,336

NON-INTEREST INCOME
 
 
Bank card transaction fees
43,204

44,470

Trust fees
32,014

29,243

Deposit account charges and other fees
21,942

20,691

Capital market fees
2,342

2,725

Consumer brokerage services
3,649

3,509

Loan fees and sales
3,168

2,510

Other
10,747

15,876

Total non-interest income
117,066

119,024

INVESTMENT SECURITIES GAINS (LOSSES), NET
(772
)
(995
)
NON-INTEREST EXPENSE
 
 
Salaries and employee benefits
112,369

106,859

Net occupancy
11,443

11,303

Equipment
4,609

4,634

Supplies and communication
5,709

6,829

Data processing and software
23,097

22,899

Marketing
3,224

3,813

Deposit insurance
3,471

3,165

Other
22,908

17,971

Total non-interest expense
186,830

177,473

Income before income taxes
96,609

94,892

Less income taxes
24,907

29,370

Net income
71,702

65,522

Less non-controlling interest expense
198

148

Net income attributable to Commerce Bancshares, Inc.
71,504

65,374

Less preferred stock dividends
2,250

2,250

Net income available to common shareholders
$
69,254

$
63,124

Net income per common share — basic
$
.68

$
.62

Net income per common share — diluted
$
.68

$
.62

See accompanying notes to consolidated financial statements.

4




Commerce Bancshares, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
For the Three Months Ended March 31
(In thousands)
 
2017
2016
 
 
(Unaudited)
Net income
 
$
71,702

$
65,522

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
 
95

(398
)
Net unrealized gains on other securities
 
19,002

70,495

Pension loss amortization
 
340

362

Other comprehensive income
 
19,437

70,459

Comprehensive income
 
91,139

135,981

Less non-controlling interest expense
 
198

148

Comprehensive income attributable to Commerce Bancshares, Inc.
$
90,941

$
135,833

See accompanying notes to consolidated financial statements.














5




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
 
(Unaudited)
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
 




71,504





198

71,702

Other comprehensive income
 








19,437



19,437

Distributions to non-controlling interest
 










(685
)
(685
)
Purchases of treasury stock
 






(7,284
)




(7,284
)
Issuance of stock under purchase and equity compensation plans
 


(14,996
)


14,990





(6
)
Stock-based compensation
 


3,135









3,135

Cash dividends on common stock ($.225 per share)
 




(22,913
)






(22,913
)
Cash dividends on preferred stock ($.375 per depositary share)
 




(2,250
)






(2,250
)
Balance March 31, 2017
$
144,784

$
510,015

$
1,544,034

$
337,046

$
(7,588
)
$
30,412

$
4,862

$
2,563,565

Balance December 31, 2015
$
144,784

$
489,862

$
1,337,677

$
383,313

$
(26,116
)
$
32,470

$
5,428

$
2,367,418

Net income
 




65,374





148

65,522

Other comprehensive income
 








70,459



70,459

Distributions to non-controlling interest
 










(322
)
(322
)
Purchases of treasury stock
 






(36,432
)




(36,432
)
Issuance of stock under purchase and equity compensation plans
 


(9,895
)


9,895






Excess tax benefit related to equity compensation plans
 


1,236









1,236

Stock-based compensation
 


3,411









3,411

Cash dividends on common stock ($.214 per share)
 




(21,760
)






(21,760
)
Cash dividends on preferred stock ($.375 per depositary share)
 
 
 
(2,250
)
 
 
 
(2,250
)
Balance March 31, 2016
$
144,784

$
489,862

$
1,332,429

$
424,677

$
(52,653
)
$
102,929

$
5,254

$
2,447,282

See accompanying notes to consolidated financial statements.



6




Commerce Bancshares, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
For the Three Months Ended March 31
(In thousands)
2017
 
2016
 
(Unaudited)
OPERATING ACTIVITIES:
 
 
 
Net income
$
71,702

 
$
65,522

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
  Provision for loan losses
11,128

 
9,439

  Provision for depreciation and amortization
10,019

 
10,146

  Amortization of investment security premiums, net
9,231

 
11,188

  Investment securities losses, net (A)
772

 
995

  Net gains on sales of loans held for sale
(866
)
 
(969
)
  Originations of loans held for sale
(34,716
)
 
(24,009
)
  Proceeds from sales of loans held for sale
34,446

 
22,666

  Net decrease in trading securities, excluding unsettled transactions
7,763

 
76,143

  Stock-based compensation
3,135

 
3,411

  Increase in interest receivable
(686
)
 
(473
)
  Increase in interest payable
39

 
280

  Increase in income taxes payable
21,156

 
26,133

  Other changes, net
8,182

 
(3,352
)
Net cash provided by operating activities
141,305

 
197,120

INVESTING ACTIVITIES:
 
 
 
Proceeds from sales of investment securities (A)
98

 
94

Proceeds from maturities/pay downs of investment securities (A)
483,090

 
542,059

Purchases of investment securities (A)
(482,642
)
 
(180,774
)
Net increase in loans
(169,185
)
 
(320,987
)
Repayments of long-term securities purchased under agreements to resell

 
50,000

Purchases of land, buildings and equipment
(5,456
)
 
(7,389
)
Sales of land, buildings and equipment
717

 
520

Net cash provided by (used in) investing activities
(173,378
)
 
83,523

FINANCING ACTIVITIES:
 
 
 
Net increase in non-interest bearing, savings, interest checking and money market deposits
49,469

 
421,286

Net increase in time open and C.D.'s
174,052

 
418,177

Net decrease in federal funds purchased and short-term securities sold under agreements to repurchase
(402,756
)
 
(1,006,164
)
Repayment of long-term borrowings
(74
)
 
(12
)
Purchases of treasury stock
(7,284
)
 
(36,432
)
Issuance of stock under equity compensation plans
(6
)
 

Cash dividends paid on common stock
(22,913
)
 
(21,760
)
Cash dividends paid on preferred stock
(2,250
)
 
(2,250
)
Net cash used in financing activities
(211,762
)
 
(227,155
)
Increase (decrease) in cash and cash equivalents
(243,835
)
 
53,488

Cash and cash equivalents at beginning of year
782,435

 
502,719

Cash and cash equivalents at March 31
$
538,600

 
$
556,207

(A) Available for sale and non-marketable securities
 
 
 
Income tax payments, net
$
2,850

 
$
2,658

Interest paid on deposits and borrowings
$
9,685

 
$
8,073

Loans transferred to foreclosed real estate
$
134

 
$
471

Loans transferred from held for investment to held for sale
$

 
$
50,360

See accompanying notes to consolidated financial statements.

7




Commerce Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2017 (Unaudited)
 
1. Principles of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of Commerce Bancshares, Inc. and all majority-owned subsidiaries (the Company). Most of the Company's operations are conducted by its subsidiary bank, Commerce Bank (the Bank). The consolidated financial statements in this report have not been audited by an independent registered public accounting firm, but in the opinion of management, all adjustments necessary to present fairly the financial position and the results of operations for the interim periods have been made. All such adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications were made to 2016 data to conform to current year presentation. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Management has evaluated subsequent events for potential recognition or disclosure. The results of operations for the three month period ended March 31, 2017 are not necessarily indicative of results to be attained for the full year or any other interim period.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company's most recent Annual Report on Form 10-K, containing the latest audited consolidated financial statements and notes thereto.


2. Loans and Allowance for Loan Losses

Major classifications within the Company’s held for investment loan portfolio at March 31, 2017 and December 31, 2016 are as follows:

(In thousands)
 
March 31, 2017
 
December 31, 2016
Commercial:
 
 
 
 
Business
 
$
4,888,011

 
$
4,776,365

Real estate – construction and land
 
846,904

 
791,236

Real estate – business
 
2,710,595

 
2,643,374

Personal Banking:
 
 
 
 
Real estate – personal
 
2,013,437

 
2,010,397

Consumer
 
1,975,521

 
1,990,801

Revolving home equity
 
396,542

 
413,634

Consumer credit card
 
736,766

 
776,465

Overdrafts
 
4,733

 
10,464

Total loans
 
$
13,572,509

 
$
13,412,736


At March 31, 2017, loans of $3.9 billion were pledged at the Federal Home Loan Bank as collateral for borrowings and letters of credit obtained to secure public deposits. Additional loans of $1.7 billion were pledged at the Federal Reserve Bank as collateral for discount window borrowings.


8




Allowance for loan losses    
A summary of the activity in the allowance for loan losses during the three months ended March 31, 2017 and 2016, respectively, follows:
 
 
For the Three Months Ended March 31
(In thousands)
 
Commercial
Personal Banking

Total
Balance January 1
$
91,361

$
64,571

$
155,932

Provision
1,113

10,015

11,128

Deductions:
 
 
 
   Loans charged off
546

12,330

12,876

   Less recoveries on loans
1,023

2,625

3,648

Net loan charge-offs (recoveries)
(477
)
9,705

9,228

Balance March 31, 2017
$
92,951

$
64,881

$
157,832

Balance January 1
$
82,086

$
69,446

$
151,532

Provision
4,151

5,288

9,439

Deductions:
 
 
 
   Loans charged off
1,513

11,777

13,290

   Less recoveries on loans
1,303

3,148

4,451

Net loan charge-offs (recoveries)
210

8,629

8,839

Balance March 31, 2016
$
86,027

$
66,105

$
152,132


The following table shows the balance in the allowance for loan losses and the related loan balance at March 31, 2017 and December 31, 2016, 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 discussed below, which are deemed to have similar risk characteristics and 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
March 31, 2017
 
 
 
 
 
Commercial
$
1,352

$
40,140

 
$
91,599

$
8,405,370

Personal Banking
1,475

20,592

 
63,406

5,106,407

Total
$
2,827

$
60,732

 
$
155,005

$
13,511,777

December 31, 2016
 
 
 
 
 
Commercial
$
1,817

$
44,795

 
$
89,544

$
8,166,180

Personal Banking
1,292

19,737

 
63,279

5,182,024

Total
$
3,109

$
64,532

 
$
152,823

$
13,348,204


Impaired loans
The table below shows the Company’s investment in impaired loans at March 31, 2017 and December 31, 2016. 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. 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 13.
(In thousands)
 
Mar. 31, 2017
 
Dec. 31, 2016
Non-accrual loans
 
$
14,803

 
$
14,283

Restructured loans (accruing)
 
45,929

 
50,249

Total impaired loans
 
$
60,732

 
$
64,532



9




The following table provides additional information about impaired loans held by the Company at March 31, 2017 and December 31, 2016, 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
March 31, 2017
 
 
 
With no related allowance recorded:
 
 
 
Business
$
6,527

$
9,785

$

Real estate – construction and land
546

752


 
$
7,073

$
10,537

$

With an allowance recorded:
 
 
 
Business
$
25,360

$
25,958

$
879

Real estate – construction and land
99

1,852

8

Real estate – business
7,608

9,054

465

Real estate – personal
6,205

9,070

550

Consumer
6,427

6,466

265

Revolving home equity
613

613

2

Consumer credit card
7,347

7,347

658

 
$
53,659

$
60,360

$
2,827

Total
$
60,732

$
70,897

$
2,827

December 31, 2016
 
 
 
With no related allowance recorded:
 
 
 
Business
$
7,375

$
10,470

$

Real estate – construction and land
557

752


 
$
7,932

$
11,222

$

With an allowance recorded:
 
 
 
Business
$
29,924

$
31,795

$
1,318

Real estate – construction and land
69

72

3

Real estate – business
6,870

8,072

496

Real estate – personal
6,394

9,199

642

Consumer
5,281

5,281

57

Revolving home equity
584

584

1

Consumer credit card
7,478

7,478

592

 
$
56,600

$
62,481

$
3,109

Total
$
64,532

$
73,703

$
3,109



Total average impaired loans for the three month periods ended March 31, 2017 and 2016, respectively, are shown in the table below.

(In thousands)
Commercial
Personal Banking
Total
Average Impaired Loans:
 
 
 
For the three months ended March 31, 2017
 
 
 
Non-accrual loans
$
10,613

$
3,509

$
14,122

Restructured loans (accruing)
31,885

16,204

48,089

Total
$
42,498

$
19,713

$
62,211

For the three months ended March 31, 2016
 
 
 
Non-accrual loans
$
21,004

$
4,623

$
25,627

Restructured loans (accruing)
27,179

17,701

44,880

Total
$
48,183

$
22,324

$
70,507



10




The table below shows interest income recognized during the three month periods ended March 31, 2017 and 2016, respectively, for impaired loans held at the end of each respective period. This interest all relates to accruing restructured loans, as discussed in the "Troubled debt restructurings" section on page 13.
 
For the Three Months Ended March 31
(In thousands)
2017
2016
Interest income recognized on impaired loans:
 
 
Business
$
263

$
274

Real estate – construction and land
1

2

Real estate – business
62

36

Real estate – personal
37

46

Consumer
82

90

Revolving home equity
6

5

Consumer credit card
135

146

Total
$
586

$
599


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 March 31, 2017 and December 31, 2016.




(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
March 31, 2017
 
 
 
 
 
Commercial:
 
 
 
 
 
Business
$
4,875,924

$
3,653

$
499

$
7,935

$
4,888,011

Real estate – construction and land
841,191

5,128


585

846,904

Real estate – business
2,700,322

8,509


1,764

2,710,595

Personal Banking:
 
 
 
 
 
Real estate – personal
2,002,185

5,661

2,223

3,368

2,013,437

Consumer
1,951,333

20,950

2,087

1,151

1,975,521

Revolving home equity
394,832

1,001

709


396,542

Consumer credit card
717,987

9,389

9,390


736,766

Overdrafts
4,501

232



4,733

Total
$
13,488,275

$
54,523

$
14,908

$
14,803

$
13,572,509

December 31, 2016
 
 
 
 
 
Commercial:
 
 
 
 
 
Business
$
4,763,274

$
3,735

$
674

$
8,682

$
4,776,365

Real estate – construction and land
789,633

1,039


564

791,236

Real estate – business
2,639,586

2,154


1,634

2,643,374

Personal Banking:
 
 
 
 
 
Real estate – personal
1,995,724

9,162

2,108

3,403

2,010,397

Consumer
1,957,358

29,783

3,660


1,990,801

Revolving home equity
411,483

1,032

1,119


413,634

Consumer credit card
757,443

10,187

8,835


776,465

Overdrafts
10,014

450



10,464

Total
$
13,324,515

$
57,542

$
16,396

$
14,283

$
13,412,736


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 applied to loans where the borrower exhibits 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

11




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.
Commercial Loans


(In thousands)


Business
Real
 Estate-Construction
Real
Estate-
Business


Total
March 31, 2017
 
 
 
 
Pass
$
4,702,536

$
843,213

$
2,611,540

$
8,157,289

Special mention
131,318

1,961

40,058

173,337

Substandard
46,222

1,145

57,233

104,600

Non-accrual
7,935

585

1,764

10,284

Total
$
4,888,011

$
846,904

$
2,710,595

$
8,445,510

December 31, 2016
 
 
 
 
Pass
$
4,607,553

$
788,778

$
2,543,348

$
7,939,679

Special mention
116,642

722

45,479

162,843

Substandard
43,488

1,172

52,913

97,573

Non-accrual
8,682

564

1,634

10,880

Total
$
4,776,365

$
791,236

$
2,643,374

$
8,210,975


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 "Delinquent and non-accrual loans" section. In addition, FICO scores are obtained and updated on a quarterly basis for most of the loans in the Personal Banking portfolio. This is a published credit score designed to measure the risk of default by taking into account various factors from a borrower's financial history. 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 Banking loans for which FICO scores are not obtained because they generally pertain to commercial customer activities and are often underwritten with other collateral considerations. At March 31, 2017, these were comprised of $233.0 million in personal real estate loans, or 4.5% of the Personal Banking portfolio, compared to $237.2 million at December 31, 2016. For the remainder of loans in the Personal Banking portfolio, the table below shows the percentage of balances outstanding at March 31, 2017 and December 31, 2016 by FICO score.
   Personal Banking Loans
 
% of Loan Category
 
Real Estate - Personal
Consumer
Revolving Home Equity
Consumer Credit Card
March 31, 2017
 
 
 
 
FICO score:
 
 
 
 
Under 600
1.3
%
3.6
%
1.0
%
5.3
%
600 - 659
2.7

6.1

1.9

16.0

660 - 719
10.5

19.5

8.6

35.6

720 - 779
25.3

27.2

22.9

25.0

780 and over
60.2

43.6

65.6

18.1

Total
100.0
%
100.0
%
100.0
%
100.0
%
December 31, 2016
 
 
 
 
FICO score:
 
 
 
 
Under 600
1.3
%
3.4
%
1.0
%
4.9
%
600 - 659
2.6

6.4

1.8

15.5

660 - 719
10.4

19.7

9.7

34.9

720 - 779
25.4

26.3

21.1

25.1

780 and over
60.3

44.2

66.4

19.6

Total
100.0
%
100.0
%
100.0
%
100.0
%





12




Troubled debt restructurings
As mentioned previously, the Company's impaired loans include loans which have been classified as troubled debt restructurings. Total restructured loans amounted to $54.3 million at March 31, 2017. 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, and those non-accrual loans totaled $8.3 million at March 31, 2017. Other performing restructured loans totaled $45.9 million at March 31, 2017. These include certain business, construction and business real estate loans classified as substandard. Upon maturity, the loans renewed at interest rates judged not to be market rates for new debt with similar risk and as a result the loans were classified as troubled debt restructurings. These commercial loans totaled $30.5 million at March 31, 2017. 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. Troubled debt restructurings also include certain credit card loans under various debt management and assistance programs, which totaled $7.3 million at March 31, 2017. Modifications to credit card loans generally involve removing the available line of credit, placing loans on amortizing status, and lowering the contractual interest rate. The Company has classified additional loans as troubled debt restructurings because they were not reaffirmed by the borrower in bankruptcy proceedings. At March 31, 2017, these loans totaled $7.8 million in personal real estate, revolving home equity, and consumer loans. Interest on these loans is being recognized on an accrual basis, as the borrowers are continuing to make payments under the terms of the loan agreements.

The following table shows the outstanding balances of loans classified as troubled debt restructurings at March 31, 2017, in addition to the outstanding 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)
March 31, 2017
Balance 90 days past due at any time during previous 12 months
Commercial:
 
 
Business
$
30,546

$

Real estate - construction and land
546


Real estate - business
5,844


Personal Banking:
 
 
Real estate - personal
4,037

422

Consumer
5,336

34

Revolving home equity
613

6

Consumer credit card
7,347

768

Total restructured loans
$
54,269

$
1,230


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. The effects of modifications to consumer credit card loans were estimated to decrease interest income by approximately $960 thousand on an annual, pre-tax basis, compared to amounts contractually owed.

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 have had no other concessions granted other than being renewed at an interest rate judged not to be market. As such, they 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

13




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 begun.

The Company had commitments of $7.8 million at March 31, 2017 to lend additional funds to borrowers with restructured loans.

Loans held for sale
The Company designates certain long-term fixed rate personal real estate loans 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 10. The loans are primarily sold to FNMA, FHLMC, and GNMA. At March 31, 2017, the fair value of these loans was $7.4 million, and the unpaid principal balance was $7.1 million.

The Company also designates 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 at various times while the student is attending school or shortly after graduation. These loans are carried at lower of cost or fair value, which at March 31, 2017 totaled $8.2 million.

At March 31, 2017, none of the loans held for sale were on non-accrual status or 90 days past due and still accruing.
 
Foreclosed real estate/repossessed assets
The Company’s holdings of foreclosed real estate totaled $387 thousand and $366 thousand at March 31, 2017 and December 31, 2016, respectively. Personal property acquired in repossession, generally autos and marine and recreational vehicles, totaled $3.2 million and $2.2 million at March 31, 2017 and December 31, 2016, 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.

3. Investment Securities

Investment securities, at fair value, consisted of the following at March 31, 2017 and December 31, 2016.
 
(In thousands)
Mar. 31, 2017
Dec. 31, 2016
Available for sale
$
9,671,975

$
9,649,203

Trading
20,200

22,225

Non-marketable
101,688

99,558

Total investment securities
$
9,793,863

$
9,770,986


Most of the Company’s investment securities are classified as available for sale, and this portfolio is discussed in more detail below. The available for sale and the trading portfolios are carried at fair value. Securities which are classified as non-marketable include Federal Home Loan Bank (FHLB) stock and Federal Reserve Bank stock held for debt and regulatory purposes, which totaled $47.1 million at March 31, 2017 and $46.9 million at December 31, 2016. Investment in Federal Reserve Bank 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. Non-marketable securities also include private equity investments, which amounted to $54.3 million at March 31, 2017 and $52.3 million at December 31, 2016. In the absence of readily ascertainable market values, these securities are carried at estimated fair value.


14




A summary of the available for sale investment securities by maturity groupings as of March 31, 2017 is shown below. The investment portfolio includes agency mortgage-backed securities, which are guaranteed by agencies such as the FHLMC, FNMA, GNMA and FDIC, in addition to non-agency mortgage-backed securities, which have no guarantee but are collateralized by residential 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.
(In thousands)
Amortized Cost
Fair Value
U.S. government and federal agency obligations:
 
 
Within 1 year
$
58,300

$
59,291

After 1 but within 5 years
498,843

504,344

After 5 but within 10 years
317,572

318,018

After 10 years
35,391

32,768

Total U.S. government and federal agency obligations
910,106

914,421

Government-sponsored enterprise obligations:
 
 
Within 1 year
28,975

29,025

After 1 but within 5 years
412,289

411,880

After 10 years
9,295

9,301

Total government-sponsored enterprise obligations
450,559

450,206

State and municipal obligations:
 
 
Within 1 year
208,310

209,638

After 1 but within 5 years
607,968

616,965

After 5 but within 10 years
911,634

918,378

After 10 years
52,259

51,056

Total state and municipal obligations
1,780,171

1,796,037

Mortgage and asset-backed securities:
 
 
  Agency mortgage-backed securities
2,695,352

2,708,746

  Non-agency mortgage-backed securities
1,077,623

1,078,256

  Asset-backed securities
2,345,961

2,343,637

Total mortgage and asset-backed securities
6,118,936

6,130,639

Other debt securities:
 
 
Within 1 year
19,385

19,383

After 1 but within 5 years
128,409

128,768

After 5 but within 10 years
167,585

167,607

After 10 years
11,588

11,049

Total other debt securities
326,967

326,807

Equity securities
5,560

53,865

Total available for sale investment securities
$
9,592,299

$
9,671,975


Investments in U.S. government and federal agency obligations include U.S. Treasury inflation-protected securities, which totaled $434.9 million, at fair value, at March 31, 2017. Interest paid on these securities increases with inflation and decreases with deflation, as measured by the Consumer Price Index. Included in state and municipal obligations are $17.1 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. Included in equity securities is common and preferred stock held by the holding company, Commerce Bancshares, Inc. (the Parent), with a fair value of $53.8 million at March 31, 2017.


15




For 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
March 31, 2017
 
 
 
 
U.S. government and federal agency obligations
$
910,106

$
8,242

$
(3,927
)
$
914,421

Government-sponsored enterprise obligations
450,559

1,020

(1,373
)
450,206

State and municipal obligations
1,780,171

22,154

(6,288
)
1,796,037

Mortgage and asset-backed securities:
 
 
 
 
  Agency mortgage-backed securities
2,695,352

31,321

(17,927
)
2,708,746

  Non-agency mortgage-backed securities
1,077,623

7,183

(6,550
)
1,078,256

  Asset-backed securities
2,345,961

4,402

(6,726
)
2,343,637

Total mortgage and asset-backed securities
6,118,936

42,906

(31,203
)
6,130,639

Other debt securities
326,967

1,368

(1,528
)
326,807

Equity securities
5,560

48,305


53,865

Total
$
9,592,299

$
123,995

$
(44,319
)
$
9,671,975

December 31, 2016
 
 
 
 
U.S. government and federal agency obligations
$
919,904

$
7,312

$
(6,312
)
$
920,904

Government-sponsored enterprise obligations
450,448

1,126

(1,576
)
449,998

State and municipal obligations
1,778,684

12,223

(12,693
)
1,778,214

Mortgage and asset-backed securities:
 
 
 
 
  Agency mortgage-backed securities
2,674,964

31,610

(20,643
)
2,685,931

  Non-agency mortgage-backed securities
1,054,446

7,686

(6,493
)
1,055,639

  Asset-backed securities
2,389,176

3,338

(11,213
)
2,381,301

Total mortgage and asset-backed securities
6,118,586

42,634

(38,349
)
6,122,871

Other debt securities
327,030

935

(2,012
)
325,953

Equity securities
5,678

45,585


51,263

Total
$
9,600,330

$
109,815

$
(60,942
)
$
9,649,203


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 A3 (Moody's) or A- (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, cash flow analyses are prepared. For more complex analyses, 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 March 31, 2017, the fair value of securities on this watch list was $74.2 million compared to $79.6 million at December 31, 2016.

As of March 31, 2017, the Company had recorded other-than-temporary impairment (OTTI) on certain non-agency mortgage-backed securities, part of the watch list mentioned above, which had an aggregate fair value of $29.3 million. The cumulative credit-related portion of the impairment on these securities, which was recorded in earnings, totaled $14.1 million. 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 March 31, 2017 included the following:

Significant Inputs
Range
Prepayment CPR
0%
-
25%
Projected cumulative default
18%
-
51%
Credit support
0%
-
38%
Loss severity
16%
-
63%

16




The following table presents a rollforward of the cumulative OTTI credit losses recognized in earnings on all available for sale debt securities.
 
For the Three Months Ended March 31
(In thousands)
2017
2016
Cumulative OTTI credit losses at January 1
$
14,080

$
14,129

Credit losses on debt securities for which impairment was previously recognized
109

123

Increase in expected cash flows that are recognized over remaining life of security
(73
)
(18
)
Cumulative OTTI credit losses at March 31
$
14,116

$
14,234


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
March 31, 2017
 
 
 
 
 
 
 
 
U.S. government and federal agency obligations
$
243,847

$
3,927

 
$

$

 
$
243,847

$
3,927

Government-sponsored enterprise obligations
165,707

1,373

 


 
165,707

1,373

State and municipal obligations
328,771

5,883

 
10,051

405

 
338,822

6,288

Mortgage and asset-backed securities:
 
 
 
 
 
 
 
 
   Agency mortgage-backed securities
988,095

17,923

 
1,895

4

 
989,990

17,927

   Non-agency mortgage-backed securities
681,162

6,467

 
28,136

83

 
709,298

6,550

   Asset-backed securities
836,925

3,662

 
288,968

3,064

 
1,125,893

6,726

Total mortgage and asset-backed securities
2,506,182

28,052

 
318,999

3,151

 
2,825,181

31,203

Other debt securities
136,453

1,505

 
977

23

 
137,430

1,528

Total
$
3,380,960

$
40,740

 
$
330,027

$
3,579

 
$
3,710,987

$
44,319

December 31, 2016
 
 
 
 
 
 
 
 
U.S. government and federal agency obligations
$
349,538

$
2,823

 
$
32,208

$
3,489

 
$
381,746

$
6,312

Government-sponsored enterprise obligations
190,441

1,576

 


 
190,441

1,576

State and municipal obligations
700,779

12,164

 
15,195

529

 
715,974

12,693

Mortgage and asset-backed securities:
 
 
 
 
 
 
 
 
   Agency mortgage-backed securities
1,147,416

20,638

 
2,150

5

 
1,149,566

20,643

   Non-agency mortgage-backed securities
688,131

6,373

 
34,946

120

 
723,077

6,493

   Asset-backed securities
780,209

5,277

 
358,778

5,936

 
1,138,987

11,213

Total mortgage and asset-backed securities
2,615,756

32,288

 
395,874

6,061

 
3,011,630

38,349

Other debt securities
179,639

1,986

 
975

26

 
180,614

2,012

Total
$
4,036,153

$
50,837

 
$
444,252

$
10,105

 
$
4,480,405

$
60,942


The total available for sale portfolio consisted of approximately 2,000 individual securities at March 31, 2017. The portfolio included 535 securities, having an aggregate fair value of $3.7 billion, that were in an unrealized loss position at March 31, 2017, compared to 771 securities, with a fair value of $4.5 billion, at December 31, 2016. The total amount of unrealized losses on these securities decreased $16.6 million to $44.3 million at March 31, 2017. At March 31, 2017, the fair value of securities in an unrealized loss position for 12 months or longer totaled $330.0 million, or 3.4% of the total portfolio value.

The Company’s holdings of state and municipal obligations included gross unrealized losses of $6.3 million at March 31, 2017, of which $392 thousand related to auction rate securities. This portfolio totaled $1.8 billion at fair value, or 18.6% of total available for sale securities. The average credit quality of the portfolio, excluding auction rate securities, is Aa2 as rated by Moody’s. The portfolio is diversified in order to reduce risk, and the Company has processes and procedures in place to monitor its holdings, identify signs of financial distress and, if necessary, exit its positions in a timely manner.

    

17




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 Three Months Ended March 31
(In thousands)
2017
2016
Proceeds from sales of non-marketable securities
$
98

$
94

Available for sale:
 
 
Gain realized on donation
$
2,157

$

Other-than-temporary impairment recognized on debt securities
(109
)
(123
)
 Non-marketable:
 
 
 Gains realized on sales
58

42

Fair value adjustments, net
(2,878
)
(914
)
Investment securities gains (losses), net
$
(772
)
$
(995
)

At March 31, 2017, securities totaling $3.8 billion in fair value were pledged to secure public fund deposits, securities sold under agreements to repurchase, trust funds, and borrowings at the Federal Reserve Bank and FHLB. Securities pledged under agreements pursuant to which the collateral may be sold or re-pledged by the secured parties approximated $720.1 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 exceeded 10% of stockholders’ equity.

18




4. Goodwill and Other Intangible Assets

The following table presents information about the Company's intangible assets which have estimable useful lives.
 
March 31, 2017
 
December 31, 2016
 
 
(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

$
(27,676
)
$

$
3,594

 
$
31,270

$
(27,429
)
$

$
3,841

Mortgage servicing rights
6,004

(2,883
)
(15
)
3,106

 
5,672

(2,782
)
(22
)
2,868

Total
$
37,274

$
(30,559
)
$
(15
)
$
6,700

 
$
36,942

$
(30,211
)
$
(22
)
$
6,709


Aggregate amortization expense on intangible assets was $348 thousand and $395 thousand for the three month periods ended March 31, 2017 and 2016, respectively. The following table shows the estimated annual amortization expense for the next five fiscal years. This expense is based on existing asset balances and the interest rate environment as of March 31, 2017. 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)
 
2017
$
1,160

2018
979

2019
825

2020
688

2021
587



Changes in the carrying amount of goodwill and net other intangible assets for the three month period ended March 31, 2017 is as follows:
(In thousands)
Goodwill
Core Deposit Premium
Mortgage Servicing Rights
Balance January 1, 2017
$
138,921

$
3,841

$
2,868

Originations


332

Amortization

(247
)
(101
)
Impairment reversal


7

Balance March 31, 2017
$
138,921

$
3,594

$
3,106



Goodwill allocated to the Company’s operating segments at March 31, 2017 and December 31, 2016 is shown below.
(In thousands)
 
Consumer segment
$
70,721

Commercial segment
67,454

Wealth segment
746

Total goodwill
$
138,921


5. Guarantees

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 customers, the Company has rights to the underlying collateral, which could include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities.

Upon issuance of standby letters of credit, the Company recognizes a liability for the fair value of the obligation undertaken, which is estimated to be equivalent to the amount of fees received from the customer over the life of the agreement. At March

19




31, 2017, that net liability was $2.7 million, which will be accreted into income over the remaining life of the respective commitments. The contractual amount of these letters of credit, which represents the maximum potential future payments guaranteed by the Company, was $387.8 million at March 31, 2017.

The Company periodically enters into credit 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 March 31, 2017, 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 3 to 11 years. At March 31, 2017, the fair value of the Company's guarantee liabilities for RPAs was $138 thousand, and the notional amount of the underlying swaps was $76.4 million. The maximum potential future payment guaranteed by the Company cannot be readily estimated but is dependent upon the fair value of the interest rate swaps at the time of default.

6. Pension

The amount of net pension cost is shown in the table below:
 
For the Three Months Ended March 31
(In thousands)
2017
2016
Service cost - benefits earned during the period
$
129

$
133

Interest cost on projected benefit obligation
973

967

Expected return on plan assets
(1,438
)
(1,437
)
Amortization of prior service cost
(68
)
(68
)
Amortization of unrecognized net loss
617

651

Net periodic pension cost
$
213

$
246


Substantially all benefits accrued under the Company’s defined benefit pension plan were frozen effective January 1, 2005, and the remaining benefits were frozen effective January 1, 2011. During the first three months of 2017, the Company made no funding contributions to its defined benefit pension plan and made minimal funding contributions to a supplemental executive retirement plan (the CERP), which carries no segregated assets. The Company has no plans to make any further contributions, other than those related to the CERP, during the remainder of 2017.





20




7. Common Stock *

Presented below is a summary of the components used to calculate basic and diluted income per share. The Company applies the two-class method of computing income per share, as nonvested share-based awards that contain nonforfeitable rights to 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 table below. Nonvested share-based awards are further discussed in Note 12.
 
For the Three Months Ended March 31
(In thousands, except per share data)
2017
2016
Basic income per common share:
 
 
Net income attributable to Commerce Bancshares, Inc.
$
71,504

$
65,374

Less preferred stock dividends
2,250

2,250

Net income available to common shareholders
69,254

63,124

Less income allocated to nonvested restricted stock
945

894

  Net income allocated to common stock
$
68,309

$
62,230

Weighted average common shares outstanding
100,370

100,344

   Basic income per common share
$
.68

$
.62

Diluted income per common share:
 
 
Net income available to common shareholders
$
69,254

$
63,124

Less income allocated to nonvested restricted stock
942

893

  Net income allocated to common stock
$
68,312

$
62,231

Weighted average common shares outstanding
100,370

100,344

  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
397

227

  Weighted average diluted common shares outstanding
100,767

100,571

    Diluted income per common share
$
.68

$
.62


Unexercised stock options and stock appreciation rights of 86 thousand and 594 thousand were excluded in the computation of diluted income per common share for the three month periods ended March 31, 2017 and 2016, respectively, because their inclusion would have been anti-dilutive.
* All prior year share and per share amounts in this note have been restated for the 5% common stock dividend distributed in December 2016.
  

21




8. Accumulated Other Comprehensive Income

The table below shows the activity and accumulated balances for components of other comprehensive income. The largest component is the unrealized holding gains and losses on available for sale 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. The other component is the amortization from other comprehensive income of losses associated with pension benefits, which occurs as the losses are included in current net periodic pension cost.
 
Unrealized Gains (Losses) on Securities (1)
Pension Loss (2)
Total Accumulated Other Comprehensive Income
(In thousands)
OTTI
Other
Balance January 1, 2017
$
2,975

$
27,328

$
(19,328
)
$
10,975

Other comprehensive income before reclassifications
44

32,805


32,849

Amounts reclassified from accumulated other comprehensive income
109

(2,157
)
549

(1,499
)
Current period other comprehensive income, before tax
153

30,648

549

31,350

Income tax expense
(58
)
(11,646
)
(209
)
(11,913
)
Current period other comprehensive income, net of tax
95

19,002

340

19,437

Balance March 31, 2017
$
3,070

$
46,330

$
(18,988
)
$
30,412

Balance January 1, 2016
$
3,316

$
49,750

$
(20,596
)
$
32,470

Other comprehensive income (loss) before reclassifications
(765
)
113,702


112,937

Amounts reclassified from accumulated other comprehensive income
123


583

706

Current period other comprehensive income (loss), before tax
(642
)
113,702

583

113,643

Income tax (expense) benefit
244

(43,207
)
(221
)
(43,184
)
Current period other comprehensive income (loss), net of tax
(398
)
70,495

362

70,459

Balance March 31, 2016
$
2,918

$
120,245

$
(20,234
)
$
102,929

(1) The pre-tax amounts reclassified from accumulated other comprehensive income 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 are included in the computation of net periodic pension cost as "amortization of prior service cost" and "amortization of unrecognized net loss" (see Note 6), for inclusion in the consolidated statements of income.

9. 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 consists of various consumer loan and deposit products offered through its retail branch network of almost 190 locations.  This segment also includes indirect and other consumer loan financing businesses, along with 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, leasing, and international services, along with business and governmental deposit products and commercial cash management services.  This segment includes both merchant and commercial bank card products. It also includes the Capital Markets Group which sells fixed income securities and provides safekeeping and accounting services to its business and correspondent bank customers.  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.



22




The following table presents selected financial information by segment and reconciliations of combined segment totals to consolidated totals. There were no material intersegment revenues among 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 change are reflected in prior year information presented below.

(In thousands)
Consumer
Commercial
Wealth
Segment Totals
Other/Elimination
Consolidated Totals
Three Months Ended March 31, 2017
 
 
 
 
 
 
Net interest income
$
67,354

$
79,787

$
11,838

$
158,979

$
19,294

$
178,273

Provision for loan losses
(9,662
)
513

(23
)
(9,172
)
(1,956
)
(11,128
)
Non-interest income
31,558

47,133

37,706

116,397

669

117,066

Investment securities losses, net




(772
)
(772
)
Non-interest expense
(71,523
)
(73,785
)
(30,349
)
(175,657
)
(11,173
)
(186,830
)
Income before income taxes
$
17,727

$
53,648

$
19,172

$
90,547

$
6,062

$
96,609

Three Months Ended March 31, 2016
 
 
 
 
 
 
Net interest income
$
66,564

$
76,017

$
10,875

$
153,456

$
10,319

$
163,775

Provision for loan losses
(8,725
)
19

(106
)
(8,812
)
(627
)
(9,439
)
Non-interest income
29,897

51,119

34,402

115,418

3,606

119,024

Investment securities losses, net




(995
)
(995
)
Non-interest expense
(69,004
)
(69,613
)
(28,588
)
(167,205
)
(10,268
)
(177,473
)
Income before income taxes
$
18,732

$
57,542

$
16,583

$
92,857

$
2,035

$
94,892


The information presented above was derived 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. The 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 (provided) by assets and liabilities based on their maturity, prepayment and/or repricing characteristics.

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 that relating to administrative functions, the investment securities portfolio, and the effect of certain expense allocations to the segments. The provision for loan losses in this category contains the difference between net loan charge-offs assigned directly to the segments and the recorded provision for loan loss expense. Included in this category’s net interest income are earnings of the investment portfolio, which are not allocated to a segment.

The performance measurement of the operating 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.


23




10. 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. The Company’s derivative instruments are accounted for as free-standing derivatives, and changes in their fair value are recorded in current earnings.

(In thousands)
March 31, 2017
December 31, 2016
Interest rate swaps
$
1,684,818

$
1,685,099

Interest rate caps
33,036

59,379

Credit risk participation agreements
118,341

121,514

Foreign exchange contracts
1,574

4,046

 Mortgage loan commitments
22,378

12,429

Mortgage loan forward sale contracts
1,834

6,626

Forward TBA contracts
26,000

15,000

Total notional amount
$
1,887,981

$
1,904,093


The largest group of notional amounts relate to interest rate swap contracts sold to commercial customers who wish to modify their interest rate sensitivity. These 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 regulated clearing organization who becomes the Company's legal 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.

Parties to cleared swaps are required to post collateral (generally, in the form of cash or marketable securities) to an authorized clearing agent that holds and monitors the collateral. In January 2017, the Company's clearing counterparty made rule changes to legally 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. At March 31, 2017, the application of variation margin reduced the positive fair values of cleared swaps by $3.4 million and reduced the negative fair values of cleared swaps by $5.2 million, as reflected in the table below.

Many of the Company’s interest rate swap contracts 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 instant settlement of the contracts. The Company maintains debt ratings and capital well above these minimum requirements.

The Company also contracts with other financial institutions, as a guarantor or beneficiary, to share credit risk associated with certain interest rate swaps through risk participation agreements. The Company’s risks and responsibilities as guarantor are further discussed in Note 5 on Guarantees. In addition, the Company enters into foreign exchange contracts, which are mainly comprised of contracts to purchase or deliver foreign currencies for customers at specific future dates.

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 commitments. 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.


24




The fair values of the Company's derivative instruments, whose notional amounts are listed above, are shown in the table below. 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. Information about the valuation methods used to determine fair value is provided in Note 13 on Fair Value Measurements.
 
Asset Derivatives
 
Liability Derivatives
 
Mar. 31, 2017
Dec. 31, 2016
 
Mar. 31, 2017
Dec. 31, 2016
(In thousands)    
  Fair Value
 
  Fair Value
Derivative instruments:
 
 
 
 
 
   Interest rate swaps
$
8,827

$
12,987

 
$
(7,069
)
$
(12,987
)
   Interest rate caps
51

78

 
(51
)
(78
)
   Credit risk participation agreements
57

65

 
(138
)
(156
)
   Foreign exchange contracts
42

66

 
(1
)
(4
)
   Mortgage loan commitments
903

355

 

(6
)
   Mortgage loan forward sale contracts
4


 

(63
)
   Forward TBA contracts
1

15

 
(139
)
(45
)
 Total
$
9,885

$
13,566

 
$
(7,398
)
$
(13,339
)

The effects of derivative instruments on the consolidated statements of income are shown in the table below.



Location of Gain or (Loss) Recognized in Income on Derivatives
Amount of Gain or (Loss) Recognized in Income on Derivatives


 
For the Three Months Ended March 31
(In thousands)
 
2017
2016
Derivative instruments:
 
 
 
  Interest rate swaps
Other non-interest income
$
143

$
2,226

  Credit risk participation agreements
Other non-interest income
10

(35
)
  Foreign exchange contracts
Other non-interest income
(20
)
(49
)
  Mortgage loan commitments
Loan fees and sales
554

508

  Mortgage loan forward sale contracts
Loan fees and sales
66

(1
)
  Forward TBA contracts
Loan fees and sales
(98
)
(329
)
Total
 
$
655

$
2,320


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.


25




The Company is party to master netting arrangements with most of its swap derivative counterparties; however, 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 and securities to its clearing agent. 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.
 
 
 
 
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
March 31, 2017
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
Derivatives subject to master netting agreements
$
8,907

$

$
8,907

$
(479
)
$

$
8,428

Derivatives not subject to master netting agreements
978


978

 
 
 
Total derivatives
9,885


9,885

 
 
 
Liabilities:
 
 
 
 
 
 
Derivatives subject to master netting agreements
$
7,269

$

$
7,269

$
(479
)
$
(1,608
)
$
5,182

Derivatives not subject to master netting agreements
129


129

 
 
 
Total derivatives
7,398


7,398

 
 
 
December 31, 2016
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
Derivatives subject to master netting agreements
$
13,111

$

$
13,111

$
(3,391
)
$

$
9,720

Derivatives not subject to master netting agreements
455


455

 
 
 
Total derivatives
13,566


13,566

 
 
 
Liabilities:
 
 
 
 
 
 
Derivatives subject to master netting agreements
$
13,124

$

$
13,124

$
(3,391
)
$
(5,292
)
$
4,441

Derivatives not subject to master netting agreements
215


215

 
 
 
Total derivatives
13,339


13,339

 
 
 

11. 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.


26




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 consolidated balance sheets, as permitted under the netting provisions of ASC 210-20-45. The collateral swaps totaled $700.0 million at March 31, 2017 and $550.0 million at December 31, 2016. At March 31, 2017, the Company had posted collateral of $719.0 million in marketable securities, consisting of agency mortgage-backed bonds and treasuries, and had accepted $722.1 million in investment grade asset-backed, commercial 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
March 31, 2017
 
 
 
 
 
 
Total resale agreements, subject to master netting arrangements
$
1,425,000

$
(700,000
)
$
725,000

$

$
(725,000
)
$

Total repurchase agreements, subject to master netting arrangements
1,680,954

(700,000
)
980,954


(980,954
)

December 31, 2016
 
 
 
 
 
 
Total resale agreements, subject to master netting arrangements
$
1,275,000

$
(550,000
)
$
725,000

$

$
(725,000
)
$

Total repurchase agreements, subject to master netting arrangements
2,221,065

(550,000
)
1,671,065


(1,671,065
)


The table below shows the remaining contractual maturities of repurchase agreements outstanding at March 31, 2017 and December 31, 2016, in addition to the various types of marketable securities that have been pledged 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
March 31, 2017
 
 
 
 
Repurchase agreements, secured by:
 
 
 
 
  U.S. government and federal agency obligations
$
256,328

$

$
450,000

$
706,328

  Government-sponsored enterprise obligations
195,035

3,489


198,524

  Agency mortgage-backed securities
436,144

4,500

270,000

710,644

  Asset-backed securities
10,458

55,000


65,458

   Total repurchase agreements, gross amount recognized
$
897,965

$
62,989

$
720,000

$
1,680,954

December 31, 2016
 
 
 
 
Repurchase agreements, secured by:
 
 
 
 
  U.S. government and federal agency obligations
$
294,600

$

$
300,000

$
594,600

  Government-sponsored enterprise obligations
147,694


3,237

150,931

  Agency mortgage-backed securities
693,851

24,380

252,473

970,704

  Asset-backed securities
474,830

30,000


504,830

   Total repurchase agreements, gross amount recognized
$
1,610,975

$
54,380

$
555,710

$
2,221,065


12. Stock-Based Compensation

The Company issues stock-based compensation in the form of nonvested restricted stock and stock appreciation rights (SARs). Most of the awards are issued during the first quarter of each year. The stock-based compensation expense that has been charged against income was $3.1 million and $3.4 million in the three months ended March 31, 2017 and 2016, respectively.

The Company adopted ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," on January 1, 2017. The Company elected to change its method of accounting for forfeitures, as allowed by this guidance. In 2016 and prior years, accruals of compensation cost were reduced by an estimate of awards not expected to vest and further adjusted when actual forfeitures occurred. In 2017 and subsequent years, forfeitures will be accounted for when they occur and recognized in compensation cost at that time. The effect of this change, which was recognized as a cumulative-effect adjustment on January

27




1, 2017, increased equity and increased deferred tax assets by approximately $1.3 million. ASU 2016-09 also changed the classification of excess tax benefits and deficiencies arising from stock-based payment transactions, resulting in a $4.5 million reduction in income tax expense during the first quarter of 2017.

Nonvested stock awards generally vest in 4 to 7 years and contain 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. A summary of the status of the Company’s nonvested share awards as of March 31, 2017, and changes during the three month period then ended, is presented below.
 
 
 

Shares
 Weighted Average Grant Date Fair Value
Nonvested at January 1, 2017
1,392,451

$34.67
Granted
229,128

57.41
Vested
(236,996
)
29.79
Forfeited
(2,551
)
34.09
Nonvested at March 31, 2017
1,382,032

$39.28

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 4 years of continuous service and have 10-year contractual terms. All SARs must be settled in stock under provisions of the plan. In determining compensation cost, the Black-Scholes option-pricing model is used to estimate the fair value of SARs on date of grant. The current year per share average fair value and the model assumptions are shown in the table below.
        
Weighted per share average fair value at grant date

$12.54

Assumptions:
 
Dividend yield
1.6
%
Volatility
21.1
%
Risk-free interest rate
2.4
%
Expected term
7.0 years


A summary of SAR activity during the first three months of 2017 is presented below.
 
 
 
 
(Dollars in thousands, except per share data)
Rights
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term
Aggregate Intrinsic Value
Outstanding at January 1, 2017
1,324,954

$34.53
 
 
Granted
165,873

57.53
 
 
Forfeited
(1,080
)
38.12

 
 
Expired
(541
)
34.79

 
 
Exercised
(233,835
)
30.34
 
 
Outstanding at March 31, 2017
1,255,371

$38.34
6.7 years
$
22,592




28




13. 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 available for sale and trading securities, certain non-marketable securities 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 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.
The valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis are described in the Fair Value Measurements note in the Company's 2016 Annual Report on Form 10-K. There have been no significant changes in these methodologies since then, except for a change in the valuation of cleared interest rate swaps as discussed in Note 10.


29




Instruments Measured at Fair Value on a Recurring Basis

The table below presents the March 31, 2017 and December 31, 2016 carrying values of assets and liabilities measured at fair value on a recurring basis. There were no transfers among levels during the first three months of 2017 or the year ended December 31, 2016.
 
 
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)
March 31, 2017
 
 
 
 
Assets:
 
 
 
 
  Residential mortgage loans held for sale
$
7,389

$

$
7,389

$

  Available for sale securities:
 
 
 
 
     U.S. government and federal agency obligations
914,421

914,421



     Government-sponsored enterprise obligations
450,206


450,206


     State and municipal obligations
1,796,037


1,778,954

17,083

     Agency mortgage-backed securities
2,708,746


2,708,746


     Non-agency mortgage-backed securities
1,078,256


1,078,256


     Asset-backed securities
2,343,637


2,343,637


     Other debt securities
326,807


326,807


     Equity securities
53,865

25,078

28,787


  Trading securities
20,200


20,200


  Private equity investments
52,800



52,800

  Derivatives *
9,885


8,925

960

  Assets held in trust for deferred compensation plan
11,583

11,583



  Total assets
9,773,832

951,082

8,751,907

70,843

Liabilities:
 
 
 
 
  Derivatives *
7,398


7,260

138

Liabilities held in trust for deferred compensation plan
11,583

11,583



  Total liabilities
$
18,981

$
11,583

$
7,260

$
138

December 31, 2016
 
 
 
 
Assets:
 
 
 
 
  Residential mortgage loans held for sale
$
9,263

$

$
9,263

$

  Available for sale securities:
 
 
 
 
     U.S. government and federal agency obligations
920,904

920,904



     Government-sponsored enterprise obligations
449,998


449,998


     State and municipal obligations
1,778,214


1,761,532

16,682

     Agency mortgage-backed securities
2,685,931


2,685,931


     Non-agency mortgage-backed securities
1,055,639


1,055,639


     Asset-backed securities
2,381,301


2,381,301


     Other debt securities
325,953


325,953


     Equity securities
51,263

24,967

26,296


  Trading securities
22,225


22,225


  Private equity investments
50,820



50,820

  Derivatives *
13,566


13,146

420

  Assets held in trust for deferred compensation plan
10,261

10,261



  Total assets
9,755,338

956,132

8,731,284

67,922

Liabilities:
 
 
 
 
  Derivatives *
13,339


13,177

162

Liabilities held in trust for deferred compensation plan
10,261

10,261



  Total liabilities
$
23,600

$
10,261

$
13,177

$
162

* The fair value of each class of derivative is shown in Note 10.






30




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
For the three months ended March 31, 2017
 
 
 
 
Balance January 1, 2017
$
16,682

$
50,820

$
258

$
67,760

Total gains or losses (realized/unrealized):
 
 
 
 
   Included in earnings

(2,878
)
564

(2,314
)
   Included in other comprehensive income *
391



391

Discount accretion
10



10

Purchases of private equity investments

4,825


4,825

Capitalized interest/dividends

33


33

Balance March 31, 2017
$
17,083

$
52,800

$
822

$
70,705

Total gains or losses for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2017
$

$
(2,878
)
$
913

$
(1,965
)
For the three months ended March 31, 2016
 
 
 
 
Balance January 1, 2016
$
17,195

$
63,032

$
69

$
80,296

Total gains or losses (realized/unrealized):
 
 
 
 
   Included in earnings

(914
)
473

(441
)
   Included in other comprehensive income *
101



101

Investment securities called
(100
)


(100
)
Discount accretion
13



13

Purchases of private equity investments

5,266


5,266

Capitalized interest/dividends

48


48

Sale of risk participation agreement


(36
)
(36
)
Balance March 31, 2016
$
17,209

$
67,432

$
506

$
85,147

Total gains or losses for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2016
$

$
(914
)
$
736

$
(178
)
* Included in "net unrealized gains (losses) on other securities" in the consolidated statements of comprehensive income.

Gains and losses included in earnings for the Level 3 assets and liabilities in the previous table are reported in the following line items in the consolidated statements of income:
(In thousands)
Loan Fees and Sales
Other Non-Interest Income
Investment Securities Gains (Losses), Net
Total
For the three months ended March 31, 2017
 
 
 
 
Total gains or losses included in earnings
$
554

$
10

$
(2,878
)
$
(2,314
)
Change in unrealized gains or losses relating to assets still held at March 31, 2017
$
903

$
10

$
(2,878
)
$
(1,965
)
For the three months ended March 31, 2016
 
 
 
 
Total gains or losses included in earnings
$
508

$
(35
)
$
(914
)
$
(441
)
Change in unrealized gains or losses relating to assets still held at March 31, 2016
$
771

$
(35
)
$
(914
)
$
(178
)


31




Level 3 Inputs

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 $17.1 million at March 31, 2017, while private equity investments, included in non-marketable securities, totaled $52.8 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


5 years
 
 
 
 
Estimated market rate
2.9%
-
3.4%
 
 
Private equity investments
Market comparable companies
EBITDA multiple
4.0
-
5.8
 
 
Mortgage loan commitments
Discounted cash flow
Probability of funding
49.5%
-
98.8%
 
75.7%
 
 
Embedded servicing value
.1%
-
2.2%
 
1.1%


Instruments Measured at Fair Value on a Nonrecurring Basis

For assets measured at fair value on a nonrecurring basis during the first three months of 2017 and 2016, and still held as of March 31, 2017 and 2016, the following table provides the adjustments to fair value recognized during the respective periods, the level of valuation inputs used to determine each adjustment, and the carrying value of the related individual assets or portfolios at March 31, 2017 and 2016.
 
 
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) Recognized During the Three Months Ended March 31
March 31, 2017
 
 
 
 
 
  Collateral dependent impaired loans
$
1,349

$

$

$
1,349

$
(340
)
  Mortgage servicing rights
3,106



3,106

7

  Foreclosed assets
95



95

(29
)
  Long-lived assets
1,316



1,316

(193
)
 
 
 
 
 
 
March 31, 2016
 
 
 
 
 
  Collateral dependent impaired loans
$
4,710

$

$

$
4,710

$
(2,043
)
  Mortgage servicing rights
1,843



1,843

(1
)
  Foreclosed assets
62



62

(36
)


14. 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.

The methods and inputs used in the estimation of fair value for the financial instruments in the table below are discussed in the Fair Value Measurements and the Fair Value of Financial Instruments notes in the Company's 2016 Annual Report on Form 10-K. There have been no significant changes in these methods and inputs since December 31, 2016, except as mentioned in Note 10 on Derivatives.


32




The estimated fair values of the Company’s financial instruments and the classification of their fair value measurement within the valuation hierarchy are as follows:
 
Fair Value Hierarchy Level
March 31, 2017
 
December 31, 2016

(In thousands)
Carrying
Amount
Estimated
Fair Value
 
Carrying
Amount
Estimated
Fair Value
Financial Assets
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
Business
Level 3
$
4,888,011

$
4,897,223

 
$
4,776,365

$
4,787,469

Real estate - construction and land
Level 3
846,904

856,027

 
791,236

800,426

Real estate - business
Level 3
2,710,595

2,723,734

 
2,643,374

2,658,093

Real estate - personal
Level 3
2,013,437

2,006,535

 
2,010,397

2,005,227

Consumer
Level 3
1,975,521

1,957,407

 
1,990,801

1,974,784

Revolving home equity
Level 3
396,542

397,307

 
413,634

414,499

Consumer credit card
Level 3
736,766

754,362

 
776,465

794,856

Overdrafts
Level 3
4,733

4,733

 
10,464

10,464

Loans held for sale
Level 2
15,559

15,559

 
14,456

14,456

Investment securities:
 
 
 
 
 
 
Available for sale
Level 1
939,499

939,499

 
945,871

945,871

Available for sale
Level 2
8,715,393

8,715,393

 
8,686,650

8,686,650

Available for sale
Level 3
17,083

17,083

 
16,682

16,682

Trading
Level 2
20,200

20,200

 
22,225

22,225

Non-marketable
Level 3
101,688

101,688

 
99,558

99,558

Federal funds sold
Level 1
2,205

2,205

 
15,470

15,470

Securities purchased under agreements to resell
Level 3
725,000

728,705

 
725,000

728,179

Interest earning deposits with banks
Level 1
120,234

120,234

 
272,275

272,275

Cash and due from banks
Level 1
416,161

416,161

 
494,690

494,690

Derivative instruments
Level 2
8,925

8,925

 
13,146

13,146

Derivative instruments
Level 3
960

960

 
420

420

Assets held in trust for deferred compensation plan
Level 1
11,583

11,583

 
10,261

10,261

Financial Liabilities
 
 
 
 
 
 
Non-interest bearing deposits
Level 1
$
7,237,815

$
7,237,815

 
$
7,429,398

$
7,429,398

Savings, interest checking and money market deposits
Level 1
11,439,078

11,439,078

 
11,430,789
11,430,789
Time open and certificates of deposit
Level 3
2,414,960

2,406,892

 
2,240,908

2,235,218

Federal funds purchased
Level 1
340,195

340,195

 
52,840

52,840

Securities sold under agreements to repurchase
Level 3
980,954

981,155

 
1,671,065

1,671,227

Other borrowings
Level 3
101,975

103,564

 
102,049

104,298

Derivative instruments
Level 2
7,260

7,260

 
13,177

13,177

Derivative instruments
Level 3
138

138

 
162

162

Liabilities held in trust for deferred compensation plan
Level 1
11,583

11,583

 
10,261

10,261


15. Legal and Regulatory Proceedings
On August 15, 2014, a customer filed a class action complaint against the Bank in the Circuit Court, Jackson County, Missouri.  The case is Cassandra Warren, et al v. Commerce Bank (Case No. 1416-CV19197).  In the case, the customer alleges violation of the Missouri usury statute in connection with the Bank charging overdraft fees in connection with point-of-sale/debit and automated-teller machine cards. The class was certified and consists of Missouri customers of the Bank who may have been similarly affected. The case has been stayed pending the final outcome of a similar case in which a ruling has been made in favor of the bank defendant. The Company believes that the stay will remain in effect until any appeals in the similar case have run their course.  The Company believes the Warren complaint lacks merit and will defend itself vigorously. The amount of any ultimate exposure cannot be determined with certainty at this time.

The Company is in ongoing discussions with the U.S. Department of Labor concerning an investigation involving ERISA regulations related to a managed trust account.  Currently, no assurances can be given as to the timing for the resolution of the investigation or its outcome, including any ultimate liability.


33




The Company has various other legal proceedings pending at March 31, 2017, 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.

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and with the statistical information and financial data appearing in this report as well as the Company's 2016 Annual Report on Form 10-K. Results of operations for the three month period ended March 31, 2017 are not necessarily indicative of results to be attained for any other period.

Forward-Looking Information

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 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 that 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: 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, competition with other entities that offer financial services, and such other factors as discussed in Part I Item 1A - "Risk Factors" and Part II Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2016 Annual Report on Form 10-K.

Critical Accounting Policies

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, the valuation of certain investment securities, and accounting for income taxes. A discussion of these policies can be found in the sections captioned "Critical Accounting Policies" and "Allowance for Loan Losses" in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's 2016 Annual Report on Form 10-K. There have been no changes in the Company's application of critical accounting policies since December 31, 2016.


34




Selected Financial Data

 
 
Three Months Ended March 31
 
 
2017
2016
Per Share Data
 
 
 
   Net income per common share — basic
 
$
.68

$
.62
*
   Net income per common share — diluted
 
.68

.62
*
   Cash dividends on common stock
 
.225

.214
*
   Book value per common share
 
23.79

22.71
*
   Market price
 
56.16

42.81
*
Selected Ratios
 
 
 
(Based on average balance sheets)
 
 
 
   Loans to deposits (1)
 
64.39
%
62.81
%
   Non-interest bearing deposits to total deposits
 
34.47

34.44

   Equity to loans (1)
 
18.74

19.15

   Equity to deposits
 
12.07

12.03

   Equity to total assets
 
10.05

9.84

   Return on total assets
 
1.15

1.07

   Return on common equity
 
11.74

11.20

(Based on end-of-period data)
 
 
 
   Non-interest income to revenue (2)
 
39.64

42.09

   Efficiency ratio (3)
 
63.14

62.62

   Tier I common risk-based capital ratio
 
11.98

11.51

   Tier I risk-based capital ratio
 
12.75

12.32

   Total risk-based capital ratio
 
13.72

13.27

   Tangible common equity to tangible assets ratio (4)
 
9.03

8.84

   Tier I leverage ratio 
 
9.56

9.11


* Restated for the 5% stock dividend distributed in December 2016.
(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) 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 assists 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.

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.
 
March 31
(Dollars in thousands)
2017
2016
Total equity
$
2,563,565

$
2,447,282

Less non-controlling interest
4,862

5,254

Less preferred stock
144,784

144,784

Less goodwill
138,921

138,921

Less core deposit premium
3,594

4,696

Total tangible common equity (a)
$
2,271,404

$
2,153,627

Total assets
$
25,308,171

$
24,506,952

Less goodwill
138,921

138,921

Less core deposit premium
3,594

4,696

Total tangible assets (b)
$
25,165,656

$
24,363,335

Tangible common equity to tangible assets ratio (a)/(b)
9.03
%
8.84
%

35




Results of Operations

Summary
  
Three Months Ended March 31
 
Increase (Decrease)
(Dollars in thousands)
2017
2016
 
Amount
% change
Net interest income
$
178,273

$
163,775

 
$
14,498

8.9
 %
Provision for loan losses
(11,128
)
(9,439
)
 
1,689

17.9

Non-interest income
117,066

119,024

 
(1,958
)
(1.6
)
Investment securities losses, net
(772
)
(995
)
 
(223
)
(22.4
)
Non-interest expense
(186,830
)
(177,473
)
 
9,357

5.3

Income taxes
(24,907
)
(29,370
)
 
(4,463
)
(15.2
)
Non-controlling interest expense
(198
)
(148
)
 
50

33.8

Net income attributable to Commerce Bancshares, Inc.
71,504

65,374

 
6,130

9.4

Preferred stock dividends
(2,250
)
(2,250
)
 


Net income available to common shareholders
$
69,254

$
63,124

 
$
6,130

9.7
 %

For the quarter ended March 31, 2017, net income attributable to Commerce Bancshares, Inc. (net income) amounted to $71.5 million, an increase of $6.1 million, or 9.4%, compared to the first quarter of the previous year. For the current quarter, the annualized return on average assets was 1.15%, the annualized return on average common equity was 11.74% and the efficiency ratio was 63.14%. Diluted earnings per common share was $.68, an increase of 9.7% compared to $.62 per share in the first quarter of 2016.

Compared to the first quarter of last year, net interest income increased $14.5 million, or 8.9%, mainly due to growth of $9.0 million in interest income on loans and $6.4 million in investment securities, partly offset by an increase of $1.1 million in deposit interest expense. The provision for loan losses totaled $11.1 million for the current quarter, representing an increase of $1.6 million over the first quarter of 2016. Non-interest income decreased $2.0 million, or 1.6%, compared to the first quarter of 2016, mainly due to a $3.3 million gain on a branch property sale in the first quarter of 2016, in addition to lower bank card and interest rate swap fee income. Non-interest expense increased $9.4 million, or 5.3%, over the first quarter of 2016 primarily due to increases in salaries and benefits expense, partly offset by decreases in supplies and marketing costs. Current quarter non-interest expense also included the contribution of $2.3 million in appreciated securities to a related foundation. A $2.2 million securities gain was recorded on the transaction, resulting in a pre-tax loss of $118 thousand and tax benefits of $856 thousand. The Company intends to make similar contributions to the foundation in subsequent quarters this year.

Net investment securities losses totaled $772 thousand in the current quarter compared to losses of $995 thousand in the same quarter last year. The current quarter losses were mainly comprised of $2.9 million in fair value write-downs in the Company's private equity portfolio, partially offset by the $2.2 million gain on the donation mentioned above.

36




Net Interest Income

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.

Analysis of Changes in Net Interest Income
 
Three Months Ended March 31, 2017 vs. 2016
 
Change due to
 
 
(In thousands)
Average
Volume
Average
Rate

Total
Interest income, fully taxable equivalent basis:
 
 
 
Loans:
 
 
 
  Business
$
2,939

$
1,554

$
4,493

  Real estate - construction and land
1,259

650

1,909

  Real estate - business
2,403

(648
)
1,755

  Real estate - personal
957

(285
)
672

  Consumer
385

(46
)
339

  Revolving home equity
(210
)
91

(119
)
  Consumer credit card
(121
)
269

148

  Overdrafts



     Total interest on loans
7,612

1,585

9,197

Loans held for sale
51

10

61

Investment securities:
 
 
 
  U.S. government and federal agency securities
207

3,814

4,021

  Government-sponsored enterprise obligations
(1,551
)
(411
)
(1,962
)
  State and municipal obligations
582

(157
)
425

  Mortgage-backed securities
2,027

(765
)
1,262

  Asset-backed securities
(609
)
1,294

685

  Other securities
(450
)
3,585

3,135

     Total interest on investment securities
206

7,360

7,566

Federal funds sold and short-term securities purchased under
 
 
 
   agreements to resell
(10
)
9

(1
)
Long-term securities purchased under agreements to resell
(507
)
825

318

Interest earning deposits with banks
(14
)
141

127

Total interest income
7,338

9,930

17,268

Interest expense:
 
 
 
Deposits:
 
 
 
  Savings
10

8

18

  Interest checking and money market
149

239

388

  Time open & C.D.'s of less than $100,000
(66
)
(32
)
(98
)
  Time open & C.D.'s of $100,000 and over
240

537

777

     Total interest on deposits
333

752

1,085

Federal funds purchased and securities sold under
 
 
 
   agreements to repurchase
(27
)
678

651

Other borrowings
(915
)
550

(365
)
Total interest expense
(609
)
1,980

1,371

Net interest income, tax equivalent basis
$
7,947

$
7,950

$
15,897


Net interest income in the first quarter of 2017 was $178.3 million, an increase of $14.5 million over the first quarter of 2016. On a tax equivalent (T/E) basis, net interest income totaled $187.3 million in the first quarter of 2017, up $15.9 million over the same period last year and up $6.0 million over the previous quarter.  The increase in net interest income compared to the first quarter of 2016 was mainly due to higher interest income on loans of $9.3 million, coupled with higher interest income on investment securities of $7.6 million. The increase in securities interest was mainly due to one-time interest receipts of $2.7 million in the first quarter of 2017 on a private equity debt investment. Securities interest also includes inflation-related interest on the Company's

37




holdings of U.S. Treasury inflation-protected securities (TIPS), which is tied to the Consumer Price Index. Interest income related to TIPS increased $3.4 million in the first three months of 2017 compared to the same period in 2016, and totaled $1.9 million in the current quarter and negative $1.5 million in the first quarter of 2016.  The Company's net yield on earning assets (T/E) was 3.14% in the current quarter compared to 2.95% in the first quarter of 2016.
 
Total interest income (T/E) increased $17.3 million over the first quarter of 2016. Interest income on loans (T/E), including loans held for sale, was $131.0 million during the first quarter of 2017, and increased $9.3 million, or 7.6%, over the same quarter last year. The increase was due to growth of $940.7 million, or 7.5%, in average loan balances, and an increase of three basis points in average rates earned. Most of the increase in interest income occurred in the business, construction, and business real estate loan categories. The largest increase to interest income occurred in business loan interest, which grew $4.5 million due to higher average balances of $415.1 million, or 9.2%, coupled with a 15 basis point increase in the average rate earned. Construction loan interest grew $1.9 million, as average balances increased $145.5 million, or 21.3%, and the average rate earned increased 34 basis points. Business real estate loan interest increased $1.8 million due to an increase in average balances of $263.4 million, or 11.1%, partly offset by a decline of seven basis points in the average rate earned. In addition, interest on personal real estate loans grew $672 thousand over the the same period last year. The average balance of personal real estate loans grew $102.9 million, or 5.4%, partly offset by a slight decrease in the average rate earned.

Interest income on investment securities (T/E) was $61.8 million during the first quarter of 2017, which was an increase of $7.6 million, or 13.9%, over the same quarter last year. The increase resulted mainly from higher TIPS interest of $3.4 million, coupled with higher interest income on non-marketable securities, mortgage-backed securities, asset-backed securities, and state and municipal obligations. The increase in interest income on non-marketable investments resulted largely from the $2.7 million interest receipt on the private equity investment mentioned above. Interest income on mortgage-backed securities grew $1.3 million, which resulted from an increase of $335.6 million in average balances, partly offset by lower rates earned of seven basis points. Interest income on asset-backed securities grew $685 thousand mainly due to a 24 basis point increase in the average rate earned. Growth in interest income on state and municipal obligations resulted from higher average balances, which increased $64.5 million. Partly offsetting these increases was a $2.0 million decline in interest income on government-sponsored enterprise obligations, as the average balance decreased $326.0 million and the average rate earned decreased 35 basis points. Adjustments to premium amortization expense, due to slowing prepayment speeds on mortgage-backed securities, increased interest income by $413 thousand in the current quarter, compared to adjustments that decreased interest income by $147 thousand in the same quarter last year. The average balance of the total investment portfolio (excluding unrealized fair value adjustments) was $9.7 billion in the first quarter of 2017, compared to $9.6 billion in the first quarter of 2016.

Interest income on long-term securities purchased under agreements to resell increased $318 thousand over the first quarter of 2016, due to an increase in the average rate earned of 48 basis points, partly offset by lower balances invested of $125.3 million.

The average tax equivalent yield on total interest earning assets was 3.30% in the first quarter of 2017, up from 3.10% in the first quarter of 2016.

Total interest expense increased $1.4 million compared to the first quarter of 2016, due to a $1.1 million increase in interest expense on interest bearing deposits and a $286 thousand increase in interest expense on borrowings. The increase in deposit expense resulted from a slight increase in overall average rates paid and a 4.8% increase in average interest bearing deposit balances. Interest expense on C.D.'s of $100,000 and over rose $777 thousand due to a 13 basis point increase in average rates paid, coupled with higher balances of $187.4 million. In addition, interest expense on money market accounts increased $361 thousand, as average balances increased $454.1 million and average rates paid rose slightly. Interest expense on borrowings increased due to higher rates paid on customer repurchase agreements and FHLB borrowings, partly offset by lower levels of FHLB borrowings. The overall average rate incurred on all interest bearing liabilities was .26% and .23% in the first quarters of 2017 and 2016, respectively.

Summaries of average assets and liabilities and the corresponding average rates earned/paid appear on the last page of this discussion.


38




Non-Interest Income
  
Three Months Ended March 31
 
Increase (Decrease)
(Dollars in thousands)
2017
2016
 
Amount
% change
Bank card transaction fees
$
43,204

$
44,470

 
$
(1,266
)
(2.8
)%
Trust fees
32,014

29,243

 
2,771

9.5

Deposit account charges and other fees
21,942

20,691

 
1,251

6.0

Capital market fees
2,342

2,725

 
(383
)
(14.1
)
Consumer brokerage services
3,649

3,509

 
140

4.0

Loan fees and sales
3,168

2,510

 
658

26.2

Other
10,747

15,876

 
(5,129
)
(32.3
)
Total non-interest income
$
117,066

$
119,024

 
$
(1,958
)
(1.6
)%
Non-interest income as a % of total revenue*
39.6
%
42.1
%
 
 
 
* Total revenue includes net interest income and non-interest income.

For the first quarter of 2017, total non-interest income amounted to $117.1 million compared with $119.0 million in the same quarter last year, which was a decrease of $2.0 million, or 1.6%. This decrease was mainly due to a gain of $3.3 million on the sale of a former branch property recorded in the first quarter of 2016 that did not reoccur this quarter. In addition, bank card fees and swap fees were lower, while trust fees and deposit account fees grew over the same period last year.

Bank card transaction fees for the current quarter decreased $1.3 million, or 2.8%, from the same period last year. The decrease was mainly the result of a decline in merchant fees of $1.3 million. Merchant fees were lower due to the loss of several large merchant customers, which impacted results for the first quarter of 2017. Commercial card fees declined $342 thousand, but were offset by higher debit and credit card interchange fees. The table below is a summary of bank card transaction fees for the three month periods ended March 31, 2017 and 2016.
 
Three Months Ended March 31
 
Increase (Decrease)
(Dollars in thousands)
2017
2016
 
Amount
% change
Debit card fees
$
9,641

$
9,385

 
$
256

2.7
 %
Credit card fees
5,741

5,645

 
96

1.7

Merchant fees
5,842

7,118

 
(1,276
)
(17.9
)
Corporate card fees
21,980

22,322

 
(342
)
(1.5
)
Total bank card transaction fees
$
43,204

$
44,470

 
$
(1,266
)
(2.8
)%

Trust fees for the quarter increased $2.8 million, or 9.5%, over the same quarter last year, resulting mainly from continued growth in private client (up 8.7%) and institutional (up 8.2%) trust fees. Deposit account fees increased $1.3 million, or 6.0%, over the same period last year, as deposit account service charges increased $670 thousand, or 12.9%, and overdraft and return item fees increased $426 thousand, or 6.3%. Loan fees and sales increased $658 thousand, or 26.2%, this quarter mainly due to higher mortgage banking revenue related to the Company's fixed rate residential mortgage sale program. Other non-interest income decreased $5.1 million compared to the same quarter last year. This decrease was mainly the result of the gain of $3.3 million on the sale of the branch property mentioned above. In addition, fees from the sales of interest rate swaps declined $2.0 million due to several large swap transactions occurring in the same period last year. Fees from the sales of tax credits were strong this quarter, totaling $1.2 million, but were lower by $319 thousand when compared to the same period last year.

Investment Securities Gains (Losses), Net
 
Three Months Ended March 31
(In thousands)
2017
2016
Available for sale
$
2,048

$
(123
)
Non-marketable
(2,820
)
(872
)
Total investment securities gains (losses), net
$
(772
)
$
(995
)

39





Net gains and losses on investment securities which were recognized in earnings during the three months ended March 31, 2017 and 2016 are shown in the table above. Net securities losses amounted to $772 thousand in the first quarter of 2017 and $995 thousand in the first quarter of 2016. Included in these net losses are credit-related impairment losses on certain non-agency guaranteed mortgage-backed securities which have been identified as other-than-temporarily impaired. These identified securities had a total fair value of $29.3 million at March 31, 2017. During the current quarter, credit-related impairment losses of $109 thousand were recorded, compared to $123 thousand in first quarter of 2016. The current quarter also included a $2.2 million gain on the donation of appreciated common stock to a related charitable foundation.

Gains and losses on non-marketable investment securities include those relating to private equity investments, which are primarily held by the Parent's majority-owned private equity subsidiaries. These gains and losses include fair value adjustments, which totaled $2.9 million in net losses in the first quarter of 2017. The portion of the private equity activity attributable to minority interests is reported as non-controlling interest in the consolidated statements of income and resulted in income of $438 thousand during the first quarter of 2017 and $46 thousand during the first quarter of 2016.

Non-Interest Expense
  
Three Months Ended March 31
 
Increase (Decrease)
(Dollars in thousands)
2017
2016
 
Amount
% change
Salaries and employee benefits
$
112,369

$
106,859

 
$
5,510

5.2
 %
Net occupancy
11,443

11,303

 
140

1.2

Equipment
4,609

4,634

 
(25
)
(.5
)
Supplies and communication
5,709

6,829

 
(1,120
)
(16.4
)
Data processing and software
23,097

22,899

 
198

.9

Marketing
3,224

3,813

 
(589
)
(15.4
)
Deposit insurance
3,471

3,165

 
306

9.7

Other
22,908

17,971

 
4,937

27.5

Total non-interest expense
$
186,830

$
177,473

 
$
9,357

5.3
 %

Non-interest expense for the first quarter of 2017 amounted to $186.8 million, an increase of $9.4 million, or 5.3%, compared with $177.5 million in the first quarter of last year. Salaries expense increased $4.5 million, or 5.1%, mainly due to higher full-time salaries and incentive compensation costs. Employee benefits expense also increased $1.0 million, or 5.4%, mainly due to higher payroll taxes and 401(k) plan expense, which are seasonally higher in the first quarter. Growth in salaries expense resulted partly from higher staffing costs, mainly in the areas of residential lending, commercial banking, commercial card, trust, information technology and other supporting units, partially offset by lower staffing in branches. Full-time equivalent employees totaled 4,807 at March 31, 2017 compared to 4,765 at March 31, 2016. Compared to the first quarter of last year, supplies and communication expense declined $1.1 million, or 16.4%. This decrease was mainly the result of higher chip card reissue costs last year that have now declined. Marketing costs were down $589 thousand, or 15.4%, this quarter due to lower overall spending, but are expected to increase in future quarters this year. Other non-interest expense increased $4.9 million, or 27.5%, compared to the same period in the previous year. This increase was mainly due to the donation of $2.3 million in appreciated securities to a related charitable foundation, as previously mentioned. In addition, higher costs were recorded in professional fees, loan collection fees, and bank card rewards and royalty fees expense. Excluding the donation expense, total non-interest expense grew 4.0% over the same period in 2016.


40




Provision and Allowance for Loan Losses
 
Three Months Ended
(In thousands)
Mar. 31, 2017
Dec. 31, 2016
Mar. 31, 2016
Provision for loan losses
$
11,128

$
10,400

$
9,439

Net loan charge-offs (recoveries):
 
 
 
Commercial:
 
 
 
  Business
97

268

463

  Real estate-construction and land
(535
)
(882
)
(11
)
  Real estate-business
(39
)
97

(242
)
 
(477
)
(517
)
210

Personal Banking:
 
 
 
  Real estate-personal
19

(38
)
(195
)
  Consumer
2,096

2,427

2,599

  Revolving home equity
7

243

88

  Consumer credit card
7,148

6,506

5,918

  Overdrafts
435

379

219

 
9,705

9,517

8,629

Total net loan charge-offs
$
9,228

$
9,000

$
8,839


 
Three Months Ended
 
Mar. 31, 2017
Dec. 31, 2016
Mar. 31, 2016
Annualized net loan charge-offs (recoveries)*:
 
 
 
Commercial:
 
 
 
  Business
.01
 %
.02
 %
.04
 %
  Real estate-construction and land
(.26
)
(.43
)
(.01
)
  Real estate-business
(.01
)
.02

(.04
)
 
(.02
)
(.03
)
.01

Personal Banking:
 
 
 
  Real estate-personal

(.01
)
(.04
)
  Consumer
.43

.49

.54

  Revolving home equity
.01

.23

.08

  Consumer credit card
3.88

3.42

3.16

  Overdrafts
42.15

27.41

18.46

 
.77

.74

.69

Total annualized net loan charge-offs
.28
 %
.27
 %
.28
 %
* as a percentage of average loans (excluding loans held for sale)

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 allowances for pools of loans. The Company's policies and processes for determining the allowance for loan losses are discussed in Note 1 to the consolidated financial statements and in the Allowance for Loan Losses discussion in Item 7 of the 2016 Annual Report on Form 10-K.

Net loan charge-offs in the first quarter of 2017 amounted to $9.2 million, compared with $9.0 million in the prior quarter and $8.8 million in the first quarter of last year. The increase in current quarter net charge-offs over the previous quarter was mainly due to increases in consumer credit card and construction real estate loan charge-offs of $642 thousand and $347 thousand, respectively. These increases in net loan charge-offs were partially offset by a decrease of $331 thousand in net charge-offs on consumer loans, as well as decreases in net charge-offs on revolving home equity loans, business loans, and business real estate loans of $236 thousand, $171 thousand, and $136 thousand, respectively.


41




For the three months ended March 31, 2017, annualized net loan charge-offs on average consumer credit card loans totaled 3.88%, compared with 3.42% in the previous quarter and 3.16% in the same period last year. Consumer loan annualized net charge-offs in the current quarter amounted to .43%, compared to .49% in the prior quarter and .54% in the same period last year.  Annualized net charge-offs on personal real estate loans also remained low this quarter.  In the first quarter of 2017, total annualized net loan charge-offs were .28%, compared to .27% in the previous quarter and .28% in the same period last year.

In the current quarter, the provision for loan losses totaled $11.1 million and exceeded net loan charge-offs by $1.9 million, growing the allowance for loan losses.  In the same period last year, the provision for loan losses totaled $9.4 million and exceeded net loan charge-offs by $600 thousand.  The provision for loan losses in the current quarter increased by $728 thousand compared to the previous quarter. 

At March 31, 2017, the allowance for loan losses amounted to $157.8 million and was 1.16% of total loans and more than ten times total non-accrual loans. At December 31, 2016, the allowance for loan losses amounted to $155.9 million and was 1.16% of total loans and over ten times total non-accrual loans.

Risk Elements of Loan Portfolio

The following table presents non-performing assets and loans which are past due 90 days and still accruing interest. Non-performing assets include non-accruing loans and foreclosed real estate. Loans are placed on non-accrual status when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment. 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 personal banking loans that are exempt under regulatory rules from being classified as non-accrual.
(Dollars in thousands)
March 31, 2017
December 31, 2016
Non-accrual loans
$
14,803

$
14,283

Foreclosed real estate
387

366

Total non-performing assets
$
15,190

$
14,649

Non-performing assets as a percentage of total loans
.11
%
.11
%
Non-performing assets as a percentage of total assets
.06
%
.06
%
Total loans past due 90 days and still accruing interest
$
14,908

$
16,396


Non-accrual loans, which are also classified as impaired, totaled $15.2 million at March 31, 2017, and increased $520 thousand over balances at December 31, 2016. The increase occurred mainly in consumer loans, which increased $1.2 million, partly offset by a decrease of $747 thousand in business loans. At March 31, 2017, non-accrual loans were comprised mainly of business (53.6%), personal real estate (22.8%), and business real estate (11.9%) loans. Foreclosed real estate totaled $387 thousand at March 31, 2017, a slight increase compared to the balance at December 31, 2016. Total loans past due 90 days or more and still accruing interest were $14.9 million as of March 31, 2017, a decrease of $1.5 million when compared to December 31, 2016. 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 in 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 $106.4 million at March 31, 2017 compared with $99.5 million at December 31, 2016, resulting in an increase of $6.9 million, or 6.9%.


(In thousands)
March 31, 2017
December 31, 2016
Potential problem loans:
 
 
  Business
$
46,222

$
43,438

  Real estate – construction and land
1,145

1,172

  Real estate – business
57,233

52,913

  Real estate – personal
1,756

1,955

Total potential problem loans
$
106,356

$
99,478



42




At March 31, 2017, the Company had $54.3 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 $30.5 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. Additional information about the major types of loans in these categories and their risk features are provided below. Information based on loan-to-value (LTV) ratios was generally calculated with valuations at loan origination date. The Company normally obtains an updated appraisal or valuation at the time a loan is renewed or modified, or if the loan becomes significantly delinquent or is in the process of being foreclosed upon.

Real Estate – Construction and Land Loans
The Company's portfolio of construction and land loans, as shown in the table below, amounted to 6.2% of total loans outstanding at March 31, 2017. The largest component of construction and land loans was commercial construction, which grew $75.9 million during the three months ended March 31, 2017. At March 31, 2017, multi-family residential construction loans totaled approximately $234.1 million, or 40%, of the commercial construction loan portfolio.
(Dollars in thousands)
March 31, 2017


% of Total
% of
Total
Loans
December 31, 2016
    

% of Total
% of
Total
Loans
Residential land and land development
$
73,776

8.7
%
.5
%
$
86,373

10.9
%
.6
%
Residential construction
136,461

16.1

1.0

132,334

16.8

1.0

Commercial land and land development
57,283

6.8

.4

69,057

8.7

.5

Commercial construction
579,384

68.4

4.3

503,472

63.6

3.8

Total real estate - construction and land loans
$
846,904

100.0
%
6.2
%
$
791,236

100.0
%
5.9
%

Real Estate – Business Loans
Total business real estate loans were $2.7 billion at March 31, 2017 and comprised 20.0% 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. At March 31, 2017, 37.6% of business real estate loans were for owner-occupied real estate properties, which present lower risk profiles.
(Dollars in thousands)
March 31, 2017


% of Total
% of
Total
Loans
December 31, 2016


% of Total
% of
Total
Loans
Owner-occupied
$
1,018,724

37.6
%
7.5
%
$
1,004,238

38.0
%
7.5
%
Office
356,934

13.2

2.6

319,638

12.1

2.4

Retail
340,031

12.5

2.5

344,221

13.0

2.5

Multi-family
263,148

9.7

1.9

255,369

9.7

1.9

Hotels
170,761

6.3

1.3

174,207

6.6

1.3

Farm
165,838

6.1

1.2

173,210

6.6

1.3

Industrial
129,033

4.8

1.0

122,940

4.6

.9

Other
266,126

9.8

2.0

249,551

9.4

1.9

Total real estate - business loans
$
2,710,595

100.0
%
20.0
%
$
2,643,374

100.0
%
19.7
%

Real Estate – Personal Loans
The Company's $2.0 billion personal real estate loan portfolio is composed mainly of residential first mortgage real estate loans. As shown on page 41, recent loss rates have remained low, and at March 31, 2017, loans past due over 30 days decreased $3.4 million and non-accrual loans decreased $35 thousand compared to December 31, 2016. Also, as shown in Note 2, only 4.0% of this portfolio has FICO scores of less than 660. Approximately $22.5 million, or 1.1%, of personal real estate loans were structured with interest only payments. These 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

43




amount. At March 31, 2017, loans with no mortgage insurance and an original LTV higher than 80% totaled $162.8 million compared to $158.8 million at December 31, 2016.

Revolving Home Equity Loans
The Company had $396.5 million in revolving home equity loans at March 31, 2017 that were generally collateralized by residential real estate. Most of these loans (93.3%) 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 of March 31, 2017, the outstanding principal of loans with an original LTV higher than 80% was $53.8 million, or 13.6% of the portfolio, compared to $55.1 million as of December 31, 2016. Total revolving home equity loan balances over 30 days past due or on non-accrual status were $1.7 million at March 31, 2017 compared to $2.2 million at December 31, 2016.  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 convert the outstanding balance to an amortizing loan.  If criteria are not met, amortization is required, or the borrower may pay off the loan. During the remainder of 2017 through 2019, approximately 20% of the Company's current outstanding balances are expected to mature. Of these balances, approximately 87% have a FICO score of 700 or higher. 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.

Other Consumer Loans
Within the consumer loan portfolio are several direct and indirect product lines, which include loans for the purchase of automobiles, marine and RVs. Outstanding balances for auto loans were $952.2 million and $972.5 million at March 31, 2017 and December 31, 2016, respectively. The balances over 30 days past due amounted to $11.5 million at March 31, 2017 compared to $13.8 million at the end of 2016, and comprised 1.2% and 1.4% of the outstanding balances of these loans at March 31, 2017 and December 31, 2016, respectively. For the three months ended March 31, 2017, $89.0 million of new auto loans were originated, compared to $431.0 million during the full year of 2016.  At March 31, 2017, the automobile loan portfolio had a weighted average FICO score of 743.
The Company's balance of marine and RV loans totaled $94.0 million at March 31, 2017, compared to $102.4 million at December 31, 2016, and the balances over 30 days past due amounted to $3.5 million at March 31, 2017 compared to $4.3 million at the end of 2016. The net charge-offs on marine and RV loans increased slightly from $140 thousand in the first three months of 2016 to $164 thousand in the first three months of the current year, yet still remained low.

Additionally, the Company offers low promotional rates on selected consumer credit card products. Out of a portfolio at March 31, 2017 of $736.8 million in consumer credit card loans outstanding, approximately $160.2 million, or 21.7%, carried a low promotional rate. Within the next six months, $50.9 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 $154.9 million at March 31, 2017, as shown in the table below. As of March 31, 2017, there were $7.9 million of energy loans, or 5.1%, of the energy portfolio, with a "substandard" rating or on non-accrual status, compared to $8.0 million, or 4.6% of the energy portfolio, at December 31, 2016. Of these amounts, non-accrual loans in the energy portfolio totaled $716 thousand at March 31, 2017, compared to $847 thousand at December 31, 2016. There were no energy loans 90 days past due and still accruing interest at both March 31, 2017 and December 31, 2016.
(In thousands)
March 31, 2017
December 31, 2016
 
Unfunded commitments at March 31, 2017
Extraction
$
96,610

$
103,011

 
$
27,311

Downstream distribution and refining

34,630

30,231

 
19,227

Mid-stream shipping and storage
8,046

22,985

 
62,250

Support activities
15,608

15,296

 
18,914

Total energy lending portfolio
$
154,894

$
171,523

 
$
127,702



44




Shared National Credits
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 $20 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. The balance of SNC loans totaled $876.8 million at March 31, 2017, compared to $836.1 million at December 31, 2016. Additional unfunded commitments at March 31, 2017 totaled $1.4 billion.

Income Taxes
Income tax expense was $24.9 million in the first quarter of 2017, compared to $32.3 million in the fourth quarter of 2016 and $29.4 million in the first quarter of 2016. The Company's effective tax rate, including the effect of non-controlling interest, was 25.8% in the first quarter of 2017, compared to 31.1% in the fourth quarter of 2016 and 31.0% in the first quarter of 2016. The decrease in the effective tax rate for the three months ended March 31, 2017 compared to the prior periods was primarily due to the adoption of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" on January 1, 2017. The ASU requires all excess tax benefits and tax deficiencies arising from share-based award payments to be recognized as income tax expense or benefit in the income statement, while in previous periods these benefits and deficiencies were recognized in equity. The amount of excess tax benefits (net of tax deficiencies) recognized as a reduction to income tax expense during the first quarter of 2017 was $4.5 million. As mentioned previously, tax benefits related to the donation of appreciated securities to a charitable foundation also lowered the effective tax rate in the current quarter.

45




Financial Condition

Balance Sheet

Total assets of the Company were $25.3 billion at March 31, 2017 and $25.6 billion at December 31, 2016. Earning assets (excluding the allowance for loan losses and fair value adjustments on investment securities) amounted to $24.2 billion at both March 31, 2017 and December 31, 2016, and consisted of 56% in loans and 40% in investment securities.

During the first quarter of 2017, total average loans increased $272.4 million, or 8.2% annualized, compared to the previous quarter, and increased $940.7 million, or 7.5%, over the same period last year. Compared to the previous quarter, the increase in average loans resulted mainly from growth of $175.3 million in business loans, $86.5 million in business real estate loans and $26.9 million in personal real estate loans. Growth in business loans was driven in part by seasonal demand for agribusiness loans along with higher demand for lease, tax-free, and other commercial and industrial loans. Strong demand continued for business real estate loans. While overall consumer loans declined slightly, demand continued for private banking loans. During the current quarter, the Company sold certain fixed rate personal real estate loans totaling $33.0 million, compared to $41.7 million in the prior quarter. Growth in the personal real estate loan portfolio was mainly the result of continued demand for 15 year fixed rate loans, which the Company did not sell into the secondary market.

During the first quarter of 2017, total average available for sale investment securities increased $58.0 million to $9.7 billion, at fair value. This small growth in investment securities was the result of higher average balances of U.S. government securities (most of which were purchased in the prior quarter) and mortgage-backed securities. Purchases of securities this quarter totaled $480.7 million and were offset by maturities and pay downs of $478.6 million. Current quarter purchases consisted mainly of mortgage-backed and asset-backed securities. At March 31, 2017, the duration of the investment portfolio was 2.9 years, and maturities and pay downs of approximately $2.1 billion are expected to occur during the next 12 months.

Total average deposits increased $373.1 million, or 7.2% annualized, this quarter compared to the previous quarter. The increase in average deposits resulted mainly from growth in certificates of deposit, (increase of $319.7 million), money market (increase of $97.7 million) and government and personal demand deposit (increase of $98.9 million) accounts. Business demand deposits declined on average by $136.1 million. Compared to the previous quarter, total average consumer, commercial and private banking deposits increased $131.6 million, $181.3 million, and $92.5 million, respectively. The average loans to deposits ratio was 64.4% in the current quarter and 64.2% in the prior quarter. Compared to the previous quarter, the Company’s average borrowings increased $72.0 million to $1.5 billion in the current quarter, mostly due to higher balances of customer repurchase agreements.

Liquidity and Capital Resources

Liquidity Management
The Company’s most liquid assets are comprised of available for sale investment securities, federal funds sold, securities purchased under agreements to resell (resale agreements), and balances at the Federal Reserve Bank, as follows:
(In thousands)
 
March 31, 2017
 
March 31, 2016
 
December 31, 2016
Liquid assets:
 
 
 
 
 
 
  Available for sale investment securities
 
$
9,671,975

 
$
9,552,179

 
$
9,649,203

  Federal funds sold
 
2,205

 
9,075

 
15,470

  Long-term securities purchased under agreements to resell
 
725,000

 
825,000

 
725,000

  Balances at the Federal Reserve Bank
 
120,234

 
171,651

 
272,275

  Total
 
$
10,519,414

 
$
10,557,905

 
$
10,661,948


Federal funds sold, which are funds lent to the Company's correspondent bank customers with overnight maturities, totaled $2.2 million as of March 31, 2017. Long-term resale agreements, maturing in 2017 through 2018, totaled $725.0 million at March 31, 2017. Under these agreements, the Company lends funds to upstream financial institutions and holds marketable securities, safe-kept by a third-party custodian, as collateral. This collateral totaled $760.1 million in fair value at March 31, 2017. Interest earning balances at the Federal Reserve Bank, which have overnight maturities and are used for general liquidity purposes, totaled $120.2 million at March 31, 2017. The fair value of the available for sale investment portfolio was $9.7 billion at March 31, 2017 and included an unrealized net gain in fair value of $79.7 million. The total net unrealized gain included net gains of $11.7 million on mortgage and asset-backed securities, $15.9 million on state and municipal obligations, and $48.2 million on common and preferred stock held by the Parent.

46





Approximately $2.1 billion of the available for sale investment portfolio is expected to mature or pay down during the next 12 months, and these funds offer substantial resources to meet 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, securities sold under agreements to repurchase, trust funds, letters of credit issued by the FHLB, and borrowing capacity at the Federal Reserve Bank. Total investment securities pledged for these purposes were as follows:
(In thousands)
March 31, 2017
March 31, 2016
December 31, 2016
Investment securities pledged for the purpose of securing:
    
 
 
  Federal Reserve Bank borrowings
$
108,240

$
150,544

$
115,858

  FHLB borrowings and letters of credit
16,743

28,822

17,781

  Securities sold under agreements to repurchase *
1,726,909

1,632,978

2,447,835

  Other deposits and swaps
1,956,791

2,124,074

1,773,017

  Total pledged securities
3,808,683

3,936,418

4,354,491

  Unpledged and available for pledging
4,071,649

3,800,391

3,516,648

  Ineligible for pledging
1,791,643

1,815,370

1,778,064

  Total available for sale securities, at fair value
$
9,671,975

$
9,552,179

$
9,649,203

* Includes securities pledged for collateral swaps, as discussed in Note 11 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 March 31, 2017, such deposits totaled $18.7 billion and represented 88.6% of total deposits. These core deposits are normally less volatile, as they are often with customer relationships tied to other products offered by the Company, promoting long lasting relationships and stable funding sources. Time open and certificates of deposit of $100,000 and over totaled $1.7 billion at March 31, 2017. These accounts are normally considered more volatile and higher costing and comprised 8.1% of total deposits at March 31, 2017.
(In thousands)
March 31, 2017
March 31, 2016
December 31, 2016
Core deposit base:
 
 
 
 Non-interest bearing
$
7,237,815

$
7,065,066

$
7,429,398

 Interest checking
1,146,600

1,064,499

1,275,899

 Savings and money market
10,292,478

10,140,858

10,154,890

 Total
$
18,676,893

$
18,270,423

$
18,860,187


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, securities sold under agreements to repurchase, and advances from the FHLB, as follows:
(In thousands)
March 31, 2017
March 31, 2016
December 31, 2016
Borrowings:
 
 
 
 Federal funds purchased
$
340,195

$
3,885

$
52,840

 Securities sold under agreements to repurchase
980,954

953,503

1,671,065

 FHLB advances
100,000

103,806

100,000

 Other debt
1,975


2,049

 Total
$
1,423,124

$
1,061,194

$
1,825,954


Federal funds purchased are unsecured overnight borrowings obtained mainly from upstream correspondent banks with which the Company maintains approved lines of credit. Securities sold under agreements to repurchase are secured by a portion of the Company's investment portfolio and are comprised of non-insured customer funds totaling $981.0 million, which generally mature overnight. The Company also borrows on a secured basis through advances from the FHLB, which totaled $100.0 million at March 31, 2017. These advances have fixed interest rates and mature in the fourth quarter of 2017.


47




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. Also, 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 to support 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 March 31, 2017.
 
March 31, 2017
(In thousands)

FHLB
Federal Reserve

Total
Collateral value pledged
$
2,746,829

$
1,303,398

$
4,050,227

Advances outstanding
(100,000
)

(100,000
)
Letters of credit issued
(514,415
)

(514,415
)
Available for future advances
$
2,132,414

$
1,303,398

$
3,435,812


In addition to those mentioned above, several other sources of liquidity are available. No commercial paper has been issued or outstanding during the past ten years. The Company has no subordinated debt or hybrid instruments which could affect future borrowing capacity. Because of its lack of significant long-term debt, the Company believes that it could generate additional liquidity through its Capital Markets Group from sources such as jumbo certificates of deposit or privately placed corporate debt. The Company receives strong outside rankings from both Standard & Poor's and Moody's on both the consolidated company level and it's subsidiary bank, Commerce Bank, which would support future financing efforts, should the need arise. These ratings are as follows:
 
Standard & Poor’s
Moody’s
Commerce Bancshares, Inc.


Issuer rating
A-

Rating outlook
Stable
Stable
Preferred stock
BBB-
Baa1
Commerce Bank


Issuer rating
A
A2
Rating outlook
Stable
Stable
Baseline credit assessment

a1
Short-term rating
A-1
P-1

The cash flows from the operating, investing and financing activities of the Company resulted in a net decrease in cash and cash equivalents of $243.8 million during the first three months of 2017, as reported in the consolidated statements of cash flows in this report. Operating activities, consisting mainly of net income adjusted for certain non-cash items, provided cash flow of $141.3 million and has historically been a stable source of funds. Investing activities, which occur mainly in the loan and investment securities portfolios, used cash of $173.4 million. These activities included $483.1 million in maturities and pay downs of investment securities, offset by purchases of $482.6 million, and a net increase in loans of $169.2 million. Financing activities used cash of $211.8 million, resulting from a net decrease in borrowings of federal funds purchased and securities sold under agreements to repurchase of $402.8 million. In addition, cash was used to fund dividends paid on common and preferred stock of $25.2 million, and $7.3 million was used to purchase treasury stock. These cash outlays were partially offset by a net increase of $223.5 million in deposits. Future short-term liquidity needs arising from daily operations are not expected to vary significantly, and the Company believes it will be able to meet these cash flow needs.


48




Capital Management

The Company met all capital adequacy requirements and had regulatory capital ratios in excess of the levels established for well-capitalized institutions at March 31, 2017 and December 31, 2016, as shown in the following table.

(Dollars in thousands)
March 31, 2017
December 31, 2016
Minimum Ratios under Capital Adequacy Guidelines *
Minimum Ratios
for
Well-Capitalized
Banks **
Risk-adjusted assets
$
18,782,365

$
18,994,730

 
 
Tier I common risk-based capital
2,250,693

2,207,370

 
 
Tier I risk-based capital
2,395,477

2,352,154

 
 
Total risk-based capital
2,576,122

2,529,675

 
 
Tier I common risk-based capital ratio
11.98
%
11.62
%
7.00
%
6.50
%
Tier I risk-based capital ratio
12.75
%
12.38
%
8.50
%
8.00
%
Total risk-based capital ratio
13.72
%
13.32
%
10.50
%
10.00
%
Tier I leverage ratio
9.56
%
9.55
%
4.00
%
5.00
%
* 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 normally purchases stock in the open market. The Company purchased 126,737 shares at an average price of $57.47 during the three months ended March 31, 2017, which was related to stock-based compensation transactions. At March 31, 2017, 3,631,938 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 and liquidity levels, and alternative investment options. The Company paid a $.225 per share cash dividend on its common stock in the first quarter of 2017, which was a 5% increase compared to its 2016 quarterly dividend.

Commitments, Off-Balance Sheet Arrangements and Contingencies

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, which at March 31, 2017 totaled $10.5 billion (including approximately $5.0 billion in unused approved credit card lines). In addition, the Company enters into standby and commercial letters of credit. These contracts totaled $387.8 million and $2.6 million, respectively, at March 31, 2017. As many commitments expire unused or only partially used, these totals do not necessarily reflect future cash requirements. The carrying value of the guarantee obligations associated with the standby letters of credit, which has been recorded as a liability on the consolidated balance sheet, amounted to $2.7 million at March 31, 2017.

The Company regularly purchases various state tax credits arising from third-party property redevelopment. These credits are either resold to third parties at a profit or retained for use by the Company. During the first three months of 2017, purchases and sales of tax credits amounted to $20.7 million and $21.1 million, respectively. Fees from sales of tax credits were $1.2 million for the three months ended March 31, 2017, compared to $1.5 million in the same period last year. At March 31, 2017, the Company expected to fund outstanding purchase commitments of $87.3 million during the remainder of 2017.


49




Segment Results

The table below is a summary of segment pre-tax income results for the first three months of 2017 and 2016.

(Dollars in thousands)
Consumer
Commercial
Wealth
Segment
Totals    
Other/ Elimination
Consolidated Totals
Three Months Ended March 31, 2017
    
    
    
    
    
    
Net interest income
$
67,354

$
79,787

$
11,838

$
158,979

$
19,294

$
178,273

Provision for loan losses
(9,662
)
513

(23
)
(9,172
)
(1,956
)
(11,128
)
Non-interest income
31,558

47,133

37,706

116,397

669

117,066

Investment securities losses, net




(772
)
(772
)
Non-interest expense
(71,523
)
(73,785
)
(30,349
)
(175,657
)
(11,173
)
(186,830
)
Income before income taxes
$
17,727

$
53,648

$
19,172

$
90,547

$
6,062

$
96,609

Three Months Ended March 31, 2016
    
    
    
    
    
    
Net interest income
$
66,564

$
76,017

$
10,875

$
153,456

$
10,319

$
163,775

Provision for loan losses
(8,725
)
19

(106
)
(8,812
)
(627
)
(9,439
)
Non-interest income
29,897

51,119

34,402

115,418

3,606

119,024

Investment securities losses, net




(995
)
(995
)
Non-interest expense
(69,004
)
(69,613
)
(28,588
)
(167,205
)
(10,268
)
(177,473
)
Income before income taxes
$
18,732

$
57,542

$
16,583

$
92,857

$
2,035

$
94,892

Increase (decrease) in income before income taxes:
 
 
 
 
 
 
   Amount
$
(1,005
)
$
(3,894
)
$
2,589

$
(2,310
)
$
4,027

$
1,717

   Percent
(5.4
)%
(6.8
)%
15.6
%
(2.5
)%
197.9
%
1.8
%

Consumer

For the three months ended March 31, 2017, income before income taxes for the Consumer segment decreased $1.0 million, or 5.4%, compared to the first three months of 2016. This decrease was mainly due to higher non-interest expense of $2.5 million, or 3.7%, and an increase in the provision for loan losses of $937 thousand, or 10.7%. These increases were partly offset by growth in non-interest income of $1.7 million, or 5.6%, and net interest income of $790 thousand, or 1.2%. Net interest income increased due to a $1.9 million increase in net allocated funding credits assigned to the Consumer segment's loan and deposit portfolios, partly offset by a decline of $1.2 million 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), mortgage banking revenue and bank card fees. Non-interest expense increased over the same period in the previous year due to higher allocated support costs, mainly administrative, online banking and information technology. In addition, bank card rewards and royalty fees expense increased over the previous year, while supplies and communication expense decreased due to higher chip card reissue costs last year that have now declined. The provision for loan losses totaled $9.7 million, a $937 thousand increase over the first three months of 2016, which was mainly due to higher credit card loan net charge-offs, partly offset by lower consumer loan net charge-offs.

Commercial

For the three months ended March 31, 2017, income before income taxes for the Commercial segment decreased $3.9 million, or 6.8%, compared to the same period in the previous year. This decrease was mainly due to lower non-interest income and higher non-interest expense and was partially offset by growth in net interest income and a decline in the provision for loan losses. Net interest income increased $3.8 million, or 5.0%, due to an increase in loan interest income, partly offset by a decline in net allocated funding credits and higher deposit interest expense. Non-interest income decreased $4.0 million, or 7.8%, from the previous year due to lower swap fees, bank card fees, and tax credit sales fees. These decreases were partly offset by growth in deposit account fees. Non-interest expense increased $4.2 million, or 6.0%, mainly due to increases in salaries and benefits expense and allocated service and support costs. The provision for loan losses declined $494 thousand from the same period last year, due to higher net recoveries on business and construction loans.


50




Wealth

Wealth segment pre-tax profitability for the three months ended March 31, 2017 increased $2.6 million, or 15.6%, over the same period in the previous year. Net interest income increased $963 thousand, or 8.9%, mainly due to an increase in loan interest income. Non-interest income increased $3.3 million, or 9.6%, over the prior year largely due to higher private client and institutional trust fees and cash sweep fees. Non-interest expense increased $1.8 million, or 6.2%, mainly due to higher salary and benefit costs, professional fees and allocated support costs. The provision for loan losses decreased $83 thousand, mainly due to lower revolving home equity loan net charge-offs.

The Other/Elimination category in the preceding table includes the activity of various support and overhead operating units of the Company, in addition to the investment securities portfolio and other items not allocated to the segments. In accordance with the Company’s transfer pricing procedures, the difference between the total provision and total net charge-offs/recoveries is not allocated to a business segment and is included in this category. The pre-tax profitability of this category was higher than in the same period last year by $4.0 million. This increase was mainly due to higher unallocated net interest income of $9.0 million, offset by lower non-interest income of $2.9 million and higher non-interest expense of $905 thousand. Unallocated securities losses were $772 thousand in the first three months of 2017 compared to losses of $995 thousand in 2016. Also, the unallocated loan loss provision increased $1.3 million, as the provision was $1.9 million in excess of charge-offs in the first three months of 2017 compared to $600 thousand in excess of charge-offs in the first three months of 2016.

Regulatory Changes Affecting the Banking Industry

In accordance with the Dodd-Frank Act, the Company began submitting its stress test results to the Federal Reserve in March 2014 and publicly disclosed the results of its stress testing for the first time in June 2015. In 2016, the Company submitted its stress test report to the Federal Reserve in July and publicly disclosed the results in October.

The Volcker Rule of the Dodd-Frank Act, effective on April 1, 2014, places trading restrictions on financial institutions and separates investment banking, private equity and proprietary trading (hedge fund) sections of financial institutions from their consumer lending arms. Key provisions restrict banks from simultaneously entering into advisory and creditor roles with their clients, such as with private equity firms. The Volcker Rule also restricts financial institutions from investing in and sponsoring certain types of investments, which must be divested by July 21, 2017. In 2016, the Company withdrew from a private equity fund investment to comply with the Volcker Rule requirement and holds no other significant investments requiring disposal.

Impact of Recently Issued Accounting Standards

Revenue from Contracts with Customers The FASB issued ASU 2014-09, "Revenue from Contracts with Customers", in May 2014. 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 identifies specific steps that entities should apply in order to achieve this principle. The FASB continues to issue additional ASU's clarifying the revenue recognition guidance for certain implementation issues. Under the ASU and related amendments, the guidance is effective for interim and annual periods beginning January 1, 2018 and must be applied retrospectively, whether through a full restatement of prior periods or a cumulative adjustment upon adoption of the ASU. The Company formed a working group to address the new requirements and develop a project plan for evaluating the impact of the ASU's adoption on the Company's consolidated financial statements, with a focus on the Company's accounting for brokerage commissions, trust fees, cash management fees, real-estate sales, and credit card revenue. During 2017, the Company will assess whether changes in its accounting for revenue recognition are needed and determine its planned adoption approach.

Derivatives In March 2016, the FASB issued ASU 2016-05, "Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships", which clarifies that a change in the counterparty to a derivative instruments that has been designated as the hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The amendments were effective January 1, 2017 and did not have a significant effect on the Company's consolidated financial statements.

The FASB issued ASU 2016-06, "Contingent Put and Call Options in Debt Instruments", in March 2016. The ASU clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. Under the new guidance, the embedded options should be assessed solely in accordance with a four-step decision sequence, with no additional assessment of whether the triggering event is indexed to interest

51




rates or credit risk. The amendments were effective January 1, 2017 and did not have a significant effect on the Company's consolidated financial statements.

Consolidation The FASB issued ASU 2016-17, "Interests Held through Related Parties That Are under Common Control", in October 2016. The ASU amends current guidance on how a reporting entity that is the single decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. Current GAAP requires a single decision maker to attribute indirect interests held by certain of its related parties entirely to itself, while the amendments require inclusion of those interests on a proportionate basis consistent with indirect interests held through other related parties. The amendments were effective January 1, 2017 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 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 are effective for reporting periods beginning January 1, 2018 and are not expected to have a significant effect 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.
 
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. Additionally, these amendments require presentation in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk for those liabilities measured at fair value. The amendments also require use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes. These amendments are effective for interim and annual periods beginning January 1, 2018. The Company has formed a working group to evaluate the impact of the ASU's adoption on the Company's consolidated financial statements, including potential changes to the Company's note disclosure of the fair value of its loan portfolio.

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 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 has formed a working group to assess the standard and is in the process of reviewing the capability of its systems and processes to support the data collection and retention required to implement the new standard.

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 asset and a liability to make lease payments for those leases classified as operating leases under previous GAAP. For leases with a term of 12 months or less, an election by class of underlying asset not to recognize lease assets and lease liabilities is permitted. The ASU also provides additional guidance as to the definition of a lease, identification of lease components, and sale and leaseback transactions. The amendments in the ASU are effective for interim and annual periods beginning January 1, 2019. The Company has formed a working group to evaluate the impact of the ASU's adoption on the Company's 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

52




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. The Company is in the process of evaluating the impact of the ASU's adoption on the Company's consolidated financial statements.

Investments The FASB issued ASU 2016-07, "Equity Method and Joint Ventures", in March 2016, which eliminates the requirement that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in ownership or influence. Instead, the cost of acquiring the additional interest should be added to the current basis of the previously held interest, and equity method accounting applied prospectively. The amendments were effective January 1, 2017 and did not have a significant effect on the Company's consolidated financial statements.

Stock Compensation The FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting", in March 2016, in order to reduce complexity in this area and improve the usefulness of information provided to users. Amendments which will affect public companies include the recognition of excess tax benefits and deficiencies in income tax expense or benefit in the income statement, guidance as to the classification of excess tax benefits on the statement of cash flows, an election to account for award forfeitures as they occur, and the ability to withhold taxes up to the maximum statutory rate in the applicable jurisdictions without triggering liability classification of the award. The amendments were effective January 1, 2017. As further discussed in Note 12 to the consolidated financial statements, the Company elected to account for forfeitures as they occur.

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 are effective January 1, 2018 and are not expected to have a significant effect on the Company's consolidated financial statements.

The FASB issued ASU 2016-18, "Restricted Cash", in November 2016. The ASU addresses the current diversity in the classification and presentation of changes in restricted cash on the statement of cash flows. 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 nature of restrictions on cash and cash equivalents. When presented in more than one line item within the statement of financial position, the entity shall disclose the amounts, disaggregated by line item, of cash, cash equivalents, restricted cash, and restricted cash equivalents reported within the statement of financial position. The amendments are effective January 1, 2018 and are not expected to 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 current 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 are effective January 1, 2018 and are not expected to have a significant effect on the Company's consolidated financial statements.

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.


53




AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS
Three Months Ended March 31, 2017 and 2016
 
First Quarter 2017
 
First Quarter 2016
(Dollars in thousands)
Average Balance
Interest Income/Expense
Avg. Rates Earned/Paid
 
Average Balance
Interest Income/Expense
Avg. Rates Earned/Paid
ASSETS:
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
Business(A)
$
4,906,672

$
36,586

3.02
%
 
$
4,491,556

$
32,093

2.87
%
Real estate — construction and land
828,017

7,870

3.85

 
682,557

5,961

3.51

Real estate — business
2,645,531

23,696

3.63

 
2,382,094

21,941

3.70

Real estate — personal
2,012,456

18,573

3.74

 
1,909,532

17,901

3.77

Consumer
1,974,894

18,931

3.89

 
1,934,577

18,592

3.87

Revolving home equity
405,432

3,642

3.64

 
429,682

3,761

3.52

Consumer credit card
747,783

21,503

11.66

 
752,098

21,355

11.42

Overdrafts
4,185



 
4,772



Total loans
13,524,970

130,801

3.92

 
12,586,868

121,604

3.89

Loans held for sale
11,972

196

6.64

 
9,360

135

5.80

Investment securities:
  
 
 
 
 
 
 
U.S. government and federal agency obligations
913,474

4,714

2.09

 
703,212

693

.40

Government-sponsored enterprise obligations
450,489

1,759

1.58

 
776,488

3,721

1.93

State and municipal obligations(A)
1,783,103

16,067

3.65

 
1,718,587

15,642

3.66

Mortgage-backed securities
3,760,294

22,098

2.38

 
3,424,716

20,836

2.45

Asset-backed securities
2,359,644

9,480

1.63

 
2,537,472

8,795

1.39

Other marketable securities(A)
332,643

2,310

2.82

 
342,382

2,376

2.79

Trading securities(A)
25,165

172

2.77

 
18,190

130

2.87

Non-marketable securities(A)
100,740

5,236

21.08

 
127,769

2,077

6.54

Total investment securities
9,725,552

61,836

2.58

 
9,648,816

54,270

2.26

Federal funds sold and short-term securities
 
 
 
 
 
 
 
purchased under agreements to resell
9,887

23

.94

 
17,378

24

.56

Long-term securities purchased
 
 
 
 
 
 
 
under agreements to resell
725,001

3,793

2.12

 
850,275

3,475

1.64

Interest earning deposits with banks
207,845

397

.77

 
219,636

270

.49

Total interest earning assets
24,205,227

197,046

3.30

 
23,332,333

179,778

3.10

Allowance for loan losses
(155,328
)
 
 
 
(151,308
)
 
 
Unrealized gain on investment securities
62,986

 
 
 
149,319

 
 
Cash and due from banks
376,465

 
 
 
420,801

 
 
Land, buildings and equipment, net
345,929

 
 
 
356,989

 
 
Other assets
417,008

 
 
 
395,126

 
 
Total assets
$
25,252,287

 
 
 
$
24,503,260

 
 
LIABILITIES AND EQUITY:
 
 
 
 
 
 
 
Interest bearing deposits:
 
 
 
 
 
 
 
Savings
$
795,695

246

.13

 
$
761,020

228

.12

Interest checking and money market
10,603,988

3,644

.14

 
10,128,543

3,256

.13

Time open & C.D.'s of less than $100,000
705,135

644

.37

 
775,221

742

.38

Time open & C.D.'s of $100,000 and over
1,671,125

2,763

.67

 
1,483,700

1,986

.54

Total interest bearing deposits
13,775,943

7,297

.21

 
13,148,484

6,212

.19

Borrowings:
 
 
 
 
 
 
 
Federal funds purchased and securities sold
 
 
 
 
 
 
 
under agreements to repurchase
1,356,316

1,539

.46

 
1,404,754

888

.25

Other borrowings
102,011

888

3.53

 
377,711

1,253

1.33

Total borrowings
1,458,327

2,427

.67

 
1,782,465

2,141

.48

Total interest bearing liabilities
15,234,270

9,724

.26
%
 
14,930,949

8,353

.23
%
Non-interest bearing deposits
7,246,698

 
 
 
6,905,673

 
 
Other liabilities
234,144

 
 
 
254,437

 
 
Equity
2,537,175

 
 
 
2,412,201

 
 
Total liabilities and equity
$
25,252,287

 
 
 
$
24,503,260

 
 
Net interest margin (T/E)
 
$
187,322

 
 
 
$
171,425

 
Net yield on interest earning assets
 
 
3.14
%
 
 
 
2.95
%
(A) Stated on a tax equivalent basis using a federal income tax rate of 35%.


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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk management focuses on maintaining consistent growth in net interest income within Board-approved policy limits. The Company primarily uses earnings simulation models to analyze net interest sensitivity to movement in interest rates. The Company performs monthly simulations which model interest rate movements and risk in accordance with changes to its balance sheet composition. For further discussion of the Company’s market risk, see the Interest Rate Sensitivity section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2016 Annual Report on Form 10-K.

The tables below compute the effects of gradual rising 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 both simulations, three rising rate scenarios were selected as shown in the tables, 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 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 short-term federal funds borrowings. 

The simulations reflect two 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 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
March 31, 2017
 
December 31, 2016
 (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

2.54
%
 
$
(379.4
)
 
$
15.2

2.18
%
 
$
(385.4
)
200 basis points rising
16.6

2.33

 
(266.7
)
 
14.9

2.13

 
(272.5
)
100 basis points rising
10.8

1.52

 
(140.0
)
 
10.3

1.48

 
(144.9
)

Simulation B
March 31, 2017
 
December 31, 2016
 (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
$
(3.3
)
(.45
)%
 
$
(1,269.4
)
 
$
(5.1
)
(.74
)%
 
$
(1,297.5
)
200 basis points rising
(1.3
)
(.19
)
 
(1,161.5
)
 
(2.0
)
(.29
)
 
(1,190.3
)
100 basis points rising
(3.6
)
(.51
)
 
(1,042.3
)
 
(2.9
)
(.42
)
 
(1,071.0
)

The difference in these two simulations is the degree in which deposits are modeled to decline as noted in the above table.  Both simulations assume that a decline in deposits would be offset by increased short-term borrowings, which are more rate sensitive and can result in higher interest costs in a rising rate environment.  Under Simulation A, a gradual increase in interest rates of 100 basis points is expected to increase net interest income from the base calculation by $10.8 million, while a gradual increase in rates of 200 basis points would increase net interest income by $16.6 million.  An increase in rates of 300 basis points would result in an increase in net interest income of $18.1 million. The change in net interest income from the base calculation at March 31, 2017 was higher than projections made at December 31, 2016 largely due to growth in loans and a Federal Reserve rate increase during the first quarter of 2017, partly offset by growth in certificates of deposit greater than $100,000.
Under Simulation B, the same assumptions utilized in Simulation A were applied. However, in Simulation B, deposit attrition was accelerated to consider the effects that large deposit outflows might have on net interest income and liquidity planning purposes.  The effect of higher deposit attrition was that greater reliance was placed on short-term borrowings at higher rates, which are more rate sensitive.  As shown in the table, under these assumptions, net interest income in Simulation B was significantly lower than in Simulation A, reflecting higher costs for short-term borrowings.

55




Projecting deposit activity in a historically low interest rate environment is difficult, and the Company cannot predict how deposits will react to rising rates.  The comparison provided above provides insight into potential effects of changes in rates and deposit levels on net interest income.
Item 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2017. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. There were no changes in the Company's internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


56




PART II: OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The information required by this item is set forth in Part I, Item 1 under Note 15, Legal and Regulatory Proceedings.


Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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 Securities Exchange Act of 1934, as amended.

 
 
 
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
January 1 — 31, 2017
43,489

 
$
56.52

43,489

3,715,186

February 1 — 28, 2017
43,585

 
$
56.76

43,585

3,671,601

March 1 — 31, 2017
39,663

 
$
59.30

39,663

3,631,938

Total
126,737

 
$
57.47

126,737

3,631,938


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, 3,631,938 shares remained available for purchase at March 31, 2017.


Item 6. EXHIBITS

See Index to Exhibits.




57




SIGNATURES

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


COMMERCE BANCSHARES, INC.
 
 
By 
/s/  THOMAS J. NOACK
 
Thomas J. Noack
 
Vice President & Secretary

Date: May 5, 2017
By 
/s/  JEFFERY D. ABERDEEN
 
Jeffery D. Aberdeen
 
Controller
 
(Chief Accounting Officer)

Date: May 5, 2017


58




INDEX TO EXHIBITS


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
 
 









59