Commerce Bancshares Inc
Annual Report 2018

Plain-text annual report

Innovating for the future. 2018 Annual Report & Form 10-K Financial Highlights Letter from the Executive Chairman Letter from the Chief Executive Officer Performance Highlights Commerce by the Numbers Consumer Banking Commercial Banking and Payments Wealth Management Customer Success Stories Commerce in the Community Community Advisors Officers and Directors 2 3 4 8 9 10 12 15 16 22 25 28 John Kemper, (left) Commerce president and chief operating officer, became the Bank’s chief executive officer in August 2018 when David Kemper (right) assumed the role of executive chairman. 1 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORT$ 634,320 28,727 422,444 6,320 650,792 263,730 254,730 84,961 $ 24,604,962 12,444,299 9,901,680 19,978,853 2,367,418 29,394 112,551 Financial Highlights (In thousands, except per share data) 2014 2015 2016 2017 2018 O P E R A T I N G R E S U L T S Net interest income Provision for loan losses Non-interest income Investment securities gains (losses), net Non-interest expense Net income attributable to Commerce Bancshares, Inc. Net income available to common shareholders Cash dividends on common stock $ 620,204 29,531 410,393 14,124 630,757 261,754 257,704 84,241 $ $ 680,049 36,318 446,556 (53) 686,229 275,391 266,391 87,070 733,679 $ 45,244 461,263 25,051 744,343 319,383 310,383 91,619 823,825 42,694 501,341 (488) 737,821 433,542 424,542 100,238 A T Y E A R E N D Total assets Loans, including held for sale Investment securities Deposits Equity Non-performing assets Common shares outstanding1 Tier I common risk-based capital ratio2 Tier I risk-based capital ratio Total risk-based capital ratio Tier I leverage ratio Tangible common equity to tangible assets ratio Efficiency ratio $ 23,994,280 11,469,238 9,645,792 19,475,778 2,334,246 46,251 117,087 NA 13.74% 14.86 9.36 8.55 61.00 11.52% 12.33% 13.28 9.23 8.48 61.42 $ 25,641,424 13,427,192 9,770,986 21,101,095 2,501,132 14,649 111,861 11.62% 12.38% 13.32 9.55 8.66 61.04 O T H E R F I N A N C I A L D A T A (based on average balances) Return on total assets Return on common equity Loans to deposits Equity to assets Net yield on interest earning assets (T/E) 1.15% 11.65 59.91 10.10 3.00 1.11% 11.43 61.44 10.00 2.93 P E R C O M M O N S H A R E D A T A Net income - basic1 Net income - diluted1 Market price1 Book value1 Cash dividends1 Cash dividend payout ratio 1 Restated for the 5% stock dividend distributed December 2018. 2 New ratio under Basel III capital guidelines effective January 1, 2015. $ $ 2.16 2.15 35.78 18.70 .705 32.69% $ 2.21 2.21 36.75 19.75 .740 33.35% 1.12% 11.33 63.71 10.16 3.04 2.38 2.37 52.44 21.07 .777 32.69% $ 24,833,415 14,005,072 8,893,307 20,425,446 2,718,184 12,664 111,946 $ 25,463,842 14,160,992 8,698,666 20,323,659 2,937,149 13,949 111,331 12.65% 13.41% 14.35 10.39 9.84 62.18 1.28% 12.46 66.18 10.53 3.19 14.22% 14.98% 15.82 11.52 10.45 55.58 1.76% 16.16 69.27 11.24 3.53 $ 2.77 2.76 53.18 22.99 .816 29.52% $ 3.79 3.78 57.37 25.13 .895 23.61% Return on Average Common Equity Return on Average Assets 2.0% 1.5% 1.0% 0.5% 0.0% 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Commerce Peers Large Banks Commerce Peers Large Banks Commerce 10-Year Average: 12.0% Peers’ 10-Year Average: 7.2% Commerce 10-Year Average: 1.2% Peers’ 10-Year Average: .8% 20.0% 15.0% 10.0% 5.0% 0.0% 2 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORT Letter to our shareholders David W. Kemper Executive Chairman C O M M E R C E B A N C S H A R E S , I N C . F E B R U A R Y 2 1 , 2 0 1 9 Commerce Bancshares had extraordinary earnings performance in 2018 with both earnings per share and net income increasing 37%. Several factors contributed to an ideal earnings environment for banks, including a strong domestic economy, the Federal Reserve raising short-term interest rates and a reduction in the corporate tax rate. Commerce benefited from these trends while executing on specific strategic objectives, and this resulted in our financial performance producing one of the highest equity returns of the 50 largest U.S. banks. Longer-term, competitive trends in the global financial services industry will continue to put pressure on traditional banks. More consolidations, distribution system rationalizations and increased digital applications for financial services products are expected. Commerce recognizes these challenges and has been working hard to position our Bank to focus on products and services that deliver true value to our customers, especially in business payments and wealth management. We feel our continued success rests largely on our ability to cultivate a culture that embraces change and exhibits the agility, communication skills and teamwork needed to bring value- added solutions to our customers. As part of a thoughtfully crafted succession plan for your Company, John Kemper, Commerce president and COO, became CEO in August 2018 when I assumed the role of executive chairman. I look forward to working closely with John and his seasoned and strong executive team as they continue to execute our plans for growing with and creating value for our customers. Consistent with our strong earnings, we increased our common dividend 16% in January 2019, our 51st consecutive year of dividend increases. Over the past fifteen years, annualized total return for shareholders has been 8.4% compared to the KBW Bank Index of 1.7%. We will continue to strive for superior returns for our shareholders. As always, I wish to thank our team members, customers and shareholders for their continued support and look forward to enhancing the long-term value of the Commerce franchise in 2019. Long-Term Shareholder Return Cumulative Total Return Indexed, 12/31/2003 = $100 $400 $350 $300 $250 $200 $150 $100 $50 Earnings per Share: year over year Over the Over the last 10 years last 15 years 8.4% Annualized Annualized Shareholder Shareholder Return Return 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 COMMERCE (CBSH) NASDAQ BANK KBW BANK S&P 3 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTInnovating for the future John W. Kemper President and Chief Executive Officer C O M M E R C E B A N C S H A R E S , I N C . F E B R U A R Y 2 1 , 2 0 1 9 Commerce continued to grow in 2018 by working alongside our customers and bringing the best of our Bank to them every day. In a world full of change, Commerce has accepted the challenge of innovating with and for our customers. This customer focus is core to who we are as an institution and will continue to guide us as we look to the future. Our 2018 financial results were exceptionally strong, driven in large part by an expanding net interest margin made possible by the rising short-term interest rate environment. In addition, we experienced strong deposit retention, which is a reflection of the central role Commerce plays in our customers’ cash management and payment activities. Fee revenues experienced healthy growth, driven most notably by our wealth management and commercial payments businesses. Our results also benefited from continued losses, disciplined expense control and lower corporate tax rates. loan low Net Income Available to Common Shareholders $425 $310 $266 s n o i l l i m n i $ $450 $400 $350 $300 $250 $200 2016 2017 2018 Despite a very strong economy, loan demand across most categories was weaker than expected in 2018. This was not only true for Commerce, but also 4 largely for the industry overall. During the year we saw continued hesitation among borrowers, which may be a healthy posture in light of high overall leverage levels and the overhang of significant geopolitical uncertainty. We remain committed to meeting the credit needs of our customers in a responsible and consistent way. Mindful that the economy is well into the later innings of a long expansion, we continue to adhere to our credit underwriting standards, despite some notable erosion in the lending marketplace. Return on Average Assets 2.0% 1.5% 1.76% 1.0% 1.12% 1.28% 0.5% 2016 2017 2018 Our strong financial performance, coupled with a number of growth initiatives, positions Commerce uniquely among our bank and non-bank competitors. Investments in new products and existing internal systems are designed to fuel future growth in our bank and customer base. Through continued investment in our team members, we have built a deep bench of talent across the Bank, particularly in specialty areas like healthcare, B2B payments, agribusiness and insurance claims processing. The industry knowledge and expertise of the people we are bringing on board in these areas are key differentiators for Commerce. These investments all strengthen our super- community bank model, which focuses on COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORT customer relationships and marrying high-touch service with highly competitive products for our commercial, retail and wealth banking customers. Strength of our Business Commerce’s core strengths lie in the super- community model that distinguishes us from other banks. We continue to build on our strong cultural foundation to emphasize teamwork, agility and a focus on the future. We are consistent and prudent in the extension of the Bank’s balance sheet through lending activities. Our strong balance sheet and earnings, in turn, enable us to invest in new products, services and markets. the of strength The Commerce franchise also depends on diversity in our loan classes and fee businesses. Our significant presence in payments and wealth management allows us to stand apart from our peer bank competitors and leverage our resources to offer differentiated new products. Innovation Because the rapid rate of change affects all aspects of our lives, it is vitally important that we make appropriate investments in our businesses to stay relevant, meet customer needs and stay competitive with both banks and non- banks. With strong capital, solid earnings and an experienced management team, we are fortunate to have the resources needed to make these investments. Several years ago, we kicked off a program to invest in an array of innovative products, services and systems. We are beginning to see some of these investments bear fruit. Innovating for our Customers In our Consumer Banking division, our initiatives are primarily aimed at improving the customer experience through the enhancement of our digital capabilities. Late in 2017, we significantly overhauled our online banking application, and in early 2018 we rolled out a new mobile banking app and platform that garnered 4.7 stars in the Apple® App Store. As a testament to our commitment to agile product development, we pushed 14 new online banking releases and 15 new mobile app releases to market in 2018, with updates introduced every few weeks. We also implemented new mobile locking and unlocking features for our consumer cards, a valuable security and began feature, issuing contactless “Tap & Go” payment cards. design the a introducing contemporary We opened newly branch during five remodeled locations year, new interior customer layout. The bankers in our branches are now cross-trained to handle all customer requests, not simply teller or new account tasks. Capitalizing on our strong digital capabilities, we now offer exploration centers and video advisors at many of our branches so visiting customers have more immediate access to experts with solutions to meet their needs. service-friendly and In our Commercial Banking division, we continue to grow CommerceHealthcare™, a strategy focused on delivering a strong portfolio of healthcare solutions through our specialty healthcare team. With products that address the challenges of rising healthcare costs and 5 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTchanging consumer demands, Commerce is uniquely positioned to play a strong role in the healthcare vertical. Our approach, supported by investment in new capabilities, dramatically increased the number of new-to-bank healthcare customers, while also deepening existing relationships. With over 500 hospitals utilizing our payments and financial services in 45 states, CommerceHealthcare™ is rapidly becoming a nationally recognized brand in the healthcare industry. The payment solutions we have tailored to address healthcare industry needs are a natural extension of our existing banking technologies. Key areas of investment include patient lending, receivables management and accounts payable automation programs that address healthcare provider needs for flexible patient payment options, while also reducing administratively burdensome payment and receipts processing. Over the past two years, we also teamed with insurance companies to form an advisory council focused on finding efficient claims payment solutions, and we have now begun to implement these solutions insurance for several providers. large Our Wealth Management division, which provides investment and financial planning services to a wide range of individuals and institutions, continues to attract new clients and has grown to oversee more than $50 billion in client assets. We attribute our growth largely to the individualized approach we take to help clients achieve their financial goals. From our unique tax-managed investment portfolio strategies and in-depth, goal-based planning processes, to the easy-to- access account information made available by our new digital tools and mobile app, we seek to provide meaningful solutions that meet our clients’ personal and financial needs. 6 Internal Innovation Not all innovation at Commerce is directly related to customer products. We have undertaken a significant number of internally focused projects with the goal of making our team members more efficient and effective. in internal investments Ongoing innovation include Insight360, a new customer relationship management (CRM) platform that launched in Commercial Banking in the fall of 2018. A similar upgrade in our Wealth Management’s CRM will launch in 2019. This enhancement, along with the roll-out of RM Point, which provides remote account access, allows our Commerce Trust Company advisors to have more productive and personalized interactions with clients. Work is well underway on a complete core deposit system upgrade, which will go live in 2020, as well as an end-to-end overhaul of our “life of loan” processes, beginning with term sheet issuance all the way to note payoff. These and other internal investments are geared to improving our organization’s overall effectiveness and agility, and they underpin our ability to succeed in the future. Focus on Culture – The Commerce EDGE The single biggest determinant of Commerce’s long-term success is the culture we create for our team members. Our culture reflects our cumulative traits and beliefs. It is what allows us to work collaboratively as a team and shapes our posture toward growth. Our culture is our identity and the bedrock foundation of our competitive advantage. Over 153 years in business, Commerce has developed a distinctive and deeply rooted cultural identity. To better understand and proactively introduced shape this cultural the Commerce EDGE program in 2013. This culture-shaping work grounded our leaders and team members in a new, shared language and introduced them to concepts designed to help identity, we COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTus achieve results and think differently. We believe culture cannot be delegated, that it has to be lived at every level of the Company. In 2018, our annual employee survey results reflect continued high engagement, with scores that exceed national averages for high-performing companies, as assessed by Korn Ferry Hay Group. Our culture reinforces the need to be agile and innovative to drive results and remain competitive in this rapidly changing world. We promote the use of agile product development methods to achieve faster development times and improved customer service levels. We encourage team members to be curious, think creatively and look for continuous improvement opportunities in everything we do. And as a super-community bank, the Commerce’s culture need to invest time and money in the communities we serve. reinforces Looking Ahead to 2019 Commerce’s 2018 financial performance was distinctively strong. Net income shareholders available totaled $425 million, up 37% over last to common 1.76% totaled year and a new Commerce record. Earnings per share were also up 37%. Return on average assets and common equity 16.2%, respectively, positioning Commerce’s financial performance as one of the best of the nation’s largest 50 banks. Revenue growth was robust, and credit quality remains excellent. and to attract As we look to the future, our Bank top-notch, continues experienced professionals who can offer superior service and advice to our customers. We continue to invest in technologies that enhance our customer experience, keep pace with the ever- changing banking environment and provide new sources of future revenue. The markets we serve continue to be healthy and economic activity remains strong, with low levels of unemployment and inflation. We have expanded our presence in Dallas, Houston, Denver and Nashville as these and others of our newer expansion markets continue to provide higher growth and significant new business opportunities. Key to this successful strategy has been our ability to hire experienced bankers in these markets, who embrace not only our Commerce culture, but also the competitive products and solutions we bring to our customers. Company- wide, we are committed to expanding our customer relationships, both with customers new to Commerce and by increasing the scope of services we offer to existing relationships. While we have much to celebrate in our 2018 performance, we recognize that we are operating in a changing environment. Our future success will depend on our ability to adapt. We remain vigilant in tracking emerging credit trends and continue to emphasize prudent credit underwriting standards, as has been our historical practice. In the pages that follow, we will highlight some of the ways we are “Innovating for the Future” to remain relevant to our customers. With our strong culture, experienced banking team and solid product set and resources, we look forward to a successful 2019. Growth in EPS and Stock Price e c i r P k c o t S $60.00 $50.00 $40.00 $30.00 $20.00 $10.00 $0.00 $4.00 $3.50 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 e r a h S r e p s g n n r a E i 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Stock Price Earnings per Share (EPS) 7 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORT Return on Average Common Equity 18.0% 14.0% 16.2% 10.0% 11.3% 12.5% 6.0% 2016 2017 2018 Cash Dividends per Common Share $1.10 $1.00 $0.90 $0.80 $0.70 $0.60 $0.50 $1.04 $0.90 $0.82 2017 2018 2019* *Based on 1st quarter 2019 declared dividend Total Loans $14.2 BILLION Total Deposits $20.3 BILLION Net Income Total Revenue Available to Common Shareholders $1,325 $425 $1,195 $310 $1,127 $266 2016 2016 2017 Includes Net Interest Income and Non-Interest Income 2018 2018 2017 s n o i l l i m n i $ $1,350 $450 $1,300 $400 $1,250 $350 $1,200 $1,150 $300 $1,100 $250 $1,050 $200 $1,000 8 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTPerformance Highlights• Net income available to common shareholders increased 37% to a record $425 million in 2018, while earnings per share totaled $3.78, compared to $2.76 per share last year.• The increase in net income was the result of 12% growth in net interest income, 9% growth in fee income, continued low credit losses and good expense management.• Growth in net interest income was aided by higher rates earned on loans and investments, while funding costs remained stable. The Federal Reserve raised interest rates four times in 2018, which allowed much of our commercial loan portfolio to re-price higher.• Total shareholders’ equity grew to $2.9 billion, while our Tier I common risk-based capital ratio increased to 14.2%, compared to 12.7% last year. In 2018, we purchased $75 million in treasury stock.• In 2018, Commerce paid a regular cash dividend of $.895 per share (restated) on common shares, representing a 10% increase over the prior year. In January 2019, we announced a 16% increase in our regular cash dividend, marking the 51st consecutive year in which regular cash dividends increased. Also in 2018, for the 25th year in a row, we paid a 5% stock dividend.• Year-to-date total average loans grew 2.3% in 2018, driven mostly by increases in commercial and industrial loans and construction loans, partly offset by lower automobile and home equity lending. Residential mortgages and consumer credit card balances both grew in 2018, and our health services finance loan product grew 51% on strong new business from our healthcare clients.• Loan growth in our expansion markets continued to outpace that in the Company overall, with loans increasing 15% and totaling $2.2 billion. We opened a new Houston office in 2018 and added new commercial bankers in many of our expansion markets.• Fee income increased 9% overall, on solid growth from bank card, trust and deposit fees, which grew 11%, 10% and 5%, respectively. The diversity in our fee products continues to add consistency to our earnings and supports overall growth in revenue.• Credit quality improved this year, and our loan portfolio quality remains excellent. Net loan charge-offs in 2018 totaled $42.3 million, compared to $41.7 million last year, while the ratio of net credit losses to loans totaled .30% versus .31% in 2017. Non- performing loans continue to remain at low levels. Commerce by the Numbers $25.5 Billion in Assets $6.3 Billion Market Capitalization $50.0 Billion in Trust Assets Under Administration 153 Years in Business 4,795 Full-Time Equivalent Employees 42 nd Largest U.S. Bank Based on Asset Size 20th Largest U.S. Bank Based on Market Capitalization 18th Largest Among U.S. Bank- Owned Trust Companies Based on Assets Under Management N I N E K E Y M A R K E T S 1. St. Louis 2. Kansas City 3. Springfield 4. Central Missouri 5. Central Illinois 6. Wichita 7. Tulsa 8. Oklahoma City 9. Denver C O M M E R C I A L O F F I C E S 1. Cincinnati 2. Nashville 3. Dallas 4. Des Moines 5. Indianapolis 6. Grand Rapids 7. Houston U. S . P R E S E N C E Branch Footprint Extended Commercial Market Area Commercial Payments Services 4 3 2 5 4 1 6 5 1 2 9 6 7 8 3 7 Information presented above as of December 31, 2018 Bank rankings exclude Asset Management and Specialty Finance banks. Source: S&P Global Market Intelligence 9 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORT Consumer Banking Commerce’s Consumer Banking unit serves more than one million households with 169 full-service branches and an additional 151 stand-alone ATM locations. Commerce is a leader amongst top U.S. banks in card products. We offer a full suite of consumer products, services and payment solutions, robust online banking features and a highly-rated mobile banking app. We aim to engage our retail customers proactively and consistently in their channel of choice with advice, guidance and solutions that meet their needs. They remain our primary focus. Solutions Distribution We take a holistic approach that aligns new product and service development with our growth strategy. New solutions launched in 2018 include the CommercePremier Program, an exclusive banking program that offers greater personal service, a dedicated local banker and support team, and other member benefits to select, high-value customers. We also introduced new card alerts and lock/unlock features for our debit and credit cards to provide greater customer security, as well as contactless “Tap & Go” cards that make card purchases faster and safer. Tools In 2018, we introduced additional tools to enhance customer service and convenience. Advanced ATMs allow customers to make custom withdrawals, multi-item deposits and loan payments via cash, check or account transfer. New branch cash dispensers allow bankers more time to assist customers, while enabling them to process transactions more quickly and safely. CARA, the new Customer-Advising-Referral-Assistant tool we use in customer interactions, makes it possible for branch bankers to tailor customer solutions while also improving the consistency of the branch experience. People A new mobile banking app launched in early 2018 offers more functionality, consistent upgrades and a greater response to user needs. We redesigned our Commerce website, bringing a new look and feel to Commerce online banking customers, while also offering many new features and greater customer access. The new universal operating model for our branch operations improves our bankers’ ability to consistently address all of a customer’s financial needs. Marketing We introduced a new digital media campaign that reflects our goal of approaching customers in ways that are simple, human, strategic and sincere. Our 2018 marketing efforts focused primarily on reaching new households across our markets, with target marketing activity to these consumers doubling over the past year. We also expanded our digital marketing efforts to enhance customer communication. A new employee onboarding program allows new retail employees to immerse themselves in the Commerce culture and values, making it possible for them to begin providing meaningful customer experiences as quickly as possible after joining the bank. Our training programs are designed to enhance banker skillsets, enabling them to provide more comprehensive customer experiences. $10.2 BILLION Consumer Deposits 10 $4.1 BILLION 1.1 MILLION 169 #14 #20 Consumer Loans* *Excludes Private Banking Loans Households Based on Assets Under Management Banking Centers Consumer Card** Debit Card** **Consistently ranked among the top issuers in Nilson Reports. #13 Prepaid Card** COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTAmong those leading the charge in transforming our branch and digital banking experience are (from left) Stacy Regnier, business transformation program manager, and Derrick Brooks, consumer business digital strategy manager. 11 11 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTCommercial Banking and Payments Commerce’s Commercial Banking and Payments teams serve more than 13,000 business clients. Our teams are comprised of experienced, highly skilled bankers and payments experts with considerable knowledge of the markets in which we operate and the industry verticals we serve. With a focus on developing innovative products, processes and solutions, we help customers manage and grow their businesses by applying the right combination of service, experience and knowledge. Financing Solutions Commerce has a variety of financing options for all sizes and types of businesses. With more than 150 years of lending experience, we expertly deliver solutions to meet our clients’ needs. • Working Capital Lines of Credit • Term Financing • Construction & Real Estate Loans • Equipment Financing • International Financing • Employee Stock & Ownership Financing • Tax-exempt Financing • Government Lending Programs • Interest Rate Swaps • Floor Plan Lending We’re More Than a Bank Claims Payments We listen to the voice of the customer to guide our product development and innovation. With the help of our insurance advisory council, Claims Payments was built for the industry with the input of insurance experts. We help insurance companies provide faster payments to their customers. Investments Our investment professionals offer fixed income products, services and advice to create tailored strategies for our customers. Receivables Payables Automation We offer innovative payments solutions to manage payables and receivables to improve cash flow. Our payments experts consult with clients to develop an overall payments strategy. Additionally, we offer a full-service international department, staffed with experts to assist with international trade, letters of credit and global payments. Industry Specialists We have specialists in a multitude of sectors. Through industry expertise, they bring unique ideas and tailored banking solutions. • Healthcare • Senior Living • Energy • Construction Services • Agribusiness & Food Processing • Not-for-Profit • Aviation • Beverage Distribution • Municipalities • Manufacturing • Education • Commercial Real Estate $8.0 BILLION $9.1 BILLION Commercial Deposits Commercial Loans $548 MILLION Total Commercial Revenue $8.8 BILLION AP Card Volume $5.9 BILLION Merchant Volume $38.5 MILLION Treasury Management Revenue 12 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTThe CommerceHealthcareTM team includes healthcare and banking professionals who use industry insights to deliver payment solutions that address patients’ financial concerns while improving providers’ cash flow. From left, Joel Reddington, commercial division sales manager; Amy Rinard, specialty healthcare sales manager; and Rick Heise, director of specialty healthcare services. CommerceHealthcare™ brings together a team of healthcare and banking professionals to serve as strategic advisors in addressing complex financial needs. Tailored, return on investment-based solutions enable healthcare providers to enhance the patient experience, improve cash flow, and leverage new opportunities in everyday processes. CommerceHealthcare™ delivers healthcare insight with financial foresight. Opportunities in our Expansion Markets We continue to invest in our Expansion Markets. In 2018, we established a commercial banking office in Houston. Our Expansion Market strategy is not just about loans, it’s about bringing the entire bank to our customers. ↑92% ↑64% Fee Income since 2015 Gross Loans since 2015 45 3+ THOUSAND $170 MILLION States Served Healthcare Clients Patient Loans 5 4 8 9 3 7 6 1 2 1. Cincinnati 6. Indianapolis 2. Nashville 7. Grand Rapids 3. Dallas 8. Tulsa 4. Des Moines 9. Oklahoma City 5. Denver 10. Houston 10 13 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTWith more than $50 billion in client assets, our Wealth Management division continues to attract new clients who value the financial strategies and solutions our team of specialists tailors to address their unique needs. From left, Kasey Wixson, private client advisor; and Tracey Lewis, Commerce Trust Company sales manager. 14 14 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTWealth Management Commerce provides wealth management, investment and financial planning services to individuals and institutions through Commerce Brokerage Services, Commerce Trust Company and Commerce Family Office. These brands deliver a range of services aligned to meet our clients’ financial needs, no matter the level of complexity. With more than $50 billion in total assets under our care, Commerce has one of the largest wealth management divisions of any bank in the United States. $650K Investable Assets $50M Investable Assets $1B Investable Assets COMMERCE FAMILY OFFICE Since 1906, Commerce Trust Company has been managing investments and earning the trust of clients through a growing suite of comprehensive wealth management solutions. While the investment management, financial planning, trust and private banking advice we provide is the foundation of our work, we know it takes more to help our clients feel secure about their families’ futures. To every client, we offer a tailored solution and a team of specialists who implement strategies and guidance that address their unique needs. Commerce Brokerage provides transactional and insurance services in addition to managed investment solutions through its Commerce Horizon® product for more than 25,000 accounts. Wealth Management Revenue $230 $220 $210 $200 $190 $180 $170 s n o i l l i m n i $ $189 $220 $205 2016 2017 2018 Commerce Trust maintains high retention rates reflecting the strong partnerships we form with our clients. Our relationships go beyond what is typically expected from an investment advisor. We believe this level of service and individualized attention is the only way to do business and the reason we are different from many competitors. 18th Largest Bank-Owned Trust Company Based on Assets Under Management $50.0 BILLION Total Client Assets in 2018 95% Client Satisfaction Based on 2018 Client Survey Results $447 MILLION Managed Brokerage Assets 15 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORT Claims payments, your way Shelter Insurance Columbia, Missouri After catastrophe strikes, the wait for an insurance check to arrive in the mail can seem interminable. Payments for some Shelter Insurance claimants, however, are now hitting their debit cards as soon as 30 minutes after approval, thanks to an innovative claims payment solution Commerce developed with the insurance company’s help. “We want to be able to pay claims in a timely manner and in ways our customers want to be paid,” says James Heavin, Shelter’s accounting systems and reporting manager. That’s harder than it sounds. Insurance claims often involve multiple parties – the insured, body shops, attorneys, lien holders and more. Shelter wanted a solution that could make payments to multiple parties on the same claim. “There are also security risks associated with collecting a claimant’s account information for a one-time electronic payment,” he explains. After exploring available alternatives and coming up empty- handed, Shelter considered developing a product in-house. It also opened a dialogue with its long-time bankers at Commerce. “Commerce had a partial solution, but not quite what we needed,” said James. The bank had something else, however, that appealed to Shelter: a desire to learn more. “Commerce expressed an interest in developing a claims payment solution that met our needs,” says Lisa Windett, home office claims manager. In December 2016, Shelter joined a handful of insurance companies on a Claims advisory council formed by Commerce to guide the new product’s development. A year later, it became the first insurer to use the product, which it branded as Customer Choice, with a small group of users. A full roll-out for single-party claims came six months later. Today, Customer Choice users are directed to a web portal, where they choose from check, ACH or direct-to-debit card payment options. No personal or account information they share for the one-time transaction is saved. With the direct-to-debit option, payment arrives about 30 minutes later. The response? “Our customers love it,” says Lisa. “Commerce has been really good to work with. They have been quick, responsive and open-minded. If adjustments we suggested weren’t working, they listened and developed a better way.” Plans are underway in 2019 to implement the multi-party payment system Shelter originally envisioned. Says Lisa, “Step by step, Commerce is helping us improve our customer experience.” An innovative claims management solution from Commerce makes it possible for Shelter Insurance claimants to receive payment as soon as 30 minutes after their claims are approved. From left, Shelter Insurance employees Lyn Scrivner, regional claims director; Shawn Knauts, vice president, Claims; Lisa Windett, home office claims manager; and James Heavin, accounting systems and reporting manager. 16 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTImproving cash flow and the patient experience Nebraska Medicine Omaha, Nebraska Not so long ago, Nebraska Medicine patients with high deductible health plans frequently left the hospital with a large medical bill and the stress of knowing they had no good way to pay it. Meanwhile, the health system, which includes the primary teaching hospital for the University of Nebraska Medical Center, saw its accounts receivable balance grow. “For years we made payment arrangements directly with patients,” says Sheila Augustine, Nebraska Medicine’s director of patient financial services. By Fall 2016, the health system was self-managing $10 million in debt through payment plans that gave patients up to three years to pay balances that often exceeded $10,000. “It took a major effort to administer the program, and three years was a long time to await final payment,” says Sheila. Today, Nebraska Health’s internal patient debt load has been reduced to just $2 million, thanks to a no-interest health services financing program made available to qualifying patients from Commerce Bank. Depending on their balance, patients still get up to three years to repay the no-interest loan. As for Nebraska Medicine? “We now receive funding from Commerce within 14 days of making the loan,” says Sheila. She considers Commerce’s Health Services Financing (HSF) product a win for all involved. “Our patients are very thankful,” says Sheila. “Commerce makes it easy for them to obtain the loan. We now have repeat patients who are familiar with the program and ask if they can have their balance sent to Commerce.” In addition to improving cash flow, the health system has slashed printing, mailing and labor costs associated with in-house program administration, Sheila says. She credits the HSF program’s lower-than-average default rate to Commerce’s strong credit culture. This wasn’t the first time Nebraska Medicine turned to Commerce to solve a difficult challenge. In 2004, Nebraska Medicine became the first health system in the country to implement the bank’s electronic accounts payable card program. Still, Sheila and her team performed their due diligence. “We did reference checks,” says Sheila. “The people we spoke to about Commerce’s HSF program had nothing but great things to say.” She now joins them in singing the bank’s praises. “They made is a great partner,” says “Commerce Sheila. implementation easy, even providing IT resources with setup. Everything about their approach is professional.” Nebraska Health’s internal debt load has dropped 80%, thanks to a no-interest health services financing program from Commerce Bank. From left, Nebraska Medicine employees Stephanie Martin, customer service manager, Patient Financial Services; Jana Danielson, executive director, Revenue Cycle Wendy Hanson, support manager, Patient Financial Services; and Sheila Augustine, director, Patient Financial Services. 17 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTDelivering solutions for growth Precision, Inc. Pella, Iowa The leaders of Precision, Inc. could write a textbook on how to diversify and grow a company. In recent years, the industrial conveyor component and food conveyor manufacturer increased sales by innovating a product that dramatically reduces conveyor belt noise. The company also designed a better way to convey fragile and seasoned food products without damaging them. Over the past four years, Precision has acquired two food conveying equipment companies in the U.S., and two industrial product companies in Canada and Chile. In 2018 alone, the company’s revenues grew more than 20 percent, and working capital needs rose nearly 40 percent. Amidst all these projects, Precision added one more significant undertaking to its already-full plate. It transferred its entire banking business – from its line of credit, lockbox and investments, to its card program, merchant services and international letters of credit – to Commerce Bank. “When you have an international presence and all the banking requirements we have, you cringe at the thought of changing banks,” says Roger Brown, Precision president and CEO. “But we felt like we had become a number with our old bank, even as we grew.” Precision’s perspective became a painful reality in 2016 when financing for an acquisition in Chile fell through in the late stages. Commerce, which had been courting Precision the previous 18 months, quickly stepped in to help. “We are a 100% employee-owned company,” notes Precision CFO Sam Iogha. “We make it our business to provide the best customer service in the industry, and we’ll go through hoops for our customers to do what they need and request. Commerce is very similar. They didn’t just make the Chile loan happen, but delivered every other service we needed, often improving on what we had before.” Within months of the transition, Commerce had automated Precision’s lockbox process, saving the company nearly 20 hours a week in manual processing time. By adding new card functionality, Commerce made it possible for Precision to expand its purchasing card use, according to Charlie Daugherty, Precision’s controller. Commerce also streamlined and added more fraud protection to the company’s payroll process, adds Senior Vice President Greg Stravers. “Commerce “Everyone who works here has a stake in our company’s success,” says Roger. ESOPs, and they are used to dealing with growing companies. It’s a good feeling to have a partner that gets it.” understands 18 Precision, Inc. moved its entire banking business to Commerce to get the services, financial resources and industry expertise needed to support the company’s growth. From left, Precision, Inc. employees Sam Iogha, chief financial officer; Charlie Daugherty, controller; Roger Brown, president and chief executive officer; and Greg Stravers, senior vice president. COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTCustomized health services financing connects with patients Hackensack University Medical Center Hackensack, New Jersey Eighteen months after Hackensack Meridian Health began offering patients a way to finance their hospital bills with no-interest loans from Commerce Bank, patient stress and bad debt at the hospital are both down. “As a non-profit, we serve many uninsured patients,” says Anne Goodwill Pritchett, senior vice president of revenue cycle operations at Hackensack Meridian Health, the parent organization of Hackensack University Medical Center. “As a large cancer center, we also have many repeat patients.” Both groups face larger-than- average out-of-pocket expenses. “We truly believe our patients want to pay their bills,” adds Anne. For years the hospital, which serves greater New York City, tried to accommodate them, offering those with limited financial means up to 12 months to pay. Patients who defaulted were referred to collection agencies, often leaving Hackensack University Medical Center with significant sums of uncollected debt. The hospital had searched without success for a better extended payment solution when Anne received a call from Commerce in 2016. “We liked what we heard,” says Anne. Commerce offered to customize its Health Services Financing (HSF) program to accommodate the hospital’s workflow and streamline the patient enrollment process. “We are very patient-focused,” says Anne. “How others interact with our patients is extremely important to us, and Commerce’s customer service is excellent. Down to the monthly statements, Commerce’s HSF loan program is designed from a patient’s point of view.” Several meetings later, Hackensack University Medical Center had a program in place that allows patients to take out interest-free Commerce HSF loans with up to five-year terms. “Once patients are enrolled, they often ask if they can add to their balances after another hospital stay,” says Anne. “The answer is yes.” Hackensack University Medical Center, meanwhile, receives the balance of each loan from Commerce up front, reducing its receivables and increasing its cash on hand. In the first 18 months after the May 2017 launch, more than $6 million in patient bills had been financed through the program, with bad debt dropping $3 million. “Commerce succeeded in creating a solution that is both patient- friendly and hospital-friendly,” says Anne. Patients who have frequent hospital stays are especially appreciative, she says. “Serious illness is hard enough. Patients and families are worried enough about treatment. The HSF loan takes away their financial concerns. It’s a relief for them to know they have a way to pay.” Anne Goodwill Pritchett, senior vice president of revenue cycle operations at Hackensack Meridian Health, had been searching for an extended payment solution when she received a call from Commerce Bank offering the patient- and hospital-friendly solution she was looking for. 19 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTFlexible solutions help a non-profit grow Parents as Teachers St. Louis, Missouri When Parents as Teachers was first piloted in the St. Louis area in 1981, it had a modest, but important goal: to help parents embrace their roles as their child’s first and best teacher. “From the beginning, we have focused on increasing young children’s readiness for school,” explains Constance Gully, the non-profit’s president and chief executive officer. “Thirty-five years of research suggests that the best way to do that is by meeting families where they are – in their homes – and helping them thrive there.” Developing an evidence-based model for successful early childhood parenting is one thing, however, being good financial stewards while growing into an international organization is another. Enter Commerce Bank, which has served as Parents as Teacher’s banking partner since 1997. “Commerce sees the big picture and understands the needs of a non-profit organization like ours,” says Constance. “They help us make the best use of our finances as we grow.” When Parents as Teachers installed a new learning management system in 2018 to share best practices with rural and frontier communities, the upfront costs were covered by tapping into a Commerce line of credit. The same thing happened a couple years earlier when Parents as Teachers implemented a new program data system. When staff travel to train and certify new parent educators, they use Commerce corporate cards to pay expenses. In 2018, when 40 members of a tribal organization arrived at a hotel without credit cards, Commerce made the accommodations needed so they could register. Commerce also processes credit card donations to the non- profit and provides an array of online banking services as well. The bank serves Parents as Teachers in many other ways, including supporting a new CFO transition and leading parent presentations on Building Financial Literacy. Today, the Parents as Teachers model, built on a framework of home visits, group connections, early childhood screenings and resource referrals, has been adopted by school districts, health centers and early childhood organizations in all 50 states, as well as 115 Native American tribal organizations, a U.S. territory and six foreign countries. Nearly 200,000 young families are touched each year through 1,200 family-serving or child- serving organizations and curriculum partners. “As we celebrate our 35th anniversary of helping children and families thrive, Commerce continues to be a great partner to work with,” says Constance. “They are a valuable resource for us.” With the support of Commerce Bank’s full range of banking services, Parents as Teachers has grown from a local early childhood parenting program to an international nonprofit serving nearly 200,000 young families a year. Pictured: Constance Gully, Parents as Teachers president and chief executive officer. 20 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTA better approach to funding senior living Avanti Senior Living Houston, Texas Most people don’t associate memory care and assisted living with boutique hotels. Avanti Senior Living is on a mission to change that. And Commerce is providing some of the financing needed to make it possible. “In my first 20 years working in senior housing, very little changed,” explains Lori Alford, Avanti’s chief operating officer. “Color schemes may have been updated, but building design and service delivery methods remained largely the same.” She and Tim Hekker, a 40-year senior housing industry veteran, founded Avanti in 2013 with a different idea in mind. “We looked at who we were selling to, serving and employing,” says Lori. The audiences they saw were primarily female. Avanti’s facility design and programming model reflects their findings. Well-lit art rooms, wine bars and wellness centers in Avanti senior communities mirror modern living. Scrubs have been replaced with spa uniforms. Residents are equipped with iPads and other technologies that track healthcare needs and dining experiences. Given that residents are usually in their lower 80s when they move to an Avanti community and stay about 12 months, on average, Avanti’s financing needs are different, too. “It helps to work with a bank that understands how to value and underwrite our business, and that will work with us,” she adds. That’s one reason Avanti has twice looked to Commerce for construction financing totaling $29 million. One loan was for a 90-unit assisted living and memory care community that opened in Covington, Louisiana in the summer of 2018. The other is for a similar 94-unit project currently under construction in Peoria, Arizona that, when completed, will bring the total number of Avanti communities to seven. “Most banks will explain what they do, and you must fit within that box,” explains Lori. “That’s not how Commerce operates. They are collaborative. They ask what we’re looking for and then figure out how to make it work. “ “One of the things we appreciate most about Commerce is the bank’s consistency,” she adds. “Nothing is complicated. They make everything easy for us. We feel like we’re all working toward the same goal.” With financing from Commerce Bank, Avanti Senior Living is expanding its network of contemporary assisted living and memory care communities. From left, Avanti employees Lori Alford, chief operating officer; and Tim Hekker, chief executive officer. 21 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTA better life for all. Challenge Accepted.® Nowhere are the words “Challenge Accepted.®” truer than in the communities we serve. Company-wide, our team members are actively involved as volunteers, board members and donors helping to move our communities forward. From financial literacy to youth empowerment, we are passionate about a wide range of causes, but we are dedicated to the same thing: improving quality of life for others throughout our markets. Commerce in the Community Team members throughout the organization dedicate their time to and raise funds for a variety of causes. Clockwise from top left: Commerce team members participate in St. Louis Pridefest. Clayton Mail Room team members shred paper to donate to the Animal Protective Association. Commerce team member volunteers for the Salvation Army in Tulsa, OK. Kansas City Operations team members volunteer at Harvesters, a regional food bank. Springfield team members volunteer at Nuevo Pacto’s celebration of Hispanic Heritage Month. Financial Literacy in programs Commerce participates throughout our communities that support financial literacy efforts and ensure all consumers have the knowledge and resources needed to make informed financial decisions. Through organizations like Junior Achievement and programs like Money Smart Week, Commerce is able to impart our expertise in this area and help our communities thrive. Right: Commerce team members volunteer for the Junior Achievement program at Flynn Park Elementary in the University City School District. 22 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTCommunity Reinvestment The Community Reinvestment Act (CRA) requires banks to help meet the credit needs of the communities in which they operate. To us, CRA is more than a regulation – it is a commitment. We lead programs to foster financial literacy in schools, sponsor housing grant proposals for nonprofits and invest funds and time to support organizations dedicated to fair housing. As a result, we have maintained an Outstanding Rating from the Federal Reserve Bank of Kansas City for more than 20 years. Left: In partnership with 20/20 Leadership, an organization helping urban core, lower-income teens prepare for college with career exploration and academic preparedness, Commerce hosts “Passport to Prosperity.” Commerce team members provide résumé reviews, conduct mock job interviews and give presentations to attendees on the many different jobs available in a financial institution. United Way Campaigns In our markets, we are actively involved with United Way campaigns. Team members launch donation campaigns and rally engagement with kick-off events, fundraisers and volunteer days. A number of creative leaders at Commerce also participate on United Way boards and committees. regularly Left: Commerce team members participate in the United Way of the Ozarks Day of Caring. Board Membership Leaders at Commerce Bank help nonprofits move their missions forward by serving as board members. Commerce representatives support a variety of causes, but their service is concentrated in the following areas: EDUCATION COMMUNITY DEVELOPMENT & HOUSING ECONOMIC DEVELOPMENT CHILD & FAMILY SUPPORT HEALTHCARE ENVIRONMENTAL SUSTAINABILITY ARTS & CULTURE Commerce team member Amy Pieper, center, presents an award on behalf of Support KC to Metropolitan Organization to Counter Sexual Assault (MOCSA). Pieper chaired the Excellence in Nonprofit Leadership event and serves on the board for Support KC, an organization committed to providing nonprofit organizations with business and development expertise, empowering them to focus on their missions. Commerce team member and Gateway Center for Giving board member Jenny Hoelzer, far right, hosts a “Lunch with Leaders” event, a unique professional development program aimed at fostering the next generation of philanthropic sector leaders. 23 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTJessica Mills, like all personal bankers in Commerce branches, is cross-trained to handle all customer requests, not simply teller or new account tasks. 2424 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTCommunity Advisors In each of our markets, our Community Advisors help us understand the unique needs and challenges of our customers and communities. They are business owners, educators, professionals and civic leaders who take on the challenges of their organizations and communities every day. We’re continually impressed by their hard work and grateful to them for sharing their valuable insights. It is because of our Community Advisors that we’re able to say “Challenge Accepted.®” in each of our markets. Missouri CAPE GIRARDEAU Tim Coad Coad Chevrolet and Coad Toyota Gregg E. Hollabaugh Commerce Bancshares, Inc. Mike Kasten Beef Alliance Adam Kidd Kidd’s Gas & Convenience Store Frank Kinder Red Letter Communications, Inc. Steve Sowers Commerce Bank Susan Layton Tomlin Layton & Southard, LLC Allen Toole Schaefer’s Electrical Enclosures Ben Traxel Dille & Traxel Timothy D. Woodard Commerce Bank CENTRAL MISSOURI Dan Atwill Boone County Commission Dr. Holly Bondurant Tiger Pediatrics Brent Bradshaw Orscheln Management Co. Philip Burger Burgers’ Smokehouse Brad Clay Commerce Bank Sarah Dubbert Commerce Bank Mark Fenner MFA Oil Joe Hartman Retired, Commerce Bank Gregg E. Hollabaugh Commerce Bancshares, Inc. Robert S. Holmes Commerce Bancshares, Inc. Commerce Bank Ron Hopkins Commerce Bank George M. Huffman Pearl Motor Company Lyle Johnson Commerce Bank Jack W. Knipp Knipp Enterprises Rick Kruse Retired, Boone National Savings & Loan Assoc. Dr. Mike Lutz Mike Lutz, DDS Dr. Clifford J. Miller Green Hills Veterinary Clinic Robby Miller Mexico Heating Company Todd Norton Commerce Bank Mike Petrie Commerce Bancshares, Inc. Robert K. Pugh Retired, MBS Textbook Exchange Jim Rolls Retired, Associated Electric Cooperative Steve Sowers Commerce Bank Mel Toellner Gold Crest Distributing & Songbird Station David Townsend Agents National Title Insurance Company Andy Waters AW Holdings, LLC Larry Webber Webber Pharmacy Robin Wenneker CPW Partnership Dave Whelan Commerce Bank Dr. John S. Williams Retired, Horton Animal Hospital HANNIBAL C. Todd Ahrens Hannibal Regional Healthcare System David M. Bleigh Bleigh Construction Company, Bleigh Ready Mix Company Jim Humphreys Luck, Humphreys and Associates, CPA, PC Darin D. Redd Commerce Bank Mike Scholes Reliable Termite & Pest Control, Inc. Steve Sowers Commerce Bank HARRISONVILLE Aaron Aurand Crouch, Spangler & Douglas Connie Aversman Commerce Bank Larry Dobson Real Estate Investments Mark Hense iFIL USA, LLC Scott Milner Max Ford Brent Probasco Cass Regional Medical Center, Inc. Aaron Rains Commerce Bank Laurence Smith ReeceNichols Smith Realty Dr. Larry Snider Retired, Insight Eyecare Specialties Timothy Soulis Gaslight Properties KANSAS CITY Kevin G. Barth Commerce Bancshares, Inc. Commerce Bank Clay C. Blair, III Clay Blair Services Corp. Timothy S. Dunn J.E. Dunn Construction Co., Inc. Jon Ellis Paradise Park, Inc. Stephen Gound Labconco Corp. Jonathan M. Kemper Commerce Bancshares, Inc. Commerce Bank David Kiersznowski DEMDACO Michael McCoy Intercontinental Engineering- Manufacturing Corporation Stephen G. Mos Central States Beverage Company Edward J. Reardon, II Commerce Bank Ora H. Reynolds Hunt Midwest Enterprises, Inc. Dr. Nelson R. Sabates Sabates Eye Centers Charles S. Sosland Sosland Publishing Company Thomas R. Willard Commerce Trust Company Tower Properties POPLAR BLUFF Edward L. Baker Edward L. Baker Enterprises John A. Clark Attorney at Law Larry Greenwall Greenwall Vending Co. Charles R. Hampton, Jr. Charles R. Hampton & Son Construction Co. Gregg E. Hollabaugh Commerce Bancshares, Inc. Steve Sowers Commerce Bank Gregory West Mills Iron & Supply Timothy Woodard Commerce Bank ST. JOSEPH Mark Barkman Commerce Trust Company Brett Carolus Hillyard, Inc. James H. Counts Morton, Reed, Counts & Briggs, LLC David Cripe Commerce Bank Pat Dillon Mosaic Life Care Corky Marquart Commerce Bank Todd Meierhoffer Meierhoffer Funeral Home & Crematory Dr. Scott Murphy Murphy-Watson-Burr Eye Center Mike Petrie Commerce Bancshares, Inc. Edward J. Reardon, II Commerce Bank Matt Robertson CliftonLarsonAllen LLP Amy Ryan Commerce Bank Judy Sabbert Retired, Heartland Foundation Bill Severn NPG, Inc. Heidi Walker CBIZ Insurance Services Julie Walker Commerce Trust Company ST. LOUIS METRO Blackford F. Brauer Hunter Engineering Co. Kyle Chapman BW Forsyth Partners Charles L. Drury, Jr. Drury Hotels Frederick D. Forshaw Forshaw of St. Louis James G. Forsyth, III Moto, Inc. David S. Grossman Grossman Iron & Steel 25 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTTom Harmon Commerce Bank Juanita Hinshaw H & H Advisors Robert S. Holmes Commerce Bancshares, Inc. Commerce Bank Donald A. Jubel Spartan Light Metal Products David W. Kemper Commerce Bancshares, Inc. John W. Kemper Commerce Bancshares, Inc. Commerce Bank Alois J. Koller, III Koller Enterprises, Inc. Kristopher G. Kosup Buckeye International, Inc. James B. Morgan Subsurface Constructors, Inc. Victor L. Richey, Jr. ESCO Technologies, Inc. Steven F. Schankman Contemporary Productions, LLC James E. Schiele St. Louis Screw & Bolt Co. Paul J. Shaughnessy BSI Constructors, Inc. Thomas H. Stillman Summit Distributing Christine Taylor Enterprise Holdings, Inc. Andrew Thome J.W. Terrill Gregory Twardowski Whelan Security Co. Kelvin R. Westbrook KRW Advisors, LLC ST. LOUIS METRO EAST Hamilton Callison Breakthru Beverage Harlan Ferry Retired, Commerce Bank Matthew Gomric Commerce Bank Jared Katt Chelar Tool & Die, Inc. Thomas Lippert Liese Lumber Company, Inc. Robert McClellan Retired, Hortica James Rauckman Rauckman High Voltage Sales, LLC Dr. James T. Rosborg McKendree University Jack Schmitt Jack Schmitt Family of Dealerships Kurt Schroeder Greensfelder, Hemker & Gale, PC Joe Wiley Quest Management Consultants Dr. Charles J. Willey Innovare Health Advocates ST. LOUIS BUSINESS BANKING Richard K. Brunk Attorney at Law James N. Foster McMahon Berger J.L. (Juggie) Hinduja Sinclair Industries, Inc. Greg Kendall Commerce Bank Myron J. Klevens Organizational Development Strategies Stuart Krawll Beam of St. Louis, Inc. Patrick N. Lawlor Lawlor Corporation Scott Lively CliftonLarsonAllen LLP Stephen Mattis Allied Industrial Equipment Corporation Lisa D. McLaughlin Reilly & McLaughlin McGraw Milhaven KTRS Sue Prapaisilp Global Foods Market Dennis Scharf Scharf Tax Services ST. CHARLES COUNTY NORTH Kevin Bray Commerce Bank Susan Kalist Commerce Bank Greg Kendall Commerce Bank Peter J. Mihelich, Jr. Goellner Promotions Duane A. Mueller Cissell Mueller Construction Company Howard A. Nimmons, cpa, cfp Nimmons Wealth Management Tarlton J. Pitman Pitman Funeral Home, Inc. Lisle J. Wescott SSM Health – St. Joseph Hospital William J. Zollmann, III Attorney at Law Don Zykan Zykan Properties SPRINGFIELD Brent Baldwin Commerce Bank Roger Campbell, Jr. Campbell Ford Brian Esther Commerce Bank James P. Ferguson Heart of America Beverage Co. Charles R. Greene Husch Blackwell, LLP Bunch Greenwade Rancher Robert A. Hammerschmidt, Jr. Commerce Bank Dr. Hal L. Higdon Ozarks Technical Community College Gregg E. Hollabaugh Commerce Bancshares, Inc. Robert S. Holmes Commerce Bancshares, Inc. Commerce Bank Craig Lehman Shelter Insurance Agency Michael Meek Investments Alvin D. Meeker Retired, Commerce Bank James F. Moore Retired, American Products Robert Moreland Commerce Bank David Murray R.B. Murray Company Douglas D. Neff Commerce Bank Keith Noble Commerce Bank Richard Ollis Ollis/Akers/Arney Insurance & Business Advisors Mike Petrie Commerce Bancshares, Inc. Doug Russell The Durham Company Rusty Shadel Shadel’s Colonial Chapel Dr. C. Pat Taylor Southwest Baptist University David Waugh Independent Stave Company MOKAN Donald Cupps Ellis Cupps & Cole Harvey R. Dean Pitsco, Inc. Joe Dellasega U.S. Awards Adam Endicott Unique Metal Fabrication, Inc. Jay Hatfield Jay Hatfield Chevrolet Phil Hutchens Hutchens Construction Jerrod Hogan Anderson Engineering Wesley C. Houser Retired, Commerce Bank David C. Humphreys TAMKO Building Products, Inc. Don Kirk H & K Camper Sales, Inc. Barbara J. Majzoub Yorktown Properties Douglas E. Neff Commerce Bank Eric Schnelle S & H Farm Supply, Inc. Steve W. Sloan Midwest Minerals, Inc. Brian Sutton Commerce Bank Clive Veri, Jr. Commerce Bank Jerry Watley Able 2 Products Company, Inc. Wendell L. Wilkinson Retired, Commerce Bank Kansas BUTLER COUNTY (EL DORADO) Vince Haines Gravity :: Works Architecture Ryan T. Murry ICI Marilyn B. Pauly Commerce Bank Jeremy Sundgren Sundgren Realty, Inc. Mark Utech Commerce Bank GARDEN CITY Monte Cook Commerce Bank Richard Harp Commerce Bank Gerald Miller Commerce Bank Mike Petrie Commerce Bancshares, Inc. Lee Reeve Reeve Cattle Company Patrick Rooney Rooney Farms Tamara Roth Brungardt Hower Ward Elliott & Pfeifer, LC Pat Sullivan Retired, Sullivan Analytical Service, Inc. HAYS D.G. Bickle, Jr. Warehouse, Inc. Monte Cook Commerce Bank Brian Dewitt Adams, Brown, Beran & Ball, CPAs Stuart Lowry Sunflower Electric Power Corporation Deron O’Connor Commerce Bank Marty Patterson Rome Corporation Mike Petrie Commerce Bancshares, Inc. Kevin Royer Midland Marketing Coop LAWRENCE Michele Hammann SS&C Solutions, Inc. Mark Heider Commerce Bank Russ Johnson Lawrence Memorial Hospital Eugene W. Meyer Retired, Lawrence Memorial Hospital 26 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORT Allison Vance Moore Colliers International Martin W. Moore Advanco, Inc. Kevin J. O’Malley O’Malley Beverage of Kansas, Inc. Edward J. Reardon, II Commerce Bank Dan C. Simons The World Company Michael Treanor TreanorHL LEAVENWORTH J. Sanford Bushman DeMaranville & Associate, CPAs, LLC Norman B. Dawson Retired, Commerce Bancshares, Inc. Sherry DeMaranville DeMaranville & Associate, CPAs, LLC Mark Denney J.F. Denney Plumbing & Heating Jeremy Greenamyre Greenamyre Rentals Chris Klimek Central Bag, Co. Lawrence W. O’Donnell, Jr. Lawrence W. O’Donnell, Jr., CPA Chartered Bill Petrie Commerce Bank Edward J. Reardon, II Commerce Bank Robert D. Schmitt, II Mama Mia’s, Inc. Kurt Seelbach Armed Forces Insurance Exchange MANHATTAN Mark Bachamp Olsson Associates Monte Cook Commerce Bank Shawn Drew Commerce Bank Tom Giller Manhattan Catholic Schools Neal Helmick Griffith Lumber Co. Dr. David Pauls Surgical Associates Mike Petrie Commerce Bancshares, Inc. WICHITA Michael E. Bukaty Retired, Latshaw Enterprises, Inc. Ray L. Connell Connell & Connell Monte A. Cook Commerce Bank Thomas E. Dondlinger Dondlinger Construction Craig Duerksen Commerce Bank Ronald W. Holt Retired, Sedgwick County Eric Ireland Commerce Bank Paul D. Jackson Vantage Point Properties, Inc. Brett Mattison Decker & Mattison Co., Inc. Derek L. Park Law Office of Derek Park, LLC Marilyn B. Pauly Commerce Bank Mike Petrie Commerce Bancshares, Inc. Barry L. Schwan House of Schwan, Inc. Thomas D. White White & Ellis Drilling, Inc. Illinois BLOOMINGTON-NORMAL Al Bowman Retired, Illinois State University Brent A. Eichelberger Commerce Bank Ron Greene Afni, Inc. Jared Hall Visionary Eye Partners Gregg E. Hollabaugh Commerce Bancshares, Inc. Robert S. Holmes Commerce Bancshares, Inc. Commerce Bank Colleen Kannaday Advocate BroMenn Medical Center Parker Kemp Kemp Farms, Inc. William Phillips Commerce Bank Aaron Quick Farnsworth Group, Inc. Jay Reece Mueller, Reece & Hinch, LLC Alan Sender Retired, Chestnut Health Systems CHAMPAIGN-URBANA Mark Arends Arends Hogan Walker, LLC Matt Deering Meyer Capel Brian Egeberg Commerce Bank Brent A. Eichelberger Commerce Bank Donna Greene University of Illinois Tim Harrington Devonshire Group Gregg E. Hollabaugh Commerce Bancshares, Inc. Kim Martin Martin, Hood, Friese & Associates, LLC Roger Rhodes Retired, Horizon Hobby, Inc. PEORIA Bruce L. Alkire Coldwell Banker Commercial Devonshire Realty David W. Altorfer United Facilities, Inc. Royal J. Coulter Coulter Companies, Inc. Peter T. Coyle Arthur J. Gallagher & Co. Dr. Michael A. Cruz OSF Healthcare Systems Brent A. Eichelberger Commerce Bank Gregg E. Hollabaugh Commerce Bancshares, Inc. Robert S. Holmes Commerce Bancshares, Inc. Commerce Bank Dr. James W. Maxey OSF Orthopedics Richard D. Moore Caterpillar, Inc. Jonathan Williams Commerce Bank Janet M. Wright Central Illinois Business Publishers, Inc. Oklahoma OKLAHOMA CITY Gary Bridwell Orange Power Group Steve Brown Red Rock Distributing Co. Jim Cleaver Midsouth Financial Company Clay Cockrill Manhattan Construction Company Sherry Dale The Mettise Group Mark Fischer Fischer Investments Zane Fleming Eagle Drilling Fluids Mike McDonald Triad Energy Vince Orza Retired Family Broadcasting Corporation Kathy Potts Rees Associates, Inc. Reeder Ratliff Mason Harrison Ratliff Enterprises Kelly Sachs Commerce Bank Joe Warren Cimarron Production TULSA Jack Allen HUB International Limited Stephanie Cameron AAON, Inc. R. Scott Case Case & Associates, Inc. Gary R. Christopher Christopher Energy Wade Edmundson Commerce Bank Dr. John R. Frame Breast Health Specialists of Oklahoma Gip Gibson Commerce Bank Kent J. Harrell Harrell Energy Ed Keller Titan Properties Teresa L. Knox Community HigherEd Ken Lackey The NORDAM Group, Inc. Dr. George Mauerman Eastern Oklahoma Orthopedic Center Tom E. Maxwell Retired Flintco, LLC Sanjay Meshri Advanced Research Chemicals, Inc. John Neas Neas Investments Shannon O’Doherty Commerce Bank John Peters Adwon Properties Tracy A. Poole McAfee Taft John D. Williams John Williams Company Daryl Woodard SageNet Colorado DENVER Robert L. Cohen The IMA Financial Group, Inc. Joseph Freund, Jr. Running Creek Ranch R. Allan Fries i2 Construction, LLP Darren Lemkau Commerce Bank James C. Lewien Retired, Commerce Bank Randall H. Lortscher, M.D. Rocky Mountain Gamma Knife Center, LLC Alek Orloff Alpine Waste & Recycling David Schunk Volunteers of America, Colorado Branch Olivia Thompson Retired, AlloSource Jason Zickerman The Alternative Board 27 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTOfficers Directors 28 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORTDavid W. KemperExecutive Chairman John W. Kemper President and Chief Executive OfficerCharles G. Kim Chief Financial Officer and Executive Vice PresidentKevin G. Barth Executive Vice PresidentDaniel D. Callahan Chief Credit Officer and Executive Vice PresidentSara E. Foster Executive Vice PresidentJohn K. Handy Executive Vice PresidentRobert S. HolmesExecutive Vice PresidentJeffrey M. Burik Senior Vice PresidentPatricia R. Kellerhals Senior Vice PresidentDouglas D. Neff Senior Vice PresidentPaula S. Petersen Senior Vice PresidentDavid L. RollerSenior Vice PresidentThomas J. Noack Senior Vice President, Secretary and General CounselB. Lynn Tankesley Chief Risk Officer and Senior Vice President Jeffery D. AberdeenControllerAaron C. Meinert AuditorTerry D. Bassham*Chief Executive Officer and President, Evergy, Inc.John R. Capps* Vice President, Weiss ToyotaKaren L. Daniel* Retired, Chief Financial Officer and Executive Director, Black & VeatchEarl H. Devanny, III Chief Executive Officer, Tract Manager W. Thomas Grant, II President, SelectQuote Senior Insurance ServicesDavid W. KemperExecutive Chairman Commerce Bancshares, Inc.John W. Kemper President and Chief Executive Officer, Commerce Bancshares, Inc.Jonathan M. Kemper Chairman Emeritus, Commerce Bank, Kansas City RegionBenjamin F. Rassieur, III*President, Paulo Products CompanyTodd R. Schnuck* Chairman of the Board and Chief Executive Officer, Schnuck Markets, Inc.Andrew C. Taylor Executive Chairman, Enterprise Holdings, Inc.Kimberly G. Walker*Retired, Chief Investment Officer Washington University in St. Louis*Audit and Risk Committee MembersUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 — Commission File No. 0-2989 COMMERCE BANCSHARES, INC. (Exact name of registrant as specified in its charter) Missouri (State of Incorporation) 1000 Walnut, Kansas City, MO (Address of principal executive offices) (816) 234-2000 (Registrant’s telephone number, including area code) 43-0889454 (IRS Employer Identification No.) 64106 (Zip Code) Securities registered pursuant to Section 12(b) of the Act: Title of class $5 Par Value Common Stock Depositary Shares, each representing a 1/1000th interest in a share of 6.0% Series B Non-Cumulative Perpetual Preferred Stock Name of exchange on which registered NASDAQ Global Select Market NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No 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 No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company (Do not check if a smaller reporting company) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of June 30, 2018, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $6,364,000,000. As of February 14, 2019, there were 110,901,627 shares of Registrant’s $5 Par Value Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for its 2019 annual meeting of shareholders, which will be filed within 120 days of December 31, 2018, are incorporated by reference into Part III of this Report. Commerce Bancshares, Inc. Form 10-K INDEX PART I Item 1. Business Item 1a. Risk Factors Item 1b. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7a. Quantitative and Qualitative Disclosures about Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9a. Controls and Procedures Item 9b. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-K Summary Signatures Page 3 8 12 13 13 13 15 16 16 59 59 125 125 127 127 127 127 127 127 128 129 130 2 Item 1. BUSINESS General PART I Commerce Bancshares, Inc., a bank holding company as defined in the Bank Holding Company Act of 1956, as amended, was incorporated under the laws of Missouri on August 4, 1966. Through a second tier wholly-owned bank holding company, it owns all the outstanding capital stock of Commerce Bank (the “Bank”), which is headquartered in Missouri. The Bank engages in general banking business, providing a broad range of retail, mortgage banking, corporate, investment, trust, and asset management products and services to individuals and businesses. Commerce Bancshares, Inc. also owns, directly or through the Bank, various non-banking subsidiaries. Their activities include private equity investment, securities brokerage, insurance agency, and leasing activities. A list of Commerce Bancshares, Inc.'s subsidiaries is included as Exhibit 21. Commerce Bancshares, Inc. and its subsidiaries (collectively, the "Company") is one of the nation’s top 50 bank holding companies, based on asset size. At December 31, 2018, the Company had consolidated assets of $25.5 billion, loans of $14.1 billion, deposits of $20.3 billion, and equity of $2.9 billion. The Company’s operations are consolidated for purposes of preparing the Company’s consolidated financial statements. The Company's principal markets, which are served by 169 branch facilities, are located throughout Missouri, Kansas, and central Illinois, as well as Tulsa and Oklahoma City, Oklahoma and Denver, Colorado. Its two largest markets are St. Louis and Kansas City, which serve as central hubs for the Company. The Company also has offices supporting its commercial customers in Dallas, Houston, Cincinnati, Nashville, Des Moines, Indianapolis, and Grand Rapids, and operates a payments business with sales representatives covering the continental United States of America (“U.S.”). The Company’s goal is to be the preferred provider of financial services in its communities, based on strong customer relationships built through providing top quality service with a strong risk management culture, and employing a strong balance sheet with industry-leading capital levels. The Company operates under a super-community banking format which incorporates large bank product offerings coupled with deep local market knowledge, augmented by experienced, centralized support in select, critical areas. The Company’s focus on local markets is supported by an experienced team of bankers assigned to each market coupled with industry specialists. The Company also uses regional advisory boards, comprised of local business persons, professionals and other community representatives, who assist the Company in responding to local banking needs. In addition to this local market, community-based focus, the Company offers sophisticated financial products usually only available at much larger financial institutions. The markets the Bank serves, being mainly located in the lower Midwest, provide natural sites for production and distribution facilities and serve as transportation hubs. The economy has been well-diversified in these markets with many major industries represented, including telecommunications, automobile, technology, financial services, aircraft and general manufacturing, health care, numerous service industries, and food and agricultural production. The real estate lending operations of the Bank are predominantly centered in its lower Midwestern markets. Historically, these markets have tended to be less volatile than in other parts of the country. Management believes the diversity and nature of the Bank’s markets has a mitigating effect on real estate loan losses in these markets. From time to time, the Company evaluates the potential acquisition of various financial institutions. In addition, the Company regularly considers the purchase and disposition of real estate assets and branch locations as situations dictate. The Company seeks merger or acquisition partners that are culturally similar, have experienced management and either possess significant market presence or have potential for improved profitability through financial management, economies of scale and expanded services. The Company has not completed any bank acquisitions since 2013. Employees The Company employed 4,570 persons on a full-time basis and 299 persons on a part-time basis at December 31, 2018. The Company provides a comprehensive array of flexible benefit programs to its employees with a focus on financial and physical wellness. The Company's financial benefits package includes a company-matching 401(k) savings plan, a 529 college savings plan, and educational and adoption assistance programs. The Company's physical wellness package includes health, dental, vision, life and various other insurances, as well as a wellness program that incentivizes employees to live a healthy and balanced lifestyle. The Company has developed several training and development programs designed to challenge and develop the management and leadership skills of employees, promote collaboration amongst various internal departments and geographic locations, and share best-practices to meet the needs of customers and communities. The Company has also developed numerous training courses targeted to develop interpersonal and technical skills, as well as, to provide training on new banking regulations. None of the Company's employees are represented by collective bargaining agreements. 3 Competition The Company operates in the highly competitive environment of financial services. The Company regularly faces competition from banks, savings and loan associations, credit unions, brokerage companies, mortgage companies, insurance companies, trust companies, credit card companies, private equity firms, leasing companies, securities brokers and dealers, financial technology companies, e-commerce companies, mutual fund companies, and other companies providing financial services. Some of these competitors are not subject to the same regulatory restrictions as domestic banks and bank holding companies. Some other competitors are significantly larger than the Company, and therefore have greater economies of scale, greater financial resources, higher lending limits, and may offer products and services that the Company does not provide. The Company competes by providing a broad offering of products and services to support the needs of customers, matched with a strong commitment to customer service. The Company also competes based on quality, innovation, convenience of locations, reputation, industry knowledge, and price. In its two largest markets, the Company has approximately 13% of the deposit market share in Kansas City and approximately 9% of the deposit market share in St. Louis. Operating Segments The Company is managed in three operating segments: Commercial, Consumer, and Wealth. The Commercial segment provides a full array of corporate lending, merchant and commercial bank card products, leasing, and international services, as well as business and government deposit, investment, and cash management services. The Consumer segment includes the retail branch network, consumer installment lending, personal mortgage banking, and consumer debit and credit bank card activities. The Wealth segment provides traditional trust and estate planning services, brokerage services, and advisory and discretionary investment portfolio management services to both personal and institutional corporate customers. In 2018, the Commercial, Consumer and Wealth segments contributed 57%, 21% and 22% of total segment pre-tax income, respectively. Additional information relating to operating segments can be found on pages 48 and 95. Government Policies The Company's operations are affected by federal and state legislative changes, by the United States government, and by policies of various regulatory authorities, including those of the numerous states in which they operate. These include, for example, the statutory minimum legal lending rates, domestic monetary policies of the Board of Governors of the Federal Reserve System, United States fiscal policy, international currency regulations and monetary policies, the U.S. Patriot Act, and capital adequacy and liquidity constraints imposed by federal and state bank regulatory agencies. Supervision and Regulation The following information summarizes existing laws and regulations that materially affect the Company's operations. It does not discuss all provisions of these laws and regulations, and it does not include all laws and regulations that affect the Company presently or may affect the Company in the future. General The Company, as a bank holding company, is primarily regulated by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (BHC Act). Under the BHC Act, the Federal Reserve Board’s prior approval is required in any case in which the Company proposes to acquire all or substantially all the assets of any bank, acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank, or merge or consolidate with any other bank holding company. With certain exceptions, the BHC Act also prohibits the Company from acquiring direct or indirect ownership or control of more than 5% of any class of voting shares of any non-banking company. Under the BHC Act, the Company may not engage in any business other than managing and controlling banks or furnishing certain specified services to subsidiaries, and may not acquire voting control of non-banking companies unless the Federal Reserve Board determines such businesses and services to be closely related to banking. When reviewing bank acquisition applications for approval, the Federal Reserve Board considers, among other things, the Bank’s record in meeting the credit needs of the communities it serves in accordance with the Community Reinvestment Act of 1977, as amended (CRA). Under the terms of the CRA, banks have a continuing obligation, consistent with safe and sound operation, to help meet the credit needs of their communities, including providing credit to individuals residing in low- and moderate-income areas. The Bank has a current CRA rating of “outstanding.” The Company is required to file various reports and additional information with the Federal Reserve Board. The Federal Reserve Board regularly performs examinations of the Company. The Bank is a state-chartered Federal Reserve member bank and is subject to regulation, supervision and examination by the Federal Reserve Bank of Kansas City and the Missouri Division of Finance. The Bank is also subject to regulation by the Federal Deposit Insurance Corporation (FDIC). In addition, there are numerous other federal and state laws and regulations which control the activities of the Company, including requirements and limitations relating to capital and reserve requirements, permissible investments and lines of business, transactions with affiliates, loan limits, mergers and acquisitions, issuance of securities, dividend payments, and extensions of credit. The Bank is subject to 4 federal and state consumer protection laws, including laws designed to protect customers and promote fair lending. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, and their respective state law counterparts. If the Company fails to comply with these or other applicable laws and regulations, it may be subject to civil monetary penalties, imposition of cease and desist orders or other written directives, removal of management and, in certain circumstances, criminal penalties. This regulatory framework is intended primarily for the protection of depositors and the preservation of the federal deposit insurance funds. Statutory and regulatory controls increase a bank holding company’s cost of doing business and limit the options of its management to employ assets and maximize income. In addition to its regulatory powers, the Federal Reserve Bank affects the conditions under which the Company operates by its influence over the national supply of bank credit. The Federal Reserve Board employs open market operations in U.S. government securities and oversees changes in the discount rate on bank borrowings, changes in the federal funds rate on overnight inter-bank borrowings, and changes in reserve requirements on bank deposits in implementing its monetary policy objectives. These methods are used in varying combinations to influence the overall level of the interest rates charged on loans and paid for deposits, the price of the dollar in foreign exchange markets, and the level of inflation. The monetary policies of the Federal Reserve have a significant effect on the operating results of financial institutions, most notably on the interest rate environment. In view of changing conditions in the national economy and in the money markets, as well as the effect of credit policies of monetary and fiscal authorities, the Company makes no prediction as to possible future changes in interest rates, deposit levels or loan demand, or their effect on the financial statements of the Company. The financial industry operates under laws and regulations that are under regular review by various agencies and legislatures and are subject to change. The Company currently operates as a bank holding company, as defined by the Gramm-Leach-Bliley Financial Modernization Act of 1999 (GLB Act), and the Bank qualifies as a financial subsidiary under the GLB Act, which allows it to engage in investment banking, insurance agency, brokerage, and underwriting activities that were not available to banks prior to the GLB Act. The GLB Act also included privacy provisions that limit banks’ abilities to disclose non-public information about customers to non-affiliated entities. The Company must also comply with the requirements of the Bank Secrecy Act (BSA). The BSA is designed to help fight drug trafficking, money laundering, and other crimes. Compliance is monitored by the Federal Reserve. The BSA was enacted to prevent banks and other financial service providers from being used as intermediaries for, or to hide the transfer or deposit of money derived from, criminal activity. Since its passage, the BSA has been amended several times. These amendments include the Money Laundering Control Act of 1986 which made money laundering a criminal act, as well as the Money Laundering Suppression Act of 1994 which required regulators to develop enhanced examination procedures and increased examiner training to improve the identification of money laundering schemes in financial institutions. The USA PATRIOT Act, established in 2001, substantially broadened the scope of U.S. anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the U.S. The regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent, and report money laundering and terrorist financing. The regulations include significant penalties for non-compliance. The Company is subject to regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2011 (Dodd- Frank Act). Among its many provisions, the Dodd-Frank Act required stress-testing for certain financial services companies and established a new council of “systemic risk” regulators. The Dodd Frank Act also established the Consumer Financial Protection Bureau (CFPB) which is authorized to supervise certain financial services companies and has responsibility to implement, examine for compliance with, and enforce “Federal consumer financial law.” The Company is subject to examinations by the CFPB. The Dodd-Frank Act, through Title VI, commonly known as the Volcker Rule, placed trading restrictions on financial institutions and separated investment banking, private equity and proprietary trading (hedge fund) sections of financial institutions from their consumer lending arms. The Volcker Rule also restricts financial institutions from investing in and sponsoring certain types of investments. In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act was signed into law which provides a number of limited amendments to the Dodd-Frank Act. Notable provisions of the legislation include: an increase in the asset threshold from $50 billion to $250 billion, above which the Federal Reserve is required to apply enhanced prudential standards; an exemption from the Volker Rule for insured depository institutions with less than $10 billion in consolidated assets; modifications to the Liquidity Coverage and Supplementary Leverage ratios; and the elimination of Dodd-Frank company-run stress tests for banks and bank holding companies with less than $250 billion in assets. While most of these provisions affect institutions larger than the Company, the Company is no longer required to prepare stress testing as specified by the Dodd-Frank Act. 5 Subsidiary Bank Under Federal Reserve policy, the bank holding company, Commerce Bancshares, Inc. (the "Parent"), is expected to act as a source of financial strength to its bank subsidiary and to commit resources to support it in circumstances when it might not otherwise do so. In addition, loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary banks. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment. Deposit Insurance Substantially all of the deposits held by the Bank are insured up to applicable limits (generally $250,000 per depositor for each account ownership category) by the Deposit Insurance Fund (DIF) of the FDIC and are subject to deposit insurance assessments to maintain the DIF. In 2011, the FDIC released a final rule to implement provisions of the Dodd-Frank Act that affect deposit insurance assessments. Among other things, the Dodd-Frank Act raised the minimum designated reserve ratio from 1.15% to 1.35% of estimated insured deposits, removed the upper limit of the designated reserve ratio, required that the designated reserve ratio reach 1.35% by September 30, 2020, and required that the FDIC offset the effect of increasing the minimum designated reserve ratio on depository institutions with total assets of less than $10 billion. The Dodd-Frank Act provided the FDIC flexibility in the implementation of the increase in the designated reserve ratio, but it will ultimately result in increased deposit insurance costs to the Company. The Dodd-Frank Act also required that the FDIC redefine the assessment base to average consolidated assets minus average tangible equity. On June 30, 2016, the DIF rose above the 1.15%, resulting in a reduction of the initial assessment rate for all banks and implementing a 4.5 basis point surcharge on insured depository institutions with total consolidated assets of $10 billion or more. Effective October 1, 2018, this surcharge was eliminated as the DIF reached its required level of 1.35% of estimated insured deposits. This had the effect of reducing the Company’s insurance costs by $1.5 million in the fourth quarter of 2018. Payment of Dividends The Federal Reserve Board may prohibit the payment of cash dividends to shareholders by bank holding companies if their actions constitute unsafe or unsound practices. The principal source of the Parent's cash revenues is cash dividends paid by the Bank. The amount of dividends paid by the Bank in any calendar year is limited to the net profit of the current year combined with the retained net profits of the preceding two years, and permission must be obtained from the Federal Reserve Board for dividends exceeding these amounts. The payment of dividends by the Bank may also be affected by factors such as the maintenance of adequate capital. Capital Adequacy The Company is required to comply with the capital adequacy standards established by the Federal Reserve, which are based on the risk levels of assets and off-balance sheet financial instruments. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to judgments by regulators regarding qualitative components, risk weightings, and other factors. A new comprehensive capital framework was established by the Basel Committee on Banking Supervision, which was effective for large and internationally active U.S. banks and bank holding companies on January 1, 2015. A key goal of the new framework, known as "Basel III," was to strengthen the capital resources of banking organizations during normal and challenging business environments. Basel III increased minimum requirements for both the quantity and quality of capital held by banking organizations. The rule includes a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The capital conservation buffer, which is being phased in during 2016-2019, is intended to absorb losses during periods of economic stress. Failure to maintain the buffer will result in constraints on dividends, equity repurchases and executive compensation. The rule also adjusted the methodology for calculating risk-weighted assets to enhance risk sensitivity. At December 31, 2018, the Company met all capital adequacy requirements under Basel III on a fully phased-in basis as if such requirements had been in effect. The Federal Deposit Insurance Corporation Improvement Act (FDICIA) requires each federal banking agency to take prompt corrective action to resolve the problems of insured depository institutions, including but not limited to those that fall below one or more prescribed minimum capital ratios. Pursuant to FDICIA, the FDIC promulgated regulations defining the following five categories in which an insured depository institution will be placed, based on the level of its capital ratios: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Under the prompt corrective action provisions of FDICIA, an insured depository institution generally will be classified as well-capitalized (under 6 the Basel III rules mentioned above) if it has a Tier 1 capital ratio of at least 8%, a common equity Tier 1 capital ratio of at least 6.5%, a total capital ratio of at least 10%, and a Tier 1 leverage ratio of at least 5%. An institution that, based upon its capital levels, is classified as “well-capitalized,” “adequately capitalized,” or “undercapitalized,” may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice warrants such treatment. At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends, and restrictions on the acceptance of brokered deposits. Furthermore, if a bank is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the federal bank regulator, and the holding company must guarantee the performance of that plan. The Bank has consistently maintained regulatory capital ratios at or above the “well-capitalized” standards. Stress Testing As required by the Dodd-Frank Act, the Company performed stress tests as specified by the Federal Reserve requirement and published results beginning in 2014 through 2017. On May 24, 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act was enacted, which eliminated the required stress testing under the Dodd-Frank Act for banks with consolidated assets of less than $100 billion. The Company continues to perform periodic stress-testing based on its own internal criteria. Executive and Incentive Compensation Guidelines adopted by federal banking agencies prohibit excessive compensation as an unsafe and unsound practice, and describe compensation as "excessive" when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder. The Federal Reserve Board has issued comprehensive guidance on incentive compensation intended to ensure that the incentive compensation policies do not undermine safety and soundness by encouraging excessive risk taking. This guidance covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, based on key principles that (i) incentives do not encourage risk-taking beyond the organization's ability to identify and manage risk, (ii) compensation arrangements are compatible with effective internal controls and risk management, and (iii) compensation arrangements are supported by strong corporate governance, including active and effective board oversight. Deficiencies in compensation practices may affect supervisory ratings and enforcement actions may be taken if incentive compensation arrangements pose a risk to safety and soundness. Transactions with Affiliates The Federal Reserve Board regulates transactions between the Bank and its subsidiaries. Generally, the Federal Reserve Act and Regulation W, as amended by the Dodd-Frank Act, limit the Company’s banking subsidiary and its subsidiaries to lending and other “covered transactions” with affiliates. The aggregate amount of covered transactions a banking subsidiary or its subsidiaries may enter into with an affiliate may not exceed 10% of the capital stock and surplus of the banking subsidiary. The aggregate amount of covered transactions with all affiliates may not exceed 20% of the capital stock and surplus of the banking subsidiary. Covered transactions with affiliates are also subject to collateralization requirements and must be conducted on arm’s length terms. Covered transactions include (a) a loan or extension of credit by the banking subsidiary, including derivative contracts, (b) a purchase of securities issued to a banking subsidiary, (c) a purchase of assets by the banking subsidiary unless otherwise exempted by the Federal Reserve, (d) acceptance of securities issued by an affiliate to the banking subsidiary as collateral for a loan, and (e) the issuance of a guarantee, acceptance or letter of credit by the banking subsidiary on behalf of an affiliate. Certain transactions with the Company's directors, officers or controlling persons are also subject to conflicts of interest regulations. Among other things, these regulations require that loans to such persons and their related interests be made on terms substantially the same as for loans to unaffiliated individuals, and must not create an abnormal risk of repayment or other unfavorable features for the financial institution. See Note 2 to the consolidated financial statements for additional information on loans to related parties. Available Information The Company’s principal offices are located at 1000 Walnut Street, Kansas City, Missouri (telephone number 816-234-2000). The Company makes available free of charge, through its website at www.commercebank.com, reports filed with the Securities and Exchange Commission as soon as reasonably practicable after the electronic filing. These filings include the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports. 7 Statistical Disclosure The information required by Securities Act Guide 3 — “Statistical Disclosure by Bank Holding Companies” is located on the pages noted below. II. III. I. Distribution of Assets, Liabilities and Stockholders’ Equity; Interest Rates and Interest Differential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan Portfolio Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maturities and Sensitivities of Loans to Changes in Interest Rates . . . . . . . . . . . . . . . . . . . . . . . Risk Elements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV. Summary of Loan Loss Experience . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V. Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Return on Equity and Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VI. Short-Term Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII. Page 22, 54-57 39-40, 80-84 28 28-29 34-38 31-34 54, 86 17 86 Item 1a. RISK FACTORS Making or continuing an investment in securities issued by Commerce Bancshares, Inc., including its common and preferred stock, involves certain risks that you should carefully consider. If any of the following risks actually occur, its business, financial condition or results of operations could be negatively affected, the market price for your securities could decline, and you could lose all or a part of your investment. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause the Company’s actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of Commerce Bancshares, Inc. Difficult market conditions may affect the Company’s industry. The concentration of the Company’s banking business in the United States particularly exposes it to downturns in the U.S. economy. While current economic conditions are favorable, there remain risks in that environment. In particular, the Company may face the following risks in connection with market conditions: • • • • In the current national environment, positive trends in job growth, unemployment levels, consumer confidence, and credit conditions are expected to continue, but the current recovery is historically long, there has been recent stock market volatility, and consumer debt has been increasing. Further, the U.S. economy is affected by global economic events and conditions, including recent U.S. trade disputes with various countries. Although the Company does not hold foreign debt or have significant activities with foreign customers, the global economy, the strength of the U.S. dollar, and oil prices may ultimately affect interest rates, business import/export activity, capital expenditures by businesses, and investor confidence. Unfavorable changes in these factors may result in declines in consumer credit usage, adverse changes in payment patterns, reduced loan demand, and higher loan delinquencies and default rates. These could impact the Company’s future loan losses and provision for loan losses, as a significant part of the Company’s business includes consumer and credit card lending. In addition to the results above, a slowdown in economic activity may cause declines in financial services activity, including declines in bank card, corporate cash management and other fee businesses, as well as the fees earned by the Company on such transactions. The process used to estimate losses inherent in the Company’s loan portfolio requires difficult, subjective, and complex judgments, including consideration of economic conditions and how these economic predictions might impair the ability of its borrowers to repay their loans. If an instance occurs that renders these predictions no longer capable of accurate estimation, this may in turn impact the reliability of the process. Competition in the industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions, thereby reducing market prices for various products and services which could in turn reduce the Company’s revenues. 8 The performance of the Company is dependent on the economic conditions of the markets in which the Company operates. The Company’s success is heavily influenced by the general economic conditions of the specific markets in which it operates. Unlike larger national or other regional banks that are more geographically diversified, the Company provides financial services primarily throughout the states of Missouri, Kansas, central Illinois, Oklahoma, and Colorado. It also has a growing presence in additional states through its commercial banking offices in: Texas, Iowa, Indiana, Michigan, Ohio, and Tennessee. As the Company does not have a significant banking presence in other parts of the country, a prolonged economic downturn in these markets could have a material adverse effect on the Company’s financial condition and results of operations. The Company operates in a highly competitive industry and market area. The Company operates in the financial services industry and has numerous competitors including other banks and insurance companies, securities dealers, brokers, trust and investment companies, mortgage bankers, and financial technology companies. Consolidation among financial service providers and new changes in technology, product offerings and regulation continue to challenge the Company's marketplace position. As consolidation occurs, larger regional and national banks may enter the Company's markets and add to existing competition. Large, national financial institutions have substantial capital, technology and marketing resources. These new competitors may lower fees to grow market share, which could result in a loss of customers and lower fee revenue for the Company. They may have greater access to capital at a lower cost than the Company, and may have higher loan limits, both of which may adversely affect the Company’s ability to compete effectively. The Company must continue to make investments in its products and delivery systems to stay competitive with the industry, or its financial performance may suffer. The soundness of other financial institutions could adversely affect the Company. The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institution counterparties. Financial services institutions are interrelated because of trading, clearing, counterparty or other relationships. The Company has exposure to many different industries and counterparties and routinely executes transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual funds, and other institutional clients. Transactions with these institutions include overnight and term borrowings, interest rate swap agreements, securities purchased and sold, short-term investments, and other such transactions. Because of this exposure, defaults by, or rumors or questions about, one or more financial services institutions or the financial services industry in general, could lead to market-wide liquidity problems and defaults by other institutions. Many of these transactions expose the Company to credit risk in the event of default of its counterparty or client, while other transactions expose the Company to liquidity risks should funding sources quickly disappear. In addition, the Company’s credit risk may be exacerbated when the collateral held cannot be realized or is liquidated at prices not sufficient to recover the full amount of the exposure due to the Company. Any such losses could materially and adversely affect results of operations. The Company is subject to increasingly extensive government regulation and supervision. As part of the financial services industry, the Company has been subject to increasingly extensive federal and state regulation and supervision over the past several years. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds, and the banking system, not shareholders. These regulations affect the Company’s lending practices, capital structure, investment practices, dividend policy, and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations, and policies for possible changes. Changes to statutes, regulations, or regulatory policies, including changes in interpretation or implementation of statutes, regulations, or policies, could affect the Company in substantial and unpredictable ways. Such changes could subject the Company to additional costs, limit the types of financial services and products it may offer, and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations, or policies could result in sanctions by regulatory agencies, civil money penalties, and/or reputation damage, which could have a material adverse effect on the Company’s business, financial condition, and results of operations. While the Company has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. Significant changes in federal monetary policy could materially affect the Company’s business. The Federal Reserve System regulates the supply of money and credit in the United States. Its policies determine in large part the cost of funds for lending and interest rates earned on loans and paid on borrowings and interest-bearing deposits. Credit conditions are influenced by its open market operations in U.S. government securities, changes in the member bank discount rate, and bank reserve requirements. Changes in Federal Reserve Board policies are beyond the Company’s control and difficult to predict, and such changes may result in lower interest margins and a lack of demand for credit products. 9 The Company is subject to both interest rate and liquidity risk. With oversight from its Asset-Liability Management Committee, the Company devotes substantial resources to monitoring its liquidity and interest rate risk on a monthly basis. The Company's net interest income is the largest source of overall revenue to the Company, representing 62% of total revenue for the year ended December 31, 2018. The interest rate environment in which the Company operates fluctuates in response to general economic conditions and policies of various governmental and regulatory agencies, particularly the Federal Reserve Board, which regulates the supply of money and credit in the U.S. Changes in monetary policy, including changes in interest rates, will influence loan originations, deposit generation, demand for investments and revenues, and costs for earning assets and liabilities, and could significantly impact the Company’s net interest income. The Federal Reserve Board raised the benchmark interest rate four times during 2018 for a total of 100 basis points. Future economic conditions or other factors could shift monetary policy resulting in no additional rate increases in 2019 or decreases in the benchmark rate. Furthermore, changes in interest rates could result in unanticipated changes to customer deposit balances and funding costs, and affect the Company’s source of funds for future loan growth. The Company has a significant number of loans, derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR. In 2017, the U.K. Financial Conduct Authority announced that LIBOR is to be transitioned to alternative rates during the next four years. U.S. regulatory authorities have voiced similar support for phasing out LIBOR. The impact of alternatives to LIBOR on the valuations, pricing and operation of the Company's financial instruments is not yet known. The Company’s asset valuation may include methodologies, models, estimations and assumptions which are subject to differing interpretations and could result in changes to asset valuations that may materially adversely affect its results of operations or financial condition. The Company uses estimates, assumptions, and judgments when certain financial assets and liabilities are measured and reported at fair value. Assets and liabilities carried at fair value inherently result in greater financial statement volatility. Fair values and the information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices and/or other observable inputs provided by independent third-party sources, when available. When such third-party information is not available, fair value is estimated primarily by using cash flow and other financial modeling techniques utilizing assumptions such as credit quality, liquidity, interest rates and other relevant inputs. Changes in underlying factors, assumptions, or estimates in any of these areas could materially impact the Company’s future financial condition and results of operations. Furthermore, if models used to calculate fair value of financial instruments are inadequate or inaccurate due to flaws in their design or execution, upon sale, the Company may not realize the cash flows of a financial instrument as modeled and could incur material, unexpected losses. During periods of market disruption, including periods of significantly rising or high interest rates, rapidly widening credit spreads or illiquidity, it may be difficult to value certain assets if trading becomes less frequent and/or market data becomes less observable. There may be certain asset classes in active markets with significant observable data that become illiquid due to the current financial environment. In such cases, certain asset valuations may require more subjectivity and management judgment. As such, valuations may include inputs and assumptions that are less observable or require greater estimation. Further, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of assets as reported within the Company’s consolidated financial statements, and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on results of operations or financial condition. The Company’s investment portfolio values may be adversely impacted by deterioration in the credit quality of underlying collateral within the various categories of investment securities it owns. The Company generally invests in securities issued by municipal entities, government-backed agencies or privately issued securities, with collateral that are highly rated and evaluated at the time of purchase, however, these securities are subject to changes in market value due to changing interest rates and implied credit spreads. While the Company maintains rigorous risk management practices over bonds issued by municipalities, credit deterioration in these bonds could occur and result in losses. Certain mortgage and asset-backed securities (which are collateralized by residential mortgages, credit cards, automobiles, mobile homes or other assets) may decline in value due to actual or expected deterioration in the underlying collateral. Under accounting rules, when the impairment is due to declining expected cash flows, some portion of the impairment, depending on the Company’s intent to sell and the likelihood of being required to sell before recovery, must be recognized in current earnings. This could result in significant losses. 10 Future loan losses could increase. The Company maintains an allowance for loan losses that represents management’s best estimate of probable losses that have been incurred at the balance sheet date within the existing portfolio of loans. The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, including emergence periods, current loan portfolio quality, present economic, political, and regulatory conditions, and unidentified losses inherent in the current loan portfolio. Although the loan losses have been stable during the past several years, an unforeseen deterioration of financial market conditions could result in larger loan losses, which may negatively affect the Company's results of operations and could further increase levels of its allowance for loan losses. In addition, the Company’s allowance level is subject to review by regulatory agencies, and that review could result in adjustments to the allowance for loan losses. See the section captioned “Allowance for Loan Losses” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this report for further discussion related to the Company’s process for determining the appropriate level of the allowance for probable loan losses. In 2016, the Financial Accounting Standards Board (FASB) issued a new accounting standard "Measurement of Credit Losses on Financial Instruments" (ASU 2016-13), which is effective January 1, 2020. This new standard significantly alters the way the reserve for credit losses is determined. The new standard utilizes a life of loan loss concept and will require significant operational changes, especially in data collection and analysis. While an implementation plan has been established and much progress has been made to date, the impact to the Company’s current reserve for credit losses from this new standard is not yet determined. Due to the significant changes required by this new standard, it is possible that higher reserves could be required resulting in reduced capital and earnings. New lines of business or new products and services may subject the Company to additional risk. From time to time, the Company may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and new products or services, the Company may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business, or new product or service, could have a significant impact on the effectiveness of the Company’s system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business and new products or services could have a material adverse effect on the Company’s financial condition and results of operations. A successful cyber attack or other computer system breach could significantly harm the Company, its reputation and its customers. The Company relies heavily on communications and information systems to conduct its business, and as part of its business, the Company maintains significant amounts of data about its customers and the products they use. Information security risks continue to increase due to new technologies, the increasing use of the Internet and telecommunication technologies (including mobile devices) to conduct financial and other business transactions, and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, and others. The Company makes significant investments in various technology to identify and prevent intrusions into its information system. The Company also has policies and procedures designed to prevent or limit the effect of failure, interruption or security breach of its information systems and performs regular audits using both internal and outside resources. However, there can be no assurances that any such failures, interruptions or security breaches will not occur, or if they do occur, that they will be adequately addressed. In addition to unauthorized access, denial-of-service attacks, or other operational disruptions could overwhelm Company websites and prevent the Company from adequately serving customers. Should any of the Company's systems become compromised or customer information be obtained by unauthorized parties, the reputation of the Company could be damaged, relationships with existing customers may be impaired, and the Company could be subject to lawsuits, all of which could result in lost business and have a material adverse effect on the Company’s business, financial condition and results of operations. 11 The Company’s operations rely on certain external vendors. The Company relies on third-party vendors to provide products and services necessary to maintain day-to-day operations. For example, the Company outsources a portion of its information systems, communication, data management, and transaction processing to third parties. Accordingly, the Company is exposed to the risk that these vendors might not perform in accordance with the contracted arrangements or service level agreements because of changes in the vendor’s organizational structure, financial condition, support for existing products and services, or strategic focus. Such failure to perform could be disruptive to the Company’s operations, which could have a materially adverse impact on its business, results of operations and financial condition. These third parties are also sources of risk associated with operational errors, system interruptions or breaches and unauthorized disclosure of confidential information. If the vendors encounter any of these issues, the Company could be exposed to disruption of service, damage to reputation and litigation. Because the Company is an issuer of both debit and credit cards, it is periodically exposed to losses related to security breaches which occur at retailers that are unaffiliated with the Company (e.g., customer card data being compromised at retail stores). These losses include, but are not limited to, costs and expenses for card reissuance as well as losses resulting from fraudulent card transactions. The Company continually encounters technological change. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, including the entrance of financial technology companies offering new financial service products. The Company regularly upgrades or replaces core technological systems and is currently in the process of replacing its core deposit system, which is a significant project. The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs. The Company’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. Many of the Company’s competitors have substantially greater resources to invest in technological improvements. The Company may encounter significant problems or may not be able to effectively implement new technology-driven products, including the core deposit system, and services, or be successful in marketing the new products and services to its customers. These problems might include significant time delays, cost overruns, loss of key people, and technological system failures. Failure to successfully keep pace with technological change affecting the financial services industry or failure to successfully complete the replacement of the core deposit system, or another core technological system, could have a material adverse effect on the Company’s business, financial condition and results of operations. Commerce Bancshares, Inc. relies on dividends from its subsidiary bank for most of its revenue. Commerce Bancshares, Inc. is a separate and distinct legal entity from its banking and other subsidiaries. It receives substantially all of its revenue from dividends from its subsidiary bank. These dividends, which are limited by various federal and state regulations, are the principal source of funds to pay dividends on its preferred and common stock and to meet its other cash needs. In the event the subsidiary bank is unable to pay dividends, the Company may not be able to pay dividends or other obligations, which would have a material adverse effect on the Company's financial condition and results of operations. The Company must attract and retain skilled employees. The Company’s success depends, in large part, on its ability to attract and retain key people. Competition for the best people can be intense, and the Company spends considerable time and resources attracting, hiring, and retaining qualified people for its various business lines and support units. The unexpected loss of the services of one or more of the Company’s key personnel could have a material adverse impact on the Company’s business because of their skills, knowledge of the Company’s market, and years of industry experience, as well as the difficulty of promptly finding qualified replacement personnel. Item 1b. UNRESOLVED STAFF COMMENTS None 12 Item 2. PROPERTIES The main offices of the Bank are located in the larger metropolitan areas of its markets in various multi-story office buildings. The Bank owns its main offices and leases unoccupied premises to the public. The larger office buildings include: Building 922 Walnut Kansas City, MO 1000 Walnut Kansas City, MO 811 Main Kansas City, MO 8000 Forsyth Clayton, MO 1551 N. Waterfront Pkwy Wichita, KS Net rentable square footage % occupied in total % occupied by Bank 256,000 391,000 237,000 178,000 124,000 95% 93% 86 100 100 96 46 100 100 34 The Company has an additional 164 branch locations in Missouri, Illinois, Kansas, Oklahoma and Colorado which are owned or leased, and 151 off-site ATM locations. Item 3. LEGAL PROCEEDINGS The information required by this item is set forth in Item 8 under Note 20, Commitments, Contingencies and Guarantees on page 120. Item 4. MINE SAFETY DISCLOSURES Not applicable 13 Executive Officers of the Registrant The following are the executive officers of the Company as of February 21, 2019, each of whom is designated annually. There are no arrangements or understandings between any of the persons so named and any other person pursuant to which such person was designated an executive officer. Name and Age Jeffery D. Aberdeen, 64 Kevin G. Barth, 58 Jeffrey M. Burik, 60 Daniel D. Callahan, 62 Sara E. Foster, 58 John K. Handy, 55 Robert S. Holmes, 55 Positions with Registrant Controller of the Company since December 1995. He is also Controller of the Company's subsidiary bank, Commerce Bank. Executive Vice President of the Company since April 2005, and Community President and Chief Executive Officer of Commerce Bank since October 1998. Senior Vice President of the Company and Officer of Commerce Bank prior thereto. Senior Vice President of the Company since February 2013. Executive Vice President of Commerce Bank since November 2007. Executive Vice President and Chief Credit Officer of the Company since December 2010 and Senior Vice President of the Company prior thereto. Executive Vice President of Commerce Bank since May 2003. Executive Vice President of the Company since February 2012 and Senior Vice President of the Company prior thereto. Executive Vice President of Commerce Bank since January 2016 and Senior Vice President of Commerce Bank prior thereto. Executive Vice President of the Company since January 2018 and Senior Vice President of the Company prior thereto. Community President and Chief Executive Officer of Commerce Bank since January 2018 and Senior Vice President of Commerce Bank prior thereto. Executive Vice President of the Company since April 2015, and Community President and Chief Executive Officer of Commerce Bank since January 2016. Prior to his employment with Commerce Bank in March 2015, he was employed at a Midwest regional bank where he served as managing director and head of Regional Banking. Patricia R. Kellerhals, 61 Senior Vice President of the Company since February 2016 and Vice President of the Company prior thereto. Executive Vice President of Commerce Bank since 2005. David W. Kemper, 68 John W. Kemper, 41 Charles G. Kim, 58 Douglas D. Neff, 50 Paula S. Petersen, 52 David L. Roller, 48 Executive Chairman of the Company and of the Board of Directors of the Company since August 2018. Prior thereto, he was Chief Executive Officer of the Company and Chairman of the Board of Directors of the Company. He was President of the Company from April 1982 until February 2013. He is the brother of Jonathan M. Kemper (a former Vice Chairman of the Company), and father of John W. Kemper, President and Chief Executive Officer of the Company. Chief Executive Officer of the Company and Chairman and Chief Executive Officer of Commerce Bank since August 2018. Prior thereto, he was Chief Operating Officer of the Company. President of the Company since February 2013 and President of Commerce Bank since March 2013. Member of Board of Directors since September 2015. He is the son of David W. Kemper, Executive Chairman of the Company and nephew of Jonathan M. Kemper (a former Vice Chairman of the Company). Chief Financial Officer of the Company since July 2009. Executive Vice President of the Company since April 1995 and Executive Vice President of Commerce Bank since January 2004. Prior thereto, he was Senior Vice President of Commerce Bank. Senior Vice President of the Company since January 2019 and Chairman and Chief Executive Officer of Commerce Bank Southwest Region since 2013. Senior Vice President of the Company since July 2016 and Executive Vice President of Commerce Bank since March 2012. Senior Vice President of the Company since July 2016 and Senior Vice President of Commerce Bank since September 2010. 14 PART II Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Commerce Bancshares, Inc. Common Stock Data Commerce Bancshares, Inc. common shares are listed on the Nasdaq Global Select Market (NASDAQ) under the symbol CBSH. The Company had 3,664 common shareholders of record as of December 31, 2018. Certain of the Company's shares are held in "nominee" or "street" name and the number of beneficial owners of such shares is approximately 58,500. Performance Graph The following graph presents a comparison of Company (CBSH) performance to the indices named below. It assumes $100 invested on December 31, 2013 with dividends invested on a cumulative total shareholder return basis. Commerce (CBSH) 100.00 103.68 108.62 157.84 162.62 174.88 NASDAQ OMX Global-Bank 100.00 111.83 114.30 144.63 171.24 143.15 S&P 500 100.00 113.68 115.24 128.98 157.12 150.22 2013 2014 2015 2016 2017 2018 15 The following table sets forth information about the Company’s purchases of its $5 par value common stock, its only class of common stock registered pursuant to Section 12 of the Exchange Act, during the fourth quarter of 2018. Period October 1—31, 2018 November 1—30, 2018 December 1—31, 2018 Total 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 140,934 167,286 270,337 578,557 $62.14 $65.37 $59.05 $61.63 140,934 167,286 270,337 578,557 2,687,186 2,519,900 2,249,563 2,249,563 The Company’s stock purchases shown above were made under authorizations by the Board of Directors. Under the most recent authorization in October 2015 of 5,000,000 shares, 2,249,563 shares remained available for purchase at December 31, 2018. Item 6. SELECTED FINANCIAL DATA The required information is set forth below in Item 7. Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements This report may contain “forward-looking statements” that are subject to risks and uncertainties and include information about possible or assumed future results of operations. Many possible events or factors could affect the future financial results and performance of Commerce Bancshares, Inc. and its subsidiaries (the "Company"). This could cause results or performance to differ materially from those expressed in the forward-looking statements. Words such as “expects”, “anticipates”, “believes”, “estimates”, variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed throughout this report. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. Such possible events or factors include the risk factors identified in Item 1a Risk Factors and the following: changes in economic conditions in the Company’s market area; changes in policies by regulatory agencies, governmental legislation and regulation; fluctuations in interest rates; changes in liquidity requirements; demand for loans in the Company’s market area; changes in accounting and tax principles; estimates made on income taxes; failure of litigation settlement agreements to become final in accordance with their terms; and competition with other entities that offer financial services. Overview The Company operates as a super-community bank and offers a broad range of financial products to consumer and commercial customers, delivered with a focus on high-quality, personalized service. It is the largest bank holding company headquartered in Missouri, with its principal offices in Kansas City and St. Louis, Missouri. Customers are served from 320 locations in Missouri, Kansas, Illinois, Oklahoma and Colorado and commercial offices throughout the nation's midsection. A variety of delivery platforms are utilized, including an extensive network of branches and ATM machines, full-featured online banking, and a central contact center. The core of the Company’s competitive advantage is its focus on the local markets in which it operates, its offering of competitive, sophisticated financial products, and its concentration on relationship banking and high-touch service. In order to enhance shareholder value, the Company targets core revenue growth. To achieve this growth, the Company focuses on strategies that will expand new and existing customer relationships, offer opportunities for controlled expansion in additional markets, utilize improved technology, and enhance customer satisfaction. 16 Various indicators are used by management in evaluating the Company’s financial condition and operating performance. Among these indicators are the following: • • • • • Net income and earnings per share — Net income attributable to Commerce Bancshares, Inc. was $433.5 million, an increase of 35.7% compared to the previous year. The return on average assets was 1.76% in 2018, and the return on average common equity was 16.16%. Diluted earnings per share increased 37.0% in 2018 compared to 2017. Total revenue — Total revenue is comprised of net interest income and non-interest income. Total revenue in 2018 increased $130.2 million, or 10.9% over 2017, driven by growth in net interest income and non-interest income of $90.1 million and $40.1 million, respectively. The growth in net interest income in 2018 was mainly due to higher rates on interest earning assets, which grew 44 basis points over 2017 rates, partially offset by higher rates on interest-bearing liabilities, which grew 15 basis points in 2018 over the prior year. Growth in non-interest income resulted principally from increases in bank card fees, trust fees, and deposit fees. Non-interest expense — Total non-interest expense decreased .9% this year compared to 2017, mainly due to $32.0 million of donations made to a related foundation during 2017, which did not recur in 2018. Excluding these donations, non-interest expense grew 3.6% in the current year, primarily driven by higher expense for salaries and benefits. Asset quality — Net loan charge-offs totaled $42.3 million in 2018, an increase of $650 thousand over those recorded in 2017, and averaged .30% of loans compared to .31% in the previous year. Total non-performing assets, which include non-accrual loans and foreclosed real estate, amounted to $13.9 million at December 31, 2018, compared to $12.7 million at December 31, 2017, and represented .10% of loans outstanding at December 31, 2018. Shareholder return — During 2018, the Company paid cash dividends of $.895 per share on its common stock, representing an increase of 9.7% over the previous year, and paid dividends of 6% on its preferred stock. In 2018, the Company issued its 25th consecutive annual 5% common stock dividend, and in January 2019, the Company's Board of Directors authorized an increase of 16% in the common cash dividend. In 2018, the Company purchased 1,193,960 shares of treasury stock. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes. The historical trends reflected in the financial information presented below are not necessarily reflective of anticipated future results. Key Ratios (Based on average balances) Return on total assets Return on common equity Equity to total assets Loans to deposits (1) Non-interest bearing deposits to total deposits Net yield on interest earning assets (tax equivalent basis) (Based on end of period data) Non-interest income to revenue (2) Efficiency ratio (3) Tier I common risk-based capital ratio (4) Tier I risk-based capital ratio (4) Total risk-based capital ratio (4) Tier I leverage ratio (4) Tangible common equity to tangible assets ratio (5) Common cash dividend payout ratio (1) Includes loans held for sale. (2) Revenue includes net interest income and non-interest income. 2018 2017 2016 2015 2014 1.76% 16.16 11.24 69.27 33.43 3.53 37.83 55.58 14.22 14.98 15.82 11.52 10.45 23.61 1.28% 12.46 10.53 66.18 34.85 3.20 39.88 62.18 12.65 13.41 14.35 10.39 9.84 29.52 1.12% 11.33 10.16 63.71 34.67 3.04 41.09 61.04 11.62 12.38 13.32 9.55 8.66 32.69 1.11% 11.43 10.00 61.44 35.12 2.94 41.40 61.42 11.52 12.33 13.28 9.23 8.48 33.35 1.15% 11.65 10.10 59.91 33.73 3.00 41.31 61.00 NA 13.74% 14.86 9.36 8.55 32.69 (3) The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of revenue. (4) Risk-based capital information at December 31, 2018, 2017, 2016 and 2015 was prepared under Basel III requirements, which were effective January 1, 2015. Risk-based capital information for prior years was prepared under Basel I requirements. (5) The tangible common equity to tangible assets ratio is a measurement which management believes is a useful indicator of capital adequacy and utilization. It provides a meaningful basis for period to period and company to company comparisons, and also assist regulators, investors and analysts in analyzing the financial position of the Company. Tangible common equity and tangible assets are non-GAAP measures and should not be viewed as substitutes for, or superior to, data prepared in accordance with GAAP. 17 The following table is a reconciliation of the GAAP financial measures of total equity and total assets to the non-GAAP measures of total tangible common equity and total tangible assets. (Dollars in thousands) Total equity Less non-controlling interest Less preferred stock Less goodwill Less core deposit premium Total tangible common equity (a) Total assets Less goodwill Less core deposit premium Total tangible assets (b) Tangible common equity to tangible assets ratio (a)/(b) 2018 $ 2,937,149 5,851 144,784 138,921 2,316 $ 2,645,277 $ 25,463,842 138,921 2,316 $ 25,322,605 2017 $ 2,718,184 1,624 144,784 138,921 2,965 $ 2,429,890 $ 24,833,415 138,921 2,965 $ 24,691,529 2016 $ 2,501,132 5,349 144,784 138,921 3,841 $ 2,208,237 $ 25,641,424 138,921 3,841 $ 25,498,662 2015 $ 2,367,418 5,428 144,784 138,921 5,031 $ 2,073,254 $ 24,604,962 138,921 5,031 $ 24,461,010 2014 $ 2,334,246 4,053 144,784 138,921 6,572 $ 2,039,916 $ 23,994,280 138,921 6,572 $ 23,848,787 10.45% 9.84% 8.66% 8.48% 8.55% Selected Financial Data (In thousands, except per share data) Net interest income Provision for loan losses Non-interest income Investment securities gains (losses), net Non-interest expense 2018 2017 2016 2015 2014 $ 823,825 $ 42,694 501,341 (488) 737,821 733,679 $ 45,244 461,263 25,051 744,343 680,049 $ 36,318 446,556 (53) 689,229 634,320 $ 28,727 422,444 6,320 650,792 Net income attributable to Commerce Bancshares, Inc. Net income available to common shareholders Net income per common share-basic* Net income per common share-diluted* Cash dividends on common stock Cash dividends per common share* Market price per common share* Book value per common share* Common shares outstanding* Total assets Loans, including held for sale Investment securities Deposits Long-term debt Equity Non-performing assets 433,542 424,542 3.79 3.78 100,238 .895 56.37 25.13 111,331 25,463,842 14,160,992 8,698,666 20,323,659 8,702 2,937,149 13,949 319,383 310,383 2.77 2.76 91,619 .816 53.18 22.99 111,946 24,833,415 14,005,072 8,893,307 20,425,446 1,758 2,718,184 12,664 275,391 266,391 2.38 2.37 87,070 .777 52.44 21.07 111,861 25,641,424 13,427,192 9,770,986 21,101,095 102,049 2,501,132 14,649 263,730 254,730 2.21 2.21 84,961 .740 36.75 19.75 112,551 24,604,962 12,444,299 9,901,680 19,978,853 103,818 2,367,418 29,394 * Restated for the 5% stock dividend distributed in December 2018. 18 620,204 29,531 410,393 14,124 630,757 261,754 257,704 2.16 2.15 84,241 .705 35.78 18.70 117,087 23,994,280 11,469,238 9,645,792 19,475,778 104,058 2,334,246 46,251 Results of Operations (Dollars in thousands) Net interest income Provision for loan losses Non-interest income Investment securities gains (losses), net Non-interest expense Income taxes Non-controlling interest expense Net income attributable to Commerce Bancshares, Inc. Preferred stock dividends Net income available to common shareholders N.M. - Not meaningful. $ Change % Change '18-'17 '17-'16 '18-'17 '17-'16 $ 2018 823,825 $ (42,694) 501,341 (488) (737,821) (105,949) 2017 733,679 $ (45,244) 461,263 25,051 (744,343) (110,506) 2016 680,049 $ (36,318) 446,556 (53) (689,229) (124,151) 90,146 $ (2,550) 40,078 (25,539) (6,522) (4,557) (4,672) (517) (1,463) 4,155 433,542 (9,000) 319,383 (9,000) 275,391 (9,000) 114,159 — 53,630 8,926 14,707 25,104 55,114 (13,645) (946) 43,992 — 12.3% (5.6) 8.7 N.M. (.9) (4.1) N.M. 35.7 N.M. 7.9% 24.6 3.3 N.M. 8.0 (11.0) (64.7) 16.0 N.M. $ 424,542 $ 310,383 $ 266,391 $ 114,159 $ 43,992 36.8% 16.5% Net income attributable to Commerce Bancshares, Inc. (net income) for 2018 was $433.5 million, an increase of $114.2 million, or 35.7%, compared to $319.4 million in 2017. Diluted income per common share increased 37.0% to $3.78 in 2018, compared to $2.76 in 2017. The growth in net income resulted from increases of $90.1 million in net interest income and $40.1 million in non-interest income, as well as decreases of $6.5 million in non-interest expense, $4.6 million in income tax expense and $2.6 million in the provision for loan losses. These increases in net income were partly offset by a $25.5 million decrease in investment securities gains. The return on average assets was 1.76% in 2018 compared to 1.28% in 2017, and the return on average common equity was 16.16% in 2018 compared to 12.46% in 2017. At December 31, 2018, the ratio of tangible common equity to assets increased to 10.45%, compared to 9.84% at year end 2017. During 2018, the increase in net interest income mainly resulted from increased rates on the Company’s loan and investment portfolios, partially offset by higher rates paid on interest-bearing deposits and borrowings. Total rates earned on average earning assets grew 44 basis points this year, while funding costs for deposits and borrowings increased by 15 basis points. Non-interest income grew 8.7% in 2018, primarily from growth in bank card, trust and deposit fee income. Investment securities net losses in 2018 were mainly comprised of net losses on sales of available for sale debt securities of $9.7 million and a $8.9 million adjustment to recognize dividend income on a liquidated equity security. These losses were offset by realized and unrealized net gains on the Company’s portfolio of private equity securities of $13.8 million, as well as gains of $4.3 million on sales and fair value adjustments on equity securities. Additionally, net securities gains in 2017 included a gain of $32.0 million on the appreciation of securities donated to a related foundation, which did not recur in 2018. Non-interest expense declined $6.5 million in 2018 compared to 2017, with the decrease resulting from a $32.0 million donation of appreciated securities to a charitable organization in 2017 that did not recur in 2018. This decrease in non-interest expense was partly offset by increases in salaries and benefits, data processing and software, and marketing expense, which increased $19.9 million, $5.0 million, and $4.2 million, respectively. The provision for loan losses totaled $42.7 million, a decrease of $2.6 million from the previous year. Net income attributable to Commerce Bancshares, Inc. for 2017 was $319.4 million, an increase of $44.0 million, or 16.0%, compared to $275.4 million in 2016. Diluted income per common share increased 16.5% to $2.76 in 2017, compared to $2.37 in 2016. The increase in net income resulted from increases of $53.6 million in net interest income, $14.7 million in non-interest income, and $25.1 million in investment securities gains, as well as a decrease of $13.6 million in income tax expense. These increases in net income were partly offset by increases of $55.1 million in non-interest expense and $8.9 million in the provision for loan losses. The return on average assets was 1.28% in 2017 compared to 1.12% in 2016, and the return on average common equity was 12.46% in 2017 compared to 11.33% in 2016. At December 31, 2017, the ratio of tangible common equity to assets increased to 9.84%, compared to 8.66% at year end 2016. During 2017, net interest income increased $53.6 million compared to 2016. This increase reflected growth of $53.9 million in interest on loans, resulting from higher average balances and loan yields. In addition, interest on investment securities grew by $7.5 million due to higher rates earned, which included $2.0 million in additional inflation income earned on the Company's portfolio of U.S. Treasury inflation-protected securities (TIPS). Interest expense on deposits and borrowings rose by $10.7 million largely due to higher average rates paid. The provision for loan losses increased $8.9 million over the previous year, totaling $45.2 million in 2017, and was $3.6 million higher than net loan charge-offs. Net charge-offs increased by $9.7 million in 2017 compared 19 to 2016, mainly due to higher net charge-offs on consumer credit card loans and lower net recoveries on construction and business real estate loans. Non-interest income in 2017 was $461.3 million, an increase of $14.7 million, or 3.3%, compared to $446.6 million in 2016. This increase resulted mainly from growth in trust fees, deposit account fees, and loan fees and sales, which increased $13.4 million, $3.7 million, and $2.5 million, respectively. Non-interest expense in 2017 was $744.3 million, an increase of $55.1 million over $689.2 million in 2016. The increase in non-interest expense included a $21.0 million, or 4.9%, increase in salaries and benefits expense due to higher full-time salaries, incentive compensation, and payroll taxes. As mentioned above, expense in 2017 also included $32.0 million of contribution expense resulting from the donation of appreciated securities to a charitable foundation. Investment securities net gains in 2017 totaled $25.1 million, largely resulting from these donations. The Company distributed a 5% stock dividend for the 25th consecutive year on December 17, 2018. All per share and average share data in this report has been restated for the 2018 stock dividend. Critical Accounting Policies The Company's consolidated financial statements are prepared based on the application of certain accounting policies, the most significant of which are described in Note 1 to the consolidated financial statements. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or be subject to variations which may significantly affect the Company's reported results and financial position for the current period or future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to be recorded at, or adjusted to reflect, fair value. Current economic conditions may require the use of additional estimates, and some estimates may be subject to a greater degree of uncertainty due to the current instability of the economy. The Company has identified several policies as being critical because they require management to make particularly difficult, subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These policies relate to the allowance for loan losses, fair value measurement, and accounting for income taxes. Allowance for Loan Losses The Company performs periodic and systematic detailed reviews of its loan portfolio to assess overall collectability. The level of the allowance for loan losses reflects the Company's estimate of the losses inherent in the loan portfolio at any point in time. While these estimates are based on substantive methods for determining allowance requirements, actual outcomes may differ significantly from estimated results, especially when determining allowances for business, construction and business real estate loans. These loans are normally larger and more complex, and their collection rates are harder to predict. Personal banking loans, including personal real estate, credit card and consumer loans, are individually smaller and perform in a more homogenous manner, making loss estimates more predictable. Further discussion of the methodology used in establishing the allowance is provided in the Allowance for Loan Losses section of Item 7 and in Note 1 to the consolidated financial statements. Fair Value Measurement Investment securities, including available-for-sale, trading, equity and other securities, residential mortgage loans held for sale, derivatives and deferred compensation plan assets and associated liabilities are recorded at fair value on a recurring basis. Additionally, from time to time, other assets and liabilities may be recorded at fair value on a nonrecurring basis, such as impaired loans that have been reduced based on the fair value of the underlying collateral, other real estate (primarily foreclosed property), non-marketable equity securities and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve write-downs of individual assets or application of lower of cost or fair value accounting. Fair value is an estimate of the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (i.e., not a forced transaction, such as a liquidation or distressed sale) between market participants at the measurement date and is based on the assumptions market participants would use when pricing an asset or liability. Fair value measurement and disclosure guidance establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The fair value hierarchy, the extent to which fair value is used to measure assets and liabilities and the valuation methodologies and key inputs used are discussed in Note 16 on Fair Value Measurements. At December 31, 2018, assets and liabilities measured using observable inputs that are classified as either Level 1 or Level 2 represented 98.9% and 99.6% of total assets and liabilities recorded at fair value, respectively. Valuations generated from model- based techniques that use at least one significant assumption not observable in the market are considered Level 3, and the Company's Level 3 assets totaled $100.4 million, or 1.2% of total assets recorded at fair value on a recurring basis. Unobservable assumptions reflect estimates of assumptions market participants would use in pricing the asset or liability. Fair value measurements for assets 20 and liabilities where limited or no observable market data exists often involves significant judgments about assumptions, such as determining an appropriate discount rate that factors in both liquidity and risk premiums, and in many cases may not reflect amounts exchanged in a current sale of the financial instrument. In addition, changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, the Corporation would use valuation techniques requiring more management judgment to estimate the appropriate fair value. Accounting for Income Taxes Accrued income taxes represent the net amount of current income taxes which are expected to be paid attributable to operations as of the balance sheet date. Deferred income taxes represent the expected future tax consequences of events that have been recognized in the financial statements or income tax returns. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income when such assets and liabilities are anticipated to be settled or realized. Current and deferred income taxes are reported as either a component of other assets or other liabilities in the consolidated balance sheets, depending on whether the balances are assets or liabilities. Judgment is required in applying generally accepted accounting principles in accounting for income taxes. The Company regularly monitors taxing authorities for changes in laws and regulations and their interpretations by the judicial systems. The aforementioned changes, as well as any changes that may result from the resolution of income tax examinations by federal and state taxing authorities, may impact the estimate of accrued income taxes and could materially impact the Company’s financial position and results of operations. 21 Net Interest Income Net interest income, the largest source of revenue, results from the Company’s lending, investing, borrowing, and deposit gathering activities. It is affected by both changes in the level of interest rates and changes in the amounts and mix of interest earning assets and interest bearing liabilities. The following table summarizes the changes in net interest income on a fully taxable equivalent basis, by major category of interest earning assets and interest bearing liabilities, identifying changes related to volumes and rates. Changes not solely due to volume or rate changes are allocated to rate. (In thousands) Interest income, fully taxable equivalent basis Loans: Business Real estate- construction and land Real estate - business Real estate - personal Consumer Revolving home equity Consumer credit card Total interest on loans Loans held for sale Investment securities: U.S. government and federal agency obligations Government-sponsored enterprise obligations State and municipal obligations Mortgage-backed securities Asset-backed securities Other securities Total interest on investment securities Federal funds sold and short-term securities purchased under agreements to resell Long-term securities purchased under agreements to resell Interest earning deposits with banks Total interest income Interest expense Interest bearing deposits: Savings Interest checking and money market Certificates of deposit of less than $100,000 Certificates of deposit of $100,000 and over Federal funds purchased and securities sold under agreements to repurchase Other borrowings Total interest expense Net interest income, fully taxable equivalent basis 2018 Change due to Average Volume Average Rate Total 2017 Change due to Average Volume Average Rate Total $ 4,235 $ 3,614 1,637 2,765 (1,018) (735) 2,956 13,454 154 146 (2,331) (11,184) 9,931 (11,051) 734 (13,755) 105 186 1,206 1,350 25,921 $ 8,511 13,870 2,333 9,027 2,732 984 63,378 144 1,877 1,108 (8,022) 12,132 8,517 11,382 26,994 30,156 $ 12,125 15,507 5,098 8,009 1,997 3,940 76,832 298 2,023 (1,223) (19,206) 22,063 (2,534) 12,116 13,239 5,190 $ 3,628 9,284 3,114 3,441 (669) (654) 23,334 (368) 3,831 (3,108) (1,191) 7,771 (4,884) (1,151) 1,268 15,053 $ 6,235 3,420 (264) 2,548 1,388 2,975 31,355 51 238 (2,744) 3 (1,036) 6,295 4,199 6,955 20,243 9,863 12,704 2,850 5,989 719 2,321 54,689 (317) 4,069 (5,852) (1,188) 6,735 1,411 3,048 8,223 184 289 36 116 152 255 2,804 93,759 441 4,010 95,109 (1,765) 97 22,602 3,661 1,153 43,291 1,896 1,250 65,893 57 328 (264) (2,393) (65) 10,174 834 6,192 (8) 10,502 570 3,799 53 235 (272) (439) 5 2,650 108 2,753 48 (3,041) (5,265) 6,615 $ 9,778 — 26,913 66,846 $ 9,826 (3,041) 21,648 73,461 $ 463 (1,955) (1,915) 24,517 $ 6,051 1,073 12,640 30,651 $ $ 58 2,885 (164) 2,314 6,514 (882) 10,725 55,168 Net interest income totaled $823.8 million in 2018, increasing $90.1 million, or 12.3%, compared to $733.7 million in 2017. On a tax equivalent (T/E) basis, net interest income totaled $840.1 million, and increased $73.5 million over 2017. This increase included growth of $76.8 million in loan interest income (T/E), resulting from higher average balances and higher rates earned. In addition, interest earned on investment securities increased $13.2 million, mainly due to higher rates earned and the receipt of $8.9 million in dividend income during the second quarter of 2018, which was related to a liquidated equity security that was carried at fair value. Interest expense on deposits and borrowings combined was $65.4 million and increased $21.6 million, mostly due to higher rates paid. The net yield on earning assets (T/E) was 3.53% in 2018 compared with 3.19% in 2017. 22 During 2018, loan interest income (T/E) grew $76.8 million over 2017 mainly due to higher rates earned coupled with increased average balances for most loan categories. The average tax equivalent rate earned on the loan portfolio increased 46 basis points to 4.53% in 2018 compared to 4.07% in 2017. The higher rates earned on the loan portfolio were partly related to continued actions taken by the Federal Reserve to raise short-term interest rates, which enabled much of the Company's loan portfolio to re- price higher. In addition, average loan balances increased 2.3%, or $314.4 million, this year. Increased interest on business loans was the main driver of overall higher loan interest income, mostly due to higher rates, as many of these loans contain variable interest rate terms. Average business loan balances also grew $131.0 million this year. Increases in average balances and rates on construction and business real estate loans drove interest income growth a combined $27.6 million this year. Interest on personal real estate loans increased $5.1 million as average balances were higher by $74.1 million or 3.7%, and the average rate grew 11 basis points. Interest on consumer loans grew $8.0 million over the prior year as the average rate earned increased 45 basis points, but was partly offset by a decline in average balances of $25.6 million. Consumer credit card loan interest was higher by $3.9 million due to growth of $24.9 million in average balances, coupled with a 13 basis point increase in the average rate earned. Tax equivalent interest income on total investment securities increased $13.2 million during 2018, as the average rate earned increased 33 basis points, while average balances declined $661.6 million. The average rate on the total investment portfolio was 2.84% in 2018 compared to 2.51% in 2017, while the average balance of the total investment securities portfolio (excluding unrealized fair value adjustments on available for sale debt securities) was $8.8 billion in 2018 compared to an average balance of $9.5 billion in 2017. The increase in interest income was mainly due to higher interest earned on mortgage-backed securities, coupled with increased interest and dividend income on equity and other securities. These increases were partly offset lower interest earned on state and municipal securities. Interest income on mortgage-backed securities increased $22.1 million, due to an increase in average balances of $419.0 million and an increase of 29 basis points in the average rate earned. Interest income on equity securities increased due to $8.9 million in dividend income during the second quarter of 2018 (mentioned previously), while interest on other securities increased $1.9 million due to an increase in receipts of non-recurring equity investment dividends during 2018. Interest earned on U.S. government securities grew $2.0 million, which included growth of $2.1 million in inflation income on the Company's treasury inflation-protected securities (TIPS). Partly offsetting these increases in interest income were declines of $19.2 million, $2.5 million and $1.2 million in interest earned on state and municipal, asset-backed and government- sponsored enterprise (GSE) securities, respectively. The decline in state and municipal interest resulted from a decline of $310.0 million in average balances coupled with a lower tax equivalent rate due to tax law changes in 2018. Asset-backed securities interest decreased mainly due to a decline of $627.9 million in average balances, partly offset by higher average rates. Interest earned on GSE's declined mainly due to lower average balances, partly offset by growth in the average rate. Interest earned on deposits with banks increased $4.0 million mainly due to an 88 basis point increase in average rates earned and an increase of $112.7 million in average balances. During 2018, interest expense on deposits increased $14.9 million over 2017 and resulted mainly from an 11 basis point increase in the overall average rate paid on deposits. Interest expense on interest checking and money market accounts increased $10.5 million due to higher rates paid, which rose nine basis points. The growth in interest expense on certificates of deposit was largely due to higher rates paid on certificates of deposit over $100,000, which increased 54 basis points, partly offset by lower total average certificate of deposit balances, which fell $363.3 million, or 17.5%. The overall rate paid on total deposits increased from .23% in 2017 to .34% in the current year. Interest expense on borrowings increased due to higher rates paid on customer repurchase agreements, partly offset by the elimination of all Federal Home Loan Bank (FHLB) borrowings in 2018. The overall average rate incurred on all interest bearing liabilities was .44% in 2018, compared to .29% in 2017. During 2017, net interest income totaled $733.7 million, increasing $53.6 million, or 7.9%, compared to $680.0 million in 2016. On a tax equivalent (T/E) basis, net interest income totaled $766.6 million and increased $55.2 million over 2016. This increase included growth of $54.7 million in loan interest, resulting from higher average loan balances and higher rates earned. In addition, interest earned on investment securities increased $8.2 million, mainly due to higher rates earned. Interest expense on deposits and borrowings combined was $43.7 million and increased $10.7 million compared to 2016 largely due to higher rates paid. The net yield on earning assets (T/E) was 3.19% in 2017 compared to 3.04% in 2016. During 2017, loan interest income (T/E) grew $54.7 million over 2016 due to average loan growth of $683.9 million, or 5.3%. The average tax equivalent rate earned on the loan portfolio was 4.07% in 2017 compared to 3.86% in 2016. Similar to 2018, the higher rates earned on the loan portfolio were partly related to increases in interest rate levels taken by the Federal Reserve during 2017. The largest increase in loan interest occurred in business loans, which was higher by $20.2 million as a result of growth in the average rate earned of 31 basis points. Also contributing to the increase were higher average business loan balances of $179.5 million, or 3.9%, as growth trends continued in commercial and industrial, tax-free, and lease loans. Construction and land loan interest grew $9.9 million due to a 71 basis point increase in average rates and a $103.1 million, or 13.2%, increase in average balances. Business real estate interest was higher by $12.7 million as a result of an increase in average balances of $253.7 million, or 10.4%, along with an increase in average rates of 13 basis points. Interest earned on consumer loans increased $6.0 million over the prior year as the average rate increased 12 basis points and average balances increased $89.2 million. Personal real estate 23 loan interest was higher by $2.9 million and resulted from growth in average balances of $83.3 million. Interest on consumer credit card loans rose $2.3 million due to a 40 basis point increase in the average rate earned. Tax equivalent interest income on total investment securities increased $8.2 million during 2017, as the average rate earned increased nine basis points, while total average balances declined slightly. The average rate earned on the total investment portfolio was 2.51% in 2017 compared to 2.42% in 2016, while the average balance of the total investment securities portfolio (excluding unrealized fair value adjustments on available for sale debt securities) was approximately $9.5 billion during both years. The increase in interest income was mainly due to higher interest earned on U.S. government obligations, mortgage-backed securities, and other securities. Interest earned on U.S. government securities grew $4.1 million, which included growth of $2.0 million in inflation-adjusted interest on TIPS. In addition, average balances rose $179.9 million, or 24.5%. Interest income on mortgage- backed securities increased $6.7 million, due to an increase in average balances of $323.8 million, partly offset by a decline of three basis points in the average rate earned. Interest earned on asset-backed securities increased $1.4 million, mainly due to an increase of 30 basis points in the average rate earned, partly offset by a decline in average balances of $334.5 million. Interest income on other securities increased $2.9 million, largely due to one-time interest payments received on a private equity investment in 2017. Partly offsetting these increases in interest income were declines of $5.9 million and $1.2 million in interest on GSE and state and municipal securities, respectively. The decline in GSE interest resulted from a $139.4 million decline in average balances, coupled with a rate decrease of 61 basis points, while state and municipal interest was lower due to a decrease of $33.0 million in average balances. Interest earned on deposits with banks increased $1.3 million mainly due to a 55 basis point increase in average rates earned. Interest on long-term securities purchased under resell agreements increased $1.9 million in 2017 compared to 2016 due to an increase in the average rate of 53 basis points, partly offset by a $103.2 million decrease in the average balances of these instruments. During 2017, interest expense on deposits increased $5.1 million over 2016. This growth was comprised of higher interest expense on money market and interest checking accounts of $2.9 million and higher interest expense on certificates of deposit of $2.2 million. The increase in money market and interest checking interest expense resulted mainly from higher average rates paid, which rose three basis points. The growth in certificate of deposit interest expense was largely due to higher rates paid on certificates of deposit over $100,000, which increased 19 basis points, partly offset by lower total average certificate of deposit balances, which fell $139.6 million, or 6.3%. The overall rate paid on total deposits increased from .19% in 2016 to .23% in the current year. Interest expense on borrowings increased $5.6 million, due to higher average rates paid on repurchase agreements during 2017, partly offset by lower FHLB borrowings. The overall average rate incurred on all interest bearing liabilities was .29% in 2017, compared to .22% in 2016. Provision for Loan Losses The provision for loan losses is recorded to bring the allowance for loan losses to a level deemed adequate by management based on the factors mentioned in the “Allowance for Loan Losses” section of this discussion. The provision for loan losses totaled $42.7 million in 2018, a decrease of $2.6 million from the 2017 provision of $45.2 million. In 2017, the provision exceeded net loan charge-offs by $3.6 million, increasing the allowance for loan losses by the same amount, whereas the 2018 provision was $400 thousand greater than net loan charge-offs for the year. Net loan charge-offs for the year totaled $42.3 million and increased $650 thousand compared to $41.6 million in 2017. The increase in net loan charge-offs over the previous year was mainly the result of higher net charge-offs on business loans, which increased $724 thousand and was largely the result of a charge-off recorded on one larger loan. In addition, consumer credit card net charge-offs increased $325 thousand, while construction loan net recoveries declined $556 thousand. Partly offsetting these increases in net charge-offs were lower net charge-offs on consumer loans, which decreased $693 thousand from the prior year. The allowance for loan losses totaled $159.9 million at December 31, 2018, an increase of $400 thousand compared to the prior year, and represented 1.13% of outstanding loans at year end 2018, compared to 1.14% at year end 2017. 24 Non-Interest Income (Dollars in thousands) Bank card transaction fees Trust fees Deposit account charges and other fees Capital market fees Consumer brokerage services Loan fees and sales Other Total non-interest income Non-interest income as a % of total revenue* Total revenue per full-time equivalent employee $ $ $ 2018 171,576 147,964 94,517 7,721 15,807 12,723 51,033 501,341 37.8% 276.4 $ $ $ 2017 155,100 135,159 90,060 7,996 14,630 13,948 44,370 461,263 38.6% 248.9 $ $ $ 2016 154,043 121,795 86,394 10,655 13,784 11,412 48,473 446,556 39.6% 235.5 * Total revenue is calculated as net interest income plus non-interest income. % Change '18-'17 '17-'16 10.6% 9.5 4.9 (3.4) 8.0 (8.8) 15.0 8.7% 0.7% 11.0 4.2 (25.0) 6.1 22.2 (8.5) 3.3% Non-interest income totaled $501.3 million, an increase of $40.1 million, or 8.7%, compared to $461.3 million in 2017. Bank card fees increased $16.5 million, or 10.6%, over the prior year, as a result of growth in net debit card fees of $4.1 million and net corporate card fees of $14.8 million. These increases were partly offset by declines in net credit card fees of $1.6 million and net merchant fees of $836 thousand. The table below is a summary of bank card transaction fees for the last three years. (Dollars in thousands) Net debit card fees Net credit card fees Net merchant fees Net corporate card fees 2018 2017 2016 '18-'17 '17-'16 % Change $ 39,738 $ 35,636 $ 12,965 19,233 99,640 14,576 20,069 84,819 33,441 14,834 23,043 82,725 11.5% (11.1) (4.2) 17.5 6.6% (1.7) (12.9) 2.5 0.7% Total bank card transaction fees $ 171,576 $ 155,100 $ 154,043 10.6% Trust fee income increased $12.8 million, or 9.5%, as a result of continued growth in both personal (up 11.1%) and institutional (up 6.4%) trust fees. The market value of total customer trust assets totaled $50.0 billion at year end 2018, which was an increase of 2.7% over year end 2017 balances. Deposit account fees increased $4.5 million, or 4.9%, mainly due to growth of $2.4 million in corporate cash management fees, $1.1 million in deposit account service charges and $892 thousand in overdraft and return item fees. In 2018, corporate cash management fees comprised 40.7% of total deposit fees, while overdraft fees comprised 33.3% of total deposit fees. Capital market fees declined $275 thousand, or 3.4%, due to continued lower sales volumes, while consumer brokerage services revenue increased $1.2 million, or 8.0%, mainly due to growth in advisory and fixed annuity fees. Loan fees and sales decreased $1.2 million, or 8.8%, from the prior year mainly due to declines mortgage banking revenue as a result of lower originations of fixed-rate loans in 2018. Total mortgage banking revenue totaled $8.2 million in 2018 compared to $9.2 million in 2017. Other non-interest income increased $6.7 million, or 15.0%, over the prior year, mainly due to gains of $6.6 million recorded on the sale of branch properties in 2018. In addition, cash sweep commissions, interest rate swap fees, and fees from sales of tax credits increased $1.6 million, $2.1 million, and $1.6 million, respectively, over 2017. These increases were partly offset by lower gains of $1.1 million on sales of leased assets to customers upon lease termination. During 2017, non-interest income increased $14.7 million, or 3.3%, to $461.3 million compared to $446.6 million in 2016. Bank card fees increased $1.1 million, or .7%, over 2016. This growth included increases of $2.2 million, or 6.6%, in net debit card fees and $2.1 million, or 2.5%, in net corporate card fees, partly offset by a decline of $3.0 million, or 12.9%, in net merchant fees. Trust fee income increased $13.4 million, or 11.0%, as a result of growth in both personal (up 10.3%) and institutional (up 11.9%) trust fees. The market value of total customer trust assets totaled $48.7 billion at year end 2017, which was an increase of 13.1% over year end 2016 balances. Deposit account fees increased $3.7 million, or 4.2%, mainly due to growth in service charges on deposits of $2.5 million, or 12.1%. In addition, overdraft fees increased $1.2 million, or 4.2%, while corporate cash management fees were flat. Capital market fees declined $2.7 million, or 25.0%, due to lower sales volumes, while consumer brokerage services revenue increased $846 thousand, or 6.1%, due to growth in advisory fees. Loan fees and sales increased $2.5 million in 2017 compared to 2016, mainly due to higher mortgage banking revenue. Other non-interest income decreased $4.1 million, or 8.5%, from 2016. This decrease was due in part to a decline in interest rate swap fees of $3.9 million due to lower origination volume. In addition, a large gain on a branch sale and a trust settlement were recorded in 2016, which did not recur in 2017. These declines were partly offset by higher gains of $1.2 million on sales of leased assets to customers upon lease termination. 25 Investment Securities Gains (Losses), Net (In thousands) 2018 2017 2016 Net gains (losses) on sales of available for sale debt securities $ (9,653) $ (9,695) $ Net gains on sales of equity securities Fair value adjustments on equity securities Adjustment for dividend income on a liquidated equity investment Donations of equity securities Net gains (losses) on sales and fair value adjustments of private equity investments Other 1,759 2,542 (8,917) — 13,849 (68) 10,643 — — 31,074 (6,332) (639) Total investment securities gains (losses), net $ (488) $ 25,051 $ 109 1,904 — — — (1,796) (270) (53) Net gains and losses on investment securities during 2018, 2017 and 2016 are shown in the table above. Included in these amounts are gains and losses arising from sales of securities from the Company’s available for sale debt portfolio, including credit- related losses on debt securities identified as other-than-temporarily impaired. Also shown are gains and losses relating to private equity investments, which are primarily held by the Parent’s majority-owned private equity subsidiaries. These include fair value adjustments, in addition to gains and losses realized upon disposition. The portions of private equity investment gains and losses that are attributable to minority interests are reported as non-controlling interest in the consolidated statements of income, and resulted in expense of $2.8 million in 2018, compared to income of $575 thousand in 2017 and expense of $573 thousand in 2016. Net securities losses of $488 thousand were recorded in 2018, which included $9.7 million in net losses realized on bond sales resulting from the Company's sale of approximately $680 million (book value) of bonds, mainly mortgage and asset-backed securities, as part of a strategy to extend the duration of the securities portfolio and improve net interest margins. Net securities losses also included $8.9 million in losses related to an adjustment for dividend income on a liquidated investment. These losses were offset by net gains totaling $13.8 million of fair value adjustments on private equity investments, in addition to fair value adjustments and net gains realized on sales of equity investments. Net securities gains of $25.1 million were recorded in 2017, which included $31.1 million in gains realized upon donation of appreciated stock and $10.6 million in net gains realized on sales of equity securities. These gains were offset by net losses of $9.7 million realized on sales of available for sale debt securities, resulting from the Company's sale of approximately $790 million of bonds, mainly mortgage and asset-backed securities. Additionally, net securities losses included $499 thousand in net losses realized on the sale of private equity investments and $5.8 million in losses related to fair value adjustments on private equity investments. Net securities losses of $53 thousand were recorded in 2016. The 2016 net loss included $1.9 million in gains realized upon dispositions of private equity investments, offset by net losses in fair value totaling $3.7 million on the Company's private equity investment portfolio. Additionally, the Company realized gains on sales of equity securities, including a $1.8 million gain resulting from the Parent's withdrawal from a private equity fund as required under the Volcker Rule investment prohibitions. 26 Non-Interest Expense (Dollars in thousands) Salaries Employee benefits Net occupancy Equipment Supplies and communication Data processing and software Marketing Deposit insurance Community service Other 2018 2017 2016 '18-'17 '17-'16 $ 396,897 $ 380,945 $ 360,840 4.2 % 5.6% % Change 71,297 46,044 18,125 20,637 85,978 20,548 11,546 2,445 64,304 67,376 45,612 18,568 22,790 80,998 16,325 13,986 34,377 63,366 66,470 46,290 19,141 24,135 79,589 16,032 13,327 3,906 59,499 5.8 .9 (2.4) (9.4) 6.1 25.9 (17.4) (92.9) 1.5 1.4 (1.5) (3.0) (5.6) 1.8 1.8 4.9 N.M. 6.5 8.0% Total non-interest expense $ 737,821 $ 744,343 $ 689,229 (.9)% Efficiency ratio Salaries and benefits as a % of total non-interest expense Number of full-time equivalent employees 55.6% 63.5% 4,795 62.2% 60.2% 4,800 61.0% 62.0% 4,784 Non-interest expense was $737.8 million in 2018, a decrease of $6.5 million, or .9%, from the previous year. Salaries and benefits expense increased $19.9 million, or 4.4%, mainly due to higher full-time salaries and medical expense. Growth in salaries expense was driven by increases in full-time salaries in information technology, consumer, wealth, commercial and other support units, while incentive compensation expense declined slightly from 2017. Full-time equivalent employees totaled 4,795 at December 31, 2018, reflecting a small decrease from 2017. Occupancy expense increased $432 thousand, or .9%, mainly due to higher rent, utilities and building services expense, while equipment expense decreased $443 thousand, or 2.4%, due to lower equipment depreciation expense. Supplies and communication expense decreased $2.2 million, or 9.4%, mainly due to lower voice and data network costs. Data processing and software expense increased $5.0 million, or 6.1%, primarily due to higher third party processing costs. Marketing expense increased $4.2 million, or 25.9%, due to new bank card initiatives and consumer marketing initiatives in 2018. Deposit insurance expense declined $2.4 million, or 17.4%, from the prior year mainly due to decreases in average assets, a lower assessment rate, and the elimination of the special FDIC surcharge in the fourth quarter of 2018. Community service costs decreased $31.9 million due to the contribution of appreciated securities to a related foundation in 2017, which did not recur in 2018. Other non-interest expense increased $938 thousand, or 1.5%, over the prior year mainly due to higher costs for professional fees (up $2.4 million) and directors fees (up $936 thousand). These increases were partly offset by lower bank card fraud losses (down $961 thousand). In 2017, non-interest expense was $744.3 million, an increase of $55.1 million, or 8.0%, over 2016. Salaries and benefits expense increased $21.0 million, or 4.9%, mainly due to higher full-time salaries, incentive compensation, and payroll taxes. Incentive compensation included the accrual of a discretionary bonus of $3.3 million in December 2017 that was paid to approximately 75% of all employees. Growth in salaries expense resulted partly from staffing additions in commercial and consumer, information technology, and other support units. Full-time equivalent employees totaled 4,800 at December 31, 2017, an increase of .3% over 2016. Occupancy expense decreased $678 thousand, mainly due to higher net rental income and lower demolition costs on a branch replacement project. Supplies and communication expense decreased by $1.3 million, or 5.6%, mainly due to reissuance costs for new chip cards distributed to customers in 2016 and lower office supplies expense. Data processing and software expense increased $1.4 million, or 1.8%, mainly due to higher online subscription services and outsourced data provider fees, partly offset by lower bank card processing costs. Equipment expense decreased by $573 thousand, or 3.0%, while deposit insurance expense was higher by $659 thousand, or 4.9%, due to higher insurance rates. Costs for marketing increased slightly compared to 2016. Community service costs increased $30.5 million due to the contribution of $32.0 million of appreciated securities to a related foundation during 2017. Other non-interest expense increased $3.9 million, or 6.5%, over 2016 mainly due to higher costs for legal and professional fees (up $1.2 million), impairment losses on surplus branch sites (up $1.2 million), and lower deferred origination costs (down $1.5 million). Income Taxes Income tax expense was $105.9 million in 2018, compared to $110.5 million in 2017 and $124.2 million in 2016. The effective tax rate, including the effect of non-controlling interest, was 19.6% in 2018 compared to 25.7% in 2017 and 31.1% in 2016. 27 Due to the enactment of new federal tax reform legislation in December 2017, federal tax rates were lowered from 35% to 21%, which lowered the Company's effective tax rate in 2018. Additionally, the Company adopted ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," on January 1, 2017, which requires all excess tax benefits (net of tax deficiencies) to be recognized as income tax expense or benefit in the income statement. The amount of excess tax benefits (net of tax deficiencies) recognized as a reduction to income tax expense totaled $4.7 million and $7.3 million in 2018 and 2017, respectively. In 2017, the Company also recorded income tax benefits of $11.8 million resulting from the contribution of appreciated securities to a charitable foundation. Financial Condition Loan Portfolio Analysis Classifications of consolidated loans by major category at December 31 for each of the past five years are shown in the table below. This portfolio consists of loans which were acquired or originated with the intent of holding to their maturity. Loans held for sale are separately discussed in a following section. A schedule of average balances invested in each loan category below appears on page 54. (In thousands) Commercial: Business Real estate — construction and land Real estate — business Personal banking: Real estate — personal Consumer Revolving home equity Consumer credit card Overdrafts Total loans 2018 2017 2016 2015 2014 Balance at December 31 $ 5,106,427 $ 4,958,554 $ 4,776,365 $ 4,397,893 $ 3,969,952 869,659 2,875,788 968,820 2,697,452 791,236 2,643,374 624,070 403,507 2,355,544 2,288,215 2,127,083 1,955,572 376,399 814,134 15,236 2,062,787 2,104,487 400,587 783,864 7,123 2,010,397 1,990,801 413,634 776,465 10,464 1,915,953 1,883,092 1,924,365 1,705,134 432,981 779,744 6,142 430,873 782,370 6,095 $ 14,140,298 $ 13,983,674 $ 13,412,736 $ 12,436,692 $ 11,469,238 The contractual maturities of business and real estate loan categories at December 31, 2018, and a breakdown of those loans between fixed rate and floating rate loans are as follows. (In thousands) Business Real estate — construction and land Real estate — business Real estate — personal Principal Payments Due In One Year or Less After One Year Through Five Years After Five Years Total $ 2,503,345 $ 2,153,729 $ 449,353 $ 5,106,427 524,674 516,579 165,134 322,426 1,750,781 510,971 22,559 608,428 1,450,978 869,659 2,875,788 2,127,083 Total business and real estate loans $ 3,709,732 $ 4,737,907 $ 2,531,318 $ 10,978,957 Business and real estate loans: Loans with fixed rates Loans with floating rates Total business and real estate loans 23.8% 76.2% 100.0% 48.4% 51.6% 100.0% 55.2% 44.8% 100.0% 41.7% 58.3% 100.0% 28 The following table shows loan balances at December 31, 2018, segregated between those with fixed interest rates and those with variable rates that fluctuate with an index. (In thousands) Business Real estate — construction and land Real estate — business Real estate — personal Consumer Revolving home equity Consumer credit card Overdrafts Total loans Fixed Rate Loans Variable Rate Loans Total % Variable Rate Loans $ 1,856,806 $ 3,249,621 $ 5,106,427 63.6% 46,693 1,224,106 1,445,600 1,373,478 7,171 61,878 15,236 822,966 1,651,682 681,483 582,094 369,228 752,256 — 869,659 2,875,788 2,127,083 1,955,572 376,399 814,134 15,236 94.6 57.4 32.0 29.8 98.1 92.4 — $ 6,030,968 $ 8,109,330 $ 14,140,298 57.3% Total loans at December 31, 2018 were $14.1 billion, an increase of $156.6 million, or 1.1%, over balances at December 31, 2017. The growth in loans during 2018 occurred in the business, business real estate, personal real estate, credit card and overdraft loan categories, while construction, consumer and revolving home equity loans declined from the prior year. Business loans increased $147.9 million, or 3.0%, reflecting growth in commercial and industrial loans, while commercial card and tax-advantaged lending declined. Business real estate loans increased $178.3 million, or 6.6%, due to the improved loan demand and the transfer of certain outstanding construction loans into this category. Construction loans decreased $99.2 million, or 10.2% mainly due to pay downs on certain completed projects and transfers to the business real estate loan category. Personal real estate loans increased $64.3 million, or 3.1%, on origination growth and demand for adjustable rate mortgages, which are retained on the balance sheet. The Company sells certain long-term fixed rate mortgage loans to the secondary market, and loan sales in 2018 totaled $193.5 million, compared to $199.8 million in 2017. Consumer loans decreased $148.9 million, or 7.1%, due to declines in automobile, fixed rate home equity and other consumer loans, along with continued run off of marine and recreational vehicle loan balances. Consumer credit card loans increased $30.3 million, or 3.9%, as a result of new account activity, while revolving home equity loan balances declined $24.2 million compared to balances at year end 2017. The Company currently holds approximately 30% of its loan portfolio in the Kansas City market, 29% in the St. Louis market, and 41% in other regional markets. The portfolio is diversified from a business and retail standpoint, with 63% in loans to businesses and 37% in loans to consumers. The Company believes a diversified approach to loan portfolio management, strong underwriting criteria and an aversion toward credit concentrations, from an industry, geographic and product perspective, have contributed to low levels of problem loans and loan losses experienced over the last several years. The Company participates in credits of large, publicly traded companies which are defined by regulation as shared national credits, or SNCs. Regulations define SNCs as loans exceeding $100 million that are shared by three or more financial institutions. The Company typically participates in these loans when business operations are maintained in the local communities or regional markets and opportunities to provide other banking services are present. At December 31, 2018, the balance of SNC loans totaled approximately $830.2 million, with an additional $1.3 billion in unfunded commitments. Commercial Loans Business Total business loans amounted to $5.1 billion at December 31, 2018 and include loans used mainly to fund customer accounts receivable, inventories, and capital expenditures. The business loan portfolio includes tax-advantaged loans and leases which carry tax free interest rates. These loans totaled $902.5 million at December 31, 2018, a decline of $32.6 million, or 3.5%, from December 31, 2017 balances. The business loan portfolio also includes direct financing and sales type leases totaling $557.3 million, which are used by commercial customers to finance capital purchases ranging from computer equipment to office and transportation equipment. These leases increased $25.8 million, or 4.9%, over 2017. The Company has outstanding energy-related loans totaling $143.8 million at December 31, 2018, which are further discussed on page 38. Also included in the business portfolio are corporate card loans, which totaled $297.0 million at December 31, 2018 and are made in conjunction with the Company’s corporate card business for corporate trade purchases. Corporate card loans are made to corporate, non-profit and government customers nationwide, but have very short-term maturities, which limit risk. Business loans, excluding corporate card loans, are made primarily to customers in the regional trade area of the Company, generally the central Midwest, encompassing the states of Missouri, Kansas, Illinois, and nearby Midwestern markets, including 29 Iowa, Oklahoma, Colorado, Texas and Ohio. This portfolio is diversified from an industry standpoint and includes businesses engaged in manufacturing, wholesaling, retailing, agribusiness, insurance, financial services, public utilities, health care, and other service businesses. Emphasis is upon middle-market and community businesses with known local management and financial stability. Consistent with management’s strategy and emphasis upon relationship banking, most borrowing customers also maintain deposit accounts and utilize other banking services. Net loan charge-offs in this category totaled $2.1 million in 2018 (mainly representing a charge-off on one larger loan placed on non-accrual late in the year), compared to net loan charge-offs of $1.4 million recorded in 2017. Non-accrual business loans were $9.0 million (.2% of business loans) at December 31, 2018 compared to $5.9 million at December 31, 2017. Real Estate-Construction and Land The portfolio of loans in this category amounted to $869.7 million at December 31, 2018, which was a decrease of $99.2 million, or 10.2%, from the prior year and comprised 6.2% of the Company’s total loan portfolio. Commercial construction and land development loans totaled $664.6 million, or 76.4% of total construction loans at December 31, 2018. These loans decreased $101.3 million from 2017 year end balances; driving the decline in the total construction portfolio. Commercial construction loans are made during the construction phase for small and medium-sized office and medical buildings, manufacturing and warehouse facilities, apartment complexes, shopping centers, hotels and motels, and other commercial properties. Commercial land development loans relate to land owned or developed for use in conjunction with business properties. Residential construction and land development loans at December 31, 2018 totaled $205.1 million, or 23.6% of total construction loans. A stable construction market has contributed to improved loss trends, with net loan recoveries of $635 thousand and $1.2 million recorded in 2018 and 2017, respectively. Real Estate-Business Total business real estate loans were $2.9 billion at December 31, 2018 and comprised 20.3% of the Company’s total loan portfolio. This category includes mortgage loans for small and medium-sized office and medical buildings, manufacturing and warehouse facilities, shopping centers, hotels and motels, churches, and other commercial properties. The business real estate borrowers and/or properties are generally located in local and regional markets where Commerce does business, and emphasis is placed on owner-occupied lending (36.1% of this portfolio), which presents lower risk levels. Additional information about business real estate loans by borrower is presented on page 36. At December 31, 2018, non-accrual balances amounted to $1.7 million, or .1% of business real estate loans, down from $2.7 million at year end 2017. The Company experienced net loan recoveries of $378 thousand in 2018, compared to net loan recoveries of $203 thousand in 2017. Personal Banking Loans Real Estate-Personal At December 31, 2018, there were $2.1 billion in outstanding personal real estate loans, which comprised 15.0% of the Company’s total loan portfolio. The mortgage loans in this category are mainly for owner-occupied residential properties. The Company originates both adjustable and fixed rate mortgage loans, and at December 31, 2018, 32% of the portfolio was comprised of adjustable rate loans, while 68% was comprised of fixed rate loans. The Company does not purchase any loans from outside parties or brokers, and has never maintained or promoted subprime or reduced-document products. Levels of mortgage loan origination activity increased slightly in 2018, with originations of $563.0 million in 2018 compared with $560.8 million in 2017. Net loans retained by the Company increased $64.3 million, driven by increased demand for adjustable rate mortgage loans, which the Company retains, while loans sold to the secondary market decreased $6.3 million. The loan sales were made under a 2015 initiative to originate and sell certain long term fixed rate loans, resulting in sales of $199.8 million in 2017 and $193.5 million in 2018. The Company has experienced lower loan losses in this category than many others in the industry and believes this is partly because of its conservative underwriting culture, stable markets, and the fact that it does not offer subprime lending products or purchase loans from brokers. Net loan recoveries for 2018 amounted to $335 thousand, compared to net loan recoveries of $305 thousand in the previous year. The non-accrual balances of loans in this category decreased to $1.8 million at December 31, 2018, compared to $2.5 million at year end 2017. Consumer Consumer loans consist of private banking, automobile, motorcycle, marine, tractor/trailer, recreational vehicle (RV), fixed rate home equity, patient health care financing and other types of consumer loans. These loans totaled $2.0 billion at year end 2018. Approximately 47% of the consumer portfolio consists of automobile loans, 20% in private banking loans, 5% in motorcycle loans, 14% in fixed rate home equity loans, 9% in heathcare financing loans and 3% in marine and RV loans. Total consumer loans decreased $148.9 million at year end in 2018 compared to year end 2017. Declines of $99.4 million in automobile loan originations, $28.5 million in fixed rate home equity loans, $20.9 million in marine and RV loans and $42.2 million in motorcycle loans were partly offset by growth of $25.3 million in patient health care financing and $12.4 million in private banking loans. 30 Also, auto loans totaling $25.9 million were sold to another institution this year. Net charge-offs on total consumer loans were $9.3 million in 2018, compared to $10.0 million in 2017, averaging .5% of consumer loans in both years. Consumer loan net charge-offs included marine and RV loan net charge-offs of $710 thousand, which were 1.2% of average marine and RV loans in 2018, compared to 1.4% in 2017. Revolving Home Equity Revolving home equity loans, of which 98% are adjustable rate loans, totaled $376.4 million at year end 2018. An additional $709.4 million was available in unused lines of credit, which can be drawn at the discretion of the borrower. Home equity loans are secured mainly by second mortgages (and less frequently, first mortgages) on residential property of the borrower. The underwriting terms for the home equity line product permit borrowing availability, in the aggregate, generally up to 80% or 90% of the appraised value of the collateral property at the time of origination. Net charge-offs totaled $55 thousand in 2018, compared to $185 thousand in 2017. Consumer Credit Card Total consumer credit card loans amounted to $814.1 million at December 31, 2018 and comprised 5.8% of the Company’s total loan portfolio. The credit card portfolio is concentrated within regional markets served by the Company. The Company offers a variety of credit card products, including affinity cards, rewards cards, and standard and premium credit cards, and emphasizes its credit card relationship product, Special Connections. Approximately 41% of the households that own a Commerce credit card product also maintain a deposit relationship with the subsidiary bank. At December 31, 2018, approximately 92% of the outstanding credit card loan balances had a floating interest rate, compared to 91% in the prior year. Net charge-offs amounted to $30.6 million in 2018, an increase of $325 thousand over $30.3 million in 2017. Loans Held for Sale At December 31, 2018, loans held for sale were comprised of certain long-term fixed rate personal real estate loans and loans extended to students while attending colleges and universities. The personal real estate loans are carried at fair value and totaled $13.5 million at December 31, 2018. The student loans, carried at the lower of cost or fair value, totaled $7.2 million at December 31, 2018. Both of these portfolios are further discussed in Note 2 to the consolidated financial statements. Allowance for Loan Losses The Company has an established process to determine the amount of the allowance for loan losses which assesses the risks and losses inherent in its portfolio. This process provides an allowance consisting of a specific allowance component based on certain individually evaluated loans and a general component based on estimates of reserves needed for pools of loans. Loans subject to individual evaluation generally consist of business, construction, business real estate and personal real estate loans on non-accrual status, and include troubled debt restructurings that are on non-accrual status. These non-accrual loans are evaluated individually for impairment based on factors such as payment history, borrower financial condition and collateral. For collateral dependent loans, appraisals of collateral (including exit costs) are normally obtained annually but discounted based on date last received and market conditions. From these evaluations of expected cash flows and collateral values, specific allowances are determined. Loans which are not individually evaluated are segregated by loan type and sub-type and are collectively evaluated. These loans include commercial loans (business, construction and business real estate) which have been graded pass, special mention, or substandard, and also includes all personal banking loans except personal real estate loans on non-accrual status. Collectively- evaluated loans include certain troubled debt restructurings with similar risk characteristics. Allowances for both personal banking and commercial loans use methods which consider historical and current loss trends, loss emergence periods, delinquencies, industry concentrations and unique risks. Economic conditions throughout the Company's market place, as monitored by Company credit officers, are also considered in the allowance determination process. The Company’s estimate of the allowance for loan losses and the corresponding provision for loan losses rest upon various judgments and assumptions made by management. In addition to past loan loss experience, various qualitative factors are considered, such as current loan portfolio composition and characteristics, trends in delinquencies, portfolio risk ratings, levels of non-performing assets, credit concentrations, collateral values, and prevailing regional and national economic conditions. The Company has internal credit administration and loan review staff that continuously review loan quality and report the results of their reviews and examinations to the Company’s senior management and Board of Directors. Such reviews also assist management in establishing the level of the allowance. In using this process and the information available, management must consider various assumptions and exercise considerable judgment to determine the overall level of the allowance for loan losses. Because of these subjective factors, actual outcomes of inherent losses can differ from original estimates. The Company’s subsidiary bank continues 31 to be subject to examination by several regulatory agencies, and examinations are conducted throughout the year, targeting various segments of the loan portfolio for review. Refer to Note 1 to the consolidated financial statements for additional discussion on the allowance and charge-off policies. At December 31, 2018, the allowance for loan losses was $159.9 million, compared to $159.5 million at December 31, 2017. The percentage of allowance to loans decreased slightly to 1.13% at December 31, 2018 compared to 1.14% at year end 2017. Total loans delinquent 90 days or more and still accruing were $16.7 million at December 31, 2018, a decrease of $1.5 million compared to year end 2017, mainly driven by a $2.2 million decrease in personal real estate loans delinquent 90 days or more, partly offset by an increase of $1.5 million in consumer credit card loan delinquencies. Non-accrual loans at December 31, 2018 were $12.5 million, an increase of $553 thousand over the prior year, mainly due to an increase in business non-accrual loans of $3.0 million. This increase was partially offset by decreases in business real estate and consumer non-accrual loans of $1.0 million and $834 thousand, respectively. The 2018 year end balance of non-accrual loans was comprised of $9.0 million of business loans, $1.7 million of business real estate loans and $1.8 million of personal real estate loans. Net loan charge-offs totaled $42.3 million in 2018, representing a $650 thousand increase compared to net charge-offs of $41.6 million in 2017. The increase was largely due to higher business loan net charge-offs of $724 thousand and was mainly the result of a charge-off recorded on one larger loan, which was subsequently placed on non-accrual. In addition, consumer credit card loan net charge-offs increased $325 thousand, while net recoveries on construction loans declined $556 thousand. Partly offsetting these increases in net charge-offs were lower net loan charge-offs of $693 thousand on consumer loans. Consumer credit card net charge-offs were 3.98% of average consumer credit card loans in 2018 compared to 4.07% in 2017. Consumer credit card loan net charge-offs as a percentage of total net charge-offs decreased to 72.3% in 2018 compared to 72.6% in 2017. Consumer loan net charge-offs were .46% of average consumer loans in 2018, compared to .49% in 2017, and represented 22.0% of total net loan charge-offs in 2018. The ratio of net charge-offs to total average loans outstanding in 2018 was .30%, compared to .31% in 2017 and .25% in 2016. The provision for loan losses in 2018 was $42.7 million, compared to provisions of $45.2 million in 2017 and $36.3 million in 2016. The Company considers the allowance for loan losses of $159.9 million adequate to cover losses inherent in the loan portfolio at December 31, 2018. 32 The schedules which follow summarize the relationship between loan balances and activity in the allowance for loan losses: (Dollars in thousands) Loans outstanding at end of year(A) Average loans outstanding(A) Allowance for loan losses: Balance at beginning of year Additions to allowance through charges to expense Loans charged off: Business Real estate — construction and land Real estate — business Real estate — personal Consumer Revolving home equity Consumer credit card Overdrafts Total loans charged off Recoveries of loans previously charged off: Business Real estate — construction and land Real estate — business Real estate — personal Consumer Revolving home equity Consumer credit card Overdrafts Total recoveries Net loans charged off Balance at end of year $ $ $ 2018 14,140,298 13,926,079 159,532 42,694 $ $ $ Years Ended December 31 2017 2016 2015 2014 13,983,674 13,611,699 $ $ 13,412,736 12,927,778 $ $ 12,436,692 11,869,276 $ $ 11,469,238 11,260,233 155,932 $ 151,532 $ 156,532 $ 45,244 36,318 28,727 161,532 29,531 3,144 20 176 12,897 357 36,931 2,296 55,821 1,042 635 398 511 3,611 302 6,353 675 13,527 42,294 2,410 1 127 417 13,415 488 36,114 2,207 55,179 1,032 1,192 330 722 3,436 303 5,861 659 13,535 41,644 2,549 515 194 556 12,711 860 31,616 1,977 50,978 1,933 4,227 1,475 562 3,664 375 6,186 638 19,060 31,918 2,295 499 1,263 1,037 11,708 722 31,326 2,200 51,050 2,683 1,761 1,396 596 3,430 320 6,287 850 17,323 33,727 2,646 794 1,108 844 12,214 783 32,424 1,960 52,773 2,181 2,323 681 317 3,409 743 7,702 886 18,242 34,531 $ 159,932 $ 159,532 $ 155,932 $ 151,532 $ 156,532 Ratio of allowance to loans at end of year Ratio of provision to average loans outstanding 1.13% .31% 1.14% .33% 1.16% .28% 1.22% .24% 1.36% .26% (A) Net of unearned income, before deducting allowance for loan losses, excluding loans held for sale. Ratio of net charge-offs (recoveries) to average loans outstanding, by loan category: Business Real estate — construction and land Real estate — business Real estate — personal Consumer Revolving home equity Consumer credit card Overdrafts Years Ended December 31 2018 2017 2016 2015 2014 .04% .03% .01% (.01)% (.07) (.01) (.02) .46 .01 3.98 33.93 (.14) (.01) (.02) .49 .05 4.07 33.71 (.48) (.05) — .46 .12 3.39 28.42 (.26) (.01) .02 .45 .09 3.35 24.93 .01% (.37) .02 .03 .54 .01 3.28 21.97 Ratio of total net charge-offs to total average loans outstanding .30% .31% .25% .28 % .31% 33 The following schedule provides a breakdown of the allowance for loan losses by loan category and the percentage of each loan category to total loans outstanding at year end. (Dollars in thousands) 2018 2017 2016 2015 2014 Loan Loss Allowance Allocation % of Loans to Total Loans Loan Loss Allowance Allocation % of Loans to Total Loans Loan Loss Allowance Allocation % of Loans to Total Loans Loan Loss Allowance Allocation % of Loans to Total Loans Loan Loss Allowance Allocation % of Loans to Total Loans Business $ 42,890 36.1% $ 44,462 35.4% $ 43,910 35.6% $ 43,617 35.4% $ 40,881 34.6% RE — construction and land RE — business RE — personal Consumer Revolving home equity Consumer credit card Overdrafts Total 22,515 27,717 3,250 18,007 825 43,755 973 $ 159,932 6.2 20.3 15.0 13.8 2.7 5.8 24,432 24,810 4,201 19,509 1,189 40,052 .1 877 100.0% $ 159,532 6.9 19.3 14.8 15.0 2.9 5.6 .1 21,841 25,610 4,110 18,935 1,164 39,530 832 5.9 19.7 15.0 14.8 3.1 5.8 .1 16,312 22,157 6,680 21,717 1,393 38,764 892 5.0 18.9 15.4 15.5 3.5 6.3 — 13,584 35,157 7,343 16,822 2,472 39,541 732 3.5 20.0 16.4 14.9 3.7 6.8 .1 100.0% $ 155,932 100.0% $ 151,532 100.0% $ 156,532 100.0% Risk Elements of Loan Portfolio Management reviews the loan portfolio continuously for evidence of problem loans. During the ordinary course of business, management becomes aware of borrowers that may not be able to meet the contractual requirements of loan agreements. Such loans are placed under close supervision with consideration given to placing the loan on non-accrual status, the need for an additional allowance for loan loss, and (if appropriate) partial or full loan charge-off. Loans are placed on non-accrual status when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment. After a loan is placed on non-accrual status, any interest previously accrued but not yet collected is reversed against current income. Interest is included in income only as received and only after all previous loan charge-offs have been recovered, so long as management is satisfied there is no impairment of collateral values. The loan is returned to accrual status only when the borrower has brought all past due principal and interest payments current, and, in the opinion of management, the borrower has demonstrated the ability to make future payments of principal and interest as scheduled. Loans that are 90 days past due as to principal and/or interest payments are generally placed on non-accrual, unless they are both well-secured and in the process of collection, or they are comprised of those personal banking loans that are exempt under regulatory rules from being classified as non-accrual. Consumer installment loans and related accrued interest are normally charged down to the fair value of related collateral (or are charged off in full if no collateral) once the loans are more than 120 days delinquent. Credit card loans and the related accrued interest are charged off when the receivable is more than 180 days past due. The following schedule shows non-performing assets and loans past due 90 days and still accruing interest. (Dollars in thousands) Total non-accrual loans Real estate acquired in foreclosure Total non-performing assets Non-performing assets as a percentage of total loans Non-performing assets as a percentage of total assets Loans past due 90 days and still accruing interest December 31 2018 $ 12,536 1,413 $ 13,949 2017 11,983 681 12,664 $ $ 2016 14,283 366 14,649 2015 26,575 2,819 29,394 2014 40,775 5,476 46,251 $ $ $ $ $ $ .10% .05% .09% .05% .11% .06% .24% .12% .40% .19% $ 16,658 $ 18,127 $ 16,396 $ 16,467 $ 13,658 The table below shows the effect on interest income in 2018 of loans on non-accrual status at year end. (In thousands) Gross amount of interest that would have been recorded at original rate Interest that was reflected in income Interest income not recognized $ $ 1,339 392 947 Non-accrual loans, which are also classified as impaired, totaled $12.5 million at year end 2018, an increase of $553 thousand from the balance at year end 2017. The increase from December 31, 2017 occurred mainly in business loans, which increased $3.0 million but was partially offset by decreases in business real estate, consumer, and personal real estate non-accrual loans. At December 31, 2018, non-accrual loans were comprised primarily of business (71.7%), personal real estate (14.6%), and business real estate (13.7%) loans. Foreclosed real estate totaled $1.4 million at December 31, 2018, an increase of $732 thousand when compared to December 31, 2017. Total non-performing assets remain low compared to the overall banking industry in 2018, with 34 the non-performing loans to total loans ratio at .10% at December 31, 2018. Total loans past due 90 days or more and still accruing interest were $16.7 million as of December 31, 2018, a decrease of $1.5 million when compared to December 31, 2017. Balances by class for non-accrual loans and loans past due 90 days and still accruing interest are shown in the "Delinquent and non-accrual loans" section of Note 2 to the consolidated financial statements. In addition to the non-performing and past due loans mentioned above, the Company also has identified loans for which management has concerns about the ability of the borrowers to meet existing repayment terms. They are classified as substandard under the Company’s internal rating system. The loans are generally secured by either real estate or other borrower assets, reducing the potential for loss should they become non-performing. Although these loans are generally identified as potential problem loans, they may never become non-performing. Such loans totaled $145.7 million at December 31, 2018, compared with $213.4 million at December 31, 2017, resulting in a decrease of $67.7 million. The decrease in potential problem loans was seen in all loan classes but was largely driven by a $55.4 million decline in business loans, mainly due to loans paying off and the upgrade of certain large commercial and industrial and lease loans. (In thousands) Potential problem loans: Business Real estate – construction and land Real estate – business Real estate – personal Total potential problem loans December 31 2018 2017 $ $ $ 98,009 1,211 44,854 1,586 145,660 $ 153,417 2,702 51,134 6,121 213,374 At December 31, 2018, the Company had $75.8 million of loans whose terms have been modified or restructured under a troubled debt restructuring. These loans have been extended to borrowers who are experiencing financial difficulty and who have been granted a concession, as defined by accounting guidance, and are further discussed in the "Troubled debt restructurings" section in Note 2 to the consolidated financial statements. This balance includes certain commercial loans totaling $50.9 million which are classified as substandard and included in the table above because of this classification. Loans with Special Risk Characteristics Management relies primarily on an internal risk rating system, in addition to delinquency status, to assess risk in the loan portfolio, and these statistics are presented in Note 2 to the consolidated financial statements. However, certain types of loans are considered at high risk of loss due to their terms, location, or special conditions. Construction and land loans and business real estate loans are subject to higher risk because of the impact that volatile interest rates and a changing economy can have on real estate value, and because of the potential volatility of the real estate industry. Certain personal real estate products (residential first mortgages and home equity loans) have contractual features that could increase credit exposure in a market of declining real estate prices, when interest rates are steadily increasing, or when a geographic area experiences an economic downturn. For these personal real estate loans, higher risks could exist when 1) loan terms require a minimum monthly payment that covers only interest, or 2) loan-to-collateral value (LTV) ratios at origination are above 80%, with no private mortgage insurance. Information presented below for personal real estate and home equity loans is based on LTV ratios which were calculated with valuations at loan origination date. The Company does not attempt to obtain updated appraisals or valuations unless the loans become significantly delinquent or are in the process of being foreclosed upon. For credit monitoring purposes, the Company analyzes delinquency information and current FICO scores. For home equity loans, the line utilization is also analyzed. This has remained an effective means of evaluating credit trends and identifying problem loans, partly because the Company offers standard, conservative lending products. 35 Real Estate - Construction and Land Loans The Company’s portfolio of construction loans, as shown in the table below, amounted to 6.2% of total loans outstanding at December 31, 2018. The largest component of construction and land loans was commercial construction, which decreased $98.0 million during the year ended December 31, 2018. At December 31, 2018, multi-family residential construction loans totaled approximately $146.6 million, or 23.5%, of the commercial construction loan portfolio. December 31, 2018 % of Total % of Total Loans December 31, 2017 % of Total % of Total Loans $ 81,740 123,369 45,180 619,370 9.4% 14.2 5.2 71.2 .6% $ .9 .3 4.4 81,859 121,138 48,474 717,349 8.5% 12.5 5.0 74.0 $ 869,659 100.0% 6.2% $ 968,820 100.0% .6% .9 .3 5.1 6.9% (Dollars in thousands) Residential land and land development Residential construction Commercial land and land development Commercial construction Total real estate – construction and land loans Real Estate – Business Loans Total business real estate loans were $2.9 billion at December 31, 2018 and comprised 20.3% of the Company’s total loan portfolio. These loans include properties such as manufacturing and warehouse buildings, small office and medical buildings, churches, hotels and motels, shopping centers, and other commercial properties. Approximately 36.1% of these loans were for owner-occupied real estate properties, which present lower risk profiles. (Dollars in thousands) Owner-occupied Multi-family Office Retail Hotels Farm Industrial Other Total real estate - business loans Real Estate - Personal Loans December 31, 2018 % of Total % of Total Loans December 31, 2017 % of Total % of Total Loans $ 1,038,589 36.1% 7.3% $ 1,010,786 37.5% 7.2% 408,151 356,733 307,915 209,693 160,935 109,391 284,381 14.2 12.4 10.7 7.3 5.6 3.8 9.9 2.9 2.5 2.2 1.5 1.1 .8 2.0 298,605 373,301 338,937 181,704 161,972 73,078 259,069 11.1 13.8 12.6 6.7 6.0 2.7 9.6 2.1 2.7 2.4 1.3 1.2 .5 1.9 $ 2,875,788 100.0% 20.3% $ 2,697,452 100.0% 19.3% The Company’s $2.1 billion personal real estate loan portfolio is composed mainly of residential first mortgage real estate loans. The majority of this portfolio is comprised of approximately $1.9 billion of loans made to the retail customer base and includes both adjustable rate and fixed rate mortgage loans. As shown in Note 2 to the consolidated financial statements, 2.9% of this portfolio has FICO scores of less than 660, and delinquency levels have been low. Loans of approximately $31.6 million in this personal real estate portfolio were structured with interest only payments. Interest only loans are typically made to high net-worth borrowers and generally have low LTV ratios at origination or have additional collateral pledged to secure the loan. Therefore, they are not perceived to represent above normal credit risk. Loans originated with interest only payments were not made to "qualify" the borrower for a lower payment amount. A small portion of the total portfolio is comprised of personal real estate loans made to individuals employed by commercial customers which totaled $201.7 million at December 31, 2018. 36 The following table presents information about the retail-based personal real estate loan portfolio for 2018 and 2017. (Dollars in thousands) Loans with interest only payments Loans with no insurance and LTV: Between 80% and 90% Between 90% and 95% Over 95% Over 80% LTV with no insurance Total loan portfolio from which above loans were identified Revolving Home Equity Loans 2018 2017 Principal Outstanding at December 31 $ 31,613 % of Loan Portfolio Principal Outstanding at December 31 % of Loan Portfolio 1.6% $ 29,919 1.6% 111,164 30,595 46,624 188,383 1,947,202 5.7 1.6 2.4 9.7 110,272 28,774 44,529 183,575 1,855,779 5.9 1.6 2.4 9.9 The Company also has revolving home equity loans that are generally collateralized by residential real estate. Most of these loans (91.7%) are written with terms requiring interest only monthly payments. These loans are offered in three main product lines: LTV up to 80%, 80% to 90%, and 90% to 100%. As shown in the following tables, the percentage of loans with LTV ratios greater than 80% has remained a small segment of this portfolio, and delinquencies have been low and stable. The weighted average FICO score for the total current portfolio balance is 793. At maturity, the accounts are re-underwritten and if they qualify under the Company's credit, collateral and capacity policies, the borrower is given the option to renew the line of credit or to convert the outstanding balance to an amortizing loan. If criteria are not met, amortization is required, or the borrower may pay off the loan. Over the next three years, approximately 9% of the Company's current outstanding balances are expected to mature. Of these balances, 89% have a FICO score above 700. The Company does not expect a significant increase in losses as these loans mature, due to their high FICO scores, low LTVs, and low historical loss levels. (Dollars in thousands) Loans with interest only payments Loans with LTV: Between 80% and 90% Over 90% Over 80% LTV Total loan portfolio from which above loans were identified Principal Outstanding at December 31, 2018 345,302 $ New Lines Originated * During 2018 91.7% $198,875 * 52.8% Unused Portion of Available Lines at December 31, 2018 $692,293 Balances Over 30 Days Past Due $1,274 * 183.9% 40,327 4,785 45,112 10.7 1.3 12.0 19,608 675 20,283 5.2 .2 5.4 38,960 4,176 43,136 10.4 1.1 11.5 375 56 431 376,399 209,569 725,733 * Percentage of total principal outstanding of $376.4 million at December 31, 2018. (Dollars in thousands) Loans with interest only payments Loans with LTV: Between 80% and 90% Over 90% Over 80% LTV Total loan portfolio from which above loans were identified Principal Outstanding at December 31, 2017 369,846 $ New Lines Originated * During 2017 92.3% $160,111 * 40.0% Unused Portion of Available Lines at December 31, 2017 $680,826 Balances Over 30 Days Past Due $2,977 * 170.0% 43,493 7,849 51,342 10.9 1.9 12.8 19,537 — 19,537 4.9 — 4.9 40,750 5,452 46,202 10.2 1.3 11.5 514 85 599 400,587 172,511 713,934 * Percentage of total principal outstanding of $400.6 million at December 31, 2017. * .3% .1 — .1 * .7% .1 — .1 37 Other Consumer Loans Within the consumer loan portfolio are several direct and indirect product lines comprised mainly of loans secured by automobiles, motorcycles, marine, and RVs. Outstanding balances for auto loans were $910.5 million and $1.0 billion at December 31, 2018 and 2017, respectively. The balances over 30 days past due amounted to $17.8 million at December 31, 2018, compared to $18.4 million at the end of 2017, and comprised 2.0% of the outstanding balances of these loans at December 31, 2018 compared to 1.8% at December 31, 2017. For the year ended December 31, 2018, $365.0 million of new auto loans were originated, compared to $464.3 million during 2017. At December 31, 2018, the automobile loan portfolio had a weighted average FICO score of 757. Outstanding balances for motorcycle loans were $89.4 million at December 31, 2018, compared to $129.5 million at December 31, 2017. The balances over 30 days past due amounted to $2.1 million and $2.5 million at December 31, 2018 and 2017, respectively, and comprised 2.4% of the outstanding balances of these loans at December 31, 2018, compared to 1.9% at December 31, 2017. For the year ended December 31, 2018, $15.0 million of new motorcycle loans were originated, compared to $55.3 million during 2017. Marine and RV loan production has been significantly curtailed since 2008 with few new originations. While loss rates have remained low over the last five years, the loss ratios experienced for marine and RV loans in 2017 increased over the prior year and have been higher than for other consumer loan products, at 1.2% and 1.4% in 2018 and 2017, respectively. Balances over 30 days past due for marine and RV loans increased $1.6 million at year end 2018 compared to 2017. The table below provides the total outstanding principal and other data for this group of direct and indirect lending products at December 31, 2018 and 2017. (In thousands) Automobiles Motorcycles Marine RV Total Principal Outstanding at December 31 2018 New Loans Originated Balances Over 30 Days Past Due Principal Outstanding at December 31 2017 New Loans Originated Balances Over 30 Days Past Due $ 910,478 $ 364,955 $ 17,790 $ 1,009,880 $ 464,253 $ 18,396 89,443 13,003 37,914 14,992 1,603 1,276 2,109 647 1,887 129,530 17,776 54,070 55,253 997 29 2,496 846 109 $ 1,050,838 $ 382,826 $ 22,433 $ 1,211,256 $ 520,532 $ 21,847 Additionally, the Company offers low promotional rates on selected consumer credit card products. Out of a portfolio at December 31, 2018 of $814.1 million in consumer credit card loans outstanding, approximately $188.7 million, or 23.2%, carried a low promotional rate. Within the next six months, $74.3 million of these loans are scheduled to convert to the ongoing higher contractual rate. To mitigate some of the risk involved with this credit card product, the Company performs credit checks and detailed analysis of the customer borrowing profile before approving the loan application. Management believes that the risks in the consumer loan portfolio are reasonable and the anticipated loss ratios are within acceptable parameters. Energy Lending The Company's energy lending portfolio was comprised of lending to the petroleum and natural gas sectors and totaled $143.8 million at December 31, 2018, an increase of $9.3 million from year end 2017, as shown in the table below. (In thousands) Extraction Downstream distribution and refining Mid-stream shipping and storage Support activities Total energy lending portfolio $ December 31, 2018 114,152 $ 17,300 3,483 8,892 143,827 $ $ December 31, 2017 86,040 25,329 9,310 13,811 134,490 Unfunded commitments at December 31, 2018 70,155 $ 19,358 57,047 14,898 161,458 $ 38 Investment Securities Analysis Investment securities are comprised of securities which are classified as available for sale, equity, trading or other. The largest component, available for sale debt securities, decreased 1.3% during 2018 to $8.6 billion (excluding unrealized gains/losses in fair value) at year end 2018. During 2018, debt securities of $2.1 billion were purchased, which included $526.1 million in U.S. government securities, $707.5 million in agency mortgage-backed securities, $320.9 million in non-agency mortgage-based securities, and $418.2 million in asset-backed securities. Total sales, maturities and pay downs were $2.2 billion during 2018. During 2019, maturities and pay downs of approximately $1.0 billion are expected to occur. The average tax equivalent yield earned on total investment securities was 2.84% in 2018 and 2.51% in 2017. At December 31, 2018, the fair value of available for sale securities was $8.5 billion, which included a net unrealized loss in fair value of $64.6 million, compared to a net unrealized gain of $10.0 million at December 31, 2017. The overall unrealized loss in fair value at December 31, 2018 included net gains of $5.3 million in state and municipal securities, offset by net losses of $51.9 million in mortgage and asset-backed securities. The portfolio also included unrealized net losses of $6.8 million, $3.7 million, and $7.3 million on U.S. government and federal agency obligations, government-sponsored enterprise obligations, and other debt securities, respectively. Available for sale investment securities at year end for the past two years are shown below: (In thousands) Amortized Cost U.S. government and federal agency obligations Government-sponsored enterprise obligations State and municipal obligations Agency mortgage-backed securities Non-agency mortgage-backed securities Asset-backed securities Other debt securities Total available for sale debt securities Fair Value U.S. government and federal agency obligations Government-sponsored enterprise obligations State and municipal obligations Agency mortgage-backed securities Non-agency mortgage-backed securities Asset-backed securities Other debt securities Total available for sale debt securities December 31 2018 2017 $ 914,486 $ 199,470 1,322,785 3,253,433 1,053,854 1,518,976 339,595 917,494 408,266 1,592,707 3,046,701 903,920 1,495,380 350,988 $ $ 8,602,599 $ 8,715,456 907,652 $ 195,778 1,328,039 3,214,985 1,047,716 1,511,614 332,257 917,147 406,363 1,611,366 3,040,913 905,793 1,492,800 351,060 $ 8,538,041 $ 8,725,442 At December 31, 2018, the available for sale portfolio included $3.2 billion of agency mortgage-backed securities, which are collateralized bonds issued by agencies including FNMA, GNMA, FHLMC, FHLB, Federal Farm Credit Banks and FDIC. Non- agency mortgage-backed securities totaled $1.0 billion and included $714.4 million collateralized by commercial mortgages and $333.3 million collateralized by residential mortgages at December 31, 2018. Certain non-agency mortgage-backed securities are other-than-temporarily impaired, and the processes for determining impairment and the related losses are discussed in Note 3 to the consolidated financial statements. At December 31, 2018, U.S. government obligations included TIPS of $434.4 million, at fair value. Other debt securities include corporate bonds, notes and commercial paper. 39 The types of securities held in the available for sale security portfolio at year end 2018 are presented in the table below. Additional detail by maturity category is provided in Note 3 to the consolidated financial statements. Available for sale debt securities: U.S. government and federal agency obligations Government-sponsored enterprise obligations State and municipal obligations Agency mortgage-backed securities Non-agency mortgage-backed securities Asset-backed securities Other debt securities *Based on call provisions and estimated prepayment speeds. December 31, 2018 Percent of Total Debt Securities Weighted Average Yield Estimated Average Maturity* 10.6% 1.63% 5.0 years 2.3 15.5 37.7 12.3 17.7 3.9 2.32 2.50 2.85 2.85 2.62 2.65 4.9 5.2 4.6 3.1 2.8 3.8 Equity securities include common and preferred stock with readily determinable fair values that totaled $2.6 million at December 31, 2018, compared to $48.8 million at December 31, 2017. The decrease is due to a third party merger transaction in June 2018, in which the majority of these securities were redeemed for cash of $39.9 million. Other securities totaled $129.2 million at December 31, 2018 and $99.0 million at December 31, 2017. These include Federal Reserve Bank stock and Federal Home Loan Bank (Des Moines) stock held by the bank subsidiary in accordance with debt and regulatory requirements. These are restricted securities and are carried at cost. Also included are private equity investments which are held by a subsidiary qualified as a Small Business Investment Company. These investments are carried at estimated fair value, but are not readily marketable. While the nature of these investments carries a higher degree of risk than the normal lending portfolio, this risk is mitigated by the overall size of the investments and oversight provided by management, and management believes the potential for long-term gains in these investments outweighs the potential risks. Other securities at year end for the past two years are shown below: (In thousands) Federal Reserve Bank stock Federal Home Loan Bank stock Private equity investments in debt securities Private equity investments in equity securities Total other securities December 31 2018 2017 $ $ 33,498 $ 10,000 39,831 45,828 129,157 $ 33,253 10,000 31,734 24,018 99,005 In addition to its holdings in the investment securities portfolio, the Company invests in long-term securities purchased under agreements to resell, which totaled $700.0 million at both December 31, 2018 and December 31, 2017. These investments mature in 2020 through 2022 and have fixed rates or variable rates that fluctuate with published indices. The counterparties to these agreements are other financial institutions from whom the Company has accepted collateral of $712.3 million in marketable investment securities at December 31, 2018. The average rate earned on these agreements during 2018 was 1.83%. The Company also holds offsetting repurchase and resale agreements totaling $450.0 million at December 31, 2018 and $650.0 million at December 31, 2017, which are further discussed in Note 19 to the consolidated financial statements. These agreements involve the exchange of collateral under simultaneous repurchase and resale agreements with the same financial institution counterparty. These repurchase and resale agreements have been offset against each other in the balance sheet, as permitted under current accounting guidance. The agreements mature in 2019 and earned an average of 53 basis points during 2018. Deposits and Borrowings Deposits are the primary funding source for the Bank and are acquired from a broad base of local markets, including both individual and corporate customers. Total period-end deposits were $20.3 billion at December 31, 2018, compared to $20.4 billion last year, reflecting a decrease of $101.8 million, or 0.5%. 40 Average deposits declined $463.5 million, or 2.3%, in 2018 compared to 2017, resulting from declines in average demand deposits, which decreased $447.3 million, driven by lower balances in business, personal, and government demand deposits. Additionally, average certificates of deposit balances decreased $363.3 million in 2018. These decreases were partially offset by growth in average interest checking and money market deposit accounts, which increased $299.4 million in 2018 over 2017 average balances. The following table shows year end deposit balances by type, as a percentage of total deposits. Non-interest bearing Savings, interest checking and money market Certificates of deposit of less than $100,000 Certificates of deposit of $100,000 and over Total deposits December 31 2018 2017 34.3% 57.5 2.9 5.3 100.0% 35.1% 56.3 3.1 5.5 100.0% Core deposits, which include non-interest bearing, interest checking, savings, and money market deposits, supported 77% of average earning assets in both 2018 and 2017. Average balances by major deposit category for the last six years appear on page 54. A maturity schedule of certificates of deposits outstanding at December 31, 2018 is included in Note 6 on Deposits in the consolidated financial statements. The Company’s primary sources of overnight borrowings are federal funds purchased and securities sold under agreements to repurchase (repurchase agreements). Balances in these accounts can fluctuate significantly on a day-to-day basis and generally have one day maturities. Total balances of federal funds purchased and repurchase agreements outstanding at December 31, 2018 were $2.0 billion, a $449.3 million decrease from the $1.5 billion balance outstanding at year end 2017. On an average basis, these borrowings increased $51.8 million, or 3.5%, during 2018, mainly due to an increase of $133.7 million in repurchase agreements, partly offset by a decrease of $82.0 million in federal funds purchased. The average rate paid on total federal funds purchased and repurchase agreements was 1.30% during 2018 and .67% during 2017. The majority of the Company’s long-term debt has been comprised of fixed rate advances from the FHLB. The Company repaid the advances in November 2017 and no new advances were taken in 2018. The average rate paid on the FHLB advances during 2017 was 3.55%. Liquidity and Capital Resources Liquidity Management Liquidity is managed within the Company in order to satisfy cash flow requirements of deposit and borrowing customers while at the same time meeting its own cash flow needs. The Company has taken numerous steps to address liquidity risk and has developed a variety of liquidity sources which it believes will provide the necessary funds for future growth. The Company manages its liquidity position through a variety of sources including: • A portfolio of liquid assets including marketable investment securities and overnight investments, • A large customer deposit base and limited exposure to large, volatile certificates of deposit, • Lower long-term borrowings that might place demands on Company cash flow, • Relatively low loan to deposit ratio promoting strong liquidity, • Excellent debt ratings from both Standard & Poor’s and Moody’s national rating services, and • Available borrowing capacity from outside sources. 41 The Company’s most liquid assets include available for sale debt securities, federal funds sold, balances at the Federal Reserve Bank, and securities purchased under agreements to resell. At December 31, 2018 and 2017, such assets were as follows: (In thousands) Available for sale debt securities Federal funds sold Long-term securities purchased under agreements to resell Balances at the Federal Reserve Bank Total 2018 2017 $ 8,538,041 $ 8,725,442 3,320 700,000 689,876 9,931,237 $ $ 42,775 700,000 30,631 9,498,848 Federal funds sold are funds lent to the Company’s correspondent bank customers with overnight maturities, and totaled $3.3 million at December 31, 2018. At December 31, 2018, the Company had lent funds totaling $700.0 million under long-term resale agreements to other large financial institutions. The agreements mature in years 2020 through 2022. Under these agreements, the Company holds marketable securities, safekept by a third-party custodian, as collateral. This collateral totaled $712.3 million in fair value at December 31, 2018. Interest earning balances at the Federal Reserve Bank, which have overnight maturities and are used for general liquidity purposes, totaled $689.9 million at December 31, 2018. The Company’s available for sale investment portfolio includes scheduled maturities and expected pay downs of approximately $1.0 billion during 2019, and these funds offer substantial resources to meet either new loan demand or help offset reductions in the Company’s deposit funding base. The Company pledges portions of its investment securities portfolio to secure public fund deposits, repurchase agreements, trust funds, letters of credit issued by the FHLB, and borrowing capacity at the Federal Reserve Bank. At December 31, 2018 and 2017, total investment securities pledged for these purposes were as follows: (In thousands) 2018 2017 Investment securities pledged for the purpose of securing: Federal Reserve Bank borrowings FHLB borrowings and letters of credit Repurchase agreements * Other deposits Total pledged securities Unpledged and available for pledging Ineligible for pledging $ 67,675 $ 9,974 2,469,432 1,784,020 4,331,101 2,872,562 1,334,378 84,946 13,332 2,001,401 1,679,024 3,778,703 3,346,826 1,599,913 Total available for sale debt securities, at fair value $ 8,538,041 $ 8,725,442 * Includes securities pledged for collateral swaps, as discussed in Note 19 to the consolidated financial statements Liquidity is also available from the Company’s large base of core customer deposits, defined as non-interest bearing, interest checking, savings, and money market deposit accounts. At December 31, 2018, such deposits totaled $18.7 billion and represented 91.8% of the Company’s total deposits. These core deposits are normally less volatile, often with customer relationships tied to other products offered by the Company promoting long lasting relationships and stable funding sources. Total core deposits increased $7.0 million at year end 2018 compared to year end 2017, with growth of $105.5 million in corporate core deposits, offset by declines of $94.5 million in consumer deposits and $83.3 million in private banking deposits. While the Company considers core consumer and private banking deposits less volatile, corporate deposits could decline if interest rates increase significantly or if corporate customers increase investing activities and reduce deposit balances. If these corporate deposits decline, the Company's funding needs can be met by liquidity supplied by investment security maturities and pay downs expected to total $1.0 billion over the next year, as noted above. In addition, as shown on page 43, the Company has borrowing capacity of $3.6 billion through advances from the FHLB and the Federal Reserve. (In thousands) Core deposit base: Non-interest bearing Interest checking Savings and money market Total 2018 2017 $ 6,980,298 $ 7,158,962 2,090,936 9,594,303 1,533,904 9,965,716 $ 18,665,537 $ 18,658,582 42 Certificates of deposit of $100,000 or greater totaled $1.1 billion at December 31, 2018. These deposits are normally considered more volatile and higher costing, and comprised 5.3% of total deposits at December 31, 2018. Other important components of liquidity are the level of borrowings from third party sources and the availability of future credit. The Company’s outside borrowings are mainly comprised of federal funds purchased, and repurchase agreements, as follows: (In thousands) Borrowings: Federal funds purchased Securities sold under agreements to repurchase Other debt Total 2018 2017 $ $ 13,170 $ 1,943,219 8,702 202,370 1,304,768 1,758 1,965,091 $ 1,508,896 Federal funds purchased, which totaled $13.2 million at December 31, 2018, are unsecured overnight borrowings obtained mainly from upstream correspondent banks with which the Company maintains approved lines of credit. Retail repurchase agreements are offered to customers wishing to earn interest in highly liquid balances and are used by the Company as a funding source considered to be stable, but short-term in nature. Repurchase agreements are collateralized by securities in the Company’s investment portfolio. Total repurchase agreements at December 31, 2018 were comprised of non-insured customer funds totaling $2.0 billion, and securities pledged for these retail agreements totaled $1.9 billion. The Company pledges certain assets, including loans and investment securities, to both the Federal Reserve Bank and the FHLB as security to establish lines of credit and borrow from these entities. Based on the amount and type of collateral pledged, the FHLB establishes a collateral value from which the Company may draw advances against the collateral. Additionally, this collateral is used to enable the FHLB to issue letters of credit in favor of public fund depositors of the Company. The Federal Reserve Bank also establishes a collateral value of assets pledged and permits borrowings from the discount window. The following table reflects the collateral value of assets pledged, borrowings, and letters of credit outstanding, in addition to the estimated future funding capacity available to the Company at December 31, 2018. (In thousands) Total collateral value pledged Advances outstanding Letters of credit issued Available for future advances December 31, 2018 FHLB Federal Reserve Total 2,461,457 $ 1,318,138 $ 3,779,595 — (217,406) — — — (217,406) 2,244,051 $ 1,318,138 $ 3,562,189 $ $ The Company’s average loans to deposits ratio was 69.3% at December 31, 2018, which is considered in the banking industry to be a measure of strong liquidity. Also, the Company receives outside ratings from both Standard & Poor’s and Moody’s on both the consolidated company and its subsidiary bank, Commerce Bank. These ratings are as follows: Commerce Bancshares, Inc. Issuer rating Preferred stock Rating outlook Commerce Bank Issuer rating Baseline credit assessment Short-term rating Rating outlook 43 Standard & Poor’s Moody’s A- BBB- Stable A A-1 Stable Baa1 Stable A2 a1 P-1 Stable The Company considers these ratings to be indications of a sound capital base and strong liquidity and believes that these ratings would help ensure the ready marketability of its commercial paper, should the need arise. No commercial paper has been outstanding during the past ten years. The Company has no subordinated or hybrid debt instruments which would affect future borrowing capacity. Because of its lack of significant long-term debt, the Company believes that, through its Capital Markets Group or in other public debt markets, it could generate additional liquidity from sources such as jumbo certificates of deposit, privately-placed corporate notes or other forms of debt. The cash flows from the operating, investing and financing activities of the Company resulted in a net increase in cash, cash equivalents and restricted cash of $684.9 million in 2018, as reported in the consolidated statements of cash flows on page 63 of this report. Operating activities, consisting mainly of net income adjusted for certain non-cash items, provided cash flow of $552.7 million and has historically been a stable source of funds. Investing activities used total cash of $91.0 million, mainly from an increase in the loan portfolio, offset by sales and maturities (net of purchases) of investment securities. Growth in the loan portfolio used cash of $200.7 million and net purchases of land, buildings and equipment used $19.9 million, while activity in the investment securities portfolio provided cash of $129.5 million. Investing activities are somewhat unique to financial institutions in that, while large sums of cash flow are normally used to fund growth in investment securities, loans, or other bank assets, they are normally dependent on the financing activities described below. During 2018, financing activities provided total cash of $223.3 million, primarily resulting from a $449.3 million increase in federal funds purchases and short-term securities sold under agreements to repurchase, offset by a $48.5 million decrease in deposits. Cash dividend payments of $109.2 million were paid on common and preferred stock, while treasury stock purchases totaled $75.2 million. Future short-term liquidity needs for daily operations are not expected to vary significantly, and the Company believes it maintains adequate liquidity to meet these cash flows. The Company’s sound equity base, along with its low debt level, common and preferred stock availability, and excellent debt ratings, provide several alternatives for future financing. Future acquisitions may utilize partial funding through one or more of these options. Cash outflows resulting from the Company’s transactions in its common and preferred stock were as follows: (In millions) Purchases of treasury stock Common cash dividends paid Preferred cash dividends paid Cash used 2018 2017 2016 $ $ 75.2 $ 17.8 $ 100.2 9.0 91.6 9.0 184.4 $ 118.4 $ 39.4 87.1 9.0 135.5 The Parent faces unique liquidity constraints due to legal limitations on its ability to borrow funds from its bank subsidiary. The Parent obtains funding to meet its obligations from two main sources: dividends received from bank and non-bank subsidiaries (within regulatory limitations) and management fees charged to subsidiaries as reimbursement for services provided by the Parent, as presented below: (In millions) Dividends received from subsidiaries Management fees Total 2018 2017 2016 $ $ 200.0 $ 37.7 237.7 $ 160.0 $ 30.4 190.4 $ 160.0 31.0 191.0 These sources of funds are used mainly to pay cash dividends on outstanding stock, pay general operating expenses, and purchase treasury stock. At December 31, 2018, the Parent’s investment securities totaled $5.8 million at fair value, consisting mainly of preferred stock and non-agency mortgage-backed securities. To support its various funding commitments, the Parent maintains a $20.0 million line of credit with its subsidiary bank. There were no borrowings outstanding under the line during 2018 or 2017. Company senior management is responsible for measuring and monitoring the liquidity profile of the organization with oversight by the Company’s Asset/Liability Committee. This is done through a series of controls, including a written Contingency Funding Policy and risk monitoring procedures, which include daily, weekly and monthly reporting. In addition, the Company prepares forecasts to project changes in the balance sheet affecting liquidity and to allow the Company to better plan for forecasted changes. 44 Capital Management Under Basel III capital guidelines, at December 31, 2018 and 2017, the Company met all capital adequacy requirements and had regulatory capital ratios in excess of the levels established for well-capitalized institutions, as shown in the following table. (Dollars in thousands) Risk-adjusted assets Tier I common risk-based capital Tier I risk-based capital Total risk-based capital 2018 2017 $ 19,103,966 $ 19,149,949 2,716,232 2,861,016 3,022,023 2,422,480 2,567,264 2,747,863 Minimum Ratios under Capital Adequacy Guidelines* Minimum Ratios for Well- Capitalized Banks** Tier I common risk-based capital ratio 14.22% 12.65% 7.00% 6.50% Tier I risk-based capital ratio Total risk-based capital ratio Tier I leverage ratio Tangible common equity to tangible assets Dividend payout ratio 14.98 15.82 11.52 10.45 23.61 13.41 14.35 10.39 9.84 29.52 8.50 10.50 4.00 8.00 10.00 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 periodically purchases stock in the open market. During 2017 and 2018, respectively, the Company purchased 315 thousand and 1.2 million shares through market purchases. At December 31, 2018, 2.2 million shares remained available for purchase under the current Board authorization. The Company’s common stock dividend policy reflects its earnings outlook, desired payout ratios, the need to maintain adequate capital levels and alternative investment options. Per share cash dividends paid by the Company increased 9.7% in 2018 compared with 2017, and the Company increased its first quarter 2019 cash dividend 16%, making 2019 the Company's 51st consecutive year of regular cash dividend increases. The Company also distributed its 25th consecutive annual 5% stock dividend in December 2018. Commitments, Contractual Obligations, and Off-Balance Sheet Arrangements In the normal course of business, various commitments and contingent liabilities arise which are not required to be recorded on the balance sheet. The most significant of these are loan commitments totaling $11.2 billion (including approximately $5.3 billion in unused approved credit card lines) and the contractual amount of standby letters of credit totaling $353.9 million at December 31, 2018. As many commitments expire unused or only partially used, these totals do not necessarily reflect future cash requirements. Management does not anticipate any material losses arising from commitments or contingent liabilities and believes there are no material commitments to extend credit that represent risks of an unusual nature. A table summarizing contractual cash obligations of the Company at December 31, 2018 and the expected timing of these payments follows: (In thousands) Long-term debt obligations* Operating lease obligations Purchase obligations Certificates of Deposit* Total * Includes principal payments only. Payments Due by Period In One Year or Less After One Year Through Three Years After Three Years Through Five Years After Five Years Total $ $ 218 $ 5,763 255,861 1,286,425 1,548,267 $ 458 $ 8,872 270,790 336,656 616,776 $ 275 $ 6,871 51,209 34,234 92,589 $ — $ 15,161 2,370 807 18,338 $ 951 36,667 580,230 1,658,122 2,275,970 The Company funds a defined benefit pension plan for a portion of its employees. Under the funding policy for the plan, contributions are made as necessary to provide for current service and for any unfunded accrued actuarial liabilities over a reasonable period. No contributions to the defined benefit plan were made in 2018, and the Company is not required nor does it expect to make a contribution in 2019. 45 The Company has investments in several low-income housing partnerships within the areas it serves. These partnerships supply funds for the construction and operation of apartment complexes that provide affordable housing to that segment of the population with lower family income. If these developments successfully attract a specified percentage of residents falling in that lower income range, federal (and sometimes state) income tax credits are made available to the partners. The tax credits are normally recognized over ten years, and they play an important part in the anticipated yield from these investments. In order to continue receiving the tax credits each year over the life of the partnership, the low-income residency targets must be maintained. Under the terms of the partnership agreements, the Company has a commitment to fund a specified amount that will be due in installments over the life of the agreements, which ranges from 10 to 15 years. At December 31, 2018, the investments totaled $36.8 million and are recorded as other assets in the Company’s consolidated balance sheet. Unfunded commitments, which are recorded as liabilities, amounted to $24.7 million at December 31, 2018. The Company regularly purchases various state tax credits arising from third-party property redevelopment. These credits are either resold to third parties or retained for use by the Company. During 2018, purchases and sales of tax credits amounted to $80.9 million and $71.6 million, respectively. Fees from the sales of tax credits were $4.9 million, $3.3 million and $3.1 million in 2018, 2017 and 2016, respectively. At December 31, 2018, the Company had outstanding purchase commitments totaling $180.5 million that it expects to fund in 2019. These commitments, along with the commitments for the next five years, are included in the table above. Interest Rate Sensitivity The Company’s Asset/Liability Management Committee (ALCO) measures and manages the Company’s interest rate risk on a monthly basis to identify trends and establish strategies to maintain stability in net interest income throughout various rate environments. Analytical modeling techniques provide management insight into the Company’s exposure to changing rates. These techniques include net interest income simulations and market value analysis. Management has set guidelines specifying acceptable limits within which net interest income and market value may change under various rate change scenarios. These measurement tools indicate that the Company is currently within acceptable risk guidelines as set by management. The Company’s main interest rate measurement tool, income simulations, projects net interest income under various rate change scenarios in order to quantify the magnitude and timing of potential rate-related changes. Income simulations are able to capture option risks within the balance sheet where expected cash flows may be altered under various rate environments. Modeled rate movements include “shocks, ramps and twists.” Shocks are intended to capture interest rate risk under extreme conditions by immediately shifting rates up and down, while ramps measure the impact of gradual changes and twists measure yield curve risk. The size of the balance sheet is assumed to remain constant so that results are not influenced by growth predictions. The Company also employs a sophisticated simulation technique known as a stochastic income simulation. This technique allows management to see a range of results from hundreds of income simulations. The stochastic simulation creates a vector of potential rate paths around the market’s best guess (forward rates) concerning the future path of interest rates and allows rates to randomly follow paths throughout the vector. This allows for the modeling of non-biased rate forecasts around the market consensus. Results give management insight into a likely range of rate-related risk as well as worst and best-case rate scenarios. Additionally, the Company uses market value analyses to help identify longer-term risks that may reside on the balance sheet. This is considered a secondary risk measurement tool by management. The Company measures the market value of equity as the net present value of all asset and liability cash flows discounted along the current swap curve plus appropriate market risk spreads. It is the change in the market value of equity under different rate environments, or effective duration, that gives insight into the magnitude of risk to future earnings due to rate changes. Market value analyses also help management understand the price sensitivity of non-marketable bank products under different rate environments. The tables below compute the effects of gradual shifts in interest rates over a twelve month period on the Company’s net interest income, assuming a static balance sheet with the exception of deposit attrition. The difference between the two simulations is the amount of deposit attrition incorporated, which is shown in the tables below. In the simulations below, three rising rate scenarios and one falling rate scenario were selected and net interest income was calculated and compared to a base scenario in which assets, liabilities and rates remained constant over a twelve month period. For each of the simulations, interest rates applicable to each interest earning asset or interest bearing liability were ratably increased or decreased during the year (by either 100, 200 or 300 basis points). The balances contained in the balance sheet were assumed not to change over the twelve month period, except that as presented in the tables below, it was assumed certain non-maturity type deposit attrition would occur, as a result of higher interest rates, and would be replaced with borrowed funds. The simulations shown below reflect different assumptions related to deposit attrition. The Company utilizes these simulations both for monitoring interest rate risk and for liquidity planning purposes. While the future effects of rising rates on deposit balances 46 cannot be known, the Company maintains a practice of running multiple rate scenarios to better understand interest rate risk and its effect on the Company’s performance. The Company believes that its approach to interest rate risk has appropriately considered its susceptibility to both rising rates and falling rates and has adopted strategies which minimize impacts to overall interest rate risk. Simulation A December 31, 2018 September 30, 2018 (Dollars in millions) $ Change in Net Interest Income % Change in Net Interest Income Assumed Deposit Attrition $ Change in Net Interest Income % Change in Net Interest Income Assumed Deposit Attrition 300 basis points rising $ 200 basis points rising 100 basis points rising 5.0 5.2 3.8 .62 .45 .59% $ (348.3) $ .85% $ (360.6) (237.9) (120.3) 142.8 7.0 7.3 5.7 .88 .69 (248.6) (128.9) 139.3 100 basis points falling (17.2) (2.03) (13.0) 1.56 Simulation B December 31, 2018 September 30, 2018 (Dollars in millions) $ Change in Net Interest Income % Change in Net Interest Income Assumed Deposit Attrition $ Change in Net Interest Income % Change in Net Interest Income Assumed Deposit Attrition 300 basis points rising $ (18.1) (2.13)% $ (936.4) $ (15.4) (1.85)% $ (947.2) 200 basis points rising (15.3) (1.81) 100 basis points rising (14.2) (1.68) (829.2) (715.4) (12.7) (1.53) (11.8) (1.42) (838.8) (723.3) The difference in Simulation A and B is the degree to which deposits are modeled to decline or increase as noted in the tables above. Both simulations assume that a decline in deposits would be offset by an increase in borrowed funds, which are more rate sensitive and can result in higher interest costs in a rising rate environment. Under Simulation A, in the three rising rate scenarios, interest income grows faster than funding costs as loan and investment balances remain constant but rates increase. The increase in interest income from higher rates is assisted by lower deposit balances, reducing interest expense but offset by higher short-term borrowed funds with higher market sensitive rates. In Simulation B, the assumed higher levels of deposit attrition were modeled to be replaced by wholesale borrowed funds with higher costs than in Simulation A and resulted in a reduction in net interest income under all rising rate scenarios. In the 100 basis point falling scenario shown in Simulation A, it is assumed that deposits would increase $142.8 million along with an increase in earning assets, but rates on loans would fall faster than deposit rates. In this scenario, additional borrowed funds would not be necessary. Additionally, this scenario results in lower net interest income than in the base calculation. The 100 basis point falling scenario is presented only in Simulation A as the results would be the same under Simulation B. In both Simulations A and B, the change in net interest income from the base calculation at December 31, 2018 was lower than what was modeled at September 30, 2018 largely due to higher rates and balances of federal funds purchased and repurchase agreements, as well as higher deposit rates at year end. The deposit attrition assumption used in both Simulations A and B was not materially different than what was modeled in the prior quarter. Projecting deposit activity in a historically low interest rate environment is difficult, and the Company cannot predict how deposits will react to shifting rates. The comparison provided above provides insight into potential effects of changes in rates and deposit levels on net interest income. Derivative Financial Instruments The Company maintains an overall interest rate risk management strategy that permits the use of derivative instruments to modify exposure to interest rate risk. Such instruments include interest rate swaps, interest rate floors, interest rate caps, credit risk participation agreements, foreign exchange contracts, mortgage loan commitments, forward sale contracts, and forward to be announced (TBA) contracts. The Company’s interest rate risk management strategy includes the ability to modify the re-pricing characteristics of certain assets and liabilities so that changes in interest rates do not adversely affect the net interest margin and 47 cash flows. Interest rate floors with a total notional amount of $1.0 billion were entered into during the year ended December 31, 2018 as part of this strategy to manage interest rate risk. All of these derivative instruments utilized by the Company are further discussed in Note 18 on Derivative Instruments. In all of these contracts, the Company is exposed to credit risk in the event of nonperformance by counterparties, who may be bank customers or other financial institutions. The Company controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures. Because the Company generally enters into transactions only with high quality counterparties, there have been no losses associated with counterparty nonperformance on derivative financial instruments. The following table summarizes the notional amounts and estimated fair values of the Company’s derivative instruments at December 31, 2018 and 2017. Notional amount, along with the other terms of the derivative, is used to determine the amounts to be exchanged between the counterparties. Because the notional amount does not represent amounts exchanged by the parties, it is not a measure of loss exposure related to the use of derivatives nor of exposure to liquidity risk. 2018 2017 Notional Amount Positive Fair Value Negative Fair Value Notional Amount Positive Fair Value Negative Fair Value $ (13,110) $ 1,741,412 $ 7,674 $ (7,857) $ 2,006,280 $ 1,000,000 62,163 143,460 6,206 14,544 5,768 11,537 29,031 24 47 20 536 15 — (24) (93) (8) — (8) — 31,776 133,488 11,826 17,110 2,566 16,500 $ 3,254,921 $ — 41,210 $ (178) (13,421) 25,000 $ 1,963,178 $ — 16 46 21 580 8 4 8,349 $ — (16) (123) (40) — (7) (31) (8,074) (In thousands) Interest rate swaps Interest rate floors Interest rate caps Credit risk participation agreements Foreign exchange contracts Mortgage loan commitments Mortgage loan forward sale contracts Forward TBA contracts Total at December 31 Operating Segments The Company segregates financial information for use in assessing its performance and allocating resources among three operating segments. The results are determined based on the Company’s management accounting process, which assigns balance sheet and income statement items to each responsible segment. These segments are defined by customer base and product type. The management process measures the performance of the operating segments based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution. Each segment is managed by executives who, in conjunction with the Chief Executive Officer, make strategic business decisions regarding that segment. The three reportable operating segments are Consumer, Commercial, and Wealth. Additional information is presented in Note 12 on Segments in the consolidated financial statements. The Company uses a funds transfer pricing method to value funds used (e.g., loans, fixed assets, cash, etc.) and funds provided (deposits, borrowings, and equity) by the business segments and their components. This process assigns a specific value to each new source or use of funds with a maturity, based on current swap rates, thus determining an interest spread at the time of the transaction. Non-maturity assets and liabilities are valued using weighted average pools. The funds transfer pricing process attempts to remove interest rate risk from valuation, allowing management to compare profitability under various rate environments. The Company also assigns loan charge-offs and recoveries (labeled in the table below as “provision for loan losses”) directly to each operating segment instead of allocating an estimated loan loss provision. The operating segments also include a number of allocations of income and expense from various support and overhead centers within the Company. 48 The table below is a summary of segment pre-tax income results for the past three years. (Dollars in thousands) Consumer Commercial Wealth Segment Totals Other/ Elimination Consolidated Totals Year ended December 31, 2018: Net interest income Provision for loan losses Non-interest income Investment securities losses, net Non-interest expense Income before income taxes Year ended December 31, 2017: Net interest income Provision for loan losses Non-interest income Investment securities gains, net $ 296,228 $ 345,221 $ 46,946 $ 688,395 $ 135,430 $ 823,825 (41,280) 126,253 — (1,134) 202,527 — 32 173,026 — (42,382) 501,806 — (312) (465) (488) (42,694) 501,341 (488) (287,473) (297,847) (123,576) (708,896) (28,925) (737,821) $ $ 93,728 279,031 (41,829) 121,362 — $ $ $ $ 248,767 329,087 205 $ $ 96,428 47,264 (41) 184,577 158,175 — — $ $ 438,923 655,382 (41,665) 464,114 — 105,240 $ 544,163 78,297 $ 733,679 (3,579) (2,851) 25,051 (45,244) 461,263 25,051 Non-interest expense (275,734) (281,845) (120,461) (678,040) (66,303) (744,343) Income before income taxes $ 82,830 $ 232,024 $ 84,937 $ 399,791 $ 30,615 $ 430,406 2018 vs 2017 Increase in income before income taxes: Amount $ 10,898 $ 16,743 $ 11,491 $ 39,132 $ 74,625 $ 113,757 Percent 13.2% 7.2% 13.5% 9.8% N.M. 26.4% Year ended December 31, 2016: Net interest income Provision for loan losses Non-interest income Investment securities losses, net $ 268,654 $ 311,704 $ 44,113 $ 624,471 $ 55,578 $ 680,049 (36,042) 116,185 — 4,378 187,350 — (122) 144,661 — (31,786) 448,196 — (4,532) (1,640) (53) (36,318) 446,556 (53) Non-interest expense (266,258) (272,398) (113,888) (652,544) (36,685) (689,229) Income before income taxes $ 82,539 $ 231,034 $ 74,764 $ 388,337 $ 12,668 $ 401,005 2017 vs 2016 Increase in income before income taxes: Amount Percent Consumer $ 291 $ 990 $ 10,173 $ 11,454 $ 17,947 $ 29,401 .4 % .4 % 13.6 % 2.9 % N.M. 7.3 % The Consumer segment includes consumer deposits, consumer finance, and consumer debit and credit cards. During 2018, income before income taxes for the Consumer segment increased $10.9 million, or 13.2%, compared to 2017. This increase was mainly due to growth of $17.2 million, or 6.2%, in net interest income and an increase in non-interest income of $4.9 million, or 4.0%. Net interest income increased due to a $15.2 million increase in net allocated funding credits assigned to the Consumer segment's loan and deposit portfolios and growth of $3.5 million in loan interest income, partly offset by an increase of $1.6 million in deposit interest expense. Non-interest income increased mainly due to growth in net debit card fees, (mainly lower network expense and higher interchange fees), deposit fees (mainly deposit account service fees and overdraft and return item fees) and mortgage banking revenue, partly offset by higher credit card rewards expense. These increases to income were partly offset by growth of $11.7 million, or 4.3%, in non-interest expense. Non-interest expense increased over the prior year due to an increase in full-time salaries expense and higher allocated servicing and support costs, mainly marketing, information technology and management fees. The provision for loan losses totaled $41.3 million, a $549 thousand decrease from the prior year, which was mainly due to lower net charge-offs on marine & RV loans, partly offset by higher consumer credit card loan net charge-offs. Total average loans in this segment decreased $69.9 million, or 2.8%, in 2018 compared to the prior year mainly due to a decline in auto loans and the continued run off of marine and RV loans. Average deposits increased $19.9 million over the prior year, resulting from growth in interest checking and money market deposit accounts, partly offset by declines in demand and certificate of deposit balances. 49 During 2017, income before income taxes for the Consumer segment increased $291 thousand, or .4%, compared to 2016. This increase was mainly due to growth of $10.4 million, or 3.9%, in net interest income and an increase in non-interest income of $5.2 million, or 4.5%. Net interest income increased due to a $9.7 million increase in net allocated funding credits assigned to the Consumer segment's loan and deposit portfolios and a $670 thousand increase in loan interest income. Non-interest income increased mainly due to growth in deposit fees (mainly deposit account service fees and overdraft and return item fees) and bank card fees. These increases to income were partly offset by growth of $9.5 million, or 3.6%, in non-interest expense and $5.8 million in the provision for loan losses. Non-interest expense increased over the prior year due to an increase in full-time salaries expense and higher allocated support costs, mainly administrative, online banking and information technology, while supplies expense decreased due to higher chip card reissue costs in 2016. The provision for loan losses totaled $41.8 million, a $5.8 million increase over the prior year, which was mainly due to higher net charge-offs on consumer credit card loans. Total average loans in this segment decreased $62.0 million, or 2.4%, in 2017 compared to the prior year mainly due to a decline in marine and RV loans. Average deposits increased $234.3 million, or 2.4%, over the prior year, resulting from growth in money market deposit accounts, partly offset by a decline in certificate of deposit balances. Commercial The Commercial segment provides corporate lending (including the Small Business Banking product line within the branch network), leasing, international services, and business, government deposit, and related commercial cash management services, as well as merchant and commercial bank card products. The segment includes the Capital Markets Group, which sells fixed- income securities to individuals, corporations, correspondent banks, public institutions, and municipalities, and also provides investment safekeeping and bond accounting services. Pre-tax income for 2018 increased $16.7 million, or 7.2%, compared to 2017, mainly due to increases in net interest income and non-interest income, partly offset by higher non-interest expense and an increase in the provision for loan losses. Net interest income increased $16.1 million, or 4.9%, due to growth of $70.6 million in loan interest income, partly offset by a decrease of $32.1 million in net allocated funding credits and higher interest expense of $22.5 million on deposits and customer repurchase agreements. The provision for loan losses increased $1.3 million over last year, due to lower business and construction loan net recoveries, partly offset by lower commercial card loan net charge-offs. Non-interest income increased $18.0 million, or 9.7%, over the previous year due to higher net corporate card fees (driven by higher fees), swap fees, tax credit sales fees and deposit account fees (mainly corporate cash management). These increases were partly offset by lower gains on sales of leased assets to customers upon lease termination. Non-interest expense increased $16.0 million, or 5.7%, during 2018, mainly due to increases in salaries expense and allocated support and service costs (mainly information technology and commercial sales and product support fees). Average segment loans increased $304.7 million, or 3.5%, compared to 2017, with growth occurring in commercial and industrial, construction, and healthcare loans. Average deposits decreased $271.8 million, or 3.3%, due to declines in business demand deposits and certificates of deposit, partly offset by growth in interest checking deposits. Pre-tax income for 2017 increased $990 thousand, or .4%, compared to 2016, mainly due to an increase in net interest income, partly offset by lower non-interest income, higher non-interest expense and an increase in the provision for loan losses. Net interest income increased $17.4 million, or 5.6%, due to growth of $45.9 million in loan interest income, partly offset by a decrease of $17.7 million in net allocated funding credits. In addition, customer repurchase agreement interest expense increased $5.5 million and deposit interest expense increased $5.2 million. The provision for loan losses increased $4.2 million over last year, as construction loan and business real estate loan net recoveries were lower by $2.5 million and $1.1 million, respectively. Non- interest income decreased $2.8 million, or 1.5%, from the previous year due to lower interest rate swap fees and capital market fees. Non-interest expense increased $9.4 million, or 3.5%, during 2017, mainly due to increases in full-time salaries expense and allocated support costs, partly offset by lower bank card processing costs and business line allocations. Average segment loans increased $562.5 million, or 7.0%, compared to 2016, with growth occurring in commercial and industrial, construction, and business real estate loans. Average deposits increased $57.6 million, or .7%, due to growth in governmental demand deposit accounts, partly offset by declines in certificates of deposit, money market deposit accounts, and business demand deposits. Wealth The Wealth segment provides traditional trust and estate planning, advisory and discretionary investment management services, brokerage services, and includes Private Banking accounts. At December 31, 2018, the Trust group managed investments with a market value of $30.3 billion and administered an additional $19.7 billion in non-managed assets. It also provides investment management services to The Commerce Funds, a series of mutual funds with $2.5 billion in total assets at December 31, 2018. In 2018, pre-tax income for the Wealth segment was $96.4 million, compared to $84.9 million in 2017, an increase of $11.5 million, or 13.5%. Net interest income decreased $318 thousand, or .7%, due to a $5.3 million decrease in net allocated funding credits, partly offset by a $5.5 million increase in loan interest income. Non-interest income increased $14.9 million, or 9.4%, over the prior year largely due to higher personal and institutional trust fees, brokerage fees and cash sweep commissions. These increases were partly offset by write downs on software costs. Non-interest expense increased $3.1 million, or 2.6%, resulting from higher salary and benefit costs, data processing expense and allocated support and corporate management fee costs, partly offset by lower 50 trust losses. The provision for loan losses decreased $73 thousand, mainly due to personal real estate loan net recoveries. Average assets increased $25.2 million, or 2.1%, during 2018 mainly due to higher personal real estate and consumer loans. Average deposits decreased $219.0 million, or 10.5%, due to declines in money market deposit accounts and long-term certificates of deposit over $100,000. In 2017, pre-tax income for the Wealth segment was $84.9 million, compared to $74.8 million in 2016, an increase of $10.2 million, or 13.6%. Net interest income increased $3.2 million, or 7.1%, due to a $5.1 million increase in loan interest income, partly offset by a $2.1 million decline in net allocated funding credits. Non-interest income increased $13.5 million, or 9.3%, over the prior year largely due to higher personal and institutional trust fees, brokerage revenue and cash sweep fees, partly offset by a trust related settlement recorded in 2016. Non-interest expense increased $6.6 million, or 5.8%, resulting from higher incentive compensation and allocated support costs. The provision for loan losses decreased $81 thousand, mainly due to lower charge- offs on revolving home equity loans. Average assets increased $101.6 million, or 9.1%, during 2017 mainly due to higher personal real estate and consumer loans. Average deposits increased $5.6 million, or .3%, due to growth in money market deposit accounts and business demand deposits, partly offset by a decline in long-term certificates of deposit over $100,000. The segment activity, as shown above, includes both direct and allocated items. Amounts in the “Other/Elimination” column include activity not related to the segments, such as certain administrative functions, the investment securities portfolio, and the effect of certain expense allocations to the segments. Also included in this category is the difference between the Company’s provision for loan losses and net loan charge-offs, which are generally assigned directly to the segments. In 2018, the pre-tax income in this category was $105.2 million, compared to $30.6 million in 2017. This increase was due to higher unallocated net interest income of $57.1 million and lower unallocated non-interest expense of $37.4 million. Non-interest expense for 2017 included contributions of $32.0 million to a related charitable foundation, which were not allocated to the segments. Unallocated securities losses were $488 thousand in 2018, compared to securities gains of $25.1 million in 2017. Also, the unallocated loan loss provision decreased $3.3 million, as the provision was $3.6 million in excess of charge-offs in 2017 compared to $312 thousand less than charge offs in 2018. Impact of Recently Issued Accounting Standards Derivatives The FASB issued ASU 2017-12, "Targeted Improvements to Accounting for Hedging Activities", in August 2017. The ASU improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. These improvements allow the hedging of risk components, ease restrictions on the measurement of the change in fair value of the hedged item, aligns the recognition and presentation of the effects of the hedging instrument and the hedged item, and otherwise simplify hedge accounting guidance. The amendments are effective January 1, 2019 but may be adopted early in any interim period. The Company adopted the ASU on January 1, 2018, but as the Company did not utilize hedge accounting on that date, the Company's consolidated financial statements were not affected by the adoption. The hedging improvements in the new guidance will be considered in the development of risk management strategies in the future. Revenue from Contracts with Customers The FASB issued ASU 2014-09, "Revenue from Contracts with Customers", in May 2014, which has been followed by additional clarifying guidance on specified implementation issues. The ASU supersedes revenue recognition requirements in Topic 605, Revenue Recognition, including most industry specific revenue recognition guidance in the FASB Accounting Standards Codification. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance was adopted on January 1, 2018 under the full retrospective method with a restatement of prior periods. The impact of the adoption and required disclosures are discussed in Note 15 to the consolidated financial statements. Liabilities The FASB issued ASU 2016-04, "Recognition of Breakage for Certain Prepaid Stored-Value Products", in March 2016, in order to address current and potential future diversity in practice related to the derecognition of a prepaid stored-value product liability. Such products include prepaid gift cards issued on a specific payment network and redeemable at network- accepting merchant locations, prepaid telecommunication cards, and traveler's checks. The amendments require that the portion of the dollar value of prepaid stored-value products that is ultimately unredeemed (that is, the breakage) be accounted for consistent with the breakage guidance for stored-value product transactions provided in ASC Topic 606 - Revenue from Contracts with Customers. These amendments are effective for interim and annual periods beginning January 1, 2018 and did not have a significant effect on the Company's consolidated financial statements. Income Taxes The FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory", in October 2016. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The amendments require the recognition of income tax consequences of an intra-entity transfer of 51 an asset (other than inventory) when the transfer occurs. This change removes the current exception to the principal of comprehensive recognition of current and deferred income taxes in GAAP (except for inventory). These amendments were effective for reporting periods beginning January 1, 2018 and did not have a significant effect on the Company's consolidated financial statements. Financial Instruments The FASB issued ASU 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities", in January 2016. The amendments require all equity investments to be measured at fair value with changes in the fair value recognized through net income, other than those accounted for under the equity method of accounting or those that result in the consolidation of the investee. The amendments also require use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes. These amendments were adopted on January 1, 2018 and are further discussed in Notes 3 and 17 to the consolidated financial statements. Statement of Cash Flows The FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments", in August 2016. The ASU addresses the presentation and classification in the Statement of Cash Flows of several specific cash flow issues. These include cash payments for debt prepayment or extinguishment costs, settlement of zero-coupon debt instruments, distributions received from equity method investees, and separately identifiable cash flows and application of the predominance principle. The amendments were effective January 1, 2018 and did not have a significant effect on the Company's consolidated financial statements. Restricted Cash The FASB issued ASU 2016-18, "Restricted Cash", in November 2016. The ASU requires that amounts described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning and end of period amounts shown on the statement of cash flows. Disclosures are to be provided on the amounts reported as restricted and the nature of the restrictions on cash and cash equivalents. The amendments, which were applied on a retrospective basis, were effective January 1, 2018 and did not have a significant effect on the Company's consolidated financial statements. Retirement Benefits The FASB issued ASU 2017-07, "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost", in March 2017. Under previous guidance, the different components comprising net benefit cost are aggregated for reporting in the financial statements. Because these components are heterogeneous, the current presentation reduces the transparency and usefulness of the financial statements. The ASU requires that an employer report the service cost component of net benefit cost in the same line item as other compensation costs arising from services rendered during the period. The other components of net benefit cost are required to be presented separately from the servicing cost component. Only service cost is eligible for capitalization when applicable. The amendments were effective January 1, 2018 and as noted in Note 9 to the consolidated financial statements, did not have a significant effect on the Company's consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016-02, "Leases", in order to increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU primarily affects lessee accounting, which requires the lessee to recognize a right-of-use (ROU) asset and a liability to make lease payments for those leases classified as operating leases under previous GAAP. The ASU provides guidance as to the definition of a lease, identification of lease components, and sale and leaseback transactions. The FASB has issued elections and expedients within the original ASU and additional amendments, clarifying the lease guidance for certain implementation issues. The Company has adopted the package of expedients, the lease component expedient as well as the disclosure expedient. Additionally, for leases with a term of 12 months or less, an election was made not to recognize lease assets and lease liabilities. The ASU and the related amendments are effective for interim and annual periods beginning January 1, 2019. The Company is the lessee in less than 200 lease agreements, which will be recognized on the balance sheet. As of January 1, 2019, the Company adopted the new accounting standard, and a lease liability of $28.1 million and a ROU asset of $27.5 million were recognized, but should not materially impact the Company's consolidated financial statements or various balance sheet related ratios. Premium Amortization The FASB issued ASU 2017-08, "Premium Amortization on Purchased Callable Debt Securities", in March 2017. Under current guidance, many entities amortize the premium on purchased callable debt securities over the contractual life of the instrument. As a result, upon the exercise of a call on a callable debt security held at a premium, the unamortized premium is recorded as a loss in earnings. The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium to the earliest call date, and more closely align the amortization period to expectations incorporated in market pricing of the instrument. The amendments are effective January 1, 2019 and are not expected to have a significant effect on the Company's consolidated financial statements. Financial Instruments ASU 2016-13, "Measurement of Credit Losses on Financial Instruments", was issued in June 2016. Its implementation will result in a new loan loss accounting framework, also known as the current expected credit loss (CECL) model. CECL requires credit losses expected throughout the life of the asset portfolio on loans and held-to-maturity securities to be recorded at the time of origination. Under the current incurred loss model, losses are recorded when it is probable that a loss 52 event has occurred. The new standard will require significant operational changes, especially in data collection and analysis. The ASU is effective for interim and annual periods beginning January 1, 2020, and is expected to increase the allowance upon adoption. The Company established an internal CECL implementation team in 2017 and partnered with an outside vendor to implement the new standard. Software development and data collection has continued since that time and it's expected the preliminary CECL model will be ready for detailed testing during the second quarter of 2019. The Company continues to evaluate the impact the adoption of ASU 2016-13 will have on the Company's consolidated financial statements. Intangible Assets The FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment", in January 2017. Under current guidance, a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill by following procedures that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under the new amendments, the goodwill impairment test compares the fair value of a reporting unit with its carrying amount and an impairment charge is measured as the amount by which the carrying amount exceeds the reporting unit's fair value. The amendments are effective for impairment tests beginning January 1, 2020 and are not expected to have a significant effect on the Company's consolidated financial statements. Comprehensive Income The FASB issued ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income", in February 2018. The guidance allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments are effective for all entities effective January 1, 2019, but early adoption is permitted in certain circumstances. The Company adopted the ASU effective January 1, 2018 and recorded a reclassification which increased accumulated other comprehensive income and reduced retained earnings by $2.9 million. As these are both categories within equity, total equity was unchanged. The adoption did not have a significant effect on the Company's consolidated financial statements. Financial Instruments The FASB issued ASU 2018-13, "Changes to the Disclosure Requirements of Fair Value Measurement", in August 2018. The amendments in the ASU eliminate or modify certain disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement. In addition, the amendments in the ASU also require the addition of new disclosure requirements on fair value measurement, including the disclosure of changes in unrealized gains and losses for the period included in accumulated other comprehensive income (AOCI) for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments are effective January 1, 2020 and are not expected to have a significant effect on the Company's consolidated financial statements. Retirement Benefits The FASB issued ASU 2018-14, "Compensation - Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20)", in August 2018. The amendments in the ASU eliminate disclosures that are no longer considered cost beneficial and clarify specific requirements of disclosures. In addition, the amendments in the ASU also add new disclosures, including the explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The amendments are effective January 1, 2021 and are not expected to have a significant effect on the Company's consolidated financial statements. Intangible Assets The FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract", in August 2018. This new standard modifies existing guidance and clarifies the accounting for implementation costs of a hosting arrangement. Under the new amendments, the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract are aligned with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software or hosting arrangements that include an internal-use software license. The amendments are effective January 1, 2020, but early adoption is permitted. The Company is still assessing the impact on the Company's consolidated financial statements. Corporate Governance The Company has adopted a number of corporate governance measures. These include corporate governance guidelines, a code of ethics that applies to its senior financial officers and the charters for its audit committee, its committee on compensation and human resources, and its committee on governance/directors. This information is available on the Company’s Web site www.commercebank.com under Investor Relations. 53 AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS Average Balance 2018 Interest Income/ Expense Average Rates Earned/Paid Average Balance 2017 Interest Income/ Expense Average Rates Earned/Paid Average Balance 2016 Interest Income/ Expense Average Rates Earned/Paid Years Ended December 31 (Dollars in thousands) ASSETS Loans:(A) Business(B) Real estate – construction and land Real estate – business Real estate – personal Consumer Revolving home equity Consumer credit card Overdrafts Total loans Loans held for sale Investment securities: U.S. government & federal agency obligations Government-sponsored enterprise obligations State & municipal obligations(B) Mortgage-backed securities Asset-backed securities Other debt securities Trading debt securities(B) Equity securities(B) Other securities(B) Total investment securities Federal funds sold and short-term securities purchased under agreements to resell Long-term securities purchased under agreements to resell Interest earning deposits with banks Total interest earning assets Allowance for loan losses Unrealized gain (loss) on debt securities Cash and due from banks Land, buildings and equipment - net Other assets Total assets LIABILITIES AND EQUITY Interest bearing deposits: Savings Interest checking and money market Certificates of deposit of less than $100,000 Certificates of deposit of $100,000 and over Total interest bearing deposits Borrowings: Federal funds purchased and securities sold under agreements to repurchase Other borrowings Total borrowings Total interest bearing liabilities Non-interest bearing deposits Other liabilities Equity Total liabilities and equity Net interest margin (T/E) Net yield on interest earning assets Percentage increase (decrease) in net interest margin (T/E) compared to the prior year $ 4,963,029 $ 967,320 2,737,820 2,093,802 2,010,826 379,715 768,789 4,778 13,926,079 19,493 184,837 49,440 117,516 80,365 89,074 17,513 92,269 — 631,014 1,298 921,759 21,720 6,098 42,867 111,686 34,223 8,912 759 11,816 12,412 250,493 519 15,881 6,233 905,438 973 26,830 3,215 14,658 45,676 19,655 45 19,700 65,376 308,520 1,410,700 4,203,625 1,455,690 340,458 24,731 26,459 114,438 8,806,380 27,026 696,438 319,948 23,795,364 (158,791) (113,068) 360,732 343,636 438,362 $ 24,666,235 $ 867,150 10,817,169 603,137 1,114,825 13,402,281 1,514,144 1,747 1,515,891 14,918,172 6,728,971 247,520 2,771,572 $ 24,666,235 3.72% $ 5.11 4.29 3.84 4.43 4.61 12.00 — 4.53 6.66 4,832,045 $ 881,879 2,694,620 2,019,674 2,036,393 398,611 743,885 4,592 13,611,699 17,452 154,681 37,315 102,009 75,267 81,065 15,516 88,329 — 554,182 1,000 3.20% $ 4.23 3.79 3.73 3.98 3.89 11.87 — 4.07 5.73 4,652,526 $ 778,822 2,440,955 1,936,420 1,947,240 417,514 749,589 4,712 12,927,778 25,710 134,438 27,452 89,305 72,417 75,076 14,797 86,008 — 499,493 1,317 2.89 % 3.52 3.66 3.74 3.86 3.54 11.47 — 3.86 5.12 914,961 19,697 735,081 15,628 2.36 1.98 3.04 2.66 2.35 2.62 3.07 44.66 10.85 2.84 1.92 2.28 1.95 3.81 452,422 1,720,723 3,784,602 2,083,611 330,365 21,929 60,772 98,564 9,467,949 18,518 688,147 207,269 24,011,034 (156,572) 45,760 361,414 345,639 424,333 $ 25,031,608 .11 .25 .53 1.31 .34 $ 819,558 10,517,741 676,272 1,404,960 13,418,531 1.30 2.58 1.30 .44% 1,462,387 87,696 1,550,083 14,968,614 7,176,255 250,510 2,636,229 $ 25,031,608 7,321 62,073 89,623 36,757 8,410 583 2,283 10,507 237,254 230 15,440 2,223 810,329 981 16,328 2,645 10,859 30,813 9,829 3,086 12,915 43,728 2.15 1.62 3.61 2.37 1.76 2.55 2.66 3.76 10.66 2.51 1.24 2.24 1.07 3.37 591,785 1,753,727 3,460,821 2,418,118 331,289 19,722 47,763 112,888 9,471,194 12,660 791,392 188,581 23,417,315 (152,628) 143,842 381,822 350,443 415,677 $ 24,556,471 .12 .16 .39 .77 .23 $ 775,121 10,285,288 749,261 1,471,610 13,281,280 .67 3.52 .83 .29% 1,266,093 171,255 1,437,348 14,718,628 7,049,633 292,145 2,496,065 $ 24,556,471 13,173 63,261 82,888 35,346 8,382 489 2,208 7,656 229,031 78 13,544 973 744,436 923 13,443 2,809 8,545 25,720 3,315 3,968 7,283 33,003 2.13 2.23 3.61 2.40 1.46 2.53 2.48 4.62 6.78 2.42 .62 1.71 .52 3.18 .12 .13 .37 .58 .19 .26 2.32 .51 .22 % 3.04 % 7.14 % $ 840,062 $ 766,601 $ 711,433 3.53% 9.58% 3.19% 7.75% (A) Loans on non-accrual status are included in the computation of average balances. Included in interest income above are loan fees and late charges, net of amortization of deferred loan origination fees and costs, which are immaterial. Credit card income from merchant discounts and net interchange fees are not included in loan income. AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS 54 Average Balance 2015 Interest Income/ Expense Average Rates Earned/Paid Average Balance 2014 Interest Income/ Expense Average Rates Earned/Paid Average Balance 2013 Interest Income/ Expense Average Rates Earned/Paid Average Balance Five Year Compound Growth Rate Years Ended December 31 $ 4,186,101 $ 477,320 2,293,839 1,899,234 1,829,830 431,033 746,503 5,416 11,869,276 4,115 116,455 17,075 85,751 71,666 72,625 15,262 86,162 — 464,996 191 466,135 5,180 938,589 1,786,235 3,164,447 2,773,069 255,558 20,517 45,200 108,061 9,557,811 17,319 63,054 80,936 29,558 6,191 562 1,805 8,582 213,187 16,184 60 13,172 528 692,134 876 12,498 3,236 6,051 22,661 1,861 3,574 5,435 28,096 1,002,053 206,115 22,655,554 (152,690) 112,352 378,803 359,773 383,810 $ 23,737,602 $ 729,311 9,752,794 832,343 1,224,402 12,538,850 1,654,860 103,884 1,758,744 14,297,594 6,786,741 280,231 2,373,036 $ 23,737,602 2.78% 3.58 3.74 3.77 3.97 3.54 11.54 — 3.92 4.64 $ 3,919,421 $ 418,702 2,300,855 1,818,125 1,617,039 426,720 754,482 4,889 11,260,233 — 110,791 15,826 88,206 69,054 68,434 16,188 86,298 — 454,797 — 2.83% 3.78 3.83 3.80 4.23 3.79 11.44 — 4.04 — $ 3,366,564 $ 378,896 2,251,113 1,694,955 1,437,270 424,358 752,478 6,020 10,311,654 102,847 15,036 92,555 66,353 67,299 16,822 84,843 — 445,755 3.05 % 3.97 4.11 3.91 4.68 3.96 11.28 — 4.32 4,488 176 3.92 1.11 1.85 3.53 2.56 1.07 2.42 2.74 3.99 7.94 2.23 .37 1.31 .26 3.06 .12 .13 .39 .49 .18 .11 3.44 .31 .20% 497,271 13,750 13,211 61,593 80,229 24,976 3,287 411 1,448 9,885 208,790 101 12,473 555 676,716 855 12,667 4,137 5,926 23,585 1,019 3,484 4,503 28,088 794,752 1,715,493 2,981,225 2,834,013 141,266 18,423 48,847 100,399 9,131,689 31,817 985,205 220,876 21,629,820 (160,828) 90,392 382,207 354,899 376,433 $ 22,672,923 $ 670,650 9,477,947 935,387 1,372,509 12,456,493 1,257,660 104,896 1,362,556 13,819,049 6,339,183 225,554 2,289,137 $ 22,672,923 2.77 1.66 3.59 2.69 .88 2.33 2.23 2.96 9.85 2.29 .32 1.27 .25 3.13 .13 .13 .44 .43 .19 .08 3.32 .33 .20% 401,162 499,947 1,617,814 3,187,648 3,061,415 166,113 20,986 54,754 111,205 9,121,044 8,775 8,658 58,522 87,523 27,475 4,990 472 1,316 11,545 209,276 24,669 106 21,119 387 676,819 766 13,589 6,002 6,383 26,740 809 3,364 4,173 30,913 1,174,589 155,885 20,792,329 (166,846) 124,718 382,500 357,544 383,739 $ 21,873,984 $ 625,517 9,059,524 1,034,991 1,380,003 12,100,035 1,294,691 103,901 1,398,592 13,498,627 5,961,116 237,130 2,177,111 $ 21,873,984 2.19 1.73 3.62 2.75 .90 3.00 2.25 2.40 10.38 2.29 .43 1.80 .25 3.26 .12 .15 .58 .46 .22 .06 3.24 .30 .23 % 3.11 % (2.90)% 8.07% 20.62 3.99 4.32 6.95 (2.20) .43 (4.52) 6.19 34.14 18.10 (9.20) (2.70) 5.69 (13.82) 15.43 3.34 (13.54) .57 (.70) 1.84 (9.93) 15.47 2.73 (0.98) (198.06) (1.17) (.79) 2.70 2.43 6.75 3.61 (10.24) (4.18) 2.07 3.18 (55.83) 1.62 2.02 2.45 .86 4.95 2.43% $ 664,038 $ 648,628 $ 645,906 2.93% 2.38% 3.00% .42% (B) Interest income and yields are presented on a fully-taxable equivalent basis using a federal income tax rate of 21% in 2018 and 35% in prior periods. Loan interest income includes tax free loan income (categorized as business loan income) which includes tax equivalent adjustments of $5,931,000 in 2018, $10,357,000 in 2017, $9,537,000 in 2016, $8,332,000 in 2015, $7,640,000 in 2014 and $6,673,000 in 2013. Investment securities interest income includes tax equivalent adjustments of $10,306,000 in 2018, $22,565,000 in 2017, $21,847,000 in 2016, $21,386,000 in 2015, $20,784,000 in 2014 and $19,861,000 in 2013. These adjustments relate to state and municipal obligations, trading securities, equity securities, and other securities. 55 QUARTERLY AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS (Dollars in millions) ASSETS Loans: Business(A) Real estate – construction and land $ Real estate – business Real estate – personal Consumer Revolving home equity Consumer credit card Overdrafts Total loans Loans held for sale Investment securities: U.S. government & federal agency obligations Government-sponsored enterprise obligations State & municipal obligations(A) Mortgage-backed securities Asset-backed securities Other debt securities Trading debt securities(A) Equity securities(A) Other securities(A) Total investment securities Federal funds sold and short-term securities purchased under agreements to resell Long-term securities purchased under agreements to resell Interest earning deposits with banks Total interest earning assets Allowance for loan losses Unrealized gain (loss) on debt securities Cash and due from banks Land, buildings and equipment – net Other assets Total assets LIABILITIES AND EQUITY Interest bearing deposits: Savings Interest checking and money market Certificates of deposit under $100,000 Certificates of deposit $100,000 & over Total interest bearing deposits Borrowings: Federal funds purchased and securities sold under agreements to repurchase Other borrowings Total borrowings Total interest bearing liabilities Non-interest bearing deposits Other liabilities Equity Total liabilities and equity Net interest margin (T/E) Net yield on interest earning assets (A) Includes tax equivalent calculations. $ $ $ $ Fourth Quarter Third Quarter Second Quarter First Quarter Average Balance Average Rates Earned/Paid Average Balance Average Rates Earned/Paid Average Balance Average Rates Earned/Paid Average Balance Average Rates Earned/Paid Year ended December 31, 2018 5,030 953 2,758 2,122 1,962 374 788 5 13,992 18 923 215 1,361 4,380 1,519 340 26 4 128 8,896 14 700 353 23,973 (159) (166) 365 343 452 24,808 871 10,839 585 1,091 13,386 1,656 1 1,657 15,043 6,667 265 2,833 24,808 216 3.93% $ 5.47 4.53 3.87 4.62 4.98 11.91 — 4.72 6.59 1.90 2.24 3.06 2.75 2.55 2.60 3.21 39.92 15.51 2.86 2.56 2.31 2.28 3.92 .11 .30 .70 1.61 .41 1.60 2.67 1.60 .54% $ $ $ $ 4,925 992 2,733 2,111 1,985 374 775 5 13,900 18 925 262 1,376 4,434 1,427 340 24 4 120 8,912 13 686 299 23,828 (159) (119) 357 344 445 24,696 877 10,840 594 1,100 13,411 1,500 2 1,502 14,913 6,678 296 2,809 24,696 211 3.80% $ 5.21 4.35 3.83 4.46 4.72 11.99 — 4.59 6.87 2.23 2.10 2.98 2.65 2.42 2.59 3.13 32.69 13.00 2.76 2.10 2.26 1.96 3.80 .11 .26 .56 1.41 .35 1.33 2.60 1.33 .45% $ $ $ $ 4,962 972 2,727 2,079 2,026 378 754 4 13,902 22 924 354 1,395 4,067 1,407 340 26 47 109 8,669 37 700 354 23,684 (159) (122) 357 343 419 24,522 881 10,850 609 1,135 13,475 1,339 3 1,342 14,817 6,749 228 2,728 24,522 216 3.69% $ 5.06 4.22 3.84 4.39 4.51 12.05 — 4.49 6.72 3.18 1.88 3.06 2.60 2.32 2.63 3.15 89.68 6.68 3.19 1.93 2.17 1.80 3.90 .11 .23 .46 1.23 .32 1.18 2.52 1.19 .40% $ $ $ $ 4,934 952 2,734 2,062 2,072 393 758 5 13,910 19 916 406 1,513 3,926 1,469 342 22 51 101 8,746 44 700 274 23,693 (159) (43) 364 345 437 24,637 839 10,738 625 1,134 13,336 1,560 2 1,562 14,898 6,825 199 2,715 24,637 197 3.48% 4.69 4.06 3.80 4.25 4.25 12.06 — 4.33 6.45 2.12 1.84 3.06 2.62 2.11 2.65 2.73 3.64 6.73 2.58 1.65 2.38 1.69 3.59 .12 .20 .43 1.02 .28 1.04 2.54 1.04 .36% 3.58% 3.52% 3.65% 3.37% 56 QUARTERLY AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS (Dollars in millions) ASSETS Loans: Business(A) Real estate – construction and land $ Real estate – business Real estate – personal Consumer Revolving home equity Consumer credit card Overdrafts Total loans Loans held for sale Investment securities: U.S. government & federal agency obligations Government-sponsored enterprise obligations State & municipal obligations(A) Mortgage-backed securities Asset-backed securities Other debt securities Trading debt securities(A) Equity securities(A) Other securities(A) Total investment securities Federal funds sold and short-term securities purchased under agreements to resell Long-term securities purchased under agreements to resell Interest earning deposits with banks Total interest earning assets Allowance for loan losses Unrealized gain on debt securities Cash and due from banks Land, buildings and equipment – net Other assets Total assets LIABILITIES AND EQUITY Interest bearing deposits: Savings Interest checking and money market Certificates of deposit under $100,000 Certificates of deposit $100,000 & over Total interest bearing deposits Borrowings: Federal funds purchased and securities sold under agreements to repurchase Other borrowings Total borrowings Total interest bearing liabilities Non-interest bearing deposits Other liabilities Equity Total liabilities and equity Net interest margin (T/E) Net yield on interest earning assets (A) Includes tax equivalent calculations. $ $ $ $ Fourth Quarter Third Quarter Second Quarter First Quarter Average Balance Average Rates Earned/Paid Average Balance Average Rates Earned/Paid Average Balance Average Rates Earned/Paid Average Balance Average Rates Earned/Paid Year ended December 31, 2017 4,818 948 2,720 2,045 2,101 394 757 5 13,788 18 918 452 1,631 3,950 1,623 351 20 82 96 9,123 27 700 270 23,926 (157) 37 372 347 438 24,963 822 10,416 645 1,119 13,002 1,626 42 1,668 14,670 7,257 312 2,724 24,963 198 3.32% $ 4.41 3.90 3.72 4.07 4.06 11.90 — 4.18 5.55 2.60 1.69 3.60 2.38 1.94 2.56 2.63 3.30 6.67 2.58 1.35 2.36 1.18 3.48 .12 .17 .40 .88 .24 .83 3.59 .90 .31% $ $ $ $ 4,778 888 2,710 2,017 2,070 395 740 4 13,602 21 918 457 1,699 3,719 2,025 322 21 51 102 9,314 24 662 211 23,834 (157) 73 349 345 429 24,873 829 10,387 668 1,326 13,210 1,501 102 1,603 14,813 7,136 252 2,672 24,873 190 3.25% $ 4.31 3.85 3.72 4.02 4.03 12.03 — 4.13 5.36 1.40 1.61 3.57 2.36 1.82 2.51 2.51 4.02 5.39 2.37 1.30 2.28 1.24 3.36 .12 .16 .40 .83 .24 .75 3.53 .93 .31% $ $ $ $ 4,828 862 2,701 2,004 1,998 400 731 5 13,529 18 911 450 1,772 3,708 2,335 321 21 53 100 9,671 13 666 139 24,036 (157) 58 349 344 413 25,043 831 10,667 688 1,510 13,696 1,363 106 1,469 15,165 7,066 203 2,609 25,043 191 3.21% $ 4.30 3.74 3.72 3.94 3.84 11.90 — 4.06 5.75 2.52 1.59 3.61 2.35 1.72 2.54 2.70 3.97 10.50 2.50 1.13 2.22 1.04 3.36 .12 .15 .39 .75 .23 .60 3.47 .81 .29% $ $ $ $ 4,907 828 2,646 2,012 1,975 405 748 4 13,525 12 913 450 1,783 3,760 2,360 327 25 56 99 9,773 10 725 208 24,253 (155) 15 376 346 417 25,252 796 10,604 705 1,671 13,776 1,356 102 1,458 15,234 7,247 234 2,537 25,252 187 3.02% 3.85 3.63 3.74 3.89 3.64 11.66 — 3.92 6.64 2.09 1.58 3.65 2.38 1.63 2.56 2.77 3.99 20.30 2.57 .94 2.12 .77 3.29 .13 .14 .37 .67 .21 .46 3.53 .67 .26% 3.29% 3.17% 3.18% 3.13% 57 SUMMARY OF QUARTERLY STATEMENTS OF INCOME Year ended December 31, 2018 (In thousands, except per share data) Interest income Interest expense Net interest income Non-interest income Investment securities gains (losses), net Salaries and employee benefits Other expense Provision for loan losses Income before income taxes Income taxes Non-controlling interest Net income attributable to Commerce Bancshares, Inc. Net income per common share — basic* Net income per common share — diluted* Weighted average shares — basic* Weighted average shares — diluted* Year ended December 31, 2017 (In thousands, except per share data) Interest income Interest expense Net interest income Non-interest income Investment securities gains (losses), net Salaries and employee benefits Other expense Provision for loan losses Income before income taxes Income taxes Non-controlling interest Net income attributable to Commerce Bancshares, Inc. Net income per common share — basic* Net income per common share — diluted* Weighted average shares — basic* Weighted average shares — diluted* 12/31/2018 9/30/2018 6/30/2018 3/31/2018 For the Quarter Ended $ 232,832 $ (20,612) 212,220 133,087 (7,129) (120,517) (68,108) (12,256) 137,297 (26,537) (1,108) 224,751 $ (16,997) 207,754 123,714 4,306 (116,194) (68,865) (9,999) 140,716 (26,647) (1,493) 225,623 $ (14,664) 210,959 124,850 (3,075) (115,589) (66,271) (10,043) 140,831 (29,507) (994) 109,652 $ 112,576 $ 110,330 $ .96 $ .96 $ 110,477 110,770 .99 $ .98 $ 110,889 111,260 .96 $ .96 $ 110,970 111,331 12/31/2017 9/30/2017 6/30/2017 3/31/2017 For the Quarter Ended 201,572 $ (11,564) 190,008 119,383 27,209 (115,741) (93,118) (12,654) 115,087 (20,104) (628) 194,244 $ (11,653) 182,591 116,887 (3,037) (111,382) (67,835) (10,704) 106,520 (32,294) 338 193,594 $ (10,787) 182,807 115,380 1,651 187,997 (9,724) 178,273 109,613 (772) (108,829) (112,369) (68,061) (10,758) 112,190 (33,201) (29) 94,355 $ 74,564 $ 78,960 $ .82 $ .82 $ 110,900 111,275 .65 $ .64 $ 110,909 111,280 .68 $ .68 $ 110,862 111,241 205,995 (13,103) 192,892 119,690 5,410 (115,894) (66,383) (10,396) 125,319 (23,258) (1,077) 100,984 .88 .88 110,916 111,264 (67,008) (11,128) 96,609 (24,907) (198) 71,504 .62 .62 110,658 111,096 $ $ $ $ $ $ $ Year ended December 31, 2016 (In thousands, except per share data) 12/31/2016 9/30/2016 6/30/2016 3/31/2016 For the Quarter Ended Interest income Interest expense Net interest income Non-interest income Investment securities gains (losses), net Salaries and employee benefits Other expense Provision for loan losses Income before income taxes Income taxes Non-controlling interest Net income attributable to Commerce Bancshares, Inc. Net income per common share — basic* Net income per common share — diluted* Weighted average shares — basic* Weighted average shares — diluted* * Restated for the 5% stock dividend distributed in 2018. $ 181,498 $ 179,361 $ 180,065 $ (8,296) 173,202 112,817 3,651 (108,639) (65,960) (10,400) 104,671 (32,297) (795) (8,118) 171,243 112,112 (1,965) (107,004) (67,031) (7,263) 100,092 (30,942) (605) (8,236) 171,829 109,113 (744) (104,808) (64,824) (9,216) 101,350 (31,542) 85 71,579 $ 68,545 $ 69,893 $ .62 $ .62 $ 110,507 110,866 .59 $ .59 $ 110,468 110,749 .61 $ .60 $ 110,416 110,704 $ $ $ 58 172,128 (8,353) 163,775 112,514 (995) (106,859) (64,104) (9,439) 94,892 (29,370) (148) 65,374 .56 .56 110,629 110,880 Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required by this item is set forth on pages 46 through 47 of Management’s Discussion and Analysis of Financial Condition and Results of Operations. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Commerce Bancshares, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Commerce Bancshares, Inc. and subsidiaries (the Company) as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 1971. Kansas City, Missouri February 21, 2019 59 Commerce Bancshares, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS ASSETS Loans Allowance for loan losses Net loans Loans held for sale (including $13,529,000 and $15,327,000 of residential mortgage loans carried at fair value at December 31, 2018 and 2017, respectively) Investment securities: Available for sale debt ($463,325,000 and $662,515,000 pledged at December 31, 2018 and 2017, respectively, to secure swap and repurchase agreements) Trading debt Equity Other Total investment securities Federal funds sold and short-term securities purchased under agreements to resell Long-term securities purchased under agreements to resell Interest earning deposits with banks Cash and due from banks Land, buildings and equipment – net Goodwill Other intangible assets – net Other assets Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Deposits: Non-interest bearing Savings, interest checking and money market Certificates of deposit of less than $100,000 Certificates of deposit of $100,000 and over Total deposits Federal funds purchased and securities sold under agreements to repurchase Other borrowings Other liabilities Total liabilities Commerce Bancshares, Inc. stockholders’ equity: Preferred stock, $1 par value Authorized 2,000,000 shares; issued 6,000 shares at December 31, 2018 and 2017 Common stock, $5 par value Authorized 120,000,000 shares; issued 111,886,450 shares at December 31, 2018 and 107,081,397 shares at December 31, 2017 Capital surplus Retained earnings Treasury stock of 555,100 shares at December 31, 2018 and 276,968 shares at December 31, 2017, at cost Accumulated other comprehensive income (loss) Total Commerce Bancshares, Inc. stockholders’ equity Non-controlling interest Total equity Total liabilities and equity See accompanying notes to consolidated financial statements. December 31 2018 2017 (In thousands) $ 14,140,298 $ (159,932) 13,980,366 13,983,674 (159,532) 13,824,142 20,694 21,398 8,538,041 27,059 4,409 129,157 8,698,666 3,320 700,000 689,876 507,892 333,119 138,921 8,794 382,194 25,463,842 $ 6,980,298 $ 11,685,239 586,091 1,072,031 20,323,659 1,956,389 8,702 237,943 22,526,693 8,725,442 18,269 50,591 99,005 8,893,307 42,775 700,000 30,631 438,439 335,110 138,921 7,618 401,074 24,833,415 7,158,962 11,499,620 634,646 1,132,218 20,425,446 1,507,138 1,758 180,889 22,115,231 144,784 144,784 559,432 2,084,824 241,163 (34,236) (64,669) 2,931,298 5,851 2,937,149 25,463,842 $ 535,407 1,815,360 221,374 (14,473) 14,108 2,716,560 1,624 2,718,184 24,833,415 $ $ $ 60 Commerce Bancshares, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) INTEREST INCOME Interest and fees on loans Interest on loans held for sale Interest on investment securities Interest on federal funds sold and short-term securities purchased under agreements to resell Interest on long-term securities purchased under agreements to resell Interest on deposits with banks Total interest income INTEREST EXPENSE Interest on deposits: Savings, interest checking and money market Certificates of deposit of less than $100,000 Certificates of deposit of $100,000 and over Interest on federal funds purchased and securities sold under agreements to repurchase Interest on other borrowings Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses NON-INTEREST INCOME Bank card transaction fees Trust fees Deposit account charges and other fees Capital market fees Consumer brokerage services Loan fees and sales Other Total non-interest income INVESTMENT SECURITIES GAINS (LOSSES), NET NON-INTEREST EXPENSE Salaries and employee benefits Net occupancy Equipment Supplies and communication Data processing and software Marketing Deposit insurance Community service Other Total non-interest expense Income before income taxes Less income taxes Net income Less non-controlling interest expense Net income attributable to Commerce Bancshares, Inc. Less preferred stock dividends Net income available to common shareholders Net income per common share - basic Net income per common share - diluted See accompanying notes to consolidated financial statements. $ $ $ 61 For the Years Ended December 31 2017 2016 2018 $ 625,083 $ 1,298 240,187 543,825 $ 1,000 214,689 519 15,881 6,233 889,201 27,803 3,215 14,658 19,655 45 65,376 823,825 42,694 781,131 171,576 147,964 94,517 7,721 15,807 12,723 51,033 501,341 (488) 468,194 46,044 18,125 20,637 85,978 20,548 11,546 2,445 64,304 737,821 544,163 105,949 438,214 4,672 433,542 9,000 424,542 $ 3.79 $ 3.78 $ 230 15,440 2,223 777,407 17,309 2,645 10,859 9,829 3,086 43,728 733,679 45,244 688,435 155,100 135,159 90,060 7,996 14,630 13,948 44,370 461,263 25,051 448,321 45,612 18,568 22,790 80,998 16,325 13,986 34,377 63,366 744,343 430,406 110,506 319,900 517 319,383 9,000 310,383 $ 2.77 $ 2.76 $ 489,956 1,317 207,184 78 13,544 973 713,052 14,366 2,809 8,545 3,315 3,968 33,003 680,049 36,318 643,731 154,043 121,795 86,394 10,655 13,784 11,412 48,473 446,556 (53) 427,310 46,290 19,141 24,135 79,589 16,032 13,327 3,906 59,499 689,229 401,005 124,151 276,854 1,463 275,391 9,000 266,391 2.38 2.37 Commerce Bancshares, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Net income 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 Net unrealized gains (losses) on other securities Change in pension loss Unrealized gains on cash flow hedge derivatives Other comprehensive income (loss) Comprehensive income Less non-controlling interest expense For the Years Ended December 31 2018 2017 2016 $ 438,214 $ 319,900 $ 276,854 (277) (55,631) 664 6,855 (48,389) 389,825 4,672 412 3,022 (301) — 3,133 323,033 517 (341) (22,422) 1,268 — (21,495) 255,359 1,463 253,896 Comprehensive income attributable to Commerce Bancshares, Inc. $ 385,153 $ 322,516 $ See accompanying notes to consolidated financial statements. 62 Commerce Bancshares, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses Provision for depreciation and amortization Amortization of investment security premiums, net Deferred income tax (benefit) expense Investment securities (gains) losses, net (A) Net gains on sales of loans held for sale Proceeds from sales of loans held for sale Originations of loans held for sale Net (increase) decrease in trading securities, excluding unsettled transactions Stock-based compensation Increase in interest receivable Increase in interest payable Increase (decrease) in income taxes payable Donation of securities Other changes, net Net cash provided by operating activities INVESTING ACTIVITIES Proceeds from sales of investment securities (A) Proceeds from maturities/pay downs of investment securities (A) Purchases of investment securities (A) Net increase in loans Long-term securities purchased under agreements to resell Repayments of long-term securities purchased under agreements to resell Purchases of land, buildings and equipment Sales of land, buildings and equipment Net cash provided by (used in) investing activities FINANCING ACTIVITIES Net increase (decrease) in non-interest bearing, savings, interest checking and money market deposits Net increase (decrease) in certificates of deposit Net increase (decrease) in federal funds purchased and short-term securities sold under agreements to repurchase Net increase (decrease) in other borrowings Purchases of treasury stock Issuance of stock under equity compensation plans Cash dividends paid on common stock Cash dividends paid on preferred stock Net cash provided by (used in) financing activities Increase (decrease) in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of year Cash, cash equivalents and restricted cash at end of year Income tax payments, net Interest paid on deposits and borrowings Loans transferred to foreclosed real estate Loans transferred from held for investment to held for sale, net (A) Available for sale debt securities, equity securities, and other securities. See accompanying notes to consolidated financial statements. 63 For the Years Ended December 31 2018 2017 2016 $ 438,214 $ 319,900 $ 276,854 42,694 38,679 26,224 5,336 488 (6,370) 208,431 (203,775) (14,277) 12,841 (4,258) 2,137 12,288 — (5,992) 552,660 45,244 39,732 35,423 13,617 (25,051) (8,008) 215,373 (216,064) 7,585 12,105 (4,459) 38 (27,685) 32,036 (13,259) 426,527 36,318 40,929 31,493 (2,059) 53 (5,850) 160,875 (163,469) 73,780 11,525 (3,642) 1,107 4,509 — (7,460) 454,963 708,864 1,510,985 792,380 1,899,640 24,380 2,032,397 (2,090,333) (1,853,817) (1,988,101) (200,673) (100,000) 100,000 (33,294) 13,427 (91,024) 60,278 (108,742) 449,251 6,944 (75,231) (10) (100,238) (9,000) 223,252 684,888 $ $ 524,352 1,209,240 $ 84,172 $ 63,239 1,551 — (614,849) (1,009,523) (75,000) 100,000 (30,824) 3,190 220,720 (15,036) (474,044) (216,767) (100,291) (17,771) (8) (91,619) (9,000) (924,536) (277,289) 801,641 524,352 $ 120,744 $ 43,690 2,063 — (250,000) 400,000 (24,478) 10,112 (805,213) 782,846 243,199 (239,647) (1,769) (39,381) (6) (87,070) (9,000) 649,172 298,922 502,719 801,641 119,596 31,896 1,122 42,688 Commerce Bancshares, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands, except per share data) Balance, December 31, 2015 Net income Other comprehensive loss Distributions to non-controlling interest Purchases of treasury stock Cash dividends paid on common stock ($.777 per share) Cash dividends paid on preferred stock ($1.500 per depositary share) Excess tax benefit related to equity compensation plans Stock-based compensation Issuance under stock purchase and equity compensation plans 5% stock dividend, net Balance, December 31, 2016 Adoption of ASU 2016-09 Net income Other comprehensive income Distributions to non-controlling interest Sale of non-controlling interest of subsidiary Purchases of treasury stock Cash dividends paid on common stock ($.816 per share) Cash dividends paid on preferred stock ($1.500 per depositary share) Stock-based compensation Issuance under stock purchase and equity compensation plans 5% stock dividend, net Balance, December 31, 2017 Adoption of ASU 2018-02 Adoption of ASU 2016-01 Net income Other comprehensive loss Distributions to non-controlling interest Purchases of treasury stock Cash dividends paid on common stock ($.895 per share) Cash dividends paid on preferred stock ($1.500 per depositary share) Stock-based compensation Issuance under stock purchase and equity compensation plans 5% stock dividend, net Balance, December 31, 2018 Commerce Bancshares, Inc. Shareholders Preferred Stock Common Stock Capital Surplus Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non- Controlling Interest Total $ 144,784 $ 489,862 $ 1,337,677 $ 383,313 $ (26,116) $ 32,470 $ 5,428 $ 2,367,418 275,391 1,463 276,854 (87,070) (9,000) 3,390 11,525 (15,810) 20,153 215,672 (269,785) 144,784 510,015 1,552,454 3,441 292,849 (2,144) 319,383 2,950 12,105 (17,734) (91,619) (9,000) 25,392 262,144 (288,095) 144,784 535,407 1,815,360 221,374 (2,932) 33,320 433,542 (100,238) (9,000) 12,841 (21,632) 24,025 278,255 (334,903) (21,495) (1,542) (21,495) (1,542) (39,381) (87,070) (9,000) 3,390 11,525 911 (478) 10,975 5,349 2,501,132 1,297 517 319,900 3,133 (1,293) (2,949) 3,133 (1,293) 1 (17,771) (91,619) (9,000) 12,105 858 (559) 14,108 2,932 (33,320) (48,389) 1,624 2,718,184 — — 4,672 438,214 (445) (48,389) (445) (75,231) (100,238) (9,000) 12,841 1,792 (579) (39,381) 16,721 33,482 (15,294) (17,771) 18,592 (14,473) (75,231) 23,424 32,044 $ 144,784 $ 559,432 $ 2,084,824 $ 241,163 $ (34,236) $ (64,669) $ 5,851 $ 2,937,149 See accompanying notes to consolidated financial statements. 64 Commerce Bancshares, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Nature of Operations Commerce Bancshares, Inc. and its subsidiaries (the Company) conducts its principal activities from approximately 320 branch and ATM locations throughout Missouri, Illinois, Kansas, Oklahoma and Colorado. Principal activities include retail and commercial banking, investment management, securities brokerage, mortgage banking, credit related insurance and private equity investment activities. The Company also maintains commercial banking offices in Dallas, Houston, Cincinnati, Nashville, Des Moines, Indianapolis, and Grand Rapids. Basis of Presentation The Company follows accounting principles generally accepted in the United States of America (GAAP) and reporting practices applicable to the banking industry. The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and notes. These estimates are based on information available to management at the time the estimates are made. While the consolidated financial statements reflect management’s best estimates and judgments, actual results could differ from those estimates. The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries (after elimination of all material intercompany balances and transactions). Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no effect on net income or total assets. Management has evaluated subsequent events for potential recognition or disclosure through the date these consolidated financial statements were issued. The Company, in the normal course of business, engages in a variety of activities that involve variable interest entities (VIEs). A VIE is a legal entity that lacks equity investors or whose equity investors do not have a controlling financial interest in the entity through their equity investments. However, an enterprise is deemed to have a controlling financial interest and is the primary beneficiary of a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. An enterprise that is the primary beneficiary must consolidate the VIE. The Company’s interests in VIEs are evaluated to determine if the Company is the primary beneficiary both at inception and when there is a change in circumstances that requires a reconsideration. The Company is considered to be the primary beneficiary in a rabbi trust related to a deferred compensation plan offered to certain employees. The assets and liabilities of this trust, which are included in the accompanying consolidated balance sheets, are not significant. The Company also has variable interests in certain entities in which it is not the primary beneficiary. These entities are not consolidated. These interests include affordable housing limited partnership interests, holdings in its investment portfolio of various asset and mortgage-backed bonds that are issued by securitization trusts, and managed discretionary trust assets that are not included in the accompanying consolidated balance sheets. Cash, Cash Equivalents and Restricted Cash In the accompanying consolidated statements of cash flows, cash and cash equivalents include “Cash and due from banks”, “Federal funds sold and short-term securities purchased under agreements to resell”, and “Interest earning deposits with banks” as segregated in the accompanying consolidated balance sheets. Restricted cash is comprised of cash collateral on deposit with another financial institution to secure interest rate swap transactions. Restricted cash is included in other assets in the consolidated balance sheets and totaled $8.2 million and $12.5 million at December 31, 2018 and 2017, respectively. Regulations of the Federal Reserve System require cash balances to be maintained at the Federal Reserve Bank, based on certain deposit levels. The minimum reserve requirement for the Bank at December 31, 2018 totaled $228.3 million. Other interest earning cash balances held at the Federal Reserve Bank totaled $689.9 million. Loans and Related Earnings Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal balances, net of undisbursed loan proceeds, the allowance for loan losses, and any deferred fees and costs on originated loans. Origination fee income received on loans and amounts representing the estimated direct costs of origination are deferred and amortized to interest income over the life of the loan using the interest method. 65 Interest on loans is accrued based upon the principal amount outstanding. Interest income is recognized primarily on the level yield method. Loan and commitment fees, net of costs, are deferred and recognized in income over the term of the loan or commitment as an adjustment of yield. Annual fees charged on credit card loans are capitalized to principal and amortized over 12 months to loan fees and sales. Other credit card fees, such as cash advance fees and late payment fees, are recognized in income as an adjustment of yield when charged to the cardholder’s account. Non-Accrual Loans Loans are placed on non-accrual status when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment. Business, construction real estate, business real estate, and personal real estate loans that are contractually 90 days past due as to principal and/or interest payments are generally placed on non-accrual, unless they are both well-secured and in the process of collection. Consumer, revolving home equity and credit card loans are exempt under regulatory rules from being classified as non-accrual. When a loan is placed on non-accrual status, any interest previously accrued but not collected is reversed against current income, and the loan is charged off to the extent uncollectible. Principal and interest payments received on non-accrual loans are generally applied to principal. Interest is included in income only after all previous loan charge- offs have been recovered and is recorded only as received. The loan is returned to accrual status only when the borrower has brought all past due principal and interest payments current, and, in the opinion of management, the borrower has demonstrated the ability to make future payments of principal and interest as scheduled. A six month history of sustained payment performance is generally required before reinstatement of accrual status. Troubled Debt Restructurings A loan is accounted for as a troubled debt restructuring if the Company, for economic or legal reasons related to the borrowers’ financial difficulties, grants a concession to the borrower that it would not otherwise consider. A troubled debt restructuring typically involves (1) modification of terms such as a reduction of the stated interest rate, loan principal, or accrued interest, (2) a loan renewal at a stated interest rate lower than the current market rate for a new loan with similar risk, or (3) debt that was not reaffirmed in bankruptcy. Business, business real estate, construction real estate and personal real estate troubled debt restructurings with impairment charges are placed on non-accrual status. The Company measures the impairment loss of a troubled debt restructuring in the same manner as described below. Troubled debt restructurings which are performing under their contractual terms continue to accrue interest which is recognized in current earnings. Impaired Loans Loans are evaluated regularly by management for impairment. Included in impaired loans are all non-accrual loans, as well as loans that have been classified as troubled debt restructurings. Once a loan has been identified as impaired, impairment is measured based on either the present value of the expected future cash flows at the loan’s initial effective interest rate or the fair value of the collateral if collateral dependent. Factors considered in determining impairment include delinquency status, cash flow analysis, credit analysis, and collateral value and availability. Loans Held For Sale Loans held for sale include student loans and certain fixed rate residential mortgage loans. These loans are typically classified as held for sale upon origination based upon management's intent to sell the production of these loans. The student loans are carried at the lower of aggregate cost or fair value, and their fair value is determined based on sale contract prices. The mortgage loans are carried at fair value under the elected fair value option. Their fair value is based on secondary market prices for loans with similar characteristics, including an adjustment for embedded servicing value. Changes in fair value and gains and losses on sales are included in loan fees and sales. Deferred fees and costs related to these loans are not amortized but are recognized as part of the cost basis of the loan at the time it is sold. Interest income related to loans held for sale is accrued based on the principal amount outstanding and the loan's contractual interest rate. Occasionally, other types of loans may be classified as held for sale in order to manage credit concentration. These loans are carried at the lower of cost or fair value with gains and losses on sales recognized in loan fees and sales. Allowance/Provision for Loan Losses The allowance for loan losses is maintained at a level believed to be appropriate by management to provide for probable loan losses inherent in the portfolio as of the balance sheet date, including losses on known or anticipated problem loans as well as for loans which are not currently known to require specific allowances. Management has established a process to determine the amount of the allowance for loan losses which assesses the risks and losses inherent in its portfolio. Business, construction real estate and business real estate loans are normally larger and more complex, and their collection rates are harder to predict. These loans are more likely to be collateral dependent and are allocated a larger reserve, due to their potential volatility. Personal real 66 estate, credit card, consumer and revolving home equity loans are individually smaller and perform in a more homogenous manner, making loss estimates more predictable. Management’s process provides an allowance consisting of a specific allowance component based on certain individually evaluated loans and a general component based on estimates of reserves needed for pools of loans. Loans subject to individual evaluation generally consist of business, construction real estate, business real estate and personal real estate loans on non-accrual status. These impaired loans are evaluated individually for the impairment of repayment potential and collateral adequacy. Other impaired loans identified as performing troubled debt restructurings are collectively evaluated because they have similar risk characteristics. Loans which have not been identified as impaired are segregated by loan type and sub-type and are collectively evaluated. Reserves calculated for these loan pools are estimated using a consistent methodology that considers historical loan loss experience by loan type, loss emergence periods, delinquencies, current economic factors, loan risk ratings and industry concentrations. The Company’s estimate of the allowance for loan losses and the corresponding provision for loan losses is based on various judgments and assumptions made by management. The amount of the allowance for loan losses is influenced by several qualitative factors which include collateral valuation, evaluation of performance and status, current loan portfolio composition and characteristics, trends in delinquencies, portfolio risk ratings, levels of non-performing assets, and prevailing regional and national economic and business conditions. The estimates, appraisals, evaluations, and cash flows utilized by management may be subject to frequent adjustments due to changing economic prospects of borrowers or properties. These estimates are reviewed periodically and adjustments, if necessary, are recorded in the provision for loan losses in the periods in which they become known. Loans, or portions of loans, are charged off to the extent deemed uncollectible. Loan charge-offs reduce the allowance for loan losses, and recoveries of loans previously charged off are added back to the allowance. Business, business real estate, construction real estate and personal real estate loans are generally charged down to estimated collectible balances when they are placed on non-accrual status. Consumer loans and related accrued interest are normally charged down to the fair value of related collateral (or are charged off in full if no collateral) once the loans are more than 120 days delinquent. Credit card loans are charged off against the allowance for loan losses when the receivable is more than 180 days past due. The interest and fee income previously capitalized but not collected on credit card charge-offs is reversed against interest income. Operating, Direct Financing and Sales Type Leases The net investment in direct financing and sales type leases is included in loans on the Company’s consolidated balance sheets and consists of the present values of the sum of the future minimum lease payments and estimated residual value of the leased asset. Revenue consists of interest earned on the net investment and is recognized over the lease term as a constant percentage return thereon. The net investment in operating leases is included in other assets on the Company’s consolidated balance sheets. It is carried at cost, less the amount depreciated to date. Depreciation is recognized on a straight-line basis over the lease term to the estimated residual value. Operating lease revenue consists of the contractual lease payments and is recognized over the lease term in other non-interest income. Estimated residual values are established at lease inception utilizing contract terms, past customer experience, and general market data and are reviewed and adjusted, if necessary, on an annual basis. Investments in Debt and Equity Securities The majority of the Company's investment portfolio is comprised of debt securities which are classified as available for sale. From time to time, the Company sells securities and utilizes the proceeds to reduce borrowings, fund loan growth, or modify its interest rate profile. Securities classified as available for sale are carried at fair value. Changes in fair value, excluding certain losses associated with other-than-temporary impairment (OTTI), are reported in other comprehensive income (loss), a component of stockholders’ equity. Securities are periodically evaluated for OTTI in accordance with guidance provided in ASC 320-10-35. For securities with OTTI, the entire loss in fair value is required to be recognized in current earnings if the Company intends to sell the securities or believes it likely that it will be required to sell the security before the anticipated recovery. If neither condition is met, but the Company does not expect to recover the amortized cost basis, the Company determines whether a credit loss has occurred, and the loss is then recognized in current earnings. The noncredit-related portion of the overall loss is reported in other comprehensive income (loss). Gains and losses realized upon sales of securities are calculated using the specific identification method and are included in investment securities gains (losses), net, in the consolidated statements of income. Purchase premiums and discounts are amortized to interest income using a level yield method over the estimated lives of the securities. For mortgage and asset-backed securities, prepayment experience is evaluated quarterly to determine the appropriate estimate of the future rate of prepayment. When a change in a bond's estimated remaining life is necessary, a corresponding adjustment is made in the related amortization of premium or discount accretion. 67 Equity securities include common and preferred stock with readily determinable fair values. These are also carried at fair value. Prior to January 1, 2018, changes in fair value were recorded in other comprehensive income. The Company's adoption of ASU 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities", effective January 1, 2018, required that all subsequent changes in fair value be recorded in current earnings. The adoption also required a reclassification of the unrealized gain in fair value on equity securities (recorded in accumulated other comprehensive income at December 31, 2017) to retained earnings. The amount of this reclassification was $33.3 million, net of tax. Certain equity securities do not have readily determinable fair values. The Company has elected under ASU 2016-01 to measure these at cost minus impairment, if any, plus or minus changes resulting from observable price changes for the identical or similar investment of the same issuer. The Company has not recorded any impairment or other adjustments to the carrying amount of these investments. Other securities include Federal Reserve Bank stock and Federal Home Loan Bank stock, which are held for debt and regulatory purposes. They are carried at cost and periodically evaluated for other-than-temporary impairment. Also included are investments in portfolio concerns held by the Company’s private equity subsidiaries, which consist of both debt and equity instruments. Private equity investments are carried at fair value in accordance with ASC 946-10-15, with changes in fair value reported in current earnings. In the absence of readily ascertainable market values, fair value is estimated using internally developed methods. Changes in fair value which are recognized in current earnings and gains and losses from sales are included in investment securities gains (losses), net in the consolidated statements of income. Trading account securities, which are debt securities bought and held principally for the purpose of resale in the near term, are carried at fair value. Gains and losses, both realized and unrealized, are recorded in non-interest income. Purchases and sales of securities are recognized on a trade date basis. A receivable or payable is recognized for pending transaction settlements. Securities Purchased under Agreements to Resell and Securities Sold under Agreements to Repurchase Securities purchased under agreements to resell and securities sold under agreements to repurchase are treated as collateralized financing transactions, not as purchases and sales of the underlying securities. The agreements are recorded at the amount of cash advanced or received. The Company periodically enters into securities purchased under agreements to resell with large financial institutions. Securities pledged by the counterparties to secure these agreements are delivered to a third party custodian. Securities sold under agreements to repurchase are a source of funding to the Company and are offered to cash management customers as an automated, collateralized investment account. From time to time, securities sold may also be used by the Bank to obtain additional borrowed funds at favorable rates. These borrowings are secured by a portion of the Company's investment security portfolio and delivered either to the dealer custody account at the FRB or to the applicable counterparty. The fair value of collateral either received from or provided to a counterparty is monitored daily, and additional collateral is obtained, returned, or provided by the Company in order to maintain full collateralization for these transactions. As permitted by current accounting guidance, the Company offsets certain securities purchased under agreements to resell against securities sold under agreements to repurchase in its balance sheet presentation. These agreements are further discussed in Note 19, Resale and Repurchase Agreements. Land, Buildings and Equipment Land is stated at cost, and buildings and equipment are stated at cost, including capitalized interest when appropriate, less accumulated depreciation. Depreciation is computed using a straight-line method, utilizing estimated useful lives; generally 30 years for buildings, 10 years for building improvements, and 3 to 10 years for equipment. Leasehold improvements are amortized over the shorter of 10 years or the remaining lease term. Maintenance and repairs are charged to non-interest expense as incurred. 68 Foreclosed Assets Foreclosed assets consist of property that has been repossessed and is comprised of commercial and residential real estate and other non-real estate property, including auto and recreational and marine vehicles. The assets are initially recorded at fair value less estimated selling costs, establishing a new cost basis. Initial valuation adjustments are charged to the allowance for loan losses. Fair values are estimated primarily based on appraisals, third-party price opinions, or internally developed pricing models. After initial recognition, fair value estimates are updated periodically. Declines in fair value below cost are recognized through valuation allowances which may be reversed when supported by future increases in fair value. These valuation adjustments, in addition to gains and losses realized on sales and net operating expenses, are recorded in other non-interest expense. Goodwill and Intangible Assets Goodwill is not amortized but is assessed for impairment on an annual basis or more frequently in certain circumstances. When testing for goodwill impairment, the Company may initially perform a qualitative assessment. Based on the results of this qualitative assessment, if the Company concludes it is more likely than not that a reporting unit's fair value is less than its carrying amount, a quantitative analysis is performed. Quantitative valuation methodologies include a combination of formulas using current market multiples, based on recent sales of financial institutions within the Company's geographic marketplace. If the fair value of a reporting unit is less than the carrying amount, additional analysis is required to measure the amount of impairment. The Company has not recorded impairment resulting from goodwill impairment tests. However, adverse changes in the economic environment, operations of the reporting unit, or other factors could result in a decline in fair value. Intangible assets that have finite useful lives, such as core deposit intangibles and mortgage servicing rights, are amortized over their estimated useful lives. Core deposit intangibles are amortized over periods of 8 to 14 years, representing their estimated lives, using accelerated methods. Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income, considering appropriate prepayment assumptions. Core deposit intangibles are reviewed for impairment whenever events or changes in circumstances indicate their carrying amount may not be recoverable. Impairment is indicated if the sum of the undiscounted estimated future net cash flows is less than the carrying value of the intangible asset. Mortgage servicing rights, while initially recorded at fair value, are subsequently amortized and carried at the lower of the initial capitalized amount (net of accumulated amortization), or estimated fair value. The Company evaluates its mortgage servicing rights for impairment on a quarterly basis, using estimated prepayment speeds of the underlying mortgage loans serviced and stratifications based on the risk characteristics of the underlying loans. A valuation allowance has been established, through a charge to earnings, to the extent the amortized cost exceeds the estimated fair value. However, the Company has not recorded other-than-temporary impairment losses on either of these types of intangible assets. Income Taxes Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income taxes are provided for temporary differences between the financial reporting bases and income tax bases of the Company’s assets and liabilities, net operating losses, and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income when such assets and liabilities are anticipated to be settled or realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as tax expense or benefit in the period that includes the enactment date of the change. In determining the amount of deferred tax assets to recognize in the financial statements, the Company evaluates the likelihood of realizing such benefits in future periods. A valuation allowance is established if it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company recognizes interest and penalties related to income taxes within income tax expense in the consolidated statements of income. The Company and its eligible subsidiaries file a consolidated federal income tax return. State and local income tax returns are filed on a combined, consolidated or separate return basis based upon each jurisdiction’s laws and regulations. In December 2017, tax reform legislation was enacted which changed the maximum corporate tax rate for years 2018 and beyond. As such, deferred tax assets and liabilities were revalued in 2017 to account for the change in future tax rates. Additional information about current and deferred income taxes is provided in Note 8, Income Taxes. Non-Interest Income Non-interest income is mainly comprised of revenue from contracts with customers. For that revenue (excluding certain revenue associated with financial instruments, derivative and hedging instruments, guarantees, lease contracts, transferring and servicing of financial assets, and other specific revenue transactions), the Company applies the following five-step approach when recognizing revenue: (i) identify the contract with the customer, (ii) identify the performance obligations, (iii) determine the 69 transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the performance obligation is satisfied. The Company’s contracts with customers are generally short term in nature, with a duration of one year or less, and most contracts are cancellable by either the Company or its customer without penalty. Performance obligations for customer contracts are generally satisfied at a single point in time, typically when the transaction is complete and the customer has received the goods or service, or over time. For performance obligations satisfied over time, the Company recognizes the value of the goods or services transferred to the customer when the performance obligations have been transferred and received by the customer. Payments for satisfied performance obligations are typically due when or as the goods or services are completed, or shortly thereafter, which usually occurs within a single financial reporting period. In situations where payment is made before the performance obligation is satisfied, the fees are deferred until the performance obligations pertaining to those goods or services are completed. In cases where payment has not been received despite satisfaction of its performance obligations, the Company accrues an estimate of the amount due in the period that the performance obligations have been satisfied. For contracts with variable components, the Company only recognizes revenue to the extent that it is probable that the cumulative amount recognized will not be subject to a significant reversal in future periods. Generally, the Company’s contracts do not include terms that require significant judgment to determine whether a variable component is included within the transaction price. The Company generally acts in a principal capacity, on its own behalf, in most of its contracts with customers. For these transactions, revenue and the related costs to provide the goods or services are presented on a gross basis in the financial statements. In some cases, the Company acts in an agent capacity, deriving revenue through assisting third parties in transactions with the Company’s customers. In such transactions, revenue and the related costs to provide services is presented on a net basis in the financial statements. These transactions primarily relate to fees earned from bank card and related network and rewards costs and the sales of annuities and certain limited insurance products. Derivatives Most of the Company's derivative contracts are accounted for as free-standing instruments. These instruments are carried at fair value, and changes in fair value are recognized in current earnings. They include interest rate swaps and caps, which are offered to customers to assist in managing their risks of adverse changes in interest rates. Each contract between the Company and a customer is offset by a contract between the Company and an institutional counterparty, thus minimizing the Company's exposure to rate changes. The Company also enters into certain contracts, known as credit risk participation agreements, to buy or sell credit protection on specific interest rate swaps. It also purchases and sells forward foreign exchange contracts, either in connection with customer transactions, or for its own trading purposes. In 2015, the Company began an origination and sales program of certain personal real estate mortgages. Derivative instruments under this program include mortgage loan commitments, forward loan sale contracts, and forward contracts to sell certain to-be-announced (TBA) securities. The Company's interest rate risk management policy permits the use of hedge accounting for derivatives, and in 2018 the Company entered into interest rate floor contracts as protection from the potential for declining interest rates in the commercial loan portfolio. These floors were designated and qualified as cash flow hedges. In a cash flow hedge, the changes in fair value are recorded in accumulated other comprehensive income and recognized in the income statement when the hedged cash flows affect earnings. Both at hedge inception and on an ongoing basis, the Company assesses whether the interest rate floors used in the hedging relationships are highly effective in offsetting changes in the cash flows of the hedged items. The Company has master netting arrangements with various counterparties but does not offset derivative assets and liabilities under these arrangements in its consolidated balance sheets. However, interest rate swaps that are executed under central clearing requirements are presented net of variation margin as mandated by the statutory terms of the Company's contract with its clearing counterparty. Additional information about derivatives held by the Company and valuation methods employed is provided in Note 16, Fair Value Measurements and Note 18, Derivative Instruments. Pension Plan The Company’s pension plan is described in Note 9, Employee Benefit Plans. Historically, the Company has reported all components of net periodic pension cost in salaries and employee benefits in its consolidated statements of income. Upon the adoption of ASU 2017-07 "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost", in 2018, only the service cost component of net periodic pension cost is reported in salaries and employee benefits in the accompanying consolidated statements of income, while the other components are reported in other non-interest expense. The funded status of the plan is recognized as an asset or liability in the consolidated balance sheets, and changes in that funded status are recognized in the year in which the changes occur through other comprehensive income. Plan assets and benefit obligations are measured as of the fiscal year end of the plan. The measurement of the projected benefit obligation and pension expense involve actuarial valuation methods and the use of various actuarial and economic assumptions. The Company monitors the assumptions 70 and updates them periodically. Due to the long-term nature of the pension plan obligation, actual results may differ significantly from estimations. Such differences are adjusted over time as the assumptions are replaced by facts and values are recalculated. Stock-Based Compensation The Company’s stock-based employee compensation plan is described in Note 10, Stock-Based Compensation and Directors Stock Purchase Plan. In accordance with the requirements of ASC 718-10-30-3 and 35-2, the Company measures the cost of stock-based compensation based on the grant-date fair value of the award, recognizing the cost over the requisite service period, which is generally the vesting period. The fair value of an option award is estimated using the Black-Scholes option-pricing model while the fair value of a nonvested stock award is the common stock (CBSH) market price. The expense recognized for stock- based compensation is included in salaries and benefits in the accompanying consolidated statements of income. In periods prior to 2017, expense was reduced for estimated forfeitures over the vesting period and adjusted for actual forfeitures as they occurred. Effective January 1, 2017, the Company elected to recognize forfeitures as a reduction to expense only when they have occurred, as allowed under the provisions of ASU 2016-09. The effect of this change, which was recognized as a cumulative-effect adjustment on January 1, 2017, increased equity and increased deferred tax assets by approximately $1.3 million. Treasury Stock Purchases of the Company’s common stock are recorded at cost. Upon re-issuance for acquisitions, exercises of stock-based awards or other corporate purposes, treasury stock is reduced based upon the average cost basis of shares held. Income per Share Basic income per share is computed using the weighted average number of common shares outstanding during each year. Diluted income per share includes the effect of all dilutive potential common shares (primarily stock appreciation rights) outstanding during each year. The Company applies the two-class method of computing income per share. The two-class method is an earnings allocation formula that determines income per share for common stock and for participating securities, according to dividends declared and participation rights in undistributed earnings. The Company’s nonvested stock awards are considered to be a class of participating security. All per share data has been restated to reflect the 5% stock dividend distributed in December 2018. 71 2. Loans and Allowance for Loan Losses Major classifications within the Company’s held for investment loan portfolio at December 31, 2018 and 2017 are as follows: (In thousands) Commercial: Business Real estate — construction and land Real estate — business Personal Banking: Real estate — personal Consumer Revolving home equity Consumer credit card Overdrafts Total loans 2018 2017 $ 5,106,427 $ 4,958,554 869,659 968,820 2,875,788 2,697,452 2,127,083 1,955,572 376,399 814,134 15,236 2,062,787 2,104,487 400,587 783,864 7,123 $ 14,140,298 $ 13,983,674 Loans to directors and executive officers of the Parent and the Bank, and to their affiliates, are summarized as follows: (In thousands) Balance at January 1, 2018 Additions Amounts collected Amounts written off Balance, December 31, 2018 $ $ 47,225 127,253 (128,540) — 45,938 Management believes all loans to directors and executive officers have been made in the ordinary course of business with normal credit terms, including interest rate and collateral considerations, and do not represent more than a normal risk of collection. The activity in the table above includes draws and repayments on several lines of credit with business entities. There were no outstanding loans at December 31, 2018 to principal holders (over 10% ownership) of the Company’s common stock. The Company’s lending activity is generally centered in Missouri, Illinois, Kansas and other nearby states including Oklahoma, Colorado, Iowa, Ohio, Texas, and others. The Company maintains a diversified portfolio with limited industry concentrations of credit risk. Loans and loan commitments are extended under the Company’s normal credit standards, controls, and monitoring features. Most loan commitments are short or intermediate term in nature. Commercial loan maturities generally range from one to seven years. Collateral is commonly required and would include such assets as marketable securities and cash equivalent assets, accounts receivable and inventory, equipment, other forms of personal property, and real estate. At December 31, 2018, unfunded loan commitments totaled $11.2 billion (which included $5.3 billion in unused approved lines of credit related to credit card loan agreements) which could be drawn by customers subject to certain review and terms of agreement. At December 31, 2018, loans totaling $3.7 billion were pledged at the FHLB as collateral for borrowings and letters of credit obtained to secure public deposits. Additional loans of $1.6 billion were pledged at the Federal Reserve Bank as collateral for discount window borrowings. The Company has a net investment in direct financing and sales type leases to commercial and industrial and tax-exempt entities of $752.2 million and $737.7 million at December 31, 2018 and 2017, respectively, which is included in business loans on the Company’s consolidated balance sheets. This investment includes deferred income of $62.6 million and $52.1 million at December 31, 2018 and 2017, respectively. The net investment in operating leases amounted to $16.1 million and $17.4 million at December 31, 2018 and 2017, respectively, and is included in other assets on the Company’s consolidated balance sheets. 72 Allowance for loan losses A summary of the activity in the allowance for losses during the previous three years follows: (In thousands) Balance at December 31, 2015 Provision for loan losses Deductions: Loans charged off Less recoveries Net loans charged off (recoveries) Balance at December 31, 2016 Provision for loan losses Deductions: Loans charged off Less recoveries Net loans charged off (recoveries) Balance at December 31, 2017 Provision for loan losses Deductions: Loans charged off Less recoveries Net loans charged off (recoveries) Balance at December 31, 2018 Commercial Personal Banking Total $ 82,086 $ 69,446 $ 151,532 4,898 31,420 36,318 3,258 7,635 (4,377) 91,361 2,327 2,538 2,554 (16) 93,704 254 3,164 2,075 1,089 47,720 11,425 36,295 64,571 42,917 52,641 10,981 41,660 65,828 42,440 52,657 11,452 41,205 50,978 19,060 31,918 155,932 45,244 55,179 13,535 41,644 159,532 42,694 55,821 13,527 42,294 $ 92,869 $ 67,063 $ 159,932 The following table shows the balance in the allowance for loan losses and the related loan balance at December 31, 2018 and 2017, disaggregated on the basis of impairment methodology. Impaired loans evaluated under ASC 310-10-35 include loans on non-accrual status which are individually evaluated for impairment and other impaired loans deemed to have similar risk characteristics, which are collectively evaluated. All other loans are collectively evaluated for impairment under ASC 450-20. (In thousands) December 31, 2018 Commercial Personal Banking Total December 31, 2017 Commercial Personal Banking Total Impaired Loans All Other Loans Allowance for Loan Losses Loans Outstanding Allowance for Loan Losses Loans Outstanding 1,780 $ 916 2,696 $ 3,067 $ 1,176 61,496 17,120 78,616 92,613 22,182 4,243 $ 114,795 $ $ $ $ 91,089 $ 8,790,378 66,147 5,271,304 157,236 $ 14,061,682 90,637 $ 8,532,213 64,652 5,336,666 155,289 $ 13,868,879 $ $ $ $ 73 Impaired loans The table below shows the Company’s investment in impaired loans at December 31, 2018 and 2017. These loans consist of all loans on non-accrual status and other restructured loans whose terms have been modified and classified as troubled debt restructurings under current accounting guidance. These restructured loans are performing in accordance with their modified terms, and because the Company believes it probable that all amounts due under the modified terms of the agreements will be collected, interest on these loans is being recognized on an accrual basis. They are discussed further in the "Troubled debt restructurings" section on page 78. (In thousands) Non-accrual loans Restructured loans (accruing) Total impaired loans 2018 2017 12,536 $ 66,080 78,616 $ 11,983 102,812 114,795 $ $ The following table provides additional information about impaired loans held by the Company at December 31, 2018 and 2017, segregated between loans for which an allowance for credit losses has been provided and loans for which no allowance has been provided. (In thousands) December 31, 2018 With no related allowance recorded: Business With an allowance recorded: Business Real estate – construction and land Real estate – business Real estate – personal Consumer Revolving home equity Consumer credit card Total December 31, 2017 With no related allowance recorded: Business Real estate – business Consumer With an allowance recorded: Business Real estate – construction and land Real estate – business Real estate – personal Consumer Revolving home equity Consumer credit card Total Recorded Investment Unpaid Principal Balance Related Allowance $ $ $ $ $ $ $ $ $ $ 8,725 $ 8,725 $ 14,477 $ 14,477 $ — — 40,286 $ 40,582 $ 1,223 416 12,069 4,461 5,510 40 7,109 421 12,699 6,236 5,510 40 7,109 69,891 $ 78,616 $ 72,597 $ 87,074 $ 5,356 $ 9,000 $ 1,299 779 1,303 817 7,434 $ 11,120 $ 11 546 266 38 1 611 2,696 2,696 — — — — 72,589 $ 73,168 $ 2,455 837 12,532 9,126 5,388 204 6,685 841 13,071 11,914 5,426 204 6,685 107,361 $ 111,309 $ 114,795 $ 122,429 $ 27 585 532 67 11 566 4,243 4,243 74 Total average impaired loans during 2018 and 2017 are shown in the table below. (In thousands) Commercial 2018 Personal Banking Total Commercial 2017 Personal Banking Total Average impaired loans: Non-accrual loans Restructured loans (accruing) Total $ $ 7,619 $ 2,122 $ 73,261 16,526 80,880 $ 18,648 $ 9,741 89,787 99,528 $ $ 9,658 $ 3,989 $ 49,070 17,539 58,728 $ 21,528 $ 13,647 66,609 80,256 The table below shows interest income recognized during the years ended December 31, 2018, 2017 and 2016 for impaired loans held at the end of each respective period. This interest relates to accruing restructured loans, as discussed previously. (In thousands) Interest income recognized on impaired loans: Business Real estate – construction and land Real estate – business Real estate – personal Consumer Revolving home equity Consumer credit card Total Years Ended December 31 2018 2017 2016 $ 2,219 $ 3,135 $ 1,064 25 558 139 305 3 746 41 514 402 307 10 673 2 171 152 339 31 722 $ 3,995 $ 5,082 $ 2,481 75 Delinquent and non-accrual loans The following table provides aging information on the Company’s past due and accruing loans, in addition to the balances of loans on non-accrual status, at December 31, 2018 and 2017. (In thousands) December 31, 2018 Commercial: Business Real estate – construction and land Real estate – business Personal Banking: Real estate – personal Consumer Revolving home equity Consumer credit card Overdrafts Total December 31, 2017 Commercial: Business Real estate – construction and land Real estate – business Personal Banking: Real estate – personal Consumer Revolving home equity Consumer credit card Overdrafts Total Credit quality Current or Less Than 30 Days Past Due 30 – 89 Days Past Due 90 Days Past Due and Still Accruing Non-accrual Total $ 5,086,912 $ 10,057 $ 473 $ 8,985 $ 5,106,427 867,692 2,867,347 2,118,045 1,916,320 374,830 792,334 14,937 1,963 6,704 6,041 35,608 875 11,140 299 — 22 1,165 3,644 694 10,660 — 4 869,659 1,715 2,875,788 1,832 — — — — 2,127,083 1,955,572 376,399 814,134 15,236 $ 14,038,417 $ 72,687 $ 16,658 $ 12,536 $ 14,140,298 $ 4,949,148 $ 3,085 $ 374 $ 5,947 $ 4,958,554 967,321 2,694,234 2,050,787 2,067,025 397,349 764,568 6,840 1,473 482 6,218 32,674 1,962 10,115 283 21 — 3,321 3,954 1,276 9,181 — 5 968,820 2,736 2,697,452 2,461 834 — — — 2,062,787 2,104,487 400,587 783,864 7,123 $ 13,897,272 $ 56,292 $ 18,127 $ 11,983 $ 13,983,674 The following table provides information about the credit quality of the Commercial loan portfolio, using the Company’s internal rating system as an indicator. The internal rating system is a series of grades reflecting management’s risk assessment, based on its analysis of the borrower’s financial condition. The “pass” category consists of a range of loan grades that reflect increasing, though still acceptable, risk. Movement of risk through the various grade levels in the “pass” category is monitored for early identification of credit deterioration. The “special mention” rating is attached to loans where the borrower exhibits material negative financial trends due to borrower specific or systemic conditions that, if left uncorrected, threaten its capacity to meet its debt obligations. The borrower is believed to have sufficient financial flexibility to react to and resolve its negative financial situation. It is a transitional grade that is closely monitored for improvement or deterioration. The “substandard” rating is applied to loans where the borrower exhibits well-defined weaknesses that jeopardize its continued performance and are of a severity that the distinct possibility of default exists. Loans are placed on “non-accrual” when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment, as discussed in Note 1. 76 (In thousands) December 31, 2018 Pass Special mention Substandard Non-accrual Total December 31, 2017 Pass Special mention Substandard Non-accrual Total Commercial Loans Business Real Estate - Construction Real Estate - Business Total $ 4,915,042 $ 866,527 $ 2,777,374 $ 8,558,943 $ $ 84,391 98,009 8,985 1,917 1,211 4 5,106,427 $ 869,659 $ 51,845 44,854 1,715 2,875,788 $ 138,153 144,074 10,704 8,851,874 4,740,013 $ 955,499 $ 2,593,005 $ 8,288,517 59,177 153,417 5,947 10,614 2,702 5 50,577 51,134 2,736 120,368 207,253 8,688 $ 4,958,554 $ 968,820 $ 2,697,452 $ 8,624,826 The credit quality of Personal Banking loans is monitored primarily on the basis of aging/delinquency, and this information is provided in the table in the above section on "Delinquent and non-accrual loans". In addition, FICO scores are obtained and updated on a quarterly basis for most of the loans in the Personal Banking portfolio. The bank normally obtains a FICO score at the loan's origination and renewal dates, and updates are obtained on a quarterly basis. Excluded from the table below are certain personal real estate loans for which FICO scores are not obtained because the loans generally pertain to commercial customer activities and are often underwritten with other collateral considerations. These loans totaled $201.7 million at December 31, 2018 and $219.2 million at December 31, 2017. The table also excludes consumer loans related to the Company's patient healthcare loan program, which totaled $170.3 million at December 31, 2018 and $145.0 million at December 31, 2017. As the healthcare loans are guaranteed by the hospital, customer FICO scores are not obtained for these loans. The personal real estate loans and consumer loans excluded below totaled less than 8% of the Personal Banking portfolio. For the remainder of loans in the Personal Banking portfolio, the table below shows the percentage of balances outstanding at December 31, 2018 and 2017 by FICO score. December 31, 2018 FICO score: Under 600 600 – 659 660 – 719 720 – 779 780 and over Total December 31, 2017 FICO score: Under 600 600 – 659 660 – 719 720 – 779 780 and over Total Personal Banking Loans % of Loan Category Real Estate - Personal Consumer Revolving Home Equity Consumer Credit Card 1.1% 3.1% 0.8% 4.4% 1.8 9.4 24.7 63.0 4.8 16.1 25.7 50.3 1.7 9.1 24.0 64.4 14.0 34.8 26.4 20.4 100.0% 100.0% 100.0% 100.0% 1.3 % 3.3 % 1.1 % 4.7 % 2.1 10.5 25.6 60.5 5.5 17.3 26.8 47.1 1.7 9.5 21.4 66.3 14.4 34.4 26.0 20.5 100.0 % 100.0 % 100.0 % 100.0 % 77 Troubled debt restructurings As mentioned previously, the Company's impaired loans include loans which have been classified as troubled debt restructurings, as shown in the table below. Restructured loans are those extended to borrowers who are experiencing financial difficulty and who have been granted a concession. Restructured loans are placed on non-accrual status if the Company does not believe it probable that amounts due under the contractual terms will be collected. Commercial performing restructured loans are primarily comprised of certain business, construction and business real estate loans classified as substandard, but renewed at rates judged to be non market. These loans are performing in accordance with their modified terms, and because the Company believes it probable that all amounts due under the modified terms of the agreements will be collected, interest on these loans is being recognized on an accrual basis. Troubled debt restructurings also include certain credit card and other small consumer loans under various debt management and assistance programs. Modifications to these loans generally involve removing the available line of credit, placing loans on amortizing status, and lowering the contractual interest rate. The Company also classified as consumer bankruptcy certain personal real estate, revolving home equity, and consumer loans as troubled debt restructurings because they were not reaffirmed by the borrower in bankruptcy proceedings. Interest on these loans is being recognized on an accrual basis, as the borrowers are continuing to make payments. Other consumer loans classified as troubled debt restructurings consist of various other workout arrangements with consumer customers. (In thousands) Accruing loans: Commercial Assistance programs Consumer bankruptcy Other consumer Non-accrual loans Total troubled debt restructurings December 31 2018 2017 $ $ 50,904 $ 88,588 7,410 4,103 3,663 9,759 6,941 3,916 3,367 7,796 75,839 $ 110,608 The table below shows the balance of troubled debt restructurings by loan classification at December 31, 2018, in addition to the period end balances of these restructured loans which the Company considers to have been in default at any time during the past twelve months. For purposes of this disclosure, the Company considers "default" to mean 90 days or more past due as to interest or principal. (In thousands) Commercial: Business Real estate – construction and land Real estate – business Personal Banking: Real estate – personal Consumer Revolving home equity Consumer credit card Balance 90 days past due at any time during previous 12 months December 31, 2018 $ 48,777 $ 412 10,355 3,636 5,510 40 7,109 25 — — 158 50 — 670 903 Total troubled debt restructurings $ 75,839 $ For those loans on non-accrual status also classified as restructured, the modification did not create any further financial effect on the Company as those loans were already recorded at net realizable value. For those performing commercial loans classified as restructured, there were no concessions involving forgiveness of principal or interest and, therefore, there was no financial impact to the Company as a result of modification to these loans. No financial impact resulted from those performing loans where the debt was not reaffirmed in bankruptcy, as no changes to loan terms occurred in that process. However, the effects of modifications to loans under various debt management and assistance programs were estimated to decrease interest income by approximately $1.0 million on an annual, pre-tax basis, compared to amounts contractually owed. Other modifications to consumer loans mainly involve extensions and other small modifications that did not include the forgiveness of principal or interest. 78 The allowance for loan losses related to troubled debt restructurings on non-accrual status is determined by individual evaluation, including collateral adequacy, using the same process as loans on non-accrual status which are not classified as troubled debt restructurings. Those performing loans classified as troubled debt restructurings are accruing loans which management expects to collect under contractual terms. Performing commercial loans having no concessions granted other than being renewed at non- market interest rates are judged to have similar risk characteristics as non-troubled debt commercial loans and are collectively evaluated based on internal risk rating, loan type, delinquency, historical experience and current economic factors. Performing personal banking loans classified as troubled debt restructurings resulted from the borrower not reaffirming the debt during bankruptcy and have had no other concession granted, other than the Bank's future limitations on collecting payment deficiencies or in pursuing foreclosure actions. As such, they have similar risk characteristics as non-troubled debt personal banking loans and are evaluated collectively based on loan type, delinquency, historical experience and current economic factors. If a troubled debt restructuring defaults and is already on non-accrual status, the allowance for loan losses continues to be based on individual evaluation, using discounted expected cash flows or the fair value of collateral. If an accruing, troubled debt restructuring defaults, the loan's risk rating is downgraded to non-accrual status and the loan's related allowance for loan losses is determined based on individual evaluation, or if necessary, the loan is charged off and collection efforts begin. The Company had commitments of $1.8 million at December 31, 2018 to lend additional funds to borrowers with restructured loans, compared to $7.6 million at December 31, 2017. Loans held for sale The Company designates certain long-term fixed rate personal real estate loan originations as held for sale, and the Company has elected the fair value option for these loans. The election of the fair value option aligns the accounting for these loans with the related economic hedges discussed in Note 18. The loans are primarily sold to FNMA, FHLMC, and GNMA. At December 31, 2018, the fair value of these loans was $13.5 million, and the unpaid principal balance was $13.0 million. The Company also designates certain student loan originations as held for sale. The borrowers are credit-worthy students who are attending colleges and universities. The loans are intended to be sold in the secondary market, and the Company maintains contracts with Sallie Mae to sell the loans within 210 days after the last disbursement to the student. These loans are carried at lower of cost or fair value, which at December 31, 2018 totaled $7.2 million. At December 31, 2018, none of the loans held for sale were past due or on non-accrual status. Foreclosed real estate/repossessed assets The Company’s holdings of foreclosed real estate totaled $1.4 million and $681 thousand at December 31, 2018 and 2017, respectively. Personal property acquired in repossession, generally autos and marine and recreational vehicles, totaled $2.0 million and $2.7 million at December 31, 2018 and 2017, respectively. Upon acquisition, these assets are recorded at fair value less estimated selling costs at the date of foreclosure, establishing a new cost basis. They are subsequently carried at the lower of this cost basis or fair value less estimated selling costs. 79 3. Investment Securities Investment securities as shown in this report reflect revised categories as required by the Company's adoption of ASU 2016-01 "Recognition and Measurement of Financial Assets and Financial Liabilities", on January 1, 2018. That new guidance refined the definition of equity securities and required their segregation from available for sale debt securities. For comparability purposes, prior period disclosures in this report have been revised to show the new categorization. Investment securities, at fair value, consisted of the following at December 31, 2018 and 2017: (In thousands) Available for sale debt securities Trading debt securities Equity securities: Readily determinable fair value No readily determinable fair value Other: Federal Reserve Bank stock Federal Home Loan Bank stock Private equity investments Total investment securities 2018 2017 $ 8,538,041 $ 8,725,442 18,269 27,059 2,585 1,824 48,838 1,753 33,498 10,000 85,659 33,253 10,000 55,752 $ 8,698,666 $ 8,893,307 While changes in the fair value of available for sale debt securities continue to be recorded in the equity category of accumulated other comprehensive income, the new guidance requires changes in the fair value of equity securities to be recorded in current earnings. Also, the unrealized gain of $33.3 million (net of tax) on fair value on equity securities, which was previously recorded in accumulated other comprehensive income at December 31, 2017, was reclassified to retained earnings on January 1, 2018. Equity securities include common and preferred stock with readily determinable fair values that totaled $2.5 million at cost and $2.6 million at fair value at December 31, 2018. The decline in these balances from prior periods was due to a third party merger transaction in June 2018, in which the majority of these securities were redeemed for cash of $39.9 million. During the year ended 2018, unrealized net losses of $332 thousand were recognized in current earnings on equity securities still held at December 31, 2018. Equity securities also include securities with a carrying value of $1.8 million that do not have readily determinable fair values. The Company has elected, under the ASU, to measure these at cost minus impairment, if any, plus or minus changes resulting from observable price changes for the identical or similar investment of the same issuer. The Company did not record any impairment or other adjustments to the carrying amount of these investments during the period. Other investment securities whose accounting is not addressed in the ASU include Federal Reserve Bank (FRB) stock, Federal Home Loan Bank (FHLB) stock, and investments in portfolio concerns held by the Company's private equity subsidiaries. FRB stock and FHLB stock are held for debt and regulatory purposes. Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is tied to the level of borrowings from the FHLB. These holdings are carried at cost. The private equity investments, in the absence of readily ascertainable market values, are carried at estimated fair value. The majority of the Company’s investment portfolio is comprised of available for sale debt securities, which are carried at fair value with changes in fair value reported in accumulated other comprehensive income (AOCI). A summary of the available for sale debt securities by maturity groupings as of December 31, 2018 is shown in the following table. The weighted average yield for each range of maturities was calculated using the yield on each security within that range weighted by the amortized cost of each security at December 31, 2018. Yields on tax exempt securities have not been adjusted for tax exempt status. The investment portfolio includes agency mortgage-backed securities, which are guaranteed by agencies such as FHLMC, FNMA, GNMA and FDIC, in addition to non-agency mortgage-backed securities, which have no guarantee but are collateralized by residential and commercial mortgages. Also included are certain other asset-backed securities, which are primarily collateralized by credit cards, automobiles, student loans, and commercial loans. These securities differ from traditional debt securities primarily in that they may have uncertain maturity dates and are priced based on estimated prepayment rates on the underlying collateral. The Company does not have exposure to subprime-originated mortgage-backed or collateralized debt obligation instruments, and does not hold any trust preferred securities. 80 (.04)*% 1.90* 1.61* .64* 1.63* 1.53 2.03 2.71 3.10 2.32 2.45 2.37 2.58 3.22 2.50 2.85 2.85 2.62 2.79 (Dollars in thousands) U.S. government and federal agency obligations: Within 1 year After 1 but within 5 years After 5 but within 10 years After 10 years Total U.S. government and federal agency obligations Government-sponsored enterprise obligations: Within 1 year After 1 but within 5 years After 5 but within 10 years After 10 years Amortized Cost Fair Value Weighted Average Yield $ 23,577 $ 434,973 386,708 69,228 914,486 24,991 96,601 34,985 42,893 23,518 435,690 381,419 67,025 907,652 24,743 95,619 34,460 40,956 Total government-sponsored enterprise obligations 199,470 195,778 State and municipal obligations: Within 1 year After 1 but within 5 years After 5 but within 10 years After 10 years Total state and municipal obligations Mortgage and asset-backed securities: Agency mortgage-backed securities Non-agency mortgage-backed securities Asset-backed securities Total mortgage and asset-backed securities Other debt securities: Within 1 year After 1 but within 5 years After 5 but within 10 years Total other debt securities 98,429 656,762 493,994 73,600 98,675 659,525 496,997 72,842 1,322,785 1,328,039 3,253,433 1,053,854 1,518,976 5,826,263 16,500 249,870 73,225 339,595 3,214,985 1,047,716 1,511,614 5,774,315 16,418 245,319 70,520 332,257 Total available for sale debt securities $ 8,602,599 $ 8,538,041 * Rate does not reflect inflation adjustment on inflation-protected securities Investments in U.S. government and federal agency obligations include U.S. Treasury inflation-protected securities, which totaled $434.4 million, at fair value, at December 31, 2018. Interest paid on these securities increases with inflation and decreases with deflation, as measured by the Consumer Price Index. At maturity, the principal paid is the greater of an inflation-adjusted principal or the original principal. Included in state and municipal obligations are $14.2 million, at fair value, of auction rate securities, which were purchased from bank customers in 2008. Interest on these bonds is currently being paid at the maximum failed auction rates. 81 For debt securities classified as available for sale, the following table shows the unrealized gains and losses (pre-tax) in accumulated other comprehensive income, by security type. (In thousands) December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government and federal agency obligations $ 914,486 $ 4,545 $ (11,379) $ Government-sponsored enterprise obligations State and municipal obligations Mortgage and asset-backed securities: Agency mortgage-backed securities Non-agency mortgage-backed securities Asset-backed securities Total mortgage and asset-backed securities Other debt securities Total December 31, 2017 U.S. government and federal agency obligations Government-sponsored enterprise obligations State and municipal obligations Mortgage and asset-backed securities: Agency mortgage-backed securities Non-agency mortgage-backed securities Asset-backed securities Total mortgage and asset-backed securities Other debt securities Total 907,652 195,778 1,328,039 3,214,985 1,047,716 1,511,614 5,774,315 332,257 917,147 406,363 1,611,366 199,470 1,322,785 3,253,433 1,053,854 1,518,976 5,826,263 339,595 55 10,284 9,820 6,641 3,849 20,310 72 (3,747) (5,030) (48,268) (12,779) (11,211) (72,258) (7,410) $ $ 8,602,599 $ 35,266 $ (99,824) $ 8,538,041 917,494 $ 4,096 $ (4,443) $ 408,266 1,592,707 3,046,701 903,920 1,495,380 5,446,001 350,988 26 21,413 17,956 6,710 2,657 27,323 1,250 (1,929) (2,754) (23,744) 3,040,913 (4,837) (5,237) (33,818) (1,178) 905,793 1,492,800 5,439,506 351,060 $ 8,715,456 $ 54,108 $ (44,122) $ 8,725,442 The Company’s impairment policy requires a review of all securities for which fair value is less than amortized cost. Special emphasis and analysis is placed on securities whose credit rating has fallen below Baa3 (Moody's) or BBB- (Standard & Poor's), whose fair values have fallen more than 20% below purchase price for an extended period of time, or have been identified based on management’s judgment. These securities are placed on a watch list, and for all such securities, detailed cash flow models are prepared which use inputs specific to each security. Inputs to these models include factors such as cash flow received, contractual payments required, and various other information related to the underlying collateral (including current delinquencies), collateral loss severity rates (including loan to values), expected delinquency rates, credit support from other tranches, and prepayment speeds. Stress tests are performed at varying levels of delinquency rates, prepayment speeds and loss severities in order to gauge probable ranges of credit loss. At December 31, 2018, the fair value of securities on this watch list was $57.7 million compared to $68.0 million at December 31, 2017. As of December 31, 2018, the Company had recorded OTTI of $14.1 million on certain non-agency mortgage-backed securities with a current par value of $23.4 million. These securities, which are part of the watch list mentioned above, had an aggregate fair value of $18.4 million at December 31, 2018. The Company does not intend to sell these securities and believes it is not likely that it will be required to sell the securities before the recovery of their amortized cost. The credit-related portion of the loss on these securities was based on the cash flows projected to be received over the estimated life of the securities, discounted to present value, and compared to the current amortized cost bases of the securities. Significant inputs to the cash flow models used to calculate the credit losses on these securities at December 31, 2018 included the following: Significant Inputs Prepayment CPR Projected cumulative default Credit support Loss severity Range 0% - 25% 8% - 52% 0% - 20% 13% - 63% 82 The following table presents a rollforward of the cumulative OTTI credit losses recognized in earnings on all available for sale debt securities. (In thousands) Cumulative OTTI credit losses at January 1 Credit losses on debt securities for which impairment was not previously recognized Credit losses on debt securities for which impairment was previously recognized Increase in expected cash flows that are recognized over remaining life of security Cumulative OTTI credit losses at December 31 2018 2017 2016 14,199 $ 14,080 $ 14,129 58 10 (175) 111 274 (266) — 270 (319) 14,092 $ 14,199 $ 14,080 $ $ Debt securities with unrealized losses recorded in accumulated other comprehensive income are shown in the table below, along with the length of the impairment period. (In thousands) December 31, 2018 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. government and federal agency obligations $ 317,699 $ 6,515 $ 116,728 $ 4,864 $ 434,427 $ 11,379 Government-sponsored enterprise obligations State and municipal obligations Mortgage and asset-backed securities: Agency mortgage-backed securities Non-agency mortgage-backed securities Asset-backed securities Total mortgage and asset-backed securities Other debt securities Total December 31, 2017 — 157,838 330,933 207,506 147,997 686,436 51,836 $ 1,213,809 U.S. government and federal agency obligations $ 618,617 Government-sponsored enterprise obligations State and municipal obligations Mortgage and asset-backed securities: Agency mortgage-backed securities Non-agency mortgage-backed securities Asset-backed securities 286,393 282,843 1,320,689 577,017 786,048 $ $ — 704 1,502 1,085 728 3,315 564 188,846 257,051 3,747 4,326 188,846 414,889 1,927,268 657,685 813,427 3,398,380 260,682 46,766 11,694 10,483 68,943 6,846 2,258,201 865,191 961,424 4,084,816 312,518 11,098 $ 4,221,687 $ 88,726 $ 5,435,496 $ — $ — $ 618,617 217 1,002 336,159 332,182 4,443 1,712 1,752 9,433 2,966 3,168 49,766 49,339 619,300 153,813 264,295 14,311 1,939,989 23,744 1,871 2,069 730,830 1,050,343 3,747 5,030 48,268 12,779 11,211 72,258 7,410 99,824 4,443 1,929 2,754 $ $ 4,837 5,237 33,818 1,178 Total mortgage and asset-backed securities 2,683,754 15,567 1,037,408 18,251 3,721,162 Other debt securities Total 144,090 727 20,202 451 164,292 $ 4,015,697 $ 24,201 $ 1,156,715 $ 19,921 $ 5,172,412 $ 44,122 The available for sale debt portfolio included $5.4 billion of securities that were in a loss position at December 31, 2018, compared to $5.2 billion at December 31, 2017. The total amount of unrealized loss on these securities was $99.8 million at December 31, 2018, an increase of $55.7 million compared to the loss at December 31, 2017. This increase in losses was mainly due to a rising rate environment. 83 The following table presents proceeds from sales of securities and the components of investment securities gains and losses which have been recognized in earnings. (In thousands) Proceeds from sales of securities: Available for sale debt securities Equity securities Other Total proceeds Investment securities gains (losses), net: Available for sale debt securities: Losses realized on called bonds Gains realized on sales Losses realized on sales Other-than-temporary impairment recognized on debt securities Equity securities: Gains realized on donations of securities Gains realized on sales Losses realized on sales Fair value adjustments, net Other: Gains realized on sales Losses realized on sales Fair value adjustments, net Total investment securities gains (losses), net For the Year Ended December 31 2018 2017 2016 $667,227 $ 779,793 $ 2,047 3,026 19,307 $708,864 $ 792,380 $ 24,380 41,637 — 10,953 1,634 $ — $ (254) $ 448 592 (10,101) (68) (10,287) (385) — 31,074 10,653 (10) — 1,759 (8,917) 2,542 — — 13,849 381 (880) (5,833) $ (488) $ 25,051 $ — 109 — (270) — 1,911 (7) — 2,442 (499) (3,739) (53) Investment securities with a fair value of $4.3 billion and $3.8 billion were pledged at December 31, 2018 and 2017, respectively, to secure public deposits, securities sold under repurchase agreements, trust funds, and borrowings at the Federal Reserve Bank. Securities pledged under agreements pursuant to which the collateral may be sold or re-pledged by the secured parties approximated $463.3 million, while the remaining securities were pledged under agreements pursuant to which the secured parties may not sell or re-pledge the collateral. Except for obligations of various government-sponsored enterprises such as FNMA, FHLB and FHLMC, no investment in a single issuer exceeds 10% of stockholders’ equity. 4. Land, Buildings and Equipment Land, buildings and equipment consist of the following at December 31, 2018 and 2017: (In thousands) Land Buildings and improvements Equipment Total Less accumulated depreciation Net land, buildings and equipment 2018 2017 $ 91,603 $ 545,510 226,666 863,779 530,660 $ 333,119 $ 94,992 540,204 216,876 852,072 516,962 335,110 Depreciation expense of $28.6 million in 2018, $29.1 million in 2017 and $30.1 million in 2016, was included in occupancy expense and equipment expense in the consolidated statements of income. Repairs and maintenance expense of $16.9 million, $16.4 million and $16.2 million for 2018, 2017 and 2016, respectively, was included in occupancy expense and equipment expense. There has been no interest expense capitalized on construction projects in the past three years. 84 5. Goodwill and Other Intangible Assets The following table presents information about the Company's intangible assets which have estimable useful lives. (In thousands) Amortizable intangible assets: Core deposit premium Mortgage servicing rights Total December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Valuation Allowance Net Amount Gross Carrying Amount Accumulated Amortization Valuation Allowance Net Amount $ 31,270 10,339 $ 41,609 $ $ (28,954) (3,861) (32,815) $ $ — $ 2,316 — 6,478 — $ 8,794 $ 31,270 7,906 $ 39,176 $ $ (28,305) (3,244) (31,549) $ $ — $ 2,965 4,653 (9) $ 7,618 (9) The carrying amount of goodwill and its allocation among segments at December 31, 2018 and 2017 is shown in the table below. As a result of ongoing assessments, no impairment of goodwill was recorded in 2018, 2017 or 2016. Further, the annual assessment of qualitative factors on January 1, 2019 revealed no likelihood of impairment as of that date. (In thousands) Consumer segment Commercial segment Wealth segment Total goodwill December 31, 2018 December 31, 2017 $ $ 70,721 $ 67,454 746 138,921 $ 70,721 67,454 746 138,921 Changes in the net carrying amount of goodwill and other net intangible assets for the years ended December 31, 2018 and 2017 are shown in the following table. (In thousands) Balance at December 31, 2016 Originations Amortization Impairment reversal Balance at December 31, 2017 Originations Amortization Impairment reversal Goodwill Core Deposit Premium Mortgage Servicing Rights $ 138,921 $ 3,841 $ — — — 138,921 — — — — (876) — 2,965 — (649) — 2,868 2,234 (462) 13 4,653 2,433 (617) 9 6,478 Balance at December 31, 2018 $ 138,921 $ 2,316 $ Mortgage servicing rights (MSRs) are initially recorded at fair value and subsequently amortized over the period of estimated servicing income. They are periodically reviewed for impairment and if impairment is indicated, recorded at fair value. Temporary impairment, including impairment recovery, is effected through a change in a valuation allowance. At December 31, 2018, no temporary impairment had been recognized. The fair value of the MSRs is based on the present value of expected future cash flows, as further discussed in Note 16 on Fair Value Measurements. Aggregate amortization expense on intangible assets for the years ended December 31, 2018, 2017 and 2016 was $1.3 million, $1.3 million and $1.5 million, respectively. The following table shows the estimated future amortization expense based on existing asset balances and the interest rate environment as of December 31, 2018. The Company’s actual amortization expense in any given period may be different from the estimated amounts depending upon the acquisition of intangible assets, changes in mortgage interest rates, prepayment rates and other market conditions. (In thousands) 2019 2020 2021 2022 2023 $ 1,273 1,097 957 842 732 85 6. Deposits At December 31, 2018, the scheduled maturities of certificates of deposit were as follows: (In thousands) Due in 2019 Due in 2020 Due in 2021 Due in 2022 Due in 2023 Thereafter Total $ 1,286,425 281,717 54,939 18,301 15,933 807 $ 1,658,122 The following table shows a detailed breakdown of the maturities of certificates of deposit, by size category, at December 31, 2018. (In thousands) Due in 3 months or less Due in over 3 through 6 months Due in over 6 through 12 months Due in over 12 months Total Certificates of Deposit under $100,000 Certificates of Deposit over $100,000 116,068 $ 446,300 $ 117,046 176,591 176,386 245,994 184,426 195,311 Total 562,368 363,040 361,017 371,697 586,091 $ 1,072,031 $ 1,658,122 $ $ The aggregate amount of certificates of deposit that exceeded the $250,000 FDIC insurance limit totaled $824.0 million at December 31, 2018. 7. Borrowings At December 31, 2018, the Company's borrowings primarily consisted of federal funds purchased, securities sold under agreements to repurchase (repurchase agreements), and securities sold short. The following table sets forth selected information for federal funds purchased and repurchase agreements. (Dollars in thousands) Federal funds purchased and repurchase agreements: 2018 2017 2016 Year End Weighted Rate Average Weighted Rate Average Balance Outstanding Maximum Outstanding at any Month End Balance at December 31 .9% 1.3% $ 1,514,144 $ 1,981,761 $ 1,956,389 .8 .4 .7 .3 1,462,387 1,266,093 1,984,071 1,723,905 1,507,138 1,723,905 Federal funds purchased and repurchase agreements comprised the majority of the Company's short-term borrowings (borrowings with an original maturity of less than one year) at December 31, 2018, and $1.9 billion of these borrowings were repurchase agreements, which generally have one day maturities and are mainly comprised of non-insured customer funds secured by a portion of the Company's investment portfolio. Additional information about the securities pledged for repurchase agreements is provided in Note 19 on Resale and Repurchase Agreements. In addition to federal funds purchased and repurchase agreements, the Company's short-term borrowings at December 31, 2018 included $7.8 million of securities sold short. The Bank is a member of the Des Moines FHLB and has access to term financing from the FHLB. These borrowings are secured under a blanket collateral agreement including primarily residential mortgages as well as all unencumbered assets and stock of the borrowing bank. At December 31, 2018, the Bank had no outstanding advances from the FHLB. The FHLB also issues letters of credit to secure the Bank's obligations to certain depositors of public funds, which totaled $217.4 million at December 31, 2018. 86 8. Income Taxes The components of income tax expense from operations for the years ended December 31, 2018, 2017 and 2016 were as follows: (In thousands) Year ended December 31, 2018: U.S. federal State and local Total Year ended December 31, 2017: U.S. federal State and local Total Year ended December 31, 2016: U.S. federal State and local Total Current Deferred Total $ $ $ $ $ $ 90,390 $ 10,223 100,613 $ 89,154 $ 7,735 96,889 $ 116,753 $ 9,457 126,210 $ 3,220 $ 2,116 5,336 $ 12,190 $ 1,427 13,617 $ (2,036) $ (23) (2,059) $ 93,610 12,339 105,949 101,344 9,162 110,506 114,717 9,434 124,151 The components of income tax (benefit) expense recorded directly to stockholders’ equity for the years ended December 31, 2018, 2017 and 2016 were as follows: (In thousands) Unrealized gain (loss) on available for sale debt securities Change in fair value on cash flow hedges Accumulated pension (benefit) loss Compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes Income tax (benefit) expense allocated to stockholders’ equity 2018 2017 2016 $ $ (18,634) $ 2,286 222 — (16,126) $ 2,104 $ — (184) — 1,920 $ (13,952) — 778 (3,390) (16,564) Significant components of the Company’s deferred tax assets and liabilities at December 31, 2018 and 2017 were as follows: (In thousands) Deferred tax assets: Loans, principally due to allowance for loan losses Unrealized loss on available for sale debt securities Equity-based compensation Deferred compensation Unearned fee income Accrued expenses Private equity investments Other Total deferred tax assets Deferred tax liabilities: Equipment lease financing Unrealized gain on available for sale debt securities Land, buildings and equipment Undistributed earnings of subsidiaries Intangibles Other Total deferred tax liabilities Net deferred tax liabilities 2018 2017 39,169 $ 16,140 7,609 5,911 4,125 2,152 2,008 528 77,642 55,738 — 14,207 — 5,973 5,309 81,227 (3,585) $ 40,341 — 8,201 5,647 3,701 5,245 5,473 4,430 73,038 45,825 13,603 8,592 7,094 5,732 6,569 87,415 (14,377) $ $ Management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the total deferred tax assets. 87 As a result of the Tax Cuts and Jobs Act enacted on December 22, 2017, the Company revalued its deferred tax assets and liabilities using the highest maximum corporate tax rate of 21%. This change was reported as a reduction of deferred tax expense. The Company also adopted ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," on January 1, 2017. This adoption required all excess tax benefits and tax deficiencies arising from share-based award payments to be recognized as income tax expense or benefit in the statements of income, while in previous periods these benefits and deficiencies were recognized in equity. In 2018 and 2017, net excess tax benefits resulted from share-based award payments. The effects on federal tax expense of both of these items are shown in the reconciliation below. A reconciliation between the expected federal income tax expense using the federal statutory tax rate and the Company's actual income tax expense is provided below. The federal statutory tax rate was 21% in 2018 and 35% in 2017 and 2016. The effective tax rate is calculated by dividing income taxes by income before income taxes less the non-controlling interest expense. (In thousands) Computed “expected” tax expense Increase (decrease) in income taxes resulting from: Tax-exempt interest, net of cost to carry Contribution of appreciated securities State and local income taxes, net of federal tax benefit Tax reform enactment Share-based award payments Other Total income tax expense 2018 2017 2016 $ 113,293 $ 150,461 $ 139,840 (11,502) — 9,748 — (3,928) (1,662) (20,295) (10,864) 5,955 (6,753) (6,613) (1,385) (20,033) — 6,132 — — (1,788) $ 105,949 $ 110,506 $ 124,151 The gross amount of unrecognized tax benefits was $1.3 million and $1.2 million at December 31, 2018 and 2017, respectively, and the total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, was $993 thousand and $785 thousand, respectively. The activity in the accrued liability for unrecognized tax benefits for the years ended December 31, 2018 and 2017 was as follows: (In thousands) Unrecognized tax benefits at beginning of year Gross increases – tax positions in prior period Gross increases – current-period tax positions Lapse of statute of limitations Unrecognized tax benefits at end of year 2018 2017 $ $ 1,208 $ 31 322 (304) 1,257 $ 1,228 5 268 (293) 1,208 The Company and its subsidiaries are subject to income tax by federal, state and local government taxing authorities. Tax years 2015 through 2018 remain open to examination for U.S. federal income tax, and tax years 2014 through 2018 remain open to examination in major state taxing jurisdictions. 9. Employee Benefit Plans Employee benefits charged to operating expenses are summarized in the table below. Substantially all of the Company’s employees are covered by a defined contribution (401(k)) plan, under which the Company makes matching contributions. (In thousands) Payroll taxes Medical plans 401(k) plan Pension plans Other Total employee benefits 2018 2017 2016 25,712 $ 27,030 14,986 651 2,918 71,297 $ 24,402 $ 25,143 14,244 704 2,883 67,376 $ 23,210 25,497 13,562 987 3,214 66,470 $ $ The Company adopted ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”, on January 1, 2018, which required that the service cost component of net periodic pension cost be reported in the same income statement line item as other compensation costs, while other components of net periodic pension cost be reported separately from the service cost component. Historically, the Company has reported all components of pension cost in salaries 88 and employee benefits. Beginning in 2018, only the service cost component has been included in this category, and the other components have been recorded in other non-interest expense. Prior period financial statements have not been revised because the amount of the reclassification was not significant. A portion of the Company’s employees are covered by a noncontributory defined benefit pension plan, however, participation in the pension plan is not available to employees hired after June 30, 2003. All participants are fully vested in their benefit payable upon normal retirement date, which is based on years of participation and compensation. Certain key executives also participate in a supplemental executive retirement plan (the CERP) that the Company funds only as retirement benefits are disbursed. The CERP carries no segregated assets. Since January 2011, all benefits accrued under the pension plan have been frozen. However, the accounts continue to accrue interest at a stated annual rate. The CERP continues to provide credits based on hypothetical contributions in excess of those permitted under the 401(k) plan. In the tables presented below, the pension plan and the CERP are presented on a combined basis. Under the Company’s funding policy for the defined benefit pension plan, contributions are made to a trust as necessary to satisfy the statutory minimum required contribution as defined by the Pension Protection Act, which is intended to provide for current service accruals and for any unfunded accrued actuarial liabilities over a reasonable period. To the extent that these requirements are fully covered by assets in the trust, a contribution might not be made in a particular year. No contributions to the defined benefit plan were made in 2018. The Company made a discretionary contribution of $5.5 million to its defined benefit pension plan in 2017 in order to reduce pension guarantee premiums. The minimum required contribution for 2019 is expected to be zero. The Company does not expect to make any further contributions in 2019 other than the necessary funding contributions to the CERP. Contributions to the CERP were $24 thousand, $439 thousand and $21 thousand during 2018, 2017 and 2016, respectively. The following items are components of the net pension cost for the years ended December 31, 2018, 2017 and 2016. (In thousands) Service cost-benefits earned during the year Interest cost on projected benefit obligation Expected return on plan assets Amortization of prior service cost Amortization of unrecognized net loss Net periodic pension cost 2018 2017 2016 $ $ 651 $ 621 $ 3,756 (5,255) (271) 2,267 3,826 (5,785) (271) 2,313 1,148 $ 704 $ 500 3,944 (5,751) (271) 2,565 987 The following table sets forth the pension plans’ funded status, using valuation dates of December 31, 2018 and 2017. (In thousands) Change in projected benefit obligation Projected benefit obligation at prior valuation date Service cost Interest cost Benefits paid Actuarial (gain) loss Projected benefit obligation at valuation date Change in plan assets Fair value of plan assets at prior valuation date Actual return on plan assets Employer contributions Benefits paid Fair value of plan assets at valuation date 2018 2017 $ 120,667 $ 116,695 651 3,756 (6,622) (6,389) 621 3,826 (6,780) 6,305 112,063 120,667 108,260 (2,244) 24 (6,622) 99,418 99,537 9,564 5,939 (6,780) 108,260 (12,407) Funded status and net amount recognized at valuation date $ (12,645) $ The accumulated benefit obligation, which represents the liability of a plan using only benefits as of the measurement date, was $112.1 million and $120.7 million for the combined plans on December 31, 2018 and 2017, respectively. 89 Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss) at December 31, 2018 and 2017 are shown below, including amounts recognized in other comprehensive income during the periods. All amounts are shown on a pre-tax basis. (In thousands) Prior service cost Accumulated loss Accumulated other comprehensive loss Cumulative employer contributions in excess of net periodic benefit cost Net amount recognized as an accrued benefit liability on the December 31 balance sheet Net loss arising during period Amortization of net loss Amortization of prior service cost Total recognized in other comprehensive income Total expense recognized in net periodic pension cost and other comprehensive income 2018 2017 $ $ $ $ 1,535 $ (32,342) (30,807) 18,162 (12,645) $ (1,110) 2,267 (271) 886 $ (262) $ 1,806 (33,499) (31,693) 19,286 (12,407) (2,527) 2,313 (271) (485) (1,189) The estimated net loss and prior service cost to be amortized from accumulated other comprehensive income into net periodic pension cost in 2019 is $2.1 million. The following assumptions, on a weighted average basis, were used in accounting for the plans. Determination of benefit obligation at year end: Effective discount rate for benefit obligations Assumed credit on cash balance accounts Determination of net periodic benefit cost for year ended: Effective discount rate for benefit obligations Effective rate for interest on benefit obligations Long-term rate of return on assets Assumed credit on cash balance accounts 2018 2017 2016 4.14% 5.00% 3.57% 3.28% 5.00% 5.00% 3.57% 5.00% 3.95% 3.28% 6.00% 5.00% 4.05% 5.00% 4.16% 3.38% 6.00% 5.00% 90 The following table shows the fair values of the Company’s pension plan assets by asset category at December 31, 2018 and 2017. Information about the valuation techniques and inputs used to measure fair value are provided in Note 16 on Fair Value Measurements. (In thousands) December 31, 2018 Assets: U.S. government obligations Government-sponsored enterprise obligations (a) State and municipal obligations Agency mortgage-backed securities (b) Non-agency mortgage-backed securities Asset-backed securities Corporate bonds (c) Equity securities and mutual funds: (d) Mutual funds Common stocks International developed markets funds Emerging markets funds Total December 31, 2017 Assets: U.S. government obligations Government-sponsored enterprise obligations (a) State and municipal obligations Agency mortgage-backed securities (b) Non-agency mortgage-backed securities Asset-backed securities Corporate bonds (c) Equity securities and mutual funds: (d) Mutual funds Common stocks International developed markets funds Emerging markets funds Total Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value $ 2,994 $ 2,994 $ — $ 1,200 8,299 8,209 4,398 3,520 37,207 8,645 18,173 5,046 1,727 99,418 $ — — — — — — 8,645 18,173 5,046 1,727 36,585 $ 1,200 8,299 8,209 4,398 3,520 37,207 — — — — 62,833 $ 3,719 $ 3,719 $ — $ $ $ 1,282 8,527 7,896 4,891 3,833 37,457 6,979 23,744 7,870 2,062 108,260 $ $ — — — — — — 6,979 23,744 7,870 2,062 44,374 $ 1,282 8,527 7,896 4,891 3,833 37,457 — — — — 63,886 $ — — — — — — — — — — — — — — — — — — — — — — — — (a) This category represents bonds (excluding mortgage-backed securities) issued by agencies such as the Federal Home Loan Bank, the Federal Home Loan Mortgage Corp and the Federal National Mortgage Association. (b) This category represents mortgage-backed securities issued by the agencies mentioned in (a). (c) This category represents investment grade bonds issued in the U.S., primarily by domestic issuers, representing diverse industries. (d) This category represents investments in individual common stocks and equity funds. These holdings are diversified, largely across the financial services, technology services, healthcare, electronic technology, and consumer goods industries. The investment policy of the pension plan is designed for growth in principal, within limits designed to safeguard against significant losses within the portfolio. The policy sets guidelines, which may change from time to time, regarding the types and percentages of investments held. Currently, the policy includes guidelines such as holding bonds rated investment grade or better and prohibiting investment in Company stock. The plan does not utilize derivatives. Management believes there are no significant concentrations of risk within the plan asset portfolio at December 31, 2018. Under the current policy, the long-term investment target mix for the plan is 35% equity securities and 65% fixed income securities. The Company regularly reviews its policies on investment mix and may make changes depending on economic conditions and perceived investment risk. 91 Effective January 1, 2016, the Company changed the method used to estimate the interest cost component of net periodic pension cost for its defined benefit pension plan. Prior to the change, the interest cost component was estimated by utilizing a single weighted average discount rate derived from the yield curve used to measure the projected benefit obligation. Under the new method, the interest cost component is estimated by applying the specific annual spot rates along the yield curve used in the determination of the projected benefit obligation to the relevant projected cash flows. This change provides a more precise measurement of the interest cost by improving the correlation between projected benefit cash flows and the corresponding spot yield curve rates. The Company accounted for this change prospectively as a change in accounting estimate. The change resulted in a decrease of approximately $900 thousand in the interest cost component of the estimated annual net periodic pension cost for 2016. The assumed overall expected long-term rate of return on pension plan assets used in calculating 2018 pension plan expense was 5.0%. Determination of the plan’s expected rate of return is based upon historical and anticipated returns of the asset classes invested in by the pension plan and the allocation strategy currently in place among those classes. The rate used in plan calculations may be adjusted by management for current trends in the economic environment. The 10-year annualized return for the Company’s pension plan was 7.2%. During 2018, the plan’s assets lost 1.7% of their value, compared to a 9.6% rate of return in 2017. Returns for any plan year may be affected by changes in the stock market and interest rates. The Company expects to incur pension expense of $2.2 million in 2019, compared to $1.1 million in 2018. The Company utilizes mortality tables published by the Society of Actuaries to incorporate mortality assumptions into the measurement of the pension benefit obligation. At December 31, 2018, the Company utilized an updated mortality projection scale, which decreased the pension benefit obligation on that date by approximately $300 thousand. The following future benefit payments are expected to be paid: (In thousands) 2019 2020 2021 2022 2023 2024 - 2028 $ 7,163 7,353 7,510 7,473 7,509 36,468 10. Stock-Based Compensation and Directors Stock Purchase Plan* The Company’s stock-based compensation is provided under a stockholder-approved plan which allows for issuance of various types of awards, including stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and stock-based awards. During the past three years, stock-based compensation has been issued in the form of nonvested stock awards and stock appreciation rights. At December 31, 2018, 2,515,678 shares remained available for issuance under the plan. The stock-based compensation expense that was charged against income was $12.8 million, $12.1 million and $11.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $3.2 million, $4.5 million and $4.3 million for the years ended December 31, 2018, 2017 and 2016, respectively. 92 Nonvested Restricted Stock Awards Nonvested stock is awarded to key employees by action of the Company's Compensation and Human Resources Committee and Board of Directors. These awards generally vest after 4 to 7 years of continued employment, but vesting terms may vary according to the specifics of the individual grant agreement. There are restrictions as to transferability, sale, pledging, or assigning, among others, prior to the end of the vesting period. Dividend and voting rights are conferred upon grant of restricted stock awards. A summary of the status of the Company’s nonvested share awards as of December 31, 2018 and changes during the year then ended is presented below. Nonvested at January 1, 2018 Granted Vested Forfeited Canceled Shares 1,317,092 268,658 (376,489) (28,321) — Weighted Average Grant Date Fair Value 36.82 $ 57.28 30.73 44.12 — Nonvested at December 31, 2018 1,180,940 $ 43.24 The total fair value (at vest date) of shares vested during 2018, 2017 and 2016 was $21.5 million, $23.8 million and $10.9 million, respectively. Stock Appreciation Rights Stock appreciation rights (SARs) are granted with exercise prices equal to the market price of the Company’s stock at the date of grant. SARs vest ratably over four years of continuous service and have 10-year contractual terms. All SARs must be settled in stock under provisions of the plan. A summary of SAR activity during 2018 is presented below. (Dollars in thousands, except per share data) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2018 Granted Forfeited Expired Exercised Outstanding at December 31, 2018 Exercisable at December 31, 2018 1,237,804 $ 177,001 (17,529) (607) (330,231) 1,066,438 $ 561,527 $ 35.36 55.63 45.82 43.14 29.96 40.22 34.57 6.7 years $ 17,218 5.6 years $ 12,239 In determining compensation cost, the Black-Scholes option-pricing model is used to estimate the fair value of SARs on date of grant. The Black-Scholes model is a closed-end model that uses various assumptions as shown in the following table. Expected volatility is based on historical volatility of the Company’s stock. The Company uses historical exercise behavior and other factors to estimate the expected term of the SARs, which represents the period of time that the SARs granted are expected to be outstanding. The risk-free rate for the expected term is based on the U.S. Treasury zero coupon spot rates in effect at the time of grant. The per share average fair value and the model assumptions for SARs granted during the past three years are shown in the table below. Weighted per share average fair value at grant date Assumptions: Dividend yield Volatility Risk-free interest rate Expected term 2018 $11.84 2017 $11.37 2016 $6.47 1.6% 20.6% 2.7% 1.6% 21.1% 2.4% 2.2% 21.2% 1.8% 6.6 years 7.0 years 7.2 years 93 Additional information about stock options and SARs exercised is presented below. (In thousands) Intrinsic value of options and SARs exercised Tax benefit realized from options and SARs exercised 2018 2017 2016 $ $ 9,632 $ 1,928 $ 9,310 2,698 $ $ 8,854 1,781 As of December 31, 2018, there was $27.3 million of unrecognized compensation cost related to unvested SARs and stock awards. This cost is expected to be recognized over a weighted average period of approximately 3.2 years. Directors Stock Purchase Plan The Company has a directors stock purchase plan whereby outside directors of the Company and its subsidiaries may elect to use their directors’ fees to purchase Company stock at market value each month end. Remaining shares available for issuance under this plan were 53,160 at December 31, 2018. In 2018, 31,235 shares were purchased at an average price of $57.69, and in 2017, 16,666 shares were purchased at an average price of $51.95. * All share and per share amounts in this note have been restated for the 5% common stock dividend distributed in 2018. 11. Accumulated Other Comprehensive Income (Loss) The table below shows the activity and accumulated balances for components of other comprehensive income (loss). The largest component is the unrealized holding gains and losses on available for sale debt securities. Unrealized gains and losses on debt securities for which an other-than-temporary impairment (OTTI) has been recorded in current earnings are shown separately below. Another component is amortization from other comprehensive income of losses associated with pension benefits, which occurs as the amortization is included in current net periodic benefit cost. The remaining component is gains and losses in fair value on certain interest rate floors that have been designated as cash flow hedging instruments. (In thousands) Balance January 1, 2018 Unrealized Gains (Losses) on Securities (1) OTTI Other Pension Loss Unrealized Gains (Losses) on Cash Flow Hedge Derivatives (2) Total Accumulated Other Comprehensive Income (Loss) $ 3,411 $ 30,326 $ (19,629) $ — $ 14,108 ASU 2018-02 Reclassification of tax rate change 715 6,359 (4,142) ASU 2016-01 Reclassification of unrealized gain on equity securities Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income Current period other comprehensive income (loss), before tax Income tax (expense) benefit Current period other comprehensive income (loss), net of tax Transfer of unrealized gain on securities for which impairment was not previously recognized Balance December 31, 2018 Balance January 1, 2017 $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income Current period other comprehensive income (loss), before tax Income tax (expense) benefit Current period other comprehensive income (loss), net of tax Transfer of unrealized gain on securities for which impairment was not previously recognized — — — (438) (33,320) (73,725) — (1,110) 8,381 68 (447) 1,996 (370) (74,172) 93 18,541 (277) (55,631) 886 (222) 664 760 9,141 (2,286) 6,855 2,932 (33,320) (66,892) 2,377 (64,515) 16,126 (48,389) 12 (12) — — — 3,861 $ (52,278) $ (23,107) $ 6,855 $ (64,669) 2,975 $ 27,328 $ (19,328) $ — $ 279 385 664 (252) 412 36,307 (2,527) (31,433) 2,042 4,874 (1,852) 3,022 (485) 184 (301) 24 (24) — — — — — — — 10,975 34,059 (29,006) 5,053 (1,920) 3,133 — Balance December 31, 2017 $ 3,411 $ 30,326 $ (19,629) $ — $ 14,108 (1) The pre-tax amounts reclassified from accumulated other comprehensive income to current earnings are included in "investment securities gains (losses), net" in the consolidated statements of income. (2) The pre-tax amounts reclassified from accumulated other comprehensive income to current earnings are included in "interest and fees on loans" in the consolidated statements of income. 94 The requirement to revalue deferred tax assets and liabilities in the period of enactment stranded the effects of the tax rate change, mandated by the Tax Cuts and Jobs Act, in accumulated other comprehensive income. In response, the FASB issued ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income", which the Company adopted on January 1, 2018. This ASU allowed the reclassification of the stranded tax effects from accumulated other comprehensive income (loss) (as shown in the table above) to retained earnings. As mentioned in Note 1, new accounting guidance for investment securities, which was effective January 1, 2018, required the reclassification of unrealized gains on equity securities from accumulated other comprehensive income (loss) to retained earnings (also shown above). 12. Segments The Company segregates financial information for use in assessing its performance and allocating resources among three operating segments: Consumer, Commercial, and Wealth. The Consumer segment includes the consumer portion of the retail branch network (loans, deposits and other personal banking services), indirect and other consumer financing, and consumer debit and credit card loan and fee businesses. Residential mortgage origination, sales and servicing functions are included in this consumer segment, but residential mortgage loans retained by the Company are not considered part of this segment. The Commercial segment provides corporate lending (including the Small Business Banking product line within the branch network), leasing, international services, and business, government deposit, and related commercial cash management services, as well as merchant and commercial bank card products. The Commercial segment also includes the Capital Markets Group, which sells fixed income securities and provides investment safekeeping and bond accounting services. The Wealth segment provides traditional trust and estate planning, advisory and discretionary investment management, and brokerage services. This segment also provides various loan and deposit related services to its private banking customers. The Company’s business line reporting system derives segment information from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. This information is based on internal management accounting procedures and methods, which have been developed to reflect the underlying economics of the businesses. These methodologies are applied in connection with funds transfer pricing and assignment of overhead costs among segments. Funds transfer pricing was used in the determination of net interest income by assigning a standard cost (credit) for funds used for (provided by) assets and liabilities based on their maturity, prepayment and/or repricing characteristics. Income and expense that directly relate to segment operations are recorded in the segment when incurred. Expenses that indirectly support the segments are allocated based on the most appropriate method available. The Company uses a funds transfer pricing method to value funds used (e.g., loans, fixed assets, and cash) and funds provided (e.g., deposits, borrowings, and equity) by the business segments and their components. This process assigns a specific value to each new source or use of funds with a maturity, based on current swap rates, thus determining an interest spread at the time of the transaction. Non-maturity assets and liabilities are valued using weighted average pools. The funds transfer pricing process attempts to remove interest rate risk from valuation, allowing management to compare profitability under various rate environments. 95 The following tables present selected financial information by segment and reconciliations of combined segment totals to consolidated totals. There were no material intersegment revenues between the three segments. Management periodically makes changes to methods of assigning costs and income to its business segments to better reflect operating results. If appropriate, these changes are reflected in prior year information presented below. Segment Income Statement Data (In thousands) Year ended December 31, 2018: Net interest income Provision for loan losses Non-interest income Investment securities losses, net Non-interest expense Income before income taxes Year ended December 31, 2017: Net interest income Provision for loan losses Non-interest income Investment securities gains, net Non-interest expense Income before income taxes Year ended December 31, 2016: Net interest income Provision for loan losses Non-interest income Investment securities losses, net Non-interest expense Income before income taxes Consumer Commercial Wealth Segment Totals Other/ Elimination Consolidated Totals $ $ $ $ $ 296,228 $ (41,280) 126,253 — (287,473) 93,728 $ 279,031 $ (41,829) 121,362 — (275,734) 82,830 $ 268,654 $ (36,042) 116,185 — (266,258) $ 82,539 $ 345,221 $ (1,134) 202,527 — (297,847) 248,767 $ 329,087 $ 205 184,577 — (281,845) 232,024 $ 311,704 $ 4,378 187,350 — (272,398) 231,034 $ 46,946 $ 32 173,026 — (123,576) 96,428 $ 47,264 $ (41) 158,175 — (120,461) 84,937 $ 44,113 $ (122) 144,661 — (113,888) 74,764 $ 688,395 $ (42,382) 501,806 — (708,896) 438,923 $ 655,382 $ (41,665) 464,114 — (678,040) 399,791 $ 624,471 $ (31,786) 448,196 — (652,544) 388,337 $ 135,430 $ (312) (465) (488) (28,925) 105,240 $ 78,297 $ (3,579) (2,851) 25,051 (66,303) 30,615 $ 55,578 $ (4,532) (1,640) (53) (36,685) 12,668 $ 823,825 (42,694) 501,341 (488) (737,821) 544,163 733,679 (45,244) 461,263 25,051 (744,343) 430,406 680,049 (36,318) 446,556 (53) (689,229) 401,005 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. Segment Balance Sheet Data (In thousands) Average balances for 2018: Assets Loans, including held for sale Goodwill and other intangible assets Deposits Average balances for 2017: Assets Loans, including held for sale Goodwill and other intangible assets Deposits $ $ Consumer Commercial Wealth Segment Totals Other/ Elimination Consolidated Totals 2,541,627 $ 2,401,657 78,062 10,210,506 9,115,738 $ 8,939,696 68,300 8,029,248 1,243,806 $ 1,233,780 746 1,871,596 12,901,171 $ 12,575,133 147,108 20,111,350 11,765,064 $ 1,370,439 — 19,902 24,666,235 13,945,572 147,108 20,131,252 2,610,045 $ 2,471,578 76,734 10,190,613 8,830,584 $ 8,635,035 68,538 8,301,004 1,218,598 $ 1,209,792 746 2,090,582 12,659,227 $ 12,316,405 146,018 20,582,199 12,372,381 $ 1,312,746 — 12,587 25,031,608 13,629,151 146,018 20,594,786 The above segment balances include only those items directly associated with the segment. The “Other/Elimination” column includes unallocated bank balances not associated with a segment (such as investment securities and federal funds sold), balances relating to certain other administrative and corporate functions, and eliminations between segment and non-segment balances. This column also includes the resulting effect of allocating such items as float, deposit reserve and capital for the purpose of computing the cost or credit for funds used/provided. 96 The Company’s reportable segments are strategic lines of business that offer different products and services. They are managed separately because each line services a specific customer need, requiring different performance measurement analyses and marketing strategies. The performance measurement of the segments is based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution. The information is also not necessarily indicative of the segments’ financial condition and results of operations if they were independent entities. 13. Common and Preferred Stock* On December 17, 2018, the Company distributed a 5% stock dividend on its $5 par common stock for the 25th consecutive year. All per common share data in this report has been restated to reflect the stock dividend. The Company applies the two-class method of computing income per share, as nonvested share-based awards that pay nonforfeitable common stock dividends are considered securities which participate in undistributed earnings with common stock. The two-class method requires the calculation of separate income per share amounts for the nonvested share-based awards and for common stock. Income per share attributable to common stock is shown in the following table. Nonvested share-based awards are further discussed in Note 10 on Stock-Based Compensation. Basic income per share is based on the weighted average number of common shares outstanding during the year. Diluted income per share gives effect to all dilutive potential common shares that were outstanding during the year. Presented below is a summary of the components used to calculate basic and diluted income per common share, which have been restated for all stock dividends. (In thousands, except per share data) Basic income per common share: Net income attributable to Commerce Bancshares, Inc. Less preferred stock dividends Net income available to common shareholders Less income allocated to nonvested restricted stock Net income allocated to common stock Weighted average common shares outstanding Basic income per common share Diluted income per common share: Net income available to common shareholders Less income allocated to nonvested restricted stock Net income allocated to common stock Weighted average common shares outstanding 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 Weighted average diluted common shares outstanding Diluted income per common share 2018 2017 2016 $ $ $ $ $ $ 433,542 $ 9,000 424,542 4,558 419,984 $ 110,812 3.79 $ 424,542 $ 4,547 419,995 $ 110,812 319,383 $ 9,000 310,383 3,848 306,535 $ 110,833 2.77 $ 310,383 $ 3,838 306,545 $ 110,833 343 111,155 391 111,224 3.78 $ 2.76 $ 275,391 9,000 266,391 3,698 262,693 110,505 2.38 266,391 3,692 262,699 110,505 295 110,800 2.37 Unexercised stock appreciation rights of 223 thousand, 159 thousand and 88 thousand were excluded from the computation of diluted income per share for the years ended December 31, 2018, 2017 and 2016, respectively, because their inclusion would have been anti-dilutive. The Company has 6,000,000 depositary shares outstanding, representing 6,000 shares of 6.00% Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share, having an aggregate liquidation preference of $150.0 million (“Series B Preferred Stock”). Each depositary share has a liquidation preference of $25 per share. Dividends on the Series B Preferred Stock, if declared, accrue and are payable quarterly, in arrears, at a rate of 6.00%. The Series B Preferred Stock qualifies as Tier 1 capital for the purposes of the regulatory capital calculations. In the event that the Company does not declare and pay dividends on the Series B Preferred Stock for the most recent dividend period, the ability of the Company to declare or pay dividends on, purchase, redeem or otherwise acquire shares of its common stock or any securities of the Company that rank junior to the Series B Preferred Stock is subject to certain restrictions under the terms of the Series B Preferred Stock. The Company maintains a treasury stock buyback program authorized by its Board of Directors. The most recent authorization in October 2015 approved future purchases of 5,000,000 shares of the Company's common stock. At December 31, 2018, 2,249,563 shares of common stock remained available for purchase under the current authorization. 97 The table below shows activity in the outstanding shares of the Company’s common stock during the past three years. Shares in the table below are presented on an historical basis and have not been restated for the annual 5% stock dividends. (In thousands) Shares outstanding at January 1 Issuance of stock: Awards and sales under employee and director plans 5% stock dividend Other purchases of treasury stock Other Shares outstanding at December 31 Years Ended December 31 2018 2017 2016 106,615 101,461 97,226 416 5,305 (1,194) (13) 111,129 403 5,078 (315) (12) 106,615 397 4,831 (959) (34) 101,461 * Except as noted in the above table, all share and per share amounts in this note have been restated for the 5% common stock dividend distributed in 2018. 98 14. Regulatory Capital Requirements The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and additional discretionary actions by regulators that could have a direct material effect on the Company’s financial statements. The regulations require the Company to meet specific capital adequacy guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s capital classification is also subject to qualitative judgments by the regulators about components, risk weightings and other factors. The following tables show the capital amounts and ratios for the Company (on a consolidated basis) and the Bank, together with the minimum capital adequacy and well-capitalized capital requirements, at the last two year ends. (Dollars in thousands) December 31, 2018 Total Capital (to risk-weighted assets): Actual Minimum Capital Adequacy Requirement Well-Capitalized Capital Requirement Amount Ratio Amount Ratio Amount Ratio Commerce Bancshares, Inc. (consolidated) $ 3,022,023 15.82% $ 1,528,317 8.00% N.A. N.A. Commerce Bank 2,655,591 13.98 1,519,169 8.00 $ 1,898,962 10.00% Tier I Capital (to risk-weighted assets): Commerce Bancshares, Inc. (consolidated) $ 2,861,016 14.98% $ 1,146,238 6.00% N.A. Commerce Bank 2,494,584 13.14 1,139,377 6.00 $ 1,519,169 Tier I Common Capital (to risk-weighted assets): Commerce Bancshares, Inc. (consolidated) $ 2,716,232 14.22% $ 859,678 4.50% N.A. Commerce Bank 2,494,584 13.14 854,533 4.50 $ 1,234,325 Tier I Capital (to adjusted quarterly average assets): (Leverage Ratio) Commerce Bancshares, Inc. (consolidated) $ 2,861,016 11.52% $ 993,564 4.00% N.A. Commerce Bank December 31, 2017 Total Capital (to risk-weighted assets): 2,494,584 10.07 991,185 4.00 $ 1,238,981 N.A. 8.00% N.A. 6.50% N.A. 5.00% Commerce Bancshares, Inc. (consolidated) $ 2,747,863 14.35% $ 1,531,996 8.00% N.A. N.A. Commerce Bank 2,428,789 12.76 1,522,361 8.00 $ 1,902,951 10.00% Tier I Capital (to risk-weighted assets): Commerce Bancshares, Inc. (consolidated) $ 2,567,264 13.41% $ 1,148,997 6.00% N.A. Commerce Bank 2,268,131 11.92 1,141,771 6.00 $ 1,522,361 Tier I Common Capital (to risk-weighted assets): Commerce Bancshares, Inc. (consolidated) $ 2,422,480 12.65% $ 861,748 4.50% N.A. Commerce Bank 2,268,131 11.92 856,328 4.50 $ 1,236,918 Tier I Capital (to adjusted quarterly average assets): (Leverage Ratio) Commerce Bancshares, Inc. (consolidated) $ 2,567,264 10.39% $ 988,653 4.00% N.A. Commerce Bank 2,268,131 9.20 986,240 4.00 $ 1,232,800 N.A. 8.00% N.A. 6.50% N.A. 5.00% The minimum required ratios for well-capitalized banks (under prompt corrective action provisions) are 6.5% for Tier I common capital, 8.0% for Tier I capital, 10.0% for Total capital and 5.0% for the leverage ratio. At December 31, 2018 and 2017, the Company met all capital requirements to which it is subject, and the Bank’s capital position exceeded the regulatory definition of well-capitalized. 99 15. Revenue from Contracts with Customers The Company adopted ASU 2014-09, "Revenue from Contracts with Customers," and its related amendments on January 1, 2018. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For the year ended December 31, 2018, approximately 62% of the Company’s total revenue was comprised of net interest income, which is not within the scope of this guidance. Of the remaining revenue, those items that were subject to this guidance mainly included fees for bank card, trust, deposit account services and consumer brokerage services. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes. However, application of the new guidance resulted in a reclassification of certain bank card related network and rewards costs, previously classified as non-interest expense, to a reduction to non-interest income in the Company’s consolidated statements of income. The reclassification had no effect on prior period net income or net income per share. The Company adopted ASU 2014-09 on a full retrospective basis, in which each prior reporting period has been presented in accordance with the new guidance. The table below shows the effect of this reclassification on bank card fee income and non-interest expense for the years ended December 31, 2017 and 2016. (In thousands) Non-interest income: Bank card transaction fees Total non-interest income Non-interest expense: Data processing and software Other Total non-interest expense For the year ended December 31, 2017 Adoption of ASU 2014-09 As Adjusted As Previously Reported For the Year Ended December 31, 2016 As Previously Reported Adoption of ASU 2014-09 As Adjusted $ $ 180,441 $ (25,341) $ 155,100 $ 181,879 $ (27,836) $ 154,043 486,604 (25,341) 461,263 474,392 (27,836) 446,556 92,246 $ (11,248) $ 77,459 769,684 (14,093) (25,341) 80,998 63,366 744,343 $ 92,722 $ (13,133) $ 74,202 717,065 (14,703) (27,836) 79,589 59,499 689,229 The following table disaggregates non-interest income subject to ASU 2014-09 by major product line. (In thousands) Bank card transaction fees Trust fees Deposit account charges and other fees Consumer brokerage services Other non-interest income Total non-interest income from contracts with customers Other non-interest income (a) Total non-interest income For the Year Ended December 31 2018 2017 2016 $ 171,576 $ 155,100 $ 147,964 94,517 15,807 37,440 467,304 34,037 135,159 90,060 14,630 30,128 425,077 36,186 $ 501,341 $ 461,263 $ 154,043 121,795 86,394 13,784 31,326 407,342 39,214 446,556 (a) This revenue is not within the scope of ASU 2014-09, and includes fees relating to capital market activities, loan fees and sales, derivative instruments, standby letters of credit and various other transactions. The following table presents the opening and closing receivable balances for the years ended December 31, 2018 and 2017 for the Company’s significant revenue categories subject to ASU 2014-09. (In thousands) Bank card transaction fees Trust fees Deposit account charges and other fees Consumer brokerage services December 31, 2018 December 31, 2017 December 31, 2016 $ 13,035 $ 13,315 $ 14,686 2,721 6,107 559 2,802 5,597 380 2,681 5,735 309 For these revenue categories, none of the transaction price has been allocated to performance obligations that are unsatisfied as of the end of a reporting period. A description of these revenue categories follows. 100 Bank Card Transaction Fees The following table presents the components of bank card fee income. (In thousands) Debit card: Fee income Expense for network charges Net debit card fees Credit card: Fee income Expense for network charges and rewards Net credit card fees Corporate card: Fee income Expense for network charges and rewards Net corporate card fees Merchant: Fee income Fees to cardholder banks Expense for network charges Net merchant fees For the Years Ended December 31 2018 2017 2016 $ 41,522 $ 40,134 $ (1,784) 39,738 26,799 (13,834) 12,965 199,651 (100,011) 99,640 30,241 (7,831) (3,177) 19,233 (4,498) 35,636 25,275 (10,699) 14,576 179,642 (94,823) 84,819 31,863 (8,228) (3,566) 20,069 39,430 (5,989) 33,441 24,650 (9,816) 14,834 166,576 (83,851) 82,725 37,407 (9,585) (4,779) 23,043 154,043 Total bank card transaction fees $ 171,576 $ 155,100 $ The majority of debit and credit card fees are reported in the Consumer segment, while corporate card and merchant fees are reported in the Commercial segment. Debit and Credit Card Fees The Company issues debit and credit cards to its retail and commercial banking customers who use the cards to purchase goods and services from merchants through an electronic payment system. As a card issuer, the Company earns fees, including interchange income, for processing the cardholder’s purchase transaction with a merchant through a settlement network. Purchases are charged directly to a customer’s checking account (in the case of a debit card), or are posted to a customer’s credit card account. The fees earned are established by the settlement network and are dependent on the type of transaction processed but are typically based on a per unit charge. Interchange income, the largest component of debit and credit card fees, is settled daily through the networks. The services provided to the cardholders include issuing and maintaining cards, settling purchases with merchants, and maintaining memberships in various card networks to facilitate processing. These services are considered one performance obligation, as one of the services would not be performed without the others. The performance obligation is satisfied as services are rendered for each purchase transaction, and income is immediately recognized. In order to participate in the settlement network process, the Company must pay various transaction-related costs, established by the networks, including membership fees and a per unit charge for each transaction. These expenses are recorded net of the card fees earned. Consumer credit card products offer cardholders rewards that can be later redeemed for cash or goods or services to encourage card usage. Reward programs must meet network requirements based on the type of card issued. The expense associated with the rewards granted are recorded net of the credit card fees earned. Commercial card products offer cash rewards to corporate cardholders to encourage card usage in facilitating corporate payments. The Company pays cash rewards based on contractually agreed upon amounts, normally as a percent of each sales transaction. The expense associated with the cash rewards program is recorded net of the corporate card fees earned. 101 Merchant Fees The Company offers merchant processing services to its business customers to enable them to accept credit and debit card payments. Merchant processing activities include gathering merchant sales information, authorizing sales transactions and collecting the funds from card issuers using the networks. The merchant is charged a merchant discount fee for the services based on agreed upon pricing between the merchant and the Company. Merchant fees are recorded net of outgoing interchange costs paid to the card issuing banks and net of other network costs as show in the table above. Merchant services provided are considered one performance obligation, as one of the services would not be performed without the others. The performance obligation is satisfied as services are rendered for each settlement transaction and income is immediately recognized. Income earned from merchant fees settles with the customer according to terms negotiated in individual customer contracts. The majority of customers settle with the Company at least monthly. Trust Fees The following table shows the components of revenue within trust fees. (In thousands) Private client Institutional Other Total trust fees For the Years Ended December 31 2018 2017 2016 $ $ 111,533 $ 100,358 $ 29,241 7,190 27,477 7,324 90,992 24,565 6,238 147,964 $ 135,159 $ 121,795 This revenue is reported in the Wealth segment. The Company provides trust and asset management services to both private client and institutional trust customers including asset custody, investment advice, and reporting and administrative services. Other specialized services such as tax preparation, financial planning, representation and other related services are provided as needed. Trust fees are generally earned monthly and billed based on a rate multiplied by the fair value of the customer trust assets. The majority of customer trust accounts are billed monthly. However, some accounts are billed quarterly, and a small number of accounts are billed semi-annually or annually, in accordance with agreements in place with the customer. The Company accrues trust fees monthly based on an estimate of fees due and either directly charges the customer’s account the following month or invoices the customer for fees due according to the billing schedule. The Company maintains written product pricing information which is used to bill each trust customer based on the services provided. Providing trust services is considered to be a single performance obligation that is satisfied on a monthly basis, involving the monthly custody of customer assets, statement rendering, periodic investment advice where applicable, and other specialized services as needed. As such, performance obligations are considered to be satisfied at the conclusion of each month while trust fee income is also recorded monthly. Deposit Account Charges and Other Fees The following table shows the components of revenue within deposit account charges and other fees. (In thousands) Corporate cash management fees Overdraft and return item fees Other service charges on deposit accounts Total deposit account charges and other fees $ $ For the Years Ended December 31 2018 2017 2016 38,468 $ 31,468 36,044 $ 30,576 24,581 23,440 94,517 $ 90,060 $ 36,131 29,350 20,913 86,394 Approximately half of this revenue is reported in the Consumer segment, while the remainder is reported in the Commercial segment. The Company provides corporate cash management services to its business and non-profit customers to meet their various transaction processing needs. Such services include deposit and check processing, lockbox, remote deposit, reconciliation, on- line banking and other similar transaction processing services. The Company maintains unit prices for each type of service, and 102 the customer is billed based on transaction volumes processed monthly. The customer is usually billed either monthly or quarterly, however, some customers may be billed semi-annually or annually. The customer may pay for the cash management services provided either by paying in cash or using the value of deposit balances (formula provided to the customer) held at the Company. The Company’s performance obligation for corporate cash management services is the processing of items over a monthly term, and the obligations are satisfied at the conclusion of each month. Overdraft fees are charged to customers when daily checks and other withdrawals to customers’ accounts exceed balances on hand. Fees are based on a unit price multiplied by the number of items processed whose total amounts exceed the available account balance. The daily overdraft charge is calculated and the fee is posted to the customer’s account each day. The Company’s performance obligations for overdraft transactions is based on the daily transaction processed and the obligation is satisfied as each day’s transaction processing is concluded. Other deposit fees include numerous smaller fees such as monthly statement fees, foreign ATM processing fees, identification restoration fees, and stop payment fees. Such fees are mostly billed to customers directly on their monthly deposit account statements, or in the case of foreign ATM processing fees, the fee is charged to the customer on the day that transactions are processed. Performance obligations for all of these various services are satisfied at the time that the service is rendered. Consumer Brokerage Services The following shows the components of revenue within consumer brokerage services. (In thousands) Commission income Managed account services Total consumer brokerage services For the Years Ended December 31 2018 2017 2016 $ $ 8,956 $ 6,851 15,807 $ 8,400 $ 6,230 14,630 $ 8,170 5,614 13,784 Nearly all of this revenue is reported in the Company's Wealth segment. Consumer brokerage services revenue is comprised of commissions received upon the execution of purchases and sales of mutual fund shares and equity securities, in addition to sales of annuities and certain limited insurance products in an agency capacity. Also, fees are earned on professionally managed advisory programs through arrangements with sub-advisors. Payment from the customer is due upon settlement date for purchases and sales of securities, at the purchase date for annuities and insurance products, and upon inception of the service period for advisory programs. Most of the contracts (except advisory contracts) encompass two types of performance obligations. The first is an obligation to provide account maintenance, record keeping and custodial services throughout the contract term. The second is the obligation to provide trade execution services for the customers' purchases and sales of products mentioned above. The first obligation is satisfied over time as the service period elapses, while the second type of obligation is satisfied upon the execution of each purchase/ sale transaction. Contracts for advisory services contain a single performance obligation comprised of providing the management services and related reporting/administrative services over the contract term. The transaction price of the contracts (except advisory contracts) is a commission charged at the time of trade execution. The commission varies across different security types, insurance products and mutual funds. It is generally determined by standardized price lists published by the Company and its mutual fund and insurance vendors. Because the transaction price relates specifically to the trade execution, it has been allocated to that performance obligation and is recorded at the time of execution. The fee for advisory services is charged to the customer in advance of the quarterly service period, based on the account balance at the beginning of the period. Revenue is recognized ratably over the service period. Other Non-Interest Income from Contracts with Customers Other non-interest income consists mainly of various customer deposit related fees such as ATM fees and gains on sales of tax credits, foreclosed assets, and bank premises and equipment. Performance obligations for these services consist mainly of the execution of transactions for sales of various properties or providing specific deposit related transactions. Fees from these revenue sources are recognized when the performance obligation is completed, at which time cash is received by the Company. 103 16. Fair Value Measurements The Company uses fair value measurements to record fair value adjustments to certain financial and nonfinancial assets and liabilities and to determine fair value disclosures. Various financial instruments such as equity securities, available for sale debt securities, trading securities, certain investments relating to private equity activities, and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets and liabilities on a nonrecurring basis, such as loans held for sale, mortgage servicing rights and certain other investment securities. These nonrecurring fair value adjustments typically involve lower of cost or fair value accounting, or write-downs of individual assets. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value. For accounting disclosure purposes, a three-level valuation hierarchy of fair value measurements has been established. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. • Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and inputs that are observable for the assets or liabilities, either directly or indirectly (such as interest rates, yield curves, and prepayment speeds). • Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. These may be internally developed, using the Company’s best information and assumptions that a market participant would consider. When determining the fair value measurements for assets and liabilities required or permitted to be recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to observable market data for similar assets and liabilities. Nevertheless, certain assets and liabilities are not actively traded in observable markets, and the Company must use alternative valuation techniques to derive an estimated fair value measurement. 104  Instruments Measured at Fair Value on a Recurring Basis The table below presents the carrying values of assets and liabilities measured at fair value on a recurring basis at December 31, 2018 and 2017. There were no transfers among levels during these years. (In thousands) December 31, 2018 Assets: Residential mortgage loans held for sale Available for sale debt securities: U.S. government and federal agency obligations Government-sponsored enterprise obligations State and municipal obligations Agency mortgage-backed securities Non-agency mortgage-backed securities Asset-backed securities Other debt securities Trading debt securities Equity securities Private equity investments Derivatives * Assets held in trust for deferred compensation plan Total assets Liabilities: Derivatives * Liabilities held in trust for deferred compensation plan Total liabilities December 31, 2017 Assets: Residential mortgage loans held for sale Available for sale debt securities: U.S. government and federal agency obligations Government-sponsored enterprise obligations State and municipal obligations Agency mortgage-backed securities Non-agency mortgage-backed securities Asset-backed securities Other debt securities Trading debt securities Equity securities Private equity investments Derivatives * Assets held in trust for deferred compensation plan Total assets Liabilities: Derivatives * Liabilities held in trust for deferred compensation plan Total liabilities * The fair value of each class of derivative is shown in Note 18. . Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value $ 13,529 $ — $ 13,529 $ — 907,652 195,778 1,328,039 3,214,985 1,047,716 1,511,614 332,257 27,059 2,585 85,659 41,210 12,968 8,721,051 907,652 — — — — — — — 2,585 — — 12,968 923,205 — 195,778 1,313,881 3,214,985 1,047,716 1,511,614 332,257 27,059 — — 40,627 — 7,697,446 13,421 12,968 26,389 $ — 12,968 12,968 $ 13,328 — 13,328 $ 15,327 $ — $ 15,327 $ 917,147 406,363 1,611,366 3,040,913 905,793 1,492,800 351,060 18,269 48,838 55,752 8,349 12,843 8,884,820 917,147 — — — — — — — 19,864 — — 12,843 949,854 — 406,363 1,594,350 3,040,913 905,793 1,492,800 351,060 18,269 28,974 — 7,723 — 7,861,572 8,074 12,843 20,917 $ — 12,843 12,843 $ 7,951 — 7,951 $ — — 14,158 — — — — — — 85,659 583 — 100,400 93 — 93 — — — 17,016 — — — — — — 55,752 626 — 73,394 123 — 123 $ $ $ 105 Valuation methods for instruments measured at fair value on a recurring basis Following is a description of the Company’s valuation methodologies used for instruments measured at fair value on a recurring basis: Residential mortgage loans held for sale The Company originates fixed rate, first lien residential mortgage loans that are intended for sale in the secondary market. Fair value is based on quoted secondary market prices for loans with similar characteristics, which are adjusted to include the embedded servicing value in the loans. This adjustment represents an unobservable input to the valuation but is not considered significant given the relative insensitivity of the valuation to changes in this input. Accordingly, these loan measurements are classified as Level 2. Available for sale debt securities For available for sale securities, changes in fair value, including that portion of other-than-temporary impairment unrelated to credit loss, are recorded in other comprehensive income. As mentioned in Note 3 on Investment Securities, the Company records the credit-related portion of other-than-temporary impairment in current earnings. This portfolio comprises the majority of the assets which the Company records at fair value. Most of the portfolio, which includes government-sponsored enterprise, mortgage- backed and asset-backed securities, are priced utilizing industry-standard models that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. These measurements are classified as Level 2 in the fair value hierarchy. Where quoted prices are available in an active market, the measurements are classified as Level 1. Most of the Level 1 measurements apply to U.S. Treasury obligations. The fair values of Level 1 and 2 securities in the available for sale portfolio are prices provided by a third-party pricing service. The prices provided by the third-party pricing service are based on observable market inputs, as described in the sections below. On a quarterly basis, the Company compares a sample of these prices to other independent sources for the same and similar securities. Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing service. Based on this research, the pricing service may affirm or revise its quoted price. No significant adjustments have been made to the prices provided by the pricing service. The pricing service also provides documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate. Valuation methods and inputs, by class of security: • U.S. government and federal agency obligations U.S. treasury bills, bonds and notes, including inflation-protected securities, are valued using live data from active market makers and inter-dealer brokers. Valuations for stripped coupon and principal issues are derived from yield curves generated from various dealer contacts and live data sources. • Government-sponsored enterprise obligations Government-sponsored enterprise obligations are evaluated using cash flow valuation models. Inputs used are live market data, cash settlements, Treasury market yields, and floating rate indices such as LIBOR, CMT, and Prime. • State and municipal obligations, excluding auction rate securities A yield curve is generated and applied to bond sectors, and individual bond valuations are extrapolated. Inputs used to generate the yield curve are bellwether issue levels, established trading spreads between similar issuers or credits, historical trading spreads over widely accepted market benchmarks, new issue scales, and verified bid information. Bid information is verified by corroborating the data against external sources such as broker-dealers, trustees/paying agents, issuers, or non-affiliated bondholders. • Mortgage and asset-backed securities Collateralized mortgage obligations and other asset-backed securities are valued at the tranche level. For each tranche valuation, the process generates predicted cash flows for the tranche, applies a market based (or benchmark) yield/spread for each tranche, and incorporates deal collateral performance and tranche level attributes to determine tranche-specific spreads to adjust the benchmark yield. Tranche cash flows are generated from new deal files and prepayment/default assumptions. Tranche spreads are based on tranche characteristics such as average life, type, volatility, ratings, underlying 106 collateral and performance, and prevailing market conditions. The appropriate tranche spread is applied to the corresponding benchmark, and the resulting value is used to discount the cash flows to generate an evaluated price. Valuation of agency pass-through securities, typically issued under GNMA, FNMA, FHLMC, and SBA programs, are primarily derived from information from the To Be Announced (TBA) market. This market consists of generic mortgage pools which have not been received for settlement. Snapshots of the TBA market, using live data feeds distributed by multiple electronic platforms, are used in conjunction with other indices to compute a price based on discounted cash flow models. • Other debt securities Other debt securities are valued using active markets and inter-dealer brokers as well as bullet spread scales and option adjusted spreads. The spreads and models use yield curves, terms and conditions of the bonds, and any special features (e.g., call or put options and redemption features). The available for sale portfolio includes certain auction rate securities. Due to the illiquidity in the auction rate securities market in recent years, the fair value of these securities cannot be based on observable market prices. The fair values of these securities are estimated using a discounted cash flows analysis which is discussed more fully in the Level 3 Inputs section of this note. Because many of the inputs significant to the measurement are not observable, these measurements are classified as Level 3 measurements. Equity securities with readily determinable fair values Equity securities are priced using the market prices for each security from the major stock exchanges or other electronic quotation systems. These are generally classified as Level 1 measurements. Stocks which trade infrequently are classified as Level 2. Trading debt securities The securities in the Company’s trading portfolio are priced by averaging several broker quotes for similar instruments and are classified as Level 2 measurements. Private equity investments These securities are held by the Company’s private equity subsidiaries and are included in other investment securities in the consolidated balance sheets. Due to the absence of quoted market prices, valuation of these nonpublic investments requires significant management judgment. These fair value measurements, which are discussed in the Level 3 Inputs section of this note, are classified as Level 3. Derivatives The Company’s derivative instruments include interest rate swaps and floors, foreign exchange forward contracts, and certain credit risk guarantee agreements. When appropriate, the impact of credit standing as well as any potential credit enhancements, such as collateral, has been considered in the fair value measurement. • Valuations for interest rate swaps are derived from a proprietary model whose significant inputs are readily observable market parameters, primarily yield curves used to calculate current exposure. Counterparty credit risk is incorporated into the model and calculated by applying a net credit spread over LIBOR to the swap's total expected exposure over time. The net credit spread is comprised of spreads for both the Company and its counterparty, derived from probability of default and other loss estimate information obtained from a third party credit data provider or from the Company's Credit Department when not otherwise available. The credit risk component is not significant compared to the overall fair value of the swaps. The results of the model are constantly validated through comparison to active trading in the marketplace. Parties to swaps requiring central clearing are required to post collateral (generally in the form of cash or marketable securities) to an authorized clearing agency that holds and monitors the collateral. In January 2017, the Company's clearing counterparty made rule changes to characterize a component of this collateral as a legal settlement of the derivative contract exposure. As a result, this component, known as variation margin, is no longer accounted for separately from the derivative as collateral, but is considered in determining the fair value of the derivative. Valuations for interest rate floors are also derived from a proprietary model whose significant inputs are readily observable market parameters, primarily yield curves and volatility surfaces. The model uses market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fall below the strike rates of the floors. The model also incorporates credit valuation adjustments of both the Company's and the counterparties' non- 107 performance risk. The credit valuation adjustment component is not significant compared to the overall fair value of the floors. The fair value measurements of interest rate swaps and floors are classified as Level 2 due to the observable nature of the significant inputs utilized. • Fair value measurements for foreign exchange contracts are derived from a model whose primary inputs are quotations from global market makers and are classified as Level 2. • The Company’s contracts related to credit risk guarantees are valued under a proprietary model which uses unobservable inputs and assumptions about the creditworthiness of the counterparty (generally a Bank customer). Customer credit spreads, which are based on probability of default and other loss estimates, are calculated internally by the Company's Credit Department, as mentioned above, and are based on the Company's internal risk rating for each customer. Because these inputs are significant to the measurements, they are classified as Level 3. • Derivatives relating to residential mortgage loan sale activity include commitments to originate mortgage loans held for sale, forward loan sale contracts, and forward commitments to sell TBA securities. The fair values of loan commitments and sale contracts are estimated using quoted market prices for loans similar to the underlying loans in these instruments. The valuations of loan commitments are further adjusted to include embedded servicing value and the probability of funding. These assumptions are considered Level 3 inputs and are significant to the loan commitment valuation; accordingly, the measurement of loan commitments is classified as Level 3. The fair value measurement of TBA contracts is based on security prices published on trading platforms and is classified as Level 2. Assets held in trust Assets held in an outside trust for the Company’s deferred compensation plan consist of investments in mutual funds. The fair value measurements are based on quoted prices in active markets and classified as Level 1. The Company has recorded an asset representing the total investment amount. The Company has also recorded a corresponding liability, representing the Company’s liability to the plan participants. 108 The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows: (In thousands) Year ended December 31, 2018: Balance at January 1, 2018 Total gains or losses (realized/unrealized): Included in earnings Included in other comprehensive income Investment securities called Discount accretion Purchases of private equity securities Sale / pay down of private equity securities Capitalized interest/dividends Purchase of risk participation agreement Sale of risk participation agreement Balance at December 31, 2018 Total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2018 Year ended December 31, 2017: Balance at January 1, 2017 Total gains or losses (realized/unrealized): Included in earnings Included in other comprehensive income Investment securities called Discount accretion Purchases of private equity securities Sale / pay down of private equity securities Capitalized interest/dividends Purchase of risk participation agreement Sale of risk participation agreement Balance at December 31, 2017 Total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2017 $ $ Fair Value Measurements Using Significant Unobservable Inputs (Level 3) State and Municipal Obligations Private Equity Investments Derivatives Total $ 17,016 $ 55,752 $ 503 $ 73,271 — (274) (2,616) 32 — — — — — 13,849 105 — — — 16,395 (371) 34 — — — — — — — — 61 (179) 13,954 (274) (2,616) 32 16,395 (371) 34 61 (179) $ $ $ 14,158 $ 85,659 $ 490 $ 100,307 — $ 13,849 $ 663 $ 14,512 16,682 $ 50,820 $ 258 $ 67,760 — 882 (600) 52 — — — — — 17,016 $ (5,833) 266 (5,567) — — — 13,352 (2,621) 34 — — 55,752 $ — — — — — — 70 (91) 503 $ 882 (600) 52 13,352 (2,621) 34 70 (91) 73,271 — $ (5,658) $ 615 $ (5,043) Gains and losses on the Level 3 assets and liabilities in the table above are reported in the following income categories: (In thousands) Year ended December 31, 2018: Loan Fees and Sales Other Non- Interest Income Investment Securities Gains (Losses), Net Total Total gains or losses included in earnings Change in unrealized gains or losses relating to assets still held at December 31, 2018 Year ended December 31, 2017: Total gains or losses included in earnings Change in unrealized gains or losses relating to assets still held at December 31, 2017 $ $ $ $ (45) $ 535 $ 231 $ 580 $ 150 $ 13,849 $ 13,954 128 $ 13,849 $ 14,512 35 $ 35 $ (5,833) $ (5,567) (5,658) $ (5,043) 109 Level 3 Inputs As shown above, the Company's significant Level 3 measurements which employ unobservable inputs that are readily quantifiable pertain to auction rate securities (ARS) held by the Bank, investments in portfolio concerns held by the Company's private equity subsidiaries, and held for sale residential mortgage loan commitments. ARS are included in state and municipal securities and totaled $14.2 million at December 31, 2018, while private equity investments, included in other securities, totaled $85.7 million. Information about these inputs is presented in the table and discussions below. Quantitative Information about Level 3 Fair Value Measurements Weighted Auction rate securities Private equity investments Mortgage loan commitments Valuation Technique Discounted cash flow Unobservable Input Estimated market recovery period Estimated market rate Market comparable companies EBITDA multiple Discounted cash flow Probability of funding Embedded servicing value Average Range 4 - 5 years 4.8% 6.0 53.7% - 98.0% 78.6% 1.3% 2.3% .7% - 4.3% - - 4.0 The fair values of ARS are estimated using a discounted cash flows analysis in which estimated cash flows are based on mandatory interest rates paid under failing auctions and projected over an estimated market recovery period. Under normal conditions, ARS traded in weekly auctions and were considered liquid investments. The Company's estimate of when these auctions might resume is highly judgmental and subject to variation depending on current and projected market conditions. Few auctions of these securities have been successful in recent years, and most secondary transactions have been privately arranged. Estimated cash flows during the period over which the Company expects to hold the securities are discounted at an estimated market rate. These securities are comprised of bonds issued by various states and municipalities for healthcare and student lending purposes, and market rates are derived for each type. Market rates are calculated at each valuation date using a LIBOR or Treasury based rate plus spreads representing adjustments for liquidity premium and nonperformance risk. The spreads are developed internally by employees in the Company's bond department. An increase in the holding period alone would result in a higher fair value measurement, while an increase in the estimated market rate (the discount rate) alone would result in a lower fair value measurement. The valuation of the ARS portfolio is reviewed on a quarterly basis by the Company's chief investment officers. The fair values of the Company's private equity investments are based on a determination of fair value of the investee company less preference payments assuming the sale of the investee company. Investee companies are normally non-public entities. The fair value of the investee company is determined by reference to the investee's total earnings before interest, depreciation/ amortization, and income taxes (EBITDA) multiplied by an EBITDA factor. EBITDA is normally determined based on a trailing prior period adjusted for specific factors including current economic outlook, investee management, and specific unique circumstances such as sales order information, major customer status, regulatory changes, etc. The EBITDA multiple is based on management's review of published trading multiples for recent private equity transactions and other judgments and is derived for each individual investee. The fair value of the Company's investment (which is usually a partial interest in the investee company) is then calculated based on its ownership percentage in the investee company. On a quarterly basis, these fair value analyses are reviewed by a valuation committee consisting of investment managers and senior Company management. The significant unobservable inputs used in the fair value measurement of the Company’s derivative commitments to originate residential mortgage loans are the percentage of commitments that are actually funded and the mortgage servicing value that is inherent in the underlying loan value. A significant increase in the rate of loans that fund would result in a larger derivative asset or liability. A significant increase in the inherent mortgage servicing value would result in an increase in the derivative asset or a reduction in the derivative liability. The probability of funding and the inherent mortgage servicing values are directly impacted by changes in market rates and will generally move in the same direction as interest rates. 110 Instruments Measured at Fair Value on a Nonrecurring Basis For assets measured at fair value on a nonrecurring basis during 2018 and 2017, and still held as of December 31, 2018 and 2017, the following table provides the adjustments to fair value recognized during the respective periods, the level of valuation assumptions used to determine each adjustment, and the carrying value of the related individual assets or portfolios at December 31, 2018 and 2017. (In thousands) Fair Value Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) Balance at December 31, 2018 Collateral dependent impaired loans Mortgage servicing rights Long-lived assets Balance at December 31, 2017 Collateral dependent impaired loans Mortgage servicing rights Foreclosed assets Long-lived assets $ $ 294 $ — $ — $ 294 $ 6,478 914 — — — — 6,478 914 1,236 $ — $ — $ 1,236 $ 4,653 — 3,378 — — — — — — 4,653 — 3,378 (269) 9 (552) (617) 13 (9) (724) Valuation methods for instruments measured at fair value on a nonrecurring basis Following is a description of the Company’s valuation methodologies used for other financial and nonfinancial instruments measured at fair value on a nonrecurring basis. Collateral dependent impaired loans While the overall loan portfolio is not carried at fair value, the Company periodically records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments also include certain impairment amounts for collateral dependent loans when establishing the allowance for loan losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. In determining the value of real estate collateral, the Company relies on external and internal appraisals of property values depending on the size and complexity of the real estate collateral. The Company maintains a staff of qualified appraisers who also review third party appraisal reports for reasonableness. In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists. Values of all loan collateral are regularly reviewed by credit administration. Unobservable inputs to these measurements, which include estimates and judgments often used in conjunction with appraisals, are not readily quantifiable. These measurements are classified as Level 3. Changes in fair value recognized for partial charge-offs of loans and loan impairment reserves on loans held by the Company at December 31, 2018 and 2017 are shown in the table above. Mortgage servicing rights The Company initially measures its mortgage servicing rights at fair value and amortizes them over the period of estimated net servicing income. They are periodically assessed for impairment based on fair value at the reporting date. Mortgage servicing rights do not trade in an active market with readily observable prices. Accordingly, the fair value is estimated based on a valuation model which calculates the present value of estimated future net servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, market discount rates, cost to service, float earnings rates, and other ancillary income, including late fees. The fair value measurements are classified as Level 3. Foreclosed assets Foreclosed assets consist of loan collateral which has been repossessed through foreclosure. This collateral is comprised of commercial and residential real estate and other non-real estate property, including auto, marine and recreational vehicles. Foreclosed assets are initially recorded as held for sale at the lower of the loan balance or fair value of the collateral less estimated selling costs. Subsequent to foreclosure, valuations are updated periodically, and the assets may be marked down further, reflecting 111 a new cost basis. Fair value measurements may be based upon appraisals, third-party price opinions, or internally developed pricing methods. These measurements are classified as Level 3. Long-lived assets When investments in branch facilities and various office buildings are determined to be impaired, their carrying values are written down to estimated fair value, or estimated fair value less cost to sell if the property is held for sale. Fair value is estimated in a process which considers current local commercial real estate market conditions and the judgment of the sales agent and often involves obtaining third party appraisals from certified real estate appraisers. The carrying amounts of these real estate holdings are regularly monitored by real estate professionals employed by the Company. These fair value measurements are classified as Level 3. Unobservable inputs to these measurements, which include estimates and judgments often used in conjunction with appraisals, are not readily quantifiable. 112 17. Fair Value of Financial Instruments The carrying amounts and estimated fair values of financial instruments held by the Company are set forth below. Fair value estimates are made at a specific point in time based on relevant market information. They do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for many of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, risk characteristics and economic conditions. These estimates are subjective, involve uncertainties, and cannot be determined with precision. Changes in assumptions could significantly affect the estimates. As mentioned in Note 3, the Company prospectively adopted ASU 2016-01 on January 1, 2018. In accordance with its requirements, the fair value of loans as of December 31, 2018 was measured using an exit price notion. The fair value of loans as of December 31, 2017 was measured using an entry price notion. The estimated fair values of the Company’s financial instruments and the classification of their fair value measurements within the valuation hierarchy are as follows at December 31, 2018 and 2017: Estimated Fair Value at December 31, 2018 Level 1 Level 2 Level 3 Total $ — $ — — — — — — — — — 910,237 3,320 — 689,876 507,892 — 12,968 — $ 5,017,694 $ 5,017,694 868,274 868,274 — 2,846,095 2,846,095 — 2,084,370 2,084,370 — 1,916,627 1,916,627 — 365,069 365,069 — 756,651 756,651 — 11,223 11,223 — 13,866,003 — 13,866,003 20,694 — 8,698,666 145,139 3,320 — 693,228 693,228 689,876 — 507,892 — 41,210 583 12,968 — $ 2,124,293 $ 7,704,611 $ 14,704,953 $ 24,533,857 20,694 7,643,290 — — — — 40,627 — $ 6,980,298 $ 11,685,239 — 13,170 — — — 12,968 $ 18,691,675 $ — $ — — — — — 13,328 — — $ 6,980,298 — 11,685,239 1,663,748 13,170 1,944,458 8,702 13,421 12,968 13,328 $ 3,617,001 $ 22,322,004 1,663,748 — 1,944,458 8,702 93 — (In thousands) Financial Assets Loans: Business Real estate - construction and land Real estate - business Real estate - personal Consumer Revolving home equity Consumer credit card Overdrafts Total loans Loans held for sale Investment securities Federal funds sold Securities purchased under agreements to resell Interest earning deposits with banks Cash and due from banks Derivative instruments Assets held in trust for deferred compensation plan Total Financial Liabilities Non-interest bearing deposits Savings, interest checking and money market deposits Certificates of deposit Federal funds purchased Securities sold under agreements to repurchase Other borrowings Derivative instruments Liabilities held in trust for deferred compensation plan Total Carrying Amount $ 5,106,427 869,659 2,875,788 2,127,083 1,955,572 376,399 814,134 15,236 14,140,298 20,694 8,698,666 3,320 700,000 689,876 507,892 41,210 12,968 $ 24,814,924 $ 6,980,298 11,685,239 1,658,122 13,170 1,943,219 8,702 13,421 12,968 $ 22,315,139 113 (In thousands) Financial Assets Loans: Business Real estate - construction and land Real estate - business Real estate - personal Consumer Revolving home equity Consumer credit card Overdrafts Total loans Loans held for sale Investment securities Federal funds sold Securities purchased under agreements to resell Interest earning deposits with banks Cash and due from banks Derivative instruments Assets held in trust for deferred compensation plan Total Financial Liabilities Non-interest bearing deposits Savings, interest checking and money market deposits Certificates of deposit Federal funds purchased Securities sold under agreements to repurchase Other borrowings Derivative instruments Liabilities held in trust for deferred compensation plan Total Carrying Amount $ 4,958,554 968,820 2,697,452 2,062,787 2,104,487 400,587 783,864 7,123 13,983,674 21,398 8,893,307 42,775 700,000 30,631 438,439 8,349 12,843 $ 24,131,416 $ 7,158,962 11,499,620 1,766,864 202,370 1,304,768 1,758 8,074 12,843 $ 21,955,259 Estimated Fair Value at December 31, 2017 Level 1 Level 2 Level 3 Total $ — $ — — — — — — — — — 937,011 42,775 — 30,631 438,439 — 12,843 — $ 4,971,401 $ 4,971,401 979,389 979,389 — 2,702,598 2,702,598 — 2,060,443 2,060,443 — 2,074,129 2,074,129 — 400,333 400,333 — 798,093 798,093 — 7,123 — 7,123 13,993,509 — 13,993,509 21,398 — 8,893,307 117,774 42,775 — 695,194 695,194 30,631 — 438,439 — 8,349 626 12,843 — $ 1,461,699 $ 7,867,643 $ 14,807,103 $ 24,136,445 21,398 7,838,522 — — — — 7,723 — $ 7,158,962 $ 11,499,620 — 202,370 — — — 12,843 $ 18,873,795 $ — $ — — — — — 7,951 — — $ 7,158,962 — 11,499,620 1,768,780 202,370 1,305,375 1,758 8,074 12,843 7,951 $ 3,076,036 $ 21,957,782 1,768,780 — 1,305,375 1,758 123 — 18. Derivative Instruments The notional amounts of the Company’s derivative instruments are shown in the table below. These contractual amounts, along with other terms of the derivative, are used to determine amounts to be exchanged between counterparties and are not a measure of loss exposure. At December 31, 2018, with the exception of the interest rate floors (discussed below), the Company's derivative instruments are accounted for as free-standing derivatives, and changes in their fair value are recorded in current earnings. (In thousands) Interest rate swaps Interest rate floors Interest rate caps Credit risk participation agreements Foreign exchange contracts Mortgage loan commitments Mortgage loan forward sale contracts Forward TBA contracts Total notional amount December 31 2018 2017 $ 2,006,280 $ 1,741,412 1,000,000 62,163 143,460 6,206 14,544 5,768 16,500 — 31,776 133,488 11,826 17,110 2,566 25,000 $ 3,254,921 $ 1,963,178 The largest group of notional amounts relate to interest rate swap contracts sold to commercial customers who wish to modify their interest rate sensitivity. The customers are engaged in a variety of businesses, including real estate, manufacturing, retail 114 product distribution, education, and retirement communities. These customer swaps are offset by matching contracts purchased by the Company from other financial dealer institutions. Contracts with dealers that require central clearing are novated to a clearing agency who becomes the Company's counterparty. Because of the matching terms of the offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings. Many of the Company’s interest rate swap arrangements with large financial institutions contain contingent features relating to debt ratings or capitalization levels. Under these provisions, if the Company’s debt rating falls below investment grade or if the Company ceases to be “well-capitalized” under risk-based capital guidelines, certain counterparties can require immediate and ongoing collateralization on interest rate swaps in net liability positions, or can require instant settlement of the contracts. The Company maintains debt ratings and capital well above these minimum requirements. During the year ended December 31, 2018, the Company entered into interest rate floors, with a combined notional value of $1.0 billion, to hedge the potential risk of declining interest rates on certain floating rate commercial loans. The premiums paid for these floors totaled $20.7 million. As of December 31, 2018, the maximum length of time over which the Company is hedging its exposure to the variability in future cash flows is approximately 6 years, and the floors are forward starting, beginning in 2020. The interest rate floors qualified and were designated as cash flow hedges and were assessed for effectiveness using regression analysis. The change in the fair value of the interest rate floors are recorded in AOCI, net of the amortization of the premium paid, which is recorded against interest and fees on loans in the consolidated statements of income. As of December 31, 2018, net deferred gains on the interest rate floors totaled $9.1 million (pre-tax) and were recorded in AOCI in the consolidated balance sheet. As of December 31, 2018, it is expected that $2.8 million (pre-tax) of interest rate floor premium amortization will be reclassified from AOCI into earnings over the next twelve months. The Company’s foreign exchange activity involves the purchase and sale of forward foreign exchange contracts, which are commitments to purchase or deliver a specified amount of foreign currency at a specific future date. This activity enables customers involved in international business to hedge their exposure to foreign currency exchange rate fluctuations. The Company minimizes its related exposure arising from these customer transactions with offsetting contracts for the same currency and time frame with approved, reputable counterparties. Risk arises from changes in the currency exchange rate and from the potential for counterparty nonperformance. These risks are controlled by adherence to a foreign exchange trading policy which contains control limits on currency amounts, open positions, maturities and losses, and procedures for approvals, record-keeping, monitoring and reporting. Hedge accounting has not been applied to these foreign exchange activities. Credit risk participation agreements arise when the Company contracts, as a guarantor or beneficiary, with other financial institutions to share credit risk associated with certain interest rate swaps. These agreements provide for reimbursement of losses resulting from a third party default on the underlying swap. The Company’s risks and responsibilities as guarantor are further discussed in Note 20 on Commitments, Contingencies and Guarantees. Under its program to sell residential mortgage loans in the secondary market, the Company designates certain newly-originated residential mortgage loans as held for sale. Derivative instruments arising from this activity include mortgage loan commitments and forward loan sale contracts. Changes in the fair values of the loan commitments and funded loans prior to sale that are due to changes in interest rates are economically hedged with forward contracts to sell residential mortgage-backed securities in the to-be-announced (TBA) market. These forward TBA contracts are also considered to be derivatives and are settled in cash at the security settlement date. 115 The fair values of the Company’s derivative instruments are shown in the table below. Information about the valuation methods used to measure fair value is provided in Note 16 on Fair Value Measurements. Derivative instruments with a positive fair value (asset derivatives) are reported in other assets in the consolidated balance sheets while derivative instruments with a negative fair value (liability derivatives) are reported in other liabilities in the consolidated balance sheets. As mentioned in Note 16, effective January 2017, certain collateral posted to and from the Company's clearing counterparty has been offset against the fair values of cleared swaps, such that at December 31, 2018 in the table below, the positive fair values of cleared swaps were reduced by $8.1 million and the negative fair values of cleared swaps were reduced by $6.5 million. At December 31, 2017, the positive fair values of cleared swaps were reduced by $4.5 million and the negative fair values of cleared swaps were reduced by $4.3 million. (In thousands) Derivatives designated as hedging instruments: Interest rate floors Total derivatives designated as hedging instruments Derivatives not designated as hedging instruments: Interest rate swaps Interest rate caps Credit risk participation agreements Foreign exchange contracts Mortgage loan commitments Mortgage loan forward sale contracts Forward TBA contracts Total derivatives not designated as hedging instruments Total Asset Derivatives December 31 Liability Derivatives December 31 2018 2017 2018 2017 Fair Value Fair Value $ $ $ $ $ $ $ $ 29,031 29,031 11,537 24 47 20 536 15 — 12,179 41,210 $ $ — $ — $ — $ — $ 7,674 16 46 21 580 8 4 8,349 8,349 $ $ $ (13,110) (24) $ (93) (8) — (8) (178) (13,421) (13,421) $ $ — — (7,857) (16) (123) (40) — (7) (31) (8,074) (8,074) 116 The pre-tax effects of derivative instruments on the consolidated statements of income are shown in the tables below. Amount of Gain or (Loss) Recognized in OCI Location of Gain (Loss) Reclassified from AOCI into Income Amount of Gain (Loss) Reclassified from AOCI into Income For the Year Ended December 31 2018 For the Year Ended December 31 2018 $ $ 8,381 Interest and fees on loans $ 8,381 $ (760) (760) (In thousands) Derivatives in cash flow hedging relationships: Interest rate floors* (a) Total * No hedging relationship existed during 2017 and 2016. (a) Amounts shown herein were excluded from the assessment of effectiveness, as they represent the time value component of derivative gains (losses). (In thousands) Derivative instruments: Interest rate swaps Interest rate caps Credit risk participation agreements Foreign exchange contracts: Mortgage loan commitments Mortgage loan forward sale contracts Forward TBA contracts Total Location of Gain or (Loss) Recognized in Income on Derivative Amount of Gain or (Loss) Recognized in Income on Derivative For the Years Ended December 31 2018 2017 2016 Other non-interest income $ 3,914 $ 1,978 $ 5,927 Other non-interest income Other non-interest income Other non-interest income Loan fees and sales Loan fees and sales Loan fees and sales 11 150 31 (45) 5 414 — 35 (80) 231 64 (648) — (44) 55 87 (63) 79 $ 4,480 $ 1,580 $ 6,041 The following table shows the extent to which assets and liabilities relating to derivative instruments have been offset in the consolidated balance sheets. It also provides information about these instruments which are subject to an enforceable master netting arrangement, irrespective of whether they are offset, and the extent to which the instruments could potentially be offset. Also shown is collateral received or pledged in the form of other financial instruments, which is generally cash or marketable securities. The collateral amounts in this table are limited to the outstanding balances of the related asset or liability (after netting is applied); thus amounts of excess collateral are not shown. Most of the derivatives in the following table were transacted under master netting arrangements that contain a conditional right of offset, such as close-out netting, upon default. While the Company is party to master netting arrangements with most of its swap derivative counterparties, the Company does not offset derivative assets and liabilities under these arrangements on its consolidated balance sheet. Collateral, usually in the form of marketable securities, is exchanged between the Company and dealer bank counterparties and is generally subject to thresholds and transfer minimums. By contract, it may be sold or re-pledged by the secured party until recalled at a subsequent valuation date by the pledging party. For those swap transactions requiring central clearing, the Company posts cash to its clearing agency. Collateral positions are valued daily, and adjustments to amounts received and pledged by the Company are made as appropriate to maintain proper collateralization for these transactions. Swap derivative transactions with customers are generally secured by rights to non-financial collateral, such as real and personal property, which is not shown in the table below. 117 (In thousands) December 31, 2018 Assets: Derivatives subject to master netting agreements Derivatives not subject to master netting agreements Total derivatives Liabilities: Derivatives subject to master netting agreements Derivatives not subject to master netting agreements Total derivatives December 31, 2017 Assets: Derivatives subject to master netting agreements Derivatives not subject to master netting agreements Total derivatives Liabilities: Derivatives subject to master netting agreements Derivatives not subject to master netting agreements Total derivatives Gross Amount Recognized Gross Amounts Offset in the Balance Sheet Net Amounts Presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Available for Offset Collateral Received/ Pledged Net Amount $ 40,613 $ — $ 40,613 $ (2,992) $ (26,174) $ 11,447 597 41,210 13,333 88 13,421 — — — — — 597 41,210 13,333 (2,992) (261) 10,080 88 13,421 $ 7,726 $ — $ 7,726 $ (233) $ (824) $ 6,669 623 8,349 7,935 139 8,074 — — — — — 623 8,349 7,935 139 8,074 (233) (1,570) 6,132 118 19. Resale and Repurchase Agreements The following table shows the extent to which assets and liabilities relating to securities purchased under agreements to resell (resale agreements) and securities sold under agreements to repurchase (repurchase agreements) have been offset in the consolidated balance sheets, in addition to the extent to which they could potentially be offset. Also shown is collateral received or pledged, which consists of marketable securities. The collateral amounts in the table are limited to the outstanding balances of the related asset or liability (after netting is applied); thus amounts of excess collateral are not shown. The agreements in the following table were transacted under master netting arrangements that contain a conditional right of offset, such as close-out netting, upon default. Resale and repurchase agreements are agreements to purchase/sell securities subject to an obligation to resell/repurchase the same or similar securities. They are accounted for as collateralized financing transactions, not as sales and purchases of the securities portfolio. The securities collateral accepted or pledged in resale and repurchase agreements with other financial institutions also may be sold or re-pledged by the secured party, but is usually delivered to and held by third party trustees. The Company generally retains custody of securities pledged for repurchase agreements with customers. The Company is party to several agreements commonly known as collateral swaps. These agreements involve the exchange of collateral under simultaneous repurchase and resale agreements with the same financial institution counterparty. These repurchase and resale agreements have the same principal amounts, inception dates, and maturity dates and have been offset against each other in the balance sheet, having met the accounting requirements for this treatment. The collateral swaps totaled $450.0 million at December 31, 2018 and $650.0 million at December 31, 2017. At December 31, 2018, the Company had posted collateral of $463.3 million in marketable securities, consisting of agency mortgage-backed bonds and treasuries, and had accepted $453.7 million in agency mortgage-backed and corporate bonds. (In thousands) December 31, 2018 Total resale agreements, subject to master netting arrangements Total repurchase agreements, subject to master netting arrangements December 31, 2017 Total resale agreements, subject to master netting arrangements Total repurchase agreements, subject to master netting arrangements Gross Amount Recognized Gross Amounts Offset in the Balance Sheet Net Amounts Presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Available for Offset Securities Collateral Received/ Pledged Net Amount $ 1,150,000 $ (450,000) $ 700,000 $ — $ (700,000) $ 2,393,219 (450,000) 1,943,219 — (1,943,219) $ 1,350,000 $ (650,000) $ 700,000 $ — $ (700,000) $ 1,954,768 (650,000) 1,304,768 — (1,304,768) — — — — 119 The table below shows the remaining contractual maturities of repurchase agreements outstanding at December 31, 2018 and 2017, in addition to the various types of marketable securities that have been pledged by the Company as collateral for these borrowings. (In thousands) December 31, 2018 Repurchase agreements, secured by: U.S. government and federal agency obligations Government-sponsored enterprise obligations Agency mortgage-backed securities Non-agency mortgage-backed securities Asset-backed securities Other debt securities Total repurchase agreements, gross amount recognized December 31, 2017 Repurchase agreements, secured by: U.S. government and federal agency obligations Government-sponsored enterprise obligations Agency mortgage-backed securities Asset-backed securities Other debt securities Total repurchase agreements, gross amount recognized Remaining Contractual Maturity of the Agreements Overnight and continuous Up to 90 days Greater than 90 days Total $ $ $ $ 387,541 $ 18,466 882,744 187,740 322,680 98,522 1,897,693 $ 271,820 $ 149,111 737,975 89,601 14,780 1,263,287 $ 150,000 $ 100,000 $ — 31,774 — — — — 213,752 — — — 181,774 $ 313,752 $ 1,731 $ — 9,750 30,000 — 41,481 $ 450,000 $ — 200,000 — — 650,000 $ 637,541 18,466 1,128,270 187,740 322,680 98,522 2,393,219 723,551 149,111 947,725 119,601 14,780 1,954,768 20. Commitments, Contingencies and Guarantees The Company leases certain premises and equipment, all of which were classified as operating leases. The rent expense under such arrangements amounted to $7.7 million, $7.3 million and $7.1 million in 2018, 2017 and 2016, respectively. A summary of minimum lease commitments follows: (In thousands) Year Ended December 31 2019 2020 2021 2022 2023 After Total minimum lease payments Type of Property Real Property Equipment Total $ 5,659 $ 104 $ 4,766 4,027 3,598 3,273 15,161 51 28 — — — $ 5,763 4,817 4,055 3,598 3,273 15,161 36,667 All leases expire prior to 2054. It is expected that in the normal course of business, leases that expire will be renewed or replaced by leases on other properties; thus, the future minimum lease commitments are not expected to be less than the amounts shown for 2019. The Company engages in various transactions and commitments with off-balance sheet risk in the normal course of business to meet customer financing needs. The Company uses the same credit policies in making the commitments and conditional obligations described below as it does for on-balance sheet instruments. The following table summarizes these commitments at December 31: (In thousands) Commitments to extend credit: Credit card Other Standby letters of credit, net of participations Commercial letters of credit 120 2018 2017 $ 5,328,502 $ 5,102,556 5,840,967 5,737,181 353,905 13,774 387,811 4,498 Commitments to extend credit are legally binding agreements to lend to a borrower providing there are no violations of any conditions established in the contract. As many of the commitments are expected to expire without being drawn upon, the total commitment does not necessarily represent future cash requirements. Refer to Note 2 on Loans and Allowance for Loan Losses for further discussion. Commercial letters of credit act as a means of ensuring payment to a seller upon shipment of goods to a buyer. The majority of commercial letters of credit issued are used to settle payments in international trade. Typically, letters of credit require presentation of documents which describe the commercial transaction, evidence shipment, and transfer title. The Company, as a provider of financial services, routinely issues financial guarantees in the form of financial and performance standby letters of credit. Standby letters of credit are contingent commitments issued by the Company generally to guarantee the payment or performance obligation of a customer to a third party. While these represent a potential outlay by the Company, a significant amount of the commitments may expire without being drawn upon. The Company has recourse against the customer for any amount it is required to pay to a third party under a standby letter of credit. The letters of credit are subject to the same credit policies, underwriting standards and approval process as loans made by the Company. Most of the standby letters of credit are secured, and in the event of nonperformance by the customer, the Company has rights to the underlying collateral, which could include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities. At December 31, 2018, the Company had recorded a liability in the amount of $2.7 million, representing the carrying value of the guarantee obligations associated with the standby letters of credit. This amount will be accreted into income over the remaining life of the respective commitments. Commitments outstanding under these letters of credit, which represent the maximum potential future payments guaranteed by the Company, were $353.9 million at December 31, 2018. The Company regularly purchases various state tax credits arising from third-party property redevelopment. These credits are either resold to third parties or retained for use by the Company. During 2018, purchases and sales of tax credits amounted to $80.9 million and $71.6 million, respectively. At December 31, 2018, the Company had outstanding purchase commitments totaling $180.5 million that it expects to fund in 2019. The Company periodically enters into risk participation agreements (RPAs) as a guarantor to other financial institutions, in order to mitigate those institutions’ credit risk associated with interest rate swaps with third parties. The RPA stipulates that, in the event of default by the third party on the interest rate swap, the Company will reimburse a portion of the loss borne by the financial institution. These interest rate swaps are normally collateralized (generally with real property, inventories and equipment) by the third party, which limits the credit risk associated with the Company’s RPAs. The third parties usually have other borrowing relationships with the Company. The Company monitors overall borrower collateral, and at December 31, 2018, believes sufficient collateral is available to cover potential swap losses. The RPAs are carried at fair value throughout their term, with all changes in fair value, including those due to a change in the third party’s creditworthiness, recorded in current earnings. The terms of the RPAs, which correspond to the terms of the underlying swaps, range from 2 to 11 years. At December 31, 2018, the fair value of the Company's guarantee liability RPAs was $93 thousand, and the notional amount of the underlying swaps was $87.4 million. The maximum potential future payment guaranteed by the Company cannot be readily estimated and is dependent upon the fair value of the interest rate swaps at the time of default. The Company has various legal proceedings pending at December 31, 2018, arising in the normal course of business. While some matters pending against the Company specify damages claimed by plaintiffs, others do not seek a specified amount of damages or are at very early stages of the legal process. The Company records a loss accrual for all legal and regulatory matters for which it deems a loss is probable and can be reasonably estimated. Some matters, which are in the early stages, have not yet progressed to the point where a loss amount can be determined to be probable and estimable. 121 21. Related Parties The Company’s Chief Executive Officer, its Executive Chairman, and its former Vice Chairman are directors of Tower Properties Company (Tower) and, together with members of their immediate families, beneficially own approximately 67% of the outstanding stock of Tower. At December 31, 2018, Tower owned 201,901 shares of Company stock. Tower is primarily engaged in the business of owning, developing, leasing and managing real property. Payments from the Company and its affiliates to Tower are summarized below. These payments, with the exception of dividend payments, relate to property management services, including construction oversight, on three Company-owned office buildings and related parking garages in downtown Kansas City. (In thousands) Leasing agent fees Operation of parking garages Building management fees Property construction management fees Dividends paid on Company stock held by Tower Total 2018 2017 2016 $ $ 133 $ 95 1,935 136 181 32 $ 82 1,954 146 232 2,480 $ 2,446 $ 101 184 1,832 147 221 2,485 Tower has a $13.5 million line of credit with the Bank which is subject to normal credit terms and has a variable interest rate. The line of credit is collateralized by Company stock and based on collateral value had a maximum borrowing amount of approximately $9.1 million at December 31, 2018. There were no borrowings under this line during 2018, and there was no balance outstanding at December 31, 2018. The maximum borrowings during 2017 were $5.2 million, and there were no borrowings during 2016. There was no balance outstanding at December 31, 2017 or 2016. Interest paid on these borrowings during the last three years was not significant. Letters of credit may be collateralized under this line of credit; however, there were no letters of credit outstanding during 2018, 2017 or 2016, and thus, no fees were received during these periods. From time to time, the Bank extends additional credit to Tower for construction and development projects. No construction loans were outstanding during 2018, 2017 and 2016. Tower leases office space in the Kansas City bank headquarters building owned by the Company. Rent paid to the Company totaled $74 thousand in 2018, $74 thousand in 2017, and $72 thousand in 2016, at $16.69, $15.75 and $15.67 per square foot, respectively. Directors of the Company and their beneficial interests have deposit accounts with the Bank and may be provided with cash management and other banking services, including loans, in the ordinary course of business. Such loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unrelated persons and did not involve more than the normal risk of collectability. As discussed in Note 20 on Commitments, Contingencies and Guarantees, the Company regularly purchases various state tax credits arising from third-party property redevelopment and resells the credits to third parties. During 2018, the Company sold state tax credits to its Executive Chairman, its former Vice Chairman, and its Chief Executive Officer in the amount of $831 thousand, $759 thousand, and $119 thousand, respectively, for personal tax planning. During 2017, the Company sold state tax credits to its Executive Chairman, its former Vice Chairman, and its Chief Executive Officer in the amount of $694 thousand, $598 thousand, and $67 thousand, respectively. During 2016, the Company sold state tax credits to its Executive Chairman, his father (a former Chief Executive Officer), its former Vice Chairman, and its Chief Executive Officer in the amount of $549 thousand, $191 thousand, $244 thousand, and $72 thousand, respectively. The terms of the sales and the amounts paid were the same as the terms and amounts paid for similar tax credits by persons not related to the Company. 122 22. Parent Company Condensed Financial Statements Following are the condensed financial statements of Commerce Bancshares, Inc. (Parent only) for the periods indicated: Condensed Balance Sheets (In thousands) Assets Investment in consolidated subsidiaries: Bank Non-banks Cash Investment securities: Available for sale debt Equity Note receivable due from bank subsidiary Advances to subsidiaries, net of borrowings Income tax benefits Other assets Total assets Liabilities and stockholders’ equity Pension obligation Other liabilities Total liabilities Stockholders’ equity Total liabilities and stockholders’ equity Condensed Statements of Income (In thousands) Income Dividends received from consolidated bank subsidiary Earnings of consolidated subsidiaries, net of dividends Interest and dividends on investment securities Management fees charged to subsidiaries Investment securities gains (losses) Net interest income on advances and note to subsidiaries Other Total income Expense Salaries and employee benefits Professional fees Data processing fees paid to affiliates Community service Other Total expense Income tax benefit Net income December 31 2018 2017 $ 2,587,489 $ 2,409,098 67,538 207,462 52,479 151,607 2,576 3,191 50,000 19,867 8,590 23,734 4,595 49,345 50,000 14,571 8,279 19,951 2,970,447 $ 2,759,925 $ $ 12,645 $ 26,504 39,149 2,931,298 $ 2,970,447 $ 12,407 30,958 43,365 2,716,560 2,759,925 For the Years Ended December 31 2018 2017 2016 $ 200,000 $ 160,002 $ 233,785 147,678 10,698 37,688 (4,581) 1,299 2,390 2,099 30,431 41,717 514 3,346 160,002 118,704 2,364 30,965 1,880 21 2,720 481,279 385,787 316,656 33,588 2,383 3,341 152 10,729 50,193 (2,456) 33,714 2,036 3,512 32,093 10,671 82,026 (15,622) 29,116 1,951 3,226 1,620 9,849 45,762 (4,497) $ 433,542 $ 319,383 $ 275,391 123 Condensed Statements of Cash Flows (In thousands) Operating Activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Earnings of consolidated subsidiaries, net of dividends Other adjustments, net Net cash provided by operating activities Investing Activities (Increase) decrease in securities purchased under agreements to resell Decrease in investment in subsidiaries, net Proceeds from sales of investment securities Proceeds from maturities/pay downs of investment securities Purchases of investment securities Note receivable due from bank subsidiary (Increase) decrease in advances to subsidiaries, net Net purchases of building improvements and equipment Net cash provided by (used in) investing activities Financing Activities Purchases of treasury stock Issuance of stock under equity compensation plans Cash dividends paid on common stock Cash dividends paid on preferred stock Net cash used in financing activities Increase (decrease) in cash Cash at beginning of year Cash at end of year Income tax receipts, net For the Years Ended December 31 2018 2017 2016 $ 433,542 $ 319,383 $ 275,391 (233,785) (147,678) (118,704) 2,505 202,262 (11,268) 160,437 9,541 166,228 — — 41,638 1,988 (125) — (5,296) (133) 38,072 155,775 (51,335) 11 11,006 2,295 — (50,000) (9,518) (52) 109,517 4 2,949 4,105 — — 13,507 (3) (30,773) (75,231) (17,771) (39,381) (10) (100,238) (9,000) (184,479) 55,855 151,607 (8) (91,619) (9,000) (118,398) 151,556 51 207,462 $ 151,607 $ (6) (87,070) (9,000) (135,457) (2) 53 51 (1,965) $ (8,991) $ (8,958) $ $ Dividends paid by the Parent to its shareholders were substantially provided from Bank dividends. The Bank may distribute common dividends without prior regulatory approval, provided that the dividends do not exceed the sum of net income for the current year and retained net income for the preceding two years, subject to maintenance of minimum capital requirements. The Parent charges fees to its subsidiaries for management services provided, which are allocated to the subsidiaries based primarily on total average assets. The Parent makes cash advances to its private equity subsidiaries for general short-term cash flow purposes. Advances may be made to the Parent by its subsidiary bank holding company for temporary investment of idle funds. Interest on such advances is based on market rates. In 2017, the Bank borrowed $50.0 million from the Parent as part of its strategy to manage FDIC insurance premiums. The note has a rolling 13 month maturity, and the interest rate is a variable rate equal to the one year treasury rate. For the past several years, the Parent has maintained a $20.0 million line of credit for general corporate purposes with the Bank. The line of credit is secured by investment securities. The Parent has not borrowed under this line during the past three years. At December 31, 2018, the fair value of the investment securities held by the Parent consisted of investments of $2.5 million in common and preferred stock with readily determinable fair values, $720 thousand in equity securities that do not have readily determinable fair values, and $2.6 million in non-agency mortgage-backed securities. The decline in balances from the prior year was due to a third party merger transaction in June 2018, in which the majority of these securities were redeemed for cash of $39.9 million. 124 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes in or disagreements with accountants on accounting and financial disclosure. Item 9a. CONTROLS AND PROCEDURES Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2018. The Company’s internal control over financial reporting as of December 31, 2018 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which follows. Changes in Internal Control Over Financial Reporting No change in the Company’s internal control over financial reporting occurred that has materially affected, or is reasonably likely to materially affect, such controls during the last quarter of the period covered by this report. 125 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Commerce Bancshares, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Commerce Bancshares, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements), and our report dated February 21, 2019 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Kansas City, Missouri February 21, 2019 126 Item 9b. OTHER INFORMATION None PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Items 401, 405 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K regarding executive officers, directors, and corporate governance is included at the end of Part I of this Form 10-K under the caption “Executive Officers of the Registrant” and under the captions “Proposal One - Election of the 2022 Class of Directors”, “Section 16(a) Beneficial Ownership Reporting Compliance”, “Audit and Risk Committee Report”, “Committees of the Board" and "Shareholder Proposals and Nominations" in the definitive proxy statement, which is incorporated herein by reference. The Company’s senior financial officer code of ethics for the chief executive officer and senior financial officers of the Company, including the chief financial officer, principal accounting officer or controller, or persons performing similar functions, is available at www.commercebank.com. Amendments to, and waivers of, the code of ethics are posted on this Web site. Item 11. EXECUTIVE COMPENSATION The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K regarding executive compensation is included under the captions “Compensation Discussion and Analysis”, “Executive Compensation”, “Director Compensation”, “Compensation and Human Resources Committee Report”, and “Compensation and Human Resources Committee Interlocks and Insider Participation” in the definitive proxy statement, which is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Items 201(d) and 403 of Regulation S-K is included under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the definitive proxy statement, which is incorporated herein by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Items 404 and 407(a) of Regulation S-K is covered under the captions “Proposal One - Election of the 2022 Class of Directors” and “Corporate Governance” in the definitive proxy statement, which is incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by Item 9(e) of Schedule 14A is included under the captions “Pre-approval of Services by the External Auditor” and “Fees Paid to KPMG LLP” in the definitive proxy statement, which is incorporated herein by reference. 127 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES PART IV (a) The following documents are filed as a part of this report: (1) (2) Financial Statements: Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary of Quarterly Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statement Schedules: All schedules are omitted as such information is inapplicable or is included in the financial statements. Page 60 61 62 63 64 65 58 (b) The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are listed below. 3 —Articles of Incorporation and By-Laws: (1) Restated Articles of Incorporation, as amended, were filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 7, 2014, and the same are hereby incorporated by reference. (2) Restated By-Laws, as amended, were filed in current report on Form 8-K (Commission file number 0-2989) dated February 14, 2013, and the same are hereby incorporated by reference. 4 — Instruments defining the rights of security holders, including indentures: (1) Pursuant to paragraph (b)(4)(iii) of Item 601 Regulation S-K, Registrant will furnish to the Commission upon request copies of long-term debt instruments. 10 — Material Contracts (Each of the following is a management contract or compensatory plan arrangement): (1) Commerce Bancshares, Inc. Executive Incentive Compensation Plan amended and restated as of January 1, 2019. (2) Commerce Bancshares, Inc. Stock Purchase Plan for Non-Employee Directors amended and restated as of April 17, 2013 was filed in current report on Form 8-K (Commission file number 0-2989) dated April 23, 2013, and the same is hereby incorporated by reference. (3) Commerce Executive Retirement Plan amended and restated as of January 28, 2011 was filed in annual report on Form 10-K (Commission file number 0-2989) dated February 25, 2011, and the same is hereby incorporated by reference. (4) 2009 Form of Severance Agreement between Commerce Bancshares, Inc. and the persons listed at the end of such agreement was filed in annual report on Form 10-K (Commission file number 0-2989) dated February 24, 2015, and the same is hereby incorporated by reference. (5) 2015 Form of Severance Agreement between Commerce Bancshares, Inc. and the persons listed at the end of such agreement was filed in annual report on Form 10-K (Commission file number 0-2989) dated February 24, 2015, and the same is hereby incorporated by reference. (6) 2009 Form of Severance Agreement between Commerce Bancshares, Inc. and the persons listed at the end of such agreement. (7) Trust Agreement for the Commerce Bancshares, Inc. Executive Incentive Compensation Plan amended and restated as of January 1, 2001 was filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 8, 2001, and the same is hereby incorporated by reference. 128 (8) Commerce Bancshares, Inc. 2019 Compensatory Arrangements with CEO and Named Executive Officers were filed in amended current report on Form 8-K (Commission file number 0-2989) dated January 23, 2019, and the same is hereby incorporated by reference. (9) Commerce Bancshares, Inc. Amended and Restated 2005 Equity Incentive Plan, amended and restated as of April 17, 2013 (incorporated by reference to Exhibit 10(j) to Commerce Bancshares, Inc.'s Form 8-K dated April 23, 2013). (9)(1) Amendment No. 1 dated November 12, 2018 to Commerce Bancshares, Inc. Amended and Restated 2005 Equity Incentive Plan, amended and restated as of April 17, 2013. (10) Commerce Bancshares, Inc. Stock Appreciation Rights Agreement and Commerce Bancshares, Inc. Restricted Stock Award Agreement, pursuant to the 2005 Equity Incentive Plan, were filed in current report on Form 8-K (Commission file number 0-2989) dated February 23, 2006, and the same are hereby incorporated by reference. (11) Commerce Bancshares, Inc. Stock Appreciation Rights Agreement, Commerce Bancshares, Inc. Restricted Stock Award Agreements for Executive Officers, and Commerce Bancshares, Inc. Restricted Stock Award Agreements for Employees other than Executive Officers, pursuant to the 2005 Equity Incentive Plan, were filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 6, 2013, and the same are hereby incorporated by reference. (12) Form of Notice of Grant of Award and Award Agreement for Restricted Stock for Executive Officers, pursuant to the Commerce Bancshares, Inc. 2005 Equity Incentive Plan, was filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 7, 2014, and the same is hereby incorporated by reference. (13) Form of Notice of Grant of Award and Award Agreement for Restricted Stock for Employees other than Executive Officers, pursuant to the Commerce Bancshares, Inc. 2005 Equity Incentive Plan, was filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 7, 2014, and the same is hereby incorporated by reference. (14) Form of Notice of Grant of Award and Award Agreement for Stock Appreciation Rights, pursuant to the Commerce Bancshares, Inc. 2005 Equity Incentive Plan, was filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 7, 2014, and the same is hereby incorporated by reference. (15) Form of Notice of Grant of Award and Award Agreement for Restricted Stock, pursuant to the Commerce Bancshares, Inc. 2005 Equity Incentive Plan. 21 — Subsidiaries of the Registrant 23 — Consent of Independent Registered Public Accounting Firm 24 — Power of Attorney 31.1 — Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 — Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 — Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 — Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail Item 16. FORM 10-K SUMMARY None. 129 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 21st day of February 2019. SIGNATURES COMMERCE BANCSHARES, INC. By: /s/ THOMAS J. NOACK Thomas J. Noack Vice President and Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 21st day of February 2019. By: By: By: /s/ JOHN W. KEMPER John W. Kemper Chief Executive Officer /s/ CHARLES G. KIM Charles G. Kim Chief Financial Officer /s/ JEFFERY D. ABERDEEN Jeffery D. Aberdeen Controller (Chief Accounting Officer) All the Directors on the Board of Directors* David W. Kemper Terry D. Bassham John R. Capps Earl H. Devanny, III W. Thomas Grant, II Karen L. Daniel John W. Kemper Jonathan M. Kemper Benjamin F. Rassieur, III Todd R. Schnuck Andrew C. Taylor Kimberly G. Walker ____________ * The Directors of Registrant listed executed a power of attorney authorizing Thomas J. Noack, their attorney-in-fact, to sign this report on their behalf. By: 130 /s/ THOMAS J. NOACK Thomas J. Noack Attorney-in-Fact The consolidated subsidiaries of the Registrant at February 1, 2019 were as follows: Exhibit 21 Name CBI-Kansas, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kansas City, MO Kansas Location State or Other Jurisdiction of Incorporation Clayton Financial Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Clayton, MO Clayton Realty Corp.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Clayton, MO Commerce Bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kansas City, MO Missouri Commerce Brokerage Services, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Clayton, MO Missouri Clayton Holdings, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kansas City, MO Missouri Missouri Missouri Delaware Illinois Financial, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Peoria, IL Delaware Illinois Realty, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Peoria, IL Commerce Insurance Services, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fenton, MO Missouri Commerce Investment Advisors, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kansas City, MO Missouri CBI Equipment Finance, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kansas City, MO Missouri Tower Redevelopment Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kansas City, MO Missouri CBI Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kansas City, MO Arizona CFB Partners, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Clayton, MO Delaware CFB Venture Fund I, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kansas City, MO Missouri Delaware Capital for Business, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kansas City, MO Missouri CFB Venture Fund, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Clayton, MO Consent of Independent Registered Public Accounting Firm Exhibit 23 The Board of Directors Commerce Bancshares, Inc.: We consent to the incorporation by reference in the Registration Statements No. 33-28294, No. 33-82692, No. 33-8075, No. 33-78344, No. 333-14651, No. 333-186867, No. 333-188374, and No. 333-214495 on Form S-8 and No. 333-140221 and No. 333-196689 on Form S-3ASR of Commerce Bancshares, Inc. of our reports dated February 21, 2019, with respect to the consolidated balance sheets of Commerce Bancshares, Inc. as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 10-K of Commerce Bancshares, Inc. KPMG LLP Kansas City, Missouri February 21, 2019 POWER OF ATTORNEY Exhibit 24 KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby appoint Thomas J. Noack and Jeffery D. Aberdeen, or either of them, attorney for the undersigned to sign the Annual Report on Form 10-K of Commerce Bancshares, Inc., for the fiscal year ended December 31, 2018, together with any and all amendments which might be required from time to time with respect thereto, to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, with respect to Commerce Bancshares, Inc., with full power and authority in either of said attorneys to do and perform in the name of and on behalf of the undersigned every act whatsoever necessary or desirable to be done in the premises as fully and to all intents and purposes as the undersigned might or could do in person. IN WITNESS WHEREOF, the undersigned have executed these presents as of this 25th day of January, 2019. /s/ TERRY D. BASSHAM /s/ JOHN R. CAPPS /s/ EARL H. DEVANNY, III /s/ W. THOMAS GRANT, II /s/ KAREN L. DANIEL /s/ DAVID W. KEMPER /s/ JOHN W. KEMPER /s/ JONATHAN M. KEMPER /s/ BENJAMIN F. RASSIEUR, III /s/ TODD R. SCHNUCK /s/ ANDREW C. TAYLOR /s/ KIMBERLY G. WALKER CERTIFICATION Exhibit 31.1 I, John W. Kemper, certify that: 1. I have reviewed this annual report on Form 10-K of Commerce Bancshares, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. February 21, 2019 /s/ JOHN W. KEMPER John W. Kemper President and Chief Executive Officer Exhibit 31.2 I, Charles G. Kim, certify that: 1. I have reviewed this annual report on Form 10-K of Commerce Bancshares, Inc.; CERTIFICATION 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. February 21, 2019 /s/ CHARLES G. KIM Charles G. Kim Executive Vice President and Chief Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32 In connection with the Annual Report of Commerce Bancshares, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, John W. Kemper and Charles G. Kim, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ JOHN W. KEMPER John W. Kemper Chief Executive Officer /s/ CHARLES G. KIM Charles G. Kim Chief Financial Officer February 21, 2019 A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. C O R P O R AT E H E A D Q U A R T E R S I N V E S T O R I N Q U I R I E S Shareholders, analysts and investors seeking information about the Company should direct their inquiries to: Jeffery D. Aberdeen, Controller 1000 Walnut P.O. Box 419248 Kansas City, MO 64141-6248 (800) 892-7100 mymoney@commercebank.com S H A R E H O L D E R S M AY R E C E I V E F U T U R E A N N U A L R E P O R T S A N D P R O X Y M AT E R I A L S O N L I N E To take advantage of the opportunity to receive materials electronically, rather than by mail, individuals who hold stock in their name may enroll for electronic delivery at Computershare’s investor website www.computershare.com/investor • If you have already created a login ID and password at the above site, log in and follow the prompts to “Enroll in Electronic Delivery.” • If you have not created a login ID and password on the above site, choose “Create Login.” You will need the Social Security number or tax ID number associated with your Commerce stock account to create the login. After you have created your login, follow the prompts to “Enroll in Electronic Delivery.” Please note: • Your consent is entirely revocable. • You can always vote your proxy on the internet whether or not you elect to receive your materials electronically. Shareholders who hold their Commerce stock through a bank, broker or other holder of record should refer to the information provided by that entity for instructions on how to elect to view future annual reports and proxy statements over the internet. Employee PIP (401(k)) shareholders who have a Company email address and online access will automatically be enrolled to receive the Annual Report, Proxy Statement and proxy card over the internet unless they choose to opt out by emailing the Corporate Secretary at thomas.noack@commercebank.com. 1000 Walnut P.O. Box 419248 Kansas City, MO 64141–6248 (816) 234–2000 www.commercebank.com I N D E P E N D E N T A C C O U N TA N T S KPMG LLP Kansas City, Missouri T R A N S F E R A G E N T, R E G I S T R A R A N D D I V I D E N D D I S B U R S I N G A G E N T Shareholder correspondence should be mailed to: Computershare P.O. Box 505000 Louisville, KY 40233 Overnight correspondence should be sent to: Computershare 462 South 4th Street, Suite 1600 Louisville, KY 40202 Within USA Telephone: 800–317–4445 Outside USA Telephone: 781–575–2723 Hearing Impaired/TDD: 800–952–9245 Website: www.computershare.com/investor Shareholder online inquiries: https://www-us.computershare.com/investor/Contact S T O C K E X C H A N G E L I S T I N G Nasdaq Symbol–Common Stock: CBSH Symbol–Preferred Stock: CBSHP C O M M O N S T O C K I N F O R M AT I O N The table below sets forth the high and the low prices of actual transactions for the Company’s common stock, adjusted for the December 2018 5% stock dividend, which is publicly traded on the Nasdaq Stock Market. FISCAL 2018 First Quarter Second Quarter Third Quarter Fourth Quarter A N N U A L M E E T I N G HIGH $58.93 64.21 69.10 64.70 LOW $52.24 55.11 61.26 53.40 The annual meeting of shareholders will be held Wednesday, April 17, 2019 at 9:30 a.m., in the Kemper Auditorium on the 15th floor of the Commerce Trust Company Building at 922 Walnut Street, Kansas City, Missouri 64106. 29 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORT C O M M E R C E B A N C S H A R E S , I N C . 1000 WALNUT P.O. BOX 419248 KANSAS CITY, MO 64141-6248 Phone: (816) 234-2000 (800) 892-7100 Email: mymoney@commercebank.com Website: www.commercebank.com An Equal Opportunity Employer 30 COMMERCE BANCSHARES, INC. | 2018 ANNUAL REPORT 

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