Newsweek
America’s Greatest
Workplaces 2023
Outstanding Community
Reinvestment Act
rating for 28 years
This past year has been a testament to the strength
and resilience of Commerce Bank. As the banking
industry navigated a complex economic landscape,
our bank continued to deliver exceptional and
consistent service to our customers. Commerce’s
strong foundation, conservative risk management
and diversified operating model positioned us
well. We executed against our strategic priorities
and continued to make long-term investments in
key growth areas like digital, payments, wealth
management and our expansion markets.
Looking ahead, Commerce will continue to adapt
to market changes and be there for our customers,
in both good and challenging times. Fundamental
to our enduring strength as an institution is an
engaged team and a strong culture — nearly 160
years in the making — that is always focused on
what matters most to our customers.
About the Cover
In a year of deposit pressures across the banking industry,
Commerce Bank maintained strong levels of liquidity and
a steady deposit base. Our consistent and diverse de-
posit franchise is cemented by long-term, loyal customer
relationships. Foundational to our success is the talented
branch team who serves these relationships — supporting
our customers and helping them focus on what matters
most. Pictured on the cover are a few of our team mem-
bers who deliver a best-in-class customer experience and
represent the 141 branches across our footprint.
Pictured – left to right
• Hugo Figueira – Private Banking Relationship Manager
• Kyla Pollard – Retail Banking Group Manager
• Tina Stiverson – Retail Banking Senior Branch Manager
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
1
Financial Highlights
(In thousands, except per share data)
2019
2020
2021
2022
2023
OPERATING RESULTS
Net interest income
Provision for credit 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
AT YEAR END
Total assets
Loans, including held for sale
Investment securities
Deposits
Equity
Non-accrual loans
Common shares outstanding1
Tier I common risk-based capital ratio
Tier I risk-based capital ratio
Total risk-based capital ratio
Tier I leverage ratio
Tangible common equity to tangible assets ratio
Efficiency ratio
OTHER FINANCIAL DATA (based on average balances)
Return on total assets
Return on common equity
Loans to deposits
Equity to total assets
Net yield on interest earning assets (FTE)
PER COMMON SHARE DATA
Net income - basic1
Net income - diluted1
Market price1
Book value1
Cash dividends1
Cash dividend payout ratio
$
829,847 $
137,190
505,867
835,424 $
(66,326)
560,393
11,032
768,378
354,057
342,091
120,818
30,059
805,901
530, 765
530, 765
122,693
$
942,185
28,071
546,535
20,506
848,777
488,399
488,399
127,466
998,129
35,451
573,045
14,985
930,982
477,060
477,060
134,734
$
821,293
50,438
524,703
3,626
767,398
421, 231
412, 231
113,466
$ 26,065,789
14,751,626
$ 32,922,974 $ 36,689,088 $ 31,875,931
16,308,095
15,184,974
16,374,730
8,741,888
12,645,693
14,699, 5 1 1
12,519,177
$
31,701,061
17,209,656
9,948,764
20,520,41 5
26,946,745
29,813,073
26,187,440
25,363,898
3,138,472
3,399,972
3,448,324
2,481,577
2,964,230
10,220
136,297
13.93%
14.66
15.48
11.38
10.99
56.87
1.67%
14.06
71.54
12.20
3.48
2.95
2.94
55.89
21.97
0.815
27.52%
$
26,540
135,602
9,157
133,884
13.71%
14.34%
13.71
14.82
9.45
9.92
57.19
14.34
15.1 2
9.13
9.01
57.64
8,306
131,249
14.13%
14.13
14.89
10.34
7.32
56.90
1.20%
1.55%
1.45%
10.64
67.73
11.18
2.99
15.37
56.46
10. 1 1
2.58
17.31
55.41
8.39
2.85
$
2.52 $
3.92 $
2.51
56.75
25.08
0.889
35.32%
3.9 1
62.35
25.76
0.907
23.12%
$
3.68
3.67
64.83
18.90
0.961
26.10%
7,312
130,176
15.25%
15.25
16.03
11.25
8.85
59.17
1.49%
17.94
66.31
8.33
3.16
3.64
3.64
53.41
22.77
1.029
28.24%
1 Restated for the 5% stock dividend distributed in December 2023
Return on Average Common Equity
Return on Average Assets
20.0%
15.0%
10.0%
5.0%
0.0%
2.0%
1.5%
1.0%
0.5%
0.0%
2014
2015
2016
2017
2018
2019
2020 2021
2022
2023
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Commerce
Peer Median
Large Bank Median
Commerce
Peer Median
Large Bank Median
Commerce 10-Year Average: 13.8% Peer 10-Year Average: 9.0%
Commerce 10-Year Average: 1.4% Peer 10-Year Average: 1.1%
Sources: S&P Global Market Intelligence, and company reports and filings as of December 31, 2023
2
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
Letter to Our Shareholders
The global macroeconomic landscape of 2023 was marked by a series of
complex challenges, notably high inflation, interest rate hikes and slowing
economic growth. Financial markets showed significant volatility, influenced
by the Federal Reserve’s restrictive monetary policy, global economic un-
certainties and geopolitical tensions. These factors raised concerns about a
potential recession in the U.S. The economy, however, proved to be resilient in
2023 with a surprisingly strong fourth quarter economic report, a robust labor
market, and the emergence of a late-year rally in the stock market.
The banking industry faced its own set of challenges — navigating an elevated
rate environment and the aftermath of bank failures. Despite these challenges,
Commerce Bancshares delivered solid financial performance in 2023. Strong
revenue diversification and a healthy balance sheet positioned us well this
past year, even as overall earnings were impacted by inflationary pressures
on expenses and by a one-time FDIC insurance special charge related to bank
failures. At the same time, our results benefited from low credit and funding
costs. Capital levels remain strong, and liquidity has proven to be durable.
Consistent with our steady core earnings, we returned capital to shareholders through
increased dividends. In February 2024, we increased our quarterly common dividend 5%
to $.27 per share, making this the 56th consecutive year of dividend increases. Over the
past 20 years, our annualized total return to shareholders has been 8%, significantly outper-
forming the KBW Regional Bank Index annualized return of 4%.
As we have for nearly 160 years, we take the long view, building a franchise that will
perform through the economic cycle. We are very proud of our long track record and the
shareholder value we have created over decades. With this strong momentum driving us
forward, the Commerce team is solidly positioned to build upon the long-term growth and
fundamental strength of your company. We will continue to focus on delivering innovative
solutions to our customers and generating risk-adjusted returns for our shareholders.
I would like to thank our team members, our customers and you, our shareholders, for the trust and confidence
you place in this institution. We look forward to growing the value of the Commerce franchise in 2024.
Long-Term Shareholder Return
Cumulative Total Return Indexed, 12/31/2003 = $100
$700
$600
$500
$400
$300
$200
$100
$0
2003
2005
2007
2009
2011
2013
2015
2017
2019
2021
2023
COMMERCE (CBSH)
KBW Bank
KBW Regional Bank
S&P 500
Source: Bloomberg as of December 31, 2023
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
3
Built for This:
Resilient in Challenging Times
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 2 4
The year 2023 presented a new and
evolving set of economic challenges
and opportunities. Global markets
watched anxiously as geopolitical
tensions flared and growth slowed.
High inflation and rising interest rates
slowed business
investment and
threatened to tip the economy into
recession. Despite these headwinds
and widespread predictions of an
economic downturn,
the global
forward with
economy marched
remarkably steady strength, and
in the U.S., employment remained
robust and growth positive.
Against this backdrop, banks faced
their own set of industry-specific
challenges. Most notably, the ris-
ing interest rate environment laid
bare the underpinnings of asset/
liability matching strategies. Rising
rates created both competition for
deposits and unrealized losses in fixed
rate asset portfolios. The resulting
intertwining questions of bank
liquidity and solvency precipitated
the failure of a handful of institutions,
with costs borne by the industry as
a whole.
In the wake of these failures, however,
the industry demonstrated remark-
able resilience. The rapid response
and collaboration among financial
institutions, regulators and central
banks effectively stabilized funding
4
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
markets and shored up confidence
among investors and customers.
to
industry continues
The
face
headwinds in the form of higher
funding costs, suppressed lending
capacity, tougher regulation, and by
some measures, weakening credit
quality. The steady repricing of asset
portfolios could give some hope
for interest margin expansion and
revenue growth. But banks, like all
companies, face expense pressure
associated with still-too-high inflation
and ongoing investment in technology.
As we saw in 2023, Commerce is
built to navigate challenging times
and to serve our customers with
consistency and excellence. The
theme of this report — “Built for This”
— is a reflection of your company’s
resilience and adaptability. Because
of our balanced, diversified and
agile business model, prudent risk
management, and customer-centric
approach to building and sustaining
relationships, this bank is positioned
to endure and to grow alongside our
communities and customers.
Our Results
In the past year, our operating
model stood tall in an environment
of high scrutiny and uncertainty.
Commerce’s financial results were
strong in 2023, and our balance sheet
$942
Built for This: A Strong Foundation
remains healthy. Liquidity was ample and core
deposits were stable, though understandably more
expensive than in recent years. The rapid repricing
of deposits in the second quarter took a toll on net
interest margins, but the steady repricing of loans
throughout the year stabilized this margin erosion
— a promising trend as we enter 2024.
Net Interest Income
$998
$ in millions
$835
2021
2022
2023
that more
institutions
Commerce’s diverse revenue streams make the
bank less reliant on spread income, and therefore
somewhat less susceptible to the kind of market
rate-
volatility
faced
sensitive
in 2023. During the year,
non-interest income from our
fee-based businesses was
steady and comprised 36%
of total revenue. Elevated
expenses driven by inflation-
ary pressures were offset to
some extent by low credit costs. Overall profit was
down from the previous year, but earnings of 1.49%
on assets were strong by historical standards.
on average equity, positions Commerce in the top
quartile relative to peer institutions. Our long-term
shareholder returns remain positive compared to
the industry, and our regular dividend payments
over time reflect our commitment to delivering
steady value to our shareholders.
Taken together, our results are a reflection of
financial strength and a diversified business model,
and evidence of our ability to perform well through
different economic cycles.
Commerce’s strong culture and super-community
bank model served the bank well in 2023. This
operating model combines the best of small with
the best of big — marrying sophisticated solutions,
capabilities, and advice with high-touch delivery
in the context of deep relationships, excellent
customer service, and local bankers empowered
to take care of their customers and communities.
Foundational to our success, and the source of our
long-term competitive advantage, is our culture
— one we are very proud of and work diligently
to shape. We take an intentional approach to intro-
ducing and reinforcing culture at every level of the
organization. Amidst the industry disruption that
unfolded in March, this strong foundation allowed
our team to navigate successfully, communicate
effectively with stakeholders, and take care of
our customers. Our team’s response showcased
the effectiveness of the risk management policies
in place at Commerce and the ability to adapt to
sudden market shifts. In a time when some were
constrained and quiet, Commerce was communi-
cative and open for business.
As in years past, Commerce’s capital levels surpass
regulatory requirements and consistently outstrip
those of our peers. Financial performance, as
measured by returns on average assets and returns
The diversity of our loan portfolio and fee-based
businesses serves as a ballast for our model in
uncertain times. Our capabilities and scale in
payments and wealth management positions
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
5
Commerce well among our peer bank and non-
bank competitors. We maintain high-quality
depository relationships with our customers —
relationships that have been built over decades.
We have a long history of steady asset quality, pru-
dent expense management, and strong levels of
capital and liquidity, all of which positioned us well
in 2023. Reaffirming the bank’s financial strength
and stability, Moody’s assigned Commerce an a2
baseline credit assessment in 2023, two ratings
above the U.S. banking industry median, and in line
with some of the biggest and strongest financial
institutions in the country.
The heart of our success lies with our talented
team members and their unwavering commitment
to our purpose and culture. Our results are a
reflection of the way this team works collaboratively,
communicates, and strives toward the shared
goal of helping our customers focus on what
matters most.
Beyond the Numbers
in
At Commerce, we believe our success is defined
by contributing more than financial results. We
initiatives that serve our
actively engage
customers, strengthen our communities, and
cultivate a positive and inclusive workplace for our
team members. This approach has been integral
to our ethos for nearly 160 years, guided by strong
governance practices that ensure our actions and
decisions align with our hard-earned reputation as
a trusted company.
Our commitment to inclusion is evident in our
actions inside and outside of Commerce. We’ve
made significant progress over time, focusing our
efforts around four key pillars: our customers, our
communities, our suppliers and our internal work-
place. Our initiatives include a community outreach
and banking program that provides financial access
to the unbanked and underbanked as we strive to
make banking more accessible in all communities
where we do business.
6
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
Internally, we continue to cultivate an inclusive and
engaging culture where all team members can
grow and succeed. To foster personal connections
and a sense of belonging, we support various
employee-led resource groups (ERGs), including
RISE (empowering women), EMERGE (connecting
young professionals), VIBE
(valuing multicultural per-
spectives), PRIDE (engaging
the LGBTQIA+ community),
SALUTE
(supporting our
veterans and their careers
at Commerce), and our
newest group, ENABLE (supporting team members
with disabilities and caregivers). Participation in
these ERGs is entirely voluntary, yet over 40% of our
team members are involved in at least one group,
with 22% active in multiple groups.
Commerce’s culture emphasizes the need to
build strong relationships with our communities.
We strive to ensure our lending products and solu-
tions are tailored to community needs by offering
accessible and affordable homeownership options.
We take pride in our consistent “outstanding”
rating under the Community Reinvestment Act
for the past 28 years, recognizing our efforts to
support low- and moderate-income communities.
Our commitment extends beyond traditional
banking services to philanthropy through the
Commerce Bancshares Foundation and volunteer-
ism that we encourage through paid time off. Our
team members actively contribute their time, talent
and financial resources to hundreds of nonprofits,
helping to shape a brighter, more sustainable future
for our communities.
We have made great strides together and
recognize this important work is ongoing. We will
continue to build upon our progress to make our
communities and our company a better place to
live and work. To learn more about our efforts in
these areas, please visit the About Us page on
commercebank.com.
Built for This: Our Business Segments
Consumer Banking
In a year of rising interest rates, continued inflation
and lending pressures, Commerce embraced the
role of trusted financial partner to our consumer
customers, providing advice and solutions for both
short-term needs and long-term financial well-being.
We introduced new products and enhancements
to optimize the customer experience. We provided
customers with easier and more efficient ways to
grow their savings through automated tools. At the
same time, we offered options to help customers
manage their short-term liquidity. We also grew our
CommercePremier customer base, delivering an
elevated experience that rewards customers for
their relationship with Commerce.
Over the course of the year, we continued to invest
in our digital platforms, releasing 23 updates across
online banking and mobile channels. We delivered
new real-time payment capabilities,
including
transitioning to the Zelle® platform. We invested
in our real estate lending
systems for origination and
servicing that will bring
added flexibility, features
and scale in 2024. Additionally, we expanded
the Commerce Bank CONNECT® app experience
to provide customers a way to make personal
connections with our bankers anytime and
anywhere through their smartphone.
Our relationships with customers continue to be
strong. In 2023, we maintained a primary bank-
ing relationship with more than 76% of our retail
banking customers, marking the fifth consecutive
year we have held primacy at this level. For four
years in a row, we exceeded our overall customer
experience goal, reflecting our commitment to
understanding customer needs and connecting
them with relevant solutions. Customer feedback
across all channels enables us to drive actions
to improve.
As we move into 2024, we are committed to
for our
sustaining a best-in-class experience
customers and prospects.
Commercial Banking and Commercial Payments
Our commercial banking and payments teams
support 12,500 clients nationally, helping their
businesses thrive. We provide access to funding
which allows our customers to capitalize upon new
opportunities, innovate, and maximize cash flow
while managing risk.
Expansion Market Loan Growth
5-year CAGR
10%
4%
Total Company
Expansion Markets
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
7
Commercial loan balances grew to $11 billion in
2023. The St. Louis and Kansas City markets both
achieved double-digit average loan growth, while
our expansion markets continued to make sizeable
contributions with average loan balances exceed-
ing $3 billion in aggregate. Our loan growth was
diversified across three major loan categories:
business, construction and commercial real estate.
The strength of our commercial borrowers’ credit
quality remains noteworthy as we saw net loan
charge-offs of only $3 million in 2023, or .03% of
average commercial loans.
The strong relationships with our treasury services
clients continued to serve us well throughout 2023.
While we anticipated some decline in deposit
balances, we ended the year over budget and in
a strong position at $10 billion. Payments solutions
drove an increase of 9% in commercial fee income
for the year, with treasury management, accounts
payable and card-based services experiencing
the highest levels of growth. Healthcare remains a
standout vertical for the bank with RemitConnect®,
our payments processing automation solution, and
HSF®, our patient financing solution, both continu-
ing to be well-received by healthcare providers
across the U.S.
In 2023, Commerce launched a new integrated
receivables product capable of connecting with
many of the most popular enterprise resource
planning systems on the market. This suite of tools
automates manual accounts receivable tasks into
streamlined processes. The solution offers a unified
business process encompassing credit, electronic
billing, payments processing, collections and be-
yond.
Our teams made significant enhancements to our
PreferPay® solution, extending its functionality to
new verticals. Originally developed to support the
insurance industry, PreferPay® is a highly capable
solution that allows customers to send business-to-
consumer (or employee) payments quickly and
more efficiently. With its recent enhancements,
PreferPay® is now used by a growing number
of customers in industries such as healthcare,
government, property management and retail,
among others.
Instant payments also remained a strong focus
throughout the year as we participated in the RTP®
network from The Clearing House. This payment rail
allows customers to receive instant payments from
the RTP network at any time, with approximately
480 financial institutions connected to the system.
In 2023, Commerce Bank formalized its acquisi-
tion of L.J. Hart & Company, a leading municipal
bond underwriter and advisory firm. This addition
enhances offerings for our capital markets customers
by adding proprietary
municipal products and
has become a key part of
our growing institutional
fixed-income business.
At the core of our strong commercial banking
franchise is our talented team — equipped with
very compelling tools and products, and focused
on developing long-term, well-rounded banking
relationships with our customers.
Wealth Management
Commerce’s wealth management business, oper-
ating under the umbrella of Commerce Trust, is a
core piece of the bank’s overall operating model,
a business line that is highly complementary to the
other parts of the bank and one that offers excellent
— and relatively steady — risk-adjusted returns.
The recovery in financial asset prices over the course
of 2023 was a positive tailwind for Commerce Trust,
as asset management revenues grew alongside the
market. Asset attrition in 2023 was negligible, and
new asset management sales remained strong. The
net effect of these trends pushed total assets under
management over $41 billion. Total assets under
administration ended the year at $69 billion.
8
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
Building trusted relationships
with our clients — individuals,
families and institutions — con-
tinues to be our primary focus
at Commerce Trust. Our steady
commitment to engaging and
deepening
client
relationships is reflected in our
overall client satisfaction rating
(9.4 out of 10) and client asset
retention rate of 95%.
existing
Entering the new year, we are poised for strategic
growth, having launched a new wealth office in
Naples, Florida, while continuing to build out our
teams in Houston and Dallas, Texas. In these new
markets, we are able to follow — and better serve
— a number of our existing clients, and we are
working collaboratively with our commercial teams
to bring new clients into the fold.
With the accelerating trend of a significant wave
of generational wealth transfer in view, we believe
our holistic approach to wealth management
effectively positions us to offer customized advice
along with lending and portfolio solutions to the
next generation of high-net-worth clientele, and
we are optimistic about the long-term growth
prospects for Commerce Trust.
convenience and efficiency. We improved internal
processes, adopting tools to streamline and
distribute work among our team. Our ongoing
investment in customer relationship management
allowed our teams to stay close to customers,
communicating regularly and in targeted, mean-
ingful ways. Our teams continue to embrace hybrid
ways of working as we enhance technology and
optimize workspaces to boost flexibility and foster
collaboration.
These improvements would not be possible with-
out a talented and highly engaged team. Some
of our most important initiatives are focused on
enhancing the experience of our team members
and growing their careers at Commerce. Our 2023
team member engagement survey results showed
that the percentage of effective employees, or
those that identify as both engaged and enabled
to do their job, is significantly above the U.S.
high-performing company norm, a high bar for
excellence. According to our survey administra-
tor Korn Ferry, 95% of our survey results were
on par or above the norm for high-performing
organizations across the country.
Effective Teams Are Engaged and Enabled
Based on 2023 Team Member Survey by Korn Ferry
Continuous Improvement and Innovation
81%
79%
74%
73%
Commerce’s success over time relies on a careful
balance of continuous improvement and innova-
tion. Even slight improvements, when achieved
consistently over time, can yield tremendous
results and can help ensure profitability levels that
allow for investment in innovation and growth.
Commerce delivered improvements, large and
small, over the course of 2023. Our team invested
heavily to enhance our customers’ digital bank-
ing experience, encompassing everything from
routine transactions to advanced financial planning.
We updated functionality to provide increased
Engagement
Enablement
Commerce
U.S. High-Performing Norm
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
9
Our high scores and outperformance relative to
external benchmarks is a testament to our strong
teamwork and culture. Affirming these results,
in 2023 Forbes named Commerce to its list of
America’s Best Midsize Employers for the sixth
consecutive year, and Commerce was also
included on Newsweek’s inaugural list of America’s
Greatest Workplaces.
Built for This: Resilient in Challenging Times
It has been an eventful year, but Commerce has
proven to be a resilient company — navigating
challenges, delivering strong results, and thriving
despite the challenges at hand. While the absence
of a recession in 2023 was a welcome relief and a
positive for credit quality, the economy continues
to face the challenges of higher interest rates,
lingering inflation and tightening credit availability.
Regardless of economic fluctuations, Commerce
remains well-positioned for sustained growth and
long-term success. We have a balance sheet and
a risk profile that are built for challenging times.
Our liquidity and capital levels are robust, credit
performance of our loan portfolio continues to be
strong, and our funding costs remain among the
best in the industry. We have a highly engaged
team and a strong culture that will allow us to
adjust course as we navigate the road ahead. We
are poised to leverage these strengths to capitalize
on new opportunities for growth and innovation.
While 2023 posed its share of challenges, it was
also a year of achievement and progress. The
Commerce team has shown that it is “Built for This,”
demonstrating resilience and agility in challenging
times. Thank you for the continued trust and
support you place in our team. I look forward to a
promising and successful 2024.
Growth in EPS and Stock Price
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c
i
r
P
k
c
o
t
S
2014
10
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
)
S
P
E
(
e
r
a
h
S
r
e
P
s
g
n
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r
a
E
i
$0.00$10.00$20.00$30.00$40.00$50.00$60.00$70.00$0.00$0.50$1.00$1.50$2.00$2.50$3.00$3.50$4.00Stock Price Earnings Per Share (EPS)202120192020202320152017201620182022
Performance Highlights
• Commerce reported earnings per share of $3.64, compared
to $3.67 in 2022. Return on average assets totaled 1.49% in
2023 and return on average equity was 17.9%. This compares
favorably to the top 50 bank median of 1.04% for return on
average assets and 10.3% for return on average equity.
• Net income attributable to Commerce Bancshares, Inc.
totaled $477 million in 2023, compared to $488 million
in 2022.
• In 2023, Commerce paid a regular cash dividend of $1.03
per share (restated) on common shares, representing a 7%
increase over 2022. In February 2024, Commerce increased
its regular cash dividend 5%, marking the 56th consecutive
year of cash dividend increases. Also in 2023, for the 30th
year in row, a 5% stock dividend was distributed.
• Total stockholders’ equity grew $479 million in 2023 to
$2.9 billion, and our Tier I common risk-based capital ratio
remained strong, ending 2023 at 15.3%.
• Period-end total loans grew $902 million, or 6%, in 2023,
including growth of $357 million, or 6%, in business loans and
$312 million, or 9%, in business real estate loans.
• Total revenue, comprised of net interest income and non-
interest income, increased $82 million in 2023 to a record
level of $1.6 billion.
• Net interest income grew $56 million, or 6%, compared to
2022, mostly driven by higher average rates earned on loans.
The Federal Reserve increased rates four times in 2023,
leading to higher average rates earned on loans.
• Non-interest income grew $27 million, or 5%, in 2023 to a
record $573 million. This increase was driven mostly by
bank card transaction fees, which grew $15 million, or 9%,
compared to 2022.
• The net yield on interest-earning assets on a fully taxable
equivalent basis increased 31 basis points in 2023 to 3.16%.
• The efficiency ratio was 59.2% in 2023.
• Credit quality remained strong. Net
loan charge-offs
totaled $31 million, or .19% of average loans in 2023, and the
non-accrual loans to total loans ratio was .04% at December
31, 2023.
• In 2023, Commerce Bank was recognized on Forbes’ World’s
Best Banks list for the fifth consecutive year.
1 Peer median information based on availability. As of February 7, 2024, information for
7 of 19 peers had been reported.
2 Peer and Large Bank median information based on availability. As of February 7, 2024,
information for 17 of 19 peers and 9 of 10 large banks had been reported.
Cash Dividends per
Common Share
$1.03
$.91
$.82
2019
2021
2023
Tier I Common
Risk-Based Capital Ratio
As of December 31, 2023
15.3%
11.7%
Commerce
1 Peer median information based on availability.
As of February 7, 2024, information for 7 of 19 peers had been reported.
Peer Median1
Total Revenue
$ in billions
$1.6
$1.3
$1.4
2019
2021
2023
Non-Accrual Loans
to Total Loans
As of December 31, 2023
.50%
.55%
.04%
Commerce
Peer
Median2
Large Bank
Median2
2 Peer median information based on availability.
As of February 7, 2024, information for 17 of 19 peers
and 9 of 10 large banks had been reported.
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
11
141
BRANCHES
272
ATMs
Core Banking Footprint
C O M M E R C I A L , C O N S U M E R , W E A LT H M A N A G E M E N T
St. Louis • Kansas City • Springfield
Central Missouri • Central Illinois • Wichita
Tulsa • Oklahoma City • Denver
C O M M E R C I A L O F F I C E S
Cincinnati • Nashville • Dallas • Des Moines
Indianapolis • Grand Rapids • Houston1
W E A LT H M A N A G E M E N T O F F I C E S
Dallas • Houston1 • Naples1
U . S . P R E S E N C E
Extended Market Area
Commercial Payments Services
Offered in 48 states across the U.S.
1 Locations outside the core banking footprint that accept deposits
Officers
12
12
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
David W. KemperExecutive ChairmanJohn W. KemperPresident and Chief Executive OfficerCharles G. KimExecutive Vice President and Chief Financial OfficerKevin G. BarthExecutive Vice PresidentJohn K. HandyExecutive Vice PresidentRobert S. HolmesExecutive Vice PresidentDavid L. OrfExecutive Vice President and Chief Credit Officer Paula S. PetersenExecutive Vice PresidentDerrick R. BrooksSenior Vice PresidentRichard W. HeiseSenior Vice PresidentKim L. JakovichSenior Vice PresidentPatricia R. KellerhalsSenior Vice PresidentDouglas D. NeffSenior Vice PresidentThomas J. NoackSenior Vice PresidentDavid L. RollerSenior Vice PresidentMargaret M. RoweVice President,Secretary and General CounselJana L. WebbVice President and Chief Risk Officer Paul A. SteinerController and Chief Accounting OfficerAaron C. MeinertAuditor $31.7
BILLION
BILLION
$25.4
BILLION
BILLION
$17.2
BILLION
BILLION
$41.2
BILLION
Total Assets
Total Deposits
Total Loans
Ranked 41st
Among U.S. Banks1
$7.0
BILLION
Market
Capitalization
Ranked 19th
Among U.S. Banks1
Trust Assets
Under Management
Ranked 20th
Among U.S. Banks1
17.9%
BILLION
Tier 1 Common
Risk-Based
Capital Ratio
Commercial Card
Volume
a2
4,718
Return on Average
Common Equity YTD
Baseline Credit
Assessment2
Full-Time Equivalent
Employees
Ranked 7th
Among U.S. Banks3
Sources: S&P Global Market Intelligence, and company reports and filings as of December 31, 2023
1 Regulated U.S. depositories, which includes commercial banks, bank holding companies and credit unions, as of September 30, 2023
2 Commerce is two ratings above the U.S. banking industry median rating of baa1, “Moody’s Sector Profile: Banks,” November 30, 2023
3 Based on the top 50 publicly traded U.S. banks by total assets, as of September 30, 2023
Directors
*Audit and Risk Committee Member
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
13
13
Terry D. BasshamRetiredChief Executive Officer and President Evergy, Inc.Blackford F. Brauer*PresidentHunter Engineering CompanyW. Kyle ChapmanPresident and Board MemberBarry-Wehmiller Group, Inc.Karen L. Daniel*RetiredChief Financial Officer and Executive DirectorBlack & VeatchEarl H. Devanny, IIIRetiredChief Executive OfficerTractManagerJune McAllister FowlerRetiredSenior Vice PresidentCommunications, Marketing andPublic Affairs of BJC HealthCareDavid W. KemperExecutive Chairman Commerce Bancshares, Inc.John W. KemperPresident and Chief Executive OfficerCommerce Bancshares, Inc.Jonathan M. KemperChairman EmeritusCommerce BankKansas City RegionBenjamin F. Rassieur, III*President Paulo Products CompanyTodd R. Schnuck*Chairman of the Board and Chief Executive OfficerSchnuck Markets, Inc.Christine B. TaylorPresident and Chief Executive Officer Enterprise MobilityKimberly G. Walker*RetiredChief Investment OfficerWashington University in St. Louis
Community Advisors
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 in each of our markets that we’re able to say, “Challenge Accepted.®”
Missouri
CAPE GIRARDEAU
Nick Burger
Commerce Bank
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
Retired, Red Letter Communications
Steve Sowers
Commerce Bank
Susan Layton Tomlin
Layton & Southard, LLC
Allen Toole
Schaefer’s Electrical Enclosures
Ben Traxel
Tenmile Companies
COLUMBIA
Dan Atwill
Boone County Commission
Botswana T. Blackburn
University of Missouri
Dr. Holly Bondurant
Tiger Pediatrics
Sarah Dubbert
Commerce Bank
Mark Fenner
Murray’s Restaurant
Gregg E. Hollabaugh
Commerce Bancshares, Inc.
Robert S. Holmes
Commerce Bancshares, Inc.
Commerce Bank
Douglas D. Neff
Commerce Bancshares, Inc.
Commerce Bank
Steve Sowers
Commerce Bank
David Townsend
Fidelity National Financial
Andy Waters
AW Holdings, LLC
Robin Wenneker
CPW Partnership
Dave Whelan
Commerce Bank
Dr. John S. Williams
Retired, Horton Animal Hospital
Steve Sowers
Commerce Bank
MEXICO
Chad Bruns
Chad Bruns Farms
George M. Huffman
Pearl Motor Company
Robby Miller
Mexico Heating Company
Gina Raines
Commerce Bank
Steve Sowers
Commerce Bank
Larry Webber
Webber Pharmacy
MOBERLY
Robert Gaines
STLF Trucking/STLF Diesel Repair
Dr. Clifford J. Miller
Green Hills Veterinary Clinic
Todd Norton
Commerce Bank
Susan J. Spencer
Moberly Area Community College
Steve Sowers
Commerce Bank
MONITEAU COUNTY
Philip Burger
Burgers’ Smokehouse
Brad Clay
Commerce Bank
Shayne W. Healea
Cornell Farrow Healea, LLC
Bart Jurgensmeyer
Jurgensmeyer Farms, Inc.
Dr. Mike Lutz
Mike Lutz, DDS
Steve Sowers
Commerce Bank
Casey Wasser
Missouri Soybean Association
HANNIBAL / QUINCY
C. Todd Ahrens
Hannibal Regional Healthcare System
David M. Bleigh
Bleigh Construction Company
Bleigh Ready Mix Company
Darin D. Redd
Commerce Bank
Michael C. Riesenbeck
Golden Eagle Distributing
Joshua J. Williams
HRW Companies, LLC
KANSAS CITY
Ali H. Armistead
Alaris Capital, LLC
Kevin G. Barth
Commerce Bancshares, Inc.
Commerce Bank
Rosana Privitera Biondo
Mark One Electric Co., Inc.
Clay C. Blair, III
Clay Blair Services Corp.
Rob Bratcher
Commerce Bank
Timothy S. Dunn
J.E. Dunn Construction Co., Inc.
Jon D. Ellis
LSEG, LLC
Jonathan M. Kemper
Commerce Bancshares, Inc.
Commerce Bank
Michael P. McCoy
Intercontinental Engineering-
Manufacturing Corporation
Stephen G. Mos
Central States Beverage Company
Laura M. Perin
Labconco Corp.
Jeanette Prenger
ECCO Select
Jay Reardon
Commerce Bank
Ora H. Reynolds
Hunt Midwest Enterprises, Inc.
Dr. Nelson R. Sabates
Sabates Eye Centers
Meyer J. Sosland
Sosland Publishing Company
Nick Warren
Commerce Bank
Debbie Wilkerson
Greater Kansas City Community
Foundation
Thomas R. Willard
Commerce Trust
Tower Properties Company
POPLAR BLUFF
Edward L. Baker
Edward L. Baker Enterprises
Larry Greenwall
Greenwall Vending Co.
Gregg E. Hollabaugh
Commerce Bancshares, Inc.
Nicole Neidenberg
Poplar Bluff Regional Medical Center
Kenny Rowland
Commerce Bank
Steve Sowers
Commerce Bank
Blake Thomas
Baker Implement Company
ST. JOSEPH
Mark Barkman
Commerce Trust
Brett Carolus
Hillyard, Inc.
Brendon Clark
Commerce Bank
James H. Counts
Morton, Reed, Counts, Briggs & Robb, LLC
Pat Dillon
Mosaic Life Care
Todd Meierhoffer
Meierhoffer Funeral Home & Crematory
Patrick Modlin
Bottlecage Investments, LLC
Dr. Scott Murphy
Murphy-Watson-Burr Eye Center
Jay Reardon
Commerce Bank
Matt Robertson
CPA
Amy Ryan
Commerce Bank
Judy Sabbert
Retired, Mosaic Life Care Foundation
Rick Schultz
RS Electric
Bill Severn
NPG, Inc.
Heidi Walker
CBIZ Insurance Services
Julie Walker
Commerce Trust
ST. LOUIS METRO
Kwofe A. Coleman
The Muny
Charles L. Drury, Jr.
Drury Hotels Company, LLC
Frederick D. Forshaw, Sr.
Forshaw of St. Louis
James G. Forsyth, III
Moto, Inc.
14
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
David S. Grossman
Private Investor
Tom Harmon
Commerce Bank
Robert S. Holmes
Commerce Bancshares, Inc.
Commerce Bank
Kristin Humes
Tacony Corporation
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.
Alaina Maciá
MTM
Arteveld J. McCoy II
SAGES LLC
James B. Morgan
Subsurface Constructors, Inc.
Chrissy Nardini
American Metals Supply Co., Inc.
Victor L. Richey, Jr.
ESCO Technologies, Inc.
James E. Schiele
Consultant
Paul J. Shaughnessy
BSI Constructors, Inc.
Thomas H. Stillman
Summit Distributing
Andrew Thome
Marsh McLennan Agency
Gregory Twardowski
Private Investor
Kelvin R. Westbrook
KRW Advisors, LLC
ST. LOUIS METRO EAST
Hamilton Callison
Breakthru Beverage Group
Darren L. Clay
Clay Piping
Harlan Ferry, Jr.
Retired, Commerce Bank
Matthew Gomric
Commerce Bank
Jared Katt
Chelar Tool & Die, Inc.
Mike Marchal
Holland Construction Service, Inc.
Robert McClellan
Retired, Hortica
James Rauckman
National Safety Apparel
Dr. James T. Rosborg
McKendree University
Richard Sauget Jr.
Mayor of Sauget
Jack Schmitt
Jack Schmitt Family of Dealerships
Kurt Schroeder
Greensfelder, Hemker & Gale, P.C.
Joe Wiley
Quest Management Consultants
ST. LOUIS BUSINESS BANKING
Paul J. Berra III
Missouri Terrazzo
Kevin Bray
St. Charles Community College
Emily B. Bremer
The Bremer Group, LLC
Richard K. Brunk
Attorney at Law
James N. Foster
McMahon Berger
Lou Helmsing
Craftsmen Trailer, LLC
J.L. (Juggie) Hinduja
Sinclair Industries, Inc.
Susan Kalist
Commerce Bank
Dr. Barbara Kavalier
St. Charles Community College
Greg Kendall
Commerce Bank
Stuart Krawll
Beam of St. Louis, Inc.
Patrick N. Lawlor
Lawlor Corporation
Scott Lively
CliftonLarsonAllen LLP
Stephen Mattis
Retired, Allied Industrial Equipment
Corporation
Lisa D. McLaughlin
MGD Law, LLC
McGraw Milhaven
KTRS
Duane A. Mueller
Cissell Mueller Construction Company
Elizabeth Powers
Powers Insurance
SPRINGFIELD
Christina Angle
The Erlen Group
Robert S. Holmes
Commerce Bancshares, Inc.
Commerce Bank
Craig Lehman
Shelter Insurance Agency
Sherry Lynch
Commerce Bank
James F. Moore
Retired, American Products
Robert Moreland
More-Land Realty, LLC
David Murray
R.B. Murray Company
Douglas D. Neff
Commerce Bancshares, Inc.
Commerce Bank
Keith Noble
Commerce Bank
Richard Ollis
Ollis/Akers/Arney Insurance & Business
Advisors
Doug Russell
The Durham Company
Rusty Shadel
Shadel’s Colonial Chapel
Steve Sowers
Commerce Bank
David Waugh
Independent Stave Company
JOPLIN/PITTSBURG
Donald Cupps
Ellis, Cupps & Cole
Adam Endicott
Unique Metal Fabrication, Inc.
Kathleen M. Flannery
Pittsburg State University
Jay Hatfield
Jay Hatfield Chevrolet
Jerrod Hogan
Own Inc.
Wesley C. Houser
Retired, Commerce Bank
David C. Humphreys
TAMKO Building Products, Inc.
Phil Hutchens
Hutchens Construction
Dr. Tyrone Bledsoe, Sr.
Student African American Brotherhood
Don Kirk
H & K Camper Sales, Inc.
Kimberly Chaffin
Hogan Land Title Company
Brian Esther
Retired, Commerce Bank
James P. Ferguson
Heart of America Beverage Co.
Jared Gottman
Commerce Bank
Charles R. Greene
American Sportsman Holdings Co.
Dr. Molly Greenwade
CoxHealth Systems
Robert A. Hammerschmidt, Jr.
Retired, Commerce Bank
Barbara J. Majzoub
Yorktown Properties
Eric Schnelle
S & H Farm Supply, Inc.
Lane R. Shumaker
Battery Outfitters, Inc.
Steve W. Sloan
Midwest Minerals, Inc.
Steve Sowers
Commerce Bank
Brian Sutton
Commerce Bank
Clive Veri
Commerce Bank
Dr. Hal L. Higdon
Ozarks Technical Community College
Wendell L. Wilkinson
Retired, Commerce Bank
Gregg E. Hollabaugh
Commerce Bancshares, Inc.
Kansas
BUTLER COUNTY (EL DORADO)
Monte A. Cook
Commerce Bank
Vince Haines
Gravity :: Works Architecture
Ryan T. Murry
ICI
Jeremy Sundgren
Sundgren Realty, Inc.
Mark Utech
Commerce Bank
GARDEN CITY
Monte A. Cook
Commerce Bank
Richard Harp
Commerce Bank
John Koons
Commerce Bank
Andy Linscott
Hi Plains Feed, LLC
Patrick Rooney
Rooney Farms
Tamara Roth
Allred & Company, CPA’s, Inc.
Liz Sosa
The Corner on Main
Pat Sullivan
Retired, Sullivan Analytical Service, Inc.
HAYS
D.G. Bickle, Jr.
Warehouse, Inc.
Monte A. Cook
Commerce Bank
Brian Dewitt
Adams Brown CPA’s
Marty Patterson
Rome Corporation
Kevin Royer
Midland Marketing Cooperative
Shane Smith
Commerce Bank
LAWRENCE
Rob Gillespie
Commerce Bank
Michele Hammann
SSC CPAs + Advisors
Russ Johnson
LMH Health
Eugene W. Meyer
Executive in Residence
Masters HealthCare Administration,
KUMC
Allison Vance Moore
Colliers International
Martin W. Moore
Advanco, Inc.
Kevin J. O’Malley
O’Malley Beverage of Kansas, Inc.
Jay Reardon
Commerce Bank
Dan C. Simons
The World Company
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
15
OKLAHOMA CITY
Gary K. Bridwell
Orange Power Group
Steven M. Brown
Red Rock Distributing Co.
James R. Cleaver
Midsouth Financial Company
Clay Cockrill
SiteAware
Kevin Cooper
Commerce Bank
Mark A. Fischer
Fischer Investments
Zane L. Fleming
Eagle Drilling Fluids
William M. McDonald
Triad Energy
Shannon O’Doherty
Commerce Bank
Vincent Orza
Retired, Family Broadcasting Corporation
Kathy Potts
Rees Associates, Inc.
Ethan Slavin
Creek Commercial Real Estate
Jay Soulek
Northwest Companies
Joseph C. Warren
Cimarron Production
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
Alek Orloff
Frontier Waste Solutions
David Schunk
Volunteers of America, Colorado Branch
Olivia Thompson
Retired, AlloSource
Jason Zickerman
The Alternative Board
Michael Treanor
CT Design + Development
Marilyn B. Pauly
Retired, Commerce Bank
John Rolfe
President/CEO
Wichita Chamber of Commerce
Barry L. Schwan
House of Schwan, Inc.
David White
Retired, Alloy Architecture
Illinois
BLOOMINGTON-NORMAL
Mary Bennett Henrichs
Integrity Technology Solutions
Larry H. Dietz
Retired, Illinois State University
Brent A. Eichelberger
Commerce Bank
Neil Finlen
Farnsworth Group, Inc.
Ron Greene
Afni, Inc.
Gregg E. Hollabaugh
Commerce Bancshares, Inc.
Robert S. Holmes
Commerce Bancshares, Inc.
Commerce Bank
Colleen Kannaday
Carle BroMenn Medical Center
Nick Kemp
Vogo Cabinets
Douglas D. Neff
Commerce Bancshares, Inc.
Commerce Bank
William J. Phillips IV
Commerce Bank
Jay Reece
Jay D. Reece, P.C. Attorney at Law
Alan Sender
Retired, Chestnut Health Systems
CHAMPAIGN-URBANA
Mark Arends
Arends Hogan Walker, LLC
Matt Deering
Meyer Capel
Brent A. Eichelberger
Commerce Bank
Donna Greene
University of Illinois Foundation
Tim Harrington
Coldwell Banker Commercial
Devonshire Realty
Gregg E. Hollabaugh
Commerce Bancshares, Inc.
Kim Martin
Kim Martin Consulting
William J. Phillips IV
Commerce Bank
Jeff Troxell
Commerce Bank
LEAVENWORTH
Arlen Briggs
Armed Forces Insurance Exchange
Jeffrey Chalabi
Central Bag Company
Mark Denney
J.F. Denney Plumbing & Heating
Jeremy Greenamyre
Greenamyre Rentals
Eric Hoins
Young Sign Company, Inc.
Matt Kaaz
Leavenworth Excavating & Equipment
Company, Inc.
Lawrence W. O’Donnell, Jr.
Lawrence W. O’Donnell, Jr., CPA
Chartered
Trenton Peter
Trenton Peter Agency LLC
American Family Insurance
Bill Petrie
Commerce Bank
Jay Reardon
Commerce Bank
MANHATTAN
Mark Bachamp
Olsson Associates
Monte A. Cook
Commerce Bank
Shawn Drew
Commerce Bank
Neal Helmick
Griffith Lumber Co.
Dr. David Pauls
Surgical Associates
Tammi Stewart
Charlson & Wilson Real Estate
Title & Escrow
WICHITA
Ray L. Connell
Connell & Connell
Monte A. Cook
Commerce Bank
Thomas E. Dondlinger
Dondlinger Construction
Craig Duerksen
Commerce Bank
Robert S. Holmes
Commerce Bancshares, Inc.
Commerce Bank
Ronald W. Holt
Retired, Sedgwick County
Eric Ireland
Commerce Bank
Paul D. Jackson
Vantage Point Properties, Inc.
Kristi Krok
Commerce Bank
Brett Mattison
Decker & Mattison Co., Inc.
Douglas D. Neff
Commerce Bancshares, Inc.
Commerce Bank
PEORIA
Bruce L. Alkire
Coldwell Banker Commercial
Devonshire Realty
David W. Altorfer
United Facilities, Inc.
Royal J. Coulter
Retired, GFL Environmental Inc.
Brent A. Eichelberger
Commerce Bank
Gregg E. Hollabaugh
Commerce Bancshares, Inc.
Robert S. Holmes
Commerce Bancshares, Inc.
Commerce Bank
John P. Kaiser
RSM US, LLP
Dr. James W. Maxey
OSF Orthopedics
Douglas D. Neff
Commerce Bancshares, Inc.
Commerce Bank
Becky Rossman
Veteran CEO Consulting
Leanne Skuse
River City Construction, LLC
Oklahoma
TULSA
Jack Allen
HUB International Limited
R. Scott Case
Case & Associates, Inc.
Wade Edmundson
Retired, 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
Hickory House Properties, LLC
Ken Lackey
The NORDAM Group, Inc.
Tom E. Maxwell
Retired, Flintco, LLC
John Neas
Neas Investments
Shannon O’Doherty
Commerce Bank
Carol E. Owens
Retired, Commerce Bank
John Peters
Adwon Properties
Tracy A. Poole
FortySix Venture Capital LLC
Stephanie Regan
AAON, Inc.
Dr. Andy Revelis
Tulsa Pain Consultants
Daryl Woodard
SageNet
16
COMMERCE BANCSHARES, INC. | 2023 ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☑
☐
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
________________________________________________________
For the Fiscal Year Ended December 31, 2023
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
________________________________________________________
For the transition period from to
Commission File No. 001-36502
(Exact name of registrant as specified in its charter)
COMMERCE BANCSHARES, INC.
Missouri
(State of Incorporation)
43-0889454
(IRS Employer Identification No.)
1000 Walnut
Kansas City, MO
(Address of principal executive offices)
64106
(Zip Code)
Registrant's telephone number, including area code: (816) 234-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of class
Trading symbol(s)
Name of exchange on which registered
$5 Par Value Common Stock
CBSH
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
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 þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company"
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated Filer ¨ Non-accelerated filer ¨ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
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, 2023, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $5,672,000,000.
As of February 21, 2024, there were 129,877,146 shares of Registrant’s $5 Par Value Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement for its 2024 annual meeting of shareholders, which will be filed within 120 days of December 31, 2023,
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 1c.
Cybersecurity
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.
RESERVED
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
Item 9c.
Disclosure regarding Foreign Jurisdictions that Prevent Inspections
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
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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, specialty lending, 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, 2023, the Company had consolidated assets of $31.7 billion, loans of $17.2
billion, deposits of $25.4 billion, and equity of $3.0 billion. The Company's principal markets, which are served by 141 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 in Dallas, Houston, Cincinnati, Nashville, Des Moines, Indianapolis, Grand Rapids, and Naples that
support customers in its commercial and/or wealth segments and operates a commercial 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 strong 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 leaders,
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
larger financial institutions.
The markets the Bank serves are mainly located in the lower Midwest, which provides 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 personal real estate lending
operations of the Bank are predominantly centered in its principal 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. 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.
In the second quarter of 2023, the Company acquired L.J. Hart & Company, a municipal bond underwriter and advisor.
Employees and Human Capital
The Company employed 4,592 persons on a full-time basis and 136 persons on a part-time basis at December 31, 2023.
None of the Company's employees are represented by collective bargaining agreements.
Attracting and retaining talented team members is key to the Company’s ability to execute its strategy and compete
effectively. The Company values the unique combination of talents and experiences each team member contributes toward the
Company’s success and strives to offer rewards that meet team members’ individual, evolving needs. Well-being is much more
than a paycheck and that’s why the Company takes a comprehensive approach to Total Rewards, supporting team members’
physical well-being, financial well-being, and emotional well-being and career development. The Company’s financial well-
being program includes a company-matching 401(k) plan and health savings accounts, educational and adoption assistance
programs. Emotional well-being programs include paid time off, an employee assistance program (EAP) and company-paid
membership to Care.com. Physical well-being is supported by the Company’s health, dental, vision, life and various other
insurances, and a wellness program that incentivizes team members to live a healthy and balanced lifestyle. Career development
is also a key component of the Company’s Total Rewards, and the Company has a variety of programs to support team
members as they continue to grow within their current role or develop for their next role. Job shadowing, leadership
3
development programs, Aspiring Managers program, Managing at Commerce, competency assessments and education
assistance are just a few of the ways the Company helps team members excel.
The Company believes inclusion builds stronger companies with better results and focuses its efforts around four key pillars:
its workforce, its suppliers, its community and its customers. Internal teams continue to iterate to build plans for growth in all
four areas. The Company continues to build a sense of belonging by engaging team members in a variety of Employee
Resource Groups (ERGs) to support its diverse workforce. RISE (empowering women), EMERGE (connecting young
professionals), VIBE (valuing multicultural perspectives), PRIDE (engaging the LGBTQIA+ community), SALUTE
(supporting veterans), and ENABLE (supporting team members with disabilities and their caregivers) are important forums that
provide team members opportunities to connect, learn, and encourage diverse perspectives. Participation in these ERGs is
voluntary, and more than 40% of team members belong to one of these groups. The Company’s longstanding approach of
“doing what’s right” continues to guide its focus on its team members and communities.
The Company’s robust listening strategy allows it to stay connected to the team member experience to understand the
evolving needs of its team members and to focus on what matters most to them. This strategy includes a balance of surveys,
focus groups, and one on one conversations to allow for two-way conversation and provides trends over time by key
demographics. The Company’s goal is to create a sense of belonging which it believes is connected to high levels of
engagement, enablement, retention, and results. The Company’s intentional strategy has allowed it to maintain levels of
engagement that have been recognized by its annual survey partner, Korn Ferry, for being “best-in-class" and to be recognized
by Forbes as one of the best mid-sized employers.
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, investment management 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, reputation, industry knowledge, and price. In its two largest markets, the Company has approximately 12% of the
deposit market share in Kansas City and approximately 7% 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, payment solutions, leasing, and
international services, as well as business and government deposit, investment, institutional brokerage, 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,
consumer brokerage services, and advisory and discretionary investment portfolio management services to both personal and
institutional corporate customers. In 2023, the Commercial, Consumer and Wealth segments contributed 53%, 25% and 21%
of total segment pre-tax income, respectively. See the section captioned "Operating Segments" in Item 7, Management's
Discussion and Analysis, of this report and Note 13 to the consolidated financial statements for additional discussion on
operating segments.
Government Policies
The Company's operations are affected by federal and state legislative changes, by the U.S. 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,
U.S. 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.
4
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 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.
5
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 Volcker 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. Most of these provisions affect
institutions larger than the Company, and the Company is not required to prepare stress testing as specified by the Dodd-Frank
Act.
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 FDIC's Deposit Insurance Fund (DIF) 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
affected 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, and required the
FDIC to offset the effect of increasing the minimum designated reserve ratio on depository institutions with total assets of less
than $10 billion. Due to growth in insured deposits during the first half of 2020, the DIF reserve ratio fell below statutory
minimum of 1.35% on June 30, 2022. The FDIC Board of Directors adopted an Amended Restoration Plan in an effort to
restore the reserve ratio to at least 1.35% by September 30, 2028. The FDIC Board also increased base deposit insurance
assessment rates by 2 basis points, which took effect on January 1, 2023.
In November 2023, the FDIC Board of Directors approved a final rule implementing a special assessment to recover the loss
to the DIF associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank
earlier in 2023. As a result of the FDIC's approval of its final rule, the Company accrued $16.0 million in the fourth quarter of
2023 for the one-time special assessment. For the year ended December 31, 2023, the Company's deposit insurance expense
was $33.2 million.
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
6
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 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 Basel III
framework 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 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 is intended
to absorb losses during periods of economic stress. Failure to maintain the buffer will result in constraints on dividends, stock
repurchases and executive compensation. The rule also adjusted the methodology for calculating risk-weighted assets to
enhance risk sensitivity. At December 31, 2023, the Company's capital ratios are well in excess of those minimum ratios
required by Basel III.
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 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 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 $250 billion. While not required to perform stress testing, 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.
7
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. Additionally, a copy
of our electronically filed materials can be found at www.sec.gov. 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.
8
Item 1a. RISK FACTORS
Making or continuing an investment in securities issued by the Company, including its common stock, involves certain risks
that you should carefully consider. If any of the following risks actually occur, the Company's 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.
Market Risks
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. In particular, the Company may face the following risks in connection with market conditions:
•
•
•
In 2023, the United States ("U.S.") economy faced a series of challenges, including high inflation, rising interest rates,
and slowing economic growth. Uncertainties about global geopolitical tensions and volatile financial markets raised
concerns about the potential for a recession in the U.S. Despite these challenges, the U.S. economy was resilient in
2023 with stronger-than-expected results in the fourth quarter, including a robust labor market and a rallying stock
market.
The U.S. economy is affected by global events and conditions, including U.S. trade disputes and renewed trade
agreements with various countries. Although the Company does not directly hold foreign debt or have significant
activities with foreign customers, the global economy, the strength of the U.S. dollar, international trade conditions,
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 provision for credit 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.
• While the COVID-19 pandemic appears to be over, the impact on businesses is still uncertain. During the pandemic,
there was a shift from in-office work to remote work. This shift appears to be permanent for some businesses and
partial for others. As a result, businesses are reevaluating their office space needs and, in some cases, reducing their
leased office space, selling commercial office buildings, or leasing space no longer needed. The impact of this shift is
not fully known and could result in reduced demand for office space, lower lease rates for office space, and lower
values of office buildings. These factors may contribute to higher delinquencies and net charge-offs for commercial
office real estate loans. Additionally, businesses that cater to or are located near dense areas of office buildings may
be adversely impacted, which could result in higher delinquencies and net charge-offs for certain commercial
borrowers.
•
•
The process used to estimate credit losses 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.
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 offices in: Texas, Iowa, Indiana, Michigan, Ohio, Florida, and Tennessee that
serve commercial or trust customers. 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.
9
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.
Regulatory and Compliance Risks
The Company is subject to extensive government regulation and supervision.
As part of the financial services industry, the Company is subject to extensive federal and state regulation and supervision.
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, restrict the Company's ability to pay dividends, subject the Company to higher capital requirements, and/or increase the
ability of non-banks to offer competing financial services and products, among other things. During November 2023, the FDIC
approved a final rule implementing a one-time special assessment to recover the loss to the DIF associated with protecting
uninsured depositors following the closures of Silicon Valley Bank and Signature Bank earlier in 2023. The Company accrued
$16.0 million in the fourth quarter of 2023 for the special assessment. Assessments driven by regulation, such as these,
increased the Company's expenses in 2023 and additional assessments could further increase the Company's expenses.
Beyond the expense of additional regulation, 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.
Climate-related and other Environmental, Social, and Governance ("ESG") developments could result in additional regulation
and reporting for the Company.
In recent years, federal, state and international lawmakers and regulators have increased their focus on financial institutions'
and other companies' risk oversight, disclosures and practices in connection with climate change and other ESG matters. For
example, in March 2022, the SEC issued a proposed rule on the enhancement and standardization of climate-related disclosures
for investors. The proposed rule would require public issuers, including the Company, to significantly expand the scope of
climate-related disclosures in their SEC filings. The SEC has also announced plans to propose rules to require enhanced
disclosure regarding human capital management and board diversity for public issuers.
Liquidity and Capital Risks
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 64% of total revenue for the year ended December 31, 2023. The interest rate environment in
which the Company operates fluctuates in response to general economic conditions and policies of various governmental and
10
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.
As the economy rebounded from the COVID-19 pandemic-induced recession, high inflation experienced in 2022 continued
into 2023. In response, the Federal Reserve Board significantly increased the benchmark interest rate from nearly zero at the
start of 2022 to between 4.25% and 4.50% at the end of 2022. The Federal Reserve Board continued to raise interest rates at a
more modest pace to between 5.25% and 5.50% by the end of July 2023. Elevated rates have created competition for deposits
and unrealized losses in fixed rate asset portfolios. Future economic conditions or other factors could shift monetary policy
resulting in additional increases or decreases in the benchmark rate. Furthermore, changes in interest rates could result in
unanticipated changes to customer deposit balances and adversely affect the Company’s liquidity position.
The soundness of other financial institutions could adversely affect the Company.
As demonstrated within the industry during 2023, 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.
Events impacting the banking industry during the first few months of 2023, including the failure of Silicon Valley Bank in
March, resulted in decreased confidence in regional banks among deposit customers, investors, and other counterparties.
Additionally, these events caused significant disruption, volatility and reduced valuations of equity and other securities of banks
in the capital markets. These events occurred during a period of rapidly rising interest rates, which, among other things, resulted
in unrealized losses in the Company's available for sale debt securities portfolio and increased competition for bank deposits.
These events had, and could again have, adverse impacts on the market price and volatility of the Company’s stock. These
events could also lead to increases in the Company’s interest expense, as it has raised and may continue to raise interest rates
paid to depositors in order to compete with other banks, and in an effort to replace deposits, seek borrowings which carry higher
interest rates.
Bank failures during 2023 caused concern and uncertainty regarding the liquidity adequacy of the banking sector as a whole
and resulted in some regional bank customers choosing to maintain deposits with larger financial institutions. A significant
reduction in the Company’s deposits could materially and adversely impact the Company’s liquidity, ability to fund loans, and
results of operations. In addition to customer deposits, the Company borrows on an overnight and short-term basis from third
parties in the form of federal funds purchased and repurchase agreements and through lines of credit and borrowings from the
FHLB and FRB. If the Company were not able to access borrowings through those facilities due to an increase in demand from
other banks or due to insufficient levels of pledgeable assets, its ability to borrow funds may be materially adversely impacted.
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 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.
11
Operational Risks
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 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, financial condition and results of
operations. 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.
Credit Risks
The allowance for credit losses may be insufficient or future credit losses could increase.
The allowance for credit losses on loans and the liability for unfunded lending commitments at December 31, 2023 reflect
management's estimate of credit losses expected in the loan portfolio, including unfunded lending commitments, as of the
balance sheet date. See Note 2 to the consolidated financial statements and the section captioned “Allowance for Credit Losses
on Loans and Liability for Unfunded Lending Commitments” 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 credit losses on loans and the liability for unfunded lending commitments at
December 31, 2023.
The Company's estimate of credit losses utilizes a life of loan loss concept, and the level of the allowance is based on
management’s methodology that utilizes historical net charge-off rates and adjusts for the impacts in the reasonable and
supportable forecast and other qualitative factors. Key assumptions include the application of historical loss rates, prepayment
speeds, forecast results of a reasonable and supportable period, the period to revert to historical loss rates, and qualitative
factors. The Company’s allowance level is subject to review by regulatory agencies, and that review could also result in
adjustments to the allowance for credit losses. Additionally, the volatility of the Company's provision for credit losses may
change from year to year due to macroeconomic variables that influence the Company's loss estimates, and the volatility in
credit losses may be material to the Company's earnings.
12
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 maintains a portfolio of investments, which includes available for sale debt securities, trading securities,
equity securities, and other investments. Throughout 2023 and at December 31, 2023, the Company did not hold any
investments classified as held-to-maturity. The Company generally invests in liquid, investment grade securities, however,
these securities are subject to changes in market value due to changing interest rates and implied credit spreads. While the
Company maintains prudent risk management practices over bonds issued by municipalities and other issuers, 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 an available for sale debt security is
in an unrealized loss position, the entire loss in fair value is required to be recognized in current earnings if the Company
intends to sell the security or believes it is more likely than not that the Company will be required to sell the security before the
value recovers. Additionally, the current expected credit loss model (CECL) implemented by the Company on January 1, 2020,
requires that lifetime expected credit losses on securities be recorded in current earnings. This could result in significant losses.
The Company could recognize losses on securities held in its securities portfolio, particularly if it were to sell a significant
portion of its investments prior to maturity.
The Company's available for sale debt securities portfolio is carried at fair value, with unrealized gains and losses carried in
accumulated other comprehensive income (loss) within shareholder's equity. The fair value of investments, including available
for sale debt investments, may change with changes in interest rates, credit concerns, or other economic factors. Due to the
rapid rise of interest rates during 2022 and 2023, the fair value of the Company's available of sale debt securities included a net
unrealized loss of $1.2 billion at December 31, 2023. As of December 31, 2023, the Company has the intent and ability to
maintain its available for sale debt investments until recovery of their amortized cost basis. However, if in the future the
Company were to elect to sell or needed to sell the investments before the recovery of their amortized cost basis, the Company
could realize significant losses in its income statement.
Strategic Risk
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.
Technology Risks
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. The Company’s data is
maintained on its own systems and on the systems of its vendors, business partners and third-party service providers. The
Company relies on a layered system of security controls to secure collection, transmission, storage, and retrieval of data,
including confidential data, in its computer systems and the systems of third parties. 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 has faced security incidents, which have been minor in scope and
impact, and it expects unauthorized parties to continue to attempt to gain access to its systems or information, as well as those
of its business partners and service providers. The Company makes significant investments in various technology to identify
and prevent intrusions into its information systems. The Company has policies, procedures and controls designed to identify,
protect, detect, respond, and recover from security incidents. The Company also requires ongoing security awareness training
for employees, hosts tabletop exercises to test response readiness, and performs regular audits using both internal and outside
resources. However, there can be no assurance that any such failures, interruptions or security breaches will not occur, or if
13
they do occur, that they will be adequately addressed. In addition to unauthorized access, denial-of-service attacks or other
operational disruptions could 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.
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 technological systems to increase efficiency, enhance product
and service capabilities, eliminate risks of end-of-lifecycle products, reduce costs, and better serve our customers. As the
Company completes system upgrades, it may face operational risks after system conversions, including disruptions to its
technology systems, which may adversely impact customers. 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 in effectively
implementing new technology-driven products and services and may not 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 technological systems could have a material adverse effect on
the Company’s business, financial condition and results of operations.
General Risks
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.
Public health threats or outbreaks of communicable diseases could have an adverse effect on the Company's operations and
financial results.
The Company may face risks related to public health threats or outbreaks of communicable diseases. A widespread
healthcare crisis, such as an outbreak of a communicable disease could adversely affect the global economy and the Company’s
financial performance. For example, the global COVID-19 pandemic caused significant disruption and harm to the economy
and the financial markets in which the Company operates.
The situation surrounding the COVID-19 pandemic remains uncertain. While the U.S. economy has rebounded significantly
since the peak of the pandemic-induced recession, fallout from economic and societal changes resulting from the pandemic may
cause prolonged global or national recessionary economic conditions, which could have a material adverse effect on the
Company's business, results of operations and financial condition. Beyond the impact of the COVID-19 pandemic, the
potential impacts of future epidemics, pandemics, or other outbreaks of an illness, disease, or virus could therefore materially
and adversely affect the Company's business, revenue, operations, financial condition, liquidity and cash flows.
Our business and financial results may be affected by societal and governmental responses to climate change and related
environmental issues.
The current and anticipated effects of climate change have raised concerns for the condition of the global environment.
These concerns have changed and will continue to change the behavior of consumers and businesses. Further, governments
have increased their attention on the issue of climate change. As a result, international agreements have been signed to attempt
to reduce global temperatures and federal and state legislative and regulatory initiatives have been proposed to seek to mitigate
the effects of climate change. The Company and its customers may need to respond to new laws and regulations as well as new
consumer and business preferences resulting from climate change concerns. These changes may result in cost increases, asset
value reductions, and operating process changes to the Company and its customers. The impact on our customers will likely
vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Among the impacts to
the Company could be a drop in demand for our products and services, particularly in certain industries. In addition, the
14
Company could experience reductions in creditworthiness on the part of some customers or in the value of assets securing
loans. The Company’s efforts to take these risks into account in making lending and other decisions, including by increasing
the Company’s business with climate-friendly companies, may not be effective in protecting the Company from the adverse
impact of new laws and regulations or changes in consumer or business behavior.
Item 1b. UNRESOLVED STAFF COMMENTS
None
Item 1c. CYBERSECURITY
Cybersecurity Program and Management Oversight
The Company has established an Information and Cybersecurity program. The program is directed by the Company’s
Information Security Strategy Board (“ISSB”). The purpose of the ISSB is to (i) provide management direction and support for
information security risk oversight for the Company’s information security program and (ii) to engage Company leaders to
promote information security risk awareness and sound information security risk management practices across the organization.
The ISSB has been delegated authority from the Company’s Enterprise Risk Management Committee (“ERM Committee”) to
advance and monitor the overall effectiveness of the Company’s information security program and risk management activities.
The ISSB also has the authority to direct effective and timely implementation of actions to address emerging information
security risks and information security risk management deficiencies. The ISSB meets at least quarterly.
The ISSB is responsible for identifying, evaluating and monitoring information security risk across the Company. In order
to fulfill this role, the ISSB engages in a variety of activities, including, but not limited to, the following:
a. Review current status of the Company’s overall information security program.
b. Review and monitor impacts, outcomes and remediation plans or mitigation activities related to internal and external
security incidents, vulnerability scans or assessments.
c. Review and monitor significant information security related projects and regulatory initiatives.
d. Monitor metrics related to the Company’s information security program.
e. Review and approve new, and modifications to existing, information security policies for which the ISSB has been
designated approval authority by the ERM Committee. Existing information security policies are reviewed at least
annually.
f. Review information security examination reports and other significant communications from regulatory agencies and
the status of any outstanding information security related regulatory findings.
g. Monitor and discuss emerging industry information security risk issues including applicable frameworks, rules and
regulations.
h.
Identify and analyze significant changes affecting information security risk management such as changes in the
external environment, business model and leadership.
i. Review new, expanded or modified software and applications that process, transmit, or store sensitive information to
ensure appropriate information security risk management is embedded in the development and implementation
processes.
The ISSB is comprised of the following:
a. Chief Information Security Officer – Chair
b. Chief Information Officer
c. Executive Director, Consumer Segment & Strategic Services
d. Managing Counsel
e. Director, Bank Operations
f. Executive Director, Retail
g. Chief Risk Officer
h. Commerce Trust Chief Operating Officer
i.
IT General Manager
j. Director, Commercial LOB Products & Operations
k. Director, Audit
15
The Chief Information Security Officer (“CISO”) is responsible for the Company’s enterprise-wide Information and
Cybersecurity Program. Responsibilities include the Information and Cybersecurity program, Security Architecture,
Application Security, IT Risk Management, Operational Security, Security Consulting, Awareness and Training, Policies and
Standards development, Incident Response and Information Security defense / mitigation strategy, strategic planning, and
Vendor and Service Provider monitoring. The CISO has 25 years of experience with Information Security Program
development, Application Security program development, IT Risk Management program development, Incident Response
preparation, planning, and testing, Operational and Technical Security Architecture, and Creating Zero-Day defense strategies.
The CISO is a Certified Information Systems Security Professional, is a member of the Information Systems Security
Association and Infragard, and participates in local and national Security consortiums. CISO demonstrates expertise in
Graham-Leach-Bliley Act, Health Insurance Portability and Accountability Act, Payment Card Industry, International
Organization for Standardization27001, National Institute of Standards and Technology, Open Worldwide Application Security
Project, and other programs to provide strategic consulting across a variety of industry sectors.
Governance
The Company’s Board of Directors (the “Board”) is responsible for the oversight of all risk management activities,
including cybersecurity risk. The Board has delegated that oversight responsibility to the Audit and Risk Committee. The
Audit and Risk Committee has delegated the responsibility to advance and monitor the overall effectiveness of the Company’s
risk management activities, including cybersecurity risk, to the ERM Committee. The ERM Committee also has the authority
to direct effective and timely implementation of actions to address emerging cybersecurity risks. The ISSB provides quarterly
reports to the Operational Risk Management Committee and ERM Committee. Through reports received from the ERM
Committee, the Audit and Risk Committee notifies the Board of Directors about new policies and policy changes, changes in
standards applied, and key risk metrics to evaluate ongoing cybersecurity threats and security risk exposure (the “Governance
Model”). In addition, the ISSB provides a full report on the Company’s cybersecurity framework, risks, initiatives, and
significant incidents to the Audit and Risk Committee or the Company’s Board of Directors not less than annually.
Cybersecurity Risk Assessment Strategy, Policies and Standards
The Company’s cybersecurity program is primarily structured based upon national and international security protocols and
frameworks. The Company has implemented a strategy to address threats to Company assets. The Company’s Information
Security program balances security risks with business goals and provides appropriate protections for the confidentiality,
integrity and availability of Company and customer information. The Company conducts benchmark reports of its Information
Security program to assess its strength as measured against recommended industry security best practice entities.
The Company has a process to prioritize and manage security related projects. The ISSB provides oversight of program
changes, security awareness updates, exposures from new exploits, and risks to information, data and systems. Policies and
standards are regularly reviewed within the Governance Model and presented to the Board.
The Company utilizes a risk assessment approach to oversee and identify material risks from cyber threats, which includes
information gathering, analysis, and prioritization of mitigation strategies. This approach was designed following security
industry standard processes, models and guidelines. Risk assessments are a key component of the overall risk management
process. The objectives of the risk assessment process are as follows:
a. Provide assurance that management has implemented appropriate controls to mitigate risk.
b.
Identify applications, vendors, service providers, and/or business units that process, transmit, or store sensitive
information.
c. Comply with the various regulations addressing data security.
d. Comply with the Company’s information security policies and standards.
The scope of the risk assessment process includes but is not limited to the following asset types:
a. Applications
b. Business units
c. Service providers
d. Servers
e. Databases
f. Data centers
g. Network infrastructure
16
h. Security infrastructure
i.
Storage/recovery
j. Mobile devices
k. Workstations
l. Authentication directory services
m. Cloud.
The Company conducts detailed due diligence (as described below), contract reviews and ongoing monitoring of high-risk
third-party service providers. Third-party service providers hosting an application or providing a service that processes,
analyzes, transmits, stores, or reports the Company’s sensitive information must complete a control questionnaire. Vendors
are subject to rigorous review of the vendor’s internal control policies, procedures, data security and contingency capabilities.
Ongoing monitoring is also performed annually on selected service providers. The program requires service providers on the
ongoing monitoring list to provide the Company with a third-party security penetration assessment, and other artifacts based on
the type of information processed, transmitted, or stored, annually.
The Company has also developed a comprehensive set of key risk metrics to evaluate ongoing cybersecurity threats and the
security risk exposure. These metrics are used for threat trending, identifying attack vectors, and determining the effectiveness
of controls. Key risk metrics are provided to management monthly and reported through the Governance Model to the Board.
Security event monitoring and detection
The Company formally tracks and reports on major identified risks and vulnerabilities and the results of their analysis and
evaluation. These details can then be used to track and monitor their successful management as part of the activity to deliver the
required, anticipated results. Security risks are categorized by Practice or Vulnerability (exploitable). The information is
reported in the monthly security metrics report along with quarterly reporting to the ISSB.
The Company actively monitors alerts and shared intelligence from a variety of industry-standard sources and takes
appropriate actions when warranted. As new threats and vulnerabilities emerge that threaten its systems and data, the Company
continues to evaluate and address these threats through a layered security approach.
The Company performs network and application penetration testing on external high-risk applications as well as network
penetration testing across its production, test, and disaster recovery networks. The Company also performs tests on its
operational defense and response to assess the ability to detect and respond to a threat actor. This allows the Company to test
lateral movement, exploitation, data exfiltration, and evaluate its security posture around three primary security functions:
detection, prevention, and response. The Company regularly participates in desktop exercises to help demonstrate incident
preparedness and regulatory compliance. All testing results are reported to the Board quarterly through the Governance
Model.
Incident materiality
The Commerce Bank Cybersecurity Incident Investigation and Response Plan is a component of the Information Security
policy and sets forth the severity categories and processes required to assess the impact of a cyber-related incident to the
Company. The impact is categorized in one of five severity levels and is expressed in terms of financial loss, strategic
objectives, customer, legal and regulatory, reputation, and service interruption. The incident response plan includes timely
notification of a material cybersecurity incident to the Board of Directors and other members of senior management.
Like other financial institutions, the Company experiences malicious cyber activity on an ongoing basis directed at its
websites, computer systems, software, networks and users. This malicious activity includes attempts at unauthorized access,
implantation of computer viruses or malware, and denial of service attacks. The Company also experiences large volumes of
phishing and other forms of social engineering attempted for the purpose of perpetuating fraud. While, to date, malicious cyber
activity, cyberattacks and other information security breaches have not had a material adverse impact on the Company, risk to
its systems remains significant. See Technology Risk "A successful cyber attack or other computer system breach could
significantly harm the Company, its reputation and its customers" within Risk Factors Item 1a.
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Item 2. PROPERTIES
The main offices of the Company are located in Kansas City and St. Louis, Missouri. The Company owns its main offices
and leases unoccupied premises to the public. The larger office buildings include:
Building
1000 Walnut
Kansas City, MO
922 Walnut
Kansas City, MO
811 Main
Kansas City, MO
8001 Forsyth
Clayton, MO
8000 Forsyth
Clayton, MO
Net rentable
square footage
% occupied in
total
% occupied by
Bank
391,000
95 %
53 %
256,000
237,000
274,000
178,000
95
100
70
100
91
100
19
100
The Company has an additional 141 branch locations in Missouri, Illinois, Kansas, Oklahoma and Colorado which are
owned or leased.
Item 3. LEGAL PROCEEDINGS
The information required by this item is set forth in Item 8 under Note 21, Commitments, Contingencies and
Guarantees on page 137.
Item 4. MINE SAFETY DISCLOSURES
Not applicable
Information about the Company's Executive Officers
The following are the executive officers of the Company as of February 22, 2024, 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
Kevin G. Barth, 63
Derrick R. Brooks, 47
John K. Handy, 60
Richard W. Heise, 55
Robert S. Holmes, 60
Positions with Registrant
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 and Executive Vice President of Commerce Bank
since January 2021. 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.
Senior Vice President of the Company since April 2022 and Executive Vice President of
Commerce Bank since July 2021. Prior to his employment with Commerce Bank in
February 2017, he was employed at a healthcare tech services company where he served as
a senior vice president of revenue cycle and financial services.
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.
Kim L. Jakovich, 54
Senior Vice President of the Company since April 2022, and Officer of the Company prior
thereto. Senior Vice President of Commerce Bank since July 2015.
18
Name and Age
Patricia R. Kellerhals, 66
David W. Kemper, 73
John W. Kemper, 46
Charles G. Kim, 63
Douglas D. Neff, 55
Thomas J. Noack, 68
David L. Orf, 57
Paula S. Petersen, 57
David L. Roller, 53
Paul A. Steiner, 52
Positions with Registrant
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.
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 October 2018 and was also Secretary and
General Counsel of the Company from October 2018 to March 2022. He was Secretary,
General Counsel and Vice President of the Company prior to October 2018. Executive Vice
President of Commerce Bank since September 2021. Prior thereto, he was Secretary,
General Counsel and Vice President of Commerce Bank.
Executive Vice President of the Company since October 2020 and Chief Credit Officer of
the Company since January 2021. Executive Vice President of Commerce Bank since
January 2014 and Senior Vice President of Commerce Bank prior thereto.
Executive Vice President of the Company since January 2022 and Senior Vice President of
the Company prior thereto. 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.
Controller and Chief Accounting Officer of the Company since April 2019. He is also
Controller of the Company's subsidiary bank, Commerce Bank. Assistant Controller and
Director of Tax of the Company prior thereto.
19
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 3,373 common shareholders of record as of December 31, 2023. Certain of the Company's shares
are held in "nominee" or "street" name and the number of beneficial owners of such shares is approximately 150,000.
Performance Graph
The following graph presents a comparison of Company (CBSH) performance to the indices named below. It assumes $100
invested on December 31, 2018 with dividends reinvested on a cumulative total shareholder return basis.
Commerce (CBSH)
$ 100.00 $ 128.71 $ 133.19 $ 148.55 $ 156.88 $ 131.93
KBW NASDAQ Regional Banking
100.00
123.87
113.14
154.61
143.91
143.34
S&P 500
100.00
131.47
155.58
200.19
163.91
206.95
2018
2019
2020
2021
2022
2023
The Company has a long history of paying dividends. 2023 marked the 55th consecutive year of growth in our regular
common dividend, and the Company has also issued an annual 5% common stock dividend for the past 30 years. However,
payment of future dividends is within the discretion of the Board of Directors and will depend, among other factors, on
earnings, capital requirements, and the operating and financial condition of the Company. The Board of Directors makes the
dividend determination quarterly.
20
Five Year Cumulative Total ReturnCommerce (CBSH)KBW NASDAQ Regional BankingS&P 500201820192020202120222023$100.00$150.00$200.00$250.00
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 2023.
Period
October 1 - 31 2023
November 1 - 30 2023
December 1 - 31 2023
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
58,835
224,014
130,072
412,921
$44.18
$48.05
$52.32
$48.84
58,835
2,111,333
224,014
1,887,319
130,072
1,757,247
412,921
1,757,247
The Company’s stock purchases shown above were made under authorizations by the Board of Directors. Under the most
recent authorization in April 2022 of 5,000,000 shares, 1,757,247 shares remained available for purchase at December 31, 2023.
Item 6. RESERVED
21
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. The Company is headquartered in
Missouri, with its principal offices in Kansas City and St. Louis, Missouri. Customers are served from 257 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, a
mobile application, and a centralized 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.
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 $477.1 million, a
decrease of 2.3% compared to the previous year. The return on average assets was 1.49% in 2023, and the return on
average common equity was 17.94%. Diluted earnings per share decreased .8% in 2023 compared to 2022.
Total revenue — Total revenue is comprised of net interest income and non-interest income. Total revenue in 2023
increased $82.5 million, or 5.5%, from 2022, as net interest income grew $55.9 million, and non-interest income
increased $26.5 million. Growth in net interest income resulted principally from increases in interest income from
loans, partly offset by an increase in interest expense on deposits and borrowings. The increase in non-interest income
in 2023 was mainly due to higher bankcard transaction fees and trust fees.
Non-interest expense — Total non-interest expense increased 9.7% this year compared to 2022, mainly due to higher
salaries and employee benefits expense and higher deposit insurance expense due to a special FDIC assessment
accrued in 2023.
Asset quality — Net loan charge-offs totaled $31.1 million in 2023, an increase of $12.0 million from those recorded
in 2022, and averaged .19% of loans in 2023, as compared to .12% of loans in 2022. Total non-performing assets,
which include non-accrual loans and foreclosed real estate, amounted to $7.6 million at December 31, 2023, compared
to $8.4 million at December 31, 2022, and represented .04% of loans outstanding at December 31, 2023.
Shareholder return — During 2023, the Company paid cash dividends of $1.03 per share on its common stock,
representing an increase of 7.1% over the previous year. In 2023, the Company issued its 30th consecutive annual 5%
common stock dividend, and in February 2024, the Company's Board of Directors authorized an increase of 5.1% in
22
the common cash dividend. The Company purchased 1,354,811 shares in 2023. Total shareholder return, including
the change in stock price and dividend reinvestment, was 5.7%, 8.7%, and 8.7% over the past 5, 10, and 15 years,
respectively.
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
Tier I risk-based capital ratio
Total risk-based capital ratio
Tier I leverage ratio
Tangible common equity to tangible assets ratio (4)
Common cash dividend payout ratio
2023
2022
2021
2020
2019
1.49%
17.94
8.33
66.31
32.61
3.16
36.47
59.17
15.25
15.25
16.03
11.25
8.85
28.24
1.45%
17.31
8.39
55.41
39.02
2.85
36.71
56.90
14.13
14.13
14.89
10.34
7.32
26.10
1.55%
15.37
10.11
56.46
40.46
2.58
40.15
57.64
14.34
14.34
15.12
9.13
9.01
23.12
1.20%
10.64
11.18
67.73
37.83
2.99
37.87
57.19
13.71
13.71
14.82
9.45
9.92
35.32
1.67%
14.06
12.20
71.54
32.03
3.48
38.98
56.87
13.93
14.66
15.48
11.38
10.99
27.52
(1) Includes loans held for sale.
(2) Revenue includes net interest income and non-interest income.
(3) The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of total revenue.
(4) The tangible common equity to tangible assets ratio is a measurement which management believes is a useful indicator of capital adequacy and utilization.
It provides a meaningful basis for period to period and company to company comparisons, and also 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.
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 intangible assets*
2023
2022
2021
2020
2019
$ 2,964,230
$ 2,481,577
$ 3,448,324
$ 3,399,972
$ 3,138,472
20,114
—
146,539
4,058
16,286
—
138,921
4,305
11,026
—
138,921
4,604
2,925
—
138,921
4,958
3,788
144,784
138,921
1,785
Total tangible common equity (a)
$ 2,793,519
$ 2,322,065
$ 3,293,773
$ 3,253,168
$ 2,849,194
Total assets
Less goodwill
Less intangible assets*
Total tangible assets (b)
$ 31,701,061
$ 31,875,931
$ 36,689,088
$ 32,922,974
$ 26,065,789
146,539
4,058
138,921
4,305
138,921
4,604
138,921
4,958
138,921
1,785
$ 31,550,464
$ 31,732,705
$ 36,545,563
$ 32,779,095
$ 25,925,083
Tangible common equity to tangible assets ratio (a)/(b)
8.85%
7.32%
9.01%
9.92%
10.99%
* Intangible assets other than mortgage servicing rights.
23
Results of Operations
(Dollars in thousands)
Net interest income
Provision for credit losses
Non-interest income
Investment securities gains (losses), net
Non-interest expense
Income taxes
Income (expense) attributable to non-
controlling interest
Net income attributable to Commerce
Bancshares, Inc.
N.M. - Not meaningful.
2023
2022
2021
'23-'22
'22-'21
'23-'22
'22-'21
$ Change
% Change
$ 998,129 $ 942,185 $ 835,424 $
66,326
560,393
30,059
(805,901)
(145,711)
(35,451)
573,045
14,985
(930,982)
(134,549)
(28,071)
546,535
20,506
(848,777)
(132,358)
55,944 $ 106,761
94,397
7,380
(13,858)
26,510
(9,553)
(5,521)
42,876
82,205
(13,353)
2,191
5.9%
26.3
4.9
(26.9)
9.7
1.7
12.8%
(142.3)
(2.5)
(31.8)
5.3
(9.2)
(8,117)
(11,621)
(9,825)
(3,504)
1,796
(30.2)
18.3
$ 477,060 $ 488,399 $ 530,765 $
(11,339) $
(42,366)
(2.3) %
(8.0) %
Net income attributable to Commerce Bancshares, Inc. (net income) for 2023 was $477.1 million, a decrease of
$11.3 million, or 2.3%, compared to $488.4 million in 2022. Diluted income per common share was $3.64 in 2023, compared
to $3.67 in 2022. The decrease in net income resulted mainly from an increase of $82.2 million in non-interest expense, partly
offset by increases in net interest income of $55.9 million and non-interest income of $26.5 million. The return on average
assets was 1.49% in 2023 compared to 1.45% in 2022, and the return on average common equity was 17.94% in 2023
compared to 17.31% in 2022. At December 31, 2023, the ratio of tangible common equity to tangible assets increased to
8.85%, compared to 7.32% at year end 2022.
During 2023, net interest income grew mainly due to increases of $338.1 million in interest income earned on loans and
$88.2 million in interest income earned on deposits with banks, mainly due to higher average rates, partly offset by increases in
interest expense on deposits and borrowings of $215.7 million and $110.2 million, respectively, mainly due to higher average
rates paid. Total rates earned on average interest earning assets increased 134 basis points this year, while funding costs for
deposits and borrowings increased 156 basis points. The provision for credit losses increased mainly due to higher net loan
charge-offs and an increase in the estimate of the allowance for credit losses this year compared to last year. Net loan charge-
offs increased $12.0 million, mainly due to higher credit card, consumer and business loan net charge-offs in 2023.
Non-interest income grew 4.9% in 2023, mainly due to increases in bank card and trust fees. Net investment securities gains
of $15.0 million were recorded in 2023 and were comprised mainly of net fair value gains on the Company's private equity
investment portfolio, partly offset by losses on sales of available for sale securities. Non-interest expense increased $82.2
million in 2023 compared to 2022, mainly due to higher salaries and benefits expense and deposit insurance expense.
Net income attributable to Commerce Bancshares, Inc. (net income) for 2022 was $488.4 million, a decrease of
$42.4 million, or 8.0%, compared to $530.8 million in 2021. Diluted income per common share was $3.67 in 2022, compared
to $3.91 in 2021. The decrease in net income resulted from an increase of $94.4 million in the provision for credit losses, as
well as an increase of $42.9 million in non-interest expense and a decrease of $13.9 million in non-interest income. These
decreases to net income were partly offset by increases in net interest income of $106.8 million and a decrease in income tax
expense of $13.4 million. The return on average assets was 1.45% in 2022 compared to 1.55% in 2021, and the return on
average common equity was 17.31% in 2022 compared to 15.37% in 2021. At December 31, 2022, the ratio of tangible
common equity to assets decreased to 7.32%, compared to 9.01% at year end 2021.
During 2022, net interest income grew mainly due to increases of $77.6 million in interest income earned on investment
securities, due to higher average rates earned and higher average balances, and $75.5 million in interest income earned on loans,
mainly due to higher average rates earned, partly offset by an increase in interest expense on deposits and borrowings of $43.9
million, due to higher average rates paid. Total rates earned on average interest earning assets increased 41 basis points in
2022, while funding costs for deposits and borrowings increased 23 basis points. The provision for credit losses increased in
2022 compared to 2021 due to a significant reduction in the allowance for credit losses on loans during 2021, which did not
reoccur in 2022. In addition, there was an increase in the liability for unfunded lending commitments during 2022, compared to
a decrease in 2021. Net loan charge-offs increased $496 thousand, mainly due to business loan net charge-offs in 2022,
compared to net loan recoveries recorded in 2021, partly offset by lower credit card loan net charge-offs in 2022.
Non-interest income fell 2.5% in 2022, mainly due to a decrease in loan fees and sales income. Net investment securities
gains of $20.5 million were recorded in 2022 and were comprised mainly of net fair value gains on the Company's private
24
equity investment portfolio, partly offset by losses on sales of available for sale securities. Non-interest expense increased
$42.9 million in 2022 compared to 2021, mainly due to higher salaries and benefits expense and data processing and software
expense.
The Company distributed a 5% stock dividend for the 30th consecutive year on December 19, 2023. All per share and
average share data in this report has been restated for the 2023 stock dividend.
Critical Accounting Estimates and Related 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 estimates and related policies are the Company's
allowance for credit losses and fair value measurement policies.
Allowance for Credit Losses
The Company's Allowance for Credit Losses policies govern the processes and procedures used to estimate the collectability
of its loan portfolio and unfunded lending commitments, and the potential for credit losses in its available for sale debt
securities portfolio.
Allowance for Credit Losses – Loans and Unfunded Lending Commitments
The Company performs periodic and systematic detailed reviews of its loan portfolio and unfunded lending
commitments to assess overall collectability. The level of the allowance for credit losses on loans and unfunded lending
commitments reflects the Company's estimate of the losses expected in the loan portfolio and unfunded lending
commitments over the assets’ contractual term.
The allowance for credit loss is an estimate that is subject to uncertainty due to the various assumptions and judgments
used in the estimation process.
The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on
similar risk characteristics including borrower type, collateral type and expected credit loss patterns. Loans that do not share
similar risk characteristics, primarily large loans on non-accrual status, are evaluated on an individual basis.
The allowance for credit losses is measured using an average historical loss model which incorporates relevant
information about past events (including historical credit loss experience on loans with similar risk characteristics), current
conditions, and an economic forecast that may affect the collectability of the remaining cash flows over the contractual term
of the loans. The calculated loss rate is increased or decreased to reflect expectations of future losses given a single path
economic forecast. These adjustments to the loss rate are based on results from various regression models projecting the
impact of the macroeconomic variables. The forecast is used for a reasonable and supportable period before reverting to
historical averages using a straight-line method.
Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or
macroeconomic forecast such as changes in portfolio composition, underwriting practices, or significant unique events or
conditions.
Adjustments to the allowance for credit losses are made by increases to or reductions in the provision for credit losses,
which are reflected in the consolidated statements of income.
Assumptions, Judgments, and Uncertainties: The uncertainty in the estimation of the allowance for credit losses is
created because key assumptions and judgements are applied throughout the process. Key assumptions include
segmentation of the portfolio into pools, calculations of life of a loan using a combination of contractual terms and expected
prepayment speeds and forecast of macroeconomic conditions. The Company utilizes a third-party macro-economic forecast
25
that continuously changes due to economic conditions and events. The single path economic forecast includes key
macroeconomic variables including GDP, disposable income, unemployment rate, various interest rates, consumer price
index (CPI) inflation rate, housing price index (HPI), commercial real estate price index (CREPI) and market volatility.
Each reporting period, the base macroeconomic forecast scenario is evaluated to ensure it is not inconsistent with
management’s expectations. Changes in the forecast cause fluctuations in the estimates of the allowance for credit losses on
loans and the liability for unfunded lending commitments. Potential changes in any one economic variable may or may not
affect the overall allowance because a variety of economic variables and inputs are considered in estimating the allowance,
and changes in those variables and inputs may not occur at the same rate, may not be consistent across product types and
may have offsetting impacts to other changing variables and inputs.
Data points such as loan mix, level of loan balances outstanding, portfolio performance, line utilization trends and risk
ratings change throughout the life of a portfolio which could cause changes to the expected credit losses.
Qualitative factors not included in historical information or macroeconomic forecast require significant judgment to
identify and determine how to apply to the estimate for credit losses. The qualitative factors continuously evolve in reaction
to other changing assumptions, data inputs and industry trends.
The Company uses its best judgment to assess the macroeconomic forecast, key assumptions and internal and external
data in estimating the allowance for credit losses on loans and the liability for unfunded lending commitments. These
estimates are subject to continuous refinement based on changes in the underlying external and internal data.
Impact if actual results differ from assumptions: The allowance for credit losses represents management’s best estimate
of expected current credit losses in the loan portfolio and within the Company’s unfunded lending commitments, but
changes in the inputs and assumptions described above could significantly impact the calculated estimated credit losses.
Therefore, actual credit losses may differ significantly from estimated results. Significant deterioration in circumstances
relating to loan quality and economic conditions could result in a requirement for additional allowance. Likewise, an upturn
in loan quality and improved economic conditions may require a reduction in the allowance for credit losses. In either
instance, changes could have a significant impact on our financial condition and results of operations.
Allowance for Credit Losses - Available for Sale Debt Securities
The level of the allowance for credit losses on available for sale securities reflects the Company’s estimate of the losses
expected in the available for sale debt security portfolio. In order to estimate the allowance for credit losses on available for
sale debt securities, the Company performs quarterly reviews of its investment portfolio to identify securities in an
unrealized loss position.
Changes to the allowance for credit losses are made by changes to or reductions in the provision for credit losses, which
are reflected in the consolidated statements of income.
Assumptions, Judgments, and Uncertainties: The Company’s model for establishing its allowance for credit losses uses
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. Securities for which fair value is less than amortized cost are reviewed for
impairment. Special emphasis 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, or those which have been identified
based on management’s judgment. These securities are placed on a watch list and cash flow analyses are prepared on an
individual security basis. Certain securities are analyzed using a projected cash flow model, discounted to present value, and
compared to the current amortized cost bases of the securities. The model uses input factors such as cash flow projections,
contractual payments required, expected delinquency rates, credit support from other tranches, prepayment speeds, collateral
loss severity rates (including loan to values), and various other information related to the underlying collateral. Securities
not analyzed using the cash flow model are analyzed by reviewing risk ratings, credit support agreements, and industry
knowledge to project future cash flows and any possible credit impairment.
Impact if actual results differ from assumptions: The allowance for credit losses represents management’s best estimate
of expected credit losses in the available for sale debt securities portfolio, but significant change in interest rates and
deterioration in economic conditions could result in a requirement for additional allowance. Likewise, an increase in
interest rates and improved economic conditions may require a reduction in the allowance for credit losses. In either
instance, anticipated changes could have a significant impact on our financial condition and results of operations.
26
Fair Value Measurement
Investment securities, including available for sale debt, 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
loan values 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.
Assumptions, Judgments, and Uncertainties: 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.
Fair value is measured based on a variety of inputs. Fair value may be based on quoted market prices for identical assets or
liabilities traded in active markets (Level 1 valuations). If market prices are not available, quoted market prices for similar
instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-
based valuation techniques for which all significant assumptions are observable in the market are used (Level 2 valuations).
Where observable market data is not available, the valuation is generated from model-based techniques that use significant
assumptions not observable in the market (Level 3 valuations). Unobservable assumptions reflect the Company’s estimates for
assumptions that market participants would use in pricing the asset or liability. Valuation techniques typically include
discounted cash flow models and similar techniques, but may also include the use of market prices of assets or liabilities that
are not directly comparable to the subject asset or liability.
The selection and weighting of the various fair value techniques may result in a fair value higher or lower than carrying
value. Considerable judgment may be involved in determining the amount that is most representative of fair value.
For assets and liabilities recorded at fair value, the Company looks to active and observable market data when developing
fair value measurements for those items where there is an active market. 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.
In doing so, the Company may be required to make judgments about assumptions market participants would use in estimating
the fair value of the financial instrument. The assumptions used to determine fair value adjustments are regularly evaluated by
management for relevance under current facts and circumstances.
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. When market data is not available, the Company uses valuation techniques requiring more management judgment
to estimate the appropriate fair value.
Impairment analysis also relates to long-lived assets and core deposit and other intangible assets. An impairment loss is
recognized if the carrying amount of the asset is not likely to be recoverable and exceeds its fair value. In determining the fair
value, management uses models and applies the techniques and assumptions previously discussed.
At December 31, 2023, assets and liabilities measured using observable inputs that are classified as either Level 1 or Level 2
represented 98.2% 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 $177.8 million, or 1.8% of total assets recorded at fair value on a recurring basis. 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 17 on Fair Value Measurements.
Impact if actual results differ from assumptions: Changes in fair value are recorded either in earnings or accumulated other
comprehensive income. Adjustments in the inputs and assumptions described above could significantly impact the fair values
of the Company’s assets and liabilities and have a significant impact on our financial condition and results of operations.
27
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
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
Securities sold under agreements to resell
Other borrowings
Total interest expense
Net interest income, fully taxable-equivalent basis
$
2023
Change due to
Average
Volume
Average
Rate
Total
2022
Change due to
Average
Volume
Average
Rate
$
15,048 $ 113,212 $ 128,260 $
55,345
43,081
12,264
80,182
64,631
15,551
15,851
11,262
4,589
37,266
36,426
840
10,150
9,127
1,023
12,391
10,728
1,663
339,445
288,467
50,978
(54)
83
(137)
(14,493) $
3,034
6,909
1,452
2,516
(200)
(3,377)
(4,159)
(434)
25,763 $
18,157
22,671
1,159
5,167
3,002
3,935
79,854
191
(3,589)
205
(12,406)
(14,481)
(17,460)
2,859
(44,872)
27
(11,987)
6,630
639
(12,585)
185
(3,435)
7,436
17,062
(1,819)
6,844
220
2,989
81,520
380,123
(16,174)
390
(15,841)
(7,045)
(398)
1,040
(38,028)
247
(8,998)
88,150
380,762
12,468
92
1,089
(82)
12,336
4,599
30,502
61
6,449
(1,375)
31,044
(4,261)
21
(1,689)
40,827
13,675
(2,133)
46,440
347
(21,179)
13,271
118,924
Total
11,270
21,191
29,580
2,611
7,683
2,802
558
75,695
(243)
8,207
113
(600)
40,745
26,011
2,466
76,942
408
(14,730)
11,896
149,968
(60)
(4,055)
610
5,231
9,117
(124)
28,598
39,317
(38,678) $
76
125,332
36,611
51,928
14,312
49,266
9,058
286,583
93,540 $
16
121,277
37,221
57,159
23,429
49,142
37,656
325,900
54,862 $
107
732
(174)
(499)
42
31
1,817
2,056
28,988 $
(389)
(496)
17,979
17,247
311
485
1,321
1,820
1,819
1,777
22,393
22,362
1,835
18
43,213
45,269
75,711 $ 104,699
Net interest income totaled $998.1 million in 2023, increasing $55.9 million, or 5.9%, compared to $942.2 million in 2022.
On a fully taxable-equivalent (FTE) basis, net interest income totaled $1.0 billion, and increased $54.9 million over 2022. This
growth was mainly due to increases of $339.4 million in interest earned on loans and $88.2 million in interest earned on
balances at the Federal Reserve, both mainly due to higher average rates earned. These increases were partly offset by an
increase of $325.9 million in interest expense on deposits and borrowings, mainly due to higher average rates paid, and lower
interest earned on investment securities of $38.0 million, mainly due to lower average balances. The net yield on earning assets
(FTE) was 3.16% in 2023 compared with 2.85% in 2022. The fully taxable-equivalent basis uses a federal income tax rate of
21%.
28
During 2023, loan interest income (FTE) grew $339.4 million over 2022 mainly due to an increase in rates earned for all
loan categories and a $1.2 billion, or 7.8%, increase in average loan balances. The average fully taxable-equivalent rate earned
on the loan portfolio increased 172 basis points to 5.90% in 2023 compared to 4.18% in 2022. The higher rates earned on the
loan portfolio were partly related to actions taken by the Federal Reserve to raise short-term interest rates, which caused most of
the Company's variable rate loan portfolio to re-price higher. Additionally, fixed rate loans were generally originated in 2023 at
higher interest rates than the weighted-average of the portfolio of fixed rate loans. Increased interest earned on business,
business real estate and construction and land loans was the main driver of overall higher interest income. Business loan
interest income increased $128.3 million due to a 196 basis point increase in the average rate earned and an increase of $405.2
million, or 7.5%, in average balances. Business real estate loan interest grew $80.2 million in 2023 compared to 2022 as a
result of an increase of 181 basis points in the average rate earned and higher average balances of $372.0 million, or 11.6%.
Interest earned on construction and land loans increased $55.3 million due to an increase of 292 basis points in the average rate
earned and growth of $243.8 million, or 19.8%, in average balances. Interest on personal real estate loans increased $15.9
million as the average rate earned increased 38 basis points and the average balance grew $137.4 million. Interest on consumer
loans grew $37.3 million over the prior year as the average rate earned increased 174 basis points. Revolving home equity loan
interest increased $10.2 million due to an increase of 301 basis points in the average rate earned and growth in average balances
of $22.7 million. Interest on consumer credit card loans was higher by $12.4 million due to an increase of 191 basis points in
the average rate earned and a $14.0 million increase in average balances.
Fully taxable-equivalent interest income on total investment securities decreased $38.0 million during 2023, as average
balances declined $2.6 billion, while the average rate earned increased 14 basis points. The average rate on the total investment
securities portfolio was 2.29% in 2023 compared to 2.15% in 2022, while the average balance of the total investment securities
portfolio (excluding unrealized fair value adjustments on available for sale debt securities) was $12.4 billion in 2023 compared
to an average balance of $14.9 billion in 2022. The decrease in interest income was mainly due to lower interest income earned
on U.S. government securities, state and municipal securities and mortgage-backed securities. Interest earned on U.S.
government securities decreased $16.2 million mainly due to lower treasury inflation-protected securities (TIPS) interest
income of $14.3 million. Average balances of U.S. government securities decreased $96.0 million and the average rate earned
declined 125 basis points. The decrease of $15.8 million in interest earned on state and municipal securities was due to a
decrease of $542.8 million in average balances and a decline of 23 basis points in average rate earned. Interest earned on
mortgage-backed securities decreased $7.0 million due to a lower average balances of $742.6 million, partly offset by an
increase of 12 basis points in the average rate earned. Interest earned on asset-backed securities decreased $398 thousand, due
to a decline in average balances of $1.2 billion, mostly offset by an increase of 62 basis points in the average rate earned.
Interest on securities purchased under resell agreements decreased $9.0 million compared to 2022 due to a decrease in
average balances of $793.8 million, partly offset by growth of 43 basis points in the average rate. Interest income on balances
at the Federal Reserve increased $88.2 million over 2022, mainly due to a 416 basis point increase in the average rate earned
and growth in average balances of $597.3 million.
During 2023, interest expense on deposits increased $215.7 million over 2022 and resulted mainly from a 126 basis point
increase in the overall average rate paid on deposits. Interest expense on interest checking and money market accounts
increased $121.3 million mainly due to higher rates paid, which grew 94 basis points, slightly offset by lower average balances
of $1.4 billion. Interest expense on certificates of deposit grew $94.4 million, mainly due to a 350 basis point increase in the
average rate paid, coupled with a $1.4 billion increase in average balances. The overall rate paid on total deposits increased
from .18% in 2022 to 1.44% in the current year. Interest expense on borrowings increased $110.2 million mainly due to a 210
basis point increase in the rate paid on securities sold under repurchase agreements and an increase in $711.3 million in average
Federal Home Loan Bank (FHLB) borrowings. The Company did not have any outstanding FHLB borrowings at December 31,
2023. The overall average rate incurred on all interest bearing liabilities was 1.86% in 2023, compared to .30% in 2022.
Net interest income totaled $942.2 million in 2022, increasing $106.8 million, or 12.8%, compared to $835.4 million in
2021. On an FTE basis, net interest income totaled $951.8 million, and increased $104.7 million over 2021. This growth was
mainly due to an increase of $75.7 million in interest earned on loans, due to higher average rates earned and an increase of
$76.9 million in interest earned on investment securities, due to higher rates and average balances, partly offset by an increase
of $45.3 million in interest expense on deposits and borrowings, due to higher average rates paid. The net yield on earning
assets (FTE) was 2.85% in 2022 compared with 2.58% in 2021.
29
During 2022, loan interest income (FTE) grew $75.7 million over 2021 mainly due to an increase in rates earned for all loan
categories. The average fully taxable-equivalent rate earned on the loan portfolio increased 51 basis points to 4.18% in 2022
compared to 3.67% in 2021. The higher rates earned on the loan portfolio were mostly related to actions taken by the Federal
Reserve in 2022 to raise short-term interest rates, which caused most of the Company's variable rate loan portfolio to re-price
higher. Additionally, fixed rate loans were generally originated in 2022 at higher interest rates than the weighted-average of the
portfolio of fixed rate loans. The increase in interest rates earned was partly offset a decline in average loan balances of $102.4
million, or .7%, in 2022. Increased interest earned on business real estate and construction and land loans was the main driver
of overall higher interest income. Business real estate loan interest grew $29.6 million in 2022 compared to 2021 as a result of
an increase of 71 basis points in the average rate earned and higher average balances of $199.1 million, or 6.6%. Interest
earned on construction and land loans increased $21.2 million due to an increase of 147 basis points in the average rate earned
and growth of $85.2 million, or 7.4%, in average balances. Business loan interest income increased $11.3 million mainly due to
a 49 basis point increase in the average rate earned, partly offset by a decrease of $462.1 million in average balances. Average
balances of business loans included average balances of $41.9 million in Paycheck Protection Program (PPP) loans at
December 31, 2022, which was a decline of $812.2 million from balances of $854.1 million at December 31, 2021. Interest on
personal real estate loans increased $2.6 million as the average balance grew $44.0 million and the average rate earned
increased four basis points. Interest on consumer loans grew $7.7 million over 2021 as the average rate earned increased 25
basis points and average balances were higher by $66.2 million. Revolving home equity loan interest increased $2.8 million
due to an increase of 108 basis points in the average rate earned, slightly offset by lower average balances of $5.8 million.
Interest on consumer credit card loans was higher by $558 thousand due to an increase of 72 basis points in the average rate
earned, mostly offset by a decline of $30.3 million, or 5.3%, in average balances.
Fully taxable-equivalent interest income on total investment securities increased $76.9 million during 2022, as average
balances grew $1.5 billion and the average rate earned increased 34 basis points. The average rate on the total investment
securities portfolio was 2.15% in 2022 compared to 1.81% in 2021, while the average balance of the total investment securities
portfolio (excluding unrealized fair value adjustments on available for sale debt securities) was $14.9 billion in 2022 compared
to an average balance of $13.5 billion in 2021. The increase in interest income was mainly due to higher interest income earned
on mortgage-backed, asset-backed and U.S. government securities. Interest earned on mortgage-backed securities increased
$40.7 million due to a 59 basis point increase in the average rate earned. The increase of $26.0 million in interest earned on
asset-backed securities was due to an increase of 35 basis points in the average rate earned coupled with growth of $1.1 billion
in average balances. Interest earned on U.S. government securities grew $8.2 million and was mainly impacted by growth of
$7.3 million in inflation income on TIPS. Average balances of U.S. government securities increased $301.9 million, while the
average rate earned declined 39 basis points.
Interest on securities purchased under resell agreements decreased $14.7 million compared to 2021 due to a decrease of 142
basis points in the average rate, partly offset by growth in average balances of $220.1 million. Interest earned on deposits with
banks increased $11.9 million over 2021, mainly due to a 98 basis point increase in the average rate earned, partly offset by a
decline in average balances of $1.1 billion.
During 2022, interest expense on deposits increased $19.2 million over 2021 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 $18.0 million mainly due to higher rates paid, which grew 12 basis points, coupled with higher average balances of
$1.1 billion. Interest expense on certificates of deposit over $100,000 grew $1.3 million, mainly due to a 37 basis point
increase in the average rate paid. The overall rate paid on total deposits increased from .07% in 2021 to .18% in the current
year. Interest expense on borrowings increased $26.0 million mainly due to a 95 basis point increase in the rate paid on
securities sold under repurchase agreements. The overall average rate incurred on all interest bearing liabilities was .30% in
2022, compared to .07% in 2021.
Provision for Credit Losses
The provision for credit losses is comprised of provisions for credit losses on loans and unfunded lending commitments and
is recorded to adjust the allowance for credit losses on loans and the liability for unfunded lending commitments to a level
deemed adequate by management based on the factors mentioned in the “Allowance for Credit Losses on Loans and Liability
for Unfunded Lending Commitments” section of this discussion. The provision for credit losses was $35.5 million in 2023, an
increase of $7.4 million over the 2022 provision.
The provision for credit losses on loans for the year ended December 31, 2023 was $43.3 million, compared to $19.2
million in 2022. The allowance for credit losses on loans totaled $162.4 million at December 31, 2023, an increase of $12.3
million compared to the prior year, and represented .94% of loans at year end 2023, compared to .92% at December 31, 2022.
30
The provision for unfunded lending commitments was a benefit of $7.9 million during 2023, compared to a provision of
$8.9 million in 2022. The liability for unfunded lending commitments was $25.2 million at December 31, 2023, compared to
$33.1 million at December 31, 2022.
Non-Interest Income
(Dollars in thousands)
Bank card transaction fees
Trust fees
Deposit account charges and other fees
Consumer brokerage services
Capital market fees
Loan fees and sales
Other
Total non-interest income
Non-interest income as a % of total revenue*
Total revenue per full-time equivalent employee
$
$
$
2023
191,156
190,954
90,992
17,223
14,100
11,165
57,455
573,045
$
$
36.5%
333.0
$
2022
176,144 $
184,719
94,381
19,117
14,231
13,141
44,802
546,535 $
36.7%
324.1 $
2021
167,891
188,227
97,217
18,362
15,943
29,720
43,033
560,393
40.1%
305.6
* Total revenue is calculated as net interest income plus non-interest income.
% Change
'23-'22
'22-'21
8.5%
3.4
(3.6)
(9.9)
(0.9)
(15.0)
28.2
4.9%
4.9%
(1.9)
(2.9)
4.1
(10.7)
(55.8)
4.1
(2.5) %
Below is a summary of net bank card transaction fees for the years ended December 31, 2023, 2022 and 2021, respectively.
(Dollars in thousands)
Net corporate card fees
Net debit card fees
Net merchant fees
Net credit card fees
2023
2022
2021
'23-'22
'22-'21
% Change
$
110,641 $
100,012 $
43,881
22,186
14,448
40,968
20,604
14,560
91,701
41,010
20,036
15,144
10.6%
7.1
7.7
(0.8)
8.5%
9.1%
(.1)
2.8
(3.9)
4.9%
Total bank card transaction fees
$
191,156 $
176,144 $
167,891
Non-interest income totaled $573.0 million, an increase of $26.5 million, or 4.9%, compared to $546.5 million in 2022.
Bank card fees increased $15.0 million, or 8.5%, over the prior year, mainly due to increases in net corporate card fees of $10.6
million, net debit card fees of $2.9 million and net merchant fees of $1.6 million. The growth in net corporate card fees over
the prior year was mainly due to lower rewards and network expense coupled with higher interchange income. Net debit card
fees increased mainly due to lower network expense, while net merchant fees increased mainly due to higher merchant discount
fees. Trust fee income increased $6.2 million, or 3.4%, as a result of higher private client trust fees (up 4.3%), which
comprised 80.4% of trust fee income in 2023. The market value of total customer trust assets totaled $68.9 billion at year end
2023, which was an increase of 14.2% over year end 2022 balances. Deposit account fees decreased $3.4 million, or 3.6%,
mainly due to lower overdraft and return item fees of $8.3 million, partly offset by growth in corporate cash management fees
of $3.8 million. In 2023, corporate cash management fees comprised 61.9% of total deposit fees, while overdraft fees
comprised 12.8% of total deposit fees. Revenue from consumer brokerage services decreased $1.9 million, or 9.9%, mainly
due to lower annuity fees, while loan fees and sales decreased $2.0 million, or 15.0%, mainly due to lower mortgage banking
revenue. Other non-interest income increased $12.7 million, or 28.2%, over the prior year mainly due to higher letter of credit
fees of $3.2 million, cash sweep commissions of $2.9 million, gains on the sale of real estate of $2.1 million and swap fees of
$1.1 million. In addition, increases of $6.4 million in fair value adjustments were recorded on the Company's deferred
compensation plan, which are held in a trust and recorded as both an asset and a liability, affecting both other income and other
expense. These increases were partly offset by lower tax credit sales income of $2.4 million.
During 2022, non-interest income totaled $546.5 million, a decrease of $13.9 million, or 2.5%, compared to $560.4 million
in 2021. Trust fee income decreased $3.5 million, or 1.9%, as a result of lower institutional (down 7.0%), mutual fund (down
10.9%) and private client trust fees (down .3%). Private client trust fees comprised 79.7% of trust fee income in 2022. The
market value of total customer trust assets totaled $60.3 billion at year end 2022, which was a decrease of 13.0% from year end
2021 balances. Bank card fees increased $8.3 million, or 4.9%, over 2021, mainly due to an increase in net corporate card fees
of $8.3 million. The growth in net corporate card fees over 2021 was mainly due to higher interchange income, partly offset by
higher rewards expense. Deposit account fees decreased $2.8 million, or 2.9%, mainly due to lower overdraft and return item
fees of $4.2 million and personal account deposit fees of $1.2 million, partly offset by growth in corporate cash management
31
fees of $2.5 million. In 2022, corporate cash management fees comprised 55.6% of total deposit fees, while overdraft fees
comprised 21.1% of total deposit fees. In September 2022, the Company implemented enhancements to consumer checking
accounts that eliminated return items fees and lowered overdraft fees. Capital market fees decreased $1.7 million, or 10.7%,
compared to 2021, while revenue from consumer brokerage services increased $755 thousand, or 4.1%, mainly due to growth in
annuity fees. Loan fees and sales decreased $16.6 million, or 55.8%, mainly due to lower mortgage banking revenue. Other
non-interest income increased $1.8 million, or 4.1%, over 2021 mainly due to higher cash sweep commissions of $8.2 million
and lease income of $1.3 million, income of $2.2 million from a life insurance death benefit recorded in the second quarter of
2022, a $2.6 million loss on an equity method investment recorded in 2021 and a lease impairment of $1.1 million recorded in
2021. These increases were partly offset by gains of $5.6 million recorded mainly on the sales of branch properties in 2021. In
addition, a decrease of $6.6 million in fair value adjustments was recorded on the Company's deferred compensation plan.
Investment Securities Gains (Losses), Net
(In thousands)
2023
2022
2021
Net gains (losses) on sales of available for sale debt securities
$
(8,444) $
(20,273) $
(3,284)
Net gains (losses) on sales of equity securities
Fair value adjustments on equity securities, net
Net gains (losses) on sales of private equity investments
Fair value adjustments of private equity investments
Total investment securities gains (losses), net
—
(487)
(100)
24,016
17
(943)
(2,128)
43,833
$
14,985
$
20,506
$
—
187
1,452
31,704
30,059
Net gains and losses on investment securities during 2023, 2022 and 2021 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 and gains and
losses relating to private equity investments, which are primarily held by the Parent’s majority-owned private equity subsidiary.
The gains and losses on private equity investments 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 $4.8 million in 2023, $8.5 million
in 2022, and $6.5 million in 2021.
Net securities gains of $15.0 million were recorded in 2023, which included net gains of $24.0 million in fair value
adjustments on private equity investments. This increase was partly offset by net losses of $8.4 million realized on sales
resulting from the Company's sale of approximately $1.1 billion (book value) in bonds, mainly state and municipal securities
and asset-backed securities, net losses of $100 thousand on sales of private equity investments, and net losses of $487 thousand
in fair value adjustments on equity securities.
Net securities gains of $20.5 million were recorded in 2022, which included net gains of $43.8 million in fair value
adjustments on private equity investments. This increase was partly offset by losses of $20.3 million realized on sales resulting
from the Company's sale of approximately $105 million (book value) in bonds, mainly mortgage-backed and corporate bond
securities, net losses of $2.1 million on sales of private equity investments, and net losses of $943 thousand in fair value
adjustments on equity securities.
Net securities gains of $30.1 million were recorded in 2021, which included $1.5 million in net gains realized on sales of
private equity investments, net gains of $31.7 million in fair value adjustments on private equity investments, and net gains of
$187 thousand in fair value adjustments on equity investments. These net gains were offset by losses of $3.3 million realized
on bond sales resulting from the Company's sale of approximately $73 million (book value) of bonds, mainly mortgage-backed
securities and municipal securities.
32
Non-Interest Expense
(Dollars in thousands)
Salaries
Employee benefits
Data processing and software
Net occupancy
Deposit insurance
Marketing
Equipment
Supplies and communication
Other
2023
2022
2021
'23-'22
'22-'21
$
492,977
$
471,260
$
447,238
4.6%
5.4%
% Change
91,086
118,758
53,629
33,163
24,511
19,548
19,420
77,890
82,787
110,692
49,117
10,583
23,827
19,359
18,101
63,051
78,010
101,792
48,185
9,094
21,856
18,089
17,118
64,519
10.0
7.3
9.2
213.4
2.9
1.0
7.3
23.5
9.7%
6.1
8.7
1.9
16.4
9.0
7.0
5.7
(2.3)
5.3%
Total non-interest expense
$
930,982
$
848,777
$
805,901
Efficiency ratio
Salaries and benefits as a % of total non-interest
expense
Number of full-time equivalent employees
59.2%
56.9%
57.6%
62.7%
4,718
65.3%
4,594
65.2%
4,567
Non-interest expense was $931.0 million in 2023, an increase of $82.2 million, or 9.7%, over the previous year. Salaries
and benefits expense increased $30.0 million, or 5.4%, mainly due to higher costs for full-time salaries, healthcare expense and
payroll taxes, partly offset by lower incentive compensation expense. Full-time equivalent employees totaled 4,718 at
December 31, 2023, compared to 4,594 at December 31, 2022. Data processing and software expense increased $8.1 million,
or 7.3%, primarily due to increased costs for service providers and higher bank card processing fees. Net occupancy expense
increased $4.5 million, or 9.2%, mainly due to higher depreciation expense and real estate taxes, partly offset by higher rent
income. Deposit insurance expense increased $22.6 million due to a $16.0 million accrual during the fourth quarter of 2023 for
a one-time special assessment by the FDIC to replenish the Deposit Insurance Fund. Marketing expense increased $684
thousand, or 2.9%, while supplies and communication expense increased $1.3 million, or 7.3%, mainly due to higher postage
expense, bank card reissuance fees and office supplies expense. Other non-interest expense increased $14.8 million, or 23.5%,
mainly due to higher costs for travel and entertainment expense (up $1.9 million), miscellaneous losses (up $2.1 million),
pension plan expense ($1.5 million) and lower deferred origination costs (up $1.6 million). In addition, an increase of $6.4
million in fair value adjustments were recorded on the Company's deferred compensation plan, and deconversion costs of $2.1
million relating to the transition of Commerce Financial Advisors support to LPL Financial's Institution Services platform were
recorded in 2023.
In 2022, non-interest expense was $848.8 million, an increase of $42.9 million, or 5.3%, over 2021. Salaries and benefits
expense increased $28.8 million, or 5.5%, mainly due to higher costs for full-time salaries, incentive compensation, stock
compensation, payroll taxes and 401(k) expense. Salaries expense included expense of $5.4 million for special bonuses paid to
non-incentivized full-time and part-time employees in 2022. Full-time equivalent employees totaled 4,594 at December 31,
2022, reflecting a 1% increase over 2021. Data processing and software expense increased $8.9 million, or 8.7%, primarily due
to higher bank card processing fees, software amortization and expense, and increased costs for service providers. Net
occupancy expense increased $932 thousand, or 1.9%, mainly due to higher depreciation, utilities and outside services expense,
partly offset by lower real estate taxes expense. Equipment expense increased $1.3 million, or 7.0%, mainly due to higher
depreciation and equipment service contract expense, while marketing expense increased $2.0 million, or 9.0%. Supplies and
communication expense increased $983 thousand, or 5.7%, mainly due to higher postage and courier expense and bank card
reissuance fees, partly offset by lower data network expense. Other non-interest expense increased slightly over 2021. Higher
costs for travel and entertainment expense (up $5.1 million), insurance expense (up $1.9 million), depreciation expense on
leased assets (up $958 thousand) and airplane expense (up $864 thousand) were offset by $8.2 million in non-recurring
litigation settlement costs recorded in 2021. In addition, the previously mentioned fair value adjustments on the Company's
deferred compensation plan assets decreased $6.6 million from 2021.
Income Taxes
Income tax expense was $134.5 million in 2023, compared to $132.4 million in 2022 and $145.7 million in 2021. The
effective tax rate, including the effect of non-controlling interest, was 22.0% in 2023 compared to 21.3% in 2022 and 21.5% in
2021. Additional information about income tax expense is provided in Note 9 to the consolidated financial statements.
33
Financial Condition
Loan Portfolio Analysis
Classifications of consolidated loans by major category at December 31, 2023 and 2022 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 is
disclosed within the Average Balance Sheets section of Management's Discussion and Analysis of Financial Condition and
Results of Operations below.
(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
Balance at December 31
2023
2022
$
6,019,036 $
1,446,764
3,719,306
3,026,041
2,077,723
319,894
589,913
6,802
5,661,725
1,361,095
3,406,981
2,918,078
2,059,088
297,207
584,000
14,957
$
17,205,479 $
16,303,131
The table below presents contractual maturities of the loan portfolio, based on payment due dates, as well as a breakdown of
fixed rate and floating rate loans at December 31, 2023.
(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
Loans with fixed rates
Loans with floating rates
Total loans
In
One Year
or Less
Principal Payments Due
After One
Year Through
Five Years
After Five
Years Through
Fifteen Years
After Fifteen
Years
Total
$
2,567,095 $
3,009,541 $
435,052 $
7,348 $
6,019,036
372,555
1,010,254
821,868
2,452,951
58,802
435,628
5,153
8,859
1,446,764
3,719,306
172,385
546,966
881,128
1,425,562
3,026,041
790,458
1,097,854
16,887
67,023
6,802
84,981
200,115
—
186,399
218,026
322,775
—
3,012
2,077,723
—
—
—
319,894
589,913
6,802
4,815,073 $
8,402,662 $
2,537,810 $
1,449,934 $
17,205,479
1,343,238 $
3,946,618 $
1,359,742 $
704,169 $
7,353,767
3,471,835
4,456,044
1,178,068
745,765
9,851,712
4,815,073 $
8,402,662 $
2,537,810 $
1,449,934 $
17,205,479
$
$
$
34
The following table shows loan balances at December 31, 2023, 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
$
2,386,522 $
3,632,514 $
6,019,036
60.4%
48,130
1,398,634
1,446,764
1,515,970
2,203,336
3,719,306
1,846,408
1,179,633
3,026,041
1,522,230
555,493
2,077,723
—
27,705
6,802
319,894
562,208
—
319,894
589,913
6,802
96.7
59.2
39.0
26.7
100.0
95.3
—
$
7,353,767 $
9,851,712 $
17,205,479
57.3%
Total loans at December 31, 2023 were $17.2 billion, an increase of $902.3 million, or 5.5%, over balances at December 31,
2022. The increase in loans during 2023 occurred in all categories over the previous year, with the exception of overdrafts.
Business loans increased $357.3 million, or 6.3%, mainly due to a $173.9 million increase in commercial and industrial loans
and a $95.1 million increase in lease loans. Commercial card and tax-advantaged lending, included within business loans, also
increased during 2023. Construction loans increased $85.7 million, or 6.3%, mainly due to growth in commercial construction
lending. Business real estate loans increased $312.3 million, or 9.2%, due mainly to increases in industrial, hotel and senior
living lending, while multi-family and office building lending declined. Personal real estate loans increased $108.0 million, or
3.7%. The Company sells certain long-term fixed rate mortgage loans to the secondary market, and loan sales in 2023 totaled
$29.9 million, compared to $111.3 million in 2022. Consumer loans increased $18.6 million, or .9%, mainly due to growth in
consumer auto lending. Health services financing and fixed rate home equity loans also increased, offset by declines in other
vehicle and equipment lending (mostly comprised of motorcycle loans) and continued run off of marine and recreational vehicle
loan balances. Consumer credit card loans increased $5.9 million, or 1.0%, and revolving home equity loan balances increased
$22.7 million, or 7.6%, compared to balances at year end 2022.
The Company currently holds approximately 31% of its loan portfolio in the Kansas City market, 25% in the St. Louis
market, and 44% in other regional markets. The portfolio is diversified from a business and retail standpoint, with 65% in loans
to businesses and 35% 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 credit losses on loans 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, 2023, the
balance of SNC loans totaled approximately $1.5 billion, with an additional $2.2 billion in unfunded commitments, compared
to a balance of $1.4 billion, with an additional $2.0 billion in unfunded commitments, at year end 2022.
Commercial Loans
Business
Total business loans amounted to $6.0 billion at December 31, 2023 and includes 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 $666.1 million at December 31, 2023, an increase of $48.0 million, or
7.8%, from December 31, 2022 balances. In addition to tax-advantaged leases, the business loan portfolio also includes other
direct financing and sales type leases totaling $709.7 million at December 31, 2023, an increase of $95.1 million, or 15.5%,
from December 31, 2022. These loans are used by commercial customers to finance capital purchases ranging from computer
equipment to office and transportation equipment. Additionally, the Company has $260.8 million of outstanding loans included
within its $272.0 million oil and gas energy-related loan portfolio at December 31, 2023, which is further discussed within the
Oil and Gas Energy Lending section of the Risk Elements of Loan Portfolio section located within Management's Discussion
and Analysis of Financial Condition and Results of Operations. Also included in the business portfolio are corporate card
loans, which totaled $407.6 million at December 31, 2023 and are made in conjunction with the Company’s corporate card
35
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 limits credit 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
Iowa, Oklahoma, Colorado, Texas, Tennessee, Michigan, Indiana, 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 $3.1 million in 2023 compared to $1.1 million in 2022. Non-accrual business loans were $3.6 million
(.1% of business loans) at December 31, 2023 compared to $6.8 million at December 31, 2022.
Real Estate-Construction and Land
The portfolio of loans in this category amounted to $1.4 billion at December 31, 2023, an increase of $85.7 million, or 6.3%,
from the prior year and comprised 8.4% of the Company’s total loan portfolio. Commercial construction and land development
loans totaled $1.3 billion, or 88.0% of total construction loans at December 31, 2023. These loans increased $100.9 million
from 2022 year end balances, driving the growth 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, 2023 totaled $173.1 million, or 12.0% of total construction loans. A stable
construction market has contributed to low loss rates on these loans, with net loan recoveries of $115 thousand and no net loan
charge-offs in 2023 and 2022, respectively.
Real Estate-Business
Total business real estate loans were $3.7 billion at December 31, 2023 and comprised 21.6% 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, distribution facilities, multi-family housing, farms, 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 (31.6% of this portfolio), which
presents lower risk levels. Additional information about business real estate loans by borrower is disclosed within the Real
Estate - Business Loans section of the Risk Elements of Loan Portfolio section located within Management's Discussion and
Analysis of Financial Condition and Results of Operations. At December 31, 2023, balances of non-accrual loans amounted to
$60 thousand, less than .1% of business real estate loans, down from $189 thousand at year end 2022. The Company
experienced net loan charge-offs of $104 thousand in 2023, compared to net loan recoveries of $20 thousand in 2022.
Personal Banking Loans
Real Estate-Personal
At December 31, 2023, there were $3.0 billion in outstanding personal real estate loans, which comprised 17.6% 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, 2023, 39% of the portfolio was
comprised of adjustable rate loans, while 61% was comprised of fixed rate loans. The Company does not purchase any loans
from outside parties or brokers.
The Company originates certain mortgage loans with the intent to sell to the secondary market, generally FNMA or FHLMC
conforming fixed rate loans. The remaining loans are originated with the intent to hold to maturity. Of the $510 million of
mortgage loans originated in 2023, $29.9 million were sold to the secondary market. This compares to $699 million of
mortgage loans originated and $111.3 million of loans sold to the secondary market in 2022. The decrease in loan sales during
2023 compared to 2022 was mainly due to lower demand for mortgage loans. Net loan recoveries in 2023 totaled $37
thousand, and net loan recoveries were $74 thousand in 2022. Balances of non-accrual loans in this category were $1.7 million
at December 31, 2023, compared to $1.4 million at year end 2022.
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 $2.1 billion at
36
December 31, 2023. Approximately 39% of the consumer portfolio consists of automobile loans, 32% in private banking loans,
11% in fixed rate home equity loans, and 10% in healthcare financing loans. Total consumer loans increased $18.6 million at
year end 2023 compared to year end 2022. Growth of $21.7 million in auto loans was supplemented by increases of $13.7
million and $4.5 million in patient healthcare financing and fixed rate home equity loans, respectively. These increases in
consumer loan balances were partially offset by declines of $13.7 million in other vehicle and equipment loans and $3.7 million
in marine and RV loans. Net charge-offs on total consumer loans were $6.2 million in 2023, compared to $3.8 million in 2022,
averaging .30% and .18% of consumer loans in 2023 and 2022, respectively.
Revolving Home Equity
Revolving home equity loans, of which 100% are adjustable rate loans, totaled $319.9 million at year end 2023. An
additional $900.0 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 loan recoveries were $57
thousand in 2023, compared to net loan recoveries of $60 thousand in 2022.
Consumer Credit Card
Total consumer credit card loans amounted to $589.9 million at December 31, 2023 and comprised 3.4% 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 37% of the households that own a
Commerce credit card product also maintain a deposit relationship with the subsidiary bank. Approximately 95% of the
outstanding credit card loan balances had a floating interest rate at year end 2023, unchanged from year end 2022. Net charge-
offs amounted to $19.1 million in 2023, an increase of $6.4 million from $12.7 million in 2022.
Loans Held for Sale
At December 31, 2023, 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 $1.6 million at December 31, 2023. The student loans, carried at the lower of cost or fair value, totaled $2.2 million at
December 31, 2023. This portfolio is further discussed in Note 2 to the consolidated financial statements.
37
Allowance for Credit Losses on Loans and Liability for Unfunded Lending Commitments
To determine the amount of the allowance for credit losses on loans and the liability for unfunded lending commitments, the
Company has established a process which assesses the risks and losses expected in its portfolios. This process provides an
allowance based on estimates of allowances for pools of loans and unfunded lending commitments, as well as a second, smaller
component based on certain individually evaluated loans and unfunded lending commitments. The Company's policies and
processes for determining the allowance for credit losses on loans and the liability for unfunded lending commitments are
discussed in Note 1 to the consolidated financial statements and in the "Allowance for Credit Losses" discussion within Critical
Accounting Policies above.
Loans subject to individual evaluation generally consist of business, construction, business real estate and personal real
estate loans 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 the 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 consist of commercial loans (business, construction and business real estate) which have been graded pass, special
mention, or substandard, and also include all personal banking loans except personal real estate loans on non-accrual status.
The allowance for credit losses on loans and the liability for unfunded lending commitments are estimates that require
significant judgment including projections of the macro-economic environment. The Company utilizes a third-party macro-
economic forecast that continuously changes due to economic conditions and events. These changes in the forecast cause
fluctuations in the allowance for credit losses on loans and the liability for unfunded lending commitments. The Company uses
judgment to assess the macro-economic forecast and internal loss data in estimating the allowance for credit losses on loans and
the liability for unfunded lending commitments. These estimates are subject to periodic refinement based on changes in the
underlying external and internal data.
At December 31, 2023, the allowance for credit losses on loans was $162.4 million, compared to $150.1 million at
December 31, 2022. The allowance for credit losses related to commercial loans increased $4.9 million during 2023, while the
allowance for credit losses related to personal banking loans increased $7.4 million. The increase in the allowance for credit
losses was due to an increase in outstanding loan balances, slower prepayment speeds, changes in forecast assumptions, and
increases in past due consumer and consumer credit card loans. The percentage of allowance to loans increased to .94% at
December 31, 2023, compared to .92% at December 31, 2022. See Note 2 to the consolidated financial statements for the
various model assumptions utilized in the Company's CECL estimate at December 31, 2023.
Net loan charge-offs totaled $31.1 million in 2023, representing a $12.0 million increase compared to net charge-offs of
$19.1 million in 2022. The increase was largely due to higher net charge-offs of $6.4 million, $2.5 million, $2.1 million, and
$1.1 million on consumer credit card loans, consumer loans, business loans, and overdrafts, respectively, during 2023.
Consumer credit card loan net charge-offs were 3.40% of average consumer credit card loans in 2023, compared to 2.31% in
2022, and consumer loan net charge-offs were .30% of average consumer loans in 2023, compared to .18% in 2022. The ratio
of net loan charge-offs to total average loans outstanding was .19% in 2023 and .12% in both 2022 and 2021.
Total loans delinquent 90 days or more and still accruing were $21.9 million at December 31, 2023, an increase of $6.0
million compared to year end 2022. The increase was mainly driven by growth of $2.9 million in personal real estate loans.
Non-accrual loans at December 31, 2023 were $7.3 million, a decrease of $994 thousand from the prior year, mainly due to a
decrease in business non-accrual loans of $3.1 million, partly offset by an increase of $2.0 million in revolving home equity
non-accrual loans. The allowance for credit losses as a percentage of non-accrual loans was 2,220.9% at December 31, 2023,
compared to 1,807.6% at December 31, 2022. The increase in the ratio of the allowance to non-accrual loans was driven by the
decrease in non-accrual loans outstanding and an increase in the allowance for credit losses. The 2023 year-end balance of non-
accrual loans was comprised of $3.6 million of business loans, $1.7 million of personal real estate loans, $2.0 million of
revolving home equity loans, and $60 thousand of business real estate loans.
At December 31, 2023, the liability for unfunded lending commitments was $25.2 million, an decrease of $7.9 million
compared to December 31, 2022. The decrease in the liability for unfunded lending commitments during 2023 was driven
primarily by decreases in the balance of unfunded lending commitments. The Company's unfunded lending commitments
primarily relate to construction loans, and the Company's estimate for credit losses in its unfunded lending commitments
utilizes the same model and forecast as its estimate for credit losses on loans. See Note 2 for further discussion of the model
inputs utilized in the Company's estimate of credit losses.
38
The Company considers the allowance for credit losses on loans and the liability for unfunded lending commitments
adequate to cover losses expected in the loan portfolio, including unfunded commitments, at December 31, 2023.
The schedules which follow summarize the relationship between loan balances and activity in the allowance for credit losses
on loans:
(Dollars in thousands)
Loans outstanding at end of year(A)
Average loans outstanding(A)
Allowance for credit losses:
Balance at end of prior year
Provision for credit losses on loans
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
Ratio of allowance to loans at end of year
Ratio of provision to average loans outstanding
Non-accrual loans
Years Ended December 31
2023
2022
2021
17,205,479
16,777,150
$
$
16,303,131
15,561,987
$
$
15,176,359
15,664,388
150,136
$
150,044
$
220,834
43,325
19,155
(52,223)
$
$
$
3,751
—
134
41
8,323
11
24,105
3,803
40,168
647
115
30
78
2,075
68
5,052
1,037
9,102
31,066
1,474
—
6
159
6,073
77
19,039
2,414
29,242
421
—
26
233
2,283
137
6,381
698
10,179
19,063
810
3
155
134
5,370
188
27,461
1,506
35,627
5,568
2
219
232
2,814
185
7,453
587
17,060
18,567
$
162,395
$
150,136
$
150,044
.94 %
.26 %
.92%
.12 %
.99 %
(.33) %
$
7,312
$
8,306
$
9,157
Ratio of non-accrual loans to total loans outstanding
.04 %
.05%
.06 %
Ratio of allowance for credit losses on loans to non-accrual loans
2,220.94
1,807.56
1,638.57
(A) Net of unearned income, before deducting allowance for credit losses on loans, excluding loans held for sale.
39
Ratio of net charge-offs (recoveries) to average loans outstanding, by loan category:
Business
Real estate — construction and land
Consumer
Revolving home equity
Consumer credit card
Overdrafts
Years Ended December 31
2023
2022
2021
.05%
.02 %
(.08%)
(.01)
.30
(.02)
3.40
56.19
—
.18
(.02)
2.31
30.40
—
.13
—
3.47
21.20
Ratio of total net charge-offs to total average loans outstanding
.19%
.12%
.12%
Average loans outstanding by loan class are listed on the Company's average balance sheet on page 60.
The following schedule provides a breakdown of the allowance for credit losses on loans (ACL) by loan category and the
percentage of each loan category to total loans outstanding at year end.
(Dollars in thousands)
2023
2022
Business
RE — construction and land
RE — business
RE — personal
Consumer
Revolving home equity
Consumer credit card
Overdrafts
Total
Credit Loss
Allowance
Allocation
% of Loans
to Total
Loans
% of ACL to
Loan
Category
Credit Loss
Allowance
Allocation
% of Loans
to Total
Loans
% of ACL to
Loan
Category
$ 47,114
35.0 %
.78%
$
46,340
34.8 %
31,373
29,714
11,999
11,665
1,753
28,667
110
8.4
21.6
17.6
12.1
1.9
3.4
—
2.17
.80
.40
.56
.55
4.86
1.62
28,799
28,154
10,047
10,252
1,576
24,858
110
8.3
20.9
17.9
12.6
1.8
3.6
.1
$ 162,395
100.0 %
.94%
$ 150,136
100.0 %
.82 %
2.12
.83
.34
.50
.53
4.26
.74
.92 %
The following schedule shows the liability for unfunded lending commitments.
(In thousands)
LIABILITY FOR UNFUNDED LENDING COMMITMENTS
Balance at beginning of period
Provision for credit losses on unfunded lending commitments
Balance at end of period
Years Ended December 31
2023
2022
2021
$
$
33,120 $
24,204 $
(7,874)
8,916
25,246 $
33,120 $
38,307
(14,103)
24,204
40
Risk Elements of the 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 credit 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
2023
$ 7,312
270
$ 7,582
2022
8,306
96
8,402
$
$
December 31
2021
9,157
115
9,272
$
$
2020
$ 26,540
93
$ 26,633
2019
$ 10,220
365
$ 10,585
.04 %
.02 %
.05 %
.03 %
.06 %
.03 %
.16 %
.08 %
.07 %
.04 %
$ 21,864
$ 15,830
$ 11,726
$ 22,190
$ 19,859
Non-accrual loans totaled $7.3 million at year end 2023, a decrease of $994 thousand from the balance at year end 2022.
The decrease from December 31, 2022 occurred mainly in business loans, which decreased $3.1 million. This decrease was
partially offset by an increase in revolving home equity loans of $2.0 million. At December 31, 2023, non-accrual loans were
comprised of business (49.6%), revolving home equity (27.0%), personal real estate (22.6%), and business real estate (0.8%)
loans. Foreclosed real estate totaled $270 thousand at December 31, 2023, an increase of $174 thousand when compared to
December 31, 2022. Total non-performing assets remain low compared to the overall banking industry in 2023, with the non-
performing assets to total loans ratio at .04% at December 31, 2023. Total loans past due 90 days or more and still accruing
interest were $21.9 million as of December 31, 2023, an increase of $6.0 million when compared to December 31, 2022.
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 $216.4 million at December 31, 2023,
compared with $259.7 million at December 31, 2022, resulting in a decrease of $43.3 million or 16.7%. The decrease in
potential problem loans was largely driven by a $47.5 million decrease in construction and land loans and a $41.7 million
decrease in business real estate loans, partly offset by a $45.3 million increase in business loans.
(In thousands)
Potential problem loans:
Business
Real estate – construction and land
Real estate – business
Real estate – personal
Total potential problem loans
41
December 31
2023
2022
$
$
74,760 $
—
140,800
827
216,387 $
29,455
47,493
182,526
250
259,724
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 a higher 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 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 home equity 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 home equity
loans is based on LTV ratios which were calculated with valuations at loan origination date. The Company does not 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, current FICO scores, and line utilization. This
has remained an effective means of evaluating credit trends and identifying problem loans, partly because the Company offers
standard, conservative lending products.
Real Estate - Construction and Land Loans
The Company’s portfolio of construction and land loans, as shown in the table below, amounted to 8.4% of total loans
outstanding at December 31, 2023. The largest component of construction and land loans was commercial construction, which
increased $100.9 million during the year ended December 31, 2023. At December 31, 2023, multi-family residential
construction loans totaled approximately $414.6 million, or 33.9%, of the commercial construction loan portfolio.
(Dollars in thousands)
Commercial construction
Residential construction
Residential land and land development
Commercial land and land development
Total real estate – construction and
land loans
Real Estate – Business Loans
December 31,
2023
% of Total
% of Total
Loans
December 31,
2022
% of Total
% of Total
Loans
$
1,222,961
84.5 %
7.1 % $
1,122,105
110,687
62,417
50,699
7.7
4.3
3.5
.6
.4
.3
138,311
50,012
50,667
82.4 %
10.2
3.7
3.7
6.9 %
.8
.3
.3
$
1,446,764
100.0 %
8.4 % $
1,361,095
100.0 %
8.3 %
Total business real estate loans were $3.7 billion at December 31, 2023 and comprised 21.6% of the Company’s total loan
portfolio. These loans include properties such as manufacturing and warehouse buildings, distribution facilities, small office
and medical buildings, churches, hotels and motels, shopping centers, and other commercial properties, which have historically
resulted in lower net charge-off rates than non-owner-occupied commercial real estate loans. Approximately 31.6% of these
loans were for owner-occupied real estate properties, which have historically resulted in lower net charge-off rates than non-
owner-occupied commercial real estate loans.
(Dollars in thousands)
Owner-occupied
December 31,
2023
$
1,175,476
Industrial
Office
Retail
Hotels
Multi-family
Farm
Senior living
Other
Total real estate - business
loans
% of Total
% of Total Loans
December 31,
2022
% of Total
% of Total Loans
31.6 %
17.0
13.2
9.9
7.9
6.9
5.3
4.9
3.3
6.8 % $
1,136,189
3.7
2.8
2.1
1.7
1.5
1.1
1.1
.8
478,534
497,601
322,971
230,972
308,156
195,920
131,217
105,421
33.3 %
14.0
14.6
9.5
6.8
9.0
5.8
3.9
3.1
7.0 %
2.9
3.1
2.0
1.4
1.9
1.2
.8
.6
630,713
489,320
366,693
292,941
256,657
195,981
183,778
127,747
$
3,719,306
100.0 %
21.6 % $
3,406,981
100.0 %
20.9 %
42
Information about the credit quality of the Company's business real estate loan portfolio as of December 31, 2023 and
December 31, 2022 is provided in the table below.
(Dollars in thousands)
December 31, 2023
Pass
Special Mention
Substandard
Non-Accrual
Total
Owner-occupied
$
1,146,112 $
10,376 $
18,928 $
60 $
1,175,476
Industrial
Office
Retail
Hotels
Multi-family
Farm
Senior living
Other
Total
630,644
489,320
349,321
282,105
255,507
195,981
69,379
127,505
69
—
15,500
9,253
1,150
—
—
242
—
—
1,872
1,583
—
—
114,399
—
—
—
—
—
—
—
—
—
630,713
489,320
366,693
292,941
256,657
195,981
183,778
127,747
$
3,545,874 $
36,590 $
136,782 $
60 $
3,719,306
December 31, 2022
Owner-occupied
$
1,129,343 $
Industrial
Office
Retail
Hotels
Multi-family
Farm
Senior living
Other
Total
478,534
494,169
321,041
174,558
286,202
195,685
23,514
105,144
632 $
—
3,432
—
9,725
1,975
177
—
277
6,084 $
130 $
1,136,189
—
—
1,930
46,689
19,979
—
107,702
—
—
—
—
—
—
58
1
—
478,534
497,601
322,971
230,972
308,156
195,920
131,217
105,421
$
3,208,190 $
16,218 $
182,384 $
189 $
3,406,981
Revolving Home Equity Loans
The Company has revolving home equity loans that are generally collateralized by residential real estate. Most of these
loans (91.9%) 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 portfolio balance at December 31, 2023 was 785. 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 17.3% of the Company's current
outstanding balances are expected to mature. Of these balances, 84.0% 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,
2023
293,847
$
New Lines
Originated
During 2023
91.9 % $ 230,809
*
Unused Portion
of Available
Lines at
December 31,
2023
*
Balances
Over 30 Days
Past Due
*
72.2 % $
876,328
273.9 % $
3,752
30,231
2,053
32,284
9.5
0.6
10.1 % $
10,125
195
10,320
3.2
.1
3.2 % $
45,523
2,151
47,674
14.2
0.7
14.9 % $
604
—
604
319,894
$ 237,719
$
899,980
$
$
*
1.2 %
.2
—
.2 %
* Percentage of total principal outstanding of $319.9 million at December 31, 2023.
43
(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,
2022
271,772
$
New Lines
Originated
During 2022
91.4 % $ 232,767
*
Unused Portion
of Available
Lines at
December 31,
2022
*
Balances
Over 30 Days
Past Due
*
78.3 % $
822,413
276.7 % $
1,757
30,110
2,288
32,398
10.1
0.8
10.9 % $
18,229
820
19,049
6.1
.3
6.4 % $
49,154
2,469
51,623
16.5
0.8
17.4 % $
97
16
113
297,207
$ 244,310
$
846,361
$
$
*
.6 %
—
—
— %
* Percentage of total principal outstanding of $297.2 million at December 31, 2022.
Consumer Loans
The Company's consumer loans totaled $2.1 billion and comprised 12% of total loans outstanding at December 31, 2023.
Within the consumer loan portfolio are several direct and indirect product lines comprised mainly of loans secured by
automobiles, motorcycles, marine, and RVs. Auto loans comprised 39% of the consumer loan portfolio at December 31, 2023,
and outstanding balances in the auto loan portfolio were $820.3 million and $798.6 million at December 31, 2023 and 2022,
respectively. The balances over 30 days past due amounted to $9.5 million at December 31, 2023, compared to $9.9 million at
the end of 2022, and comprised 1.2% of the outstanding balances of these loans at both December 31, 2023 and 2022. For the
year ended December 31, 2023, $364.9 million of new auto loans were originated, compared to $329.3 million during 2022. At
December 31, 2023, the automobile loan portfolio had a weighted average FICO score of 756, and net charge-offs on auto loans
were .5% of average auto loans.
The Company's consumer loan portfolio also includes fixed rate home equity loans, typically for home repair or remodeling,
and these loans comprised 11% of the consumer loan portfolio at December 31, 2023. Losses on these loans have historically
been low, and the Company had net recoveries of $68 thousand in 2023. Private banking loans comprised 32% of the consumer
loan portfolio at December 31, 2023. The Company's private banking loans are generally well-collateralized and at
December 31, 2023 were secured primarily by assets held by the Company's trust department. The remaining portion of the
Company's consumer loan portfolio is comprised of health services financing, motorcycles, marine and RV loans. Net charge-
offs on private banking, health services financing, motorcycle and marine and RV loans totaled $2.4 million in 2023 and
were .3% of the average balances of these loans at December 31, 2023.
Consumer Credit Card Loans
The Company offers low introductory rates on selected consumer credit card products. Out of a portfolio at December 31,
2023 of $589.9 million in consumer credit card loans outstanding, approximately $114.8 million, or 19.5%, carried a low
promotional rate. Within the next six months, $47.8 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 promotional feature, 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.
Oil and Gas Energy Lending
The Company's energy lending portfolio was comprised of lending to the petroleum and natural gas sectors and totaled
$272.0 million at December 31, 2023, a decrease of $24.4 million from year end 2022, as shown in the table below.
(In thousands)
Extraction
Mid-stream shipping and storage
Downstream distribution and refining
Support activities
Total energy lending portfolio
December 31, 2023
$
219,828 $
35,505
8,890
7,811
272,034 $
December 31, 2022
Unfunded
commitments at
December 31, 2023
235,933 $
43,432
7,675
9,387
296,427 $
125,445
99,026
11,290
5,027
240,788
$
44
Investment Securities Analysis
Investment securities are comprised of securities that are classified as available for sale, equity, trading or other. The largest
component, available for sale debt securities, decreased 20.6% during 2023 to $10.9 billion (excluding unrealized gains/losses
in fair value) at year end 2023. During 2023, debt securities of $138.8 million were purchased, which included $100.3 million
in U.S. government and federal agency obligations and $37.6 million in government-sponsored enterprise obligations. Total
sales, maturities and pay downs of available for sale debt securities were $3.0 billion during 2023. During 2024, maturities and
pay downs of approximately $1.8 billion are expected to occur. The Company's tax-exempt investment portfolio is primarily
comprised of tax-exempt municipal bonds. In 2023 the Company's tax-exempt investment portfolio represented 30% of the
Company's total state and municipal investment portfolio, as compared to 50% in 2022. The average tax equivalent yield
earned on total investment securities was 2.29% in 2023 and 2.15% in 2022.
At December 31, 2023, the fair value of available for sale securities was $9.7 billion, which included a net unrealized loss in
fair value of $1.2 billion, compared to a net unrealized loss of $1.5 billion at December 31, 2022. The overall unrealized loss in
fair value at December 31, 2023 included net losses of $24.8 million is U.S. government and federal agency obligations, net
losses of $149.2 million in state and municipal securities, and net losses of $987.1 million in mortgage and asset-backed
securities. For the year ended December 31, 2023, the Company did not recognize a credit loss expense on any available for
sale debt securities.
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
December 31
2023
2022
$
841,267 $
1,078,807
55,658
55,729
1,346,633
1,965,028
4,621,821
5,087,893
1,331,288
1,423,469
2,200,712
3,588,025
507,386
539,255
$
10,904,765 $
13,738,206
$
816,514 $
1,035,406
43,962
43,108
1,197,419
1,767,109
3,901,346
4,308,427
1,157,898
1,211,607
2,107,485
3,397,801
460,136
474,858
Total available for sale debt securities
$
9,684,760 $
12,238,316
At December 31, 2023, the available for sale portfolio included $3.9 billion of agency mortgage-backed securities, which
are collateralized bonds issued by agencies including FNMA, GNMA, FHLMC, FHLB, and Federal Farm Credit Banks. Non-
agency mortgage-backed securities totaled $1.2 billion and included $336.0 million collateralized by commercial mortgages
and $821.9 million collateralized by residential mortgages at December 31, 2023.
At December 31, 2023, U.S. government obligations included TIPS of $404.4 million, at fair value. Other debt securities
include corporate bonds, notes and commercial paper.
45
The types of securities held in the available for sale security portfolio at year end 2023 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, 2023
Percent of Total
Debt Securities
Weighted
Average Yield
Estimated Average
Maturity*
8.4 %
1.19 %
2.3 years
0.5
12.2
40.3
12.0
21.8
4.8
2.38
1.78
2.10
2.37
2.33
1.91
12.4
7.0
6.9
5.9
1.9
4.8
Equity securities include common and preferred stock with readily determinable fair values that totaled $5.7 million at
December 31, 2023, compared to $6.2 million at December 31, 2022.
Other securities totaled $222.5 million at December 31, 2023 and $225.0 million at December 31, 2022. 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 in other securities 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
Equity method investments
Private equity investments in debt securities
Private equity investments in equity securities
Total other securities
December 31
2023
2022
$
35,166 $
10,640
—
67,322
109,345
$
222,473 $
34,795
10,678
1,434
66,899
111,228
225,034
In addition to its holdings in the investment securities portfolio, the Company invests in securities purchased under
agreements to resell, which totaled $450.0 million at December 31, 2023 and $825.0 million at December 31, 2022. Of the
total resale agreements outstanding at December 31, 2023, $325.0 million mature in 2024 and $125.0 million mature in 2025.
The resale agreements 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 $479.0 million in marketable
investment securities at December 31, 2023. The average rate earned on these agreements during 2023 was 1.9%, compared to
1.5% in 2022.
At December 31, 2022, the Company also held offsetting repurchase and resale agreements totaling $200.0 million, which
are further discussed in Note 20 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 matured in 2023 and earned an average of 30 basis points during 2023, compared to 29 basis points in 2022.
46
Deposits and Borrowings
Deposits, including both individual and corporate customer deposits, are the primary funding source for the Bank and are
acquired from a broad base of local markets. Total period-end deposits were $25.4 billion at December 31, 2023, compared to
$26.2 billion last year, reflecting a decrease of $823.5 million, or 3.1%.
Average deposits decreased $2.8 billion, or 9.9%, in 2023 compared to 2022, resulting from decreases of $6.1 billion and
$2.7 billion in money market account balances and business demand deposits, respectfully. Partially offsetting these decreases
were increases in interest checking and certificate of deposit account balances of $4.7 billion and $1.4 billion, respectively.
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
2023
2022
31.4 %
57.2
3.7
7.7
100.0 %
38.4 %
57.8
1.5
2.3
100.0 %
Core deposits, which include non-interest bearing, interest checking, savings, and money market deposits, supported 72%
and 81% of average earning assets in 2023 and 2022, respectively. Average balances by major deposit category for the last six
years are disclosed in the Average Balance Sheets section of Management's Discussion and Analysis of Financial Condition and
Results of Operations. A maturity schedule of all certificates of deposits outstanding at December 31, 2023 is included in Note
7 on Deposits in the consolidated financial statements.
Total uninsured deposits were calculated using the same methodology that the Company uses to determine uninsured
deposits for regulatory reporting and amounted to $10.8 billion and $11.0 billion at December 31, 2023 and December 31,
2022. The following table shows a detailed breakdown of the maturities of uninsured certificates of deposit at December 31,
2023. The Company estimated the uninsured deposits in the following table by aggregating all deposit balances by customer
and assuming federal deposit insurance would first apply to demand deposits, followed by savings deposits, and lastly to time
deposits (beginning with the earliest maturity deposits).
(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
Uninsured Certificates of Deposit
at December 31, 2023
$
$
957,796
234,012
246,055
96,924
1,534,787
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, 2023 were $2.9 billion, comprised of federal funds purchased of $261.3 million and repurchase agreements of
$2.6 billion. Compared to balances at December 31, 2022, December 31, 2023 balances of federal funds purchased increased
$101.4 million and repurchase agreements outstanding decreased $34.4 million. On an average basis, these borrowings
increased $400.4 million, or 16.4%, during 2023, due to an increase of $412.5 million in average federal funds purchased and a
decrease of $12.2 million (average) in repurchase agreements. The average rates paid on federal funds purchased and
repurchase agreements were 5.1% and 3.12%, respectively, during 2023, compared to rates of 2.21% on federal funds
purchased and 1.02% paid on repurchase agreements during 2022.
In addition to the funding sources above, the Company may borrow from the FHLB on a short-term basis or long-term basis.
During 2023, the Company had average short-term borrowings from the FHLB of $756.4 million. All of the short-term
borrowings were repaid by the Company before December 31, 2023, and the average rate paid on the FHLB borrowings during
2023 was 5.22%. During 2022, the Company had average short-term borrowings from the FHLB of $45.1 million. All of the
47
short-term borrowings were repaid by the Company before December 31, 2022, and the average rate paid on the FHLB
borrowings was 4.02%. The Company did not borrow any long-term funds from the FHLB during 2023 or 2022.
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 or to replace
deposit runoff during periods of stress and uncertainty in the banking industry. The Company manages its liquidity position
through a variety of actions and sources including:
•
•
•
•
•
A portfolio of liquid investments with overnight maturities,
A portfolio of liquid available for sale debt securities,
A diversified customer deposit base spread across three business segments,
Access to the brokered certificate of deposit market,
A loan to deposit ratio lower than industry average,
• Maintaining excellent debt ratings from both Standard & Poor's and Moody's national rating services,
•
•
Available borrowing capacity of unsecured, overnight federal funds purchased, and
Available borrowing capacity from the FHLB and Federal Reserve Bank.
The Company’s most liquid assets include balances at the Federal Reserve Bank, federal funds sold, available for sale debt
securities, and securities purchased under agreements to resell. At December 31, 2023 and 2022, such assets were as follows:
(In thousands)
Balances at the Federal Reserve Bank
Federal funds sold
Securities purchased under agreements to resell
Available for sale debt securities
Total
2023
2022
$
2,239,010 $
5,025
450,000
389,140
49,505
825,000
9,684,760
12,378,795 $
12,238,316
13,501,961
$
Interest earning balances at the Federal Reserve Bank, which have overnight maturities and are used for general liquidity
purposes, totaled $2.2 billion at December 31, 2023. There were $5.0 million federal funds sold at December 31, 2023, which
are funds lent to the Company’s correspondent bank customers with overnight maturities. The fair value of the available for sale
debt portfolio was $9.7 billion at December 31, 2023 and included an unrealized loss of $1.2 billion. The total net unrealized
loss included net losses of $987.1 million on mortgage-backed and asset-backed securities, $149.2 million on state and
municipal obligations, and $47.3 million on other debt securities.
Resale agreements totaled $450.0 million at December 31, 2023, with $325.0 million of the agreements maturing in the first
quarter of 2024 and $125.0 million maturing in the first quarter of 2025. Under these agreements, the Company lends funds to
upstream financial institutions and holds marketable securities, safe-kept by a third-party custodian, as collateral. This
collateral totaled $479.0 million in fair value at December 31, 2023.
48
The available for sale debt securities portfolio has a diverse mix of high quality and liquid investment securities with a
duration of 4.1 years. Approximately $1.8 billion of the available for sale debt portfolio is expected to mature or pay down
during 2024, and these funds offer substantial resources to meet either new loan demand or offset potential reductions in the
Company’s deposit funding base. The Company pledges portions of its investment securities portfolio to secure public fund
deposits, securities sold under agreements to repurchase, trust funds, letters of credit issued by the FHLB, and borrowing
capacity at the FHLB and the Federal Reserve Bank. At December 31, 2023 and 2022, total investment securities pledged for
these purposes were as follows:
(In thousands)
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
2023
2022
$
2,636,523 $
301,617
11,469
1,817
2,710,616
2,950,240
1,818,092
1,772,974
7,466,848
4,736,500
2,211,243
6,545,695
6,669
956,121
Total available for sale debt securities, at fair value
$
9,684,760 $
12,238,316
* Includes securities pledged for collateral swaps, as discussed in Note 20 to the consolidated financial statements
The average loans to deposits ratio is a measure of a bank's liquidity, and the Company’s average loans to deposits ratio was
66.3% for the year ended December 31, 2023. Core customer deposits, defined as non-interest bearing, interest checking,
savings, and money market deposit accounts, totaled $22.5 billion and represented 88.7% of the Company’s total deposits at
December 31, 2023. 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. Core deposits decreased $2.7 billion
at year end 2023 compared to year end 2022, primarily due to decreases in consumer and commercial deposits of $1.6 billion
and $935 million, respectively. While the Company considers core consumer and wealth management deposits less volatile,
corporate deposits could decline if interest rates increase significantly, encouraging corporate customers to increase investing
activities, or if the economy deteriorates and companies experience lower cash inflows, reducing deposit balances. If these
corporate deposits decline, the Company's funding needs may be met by liquidity supplied by investment security maturities
and pay downs expected to total $1.8 billion over the next year, as noted above. In addition, as shown in the table of collateral
available for future advances below, the Company has borrowing capacity of $6.8 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
2023
2022
$
7,975,935 $
10,066,356
7,020,134
1,854,336
7,492,139
13,272,645
$
22,488,208 $
25,193,337
Certificates of deposit of $100,000 or greater totaled $1.9 billion at December 31, 2023. These deposits are normally
considered more volatile and higher costing, and comprised 7.7% of total deposits at December 31, 2023.
Amid the banking sector's period of uncertainty during the second quarter of 2023, the Company issued several tranches of
short-term brokered certificates of deposit totaling $1.2 billion, which all matured by December 31, 2023. While it is not clear
how many brokered certificates of deposit the market would allow the Company to issue, the Company believes brokered
certificates of deposits may be an additional, reliable source of liquidity during periods of stress in the banking industry.
49
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
2023
2022
$
261,305 $
2,647,510
1,404
159,860
2,681,874
9,672
$
2,910,219 $
2,851,406
Federal funds purchased, which totaled $261.3 million at December 31, 2023, are unsecured overnight borrowings obtained
mainly from upstream correspondent banks with which the Company maintains approved lines of credit. At December 31,
2023, the Company had approved lines of credit totaling $4.0 billion. Since these borrowings are unsecured and limited by
market trading activity, their availability may be less certain than collateralized sources of borrowings. 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, 2023 were comprised of non-insured customer
funds totaling $2.6 billion, and securities pledged as collateral for these retail agreements totaled $2.7 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, 2023.
(In thousands)
Total collateral value established by FHLB and FRB
Letters of credit issued
Available for future advances
December 31, 2023
FHLB
Federal Reserve
Total
$
$
2,521,750 $
4,877,381 $
7,399,131
(639,525)
—
(639,525)
1,882,225 $
4,877,381 $
6,759,606
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
Rating outlook
Commerce Bank
Issuer rating
Baseline credit assessment
Short-term rating
Rating outlook
Standard & Poor’s
Moody’s
A-
Stable
A
A-1
Stable
A3
a2
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.
50
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 $1.8 billion in 2023, as reported in the consolidated statements of cash flows. Operating
activities, consisting mainly of net income adjusted for certain non-cash items, provided cash flow of $488.8 million and has
historically been a stable source of funds. Investing activities provided cash of $2.2 billion. Sales and maturities proceeds (net
of purchases) of investment securities provided cash of $2.8 billion, repayments of securities purchased under agreements to
resell (net of securities purchased under agreements to resell) provided cash of $375.0 million, and a net increase in the loan
portfolio used cash of $933.7 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 2023, financing activities used cash of $883.1 million. This decrease in cash was largely driven by a decline in
deposits, which used cash of $730.8 million. The Company paid cash dividends of $134.7 million on common stock, and
treasury stock purchases used cash of $76.4 million during 2023. Federal funds purchases and short-term securities sold under
agreements to repurchase provided cash of $67.1 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.
Cash outflows resulting from the Company’s transactions in its common stock were as follows:
(In millions)
Purchases of treasury stock
Common cash dividends paid
Cash used
2023
2022
2021
$
$
76.4 $
134.7
211.1 $
186.6 $
127.5
314.1 $
129.4
122.7
252.1
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
2023
2022
2021
$
$
280.0 $
47.8
327.8 $
300.0 $
38.6
338.6 $
340.0
36.3
376.3
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, 2023, the Parent’s investment securities totaled $16.5 million at fair value,
consisting mainly of corporate bonds and preferred stock. 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 2023 or 2022.
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.
Material Cash Requirements, Contractual Obligations, Commitments, and Off-Balance Sheet Arrangements
The Company's material cash requirements include commitments for contractual obligations (both short-term and long-
term), commitments to extend credit, and off-balance sheet arrangements. The Company's material cash requirements for the
next 12 months are primarily to fund loan growth. Additionally, the Company will utilize cash to fund deposit maturities and
withdrawals that may occur in the next 12 months. Other contractual obligations, purchase commitments, lease obligations, and
unfunded commitments may require cash payments by the Company within the next 12 months, and these, along with longer-
term obligations, are discussed below.
51
A table summarizing contractual cash obligations of the Company at December 31, 2023, and the expected timing of these
payments follows:
(In thousands)
Operating lease obligations
Purchase obligations
Certificates of Deposit*
Total
*Includes principal payments only.
In One Year or
Less
Payments Due by Period
After One Year
Through Three
Years
After Three Years
Through Five
Years
After Five Years
Total
$
6,393 $
271,288
2,647,310
8,475 $
442,052
214,803
7,124 $
135,445
13,577
12,861 $
77,485
—
34,853
926,270
2,875,690
$
2,924,991 $
665,330 $
156,146 $
90,346 $
3,836,813
In the normal course of business, various commitments and contingent liabilities arise that are not required to be recorded on
the balance sheet. The most significant of these are loan commitments totaling $14.5 billion (including approximately $5.4
billion in unused, approved credit card lines) and the contractual amount of standby letters of credit totaling $590.6 million at
December 31, 2023. As many commitments expire unused or only partially used, these totals do not necessarily reflect future
cash requirements. The allowance for these commitments is recorded in the Company’s liability for unfunded lending
commitments within other liabilities on its consolidated balance sheets. At December 31, 2023, the liability for unfunded
commitments totaled $25.2 million. See further discussion of the liability for unfunded lending commitments in Note 2 to the
consolidated financial statements.
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 2023, 2022 or 2021, and the Company is not
required nor does it expect to make a contribution in 2024.
The Company has investments in low-income housing partnerships generally 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 3 to 19 years. At December 31, 2023, the
investments totaled $76.6 million and are recorded as other assets in the Company’s consolidated balance sheet. Unfunded
commitments, which are recorded as liabilities, amounted to $48.4 million at December 31, 2023.
The Company regularly purchases various state tax credits arising from third-party property redevelopment. These credits
are either resold to third parties for a profit or retained for use by the Company. During 2023, purchases and sales of tax credits
amounted to $112.1 million and $54.0 million, respectively. Income from the sales of tax credits were $3.1 million, $5.4
million and $4.5 million in 2023, 2022 and 2021, respectively. At December 31, 2023, the Company had outstanding purchase
commitments totaling $187.1 million that it expects to fund in 2024. These commitments, along with the commitments for the
next five years, are included in the table above.
Through the various sources of liquidity described above, the Company maintains a liquidity position that it believes will
adequately satisfy its financial obligations.
52
Capital Management
Under Basel III capital guidelines, at December 31, 2023 and 2022, 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.
Minimum
Capital
Requirement
Capital
Conservation
Buffer
Minimum
Ratios
Requirement
including
Capital
Conservation
Buffer
Minimum
Ratios for
Well-
Capitalized
Banks*
(Dollars in thousands)
Risk-adjusted assets
Tier I common risk-based capital
Tier I risk-based capital
Total risk-based capital
2023
2022
$ 24,216,527
$ 24,178,423
3,693,089
3,693,089
3,881,024
3,417,223
3,417,223
3,600,920
Tier I common risk-based capital ratio
15.25%
14.13%
4.50%
2.50%
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
* Under Prompt Corrective Action requirements
15.25
16.03
11.25
8.85
28.24
14.13
14.89
10.34
7.32
26.10
6.00
8.00
4.00
2.50
2.50
N/A
8.50
10.50
4.00
8.00
10.00
5.00
The Company is subject to a 2.5% capital conservation buffer, which is an amount above the minimum ratios under capital
adequacy guidelines, and is intended to absorb losses during periods of economic stress. Failure to maintain the buffer will
result in constraints on dividends, share repurchases, and executive compensation.
In the first quarter of 2020, the interim final rule of the Federal Reserve Bank and other U.S. banking agencies became
effective, providing banks that adopted CECL (ASU 2016-13) during the 2020 calendar year the option to delay recognizing the
estimated impact on regulatory capital until after a two year deferral period, followed by a three year transition period. In
connection with the adoption of CECL on January 1, 2020, the Company elected to utilize this option. As a result, the two year
deferral period for the Company extended through December 31, 2021. Beginning on January 1, 2022, the Company was
required to phase in 25% of the previously deferred estimated capital impact of CECL, with an additional 25% to be phased in
at the beginning of each subsequent year until fully phased in by the first quarter of 2025.
The Company maintains a treasury stock buyback program under authorizations by its Board of Directors and periodically
purchases stock in the open market. During 2022, the Company purchased 2.7 million shares, and during 2023 the Company
purchased 1.4 million shares. At December 31, 2023, 1.8 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 7.1% in
2023 compared with 2022, and the Company increased its first quarter 2024 cash dividend 5.1%, making 2024 the Company's
56th consecutive year of regular cash dividend increases. The Company also distributed its 30th consecutive annual 5% stock
dividend in December 2023.
53
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.
The Company’s main interest rate measurement tool, income simulation, 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 show the effects of gradual shifts in interest rates over a twelve month period on the Company’s net
interest income versus the Company's net interest income in a flat rate scenario. The simulation presents three rising rate
scenarios and three falling rate scenarios and in each scenario, rates are assumed to change evenly over 12 months. In these
scenarios, the current balance sheet is held constant.
The Company utilizes this simulation for monitoring interest rate risk. While the future effects of rising and falling rates on
deposit balances cannot be known, the Company maintains a practice of running multiple rate scenarios to better understand
interest rate risk and its effect on the Company’s performance.
December 31, 2023
September 30, 2023
(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
100 basis points falling
200 basis points falling
300 basis points falling
(13.4)
(13.1)
(6.9)
(2.6)
(15.4)
(32.9)
(1.32) % $
(1.29)
(.68)
(0.26)
(1.52)
(3.24)
$
—
—
—
—
—
—
(20.6)
(17.7)
(9.1)
(0.6)
(11.0)
(27.0)
(2.08) % $
(1.79)
(.92)
(0.06)
(1.11)
(2.71)
—
—
—
—
—
—
Under the simulation, in the three rising rate scenarios interest rate risk is less rate sensitive and in the three falling rate
scenarios interest rate risk is more rate sensitive than the previous quarter. This is mainly due to a change in the funding mix.
The Company has less wholesale borrowings, which are more rate sensitive, and higher deposits, which are less rate sensitive.
Deposits are held constant for this simulation in both the current and previous quarters.
54
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, 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 cash flows.
In addition to using derivatives to manage interest rate risk, the Company enters into foreign exchange derivative
instruments as an accommodation to customers and offsets the related foreign exchange risk by entering into offsetting third-
party forward contracts with approved, reputable counterparties. This trading activity is managed within a policy of specific
controls and limits.
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 only enters into transactions 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, 2023 and 2022. 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. All of these derivative
instruments utilized by the Company are further discussed in Note 19 on Derivative Instruments in the consolidated financial
statements.
2023
2022
Notional
Amount
Positive Fair
Value
Negative Fair
Value
Notional
Amount
Positive Fair
Value
Negative Fair
Value
$ 2,166,393
$
35,816
$
(35,816)
$ 1,981,821
$
23,894
$
(51,742)
(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
2,000,000
336,682
78,960
1,391
653,887
30,401
3,004
1,349
77
534
89
8
Forward TBA contracts
Total at December 31
3,000
$ 5,194,716
1
116,876
$
$
Operating Segments
—
(1,391)
(194)
(479)
(1)
—
(18)
(37,899)
1,000,000
152,784
579,925
27,991
—
—
33,371
2,705
34
488
—
—
—
(2,705)
(119)
(418)
—
—
—
$ 3,742,521
$
—
60,492
$
—
(54,984)
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 13 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 credit
55
losses”) directly to each operating segment instead of allocating an estimated credit loss provision. The operating segments also
include a number of allocations of income and expense from various support and overhead centers within the Company.
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, 2023:
Net interest income
Provision for credit losses
Non-interest income
Investment securities gains (losses),
net
$ 413,856
$ 482,389
$
73,251
$ 969,496
$
28,633
$ 998,129
(27,459)
99,910
(3,513)
(28)
246,183
218,241
(31,000)
564,334
(4,451)
8,711
(35,451)
573,045
—
—
—
—
14,985
14,985
Non-interest expense
(326,838)
(391,980)
(157,679)
(876,497)
(54,485)
(930,982)
Income before income taxes
$ 159,469
$ 333,079
$ 133,785
$ 626,333
$
(6,607)
$ 619,726
Year ended December 31, 2022:
Net interest income
Provision for loan losses
Non-interest income
Investment securities gains (losses),
net
$ 366,749
$ 452,686
$
74,416
$ 893,851
$
48,334
$ 942,185
(17,832)
106,538
(1,196)
(8)
224,890
213,388
(19,036)
544,816
(9,035)
1,719
(28,071)
546,535
—
—
—
—
20,506
20,506
Non-interest expense
(308,899)
(365,276)
(144,914)
(819,089)
(29,688)
(848,777)
Income before income taxes
$ 146,556
$ 311,104
$ 142,882
$ 600,542
$
31,836
$ 632,378
2023 vs 2022
Increase (decrease) in income before
income taxes:
Amount
Percent
$
12,913
$
21,975
$
(9,097)
$
25,791
$
(38,443)
$
(12,652)
8.8%
7.1%
(6.4) %
4.3%
(120.8) %
(2.0) %
Year ended December 31, 2021:
Net interest income
Provision for loan losses
Non-interest income
Investment securities gains (losses),
net
$ 348,565
$ 453,692
$
71,522
$ 873,779
$
(38,355)
$ 835,424
(23,224)
126,218
4,845
211,048
(52)
213,617
(18,431)
550,883
84,757
9,510
66,326
560,393
—
—
—
—
30,059
30,059
Non-interest expense
(299,998)
(329,313)
(136,356)
(765,667)
(40,234)
(805,901)
Income before income taxes
$ 151,561
$ 340,272
$ 148,731
$ 640,564
$
45,737
$ 686,301
2022 vs 2021
Increase (decrease) in income before
income taxes:
Amount
Percent
Consumer
$
(5,005)
$
(29,168)
$
(5,849)
$
(40,022)
$
(13,901)
$
(53,923)
(3.3) %
(8.6) %
(3.9) %
(6.2) %
30.4%
(7.9) %
The Consumer segment includes consumer deposits, consumer finance, and consumer debit and credit cards. During 2023,
income before income taxes for the Consumer segment increased $12.9 million, or 8.8%, compared to 2022. This increase was
due to growth in net interest income of $47.1 million, or 12.8%, partly offset by higher non-interest expense of $17.9 million, or
5.8%, an increase in the provision for credit losses of $9.6 million, or 54.0%, and a decline in non-interest income of $6.6
million, or 6.2%. Net interest income increased due to a $59.3 million increase in net allocated funding credits assigned to the
Consumer segment's loan and deposit portfolios and a $41.8 million increase in loan interest income, partly offset by an
increase of $54.0 million in deposit interest expense. Non-interest income decreased mainly due to lower deposit account fees
(mainly overdraft and return item fees) and mortgage banking revenue, partly offset by growth in net debit card fees. Non-
interest expense increased over the previous year mainly due to higher salaries and benefits expense, FDIC insurance expense,
data processing and software expense and allocated support costs for consumer administration and operations and information
technology. The provision for credit losses totaled $27.5 million, a $9.6 million increase over the prior year, which resulted
mainly from higher consumer credit card and personal loan net charge-offs. Total average loans in this segment increased
$127.4 million, or 3.4%, in 2023 compared to 2022 mainly due to increases in personal real estate loans and revolving and fixed
56
rate home equity loans. Average deposits decreased $1.2 billion, or 8.8%, from the prior year, resulting from declines in money
market, interest checking and savings deposit account balances, partly offset by growth in certificate of deposit account
balances.
During 2022, income before income taxes for the Consumer segment decreased $5.0 million, or 3.3%, compared to 2021.
This decrease was due to a decline in non-interest income of $19.7 million, or 23.2%, and higher non-interest expense of $8.9
million, or 3.0%. These decreases to income were partly offset by growth in net interest income of $18.1 million, or 5.2%, and
a decrease in the provision for credit losses of $5.4 million, or 23.2%. Net interest income increased due to an $18.7 million
increase in net allocated funding credits assigned to the Consumer segment's loan and deposit portfolios. Non-interest income
decreased mainly due to declines of $13.2 million in mortgage banking revenue and $4.0 million in overdraft and return item
fees. Non-interest expense increased over the prior year mainly due to higher occupancy expense, insurance expense and
allocated service and support costs (mainly bank card fraud operations and information technology), partly offset by lower
allocated service costs for branch employees and mortgage operations. The provision for credit losses totaled $17.8 million, a
$5.4 million decrease from 2021, which resulted mainly from lower credit card loan net charge-offs, slightly offset by higher
consumer loan net charge-offs. Total average loans in this segment decreased $145.3 million, or 3.8%, in 2022 compared to
2021 mainly due to declines in consumer credit card and auto loans. Average deposits increased $561.0 million, or 4.4%, over
2021, resulting from growth in personal demand, savings and interest checking and money market deposit account balances.
Commercial
The Commercial segment provides 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 correspondent banks, corporations, public institutions, municipalities, and individuals and also provides securities
safekeeping and bond accounting services. Pre-tax income for 2023 increased $22.0 million, or 7.1%, compared to 2022,
mainly due to increases net interest income and non-interest income, partly offset by increases in non-interest expense and the
provision for credit losses. Net interest income increased $29.7 million, or 6.6%, due to higher loan interest income of $272.9
million. This increase was partly offset by a decrease of $78.1 million in net allocated funding credits assigned to the
Commercial segment's loan and deposit portfolios and increases in interest expense on customer repurchase agreements and
deposits of $49.4 million and $116.4 million, respectively. Non-interest income increased $21.3 million, or 9.5%, over 2022
due to growth in net bank card fees (mainly corporate card and merchant fees), deposit account fees (mainly corporate cash
management fees), letter of credit fees and cash sweep commissions, partly offset by a decline in tax credit sales fees. Non-
interest expense increased $26.7 million, or 7.3%, mainly due to higher salaries and benefits expense, FDIC insurance expense
and allocated service and support costs (mainly bank operations, commercial payments and products and credit administration).
These increases were partly offset by lower allocated support costs for information technology. The provision for credit losses
increased $2.3 million over the same period last year, mainly due to higher business loan net charge-offs. Average segment
loans increased $1.0 billion, or 10.4%, compared to 2022, mainly due to increases in business, business real estate, and
construction loans. Average deposits decreased $1.6 billion, or 13.1%, mainly due to declines in business demand and money
market deposit account balances, partly offset by increases in interest checking and certificate of deposit account balances.
Pre-tax income for 2022 decreased $29.2 million, or 8.6%, compared to 2021, mainly due to increases in non-interest
expense and the provision for credit losses, partly offset by an increase in non-interest income. Net interest income decreased
$1.0 million, or .2%, due to a $21.4 million decrease in net allocated funding credits, coupled with higher interest expense on
customer repurchase agreements and deposits of $22.6 million and 18.5 million, respectively. The decreases were partly offset
by a $61.2 million increase in loan interest income. The provision for credit losses increased $6.0 million due to net charge-offs
recorded on business loans in 2022 compared to net recoveries recorded in 2021. Non-interest income increased $13.8 million,
or 6.6%, over 2021 due to higher net bank card fees (mainly corporate card), deposit account fees (mainly corporate cash
management fees), and higher cash sweep commissions. These increases were partly offset by lower capital market fees. Non-
interest expense increased $36.0 million, or 10.9%, during 2022, mainly due to higher salaries and benefits expense, data
processing and software expense, travel and entertainment expense, and allocated service and support costs (mainly bank
operations expense, branch employee expense, and commercial banking expense). Average segment loans decreased $216.9
million, or 2.1%, compared to 2021, mainly due to a decline in business loans, partly offset by increases in business real estate
and construction loans. Average deposits decreased $49.4 million, or .4%, mainly due to declines in business demand and
certificate of deposit account balances, offset by increases in interest checking and money market deposit account balances.
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, 2023, the Trust group managed
investments with a market value of $41.2 billion and administered an additional $27.7 billion in non-managed assets. It also
57
provides investment management services to The Commerce Funds, a series of mutual funds with $2.6 billion in total assets at
December 31, 2023. In 2023, pre-tax income for the Wealth segment was $133.8 million, compared to $142.9 million in 2022,
a decrease of $9.1 million, or 6.4%. Net interest income decreased $1.2 million, or 1.6%, mainly due to a $26.2 million
increase in deposit interest expense and a $7.2 million decline in net allocated funding credits assigned to the Wealth segment's
loan and deposit portfolios, partly offset by a $32.3 million increase in loan interest income. Non-interest income increased
$4.9 million, or 2.3%, over the prior year mainly due to higher private client trust fees and cash sweep commissions, partly
offset by lower brokerage fees (mainly annuity fees). Non-interest expense increased $12.8 million, or 8.8%, mainly due to
higher salaries and benefits expense and the deconversion costs previously mentioned. The provision for credit losses increased
$20 thousand over the prior year. Average assets increased $54.9 million, or 3.0%, during 2023 mainly due to higher personal
real estate loan balances, partly offset by lower business and fixed rate home equity loan balances. Average deposits decreased
$427.4 million, or 15.2%, due to declines in interest checking and money market deposit account balances, partly offset by
growth in certificate of deposit account balances.
In 2022, pre-tax income for the Wealth segment was $142.9 million, compared to $148.7 million in 2021, a decrease of $5.8
million, or 3.9%. Net interest income increased $2.9 million, or 4.0%, mainly due to a $16.4 million increase in loan interest
income, partly offset by a $12.5 million decrease in net allocated funding credits and a $1.0 million increase in deposit interest
expense. Non-interest income decreased $229 thousand, or .1%, from the prior year due to higher cash sweep commissions and
brokerage fees, partly offset by lower mortgage banking revenue and trust fees. Non-interest expense increased $8.6 million, or
6.3%, resulting from higher salaries and benefits expense, travel and entertainment expense, and marketing expense. The
provision for credit losses decreased $44 thousand, mainly due to net recoveries on revolving home equity loans. Average
assets increased $253.3 million, or 16.0%, during 2022 mainly due to higher personal real estate and consumer loan balances.
Average deposits decreased $161.0 million, or 5.4%, due to a decline in interest checking and money market deposit account
balances.
The segment activity, as shown above, includes both direct and allocated items. Amounts in the “Other/Elimination”
column include the activity of various support and overhead operating units of the Company, in addition to the investment
securities portfolio, brokered deposits and other items not allocated to the segments. In accordance with the Company's transfer
pricing procedures, the difference between the total provision and total net charge-offs/recoveries is not allocated to a business
segment and is included in this category. In 2023, the pre-tax net loss in this category was $6.6 million, compared to net
income of $31.8 million in 2022. Unallocated securities gains were $15.0 million in 2023, compared to securities gains of
$20.5 million in 2022. Additionally, non-interest expense increased $24.8 million and net interest income decreased $19.7
million. These decreases were partly offset by a $7.0 million increase in non-interest income and a decrease in the provision for
credit losses of $4.6 million. The decrease in the unallocated provision for credit losses was primarily driven by a decrease in
the liability for unfunded lending commitments, partly offset by an increase in the provision for credit losses on loans, which
are both not allocated to the segments for management reporting purposes. Net charge-offs are allocated to segments when
incurred for management reporting purposes. For the year ended December 31, 2023, the Company's provision for credit losses
on unfunded lending commitments was a benefit $7.9 million, compared to a provision of $8.9 million in 2022. The provision
for credit losses on loans was $12.3 million in excess of net-charge offs in 2023, due to an increase in the allowance for credit
losses on loans, while the provision was $92 thousand higher than net charge-offs in 2022.
58
Impact of Recently Issued Accounting Standards
Reference Rate Reform The Financial Accounting Standards Board ("FASB") issued ASU 2020-04, "Reference Rate
Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting", in March 2020, and has
been followed by additional clarifying guidance related to derivatives that are modified as a result of reference rate reform. The
guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other
transactions affected by reference rate reform if they reference LIBOR or another reference rate expected to be discontinued
because of reference rate reform. Further, the guidance applies to derivative instruments that use an interest rate for margining,
discounting, or contract price alignment that is modified as a result of reference rate reform. The expedients and exceptions
provided by the new guidance do not apply to contract modifications made and hedging relationships entered into or evaluated
for effectiveness after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022. In
December 2022, the FASB issued ASU 2022-06 which extended the sunset date under Topic 848 to December 31, 2024. The
change is to align the temporary accounting relief guidance with the expected cessation date of LIBOR, which was postponed
by administrators in 2021 to June 2023, a year after the current sunset date of ASU 2020-04. The Company's LIBOR
Transition Steering Committee completed the Company's transition from LIBOR during the first half of 2023.
Disclosure Improvements The FASB issued ASU 2023-06, "Disclosure Improvements: Codification Amendments in
Response to the SEC's Disclosure Update and Simplification Initiative", in October 2023. The amendments in this Update
modify the disclosure or presentation requirements of a variety of topics in the Codification. Certain of the amendments
represent clarifications to or technical corrections of the current requirements. The effective date for each amendment will be
the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with
early adoption prohibited. The adoption is not expected to have a significant effect on the Company's consolidated financial
statements.
Segment Reporting The FASB issued ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable
Segment Disclosures", in November 2023. The amendments require disclosure of significant segment expenses and other
segment items on an annual and interim basis. Public entities are required to disclose significant expense categories and
amounts for each reportable segment, as well as the amount and a description of the composition of other segment items.
Significant expense categories are derived from expenses that are regularly provided to an entity’s chief operating decision-
maker (“CODM”), and included in a segment’s reported measures of profit or loss. Public entities are also required to disclose
the title and position of the CODM and explain how the CODM uses the reported measures of profit or loss in assessing
segment performance and deciding how to allocate resources. This Update requires interim disclosures of certain segment-
related disclosures that previously were only required annually. This Update requires annual disclosures for fiscal years
beginning January 1, 2024 and interim disclosures for fiscal years beginning January 1, 2025. Early adoption is permitted. The
Company is required to apply the amendments in this Update retrospectively to all prior periods presented in the financial
statements. Other than the inclusion of additional disclosures, the adoption of this ASU is not expected to have a significant
effect on the Company's consolidated financial statements.
Income Taxes The FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures",
in December 2023. The amendments in this Update require additional disclosures regarding the rate reconciliation and income
taxes paid. This Update also removed certain existing disclosure requirements. This Update is effective for annual periods
beginning January 1, 2025. Early adoption is permitted. The amendments in this Update should be applied on a prospective
basis, though retrospective application is permitted. Other than the inclusion of additional disclosures, the adoption is not
expected to have a significant effect 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 and risk committee, its committee on
compensation and human resources, and its committee on governance/directors. This information is available on the
Company’s investor relations website at investor.commercebank.com/overview/corporate-governance.
59
AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS
2023
Interest
Income/
Expense
Average
Balance
Average
Rates
Earned/Paid
Average
Balance
2022
Interest
Income/
Expense
Average
Rates
Earned/Paid
Average
Balance
2021
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
Securities purchased under agreements to resell
Interest earning deposits with banks
Total interest earning assets
Allowance for credit losses on loans
Unrealized gain (loss) on debt securities
Cash and due from banks
Premises 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
Securities sold under agreements to repurchase
Other borrowings(C)
Total borrowings
Total interest bearing liabilities
Non-interest bearing deposits
Other liabilities
Equity
Total liabilities and equity
Net interest margin (FTE)
$ 5,781,736 $ 326,498
117,238
1,473,797
214,091
3,577,093
110,729
2,979,014
121,310
2,096,517
22,775
302,967
77,223
561,103
—
4,923
989,864
16,777,150
583
5,692
5.65% $ 5,376,584 $ 198,238
61,893
7.95
133,909
5.99
94,878
3.72
84,044
5.79
12,625
7.52
64,832
13.76
—
—
650,419
5.90
637
10.24
1,229,977
3,205,061
2,841,626
2,075,781
280,242
547,071
5,645
15,561,987
7,754
3.69% $ 5,838,682 $ 186,968
40,702
5.03
104,329
4.18
92,267
3.34
76,361
4.05
9,823
4.51
64,274
11.85
—
—
574,724
4.18
880
8.22
1,144,741
3,005,943
2,797,635
2,009,577
286,064
577,411
4,335
15,664,388
21,524
24,921
1,683
31,280
128,875
58,318
9,590
1,968
2,988
23,115
282,738
659
13,649
103,248
1,390,741
2.49
2.65
2.06
2.07
2.13
1.85
4.79
24.26
9.60
2.29
5.29
1.94
5.27
4.37
1,001,979
63,436
1,518,835
6,237,225
2,732,093
518,549
41,092
12,317
240,808
12,366,334
12,464
702,110
1,960,185
31,823,935
(157,398)
(1,443,659)
304,610
454,360
958,767
$ 31,940,615
.05
1.11
3.85
4.11
1.44
5.10
3.12
5.22
3.83
1.86%
$ 1,464,639
13,099,305
1,005,938
1,486,403
17,056,285
756
145,636
38,690
61,057
246,139
25,265
73,164
39,496
137,925
384,064
495,798
2,343,835
757,288
3,596,921
20,653,206
8,252,096
375,855
2,659,458
$ 31,940,615
1,097,935
54,768
2,061,620
6,979,862
3,888,405
606,661
41,205
9,492
203,953
14,943,901
11,701
1,495,956
1,362,863
33,384,162
(141,341)
(922,259)
323,296
409,235
552,224
$ 33,605,317
$ 1,583,983
14,475,089
406,580
670,472
17,136,124
83,255
2,356,024
46,459
2,485,738
19,621,862
10,964,573
198,002
2,820,880
$ 33,605,317
41,095
1,293
47,121
135,920
58,716
11,811
1,129
2,578
21,103
320,766
412
22,647
15,098
1,009,979
3.74
2.36
2.29
1.95
1.51
1.95
2.74
27.16
10.35
2.15
3.52
1.51
1.11
3.03
740
24,359
1,469
3,898
30,466
1,836
24,022
1,840
27,698
58,164
.05
.17
.36
.58
.18
2.21
1.02
3.96
1.11
.30%
32,888
1,180
47,721
95,175
32,705
12,556
452
2,223
18,924
243,824
4
37,377
3,202
860,011
1,129
6,380
1,158
2,577
11,244
17
1,629
5
1,651
12,895
796,043
50,789
2,015,635
6,985,897
2,824,993
603,720
36,534
6,809
171,322
13,491,742
677
1,275,837
2,420,533
32,874,701
(188,758)
198,722
339,431
408,537
531,102
$ 34,163,735
$ 1,450,495
13,370,226
478,371
1,244,757
16,543,849
23,623
2,311,214
808
2,335,645
18,879,494
11,240,267
591,459
3,452,515
$ 34,163,735
$ 1,006,677
$ 951,815
$ 847,116
3.20%
3.56
3.47
3.30
3.80
3.43
11.13
—
3.67
4.09
4.13
2.32
2.37
1.36
1.16
2.08
1.24
32.65
11.05
1.81
.59
2.93
.13
2.62
.08
.05
.24
.21
.07
.07
.07
.62
.07
.07%
2.58%
.51%
Net yield on interest earning assets
Percentage increase (decrease) in net interest margin
(FTE) compared to the prior year
3.16%
5.76%
2.85%
12.36%
(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.E — A
VERAGE RATES AND
60
2020
Interest
Income/
Expense
Average
Balance
Average
Rates
Earned/Paid
Average
Balance
2019
Interest
Income/
Expense
Average
Rates
Earned/Paid
Average
Balance
2018
Interest
Income/
Expense
Average
Rates
Earned/Paid
Average Balance Five Year
Compound Growth Rate
Years Ended December 31
196,249
38,619
110,080
94,835
86,096
12,405
78,704
—
616,988
860
17,369
3,346
42,260
109,834
29,759
10,846
659
2,030
8,732
224,835
3
40,647
2,273
885,606
1,053
16,798
4,897
12,948
35,696
794
5,297
1,029
7,120
42,816
$ 6,387,410 $
956,999
2,959,068
2,619,211
1,967,133
334,866
668,810
3,351
15,896,848
18,685
780,903
105,069
1,562,415
5,733,398
1,467,496
444,489
30,321
4,206
133,391
10,261,688
278
849,998
1,115,551
28,143,048
(196,942)
292,898
343,516
399,228
634,949
$ 29,616,697
$ 1,123,413
11,539,717
585,695
1,358,389
14,607,214
126,203
1,840,276
126,585
2,093,064
16,700,278
8,890,263
715,033
3,311,123
$ 29,616,697
3.07%
4.04
3.72
3.62
4.38
3.70
11.77
—
3.88
4.60
2.22
3.18
2.70
1.92
2.03
2.44
2.17
48.26
6.55
2.19
1.08
4.78
.20
3.15
.09
.15
.84
.95
.24
.63
.29
.81
.34
.26%
202,308
49,702
127,635
85,604
92,414
18,204
93,754
—
669,621
1,209
20,968
4,557
38,362
123,806
37,478
9,017
886
1,792
8,466
245,332
55
15,898
6,698
938,813
1,021
38,691
6,368
26,945
73,025
5,332
24,083
952
30,367
103,392
$ 5,214,158 $
909,367
2,859,008
2,178,716
1,930,883
358,474
764,828
9,203
14,224,637
18,577
851,124
191,406
1,220,958
4,594,576
1,372,574
333,105
29,450
4,547
134,255
8,731,995
2,034
741,089
316,299
24,034,631
(160,212)
74,605
370,709
380,350
513,442
$ 25,213,525
918,896
$
10,607,224
610,807
1,396,760
13,533,687
247,126
1,574,972
43,919
1,866,017
15,399,704
6,376,204
360,587
3,077,030
$ 25,213,525
3.88%
5.47
4.46
3.93
4.79
5.08
12.26
—
4.71
6.51
2.46
2.38
3.14
2.69
2.73
2.71
3.01
39.41
6.31
2.81
2.70
2.15
2.12
3.91
.11
.36
1.04
1.93
.54
2.16
1.53
2.17
1.63
.67%
184,837
49,440
117,516
80,365
89,074
17,513
92,269
—
631,014
1,298
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
1,582
18,073
45
19,700
65,376
$ 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
921,759
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
82,179
1,431,965
1,747
1,515,891
14,918,172
6,728,971
247,520
2,771,572
$ 24,666,235
$
842,790
$
835,421
$
840,062
YI
2.99%
.88%
3.48%
(.55%)
3.72%
5.11
4.29
3.84
4.43
4.61
12.00
—
4.53
6.66
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
.11
.25
.53
1.31
.34
1.93
1.26
2.58
1.30
.44%
3.53%
9.58%
3.10%
8.79
5.49
7.31
.84
(4.42)
(6.10)
.60
3.80
(21.82)
1.68
(27.12)
1.49
8.21
13.42
8.78
10.69
(14.18)
16.04
7.03
(14.34)
.16
43.70
5.99
(.18)
66.43
(3.33)
5.75
16.94
5.30
11.05
3.90
10.77
5.92
4.94
43.25
10.36
236.82
18.86
6.72
4.17
8.71
(.82)
5.30%
(B) Interest income and yields are presented on a fully taxable-equivalent basis using a federal income tax rate of 21%. Loan interest income includes tax free
loan income (categorized as business loan income) which includes tax equivalent adjustments of $5,467,000 in 2023, $4,126,000 in 2022, $4,176,000 in
2021, $4,916,000 in 2020, $6,282,000 in 2019, and $5,931,000 in 2018. Investment securities interest income includes tax equivalent adjustments of
$3,983,000 in 2023, $6,874,000 in 2022, $7,546,000 in 2021, $8,042,000 in 2020, $7,845,000 in 2019, and $10,306,000 in 2018. These adjustments relate
to state and municipal obligations, trading securities, equity securities, and other securities.
(C) Interest expense of $903,000, $1,370,000, $29,000 and $14,000, which was capitalized on construction projects in 2023, 2022, 2021, and 2020,
respectively,is not deducted from the interest expense shown above.
61
QUARTERLY AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS
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, 2023
(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
Securities purchased under agreements
to resell
Interest earning deposits with banks
Total interest earning assets
Allowance for credit losses on loans
Unrealized gain (loss) on debt securities
Cash and due from banks
Premises and equipment – net
Other assets
Total assets
5,861
1,524
3,645
3,028
2,117
310
568
5
17,058
5
889
56
1,364
6,024
2,325
511
37
12
222
11,440
1
450
2,387
31,341
(162)
(1,596)
299
473
1,026
5.91% $
8.34
6.18
3.85
6.21
7.70
13.83
—
6.15
9.93
2.32
2.36
1.94
2.05
2.30
1.85
5.05
27.47
8.60
2.27
6.65
1.64
5.47
4.62
5,849
1,509
3,642
2,993
2,102
304
564
5
16,968
6
986
56
1,392
6,161
2,554
515
35
12
237
11,948
3
712
2,338
31,975
(158)
(1,458)
296
464
990
5.77% $
8.17
6.13
3.73
5.97
7.76
13.77
—
6.02
10.55
2.31
2.36
1.95
2.06
2.20
1.75
5.11
23.06
13.13
2.33
6.56
2.08
5.39
4.51
5,756
1,450
3,541
2,961
2,099
301
556
5
16,669
6
1,036
56
1,533
6,316
2,828
520
46
12
274
12,621
7
825
2,284
32,412
(159)
(1,331)
310
449
1,182
5.58% $
7.92
5.96
3.68
5.63
7.55
13.77
—
5.84
10.17
3.42
2.38
2.04
2.09
2.08
1.86
4.53
23.25
9.40
2.37
5.63
1.99
5.14
4.34
5,657
1,411
3,478
2,934
2,067
297
556
4
16,404
6
1,099
87
1,794
6,454
3,234
529
46
12
230
13,485
39
825
810
31,569
(150)
(1,387)
314
431
631
$
31,381
$
32,109
$
32,863
$
31,408
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
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 (FTE)
$
$
1,358
13,167
1,097
1,839
17,461
474
2,467
179
3,120
20,581
7,749
421
2,630
31,381
251
.05
$
1.57
4.21
4.55
1.93
5.40
3.25
5.45
3.71
2.20%
$
$
1,436
13,048
1,424
1,718
17,626
509
2,283
685
3,477
21,103
7,939
369
2,698
32,109
251
.05
$
1.33
4.32
4.37
1.76
5.33
3.20
5.30
3.93
2.12%
$
$
1,517
12,919
1,075
1,472
16,983
507
2,207
1,618
4,332
21,315
8,224
598
2,726
32,863
252
.05
.93
3.78
3.93
1.29
5.06
3.09
5.24
4.13
1.87%
$
$
$
1,550
13,266
415
903
16,134
494
2,419
551
3,464
19,598
9,115
112
2,583
31,408
253
Net yield on interest earning assets
3.17%
3.11%
3.12%
3.26%
(A) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%.
62
5.31%
7.33
5.65
3.61
5.31
7.03
13.68
—
5.56
10.30
1.90
3.21
2.26
2.06
2.01
1.93
4.59
23.24
7.11
2.18
5.09
1.94
4.67
4.00
.05
.61
1.39
2.98
.71
4.59
2.93
4.94
3.49
1.20%
— AVERAGE RATES AND YIELDS
Year ended December 31, 2022
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
(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
Securities purchased under agreements to
resell
Interest earning deposits with banks
Total interest earning assets
Allowance for credit losses on loans
Unrealized gain (loss) on debt securities
Cash and due from banks
Premises and equipment – net
Other assets
Total assets
5,478
1,269
3,301
2,887
2,090
294
559
7
15,885
7
1,056
56
1,991
6,606
3,714
561
44
10
219
14,257
28
1,174
640
31,991
(143)
(1,582)
327
419
593
4.68% $
6.80
5.15
3.45
4.77
5.89
12.64
—
5.03
10.09
2.01
2.36
2.29
1.88
1.96
1.89
3.81
28.44
6.67
2.07
4.27
2.36
3.69
3.59
5,318
1,289
3,258
2,844
2,102
281
550
4
15,646
7
1,113
56
2,053
6,848
3,871
587
36
9
209
14,782
13
1,379
980
32,807
(138)
(1,065)
311
409
538
3.94% $
5.27
4.40
3.36
4.17
4.82
12.05
—
4.37
8.80
4.51
2.36
2.27
1.93
1.62
1.93
2.74
27.11
7.09
2.18
2.77
1.72
2.25
3.21
5,384
1,225
3,164
2,826
2,071
272
538
6
15,486
8
1,119
56
2,126
7,158
4,038
643
44
9
195
15,388
4
1,704
1,249
33,839
(135)
(851)
315
402
522
3.16% $
4.09
3.70
3.27
3.62
3.69
11.32
—
3.72
8.14
4.93
2.39
2.30
1.99
1.35
1.97
2.46
26.90
22.38
2.36
1.79
1.03
.78
2.86
5,324
1,135
3,095
2,809
2,040
274
541
5
15,223
9
1,104
52
2,078
7,317
3,934
636
41
9
192
15,363
1
1,734
2,608
34,938
(150)
(174)
340
407
557
$
31,605
$
32,862
$
34,092
$
35,918
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
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 (FTE)
$
$
1,567
13,694
388
597
16,246
144
2,260
179
2,583
18,829
10,361
29
2,386
31,605
257
.06
.38
.73
1.42
.40
3.56
2.29
4.02
2.48
.69%
$
$
$
1,596
14,424
397
578
16,995
52
2,200
2
2,254
19,249
10,758
124
2,731
32,862
249
$
.04
.20
.41
.60
.21
2.41
1.37
1.78
1.39
.34%
$
$
1,610
14,846
412
649
17,517
113
2,258
2
2,373
19,890
11,210
140
2,852
34,092
235
.04
.06
.20
.29
.07
.79
.48
2.37
.50
.12%
$
$
$
1,563
14,950
430
862
17,805
23
2,713
1
2,737
20,542
11,545
505
3,326
35,918
211
Net yield on interest earning assets
3.18%
3.01%
2.79%
2.45%
(A) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%.
63
2.93%
3.76
3.38
3.28
3.59
3.48
11.35
—
3.54
6.48
3.42
2.33
2.29
1.98
1.13
2.00
1.84
26.00
5.91
1.97
.39
1.24
.18
2.49
.05
.04
.13
.20
.05
.12
.10
.53
.10
.06%
SUMMARY OF QUARTERLY STATEMENTS OF INCOME
Year ended December 31, 2023
(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 credit 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, 2022
(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 credit 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, 2021
(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 credit 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 2023.
$
$
$
$
$
$
$
248,421
144,879
7,601
(147,456)
(103,798)
(5,879)
143,768
(32,307)
(2,238)
12/31/2023
9/30/2023
6/30/2023
3/31/2023
For the Quarter Ended
$
362,609 $
(114,188)
361,162 $
(112,615)
348,663 $
(99,125)
249,538
147,605
3,392
308,857
(57,234)
251,623
137,612
(306)
248,547
142,949
4,298
(146,805)
(145,429)
(144,373)
(81,205)
(11,645)
156,139
(33,439)
(2,104)
(82,182)
(6,471)
166,453
(35,990)
(2,674)
109,223 $
120,596 $
127,789 $
.84 $
.84 $
129,507
129,608
.92 $
.92 $
129,904
130,009
.97 $
.97 $
130,079
130,208
For the Quarter Ended
(79,734)
(11,456)
153,366
(32,813)
(1,101)
119,452
.91
.91
130,204
130,472
12/31/2022
9/30/2022
6/30/2022
3/31/2022
286,377 $
(31,736)
254,641
136,825
8,904
262,666 $
(16,293)
246,373
138,514
3,410
238,154 $
(5,769)
232,385
139,427
1,029
(138,458)
(137,393)
(142,243)
(78,282)
(15,477)
168,153
(34,499)
(2,026)
(75,491)
(15,290)
160,123
(33,936)
(3,364)
(71,262)
(7,162)
152,174
(32,021)
(4,359)
131,628 $
122,823 $
115,794 $
1.00 $
1.00 $
130,527
130,819
.93 $
.92 $
131,082
131,372
.87 $
.87 $
131,919
132,212
For the Quarter Ended
211,782
(2,996)
208,786
131,769
7,163
(135,953)
(69,695)
9,858
151,928
(31,902)
(1,872)
118,154
.88
.88
132,658
132,979
12/31/2021
9/30/2021
6/30/2021
3/31/2021
$
210,479 $
216,981 $
211,133 $
(2,822)
(2,944)
(3,151)
207,657
147,699
(9,706)
(132,640)
(70,942)
7,054
149,122
(33,764)
(452)
114,906 $
.85 $
.85 $
133,362
133,647
214,037
137,506
13,108
(132,824)
(78,796)
7,385
160,416
(34,662)
(3,193)
122,561 $
.91 $
.91 $
134,095
134,374
207,982
139,143
16,804
(130,751)
(67,375)
45,655
211,458
(45,209)
(3,923)
162,326 $
1.20 $
1.19 $
134,473
134,806
$
$
$
64
209,697
(3,949)
205,748
136,045
9,853
(129,033)
(63,540)
6,232
165,305
(32,076)
(2,257)
130,972
.96
.96
134,585
134,948
Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is disclosed within the Interest Rate Sensitivity section 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, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity,
and cash flows for each of the years in the three-year period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for
each of the years in the three-year period ended December 31, 2023, 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, 2023, 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 22, 2024 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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment for credit losses related to loans collectively evaluated for impairment
As discussed in Notes 1 and 2 to the consolidated financial statements, the allowance for credit losses related to loans
evaluated on a collective basis (the December 31, 2023 collective ACL) was $161.2 million of a total allowance for credit
losses of $162.4 million as December 31, 2023. The allowance for credit losses on loans and leases is measured on a
collective (pool) basis whereas loans are aggregated into pools based on similar risk characteristics. The Company
estimates the collective ACL utilizing average historical loss rates, calculated using historical net charge-offs and
65
outstanding loan balances during a lookback period for each pool. In certain pools, if the Company’s own historical loss
rate is not reflective of loss expectations, the historical loss rate is augmented by industry and peer data. The calculated
average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts (forecast
adjusted loss rate). These adjustments increase or decrease the average historical loss rate to reflect expectations of future
losses given a single path economic forecast of key macroeconomic variables. The adjustments are based on results from
various regression models projecting the impact of the macroeconomic variables to loss rates. The forecast is used for a
reasonable and supportable period before reverting back to historical averages using a straight-line method. The forecast
adjustment loss rate is applied to the amortized cost of loans over the remaining contractual lives, adjusted for expected
prepayments. The allowance is further adjusted for certain qualitative factors not included in historical loss rates or the
macroeconomic forecast, which include changes in portfolio composition and characteristics, underwriting practices,
watchlist trends, or significant unique events or conditions.
We identified the assessment of the December 31, 2023 collective ACL as a critical audit matter. A high degree of audit
effort, including specialized skills and knowledge, and subjective and complex auditor judgement was involved in the
assessment due to significant measurement uncertainty. Specifically, this assessment encompassed the evaluation of the
conceptual soundness of the average historical loss model used to estimate the collective ACL, including the following key
factors and assumptions (1) historical losses, (2) the reasonable and supportable forecast period, and (3) the development
and evaluation of qualitative adjustments. In addition, auditor judgement was required to evaluate the sufficiency of audit
evidence obtained.
The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ACL
estimates, including controls over the (1) development and approval of the collective ACL methodology, (2) performance
monitoring of the collective ACL methodology and model, (3) identification and determination of the key factors and
assumptions used to estimate the collective ACL, (4) development of qualitative adjustments, and (5) analysis of the
collective ACL results, trends, and ratios. We evaluated the Company’s process to develop the collective ACL estimates by
testing certain sources of data, factors, and assumptions, and considered the relevance and reliability of such data, factors,
and assumptions. We evaluated whether the historical losses in the Company’s portfolio are representative of the credit
characteristics of the current portfolio. We involved credit risk professionals with specialized skills and knowledge, who
assisted in:
• evaluating the Company’s collective ACL methodology for compliance with U.S. generally accepted accounting
principles
• evaluating the collective ACL methodology and model for conceptual soundness by inspecting the methodology and
model documentation to determine whether the methodology and model are suitable for intended use
• testing the historical losses period and the reasonable and supportable forecast period by comparing them to the
Company’s business environment and relevant industry practices
• evaluating the methodology used to develop the qualitative factors and the effect of those factors on the collective ACL
compared with changes in the nature and volume of the entity's financial assets and identified limitations of the
underlying quantitative model.
We assessed the sufficiency of the audit evidence obtained related to the Company’s December 31, 2023 collective ACL
by evaluating the cumulative results of the audit procedures, qualitative aspects of the Company’s accounting practices and
potential bias in the accounting estimates.
We have served as the Company’s auditor since 1971.
Kansas City, Missouri
February 22, 2024
66
Commerce Bancshares, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
ASSETS
Loans
Allowance for credit losses on loans
Net loans
December 31
2023
2022
(In thousands)
$
17,205,479 $
(162,395)
17,043,084
16,303,131
(150,136)
16,152,995
Loans held for sale (including $1,585,000 and $— of residential mortgage loans carried at fair value at
December 31, 2023 and 2022, respectively)
4,177
4,964
Investment securities:
Available for sale debt, at fair value (amortized cost of $10,904,765,000 and $13,738,206,000 at
December 31, 2023 and 2022, respectively, and allowance for credit losses of $– at both
December 31, 2023 and 2022)
Trading debt
Equity
Other
Total investment securities
Federal funds sold
Securities purchased under agreements to resell
Interest earning deposits with banks
Cash and due from banks
Premises 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:
Common stock, $5 par value
Authorized 190,000,000 shares at December 31, 2023 and 140,000,000 shares at December 31,
2022; issued 131,064,418 shares at December 31, 2023 and 125,863,879 shares at December 31,
2022
Capital surplus
Retained earnings
Treasury stock of 611,546 shares at December 31, 2023
and 605,142 shares at December 31, 2022, 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.
67
9,684,760
28,830
12,701
222,473
9,948,764
5,025
450,000
2,239,010
443,147
469,059
146,539
14,179
938,077
31,701,061 $
12,238,316
43,523
12,304
225,034
12,519,177
49,505
825,000
389,140
452,496
418,909
138,921
15,234
909,590
31,875,931
7,975,935 $
14,512,273
930,432
1,945,258
25,363,898
2,908,815
1,404
462,714
28,736,831
10,066,356
15,126,981
387,336
606,767
26,187,440
2,841,734
9,672
355,508
29,394,354
$
$
655,322
629,319
3,162,622
2,932,959
53,183
31,620
(35,599)
(41,743)
(891,412)
(1,086,864)
2,944,116
2,465,291
20,114
16,286
2,964,230
2,481,577
$
31,701,061 $
31,875,931
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
Interest on 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
Interest on securities sold under agreements to repurchase
Interest on other borrowings
Total interest expense
Net interest income
Provision for credit losses
Net interest income after credit losses
NON-INTEREST INCOME
Bank card transaction fees
Trust fees
Deposit account charges and other fees
Consumer brokerage services
Capital market fees
Loan fees and sales
Other
Total non-interest income
INVESTMENT SECURITIES GAINS (LOSSES), NET
NON-INTEREST EXPENSE
Salaries and employee benefits
Data processing and software
Net occupancy
Deposit insurance
Marketing
Equipment
Supplies and communication
Other
Total non-interest expense
Income before income taxes
Less income taxes
Net income
Less non-controlling interest expense (income)
Net income attributable to Commerce Bancshares, Inc.
Net income per common share - basic
Net income per common share - diluted
See accompanying notes to consolidated financial statements.
68
For the Years Ended December 31
2023
2022
2021
$
984,397 $
583
278,755
659
13,649
103,248
1,381,291
146,392
38,690
61,057
25,265
73,164
38,594
383,162
998,129
35,451
962,678
191,156
190,954
90,992
17,223
14,100
11,165
57,455
573,045
14,985
584,063
118,758
53,629
33,163
24,511
19,548
19,420
77,890
930,982
619,726
134,549
485,177
8,117
477,060 $
3.64 $
3.64 $
$
$
$
646,293 $
637
313,892
412
22,647
15,098
998,979
25,099
1,469
3,898
1,836
24,022
470
56,794
942,185
28,071
914,114
176,144
184,719
94,381
19,117
14,231
13,141
44,802
546,535
20,506
554,047
110,692
49,117
10,583
23,827
19,359
18,101
63,051
848,777
632,378
132,358
500,020
11,621
488,399 $
3.68 $
3.67 $
570,549
880
236,278
4
37,377
3,202
848,290
7,509
1,158
2,577
16
1,630
(24)
12,866
835,424
(66,326)
901,750
167,891
188,227
97,217
18,362
15,943
29,720
43,033
560,393
30,059
525,248
101,792
48,185
9,094
21,856
18,089
17,118
64,519
805,901
686,301
145,711
540,590
9,825
530,765
3.92
3.91
Commerce Bancshares, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Net income
Other comprehensive income (loss):
Net unrealized gains (losses) on other securities
Change in pension loss
Unrealized gains (losses) on cash flow hedge derivatives
Other comprehensive income (loss)
Comprehensive income (loss)
Less non-controlling interest (income) loss
For the Years Ended December 31
2023
2022
2021
$
485,177 $
500,020 $
540,590
209,914
3,590
(18,052)
(1,148,089)
3,482
(19,337)
(240,627)
4,450
(18,120)
195,452
(1,163,944)
(254,297)
680,629
(663,924)
8,117
11,621
286,293
9,825
Comprehensive income (loss) attributable to Commerce Bancshares, Inc.
$
672,512 $
(675,545) $
276,468
See accompanying notes to consolidated financial statements.
69
Commerce Bancshares, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Commerce Bancshares, Inc. Shareholders
(In thousands, except per share data)
Common
Stock
Capital
Surplus
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss)
Non-
Controlling
Interest
Total
Balance at December 31, 2020
$
589,352 $ 2,436,288 $
73,000 $
(32,970) $
331,377 $
2,925 $ 3,399,972
Net income
Other comprehensive income (loss)
Distributions to non-controlling interest
Purchases of treasury stock
Sale of non-controlling interest of subsidiary
Cash dividends paid on common stock
($.907 per share)
Stock-based compensation
Issuance under stock purchase and equity
compensation plans
5% stock dividend, net
Balance at December 31, 2021
Net income
Other comprehensive income (loss)
Distributions to non-controlling interest
Purchases of treasury stock
Cash dividends paid on common stock
($.961 per share)
Stock-based compensation
Issuance under stock purchase and equity
compensation plans
5% stock dividend, net
659
15,415
(21,799)
259,331
2,689,894
21,452
610,804
530,765
(122,693)
(388,579)
92,493
488,399
(127,466)
(129,361)
22,710
106,648
(32,973)
(186,622)
16,995
(19,563)
245,633
18,515
21,468
(421,806)
156,384
(254,297)
9,825
540,590
(254,297)
(1,065)
(1,065)
(659)
77,080
(1,163,944)
11,026
11,621
(129,361)
—
(122,693)
15,415
911
(1,148)
3,448,324
500,020
(1,163,944)
(6,361)
(6,361)
(186,622)
(127,466)
16,995
1,905
(1,274)
(41,743)
(1,086,864)
16,286
2,481,577
Balance at December 31, 2022
629,319
2,932,959
Net income
Other comprehensive income (loss)
Distributions to non-controlling interest
Purchases of treasury stock
Sale of non-controlling interest of subsidiary
Cash dividends paid on common stock
($1.029 per share)
Stock-based compensation
Issuance under stock purchase and equity
compensation plans
5% stock dividend, net
54
17,052
(21,732)
234,289
26,003
31,620
477,060
(134,734)
(320,763)
23,439
59,595
195,452
(76,890)
8,117
(4,235)
(54)
485,177
195,452
(4,235)
(76,890)
—
(134,734)
17,052
1,707
(876)
Balance at December 31, 2023
$
655,322 $ 3,162,622 $
53,183 $
(35,599) $
(891,412) $
20,114 $ 2,964,230
See accompanying notes to consolidated financial statements.
70
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 credit losses
Depreciation and amortization
Amortization of investment security premiums, net
Deferred income tax (benefit) expense
Investment securities (gains) losses, net (A)
Net (gains) losses 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
Purchase of interest rate floors
Stock-based compensation
(Increase) decrease in interest receivable
Increase (decrease) in interest payable
Increase (decrease) in income taxes payable
Other changes, net
Net cash provided by operating activities
INVESTING ACTIVITIES
Cash paid in acquisition, net of cash received
Distributions received from equity-method investment
Proceeds from sales of investment securities (A)
Proceeds from maturities/pay downs of investment securities (A)
Purchases of investment securities (A)
Net (increase) decrease in loans
Securities purchased under agreements to resell
Repayments of securities purchased under agreements to resell
Purchases of premises and equipment
Sales of premises and equipment
Net cash provided by (used in) investing activities
FINANCING ACTIVITIES
For the Years Ended December 31
2023
2022
2021
$
485,177 $
500,020 $
540,590
35,451
49,513
17,666
(7,399)
(14,985)
(1,026)
58,946
28,071
46,856
18,805
21,716
(20,506)
(2,660)
123,656
(66,326)
44,866
66,934
25,613
(30,059)
(22,641)
576,864
(57,424)
(118,850)
(524,597)
28,478
(54,449)
17,052
(5,986)
46,650
4,586
(113,481)
488,769
(6,365)
1,434
1,141,949
1,935,552
4,152
(35,799)
16,995
(28,439)
3,054
(12,936)
15,250
559,385
—
400
106,971
(29,885)
—
15,415
19,788
(3,179)
(5,175)
(10,486)
597,722
—
13,540
80,811
2,691,260
3,459,106
(246,286)
(2,147,862)
(5,947,891)
(933,736)
(1,146,292)
1,134,533
—
(200,000)
(900,000)
375,000
1,000,000
(88,074)
(65,191)
4,358
2,985
125,000
(56,716)
8,859
2,183,832
242,271
(2,082,758)
Net increase (decrease) in non-interest bearing, savings, interest checking and money market deposits
(2,612,412)
(3,254,081)
3,291,466
Net increase (decrease) in certificates of deposit
Net increase (decrease) in federal funds purchased and short-term securities sold under agreements to
repurchase
FHLB short-term borrowings
Repayments of FHLB borrowings
Net increase (decrease) in other borrowings
Purchases of treasury stock
Cash dividends paid on common stock
Other, net
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
(A) Available for sale debt securities, equity securities, and other securities.
See accompanying notes to consolidated financial statements.
1,881,587
(448,511)
(402,077)
67,081
(181,233)
924,584
2,250,000
(2,250,000)
(8,268)
(76,370)
(134,734)
(3)
—
—
—
—
(2,888)
11,758
(186,622)
(127,466)
(8)
(129,361)
(122,693)
(15)
(883,119)
(4,200,809)
3,573,662
1,789,482
(3,399,153)
2,088,626
897,801
4,296,954
2,208,328
2,687,283 $
897,801 $
4,296,954
130,957 $
336,512
116,995 $
53,740
322
457
119,665
16,045
182
$
$
71
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 257
branch and ATM locations throughout Missouri, Kansas, Illinois, Oklahoma and Colorado. Principal activities include retail
and commercial banking, investment management, securities brokerage, mortgage banking, trust, and private banking services.
The Company also maintains offices in Dallas, Houston, Cincinnati, Nashville, Des Moines, Indianapolis, and Grand Rapids
that support customers in its commercial and/or wealth segments and operates a commercial payments business with sales
representatives covering the continental U.S.
Basis of Presentation, Use of Estimates, and Subsequent Events
The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All material
inter-company transactions have been eliminated through consolidation. 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.
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 consolidated 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.
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 certain investments in entities accounted for using the equity method of
accounting, as well as 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.
Adoption of ASU 2022-02
The Company adopted ASU 2022-02 Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and
Vintage Disclosures on January 1, 2023, using the prospective transition method. This ASU eliminates the troubled debt
restructuring recognition and measurement guidance and requires an entity to present gross write-offs by year of origination.
The amendments also enhance disclosure requirements related to certain modifications of receivables made to borrowers
experiencing financial difficulty. With the exception of enhanced disclosures, there was no material impact to the Company's
consolidated financial statements from adoption of this ASU. Since the Company's adoption date, all restructurings are
evaluated to determine whether they are modifications to a borrower experiencing financial difficulty. Loans that were
accounted for under the troubled debt restructuring method as of December 31, 2022 will continue to be accounted for under
that method until they are paid off or modified.
72
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", "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 $101 thousand and $6.7 million at December 31, 2023 and 2022, respectively.
During 2020, the Federal Reserve System, which historically required the Bank to maintain cash balances at the Federal
Reserve Bank, reduced the reserve requirement ratios to zero percent effective March 26, 2020. Other interest earning cash
balances held at the Federal Reserve Bank totaled $2.2 billion at December 31, 2023.
Loans and Related Earnings
The Company's portfolio of held-for-investment loans includes a net investment in direct financing and sales type leases to
commercial and industrial and tax-exempt entities, and collectively, the Company's portfolio of loans and leases is referred to as
its "loan portfolio" or "loans". Loans that management has the intent and ability to hold for the foreseeable future or until
maturity or pay-off are reported at amortized cost, excluding accrued interest receivable. Amortized cost is the outstanding
principal balance, net of 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.
Interest on loans is accrued based upon the principal amount outstanding. The Company has elected the practical expedient
to exclude all accrued interest receivable from all required disclosures of amortized cost. Additionally, an election was made
not to measure an allowance for credit losses for accrued interest receivables. The Company has also made the election that all
interest accrued but ultimately not received is reversed against interest income.
Loan and commitment fees, net of costs, are deferred and recognized in interest 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.
Past Due Loans
Management reports loans as past due on the day following the contractual repayment date if payment was not received by
end of the business day. Loans, or portions of loans, are charged off to the extent deemed uncollectible. Loan charge-offs
reduce the allowance for credit losses on loans, and recoveries of loans previously charged off are added back to the allowance.
Business, business real estate, construction and land 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 not collateralized) once the loans are
more than 120 to 180 days delinquent, depending on the type of loan. Revolving home equity loans are charged down to the
fair value of the related collateral once the loans are more than 180 days past due. Credit card loans are charged off against the
allowance for credit losses when the receivable is more than 180 days past due.
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 status, 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 interest 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.
73
Modifications for Borrowers Experiencing Financial Difficulty
The Company may renegotiate the terms of existing loans for a variety of reasons. When refinancing or restructuring a loan,
the Company evaluates whether the borrower is experiencing financial difficulty. In making this determination, the Company
considers whether the borrower is currently in default on any of its debt. In addition, the Company evaluates whether it is
probable that the borrower would be in payment default on any of its debt in the foreseeable future without the modification and
if the borrower (without the current modification) could obtain equivalent financing from another creditor at a market rate for
similar debt. Modifications of loans to borrowers in these situations may indicate that the borrower is facing financial difficulty.
Troubled Debt Restructurings
Prior to the Company's adoption of ASU 2022-02, a loan was accounted for as a troubled debt restructuring if the Company,
for economic or legal reasons related to the borrower's financial difficulties, granted 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 and land real estate and personal real estate troubled debt restructurings with impairment charges were placed on
non-accrual status. The Company measured the impairment loss of a troubled debt restructuring at the time of modification
based on the present value of expected future cash flows. Subsequent to modification, troubled debt restructurings were subject
to the Company’s allowance for credit loss model, which is discussed below and in Note 2, Loans and Allowance for Credit
Losses. Troubled debt restructurings that are performing under their contractual terms continue to accrue interest, which is
recognized in current earnings. Loans that were accounted as troubled debt restructurings at of December 31, 2022 will
continue to be accounted for under that method until they are either paid off or modified.
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 for Credit Losses on Loans
The allowance for credit losses on loans is a valuation amount that is deducted from the amortized cost basis of loans not
held at fair value to present the net amount expected to be collected over the contractual term of the loans. The allowance for
credit losses on loans is measured using relevant information about past events, including historical credit loss experience on
loans with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability
of the remaining cash flows over the contractual term of the loans. An allowance will be created upon origination or acquisition
of a loan and is updated at subsequent reporting dates. The methodology is applied consistently for each reporting period and
reflects management’s current expectations of credit losses. Changes to the allowance for credit losses on loans resulting from
periodic evaluations are recorded through increases or decreases to the credit loss expense for loans, which is recorded in
provision for credit losses on the consolidated statements of income. Loans that are deemed to be uncollectible are charged off
against the related allowance for credit losses on loans.
The allowance for credit losses on loans is measured on a collective (pool) basis. Loans are aggregated into pools based on
similar risk characteristics including borrower type, collateral type and expected credit loss patterns. Loans that do not share
similar risk characteristics, primarily large loans on non-accrual status, are evaluated on an individual basis. The allowance
related to these large non-accrual loans is generally measured using the fair value of the collateral (less selling cost, if
applicable) as most of these loans are collateral dependent and the borrower is facing financial difficulty.
As noted above, the allowance for credit losses on loans does not include an allowance for accrued interest.
74
Liability for Unfunded Lending Commitments
The Company’s unfunded lending commitments are primarily unfunded loan commitments and letters of credit. Expected
credit losses for these unfunded lending commitments are calculated over the contractual period during which the Company is
exposed to the credit risk. The methodology used to measure credit losses for unfunded lending commitments is the same as
the methodology used for loans, however, the estimate of credit risk for unfunded lending commitments takes into
consideration the likelihood that funding will occur. The liability for unfunded lending commitments excludes any exposures
that are unconditionally cancellable by the Company. The loss estimate is recorded within other liabilities on the consolidated
balance sheet. Changes to the liability for unfunded lending commitments are recorded through increases or decreases to the
provision for credit losses on the consolidated statements of income.
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.
Investments in Debt and Equity Securities
The majority of the Company's investment portfolio is comprised of debt securities that 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 are reported in
other comprehensive income (loss), a component of stockholders’ equity. Securities are periodically evaluated for credit losses
in accordance with the guidance provided in Accounting Standards Codification (ASC) 326. Further discussion of this
evaluation is provided in "Allowance for Credit Losses on Available for Sale Debt Securities" below. 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 certain callable debt securities purchased at a
premium, the amortization is recorded to the earliest call date. For mortgage and asset-backed securities, prepayment
experience is evaluated quarterly to determine if a change in a bond's estimated remaining life is necessary. A corresponding
adjustment is then made in the related amortization of premium or discount accretion.
Accrued interest receivable on available for sale debt securities is reported in other assets on the consolidated balance sheet.
The Company has elected the practical expedient to exclude the accrued interest from all required disclosures of amortized cost
of debt securities. Additionally, an election was made not to measure an allowance for credit losses for accrued interest
receivables. Interest accrued but not received is reversed against interest income.
Equity securities include common and preferred stock and are carried at fair value. Certain equity securities do not have
readily determinable fair values. The Company has elected to measure these equity securities without a readily determinable
fair value 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 equity securities without readily determinable fair values.
Other securities include the Company's investments in Federal Reserve Bank stock and Federal Home Loan Bank stock,
equity method investments, and private equity investments. Federal Reserve Bank stock and Federal Home Loan Bank stock
are held for debt and regulatory purposes, are carried at cost and are periodically evaluated for impairment. The Company's
equity method investments are carried at cost, adjusted to reflect the Company's portion of income, loss, or dividends of the
investee. The Company's private equity investments in portfolio concerns, consisting of both debt and equity instruments, are
held by the Company’s private equity subsidiary, which is a small business investment company licensed by the Small Business
Administration. The Company's private equity investments are carried at fair value in accordance with investment company
accounting guidance (ASC 946-10-15), with changes in fair value reported in current income. 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 income 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.
75
Purchases and sales of securities are recognized on a trade date basis. A receivable or payable is recognized for transaction
pending settlements.
Allowance for Credit Losses on Available for Sale Debt Securities
For available for sale debt securities in an unrealized loss position, 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 more likely than not that it will be required to sell the
security before the anticipated recovery. If neither condition is met, and the Company does not expect to recover the amortized
cost basis, the Company determines whether the decline in fair value resulted from credit losses or other factors. If the
assessment indicates that a credit loss exists, the present value of cash flows expected to be collected is compared to the
amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost
basis, a credit loss has occurred, and an allowance for credit losses is recorded. The allowance for credit losses is limited by the
amount that the fair value is less than the amortized cost basis. Any impairment not recorded through the provision for credit
losses is recognized in other comprehensive income.
Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit losses on the consolidated
statements of income. Losses are charged against the allowance for credit losses on securities when management believes the
uncollectibility of an available for sale security is confirmed or when either of the conditions regarding intent or requirement to
sell is met.
Accrued interest receivable on available for sale debt securities is excluded from the estimate of credit losses.
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 Federal Reserve Bank 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 20, Resale and Repurchase Agreements.
Premises 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
to 40 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.
Also included in premises and equipment is construction in process, which represents facilities construction projects
underway that have not yet been placed into service, as well as the Company's right-of-use leased assets, which are mainly
comprised of operating leases for branches, office space, ATM locations, and certain equipment.
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
76
credit 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. Foreclosed assets are included in other assets on the consolidated balance sheets.
Goodwill and Intangible Assets
Goodwill and intangible assets that have indefinite useful lives, such as property easement intangible assets, are not
amortized but are 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, an impairment has occurred and is measured as the amount by which the
carrying amount exceeds the reporting unit's fair value. 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 generally 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 its 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.
Additional information about current and deferred income taxes is provided in Note 9, 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 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
77
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, the sales of annuities and certain limited insurance products, and
beginning in August 2023, commissions on sales of consumer brokerage transactions and 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. Additionally, the Company originates and sells 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 the Company
has 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. From time to time, the
Company has monetized its interest rate floors that had previously been designated and qualified as cash flow hedges. In such
case, the monetized cash flow hedge is derecognized and the amounts recorded in accumulated other comprehensive income
(AOCI) remain in AOCI until the underlying forecasted transaction impacts earnings, unless the forecasted transaction becomes
probable of not occurring.
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 17,
Fair Value Measurements and Note 19, Derivative Instruments.
Cash flows associated with derivative instruments and their related gains and losses are presented in the consolidated
statement of cash flows as operating activities.
Pension Plan
The Company’s pension plan is described in Note 10, Employee Benefit Plans. In accordance with ASU 2017-07, the
Company has reported the service cost component of net periodic pension cost 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 other asset or other 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
78
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 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 compensation plan is described in Note 11, 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 stock appreciation rights 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. The Company recognizes forfeitures as a reduction to expense only when they have occurred.
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 2023.
79
2. Loans and Allowance for Credit Losses
Major classifications within the Company’s held for investment loan portfolio at December 31, 2023 and 2022 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 (1)
2023
2022
$
6,019,036 $
5,661,725
1,446,764
1,361,095
3,719,306
3,406,981
3,026,041
2,918,078
2,077,723
2,059,088
319,894
589,913
6,802
297,207
584,000
14,957
$
17,205,479 $
16,303,131
(1) Accrued interest receivable totaled $71.9 million and $55.5 million at December 31, 2023 and 2022, respectively, and was included within other assets on
the consolidated balance sheets. For the year ended December 31, 2023, the Company wrote-off accrued interest by reversing interest income of $460
thousand and $4.8 million in the Commercial and Personal Banking portfolios, respectively. For the year ended December 31, 2022, the Company wrote-off
accrued interest by reversing interest income of $145 thousand and $3.2 million in the Commercial and Personal Banking portfolios, respectively.
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, 2023
Additions
Amounts collected
Amounts written off
Balance, December 31, 2023
$
41,107
2,300
(4,605)
—
$
38,802
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, 2023 to principal holders (over 10% ownership) of the Company’s common stock.
The Company’s lending activity is generally centered in Missouri, Kansas, Illinois and other nearby states including
Oklahoma, Colorado, Iowa, Ohio, and Texas. 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 procedures. 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, cash equivalent assets, accounts receivable, inventory, equipment, other forms of personal property, and real estate.
At December 31, 2023, unfunded loan commitments totaled $14.5 billion (which included $5.4 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, 2023, loans totaling $3.5 billion were pledged at the FHLB as collateral for borrowings and letters
of credit obtained to secure public deposits. Additional loans of $3.1 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 $867.0 million and $779.9 million at December 31, 2023 and 2022, respectively, which is included in business loans
on the Company’s consolidated balance sheets. This investment includes deferred income of $98.6 million and $73.2 million at
December 31, 2023 and 2022, respectively.
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Allowance for credit losses
The allowance for credit losses is measured using an average historical loss model which incorporates relevant information
about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and
reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the
loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on
similar risk characteristics including borrower type, collateral type and expected credit loss patterns. Loans that do not share
similar risk characteristics, primarily large loans on non-accrual status, are evaluated on an individual basis.
For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the
Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and
outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and
represent management’s credit expectations for the pool of loans over the remaining contractual life. In certain loan pools, if
the Company’s own historical loss rate is not reflective of the loss expectations, the historical loss rate is augmented by industry
and peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable
forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given a
single path economic forecast of key macroeconomic variables including GDP, disposable income, unemployment rate, various
interest rates, consumer price index (CPI) inflation rate, housing price index (HPI), commercial real estate price index (CREPI)
and market volatility. The adjustments are based on results from various regression models projecting the impact of the
macroeconomic variables to loss rates. The forecast is used for a reasonable and supportable period before reverting back to
historical averages using a straight-line method. The forecast-adjusted loss rate is applied to the amortized cost of loans over
the remaining contractual lives, adjusted for expected prepayments. The contractual term excludes expected extensions (except
for contractual extensions at the option of the customer), renewals and modifications. Credit cards and certain similar consumer
lines of credit do not have stated maturities and therefore, for these loan classes, remaining contractual lives are determined by
estimating future cash flows expected to be received from customers until payments have been fully allocated to outstanding
balances. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or
macroeconomic forecast such as changes in portfolio composition, underwriting practices, or significant unique events or
conditions.
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Key assumptions in the Company’s allowance for credit loss model include the economic forecast, the reasonable and
supportable period, forecasted macro-economic variables, prepayment assumptions and qualitative factors applied for portfolio
composition changes, underwriting practices, or significant unique events or conditions. The assumptions utilized in estimating
the Company’s allowance for credit losses at December 31, 2023 and 2022 are discussed below.
Key Assumption
Overall economic
forecast
Reasonable and
supportable period and
related reversion period
Forecasted macro-
economic variables
December 31, 2023
December 31, 2022
•
•
•
•
•
•
•
•
•
The US economy is projected to slow at
the start of 2024, but not enter a recession
Impacts of tighter monetary and fiscal
policy creates uncertainty
Consumer spending is expected to
decrease
Reasonable and supportable period of one
year
Reversion to historical average loss rates
within two quarters using a straight-line
method
Unemployment rate ranges from 4.1% to
4.5% during the reasonable and
supportable forecast period
Real GDP growth ranges from .46% to
2.1%
BBB corporate yield from 5.3% to 5.9%
Housing Price Index from 305.4 to 307.4
•
•
•
•
•
•
•
•
Continued high inflation and higher cost of
borrowing create a mild recession in 2023
with stalled job growth and possible job
losses
Assumes interest rate hikes will taper
Reasonable and supportable period of one
year
Reversion to historical average loss rates
within two quarters using straight-line
method
Unemployment rate ranges from 3.8% to
4.7% during the reasonable and
supportable forecast period
Real GDP growth ranges from (.9)% to
1.3%
BBB corporate yield from 5.1% to 5.8%
Prime rate from 7.6% to 7.7%
Prepayment assumptions Commercial loans
•
5% for most loan pools
Personal banking loans
Commercial loans
•
5% for most loan pools
Personal banking loans
•
•
Ranging from 6.5% to 23.5% for most
loan pools
Consumer credit cards 66.9%
•
•
Ranging from 8.3% to 24.8% for most
loan pools
Consumer credit cards 67.9%
Qualitative factors
Added qualitative factors related to:
Added qualitative factors related to:
•
•
•
•
Changes in the composition of the loan
portfolios
Certain stressed industries within the
portfolio
Certain portfolios sensitive to unusually
high rate of inflation and supply chain
issues
Loans downgraded to special mention,
substandard, or non-accrual status
•
•
•
•
Changes in the composition of the loan
portfolios
Certain portfolios sensitive to pandemic
economic uncertainties
Uncertainty related to unusually high rate
of inflation and supply chain issues
Loans downgraded to special mention,
substandard, or non-accrual status
The liability for unfunded lending commitments utilizes the same model as the allowance for credit losses on loans,
however, the liability for unfunded lending commitments incorporates an assumption for the portion of unfunded commitments
that are expected to be funded.
Sensitivity in the Allowance for Credit Loss model
The allowance for credit losses is an estimate that requires significant judgment including projections of the macro-
economic environment. The forecasted macro-economic environment continuously changes which can cause fluctuations in
estimated expected credit losses.
The current forecast projects the economy will slow at the start of 2024. It is expected that fiscal policy will tighten in 2024
and consumer spending will decrease. The labor market is expected to soften slowly, creating lower household income growth
at a time when excess savings have decreased.
The impacts of tighter fiscal policy and decreased consumer spending creates significant uncertainty in the forecast. The
impacts of the market's response to unusual events or trends including high inflation, supply chain stresses, trends in health
conditions, and changes in the geopolitical environment could significantly modify economic projections used in the estimation
of the allowance for credit losses.
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A summary of the activity in the allowance for credit losses on loans and the liability for unfunded lending commitments
during the years ended December 31, 2023 and 2022 follows:
(In thousands)
ALLOWANCE FOR CREDIT LOSSES ON LOANS
Balance December 31, 2022
Provision for credit losses on loans
Deductions:
Loans charged off
Less recoveries on loans
Net loan charge-offs (recoveries)
Balance December 31, 2023
LIABILITY FOR UNFUNDED LENDING COMMITMENTS
Balance December 31, 2022
Provision for credit losses on unfunded lending commitments
Balance December 31, 2023
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR
UNFUNDED LENDING COMMITMENTS
ALLOWANCE FOR CREDIT LOSSES ON LOANS
Balance at December 31, 2021
Provision for credit losses on loans
Deductions:
Loans charged off
Less recoveries on loans
Net loan charge-offs (recoveries)
Balance December 31, 2022
LIABILITY FOR UNFUNDED LENDING COMMITMENTS
Balance at December 31, 2020
Provision for credit losses on unfunded lending commitments
Balance December 31, 2022
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR
UNFUNDED LENDING COMMITMENTS
For the Year Ended December 31
Commercial
Personal
Banking
Total
$
103,293 $
46,843 $
150,136
8,001
35,324
43,325
3,885
36,283
40,168
792
8,310
9,102
3,093
27,973
31,066
$
108,201 $
54,194 $
162,395
$
$
$
31,743 $
1,377 $
33,120
(7,834)
(40)
(7,874)
23,909 $
1,337 $
25,246
132,110 $
55,531 $
187,641
97,776
52,268
150,044
6,550
12,605
19,155
1,480
27,762
447
9,732
1,033
18,030
29,242
10,179
19,063
$
103,293 $
46,843 $
150,136
23,271
8,472
933
444
24,204
8,916
31,743 $
1,377 $
33,120
135,036 $
48,220 $
183,256
$
$
83
Delinquent and non-accrual loans
The Company considers loans past due on the day following the contractual repayment date, if the contractual repayment
was not received by the Company as of the end of the business day. 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, 2023 and
2022.
(In thousands)
December 31, 2023
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, 2022
Commercial:
Business
Real estate – construction and land
Real estate – business
Personal Banking:
Real estate – personal
Consumer
Revolving home equity
Consumer credit card
Overdrafts
Total
Current or Less
Than 30 Days
Past Due
30 – 89 Days
Past Due
90 Days Past Due
and Still Accruing
Non-accrual
Total
$
5,985,713 $
29,087 $
614 $
3,622 $
6,019,036
1,446,764
3,714,579
2,999,988
2,036,353
315,483
574,805
6,553
—
4,582
14,841
38,217
1,564
7,525
249
—
85
9,559
3,153
870
7,583
—
—
60
1,446,764
3,719,306
1,653
3,026,041
—
2,077,723
1,977
—
—
319,894
589,913
6,802
$
17,080,238 $
96,065 $
21,864 $
7,312 $
17,205,479
$
5,652,710 $
1,759 $
505 $
6,751 $
5,661,725
1,361,095
3,406,207
2,895,742
2,031,827
295,303
572,213
14,090
—
585
14,289
25,089
1,201
6,238
647
—
—
6,681
2,172
703
5,549
220
—
189
1,361,095
3,406,981
1,366
2,918,078
—
—
—
—
2,059,088
297,207
584,000
14,957
$
16,229,187 $
49,808 $
15,830 $
8,306 $
16,303,131
At December 31, 2023 and 2022, the Company had $4.3 million and $3.8 million, respectively, of non-accrual loans that
had no allowance for credit loss. The Company did not record any interest income on non-accrual loans during the years ended
December 31, 2023 and 2022.
84
Credit quality indicators
The following table provides information about the credit quality of the Commercial loan portfolio. The Company utilizes
an internal risk rating system comprised of a series of grades to categorize loans according to perceived risk associated with the
expectation of debt repayment based on borrower specific information, including but not limited to, current financial
information, historical payment experience, industry information, collateral levels and collateral types. The “pass” category
consists of a range of loan grades that reflect increasing, though still acceptable, risk. A loan is assigned the risk rating at
origination and then monitored throughout the contractual term for possible risk rating changes. Movement of risk through the
various grade levels in the “pass” category is monitored for early identification of credit deterioration. The “special mention”
rating is applied to loans where the borrower exhibits negative financial trends due to borrower specific or systemic conditions
that, if left uncorrected, threaten its capacity to meet its debt obligations. The borrower is believed to have sufficient financial
flexibility to react to and resolve its negative financial situation. It is a 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.
All loans are analyzed for risk rating updates annually. For larger loans, rating assessments may be more frequent if
relevant information is obtained earlier through debt covenant monitoring or overall relationship management. Smaller loans
are monitored as identified by the loan officer based on the risk profile of the individual borrower or if the loan becomes past
due related to credit issues. Loans rated Special Mention, Substandard or Non-accrual are subject to quarterly review and
monitoring processes. In addition to the regular monitoring performed by the lending personnel and credit committees, loans
are subject to review by a credit review department which verifies the appropriateness of the risk ratings for the loans chosen as
part of its risk-based review plan.
85
The risk category of loans in the Commercial portfolio as of December 31, 2023 and 2022 are as follows:
Term Loans Amortized Cost Basis by Origination Year
2023
2022
2021
2020
2019
Prior
Revolving
Loans
Amortized
Cost Basis
Total
$ 1,609,685 $ 839,511 $ 555,991 $ 273,138 $ 215,988 $ 257,177 $ 2,096,108 $ 5,847,598
89,134
78,682
3,622
$ 1,634,580 $ 851,719 $ 583,555 $ 294,635 $ 217,822 $ 272,205 $ 2,164,520 $ 6,019,036
643
20,854
—
43,054
25,358
—
19,639
5,256
—
2,485
10,235
2,308
19,489
6,891
1,184
412
1,422
—
3,412
8,666
130
$
— $
2,260 $
57 $
41 $
— $
— $
1,393 $
3,751
$ 476,489 $ 579,933 $ 295,841 $
—
—
15,013
—
3,068
—
41,418 $
—
—
498 $
—
—
2,834 $
—
—
31,670 $ 1,428,683
18,081
—
—
—
$ 479,557 $ 594,946 $ 295,841 $
41,418 $
498 $
2,834 $
31,670 $ 1,446,764
$
— $
— $
— $
— $
— $
— $
— $
—
$ 807,631 $ 1,063,189 $ 510,397 $ 433,030 $ 311,457 $ 325,738 $
733
58,387
60
$ 827,233 $ 1,090,271 $ 538,762 $ 451,344 $ 332,346 $ 384,918 $
884
17,430
—
8,619
18,463
—
9,253
11,636
—
451
27,914
—
16,650
2,952
—
94,432 $ 3,545,874
36,590
136,782
60
94,432 $ 3,719,306
—
—
—
$
— $
— $
— $
— $
— $
134 $
— $
134
(In thousands)
December 31, 2023
Business
Risk Rating:
Pass
Special mention
Substandard
Non-accrual
Total Business:
Gross write-offs for the year
ended December 31, 2023
Real estate-construction
Risk Rating:
Pass
Special mention
Substandard
Total Real estate-
construction:
Gross write-offs for the year
ended December 31, 2023
Real estate- business
Risk Rating:
Pass
Special mention
Substandard
Non-accrual
Total Real-estate business:
Gross write-offs for the year
ended December 31, 2023
Commercial loans
Risk Rating:
Pass
Special mention
Substandard
Non-accrual
$ 2,893,805 $ 2,482,633 $ 1,362,229 $ 747,586 $ 527,943 $ 585,749 $ 2,222,210 $ 10,822,155
143,805
215,464
3,682
Total Commercial loans: $ 2,941,370 $ 2,536,936 $ 1,418,158 $ 787,397 $ 550,666 $ 659,957 $ 2,290,622 $ 11,185,106
39,357
8,208
—
3,218
68,622
2,368
19,940
34,805
1,184
9,665
13,058
—
43,054
25,358
—
1,527
38,284
—
27,044
27,129
130
Gross write-offs for the year
ended December 31, 2023 $
— $
2,260 $
57 $
41 $
— $
134 $
1,393 $
3,885
86
(In thousands)
December 31, 2022
Business
Risk Rating:
Pass
Special mention
Substandard
Non-accrual
Total Business:
Real estate-construction
Risk Rating:
Pass
Special mention
Substandard
Total Real estate-
construction:
Real estate- business
Risk Rating:
Pass
Special mention
Substandard
Non-accrual
Total Real-estate business:
Commercial loans
Risk Rating:
Pass
Special mention
Substandard
Non-accrual
Total Commercial loans:
Term Loans Amortized Cost Basis by Origination Year
2022
2021
2020
2019
2018
Prior
Revolving
Loans
Amortized
Cost Basis
Total
$ 1,456,476 $ 782,409 $ 464,201 $ 360,844 $ 180,375 $ 219,053 $ 2,146,380 $ 5,609,738
15,867
1,063
29,369
37
6,751
1
$ 1,465,536 $ 796,948 $ 472,643 $ 361,945 $ 182,044 $ 233,171 $ 2,149,438 $ 5,661,725
—
10,342
3,776
2,548
10,004
1,987
1,319
1,739
—
7,757
685
—
3,113
5,752
195
67
810
792
$ 538,022 $ 596,465 $ 129,632 $
—
—
—
19,494
352
—
27,331 $
—
—
1,305 $
—
14,766
2,029 $
—
13,140
18,559 $ 1,313,343
352
47,400
—
—
$ 538,374 $ 615,959 $ 129,632 $
27,331 $
16,071 $
15,169 $
18,559 $ 1,361,095
$ 1,085,379 $ 616,516 $ 555,648 $ 424,641 $ 163,628 $ 271,579 $
279
46,232
6
$ 1,092,796 $ 647,505 $ 617,407 $ 444,868 $ 195,510 $ 318,096 $
618
61,141
—
—
30,944
45
976
30,782
124
9,737
10,490
—
4,608
2,795
14
90,799 $ 3,208,190
16,218
182,384
189
90,799 $ 3,406,981
—
—
—
$ 3,079,877 $ 1,995,390 $ 1,149,481 $ 812,816 $ 345,308 $ 492,661 $ 2,255,738 $ 10,131,271
32,437
10,800
259,153
10,527
6,940
1
$ 3,096,706 $ 2,060,412 $ 1,219,682 $ 834,144 $ 393,625 $ 566,436 $ 2,258,796 $ 10,429,801
2,548
60,442
2,032
1,043
46,358
916
279
69,714
3,782
8,375
61,826
—
1,319
1,739
—
8,073
8,547
209
87
The credit quality of Personal Banking loans is monitored primarily on the basis of aging/delinquency, and this information
is provided as of December 31, 2023 and 2022 below:
(In thousands)
December 31, 2023
Real estate-personal
Current to 90 days past due
Over 90 days past due
Non-accrual
Total Real estate-personal:
Gross write-offs for the year ended
December 31, 2023
Consumer
Current to 90 days past due
Over 90 days past due
Total Consumer:
Gross write-offs for the year ended
December 31, 2023
Revolving home equity
Current to 90 days past due
Over 90 days past due
Non-accrual
Total Revolving home equity:
Gross write-offs for the year ended
December 31, 2023
Consumer credit card
Current to 90 days past due
Over 90 days past due
Total Consumer credit card:
Gross write-offs for the year ended
December 31, 2023
Overdrafts
Current to 90 days past due
Total Overdrafts:
Gross write-offs for the year ended
December 31, 2023
Personal banking loans
Current to 90 days past due
Over 90 days past due
Non-accrual
Total Personal banking loans:
Gross write-offs for the year ended
December 31, 2023
Term Loans Amortized Cost Basis by Origination Year
2023
2022
2021
2020
2019
Prior
$ 455,703 $ 452,153 $ 533,313 $ 711,442 $ 257,159 $ 596,439 $
1,490
1,068
$ 459,022 $ 454,064 $ 535,702 $ 712,276 $ 257,360 $ 598,997 $
2,222
167
1,650
261
3,319
—
834
—
44
157
Revolving
Loans
Amortized
Cost Basis
Total
8,620 $ 3,014,829
9,559
1,653
8,620 $ 3,026,041
—
—
$
— $
18 $
— $
— $
— $
23 $
— $
41
$ 518,619 $ 340,104 $ 258,348 $ 127,208 $ 56,394 $ 51,302 $
421
$ 519,010 $ 340,314 $ 258,542 $ 127,232 $ 56,448 $ 51,723 $
391
194
210
24
54
722,595 $ 2,074,570
3,153
724,454 $ 2,077,723
1,859
$
$
$
$
$
$
$
$
$
$
926 $
2,891 $
1,939 $
770 $
376 $
370 $
1,051 $
8,323
— $
—
—
— $
— $
—
—
— $
— $
—
—
— $
— $
—
—
— $
— $
—
—
— $
— $
—
—
— $
317,047 $ 317,047
870
1,977
319,894 $ 319,894
870
1,977 $
— $
— $
— $
— $
— $
— $
11 $
11
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
582,330 $ 582,330
7,583
589,913 $ 589,913
7,583
— $
— $
— $
— $
— $
— $
24,105 $
24,105
6,802 $
6,802 $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
6,802
6,802
3,803 $
— $
— $
— $
— $
— $
— $
3,803
$ 981,124 $ 792,257 $ 791,661 $ 838,650 $ 313,553 $ 647,741 $ 1,630,592 $ 5,995,578
21,165
3,630
$ 984,834 $ 794,378 $ 794,244 $ 839,508 $ 313,808 $ 650,720 $ 1,642,881 $ 6,020,373
10,312
1,977
1,860
261
1,911
1,068
2,416
167
3,710
—
98
157
858
—
$
4,729 $
2,909 $
1,939 $
770 $
376 $
393 $
25,167 $
36,283
88
Term Loans Amortized Cost Basis by Origination Year
2022
2021
2020
2019
2018
Prior
$ 535,283 $ 589,658 $ 783,651 $ 290,580 $ 132,305 $ 568,380 $
2,393
1,043
$ 535,797 $ 590,625 $ 785,041 $ 290,830 $ 133,795 $ 571,816 $
1,388
102
1,338
52
967
—
514
—
81
169
$ 536,429 $ 378,118 $ 205,849 $ 106,733 $ 36,096 $ 62,255 $
228
$ 536,755 $ 378,369 $ 206,052 $ 106,791 $ 36,363 $ 62,483 $
251
267
203
326
58
$
$
$
$
— $
—
— $
— $
—
— $
$ 14,737 $
220
$ 14,957 $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
Revolving
Loans
Amortized
Cost Basis
Total
10,174 $ 2,910,031
6,681
1,366
10,174 $ 2,918,078
—
—
731,436 $ 2,056,916
2,172
732,275 $ 2,059,088
839
296,504 $ 296,504
703
297,207 $ 297,207
703
578,451 $ 578,451
5,549
584,000 $ 584,000
5,549
— $
—
— $
14,737
220
14,957
$ 1,086,449 $ 967,776 $ 989,500 $ 397,313 $ 168,401 $ 630,635 $ 1,616,565 $ 5,856,639
15,325
1,366
$ 1,087,509 $ 968,994 $ 991,093 $ 397,621 $ 170,158 $ 634,299 $ 1,623,656 $ 5,873,330
1,060
—
1,655
102
1,218
—
1,541
52
2,621
1,043
7,091
—
139
169
(In thousands)
December 31, 2022
Real estate-personal
Current to 90 days past due
Over 90 days past due
Non-accrual
Total Real estate-personal:
Consumer
Current to 90 days past due
Over 90 days past due
Total Consumer:
Revolving home equity
Current to 90 days past due
Over 90 days past due
Total Revolving home equity:
Consumer credit card
Current to 90 days past due
Over 90 days past due
Total Consumer credit card:
Overdrafts
Current to 90 days past due
Over 90 days past due
Total Overdrafts:
Personal banking loans
Current to 90 days past due
Over 90 days past due
Non-accrual
Total Personal banking loans:
Collateral-dependent loans
The Company's collateral-dependent loans are comprised of large loans on non-accrual status. The Company requires that
collateral-dependent loans are either over-collateralized or carry collateral equal to the amortized cost of the loan. The
following table presents the amortized cost basis of collateral-dependent loans as of December 31, 2023 and 2022.
(In thousands)
Commercial:
Business
Revolving home equity
Total
December 31, 2023
December 31, 2022
Business
Assets
Real Estate
Oil & Gas
Assets
Total
Business
Assets
Oil & Gas
Assets
Total
$
$
1,183 $
—
1,183 $
— $
1,977
1,977 $
1,238 $
—
1,238 $
2,421
1,977
4,398
$
$
2,778 $
— $
2,778 $
1,824 $
—
1,824 $
4,602
—
4,602
Other Personal Banking loan information
As noted above, 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 "Credit quality indicators." In addition, FICO scores are
obtained and updated on a quarterly basis for most of the loans in the Personal Banking portfolio. This is a published credit
score designed to measure the risk of default by taking into account various factors from a borrower's financial history and is
considered supplementary information utilized by the Company, as management does not consider this information in
evaluating the allowance for credit losses on loans. 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 $168.9 million at December 31, 2023 and $179.2
million at December 31, 2022. The table also excludes consumer loans related to the Company's patient healthcare loan
89
program, which totaled $211.3 million at December 31, 2023 and $197.5 million at December 31, 2022. 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 7% 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, 2023 and 2022 by
FICO score.
December 31, 2023
FICO score:
Under 600
600 – 659
660 – 719
720 – 779
780 and over
Total
December 31, 2022
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
2.0 %
2.5 %
1.9 %
4.7 %
2.3
8.5
21.9
65.3
4.3
12.9
28.2
52.1
3.3
10.9
22.4
61.5
12.1
29.2
27.0
27.0
100.0 %
100.0 %
100.0 %
100.0 %
1.4 %
2.2 %
1.5 %
3.4 %
2.2
8.1
23.7
64.6
4.2
14.5
26.7
52.4
2.8
9.7
21.4
64.6
11.4
30.8
27.1
27.3
100.0 %
100.0 %
100.0 %
100.0 %
Modifications for borrowers experiencing financial difficulty
When borrowers are experiencing financial difficulty, the Company may agree to modify the contractual terms of a loan to a
borrower in order to assist the borrower in repaying principal and interest owed to the Company.
The Company's modifications of loans to borrowers experiencing financial difficulty are generally in the form of term
extensions, repayment plans, payment deferrals, forbearance agreements, interest rate reductions, forgiveness of interest and/or
fees, or any combination thereof. Commercial loans modified to borrowers experiencing financial difficulty are primarily loans
that are substandard or non-accrual, where the maturity date was extended. Modifications on personal real estate loans are
primarily those placed on forbearance plans, repayment plans, or deferral plans where monthly payments are suspended for a
period of time or past due amounts are paid off over a certain period of time in the future or set up as a balloon payment at
maturity. Modifications to certain credit card and other small consumer loans are often modified under debt counseling
programs that can reduce the contractual rate or, in certain instances, forgive certain fees and interest charges. Other consumer
loans modified to borrowers experiencing financial difficulty consist of various other workout arrangements with consumer
customers.
90
The following tables present the amortized cost at December 31, 2023 of loans that were modified during the year ended
December 31, 2023.
For the Year Ended December 31, 2023
Term
Extension
Payment
Delay
Interest Rate
Reduction
Interest/Fees
Forgiven
Other
Total
% of Total
Loan
Category
$
28,179 $
105,549
— $
—
— $
—
— $
—
— $
—
28,179
105,549
383
30
—
$ 134,141 $
4,203
68
—
4,271 $
—
92
2,535
2,627 $
—
—
346
346 $
4,586
—
275
85
—
2,881
85 $ 141,470
0.5 %
2.8
0.2
—
0.5
0.8 %
(Dollars in thousands)
December 31, 2023
Commercial:
Business
Real estate – business
Personal Banking:
Real estate – personal
Consumer
Consumer credit card
Total
The estimate of lifetime expected losses utilized in the allowance for credit losses model is developed using average
historical experience on loans with similar risk characteristics, which includes losses from modifications of loans to borrowers
experiencing financial difficulty. As a result, a change to the allowance for credit losses is generally not recorded upon
modification. For modifications to loans made to borrowers experiencing financial difficulty that are placed on non-accrual
status, the Company determines the allowance for credit losses on an individual evaluation, using the same process that it
utilizes for other loans on non-accrual status. Modifications made to commercial loans which are not on non-accrual status for
borrowers experiencing financial difficulty are collectively evaluated based on internal risk rating, loan type, delinquency,
historical experience, and current economic factors. Modifications made to borrowers experiencing financial difficulty for
personal banking loans which are not on non-accrual status are collectively evaluated based on loan type, delinquency,
historical experience, and current economic factors.
If a loan to a borrower experiencing financial difficulty is modified and subsequently deemed uncollectible, the allowance
for credit losses continues to be based on individual evaluation, if that loan is already on non-accrual status. For those loans,
the allowance for credit losses is estimated using discounted expected cash flows or the fair value of collateral. If an accruing
loan made to a borrower experiencing financial difficulty is modified and subsequently deemed uncollectible, the loan's risk
rating is downgraded to non-accrual status and the loan's related allowance for credit losses is determined based on individual
evaluation, or if necessary, the loan is charged off and collection efforts begin.
The following tables summarize the financial impact of loan modifications and payment deferrals during the year ended
December 31, 2023.
Commercial:
Business
Real estate – business
Personal Banking:
Real estate – personal
Consumer
Personal Banking:
Real estate – personal
Consumer
Term Extension
For the Year Ended December 31, 2023
Extended maturity by a weighted average of 7 months.
Extended maturity by a weighted average of 13 months.
Extended maturity by a weighted average of 7 months.
Extended maturity by 10 years.
Payment Delay
For the Year Ended December 31, 2023
Deferred certain payments by a weighted average of 20 years.
Deferred certain payments by a weighted average of 71
months.
91
Personal Banking:
Consumer
Consumer credit card
Personal Banking:
Consumer credit card
Interest Rate Reduction
For the Year Ended December 31, 2023
Reduced weighted-average contractual interest rate from
average 22% to 6%.
Reduced weighted-average contractual interest rate from
average 22% to 6%.
Forgiveness of Interest/Fees
For the Year Ended December 31, 2023
Approximately $33 thousand of interest and fees forgiven.
The Company had commitments of $28.4 million at December 31, 2023 to lend additional funds to borrowers experiencing
financial difficulty and for whom the Company has modified the terms of loans in the form of principal forgiveness, an interest
rate reduction, an other-than-insignificant payment delay, or a term extension during the current reporting period.
The following table provides the amortized cost basis of loans to borrowers experiencing financial difficulty that had a
payment default during the year ended December 31, 2023 and were modified on or after January 1, 2023 (the date we adopted
ASU 2022-02) through December 31, 2023. For purposes of this disclosure, the Company considers "default" to mean 90 days
or more past due as to interest or principal. In addition to the loans below, the Company charged off $2.2 million and $729
thousand of business and consumer loans, respectively, during the year ended December 31, 2023 that were modified during the
period.
(Dollars in thousands)
December 31, 2023
Personal Banking:
Real estate – personal
Consumer
Consumer credit card
Total
For the Year Ended December 31, 2023
Payment Delay
Interest Rate
Reduction
Interest/Fees
Forgiven
Total
$
$
1,357 $
—
—
1,357 $
— $
24
332
356 $
— $
—
154
154 $
1,357
24
486
1,867
The following table presents the amortized cost basis at December 31, 2023 of loans that have been modified on or after
January 1, 2023 (the date we adopted ASU 2022-02) through December 31, 2023.
(In thousands)
December 31, 2023
Commercial:
Business
Real estate – business
Personal Banking:
Real estate – personal
Consumer
Consumer credit card
Total
Current
30-89 Days
Past Due
90 Days
Past Due
Total
$
$
26,941 $
102,388
3,303
233
2,071
134,936 $
1,238 $
3,161
751
28
456
5,634 $
— $
—
28,179
105,549
532
14
354
900 $
4,586
275
2,881
141,470
92
Troubled debt restructuring disclosures prior to the Company's adoption of ASU 2022-02
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. Certain personal real estate, revolving home
equity, and consumer loans were classified as consumer bankruptcy 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
Other consumer
Non-accrual loans
Total troubled debt restructurings
December 31, 2022
$
$
184,388
5,156
4,049
5,078
198,671
The table below shows the balance of troubled debt restructurings by loan classification at December 31, 2022, in addition
to the outstanding balances of these restructured loans which the Company considers to have been in default at any time during
the 12 months prior to December 31, 2022. 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
Total troubled debt restructurings
December 31, 2022
Balance 90 days past due
at any time during
previous 12 months
$
$
12,311 $
57,547
118,654
2,809
2,250
17
5,083
198,671 $
—
—
—
419
268
—
452
1,139
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. However, the effects of modifications to loans under
various debt management and assistance programs were estimated at December 31, 2022 to decrease interest income by
approximately $661 thousand on an annual, pre-tax basis, compared to amounts contractually owed. Performing consumer
loans where the debt was not reaffirmed in bankruptcy did not result in a concession, as no changes to loan terms occurred in
that process. Other modifications to consumer loans mainly involve extensions and other small modifications that did not
include the forgiveness of principal or interest.
The allowance for credit 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 other concessions granted
other than being renewed at non-market interest rates are judged to have similar risk characteristics as non-troubled debt
93
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 credit 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 credit
losses is determined based on individual evaluation, or if necessary, the loan is charged off and collection efforts begin.
The Company had $12.6 million commitments at December 31, 2022 to lend additional funds to borrowers with restructured
loans.
Loans held for sale
The Company designates certain long-term fixed rate personal real estate loans as held for sale, and the Company has
elected the fair value option for these loans. The election of the fair value option aligns the accounting for these loans with the
related economic hedges discussed in Note 19. The loans are primarily sold to FNMA and FHLMC. At December 31, 2023,
the fair value of these loans was $1.6 million, and the unpaid principal balance was $1.5 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, 2023 totaled $2.2 million.
At December 31, 2023, none of the loans held for sale were on non-accrual status or 90 days past due and still accruing.
Foreclosed real estate/repossessed assets
The Company’s holdings of foreclosed real estate totaled $270 thousand and $96 thousand at December 31, 2023 and 2022,
respectively, and included in those amounts were $270 thousand and $96 thousand of foreclosed residential real estate
properties held as a result of obtaining physical possession at December 31, 2023 and December 31, 2022, respectively.
Personal property acquired in repossession, generally autos, marine and recreational vehicles (RV), totaled $1.8 million and
$1.6 million at December 31, 2023 and 2022, respectively. Upon acquisition, these assets are recorded at fair value less
estimated selling costs at the date of foreclosure, establishing a new cost basis. They are subsequently carried at the lower of
this cost basis or fair value less estimated selling costs.
3. Investment Securities
Investment securities consisted of the following at December 31, 2023 and 2022:
(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
Equity method investments
Private equity investments
Total investment securities (1)
$
2023
9,684,760 $
28,830
2022
12,238,316
43,523
5,723
6,978
6,210
6,094
35,166
10,640
—
176,667
9,948,764 $
34,795
10,678
1,434
178,127
12,519,177
$
(1) Accrued interest receivable totaled $28.9 million and $38.8 million at December 31, 2023 and December 31, 2022, respectively, and was included within
other assets on the consolidated balance sheet.
94
The Company has elected to measure equity securities with no readily determinable fair value 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.
This portfolio includes the Company's 823,447 shares of Visa Class B common stock, which are held by Commerce
Bancshares, Inc. (the Company's parent company). These shares have a carrying value of zero, as there have not been
observable price changes in orderly transactions for identical or similar investments of the same issuer. During the year-ended
December 31, 2023, the Company did not record any impairment or significant other adjustments to the carrying amount of its
portfolio of equity securities with no readily determinable fair value.
At Visa, Inc.’s (“Visa”) annual meeting of shareholders on January 23, 2024, shareholders approved Proposal 4 – Approval
and Adoption of the Class B Exchange Offer Program Certificate Amendments as described in Visa's 2024 Proxy Statement.
This proposal authorizes Visa to enable the release and public sale of portions of Visa’s Class B common stock in a measured
and programmatic fashion through a series of exchange offers.
On January 24, 2024, the Company’s holdings of 823,447 shares of Visa Class B common stock were redenominated as
Visa Class B-1 common stock pursuant to Visa’s Eighth Restated Certificate of Incorporation. On January 29, 2024, Visa filed
Form S-4 Registration Statement with the Securities and Exchange Commission, which proposes an offer to exchange any and
all issued and outstanding shares of Class B-1 common stock for a combination of shares of Class B-2 common stock and
shares of Class C common stock. As of February 22, 2024, the Form S-4 Registration Statement was not yet effective. The
Company is currently evaluating the proposed exchange offer.
Other investment securities include Federal Reserve Bank (FRB) stock, Federal Home Loan Bank (FHLB) stock, equity
method investments, and investments in portfolio concerns held by the Company's private equity subsidiary. 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 based on total assets of the Company (subject to a cap) and the level of
borrowings from the FHLB. These holdings are carried at cost. These adjustments are included in non-interest income on the
Company's consolidated statements of income. The private equity investments 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 other comprehensive income (OCI). A summary of the available for sale debt
securities by maturity groupings as of December 31, 2023 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, 2023. 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, and GNMA,
in addition to non-agency mortgage-backed securities, which have no guarantee but are collateralized by commercial and
residential mortgages. Also included are certain other asset-backed securities, which are primarily collateralized by credit
cards, automobiles, student loans, and commercial loans. These securities differ from traditional debt securities primarily in
that they may have uncertain maturity dates and are priced based on estimated prepayment rates on the underlying collateral.
95
(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
Total U.S. government and federal agency obligations
Government-sponsored enterprise obligations:
After 5 but within 10 years
After 10 years
Total government-sponsored enterprise obligations
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
After 10 years
Total other debt securities
Amortized Cost
Fair Value
Weighted
Average Yield
$
399,926 $
263,138
178,203
841,267
4,948
50,710
55,658
62,701
403,542
750,535
129,855
394,466
255,368
166,680
816,514
4,505
39,457
43,962
61,763
376,194
649,221
110,241
1,346,633
1,197,419
4,621,821
3,901,346
1,331,288
1,157,898
2,200,712
2,107,485
8,153,821
7,166,729
48,102
206,942
239,082
13,260
507,386
47,374
195,385
205,950
11,427
460,136
1.44 *%
1.26 *
.54 *
1.19 *
2.94
2.32
2.38
1.31
1.67
1.82
2.13
1.78
2.10
2.37
2.33
2.20
1.87
2.02
1.83
1.82
1.91 %
Total available for sale debt securities
$
10,904,765 $
9,684,760
* 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 $404.4 million, at fair value, at December 31, 2023. Interest paid on these securities increases with inflation and
decreases with deflation, as measured by the non-seasonally adjusted Consumer Price Index (CPI-U). At maturity, the principal
paid is the greater of an inflation-adjusted principal or the original principal.
Allowance for credit losses on available for sale debt securities
Securities for which fair value is less than amortized cost are reviewed for impairment. Special emphasis 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, or those which have been identified based on management’s judgment. These securities
are placed on a watch list and cash flow analyses are prepared on an individual security basis. Certain securities are analyzed
using a projected cash flow model, discounted to present value, and compared to the current amortized cost bases of the
securities. The model uses input factors such as cash flow projections, contractual payments required, expected delinquency
rates, credit support from other tranches, prepayment speeds, collateral loss severity rates (including loan to values), and
various other information related to the underlying collateral. Securities not analyzed using the cash flow model are analyzed
by reviewing credit ratings, credit support agreements, and industry knowledge to project future cash flows and any possible
credit impairment.
At December 31, 2023, the fair value of securities on this watch list was $1.2 billion compared to $1.3 billion at
December 31, 2022. Almost all of the securities included on the Company's watch list were experiencing unrealized loss
positions due to the significant increase in interest rates and were analyzed outside of the cash flow model. At December 31,
96
2023, the securities on the Company's watch list that were not deemed to be solely related to increasing interest rates were
securities backed by government-guaranteed student loans and are expected to perform as contractually required. As of
December 31, 2023, the Company did not identify any securities for which a credit loss exists, and for the years ended
December 31, 2023 and 2022, the Company did not recognize a credit loss expense on any available for sale debt securities.
The table below summarizes debt securities available for sale in an unrealized loss position, aggregated by length of loss
period, for which an allowance for credit losses has not been recorded at December 31, 2023 and 2022. Unrealized losses on
these available for sale securities have not been recognized into income because after review, the securities were deemed not to
be impaired. The unrealized losses on these securities are primarily attributable to changes in interest rates and current market
conditions. At December 31, 2023, the Company does not intend to sell the securities, nor is it anticipated that it would be
required to sell any of these securities at a loss.
(In thousands)
December 31, 2023
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
$
51,585 $
809 $ 714,400 $
24,025 $ 765,985 $
24,834
Government-sponsored enterprise obligations
—
—
43,962
11,696
43,962
11,696
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, 2022
24,022
760
1,167,607
148,478
1,191,629
149,238
4,382
—
19,086
23,468
59
—
3,875,432
720,649
3,879,814
720,708
1,152,045
173,526
1,152,045
173,526
156
2,081,293
93,076
2,100,379
93,232
215
7,108,770
987,251
7,132,238
987,466
—
—
460,136
47,250
460,136
47,250
$
99,075 $
1,784 $ 9,494,875 $ 1,218,700 $ 9,593,950 $ 1,220,484
U.S. government and federal agency obligations
$ 605,840 $
17,490 $ 380,573 $
25,940 $ 986,413 $
43,430
Government-sponsored enterprise obligations
25,068
4,650
18,040
7,971
43,108
12,621
State and municipal obligations
814,799
26,708
875,329
171,385
1,690,128
198,093
Mortgage and asset-backed securities:
Agency mortgage-backed securities
1,323,938
125,330
2,966,851
654,327
4,290,789
779,657
Non-agency mortgage-backed securities
135,984
16,736
1,069,222
195,218
1,205,206
211,954
Asset-backed securities
1,331,055
50,056
2,006,188
140,424
3,337,243
190,480
Total mortgage and asset-backed securities
2,790,977
192,122
6,042,261
989,969
8,833,238 1,182,091
Other debt securities
Total
166,040
9,690
308,818
54,707
474,858
64,397
$ 4,402,724 $ 250,660 $ 7,625,021 $ 1,249,972 $ 12,027,745 $ 1,500,632
The entire available for sale debt securities portfolio included $9.6 billion of securities that were in a loss position at
December 31, 2023, compared to $12.0 billion at December 31, 2022. The total amount of unrealized loss on these securities
was $1.2 billion at December 31, 2023, a decrease of $280.1 million compared to the unrealized loss at December 31, 2022.
Securities with significant unrealized losses are discussed in the "Allowance for credit losses on available for sale debt
securities" section above.
97
For debt securities classified as available for sale, the following table shows the amortized cost, fair value, and allowance for
credit losses of securities available for sale at December 31, 2023 and 2022 and the corresponding amounts of gross unrealized
gains and losses (pre-tax) in AOCI, by security type.
(In thousands)
December 31, 2023
Amortized Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Allowance for
Credit Losses
Fair Value
U.S. government and federal agency obligations
$
841,267 $
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, 2022
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
55,658
1,346,633
4,621,821
1,331,288
2,200,712
8,153,821
507,386
55,729
1,965,028
5,087,893
1,423,469
3,588,025
10,099,387
539,255
U.S. government and federal agency obligations
$
1,078,807 $
81 $
—
24
(24,834) $
(11,696)
(149,238)
233
136
5
374
—
(720,708)
(173,526)
(93,232)
(987,466)
(47,250)
— $
—
—
816,514
43,962
1,197,419
—
—
—
—
—
3,901,346
1,157,898
2,107,485
7,166,729
460,136
29 $
—
174
191
92
256
539
—
(43,430) $
(12,621)
(198,093)
(779,657)
(211,954)
(190,480)
(1,182,091)
(64,397)
— $
—
—
1,035,406
43,108
1,767,109
—
—
—
—
—
4,308,427
1,211,607
3,397,801
8,917,835
474,858
$
10,904,765 $
479 $
(1,220,484) $
— $
9,684,760
$
13,738,206 $
742 $
(1,500,632) $
— $
12,238,316
98
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:
Gains realized on sales
Losses realized on sales
Equity securities:
Gains 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
2023
2022
2021
$ 1,101,782 $
—
40,167
86,240 $
17
20,714
$ 1,141,949 $ 106,971 $
69,809
—
11,002
80,811
$
143 $
— $
—
(8,587)
(20,273)
(3,284)
—
(487)
17
(943)
—
187
976
(1,076)
24,016
14,985 $
1,670
(3,798)
43,833
20,506 $
1,611
(159)
31,704
30,059
$
At December 31, 2023, securities totaling $7.5 billion in fair value were pledged to secure public fund deposits, securities
sold under agreements to repurchase, trust funds, and borrowings at the FRB and FHLB, compared to $4.7 billion at
December 31, 2022. Securities pledged under agreements pursuant to which the collateral may be sold or re-pledged by the
secured parties approximated $208 thousand, 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.
99
4. Premises and Equipment
Premises and equipment consist of the following at December 31, 2023 and 2022:
(In thousands)
Land
Buildings and improvements
Equipment
Right of use leased assets
Total
Less accumulated depreciation
Net premises and equipment
2023
2022
$
88,564 $
730,445
244,636
26,962
89,342
673,802
237,867
26,030
1,090,607
1,027,041
621,548
$
469,059 $
608,132
418,909
Depreciation expense of $36.1 million in 2023, $32.3 million in 2022, and $31.9 million in 2021, was included in occupancy
expense and equipment expense in the consolidated statements of income. Repairs and maintenance expense of $18.5 million,
$17.7 million, and $16.0 million for 2023, 2022 and 2021, respectively, was included in occupancy expense and equipment
expense. Interest expense capitalized on constructions projects totaled $903 thousand, $1.4 million, and $29 thousand in 2023,
2022 and 2021, respectively.
Right of use leased assets are comprised mainly of operating leases for branches, office space, ATM locations, and certain
equipment, as described in Note 6.
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, 2023
December 31, 2022
Gross
Carrying
Amount
Accumulated
Amortization
Valuation
Allowance
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Valuation
Allowance
Net
Amount
$ 5,550
13,723
$ 19,273
$
$
(5,092) $
(3,602)
(8,694) $
—
—
—
$
458
10,121
$ 10,579
$ 31,270
22,187
$
(30,565) $
(11,258)
$ 53,457
$
(41,823) $
—
—
—
$
705
10,929
$ 11,634
The carrying amount of goodwill and its allocation among segments at December 31, 2023 and 2022 is shown in the table
below. As a result of ongoing assessments, no impairment of goodwill was recorded in 2023, 2022 or 2021. Further, the
annual assessment of qualitative factors on January 1, 2024 revealed no likelihood of impairment as of that date.
(In thousands)
Consumer segment
Commercial segment
Wealth segment
Total goodwill
December 31,
2023
December 31,
2022
$
$
70,721 $
75,072
746
146,539 $
70,721
67,454
746
138,921
100
In addition to its intangible assets with estimable useful lives included in the table above, the Company also has a $3.6
million intangible asset for an easement in connection with a commercial office complex in Clayton, Missouri. The easement,
which grants the Company access to all portions of the parking facility and terrace garden, is perpetual and will be assessed for
impairment at least annually, or whenever events or circumstances indicate an impairment may have occurred. No impairment
was identified at December 31, 2023.
Changes in the net carrying amount of goodwill and other net intangible assets for the years ended December 31, 2023 and
2022 are shown in the following table.
(In thousands)
Balance at December 31, 2021
Originations, net of disposals
Amortization
Impairment recovery
Balance at December 31, 2022
Acquisition
Originations, net of disposals
Amortization
Balance at December 31, 2023
Goodwill
Easement
Core Deposit
Premium
Mortgage
Servicing Rights
$
138,921 $
3,600 $
1,004 $
—
—
—
138,921
7,618
—
—
—
—
—
3,600
—
—
—
$
146,539 $
3,600 $
—
(299)
—
705
—
—
(247)
458 $
10,966
1,317
(1,658)
304
10,929
—
340
(1,148)
10,121
During 2023, the Company wrote off $25.7 million of core deposit intangible assets that were fully amortized. Also during
2023, the Company acquired L.J. Hart & Company, a municipal bond underwriter and advisor, and the acquisition resulted in
goodwill of $7.6 million.
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 at a tranche level, and if impairment is indicated,
recorded at fair value. Temporary impairment, including impairment recovery, is effected through a change in a valuation
allowance. During 2023, no impairment or impairment recovery was recognized. The fair value of the MSRs is based on the
present value of expected future cash flows, as further discussed in Note 17 on Fair Value Measurements.
Aggregate amortization expense on intangible assets for the years ended December 31, 2023, 2022 and 2021 was $1.4
million, $2.0 million and $3.1 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, 2023. 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)
2024
2025
2026
2027
2028
$
1,315
1,153
1,007
867
752
6. Leases
The Company's leasing activities include leasing certain real estate and equipment, providing lease financing to commercial
customers, and leasing office space to third parties. The Company uses the FHLB fixed-advance rate at lease commencement
or at any subsequent remeasurement event date based on the remaining lease term to calculate the liability for each lease.
Lessee
The Company's operating leases are primarily for branches, office space, ATM locations, and certain equipment. As of
December 31, 2023, the right-of-use asset for operating leases, reported within premises and equipment, net, and lease liability,
reported within other liabilities, recognized on the Company's consolidated balance sheets totaled $26.5 million and $26.9
101
million, respectively, compared to right-of-use assets of $24.9 million and lease liability of $25.2 million at December 31, 2022.
Total lease cost for the year ended December 31, 2023 was $8.3 million, compared to $7.9 million for the year ended
December 31, 2022. For leases with a term of 12 months or less, an election was made not to recognize lease assets and lease
liabilities for all asset classes, and to recognize lease expense for these leases on a straight-line basis over the lease term. The
Company's leases have remaining terms of 1 month to 28 years, most of which contain renewal options. However, the renewal
options are generally not included in the leased asset or liability because the option exercises are uncertain.
The maturities of operating leases are included in the table below.
(in thousands)
2024
2025
2026
2027
2028
After 2028
Total lease payments
Less: Interest
Present value of lease liabilities
Operating
Leases(1)
$
$
$
6,290
4,434
3,833
3,609
3,303
12,624
34,093
7,199
26,894
(1) Excludes $743 thousand of legally binding minimum lease payments for operating leases signed but not yet commenced.
The following table presents the average lease term and discount rate of operating leases.
Weighted-average remaining lease term
Weighted-average discount rate
December 31, 2023
December 31, 2022
9.9 years
4.11 %
10.6 years
3.73 %
Supplemental cash flow information related to operating leases is included in the table below.
(in thousands)
Operating cash paid toward lease liabilities
Leased assets obtained in exchange for new lease liabilities
For the Year Ended
December 31
2023
2022
$
$
6,486
7,085
6,529
5,161
Lessor
The Company has net investments in direct financing and sales-type leases to commercial, industrial, and tax-exempt
entities. These leases are included within business loans on the Company's consolidated balance sheets. The Company
primarily leases various types of equipment, trucks and trailers, and office furniture and fixtures. Lease agreements may
include options for the lessee to renew or purchase the leased equipment at the end of the lease term. The Company has elected
to adopt the lease component expedient in which the lease and nonlease components are combined into the total lease
receivable. The Company also leases office space to third parties, and these leases are classified as operating leases. The leases
may include options to renew or to expand the leased space, and currently the leases have remaining terms of 1 month to 15
years.
The following table provides the components of lease income.
(in thousands)
Direct financing and sales-type leases
Operating leases(1)
Total lease income
For the Year Ended December 31
2023
2022
31,127
13,036
44,163 $
22,144
8,948
31,092
$
(1) Includes rent from Tower Properties, a related party, of $76 thousand for the years ended both December 31, 2023 and 2022.
102
The following table presents the components of the net investments in direct financing and sales-type leases.
(in thousands)
Lease payment receivable
Unguaranteed residual assets
Total net investments in direct financing and sales-type leases
Deferred origination cost
Total net investment included within business loans
December 31, 2023
December 31, 2022
$
$
$
729,891 $
134,105
863,996 $
3,024
867,020 $
704,509
72,157
776,666
3,222
779,888
The maturities of lease receivables are included in the table below.
(in thousands)
2024
2025
2026
2027
2028
After 2028
Total lease receipts
Less: Net present value adjustment
Present value of lease receipts
7. Deposits
Direct Financing and
Sale-Type Leases
Operating
Leases
Total
$
$
11,976 $
10,725
10,080
9,034
8,352
46,783
96,950 $
230,617
192,828
156,510
119,362
76,202
127,644
903,163
218,641 $
182,103
146,430
110,328
67,850
80,861
806,213 $
76,322
729,891
At December 31, 2023, the scheduled maturities of certificates of deposit were as follows:
(In thousands)
Due in 2024
Due in 2025
Due in 2026
Due in 2027
Due in 2028
Total
$ 2,647,310
185,368
29,435
7,906
5,671
$ 2,875,690
The aggregate amount of certificates of deposit that exceeded the $250,000 FDIC insurance limit totaled $1.3 million at
December 31, 2023.
8. Borrowings
At December 31, 2023, the Company's borrowings primarily consisted of federal funds purchased and securities sold under
agreements to repurchase (repurchase agreements). The following table sets forth selected information for federal funds
purchased and repurchase agreements.
(Dollars in thousands)
Federal funds purchased and repurchase agreements:
2023
2022
2021
Year End
Weighted
Rate
Average
Weighted
Rate
Average Balance
Outstanding
Maximum
Outstanding at
any Month End
Balance at
December 31
2.78 %
3.47 % $
2,839,633 $
3,133,020 $
2,908,815
2.01
.06
1.06
.07
2,439,279
2,841,734
2,841,734
2,334,837
3,022,967
3,022,967
103
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, 2023), and $2.6 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 and repurchase agreement maturity is provided in Note 20 on Resale and Repurchase Agreements. Accrued interest
for repurchase agreements was $695 thousand, $275 thousand and $9 thousand at December 31, 2023, 2022 and 2021,
respectively.
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, 2023, 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 $639.5 million at
December 31, 2023.
9. Income Taxes
The components of income tax expense from operations for the years ended December 31, 2023, 2022 and 2021 were as
follows:
(In thousands)
Year ended December 31, 2023:
U.S. federal
State and local
Total
Year ended December 31, 2022:
U.S. federal
State and local
Total
Year ended December 31, 2021:
U.S. federal
State and local
Total
Current
Deferred
Total
$
$
$
$
$
$
124,787 $
17,161
141,948 $
96,849 $
13,793
110,642 $
104,924 $
15,174
120,098 $
(6,228) $
(1,171)
(7,399) $
19,990 $
1,726
21,716 $
22,184 $
3,429
25,613 $
118,559
15,990
134,549
116,839
15,519
132,358
127,108
18,603
145,711
The components of income tax (benefit) expense recorded directly to stockholders’ equity for the years ended 2023, 2022
and 2021 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
Income tax (benefit) expense allocated to stockholders’ equity
2023
2022
2021
$
$
69,972 $
(6,017)
1,197
65,152 $
(382,697) $
(6,446)
1,161
(387,982) $
(80,211)
(6,040)
1,484
(84,767)
104
Significant components of the Company’s deferred tax assets and liabilities at December 31, 2023 and 2022 were as
follows:
(In thousands)
Deferred tax assets:
Unrealized loss on available for sale debt securities
Loans, principally due to allowance for credit losses
Unearned fee income
Accrued expenses
Equity-based compensation
Deferred compensation
Other
Total deferred tax assets
Deferred tax liabilities:
Equipment lease financing
Land, buildings, and equipment
Cash flow hedges
Intangible assets
Private equity investments
Other
Total deferred tax liabilities
Net deferred tax assets (liabilities)
2023
2022
$
$
305,001 $
44,702
10,810
10,531
8,082
7,894
812
387,832
99,453
21,016
9,468
7,545
6,888
7,235
151,605
236,227 $
374,973
43,553
5,534
6,748
7,491
7,864
1,737
447,900
91,913
17,210
19,747
7,519
9,393
8,138
153,920
293,980
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, therefore, no valuation allowance is needed for the deferred tax assets at year end.
A reconciliation between the expected federal income tax expense using the federal statutory tax rate of 21%, and the
Company's actual income tax expense for 2023, 2022, and 2021 is provided below. 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:
State and local income taxes, net of federal tax benefit
Tax-exempt interest, net of cost to carry
Non-deductible FDIC insurance premiums
Share-based award payments
Other
Total income tax expense
2023
2022
2021
$
128,438 $
130,359 $
142,060
12,633
(7,002)
2,101
(1,176)
(445)
12,260
(8,473)
1,376
(1,669)
(1,495)
14,697
(9,002)
1,090
(2,941)
(193)
$
134,549 $
132,358 $
145,711
The gross amount of unrecognized tax benefits was $1.3 million and $1.2 million at December 31, 2023 and 2022,
respectively, and the total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, was $1.0
million at both December 31, 2023 and 2022. The activity in the accrued liability for unrecognized tax benefits for the years
ended December 31, 2023 and 2022 was as follows:
(In thousands)
2023
2022
Unrecognized tax benefits at beginning of year
$
1,205 $
Gross increases – tax positions in prior period
Gross increases – current-period tax positions
Lapse of statute of limitations
25
336
(296)
Unrecognized tax benefits at end of year
$
1,270 $
1,276
21
235
(327)
1,205
The Company and its subsidiaries are subject to income tax by federal, state and local government taxing authorities. Tax
years 2020 through 2023 remain open to examination for U.S. federal income tax and for major state taxing jurisdictions.
105
10. 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
2023
2022
2021
$
$
31,507 $
36,277
19,216
499
3,587
91,086 $
29,580 $
31,004
18,590
516
3,097
82,787 $
28,084
31,131
17,237
388
1,170
78,010
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. 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. 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. 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 2023, 2022 or 2021. The minimum required contribution for 2024 is expected to be zero.
The Company does not expect to make any further contributions in 2024 other than the necessary funding contributions to the
CERP. Distributions under the CERP were $806 thousand, $14 thousand and $14 thousand during 2023, 2022 and 2021,
respectively.
The following items are components of the net pension cost for the years ended December 31, 2023, 2022 and 2021.
(In thousands)
Service cost
Interest cost on projected benefit obligation
Expected return on plan assets
Amortization of prior service cost
Amortization of unrecognized net (gain) loss
Net periodic pension cost
2023
2022
2021
$
499 $
516 $
4,615
(4,051)
(271)
1,464
2,725
(4,515)
(271)
1,717
$
2,256 $
172 $
388
2,169
(4,532)
(271)
2,578
332
106
The following table sets forth the pension plans’ funded status, using valuation dates of December 31, 2023 and 2022.
(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
2023
2022
$
95,842 $
121,738
499
4,615
(7,667)
660
93,949
88,396
8,307
806
(7,667)
89,842
516
2,725
(6,933)
(22,204)
95,842
109,807
(14,492)
14
(6,933)
88,396
(7,446)
Funded status and net amount recognized at valuation date
$
(4,107) $
The unfunded pension benefit obligation decreased $3.3 million from the prior year primarily due to the plan assets earning
$4.3 million more than expected. This decrease was slightly offset by a decrease in the discount rate from 5.19% to 4.98%.
The accumulated benefit obligation, which represents the liability of a plan using only benefits as of the measurement date,
was $93.9 million and $95.8 million for the combined plans on December 31, 2023 and 2022, respectively.
107
Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss) at
December 31, 2023 and 2022 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 credit (cost)
Accumulated gain (loss)
Accumulated other comprehensive income (loss)
Cumulative employer contributions in excess of net periodic benefit cost
2023
2022
$
181 $
(18,304)
(18,123)
14,016
Net amount recognized as an accrued benefit liability on the December 31 balance sheet
$
(4,107) $
Net gain (loss) arising during period
Amortization of net (gain) loss
Amortization of prior service cost
Total recognized in other comprehensive income (loss)
Total income (expense) recognized in net periodic pension cost and other comprehensive income
3,594
1,464
(271)
4,787 $
2,531 $
$
$
The following assumptions, on a weighted average basis, were used in accounting for the plans.
452
(23,363)
(22,911)
15,465
(7,446)
3,197
1,717
(271)
4,643
4,471
Determination of benefit obligation at year end:
Effective discount rate on benefit obligations
Assumed cash balance interest crediting rate
Determination of net periodic benefit cost for year ended:
Effective discount rate on benefit obligations
Effective rate for interest cost on benefit obligations
Long-term rate of return on assets
Assumed cash balance interest crediting rate
2023
2022
2021
4.98 %
5.00 %
5.19 %
5.09 %
4.75 %
5.00 %
5.19 %
5.00 %
2.64 %
2.15 %
4.25 %
5.00 %
2.58 %
5.00 %
2.25 %
1.63 %
4.25 %
5.00 %
108
The following table shows the fair values of the Company’s pension plan assets by asset category at December 31, 2023 and
2022. Information about the valuation techniques and inputs used to measure fair value are provided in Note 17 on Fair Value
Measurements.
(In thousands)
December 31, 2023
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, 2022
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
$
14,041 $
14,041 $
— $
1,039
3,740
2,230
2,271
5,687
48,534
4,443
5,809
1,809
239
89,842 $
—
—
—
—
—
—
4,443
5,809
1,809
239
26,341 $
1,039
3,740
2,230
2,271
5,687
48,534
—
—
—
—
63,501 $
9,960 $
9,960 $
— $
1,022
6,840
2,871
2,527
6,768
35,234
4,395
15,868
2,604
307
88,396 $
—
—
—
—
—
—
4,395
15,868
2,604
307
33,134 $
1,022
6,840
2,871
2,527
6,768
35,234
—
—
—
—
55,262 $
$
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(a) This category represents bonds (excluding mortgage-backed securities) issued by agencies such as the Government National Mortgage Association, 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 technology
services, financial services, electronic technology, healthcare technology, and retail trade 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, 2023. Under the current policy, the long-term
investment target mix for the plan is 10% equity securities and 90% fixed income securities. The Company regularly reviews its
policies on investment mix and may make changes depending on economic conditions and perceived investment risk.
109
The assumed overall expected long-term rate of return on pension plan assets used in calculating 2023 pension plan expense
was 4.75%. 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 4.9%. During 2023, the plan’s assets gained 10.3% of their value, compared to a loss of
12.0% in 2022. 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 $1.7 million in 2024, compared to $2.3 million in 2023.
The following future benefit payments are expected to be paid:
(In thousands)
2024
2025
2026
2027
2028
2029 - 2033
$
7,883
7,859
7,734
7,618
7,434
33,673
11. Stock-Based Compensation and Directors Stock Purchase Plan*
The Company’s stock-based compensation is provided under a stockholder-approved plan that 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 restricted stock awards and stock appreciation rights. At December 31, 2023, 6,197,988 shares remained
available for issuance under the plan. The stock-based compensation expense that was charged against income was $17.1
million, $17.0 million and $15.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. The total
income tax benefit recognized in the income statement for share-based compensation arrangements was $3.2 million, $3.0
million and $2.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.
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, 2023 and
changes during the year then ended is presented below.
Nonvested at January 1, 2023
Granted
Vested
Forfeited
Nonvested at December 31, 2023
Shares
Weighted
Average Grant
Date Fair Value
1,206,004 $
331,889
(341,152)
(30,406)
1,166,335 $
55.43
59.11
48.30
58.13
58.48
The total fair value (at vest date) of shares vested during 2023, 2022 and 2021 was $20.9 million, $18.8 million and $17.6
million, respectively.
110
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 generally vest ratably over 4 years of continuous service and have 10-year contractual terms. All SARs
must be settled in stock under provisions of the plan. A summary of SAR activity during 2023 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, 2023
Granted
Forfeited
Expired
Exercised
Outstanding at December 31, 2023
Exercisable at December 31, 2023
995,591 $
94,173
(5,250)
(6,114)
(55,079)
1,023,321 $
786,452 $
44.59
62.52
60.99
49.63
26.33
47.10
42.66
4.8 years
3.9 years
$
$
9,189
9,132
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
Additional information about SARs exercised is presented below.
2023
$17.76
2022
$15.80
2021
$14.50
1.6 %
27.9 %
3.9 %
1.5 %
28.4 %
1.6 %
1.4 %
28.2 %
.7 %
5.8 years
5.7 years
5.7 years
(In thousands)
Intrinsic value of SARs exercised
Tax benefit realized SARs exercised
2023
2022
2021
$
1,723 $
362
2,448 $
462
7,664
1,488
As of December 31, 2023, there was $34.0 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 3.1 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 103,307 at December 31, 2023. Shares authorized for issuance under the plan were increased to 150,000
shares in February 2022. In 2023, 32,841 shares were purchased at an average price of $52.07, and in 2022, 22,811 shares were
purchased at an average price of $64.07.
* All share and per share amounts in this note have been restated for the 5% common stock dividend distributed in 2023.
111
12. Accumulated Other Comprehensive Income
The table below shows the activity and accumulated balances for components of other comprehensive income. The largest
component is the unrealized holding gains and losses on available for sale debt securities. Another component is the
amortization from other comprehensive income of losses associated with pension benefits, which occurs as the losses are
included in current net periodic pension cost. The remaining component is gains and losses in fair value on certain interest rate
floors that have been designated as cash flow hedges, including interest rate floors terminated in prior years. For those
terminated floors, the realized gains are amortized into interest income through the original maturity dates of the floors.
Information about unrealized gains and losses on securities can be found in Note 3, information about unrealized gains and
losses on pension plans can be found in Note 10, and information about unrealized gains and losses on cash flow hedge
derivatives is located in Note 19.
(In thousands)
Balance January 1, 2023
Other comprehensive income (loss) before reclassifications to current
earnings
Amounts reclassified to current earnings from accumulated other
comprehensive income
Current period other comprehensive income (loss), before tax
Income tax (expense) benefit
Unrealized Gains
(Losses) on
Securities (1)
Pension
Loss
Unrealized
Gains (Losses)
on Cash Flow
Hedge
Derivatives (2)
Total
Accumulated
Other
Comprehensive
Income (Loss)
$
(1,124,915) $ (17,186) $
55,237
$ (1,086,864)
271,442
3,594
(8,860)
266,176
8,444
279,886
1,193
4,787
(69,972)
(1,197)
(15,209)
(24,069)
6,017
(5,572)
260,604
(65,152)
195,452
Current period other comprehensive income (loss), net of tax
209,914
3,590
(18,052)
Balance December 31, 2023
Balance January 1, 2022
$
$
(915,001) $ (13,596) $
23,174 $ (20,668) $
37,185
74,574
$
$
(891,412)
77,080
Other comprehensive income (loss) before reclassifications to current
earnings
Amounts reclassified to current earnings 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
(1,551,059)
3,197
(2,428)
(1,550,290)
20,273
(1,530,786)
382,697
(1,148,089)
1,446
4,643
(1,161)
3,482
(23,355)
(1,636)
(25,783)
(1,551,926)
6,446
387,982
(19,337)
(1,163,944)
Balance December 31, 2022
$
(1,124,915) $ (17,186) $
55,237
$ (1,086,864)
(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.
13. Segments
The Company segregates financial information for use in assessing its performance and allocating resources among three
operating segments: Consumer, Commercial, and Wealth. The Consumer segment consists of various consumer loan and
deposit products offered through its retail branch network of approximately 140 locations. This segment also includes indirect
and other consumer loan financing businesses, along with debit and credit card loan and fee businesses. In order to reflect a
change in the Company's management of its portfolio of residential mortgage loans that it retains, the Company began including
those loans in the Consumer segment on January 1, 2023. These loans had previously been included in the Other/Elimination
column. As a result of this change, loans of approximately $1.9 billion were reclassified from the Other/Elimination column
into the Consumer segment and prior periods presented below were restated to also reflect this change.
The Commercial segment provides corporate lending (including the Small Business Banking product line within the branch
network), leasing, and international services, along with business and governmental deposit products and commercial cash
management services. This segment also includes both merchant and commercial bank card products as well as the Capital
Markets Group, which sells fixed income securities and provides securities safekeeping and accounting services to its business
and correspondent bank customers. The Wealth segment provides traditional trust and estate planning, advisory and
discretionary investment management, and brokerage services. This segment also provides various loan and deposit related
services to its private banking customers.
112
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. A standard cost for funds used is
applied to assets, and a credit for funds provided is applied to 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.
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, 2023:
Net interest income
Provision for credit losses
Non-interest income
Investment securities gains, net
Non-interest expense
Income before income taxes
Year ended December 31, 2022:
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, 2021:
Net interest income
Provision for loan losses
Non-interest income
Investment securities gains, net
Non-interest expense
Income before income taxes
Consumer
Commercial
Wealth
Segment Totals
Other/
Elimination
Consolidated
Totals
$
$
$
$
$
$
413,856 $
(27,459)
99,910
—
(326,838)
159,469 $
366,749 $
(17,832)
106,538
—
(308,899)
146,556 $
348,565 $
(23,224)
126,218
—
(299,998)
151,561 $
482,389 $
(3,513)
246,183
—
(391,980)
333,079 $
452,686 $
(1,196)
224,890
—
(365,276)
311,104 $
453,692 $
4,845
211,048
—
(329,313)
340,272 $
73,251 $
(28)
218,241
—
(157,679)
133,785 $
74,416 $
(8)
213,388
—
(144,914)
142,882 $
71,522 $
(52)
213,617
—
(136,356)
148,731 $
969,496 $
(31,000)
564,334
—
(876,497)
626,333 $
893,851 $
(19,036)
544,816
—
(819,089)
600,542 $
873,779 $
(18,431)
550,883
—
(765,667)
640,564 $
28,633 $
(4,451)
8,711
14,985
(54,485)
(6,607) $
48,334 $
(9,035)
1,719
20,506
(29,688)
31,836 $
(38,355) $
84,757
9,510
30,059
(40,234)
45,737 $
998,129
(35,451)
573,045
14,985
(930,982)
619,726
942,185
(28,071)
546,535
20,506
(848,777)
632,378
835,424
66,326
560,393
30,059
(805,901)
686,301
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 credit losses in this category contains
the difference between net loan charge-offs assigned directly to the segments and the recorded provision for credit loss expense.
Included in this category’s net interest income are earnings of the investment portfolio, which are not allocated to a segment.
Additionally, in 2023, interest expense on the Company's brokered deposits, which matured in the fourth quarter of 2023, is
included in this column, as the Company's brokered deposits were not allocated to a segment.
113
Segment Balance Sheet Data
(In thousands)
Average balances for 2023:
Assets
Loans, including held for sale
Goodwill and other intangible assets
Deposits
Average balances for 2022:
Assets
Loans, including held for sale
Goodwill and other intangible assets
Deposits
$
$
Consumer
Commercial
Wealth
Segment Totals
Other/
Elimination
Consolidated
Totals
3,984,071 $ 11,351,223 $
3,832,483
11,061,461
81,655
12,243,033
10,375,075
72,066
1,892,958 $ 17,228,252 $ 14,712,363 $ 31,940,615
16,782,842
1,878,440
158,067
746
25,308,381
2,377,397
16,772,384
154,467
24,995,505
10,458
3,600
312,876
3,853,875 $ 10,239,825 $
10,021,057
3,705,110
67,727
82,566
11,941,396
13,417,312
1,838,023 $ 15,931,723 $ 17,673,594 $ 33,605,317
15,569,741
1,827,283
154,639
746
28,100,697
2,804,781
15,553,450
151,039
28,163,489
16,291
3,600
(62,792)
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, federal funds sold and
brokered deposits), 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.
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.
114
14. Common Stock*
On December 19, 2023, the Company distributed a 5% stock dividend on its $5 par common stock for the 30th 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 11, 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 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 attributable to Commerce Bancshares, Inc.
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
2023
2022
2021
$
$
$
$
$
$
477,060 $
4,241
472,819 $
129,922
3.64 $
477,060 $
4,237
472,823 $
129,922
150
130,072
3.64 $
488,399 $
4,450
483,949 $
131,539
3.68 $
488,399 $
4,442
483,957 $
131,539
299
131,838
3.67 $
530,765
4,846
525,919
134,125
3.92
530,765
4,838
525,927
134,125
315
134,440
3.91
Unexercised stock appreciation rights of 363 thousand, 171 thousand and 97 thousand were excluded from the computation
of diluted income per share for the years ended December 31, 2023, 2022 and 2021, respectively, because their inclusion would
have been anti-dilutive.
The Company maintains a treasury stock buyback program authorized by its Board of Directors. The most recent
authorization in April 2022 approved future purchases of 5,000,000 shares of the Company's common stock. At December 31,
2023, 1,757,247 shares of common stock remained available for purchase under the current authorization.
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
2023
2022
2021
124,999
121,436
117,138
348
6,201
(1,355)
(17)
130,176
306
5,953
(2,684)
(12)
124,999
328
5,790
(1,807)
(13)
121,436
* Except as noted in the above table, all share and per share amounts in this footnote have been restated for the 5% common
stock dividend distributed in 2023.
115
15. 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, 2023
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)
$ 3,881,024
16.03%
$ 1,937,322
8.00%
N.A.
N.A.
Commerce Bank
3,313,640
13.81
1,919,257
8.00
$ 2,399,071
10.00%
Tier I Capital (to risk-weighted assets):
Commerce Bancshares, Inc. (consolidated)
$ 3,693,089
15.25%
$ 1,452,992
6.00%
N.A.
N.A.
Commerce Bank
3,125,706
13.03
1,439,443
6.00
$ 1,919,257
8.00%
Tier I Common Capital (to risk-weighted assets):
Commerce Bancshares, Inc. (consolidated)
$ 3,693,089
15.25%
$ 1,089,744
4.50%
N.A.
N.A.
Commerce Bank
3,125,706
13.03
1,079,582
4.50
$ 1,559,396
6.50%
Tier I Capital (to adjusted quarterly average assets):
(Leverage Ratio)
Commerce Bancshares, Inc. (consolidated)
$ 3,693,089
11.25%
$ 1,313,377
4.00%
N.A.
N.A.
Commerce Bank
December 31, 2022
Total Capital (to risk-weighted assets):
3,125,706
9.56
1,307,174
4.00
$ 1,633,968
5.00%
Commerce Bancshares, Inc. (consolidated)
$ 3,600,920
14.89%
$ 1,934,274
8.00%
N.A.
N.A.
Commerce Bank
3,125,987
13.05
1,916,529
8.00
$ 2,395,661
10.00%
Tier I Capital (to risk-weighted assets):
Commerce Bancshares, Inc. (consolidated)
$ 3,417,223
14.13%
$ 1,450,705
6.00%
N.A.
N.A.
Commerce Bank
2,942,291
12.28
1,437,397
6.00
$ 1,916,529
8.00%
Tier I Common Capital (to risk-weighted assets):
Commerce Bancshares, Inc. (consolidated)
$ 3,417,223
14.13%
$ 1,088,029
4.50%
N.A.
N.A.
Commerce Bank
2,942,291
12.28
1,078,047
4.50
$ 1,557,180
6.50%
Tier I Capital (to adjusted quarterly average assets):
(Leverage Ratio)
Commerce Bancshares, Inc. (consolidated)
$ 3,417,223
10.34%
$ 1,322,102
4.00%
N.A.
N.A.
Commerce Bank
2,942,291
8.86
1,328,220
4.00
$ 1,660,275
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, 2023 and 2022, the Company met all capital requirements to which it is subject, and the Bank’s capital
position exceeded the regulatory definition of well-capitalized.
116
16. Revenue from Contracts with Customers
Revenue from contracts with customers, Accounting Standard Codification 606 ("ASC 606"), requires revenue recognition
for 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, 2023, approximately 64% 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 following table disaggregates revenue from contracts with customers 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 (1)
Total non-interest income
For the Years Ended December 31
2023
2022
2021
191,156 $
190,954
90,992
17,223
38,784
529,109
43,936
573,045 $
176,144 $
184,719
94,381
19,117
34,742
509,103
37,432
546,535 $
167,891
188,227
97,217
18,362
27,223
498,920
61,473
560,393
$
$
(1) This revenue is not within the scope of ASC 606, and includes fees relating to bond trading 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, 2023 and 2022
for the Company’s significant revenue categories from contracts with customers.
(In thousands)
Bank card transaction fees
Trust fees
Deposit account charges and other fees
Consumer brokerage services
December 31, 2023 December 31, 2022 December 31, 2021
$
18,069 $
17,254 $
16,424
1,764
6,588
8
2,038
6,631
949
2,222
6,702
391
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.
117
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
2023
2022
2021
$
44,795 $
44,240 $
(914)
43,881
(3,272)
40,968
31,639
(17,191)
14,448
31,609
(17,049)
14,560
44,170
(3,160)
41,010
29,214
(14,070)
15,144
220,229
(109,588)
110,641
217,539
(117,527)
100,012
197,483
(105,782)
91,701
36,775
(11,001)
(3,588)
22,186
34,583
(10,425)
(3,554)
20,604
33,019
(9,640)
(3,343)
20,036
167,891
Total bank card transaction fees
$
191,156 $
176,144 $
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, 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.
118
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 shown 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, which are reported within the Wealth segment.
(In thousands)
Private client
Institutional
Other
Total trust fees
For the Years Ended December 31
2023
2022
2021
$
$
153,524 $
147,239 $
147,653
31,756
5,674
31,525
5,955
33,890
6,684
190,954 $
184,719 $
188,227
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's 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 recognized 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
2023
2022
2021
$
$
56,291 $
11,607
23,094
90,992 $
52,501 $
19,938
21,942
94,381 $
50,051
24,157
23,009
97,217
Approximately 67% of this revenue is reported in the Commercial segment, while the remainder is reported in the Consumer
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,
online banking and other similar transaction processing services. The Company maintains unit prices for each type of service,
and the customer is billed based on transaction volumes processed monthly. The customer is usually billed either monthly or
119
quarterly, however, some customers may be billed semi-annually or annually. The customer may pay for the cash management
services 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 obligation 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
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, commissions are earned on professionally managed advisory programs. Revenue from these services is
generally recognized as a commission at the time of the transaction’s execution. Mutual fund and other distribution fees are
recognized upon initial transaction execution as well as in future periods as customers continue to hold amounts in those mutual
funds. Commission revenue for advisory services is recognized ratably over the contract term. Nearly all of the Company’s
consumer brokerage services revenue is recorded in the Wealth segment.
Other Non-Interest Income from Contracts with Customers
Other non-interest income from contracts with customers consists mainly of various transaction-driven revenue streams such
as ATM fees, check sales and wire fees, cash sweep commissions, and gains on sales of tax credits. Performance obligations
for these services consist mainly of the execution of a single transaction at a single point in time. Fees from these revenue
sources are recognized when the performance obligation is completed, at which time cash is received by the Company.
120
17. Fair Value Measurements
The Company uses fair value measurements to record fair value adjustments to certain financial and nonfinancial assets and
liabilities and to determine fair value disclosures. Various financial instruments such as available for sale debt securities, equity
securities, trading debt 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 other assets and liabilities
at fair value on a nonrecurring basis, such as mortgage servicing rights and certain other investment securities. These
nonrecurring fair value adjustments typically involve lower of cost or fair value accounting, or write-downs of individual assets.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various
valuation techniques and assumptions when estimating fair value. For accounting disclosure purposes, a three-level valuation
hierarchy of fair value measurements has been established. The valuation hierarchy is based upon the transparency of inputs to
the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•
•
•
Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets,
quoted prices for identical or similar assets and liabilities in markets that are not active, and inputs that are observable
for the assets or liabilities, either directly or indirectly (such as interest rates, yield curves, and prepayment speeds).
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. These may be
internally developed, using the Company’s best information and assumptions that a market participant would consider.
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.
121
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, 2023 and 2022. There were no transfers among levels during these years.
(In thousands)
December 31, 2023
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, 2022
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 19.
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
$
1,585 $
— $
1,585 $
—
816,514
43,962
1,197,419
3,901,346
1,157,898
2,107,485
460,136
28,830
5,723
176,667
116,876
20,538
10,034,979
816,514
—
—
—
—
—
—
—
5,723
—
—
20,538
842,775
—
43,962
1,196,472
3,901,346
1,157,898
2,107,485
460,136
28,830
—
—
116,710
—
9,014,424
37,899
20,538
58,437 $
—
20,538
20,538 $
37,704
—
37,704 $
—
—
947
—
—
—
—
—
—
176,667
166
—
177,780
195
—
195
— $
— $
— $
—
$
$
1,035,406
43,108
1,767,109
4,308,427
1,211,607
3,397,801
474,858
43,523
6,210
178,127
60,492
17,856
12,544,524
1,035,406
—
—
—
—
—
—
—
6,210
—
—
17,856
1,059,472
—
43,108
1,765,268
4,308,427
1,211,607
3,397,801
474,858
43,523
—
—
60,458
—
11,305,050
54,984
17,856
72,840 $
—
17,856
17,856 $
54,865
—
54,865 $
$
—
—
1,841
—
—
—
—
—
—
178,127
34
—
180,002
119
—
119
122
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 are recorded in other comprehensive income. 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 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 by the Company 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 quoted prices from active
markets. 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 SOFR, 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 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.
123
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 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).
•
Auction rate securities
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.
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.
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.
Private equity investments
These securities are held by the Company’s private equity subsidiary 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 SOFR 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. The Company's clearing
counterparty characterizes a component of this collateral, known as variation margin, as a legal settlement of the
derivative contract exposure, and as a result, the variation margin 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
124
counterparties' non-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 for deferred compensation plan
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.
125
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, 2023:
Balance at January 1, 2023
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
Balance at December 31, 2023
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, 2023
Total gains or losses for the year included in other comprehensive
income attributable to the change in unrealized gains or losses
relating to assets still held at December 31, 2023
Year ended December 31, 2022:
Balance at January 1, 2022
Total gains or losses (realized/unrealized):
Included in earnings
Included in other comprehensive income *
Discount accretion
Purchases of private equity securities
Sale / pay down of private equity securities
Capitalized interest/dividends
Balance at December 31, 2022
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, 2022
Total gains or losses for the year included in other comprehensive
income attributable to the change in unrealized gains or losses
relating to assets still held at December 31, 2022
Fair Value Measurements Using Significant
Unobservable Inputs
(Level 3)
State and
Municipal
Obligations
Private Equity
Investments
Total
$
1,841 $
178,127 $
179,968
—
57
(1,000)
49
—
—
—
24,299
24,299
—
—
—
57
(1,000)
49
15,220
15,220
(41,341)
(41,341)
362
362
947 $
176,667 $
177,614
— $
24,799 $
24,799
35 $
— $
35
1,984 $
147,406 $
149,390
—
(148)
5
—
—
43,833
43,833
—
—
(148)
5
12,281
12,281
(25,437)
(25,437)
—
1,841 $
44
178,127 $
44
179,968
— $
35,333
35,333
(148) $
—
(148)
$
$
$
$
$
$
$
* Included in "net unrealized gains (losses) on securities" in the consolidated statements of comprehensive income.
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, 2023:
Total gains or losses included in earnings
Change in unrealized gains or losses relating to assets still held at December 31, 2023
Year ended December 31, 2022:
Total gains or losses included in earnings
Change in unrealized gains or losses relating to assets still held at December 31, 2022
Investment
Securities Gains
(Losses), Net
$
$
$
$
24,299
24,799
43,833
35,333
126
Level 3 Inputs
The Company's significant Level 3 measurements, which employ unobservable inputs that are readily quantifiable, pertain
to investments in portfolio concerns held by the Company's private equity subsidiaries. Information about these inputs as of
December 31, 2023 is presented in the table below.
Private equity investments
Quantitative Information about Level 3 Fair Value Measurements
Unobservable Input
Valuation Technique
Market comparable companies EBITDA multiple
* Unobservable inputs were weighted by the relative fair value of the instruments.
Range
-
6.0
4.0
Weighted
Average*
5.2
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 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.
Instruments Measured at Fair Value on a Nonrecurring Basis
For assets measured at fair value on a nonrecurring basis during 2023 and 2022, and still held as of December 31, 2023 and
2022, 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, 2023 and 2022.
(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, 2023
Collateral dependent loans
Long-lived assets
Balance at December 31, 2022
Collateral dependent loans
Mortgage servicing rights
Long-lived assets
$
$
1,517 $
2,662
1,988 $
10,929
480
— $
—
— $
—
—
— $
—
— $
—
—
1,517 $
2,662
(1,662)
(193)
1,988 $
(2,090)
10,929
480
304
(965)
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 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 credit losses on loans. 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.
127
These measurements are classified as Level 3. Nonrecurring adjustments to the carrying value of loans based on fair value
measurements at December 31, 2023 and 2022 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.
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.
128
18. Fair Value of Financial Instruments
The carrying amounts and estimated fair values of financial instruments held by the Company are set forth below. Fair value
estimates are made at a specific point in time based on relevant market information. They do not reflect any premium or
discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument.
Because no market exists for many of the Company's financial instruments, fair value estimates are based on judgments
regarding future expected loss experience, risk characteristics and economic conditions. These estimates are subjective, involve
uncertainties, and cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The estimated fair values of the Company’s financial instruments and the classification of their fair value measurement
within the valuation hierarchy are as follows at December 31, 2023 and 2022:
Estimated Fair Value at December 31, 2023
Level 1
Level 2
Level 3
Total
$
— $
—
—
—
—
—
—
—
—
—
822,237
5,025
—
2,239,010
443,147
—
20,538
— $ 5,873,549 $ 5,873,549
1,420,522
—
1,420,522
3,594,834
—
3,594,834
2,568,026
—
2,568,026
2,016,334
—
2,016,334
317,013
—
317,013
—
550,464
550,464
6,649
6,649
—
— 16,347,391 16,347,391
4,177
—
9,941,786
223,420
5,025
—
444,448
444,448
2,239,010
—
443,147
—
116,876
166
20,538
—
$ 3,529,957 $ 9,017,016 $ 17,015,425 $ 29,562,398
4,177
8,896,129
—
—
—
—
116,710
—
$ 7,975,935 $
14,512,273
—
261,305
—
—
—
20,538
$ 22,770,051 $
— $
—
—
—
—
1,366
37,704
—
— $ 7,975,935
— 14,512,273
2,916,627
261,305
2,650,951
1,366
37,899
20,538
39,070 $ 5,567,773 $ 28,376,894
2,916,627
—
2,650,951
—
195
—
(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
$ 6,019,036
1,446,764
3,719,306
3,026,041
2,077,723
319,894
589,913
6,802
17,205,479
4,177
9,941,786
5,025
450,000
2,239,010
443,147
116,876
20,538
$ 30,426,038
$ 7,975,935
14,512,273
2,875,690
261,305
2,647,510
1,366
37,899
20,538
$ 28,332,516
129
Estimated Fair Value at December 31, 2022
Level 1
Level 2
Level 3
Total
$
— $
—
—
—
—
—
—
—
—
—
1,347,328
3,289,655
2,654,423
1,999,788
295,005
538,268
14,666
— $ 5,506,128 $ 5,506,128
1,347,328
—
3,289,655
—
2,654,423
—
1,999,788
—
295,005
—
538,268
—
—
14,666
— 15,645,261 15,645,261
4,964
—
225,441 12,511,649
4,964
1,041,616 11,244,592
49,505
—
389,140
452,496
—
17,856
49,505
795,574
389,140
452,496
60,492
17,856
$ 1,950,613 $ 11,310,014 $ 16,666,310 $ 29,926,937
—
795,574
—
—
34
—
—
—
—
—
60,458
—
$ 10,066,356 $
15,126,981
—
159,860
—
—
—
17,856
$ 25,371,053 $
— $
—
—
—
—
8,831
54,865
—
— $ 10,066,356
— 15,126,981
982,613
159,860
2,684,471
8,831
54,984
17,856
63,696 $ 3,667,203 $ 29,101,952
982,613
—
2,684,471
—
119
—
(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
$ 5,661,725
1,361,095
3,406,981
2,918,078
2,059,088
297,207
584,000
14,957
16,303,131
4,964
12,511,649
49,505
825,000
389,140
452,496
60,492
17,856
$ 30,614,233
$ 10,066,356
15,126,981
994,103
159,860
2,681,874
8,831
54,984
17,856
$ 29,110,845
130
19. Derivative Instruments
The notional amounts of the Company’s derivative instruments are shown in the table below. These contractual amounts,
along with other terms of the derivative, are used to determine amounts to be exchanged between counterparties and are not a
measure of loss exposure. The Company's derivatives are not accounted for as accounting hedges except for the interest rate
floors, as discussed below.
(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
2023
2022
$
2,166,393
$
1,981,821
2,000,000
1,000,000
336,682
653,887
30,401
3,004
1,349
3,000
152,784
579,925
27,991
—
—
—
$
5,194,716
$
3,742,521
The largest group of notional amounts relate to interest rate swap contracts sold to commercial customers who wish to
modify their interest rate sensitivity. Those customers are engaged in a variety of businesses, including real estate,
manufacturing, retail product distribution, education, and retirement communities. These interest rate swap contracts with
customers are offset by matching interest rate swap contracts purchased by the Company from other financial institutions
(dealers). 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 contracts with large financial institutions contain contingent features relating to
debt ratings or capitalization levels. Under these provisions, if the Company’s debt rating falls below investment grade or if the
Company ceases to be “well-capitalized” under risk-based capital guidelines, certain counterparties can require immediate and
ongoing collateralization on interest rate swaps in net liability positions or instant settlement of the contracts. The Company
maintains debt ratings and capital well above those minimum requirements.
As of December 31, 2023, the Company held four interest rate floors indexed to 1-month SOFR to hedge the risk of
declining interest rates on certain floating rate commercial loans. The floors have a combined notional value of $2.0 billion and
are forward-starting. Each of the four interest rate floors has a six-year term and a notional amount of $500 million. In the
event that the index rate falls below zero, the maximum rate that the Company can earn on the notional amount of each floor is
limited to the strike rate. Information about the floors is provided in the table below.
Strike Rate
Effective Date
Maturity Date
3.50 %
3.25 %
3.00 %
2.75 %
July 1, 2024
July 1, 2030
November 1, 2024
November 1, 2030
March 1, 2025
July 1, 2025
March 1, 2031
July 1, 2031
The premium paid for the floors totaled $90.2 million, which includes $54.4 million paid during 2023. At December 31,
2023, the maximum length of time over which the Company is hedging its exposure to lower rates is approximately 7 years.
These 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 these interest rate floors is recorded in AOCI, net of the amortization of the
premiums paid, which is recorded against interest and fees on loans in the consolidated statements of income. As of
December 31, 2023, net deferred losses on the interest rate floors totaled $1.7 million (pre-tax) and were recorded in AOCI in
the consolidated balance sheet. As of December 31, 2023, it is expected that $10.8 million (pre-tax) interest rate floor premium
amortization will be reclassified from AOCI into earnings over the next 12 months for the outstanding interest rate floors.
131
During the year ended December 31, 2020, the Company monetized three interest rate floors that were previously classified
as cash flow hedges with a combined notional balance of $1.5 billion and an asset fair value of $163.2 million. As of
December 31, 2023, the total realized gains on the monetized cash flow hedges remaining in AOCI was $51.3 million (pre-tax),
which will be reclassified into interest income over the next 3.0 years. The estimated amount of net gains remaining in AOCI
related to the monetized cash flow hedges at December 31, 2023 that is expected to be reclassified into income within the next
12 months is $22.2 million.
The Company also contracts with other financial institutions, as a guarantor or beneficiary, to share credit risk associated
with certain interest rate swaps through risk participation agreements. The Company’s risks and responsibilities as guarantor
are further discussed in Note 21 on Commitments, Contingencies and Guarantees. In addition, the Company enters into foreign
exchange contracts, which are mainly comprised of contracts with customers to purchase or deliver specific foreign currencies
at specific future dates.
Under its program to sell residential mortgage loans in the secondary market, the Company designates certain newly-
originated residential mortgage loans as held for sale. Derivative instruments arising from this activity include mortgage loan
commitments and forward loan sale 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. In late 2022, the Company temporarily paused sales of these loans and halted
entering into the forward contracts, as lower demand for mortgage loans coupled with volatility in the TBA market made it
difficult to effectively hedge the Company's mortgage loan production. The Company resumed sales during the first quarter of
2023.
The fair values of the Company’s derivative instruments, whose notional amounts are listed above, are shown in the table
below. Information about the valuation methods used to determine fair value is provided in Note 17 on Fair Value
Measurements. As stated in the summary of significant accounting policies, derivative instruments and their related gains and
losses are presented as operating cash flows in the consolidated statement of cash flows.
The Company's policy is to present its derivative assets and derivative liabilities on a gross basis in its consolidated balance
sheets, and these are reported in other assets and other liabilities. Certain collateral posted to and from the Company's clearing
counterparty has been applied to the fair values of the cleared swaps, such that in the table below, the positive fair values of
cleared swaps were reduced by $27.8 million at December 31, 2022. There was no reduction to negative fair values of cleared
swaps at December 31, 2022. There was no reduction to positive or negative fair values of cleared swaps at December 31, 2023.
(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
2023
2022
2023
2022
Fair Value
Fair Value
$
$
$
$
$
$
78,960
78,960
35,816
1,391
77
534
89
8
1
33,371
33,371
23,894
2,705
34
488
—
—
—
$
$
$
$
$
$
—
—
(35,816)
(1,391)
(194)
(479)
(1)
—
(18)
—
—
(51,742)
(2,705)
(119)
(418)
—
—
—
$
$
37,916
116,876
$
$
27,121
60,492
$
$
(37,899)
(37,899)
$
$
(54,984)
(54,984)
132
The Company made an election to exclude the initial premiums paid on the interest rate floors from the hedge effectiveness
measurement. Those initial premiums are amortized over the periods between the premium payment month and the contract
maturity month. The pre-tax effects of the gains and losses (both the included and excluded amounts for hedge effectiveness
assessment) recognized in the other comprehensive income from the cash flow hedging instruments and the amounts
reclassified from accumulated other comprehensive income into income (both included and excluded amounts for hedge
effectiveness measurement) are shown in the table below.
Amount of Gain or (Loss) Recognized in
OCI
Location of Gain (Loss)
Reclassified from AOCI into
Income
(In thousands)
For the Year Ended December 31, 2023
Derivatives in cash flow hedging relationships:
Total
Included
Component
Excluded
Component
(In thousands)
Interest rate floors
(8,860) $
(8,860) $
3,122 $
3,122 $
Total
For the Year Ended December 31, 2022
Derivatives in cash flow hedging relationships:
Interest rate floors
(2,428) $
(2,428) $
— $
— $
Total
For the Year Ended December 31, 2021
Derivatives in cash flow hedging relationships:
$
$
$
$
(11,982)
(11,982) Total
Interest and fees on loans
(2,428)
(2,428) Total
Interest and fees on loans
Interest rate floors
Total
$
$
— $
— $
— $
— $
—
—
Interest and fees on loans
Total
Amount of Gain (Loss) Reclassified from
AOCI into Income
Total
Included
Component
Excluded
Component
$
$
$
$
$
$
15,209 $
15,209 $
29,731 $
29,731 $
(14,522)
(14,522)
23,355 $
23,355 $
30,679 $
30,679 $
(7,324)
(7,324)
24,160 $
24,160 $
30,310 $
30,310 $
(6,150)
(6,150)
The gain and loss recognized through various derivative instruments on the consolidated statements of income are shown in
the table below.
(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/(Loss) Recognized in
the Consolidated Statements of Income
Amount of Gain/(Loss) Recognized in Income on
Derivative
For the Years
Ended December 31
2023
2022
2021
Other non-interest income
$
3,642
$
2,472
$
3,170
Other non-interest income
Other non-interest income
Other non-interest income
Loan fees and sales
Loan fees and sales
Loan fees and sales
86
60
(14)
87
8
53
16
172
38
(763)
(4)
1,773
$
3,922
$
3,704
$
15
(187)
78
(2,463)
4
1,777
2,394
133
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 counterparties, the Company does not
offset derivative assets and liabilities under these arrangements on its consolidated balance sheets. Collateral exchanged
between the Company and dealer bank counterparties is generally subject to thresholds and transfer minimums, and usually
consist of marketable securities. By contract, this collateral 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 or securities to its clearing agent. Collateral positions are valued daily, and adjustments to amounts received and pledged
by the Company are made as appropriate to maintain proper collateralization for these transactions. Swap derivative
transactions with customers are generally secured by rights to non-financial collateral, such as real and personal property, which
is not shown in the table below.
(In thousands)
December 31, 2023
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, 2022
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
$
116,702 $
— $
116,702 $
(3,930) $
(107,492) $
5,280
174
—
174
$
116,876 $
— $
116,876
$
37,300 $
— $
37,300 $
(3,930) $
— $
33,370
599
$
37,899 $
—
— $
599
37,899
$
60,270 $
— $
60,270 $
(1,007) $
(56,816) $
2,447
222
$
60,492 $
—
— $
222
60,492
$
54,609 $
— $
54,609 $
(1,007) $
— $
53,602
375
$
54,984 $
—
— $
375
54,984
134
20. Resale and Repurchase Agreements
The Company regularly enters into resale and repurchase agreement transactions with other financial institutions and with its
own customers. 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 secured lending and collateralized borrowing (e.g.
financing transactions), not as true sales and purchases of the underlying collateral securities. Some of the resale and
repurchase agreements were transacted under master netting arrangements that contain a conditional right of offset, such as
close-out netting, upon default. The security collateral accepted or pledged in resale and repurchase agreements with other
financial institutions 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 its customers. Additional
information about the Company's repurchase agreements is included in Note 8.
The Company is party to agreements commonly known as collateral swaps. These agreements involve the exchange of
collateral under simultaneous repurchase and resale agreements with the same financial institution counterparty. These
repurchase and resale agreements have the same principal amounts, inception dates, and maturity dates and have been offset
against each other in the consolidated balance sheets, as permitted under the netting provisions of ASC 210-20-45. The
collateral swaps totaled $200.0 million at December 31, 2022. There were no collateral swaps outstanding at December 31,
2023.
The following table shows the extent to which resale agreement assets and repurchase agreement liabilities with the same
counterparty have been offset on 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 offsetting is applied); thus amounts of excess
collateral are not shown.
(In thousands)
December 31, 2023
Total resale agreements, subject to
master netting arrangements
Total repurchase agreements, subject
to master netting arrangements
December 31, 2022
Total resale agreements, subject to
master netting arrangements
Total repurchase agreements, subject
to master netting arrangements
Gross Amount
Recognized
Gross Amounts
Offset on the
Balance Sheet
Net Amounts
Presented on the
Balance Sheet
Gross Amounts Not Offset in the
Balance Sheet
Financial
Instruments
Available for
Offset
Securities
Collateral
Received/
Pledged
Unsecured
amount
$
450,000 $
— $
450,000 $
— $
(450,000) $
2,647,510
—
2,647,510
—
(2,647,510)
$
1,025,000 $
(200,000) $
825,000 $
— $
(825,000) $
2,881,874
(200,000)
2,681,874
—
(2,681,874)
—
—
—
—
135
The table below shows the remaining contractual maturities of repurchase agreements outstanding at December 31, 2023
and 2022, 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, 2023
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, 2022
Repurchase agreements, secured by:
U.S. government and federal agency obligations
Agency mortgage-backed securities
Non-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
$
$
$
$
170,293 $
8,749
1,833,840
10,566
516,726
33,265
2,573,439 $
488,053 $
1,792,314
40,950
293,001
1,924
2,616,242 $
— $
—
27,264
—
9,606
—
36,870 $
26,928 $
21,744
—
—
—
48,672 $
— $
—
17,200
—
20,000
—
37,200 $
12,460 $
204,500
—
—
—
216,960 $
170,293
8,749
1,878,304
10,566
546,332
33,265
2,647,509
527,441
2,018,558
40,950
293,001
1,924
2,881,874
136
21. Commitments, Contingencies and Guarantees
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 unfunded loan commitments
Standby letters of credit, net of conveyance to other financial institutions
Commercial letters of credit
2023
2022
$
5,367,102 $
5,190,942
9,144,971
9,102,525
590,551
2,571
555,858
4,393
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 Credit
Losses for further discussion.
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 cash outflow
by the Company, a significant amount of the commitments may expire without being drawn upon. To mitigate the potential loss
exposure, the Company involves other financial institutions to participate in certain standby letters of credit. Even with such
participation, the Company remains liable for the full amount of the standby letters of credit to the third party. 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
standby 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, 2023, the Company had recorded a liability of $3.0 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. Excluding amounts conveyed to others, commitments outstanding under these letters of
credit were $601.8 million, which represents the maximum potential future payments guaranteed by the Company at
December 31, 2023.
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 regularly purchases various state tax credits arising from third-party property redevelopment. These tax
credits are either resold to third parties for a profit or retained for use by the Company. During 2023, the Company purchased
and sold state tax credits amounting to $112.1 million and $54.0 million, respectively. At December 31, 2023, the Company
had outstanding purchase commitments totaling $187.1 million that it expects to fund in 2024. The remaining purchase
commitments amount to $388.2 million and are expected to be funded from 2025 through 2029.
The Company periodically enters into credit risk participation agreements (RPAs) as a guarantor to other financial
institutions, in order to mitigate those institutions’ credit risk associated with interest rate swaps with third parties. The RPA
stipulates that, in the event of default by the third party on the interest rate swap, the Company will reimburse a portion of the
loss borne by the financial institution. These interest rate swaps are normally collateralized (generally with real property,
inventories and equipment) by the third party, which limits the credit risk associated with the Company’s RPAs. The third
parties usually have other borrowing relationships with the Company. The Company monitors overall borrower collateral, and
at December 31, 2023, 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 1 to
15 years. At December 31, 2023, the fair value of the Company's guarantee liability RPAs was $194 thousand, and the notional
137
amount of the underlying swaps was $475.5 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, 2023, 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.
22. 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 66% of
the outstanding stock of Tower. At December 31, 2023, Tower owned 257,680 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
Project consulting fees
Dividends paid on Company stock held by Tower
Total
2023
2022
2021
$
434 $
125 $
111
2,202
360
419
265
100
2,118
184
—
248
31
71
2,046
143
84
234
$
3,791 $
2,775 $
2,609
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 $11.0 million at December 31, 2023. There were no borrowings under this line during 2023, and no balance was
outstanding at December 31, 2023. There were no borrowings during 2022 and 2021, and there was no balance outstanding at
December 31, 2022 or 2021. Letters of credit may be collateralized under this line of credit; however, there were no letters of
credit outstanding during 2023, 2022 or 2021, 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 2023, 2022 and 2021.
Tower leases office space in the Kansas City bank headquarters building owned by the Company. Rent paid to the
Company totaled $82 thousand in 2023, $82 thousand in 2022, and $83 thousand in 2021, at $17.50, $17.44 and $17.25 per
square foot, for years 2023, 2022, and 2021, 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. See Note 2 Loans and Allowance
for Credit Losses for additional information for loans to directors and executive officers of the Company and the Bank, and to
their affiliates.
138
23. 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 receivable and deferred tax assets
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
Other
Total expense
Income tax benefit
Net income
139
December 31
2023
2022
$
2,390,595 $
2,008,454
160,244
322,573
138,501
233,261
5,081
11,396
50,000
1,800
10,263
30,486
5,207
11,129
50,000
20,529
11,987
26,539
$
$
2,982,438 $
2,505,607
4,107 $
34,215
38,322
7,446
32,870
40,316
2,944,116
2,465,291
$
2,982,438 $
2,505,607
For the Years Ended December 31
2023
2022
2021
$
280,000 $
300,001 $
203,570
203,965
2,905
47,773
(621)
2,636
2,842
2,480
38,632
(872)
1,403
3,709
539,105
549,318
41,549
3,580
3,347
16,264
64,740
(2,695)
44,352
2,740
3,173
15,595
65,860
(4,941)
340,001
200,461
2,162
36,310
79
51
2,927
581,991
37,362
2,006
2,834
12,973
55,175
(3,949)
$
477,060 $
488,399 $
530,765
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 investment in subsidiaries, net
Proceeds from maturities/pay downs of investment securities
Purchases of investment securities
(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
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
2023
2022
2021
$
477,060 $
488,399 $
530,765
(203,570)
(203,965)
(200,461)
5,749
2,557
8,842
279,239
286,991
339,146
4,348
15
(902)
18,729
(490)
21,700
(9)
38
(4,534)
19,996
(741)
6
22
(4,786)
(8,618)
(28)
14,750
(13,404)
(76,890)
(186,622)
(129,361)
(3)
(8)
(15)
(134,734)
(127,466)
(122,693)
(211,627)
(314,096)
(252,069)
89,312
233,261
(12,355)
245,616
322,573 $
233,261 $
73,673
171,943
245,616
(3,254) $
(587) $
(4,808)
$
$
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 subsidiary for general short-term cash
flow purposes. Advances may be made to the Parent by its subsidiary bank for temporary investment of idle funds. Interest on
such advances is based on market rates.
The Bank has $50.0 million of borrowings 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 Parent has not borrowed under this line during the past three years.
The Parent plans to fund an additional $69.4 million relating to private equity investments over the next several years. The
investments are made directly by the Parent and through non-bank subsidiaries.
At December 31, 2023, the fair value of the investment securities held by the Parent consisted of investments of $5.1 million
in corporate bonds, $5.4 million in preferred and common stock with readily determinable fair values, and $6.0 million in
equity securities that do not have readily determinable fair values. The Parent also holds 823,447 shares of Visa Class B-1
common stock, which are discussed in Note 3.
140
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, 2023.
The Company’s internal control over financial reporting as of December 31, 2023 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.
141
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, 2023, 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, 2023, 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, 2023 and 2022, the related consolidated
statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period
ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated
February 22, 2024 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 22, 2024
142
Item 9b. OTHER INFORMATION
During the three months ended December 31, 2023, none of the officers or directors of the Company adopted or terminated
any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative
defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
Item 9c. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Items 401, 405, 406 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 “Information
about the Company's Executive Officers” and under the captions “Proposal One - Election of the 2027 Class of Directors”,
"Corporate Governance Guidelines and Code of Ethics", “Delinquent Section 16(a) Reports”, “Audit and Risk Committee
Report”, “Committees of the Board" and "Shareholder Proposals and Nominations" in the Company's definitive Proxy
Statement relating to the Annual Meeting of Shareholders to be held on April 17, 2024, 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 on the Company's website at investor.commercebank.com/overview/corporate-governance. Amendments
to, and waivers of, the code of ethics are posted on this website.
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 Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be
held on April 17, 2024, 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 Company's definitive Proxy
Statement relating to the Annual Meeting of Shareholders to be held on April 17, 2024, 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 2027 Class of Directors”, “Corporate Governance - Director Independence”, and "Corporate Governance - Transactions
with Related Persons" in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held
on April 17, 2024, which is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Our independent registered public accounting firm is KPMG, LLP, Kansas City, Missouri, PCAOB Firm ID: 185
The information required by Item 9(e) of Schedule 14A is included under the captions “Pre-approval of Services by the
External Independent Registered Public Accounting Firm” and “Fees Paid to KPMG LLP” in the Company's definitive Proxy
Statement relating to the Annual Meeting of Shareholders to be held on April 17, 2024, which is incorporated herein by
reference.
143
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(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 Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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
67
68
69
70
71
72
64
(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 through April 28, 2023, were filed in quarterly report on Form
10-Q (Commission file number 1-36502) dated May 4, 2023, and the same are hereby incorporated by reference.
(2) By-Laws, as amended, were filed in annual report on Form 10-K (Commission file number 1-36502) dated
February 25, 2020, and the same are hereby incorporated by reference.
(3) Termination of Certificate of Designation of 6.00% Series B Non-Cumulative Perpetual Preferred Stock of
Commerce Bancshares, Inc. was filed in current report on Form 8-K (Commission file number 0-2989) dated
September 1, 2020, and the same is 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.
(2) Description of Commerce Bancshares, Inc. registered securities.
10 — Material Contracts (Except for the Development Services Agreement and associated Amendments to the Development
Service Agreement listed below, 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 December 1,
2023, was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 6, 2023,
and the same is hereby incorporated by reference.
(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 Bancshares, Inc. Stock Purchase Plan for Non-Employee Directors amended and restated as of
December 21, 2021 was filed in registration statement on Form S-8 (Commission file number 333-262580) dated
February 8, 2022, and the same is hereby incorporated by reference.
(4) 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.
(5) 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 1-36502) dated February 24,
2015, and the same is hereby incorporated by reference.
144
(6) 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 1-36502) dated February 24,
2015, and the same is hereby incorporated by reference.
(7) 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 1-36502) dated February 21,
2019, and the same is hereby incorporated by reference.
(8) Commerce Bancshares, Inc. 2024 Compensatory Arrangements with CEO and Named Executive Officers
were filed in amended current report on Form 8-K (Commission file number 1-36502) dated February 6, 2024,
and the same is hereby incorporated by reference.
(9) Commerce Bancshares, Inc. Amended and Restated Equity Incentive Plan, amended and restated as of April
19, 2023, was filed in current report on Form 8-K (Commission file number 1-36502) dated April 25, 2023, and
the same is hereby incorporated by reference.
(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, was filed in annual report on Form 10-K (Commission file number
1-36502) dated February 21, 2019, and the same is hereby incorporated by reference.
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
97 — Commerce Bancshares, Inc. Incentive Compensation Clawback Policy
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. The instance document does not appear in the interactive data file because
its XBRL tags are embedded within the inline XBRL document.
104 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Item 16. FORM 10-K SUMMARY
None.
145
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 22nd day of February 2024.
SIGNATURES
COMMERCE BANCSHARES, INC.
By:
/s/ MARGARET M. ROWE
Margaret M. Rowe
Vice President & 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 22nd day of February 2024.
By:
By:
By:
/s/ JOHN W. KEMPER
John W. Kemper
Chief Executive Officer
/s/ CHARLES G. KIM
Charles G. Kim
Chief Financial Officer
/s/ PAUL A. STEINER
Paul A. Steiner
Controller
(Chief Accounting Officer)
All the Directors on the Board of Directors*
Terry D. Bassham
Blackford F. Brauer
W. Kyle Chapman
Karen L. Daniel
Earl H. Devanny, III
June McAllister Fowler
David W. Kemper
John W. Kemper
Jonathan M. Kemper
Benjamin F. Rassieur, III
Todd R. Schnuck
Christine B. Taylor
Kimberly G. Walker
____________
* The Directors of Registrant listed executed a power of attorney authorizing Margaret M. Rowe, their attorney-in-fact, to sign
this report on their behalf.
/s/ MARGARET M. ROWE
Margaret M. Rowe
Attorney-in-Fact
By:
146
Exhibit 21
The consolidated subsidiaries of the Registrant at February 1, 2024 were as follows:
Name
CBI-Kansas, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kansas
State or Other
Jurisdiction of
Incorporation
Commerce Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
Commerce Brokerage Services, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
Clayton Holdings, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
Clayton Financial Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
Clayton Realty Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
Illinois Financial, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Illinois Realty, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Commerce Insurance Services, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
Commerce Investment Advisors, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
CBI Equipment Finance, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
CB Acquisition, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
LJ Hart & Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
Tower Redevelopment Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
CFB Partners, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
CFB Venture Fund I, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
CFB Venture Fund, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Capital for Business, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Missouri
Consent of Independent Registered Public Accounting Firm
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, No. 333-214495, No. 333-262580, and No. 333-271679 on Form
S-8 and No. 333-140221 on Form S-3ASR of our reports dated February 22, 2024, with respect to the consolidated financial
statements of Commerce Bancshares, Inc. and the effectiveness of internal control over financial reporting.
Exhibit 23
KPMG LLP
Kansas City, Missouri
February 22, 2024
POWER OF ATTORNEY
Exhibit 24
KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby appoint Margaret M. Rowe and Paul A.
Steiner, 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, 2023, 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 2nd day of February, 2024.
/s/ TERRY D. BASSHAM
/s/ BLACKFORD F. BRAUER
/s/ W. KYLE CHAPMAN
/s/ KAREN L. DANIEL
/s/ EARL H. DEVANNY, III
/s/ JUNE MCALLISTER FOWLER
/s/ DAVID W. KEMPER
/s/ JOHN W. KEMPER
/s/ JONATHAN M. KEMPER
/s/ BENJAMIN F. RASSIEUR, III
/s/ TODD R. SCHNUCK
/s/ CHRISTINE B. 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 22, 2024
/s/ JOHN W. KEMPER
John W. Kemper
President and
Chief Executive Officer
CERTIFICATION
Exhibit 31.2
I, Charles G. Kim, 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 22, 2024
/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, 2023 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 22, 2024
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.
CORPOR ATE HEADQUARTERS
1000 Walnut Street
P.O. Box 419248
Kansas City, MO 64141-6248
816.234.2000
www.commercebank.com
TR ANSFER AGENT, REGISTR AR
AND DIVIDEND DISBURSING AGENT
Shareholder correspondence should be mailed to:
Computershare
P.O. Box 43006
Providence, RI 02940-3006
Overnight correspondence should be sent to:
Computershare
150 Royall Street, Suite 101
Canton, MA 02021
Within USA Telephone: 800.317.4445
Outside USA Telephone: 781.575.2879
Hearing Impaired/TDD: 800.952.9245
Website: www.computershare.com/investor
Shareholder online inquiries:
https://www.us.computershare.com/investor/contact
STOCK EXCHANGE LISTING
Nasdaq
Common Stock Symbol: CBSH
ANNUAL MEETING
This year’s annual meeting will be a virtual meeting of
shareholders. The meeting will be held Wednesday,
April 17, 2024, at 9:30 a.m. Central, and you may attend
via webcast. Please note there is no in-person meeting
to attend.
INVESTOR INQUIRIES
Shareholders, analysts and others seeking information
about the company should direct their inquiries to:
Matt Burkemper
Senior Vice President, Commerce Bank
Corporate Development and Investor Relations
8001 Forsyth Boulevard
St. Louis, MO 63105
314.746.7485
CBSHInvestorRelations@commercebank.com
SHAREHOLDERS MAY RECEIVE FUTURE ANNUAL REPORTS AND PROXY MATERIALS ONLINE
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 at 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 Peggy.Rowe@commercebank.com.
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: CBSHInvestorRelations@commercebank.com
Website: www.commercebank.com
An Equal Opportunity Employer
Copyright © 2024 Commerce Bancshares, Inc. All rights reserved.