<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 10-Q
-----------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 0-2989
COMMERCE BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MISSOURI 43-0889454
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION
NO.)
1000 WALNUT, KANSAS CITY, MO 64106
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
(816) 234-2000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
X
Yes------- No -------
As of April 28, 1995, the registrant had outstanding 36,372,985 shares of its
$5 par value common stock, registrant's only class of common stock.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I: FINANCIAL INFORMATION
In the opinion of management, the consolidated financial statements of
Commerce Bancshares, Inc. and Subsidiaries as of March 31, 1995 and December
31, 1994 and the related notes include all material adjustments, which were
regularly recurring in nature and necessary for fair presentation of the
financial condition and the results of operations for the periods shown.
The consolidated financial statements of Commerce Bancshares, Inc. and
Subsidiaries and management's discussion and analysis of financial condition
and results of operations are presented in the schedules as follows:
Schedule 1: Consolidated Balance Sheets
Schedule 2: Consolidated Statements of Income
Schedule 3: Consolidated Statements of Retained Earnings
Schedule 4: Consolidated Statements of Cash Flows
Schedule 5: Notes to Consolidated Financial Statements
Schedule 6: Management's Discussion and Analysis of Financial Condition
and Results of Operations
Schedule 7: Selected Bank Data
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) No reports on Form 8-K were filed during the quarter ended March 31,
1995.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMMERCE BANCSHARES, INC.
/s/ T. Alan Peschka
By___________________________________
T. Alan Peschka
Vice President & Secretary
Date: May 10, 1995
/s/ Charles E. Templer
By___________________________________
Charles E. Templer
Treasurer & Controller (Chief
Accounting Officer)
Date: May 10, 1995
1
<PAGE>
SCHEDULE 1
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31 DECEMBER
1995 31 1994
----------- ----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Loans and lease financing, net of unearned............. $4,853,610 $4,432,662
Allowance for loan losses.............................. (92,055) (87,179)
---------- ----------
NET LOANS AND LEASE FINANCING...................... 4,761,555 4,345,483
---------- ----------
Investment securities:
Available for sale................................... 2,695,326 2,621,342
Trading account...................................... 4,040 5,539
Other non-marketable................................. 20,723 18,539
---------- ----------
TOTAL INVESTMENT SECURITIES........................ 2,720,089 2,645,420
---------- ----------
Federal funds sold and securities purchased under
agreements to resell.................................. 47,040 72,265
Cash and due from banks................................ 575,857 565,805
Land, buildings and equipment--net..................... 196,708 191,780
Customers' acceptance liability........................ 13,282 15,213
Other assets........................................... 160,570 199,608
---------- ----------
TOTAL ASSETS....................................... $8,475,101 $8,035,574
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand--non-interest bearing......................... $1,361,110 $1,448,422
Savings and interest bearing demand.................. 3,448,973 3,418,450
Time open and C.D.'s of less than $100,000........... 2,080,926 1,942,986
Time open and C.D.'s of $100,000 and over............ 197,231 180,572
---------- ----------
TOTAL DEPOSITS..................................... 7,088,240 6,990,430
Federal funds purchased and securities sold under
agreements to repurchase.............................. 499,072 290,647
Long-term debt and other borrowings.................... 6,679 6,487
Accrued interest, taxes and other liabilities.......... 37,018 4,213
Acceptances outstanding................................ 13,282 15,213
Minority interest in subsidiaries...................... 416 386
---------- ----------
TOTAL LIABILITIES.................................. 7,644,707 7,307,376
---------- ----------
Stockholders' equity:
Preferred stock, $1 par value. Authorized and
unissued 2,000,000 shares........................... -- --
Common stock, $5 par value. Authorized 60,000,000
shares; issued 36,644,405 shares in 1995 and
33,970,106 shares in 1994........................... 183,222 169,851
Capital surplus...................................... 47,505 54,575
Retained earnings.................................... 627,120 576,331
Treasury stock of 63,160 shares in 1995 and
401,087 shares in 1994, at cost..................... (1,906) (12,148)
Unearned employee benefits........................... (870) (295)
Unrealized securities loss--net of tax............... (24,677) (60,116)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY......................... 830,394 728,198
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......... $8,475,101 $8,035,574
========== ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
SCHEDULE 2
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
MARCH 31
-----------------
1995 1994
-------- --------
(UNAUDITED)
(IN THOUSANDS,
EXCEPT PER SHARE
DATA)
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans and leases.................... $ 99,416 $ 74,033
Interest on investment securities........................ 41,197 40,546
Interest on federal funds sold and securities purchased
under agreements to resell.............................. 983 1,473
-------- --------
TOTAL INTEREST INCOME................................ 141,596 116,052
-------- --------
INTEREST EXPENSE
Interest on deposits:
Savings and interest bearing demand.................... 26,413 21,148
Time open and C.D.'s of less than $100,000............. 24,187 17,880
Time open and C.D.'s of $100,000 and over.............. 2,203 1,274
Interest on federal funds purchased and securities sold
under agreements to repurchase.......................... 5,274 1,825
Interest on long-term debt and other borrowings.......... 232 132
-------- --------
TOTAL INTEREST EXPENSE............................... 58,309 42,259
-------- --------
NET INTEREST INCOME.................................. 83,287 73,793
Provision for loan losses................................ 2,833 1,455
-------- --------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES.. 80,454 72,338
-------- --------
NON-INTEREST INCOME
Trust income............................................. 7,774 7,299
Deposit account charges and other fees................... 10,126 9,459
Trading account profits and commissions.................. 1,368 1,245
Net gains on securities transactions..................... 186 371
Miscellaneous credit card income......................... 4,799 3,873
Other income............................................. 6,335 5,699
-------- --------
TOTAL NON-INTEREST INCOME............................ 30,588 27,946
-------- --------
OTHER EXPENSE
Salaries and employee benefits........................... 37,146 36,007
Net occupancy expense on bank premises................... 4,854 4,308
Equipment expense........................................ 3,250 3,123
Supplies and communication expense....................... 5,305 4,788
Federal deposit insurance expense........................ 3,934 3,787
Marketing expense........................................ 1,993 1,874
Other operating expense.................................. 15,128 12,768
-------- --------
TOTAL OTHER EXPENSE.................................. 71,610 66,655
-------- --------
Income before income taxes............................... 39,432 33,629
Less income taxes........................................ 14,409 11,583
-------- --------
NET INCOME........................................... $ 25,023 $ 22,046
======== ========
Net income per common and common equivalent share........ $ .72 $ .66
======== ========
Weighted average common and common equivalent shares
outstanding............................................. 34,834 33,612
======== ========
Dividends per common share............................... $ .180 $ .143
======== ========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
SCHEDULE 3
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
MARCH 31
------------------
1995 1994
-------- --------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
Balance, January 1......................................... $576,331 $501,500
Net income............................................... 25,023 22,046
Issuance of shares in acquisitions (2,961,266 shares in
1995
and 119,746 shares in 1994)............................. 32,360 (156)
Cash dividends of $.180 and $.143 per share.............. (6,594) (4,850)
-------- --------
Balance, March 31.......................................... $627,120 $518,540
======== ========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
SCHEDULE 4
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED MARCH
31
--------------------
1995 1994
--------- ---------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income.............................................. $ 25,023 $ 22,046
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses............................. 2,833 1,455
Provision for depreciation and amortization........... 6,398 6,182
Accretion of investment security discounts............ (1,355) (98)
Amortization of investment security premiums.......... 5,924 7,160
Net gains on sales of investment securities (A)....... (186) (371)
Net increase in trading account securities............ (863) (2,631)
(Increase) decrease in interest receivable............ 7,960 (3,527)
Increase (decrease) in interest payable............... 2,688 (1,441)
Other changes, net.................................... 43,821 23,706
--------- ---------
Net cash provided by operating activities........... 92,243 52,481
--------- ---------
INVESTING ACTIVITIES:
Net cash received in acquisitions....................... 33,389 7,757
Proceeds from sales of investment securities (A)........ 209,844 170,552
Proceeds from maturities of investment securities (A)... 123,978 141,205
Purchases of investment securities (A).................. (182,578) (319,171)
Net decrease in federal funds sold and securities
purchased
under agreements to resell............................. 52,060 184,622
Net (increase) decrease in loans........................ (161,164) 22,495
Purchases of premises and equipment..................... (3,612) (3,531)
Sales of premises and equipment......................... 287 752
--------- ---------
Net cash provided by investing activities........... 72,204 204,681
--------- ---------
FINANCING ACTIVITIES:
Net decrease in non-interest bearing demand, savings
and interest bearing demand deposits................... (294,846) (60,683)
Net increase (decrease) in time open and C.D.'s......... 30,085 (20,839)
Net increase (decrease) in federal funds purchased and
securities sold under agreements to repurchase......... 122,214 (211,234)
Repayment of long-term debt............................. (109) (130)
Purchases of treasury stock............................. (7,208) (15,227)
Sales of treasury stock to employee benefit plans....... -- 2,009
Exercise of stock options by employees.................. 2,063 1,337
Cash dividends paid on common stock..................... (6,594) (4,850)
--------- ---------
Net cash used by financing activities............... (154,395) (309,617)
--------- ---------
Increase (decrease) in cash and cash equivalents.... 10,052 (52,455)
Cash and cash equivalents at beginning of year.......... 565,805 534,785
--------- ---------
Cash and cash equivalents at March 31............... $ 575,857 $ 482,330
========= =========
</TABLE>
- --------
(A) Available for sale and other non-marketable securities, excluding trading
account securities.
There were no income tax payments or receipts for the three month period in
1995 compared to net receipts of $1,627,000 in 1994. Interest paid on deposits
and borrowings for the three month period was $55,621,000 in 1995 and
$43,700,000 in 1994.
See accompanying notes to financial statements.
5
<PAGE>
SCHEDULE 5
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
(UNAUDITED)
1. PRINCIPLES OF CONSOLIDATION AND PRESENTATION
The accompanying consolidated financial statements include the accounts of
Commerce Bancshares, Inc. and all majority-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated. Certain
reclassifications were made to 1994 data to conform to current year
presentation.
The significant accounting policies followed in the preparation of the
quarterly financial statements are the same as those disclosed in the 1994
Annual Report to stockholders to which reference is made.
2. ALLOWANCE FOR LOAN LOSSES
The following is a summary of the allowance for loan losses for the three
months ended March 31, 1995 and 1994 (in thousands):
<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
Balance, January 1........................................ $87,179 $85,830
------- -------
Additions:
Provision for loan losses............................... 2,833 1,455
Allowance for loan losses of acquired banks............. 4,737 1,583
------- -------
Total additions....................................... 7,570 3,038
------- -------
Deductions:
Loan losses............................................. 4,204 3,378
Less recoveries on loans................................ 1,510 1,503
------- -------
Net loan losses....................................... 2,694 1,875
------- -------
Balance, March 31......................................... $92,055 $86,993
======= =======
</TABLE>
At March 31, 1995, interest income was not being recognized on an accrual
basis for loans totaling approximately $11,085,000.
3. INVESTMENT SECURITIES
Investment securities, at fair value, consist of the following at March 31,
1995 and December 31, 1994 (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
---------- ------------
<S> <C> <C>
Available for sale:
U.S. government and federal agency obligations. $1,736,854 $1,797,291
Obligations of states and political
subdivisions.................................. 107,047 56,422
CMO's and asset-backed securities.............. 720,557 692,822
Other debt securities.......................... 100,925 45,748
Equity securities.............................. 29,943 29,059
Trading account securities....................... 4,040 5,539
Other non-marketable securities.................. 20,723 18,539
---------- ----------
Total investment securities.................. $2,720,089 $2,645,420
========== ==========
</TABLE>
6
<PAGE>
4. ACQUISITION ACTIVITY
Effective March 1, 1995, the Company acquired the Cotton Exchange Bank in
Kennett, Missouri for 176,854 shares of treasury stock and $4.1 million in
cash, using the "purchase" method of accounting. The Peoples Bank of
Bloomington, Illinois was acquired March 1, 1995, for accounting purposes in a
pooling transaction in which 2,961,266 shares of new common stock were issued.
At acquisition date, these banks had combined assets of $510 million, loans of
$262 million and deposits of $362 million. They did not have a material impact
on the earnings per share of the Company. Prior year statements have not been
restated for this transaction as a result.
On April 17, 1995, the Company acquired the Union National Bank in Wichita,
Kansas, for cash of $86.7 million. The Company acquired the Chillicothe State
Bank in Chillicothe, Illinois, on May 1, 1995, for $3.3 million in cash. At
acquisition date, these banks had combined assets of $697 million, loans of
$416 million and deposits of $522 million. They are not expected to have a
material impact on the earnings per share of the Company.
7
<PAGE>
SCHEDULE 6
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1995
(UNAUDITED)
The Company's consolidated net income for the first three months of 1995
totaled $25.0 million; $3.0 million greater than the same period for 1994. The
increase was mainly due to a $9.5 million increase in net interest income. Net
income for the first quarter of 1995 was $751 thousand greater than the fourth
quarter of 1994 due to a decrease of $1.4 million in other expense.
On March 1, 1995, the Company acquired the Cotton Exchange Bank in Kennett,
Missouri, for 176,854 shares of treasury stock and $4.1 million in cash, using
the purchase method of accounting. The Peoples Bank of Bloomington, Illinois,
was acquired effective March 1, 1995, for accounting purposes, in a pooling
transaction in which 2,961,266 shares of new stock were issued. These
acquisitions brought $510 million in assets to the balance sheet of the
organization but did not have a material impact on the earnings per share of
the Company.
Union National Bank of Wichita, Kansas, was acquired on April 17, 1995, for
cash of $86.7 million and increased assets by approximately $673 million.
Chillicothe State Bank of Chillicothe, Illinois, was purchased on May 1, 1995,
for $3.3 million in cash and brought $24 million in assets to the organization.
These acquisitions are not expected to have a material impact on the earnings
per share of the Company.
Specific comments on various aspects of the Company's operations and
financial condition follow:
INTEREST INCOME AND EARNING ASSETS
Total interest income increased $25.5 million, or 22.0%, compared to the
first three months of 1994 mainly due to an increase of 106 basis points in tax
equivalent rates earned and an increase of $380.5 million in average earning
asset balances, (which caused an increase of $8.9 million in tax equivalent
interest income). Excluding banks acquired after January 1, 1994, total
interest income increased 16.0% in the first three months of 1995 over the same
period in 1994. Compared to the fourth quarter of 1994, interest income
increased $6.7 million due to an increase of $164.2 million in average earning
asset balances and an increase of 36 basis points in tax equivalent rates
earned. The average tax equivalent yield was 7.80% for the first three months
of 1995, 6.74% for the first three months of 1994 and 7.44% for the fourth
quarter of 1994.
Loans, the highest yielding category of earning assets, were 62% of average
earning assets for the first three months of 1995. Loan and lease interest
income increased $25.4 million over the first three months of 1994 due to an
increase of 127 basis points in average tax equivalent rates earned and an
increase of $594.6 million in average loan balances. Loan and lease interest
income increased $7.3 million over the fourth quarter of 1994 due to an
increase of $236.1 million in average balances and an increase of 39 basis
points in tax equivalent rates earned.
Interest income on investment securities increased $651 thousand over the
first three months of 1994 mainly due to an increase of $332.3 million in
average balances invested in CMO's and asset-backed securities and an increase
of 32 basis points in rates earned on U.S. government and federal agency
securities, partially offset by a decrease of $476.0 million in average
balances invested in U.S. government and federal agency securities. Interest
income on investment securities decreased $410 thousand from the fourth quarter
of 1994 mainly due to a decrease of $95.7 million in average balances invested
in U.S. government and federal agency
8
<PAGE>
securities. The unrealized loss in fair value of available for sale investment
securities improved from a $97.1 million loss at December 31, 1994, to an
unrealized loss of $40.1 million at March 31, 1995. The amount of the related
after tax unrealized loss reported in stockholders' equity at March 31, 1995,
was $24.7 million.
Interest income on federal funds sold and securities purchased under
agreements to resell decreased $490 thousand from the first three months of
1994 and decreased $202 thousand from the fourth quarter of 1994 mainly due to
decreases in average balances invested, partially offset by increases in
average rates earned.
Summaries of average earning assets and liabilities and the corresponding
average rate earned/paid appears on pages 10 through 13.
RISK ELEMENTS OF LOAN PORTFOLIO
The loan portfolio contained loans on non-accrual status of $11.1 million at
March 31, 1995, compared to $11.4 million at December 31, 1994. These loans
were placed on non-accrual status because management does not expect to collect
payments consistent with acceptable and agreed upon terms of repayment
(generally, loans that are 90 days past due as to principal and/or interest
payments). Loans which were 90 days past due and still accruing interest
amounted to $9.5 million at March 31, 1995, and were made primarily to
borrowers in Missouri and the surrounding region. The subsidiary banks issue
Visa and MasterCard credit cards, and the balance of these consumer loans
generated through credit card sales drafts and cash advances was $383.2 million
at March 31, 1995. Because credit card loans traditionally have a higher than
average ratio of net charge-offs to loans outstanding, management requires that
a specific allowance for losses on credit card loans be maintained, which was
$9.8 million, or 2.6% of credit card loans at March 31, 1995. Included in the
"Personal" loan category is a home equity loan product, the "Anytime Line",
which had $149.1 million in loans outstanding and $238.2 million in unused
lines of credit at March 31, 1995. At March 31, 1995, a mortgage banking
subsidiary held residential real estate loans of $2.5 million at lower of cost
or market, which are to be resold to secondary markets within approximately
three months. Foreclosed real estate amounted to approximately $6.5 million at
March 31, 1995. The risk presented by the above loans and foreclosed real
estate is not considered by management to be materially adverse in relation to
normal credit risks generally taken by lenders.
PROVISION FOR LOAN LOSSES
Management records the provision for loan losses, on an individual bank
basis, in amounts that result in an allowance for loan losses sufficient to
cover all potential net charge-offs and risks believed to be inherent in the
loan portfolio of each bank. Management's evaluation includes such factors as
past loan loss experience as related to current loan portfolio mix, evaluation
of actual and potential losses in the loan portfolio, prevailing regional and
national economic conditions that might have an impact on the portfolio,
regular reviews and examinations of the loan portfolio conducted by internal
loan reviewers supervised by the Parent, reviews and examinations by bank
regulatory authorities, and other factors that management believes deserve
current recognition. As a result of these factors, the provision for loan
losses increased $1.4 million compared to the first three months of 1994 and
increased $782 thousand over the fourth quarter of 1994. The allowance for loan
losses as a percentage of loans and leases outstanding was 1.90% at March 31,
1995, compared to 1.97% at year-end 1994 and 2.14% at March 31, 1994.
Management believes that the allowance for loan losses, which is a general
reserve, is adequate to cover actual and potential losses in the loan portfolio
under current conditions. Other than as previously noted, management is not
aware of any significant risks in the current loan portfolio due to
concentrations of loans within any particular industry, nor of any separate
types of loans within a particular category of non-performing loans that are
unusually significant as to possible loan losses when compared to the entire
loan portfolio. Net charge-offs on loans totaled $2.7 million for the first
three months of 1995, compared to net charge-offs of $1.9 million for the first
three months of 1994 and $1.8 million for the fourth quarter of 1994.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D.)
AVERAGE BALANCE SHEETS--AVERAGE RATES AND YIELDS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
<TABLE>
<CAPTION>
FIRST QUARTER 1995 FIRST QUARTER 1994
-------------------------------------- --------------------------------------
AVERAGE INTEREST AVG. RATES AVERAGE INTEREST AVG. RATES
BALANCE INCOME/EXPENSE EARNED/PAID BALANCE INCOME/EXPENSE EARNED/PAID
---------- -------------- ----------- ---------- -------------- -----------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Loans and leases:
Business (including
foreign) (A).......... $1,484,400 $30,446 8.32% $1,361,860 $ 21,057 6.27%
Construction and
development........... 129,493 3,078 9.64 95,371 1,622 6.90
Real estate--business.. 615,238 13,518 8.91 525,889 9,586 7.39
Real estate--personal.. 848,369 15,828 7.57 735,560 12,689 7.00
Personal banking....... 1,132,041 23,778 8.52 935,844 17,904 7.76
Credit card............ 390,074 13,117 13.64 350,498 11,517 13.33
---------- ------- ----- ---------- -------- -----
Total loans and
leases.............. 4,599,615 99,765 8.80 4,005,022 74,375 7.53
---------- ------- ----- ---------- -------- -----
Investment securities:
U.S. government &
federal agency........ 1,802,431 27,211 6.12 2,278,431 32,601 5.80
State & municipal
obligations (A)....... 73,348 1,279 7.07 43,649 862 8.00
CMO's and asset-backed
securities............ 749,160 11,693 6.33 416,816 6,019 5.86
Trading account
securities (A)........ 3,236 45 5.65 5,214 39 3.03
Other marketable
securities (A)........ 89,330 1,390 6.31 68,920 975 5.74
Other non-marketable
securities............ 21,591 111 2.08 20,679 442 8.67
---------- ------- ----- ---------- -------- -----
Total investment
securities.......... 2,739,096 41,729 6.18 2,833,709 40,938 5.86
---------- ------- ----- ---------- -------- -----
Federal funds sold and
securities purchased
under agreements to
resell................. 64,971 983 6.14 184,441 1,473 3.24
---------- ------- ----- ---------- -------- -----
Total interest
earning assets...... 7,403,682 142,477 7.80 7,023,172 116,786 6.74
------- ----- -------- -----
Less allowance for loan
losses................. (88,461) (86,316)
Unrealized gain (loss)
on investment
securities............. (83,645) 65,928
Cash and due from banks. 554,738 570,444
Land, buildings and
equipment--net......... 193,801 195,725
Other assets............ 166,543 145,364
---------- ----------
Total assets......... $8,146,658 $7,914,317
========== ==========
LIABILITIES AND EQUITY:
Interest bearing
deposits:
Savings................ $ 282,826 1,797 2.58 $ 265,486 1,533 2.34
Interest bearing
demand................ 3,115,046 24,616 3.20 3,278,201 19,615 2.43
Time open & C.D.'s of
less than $100,000.... 1,992,560 24,187 4.92 1,772,101 17,880 4.09
Time open & C.D.'s of
$100,000 and over..... 184,454 2,203 4.84 146,045 1,274 3.54
---------- ------- ----- ---------- -------- -----
Total interest
bearing deposits.... 5,574,886 52,803 3.84 5,461,833 40,302 2.99
---------- ------- ----- ---------- -------- -----
Borrowings:
Federal funds
purchased and
securities sold under
agreements to
repurchase............ 403,187 5,274 5.30 286,139 1,825 2.59
Long-term debt and
other borrowings...... 15,473 234 6.14 7,007 135 7.79
---------- ------- ----- ---------- -------- -----
Total borrowings..... 418,660 5,508 5.34 293,146 1,960 2.71
---------- ------- ----- ---------- -------- -----
Total interest
bearing liabilities. 5,993,546 58,311 3.95% 5,754,979 42,262 2.98%
------- ----- -------- -----
Demand--non-interest
bearing deposits....... 1,365,096 1,333,338
Other liabilities....... 28,582 66,316
Stockholders' equity.... 759,434 759,684
---------- ----------
Total liabilities and
equity.............. $8,146,658 $7,914,317
========== ==========
Net interest margin
(T/E).................. $84,166 $ 74,524
======= ========
Net yield on interest
earning assets......... 4.61% 4.30%
===== =====
</TABLE>
- --------
(A) Stated on a tax equivalent basis.
10
<PAGE>
ANALYSIS OF VARIANCE IN NET INTEREST MARGIN (T/E) DUE TO VOLUMES AND RATES
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 VS 1994
-----------------------------
INCREASE OR
(DECREASE DUE TO
CHANGE IN
----------------- TOTAL
AVERAGE AVERAGE INCREASE
VOLUME RATE (B) (DECREASE)
------- -------- ----------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
VARIANCE IN INTEREST INCOME ON:
Loans and leases:
Business (including foreign) (A)................. $ 1,813 $ 7,576 $ 9,389
Construction and development..................... 581 875 1,456
Real estate--business............................ 1,628 2,304 3,932
Real estate--personal............................ 1,947 1,192 3,139
Personal banking................................. 3,754 2,120 5,874
Credit card...................................... 1,301 299 1,600
------- ------- -------
Total loans and leases......................... 11,024 14,366 25,390
------- ------- -------
Investment securities:
U.S. government & federal agency................. (6,819) 1,429 (5,390)
State & municipal obligations (A)................ 587 (170) 417
CMO's and asset-backed securities................ 4,802 872 5,674
Trading account securities (A)................... (15) 21 6
Other marketable securities (A).................. 289 126 415
Other non-marketable securities.................. 19 (350) (331)
------- ------- -------
Total investment securities.................... (1,137) 1,928 791
------- ------- -------
Federal funds sold and securities purchased under
agreements to resell............................. (952) 462 (490)
------- ------- -------
Total interest income.......................... 8,935 16,756 25,691
------- ------- -------
VARIANCE IN INTEREST EXPENSE ON:
Interest bearing deposits:
Savings.......................................... 100 164 264
Interest bearing demand.......................... (1,005) 6,006 5,001
Time open & C.D.'s of less than $100,000......... 1,997 4,310 6,307
Time open & C.D.'s of $100,000 and over.......... 283 646 929
------- ------- -------
Total interest bearing deposits................ 1,375 11,126 12,501
------- ------- -------
Borrowings:
Federal funds purchased and securities sold
under agreements to repurchase.................. 787 2,662 3,449
Long-term debt and other borrowings.............. 163 (64) 99
------- ------- -------
Total borrowings............................... 950 2,598 3,548
------- ------- -------
Total interest expense......................... 2,325 13,724 16,049
------- ------- -------
Change in net interest margin (T/E)............... $ 6,610 $ 3,032 $ 9,642
======= ======= =======
Percentage increase in net interest margin (T/E)
over the same period of the prior year........... 12.94%
=======
</TABLE>
- --------
(A) Stated on a tax equivalent basis.
(B) Changes not solely due to volume or rate changes are allocated to rate.
Management believes this allocation method, applied on a consistent basis,
provides meaningful comparisons between the respective periods.
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D.)
AVERAGE BALANCE SHEETS--AVERAGE RATES AND YIELDS
THREE MONTHS ENDED MARCH 31, 1995 AND DECEMBER 31, 1994
<TABLE>
<CAPTION>
FIRST QUARTER 1995 FOURTH QUARTER 1994
-------------------------------------- --------------------------------------
AVERAGE INTEREST AVG. RATES AVERAGE INTEREST AVG. RATES
BALANCE INCOME/EXPENSE EARNED/PAID BALANCE INCOME/EXPENSE EARNED/PAID
---------- -------------- ----------- ---------- -------------- -----------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Loans and leases:
Business (including
foreign) (A).......... $1,484,400 $ 30,446 8.32% $1,408,926 $ 27,769 7.82%
Construction and
development........... 129,493 3,078 9.64 126,195 2,770 8.71
Real estate--business.. 615,238 13,518 8.91 565,992 12,497 8.76
Real estate--personal.. 848,369 15,828 7.57 798,576 14,503 7.21
Personal banking....... 1,132,041 23,778 8.52 1,094,032 22,571 8.19
Credit card............ 390,074 13,117 13.64 369,755 12,340 13.24
---------- -------- ----- ---------- -------- -----
Total loans and
leases.............. 4,599,615 99,765 8.80 4,363,476 92,450 8.41
---------- -------- ----- ---------- -------- -----
Investment securities:
U.S. government &
federal agency........ 1,802,431 27,211 6.12 1,898,145 28,277 5.91
State & municipal
obligations (A)....... 73,348 1,279 7.07 53,362 980 7.29
CMO's and asset-backed
securities............ 749,160 11,693 6.33 735,782 11,422 6.16
Trading account
securities (A)........ 3,236 45 5.65 3,791 43 4.50
Other marketable
securities (A)........ 89,330 1,390 6.31 73,689 1,196 6.44
Other non-marketable
securities............ 21,591 111 2.08 19,899 129 2.57
---------- -------- ----- ---------- -------- -----
Total investment
securities.......... 2,739,096 41,729 6.18 2,784,668 42,047 5.99
---------- -------- ----- ---------- -------- -----
Federal funds sold and
securities purchased
under agreements to
resell................. 64,971 983 6.14 91,318 1,185 5.15
---------- -------- ----- ---------- -------- -----
Total interest
earning assets...... 7,403,682 142,477 7.80 7,239,462 135,682 7.44
-------- ----- -------- -----
Less allowance for loan
losses................. (88,461) (86,961)
Unrealized loss on
investment securities.. (83,645) (72,564)
Cash and due from banks. 554,738 559,198
Land, buildings and
equipment--net......... 193,801 193,174
Other assets............ 166,543 166,067
---------- ----------
Total assets......... $8,146,658 $7,998,376
========== ==========
LIABILITIES AND EQUITY:
Interest bearing
deposits:
Savings................ $ 282,826 1,797 2.58 $ 277,492 1,790 2.56
Interest bearing
demand................ 3,115,046 24,616 3.20 3,172,024 22,849 2.86
Time open & C.D.'s of
less than $100,000.... 1,992,560 24,187 4.92 1,939,045 22,274 4.56
Time open & C.D.'s of
$100,000 and over..... 184,454 2,203 4.84 170,383 1,914 4.46
---------- -------- ----- ---------- -------- -----
Total interest
bearing deposits.... 5,574,886 52,803 3.84 5,558,944 48,827 3.48
---------- -------- ----- ---------- -------- -----
Borrowings:
Federal funds
purchased and
securities sold under
agreements to
repurchase............ 403,187 5,274 5.30 304,265 3,445 4.49
Long-term debt and
other borrowings...... 15,473 234 6.14 6,568 129 7.79
---------- -------- ----- ---------- -------- -----
Total borrowings..... 418,660 5,508 5.34 310,833 3,574 4.56
---------- -------- ----- ---------- -------- -----
Total interest
bearing liabilities. 5,993,546 58,311 3.95% 5,869,777 52,401 3.54%
-------- ----- -------- -----
Demand--non-interest
bearing deposits....... 1,365,096 1,369,623
Other liabilities....... 28,582 30,524
Stockholders' equity.... 759,434 728,452
---------- ----------
Total liabilities and
equity.............. $8,146,658 $7,998,376
========== ==========
Net interest margin
(T/E).................. $ 84,166 $ 83,281
======== ========
Net yield on interest
earning assets......... 4.61% 4.56%
===== =====
</TABLE>
- --------
(A) Stated on a tax equivalent basis.
12
<PAGE>
ANALYSIS OF VARIANCE IN NET INTEREST MARGIN (T/E) DUE TO VOLUMES AND RATES
THREE MONTHS ENDED MARCH 31, 1995 AND DECEMBER 31, 1994
<TABLE>
<CAPTION>
CURRENT QUARTER VS
PRIOR QUARTER
-----------------------------
INCREASE OR
(DECREASE) DUE
TO CHANGE IN
----------------- TOTAL
AVERAGE AVERAGE INCREASE
VOLUME RATE (B) (DECREASE)
------- -------- ----------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
VARIANCE IN INTEREST INCOME ON:
Loans and leases:
Business (including foreign) (A)................. $ 1,615 $ 1,062 $ 2,677
Construction and development..................... 71 237 308
Real estate--business............................ 1,064 (43) 1,021
Real estate--personal............................ 885 440 1,325
Personal banking................................. 768 439 1,207
Credit card...................................... 663 114 777
------- ------- -------
Total loans and leases......................... 5,066 2,249 7,315
------- ------- -------
Investment securities:
U.S. government & federal agency................. (1,395) 329 (1,066)
State & municipal obligations (A)................ 359 (60) 299
CMO's and asset-backed securities................ 203 68 271
Trading account securities (A)................... (6) 8 2
Other marketable securities (A).................. 248 (54) 194
Other non-marketable securities.................. 11 (29) (18)
------- ------- -------
Total investment securities.................... (580) 262 (318)
------- ------- -------
Federal funds sold and securities purchased under
agreements to resell............................. (334) 132 (202)
------- ------- -------
Total interest income.......................... 4,152 2,643 6,795
------- ------- -------
VARIANCE IN INTEREST EXPENSE ON:
Interest bearing deposits:
Savings.......................................... 34 (27) 7
Interest bearing demand.......................... (454) 2,221 1,767
Time open & C.D.'s of less than $100,000......... 571 1,342 1,913
Time open & C.D.'s of $100,000 and over.......... 148 141 289
------- ------- -------
Total interest bearing deposits................ 299 3,677 3,976
------- ------- -------
Borrowings:
Federal funds purchased and securities sold
under agreements to repurchase.................. 1,113 716 1,829
Long-term debt and other borrowings.............. 172 (67) 105
------- ------- -------
Total borrowings............................... 1,285 649 1,934
------- ------- -------
Total interest expense......................... 1,584 4,326 5,910
------- ------- -------
Change in net interest margin (T/E)............... $ 2,568 $(1,683) $ 885
======= ======= =======
Percentage increase in net interest margin (T/E)
over the prior quarter........................... 1.06%
=======
</TABLE>
- --------
(A) Stated on a tax equivalent basis.
(B) Changes not solely due to volume or rate changes are allocated to rate.
Management believes this allocation method, applied on a consistent basis,
provides meaningful comparisons between the respective periods.
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D.)
INTEREST EXPENSE AND RELATED LIABILITIES
Total interest expense (net of capitalized interest) increased $16.1 million,
or 38.0%, compared to the first three months of 1994 and increased $5.9 million
over the fourth quarter of 1994 mainly due to higher average rates paid on
interest-bearing liabilities. The average cost of funds was 3.95% for the first
three months of 1995, 2.98% for the first three months of 1994 and 3.54% for
the fourth quarter of 1994. Excluding banks acquired after January 1, 1994,
total interest expense increased 30.2% in the first three months of 1995
compared to the first three months of 1994.
Average core deposits (deposits excluding short-term certificates of deposit
over $100,000) for the first three months of 1995 were $6.9 billion, an
increase of 1.7% over the same period last year. Core deposits supported 93% of
average earning assets in 1995. Interest on deposits increased $12.5 million
over the first three months of 1994. Average rates paid on time open and
certificates of deposit under $100,000 increased 83 basis points and rates paid
on interest bearing demand deposits increased 77 basis points. Deposit interest
expense increased $4.0 million over the fourth quarter of 1994 also due to
increases in average rates paid on time open and certificates of deposit under
$100,000 and rates paid on interest bearing demand deposits.
Interest expense on federal funds purchased and securities sold under
agreements to repurchase increased $3.4 million over the first three months of
1994 and increased $1.8 million over the fourth quarter of 1994 due to
increases in average rates paid and increases in average borrowings.
NON-INTEREST INCOME
Non-interest income increased $2.6 million compared to the first three months
of 1994. Miscellaneous credit card income increased $926 thousand, gains on
sales of loans and leases increased $1.1 million and deposit account charges
and other fees increased $667 thousand. Non-interest income increased $157
thousand over the fourth quarter of 1994 mainly due to increases of $741
thousand in trust income and $694 thousand in gains on sales of loans and
leases, partially offset by a $1.6 million decrease in miscellaneous credit
card income. During the first three months of 1995, the affiliate banks sold
securities from the available for sale category for proceeds of $208.8 million
and realized net losses of $20 thousand. The Parent sold equity securities for
proceeds of $1.0 million, realizing a net gain of $206 thousand. During the
first three months of 1994, the affiliate banks sold securities from the
available for sale category for proceeds of $170.4 million and realized gains
of $316 thousand.
OTHER EXPENSE
Other expense increased $5.0 million compared to the first three months of
1994 due to an increase of $1.1 million in salaries and employee benefits (due
to merit and incentive increases and higher benefit plans expense), a $1.4
million increase in various outside fees (mainly in credit card processing and
data processing expense), a $546 thousand increase in net occupancy expense on
bank premises and a $517 thousand increase in supplies and communication
expense. Excluding the expenses of banks acquired after January 1, 1994, total
other expense increased $1.3 million in the first three months of 1995 compared
to the same period in 1994. Compared to the fourth quarter of 1994, other
expense decreased $1.4 million mainly due to a $2.3 million decrease in
marketing expense, partially offset by a $1.9 million increase in salaries and
employee benefits.
INCOME TAXES
Income tax expense increased $2.8 million compared to the first three months
of 1994 and increased $812 thousand over the fourth quarter of 1994 due to
increases in taxable income.
14
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The liquid assets of the Parent company consist primarily of short-term
investments, U.S. government and federal agency securities and equity
securities, most of which are readily marketable. The fair value of these
investments was $139.2 million at March 31, 1995, compared to $122.8 million at
December 31, 1994. The Parent company liabilities totaled $24.2 million at
March 31, 1995, compared to $9.9 million at December 31, 1994. This increase
was mainly due to transfers of funds from subsidiary bank holding companies in
order to make investments in temporary liquid securities. The Parent company
had no short-term borrowings from affiliate banks or long-term debt during
1995. The Parent company's commercial paper, which management believes is
readily marketable, has a P1 rating from Moody's and an A1 rating from Standard
& Poor's. The Company is also rated A by Thomson BankWatch with a corresponding
short-term rating of TBW-1. This credit availability should provide adequate
funds to meet any outstanding or future commitments of the Parent.
The liquid assets held by bank subsidiaries include federal funds sold and
securities purchased under agreements to resell and available for sale
securities, which consist mainly of U.S. government and federal agency
securities and CMO's and asset-backed securities. These liquid assets had a
fair value of $2.61 billion at March 31, 1995, compared to $2.64 billion at
December 31, 1994. The available for sale bank portfolio included an unrealized
net loss of $47.4 million at March 31, 1995.
The Company (on a consolidated basis) had an equity to asset ratio of 9.32%
based on 1995 average balances. As shown in the following table, the Company's
capital exceeded the minimum risk-based capital and leverage requirements of
the regulatory agencies:
<TABLE>
<CAPTION>
MARCH 31, MARCH 31,
1995 1994
---------- ----------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Risk-Adjusted Assets.............................. $5,532,452 $4,727,821
Tier I Capital.................................... 808,154 699,731
Total Capital..................................... 875,573 757,748
Tier I Capital Ratio.............................. 14.61% 14.80%
Total Capital Ratio............................... 15.83% 16.03%
Leverage Ratio.................................... 9.90% 8.98%
</TABLE>
The Company's cash and cash equivalents (defined as "Cash and due from
banks") were $575.9 million at March 31, 1995, an increase of $10.1 million
over December 31, 1994. Contributing to the net cash inflow were a net increase
of $122.2 million in borrowings of federal funds purchased and securities sold
under agreements to repurchase and $92.2 million generated from operating
activities. In addition, proceeds of $333.8 million were realized from sales
and maturities of investment securities, offset by purchases of $182.6 million.
Partially offsetting these net inflows was a $294.8 million net decrease in
savings and demand deposits and a $161.2 million net increase in additional
loans made, net of repayments.
The Company has various commitments and contingent liabilities which are
properly not reflected on the balance sheet. Loan commitments (excluding lines
of credit related to credit card loan agreements) totaled approximately $1.83
billion, standby letters of credit totaled $111.9 million, and commercial
letters of credit totaled $34.0 million at March 31, 1995. The Company has
little risk exposure in off-balance-sheet derivative contracts. The notional
value of these contracts (interest rate and foreign exchange rate contracts)
was $213.6 million at March 31, 1995. The current credit exposure (or
replacement cost) across all off-balance-sheet derivative contracts covered by
the risk-based capital standards was $7.7 million at March 31, 1995. Management
does not anticipate any material losses to arise from these contingent items
and believes there are no material commitments to extend credit that represent
risks of an unusual nature.
15
<PAGE>
SCHEDULE 7
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
SELECTED BANK DATA*
MARCH 31, 1995
<TABLE>
<CAPTION>
LOANS AND
COMMERCE BANK PRIMARY LOCATIONS OFFICES ASSETS DEPOSITS LEASES
- ------------------------------- ------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
St. Louis, MO......................... 55 $2,635,258 $2,295,825 $1,638,963
Kansas City, MO....................... 42 2,292,040 1,836,027 1,131,063
Springfield, MO....................... 19 722,962 633,736 478,528
Wichita, KS**......................... 19 660,612 500,424 407,918
Peoria, IL............................ 10 461,097 372,513 250,057
Bloomington, IL....................... 12 416,835 264,921 222,966
Columbia, MO.......................... 15 371,490 339,683 271,557
St. Joseph, MO........................ 3 312,921 273,018 196,670
Poplar Bluff, MO...................... 7 234,993 210,812 146,317
Joplin, MO............................ 6 143,223 133,952 94,291
Manhattan, KS......................... 5 141,405 117,856 71,153
Kansas City/Lenexa, KS................ 5 132,859 110,598 46,489
Hays, KS.............................. 4 100,819 92,283 35,913
Lebanon, MO........................... 3 98,724 91,611 53,365
El Dorado, KS......................... 2 92,069 80,475 38,354
Leavenworth, KS....................... 3 89,310 78,637 52,052
Cassville, MO......................... 3 80,825 73,182 39,555
Hannibal, MO.......................... 2 77,580 71,924 46,090
Lawrence, KS.......................... 6 66,369 61,193 36,593
Omaha, NE............................. 1 2,891 -- 2,586
</TABLE>
- --------
*Balances have not been reduced for inter-company activity.
**Acquired effective April 17, 1995, and not included in consolidated totals
for March 31.
OTHER OPERATING SUBSIDIARIES
CBI Insurance Company
CFB Venture Fund I, Inc.
Commerce Property and Casualty Agency, Inc.
Mid-America Financial Corp.
Commerce Mortgage Corp.
16
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from
Commerce Bancshares, Inc. 3/31/95 Form 10-Q and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 575,857
<INT-BEARING-DEPOSITS> 0<F1>
<FED-FUNDS-SOLD> 47,040
<TRADING-ASSETS> 4,040
<INVESTMENTS-HELD-FOR-SALE> 2,695,326<F2>
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 4,853,610<F3>
<ALLOWANCE> 92,055
<TOTAL-ASSETS> 8,475,101
<DEPOSITS> 7,088,240
<SHORT-TERM> 499,072
<LIABILITIES-OTHER> 50,716
<LONG-TERM> 6,679
<COMMON> 183,222
0
0
<OTHER-SE> 647,172
<TOTAL-LIABILITIES-AND-EQUITY> 8,475,101
<INTEREST-LOAN> 99,416
<INTEREST-INVEST> 41,152<F4>
<INTEREST-OTHER> 983
<INTEREST-TOTAL> 141,596
<INTEREST-DEPOSIT> 52,803
<INTEREST-EXPENSE> 58,309
<INTEREST-INCOME-NET> 83,287
<LOAN-LOSSES> 2,833
<SECURITIES-GAINS> 186
<EXPENSE-OTHER> 71,610
<INCOME-PRETAX> 39,432
<INCOME-PRE-EXTRAORDINARY> 25,023
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,023
<EPS-PRIMARY> .72
<EPS-DILUTED> 0
<YIELD-ACTUAL> 4.61<F5>
<LOANS-NON> 11,085
<LOANS-PAST> 9,451
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 87,179
<CHARGE-OFFS> 4,204
<RECOVERIES> 1,510
<ALLOWANCE-CLOSE> 92,055
<ALLOWANCE-DOMESTIC> 92,055
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<FN>
<F1>Certificates of deposit of $1,097,000 are included in Investments-Held-
For-Sale.
<F2>Excludes non-marketable investment securities of $20,723,000.
<F3>Gross of allowance for loan losses.
<F4>Excludes interest of $45,000 on trading account securities.
<F5>Yield is computed on a tax equivalent basis.
</FN>
</TABLE>
