<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 June 30, 1999
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) (IRS Employer Identification No.)
1000 Walnut, Kansas City, MO 64106
(Address of principal executive offices and Zip Code)
(816) 234-2000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days
Yes [X] No___
As of August 5, 1999, the registrant had outstanding 60,018,756 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 June 30, 1999 and December
31, 1998 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: Statements of Changes in Stockholders' Equity
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, including Quantitative and
Qualitative Disclosures about Market Risk
Part II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of Commerce Bancshares, Inc. was held on
April 21, 1999. Proxies for the meeting were solicited pursuant to Regulation
14 of the Securities Exchange Act of 1934, and there was no solicitation in
opposition to management's nominees, as listed in the proxy statement. The
five nominees for the five directorships (constituting one-third of the Board
of Directors) being elected at this meeting received the following votes:
<TABLE>
<CAPTION>
Name of Director Votes For Votes Abstain
---------------- ---------- -------------
<S> <C> <C>
W. Thomas Grant, II.............................. 40,976,220 9,277,030
James B. Hebenstreit............................. 49,997,908 255,342
John H. Robinson, Jr............................. 40,942,622 9,310,628
Dolph C. Simons, Jr.............................. 44,113,633 6,139,617
William A. Sullins, Jr........................... 50,066,518 186,732
</TABLE>
At the same meeting, the shareholders approved, as set forth in the proxy
statement for the meeting, the adoption of an amendment to the Articles of
Incorporation to increase the authorized shares of Common Stock from
80,000,000 to 100,000,000 shares with a par value of $5.00 per share. The
amendment to the Articles of Incorporation was approved with a vote of
47,822,284 shares (representing 95.3% of the shares present or represented and
entitled to vote) voting in favor; 1,923,744 shares voting against; 447,222
shares abstaining; and no shares representing broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3)(i) Restated Articles of Incorporation, as amended
(27) Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended June 30,
1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Commerce Bancshares, Inc.
/s/ J. Daniel Stinnett
By __________________________________
J. Daniel Stinnett
Vice President & Secretary
Date: August 10, 1999
/s/ Jeffery D. Aberdeen
By __________________________________
Jeffery D. Aberdeen
Controller
(Chief Accounting Officer)
Date: August 10, 1999
3
<PAGE>
Schedule 1
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30 December 31
1999 1998
----------- -----------
(Unaudited)
(In thousands)
<S> <C> <C>
ASSETS
Loans, net of unearned income........................ $ 7,175,890 $ 7,046,852
Allowance for loan losses............................ (120,225) (117,092)
----------- -----------
Net loans........................................ 7,055,665 6,929,760
----------- -----------
Investment securities:
Available for sale................................. 2,708,409 2,988,230
Trading account.................................... 22,562 14,210
Other non-marketable............................... 30,341 29,276
----------- -----------
Total investment securities...................... 2,761,312 3,031,716
----------- -----------
Federal funds sold and securities purchased under
agreements to resell................................ 140,125 261,535
Cash and due from banks.............................. 702,609 738,672
Land, buildings and equipment, net................... 226,731 222,129
Goodwill and core deposit premium, net............... 72,743 77,009
Customers' acceptance liability...................... 830 808
Other assets......................................... 106,997 140,394
----------- -----------
Total assets..................................... $11,067,012 $11,402,023
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing demand........................ $ 1,367,630 $ 1,657,037
Savings and interest bearing demand................ 5,416,581 5,295,897
Time open and C.D.'s of less than $100,000......... 2,160,274 2,269,835
Time open and C.D.'s of $100,000 and over.......... 284,309 307,428
----------- -----------
Total deposits................................... 9,228,794 9,530,197
Federal funds purchased and securities sold under
agreements to repurchase............................ 618,171 617,830
Long-term debt and other borrowings.................. 26,201 27,130
Accrued interest, taxes and other liabilities........ 117,440 145,273
Acceptances outstanding.............................. 830 808
----------- -----------
Total liabilities................................ 9,991,436 10,321,238
----------- -----------
Stockholders' equity:
Preferred stock, $1 par value. Authorized and
unissued 2,000,000 shares......................... -- --
Common stock, $5 par value. Authorized 100,000,000
shares; issued 61,352,684 shares.................. 306,763 306,763
Capital surplus.................................... 102,126 106,159
Retained earnings.................................. 686,547 624,256
Treasury stock of 1,041,103 shares in 1999 and
193,208 shares in 1998, at cost................... (43,124) (8,561)
Unearned employee benefits......................... (991) (904)
Accumulated other comprehensive income............. 24,255 53,072
----------- -----------
Total stockholders' equity....................... 1,075,576 1,080,785
----------- -----------
Total liabilities and stockholders' equity....... $11,067,012 $11,402,023
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
Schedule 2
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the Three
Months For the Six Months
Ended June 30 Ended June 30
------------------- -------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(Unaudited)
(In thousands, except per share data)
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans............. $ 139,299 $ 137,740 $ 277,039 $ 272,060
Interest on investment securities...... 41,378 39,553 82,093 78,741
Interest on federal funds sold and
securities purchased under agreements
to resell............................. 3,478 2,858 9,521 6,903
--------- --------- --------- ---------
Total interest income.............. 184,155 180,151 368,653 357,704
--------- --------- --------- ---------
INTEREST EXPENSE
Interest on deposits:
Savings and interest bearing demand.. 32,004 35,673 65,087 70,496
Time open and C.D.'s of less than
$100,000............................ 27,676 29,507 56,605 58,486
Time open and C.D.'s of $100,000 and
over................................ 3,671 3,356 7,453 6,462
Interest on federal funds purchased and
securities sold under agreements to
repurchase............................ 5,520 6,309 11,830 12,773
Interest on long-term debt and other
borrowings............................ 214 110 442 217
--------- --------- --------- ---------
Total interest expense............. 69,085 74,955 141,417 148,434
--------- --------- --------- ---------
Net interest income................ 115,070 105,196 227,236 209,270
Provision for loan losses.............. 8,741 11,410 17,291 22,126
--------- --------- --------- ---------
Net interest income after provision
for loan losses................... 106,329 93,786 209,945 187,144
--------- --------- --------- ---------
NON-INTEREST INCOME
Trust fees............................. 14,212 13,073 28,124 24,726
Deposit account charges and other
fees.................................. 17,109 15,718 33,350 30,107
Credit card transaction fees........... 11,007 8,901 19,907 15,996
Trading account profits and
commissions........................... 2,620 1,827 5,405 4,108
Net gains on securities transactions... 357 4,667 993 6,088
Other.................................. 16,131 11,555 31,113 24,675
--------- --------- --------- ---------
Total non-interest income.......... 61,436 55,741 118,892 105,700
--------- --------- --------- ---------
NON-INTEREST EXPENSE
Salaries and employee benefits......... 53,369 49,879 107,394 98,385
Net occupancy.......................... 6,827 6,366 13,486 11,659
Equipment.............................. 5,780 4,399 10,655 8,665
Supplies and communication............. 8,386 7,101 16,546 14,199
Data processing........................ 9,020 7,117 17,231 14,054
Marketing.............................. 2,915 3,479 6,166 6,238
Goodwill and core deposit.............. 2,133 2,295 4,266 4,591
Other.................................. 16,177 12,698 31,564 25,964
--------- --------- --------- ---------
Total non-interest expense......... 104,607 93,334 207,308 183,755
--------- --------- --------- ---------
Income before income taxes............. 63,158 56,193 121,529 109,089
Less income taxes...................... 21,387 18,699 41,073 37,112
--------- --------- --------- ---------
Net income......................... $ 41,771 $ 37,494 $ 80,456 $ 71,977
========= ========= ========= =========
Net income per share--basic............ $ .69 $ .61 $ 1.32 $ 1.18
========= ========= ========= =========
Net income per share--diluted.......... $ .68 $ .60 $ 1.30 $ 1.16
========= ========= ========= =========
Cash dividends per common share........ $ .150 $ .138 $ .300 $ .276
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
Schedule 3
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Number of Unearned Other
Shares Common Capital Retained Treasury Employee Comprehensive
Issued Stock Surplus Earnings Stock Benefits Income Total
---------- -------- -------- -------- -------- -------- ------------- ----------
(Unaudited)
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance January 1, 1999. 61,352,684 $306,763 $106,159 $624,256 $ (8,561) $ (904) $53,072 $1,080,785
Net income............. 80,456 80,456
Change in unrealized
gain (loss) on
available for sale
securities............ (28,817) (28,817)
----------
Total comprehensive
income................ 51,639
----------
Purchase of treasury
stock................. (42,809) (42,809)
Sales under option and
benefit plans......... (4,014) 7,957 3,943
Issuance of stock under
restricted stock award
plan.................. (19) 289 (270) --
Restricted stock award
amortization.......... 183 183
Cash dividends paid
($.30 per share)...... (18,165) (18,165)
---------- -------- -------- -------- -------- ------- ------- ----------
Balance June 30, 1999... 61,352,684 $306,763 $102,126 $686,547 $(43,124) $ (991) $24,255 $1,075,576
========== ======== ======== ======== ======== ======= ======= ==========
Balance January 1, 1998. 58,285,813 $291,429 $ 48,704 $626,387 $(14,252) $ (601) $29,117 $ 980,784
Net income............. 71,977 71,977
Change in unrealized
gain (loss) on
available for sale
securities............ 5,839 5,839
----------
Total comprehensive
income................ 77,816
----------
Pooling acquisition.... 360,000 1,800 (11,346) 7,639 16,101 139 14,333
Purchase of treasury
stock................. (36,834) (36,834)
Sales under option and
benefit plans......... (2,893) 6,512 3,619
Issuance of stock under
restricted stock award
plan.................. 12 528 (540) --
Restricted stock award
amortization.......... 141 141
Cash dividends paid
($.276 per share)..... (16,923) (16,923)
---------- -------- -------- -------- -------- ------- ------- ----------
Balance June 30, 1998... 58,645,813 $293,229 $ 34,477 $689,080 $(27,945) $(1,000) $35,095 $1,022,936
========== ======== ======== ======== ======== ======= ======= ==========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
Schedule 4
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Six Months
Ended June 30
--------------------
1999 1998
--------- ---------
(Unaudited)
(In thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income .............................................. $ 80,456 $ 71,977
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses ............................. 17,291 22,126
Provision for depreciation and amortization ........... 17,317 16,171
Accretion of investment security discounts ............ (1,591) (2,340)
Amortization of investment security premiums .......... 5,809 4,235
Net gains on sales of investment securities (A) ....... (993) (6,088)
Net increase in trading account securities............. (10,035) (11,682)
(Increase) decrease in interest receivable ............ 520 (2,006)
Decrease in interest payable .......................... (6,769) (1,956)
Other changes, net .................................... 34,871 (22,481)
--------- ---------
Net cash provided by operating activities ........... 136,876 67,956
--------- ---------
INVESTING ACTIVITIES:
Net cash received in acquisition......................... -- 4,044
Proceeds from sales of investment securities (A)......... 103,837 186,309
Proceeds from maturities of investment securities (A).... 920,732 535,052
Purchases of investment securities (A) .................. (805,208) (602,339)
Net decrease in federal funds sold and securities
purchased under agreements to resell ................... 121,410 41,170
Net increase in loans.................................... (137,611) (340,125)
Purchases of premises and equipment...................... (17,268) (12,515)
Sales of premises and equipment.......................... 1,008 1,697
--------- ---------
Net cash provided (used) by investing activities..... 186,900 (186,707)
--------- ---------
FINANCING ACTIVITIES:
Net decrease in non-interest bearing demand, savings,
and interest bearing demand deposits.................... (168,723) (140,572)
Net increase (decrease) in time open and C.D.'s.......... (132,759) 13,506
Net increase (decrease) in federal funds purchased
and securities sold under agreements to repurchase ..... 341 (913)
Repayment of long-term debt ............................. (818) (3,326)
Purchases of treasury stock ............................. (41,285) (35,977)
Exercise of stock options by employees .................. 1,570 1,595
Cash dividends paid on common stock ..................... (18,165) (16,923)
--------- ---------
Net cash used by financing activities ............... (359,839) (182,610)
--------- ---------
Decrease in cash and cash equivalents................ (36,063) (301,361)
Cash and cash equivalents at beginning of year........... 738,672 978,239
--------- ---------
Cash and cash equivalents at June 30................. $ 702,609 $ 676,878
========= =========
</TABLE>
- --------
(A) Available for sale and other non-marketable securities, excluding trading
account securities.
Net cash payments of income taxes for the six month period were $53,413,000
in 1999 and $34,842,000 in 1998. Interest paid on deposits and borrowings for
the six month period was $148,106,000 in 1999 and $150,304,000 in 1998.
See accompanying notes to financial statements.
7
<PAGE>
Schedule 5
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
1. Principles of Consolidation and Presentation
The accompanying consolidated financial statements include the accounts of
Commerce Bancshares, Inc. and all majority-owned subsidiaries (the Company).
All significant intercompany accounts and transactions have been eliminated.
Certain reclassifications were made to 1998 data to conform to current year
presentation. Results of operations for the six month period ended June 30,
1999 are not necessarily indicative of results to be attained for any other
period.
The significant accounting policies followed in the preparation of the
quarterly financial statements are the same as those disclosed in the 1998
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.
<TABLE>
<CAPTION>
For the
Three Months For the
Ended Six Months Ended
June 30 June 30
----------------- -----------------
1999 1998 1999 1998
-------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
Balance, beginning of period......... $119,557 $108,569 $117,092 $105,918
-------- -------- -------- --------
Additions:
Provision for loan losses.......... 8,741 11,410 17,291 22,126
Allowance for loan losses of
acquired banks.................... -- -- -- 964
-------- -------- -------- --------
Total additions.................. 8,741 11,410 17,291 23,090
-------- -------- -------- --------
Deductions:
Loan losses........................ 10,663 9,965 19,702 20,956
Less recoveries on loans........... 2,590 2,976 5,544 4,938
-------- -------- -------- --------
Net loan losses.................. 8,073 6,989 14,158 16,018
-------- -------- -------- --------
Balance, June 30..................... $120,225 $112,990 $120,225 $112,990
======== ======== ======== ========
</TABLE>
At June 30, 1999, non-performing assets were $36,402,000, which was .51% of
total loans and .33% of total assets. This balance consisted of $12,760,000 in
loans not accruing interest, $21,970,000 in loans past due 90 days and still
accruing interest, and $1,672,000 in foreclosed real estate.
8
<PAGE>
3. Investment Securities
Investment securities, at fair value, consist of the following at June 30,
1999 and December 31, 1998.
<TABLE>
<CAPTION>
June 30 December
1999 31 1998
---------- ----------
(In thousands)
<S> <C> <C>
Available for sale:
U.S. government and federal agency obligations.... $1,242,421 $1,448,547
State and municipal obligations................... 95,357 101,785
CMO's and asset-backed securities................. 1,238,419 974,377
Other debt securities............................. 81,529 419,413
Equity securities................................. 50,683 44,108
Trading account securities.......................... 22,562 14,210
Other non-marketable securities..................... 30,341 29,276
---------- ----------
Total investment securities..................... $2,761,312 $3,031,716
========== ==========
</TABLE>
4. Common Stock
The shares used in the calculation of basic and diluted income per share
are shown below.
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30 Ended June 30
--------------------- -------------------
1999 1998 1999 1998
---------- ---------- --------- ---------
(In thousands)
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding.................. 60,618 61,371 60,831 61,205
Stock options................. 823 1,114 847 1,104
---------- ---------- --------- ---------
61,441 62,485 61,678 62,309
========== ========== ========= =========
</TABLE>
5. Comprehensive Income
SFAS No. 130, "Reporting Comprehensive Income", requires the reporting of
comprehensive income and its components. Comprehensive income is defined as
the change in equity from transactions and other events and circumstances from
non-owner sources, and excludes investments by and distributions to owners.
Comprehensive income includes net income and other items of comprehensive
income meeting the above criteria. The Company's only component of other
comprehensive income is the unrealized holding gains and losses on available
for sale securities.
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30 Ended June 30
---------------------- --------------------
1999 1998 1999 1998
---------- ---------- --------- ---------
(In thousands)
<S> <C> <C> <C> <C>
Unrealized holding gains (losses).. $ (28,934) $ (10,531) $ (55,257) $ 14,525
Less: reclassification adjustment
for gains included in net income.. 357 3,687 993 5,108
---------- ---------- --------- --------
Net unrealized gains (losses) on
securities........................ (29,291) (14,218) (56,250) 9,417
Income tax expense (benefit)....... (17,170) (5,317) (27,433) 3,578
---------- ---------- --------- --------
Other comprehensive income (loss).. $(12,121) $ (8,901) $ (28,817) $ 5,839
========== ========== ========= ========
</TABLE>
9
<PAGE>
6. Segments
Management has established three operating segments within the Company. The
Consumer segment includes the retail branch network, consumer finance,
bankcard, student loans and discount brokerage services. The Commercial
segment provides corporate lending, leasing, and international services, as
well as business, government deposit and cash management services. The Money
Management segment provides traditional trust and estate tax planning
services, and advisory and discretionary investment management services.
The following table presents selected financial information by segment and
reconciliations of combined segment totals to consolidated totals. There were
no material intersegment revenues between the three segments. Financial data
for 1998 bank acquisitions which have not yet been assimilated into the
business segment and cost allocation systems are included in the Consumer
segment and are not considered material.
<TABLE>
<CAPTION>
Money Segment Other/ Consolidated
Consumer Commercial Management Totals Elimination Totals
-------- ---------- ---------- -------- ----------- ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Six Months Ended June
30, 1999
- ------------------------
Net interest income
after loan loss
expense................ $ 12,760 $121,901 $(9,058) $125,603 $ 84,342 $209,945
Cost of funds
allocation............. 100,057 (46,744) 11,820 65,133 (65,133) --
Non-interest income..... 62,417 13,796 36,441 112,654 6,238 118,892
-------- -------- ------- -------- -------- --------
Total net revenue....... 175,234 88,953 39,203 303,390 25,447 328,837
Non-interest expense.... 130,281 39,261 25,519 195,061 12,247 207,308
-------- -------- ------- -------- -------- --------
Income before income
taxes.................. $ 44,953 $ 49,692 $13,684 $108,329 $ 13,200 $121,529
======== ======== ======= ======== ======== ========
Six Months Ended June
30, 1998
- ------------------------
Net interest income
after loan loss
expense................ $ 695 $120,586 $(8,591) $112,690 $ 74,454 $187,144
Cost of funds
allocation............. 111,093 (50,033) 10,887 71,947 (71,947) --
Non-interest income..... 53,525 12,544 31,706 97,775 7,925 105,700
-------- -------- ------- -------- -------- --------
Total net revenue....... 165,313 83,097 34,002 282,412 10,432 292,844
Non-interest expense.... 110,247 36,481 23,018 169,746 14,009 183,755
-------- -------- ------- -------- -------- --------
Income before income
taxes.................. $ 55,066 $ 46,616 $10,984 $112,666 $(3,577) $109,089
======== ======== ======= ======== ======== ========
Three Months Ended June
30, 1999
- ------------------------
Net interest income
after loan loss
expense................ $ 6,544 $ 61,738 $(4,349) $ 63,933 $ 42,396 $106,329
Cost of funds
allocation............. 49,436 (23,807) 5,668 31,297 (31,297) --
Non-interest income..... 31,612 6,864 17,988 56,464 4,972 61,436
-------- -------- ------- -------- -------- --------
Total net revenue....... 87,592 44,795 19,307 151,694 16,071 167,765
Non-interest expense.... 65,713 19,905 12,791 98,409 6,198 104,607
-------- -------- ------- -------- -------- --------
Income before income
taxes.................. $ 21,879 $ 24,890 $ 6,516 $ 53,285 $ 9,873 $ 63,158
======== ======== ======= ======== ======== ========
Three Months Ended June
30, 1998
- ------------------------
Net interest income
after loan loss
expense................ $ 174 $ 62,360 $(4,351) $ 58,183 $ 35,603 $ 93,786
Cost of funds
allocation............. 55,191 (25,751) 5,460 34,900 (34,900) --
Non-interest income..... 27,256 6,307 16,262 49,825 5,916 55,741
-------- -------- ------- -------- -------- --------
Total net revenue....... 82,621 42,916 17,371 142,908 6,619 149,527
Non-interest expense.... 56,207 17,974 11,857 86,038 7,296 93,334
-------- -------- ------- -------- -------- --------
Income before income
taxes.................. $ 26,414 $ 24,942 $ 5,514 $ 56,870 $ (677) $ 56,193
======== ======== ======= ======== ======== ========
</TABLE>
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, and the
effect of certain expense allocations to the segments.
10
<PAGE>
Schedule 6
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 30, 1999
(Unaudited)
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and related notes and with the
statistical information and financial data appearing in this report as well as
the Company's 1998 Annual Report on Form 10-K. Results of operations for the
six month period ended June 30, 1999 are not necessarily indicative of results
to be attained for any other period.
<TABLE>
<CAPTION>
Three
Months
Ended June Six Months
30 Ended June 30
------------ --------------
1999 1998 1999 1998
----- ----- ------ ------
<S> <C> <C> <C> <C>
Per Share Data
Net income--basic........................ $ .69 $ .61 $ 1.32 $ 1.18
Net income--diluted...................... .68 .60 1.30 1.16
Cash dividends........................... .150 .138 .300 .276
Book value............................... 17.83 16.78
Market price............................. 40.25 46.49
Selected Ratios
(Based on average balance sheets)
Loans to deposits........................ 75.85% 75.30% 75.45% 74.71%
Non-interest bearing deposits to total
deposits................................ 14.52 21.87 14.69 21.86
Equity to loans.......................... 15.32 15.76 15.37 15.79
Equity to deposits....................... 11.62 11.86 11.60 11.80
Equity to total assets................... 9.78 9.97 9.72 9.91
Return on total assets................... 1.52 1.46 1.46 1.42
Return on realized stockholders' equity.. 16.02 15.18 15.60 14.86
Return on total stockholders' equity..... 15.53 14.63 15.03 14.32
(Based on end-of-period data)
Efficiency ratio......................... 58.17 58.26 58.83 58.00
Tier I capital ratio..................... 11.87 12.28
Total capital ratio...................... 13.14 13.38
Leverage ratio........................... 8.98 8.94
</TABLE>
Summary
Consolidated net income for the second quarter of 1999 was $41.8 million; a
$4.3 million or 11.4% increase over the second quarter of 1998. Diluted
earnings per share increased 13.3% to $.68 for the second quarter of 1999
compared to $.60 for the second quarter of 1998. The second quarter of 1999
was the Company's thirteenth consecutive quarter of double-digit growth in
earnings per share. Return on average assets for the quarter was 1.52%
compared to 1.46% for the second quarter of 1998 and 1.40% for the first
quarter of 1999. Return on average realized stockholders' equity for the
second quarter was 16.02% compared to 15.18% last year. The Company's
efficiency ratio was 58.17% for the second quarter of 1999 compared to 58.26%
for the second quarter of 1998 and 59.51% for the first quarter of 1999.
Consolidated net income for the first six months of 1999 was $80.5 million,
an 11.8% increase over the first six months of 1998. Diluted earnings per
share was $1.30 compared to $1.16 for the first six months of last year. The
Company achieved balanced growth in net interest income, which grew 8.6%, and
core fee income. Core
11
<PAGE>
fee income, which excludes gains on securities sales and certain other
security valuation income, increased 15.1% over last year. Growth strategies
have produced double digit growth in fee revenues from the bankcard, trust and
money management products. Non-interest expense increased 12.8% over the first
six months of 1998, which included the effects of adding 166 full-time
equivalent employees and rising health insurance costs.
Net Interest Income
The following table summarizes the changes in net interest income on a
fully tax 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.
Management believes this allocation method, applied on a consistent basis,
provides meaningful comparisons between the respective periods.
Analysis of Changes in Net Interest Income
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1999 vs. 1998 June 30, 1999 vs. 1998
-------------------------- --------------------------
Change due to Change due to
----------------- -----------------
Average Average Average Average
Volume Rate Total Volume Rate Total
------- -------- ------- ------- -------- -------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest income, fully
taxable equivalent
basis:
Loans................. $10,449 $ (8,869) $ 1,580 $24,099 $(19,078) $ 5,021
Investment securities:
U.S. government and
federal agency
securities......... (2,306) (653) (2,959) (3,315) (1,471) (4,786)
State and municipal
obligations........ (139) 8 (131) (98) (2) (100)
CMO's and asset-
backed securities.. 6,040 (557) 5,483 8,552 (871) 7,681
Other securities.... (535) (71) (606) 896 (338) 558
Federal funds sold and
securities purchased
under agreements to
resell............... 1,102 (482) 620 4,119 (1,501) 2,618
------- -------- ------- ------- -------- -------
Total interest
income........... 14,611 (10,624) 3,987 34,253 (23,261) 10,992
------- -------- ------- ------- -------- -------
Interest expense:
Deposits:
Savings............. 149 (613) (464) 318 (973) (655)
Interest bearing
demand............. 9,053 (12,258) (3,205) 14,070 (18,824) (4,754)
Time open & C.D.'s
of less than
$100,000........... 253 (2,084) (1,831) 1,361 (3,242) (1,881)
Time open & C.D.'s
of $100,000 and
over............... 654 (339) 315 1,637 (646) 991
Federal funds
purchased and
securities sold under
agreements to
repurchase........... 294 (1,083) (789) 1,426 (2,369) (943)
Long-term debt and
other borrowings..... 378 (281) 97 747 (554) 193
------- -------- ------- ------- -------- -------
Total interest
expense.......... 10,781 (16,658) (5,877) 19,559 (26,608) (7,049)
------- -------- ------- ------- -------- -------
Net interest income,
fully taxable
equivalent basis....... $ 3,830 $ 6,034 $ 9,864 $14,694 $ 3,347 $18,041
======= ======== ======= ======= ======== =======
</TABLE>
Net interest income for the second quarter of 1999 was $115.1 million, a
9.4% increase over the second quarter of 1998, and for the first six months
was $227.2 million, an 8.6% increase over last year. For the quarter, the net
interest rate margin was 4.61% compared with 4.58% last year, while the six
month margin was 4.55% in 1999 and 4.62% in 1998.
12
<PAGE>
Total interest income increased $4.0 million, or 2.2%, over the second
quarter of 1998, mainly due to increases of $520.0 million in average loans
and $382.7 million in average CMO's and asset-backed securities. Partially
offsetting these increases were a 53 basis point decline in average rates
earned on loans and a decrease of $149.4 million in average balances in U.S.
government and federal agency securities. The average tax equivalent yield on
interest earning assets was 7.36% for the second quarter of 1999 compared to
7.81% last year.
Compared to the first six months of 1998, total interest income increased
$10.9 million, or 3.1%. Average loan balances increased $605.2 million, which
contributed income of $24.1 million. In addition, average investment
securities and short-term investments increased $340.2 million. These
increases were partially offset by the effect of decreases in average loan
rates.
Total interest expense (net of capitalized interest) decreased $5.9
million, or 7.8%, compared to the second quarter of 1998 due mainly to lower
rates paid on deposits, partially offset by growth in the Company's Premium
Money Market deposit accounts. The average cost of funds was 3.26% for the
second quarter of 1999 and 4.13% for the second quarter of 1998.
Total interest expense decreased $7.0 million, or 4.7%, in the first six
months of 1999 compared to 1998. Lower rates paid on deposits were partially
offset by higher average balances in the Premium Money Market deposit
accounts. Average core deposits (deposits excluding short-term certificates of
deposit over $100,000) for the first six months of 1999 increased 8.3%
compared to the same period last year. Core deposits supported 91% of average
earning assets in 1999 compared with 92% in 1998.
Summaries of average assets and liabilities and the corresponding average
rates earned/paid appear on pages 20 and 21.
Risk Elements of Loan Portfolio
Non-performing assets include impaired loans (non-accrual loans and loans
90 days delinquent and still accruing interest) and foreclosed real estate.
Loans are placed on non-accrual status when management does not expect to
collect payments consistent with acceptable and agreed upon terms of repayment
(generally, loans that are 90 days past due as to principal and/or interest
payments). These loans were made primarily to borrowers in Missouri, Kansas
and Illinois. The following table presents non-performing assets.
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
(In thousands)
<S> <C> <C>
Non-accrual loans........................ $12,760 $17,831
Past due 90 days and still accruing
interest................................ 21,970 24,529
------- -------
Total impaired loans................. 34,730 42,360
Foreclosed real estate................... 1,672 2,521
------- -------
Total non-performing assets.......... $36,402 $44,881
======= =======
Non-performing assets to total loans..... .51% .64%
Non-performing assets to total assets.... .33% .39%
</TABLE>
The level of non-performing assets decreased $8.5 million, or 18.9%, from
year end 1998 totals. Most of the decrease occurred in the non-accrual loan
category. Non-accrual loans at June 30, 1999 consisted mainly of business
loans ($7.0 million), construction and land development loans ($2.4 million),
and business real estate loans ($2.8 million). Loans which were 90 or more
days past due included business loans of $6.9 million, credit card loans of
$5.6 million and personal real estate loans of $4.2 million.
A subsidiary bank issues Visa and MasterCard credit cards, and credit card
loans outstanding were $497.7 million at June 30, 1999. 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 $14.8 million, or 3.0% of credit
card loans at June 30, 1999. The annualized net charge-
13
<PAGE>
off ratio for credit card loans was 3.47% for the first six months of 1999
compared to 3.89% for the first six months of 1998. 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/Allowance for Loan Losses
<TABLE>
<CAPTION>
Six Months Ended
Three Months Ended June 30
----------------------------------------- ------------------
Mar. 31, 1999 June 30, 1999 June 30, 1998 1999 1998
------------- ------------- ------------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Provision for loan
losses................. $8,550 $8,741 $11,410 $ 17,291 $ 22,126
Net charge-offs......... 6,085 8,073 6,989 14,158 16,018
Net annualized charge-
offs as a percentage of
average loans.......... .35% .46% .43% .41% .50%
</TABLE>
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 current 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, 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 Commerce Bancshares, Inc. (the Parent), and reviews
and examinations by bank regulatory authorities. The allowance for loan losses
as a percentage of loans outstanding was 1.68% at June 30, 1999, compared to
1.66% at year end 1998 and 1.71% at June 30, 1998. The allowance at June 30,
1999 was 330% of non-performing assets. 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.
Non-Interest Income
<TABLE>
<CAPTION>
Three Months Ended June
30 Six Months Ended June 30
-------------------------- ----------------------------
1999 1998 % Change 1999 1998 % Change
------- ------- -------- -------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Trust fees.............. $14,212 $13,073 8.7% $ 28,124 $ 24,726 13.7%
Deposit account charges
and other fees......... 17,109 15,718 8.8 33,350 30,107 10.8
Credit card transaction
fees................... 11,007 8,901 23.7 19,907 15,996 24.4
Trading account profits
and commissions........ 2,620 1,827 43.4 5,405 4,108 31.6
Net gains on securities
transactions........... 357 4,667 (92.4) 993 6,088 (83.7)
Other................... 16,131 11,555 39.6 31,113 24,675 26.1
------- ------- -------- --------
Total non-interest
income............. $61,436 $55,741 10.2 $118,892 $105,700 12.5
======= ======= ======== ========
As a % of operating
income (net interest
income plus non-
interest income)....... 34.8% 34.6% 34.3% 33.6%
======= ======= ======== ========
</TABLE>
Non-interest income rose $13.2 million over the first six months of last
year and $5.7 million over the second quarter of last year. Trust fees
increased $3.4 million over the six months of 1998 and $1.1 million over the
second quarter of 1998, mainly due to account growth and increases in the
value of assets managed. Deposit account charges are up due to strong growth
in overdraft and account analysis fee income. Increases in credit card
transaction fees were due to growth in merchant income, sales volumes, and
pricing changes. Gains on securities transactions declined in 1999 because of
the substantial gains recorded by the parent and a venture capital subsidiary
on 1998 equity sales. Other income increased mainly due to net unrealized
investment gains recorded by a partnership venture fund in which the Company
participates. Other income also included increases in cash management income
and brokerage-related fees and commissions.
14
<PAGE>
Non-Interest Expense
<TABLE>
<CAPTION>
Three Months Ended June
30 Six Months Ended June 30
------------------------- --------------------------
1999 1998 % Change 1999 1998 % Change
-------- ------- -------- -------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Salaries and employee
benefits................. $ 53,369 $49,879 7.0% $107,394 $ 98,385 9.2%
Net occupancy............. 6,827 6,366 7.2 13,486 11,659 15.7
Equipment................. 5,780 4,399 31.4 10,655 8,665 23.0
Supplies and
communication............ 8,386 7,101 18.1 16,546 14,199 16.5
Data processing........... 9,020 7,117 26.7 17,231 14,054 22.6
Marketing................. 2,915 3,479 (16.2) 6,166 6,238 (1.2)
Goodwill and core deposit. 2,133 2,295 (7.1) 4,266 4,591 (7.1)
Other..................... 16,177 12,698 27.4 31,564 25,964 21.6
-------- ------- -------- --------
Total non-interest
expense.............. $104,607 $93,334 12.1 $207,308 $183,755 12.8
======== ======= ======== ========
Full-time equivalent
employees................ 5,312 5,169 2.8 5,319 5,153 3.2
======== ======= ======== ========
</TABLE>
Non-interest expense rose $23.6 million, or 12.8%, compared to the first
six months of 1998 and increased $11.3 million, or 12.1%, compared to the
second quarter of 1998. Salaries and employee benefits increased $9.0 million
over the first six months of 1998 and increased $3.5 million over the second
quarter of 1998. Additional employees, contract programming costs, merit
increases, and higher health insurance costs contributed to the increases.
Equipment costs partly reflect higher costs of branch technology expenditures
made over the last year. Increases in supplies and communication expense were
due to higher telephone expense, office supplies and express/courier service.
Data processing expense increased $3.2 million and $1.9 million over the 1998
year and quarter to date periods, partly because of account growth and higher
charges by information service providers. Other expense included increases in
professional fees, processing losses, and sales tax expense. The efficiency
ratio was 58.17% in the second quarter of 1999 compared to 58.26% in the
second quarter of 1998 and 59.51% in the first quarter of 1999.
Income Taxes
The Company's income tax expense was $41.1 million for the first six months
of 1999 and $37.1 million for the same period in 1998, resulting in effective
tax rates of 33.8% and 34.0%, respectively. The 1999 second quarter effective
tax rate was 33.9% compared to 33.3% for the second quarter of 1998. The lower
1998 second quarter rate was partially due to the contribution of an
appreciated equity security.
Operating Segments
The Company segregates financial information for use in assessing its
performance and allocating resources among three operating segments. The
results are determined based on the Company's management accounting process,
which assigns balance sheet and income statement items to each responsible
segment. These segments are defined by customer base and product type. The
management process measures the performance of the operating segments based on
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 Money Management.
Consumer
The Consumer segment includes the retail branch network, consumer finance,
bankcard, student loans and discount brokerage. At June 30, 1999, it employed
2,396 full-time equivalent employees, up 4.6% over the previous year. For the
six months ended June 30, 1999, pre-tax earnings amounted to $45.0 million,
down 18.4% from the previous year. Direct net interest income grew $10.7
million over the previous year due to growth in loans of 10.2% coupled with
lower deposit costs. The acquisition of three new banks in 1998 also increased
net interest income for the segment. These revenues, however, were offset by
lower funding credits assigned to
15
<PAGE>
the segment, which declined 9.9% and offset most of the growth in direct net
interest income. Costs for loan charge-offs declined 9.0% mainly due to
improved credit results in the bankcard loan sector. Non-interest income grew
by 16.6% mainly as a result of higher fees from deposit account, credit card,
and brokerage-related fees. Non-interest expense for the first six months
increased 18.2% over the same period in the previous year partly due to the
bank acquisitions mentioned previously but also due to higher costs for data
processing, occupancy and assigned management costs.
Commercial
The Commercial segment provides corporate lending, leasing, international
services, and corporate cash management services. For the six months ended
June 30, 1999, pre-tax earnings amounted to $49.7 million, up 6.6% over the
previous year. Direct net interest income was flat compared to the previous
year partly due to loan growth of 8.8% but offset by lower loan rates.
Assigned costs of funding declined 6.6% as a result of lower overall interest
rates during the last half of 1998 and first six months of 1999. Cost for loan
charge-offs declined by 44.0% to $705 thousand. Non-interest income grew by
10.0% mainly due to higher loan commitment and international fee income,
coupled with commercial deposit fee growth of 3.6%. Non-interest expense grew
by 7.6% mainly as a result of higher costs for check processing, data
processing and salaries.
Money Management
The Money Management segment consists of the Investment Management Group
(IMG) and the Capital Markets Group (CMG). IMG provides trust and estate
planning services, and advisory and discretionary investment management
services. CMG sells fixed-income securities for personal and commercial
customers. For the six months ended June 30, 1999, pre-tax earnings amounted
to $13.7 million, an increase of $2.7 million or 24.6%. The increase in pre-
tax earnings was mainly due to growth in trust and bond fees which grew by
15.1% or $4.3 million. Non-interest expense also grew by 10.9% with higher
costs for salaries, data processing and other expense.
Year 2000 Readiness Disclosure*
Introduction
As discussed in the 1998 Annual Report to shareholders, the Company has
developed a comprehensive plan to attain Year 2000 compliance. The plan has
four general phases: (1) assessment, which includes inventorying and
evaluating business processes and elements that must be modified, (2)
renovation, which includes the modification, replacement or elimination of
non-compliant items, (3) validation, or testing; and (4) implementation, which
involves putting the renovated systems and equipment into operation. As the
last phase is completed, integrated testing is performed to ensure that
validated items operate correctly in relation with one another.
State of Readiness
Mission critical items (defined to be those programs and processes that are
essential to activities which present significant financial risk or risk in
reputation) were identified in the assessment phase. At June 30, 1999, all of
the identified mission critical items (165 total) had been assessed for Year
2000 issues, renovated where necessary, and tested. Of these items, 99% had
been implemented. The Company has completed integrated testing of internal
mission critical software systems. The Company has also substantially
completed the renovation, testing and implementation of high-priority, non-
mission critical items.
- --------
*This statement is made pursuant to the Year 2000 Information and Readiness
Disclosure Act. This statement originated from the Company and concerns (1)
assessments, projections, or estimates of year 2000 processing
capabilities; (2) plans, objectives, or timetables for implementing or
verifying year 2000 processing capabilities; (3) test plans, dates, or
results; and/or (4) reviews and comments concerning year 2000 processing
capabilities as defined by the Act.
16
<PAGE>
The Company interfaces with many third parties, including customers, supply
vendors, service providers, and counterparties. Some of its major systems are
provided by third parties. The Company has communicated with significant third
parties to determine the extent to which the Company may be affected by those
third parties' failure to remediate their own Year 2000 issues. Assessments
have been prepared for all of the Company's largest customers and
counterparties. The Company will continue to monitor the progress of third
party testing and implementation procedures throughout 1999, but cannot at
this time determine the financial effect if significant third party
remediation efforts fail.
Costs to Address Year 2000 Issues
The total cost of the Company's Year 2000 project is currently estimated to
range between $5.5 and $6.5 million. Since inception through June 30, 1999,
the cost has totaled approximately $4.1 million. This cost does not include
computer equipment and software that is replaced within scheduled time frames
in the normal course of business. A significant portion of these costs are not
likely to be incremental costs to the Company, but rather will represent the
redeployment of existing Company resources. System renovation costs for the
Company are relatively low because a significant portion of the Company's
software is vendor-supplied.
Risks of Company's Year 2000 Issues
The Company's estimate of Year 2000 project costs are based on management's
best current estimates. Actual results could differ from those anticipated.
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. The Company is
unable to determine at this time whether the consequences of Year 2000
failures will have a material impact on the Company's results of operations,
liquidity and financial condition due to the general uncertainty inherent in
the Year 2000 problem. The Company believes that, with the completion of the
Year 2000 project as scheduled, the possibility of significant interruptions
and failures of normal operations should be reduced.
Year 2000 Contingency Plans
The Company has developed Year 2000 business resumption contingency plans.
These plans address Year 2000 problems that occur notwithstanding the
remediation efforts of the Company and third parties. They include issues like
liquidity needs and dependence on utility, postal and other service providers.
Independent testing of these plans has been completed.
Readers are cautioned that forward-looking statements contained in the Year
2000 discussion above should be read in conjunction with the Company's
disclosures under the heading: "Cautionary Statement Pursuant to Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995".
Liquidity and Capital Resources
The liquid assets of the Parent consist primarily of commercial paper,
overnight repurchase agreements and equity securities, most of which are
readily marketable. The fair value of these investments was $114.3 million at
June 30, 1999 compared to $119.0 million at December 31, 1998. Included in the
fair values were unrealized net gains of $28.3 million at June 30, 1999 and
$26.6 million at December 31, 1998. The Parent's liabilities totaled $58.0
million at June 30, 1999, compared to $14.2 million at December 31, 1998.
Liabilities at June 30, 1999 included $40.2 million advanced mainly from
subsidiary bank holding companies in order to combine resources for short-term
investment in liquid assets. The Parent had no short-term borrowings from
affiliate banks or long-term debt during 1999. The Parent'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.
17
<PAGE>
The liquid assets held by bank subsidiaries include federal funds sold and
securities purchased under agreements to resell and available for sale
investment securities. These liquid assets had a fair value of $2.72 billion
at June 30, 1999 and $3.11 billion at December 31, 1998. The available for
sale bank portfolio included an unrealized net loss in fair value of $2.1
million at June 30, 1999 compared to an unrealized net gain of $55.2 million
at December 31, 1998. U.S. government and federal agency securities comprised
48% and CMO's and asset-backed securities comprised 48% of the banking
subsidiaries' available for sale portfolio at June 30, 1999. The estimated
average maturity of the available for sale investment portfolio is 3.2 years
at June 30, 1999 and 2.3 years at December 31, 1998.
In February 1999, the Board of Directors announced the approval of
additional purchases of the Company's common stock, bringing the total
purchase authorization to 3,000,000 shares. At June 30, 1999, the Company had
acquired 848,949 shares under this authorization.
The Company had an equity to asset ratio of 9.72% based on 1999 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>
June 30, Min. Ratios for
1999 December 31, 1998 Well-Capitalized Banks
---------- ----------------- ----------------------
(Dollars in thousands)
<S> <C> <C> <C>
Risk-Adjusted Assets.... $8,253,812 $8,426,289
Tier I Capital.......... 980,137 952,488
Total Capital........... 1,084,354 1,060,692
Tier I Capital Ratio.... 11.87% 11.30% 6.00%
Total Capital Ratio..... 13.14% 12.59% 10.00%
Leverage Ratio.......... 8.98% 8.80% 5.00%
</TABLE>
The Company's cash and cash equivalents (defined as "Cash and due from
banks") decreased $36.1 million from $738.7 million at December 31, 1998 to
$702.6 million at June 30, 1999. Contributing to the net cash outflow were an
increase in loans of $137.6 million (net of repayments), treasury stock
purchases of $41.3 million and a net decrease in deposits of $301.5 million.
Partially offsetting these net cash outflows were $219.4 million in maturities
and sales of investment securities (net of purchases), a net decrease of
$121.4 million in short-term investments, and $136.9 million generated from
operating activities. Total assets decreased $335.0 million from December 31,
1998.
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 $2.88
billion, standby letters of credit totaled $232.2 million, and commercial
letters of credit totaled $40.2 million at June 30, 1999. 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 $186.7 million at June 30, 1999. The current credit exposure (or
replacement cost) across all off-balance-sheet derivative contracts covered by
the risk-based capital standards was $3.5 million at June 30, 1999. 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.
Quantitative and Qualitative Disclosures about Market Risk
The Company's assets and liabilities are principally financial in nature
and the resulting net interest income thereon is subject to changes in market
interest rates and the mix of various assets and liabilities. Interest rates
in the financial markets affect the Company's decisions on pricing its assets
and liabilities which impacts net interest income, a significant cash flow
source for the Company. As a result, a substantial portion of the Company's
risk management activities relates to managing interest rate risk.
18
<PAGE>
The Company's Asset/Liability Management Committee monitors the interest
rate sensitivity of the Company's balance sheet monthly using earnings
simulation models and interest sensitivity GAP analysis. Using these tools,
management attempts to optimize the asset/liability mix to minimize the impacts
of significant rate movements within a broad range of interest rate scenarios.
One set of simulation models is prepared to determine the impact on net
interest income for the coming twelve months under several interest rate
scenarios. One such scenario uses rates and volumes at June 30, 1999 for the
twelve month projection. When this position is subjected to a graduated shift
in interest rates of 100 basis points rising and 100 basis points falling, the
annual impact to the Company's net interest income is as follows:
<TABLE>
<CAPTION>
$ in % of Net
Scenario millions Int. Income
-------- -------- -----------
<S> <C> <C>
100 basis points rising.............................. $ 3.0 1%
100 basis points falling............................. (1.1) --
</TABLE>
Currently, the Company does not have significant risks related to foreign
exchange, commodities or equity risk exposures.
Impact of Accounting Standards
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities", will be adopted by the Company
on January 1, 2001. SFAS No. 137, an amendment of SFAS No. 133, deferred its
effective date for one year. SFAS No. 133 establishes accounting and reporting
standards for derivative instruments and hedging activities. All derivatives
must be recognized on the balance sheet at fair value, with special accounting
requirements for designated hedging activities. Certain changes in fair value
must be adjusted through income. Because of the Company's minimal use of
derivatives, management does not anticipate that the adoption of the new
Statement will have a significant effect on earnings or the financial position
of the Company.
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995
This report contains "forward-looking statements" within the meaning of the
federal securities laws. Such statements are subject to certain risks and
uncertainties, including changes in economic conditions in the Company's market
area, changes in policies by regulatory agencies, fluctuations in interest
rates, demand for loans in the Company's market area, and competition, that
could cause actual results to differ materially from historical earnings and
those presently anticipated or projected.
19
<PAGE>
AVERAGE BALANCE SHEETS--AVERAGE RATES AND YIELDS
Six Months Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
Six Months 1999 Six Months 1998
-------------------------------- --------------------------------
Interest Avg. Rates Interest Avg. Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid Balance Expense Paid
----------- -------- ---------- ----------- -------- ----------
(Unaudited)
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Loans:
Business (A)........... $ 2,358,751 $ 84,287 7.21% $ 2,160,814 $ 84,327 7.87%
Construction and
development........... 352,348 13,464 7.71 237,979 9,916 8.40
Real estate--business.. 1,023,920 40,567 7.99 942,440 39,461 8.44
Real estate--personal.. 1,329,476 48,463 7.35 1,217,314 46,485 7.70
Personal banking....... 1,456,611 58,774 8.14 1,342,874 57,241 8.60
Credit card............ 500,925 32,084 12.92 515,377 35,188 13.77
----------- -------- ----- ----------- -------- -----
Total loans.......... 7,022,031 277,639 7.97 6,416,798 272,618 8.57
----------- -------- ----- ----------- -------- -----
Investment securities:
U.S. government &
federal agency........ 1,330,118 39,748 6.03 1,437,077 44,534 6.25
State & municipal
obligations (A)....... 93,797 3,724 8.01 96,256 3,824 8.01
CMO's and asset-backed
securities............ 1,131,930 34,834 6.21 860,762 27,153 6.36
Trading account
securities............ 14,860 398 5.41 9,991 246 4.97
Other marketable
securities (A)........ 142,990 4,031 5.68 118,564 3,546 6.03
Other non-marketable
securities............ 32,921 847 5.19 31,363 926 5.95
----------- -------- ----- ----------- -------- -----
Total investment
securities.......... 2,746,616 83,582 6.14 2,554,013 80,229 6.33
----------- -------- ----- ----------- -------- -----
Federal funds sold and
securities purchased
under agreements to
resell................. 397,294 9,521 4.83 249,700 6,903 5.57
----------- -------- ----- ----------- -------- -----
Total interest
earning assets...... 10,165,941 370,742 7.35 9,220,511 359,750 7.87
-------- ----- -------- -----
Less allowance for loan
losses................. (118,309) (107,875)
Unrealized gain on
investment securities.. 63,727 58,648
Cash and due from banks. 594,494 630,674
Land, buildings and
equipment, net......... 224,008 216,204
Other assets............ 179,153 211,835
----------- -----------
Total assets......... $11,109,014 $10,229,997
=========== ===========
LIABILITIES AND EQUITY:
Interest bearing
deposits:
Savings................ $ 341,006 3,102 1.83 $ 314,378 3,757 2.41
Interest bearing
demand................ 5,071,428 61,985 2.46 3,985,321 66,739 3.38
Time open & C.D.'s of
less than $100,000.... 2,229,891 56,605 5.12 2,174,831 58,486 5.42
Time open & C.D.'s of
$100,000 and over..... 297,244 7,453 5.06 237,339 6,462 5.49
----------- -------- ----- ----------- -------- -----
Total interest
bearing deposits.... 7,939,569 129,145 3.28 6,711,869 135,444 4.07
----------- -------- ----- ----------- -------- -----
Borrowings:
Federal funds
purchased and
securities sold under
agreements to
repurchase............ 566,299 11,830 4.21 508,547 12,773 5.06
Long-term debt and
other borrowings...... 26,688 442 3.34 6,678 249 7.53
----------- -------- ----- ----------- -------- -----
Total borrowings..... 592,987 12,272 4.17 515,225 13,022 5.10
----------- -------- ----- ----------- -------- -----
Total interest
bearing liabilities. 8,532,556 141,417 3.34% 7,227,094 148,466 4.14%
-------- ----- -------- -----
Non-interest bearing
demand deposits........ 1,367,431 1,877,153
Other liabilities....... 129,477 112,467
Stockholders' equity.... 1,079,550 1,013,283
----------- -----------
Total liabilities and
equity.............. $11,109,014 $10,229,997
=========== ===========
Net interest margin
(T/E).................. $229,325 $211,284
======== ========
Net yield on interest
earning assets......... 4.55% 4.62%
===== =====
</TABLE>
- --------
(A) Stated on a tax equivalent basis using a federal income tax rate of 35%.
20
<PAGE>
AVERAGE BALANCE SHEETS--AVERAGE RATES AND YIELDS
Three Months Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
Second Quarter 1999 Second Quarter 1998
-------------------------------- --------------------------------
Interest Avg. Rates Interest Avg. Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid Balance Expense Paid
----------- -------- ---------- ----------- -------- ----------
(Unaudited)
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Loans:
Business (A)........... $ 2,351,562 $ 42,445 7.24% $ 2,232,693 $ 43,691 7.85%
Construction and
development........... 354,362 6,774 7.67 241,610 5,009 8.32
Real estate--business.. 1,047,351 20,944 8.02 948,825 19,876 8.40
Real estate--personal.. 1,328,633 24,207 7.31 1,250,376 23,591 7.57
Personal banking....... 1,469,527 29,512 8.06 1,345,300 28,870 8.61
Credit card............ 492,995 15,713 12.78 505,593 16,978 13.47
----------- -------- ----- ----------- -------- -----
Total loans.......... 7,044,430 139,595 7.95 6,524,397 138,015 8.48
----------- -------- ----- ----------- -------- -----
Investment securities:
U.S. government &
federal agency........ 1,290,084 19,247 5.98 1,439,511 22,206 6.19
State & municipal
obligations (A)....... 93,086 1,835 7.91 100,163 1,966 7.87
CMO's and asset-backed
securities............ 1,250,621 19,188 6.15 867,915 13,705 6.33
Trading account
securities............ 11,940 135 4.54 11,325 118 6.00
Other marketable
securities (A)........ 88,229 1,277 5.81 123,321 1,979 6.44
Other non-marketable
securities............ 33,225 420 5.07 31,455 341 4.35
----------- -------- ----- ----------- -------- -----
Total investment
securities.......... 2,767,185 42,102 6.10 2,573,690 40,315 6.28
----------- -------- ----- ----------- -------- -----
Federal funds sold and
securities purchased
under agreements to
resell................. 286,125 3,478 4.88 206,497 2,858 5.55
----------- -------- ----- ----------- -------- -----
Total interest
earning assets...... 10,097,740 185,175 7.36 9,304,584 181,188 7.81
-------- ----- -------- -----
Less allowance for loan
losses................. (119,117) (109,973)
Unrealized gain on
investment securities.. 53,281 60,349
Cash and due from banks. 610,158 624,396
Land, buildings and
equipment, net......... 225,654 216,839
Other assets............ 168,290 215,009
----------- -----------
Total assets......... $11,036,006 $10,311,204
=========== ===========
LIABILITIES AND EQUITY:
Interest bearing
deposits:
Savings............... $ 346,697 1,458 1.69 $ 321,854 1,922 2.40
Interest bearing
demand............... 5,091,924 30,546 2.41 4,014,399 33,751 3.37
Time open & C.D.'s of
less than $100,000... 2,206,836 27,676 5.03 2,188,059 29,507 5.41
Time open & C.D.'s of
$100,000 and over.... 293,343 3,671 5.02 245,489 3,356 5.48
----------- -------- ----- ----------- -------- -----
Total interest
bearing deposits.... 7,938,800 63,351 3.20 6,769,801 68,536 4.06
----------- -------- ----- ----------- -------- -----
Borrowings:
Federal funds
purchased and
securities sold under
agreements to
repurchase........... 526,212 5,520 4.21 502,729 6,309 5.03
Long-term debt and
other borrowings..... 26,388 214 3.25 6,273 117 7.53
----------- -------- ----- ----------- -------- -----
Total borrowings..... 552,600 5,734 4.16 509,002 6,426 5.06
----------- -------- ----- ----------- -------- -----
Total interest
bearing liabilities. 8,491,400 69,085 3.26% 7,278,803 74,962 4.13%
-------- ----- -------- -----
Non-interest bearing
demand deposits........ 1,348,366 1,894,598
Other liabilities....... 117,173 109,834
Stockholders' equity.... 1,079,067 1,027,969
----------- -----------
Total liabilities and
equity.............. $11,036,006 $10,311,204
=========== ===========
Net interest margin
(T/E).................. $116,090 $106,226
======== ========
Net yield on interest
earning assets......... 4.61% 4.58%
===== =====
</TABLE>
- --------
(A) Stated on a tax equivalent basis using a federal income tax rate of 35%.
21
<PAGE>
Exhibit 3(i)
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
ARTICLE I
The name of this corporation is Commerce Bancshares, Inc.
ARTICLE II
The address of the corporation's registered office is in
care of T. Alan Peschka, 1000 Walnut Street, Kansas City,
Missouri, and the name of the corporation's registered agent at
such address is Commerce Bank of Kansas City, National
Association.
ARTICLE III
The total number of shares of all classes of stock which the
corporation shall have authority to issue is 14,000,000 shares,
consisting of
(i) 2,000,000 shares of Preferred Stock of the par value of
$1 per share, and
(ii) 12,000,000 shares of Common Stock of the par value of
$5 per share.
The voting powers, designations, preferences and relative
participating, optional or other special rights, and the
qualifications, limitations, or restrictions thereof, of the
classes of stock of the corporation which are fixed by these
Articles of Incorporation, and the authority vested in the Board
of Directors to fix by resolution or resolutions providing for
the issue of preferred stock the voting powers, if any,
designations, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or
restrictions thereof, of the shares of Preferred Stock which are
not fixed by these Articles of Incorporation are as follows:
(a) The Preferred Stock may be issued from time to time in
one or more series of any number of shares, provided that the
aggregate number of shares issued and not canceled of any and all
such series shall not exceed the total number of shares of
Preferred Stock hereinabove authorized. Each series of Preferred
Stock shall be distinctively designated by letter or descriptive
words. All series of Preferred Stock shall rank equally and be
identical in all respects except as permitted by the provisions
of paragraph (b) of this Article III. Different series of
Preferred Stock shall not be construed to constitute different
classes of shares for the purpose of voting by classes.
<PAGE>
(b) Authority is hereby vested in the Board of Directors
from time to time to issue the Preferred Stock as Preferred Stock
of any series and in connection with the creation of each such
series to fix by resolution or resolutions providing for the
issue of shares thereof the voting powers, if any, the
designation, preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or
restrictions thereof, of such series to the full extent now or
hereafter permitted by these Articles of Incorporation and the
laws of the State of Missouri, in respect of the matters set
forth in the following subparagraphs (1) to (9), inclusive:
(1) the distinctive designation of such series and the
number of shares which shall constitute such series, which
number may be increased or decreased (but not below the
number of shares thereof then outstanding) from time to time
by action of the Board of Directors;
(2) the dividend rate of such series and any
limitations, restrictions or conditions on the payment of
dividends, subject to paragraph (c) of this Article III;
(3) the price or prices at which, and the terms and
conditions on which, the shares of such series may be
redeemed by the corporation;
(4) the amount or amounts payable upon the shares of
such series in the event of any liquidation, dissolution or
winding up of the corporation;
(5) whether or not the shares of such series shall be
entitled to the benefit of a sinking fund to be applied to
the purchase or redemption of shares of such series and, if
so entitled, the amount of such fund and the manner of its
application;
(6) whether or not the shares of such series shall be
made convertible into, or exchangeable for, shares of any
other class or classes of stock of the corporation or shares
of any other series of Preferred Stock, and, if made so
convertible or exchangeable, the conversion price or prices,
or the rate or rates of exchange, and the adjustments
thereof, if any, at which such conversion or exchange may be
made, and any other terms and conditions of such conversion
or exchange;
(7) whether or not the shares of such series shall
have any voting powers and, if voting powers are so granted,
the extent of such voting powers;
(8) whether or not the shares of such series shall be
entitled to the benefit of conditions and restrictions upon
the creation of indebtedness of the corporation or any
subsidiary, upon the issue of any additional Preferred Stock
(including additional shares of such series or of any other
series), and upon the payment of dividends (in addition to
those provided in paragraphs (c) and (d) of this Article
III) or the making of other distributions on, and the
purchase, redemption or other acquisition by the corporation
or any subsidiary of, any outstanding stock of the
corporation; and
<PAGE>
(9) such other preferences, rights, restrictions and
qualifications as shall not be inconsistent herewith.
(c) The holders of Preferred Stock of each series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends in cash at the rate for such series fixed by
the Board of Directors as provided in paragraph (b) of this
Article III, and no more, payable quarterly on the first days of
January, April, July and October or of such other months as may
be designated by the Board of Directors (each of the quarterly
periods ending on the first day of January, April, July and
October in each year, or on the first days of such other months,
respectively, being hereinafter called a dividend period), in
each case from the date of cumulation (as defined in paragraph
(h) of this Article III) of such series. Except as may otherwise
be provided in the resolution or resolutions providing for the
issue of any given series of Preferred Stock, dividends on
Preferred Stock shall be cumulative (whether or not there shall
be net profits or net assets of the corporation legally available
for the payment of such dividends) so that, if at any time full
cumulative dividends (as defined in paragraph (h) of this Article
III) upon the Preferred Stock of all series to the end of the
last completed dividend period shall not have been paid or
declared and a sum sufficient for payment thereof set apart, the
amount of the deficiency shall be fully paid, but without
interest, or dividends in such amount shall have been declared on
each such series and a sum sufficient for the payment thereof
shall have been set apart for such payment, before any sum or
sums shall be set aside for or applied to the purchase or
redemption of Preferred Stock of any series (either pursuant to
any applicable sinking fund provisions or any redemption
authorized pursuant to paragraph (g) of this Article III or
otherwise) or set aside for or applied to the purchase of Common
Stock and before any dividend shall be paid or any other
distribution made upon the Common Stock (other than a dividend
payable in Common Stock); provided, however, that any moneys
deposited in the sinking fund provided for any series of
Preferred Stock in the resolution or resolutions providing for
the issue of shares of said series, in compliance with the
provisions of such sinking fund and of this paragraph (c), may
thereafter be applied to the purchase or redemption of Preferred
Stock in accordance with the terms of such sinking fund whether
or not at the time of such application full cumulative dividends
upon the outstanding Preferred Stock of all series to the end of
the last completed dividend period shall have been paid or
declared and set apart for payment. All dividends declared upon
the Preferred Stock of the respective series outstanding shall be
declared pro rata, so that the amounts of dividends declared per
share on the Preferred Stock of different series shall in all
cases bear to each other the same ratio that accrued dividends
per share on the shares of such respective series bear to each
other.
(d) Before any sum or sums shall be set aside for or
applied to the purchase of Common Stock and before any dividends
shall be paid or any distribution ordered or made upon the Common
Stock (other than a dividend payable in Common Stock), the
corporation shall comply with the sinking fund provisions, if
any, of any resolution or resolutions providing for the issue of
any series of Preferred Stock any shares of which shall at the
time be outstanding.
(e) Subject to the provisions of paragraph (c) and (d) of
this Article III, the holders of Common Stock shall be entitled,
to the exclusion of the holders of Preferred Stock of any and all
series, to receive such dividends as from time to time may be
declared by the Board of Directors.
<PAGE>
(f) In the event of any liquidation, dissolution or winding
up of the corporation, the holders of Preferred Stock of each
series then outstanding shall be entitled to be paid out of the
assets of the corporation available for distribution to its
stockholders, whether from capital, surplus or earnings, before
any payment shall be made to the holders of Common Stock, an
amount determined as provided in paragraph (b) of this Article
III for every share of their holdings of Preferred Stock of such
series. If upon any liquidation, dissolution or winding up of
the corporation the assets of the corporation available for
distribution to its stockholders shall be insufficient to pay the
holders of Preferred Stock of all series the full amounts to
which they respectively shall be entitled, the holders of
Preferred Stock of all series shall share ratably in any
distribution of assets according to the respective amounts which
would be payable in respect of the shares of Preferred Stock held
by them upon such distribution if all amounts payable on or with
respect to Preferred Stock of all series were paid in full. In
the event of any liquidation, dissolution or winding up of the
corporation, after payment shall have been made to the holders of
Preferred Stock of the full amount to which they shall be
entitled as aforesaid, the holders of Common Stock shall be
entitled, to the exclusion of the holders of Preferred Stock of
any and all series, to share, ratably according to the number of
shares of Common Stock held by them, in all remaining assets of
the corporation available for distribution to its stockholders.
Neither the merger or consolidation of the corporation into or
with another corporation nor the merger or consolidation of any
other corporation into or with the corporation, nor the sale,
transfer or lease of all or substantially all of the assets of
the corporation, shall be deemed to be a liquidation, dissolution
or winding up of the corporation.
(g) Subject to any requirements which may be applicable to
the redemption of any given series of Preferred Stock as provided
in any resolution or resolutions providing for the issue of such
series of Preferred Stock, the Preferred Stock of all series, or
of any series thereof, or any part of any series thereof, at any
time outstanding, may be redeemed by the corporation at its
election expressed by resolution of the Board of Directors, at
any time or from time to time, upon not less than 30 days'
previous notice to the holders of record of Preferred Stock to be
redeemed, given by mail in such manner as may be prescribed by
resolution or resolutions of the Board of Directors:
(1) if such redemption shall be otherwise than by the
application of moneys in any sinking fund referred to in
paragraph (d) of this Article III, at the redemption price,
fixed as provided in paragraph (b) of this Article III, at
which shares of Preferred Stock of the particular series may
then be redeemed at the option of the corporation, and
(2) if such redemption shall be by the application of
moneys in any sinking fund referred to in paragraph (d) of
this Article III, at the redemption price, fixed as provided
in paragraph (b) of this Article III, at which shares of
Preferred Stock of the particular series may then be
redeemed for such sinking fund;
provided, however, that, before any Preferred Stock of any series
shall be redeemed at said redemption price thereof specified in
clause (1) of this paragraph (g), all moneys at the time in the
sinking fund, if any, for Preferred Stock of that series shall
first be applied, as nearly as may be, to the purchase or
redemption of Preferred Stock of that series as provided in the
resolution or
<PAGE>
resolutions of the Board of Directors providing for such sinking
fund. If less than all the outstanding shares of Preferred Stock
of any series are to be redeemed, the redemption may be made
either by lot or pro rata in such manner as may be prescribed by
resolution of the Board of Directors. The corporation may, if it
shall so elect, provide moneys for the payment of the redemption
price by depositing the amount thereof for the account of the
holders of Preferred Stock entitled thereto with a bank or trust
company doing business in Kansas City, Missouri and having
capital and surplus of at least $5,000,000. The date upon which
such deposit may be made by the corporation (hereinafter called
the "date of deposit") shall be prior to the date fixed as the
date of redemption but not earlier than the date on which notice
thereof shall be given. In any such case there shall be included
in the notice of redemption a statement of the date of deposit
and of the name and address of the bank or trust company with
which the deposit has been or will be made. On and after the
date fixed in any such notice of redemption as the date of
redemption (unless default shall be made by the corporation in
providing moneys for the payment of the redemption price pursuant
to such notice) or, if the corporation shall have made such
deposit on or before the date specified therefor in the notice,
then on and after the date of deposit, all rights of the holders
of the Preferred Stock to be redeemed as stockholders of the
corporation, except the right to receive the redemption price as
hereinafter provided, and, in the case of such deposit, any
conversion rights not theretofore expired, shall cease and
terminate. Such conversion rights, however, in any event shall
cease and terminate upon the date fixed for redemption or upon
any earlier date fixed by the Board of Directors pursuant to
paragraph (b) of this Article III for termination of such
conversation rights. Anything herein contained to the contrary
notwithstanding, said redemption price shall include an amount
equal to accrued dividends on the Preferred Stock to be redeemed
to the date fixed for the redemption thereof and the corporation
shall not be required to declare or pay on such Preferred Stock
to be redeemed, and the holders thereof shall not be entitled to
receive, any dividends in addition to those thus included in the
redemption price, provided, however, that the corporation may pay
in regular course any dividends thus included in the redemption
price either to the holders of record on the record date fixed
for the determination of stockholders entitled to receive such
dividends (in which event anything to the contrary
notwithstanding, the amount so deposited need not include any
dividends so paid or to be paid) or as a part of the redemption
price upon surrender of the certificates for the shares redeemed.
At any time on or after the date fixed as aforesaid for such
redemption or, if the corporation shall elect to deposit the
moneys for such redemption as herein provided, then at any time
on or after the date of deposit, and without awaiting the date
fixed as aforesaid for such redemption, the respective holders of
record of the Preferred Stock to be redeemed shall be entitled to
receive the redemption price upon actual delivery to the
corporation, or, in the event of such deposit, to the bank or
trust company with which such deposit shall be made, of
certificates for the shares to be redeemed, such certificates, if
required, to be properly stamped for transfer and duly endorsed
in blank or accompanied by proper instruments of assignment and
transfer thereof duly executed in blank. Any funds deposited as
aforesaid which shall not be required for such redemption,
because of the exercise of any right of conversion or otherwise
subsequent to the date of such deposit, shall be returned to the
corporation forthwith. Any moneys so deposited which shall remain
unclaimed by the holders of such Preferred Stock at the end of
four years after the redemption date shall be paid by such bank
or trust company to the corporation, after which such holders
shall be deemed to be unsecured creditors of the corporation for
a period of two years (after which all rights of such holders as
unsecured creditors or otherwise shall cease) and any interest
accrued on
<PAGE>
moneys so deposited shall belong to the corporation and shall be
paid to it from time to time. Preferred stock redeemed pursuant
to the provisions of this paragraph (g) shall be canceled and
shall thereafter have the status of authorized and unissued
shares of Preferred Stock.
(h) The term "date of cumulation" as used with reference to
any series of Preferred Stock shall be deemed to mean the date
fixed by the Board of Directors as the date of cumulation of such
series at the time of the creation thereof or, if no date shall
have been so fixed, the date on which shares of such series are
first issued. Whenever used with reference to any share of any
series of Preferred Stock, the term "full cumulative dividends"
shall be deemed to mean (whether or not in any dividend period,
or any part thereof, in respect of which such term is used there
shall have been net profits or net assets of the corporation
legally available for the payment of such dividends) that amount
which shall be equal to dividends at the full rate fixed for such
series as provided in paragraph (b) of this Article III for the
period of time elapsed from the date of cumulation of such series
to the date as of which full cumulative dividends are to be
computed (including an amount equal to the dividend at such rate
for any fraction of a dividend period included in such period of
time); and the term "accrued dividends" shall be deemed to mean
full cumulative dividends to the date as of which accrued
dividends are to be computed, less the amount of all dividends
paid, or deemed paid as hereinafter in this paragraph (h)
provided, upon said share. In the event of the issue of
additional shares of Preferred Stock of any series after the
original issue of shares of Preferred Stock of such series, all
dividends paid or accrued on Preferred Stock of such series prior
to the date of issue of such additional Preferred Stock shall be
deemed to have been paid on the additional Preferred Stock so
issued.
(i) Subject to the provisions of these Articles of
Incorporation and except as otherwise provided by law, the shares
of stock of the corporation, regardless of class, may be issued
for such consideration and for such corporation purposes as the
Board of Directors may from time to time determine.
(j) Except as otherwise provided by law or by the
resolution or resolutions providing for the issue of any series
of Preferred Stock, the holders of shares of Preferred Stock, as
such holders, shall not have any right to vote, and are hereby
specifically excluded from the right to vote, in the election of
directors or for any other purpose. Except when entitled to vote
as aforesaid, the holders of Preferred Stock, as such holders,
shall not be entitled to notice of any meeting of stockholders.
(k) Subject to the provisions of any applicable law, or of
the By-Laws of the corporation as from time to time amended, with
respect to the closing of the transfer books or the fixing of a
record date for the determination of stockholders entitled to
vote and except as otherwise provided by law, or by these
Articles of Incorporation or by the resolution or resolutions
providing for the issue of any series of Preferred Stock, the
holders of outstanding shares of Common Stock shall exclusively
possess voting power for the election of directors and for all
other purposes, each holder of record of shares of Common Stock
being entitled to one vote for each share of Common Stock
standing in his name on the books of the corporation.
<PAGE>
(l) Anything in this Article III to the contrary
notwithstanding, dividends upon shares of any class of stock of
the corporation shall be payable only out of assets legally
available for the payment of such dividends, and the rights of
the holders of the Preferred Stock of all series and of the
holders of the Common Stock in respect of dividends shall at all
times be subject to the power of the Board of Directors, which is
hereby expressly vested in said Board, from time to time to set
aside such reserves and to make such other provisions, if any, as
said Board shall deem to be necessary or advisable, respecting
the amount of working capital to be maintained.
ARTICLE IV
No holder of stock of the corporation of any class shall be
entitled as a matter of right to subscribe for or purchase any
part of any new or additional issue of stock, or securities
convertible into stock, of any class whatsoever, whether now or
hereafter authorized, and all such additional shares of stock or
other securities convertible into stock may be issued and
disposed of by the Board of Directors to such person or persons
and on such terms and for such consideration (so far as may be
permitted by law) as the Board of Directors, in their absolute
discretion, may deem advisable.
ARTICLE V
The number and class of shares to be issued before the
corporation shall commence business is Fifty (50) shares of
common stock with a par value of Ten Dollars ($10) per share. The
consideration to be paid therefor and the capital with which the
corporation shall commence business is Five Hundred Dollars
($500). The corporation will not commence business until
consideration of the value of at least Five Hundred Dollars has
been received for the issuance of shares.
ARTICLE VI
The names and places of residence of the incorporators are
as follows
Name Residence
James M. Kemper, Jr. 6612 Wyoming
Kansas City, Missouri
P. V. Miller, Jr. 2001 West 61st Terr.
Shawnee Mission, Kansas
T. Alan Peschka 5744 Grand
Kansas City, Missouri
<PAGE>
ARTICLE VII
The number of directors constituting the first board of
directors of the corporation was three (3) and the number
constituting the board at the time of the effectiveness of this
amendment is twelve (12). The number of directors to constitute
subsequent boards of directors shall be fixed by, or in the
manner provided in, the By-Laws of the corporation. Any changes
in the number of directors shall be reported to the Secretary of
State of the State of Missouri within thirty (30) calendar days
of such change.
Unless the By-Laws otherwise provide, the directors shall be
classified with respect to the time for which they shall
severally hold office by dividing them into three classes, each
consisting of one-third of the whole number of the board of
directors, and all directors of the corporation shall hold office
until their successors are elected and qualified. At the meeting
held for the election of the first board, the directors of the
first class should be elected for a term of one year; the
directors of the second class for a term of two years; and the
directors of the third class for a term of three years; and at
each annual election the successors to the class of directors
whose terms shall expire that year shall be elected to hold
office for the term of three years, so that the term of office of
one class of directors shall expire in each year.
Notwithstanding any other provisions of these Articles of
Incorporation and notwithstanding the fact that some lesser
percentage may be specified by law, the entire Board of Directors
of the Corporation may be removed at any time but only by the
affirmative vote of the holders of 80% or more of the outstanding
shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this
purpose as one class) at a meeting of the shareholders called for
that purpose.
ARTICLE VIII
The duration of the corporation is perpetual.
ARTICLE IX
The corporation is formed for the following purposes:
(a) To purchase, subscribe for or otherwise acquire and
own, hold as an investment or otherwise, use, sell, assign, deal
in, transfer, mortgage, pledge, exchange or otherwise dispose of,
alone or in syndicates or otherwise in conjunction with others,
shares of capital stock, bonds, debentures, notes, evidences of
indebtedness and other securities, contracts or obligations of
any corporation, association, partnership, entity, or
governmental, municipal or public authority, domestic or foreign,
and to pay therefor in whole or in part, in cash or by exchanging
therefor shares of the capital stock, bonds, debentures,
debenture stock, notes or other obligations of this corporation
or any other corporation, and while the owner or holder of any
such property to receive, collect and dispose of the interest,
dividends and income arising from such property, and
<PAGE>
to possess and exercise in respect thereof all the rights, powers
and privileges of ownership, including all voting powers of any
securities so owned;
(b) To purchase or otherwise acquire the whole or any part
of the property, assets, business, goodwill or rights and to
undertake or assume the whole or any part of the bonds,
mortgages, franchises, leases, contracts, indebtedness,
guaranties, liabilities and obligations of any person, firm,
association, corporation or organization, and to pay for the same
or any part or combination thereof in cash, shares of the capital
stock, bonds, debentures, debenture stock, notes, and other
obligations of this corporation or otherwise, or by undertaking
and assuming the whole or any part of the liabilities or
obligations of the transferor; and to hold or in any manner
dispose of the whole or any part of the property and assets so
acquired or purchased, and to conduct in any lawful manner the
whole or any part of the business so acquired and to exercise all
the powers necessary or convenient in and about the conduct,
management and carrying on of such business;
(c) To purchase or otherwise acquire, hold, sell, pledge,
transfer or otherwise dispose of, and to reissue or cancel the
shares of its own capital stock or any securities or other
obligations of this corporation;
(d) To promote or assist financially, by loan, subsidy,
guaranty, contribution to capital or surplus, or otherwise,
corporations, syndicates, partnerships, individuals or
associations of all kinds, foreign or domestic, and in connection
therewith to execute mortgages, deeds of trust, other forms of
encumbrances, contracts and other types of written instruments;
(e) To purchase or otherwise acquire and own, hold, lease,
develop, sell, exchange, or otherwise use, deal in or dispose of,
mortgage or otherwise encumber, real property or any interest
therein, and to purchase or otherwise acquire and own, hold,
build, construct, erect, manage, operate, repair, restore, and to
dispose of by sale, lease, mortgage or otherwise, buildings and
structures of all types;
(f) To purchase or otherwise acquire and own, hold, lease,
sell or otherwise use, deal in or dispose of, mortgage or
otherwise encumber personal property of every kind and
description or any interest therein, and to operate, manage and
maintain the same;
(g) To acquire, own, hold, buy sell, transfer and otherwise
dispose of patents and patent rights, trademarks and trade names,
copyrights, licenses, franchises, permits and other evidences of
right;
(h) In general to carry on any other lawful business
whatsoever in connection with the foregoing or which is
calculated, directly or indirectly, to promote the interest of
the corporation or to enhance the value of its properties;
(i) To have and to exercise all powers necessary or
incident to carrying out its corporate purposes, to exercise all
other powers permitted by law, and to possess and enjoy all
rights
<PAGE>
and powers which now or at any time hereafter may be granted to
or exercised by a corporation of this character.
ARTICLE X
The board of directors shall have the power to make, alter,
amend or repeal the By-Laws of the corporation from time to time.
ARTICLE XI
The corporation reserves the right to amend, alter, change
or repeal any provisions contained in these Articles of
Incorporation in the manner now or hereafter prescribed by law,
and all rights conferred upon shareholders herein are granted
subject to this reservation:
ARTICLE XII
The affirmative vote of the holders of not less than 75
percent of the outstanding shares of "Voting Stock" (as
hereinafter defined) of the corporation and the affirmative vote
of the holders of not less than 67 percent of the outstanding
shares of Voting Stock held by stockholders other than a "Related
Person" (as hereinafter defined) shall be required for the
approval or authorization of any "Business Combination" (as
hereinafter defined) of the corporation with any Related Person;
provided however, that the 75 percent and 67 percent voting
requirements shall not be applicable if:
(1) The "Continuing Directors" of the corporation (as
hereinafter defined) by a two-thirds vote (a) have expressly
approved in advance the acquisition of outstanding shares of
Voting Stock of the corporation that caused the Related Person to
become a Related Person, or (b) have approved the Business
Combination prior to the Related Person involved in the Business
Combination having become a Related Person;
(2) The Business Combination is solely between the
corporation and another corporation, 100 percent of the Voting
Stock of which is owned directly or indirectly by the
corporation; or
(3) The Business Combination is a merger or consolidation
and the cash or fair market value of the property, securities or
other consideration to be received per share by holders of common
stock of the corporation in the Business Combination is not less
than the highest per share price (with appropriate adjustments
for recapitalizations and for stock splits, stock dividends and
like distributions), paid by the Related Person in acquiring any
of its holdings of the corporation's common stock.
For the purposes of this Article Twelfth:
<PAGE>
(i) The term "Business Combination" shall mean (a) any
merger or consolidation of the corporation or a subsidiary
with or into a Related Person, (b) any sale, lease,
exchange, transfer or other disposition, including without
limitation a mortgage or any other security device, of all
or any "Substantial Part" (as hereinafter defined) of the
assets either of the corporation (including without
limitation any voting securities of a subsidiary) or of a
subsidiary, to a Related Person, (c) any merger or
consolidation of a Related Person with or into the
corporation or a subsidiary of the corporation, (d) any
sale, lease, exchange, transfer or other disposition of all
or any Substantial Part of the assets of a Related Person to
the corporation or a subsidiary of the corporation, (e) the
issuance of any securities of the corporation or a
subsidiary of the corporation to a Related Person, (f) any
recapitalization that would have the effect of increasing
the voting power of a Related Person, and (g) any agreement,
contract or other arrangement providing for any of the
transactions described in this definition of Business
Combination.
(ii) The term "Related Person" shall mean and include
any individual corporation, partnership or other person or
entity which, together with its "Affiliates" and
"Associates" (as defined on February 1, 1983 at Rule 12b-2
under the Securities Exchange Act of 1934), "Beneficially
Owns" (as defined on February 1, 1983 at Rule 13d-3 under
the Securities Exchange Act of 1934) in the aggregate 20
percent or more of the outstanding Voting Stock of the
corporation, and any Affiliate or Associate of any such
individual corporation, partnership or other person or
entity.
(iii) The term "Substantial Part" shall mean more than
30 percent of the fair market value of the total assets of
the corporation in question, as of the end of its most
recent fiscal year ending prior to the time the
determination is being made.
(iv) Without limitation, any shares of common stock of
the corporation that any Related Person has the right to
acquire pursuant to any agreement, or upon exercise of
conversion rights, warrants, or options, or otherwise, shall
be deemed beneficially owned by the Related Person.
(v) For the purposes of subparagraph (3) of this
Article XII, the term "other consideration to be received"
shall include, without limitation, common stock of the
corporation retained by its existing public stockholders in
the event of a Business Combination in which the corporation
is the surviving corporation.
(vi) The term "Voting Stock" shall mean all
outstanding shares of capital stock of the corporation or
another corporation entitled to vote generally in the
election of directors and each reference to a proportion of
shares of Voting Stock shall refer to such proportion of the
votes entitled to be cast by such shares.
(vii) The term "Continuing Director" shall mean a
Director who was a member of the Board of Directors of the
corporation immediately prior to the time that the Related
Person involved in a Business Combination became a Related
Person.
<PAGE>
ARTICLE XIII
The provisions set forth at this ARTICLE XIII and at
ARTICLES VII, XI, and XII herein may not be repealed or amended
in any respect, unless such action is approved by the affirmative
vote of the holders of not less than 75 percent of the
outstanding shares of Voting Stock (as defined in ARTICLE XII) of
the corporation; provided, however, that if there is a Related
Person (as defined in ARTICLE XII), such action must also be
approved by the affirmative vote of the holders of not less than
67 percent of the outstanding shares of Voting Stock held by
stockholders other than the Related Person.
<PAGE>
FIRST AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
(As of April 15, 1987)
__________________________________________
The first paragraph of Article III is amended to read as follows:
The total number of shares of all classes of stock
which the corporation shall have the authority to issue
is 26,000,000 shares, consisting of
(i) 2,000,000 shares of Preferred Stock of
the par value of $1 per share, and
(ii) 24,000,000 shares of Common Stock of
the par value of $5 per share.
<PAGE>
SECOND AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
(As of January 26, 1990)
__________________________________________
The first paragraph of Article III is amended to read as follows:
The total number of shares of all classes of stock
which the corporation shall have the authority to issue
is 42,000,000 shares, consisting of
(i) 2,000,000 shares of Preferred Stock of the par
value of $1 per share, and
(ii) 40,000,000 shares of Common Stock of the par
value of $5 per share.
<PAGE>
THIRD AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
(As of May 12, 1993)
__________________________________________
The first paragraph of Article III is amended to read as follows:
The total number of shares of all classes of stock
which the Corporation shall have the authority to issue
is 62,000,000 shares, consisting of
(i) 2,000,000 shares of Preferred Stock of
the par value of $1 per share, and
(ii) 60,000,000 shares of Common Stock of
the par value of $5 per share.
<PAGE>
FOURTH AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
(As of April 17, 1996)
__________________________________________
The first paragraph of Article III is amended to read as follows:
The total number of shares of all classes of stock
which the Corporation shall have the authority to issue
is 82,000,000 shares, consisting of
(i) 2,000,000 shares of Preferred Stock of
the par value of $1 per share, and
(ii) 80,000,000 shares of Common Stock of
the par value of $5 per share.
<PAGE>
FIFTH AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
(As of April 21, 1999)
-------------------------------------
The first paragraph of Article III is amended to read as follows:
The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 102,000,000
shares, consisting of
(i) 2,000,000 shares of preferred stock of the par
value of $1 per share and
(ii) 100,000,000 shares of common stock of the par
value of $5 per share.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from
Commerce Bancshares, Inc. 6/30/99 Form 10-Q and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 702,609
<INT-BEARING-DEPOSITS> 0<F1>
<FED-FUNDS-SOLD> 140,125
<TRADING-ASSETS> 22,562
<INVESTMENTS-HELD-FOR-SALE> 2,708,409<F2>
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 7,175,890<F3>
<ALLOWANCE> 120,225
<TOTAL-ASSETS> 11,067,012
<DEPOSITS> 9,228,794
<SHORT-TERM> 618,171
<LIABILITIES-OTHER> 118,270
<LONG-TERM> 26,201
0
0
<COMMON> 306,763
<OTHER-SE> 768,813
<TOTAL-LIABILITIES-AND-EQUITY> 11,067,012
<INTEREST-LOAN> 277,039
<INTEREST-INVEST> 81,695<F4>
<INTEREST-OTHER> 9,521
<INTEREST-TOTAL> 368,653
<INTEREST-DEPOSIT> 129,145
<INTEREST-EXPENSE> 141,417
<INTEREST-INCOME-NET> 227,236
<LOAN-LOSSES> 17,291
<SECURITIES-GAINS> 993
<EXPENSE-OTHER> 207,308
<INCOME-PRETAX> 121,529
<INCOME-PRE-EXTRAORDINARY> 80,456
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 80,456
<EPS-BASIC> 1.32
<EPS-DILUTED> 1.30
<YIELD-ACTUAL> 4.55<F5>
<LOANS-NON> 12,760
<LOANS-PAST> 21,970
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 117,092
<CHARGE-OFFS> 19,702
<RECOVERIES> 5,544
<ALLOWANCE-CLOSE> 120,225
<ALLOWANCE-DOMESTIC> 120,225
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<FN>
<F1>Certificates of deposit of $200,000 are included in Investments-
Held-For-Sale.
<F2>Excludes non-marketable securities of $30,341,000.
<F3>Gross of allowance for loan losses.
<F4>Excludes interest of $398,000 on trading account securities.
<F5>Yield is computed on a tax equivalent basis.
</FN>
</TABLE>
