e10vq
 

 
SECURITIES AND EXCHANGE COMMISSION
------------------------------------------------------
Washington, D.C. 20549
FORM 10-Q
         
(Mark One)        
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2006
OR
   
 
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
   
         
For the transition period from                   to                                     
Commission File No. 0-2989
COMMERCE BANCSHARES, INC.
-------------------------------------------------
(Exact name of registrant as specified in its charter)
     
Missouri

 
(State of Incorporation)
  43-0889454

 
(IRS Employer Identification No.)
 
1000 Walnut,
Kansas City, MO

 
(Address of principal executive offices)
 
64106

 
(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       
Indicate by checkmark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Act. (Check one):
Large accelerated filer X         Accelerated filer              Non-accelerated filer      
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes    No  X 
As of April 28, 2006, the registrant had outstanding 66,784,953 shares of its $5 par value common stock, registrant’s only class of common stock.
 


 

Commerce Bancshares, Inc. and Subsidiaries
Form 10-Q
 
                 
INDEX            
            Page
             
   Financial Information
     Item 1.    Financial Statements        
         Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005     3  
         Consolidated Statements of Income for the Three Months Ended March 31, 2006 and 2005     4  
         Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2006 and 2005     5  
         Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005     6  
         Notes to Consolidated Financial Statements     7  
     Item 2.    Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations     15  
     Item 3.    Quantitative and Qualitative Disclosures about Market Risk     30  
     Item 4.    Controls and Procedures     30  
 
 
 
   Other Information
     Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds     31  
     Item 6.    Exhibits     31  
 
 Signatures         32  
 
 Index to Exhibits         33  

2


 

PART I: FINANCIAL INFORMATION
Item 1.  FINANCIAL STATEMENTS
Commerce Bancshares, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
 
                     
    March 31   December 31
    2006   2005
 
    (Unaudited)    
    (In thousands)
ASSETS
Loans, net of unearned income
  $ 9,138,239     $ 8,899,183  
Allowance for loan losses
    (128,468 )     (128,447 )
 
Net loans
    9,009,771       8,770,736  
 
Investment securities:
               
 
Available for sale
    3,401,823       3,667,901  
 
Trading
    25,559       24,959  
 
Non-marketable
    84,353       77,321  
 
Total investment securities
    3,511,735       3,770,181  
 
Federal funds sold and securities purchased under agreements to resell
    89,385       128,862  
Cash and due from banks
    484,456       545,273  
Land, buildings and equipment, net
    368,209       374,192  
Goodwill
    48,522       48,522  
Other assets
    219,044       247,779  
 
Total assets
  $ 13,731,122     $ 13,885,545  
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
               
 
Non-interest bearing demand
  $ 1,418,387     $ 1,399,934  
 
Savings, interest checking and money market
    6,449,831       6,490,326  
 
Time open and C.D.’s of less than $100,000
    1,925,755       1,831,980  
 
Time open and C.D.’s of $100,000 and over
    1,360,383       1,129,573  
 
Total deposits
    11,154,356       10,851,813  
 
Federal funds purchased and securities sold under agreements to repurchase
    901,923       1,326,427  
Other borrowings
    258,616       269,390  
Other liabilities
    97,982       100,077  
 
Total liabilities
    12,412,877       12,547,707  
 
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 69,409,882 shares
    347,049       347,049  
 
Capital surplus
    384,535       388,552  
 
Retained earnings
    729,586       693,021  
 
Treasury stock of 2,545,479 shares in 2006 and 1,716,413 shares in 2005, at cost
    (128,662 )     (86,901 )
 
Accumulated other comprehensive loss
    (14,263 )     (3,883 )
 
Total stockholders’ equity
    1,318,245       1,337,838  
 
Total liabilities and stockholders’ equity
  $ 13,731,122     $ 13,885,545  
 
See accompanying notes to consolidated financial statements.

3


 

Commerce Bancshares, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
 
                   
    For the Three Months
    Ended March 31
     
(In thousands, except per share data)   2006   2005
 
    (Unaudited)
INTEREST INCOME
               
Interest and fees on loans
  $ 149,874     $ 118,523  
Interest on investment securities
    37,130       41,746  
Interest on federal funds sold and securities purchased
under agreements to resell
    1,623       584  
 
Total interest income
    188,627       160,853  
 
INTEREST EXPENSE
               
Interest on deposits:
               
 
Savings, interest checking and money market
    19,607       10,457  
 
Time open and C.D.’s of less than $100,000
    16,731       10,392  
 
Time open and C.D.’s of $100,000 and over
    13,187       6,352  
Interest on federal funds purchased and securities sold
under agreements to repurchase
    12,581       9,418  
Interest on other borrowings
    2,786       2,757  
 
Total interest expense
    64,892       39,376  
 
Net interest income
    123,735       121,477  
Provision for loan losses
    4,432       2,368  
 
Net interest income after provision for loan losses
    119,303       119,109  
 
NON-INTEREST INCOME
               
Deposit account charges and other fees
    27,497       24,301  
Bank card transaction fees
    21,708       19,507  
Trust fees
    17,819       16,394  
Trading account profits and commissions
    2,565       2,614  
Consumer brokerage services
    2,389       2,825  
Loan fees and sales
    3,743       3,440  
Investment securities gains, net
    2,403       3,612  
Other
    11,324       7,998  
 
Total non-interest income
    89,448       80,691  
 
NON-INTEREST EXPENSE
               
Salaries and employee benefits
    71,725       70,180  
Net occupancy
    10,977       9,778  
Equipment
    5,949       5,691  
Supplies and communication
    8,393       8,213  
Data processing and software
    12,393       11,455  
Marketing
    4,318       3,862  
Other
    16,206       14,743  
 
Total non-interest expense
    129,961       123,922  
 
Income before income taxes
    78,790       75,878  
Less income taxes
    25,846       26,032  
 
Net income
  $ 52,944     $ 49,846  
 
Net income per share — basic
  $ .79     $ .70  
Net income per share — diluted
  $ .78     $ .69  
 
See accompanying notes to consolidated financial statements.

4


 

Commerce Bancshares, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 
                                                         
                        Accumulated    
    Number of                   Other    
(Dollars in thousands,   Shares   Common   Capital   Retained   Treasury   Comprehensive    
except per share data)   Issued   Stock   Surplus   Earnings   Stock   Income/(Loss)   Total
 
    (Unaudited)
Balance January 1, 2006
    69,409,882     $ 347,049     $ 388,552     $ 693,021     $ (86,901 )   $ (3,883 )   $ 1,337,838  
 
Net income
                            52,944                       52,944  
Change in unrealized gain (loss) on available for sale securities, net of tax
                                            (10,380 )     (10,380 )
                                             
Total comprehensive income
                                                    42,564  
                                             
Purchase of treasury stock
                                    (51,111 )             (51,111 )
Issuance of stock under purchase and equity compensation plans
                    (4,532 )             8,427               3,895  
Net tax benefit related to equity compensation plans
                    639                               639  
Stock based compensation
                    799                               799  
Issuance of restricted stock awards
                    (923 )             923                
Cash dividends paid ($.245 per share)
                            (16,379 )                     (16,379 )
 
Balance March 31, 2006
    69,409,882     $ 347,049     $ 384,535     $ 729,586     $ (128,662 )   $ (14,263 )   $ 1,318,245  
 
Balance January 1, 2005
    69,409,882     $ 347,049     $ 388,614     $ 703,293     $ (51,646 )   $ 39,570     $ 1,426,880  
 
Net income
                            49,846                       49,846  
Change in unrealized gain (loss) on available for sale securities, net of tax
                                            (34,152 )     (34,152 )
                                             
Total comprehensive income
                                                    15,694  
                                             
Purchase of treasury stock
                                    (60,830 )             (60,830 )
Issuance of stock under purchase and equity compensation plans
                    (4,835 )             7,885               3,050  
Net tax benefit related to equity compensation plans
                    135                               135  
Stock based compensation
                    2,773                               2,773  
Issuance of restricted stock awards
                    (895 )             895                
Cash dividends paid ($.229 per share)
                            (16,133 )                     (16,133 )
 
Balance March 31, 2005
    69,409,882     $ 347,049     $ 385,792     $ 737,006     $ (103,696 )   $ 5,418     $ 1,371,569  
 
See accompanying notes to consolidated financial statements.

5


 

Commerce Bancshares, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                   
    For the Three Months
    Ended March 31
     
(In thousands)   2006   2005
     
    (Unaudited)
OPERATING ACTIVITIES:
               
Net income
  $ 52,944     $ 49,846  
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
Provision for loan losses
    4,432       2,368  
 
Provision for depreciation and amortization
    11,466       10,456  
 
Amortization of investment security premiums, net
    3,249       6,951  
 
Investment securities gains, net(A)
    (2,403 )     (3,612 )
 
Net gains on sales of loans held for sale
    (2,923 )     (2,512 )
 
Originations of loans held for sale
    (129,138 )     (127,904 )
 
Proceeds from sales of loans held for sale
    131,880       105,270  
 
Net increase in trading securities
    (47 )     (12,292 )
 
Stock based compensation
    799       2,773  
 
Decrease in interest receivable
    1,417       6,249  
 
Increase in interest payable
    5,354       3,115  
 
Increase in income taxes payable
    25,886       26,182  
 
Net tax benefit related to equity compensation plans
    (639 )     (135 )
 
Other changes, net
    10,098       (4,727 )
 
Net cash provided by operating activities
    112,375       62,028  
 
INVESTING ACTIVITIES:
               
Proceeds from sales of investment securities(A)
    5       926,069  
Proceeds from maturities/pay downs of investment securities(A)
    307,606       304,611  
Purchases of investment securities(A)
    (66,425 )     (978,281 )
Net increase in loans
    (243,320 )     (79,572 )
Purchases of land, buildings and equipment
    (7,643 )     (32,922 )
Sales of land, buildings and equipment
    80       404  
 
Net cash provided by (used in) investing activities
    (9,697 )     140,309  
 
FINANCING ACTIVITIES:
               
Net decrease in non-interest bearing demand, savings, interest checking and money market deposits
    (29,364 )     (120,512 )
Net increase in time open and C.D.’s
    324,585       366,837  
Net decrease in federal funds purchased and securities sold under agreements to repurchase
    (424,504 )     (346,964 )
Repayment of long-term borrowings
    (10,827 )     (1,171 )
Net increase in short-term borrowings
    94        
Purchases of treasury stock
    (51,111 )     (60,830 )
Issuance of stock under stock purchase and equity compensation plans
    3,895       3,050  
Net tax benefit related to equity compensation plans
    639       135  
Cash dividends paid on common stock
    (16,379 )     (16,133 )
 
Net cash used in financing activities
    (202,972 )     (175,588 )
 
Increase (decrease) in cash and cash equivalents
    (100,294 )     26,749  
Cash and cash equivalents at beginning of year
    674,135       654,720  
 
Cash and cash equivalents at March 31
  $ 573,841     $ 681,469  
 
(A) Available for sale and non-marketable securities
               
 
Income tax net payments (refunds)
  $ (8 )   $ 444  
Interest paid on deposits and borrowings
  $ 59,538     $ 36,261  
 
See accompanying notes to consolidated financial statements.

6


 

Commerce Bancshares, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2006 (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). The consolidated financial statements in this report have not been audited. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications were made to 2005 data to conform to current year presentation. In the opinion of management, all adjustments necessary to present fairly the financial position and the results of operations for the interim periods have been made. All such adjustments are of a normal recurring nature. The results of operations for the three month period ended March 31, 2006 are not necessarily indicative of results to be attained for the full year or any other interim periods.
      The significant accounting policies followed in the preparation of the quarterly financial statements are disclosed in the 2005 Annual Report on Form 10-K.
2.  Pending Acquisitions
      On April 4, 2006, Commerce Bank, N.A., (Missouri) (the Bank) a subsidiary of the Company, entered into an agreement with Boone National Savings and Loan Association (Boone) whereby the Bank will acquire the banking businesses of Boone. Boone operates four branches in Columbia, Missouri, and loan production offices in Ashland and Lake Ozark, Missouri. Under the terms of the agreement, the Bank will acquire loans and deposits of approximately $132 million and $108 million, respectively, assume other liabilities of approximately $30 million, and will pay a purchase price premium of approximately $16 million. Pending regulatory approval, the transaction is expected to close in July 2006.
      On April 13, 2006, the Company and West Pointe Bancorp, Inc. (West Pointe) signed a definitive merger agreement in which West Pointe will merge with the Company in a transaction valued at $80.9 million in stock and cash. Simultaneously, West Pointe’s wholly-owned subsidiary, West Pointe Bank And Trust Company, will merge into the Bank. The Company’s acquisition of West Pointe will add approximately $477 million in assets (including $256 million in loans), $402 million in deposits, and five branch locations and 25 ATMs in St. Clair County, Illinois (Southwestern Illinois region of Metropolitan St. Louis).
      Under terms of the agreement, shareholders of West Pointe will be entitled to elect to receive either cash or stock, with the cash portion of the transaction not to exceed 25% of the total consideration. Elections will be subject to proration procedures. It is anticipated that the transaction will be completed either late in the third quarter or in the fourth quarter of 2006, pending regulatory approvals and certain closing conditions. As part of the transaction, West Pointe has granted the Company an option to purchase 19.9% of its common stock under certain conditions.

7


 

3.  Loans and Allowance for Loan Losses
      Major classifications of loans at March 31, 2006 and December 31, 2005 are as follows.
                 
 
    March 31   December 31
(In thousands)   2006   2005
 
Business
  $ 2,603,831     $ 2,527,654  
Real estate — construction
    493,279       424,561  
Real estate — business
    1,998,746       1,919,045  
Real estate — personal
    1,369,385       1,358,511  
Consumer
    1,309,072       1,287,348  
Home equity
    444,206       448,507  
Student
    330,351       330,238  
Credit card
    570,559       592,465  
Overdrafts
    18,810       10,854  
 
Total loans
  $ 9,138,239     $ 8,899,183  
 
      Held for sale loans consisted of certain fixed rate residential mortgage loans, included in the “Real estate-personal” category above, and student loans. Total held for sale loans outstanding amounted to $337,742,000 at March 31, 2006 and $336,410,000 at December 31, 2005.
      The following is a summary of the allowance for loan losses for the three months ended March 31, 2006 and 2005.
                   
 
(In thousands)   2006   2005
 
Balance, January 1
  $ 128,447     $ 132,394  
 
Additions:
               
 
Provision for loan losses
    4,432       2,368  
 
Total additions
    4,432       2,368  
 
Deductions:
               
 
Loans charged off
    9,346       9,500  
 
Less recoveries on loans
    4,935       5,698  
 
Net loans charged off
    4,411       3,802  
 
Balance, March 31
  $ 128,468     $ 130,960  
 
4.  Investment Securities
      Investment securities, at fair value, consist of the following at March 31, 2006 and December 31, 2005.
                   
 
    March 31   December 31
(In thousands)   2006   2005
 
Available for sale
               
 
U.S. government and federal agency obligations
  $ 62,083     $ 61,803  
 
Government-sponsored enterprise obligations
    651,852       772,854  
 
State and municipal obligations
    277,024       249,018  
 
Mortgage-backed securities
    1,546,308       1,631,675  
 
Other asset-backed securities
    625,961       684,724  
 
Other debt securities
    39,748       40,017  
 
Equity securities
    198,847       227,810  
Trading
    25,559       24,959  
Non-marketable
    84,353       77,321  
 
Total investment securities
  $ 3,511,735     $ 3,770,181  
 
      Available for sale equity securities included short-term investments in money market mutual funds of $93,226,000 at March 31, 2006 and $111,736,000 at December 31, 2005. Equity securities also included

8


 

FNMA and other corporate preferred stock of $29,700,000 at March 31, 2006 and $36,850,000 at December 31, 2005.
      Non-marketable securities included securities held for debt and regulatory purposes, which amounted to $45,014,000 and $45,417,000 at March 31, 2006 and December 31, 2005, respectively, in addition to venture capital and private equity investments, which amounted to $39,260,000 and $31,836,000 at the respective dates.
5.  Intangible Assets
      The following table presents information about the Company’s intangible assets which have estimable useful lives.
                                   
 
    March 31, 2006   December 31, 2005
         
    Gross       Gross    
    Carrying   Accumulated   Carrying   Accumulated
(In thousands)   Amount   Amortization   Amount   Amortization
 
Amortized intangible assets:
                               
 
Mortgage servicing rights
  $ 519     $ (474 )   $ 522     $ (475 )
 
      The Company does not have any intangible assets that are not currently being amortized. Aggregate amortization expense on intangible assets was $1,000 and $381,000, respectively, for the three month periods ended March 31, 2006 and 2005. Estimated annual amortization expense for the years 2006 through 2010 is as follows.
         
 
(In thousands)    
 
2006
  $ 13  
2007
    13  
2008
    13  
2009
    8  
2010
     
 
6.  Guarantees
      The Company, as a provider of financial services, routinely issues financial guarantees in the form of financial and performance standby letters of credit. Standby letters of credit are contingent commitments issued by the Company generally to guarantee the payment or performance obligation of a customer to a third party. While these represent a potential outlay by the Company, a significant amount of the commitments may expire without being drawn upon. The Company has recourse against the customer for any amount it is required to pay to a third party under a standby letter of credit. The letters of credit are subject to the same credit policies, underwriting standards and approval process as loans made by the Company. Most of the standby letters of credit are secured and in the event of nonperformance by the customers, the Company has rights to the underlying collateral, which could include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities.
      Upon issuance of standby letters of credit, the Company recognizes a liability equivalent to the amount of fees received from the customer, which at March 31, 2006 amounted to $6,283,000. This amount will be amortized into income over the life of the commitment. The contract amount of these letters of credit, which represents the maximum potential future payments guaranteed by the Company, was $423,729,000 at March 31, 2006.
      The Company guarantees payments to holders of certain trust preferred securities issued by a wholly owned grantor trust. The securities are due in 2030 and may be redeemed beginning in 2010. The maximum potential future payments guaranteed by the Company, which include future interest and principal payments through maturity, was approximately $14,410,000 at March 31, 2006. At March 31,

9


 

2006, the Company had a recorded liability of $4,036,000 in principal and accrued interest to date, representing amounts owed to the security holders.
7.  Pension
      The amount of net pension cost (income) for the three months ended March 31, 2006 and 2005 is as follows:
                 
 
    For the
    Three Months
    Ended March 31
     
(In thousands)   2006   2005
 
Service cost – benefits earned during the period
  $ 276     $ 365  
Interest cost on projected benefit obligation
    1,191       1,170  
Expected return on plan assets
    (1,800 )     (1,705 )
Amortization of unrecognized net loss
    258       280  
 
Net periodic pension cost (income)
  $ (75 )   $ 110  
 
      Substantially all benefits under the Company’s defined benefit pension plan were frozen effective January 1, 2005. During the first three months of 2006, the Company made no funding contributions to its defined benefit pension plan, and made minimal funding contributions to a supplemental executive retirement plan (the CERP), which carries no segregated assets. The Company has no plans to make any further contributions, other than those related to the CERP, during the remainder of 2006. The income recognized for the defined benefit pension plan for the first three months of 2006 was primarily due to the greater than expected return on plan assets for the year ended September 30, 2005 (the valuation date).
8.  Common Stock
      Presented below is a summary of the components used to calculate basic and diluted earnings per share.
                   
 
    For the
    Three Months
    Ended March 31
     
(In thousands, except per share data)   2006   2005
 
Basic earnings per share:
Net income available to common shareholders
  $ 52,944     $ 49,846  
     
Weighted average basic common shares outstanding
    66,990       71,023  
 
Basic earnings per share
  $ .79     $ .70  
 
Diluted earnings per share:
Net income available to common shareholders
  $ 52,944     $ 49,846  
     
Weighted average common shares outstanding
    66,990       71,023  
Net effect of nonvested restricted stock and the assumed exercise of stock options – based on the treasury stock method using the average market price for the respective periods
    937       988  
     
Weighted average diluted common shares outstanding
    67,927       72,011  
     
 
Diluted earnings per share
  $ .78     $ .69  
 

10


 

9.  Comprehensive Income (Loss)
      The Company’s only component of other comprehensive income (loss) during the periods presented below was the unrealized holding gains and losses on available for sale securities.
                 
 
    For the
    Three Months
    Ended March 31
     
(In thousands)   2006   2005
 
Unrealized holding gains (losses)
  $ (16,742 )   $ (52,255 )
Reclassification adjustment for gains included in net income
          (2,829 )
 
Net unrealized gains (losses) on securities
    (16,742 )     (55,084 )
Income tax expense (benefit)
    (6,362 )     (20,932 )
 
Other comprehensive income (loss)
  $ (10,380 )   $ (34,152 )
 
10.  Segments
      The Company segregates financial information for use in assessing its performance and allocating resources among three operating segments. The Consumer segment includes the retail branch network, consumer finance, bank card, 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 among the three segments. Management periodically makes changes to methods of assigning costs and income to its business segments to better reflect operating results. If appropriate, these changes are reflected in prior year information presented below.
                                                 
 
    Money   Segment   Other/   Consolidated
(In thousands)   Consumer   Commercial   Management   Totals   Elimination   Totals
 
Three Months Ended March 31, 2006:                                
Net interest income
  $ 89,049     $ 49,636     $ 2,624     $ 141,309     $ (17,574 )   $ 123,735  
Provision for loan losses
    5,666       (1,247 )           4,419       13       4,432  
Non-interest income
    43,512       19,138       21,686       84,336       5,112       89,448  
Non-interest expense
    71,077       35,535       15,712       122,324       7,637       129,961  
 
Income before income taxes
  $ 55,818     $ 34,486     $ 8,598     $ 98,902     $ (20,112 )   $ 78,790  
 
Three Months Ended March 31, 2005:                                        
Net interest income
  $ 77,187     $ 46,305     $ 1,938     $ 125,430     $ (3,953 )   $ 121,477  
Provision for loan losses
    6,627       (2,833 )           3,794       (1,426 )     2,368  
Non-interest income
    37,793       17,994       20,129       75,916       4,775       80,691  
Non-interest expense
    69,180       34,781       14,815       118,776       5,146       123,922  
 
Income before income taxes
  $ 39,173     $ 32,351     $ 7,252     $ 78,776     $ (2,898 )   $ 75,878  
 
      The information presented above was derived from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. This information is based on internal management accounting policies, which have been developed to reflect the underlying economics of the businesses. The policies address the methodologies applied in connection with funds transfer pricing and assignment of overhead costs among segments. Funds transfer pricing was used in the determination of net interest income by assigning a standard cost (credit) for funds used (provided) by assets and liabilities based on their maturity, prepayment and/or repricing characteristics.
      The performance measurement of the operating segments is based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institu-

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tion. The information is also not necessarily indicative of the segments’ financial condition and results of operations if they were independent entities.
11.  Derivative Instruments
      The Company’s interest rate risk management strategy includes the ability to modify the re-pricing characteristics of certain assets and liabilities so that changes in interest rate do not adversely affect the net interest margin and cash flows. Interest rate swaps are used on a limited basis as part of this strategy. At March 31, 2006, the Company had entered into two interest rate swaps with a notional amount of $15,069,000, which are designated as fair value hedges of certain fixed rate loans. The Company also sells swap contracts to customers who wish to modify their interest rate sensitivity. These swaps are offset by matching contracts purchased by the Company from other financial institutions. Because of the matching terms of the offsetting contracts, the effect of these transactions on net income is minimal. The notional amount of these types of swaps at March 31, 2006 was $144,626,000.
      Through its International Department, the Company enters into foreign exchange contracts consisting mainly of contracts to purchase or deliver foreign currencies for customers at specific future dates. Also, mortgage loan commitments and forward sales contracts result from the Company’s mortgage banking operation, in which fixed rate personal real estate loans are originated and sold to other institutions.
      The Company’s derivative instruments are listed below.
                                                   
 
    March 31, 2006   December 31, 2005
         
        Positive   Negative       Positive   Negative
    Notional   Fair   Fair   Notional   Fair   Fair
(In thousands)   Amount   Value   Value   Amount   Value   Value
 
Interest rate contracts:
                                               
 
Swap contracts
  $ 159,695     $ 1,279     $ (1,876 )   $ 162,698     $ 798     $ (1,782 )
 
Option contracts
    6,970       15       (15 )     6,970       6       (6 )
Foreign exchange contracts:
                                               
 
Forward contracts
    2,228       25       (9 )     14,184       159       (77 )
 
Option contracts
    2,560                   2,560       3       (3 )
Mortgage loan commitments
    7,253             (30 )     5,353       12        
Mortgage loan forward sale contracts
    11,410       64             9,251       7       (18 )
 
Total
  $ 190,116     $ 1,383     $ (1,930 )   $ 201,016     $ 985     $ (1,886 )
 
12.  Income Taxes
      For the first quarter of 2006 income tax expense amounted to $25,846,000, compared to $26,032,000 in the first quarter of 2005. The effective income tax rate for the Company was 32.8% in the current quarter compared to 34.3% in the same quarter last year.
13.  Stock-Based Compensation
      During 2005 and previous years, stock-based awards were issued to key employees under several stock option and award plans, all of which had been approved by shareholders. During this period, awards were comprised of stock options and restricted stock. At December 31, 2005, these plans were replaced by the Company’s 2005 Equity Incentive Plan which was approved by shareholders on April 20, 2005. The new plan allows for issuance of various types of awards, including stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and stock-based awards. During the first quarter of 2006, stock-based compensation was issued in the form of stock appreciation rights (SARs) and restricted stock, and at March 31, 2006, 3,723,295 shares remained available for issuance under the new plan. The stock-based compensation expense that has been charged against income was $799,000 in the first three months of 2006 and $2,773,000 in the first three months of 2005. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $300,000 in the first

12


 

three months of 2006 and $1,041,000 in the first three months of 2005. The decline in stock-based compensation occurred because of a change in the vesting period of certain awards granted in the first quarter of 2006, in addition to the effects of the forfeiture accounting requirements of Statement of Financial Accounting Standards No. 123 (revised), “Share-Based Payment”, both of which are discussed below.
      In determining compensation cost, the Black-Scholes option-pricing model is used to estimate the fair value of options and SARs on date of grant. The Black-Scholes model is a closed-end model that uses the assumptions in the following table. Expected volatility is based on historical volatility of the Company’s stock and a consideration of other factors. The Company uses historical exercise behavior and other factors to estimate the expected term of the options and SARs, which represents the period of time that the options and SARs granted are expected to be outstanding. The risk-free rate for the expected term is based on the U.S. Treasury zero coupon spot rates in effect at the time of grant.
      Below are the fair values of SARs and stock options granted, using the Black-Scholes option-pricing model, during the first three months of 2006 and 2005, including the model assumptions for those grants. SARs and stock options were granted with an exercise price equal to the market price of the Company’s stock at the date of grant and have 10-year contractual terms. SARs, which were granted for the first time in 2006, vest on a graded basis over 4 years of continuous service. All SARs must be settled in stock under provisions of the plan. Stock options, which were granted in 2005 and previous years, vest on a graded basis over 3 years of continuous service.
                   
 
    Three Months Ended
    March 31
     
    2006   2005
 
Weighted per share average fair value at grant date
    $14.08       $11.89  
Assumptions:
               
 
Dividend yield
    1.7 %     2.0 %
 
Volatility
    21.1 %     23.4 %
 
Risk-free interest rate
    4.6 %     4.2 %
 
Expected term
    7.4  years       7.1  years  
 
      A summary of option activity during the first three months of 2006 is presented below.
                                 
 
    Weighted    
    Weighted   Average    
    Average   Remaining   Aggregate
    Exercise   Contractual   Intrinsic
(Dollars in thousands, except per share data)   Shares   Price   Term   Value
 
Outstanding at January 1, 2006
    3,412,808     $ 33.86                  
 
Granted
                           
Cancelled
    (3,024 )     44.17                  
Exercised
    (167,602 )     23.55                  
 
Outstanding at March 31, 2006
    3,242,182     $ 34.38       5.8 years     $ 56,063  
Exercisable at March 31, 2006
    2,891,983     $ 33.08       5.4 years     $ 53,773  
Vested and expected to vest at March 31, 2006
    3,229,422     $ 34.34       5.7 years     $ 55,979  
 

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      A summary of SAR activity during the first three months of 2006 is presented below.
                                 
 
    Weighted    
    Weighted   Average    
    Average   Remaining   Aggregate
    Exercise   Contractual   Intrinsic
(Dollars in thousands, except per share data)   Shares   Price   Term   Value
 
Outstanding at January 1, 2006
        $                  
 
Granted
    458,450       51.75                  
Cancelled
                           
Exercised
                           
 
Outstanding at March 31, 2006
    458,450     $ 51.75       9.9 years     $ 27  
Exercisable at March 31, 2006
        $           $  
Vested and expected to vest at March 31, 2006
    382,430     $ 51.75       9.9 years     $ 23  
 
      Additional information about stock options exercised is presented below. The SARs granted during the first quarter of 2006 are not exercisable until 2007.
                 
 
    Three Months
    Ended March 31
     
(Dollars in thousands)   2006   2005
 
Intrinsic value of options exercised
  $ 4,619     $ 4,806  
Cash received from options exercised
  $ 3,895     $ 3,049  
Tax benefit realized from options exercised
  $ 639     $ 135  
 
      Restricted stock is awarded to key employees, by action of the Board of Directors. These awards generally vest after 5 years of continued employment. There are restrictions as to transferability, sale, pledging, or assigning, among others, prior to the end of the 5 year vesting period. Dividend and voting rights are conferred upon grant. A summary of the status of the Company’s restricted stock awards, or nonvested shares, as of March 31, 2006, and changes during the three month period then ended is presented below.
                 
 
    Weighted
    Average
    Grant Date
    Shares   Fair Value
 
Nonvested at January 1, 2006
    163,420     $ 39.37  
 
Granted
    18,255       51.80  
Vested
    (24,997 )     30.93  
Forfeited
           
 
Nonvested at March 31, 2006
    156,678     $ 42.16  
 
      As of March 31, 2006, there was $4,634,000 of total unrecognized compensation cost related to restricted nonvested shares. That cost is expected to be recognized over a weighted-average period of 3.6 years. The total fair value (at vest date) of shares vested during the three month periods ended March 31, 2006 and 2005 was $1,297,000 and $1,127,000, respectively.
      The Company adopted Financial Accounting Statement No. 123R on January 1, 2006. As a result of adoption, the Company recorded a reduction of $543,000 in stock-based compensation expense in the first quarter of 2006. This adjustment resulted from a change by the Company from its former policy of recognizing the effect of forfeitures only as they occurred to the Statement’s requirement to estimate the number of outstanding instruments for which the requisite service is not expected to be rendered. The adjustment was not considered to be material to the Company’s financial statements and, accordingly, was not presented separately as the cumulative effect of a change in accounting principle in the accompanying consolidated income statement.

14


 

      The Company has a stock repurchase program under which 5,000,000 shares of common stock were authorized for repurchase by the Board of Directors in October 2005. At March 31, 2006, 3,074,293 shares remain available to be purchased under this authorization. A portion of shares repurchased during the next twelve months will be used to satisfy share option exercises, which are expected to range from 700,000 to 800,000 shares.
14.  Subsequent Event
      On April 21, 2006, the Company sold a parking garage, which included some retail space, located in downtown Kansas City. The sale price was $1,600,000, and a gain of $1,330,000 was recognized.
Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and with the statistical information and financial data appearing in this report as well as the Company’s 2005 Annual Report on Form 10-K. Results of operations for the three month period ended March 31, 2006 are not necessarily indicative of results to be attained for any other period.
Forward Looking Information
      This report may contain “forward-looking statements” that are subject to risks and uncertainties and include information about possible or assumed future results of operations. Many possible events or factors could affect the future financial results and performance of the Company. This could cause results or performance to differ materially from those expressed in the forward-looking statements. Words such as “expects”, “anticipates”, “believes”, “estimates”, variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed throughout this report. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. Such possible events or factors include: changes in economic conditions in the Company’s market area, changes in policies by regulatory agencies, governmental legislation and regulation, fluctuations in interest rates, changes in liquidity requirements, demand for loans in the Company’s market area, and competition with other entities that offer financial services.
Critical Accounting Policies
      The Company’s consolidated financial statements are prepared based on the application of certain accounting policies, some of which require numerous estimates and strategic or economic assumptions that may prove inaccurate or be subject to variations which may significantly affect the Company’s reported results and financial position for the current period or future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to be recorded at, or adjusted to reflect, fair value. Assets and liabilities carried at fair value inherently result in more financial statement volatility. Fair values and the information used to record valuation adjustments for certain assets and liabilities are based on either quoted market prices or are provided by other independent third-party sources, when available. When such information is not available, management estimates valuation adjustments primarily by using internal cash flow and other financial modeling techniques. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on the Company’s future financial condition and results of operations.

15


 

      The Company has identified several policies as being critical because they require management to make particularly difficult, subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These policies relate to the allowance for loan losses, the valuation of certain non-marketable investments, and accounting for income taxes.
      The Company performs periodic and systematic detailed reviews of its loan portfolio to assess overall collectability. The level of the allowance for loan losses reflects the Company’s estimate of the losses inherent in the loan portfolio at any point in time. While these estimates are based on substantive methods for determining allowance requirements, actual outcomes may differ significantly from estimated results, especially when determining allowances for business, lease, construction and business real estate loans. These loans are normally larger and more complex, and their collection rates are harder to predict. Personal loans, including personal mortgage, credit card and consumer loans, are individually smaller and perform in a more homogenous manner, making loss estimates more predictable. Further discussion of the methodologies used in establishing the allowance is provided in the Provision and Allowance for Loan Losses section of this discussion.
      The Company, through its direct holdings and its Small Business Investment subsidiaries, has numerous private equity and venture capital investments, which totaled $43.9 million at March 31, 2006. These private equity and venture capital securities are reported at estimated fair values in the absence of readily ascertainable fair values. The values assigned to these securities where no market quotations exist are based upon available information and management’s judgment. Although management believes its estimates of fair value reasonably reflect the fair value of these securities, key assumptions regarding the projected financial performance of these companies, the evaluation of the investee company’s management team, and other economic and market factors may affect the amounts that will ultimately be realized from these investments.
      The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences, including the effects of IRS examinations and examinations by other state agencies, could materially impact the Company’s financial position and its results of operations. Further discussion of income taxes is presented in the Income Taxes section of this discussion.
Selected Financial Data
                   
 
    Three Months Ended
    March 31
     
    2006   2005
 
Per Share Data
               
 
Net income — basic
  $ .79     $ .70  
 
Net income — diluted
    .78       .69  
 
Cash dividends
    .245       .229  
 
Book value
    19.74       19.45  
 
Market price
    51.67       45.90  
Selected Ratios
               
(Based on average balance sheets)
               
 
Loans to deposits
    83.32 %     79.45 %
 
Non-interest bearing deposits to total deposits
    5.53       7.34  
 
Equity to loans
    14.77       16.85  
 
Equity to deposits
    12.31       13.38  
 
Equity to total assets
    9.71       10.01  
 
Return on total assets
    1.57       1.44  
 
Return on total stockholders’ equity
    16.14       14.35  

16


 

                   
 
    Three Months Ended
    March 31
     
    2006   2005
 
(Based on end-of-period data)
               
 
Efficiency ratio*
    61.66 %     62.22 %
 
Tier I capital ratio
    11.97       12.09  
 
Total capital ratio
    13.36       13.45  
 
Leverage ratio
    9.43       9.46  
 
The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of net interest income and non-interest income (excluding net securities gains/losses)
Results of Operations
Summary
                                 
 
    Three Months Ended   Increase
    March 31   (decrease)
         
(Dollars in thousands)   2006   2005   Amount   Percent
 
Net interest income
  $ 123,735     $ 121,477     $ 2,258       1.9 %
Provision for loan losses
    (4,432 )     (2,368 )     2,064       87.2  
Non-interest income
    89,448       80,691       8,757       10.9  
Non-interest expense
    (129,961 )     (123,922 )     6,039       4.9  
Income taxes
    (25,846 )     (26,032 )     (186 )     (.7 )
 
Net income
  $ 52,944     $ 49,846     $ 3,098       6.2 %
 
      For the quarter ended March 31, 2006, net income amounted to $52.9 million, an increase of $3.1 million, or 6.2%, over the first quarter of the previous year. For the current quarter, the annualized return on average assets was 1.57%, the annualized return on average equity was 16.14%, and the efficiency ratio was 61.66%. The increase in net income over the first quarter of last year resulted mainly from an increase in net interest income of 1.9%, while non-interest income, excluding net securities gains, grew by 12.9%. Additionally, the provision for loan losses was $4.4 million for the quarter, while non-interest expense grew by 4.9%. Diluted earnings per share was $.78, an increase of 13.0% over $.69 per share in the first quarter of 2005.
      On April 4, 2006, Commerce Bank, N.A., (Missouri) (the Bank) a subsidiary of the Company, entered into an agreement with Boone National Savings and Loan Association (Boone) whereby the Bank will acquire the banking businesses of Boone. Boone operates four branches in Columbia, Missouri, and loan production offices in Ashland and Lake Ozark, Missouri. Under the terms of the agreement, the Bank will acquire loans and deposits of approximately $132 million and $108 million, respectively, assume other liabilities of approximately $30 million, and will pay a purchase price premium of approximately $16 million. Pending regulatory approval, the transaction is expected to close in July 2006.
      On April 13, 2006, the Company and West Pointe Bancorp, Inc. signed a definitive merger agreement in which West Pointe will merge with the Company in a transaction valued at $80.9 million in stock and cash. Simultaneously, West Pointe’s wholly-owned subsidiary, West Pointe Bank And Trust Company, will merge into the Bank. The Company’s acquisition of West Pointe will add approximately $477 million in assets (including $256 million in loans), $402 million in deposits, and five branch locations and 25 ATMs in St. Clair County, Illinois (Southwestern Illinois region of Metropolitan St. Louis).

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      Under terms of the agreement, shareholders of West Pointe will be entitled to elect to receive either cash or stock, with the cash portion of the transaction not to exceed 25% of the total consideration. Elections will be subject to proration procedures. It is anticipated that the transaction will be completed either late in the third quarter or in the fourth quarter of 2006, pending regulatory approvals and certain closing conditions. As part of the transaction, West Pointe has granted the Company an option to purchase 19.9% of its common stock under certain conditions.
Net Interest Income
      The following table summarizes the changes in net interest income on a fully taxable equivalent basis, by major category of interest earning assets and interest bearing liabilities, identifying changes related to volumes and rates. Changes not solely due to volume or rate changes are allocated to rate.
Analysis of Changes in Net Interest Income
                             
 
    Three Months Ended
    March 31, 2006 vs. 2005
     
    Change due to    
         
    Average   Average    
(In thousands)   Volume   Rate   Total
 
Interest income, fully taxable equivalent basis:
                       
Loans
  $ 9,199     $ 22,251     $ 31,450  
Investment securities:
                       
 
U.S. government and federal agency securities
    (4,871 )     452       (4,419 )
 
State and municipal obligations
    2,137       (43 )     2,094  
 
Mortgage and asset-backed securities
    (5,295 )     2,393       (2,902 )
 
Other securities
    (15 )     1,279       1,264  
 
   
Total interest on investment securities
    (8,044 )     4,081       (3,963 )
 
Federal funds sold and securities purchased under agreements to resell
    160       879       1,039  
 
Total interest income
    1,315       27,211       28,526  
 
Interest expense:
                       
Deposits:
                       
 
Savings
    (15 )     214       199  
 
Interest checking and money market
    (296 )     9,247       8,951  
 
Time open & C.D.’s of less than $100,000
    1,341       4,998       6,339  
 
Time open & C.D.’s of $100,000 and over
    1,930       4,905       6,835  
 
   
Total interest on deposits
    2,960       19,364       22,324  
 
Federal funds purchased and securities sold under agreements to repurchase
    (2,958 )     6,121       3,163  
Other borrowings
    (910 )     855       (55 )
 
Total interest expense
    (908 )     26,340       25,432  
 
Net interest income, fully taxable equivalent basis
  $ 2,223     $ 871     $ 3,094  
 
      Net interest income for the first quarter of 2006 was $123.7 million, a 1.9% increase over the first quarter of 2005. The increase in net interest income was the result of higher rates earned on loans coupled with loan growth, partially offset by an increase in rates incurred on interest bearing deposits and short-term borrowings. Additionally, net interest income was decreased due to a reduction in investment securities income resulting from lower average balances, partially offset by higher rates earned. The net interest rate margin was 3.97% for the first quarter of 2006, compared to 3.79% in the first quarter of 2005 and 3.97% in the fourth quarter of 2005.
      Total interest income increased $27.8 million, or 17.3%, over the first quarter of 2005. The increase was the result of a 100 basis point increase in rates earned on loans and a $646.2 million increase in

18


 

average loan balances. The growth in average loans occurred mainly due to increases of $296.2 million in business loans and $213.1 million in business real estate loans. The increase in rates earned on loans contributed a $22.3 million increase in tax equivalent income in the first quarter of 2006. The rate increase was a result of a 200 basis point rate increase initiated by the Federal Reserve throughout 2005 and an additional 50 basis point increase initiated by the Federal Reserve in the first quarter of 2006. The increase in interest income earned on loans was partially offset by decreases in interest income on investment securities primarily due to a reduction in average balances of investment securities. Compared to the first quarter of 2005, investment securities declined on average by $957.9 million as maturities and pay downs were used to fund loan growth and reduce borrowings. This resulted in a decrease in tax equivalent interest income from securities of $8.0 million, which was partially offset by a 54 basis point increase in the average rate earned. The average tax equivalent yield on interest earning assets was 6.03% in the first quarter of 2006 compared to 5.02% in the first quarter of 2005.
      Total interest expense increased $25.5 million, or 64.8%, compared to the first quarter of 2005, primarily due to an 84 basis point increase in average rates paid on interest bearing deposits coupled with an increase in average balances. Certificates of deposit of less than $100,000 increased $216.5 million in average balances and incurred a 108 basis point increase in the average interest rate, resulting in an increase to interest expense of approximately $6.3 million. The average balance of certificates of deposit of $100,000 and over increased $307.1 million and the average interest rate increased 153 basis points, resulting in an increase in interest expense of $6.8 million. The increase in the average balance of certificates of deposit was a result of various campaigns and strategies to raise deposits to fund loan growth and reduce borrowings. Additionally, a 55 basis point increase in average rates paid on interest checking and money market accounts resulted in an increase in interest expense of approximately $9.2 million. Average balances of federal funds purchased and securities sold under agreements to repurchase decreased $428.2 million in the first quarter of 2006 compared to the first quarter of 2005, and incurred a 185 basis point increase in the interest rates. This resulted in a net increase of $3.2 million in interest expense. Increases in rates incurred on interest bearing liabilities were a result of the rate increases initiated by the Federal Reserve discussed above. Average rates incurred on all interest bearing liabilities increased to 2.25% in the first quarter of 2006 compared to 1.36% in the first quarter of 2005.
      Summaries of average assets and liabilities and the corresponding average rates earned/paid appear on the last page of this discussion.
Non-Interest Income
                                 
 
    Three Months    
    Ended March 31   Increase (decrease)
         
(Dollars in thousands)   2006   2005   Amount   Percent
 
Deposit account charges and other fees
  $ 27,497     $ 24,301     $ 3,196       13.2 %
Bank card transaction fees
    21,708       19,507       2,201       11.3  
Trust fees
    17,819       16,394       1,425       8.7  
Trading accounts profits and commissions
    2,565       2,614       (49 )     (1.9 )
Consumer brokerage services
    2,389       2,825       (436 )     (15.4 )
Loan fees and sales
    3,743       3,440       303       8.8  
Investment securities gains, net
    2,403       3,612       (1,209 )     (33.5 )
Other
    11,324       7,998       3,326       41.6  
 
Total non-interest income
  $ 89,448     $ 80,691     $ 8,757       10.9 %
 
Non-interest as a % of total revenue*
    41.3 %     38.8 %                
Total revenue per full-time equivalent employee
  $ 43.3     $ 41.1                  
 
Total revenue is calculated as net interest income plus non-interest income, excluding net securities gains/losses.

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     For the first quarter of 2006, total non-interest income amounted to $89.4 million compared with $80.7 million in the same quarter last year, which was an increase of $8.8 million, or 10.9%. Excluding net securities gains, non-interest income grew 12.9% over the same period last year. This growth over last year was mainly the result of higher deposit account fees, bank card fees and trust fee income. Deposit account fees in the first quarter of 2006 increased $3.2 million, or 13.2%, over the same quarter last year as a result of growth in deposit account overdraft fees, which grew $3.7 million, or 23.6%, this year. This growth over last year was the result of increasing transaction volumes during the year and pricing changes initiated in the third quarter of 2005. Offsetting this growth was a slight decline in corporate cash management fee income which continues to be affected by an increasing interest rate environment. Bank card fees for the quarter increased $2.2 million, or 11.3%, over the same period last year, primarily resulting from higher fees earned on debit, credit and corporate card transactions, which grew by 19.3%, 4.6% and 33.4%, respectively. Trust fees for the quarter increased $1.4 million, or 8.7%, compared to the same period last year mainly as a result of higher fees on both personal and institutional trust accounts. Bond trading income decreased slightly, while consumer brokerage services revenue declined $436 thousand, or 15.4%, mainly due to lower fixed annuity commissions. Loan fees and sales revenue increased $303 thousand, or 8.8%, mainly due to gains on the sales of student loans, which totaled $2.7 million in the first quarter of 2006 and compares with $2.3 million in the same period last year. Other non-interest income for the quarter included income from leasing activities which grew $1.1 million over the same quarter last year, and the receipt of $1.2 million in non-recurring income from a parent company equity investment.
      Net securities gains in the first quarter of 2006 amounted to $2.4 million compared with net securities gains of $3.6 million in the same period last year. The current quarter gains related entirely to realized gains and fair value adjustments on certain private equity investments held by the Company’s majority-owned venture capital subsidiaries. Minority interest pertaining to this income totaled $714 thousand and was reported in other non-interest expense. There were no other realized gains or losses on the Company’s investment securities portfolio.
Non-Interest Expense
                                 
 
    Three Months Ended    
    March 31   Increase (decrease)
         
(Dollars in thousands)   2006   2005   Amount   Percent
 
Salaries and employee benefits
  $ 71,725     $ 70,180     $ 1,545       2.2 %
Net occupancy
    10,977       9,778       1,199       12.3  
Equipment
    5,949       5,691       258       4.5  
Supplies and communication
    8,393       8,213       180       2.2  
Data processing and software
    12,393       11,455       938       8.2  
Marketing
    4,318       3,862       456       11.8  
Other
    16,206       14,743       1,463       9.9  
 
Total non-interest expense
  $ 129,961     $ 123,922     $ 6,039       4.9 %
 
      Non-interest expense for the first quarter of 2006 amounted to $130.0 million, an increase of $6.0 million, or 4.9%, compared with $123.9 million recorded in the first quarter of last year. Compared with the first quarter of last year, salaries and benefits expense increased $1.5 million, or 2.2%, mainly due to normal merit increases, higher incentives, payroll taxes and medical insurance costs. Full-time equivalent employees increased to 4,863 at March 31, 2006 compared to 4,836 at March 31, 2005. In the first quarter of previous years, the Company’s practice was to grant stock options to certain Company employees. This year, the Company issued stock appreciation rights with a slightly longer vesting period. This vesting change, combined with the adoption of FAS 123R estimated forfeiture accounting requirements, resulted in a reduction in stock-based compensation of $2.0 million. FAS 123R is discussed further in the Stock-Based Compensation note to the consolidated financial statements. Occupancy costs grew $1.2 million, or 12.3%, over the same period last year, mainly as a result of additional depreciation expense on two new office buildings and an impairment charge on a branch that is expected to be sold. Data processing and software costs increased $938 thousand, or 8.2%, mainly as a result of higher costs for bank card and online banking

20


 

processing fees. Smaller increases occurred in costs for equipment, supplies and communication, and marketing. Other non-interest expense increased $1.5 million, or 9.9%, over the same quarter last year primarily due to increases in travel and entertainment costs, charitable contributions and minority interest expense on venture capital investment gains.
Provision and Allowance for Loan Losses
                           
 
    Three Months Ended
     
(Dollars in thousands)   Mar. 31, 2006   Mar. 31, 2005   Dec. 31, 2005
 
Provision for loan losses
  $ 4,432     $ 2,368     $ 11,980  
 
Net loan charge-offs (recoveries):
                       
 
Business
    (1,081 )     (2,621 )     (480 )
 
Credit card
    3,748       4,597       8,506  
 
Personal banking*
    1,649       1,948       3,541  
 
Real estate
    (255 )     (206 )     260  
 
Overdrafts
    350       84       1,012  
 
Total net loan charge-offs
  $ 4,411     $ 3,802     $ 12,839  
 
Annualized total net charge-offs as a percentage of average loans
    .20 %     .18 %     .58 %
 
Includes consumer, student and home equity loans
     The Company has an established process to determine the amount of the allowance for loan losses, which assesses the risks and losses inherent in its portfolio. The Company combines estimates of the reserves needed for loans evaluated on an individual basis for impairment with estimates of the reserves needed for pools of loans with similar risk characteristics. This process to determine reserves uses such tools as the Company’s “watch loan list” and actual loss experience to identify both individual loans and pools of loans and the amount of reserves that are needed. Additionally, management determines the amount of reserves necessary to offset credit risk issues associated with loan concentrations, economic uncertainties, industry concerns, adverse market changes in estimated or appraised collateral values, and other subjective factors.
      In using this process and the information available, management must consider various assumptions and exercise considerable judgment to determine the overall level of the allowance for loan losses. Because of these subjective factors, actual outcomes of inherent losses can differ from original estimates. The process of determining adequate levels of the allowance for loan losses is subject to regular review by the Company’s Credit Administration personnel and outside regulators.
      Net loan charge-offs were $4.4 million in the first three months of 2006, compared to $12.8 million in the fourth quarter of 2005 and $3.8 million in the first quarter of 2005. Total annualized net charge-offs for the first three months of 2006 were .20% of total average loans, compared to ..58% in the fourth quarter of 2005 and .18% in the first quarter of 2005. Compared to the fourth quarter of 2005, net charge-offs were down this quarter due to a decrease in personal banking and credit card loan net charge-offs and an increase in business loan recoveries.
      For the first quarter of 2006, net charge-offs on average credit card loans amounted to 2.63%, compared with 6.02% in the fourth quarter of 2005 and 3.41% in the first quarter of 2005. Personal banking loan net charge-offs amounted to .32% of average personal banking loans this quarter compared to .68% in the fourth quarter of 2005 and .39% in the first quarter of 2005. Consistent with industry trends, higher charge-off levels occurred in the fourth quarter of 2005 in personal banking and credit card loans when the new bankruptcy legislation took effect.

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      The provision for loan losses was $4.4 million in the first three months of 2006, compared to $2.4 million in the same period in 2005 and $12.0 million in the fourth quarter of 2005. The amount of the provision to expense in each quarter was determined by management’s review and analysis of the adequacy of the allowance for loan losses, involving all the activities and factors described above regarding that process. For comparative purposes, the provision in the first quarter of 2006 was $2.1 million higher than in the first quarter of 2005, but $7.5 million lower than the provision in the fourth quarter of 2005. For a similar comparison of net charge-offs, first quarter 2006 was $609 thousand higher than first quarter of 2005, but $8.4 million lower than net charge-offs during the fourth quarter of 2005. The increased expense in the fourth quarter of 2005 was greatly influenced by the high volume of bankruptcies experienced in that period, as discussed above.
      The allowance for loan losses at March 31, 2006 was $128.5 million, or 1.41% of total outstanding loans compared to $128.4 million, or 1.44%, at December 31, 2005 and $131.0 million, or 1.56%, at March 31, 2005. The decrease in the allowance for loan losses at March 31, 2006 compared to March 31, 2005 is a result of increased credit quality. The Company considers the allowance for loan losses adequate to cover losses inherent in the loan portfolio at March 31, 2006.
Risk Elements of Loan Portfolio
      The following table presents non-performing assets and loans which are past due 90 days and still accruing interest. Non-performing assets include non-accruing loans and foreclosed real estate. Loans are placed on non-accrual status when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment. Loans that are 90 days past due as to principal and/or interest payments are generally placed on non-accrual, unless they are both well-secured and in the process of collection, or they are 1-4 family first mortgage loans or consumer loans that are exempt under regulatory rules from being classified as non-accrual.
                         
 
    March 31   March 31   December 31
(Dollars in thousands)   2006   2005   2005
 
Non-accrual loans
  $ 8,750     $ 17,333     $ 9,845  
Foreclosed real estate
    1,870       1,262       1,868  
 
Total non-performing assets
  $ 10,620     $ 18,595     $ 11,713  
 
Non-performing assets to total loans
    .12 %     .22 %     .13 %
Non-performing assets to total assets
    .08 %     .13 %     .08 %
 
Loans past due 90 days and still accruing interest
  $ 15,288     $ 15,972     $ 14,088  
 
      Non-accrual loans, which are also considered impaired, totaled $8.8 million at March 31, 2006, and declined $8.6 million from March 31, 2005 and $1.1 million from December 31, 2005. The decline from March 31, 2005 was the result of decreases occurring in 2005 in non-accrual business real estate, business and lease-related loans. The decline from December 31, 2005 resulted mainly from a decrease in business and lease-related non-accrual loans. Lease-related loans comprised 27.8% of the March 31, 2006 non-accrual loan total, with the remainder primarily relating to other business loans (27.6%) and business real estate loans (34.2%).
      Total loans past due 90 days or more and still accruing interest amounted to $15.3 million as of March 31, 2006, which was $684 thousand lower than at March 31, 2005 and $1.2 million higher than at December 31, 2005. The increase in the past due totals at March 31, 2006 compared to December 31, 2005 resulted from growth of $763 thousand in credit card loan delinquencies and $349 thousand in business loan delinquencies.
      In addition to the non-accrual loans mentioned above, the Company also has identified loans for which management has concerns about the ability of the borrowers to meet existing repayment terms. They are primarily classified as substandard for regulatory purposes. The loans are generally secured by either real estate or other borrower assets, reducing the potential for loss should they become non-performing. Although these loans are generally identified as potential problem loans, they may never become non-

22


 

performing. These loans totaled $46.5 million at March 31, 2006 compared with $52.8 million at December 31, 2005 and $68.9 million at March 31, 2005. The lower balance at March 31, 2006 resulted primarily from customer payments or from changes in credit grade.
Income Taxes
      Income tax expense was $25.8 million in the first quarter of 2006, compared to $20.2 million in the fourth quarter of 2005 and $26.0 million in the first quarter of 2005. The effective income tax rate on income from operations was 32.8% in the first quarter of 2006, compared with 26.4% in the fourth quarter of 2005 and 34.3% in the first quarter of 2005. The effective tax rate was lower in the first quarter of 2006 compared to the same period in the previous year because of earnings on higher average balances in state and municipal investment securities, coupled with higher levels of income from the Company’s real estate investment trust subsidiaries, which are not taxable in some states.
Financial Condition
Balance Sheet
      Total assets of the Company were $13.7 billion at March 31, 2006 compared to $13.9 billion at December 31, 2005. Earning assets amounted to $12.8 billion at both March 31, 2006 and December 31, 2005, and at March 31, 2006 consisted of 72% loans and 28% investment securities.
      During the first quarter of 2006, average loans increased $223.1 million, or 2.5%, compared with the previous quarter, and were up $646.2 million, or 7.7%, compared to the same period last year. Compared to the fourth quarter of 2005, average business (includes commercial, lease and tax-free) and business real estate loans grew by $106.3 million and $94.4 million, respectively, as a result of both new business and additional borrowings from existing customers. Offsetting this growth was a decrease in average construction loans of $41.3 million due to pay downs or transfers to permanent status. Average student loans increased $34.8 million due to seasonal borrowing activity. Average credit card loans increased from the previous quarter by $17.0 million, but average personal real estate loans decreased from the previous quarter by $2.3 million due to a decline in loan originations.
      Available for sale investment securities, excluding fair value adjustments, decreased on average $347.6 million, or 9.0%, this quarter compared with the previous quarter. Investment securities continue to decrease as maturities and pay downs are used to fund loan growth. Purchases of available for sale investment securities during the current quarter totaled $57.9 million, and consisted of $20.5 million in treasury and agency securities and $31.2 million in tax free municipal obligations.
      Total average deposits grew by $339.5 million, or 3.2%, during the first quarter of 2006 compared to the fourth quarter of last year, and were up 2.7% compared to the same period last year. The increase over the fourth quarter of last year was the result of growth in certificates of deposit, primarily in jumbo certificates of deposit.
      During the first quarter of 2006, average borrowings decreased $416.5 million from the previous quarter, primarily due to a decrease in federal funds purchased of $417.9 million, or 36.8%, and a decrease in Federal Home Loan advances of $63.7 million, or 20.7%. The growth in deposits coupled with the decline in investment securities provided the liquidity to reduce this debt.
Liquidity and Capital Resources
Liquidity Management
      The Company’s most liquid assets are comprised of available for sale marketable investment securities, federal funds sold, and securities purchased under agreements to resell (resale agreements). Federal funds sold and resale agreements totaled $89.4 million at March 31, 2006. These investments normally have overnight maturities and are used for general daily liquidity purposes. The fair value of the available for sale investment portfolio was $3.4 billion at March 31, 2006, and included an unrealized loss of $23.0 million. The portfolio includes maturities of approximately $610 million over the next 12 months,

23


 

which offer substantial resources to meet either new loan demand or reductions in the Company’s deposit funding base. The Company pledges portions of its investment securities portfolio to secure public fund deposits, securities sold under agreements to repurchase, trust funds, and borrowing capacity at the Federal Reserve. At March 31, 2006, total investment securities pledged for these purposes comprised 67% of the total investment portfolio, leaving $1.2 billion of unpledged securities.
                           
 
    March 31   March 31   December 31
(In thousands)   2006   2005   2005
 
Liquid assets:
                       
 
Federal funds sold
  $ 64,385     $ 179,107     $ 108,862  
 
Securities purchased under agreements to resell
    25,000             20,000  
 
Available for sale investment securities
    3,401,823       4,442,210       3,667,901  
 
 
Total
  $ 3,491,208     $ 4,621,317     $ 3,796,763  
 
      Liquidity is also available from the Company’s large base of core customer deposits, defined as demand, interest checking, savings, and money market deposit accounts. At March 31, 2006, such deposits totaled $7.9 billion and represented 70.5% of the Company’s total deposits. These core deposits are normally less volatile and are often tied to other products of the Company through long lasting relationships. Time open and certificates of deposit of $100,000 and over totaled $1.4 billion at March 31, 2006. These accounts are normally considered more volatile and higher costing, but comprise just 12.2% of total deposits at March 31, 2006.
                           
 
    March 31   March 31   December 31
(In thousands)   2006   2005   2005
 
Core deposit base:
                       
 
Non-interest bearing demand
  $ 1,418,387     $ 1,347,994     $ 1,399,934  
 
Interest checking
    464,597       438,419       511,583  
 
Savings and money market
    5,985,234       6,113,750       5,978,743  
 
 
Total
  $ 7,868,218     $ 7,900,163     $ 7,890,260  
 
      Other important components of liquidity are the level of borrowings from third party sources and the availability of future credit. The Company’s outside borrowings are comprised of federal funds purchased, securities sold under agreements to repurchase, and longer-term debt. Federal funds purchased and securities sold under agreements to repurchase are generally borrowed overnight, and amounted to $901.9 million at March 31, 2006. Federal funds purchased are obtained mainly from upstream correspondent banks with whom the Company maintains approved lines of credit, while securities sold under agreements to repurchase are comprised of non-insured customer funds secured by a portion of the Company’s investment portfolio. The Company’s long-term debt is relatively small compared to the Company’s overall liability position. It is comprised mainly of advances from the Federal Home Loan Bank of Des Moines (FHLB), which totaled $241.7 million at March 31, 2006. Most of these advances have floating rates and mature in 2006. Other outstanding long-term borrowings relate mainly to the Company’s leasing and venture capital operations.
                           
 
    March 31   March 31   December 31
(In thousands)   2006   2005   2005
 
Borrowings:
                       
 
Federal funds purchased
  $ 438,879     $ 1,225,070     $ 849,504  
 
Securities sold under agreements to repurchase
    463,044       341,844       476,923  
 
FHLB advances
    241,733       366,886       251,776  
 
Subordinated debentures
    4,000       4,000       4,000  
 
Other long-term debt
    12,789       17,442       13,614  
 
Other short-term debt
    94              
 
 
Total
  $ 1,160,539     $ 1,955,242     $ 1,595,817  
 

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      In addition to those mentioned above, several other sources of liquidity are available. The Company believes that its sound debt ratings of A-1 from Standard & Poor’s and Prime-1 from Moody’s would ensure the ready marketability of its commercial paper, should the need arise. No commercial paper has been issued or outstanding during the past ten years. In addition, the Company has temporary borrowing capacity at the Federal Reserve discount window, for which it has pledged $335.7 million in loans and $796.8 million in investment securities. Also, because of its lack of significant long-term debt, the Company believes that it could generate additional liquidity through its Capital Markets Group from sources such as jumbo certificates of deposit or privately placed debt offerings. Future financing could also include the issuance of common or preferred stock.
      Cash and cash equivalents (defined as “Cash and due from banks” and “Federal funds sold and securities purchased under agreements to resell” as segregated in the accompanying balance sheets) was $573.8 million at March 31, 2006 compared to $674.1 million at December 31, 2005. The $100.3 million decline resulted from changes in the various cash flows resulting from the operating, investing and financing activities of the Company, as shown in the accompanying statement of cash flows for March 31, 2006. The cash flow provided by operating activities is considered a very stable source of funds and consists mainly of net income adjusted for certain non-cash items. Operating activities provided cash flow of $112.4 million during the current quarter. Investing activities, consisting mainly of purchases, sales and maturities of available for sale securities and changes in the level of the loan portfolio, used cash of $9.7 million. Most of the cash outflow was due to a $243.3 million increase in the loan portfolio and $66.4 million in purchases of investment securities, partly offset by $307.6 million in proceeds from sales and maturities of investment securities. Financing activities used cash of $203.0 million, mainly due to a $424.5 million decrease in overnight borrowings. In addition, cash of $51.1 million was required by the Company’s treasury stock repurchase program. These cash outflows were partly offset by a $295.2 million increase in deposits. Future short-term liquidity needs arising from daily operations are not expected to vary significantly, and the Company believes it will be able to meet these cash flow needs.
Capital Management
      The Company maintains strong regulatory capital ratios, including those of its principal banking subsidiaries, which exceed the well-capitalized guidelines under federal banking regulations. Information about the Company’s risk-based capital is shown below:
                         
 
    Minimum Ratios
    for Well-
    March 31   December 31   Capitalized
(Dollars in thousands)   2006   2005   Banks
 
Risk-adjusted assets
  $ 10,752,849     $ 10,611,322          
Tier I capital
    1,287,026       1,295,898          
Total capital
    1,436,277       1,446,408          
Tier I capital ratio
    11.97 %     12.21 %     6.00 %
Total capital ratio
    13.36 %     13.63 %     10.00 %
Leverage ratio
    9.43 %     9.43 %     5.00 %
 
      The Company maintains a treasury stock buyback program, and in October 2005 was authorized by the Board of Directors to repurchase up to 5,000,000 shares of its common stock. The Company has routinely used these shares to fund its annual 5% stock dividend and various stock compensation programs. During the quarter ended March 31, 2006 the Company purchased 1,013,923 shares of treasury stock at an average cost of $50.41 per share. At March 31, 2006, 3,074,293 shares remained available for purchase under the current Board authorization.
      The Company’s common stock dividend policy reflects its earnings outlook, desired payout ratios, the need to maintain adequate capital levels, and alternative investment options. The Company increased its per share cash dividend to $.245 in the first quarter of 2006, an increase of 7% compared to the fourth quarter of 2005, making 2006 the 38th consecutive year of per share dividend increases.

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Commitments and Off-Balance Sheet Arrangements
      Various commitments and contingent liabilities arise in the normal course of business which are not required to be recorded on the balance sheet. The most significant of these are loan commitments, which at March 31, 2006 totaled $7.0 billion (including approximately $3.4 billion in unused approved credit card lines). In addition, the Company enters into standby and commercial letters of credit. These contracts amounted to $423.7 million and $19.4 million, respectively, at March 31, 2006. Since many commitments expire unused or only partially used, these totals do not necessarily reflect future cash requirements. The carrying value of the guarantee obligations associated with the standby letters of credit, which has been recorded as a liability on the balance sheet, amounted to $6.3 million at March 31, 2006. Management does not anticipate any material losses arising from commitments and contingent liabilities and believes there are no material commitments to extend credit that represent risks of an unusual nature.
      The Company periodically purchases various state tax credits arising from third-party property redevelopment. Most of the tax credits are resold to third parties, although some are retained for use by the Company. During the first three months of 2006, purchases and sales of tax credits amounted to $7.8 million and $8.1 million, respectively, and at March 31, 2006, outstanding purchase commitments totaled $58.7 million. The Company has additional funding commitments arising from several investments in private equity concerns, classified as non-marketable investment securities in the accompanying consolidated balance sheets, amounting to $3.0 million at March 31, 2006. The Company also has unfunded commitments relating to its investments in low-income housing partnerships, which amounted to $2.2 million at March 31, 2006.
Segment Results
      The table below is a summary of segment pre-tax income results for the first three months of 2006 and 2005. Please refer to Note 10 in the notes to the consolidated financial statements for additional information about the Company’s operating segments.
                                   
 
    Three Months Ended    
    March 31   Increase (decrease)
         
(Dollars in thousands)   2006   2005   Amount   Percent
 
Consumer
  $ 55,818     $ 39,173     $ 16,645       42.5 %
Commercial
    34,486       32,351       2,135       6.6  
Money management
    8,598       7,252       1,346       18.6  
 
 
Total segments
    98,902       78,776       20,126       25.5  
Other/elimination
    (20,112 )     (2,898 )     (17,214 )     (594.0 )
 
Income before income taxes
  $ 78,790     $ 75,878     $ 2,912       3.8 %
 
      For the three months ended March 31, 2006, income before income taxes for the Consumer segment increased $16.6 million, or 42.5%. The growth was mainly due to an $11.9 million, or 15.4%, increase in net interest income and a $5.7 million increase in non-interest income. The increase in net interest income resulted mainly from a $29.4 million increase in allocated funding credits assigned to the Consumer segment deposit portfolio, which more than offset growth of $16.8 million in deposit interest expense. The rising interest rate environment assigns a greater value, and thus income, to customer deposits in this segment. The increase in non-interest income resulted mainly from increases in bank card fees (primarily debit card and corporate card) and overdraft and return item charges. Non-interest expense grew $1.9 million, or 2.7%, over the previous year due to higher salaries expense, loan servicing costs, corporate marketing expense, and assigned processing costs. These increases were partly offset by a decline in corporate management fees. Net loan charge-offs declined $961 thousand, mainly relating to credit card loans.
      For the three months ended March 31, 2006, income before taxes for the Commercial segment increased $2.1 million, or 6.6%, compared to the same period in the previous year. Most of the increase was due to a $3.3 million, or 7.2%, increase in net interest income and a $1.1 million increase in non-interest

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income. Included in net interest income were higher allocated funding credits, which increased for the same reasons as mentioned in the Consumer segment above. Also, while interest on loans grew by $21.5 million, this growth was offset by higher assigned funding costs. Non-interest income increased as a result of higher operating lease-related income. Non-interest expense increased $754 thousand, or 2.2%, largely due to higher salaries expense, partly offset by declines in loan servicing costs and the provision for off-balance sheet credit exposures. Net loan recoveries were $1.2 million in the first three months of 2006, compared to net recoveries of $2.8 million in the first three months of 2005.
      Money Management segment pre-tax profitability for the three months ended March 31, 2006 increased $1.3 million, or 18.6% over the previous year mainly due to higher non-interest income, which was up $1.6 million, or 7.7%, mainly in trust fees. Net interest income increased $686 thousand over the prior year largely due to higher assigned funding credits assigned to the deposit portfolio of this segment. Non-interest expense increased $897 thousand mainly due to higher salaries expense and proprietary mutual fund expense subsidies.
      As shown in the table above, the pre-tax profitability in the Other/ Elimination category decreased $17.2 million in the first three months of 2006 compared to the same period in 2005. This decrease was mainly the result of higher cost of funds charges assigned to this category related to investment securities.
Impact of Recently Issued Accounting Standards
      In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123 (revised), “Share-Based Payment”. The revision requires entities to recognize the cost in their statements of income of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards. The Statement requires several accounting changes in the areas of award modifications and forfeitures. It contains additional guidance in several areas, including measuring fair value, classifying an award as equity or as a liability, and attributing compensation cost to reporting periods. For calendar year companies, the Statement was effective January 1, 2006. The Company implemented provisions of the original Statement 123 beginning in 2003 and has recorded the cost of stock-based awards in its statements of income. The Company’s adoption of Statement 123 (revised) is further discussed in the Stock-Based Compensation note to the consolidated financial statements, and did not have a material effect on its consolidated financial statements in 2006.
      In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections”. The Statement changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. The Statement carries forward previously issued guidance on reporting changes in accounting estimate (which shall be accounted for in the period of change and future periods, if affected) and errors in previously issued financial statements (which shall be reported as a prior period adjustment by restating the prior period financial statements). For calendar year companies, the Statement was effective for accounting changes and corrections of errors made after January 1, 2006. The Company’s adoption of the Statement did not have a material effect on its consolidated financial statements.
      In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and 140”. The Statement permits fair value remeasurement for certain hybrid financial instruments containing embedded derivatives, and clarifies the derivative accounting requirements for interest and principal-only strip securities and interests in securitized financial assets. It also clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and eliminates a previous prohibition on qualifying special-purpose entities from holding certain derivative financial instruments. For calendar year companies, the Statement is effective for all financial instruments acquired or issued after January 1,

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2007. The Company does not expect that adoption of the Statement will have a material effect on its consolidated financial statements.
      In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, “Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140”. The Statement specifies under what situations servicing assets and servicing liabilities must be recognized. It requires these assets and liabilities to be initially measured at fair value and specifies acceptable measurement methods subsequent to their recognition. Separate presentation in the financial statements and additional disclosures are also required. For calendar year companies, the Statement is effective beginning January 1, 2007. The Company does not expect that adoption of the Statement will have a material effect on its consolidated financial statements.
      Also in March 2006, the FASB issued Staff Position 85-4-1, which provides initial and subsequent measurement guidance and financial statement presentation and disclosure guidance for investments by third-party investors in life settlement contracts. The investments must be accounted for by either (a) recognizing the initial investment at transaction price plus direct external costs and capitalizing continuing costs, with no gain recognized in earnings until the insured dies, or (b) recognizing the initial investment at transaction price and remeasuring the investment at fair value at each reporting period, with fair value changes recognized in earnings as they occur. For calendar year companies, the guidance in this Staff Position must be applied beginning January 1, 2007. The Company does not expect that adoption of the Staff Position will have a material effect on its consolidated financial statements.

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AVERAGE BALANCE SHEETS – AVERAGE RATES AND YIELDS
Three Months Ended March 31, 2006 and 2005
 
                                                   
    First Quarter 2006   First Quarter 2005
         
        Interest   Avg. Rates       Interest   Avg. Rates
    Average   Income/   Earned/   Average   Income/   Earned/
(Dollars in thousands)   Balance   Expense   Paid   Balance   Expense   Paid
 
ASSETS:
                                               
Loans:
                                               
 
Business(A)
  $ 2,542,482     $ 39,085       6.23 %   $ 2,246,288     $ 27,453       4.96 %
 
Real estate — construction
    441,489       7,624       7.00       442,471       5,664       5.19  
 
Real estate — business
    1,971,197       31,617       6.50       1,758,141       24,083       5.56  
 
Real estate — personal
    1,358,445       18,630       5.56       1,335,024       17,447       5.30  
 
Consumer
    1,288,378       21,545       6.78       1,193,063       18,556       6.31  
 
Home equity
    447,188       7,966       7.22       412,356       5,560       5.47  
 
Student
    359,961       5,177       5.83       410,020       4,355       4.31  
 
Credit card
    577,537       18,576       13.04       546,946       15,652       11.61  
 
Overdrafts
    20,114                   16,297              
 
Total loans
    9,006,791       150,220       6.76       8,360,606       118,770       5.76  
 
Investment securities:
                                               
 
U.S. government & federal agency
    784,754       6,924       3.58       1,374,440       11,343       3.35  
 
State & municipal obligations(A)
    260,162       2,799       4.36       64,506       705       4.43  
 
Mortgage and asset-backed securities
    2,292,834       24,294       4.30       2,847,744       27,196       3.87  
 
Trading securities
    19,012       194       4.15       11,369       102       3.66  
 
Other marketable securities(A)
    193,850       2,496       5.22       217,628       1,680       3.13  
 
Non-marketable securities
    84,007       1,430       6.90       76,853       1,074       5.67  
 
Total investment securities
    3,634,619       38,137       4.26       4,592,540       42,100       3.72  
 
Federal funds sold and securities purchased under agreements to resell
    141,750       1,623       4.64       84,987       584       2.79  
 
Total interest earning assets
    12,783,160       189,980       6.03       13,038,133       161,454       5.02  
 
Less allowance for loan losses
    (128,433 )                     (131,872 )                
Unrealized gain (loss) on investment securities
    (8,744 )                     47,966                  
Cash and due from banks
    480,609                       560,346                  
Land, buildings and equipment, net
    371,538                       353,732                  
Other assets
    208,123                       202,080                  
 
Total assets
  $ 13,706,253                     $ 14,070,385                  
 
LIABILITIES AND EQUITY:
                                               
Interest bearing deposits:
                                               
 
Savings
  $ 383,869       509       .54     $ 403,844       310       .31  
 
Interest checking and money market
    6,660,495       19,098       1.16       6,702,221       10,147       .61  
 
Time open & C.D.’s of less than $100,000
    1,881,277       16,731       3.61       1,664,823       10,392       2.53  
 
Time open & C.D.’s of $100,000 and over
    1,286,151       13,187       4.16       979,011       6,352       2.63  
 
Total interest bearing deposits
    10,211,792       49,525       1.97       9,749,899       27,201       1.13  
 
Borrowings:
                                               
 
Federal funds purchased and securities sold under agreements to repurchase
    1,226,822       12,581       4.16       1,655,050       9,418       2.31  
 
Other borrowings(B)
    260,580       2,786       4.34       388,771       2,841       2.96  
 
Total borrowings
    1,487,402       15,367       4.19       2,043,821       12,259       2.43  
 
Total interest bearing liabilities
    11,699,194       64,892       2.25 %     11,793,720       39,460       1.36 %
 
Non-interest bearing demand deposits
    597,492                       772,869                  
Other liabilities
    79,233                       95,382                  
Stockholders’ equity
    1,330,334                       1,408,414                  
 
Total liabilities and equity
  $ 13,706,253                     $ 14,070,385                  
 
Net interest margin (T/E)
          $ 125,088                     $ 121,994          
 
Net yield on interest earning assets
                    3.97 %                     3.79 %
 
(A) Stated on a tax equivalent basis using a federal income tax rate of 35%.
(B) Interest expense capitalized on construction projects is not deducted from the interest expense shown above.

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Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      Interest rate risk management focuses on maintaining consistent growth in net interest income within Board-approved policy limits. The Company primarily uses earnings simulation models to analyze net interest sensitivity to movement in interest rates. The Company performs monthly simulations which model interest rates movements and risk in accordance with changes to its balance sheet composition. For further discussion of the Company’s market risk, see the Interest Rate Sensitivity section of Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations included in the Company’s 2005 Annual Report on Form 10-K.
      The table below shows the effect that gradual rising and/or falling interest rates over a twelve month period would have on the Company’s net interest income given a static balance sheet.
                                                 
 
    March 31, 2006   March 31, 2005   December 31, 2005
             
    $ Change in   % Change in   $ Change in   % Change in   $ Change in   % Change in
    Net Interest   Net Interest   Net Interest   Net Interest   Net Interest   Net Interest
(Dollars in millions)   Income   Income   Income   Income   Income   Income
 
200 basis points rising
  $ (2.6 )     (.52 )%   $ (8.4 )     (1.69 )%   $ (5.8 )     (1.14 )%
100 basis points rising
    (.2 )     (.04 )     (3.8 )     (.77 )     (1.9 )     (.37 )
100 basis points falling
    (1.5 )     (.29 )     1.4       .30       (1.7 )     (.33 )
200 basis points falling
    (4.9 )     (.96 )     NM       NM       (4.7 )     (.93 )
 
NM – At March 31, 2005, a projection under a 200 basis points falling scenario was not meaningful due to the low interest rate environment at the time.
     The table reflects a slight decrease in the exposure of the Company’s net interest income to rising rates during the first quarter of 2006. As of March 31, 2006, under a 200 basis point rising rate scenario, net interest income is expected to decrease by $2.6 million, compared with a decline of $5.8 million at December 31, 2005 and a decline of $8.4 million at March 31, 2005. Under a 100 basis point increase, as of March 31, 2006 net interest income is expected to decline only slightly compared with declines of $1.9 million at December 31, 2005 and $3.8 million at March 31, 2005. The Company’s exposure to declining rates during the current quarter remained relatively unchanged from the prior quarter, as under a 100 basis point falling rate scenario net interest income would decrease by $1.5 million compared with a $1.7 million decline in the previous quarter, while under a 200 basis point decline, net interest income would decline by $4.9 million compared with $4.7 million in the prior quarter.
      The improvement in overall interest rate risk in the current quarter, as it relates to rising rates, results from a number of factors, including growth in variably priced loans, the continued reduction in the Company’s investment securities portfolio (which is comprised mostly of fixed rate investments) and growth in certificate of deposit accounts with specific terms. Also, the Company was able to reduce its average balance of short-term borrowings this quarter, mainly in federal funds purchased which are impacted by increases in short-term interest rates. The same factors which reduce interest rate risk in a rising rate environment also slightly increase risk in a falling rate environment, as a greater proportion of interest sensitive assets are susceptible to repricing while a greater percentage of deposit accounts have fixed rates and specified maturities. The Company believes that its approach to interest rate risk has appropriately considered its susceptibility to both rising and falling rates and has adopted strategies which minimized impacts to overall interest rate risk.
Item 4. CONTROLS AND PROCEDURES
      An evaluation was performed under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2006. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. There were not any significant changes in the Company’s internal control over

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financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II: OTHER INFORMATION
Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
      The following table sets forth information about the Company’s purchases of its $5 par value common stock, its only class of stock registered pursuant to Section 12 of the Exchange Act.
                                 
 
    Total       Total Number of   Maximum Number
    Number   Average   Shares Purchased   that May Yet Be
    of Shares   Price Paid   as part of Publicly   Purchased Under the
Period   Purchased   per Share   Announced Program   Program
 
January 1 – 31, 2006
    386,792     $ 50.40       386,792       3,701,424  
February 1 – 28, 2006
    620,785     $ 50.40       620,785       3,080,639  
March 1 – 31, 2006
    6,346     $ 51.87       6,346       3,074,293  
 
Total
    1,013,923     $ 50.41       1,013,923       3,074,293  
 
      In October 2005, the Board of Directors approved the purchase of up to 5,000,000 shares of the Company’s common stock. At March 31, 2006, 3,074,293 shares remain available to be purchased under the current authorization.
Item 6. EXHIBITS
      See Index to Exhibits

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SIGNATURES
       Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  Commerce Bancshares, Inc.
  By  /s/ J. Daniel Stinnett
 
 
  J. Daniel Stinnett
  Vice President & Secretary
Date: May 8, 2006
  By  /s/ Jeffery D. Aberdeen
 
 
  Jeffery D. Aberdeen
  Controller
  (Chief Accounting Officer)
Date: May 8, 2006

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INDEX TO EXHIBITS
       31.1 – Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      31.2 – Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      32 – Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

33