Parent Company Condensed Financial Statements

Following are the condensed financial statements of Commerce Bancshares, Inc. (Parent only) for the periods indicated:



Condensed Balance Sheets
	December 31
(In thousands)	2017		2016
Assets
Investment in consolidated subsidiaries:
Bank	$	2,409,098	$	2,246,060
Non-banks	52,479		51,816
Cash	151,607		51
Securities purchased under agreements to resell	—		155,775
Investment securities:
Available for sale	53,285		58,051
Non-marketable	655		718
Note receivable due from bank subsidiary	50,000		—
Advances to subsidiaries, net of borrowings	14,571		5,053
Income tax benefits	8,279		524
Other assets	19,951		17,716
Total assets	$	2,759,925	$	2,535,764
Liabilities and stockholders’ equity
Pension obligation	$	12,407	$	17,158
Other liabilities	30,958		22,823
Total liabilities	43,365		39,981
Stockholders’ equity	2,716,560		2,495,783
Total liabilities and stockholders’ equity	$	2,759,925	$	2,535,764



Condensed Statements of Income
	For the Years Ended December 31
(In thousands)	2017			2016			2015
Income
Dividends received from consolidated bank subsidiary	$	160,002		$	160,002		$	160,001
Earnings of consolidated subsidiaries, net of dividends	147,678			118,704			106,636
Interest and dividends on investment securities	2,099			2,364			2,272
Management fees charged to subsidiaries	30,431			30,965			25,713
Investment securities gains	41,717			1,880			—
Net interest income on advances and note to subsidiaries	514			21			4
Other	3,346			2,720			1,422
Total income	385,787			316,656			296,048
Expense
Salaries and employee benefits	33,714			29,116			22,167
Professional fees	2,036			1,951			1,833
Data processing fees paid to affiliates	3,512			3,226			3,186
Community service	32,093			1,620			991
Other	10,671			9,849			8,278
Total expense	82,026			45,762			36,455
Income tax benefit	(15,622		)	(4,497		)	(4,137		)
Net income	$	319,383		$	275,391		$	263,730



Condensed Statements of Cash Flows
	For the Years Ended December 31
(In thousands)	2017			2016			2015
Operating Activities
Net income	$	319,383		$	275,391		$	263,730
Adjustments to reconcile net income to net cash provided by operating activities:
Earnings of consolidated subsidiaries, net of dividends	(147,678		)	(118,704		)	(106,636		)
Other adjustments, net	(11,268		)	9,541			(1,152		)
Net cash provided by operating activities	160,437			166,228			155,942
Investing Activities
(Increase) decrease in securities purchased under agreements to resell	155,775			(51,335		)	57,210
(Increase) decrease in investment in subsidiaries, net	11			4			(6		)
Proceeds from sales of investment securities	11,006			2,949			—
Proceeds from maturities/pay downs of investment securities	2,295			4,105			3,516
Purchases of investment securities	—			—			(2,500		)
Note receivable due from bank subsidiary	(50,000		)	—			—
(Increase) decrease in advances to subsidiaries, net	(9,518		)	13,507			1,171
Net purchases of building improvements and equipment	(52		)	(3		)	(113		)
Net cash provided by (used in) investing activities	109,517			(30,773		)	59,278
Financing Activities
Purchases of treasury stock	(17,771		)	(39,381		)	(23,176		)
Accelerated share repurchase agreements	—			—			(100,000		)
Issuance of stock under equity compensation plans	(8		)	(6		)	1,914
Cash dividends paid on common stock	(91,619		)	(87,070		)	(84,961		)
Cash dividends paid on preferred stock	(9,000		)	(9,000		)	(9,000		)
Net cash used in financing activities	(118,398		)	(135,457		)	(215,223		)
Increase (decrease) in cash	151,556			(2		)	(3		)
Cash at beginning of year	51			53			56
Cash at end of year	$	151,607		$	51		$	53
Income tax payments (receipts), net	$	(8,991	)	$	(8,958	)	$	1,278

Dividends paid by the Parent to its shareholders were substantially provided from Bank dividends. The Bank may distribute common dividends without prior regulatory approval, provided that the dividends do not exceed the sum of net income for the current year and retained net income for the preceding two years, subject to maintenance of minimum capital requirements. The Parent charges fees to its subsidiaries for management services provided, which are allocated to the subsidiaries based primarily on total average assets. The Parent makes cash advances to its private equity subsidiaries for general short-term cash flow purposes. Advances may be made to the Parent by its subsidiary bank holding company for temporary investment of idle funds. Interest on such advances is based on market rates.

In 2017, the Bank borrowed $50.0 million from the Parent as part of its strategy to reduce FDIC insurance premiums. The note has a rolling 13 month maturity, and the interest rate is a variable rate equal to the one year treasury rate.

For the past several years, the Parent has maintained a $20.0 million line of credit for general corporate purposes with the Bank. The line of credit is secured by investment securities. The Parent has not borrowed under this line during the past three years.

At December 31, 2017, the fair value of available for sale investment securities held by the Parent consisted of investments of $48.7 million in common and preferred stock and $4.6 million in non-agency mortgage-backed securities. The Parent’s unrealized net gain in fair value on its investments was $44.5 million at December 31, 2017. The corresponding net of tax unrealized gain included in the equity category of accumulated other comprehensive income was $27.6 million. Also included in accumulated other comprehensive income was an unrealized net of tax gain in fair value of investment securities held by subsidiaries, which amounted to $6.2 million at December 31, 2017.

During 2017, the Parent contributed appreciated common stock to a charitable foundation and recorded securities gains of $31.1 million and expense of $32.0 million in these transactions. The Parent also sold holdings of the same investment during the fourth quarter of 2017 for a total gain of $10.0 million. The Parent's remaining holdings of this stock, with a fair value of $45.9 million at December 31, 2017, are expected to be redeemed for cash in a third party merger transaction expected to occur in the first six months of 2018. The Company adopted new accounting guidance on January 1, 2018 which reclassified the unrealized gain in fair value on these holdings (net of tax) to retained earnings, as discussed in the Financial Instruments section on page 52.