Forward-Looking Statements
This report may contain "forward-looking statements" that are subject to risks
and uncertainties and include information about possible or assumed future
results of operations. Many possible events or factors could affect the future
financial results and performance of Commerce Bancshares, Inc. and its
subsidiaries (the "Company"). This could cause results or performance to differ
materially from those expressed in the forward-looking statements. Words such as
"expects", "anticipates", "believes", "estimates", variations of such words and
other similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions which are difficult to
predict. Therefore, actual outcomes and results may differ materially from what
is expressed or forecasted in, or implied by, such forward-looking statements.
Readers should not rely solely on the forward-looking statements and should
consider all uncertainties and risks discussed throughout this report.
Forward-looking statements speak only as of the date they are made. The Company
does not undertake to update forward-looking statements to reflect circumstances
or events that occur after the date the forward-looking statements are made or
to reflect the occurrence of unanticipated events. Such possible events or
factors include the risk factors identified in Item 1a Risk Factors and the
following: changes in economic conditions in the Company's market area; changes
in policies by regulatory agencies, governmental legislation and regulation;
fluctuations in interest rates; changes in liquidity requirements; demand for
loans in the Company's market area; changes in accounting and tax principles;
estimates made on income taxes; failure of litigation settlement agreements to
become final in accordance with their terms; and competition with other entities
that offer financial services.
Overview
The Company operates as a super-community bank and offers a broad range of
financial products to consumer and commercial customers, delivered with a focus
on high-quality, personalized service. It is the largest bank holding company
headquartered in Missouri, with its principal offices in Kansas City and St.
Louis, Missouri. Customers are served from 316 locations in Missouri, Kansas,
Illinois, Oklahoma and Colorado and commercial offices throughout the nation's
midsection. A variety of delivery platforms are utilized, including an extensive
network of branches and ATM machines, full-featured online banking, a mobile
application, and a centralized contact center.

The core of the Company's competitive advantage is its focus on the local
markets in which it operates, its offering of competitive, sophisticated
financial products, and its concentration on relationship banking and high-touch
service. In order to enhance shareholder value, the Company targets core revenue
growth. To achieve this growth, the Company focuses on strategies that will
expand new and existing customer relationships, offer opportunities for
controlled expansion in additional markets, utilize improved technology, and
enhance customer satisfaction.


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Various indicators are used by management in evaluating the Company's financial
condition and operating performance. Among these indicators are the following:
•      Net income and earnings per share - Net income attributable to Commerce
       Bancshares, Inc. was $421.2 million, a decrease of 2.8% compared to the
       previous year. The return on average assets was 1.67% in 2019, and the
       return on average common equity was 14.06%. Diluted earnings per share
       decreased 0.6% in 2019 compared to 2018.


•      Total revenue - Total revenue is comprised of net interest income and
       non-interest income. Total revenue in 2019 increased $20.8 million, or

1.6% over 2018, driven by growth in non-interest income of $23.4 million.

Growth in non-interest income resulted principally from an increase in

trust fees and a one-time gain of $11.5 million resulting from the sale of

our corporate trust business.

• Non-interest expense - Total non-interest expense increased 4.0% this year

compared to 2018, mainly due to higher expense for salaries and benefits.

• Asset quality - Net loan charge-offs totaled $49.7 million in 2019, an

increase of $7.4 million over those recorded in 2018, and averaged .35% of

loans compared to .30% in the previous year. Total non-performing assets,

which include non-accrual loans and foreclosed real estate, amounted to

$10.6 million at December 31, 2019, compared to $13.9 million at December


       31, 2018, and represented .07% of loans outstanding at December 31, 2019.


•      Shareholder return - During 2019, the Company paid cash dividends of $.99

per share on its common stock, representing an increase of 16.1% over the

previous year, and paid dividends of 6% on its preferred stock. In 2019,

the Company issued its 26th consecutive annual 5% common stock dividend,

and in January 2020, the Company's Board of Directors authorized an

increase of 8.9% in the common cash dividend. The Company purchased

4,670,114 shares of treasury stock in 2019. Total shareholder return,

including the change in stock price and dividend reinvestment, was 16.8%,

13.7%, and 9.6% over the past 5, 10, and 15 years, respectively.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes. The historical trends reflected in the financial information presented below are not necessarily reflective of anticipated future results.



Key Ratios
                                           2019      2018      2017      2016      2015
(Based on average balances)
Return on total assets                      1.67 %    1.76 %    1.28 %    1.12 %    1.11 %
Return on common equity                    14.06     16.16     12.46     11.33     11.43
Equity to total assets                     12.20     11.24     10.53     10.16     10.00
Loans to deposits (1)                      71.54     69.27     66.18     63.71     61.44
Non-interest bearing deposits to total
deposits                                   32.03     33.43     34.85     34.67     35.12
Net yield on interest earning assets
(tax equivalent basis)                      3.48      3.53      3.20      3.04      2.94
(Based on end of period data)
Non-interest income to revenue (2)         38.98     37.83     39.88     41.09     41.40
Efficiency ratio (3)                       56.87     55.58     62.18     61.04     61.42
Tier I common risk-based capital ratio
(4)                                        13.93     14.22     12.65     11.62     11.52
Tier I risk-based capital ratio (4)        14.66     14.98     13.41     12.38     12.33
Total risk-based capital ratio (4)         15.48     15.82     14.35     13.32     13.28
Tier I leverage ratio (4)                  11.38     11.52     10.39      9.55      9.23
Tangible common equity to tangible
assets ratio (5)                           10.99     10.45      9.84      

8.66 8.48 Common cash dividend payout ratio 27.52 23.61 29.52 32.69 33.35

(1) Includes loans held for sale.

(2) Revenue includes net interest income and non-interest income.

(3) The efficiency ratio is calculated as non-interest expense (excluding

intangibles amortization) as a percent of revenue.

(4) Risk-based capital information was prepared under Basel III requirements,

which were effective January 1, 2015.

(5) The tangible common equity to tangible assets ratio is a measurement which

management believes is a useful indicator of capital adequacy and

utilization. It provides a meaningful basis for period to period and company

to company comparisons, and also assist regulators, investors and analysts in

analyzing the financial position of the Company. Tangible common equity and

tangible assets are non-GAAP measures and should not be viewed as substitutes


    for, or superior to, data prepared in accordance with GAAP.



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The following table is a reconciliation of the GAAP financial measures of total
equity and total assets to the non-GAAP measures of total tangible common equity
and total tangible assets.
(Dollars in thousands)                    2019           2018           2017           2016           2015
Total equity                         $  3,138,472   $  2,937,149   $  2,718,184   $  2,501,132   $  2,367,418
Less non-controlling interest               3,788          5,851          1,624          5,349          5,428
Less preferred stock                      144,784        144,784        144,784        144,784        144,784
Less goodwill                             138,921        138,921        138,921        138,921        138,921
Less core deposit premium                   1,785          2,316          2,965          3,841          5,031
Total tangible common equity (a)     $  2,849,194   $  2,645,277   $  2,429,890   $  2,208,237   $  2,073,254
Total assets                         $ 26,065,789   $ 25,463,842   $ 24,833,415   $ 25,641,424   $ 24,604,962
Less goodwill                             138,921        138,921        138,921        138,921        138,921
Less core deposit premium                   1,785          2,316          2,965          3,841          5,031
Total tangible assets (b)            $ 25,925,083   $ 25,322,605   $ 24,691,529   $ 25,498,662   $ 24,461,010
Tangible common equity to tangible
assets ratio (a)/(b)                        10.99 %        10.45 %         9.84 %         8.66 %         8.48 %



Selected Financial Data
(In thousands, except per share
data)                                2019           2018           2017           2016           2015
Net interest income             $    821,293   $    823,825   $    733,679   $    680,049   $    634,320
Provision for loan losses             50,438         42,694         45,244         36,318         28,727
Non-interest income                  524,703        501,341        461,263        446,556        422,444
Investment securities gains
(losses), net                          3,626           (488 )       25,051            (53 )        6,320
Non-interest expense                 767,398        737,821        744,343        689,229        650,792
Net income attributable to
Commerce Bancshares, Inc.            421,231        433,542        319,383        275,391        263,730
Net income available to common
shareholders                         412,231        424,542        310,383        266,391        254,730
Net income per common
share-basic*                            3.59           3.61           2.63           2.26           2.11
Net income per common
share-diluted*                          3.58           3.60           2.62           2.26           2.10

Cash dividends on common stock 113,466 100,238 91,619

        87,070         84,961
Cash dividends per common
share*                                  .990           .853           .777           .740           .705

Market price per common share* 67.94 53.69 50.65


        49.94          35.00
Book value per common share*           26.70          23.93          21.89          20.06          18.81
Common shares outstanding*           112,132        116,685        117,543        117,454        118,179
Total assets                      26,065,789     25,463,842     24,833,415     25,641,424     24,604,962
Loans, including held for sale    14,751,626     14,160,992     14,005,072     13,427,192     12,444,299
Investment securities              8,741,888      8,698,666      8,893,307      9,770,986      9,901,680
Deposits                          20,520,415     20,323,659     20,425,446     21,101,095     19,978,853
Long-term debt                         2,418          8,702          1,758        102,049        103,818
Equity                             3,138,472      2,937,149      2,718,184      2,501,132      2,367,418
Non-performing assets                 10,585         13,949         12,664         14,649         29,394

* Restated for the 5% stock dividend distributed in December 2019.







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Results of Operations


                                                                    $ Change                % Change
(Dollars in thousands)      2019        2018        2017       '19-'18     '18-'17      '19-'18   '18-'17
Net interest income      $ 821,293   $ 823,825   $ 733,679   $  (2,532 ) $  90,146        (.3 )%    12.3 %
Provision for loan
losses                     (50,438 )   (42,694 )   (45,244 )     7,744      (2,550 )     18.1       (5.6 )
Non-interest income        524,703     501,341     461,263      23,362      40,078        4.7        8.7
Investment securities
gains (losses), net          3,626        (488 )    25,051       4,114     (25,539 )     N.M.       N.M.
Non-interest expense      (767,398 )  (737,821 )  (744,343 )    29,577      (6,522 )      4.0        (.9 )
Income taxes              (109,074 )  (105,949 )  (110,506 )     3,125      (4,557 )      2.9       (4.1 )
Non-controlling interest
expense                     (1,481 )    (4,672 )      (517 )    (3,191 )     4,155      (68.3 )     N.M.
Net income attributable
to Commerce Bancshares,
Inc.                       421,231     433,542     319,383     (12,311 )   114,159       (2.8 )     35.7
Preferred stock
dividends                   (9,000 )    (9,000 )    (9,000 )         -           -       N.M.       N.M.
Net income available to
common shareholders      $ 412,231   $ 424,542   $ 310,383   $ (12,311 ) $ 114,159       (2.9 )%    36.8 %


N.M. - Not meaningful.



Net income attributable to Commerce Bancshares, Inc. (net income) for 2019 was
$421.2 million, a decrease of $12.3 million, or 2.8%, compared to $433.5 million
in 2018. Diluted income per common share was $3.58 in 2019, compared to $3.60 in
2018. The decline in net income resulted from a decrease of $2.5 million in net
interest income, as well as increases of $29.6 million in non-interest expense,
$7.7 million in the provision for loan losses and $3.1 million in income taxes.
These decreases in net income were partly offset by increases of $23.4 million
in non-interest income and $4.1 million in investment securities gains, coupled
with a decrease of $3.2 million in non-controlling interest expense. The return
on average assets was 1.67% in 2019 compared to 1.76% in 2018, and the return on
average common equity was 14.06% in 2019 compared to 16.16% in 2018. At December
31, 2019, the ratio of tangible common equity to assets increased to 10.99%,
compared to 10.45% at year end 2018.

During 2019, net interest income declined mainly due to an increase of $38.0
million in interest expense on interest-bearing deposits and borrowings, largely
due to higher rates paid, while lower average balances on investment securities
also resulted in lower interest income this year. These decreases in interest
income were partly offset by growth of $38.3 million in interest earned on
loans, resulting from higher loan yields and average balances.  Total rates
earned on average earning assets grew 10 basis points this year, while funding
costs for deposits and borrowings increased 23 basis points.  The provision for
loan losses totaled $50.4 million, an increase of $7.7 million over the previous
year and exceeded net loan charge-offs by $750 thousand. Net loan charge-offs
increased $7.4 million in 2019 compared to 2018, mainly due to higher credit
card and business loan net charge-offs. The increase in business loan net
charge-offs was primarily the result of a loan charge-off related to a single
leasing customer.

Non-interest income grew 4.7% in 2019, mainly due to growth in trust fees, loan
fees and sales, and gains on sales of assets.  Net investment securities gains
of $3.6 million were recorded in 2019 and were mainly comprised of net gains
realized on sales of equity investments. Non-interest expense grew $29.6 million
in 2019 compared to 2018, largely due to higher salaries and benefits and data
processing and software expense, which increased $24.7 million and $6.9 million,
respectively.

Net income attributable to Commerce Bancshares, Inc. for 2018 was $433.5
million, an increase of $114.2 million, or 35.7%, compared to $319.4 million in
2017. Diluted income per common share increased 37.0% to $3.60 in 2018, compared
to $2.62 in 2017. The growth in net income resulted from increases of $90.1
million in net interest income and $40.1 million in non-interest income, as well
as decreases of $6.5 million in non-interest expense, $4.6 million in income tax
expense and $2.6 million in the provision for loan losses. These increases in
net income were partly offset by a $25.5 million decrease in investment
securities gains. The return on average assets was 1.76% in 2018 compared to
1.28% in 2017, and the return on average common equity was 16.16% in 2018
compared to 12.46% in 2017. At December 31, 2018, the ratio of tangible common
equity to assets increased to 10.45%, compared to 9.84% at year end 2017.

As compared to 2017, the increase in net interest income in 2018 resulted mainly
from increased rates on the Company's loan and investment portfolios, partially
offset by higher rates paid on interest-bearing deposits and borrowings.  Total
rates earned on average earning assets grew 44 basis points in 2018, while
funding costs for deposits and borrowings increased 15 basis points.
Non-interest income grew 8.7% in 2018, primarily from growth in bank card, trust
and deposit fee income.  Investment securities net losses in 2018 were mainly
comprised of net losses on sales of available for sale debt securities of $9.7
million and an $8.9 million adjustment to recognize dividend income on a
liquidated equity security. These losses were offset by realized and unrealized
net gains on the Company's portfolio of private equity securities of $13.8
million, as well as gains of $4.3 million on sales and

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fair value adjustments on equity securities. Additionally, net securities gains in 2017 included a gain of $32.0 million on the appreciation of securities donated to a related foundation, which did not recur in 2018.



Non-interest expense declined $6.5 million in 2018 compared to 2017, with the
decrease resulting from a $32.0 million donation of appreciated securities to a
charitable organization in 2017 that did not recur in 2018.  This decrease in
non-interest expense was partly offset by increases in salaries and benefits,
data processing and software, and marketing expense, which increased $19.9
million, $5.0 million, and $4.2 million, respectively.  The provision for loan
losses totaled $42.7 million, a decrease of $2.6 million from 2017.

The Company distributed a 5% stock dividend for the 26th consecutive year on
December 18, 2019. All per share and average share data in this report has been
restated for the 2019 stock dividend.

Critical Accounting Policies
The Company's consolidated financial statements are prepared based on the
application of certain accounting policies, the most significant of which are
described in Note 1 to the consolidated financial statements. Certain of these
policies require numerous estimates and strategic or economic assumptions that
may prove inaccurate or be subject to variations which may significantly affect
the Company's reported results and financial position for the current period or
future periods. The use of estimates, assumptions, and judgments are necessary
when financial assets and liabilities are required to be recorded at, or
adjusted to reflect, fair value. Current economic conditions may require the use
of additional estimates, and some estimates may be subject to a greater degree
of uncertainty due to the current instability of the economy. The Company has
identified several policies as being critical because they require management to
make particularly difficult, subjective and/or complex judgments about matters
that are inherently uncertain and because of the likelihood that materially
different amounts would be reported under different conditions or using
different assumptions. These policies relate to the allowance for loan losses
and fair value measurement.

Allowance for Loan Losses
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, construction and business real estate loans. These loans are normally
larger and more complex, and their collection rates are harder to predict.
Personal banking loans, including personal real estate, credit card and consumer
loans, are individually smaller and perform in a more homogenous manner, making
loss estimates more predictable. Further discussion of the methodology used in
establishing the allowance is provided in the Allowance for Loan Losses section
of Item 7 and in Note 1 to the consolidated financial statements.

Fair Value Measurement
Investment securities, including available-for-sale, trading, equity and other
securities, residential mortgage loans held for sale, derivatives and deferred
compensation plan assets and associated liabilities are recorded at fair value
on a recurring basis. Additionally, from time to time, other assets and
liabilities may be recorded at fair value on a nonrecurring basis, such as
impaired loans that have been reduced based on the fair value of the underlying
collateral, other real estate (primarily foreclosed property), non-marketable
equity securities and certain other assets and liabilities. These nonrecurring
fair value adjustments typically involve write-downs of individual assets or
application of lower of cost or fair value accounting.

Fair value is an estimate of the exchange price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction (i.e., not a
forced transaction, such as a liquidation or distressed sale) between market
participants at the measurement date and is based on the assumptions market
participants would use when pricing an asset or liability. Fair value
measurement and disclosure guidance establishes a three-level hierarchy for
disclosure of assets and liabilities recorded at fair value. The fair value
hierarchy, the extent to which fair value is used to measure assets and
liabilities and the valuation methodologies and key inputs used are discussed in
Note 17 on Fair Value Measurements.

At December 31, 2019, assets and liabilities measured using observable inputs
that are classified as either Level 1 or Level 2 represented 98.8% and 99.1% of
total assets and liabilities recorded at fair value, respectively. Valuations
generated from model-based techniques that use at least one significant
assumption not observable in the market are considered Level 3, and the
Company's Level 3 assets totaled $104.6 million, or 1.2% of total assets
recorded at fair value on a recurring basis.  Unobservable assumptions reflect
estimates of assumptions market participants would use in pricing the asset or
liability. Fair value measurements for assets and liabilities where limited or
no observable market data exists often involves significant judgments about
assumptions, such as determining an appropriate discount rate that factors in
both liquidity and risk premiums, and in many cases may not reflect amounts
exchanged in a current sale of the financial instrument. In addition, changes in
market conditions may reduce the availability

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of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, the Company would use valuation techniques requiring more management judgment to estimate the appropriate fair value.



Net Interest Income
Net interest income, the largest source of revenue, results from the Company's
lending, investing, borrowing, and deposit gathering activities. It is affected
by both changes in the level of interest rates and changes in the amounts and
mix of interest earning assets and interest bearing liabilities. The following
table summarizes the changes in net interest income on a fully taxable
equivalent basis, by major category of interest earning assets and interest
bearing liabilities, identifying changes related to volumes and rates. Changes
not solely due to volume or rate changes are allocated to rate.
                                                    2019                                       2018
                                          Change due to                              Change due to
(In thousands)                    Average Volume   Average Rate     Total    Average Volume   Average Rate    Total
Interest income, fully taxable
equivalent basis
Loans:
Business                         $        9,730   $      7,741   $ 17,471   $       4,235    $     25,921   $ 30,156
Real estate- construction and
land                                     (2,961 )        3,223        262           3,614           8,511     12,125
Real estate - business                    5,199          4,920     10,119           1,637          13,870     15,507
Real estate - personal                    3,261          1,978      5,239           2,765           2,333      5,098
Consumer                                 (3,541 )        6,881      3,340          (1,018 )         9,027      8,009
Revolving home equity                      (979 )        1,670        691            (735 )         2,732      1,997
Consumer credit card                       (475 )        1,960      1,485           2,956             984      3,940
Total interest on loans                  10,234         28,373     38,607          13,454          63,378     76,832
Loans held for sale                         (33 )          (56 )      (89 )           154             144        298
Investment securities:
U.S. government and federal
agency obligations                       (1,667 )          915       (752 )           146           1,877      2,023
Government-sponsored enterprise
obligations                              (2,319 )          778     (1,541 )        (2,331 )         1,108     (1,223 )
State and municipal obligations          (5,766 )        1,261     (4,505 )       (11,184 )        (8,022 )  (19,206 )
Mortgage-backed securities               10,400          1,720     12,120           9,931          12,132     22,063
Asset-backed securities                  (1,953 )        5,208      3,255         (11,051 )         8,517     (2,534 )
Other securities                         (7,684 )       (6,054 )  (13,738 )           734          11,382     12,116
Total interest on investment
securities                               (8,989 )        3,828     (5,161 )       (13,755 )        26,994     13,239
Federal funds sold and
short-term securities purchased
  under agreements to resell               (480 )           16       (464 )           105             184        289
Long-term securities purchased
under agreements to
  resell                                  1,018         (1,001 )       17             186             255        441
Interest earning deposits with
banks                                       (71 )          536        465           1,206           2,804      4,010
Total interest income                     1,679         31,696     33,375           1,350          93,759     95,109
Interest expense
Interest bearing deposits:
Savings                                      57             (9 )       48              57             (65 )       (8 )
Interest checking and money
market                                     (369 )       12,230     11,861             328          10,174     10,502
Certificates of deposit of less
than $100,000                               (16 )        3,169      3,153            (264 )           834        570
Certificates of deposit of
$100,000 and over                         4,336          7,951     12,287          (2,393 )         6,192      3,799
Federal funds purchased and
securities sold under agreements
to repurchase                             4,985          4,775      9,760              48           9,778      9,826
Other borrowings                            920            (13 )      907          (3,041 )             -     (3,041 )
Total interest expense                    9,913         28,103     38,016          (5,265 )        26,913     21,648
Net interest income, fully
taxable equivalent basis         $       (8,234 ) $      3,593   $ (4,641 ) $       6,615    $     66,846   $ 73,461




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Net interest income totaled $821.3 million in 2019, decreasing $2.5 million
compared to $823.8 million in 2018. On a tax equivalent (T/E) basis, net
interest income totaled $835.4 million, and decreased $4.6 million from 2018.
This decrease included combined growth of $38.0 million in interest expense on
deposits and borrowings, due to higher average rates paid and higher average
balances. In addition, interest earned on investment securities decreased $5.2
million, mainly due to lower average balances, while loan interest income (T/E)
grew $38.6 million due to higher rates earned and higher average balances. The
net yield on earning assets (T/E) was 3.48% in 2019 compared with 3.53% in 2018.

During 2019, loan interest income (T/E) grew $38.6 million over 2018 mainly due
to higher rates earned coupled with increased average balances for business,
business real estate and personal real estate loan categories. The average tax
equivalent rate earned on the loan portfolio increased 18 basis points to 4.71%
in 2019 compared to 4.53% in 2018. In addition, average loan balances increased
2.1%, or $298.6 million, this year. Increased interest of $17.5 million earned
on business loans was the main driver of overall higher loan interest income,
due to growth of $251.1 million in average business loan balances and a 16 basis
point increase in the average rate. While higher rates also contributed to the
increase in interest income, rates were impacted by actions taken by the Federal
Reserve during the second half of 2019 to lower short-term interest rates, as
many of these loans contain variable interest rate terms. Business real estate
interest was higher by $10.1 million as a result of an increase in average
balances of $121.2 million, along with an increase in the average rate of 17
basis points. Personal real estate loan interest income increased $5.2 million
and resulted from growth in average balances of $84.9 million and a nine basis
point increase in the average rate earned. Interest on consumer loans increased
$3.3 million as the average rate grew 36 basis points, but was partly offset by
a decline in average balances of $79.9 million, or 4.0%. Interest on consumer
credit card loans grew $1.5 million over the prior year as the average rate
earned increased 26 basis points, while average balances declined $4.0 million.

Tax equivalent interest income on total investment securities decreased $5.2
million during 2019, as average balances declined $74.4 million and the average
rate earned decreased three basis points. The average rate on the total
investment portfolio was 2.81% in 2019 compared to 2.84% in 2018, while the
average balance of the total investment securities portfolio (excluding
unrealized fair value adjustments on available for sale debt securities) was
$8.7 billion in 2019 compared to an average balance of $8.8 billion in 2018. The
decrease in interest income was mainly due to lower interest and dividend income
earned on equity and other securities, coupled with decreases in interest earned
on state and municipal obligations, government-sponsored enterprise (GSE)
obligations and U.S. government securities. Interest income on equity securities
decreased $10.0 million, due to the receipt of $8.9 million in dividend income
in the second quarter of 2018, which was related to a liquidated equity security
that was carried at fair value. Interest on other securities decreased $3.9
million mainly due to receipts of non-recurring equity investment dividends in
2018, but was partly offset by higher average balances. Interest income on state
and municipal obligations decreased $4.5 million, due to lower average balances
of $189.7 million, partly offset by an increase of 10 basis points in the
average rate earned. Interest income on GSE's decreased $1.5 million, due to a
decline in average balances of $117.1 million, partly offset by an increase of
40 basis points in the average rate earned. Interest earned on U.S. government
securities fell $752 thousand and was mainly impacted by a decline of $3.0
million in inflation income on treasury inflation-protected securities (TIPS).
In addition, average balances declined $70.6 million, while the average rate
earned increased 10 basis points. Partly offsetting these decreases in interest
income was growth of $12.1 million and $3.3 million in interest earned on
mortgage-backed and asset-backed securities, respectively. The growth in
mortgage-backed interest resulted mainly from an increase of $391.0 million in
average balances, coupled with a three basis point increase in the average rate
earned. Asset-backed securities interest increased due to growth of 38 basis
points in the average rate earned, partly offset by a decline of $83.1 million
in average balances.

During 2019, interest expense on deposits increased $27.3 million over 2018 and
resulted mainly from a 20 basis point increase in the overall average rate paid
on deposits. Interest expense on interest checking and money market accounts
increased $11.9 million due to higher rates paid, which rose 11 basis points.
The growth in interest expense on certificates of deposit was due to both higher
rates paid on all certificates of deposit and higher average balances in
certificates of deposit over $100,000, which grew $281.9 million, or 25.3%. The
overall rate paid on total deposits increased from .34% in 2018 to .54% in the
current year. Interest expense on borrowings increased $10.7 million due to both
higher rates paid and higher average balances of federal funds purchased and
customer repurchase agreements. The overall average rate incurred on all
interest bearing liabilities was .67% in 2019, compared to .44% in 2018.

Net interest income totaled $823.8 million in 2018, increasing $90.1 million, or
12.3%, compared to $733.7 million in 2017. On a tax equivalent (T/E) basis, net
interest income totaled $840.1 million, and increased $73.5 million over 2017.
This increase included growth of $76.8 million in loan interest income (T/E),
resulting from higher average balances and higher rates earned. In addition,
interest earned on investment securities increased $13.2 million, mainly due to
higher rates earned and the receipt of $8.9 million in dividend income during
the second quarter of 2018, as mentioned above. Interest expense on deposits and
borrowings combined was $65.4 million and increased $21.6 million, mostly due to
higher rates paid. The net yield on earning assets (T/E) was 3.53% in 2018
compared with 3.19% in 2017.


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During 2018, loan interest income (T/E) grew $76.8 million over 2017 mainly due
to higher rates earned coupled with increased average balances for most loan
categories. The average tax equivalent rate earned on the loan portfolio
increased 46 basis points to 4.53% in 2018 compared to 4.07% in 2017. The higher
rates earned on the loan portfolio in 2018 were partly related to short-term
increases in interest rates, which enabled much of the Company's loan portfolio
to re-price higher than 2017. In addition, average loan balances increased 2.3%,
or $314.4 million, in 2018. Increased interest on business loans was the main
driver of overall higher loan interest income, mostly due to higher rates, as
many of these loans contain variable interest rate terms. Average business loan
balances also grew $131.0 million in 2018. Increases in average balances and
rates on construction and business real estate loans drove interest income
growth a combined $27.6 million in 2018. Interest on personal real estate loans
increased $5.1 million as average balances were higher by $74.1 million or 3.7%,
and the average rate grew 11 basis points. Interest on consumer loans grew $8.0
million over 2017 as the average rate earned increased 45 basis points, but was
partly offset by a decline in average balances of $25.6 million. Consumer credit
card loan interest was higher by $3.9 million due to growth of $24.9 million in
average balances, coupled with a 13 basis point increase in the average rate
earned.

Tax equivalent interest income on total investment securities increased $13.2
million during 2018, as the average rate earned increased 33 basis points, while
average balances declined $661.6 million. The average rate on the total
investment portfolio was 2.84% in 2018 compared to 2.51% in 2017, while the
average balance of the total investment securities portfolio (excluding
unrealized fair value adjustments on available for sale debt securities) was
$8.8 billion in 2018 compared to an average balance of $9.5 billion in 2017. The
increase in interest income was mainly due to higher interest earned on
mortgage-backed securities, coupled with increased interest and dividend income
on equity and other securities. These increases were partly offset lower
interest earned on state and municipal securities. Interest income on
mortgage-backed securities increased $22.1 million, due to an increase in
average balances of $419.0 million and an increase of 29 basis points in the
average rate earned. Interest income on equity securities increased due to
dividend income of $8.9 million recorded in 2018 (mentioned previously), while
interest on other securities increased $1.9 million due to an increase in
receipts of non-recurring equity investment dividends during 2018. Interest
earned on U.S. government securities grew $2.0 million, which included growth of
$2.1 million in inflation-adjusted interest on TIPS. Partly offsetting these
increases in interest income were declines of $19.2 million, $2.5 million and
$1.2 million in interest earned on state and municipal, asset-backed and GSE
securities, respectively. The decline in state and municipal interest resulted
from a decline of $310.0 million in average balances coupled with a lower tax
equivalent rate due to tax law changes in 2018. Asset-backed securities interest
decreased mainly due to a decline of $627.9 million in average balances, partly
offset by higher average rates. Interest earned on GSE's declined mainly due to
lower average balances, partly offset by growth in the average rate. Interest
earned on deposits with banks increased $4.0 million mainly due to an 88 basis
point increase in average rates earned and an increase of $112.7 million in
average balances.

During 2018, interest expense on deposits increased $14.9 million over 2017 and
resulted mainly from an 11 basis point increase in the overall average rate paid
on deposits. Interest expense on interest checking and money market accounts
increased $10.5 million due to higher rates paid, which rose nine basis points.
The growth in interest expense on certificates of deposit was largely due to
higher rates paid on certificates of deposit over $100,000, which increased 54
basis points, partly offset by lower total average certificate of deposit
balances, which fell $363.3 million, or 17.5%. The overall rate paid on total
deposits increased from .23% in 2017 to .34% in 2018. Interest expense on
borrowings increased due to higher rates paid on customer repurchase agreements,
partly offset by the elimination of all Federal Home Loan Bank (FHLB) borrowings
in 2018. The overall average rate incurred on all interest bearing liabilities
was .44% in 2018, compared to .29% in 2017.

Provision for Loan Losses
The provision for loan losses is recorded to bring the allowance for loan losses
to a level deemed adequate by management based on the factors mentioned in the
"Allowance for Loan Losses" section of this discussion. The provision for loan
losses totaled $50.4 million in 2019, an increase of $7.7 million from the 2018
provision of $42.7 million. In 2018, the provision exceeded net loan charge-offs
by $400 thousand, increasing the allowance for loan losses by the same amount,
whereas the 2019 provision was $750 thousand greater than net loan charge-offs
for the year.
Net loan charge-offs for the year totaled $49.7 million and increased $7.4
million compared to $42.3 million in 2018. The increase in net loan charge-offs
over the previous year was mainly the result of higher net charge-offs on credit
card loans and business loans, which increased $4.8 million and $2.0 million,
respectively. In addition, personal real estate loan net charge-offs increased
$391 thousand, while construction loan and business real estate loan net
recoveries decreased $518 thousand and $318 thousand, respectively. Partly
offsetting these increases in net charge-offs were lower net charge-offs on
consumer loans, which decreased $732 thousand from the prior year. The allowance
for loan losses totaled $160.7 million at December 31, 2019, an increase of $750
thousand compared to the prior year, and represented 1.09% of outstanding loans
at year end 2019, compared to 1.13% at December 31, 2018.


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Non-Interest Income
                                                                            % Change
(Dollars in thousands)           2019         2018         2017       '19-'18      '18-'17
Bank card transaction fees   $  167,879   $  171,576   $  155,100        (2.2 )%      10.6  %
Trust fees                      155,628      147,964      135,159         5.2          9.5
Deposit account charges and
other fees                       95,983       94,517       90,060         1.6          4.9
Capital market fees               8,146        7,721        7,996         5.5         (3.4 )
Consumer brokerage services      15,804       15,807       14,630           -          8.0
Loan fees and sales              15,767       12,723       13,948        23.9         (8.8 )
Other                            65,496       51,033       44,370        28.3         15.0
Total non-interest income    $  524,703   $  501,341   $  461,263         4.7  %       8.7  %
Non-interest income as a %
of total revenue*                  39.0 %       37.8 %       38.6 %
Total revenue per full-time
equivalent employee          $    277.1   $    276.4   $    248.9

* Total revenue is calculated as net interest income plus non-interest income.

The table below is a summary of net bank card transaction fees for the years ended December 31, 2019, 2018 and 2017, respectively.


                                                                      % Change
(Dollars in thousands)              2019       2018       2017    '19-'18  '18-'17
Net debit card fees              $  40,025  $  39,738  $  35,636    0.7  %  11.5  %
Net credit card fees                14,177     12,965     14,576    9.3    (11.1 )
Net merchant fees                   19,289     19,233     20,069     .3     (4.2 )
Net corporate card fees             94,388     99,640     84,819   (5.3 )   17.5

Total bank card transaction fees $ 167,879 $ 171,576 $ 155,100 (2.2 )% 10.6 %





Non-interest income totaled $524.7 million, an increase of $23.4 million, or
4.7%, compared to $501.3 million in 2018. Bank card fees decreased $3.7 million,
or 2.2%, from the prior year, largely due to a decline in net corporate card
fees of $5.3 million. This decline was partly offset by growth in net credit
card fees of $1.2 million and net debit card fees of $287 thousand. The decline
in net corporate card from the prior year was due to lower interchange income
and higher network and rewards expense, while the growth in net credit and debit
card fees was mainly due to higher interchange income. Net credit card revenue
also grew due to lower rewards expense. Trust fee income increased $7.7 million,
or 5.2%, as a result of continued growth in private client trust fees (up 6.5%),
which comprised 76.4% of trust fee income in 2019. The market value of total
customer trust assets totaled $56.7 billion at year end 2019, which was an
increase of 13.3% over year end 2018 balances. Deposit account fees increased
$1.5 million, or 1.6%, mainly due to growth of $3.0 million in corporate cash
management fees. This increase was partly offset by declines of $872 thousand in
overdraft and return item fees and $636 thousand in deposit account service
charges. In 2019, corporate cash management fees comprised 43.2% of total
deposit fees, while overdraft fees comprised 31.9% of total deposit fees.
Capital market fees grew $425 thousand, or 5.5%, compared to the prior year,
while loan fees and sales increased $3.0 million, or 23.9%, mainly due to growth
in mortgage banking revenue. Total mortgage banking revenue totaled $10.8
million in 2019 compared to $8.2 million in 2018 and increased as a result of
higher loan originations in 2019. Other non-interest income increased $14.5
million, or 28.3%, mainly due to a one-time gain of $11.5 million resulting from
the sale of the Company's corporate trust business in the fourth quarter of
2019. In addition, cash sweep commissions increased $2.7 million and higher
gains of $2.4 million were recorded on sales of leased assets to customers upon
lease termination. These increases were partly offset by gains of $6.6 million
recorded on the sales of branch properties in 2018.

During 2018, non-interest income increased $40.1 million, or 8.7%, to $501.3
million compared to $461.3 million in 2017. Bank card fees increased $16.5
million over 2017. This growth included increases of $4.1 million in net debit
card fees and $14.8 million in net corporate card fees, partly offset by a
decline of $1.6 million, or 11.1%, in net credit card fees, and $836 thousand,
or 4.2%, in net merchant fees. Trust fee income increased $12.8 million, or
9.5%, as a result of growth in both private client (up 11.1%) and institutional
trust (up 6.4%) fees. The market value of total customer trust assets totaled
$50.0 billion at year end 2018, which was an increase of 2.7% over year end 2017
balances. Deposit account fees increased $4.5 million, or 4.9%, due to growth of
$2.4 million in corporate cash management fees, $1.1 million in deposit account
service charges and $892 thousand in overdraft and return item fees. Capital
market fees declined $275 thousand, or 3.4%, due to lower sales volumes, while
consumer brokerage services revenue increased $1.2 million, or 8.0%, mainly due
to growth in advisory and fixed annuity fees. Loan fees and sales decreased $1.2
million in 2018 compared to 2017, mainly due to declines in mortgage banking
revenue as a result of lower originations of fixed-rate loans in 2018. Other
non-interest income increased $6.7 million, or 15.0%, over 2017 mainly due to
gains of $6.6 million recorded on the sales of branch properties in 2018. In
addition, cash sweep commissions, interest rate

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swap fees, and fees from sales of tax credits increased $1.6 million, $2.1
million, and $1.6 million, respectively, over 2017. These increases were partly
offset by lower gains of $1.1 million on sales of leased assets to customers
upon lease termination.

Investment Securities Gains (Losses), Net
(In thousands)                                       2019           2018    

2017


Net losses on sales of available for sale debt
securities                                       $     (214 )   $   (9,653 )   $   (9,695 )
Net gains on sales of equity securities               3,262          1,759  

10,643


Fair value adjustments on equity securities             344          2,542              -
Adjustment for dividend income on a liquidated
equity investment                                         -         (8,917 )            -
Donations of equity securities                            -              -  

31,074


Net gains (losses) on sales and fair value
adjustments of private equity investments               367         13,849         (6,332 )
Other                                                  (133 )          (68 

) (639 ) Total investment securities gains (losses), net $ 3,626 $ (488 ) $ 25,051




Net gains and losses on investment securities during 2019, 2018 and 2017 are
shown in the table above. Included in these amounts are gains and losses arising
from sales of securities from the Company's available for sale debt portfolio,
including credit-related losses on debt securities identified as
other-than-temporarily impaired. Also shown are gains and losses relating to
private equity investments, which are primarily held by the Parent's
majority-owned private equity subsidiaries. These include fair value
adjustments, in addition to gains and losses realized upon disposition. The
portions of private equity investment gains and losses that are attributable to
minority interests are reported as non-controlling interest in the consolidated
statements of income, and resulted in expense of $348 thousand in 2019, compared
to expense of $2.8 million in 2018 and income of $575 thousand in 2017.
Net securities gains of $3.6 million were recorded in 2019, which included $214
thousand in net losses realized on bond sales resulting from the Company's sale
of approximately $400 million (book value) of bonds, mainly municipal
securities, treasuries and asset-backed securities. Net securities gains also
included $3.3 million in gains from sales of equity investments and a $1.1
million in gain from the sale of a private equity investment. These gains were
offset by net losses totaling $727 thousand of fair value adjustments on private
equity investments, in addition to net gains totaling $344 thousand of fair
value adjustments on equity investments.
Net securities losses of $488 thousand were recorded in 2018, which included
$9.7 million in net losses realized on bond sales resulting from the Company's
sale of approximately $680 million (book value) of bonds, mainly mortgage and
asset-backed securities. Net securities losses also included $8.9 million in
losses related to an adjustment for dividend income on a liquidated investment.
These losses were offset by net gains totaling $13.8 million of fair value
adjustments on private equity investments, in addition to fair value adjustments
and net gains realized on sales of equity investments.
Net securities gains of $25.1 million were recorded in 2017, which included
$31.1 million in gains realized upon donation of appreciated stock and $10.6
million in net gains realized on sales of equity securities. These gains were
offset by net losses of $9.7 million realized on sales of available for sale
debt securities, resulting from the Company's sale of approximately $790 million
of bonds, mainly mortgage and asset-backed securities. Additionally, net
securities losses included $499 thousand in net losses realized on the sale of
private equity investments and $5.8 million in losses related to fair value
adjustments on private equity investments.


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Non-Interest Expense
                                                                            % Change
(Dollars in thousands)           2019         2018         2017       '19-'18      '18-'17
Salaries                     $  416,869   $  396,897   $  380,945         5.0  %       4.2  %
Employee benefits                76,058       71,297       67,376         6.7          5.8
Net occupancy                    47,157       46,044       45,612         2.4           .9
Equipment                        19,061       18,125       18,568         5.2         (2.4 )
Supplies and communication       20,394       20,637       22,790        (1.2 )       (9.4 )
Data processing and software     92,899       85,978       80,998         8.0          6.1
Marketing                        21,914       20,548       16,325         6.6         25.9
Deposit insurance                 6,676       11,546       13,986       (42.2 )      (17.4 )
Community service                 2,446        2,445       34,377           -        (92.9 )
Other                            63,924       64,304       63,366        (0.6 )        1.5
Total non-interest expense   $  767,398   $  737,821   $  744,343         4.0  %       (.9 )%
Efficiency ratio                   56.9 %       55.6 %       62.2 %
Salaries and benefits as a %
of total non-interest
expense                            64.2 %       63.5 %       60.2 %
Number of full-time
equivalent employees              4,858        4,795        4,800



Non-interest expense was $767.4 million in 2019, an increase of $29.6 million,
or 4.0%, over the previous year. Salaries and benefits expense increased $24.7
million, or 5.3%, mainly due to higher full-time salaries and medical expense.
Full-time salaries expense increased due to growth in consumer, commercial,
information technology and other support unit salaries expense. Full-time
equivalent employees totaled 4,858 at December 31, 2019, reflecting a 1.3%
increase over 2018. Occupancy expense increased $1.1 million, or 2.4%, mainly
due to higher real estate taxes and building depreciation expense, partly offset
by a decline in utilities expense. Equipment expense increased $936 thousand, or
5.2%, due to higher equipment depreciation expense. Data processing and software
expense increased $6.9 million, or 8.0%, primarily due to higher costs for
service providers and higher bank card processing expense. Marketing expense
increased $1.4 million, or 6.6%, due to increased marketing efforts to support
consumer and healthcare banking initiatives, partly offset by bank card
marketing initiatives in the prior year. Deposit insurance expense declined $4.9
million, or 42.2%, from the prior year mainly due to reduced FDIC insurance
rates.

In 2018, non-interest expense was $737.8 million, a decrease of $6.5 million, or
.9%, from 2017. Salaries and benefits expense increased $19.9 million, or 4.4%,
mainly due to higher full-time salaries and medical expense. Growth in salaries
expense was driven by increases in full-time salaries in information technology,
consumer, wealth, commercial and other support units, while incentive
compensation expense declined slightly from 2017. Full-time equivalent employees
totaled 4,795 at December 31, 2018, reflecting a small decrease from 2017.
Occupancy expense increased $432 thousand, or .9%, mainly due to higher rent,
utilities and building services expense, while equipment expense decreased $443
thousand, or 2.4%, due to lower equipment depreciation. Supplies and
communication expense decreased $2.2 million, or 9.4%, mainly due to lower voice
and data network costs. Data processing and software expense increased $5.0
million, or 6.1%, primarily due to higher third party processing costs.
Marketing expense increased $4.2 million, or 25.9%, due to new bank card
initiatives and consumer marketing initiatives in 2018. Deposit insurance
expense declined $2.4 million, or 17.4%, from the prior year mainly due to
decreases in average assets, a lower assessment rate, and the elimination of the
special FDIC surcharge in the fourth quarter of 2018. Community service costs
decreased $31.9 million due to the contribution of appreciated securities to a
related foundation during 2017, which did not recur in 2018. Other non-interest
expense increased $938 thousand, or 1.5%, over the prior year mainly due to
higher costs for professional fees (up $2.4 million) and directors fees (up $936
thousand). These increases were partly offset by lower bank card fraud losses
(down $961 thousand).

Income Taxes
Income tax expense was $109.1 million in 2019, compared to $105.9 million in
2018 and $110.5 million in 2017. The effective tax rate, including the effect of
non-controlling interest, was 20.6% in 2019 compared to 19.6% in 2018 and 25.7%
in 2017.

Due to the enactment of new federal tax reform legislation in December 2017,
federal tax rates were lowered from 35% to 21%, which lowered the Company's
effective tax rate for years 2018 and after. The Company's effective tax rate in
the years noted above were lower than the federal statutory rates mainly due to
tax-exempt interest on state and local municipal obligations. Additional
information about income tax expense is provided in Note 9 to the consolidated
financial statements.


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Financial Condition
Loan Portfolio Analysis
Classifications of consolidated loans by major category at December 31 for each
of the past five years are shown in the table below. This portfolio consists of
loans which were acquired or originated with the intent of holding to their
maturity. Loans held for sale are separately discussed in a following section. A
schedule of average balances invested in each loan category below is disclosed
within the Average Balance Sheets section of Management's Discussion and
Analysis of Financial Condition and Results of Operations below.
                                                       Balance at December 31
(In thousands)                    2019           2018           2017           2016           2015
Commercial:
Business                     $  5,565,449   $  5,106,427   $  4,958,554   $  4,776,365   $  4,397,893
Real estate - construction
and land                          899,377        869,659        968,820        791,236        624,070
Real estate - business          2,833,554      2,875,788      2,697,452      2,643,374      2,355,544
Personal banking:
Real estate - personal          2,354,760      2,127,083      2,062,787      2,010,397      1,915,953
Consumer                        1,964,145      1,955,572      2,104,487      1,990,801      1,924,365
Revolving home equity             349,251        376,399        400,587        413,634        432,981
Consumer credit card              764,977        814,134        783,864        776,465        779,744
Overdrafts                          6,304         15,236          7,123         10,464          6,142
Total loans                  $ 14,737,817   $ 14,140,298   $ 13,983,674   $ 13,412,736   $ 12,436,692

The contractual maturities of business and real estate loan categories at December 31, 2019, and a breakdown of those loans between fixed rate and floating rate loans are as follows.


                                                 Principal Payments Due
                                            In         After One        After
                                         One Year     Year Through      Five
(In thousands)                            or Less      Five Years       Years         Total
Business                               $ 2,716,246   $  2,369,727   $   479,476   $  5,565,449
Real estate - construction and land        525,774        327,895        45,708        899,377
Real estate - business                     560,407      1,703,895       569,252      2,833,554
Real estate - personal                     178,280        525,640    

1,650,840 2,354,760 Total business and real estate loans $ 3,980,707 $ 4,927,157 $ 2,745,276 $ 11,653,140



Business and real estate loans:
Loans with fixed rates                        21.3 %         49.2 %        57.2 %         41.6 %
Loans with floating rates                     78.7 %         50.8 %        

42.8 % 58.4 % Total business and real estate loans 100.0 % 100.0 % 100.0 % 100.0 %






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The following table shows loan balances at December 31, 2019, segregated between
those with fixed interest rates and those with variable rates that fluctuate
with an index.
                                          Fixed Rate   Variable Rate                 % Variable Rate
(In thousands)                              Loans          Loans          Total           Loans
Business                                $  1,950,291   $  3,615,158   $  5,565,449        65.0 %
Real estate - construction and land           38,414        860,963        899,377        95.7
Real estate - business                     1,258,254      1,575,300      2,833,554        55.6
Real estate - personal                     1,598,280        756,480      2,354,760        32.1
Consumer                                   1,342,175        621,970      1,964,145        31.7
Revolving home equity                          5,572        343,679        349,251        98.4
Consumer credit card                          51,622        713,355        764,977        93.3
Overdrafts                                     6,304              -          6,304           -
Total loans                             $  6,250,912   $  8,486,905   $ 14,737,817        57.6 %



Total loans at December 31, 2019 were $14.7 billion, an increase of $597.5
million, or 4.2%, over balances at December 31, 2018. The growth in loans during
2019 occurred in the business, construction, personal real estate and consumer
loan categories, while business real estate, consumer credit card, revolving
home equity and overdraft loan categories declined from the prior year. Business
loans increased $459.0 million, or 9.0%, reflecting growth in lease lending and
commercial and industrial loans, while commercial card and tax-advantaged
lending declined. Construction loans increased $29.7 million, or 3.4% mainly due
to growth in commercial construction lending. Business real estate loans
decreased $42.2 million, or 1.5%, due mainly to decreases in multi-family real
estate lending. Personal real estate loans increased $227.7 million, or 10.8%,
due to increased loan originations. The Company sells certain long-term fixed
rate mortgage loans to the secondary market, and loan sales in 2019 totaled
$239.0 million, compared to $193.5 million in 2018. Consumer loans increased
$8.6 million, or .4%, mainly due to an increase in health service financing
loans, offset by a decline in fixed rate home equity loans and the continued run
off of marine and recreational vehicle loan balances. Consumer credit card loans
decreased $49.2 million, or 6.0% and revolving home equity loan balances
declined $27.1 million, or 7.2%, compared to balances at year end 2018.

The Company currently holds approximately 28% of its loan portfolio in the
Kansas City market, 29% in the St. Louis market, and 43% in other regional
markets. The portfolio is diversified from a business and retail standpoint,
with 63% in loans to businesses and 37% in loans to consumers. The Company
believes a diversified approach to loan portfolio management, strong
underwriting criteria and an aversion toward credit concentrations, from an
industry, geographic and product perspective, have contributed to low levels of
problem loans and loan losses experienced over the last several years.

The Company participates in credits of large, publicly traded companies which
are defined by regulation as shared national credits, or SNCs. Regulations
define SNCs as loans exceeding $100 million that are shared by three or more
financial institutions. The Company typically participates in these loans when
business operations are maintained in the local communities or regional markets
and opportunities to provide other banking services are present. At December 31,
2019, the balance of SNC loans totaled approximately $1.1 billion, with an
additional $1.4 billion in unfunded commitments, compared to a balance of $830.2
million, with an additional $1.3 billion in unfunded commitments, at year end
2018.

Commercial Loans
Business
Total business loans amounted to $5.6 billion at December 31, 2019 and include
loans used mainly to fund customer accounts receivable, inventories, and capital
expenditures. The business loan portfolio includes tax-advantaged loans and
leases which carry tax free interest rates. These loans totaled $858.1 million
at December 31, 2019, a decline of $44.4 million, or 4.9%, from December 31,
2018 balances. The business loan portfolio also includes direct financing and
sales type leases totaling $584.3 million, which are used by commercial
customers to finance capital purchases ranging from computer equipment to office
and transportation equipment. These leases increased $26.9 million, or 4.8%,
over 2018. The Company has outstanding energy-related loans totaling $197.4
million at December 31, 2019, which are further discussed within the Energy
Lending section of the Risk Elements of Loan Portfolio section located within
Management's Discussion and Analysis of Financial Condition and Results of
Operations. Also included in the business portfolio are corporate card loans,
which totaled $293.7 million at December 31, 2019 and are made in conjunction
with the Company's corporate card business for corporate trade purchases.
Corporate card loans are made to corporate, non-profit and government customers
nationwide, but have very short-term maturities, which limits credit risk.


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Business loans, excluding corporate card loans, are made primarily to customers
in the regional trade area of the Company, generally the central Midwest,
encompassing the states of Missouri, Kansas, Illinois, and nearby Midwestern
markets, including Iowa, Oklahoma, Colorado, Texas and Ohio. This portfolio is
diversified from an industry standpoint and includes businesses engaged in
manufacturing, wholesaling, retailing, agribusiness, insurance, financial
services, public utilities, health care, and other service businesses. Emphasis
is upon middle-market and community businesses with known local management and
financial stability. Consistent with management's strategy and emphasis upon
relationship banking, most borrowing customers also maintain deposit accounts
and utilize other banking services. Net loan charge-offs in this category
totaled $4.1 million in 2019 (mainly representing a charge-off related to the
bankruptcy of a single leasing customer), compared to net loan charge-offs of
$2.1 million recorded in 2018. Non-accrual business loans were $7.5 million (.1%
of business loans) at December 31, 2019 compared to $9.0 million at December 31,
2018.

Real Estate-Construction and Land
The portfolio of loans in this category amounted to $899.4 million at
December 31, 2019, which was an increase of $29.7 million, or 3.4%, from the
prior year and comprised 6.1% of the Company's total loan portfolio. Commercial
construction and land development loans totaled $705.1 million, or 78.4% of
total construction loans at December 31, 2019. These loans increased $40.6
million from 2018 year end balances, driving the growth in the total
construction portfolio. Commercial construction loans are made during the
construction phase for small and medium-sized office and medical buildings,
manufacturing and warehouse facilities, apartment complexes, shopping centers,
hotels and motels, and other commercial properties. Commercial land development
loans relate to land owned or developed for use in conjunction with business
properties. Residential construction and land development loans at December 31,
2019 totaled $194.3 million, or 21.6% of total construction loans. A stable
construction market has contributed to low loss rates on these loans, with net
loan recoveries of $117 thousand and $635 thousand recorded in 2019 and 2018,
respectively.

Real Estate-Business
Total business real estate loans were $2.8 billion at December 31, 2019 and
comprised 19.2% of the Company's total loan portfolio. This category includes
mortgage loans for small and medium-sized office and medical buildings,
manufacturing and warehouse facilities, multi-family housing, farms, shopping
centers, hotels and motels, churches, and other commercial properties. The
business real estate borrowers and/or properties are generally located in local
and regional markets where Commerce does business, and emphasis is placed on
owner-occupied lending (37.0% of this portfolio), which presents lower risk
levels. Additional information about business real estate loans by borrower is
disclosed within the Real Estate - Business Loans section of the Risk Elements
of Loan Portfolio section located within Management's Discussion and Analysis of
Financial Condition and Results of Operations. At December 31, 2019, balances of
non-accrual loans amounted to $1.0 million, or less than .1% of business real
estate loans, down from $1.7 million at year end 2018. The Company experienced
net loan recoveries of $60 thousand in 2019, compared to net loan recoveries of
$378 thousand in 2018.

Personal Banking Loans
Real Estate-Personal
At December 31, 2019, there were $2.4 billion in outstanding personal real
estate loans, which comprised 16.0% of the Company's total loan portfolio. The
mortgage loans in this category are mainly for owner-occupied residential
properties. The Company originates both adjustable and fixed rate mortgage
loans, and at December 31, 2019, 32% of the portfolio was comprised of
adjustable rate loans, while 68% was comprised of fixed rate loans. The Company
does not purchase any loans from outside parties or brokers, and has never
maintained no-document products. Levels of mortgage loan origination activity
increased in 2019, with originations of $871.6 million in 2019 compared to
$563.0 million in 2018. Net loans retained by the Company increased $227.7
million, driven by growth in new loan production due to the lower interest rate
environment. Loans sold to the secondary market increased $45.5 million. The
loan sales were made under an initiative to originate and sell certain long term
fixed rate loans, resulting in sales of $239.0 million in 2019 compared to
$193.5 million in 2018. The Company has experienced lower loan losses in this
category than many others in the industry and believes this is partly because of
its conservative underwriting culture, stable markets, and the fact that it does
not purchase loans from brokers. Net loan charge-offs in 2019 totaled $56
thousand, a slight increase from net loan recoveries of $335 thousand in 2018.
Balances of non-accrual loans in this category decreased to $1.7 million at
December 31, 2019, compared to $1.8 million at year end 2018.

Consumer


Consumer loans consist of private banking, automobile, motorcycle, marine,
tractor/trailer, recreational vehicle (RV), fixed rate home equity, patient
health care financing and other types of consumer loans. These loans totaled
$2.0 billion at year end 2019. Approximately 46% of the consumer portfolio
consists of automobile loans, 21% in private banking loans, 4% in motorcycle
loans, 14% in fixed rate home equity loans, 10% in healthcare financing loans
and 2% in marine and RV loans. Total consumer

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loans increased $8.6 million at year end 2019 compared to year end 2018. Growth
of $28.9 million in patient healthcare financing and $21.3 million in private
banking loans was partially offset by declines of $14.7 million in fixed rate
home equity loans, $15.6 million in marine and RV loans, and $17.5 million in
motorcycle loans. Net charge-offs on total consumer loans were $8.6 million in
2019, compared to $9.3 million in 2018, averaging .4% and .5% of consumer loans
in 2019 and 2018, respectively. Consumer loan net charge-offs included marine
and RV loan net charge-offs of $393 thousand, which were 1.0% of average marine
and RV loans in 2019, compared to 1.2% in 2018.

Revolving Home Equity
Revolving home equity loans, of which 98% are adjustable rate loans, totaled
$349.3 million at year end 2019. An additional $750.9 million was available in
unused lines of credit, which can be drawn at the discretion of the borrower.
Home equity loans are secured mainly by second mortgages (and less frequently,
first mortgages) on residential property of the borrower. The underwriting terms
for the home equity line product permit borrowing availability, in the
aggregate, generally up to 80% or 90% of the appraised value of the collateral
property at the time of origination. Net charge-offs totaled $209 thousand in
2019, compared to $55 thousand in 2018.

Consumer Credit Card
Total consumer credit card loans amounted to $765.0 million at December 31, 2019
and comprised 5.2% of the Company's total loan portfolio. The credit card
portfolio is concentrated within regional markets served by the Company. The
Company offers a variety of credit card products, including affinity cards,
rewards cards, and standard and premium credit cards, and emphasizes its credit
card relationship product, Special Connections. Approximately 40% of the
households that own a Commerce credit card product also maintain a deposit
relationship with the subsidiary bank. At December 31, 2019, approximately 93%
of the outstanding credit card loan balances had a floating interest rate,
compared to 92% in the prior year. Net charge-offs amounted to $35.4 million in
2019, an increase of $4.8 million over $30.6 million in 2018.

Loans Held for Sale
At December 31, 2019, loans held for sale were comprised of certain long-term
fixed rate personal real estate loans and loans extended to students while
attending colleges and universities. The personal real estate loans are carried
at fair value and totaled $9.2 million at December 31, 2019. The student loans,
carried at the lower of cost or fair value, totaled $4.6 million at December 31,
2019. Both of these portfolios are further discussed in Note 2 to the
consolidated financial statements.

Allowance for Loan Losses
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.
This process provides an allowance consisting of a specific allowance component
based on certain individually evaluated loans and a general component based on
estimates of reserves needed for pools of loans.

Loans subject to individual evaluation generally consist of business,
construction, business real estate and personal real estate loans on non-accrual
status, and include troubled debt restructurings that are on non-accrual status.
These non-accrual loans are evaluated individually for impairment based on
factors such as payment history, borrower financial condition and collateral.
For collateral dependent loans, appraisals of collateral (including exit costs)
are normally obtained annually but discounted based on date last received and
market conditions. From these evaluations of expected cash flows and collateral
values, specific allowances are determined.
Loans which are not individually evaluated are segregated by loan type and
sub-type and are collectively evaluated. These loans consist of commercial loans
(business, construction and business real estate) which have been graded pass,
special mention, or substandard, and also include all personal banking loans
except personal real estate loans on non-accrual status. Collectively-evaluated
loans include certain troubled debt restructurings with similar risk
characteristics. Allowances for both personal banking and commercial loans use
methods which consider historical and current loss trends, loss emergence
periods, delinquencies, industry concentrations and unique risks. Economic
conditions throughout the Company's markets, as monitored by Company credit
officers, are also considered in the allowance determination process.
The Company's estimate of the allowance for loan losses and the corresponding
provision for loan losses rest upon various judgments and assumptions made by
management. In addition to past loan loss experience, various qualitative
factors are considered, such as current loan portfolio composition and
characteristics, trends in delinquencies, portfolio risk ratings, levels of
non-performing assets, credit concentrations, collateral values, and prevailing
regional and national economic conditions. The Company has internal credit
administration and loan review staff that continuously review loan quality and
report the results of their reviews and examinations to the Company's senior
management and Board of Directors. Such reviews also assist management in
establishing the level of the allowance. In using this process and the
information available, management must consider various

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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 Company's
subsidiary bank continues to be subject to examination by several regulatory
agencies, and examinations are conducted throughout the year, targeting various
segments of the loan portfolio for review. Refer to Note 1 to the consolidated
financial statements for additional discussion on the allowance and charge-off
policies.

At December 31, 2019, the allowance for loan losses was $160.7 million, compared
to $159.9 million at December 31, 2018. The percentage of allowance to loans
decreased to 1.09% at December 31, 2019 compared to 1.13% at year end 2018.
Total loans delinquent 90 days or more and still accruing were $19.9 million at
December 31, 2019, an increase of $3.2 million compared to year end 2018, mainly
driven by a $3.5 million increase in construction loan delinquencies on one
larger loan and a $955 thousand increase in consumer credit card loans
delinquent 90 days or more, partly offset by a decrease of $1.6 million in
consumer loan delinquencies. Non-accrual loans at December 31, 2019 were $10.2
million, a decrease of $2.3 million over the prior year, mainly due to a
decrease in business and business real-estate non-accrual loans of $1.5 million
and $685 thousand, respectively. The 2019 year end balance of non-accrual loans
was comprised of $7.5 million of business loans, $1.0 million of business real
estate loans and $1.7 million of personal real estate loans.

Net loan charge-offs totaled $49.7 million in 2019, representing a $7.4 million
increase compared to net charge-offs of $42.3 million in 2018. The increase was
largely due to higher credit card loan and business loan charge-offs of $4.8
million and $2.0 million, respectively. In addition, personal real estate loan
net charge-offs increased $391 thousand, while construction loan and business
real estate net recoveries decreased $518 thousand and $318 thousand,
respectively. Partly offsetting these increases in net charge-offs were lower
net loan charge-offs of $732 thousand on consumer loans. Consumer credit card
net charge-offs were 4.63% of average consumer credit card loans in 2019
compared to 3.98% in 2018. Consumer credit card loan net charge-offs as a
percentage of total net charge-offs decreased to 71.3% in 2019 compared to 72.3%
in 2018. Consumer loan net charge-offs were .44% of average consumer loans in
2019, compared to .46% in 2018, and represented 17.2% of total net loan
charge-offs in 2019.

The ratio of net charge-offs to total average loans outstanding in 2019 was
.35%, compared to .30% in 2018 and .31% in 2017. The provision for loan losses
in 2019 was $50.4 million, compared to provisions of $42.7 million in 2018 and
$45.2 million in 2017.

The Company considers the allowance for loan losses of $160.7 million adequate to cover losses inherent in the loan portfolio at December 31, 2019.


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The schedules which follow summarize the relationship between loan balances and activity in the allowance for loan losses:


                                                      Years Ended December 

31


(Dollars in thousands)            2019           2018           2017           2016           2015
Loans outstanding at end of
year(A)                      $ 14,737,817   $ 14,140,298   $ 13,983,674   $ 13,412,736   $ 12,436,692
Average loans outstanding(A) $ 14,224,637   $ 13,926,079   $ 13,611,699   $ 12,927,778   $ 11,869,276
Allowance for loan losses:
Balance at beginning of year $    159,932   $    159,532   $    155,932   $    151,532   $    156,532
Additions to allowance
through charges to expense         50,438         42,694         45,244         36,318         28,727
Loans charged off:
Business                            4,622          3,144          2,410          2,549          2,295
Real estate - construction
and land                                7              -              1            515            499
Real estate - business                 82             20            127            194          1,263
Real estate - personal                294            176            417            556          1,037
Consumer                           12,048         12,897         13,415         12,711         11,708
Revolving home equity                 487            357            488            860            722
Consumer credit card               42,254         36,931         36,114         31,616         31,326
Overdrafts                          2,086          2,296          2,207          1,977          2,200
Total loans charged off            61,880         55,821         55,179         50,978         51,050
Recoveries of loans
previously charged off:
Business                              520          1,042          1,032          1,933          2,683
Real estate - construction
and land                              124            635          1,192          4,227          1,761
Real estate - business                142            398            330          1,475          1,396
Real estate - personal                238            511            722            562            596
Consumer                            3,494          3,611          3,436          3,664          3,430
Revolving home equity                 278            302            303            375            320
Consumer credit card                6,833          6,353          5,861          6,186          6,287
Overdrafts                            563            675            659            638            850
Total recoveries                   12,192         13,527         13,535         19,060         17,323
Net loans charged off              49,688         42,294         41,644         31,918         33,727
Balance at end of year       $    160,682   $    159,932   $    159,532   $    155,932   $    151,532
Ratio of allowance to loans
at end of year                       1.09 %         1.13 %         1.14 %         1.16 %         1.22 %
Ratio of provision to
average loans outstanding             .35 %          .31 %          .33 %   

.28 % .24 %




(A) Net of unearned income, before deducting allowance for loan losses, excluding
    loans held for sale.


                                                        Years Ended December 31
                                            2019       2018       2017       2016       2015
Ratio of net charge-offs (recoveries) to
average loans outstanding, by loan
category:
Business                                     .08  %     .04  %     .03  %     .01  %    (.01 )%
Real estate - construction and land         (.01 )     (.07 )     (.14 )     (.48 )     (.26 )
Real estate - business                         -       (.01 )     (.01 )     (.05 )     (.01 )
Real estate - personal                         -       (.02 )     (.02 )        -        .02
Consumer                                     .44        .46        .49        .46        .45
Revolving home equity                        .06        .01        .05        .12        .09
Consumer credit card                        4.63       3.98       4.07       3.39       3.35
Overdrafts                                 16.55      33.93      33.71      28.42      24.93
Ratio of total net charge-offs to total
average loans outstanding                    .35  %     .30  %     .31  %     .25  %     .28  %




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The following schedule provides a breakdown of the allowance for loan losses by
loan category and the percentage of each loan category to total loans
outstanding at year end.
(Dollars in
thousands)                      2019                          2018                          2017                          2016                          2015
                       Loan Loss      % of Loans     Loan Loss      % of Loans     Loan Loss      % of Loans     Loan Loss      % of Loans     Loan Loss      % of Loans
                       Allowance       to Total      Allowance       to

Total Allowance to Total Allowance to Total Allowance to Total


                       Allocation       Loans        Allocation       Loans        Allocation       Loans        Allocation       Loans        Allocation       Loans
Business            $       44,268     37.8 %     $       42,890     36.1 %     $       44,462     35.4 %     $       43,910     35.6 %     $       43,617     35.4 %
RE - construction
and land                    21,589      6.1               22,515      6.2               24,432      6.9               21,841      5.9               16,312      5.0
RE - business               25,903     19.2               27,717     20.3               24,810     19.3               25,610     19.7               22,157     18.9
RE - personal                3,125     16.0                3,250     15.0                4,201     14.8                4,110     15.0                6,680     15.4
Consumer                    15,932     13.3               18,007     13.8               19,509     15.0               18,935     14.8               21,717     15.5
Revolving home
equity                         638      2.4                  825      2.7                1,189      2.9                1,164      3.1                1,393      3.5
Consumer credit
card                        47,997      5.2               43,755      5.8               40,052      5.6               39,530      5.8               38,764      6.3
Overdrafts                   1,230        -                  973       .1                  877       .1                  832       .1                  892        -
Total               $      160,682    100.0 %     $      159,932    100.0 %     $      159,532    100.0 %     $      155,932    100.0 %     $      151,532    100.0 %



Risk Elements of Loan Portfolio
Management reviews the loan portfolio continuously for evidence of problem
loans. During the ordinary course of business, management becomes aware of
borrowers that may not be able to meet the contractual requirements of loan
agreements. Such loans are placed under close supervision with consideration
given to placing the loan on non-accrual status, the need for an additional
allowance for loan loss, and (if appropriate) partial or full loan charge-off.
Loans are placed on non-accrual status when management does not expect to
collect payments consistent with acceptable and agreed upon terms of repayment.
After a loan is placed on non-accrual status, any interest previously accrued
but not yet collected is reversed against current income. Interest is included
in income only as received and only after all previous loan charge-offs have
been recovered, so long as management is satisfied there is no impairment of
collateral values. The loan is returned to accrual status only when the borrower
has brought all past due principal and interest payments current, and, in the
opinion of management, the borrower has demonstrated the ability to make future
payments of principal and interest as scheduled. Loans that are 90 days past due
as to principal and/or interest payments are generally placed on non-accrual,
unless they are both well-secured and in the process of collection, or they are
comprised of those personal banking loans that are exempt under regulatory rules
from being classified as non-accrual. Consumer installment loans and related
accrued interest are normally charged down to the fair value of related
collateral (or are charged off in full if no collateral) once the loans are more
than 120 days delinquent. Credit card loans and the related accrued interest are
charged off when the receivable is more than 180 days past due.
The following schedule shows non-performing assets and loans past due 90 days
and still accruing interest.
                                                              December 31
(Dollars in thousands)                      2019       2018       2017       2016       2015
Total non-accrual loans                  $ 10,220   $ 12,536   $ 11,983   $ 14,283   $ 26,575
Real estate acquired in foreclosure           365      1,413        681        366      2,819
Total non-performing assets              $ 10,585   $ 13,949   $ 12,664   $ 14,649   $ 29,394
Non-performing assets as a percentage of
total loans                                   .07 %      .10 %      .09 %      .11 %      .24 %
Non-performing assets as a percentage of
total assets                                  .04 %      .05 %      .05 %      .06 %      .12 %
Loans past due 90 days and still
accruing interest                        $ 19,859   $ 16,658   $ 18,127   $ 16,396   $ 16,467



The table below shows the effect on interest income in 2019 of loans on
non-accrual status at year end.
(In thousands)
Gross amount of interest that would have been recorded at original rate $ 1,543
Interest that was reflected in income                                       

369


Interest income not recognized                                          $ 

1,174





Non-accrual loans, which are also classified as impaired, totaled $10.2 million
at year end 2019, a decrease of $2.3 million from the balance at year end 2018.
The decrease from December 31, 2018 occurred mainly in business loans, which
decreased $1.5 million, and business real estate loans, which decreased $685
thousand. At December 31, 2019, non-accrual loans were comprised primarily of
business (73.3%), personal real estate (16.6%), and business real estate (10.1%)
loans. Foreclosed real estate totaled $365 thousand at December 31, 2019, a
decrease of $1.0 million when compared to December 31, 2018. Total
non-performing assets remain low compared to the overall banking industry in
2019, with the non-performing assets to total loans ratio

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at .07% at December 31, 2019. Total loans past due 90 days or more and still
accruing interest were $19.9 million as of December 31, 2019, an increase of
$3.2 million when compared to December 31, 2018. Balances by class for
non-accrual loans and loans past due 90 days and still accruing interest are
shown in the "Delinquent and non-accrual loans" section of Note 2 to the
consolidated financial statements.

In addition to the non-performing and past due loans mentioned above, the
Company also has identified loans for which management has concerns about the
ability of the borrowers to meet existing repayment terms. They are classified
as substandard under the Company's internal rating system. The loans are
generally secured by either real estate or other borrower assets, reducing the
potential for loss should they become non-performing. Although these loans are
generally identified as potential problem loans, they may never become
non-performing. Such loans totaled $164.8 million at December 31, 2019, compared
with $145.7 million at December 31, 2018, resulting in an increase of $19.1
million or 13.1%. The increase in potential problem loans was largely driven by
a $35.2 million increase in business real estate loans, which was partly offset
by a $14.1 million decrease in business loans.
                                         December 31
(In thousands)                         2019       2018
Potential problem loans:
Business                            $  83,943  $  98,009

Real estate - construction and land 470 1,211 Real estate - business

                 80,071     44,854
Real estate - personal                    283      1,586

Total potential problem loans $ 164,767 $ 145,660





At December 31, 2019, the Company had $79.5 million of loans whose terms have
been modified or restructured, meeting the definition of a troubled debt
restructuring. These loans have been extended to borrowers who are experiencing
financial difficulty and who have been granted a concession, as defined by
accounting guidance, and are further discussed in the "Troubled debt
restructurings" section in Note 2 to the consolidated financial statements. This
balance includes certain commercial loans totaling $55.9 million, which are
classified as substandard and included in the table above because of this
classification.

Loans with Special Risk Characteristics
Management relies primarily on an internal risk rating system, in addition to
delinquency status, to assess risk in the loan portfolio, and these statistics
are presented in Note 2 to the consolidated financial statements. However,
certain types of loans are considered at high risk of loss due to their terms,
location, or special conditions. Construction and land loans and business real
estate loans are subject to higher risk because of the impact that volatile
interest rates and a changing economy can have on real estate value, and because
of the potential volatility of the real estate industry. Certain home equity
loans have contractual features that could increase credit exposure in a market
of declining real estate prices, when interest rates are steadily increasing, or
when a geographic area experiences an economic downturn. For these home equity
loans, higher risks could exist when 1) loan terms require a minimum monthly
payment that covers only interest, or 2) loan-to-collateral value (LTV) ratios
at origination are above 80%, with no private mortgage insurance. Information
presented below for home equity loans is based on LTV ratios which were
calculated with valuations at loan origination date. The Company does not
attempt to obtain updated appraisals or valuations unless the loans become
significantly delinquent or are in the process of being foreclosed upon. For
credit monitoring purposes, the Company analyzes delinquency information,
current FICO scores, and line utilization. This has remained an effective means
of evaluating credit trends and identifying problem loans, partly because the
Company offers standard, conservative lending products.


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Real Estate - Construction and Land Loans
The Company's portfolio of construction and land loans, as shown in the table
below, amounted to 6.1% of total loans outstanding at December 31, 2019. The
largest component of construction and land loans was commercial construction,
which increased $51.2 million during the year ended December 31, 2019. At
December 31, 2019, multi-family residential construction loans totaled
approximately $213.4 million, or 31.8%, of the commercial construction loan
portfolio.
(Dollars in
thousands)          December 31, 2019   % of Total  % of Total Loans    December 31, 2018   % of Total  % of Total Loans
Commercial
construction      $           670,590        74.6 %          4.6 %    $           619,370        71.2 %          4.4 %
Residential
construction                  128,575        14.3             .9                  123,369        14.2             .9
Residential land
and land
development                    65,687         7.3             .4                   81,740         9.4             .6
Commercial land
 and land
development                    34,525         3.8             .2                   45,180         5.2             .3
Total real estate
- construction
and land loans    $           899,377       100.0 %          6.1 %    $           869,659       100.0 %          6.2 %



Real Estate - Business Loans
Total business real estate loans were $2.8 billion at December 31, 2019 and
comprised 19.2% of the Company's total loan portfolio. These loans include
properties such as manufacturing and warehouse buildings, small office and
medical buildings, churches, hotels and motels, shopping centers, and other
commercial properties. Approximately 37.0% of these loans were for
owner-occupied real estate properties, which present lower risk profiles.
(Dollars in
thousands)          December 31, 2019   % of Total   % of Total Loans    December 31, 2018   % of Total   % of Total Loans
Owner-occupied    $         1,048,716        37.0 %           7.1 %    $         1,038,589        36.1 %           7.3 %
Retail                        383,234        13.5             2.6                  307,915        10.7             2.2
Multi-family                  306,577        10.8             2.1                  408,151        14.2             2.9
Office                        297,278        10.5             2.0                  356,733        12.4             2.5
Hotels                        210,557         7.4             1.4                  209,693         7.3             1.5
Farm                          177,669         6.3             1.2                  160,935         5.6             1.1
Senior living                 164,000         5.8             1.1                  117,635         4.1              .8
Industrial                    108,285         3.8              .7                  109,391         3.8              .8
Other                         137,238         4.9             1.0                  166,746         5.8             1.2
Total real estate
- business loans  $         2,833,554       100.0 %          19.2 %    $         2,875,788       100.0 %          20.3 %



Revolving Home Equity Loans
The Company has revolving home equity loans that are generally collateralized by
residential real estate. Most of these loans (91.9%) are written with terms
requiring interest-only monthly payments. These loans are offered in three main
product lines: LTV up to 80%, 80% to 90%, and 90% to 100%. As shown in the
following tables, the percentage of loans with LTV ratios greater than 80% has
remained a small segment of this portfolio, and delinquencies have been low and
stable. The weighted average FICO score for the total portfolio balance at
December 31, 2019 was 792. At maturity, the accounts are re-underwritten and if
they qualify under the Company's credit, collateral and capacity policies, the
borrower is given the option to renew the line of credit or to convert the
outstanding balance to an amortizing loan.  If criteria are not met,
amortization is required, or the borrower may pay off the loan. Over the next
three years, approximately 12.5% of the Company's current outstanding balances
are expected to mature. Of these balances, 92.9% have a FICO score above 700.
The Company does not expect a significant increase in losses as these loans
mature, due to their high FICO scores, low LTVs, and low historical loss levels.

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                                                                           Unused
                                                                         Portion of
                                                                         Available            Balances
                             Principal               New Lines            Lines at             Over 30
                          Outstanding at            Originated          December 31,          Days Past
(Dollars in thousands)   December 31, 2019    *     During 2019    *        2019        *        Due       *
Loans with
interest-only payments  $         321,126   91.9 %    $173,969   49.8 %   $725,187   207.6 %    $1,422     .4 %
Loans with LTV:
Between 80% and 90%                37,347   10.7        22,603    6.5       43,313    12.4         213     .1
Over 90%                            3,775    1.1         1,643     .4        4,969     1.4          23      -
Over 80% LTV                       41,122   11.8        24,246    6.9       48,282    13.8         236     .1
Total loan portfolio
from which above loans
were identified                   349,251              184,085             751,283


* Percentage of total principal outstanding of $349.3 million at December 31,
2019.

                                                                           Unused
                                                                         Portion of
                                                                         Available            Balances
                             Principal               New Lines            Lines at             Over 30
                          Outstanding at            Originated          December 31,          Days Past
(Dollars in thousands)   December 31, 2018    *     During 2018    *        2018        *        Due       *
Loans with
interest-only payments  $         345,302   91.7 %    $198,875   52.8 %   $692,293   183.9 %    $1,274     .3 %
Loans with LTV:
Between 80% and 90%                40,327   10.7        19,608    5.2       38,960    10.4         375     .1
Over 90%                            4,785    1.3           675     .2        4,176     1.1          56      -
Over 80% LTV                       45,112   12.0        20,283    5.4       43,136    11.5         431     .1
Total loan portfolio
from which above loans
were identified                   376,399              209,569             725,733

* Percentage of total principal outstanding of $376.4 million at December 31, 2018.



Other Consumer Loans
Within the consumer loan portfolio are several direct and indirect product lines
comprised mainly of loans secured by automobiles, motorcycles, marine, and RVs.
Outstanding balances for auto loans were $908.3 million and $910.5 million at
December 31, 2019 and 2018, respectively. The balances over 30 days past due
amounted to $13.2 million at December 31, 2019, compared to $17.8 million at the
end of 2018, and comprised 1.5% of the outstanding balances of these loans at
December 31, 2019 compared to 2.0% at December 31, 2018. For the year ended
December 31, 2019, $414.9 million of new auto loans were originated, compared to
$365.0 million during 2018. At December 31, 2019, the automobile loan portfolio
had a weighted average FICO score of 756.

Outstanding balances for motorcycle loans were $71.9 million at December 31,
2019, compared to $89.4 million at December 31, 2018. The balances over 30 days
past due amounted to $1.3 million and $2.1 million at December 31, 2019 and
2018, respectively, and comprised 1.9% of the outstanding balances of these
loans at December 31, 2019, compared to 2.4% at December 31, 2018. For the year
ended December 31, 2019, $26.5 million of new motorcycle loans were originated,
compared to $15.0 million during 2018.

Marine and RV loan production has been significantly curtailed since 2008 with
few new originations. While loss rates have remained low over the last five
years, the loss ratios experienced for marine and RV loans in 2019 decreased
over the prior year but have been higher than for other consumer loan products,
at 1.0% and 1.2% in 2019 and 2018, respectively. Balances over 30 days past due
for marine and RV loans decreased $1.1 million at year end 2019 compared to
2018.

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The table below provides the total outstanding principal and other data for this
group of direct and indirect lending products at December 31, 2019 and 2018.
                                           2019                                               2018
                        Principal                      Balances Over       Principal                      Balances Over
                      Outstanding at     New Loans     30 Days Past      Outstanding at     New Loans     30 Days Past
(In thousands)         December 31      Originated          Due           December 31      Originated          Due
Automobiles          $      908,260   $     414,885   $      13,233     $      910,478   $     364,955   $      17,790
Motorcycles                  71,927          26,459           1,338             89,443          14,992           2,109
RV                           26,121           1,124           1,184             37,914           1,276           1,887
Marine                        9,243           1,577             302             13,003           1,603             647
Total                $    1,015,551   $     444,045   $      16,057     $    1,050,838   $     382,826   $      22,433



Consumer Credit Card Loans
Additionally, the Company offers low introductory rates on selected consumer
credit card products. Out of a portfolio at December 31, 2019 of $765.0 million
in consumer credit card loans outstanding, approximately $144.8 million, or
18.9%, carried a low promotional rate. Within the next six months, $64.9 million
of these loans are scheduled to convert to the ongoing higher contractual rate.
To mitigate some of the risk involved with this credit card promotional feature,
the Company performs credit checks and detailed analysis of the customer
borrowing profile before approving the loan application. Management believes
that the risks in the consumer loan portfolio are reasonable and the anticipated
loss ratios are within acceptable parameters.

Energy Lending
The Company's energy lending portfolio was comprised of lending to the petroleum
and natural gas sectors and totaled $197.4 million at December 31, 2019, an
increase of $53.6 million from year end 2018, as shown in the table below.
                                                                                          Unfunded commitments
(In thousands)                           December 31, 2019     December 31, 2018          at December 31, 2019
Extraction                             $           177,903   $           114,152          $            62,996
Downstream distribution and refining                 7,168                17,300                       19,271
Mid-stream shipping and storage                      4,763                 3,483                       54,761
Support activities                                   7,598                 8,892                       27,667
Total energy lending portfolio         $           197,432   $           143,827          $           164,695



Investment Securities Analysis
Investment securities are comprised of securities that are classified as
available for sale, equity, trading or other. The largest component, available
for sale debt securities, decreased 1.9% during 2019 to $8.4 billion (excluding
unrealized gains/losses in fair value) at year end 2019. During 2019, debt
securities of $1.8 billion were purchased, which included $167.1 million in
state and municipal securities, $1.4 billion in agency mortgage-backed
securities, $55.7 million in non-agency mortgage-based securities, and $106.6
million in asset-backed securities. Total sales, maturities and pay downs were
$1.9 billion during 2019. During 2020, maturities and pay downs of approximately
$1.3 billion are expected to occur. The average tax equivalent yield earned on
total investment securities was 2.81% in 2019 and 2.84% in 2018.

At December 31, 2019, the fair value of available for sale securities was $8.6
billion, which included a net unrealized gain in fair value of $136.1 million,
compared to a net unrealized loss of $64.6 million at December 31, 2018. The
overall unrealized gain in fair value at December 31, 2019 included net gains of
$42.4 million in state and municipal securities and net gains of $63.4 million
in mortgage and asset-backed securities. The portfolio also included unrealized
net gains of $23.9 million and $5.9 million on U.S. government and federal
agency obligations and other debt securities, respectively.


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Available for sale investment securities at year end for the past two years are
shown below:
                                                      December 31
(In thousands)                                     2019         2018

Amortized Cost U.S. government and federal agency obligations $ 827,861 $ 914,486 Government-sponsored enterprise obligations 138,734 199,470 State and municipal obligations

                  1,225,532    1,322,785
Agency mortgage-backed securities                3,893,247    3,253,433
Non-agency mortgage-backed securities              796,451    1,053,854
Asset-backed securities                          1,228,151    1,518,976
Other debt securities                              325,555      339,595

Total available for sale debt securities $ 8,435,531 $ 8,602,599 Fair Value U.S. government and federal agency obligations $ 851,776 $ 907,652 Government-sponsored enterprise obligations 139,277 195,778 State and municipal obligations

                  1,267,927    1,328,039
Agency mortgage-backed securities                3,937,964    3,214,985
Non-agency mortgage-backed securities              809,782    1,047,716
Asset-backed securities                          1,233,489    1,511,614
Other debt securities                              331,411      332,257

Total available for sale debt securities $ 8,571,626 $ 8,538,041





At December 31, 2019, the available for sale portfolio included $3.9 billion of
agency mortgage-backed securities, which are collateralized bonds issued by
agencies including FNMA, GNMA, FHLMC, FHLB, Federal Farm Credit Banks and FDIC.
Non-agency mortgage-backed securities totaled $809.8 million and included $526.0
million collateralized by commercial mortgages and $283.8 million collateralized
by residential mortgages at December 31, 2019. Certain non-agency
mortgage-backed securities are other-than-temporarily impaired, and the
processes for determining impairment and the related losses are discussed in
Note 3 to the consolidated financial statements.

At December 31, 2019, U.S. government obligations included TIPS of $461.8 million, at fair value. Other debt securities include corporate bonds, notes and commercial paper.



The types of securities held in the available for sale security portfolio at
year end 2019 are presented in the table below. Additional detail by maturity
category is provided in Note 3 to the consolidated financial statements.
                                                                 December 31, 2019
                                                                                     Estimated
                                                   Percent of Total     Weighted      Average
                                                    Debt Securities  Average Yield   Maturity*
Available for sale debt securities:
U.S. government and federal agency obligations           9.9 %           1.54 %      4.2   years
Government-sponsored enterprise obligations              1.6             2.26        6.0
State and municipal obligations                         14.9             2.49        5.0
Agency mortgage-backed securities                       45.9             2.87        4.8
Non-agency mortgage-backed securities                    9.4             2.98        2.3
Asset-backed securities                                 14.4             2.61        3.0
Other debt securities                                    3.9             2.66        3.0

*Based on call provisions and estimated prepayment speeds.



Equity securities include common and preferred stock with readily determinable
fair values that totaled $2.9 million at December 31, 2019, compared to $2.6
million at December 31, 2018.

Other securities totaled $137.9 million at December 31, 2019 and $129.2 million
at December 31, 2018. These include Federal Reserve Bank stock and Federal Home
Loan Bank (Des Moines) stock held by the bank subsidiary in accordance with debt
and

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regulatory requirements. These are restricted securities and are carried at
cost. Also included are private equity investments which are held by a
subsidiary qualified as a Small Business Investment Company. These investments
are carried at estimated fair value, but are not readily marketable. While the
nature of these investments carries a higher degree of risk than the normal
lending portfolio, this risk is mitigated by the overall size of the investments
and oversight provided by management, and management believes the potential for
long-term gains in these investments outweighs the potential risks.

Other securities at year end for the past two years are shown below:


                                                     December 31
(In thousands)                                     2019       2018
Federal Reserve Bank stock                      $  33,770  $  33,498
Federal Home Loan Bank stock                       10,000     10,000

Private equity investments in debt securities 44,635 39,831 Private equity investments in equity securities 49,487 45,828 Total other securities

$ 137,892  $ 129,157



In addition to its holdings in the investment securities portfolio, the Company
invests in long-term securities purchased under agreements to resell, which
totaled $850.0 million at December 31, 2019 and $700.0 million at December 31,
2018. These investments mature in 2020 through 2023 and have fixed rates or
variable rates that fluctuate with published indices. The counterparties to
these agreements are other financial institutions from whom the Company has
accepted collateral of $886.3 million in marketable investment securities at
December 31, 2019. The average rate earned on these agreements during 2019 was
1.99%.

The Company also holds offsetting repurchase and resale agreements totaling
$200.0 million at December 31, 2019 and $450.0 million at December 31, 2018,
which are further discussed in Note 20 to the consolidated financial statements.
These agreements involve the exchange of collateral under simultaneous
repurchase and resale agreements with the same financial institution
counterparty. These repurchase and resale agreements have been offset against
each other in the balance sheet, as permitted under current accounting guidance.
The agreements mature in 2020 and earned an average of 45 basis points during
2019.

Deposits and Borrowings
Deposits, including both individual and corporate customers, are the primary
funding source for the Bank and are acquired from a broad base of local markets.
Total period-end deposits were $20.5 billion at December 31, 2019, compared to
$20.3 billion last year, reflecting an increase of $196.8 million, or 1.0%.

Average deposits declined by $221.4 million, or 1.1%, in 2019 compared to 2018,
resulting from declines in average demand deposits, which decreased $352.8
million, primarily driven by lower balances in business demand deposits.
Additionally, average money market deposit account balances decreased $734.0
million in 2019. Partially offsetting these decreases in deposit balances was
growth in average certificates of deposit balances, which increased $289.6
million, and in average interest checking balances, which increased $524.0
million in 2019.

The following table shows year end deposit balances by type, as a percentage of
total deposits.
                                                December 31
                                               2019    2018
Non-interest bearing                           33.6 %  34.3 %

Savings, interest checking and money market 56.6 57.5 Certificates of deposit of less than $100,000 3.1 2.9 Certificates of deposit of $100,000 and over 6.7 5.3 Total deposits

                                100.0 % 100.0 %



Core deposits, which include non-interest bearing, interest checking, savings,
and money market deposits, supported 75% and 77% of average earning assets in
2019 and 2018, respectively. Average balances by major deposit category for the
last six years are disclosed in the Average Balance Sheets section of
Management's Discussion and Analysis of Financial Condition and results of
Operations below. A maturity schedule of certificates of deposits outstanding at
December 31, 2019 is included in Note 7 on Deposits in the consolidated
financial statements.


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The Company's primary sources of overnight borrowings are federal funds
purchased and securities sold under agreements to repurchase (repurchase
agreements). Balances in these accounts can fluctuate significantly on a
day-to-day basis and generally have one day maturities. Total balances of
federal funds purchased and repurchase agreements outstanding at December 31,
2019 were $1.9 billion, a $105.6 million decrease from the $2.0 billion balance
outstanding at year end 2018. On an average basis, these borrowings increased
$308.0 million, or 20.3%, during 2019, due to an increase of $143.0 million in
repurchase agreements, and an increase of $165.0 million in federal funds
purchased. The average rate paid on total federal funds purchased and repurchase
agreements was 1.61% during 2019 and 1.30% during 2018.

Historically, the majority of the Company's long-term debt has been comprised of
fixed rate advances from the FHLB. During 2019, the Company borrowed $250.0
million of short-term funds from the FHLB, and those borrowings were repaid by
the Company in October 2019. The average rate paid on FHLB advances was 2.19%
during 2019. No advances were taken in 2018.

Liquidity and Capital Resources
Liquidity Management
Liquidity is managed within the Company in order to satisfy cash flow
requirements of deposit and borrowing customers while at the same time meeting
its own cash flow needs. The Company has taken numerous steps to address
liquidity risk and has developed a variety of liquidity sources which it
believes will provide the necessary funds for future growth. The Company manages
its liquidity position through a variety of sources including:
•    A portfolio of liquid assets including marketable investment securities and

overnight investments,

• A large customer deposit base and limited exposure to large, volatile

certificates of deposit,

• Lower long-term borrowings that might place demands on Company cash flow,

• Relatively low loan to deposit ratio promoting strong liquidity,

• Excellent debt ratings from both Standard & Poor's and Moody's national

rating services, and

• Available borrowing capacity from outside sources.


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The Company's most liquid assets include available for sale debt securities,
federal funds sold, balances at the Federal Reserve Bank, and securities
purchased under agreements to resell. At December 31, 2019 and 2018, such assets
were as follows:
(In thousands)                                                2019         

2018


Available for sale debt securities                        $ 8,571,626  $ 

8,538,041


Federal funds sold                                                  -       

3,320

Long-term securities purchased under agreements to resell 850,000 700,000 Balances at the Federal Reserve Bank

                          395,850      689,876
Total                                                     $ 9,817,476  $ 9,931,237



There were no federal funds sold at December 31, 2019, which are funds lent to
the Company's correspondent bank customers with overnight maturities. At
December 31, 2019, the Company had lent funds totaling $850.0 million under
long-term resale agreements to other large financial institutions. The
agreements mature in years 2020 through 2023. Under these agreements, the
Company holds marketable securities, safekept by a third-party custodian, as
collateral. This collateral totaled $886.3 million in fair value at December 31,
2019. Interest earning balances at the Federal Reserve Bank, which have
overnight maturities and are used for general liquidity purposes, totaled $395.9
million at December 31, 2019. The Company's available for sale investment
portfolio includes scheduled maturities and expected pay downs of approximately
$1.3 billion during 2020, and these funds offer substantial resources to meet
either new loan demand or help offset reductions in the Company's deposit
funding base. The Company pledges portions of its investment securities
portfolio to secure public fund deposits, repurchase agreements, trust funds,
letters of credit issued by the FHLB, and borrowing capacity at the Federal
Reserve Bank. At December 31, 2019 and 2018, total investment securities pledged
for these purposes were as follows:

(In thousands)                                                 2019         

2018

Investment securities pledged for the purpose of securing: Federal Reserve Bank borrowings

$    48,304  $   

67,675


FHLB borrowings and letters of credit                            7,637        9,974
Repurchase agreements *                                      2,083,716    2,469,432
Other deposits                                               2,149,575    1,784,020
Total pledged securities                                     4,289,232    4,331,101
Unpledged and available for pledging                         3,029,268    

2,872,562


Ineligible for pledging                                      1,253,126    

1,334,378

Total available for sale debt securities, at fair value $ 8,571,626 $ 8,538,041

* Includes securities pledged for collateral swaps, as discussed in Note 20 to the consolidated financial statements



The average loans to deposits ratio is a measure of a bank's liquidity, and the
Company's average loans to deposits ratio was 71.5% at December 31, 2019. Core
customer deposits, defined as non-interest bearing, interest checking, savings,
and money market deposit accounts, totaled $18.5 billion and represented 90.2%
of the Company's total deposits at December 31, 2019. These core deposits are
normally less volatile, often with customer relationships tied to other products
offered by the Company promoting long lasting relationships and stable funding
sources. Total core deposits decreased $153.1 million at year end 2019 compared
to year end 2018, with declines in wealth management and commercial deposits of
$104.7 million and $101.8 million, respectively. This decrease was partially
offset by growth of $51.8 million in consumer deposits. While the Company
considers core consumer and wealth management deposits less volatile, corporate
deposits could decline if interest rates increase significantly or if corporate
customers increase investing activities and reduce deposit balances. If these
corporate deposits decline, the Company's funding needs can be met by liquidity
supplied by investment security maturities and pay downs expected to total $1.3
billion over the next year, as noted above. In addition, as shown in the table
of collateral available for future advances below, the Company has borrowing
capacity of $3.6 billion through advances from the FHLB and the Federal Reserve.
(In thousands)               2019          2018
Core deposit base:
Non-interest bearing     $  6,890,687  $  6,980,298
Interest checking           2,130,591     2,090,936
Savings and money market    9,491,125     9,594,303
Total                    $ 18,512,403  $ 18,665,537




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Certificates of deposit of $100,000 or greater totaled $1.4 billion at December 31, 2019. These deposits are normally considered more volatile and higher costing, and comprised 6.7% of total deposits at December 31, 2019.



Other important components of liquidity are the level of borrowings from third
party sources and the availability of future credit. The Company's outside
borrowings are mainly comprised of federal funds purchased, and repurchase
agreements, as follows:
(In thousands)                                     2019         2018

Borrowings:


Federal funds purchased                        $    20,035  $    13,170
Securities sold under agreements to repurchase   1,830,737    1,943,219
Other debt                                           2,418        8,702
Total                                          $ 1,853,190  $ 1,965,091



Federal funds purchased, which totaled $20.0 million at December 31, 2019, are
unsecured overnight borrowings obtained mainly from upstream correspondent banks
with which the Company maintains approved lines of credit. Retail repurchase
agreements are offered to customers wishing to earn interest in highly liquid
balances and are used by the Company as a funding source considered to be
stable, but short-term in nature. Repurchase agreements are collateralized by
securities in the Company's investment portfolio. Total repurchase agreements at
December 31, 2019 were comprised of non-insured customer funds totaling $1.8
billion, and securities pledged for these retail agreements totaled $1.9
billion.

The Company pledges certain assets, including loans and investment securities to
both the Federal Reserve Bank and the FHLB as security to establish lines of
credit and borrow from these entities. Based on the amount and type of
collateral pledged, the FHLB establishes a collateral value from which the
Company may draw advances against the collateral. Additionally, this collateral
is used to enable the FHLB to issue letters of credit in favor of public fund
depositors of the Company. The Federal Reserve Bank also establishes a
collateral value of assets pledged and permits borrowings from the discount
window. The following table reflects the collateral value of assets pledged,
borrowings, and letters of credit outstanding, in addition to the estimated
future funding capacity available to the Company at December 31, 2019.

                                             December 31, 2019
(In thousands)                     FHLB       Federal Reserve       Total

Total collateral value pledged $ 2,668,773 $ 1,280,434 $ 3,949,207 Letters of credit issued (396,608 )

                 -     (396,608 )

Available for future advances $ 2,272,165 $ 1,280,434 $ 3,552,599

The Company receives outside ratings from both Standard & Poor's and Moody's on both the consolidated company and its subsidiary bank, Commerce Bank. These ratings are as follows:


                           Standard & Poor's Moody's
Commerce Bancshares, Inc.
Issuer rating                     A-
Preferred stock                  BBB-         Baa1
Rating outlook                  Stable       Stable
Commerce Bank
Issuer rating                      A           A2
Baseline credit assessment                     a1
Short-term rating                 A-1          P-1
Rating outlook                  Stable       Stable



The Company considers these ratings to be indications of a sound capital base
and strong liquidity and believes that these ratings would help ensure the ready
marketability of its commercial paper, should the need arise. No commercial
paper has been outstanding during the past ten years. The Company has no
subordinated or hybrid debt instruments which would affect future borrowing
capacity. Because of its lack of significant long-term debt, the Company
believes that, through its Capital Markets Group or in other public debt
markets, it could generate additional liquidity from sources such as jumbo
certificates of deposit, privately-placed corporate notes or other forms of
debt.

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The cash flows from the operating, investing and financing activities of the
Company resulted in a net decrease in cash, cash equivalents and restricted cash
of $301.4 million in 2019, as reported in the consolidated statements of cash
flows. Operating activities, consisting mainly of net income adjusted for
certain non-cash items, provided cash flow of $512.8 million and has
historically been a stable source of funds. Investing activities used cash of
$730.2 million, mainly from an increase in the loan portfolio, partly offset by
activity in the investment securities portfolio. Growth in the loan portfolio
used cash of $647.9 million, purchases of long-term resale agreements used cash
of $150.0 million, and net purchases of land, buildings and equipment used $40.5
million, while sales and maturities (net of purchases) of investment securities
provided cash of $108.3 million. Investing activities are somewhat unique to
financial institutions in that, while large sums of cash flow are normally used
to fund growth in investment securities, loans, or other bank assets, they are
normally dependent on the financing activities described below.

During 2019, financing activities used cash of $84.1 million. The Company paid
cash dividends of $122.5 million on common and preferred stock, and federal
funds purchases and short-term securities sold under agreements to repurchase
used cash in the amount of $105.6 million. Treasury stock purchases used cash of
$284.9 million during 2019 and included a cash outflow of $150.0 million related
to the Company's accelerated share repurchase agreement. Growth in deposits
partially offset these cash outflows by providing cash of $435.3 million. Future
short-term liquidity needs for daily operations are not expected to vary
significantly, and the Company believes it maintains adequate liquidity to meet
these cash flows. The Company's sound equity base, along with its long-term low
debt level, common and preferred stock availability, and excellent debt ratings,
provide several alternatives for future financing. Future acquisitions may
utilize partial funding through one or more of these options.

Cash outflows resulting from the Company's transactions in its common and preferred stock were as follows: (In millions)

                             2019     2018     2017
Purchases of treasury stock             $ 134.9  $  75.2  $  17.8
Accelerated share repurchase agreements   150.0        -        -
Common cash dividends paid                113.5    100.2     91.6
Preferred cash dividends paid               9.0      9.0      9.0
Cash used                               $ 407.4  $ 184.4  $ 118.4



The Parent faces unique liquidity constraints due to legal limitations on its
ability to borrow funds from its bank subsidiary. The Parent obtains funding to
meet its obligations from two main sources: dividends received from bank and
non-bank subsidiaries (within regulatory limitations) and management fees
charged to subsidiaries as reimbursement for services provided by the Parent, as
presented below:
(In millions)                          2019     2018     2017
Dividends received from subsidiaries $ 500.0  $ 200.0  $ 160.0
Management fees                         36.8     37.7     30.4
Total                                $ 536.8  $ 237.7  $ 190.4



These sources of funds are used mainly to pay cash dividends on outstanding
stock, pay general operating expenses, and purchase treasury stock. At
December 31, 2019, the Parent's investment securities totaled $4.4 million at
fair value, consisting mainly of preferred stock and non-agency mortgage-backed
securities. To support its various funding commitments, the Parent maintains a
$20.0 million line of credit with its subsidiary bank. There were no borrowings
outstanding under the line during 2019 or 2018.

Company senior management is responsible for measuring and monitoring the
liquidity profile of the organization with oversight by the Company's
Asset/Liability Committee. This is done through a series of controls, including
a written Contingency Funding Policy and risk monitoring procedures, which
include daily, weekly and monthly reporting. In addition, the Company prepares
forecasts to project changes in the balance sheet affecting liquidity and to
allow the Company to better plan for forecasted changes.


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Capital Management
Under Basel III capital guidelines, at December 31, 2019 and 2018, the Company
met all capital adequacy requirements and had regulatory capital ratios in
excess of the levels established for well-capitalized institutions, as shown in
the following table.
                                                                          Minimum
                                                                          Ratios
                                                                           under
                                                                          Capital     Minimum Ratios for
                                                                         Adequacy      Well-Capitalized
(Dollars in thousands)                         2019           2018      Guidelines          Banks*
Risk-adjusted assets                      $ 19,713,813   $ 19,103,966
Tier I common risk-based capital             2,745,538      2,716,232
Tier I risk-based capital                    2,890,322      2,861,016
Total risk-based capital                     3,052,079      3,022,023
Tier I common risk-based capital ratio           13.93 %        14.22 %      7.00 %           6.50 %
Tier I risk-based capital ratio                  14.66          14.98        8.50             8.00
Total risk-based capital ratio                   15.48          15.82       10.50            10.00
Tier I leverage ratio                            11.38          11.52        4.00             5.00

Tangible common equity to tangible assets 10.99 10.45 Dividend payout ratio

                            27.52          23.61


*under Prompt Corrective Action requirements



The Company maintains a treasury stock buyback program under authorizations by
its Board of Directors and periodically purchases stock in the open market.
During 2018, the Company purchased 1.2 million shares through market purchases.
During 2019, the Company purchased 4.7 million shares, including 2.4 million
shares purchased under an accelerated share repurchase (ASR) agreement. The ASR
agreement is further discussed in Note 14 to the consolidated financial
statements. At December 31, 2019, 4.4 million shares remained available for
purchase under the current Board authorization.

The Company's common stock dividend policy reflects its earnings outlook,
desired payout ratios, the need to maintain adequate capital levels and
alternative investment options. Per share cash dividends paid by the Company
increased 16.1% in 2019 compared with 2018, and the Company increased its first
quarter 2020 cash dividend 8.9%, making 2020 the Company's 52nd consecutive year
of regular cash dividend increases. The Company also distributed its 26th
consecutive annual 5% stock dividend in December 2019.

Commitments, Contractual Obligations, and Off-Balance Sheet Arrangements
In the normal course of business, various commitments and contingent liabilities
arise that are not required to be recorded on the balance sheet. The most
significant of these are loan commitments totaling $11.2 billion (including
approximately $5.1 billion in unused, approved credit card lines) and the
contractual amount of standby letters of credit totaling $377.3 million at
December 31, 2019. As many commitments expire unused or only partially used,
these totals do not necessarily reflect future cash requirements. Management
does not anticipate any material losses arising from commitments or contingent
liabilities and believes there are no material commitments to extend credit that
represent risks of an unusual nature.

A table summarizing contractual cash obligations of the Company at December 31, 2019 and the expected timing of these payments follows:


                                                 Payments Due by Period
                                             After One Year    After Three
                             In One Year or  Through Three    Years Through     After Five
(In thousands)                    Less           Years          Five Years        Years            Total
Operating lease obligations*        6,213           10,605            7,690         16,113          40,621
Purchase obligations              231,336          349,100          103,185         42,013         725,634
Certificates of Deposit**       1,727,042          256,692           24,225             53       2,008,012
Total                        $  1,964,591   $      616,397   $      135,100   $     58,179     $ 2,774,267

* Includes operating leases signed but not yet commenced. ** Includes principal payments only.



The Company funds a defined benefit pension plan for a portion of its employees.
Under the funding policy for the plan, contributions are made as necessary to
provide for current service and for any unfunded accrued actuarial liabilities
over a reasonable period. No contributions to the defined benefit plan were made
in 2019 or 2018, and the Company is not required nor does it expect to make a
contribution in 2020.

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The Company has investments in low-income housing partnerships generally within
the areas it serves. These partnerships supply funds for the construction and
operation of apartment complexes that provide affordable housing to that segment
of the population with lower family income. If these developments successfully
attract a specified percentage of residents falling in that lower income range,
federal (and sometimes state) income tax credits are made available to the
partners. The tax credits are normally recognized over ten years, and they play
an important part in the anticipated yield from these investments. In order to
continue receiving the tax credits each year over the life of the partnership,
the low-income residency targets must be maintained. Under the terms of the
partnership agreements, the Company has a commitment to fund a specified amount
that will be due in installments over the life of the agreements, which ranges
from 8 to 17 years. At December 31, 2019, the investments totaled $37.3 million
and are recorded as other assets in the Company's consolidated balance sheet.
Unfunded commitments, which are recorded as liabilities, amounted to $19.4
million at December 31, 2019.

The Company regularly purchases various state tax credits arising from
third-party property redevelopment. These credits are either resold to third
parties or retained for use by the Company. During 2019, purchases and sales of
tax credits amounted to $90.6 million and $84.9 million, respectively. Fees from
the sales of tax credits were $3.5 million, $4.9 million and $3.3 million in
2019, 2018 and 2017, respectively. At December 31, 2019, the Company had
outstanding purchase commitments totaling $160.9 million that it expects to fund
in 2020. These commitments, along with the commitments for the next five years,
are included in the table above.

Interest Rate Sensitivity
The Company's Asset/Liability Management Committee (ALCO) measures and manages
the Company's interest rate risk on a monthly basis to identify trends and
establish strategies to maintain stability in net interest income throughout
various rate environments. Analytical modeling techniques provide management
insight into the Company's exposure to changing rates. These techniques include
net interest income simulations and market value analysis. Management has set
guidelines specifying acceptable limits within which net interest income and
market value may change under various rate change scenarios. These measurement
tools indicate that the Company is currently within acceptable risk guidelines
as set by management.

The Company's main interest rate measurement tool, income simulation, projects
net interest income under various rate change scenarios in order to quantify the
magnitude and timing of potential rate-related changes. Income simulations are
able to capture option risks within the balance sheet where expected cash flows
may be altered under various rate environments. Modeled rate movements include
"shocks, ramps and twists." Shocks are intended to capture interest rate risk
under extreme conditions by immediately shifting rates up and down, while ramps
measure the impact of gradual changes and twists measure yield curve risk. The
size of the balance sheet is assumed to remain constant so that results are not
influenced by growth predictions.

The Company also employs a sophisticated simulation technique known as a
stochastic income simulation. This technique allows management to see a range of
results from hundreds of income simulations. The stochastic simulation creates a
vector of potential rate paths around the market's best guess (forward rates)
concerning the future path of interest rates and allows rates to randomly follow
paths throughout the vector. This allows for the modeling of non-biased rate
forecasts around the market consensus. Results give management insight into a
likely range of rate-related risk as well as worst and best-case rate scenarios.

Additionally, the Company uses market value analyses to help identify
longer-term risks that may reside on the balance sheet. This is considered a
secondary risk measurement tool by management. The Company measures the market
value of equity as the net present value of all asset and liability cash flows
discounted along the current swap curve plus appropriate market risk spreads. It
is the change in the market value of equity under different rate environments,
or effective duration, that gives insight into the magnitude of risk to future
earnings due to rate changes. Market value analyses also help management
understand the price sensitivity of non-marketable bank products under different
rate environments.

The tables below show the effects of gradual shifts in interest rates over a
twelve month period on the Company's net interest income versus the Company's
net interest income in a flat rate scenario.  Simulation A presents two rising
rate scenarios and a falling rate scenario, and in each scenario, rates are
assumed to change evenly over 12 months. In these scenarios, the balance sheet
remains flat with the exception of deposit balances, which may fluctuate based
on changes in rates. For instance, the Company may experience deposit
disintermediation if the spread between market rates and bank deposit rates
widens as rates rise.

The sensitivity of deposit balances to changes in rates is particularly
difficult to estimate in exceptionally low rate environments. Since the future
effects of changes in rates on deposit balances cannot be known with certainty,
the Company conservatively models alternate scenarios with greater deposit
attrition as rates rise. Simulation B illustrates results from these higher
attrition scenarios to provide added perspective on potential effects of higher
rates.


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The Company utilizes these simulations both for monitoring interest rate risk
and for liquidity planning purposes.  While the future effects of rising rates
on deposit balances cannot be known, the Company maintains a practice of running
multiple rate scenarios to better understand interest rate risk and its effect
on the Company's performance.

Simulation A                       December 31, 2019                                      September 30, 2019
                    $ Change in    % Change in                             $ Change in     % Change in
 (Dollars in        Net Interest   Net Interest     Assumed Deposit        Net Interest    Net Interest     Assumed Deposit
millions)              Income         Income           Attrition              Income          Income           Attrition
200 basis points
rising             $        7.8         .95  %     $      (281.9 )       $         10.7         1.35 %     $      (262.4 )
100 basis points
rising                      1.1         .14               (146.5 )                  7.3          .92              (138.2 )
100 basis points
falling                    (3.0 )     (0.36 )              154.8                    1.1         0.14               148.6



Simulation B                         December 31, 2019                     

September 30, 2019


                         $ Change in   % Change in       Assumed        $ 

Change in % Change in Assumed


                        Net Interest  Net Interest       Deposit        Net Interest   Net Interest       Deposit
 (Dollars in millions)     Income        Income         Attrition          Income         Income         Attrition
200 basis points rising       (6.0 )        (.74 )      (795.2 )              (.1 )         (.02 )       (662.2 )
100 basis points rising      (10.5 )       (1.29 )      (664.8 )             (2.0 )         (.25 )       (542.4 )



Under Simulation A, in the two rising rate scenarios, higher variable rate loan
volumes and a slight decline in deposit sensitivity contributed to increases in
income if rates rise relative to the previous period. However, this was more
than offset by changes in rates earned on the Company's long-term structured
repurchase agreements. In the fourth quarter of 2019, lower market rates
increased structured repurchase agreement rates and income in the Base scenario
which are expected to decline again if rates rise, reducing the benefit of
higher rates.

In Simulation B, the assumed higher levels of deposit attrition were modeled to
be replaced by wholesale borrowed funds with higher costs than in Simulation A
and resulted in a reduction in net interest income under both rising rate
scenarios.  In the 100 basis point falling scenario shown in Simulation A, it is
assumed that deposits would increase $154.8 million along with an increase in
earning assets, but rates on loans would fall faster than deposit rates.
Additionally, this scenario results in lower net interest income than in the
base calculation.  The 100 basis point falling scenario is presented only in
Simulation A as the results would be the same under Simulation B.

Projecting deposit activity in a historically low interest rate environment is
difficult, and the Company cannot predict how deposits will react to shifting
rates.  The comparison provided above provides insight into potential effects
of changes in rates and deposit levels on net interest income. 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 minimize the impact of interest rate risk.

Derivative Financial Instruments
The Company maintains an overall interest rate risk management strategy that
permits the use of derivative instruments to modify exposure to interest rate
risk. Such instruments include interest rate swaps, interest rate floors,
interest rate caps, credit risk participation agreements, foreign exchange
contracts, mortgage loan commitments, forward sale contracts, and forward
to-be-announced (TBA) contracts. The Company's interest rate risk management
strategy includes the ability to modify the re-pricing characteristics of
certain assets and liabilities so that changes in interest rates do not
adversely affect the net interest margin and cash flows. Interest rate floors
with a total notional amount of $1.5 billion have been entered into since the
beginning of 2018 as part of this strategy to manage interest rate risk. All of
these derivative instruments utilized by the Company are further discussed in
Note 19 on Derivative Instruments.

In all of these contracts, the Company is exposed to credit risk in the event of
nonperformance by counterparties, who may be bank customers or other financial
institutions. The Company controls the credit risk of its financial contracts
through credit approvals, limits and monitoring procedures. Because the Company
generally enters into transactions only with high quality counterparties, there
have been no losses associated with counterparty nonperformance on derivative
financial instruments.


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The following table summarizes the notional amounts and estimated fair values of
the Company's derivative instruments at December 31, 2019 and 2018. Notional
amount, along with the other terms of the derivative, is used to determine the
amounts to be exchanged between the counterparties. Because the notional amount
does not represent amounts exchanged by the parties, it is not a measure of loss
exposure related to the use of derivatives nor of exposure to liquidity risk.
                                         2019                                                  2018
                                        Positive Fair   Negative Fair        Notional      Positive Fair   Negative Fair
(In thousands)      Notional Amount         Value           Value             Amount           Value           Value
Interest rate
swaps             $       2,606,181     $    37,774     $    (9,916 )     $  2,006,280     $    11,537     $   (13,110 )
Interest rate
floors                    1,500,000          67,192               -          1,000,000          29,031               -
Interest rate
caps                         59,316               4              (4 )           62,163              24             (24 )
Credit risk
participation
agreements                  316,225             140            (230 )          143,460              47             (93 )
Foreign exchange
contracts                    10,936              97             (32 )            6,206              20              (8 )
Mortgage loan
commitments                  13,755             459               -             14,544             536               -
Mortgage loan
forward sale
contracts                     1,943               6              (2 )            5,768              15              (8 )
Forward TBA
contracts                    17,500               2             (35 )           16,500               -            (178 )
Total at December
31                $       4,525,856     $   105,674     $   (10,219 )     $

 3,254,921     $    41,210     $   (13,421 )



Operating Segments
The Company segregates financial information for use in assessing its
performance and allocating resources among three operating segments. The results
are determined based on the Company's management accounting process, which
assigns balance sheet and income statement items to each responsible segment.
These segments are defined by customer base and product type. The management
process measures the performance of the operating segments based on the
management structure of the Company and is not necessarily comparable with
similar information for any other financial institution. Each segment is managed
by executives who, in conjunction with the Chief Executive Officer, make
strategic business decisions regarding that segment. The three reportable
operating segments are Consumer, Commercial, and Wealth. Additional information
is presented in Note 13 on Segments in the consolidated financial statements.
The Company uses a funds transfer pricing method to value funds used (e.g.,
loans, fixed assets, cash, etc.) and funds provided (deposits, borrowings, and
equity) by the business segments and their components. This process assigns a
specific value to each new source or use of funds with a maturity, based on
current swap rates, thus determining an interest spread at the time of the
transaction. Non-maturity assets and liabilities are valued using weighted
average pools. The funds transfer pricing process attempts to remove interest
rate risk from valuation, allowing management to compare profitability under
various rate environments. The Company also assigns loan charge-offs and
recoveries (labeled in the table below as "provision for loan losses") directly
to each operating segment instead of allocating an estimated loan loss
provision. The operating segments also include a number of allocations of income
and expense from various support and overhead centers within the Company.

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The table below is a summary of segment pre-tax income results for the past
three years.
(Dollars in
thousands)              Consumer    Commercial      Wealth     Segment Totals   Other/Elimination    Consolidated Totals
Year ended December
31, 2019:
Net interest income   $  315,782   $  342,736    $   48,058   $      706,576   $       114,717      $         821,293
Provision for loan
losses                   (44,987 )     (4,204 )        (174 )        (49,365 )          (1,073 )              (50,438 )

Non-interest income 135,257 203,952 183,589 522,798

             1,905                524,703
Investment securities
gains, net                     -            -             -                -             3,626                  3,626

Non-interest expense (297,581 ) (308,686 ) (124,123 ) (730,390 ) (37,008 )

             (767,398 )
Income before income
taxes                 $  108,471   $  233,798    $  107,350   $      449,619   $        82,167      $         531,786
Year ended December
31, 2018:
Net interest income   $  294,798   $  344,972    $   46,946   $      686,716   $       137,109      $         823,825
Provision for loan
losses                   (40,571 )     (1,134 )          32          (41,673 )          (1,021 )              (42,694 )

Non-interest income 126,253 202,527 173,026 501,806

              (465 )              501,341
Investment securities
losses, net                    -            -             -                -              (488 )                 (488 )

Non-interest expense (286,181 ) (297,847 ) (123,568 ) (707,596 ) (30,225 )

             (737,821 )
Income before income
taxes                 $   94,299   $  248,518    $   96,436   $      439,253   $       104,910      $         544,163
2019 vs 2018
Increase in income
before income taxes:
Amount                $   14,172   $  (14,720 )  $   10,914   $       10,366   $       (22,743 )    $         (12,377 )
Percent                     15.0 %       (5.9 )%       11.3 %            2.4 %           (21.7 )%                (2.3 )%
Year ended December
31, 2017:
Net interest income   $  276,891   $  329,087    $   47,264   $      653,242   $        80,437      $         733,679
Provision for loan
losses                   (40,619 )        205           (41 )        (40,455 )          (4,789 )              (45,244 )

Non-interest income 121,362 184,577 158,175 464,114

            (2,851 )              461,263
Investment securities
gains, net                     -            -             -                -            25,051                 25,051

Non-interest expense (274,225 ) (281,845 ) (120,461 ) (676,531 ) (67,812 )

             (744,343 )
Income before income
taxes                 $   83,409   $  232,024    $   84,937   $      400,370   $        30,036      $         430,406
2018 vs 2017
Increase in income
before income taxes:
Amount                $   10,890   $   16,494    $   11,499   $       38,883   $        74,874      $         113,757
Percent                     13.1 %        7.1  %       13.5 %            9.7 %            N.M.                   26.4  %



Consumer
The Consumer segment includes consumer deposits, consumer finance, and consumer
debit and credit cards. During 2019, income before income taxes for the Consumer
segment increased $14.2 million, or 15.0%, compared to 2018. This increase was
due to growth of $21.0 million, or 7.1%, in net interest income and an increase
in non-interest income of $9.0 million, or 7.1%. Net interest income increased
due to a $27.8 million increase in net allocated funding credits assigned to the
Consumer segment's loan and deposit portfolios and growth of $3.4 million in
loan interest income, partly offset by an increase of $10.1 million in deposit
interest expense. Non-interest income increased mainly due to growth in mortgage
banking revenue and net credit card fees, (mainly higher interchange fees and
lower rewards expense), partly offset by a decline in deposit fees (mainly
overdraft and deposit account service fees). These increases to income were
partly offset by growth of $11.4 million, or 4.0%, in non-interest expense.
Non-interest expense increased over the prior year due to higher salaries
expense, data processing and software expense and allocated servicing and
support costs (mainly teller services, online banking, installment loan and
management fees). The provision for loan losses totaled $45.0 million, a $4.4
million increase over the prior year, which was mainly due to higher net
charge-offs on consumer credit card loans. Total average loans in this segment
decreased $107.1 million, or 4.6%, in 2019 compared to 2018 mainly due to a
decline in auto and other consumer loans. Average deposits increased $25.8
million over the prior year, resulting from growth in interest checking,
savings, and certificate of deposit balances, partly offset by a decline in
money market deposit accounts.


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During 2018, income before income taxes for the Consumer segment increased $10.9
million, or 13.1%, compared to 2017. This increase was mainly due to growth of
$17.9 million, or 6.5%, in net interest income and an increase in non-interest
income of $4.9 million, or 4.0%. Net interest income increased due to a $14.2
million increase in net allocated funding credits and growth of $5.3 million in
loan interest income, partly offset by an increase of $1.6 million in deposit
interest expense. Non-interest income increased mainly due to growth in net
debit card fees, (mainly lower network expense and higher interchange fees),
deposit fees (mainly deposit account service fees and overdraft and return item
fees) and mortgage banking revenue, partly offset by higher credit card rewards
expense. These increases to income were partly offset by growth of $12.0
million, or 4.4%, in non-interest expense. Non-interest expense increased over
2017 due to an increase in full-time salaries expense and higher allocated
servicing and support costs, mainly marketing, information technology and
management fees. The provision for loan losses totaled $40.6 million, a slight
decrease from 2017, which was mainly due to lower net charge-offs on home equity
loans, partly offset by higher consumer credit card loan net charge-offs. Total
average loans in this segment decreased $45.1 million, or 1.9%, in 2018 compared
to 2017 mainly due to a decline in auto and other personal loans. Average
deposits increased $19.9 million over 2017, resulting from growth in interest
checking and savings accounts, partly offset by declines in demand, money market
deposit accounts, and certificate of deposit balances.

Commercial


The Commercial segment provides corporate lending (including the Small Business
Banking product line within the branch network), leasing, international
services, and business, government deposit, and related commercial cash
management services, as well as merchant and commercial bank card products. The
segment includes the Capital Markets Group, which sells fixed-income securities
to correspondent banks, corporations, public institutions, municipalities, and
individuals and also provides securities safekeeping and bond accounting
services. Pre-tax income for 2019 decreased $14.7 million, or 5.9%, compared to
2018, mainly due to a decrease in net interest income and increases in
non-interest expense and the provision for loan losses. Net interest income
decreased $2.2 million, or .6%, due to a decline of $13.2 million in net
allocated funding credits and higher interest expense of $18.4 million on
deposits and customer repurchase agreements, partly offset by an increase of
$29.3 million in loan interest income. The provision for loan losses increased
$3.1 million over last year, due to higher lease loan net charge-offs (related
to a charge-off on a single lease loan), partly offset by lower business loan
net charge-offs. Non-interest income increased $1.4 million, or .7%, over 2018
due to higher deposit account fees (mainly corporate cash management), cash
sweep commissions, and gains on sales of leased assets to customers upon lease
termination. These increases were partly offset by lower net corporate card fees
(driven by lower interchange income and higher network and rewards expense) and
lower tax credit sales fees. Non-interest expense increased $10.8 million, or
3.6%, during 2019, mainly due to increases in salaries expense and allocated
support costs (mainly information technology, marketing and commercial sales and
product support). These increases were partly offset by lower deposit insurance
expense and allocated servicing costs (mainly teller services and deposit
operations). Average segment loans increased $310.9 million, or 3.5%, compared
to 2018, with growth occurring in business and business real estate loans.
Average deposits decreased $180.9 million, or 2.3%, due to declines in business
demand and money market deposit accounts, partly offset by growth in certificate
of deposit balances.
Pre-tax income for 2018 increased $16.5 million, or 7.1%, compared to 2017,
mainly due to increases in net interest income and non-interest income, partly
offset by higher non-interest expense. Net interest income increased $15.9
million, or 4.8%, due to growth of $70.6 million in loan interest income, partly
offset by a decline of $32.3 million in net allocated funding credits and higher
interest expense of $22.5 million on deposits and customer repurchase
agreements. The provision for loan losses increased $1.3 million over 2017, due
to higher net charge-offs on business loans and lower recoveries on construction
loans, partly offset by lower commercial card loan net charge-offs. Non-interest
income increased $18.0 million, or 9.7%, over 2017 due to higher net corporate
card fees (driven by higher fees), swap fees, tax credit sales fees and deposit
account fees (mainly corporate cash management). These increases were partly
offset by lower gains on sales of leased assets to customers upon lease
termination. Non-interest expense increased $16.0 million, or 5.7%, during 2018,
mainly due to increases in salaries expense and allocated support and service
costs (mainly information technology and commercial sales and product support
fees). Average segment loans increased $304.7 million, or 3.5%, compared to
2017, with growth occurring in commercial and industrial, construction, and
healthcare loans. Average deposits decreased $271.8 million, or 3.3%, due to
declines in business demand deposits, money market deposit accounts, and
certificates of deposit, partly offset by growth in interest checking deposits.

Wealth


The Wealth segment provides traditional trust and estate planning, advisory and
discretionary investment management services, brokerage services, and includes
Private Banking accounts. At December 31, 2019, the Trust group managed
investments with a market value of $34.4 billion and administered an additional
$22.3 billion in non-managed assets. It also provides investment management
services to The Commerce Funds, a series of mutual funds with $2.9 billion in
total assets at December 31, 2019. In 2019, pre-tax income for the Wealth
segment was $107.4 million, compared to $96.4 million in 2018, an increase of
$10.9 million, or 11.3%. Net interest income increased $1.1 million, or 2.4%,
due to a $4.3 million increase in loan interest income and a $1.7 million
increase in net allocated funding credits, partly offset by higher interest
expense of $4.9 million. Non-interest

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income increased $10.6 million, or 6.1%, over the prior year largely due to
higher private client fund trust fees and cash sweep commissions. Non-interest
expense increased $555 thousand, or .4%, resulting from higher salaries and
benefits expense and higher allocated costs for information technology. The
provision for loan losses increased $206 thousand, mainly due to higher
revolving home equity loan net charge-offs. Average assets increased $45.0
million, or 3.6%, during 2019 mainly due to growth in personal real estate and
consumer loan balances. Average deposits decreased $39.2 million, or 2.1%, due
to declines in interest checking account balances, partially offset by higher
balances of demand deposits. During the fourth quarter of 2019, the Company sold
its corporate trust business, which was included in the Wealth segment.

In 2018, pre-tax income for the Wealth segment was $96.4 million, compared to
$84.9 million in 2017, an increase of $11.5 million, or 13.5%. Net interest
income decreased $318 thousand, or .7%, due to a $5.3 million decrease in net
allocated funding credits, partly offset by a $5.5 million increase in loan
interest income. Non-interest income increased $14.9 million, or 9.4%, over 2017
largely due to higher private client and institutional trust fees, brokerage
fees and cash sweep commissions. These increases were partly offset by write
downs on software costs. Non-interest expense increased $3.1 million, or 2.6%,
resulting from higher salary and benefit costs, data processing expense and
allocated support and corporate management fee costs, partly offset by lower
trust losses. The provision for loan losses decreased $73 thousand, mainly due
to personal real estate loan net recoveries. Average assets increased $25.2
million, or 2.1%, during 2018 mainly due to higher personal real estate and
consumer loans. Average deposits decreased $219.0 million, or 10.5%, due to
declines in money market deposit accounts and long-term certificates of deposit
over $100,000.

The segment activity, as shown above, includes both direct and allocated items.
Amounts in the "Other/Elimination" column include activity not related to the
segments, such as certain administrative functions, the investment securities
portfolio, and the effect of certain expense allocations to the segments. Also
included in this category is the difference between the Company's provision for
loan losses and net loan charge-offs, which are generally assigned directly to
the segments. In 2019, the pre-tax income in this category was $82.2 million,
compared to $104.9 million in 2018. This decrease was due to lower unallocated
net interest income of $22.4 million and higher unallocated non-interest expense
of $6.8 million. Unallocated securities gains were $3.6 million in 2019,
compared to securities losses of $488 thousand in 2018. Also, the unallocated
loan loss provision increased $52 thousand, as the provision was $1.1 million in
excess of charge-offs in 2019, while the provision was $1.0 million in excess of
charge offs in 2018. Additionally in 2019, a $11.5 million gain on the sale of
Company's corporate trust business, mentioned above, was also recorded in the
Other segment.

Impact of Recently Issued Accounting Standards



Leases In February 2016, the FASB issued ASU 2016-02, "Leases", in order to
increase transparency and comparability by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information about leasing
arrangements. The ASU primarily affects lessee accounting, which requires the
lessee to recognize a right-of-use (ROU) asset and a liability to make lease
payments for those leases classified as operating leases under previous GAAP.
The ASU provides guidance as to the definition of a lease, identification of
lease components, and sale and leaseback transactions. The FASB issued elections
and expedients within the original ASU and additional amendments, clarifying the
lease guidance for certain implementation issues. The Company has adopted the
package of expedients, the lease component expedient as well as the disclosure
expedient. Additionally, for leases with a term of 12 months or less, an
election was made not to recognize lease assets and lease liabilities. The
Company adopted the new accounting standard as of January 1, 2019, and a lease
liability of $28.1 million and a ROU asset of $27.5 million were recognized. The
impact of the adoption and required disclosures are discussed in Note 6 to the
consolidated financial statements.

Premium Amortization The FASB issued ASU 2017-08, "Premium Amortization on
Purchased Callable Debt Securities", in March 2017. Under former guidance, many
entities amortize the premium on purchased callable debt securities over the
contractual life of the instrument. As a result, upon the exercise of a call on
a callable debt security held at a premium, the unamortized premium is recorded
as a loss in earnings. The amendments in this ASU shorten the amortization
period for certain callable debt securities held at a premium to the earliest
call date, and more closely align the amortization period to expectations
incorporated in market pricing of the instrument. The amendments were effective
January 1, 2019 and did not have a significant effect on the Company's
consolidated financial statements.

Financial Instruments ASU 2016-13, "Measurement of Credit Losses on Financial
Instruments", known as the current expected credit loss (CECL) model, was issued
in June 2016, and has been followed by additional clarifying guidance on
specified implementation issues. This new standard is effective for fiscal years
beginning after December 15, 2019 and was adopted by the Company on January 1,
2020 using the modified retrospective method.


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This new measurement approach requires the calculation of expected lifetime
credit losses and is applied to financial assets measured at amortized cost,
including loans and held-to-maturity securities, as well as certain off-balance
sheet credit exposures such as loan commitments. The standard also changes the
impairment model of available for sale debt securities.

The allowance for loan losses under the previously required incurred loss model
that is reported on the Company's consolidated balance sheets is different under
the requirements of the CECL model. Upon adoption in the first quarter of 2020,
a cumulative-effect adjustment for the change in the allowance for credit losses
will be recognized in retained earnings. The cumulative-effect adjustment to
retained earnings, net of taxes, will be comprised of the impact to the
allowance for credit losses on outstanding loans and leases and the impact to
the liability for off-balance sheet commitments. There is no implementation
impact on held-to-maturity debt securities as the Company does not hold any debt
securities within the scope of CECL.

The new accounting standard does not require the use of a specific loss
estimation method for purposes of determining the allowance for credit losses.
The Company selected a methodology that uses historical net charge-off rates,
adjusted by the impacts of a reasonable and supportable forecast and the impacts
of other qualitative factors to determine the expected credit losses. Key
assumptions include the application of historical loss rates, prepayment speeds,
forecast results of a reasonable and supportable period, the period to revert to
historical loss rates, and qualitative factors. The forecast is determined using
projections of certain macroeconomic variables, such as, unemployment rate,
prime rate, BBB corporate yield, and housing price index. The model design and
methodology requires management judgment.

The allowance for credit losses on the commercial portfolio is expected to
decrease due to the relatively short contractual lives of the commercial loan
portfolios coupled with an economic forecast predicting stable macroeconomic
factors similar to the current environment. The allowance for credit losses on
the personal banking loan portfolio is expected to increase due to the
relatively longer contractual lives of certain portfolios, primarily those
collateralized with personal real estate. Because the commercial loan portfolio
represents 63% of total loans at December 31, 2019, the change in its allowance
for credit losses will have a more significant impact on the total allowance for
credit losses, resulting in a potential net reduction in the allowance for
credit losses. Based on preliminary results, the Company expects its allowance
for loan losses to total loans ratio to decline from 1.09% at December 31, 2019,
to within a range of approximately 0.85% to 1.05% upon adoption. Offsetting the
overall reduction in the allowance for credit losses for outstanding loans and
leases is an expected increase in the liability for off-balance sheet loan
commitments. The liability will increase as the loss estimation is required to
expand over the contractual commitment period.

Preliminary results indicate the adoption adjustment will result in an
immaterial impact to retained earnings. The Company is currently performing
quality reviews on preliminary results and is planning to finalize the impact in
the 1st quarter of 2020. The adoption adjustment is subject to the completion of
the Company's governance and quality review processes that are in process.

Moving beyond the impact of the adoption of CECL, volatility in the allowance
for credit losses, and therefore earnings, will likely be experienced due to
changes in the relevant forward-looking information including forecasts of
macroeconomic conditions utilized in the CECL model and other key assumptions
that are applied to the remaining life of the loan and lease portfolios.

Intangible Assets The FASB issued ASU 2017-04, "Simplifying the Test for
Goodwill Impairment", in January 2017. Under current guidance, a goodwill
impairment loss is measured by comparing the implied fair value of a reporting
unit's goodwill with the carrying amount of that goodwill by following
procedures that would be required in determining the fair value of assets
acquired and liabilities assumed in a business combination. Under the new
amendments, the goodwill impairment test compares the fair value of a reporting
unit with its carrying amount and an impairment charge is measured as the amount
by which the carrying amount exceeds the reporting unit's fair value. The
amendments were effective for impairment tests beginning January 1, 2020 and did
not have a significant effect on the Company's consolidated financial
statements.

Financial Instruments The FASB issued ASU 2018-13, "Changes to the Disclosure
Requirements of Fair Value Measurement", in August 2018. The amendments in the
ASU eliminate or modify certain disclosure requirements for fair value
measurements in Topic 820, Fair Value Measurement. In addition, the amendments
in the ASU also require the addition of new disclosure requirements on fair
value measurement, including the disclosure of changes in unrealized gains and
losses for the period included in AOCI for recurring Level 3 fair value
measurements and the range and weighted average of significant unobservable
inputs used to develop Level 3 fair value measurements. The guidance was
effective January 1, 2020 and did not have a significant effect on the Company's
consolidated financial statements.

Retirement Benefits The FASB issued ASU 2018-14, "Compensation - Retirement
Benefits-Defined Benefit Plans-General (Subtopic 715-20)", in August 2018. The
amendments in the ASU eliminate disclosures that are no longer considered cost
beneficial and clarify specific requirements of disclosures. In addition, the
amendments in the ASU also add new disclosures, including the explanation of the
reasons for significant gains and losses related to changes in the benefit
obligation for the period. The amendments were effective January 1, 2020 and did
not have a significant effect on the Company's consolidated financial
statements.

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Intangible Assets The FASB issued ASU 2018-15, "Customer's Accounting for
Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service
Contract", in August 2018. Under current guidance the accounting for
implementation costs of a hosting arrangement that is a service contract is not
specifically addressed. Under the new amendments, the requirements for
capitalizing implementation costs incurred in a hosting arrangement that is a
service contract are aligned with the requirements for capitalizing
implementation costs incurred to develop or obtain internal-use software or
hosting arrangements that include internal-use software license. The guidance
was effective January 1, 2020 and did not have a significant effect on the
Company's consolidated financial statements.

Income Taxes The FASB issued ASU 2019-12, "Simplifying the Accounting for Income
Taxes", in December 2019. The amendments in the ASU eliminate certain exceptions
under current guidance for investments, intraperiod allocations, and the
methodology for calculating interim income tax. In addition, the amendments also
add new guidance to simplify accounting for income taxes. The amendments are
effective January 1, 2021, but early adoption is permitted. The Company is still
assessing the impact on the Company's consolidated financial statements.

Corporate Governance
The Company has adopted a number of corporate governance measures. These include
corporate governance guidelines, a code of ethics that applies to its senior
financial officers and the charters for its audit and risk committee, its
committee on compensation and human resources, and its committee on
governance/directors. This information is available on the Company's Web site
www.commercebank.com under Social Responsibility.


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SUMMARY OF QUARTERLY STATEMENTS OF INCOME
Year ended December 31, 2019                          For the Quarter Ended
(In thousands, except per share data)   12/31/2019    9/30/2019    6/30/2019    3/31/2019
Interest income                        $   226,665   $  231,743   $  238,412   $  227,865
Interest expense                           (24,006 )    (28,231 )    (26,778 )    (24,377 )
Net interest income                        202,659      203,512      211,634      203,488
Non-interest income                        143,461      132,743      127,259      121,240
Investment securities gains (losses),
net                                           (248 )      4,909         (110 )       (925 )
Salaries and employee benefits            (126,901 )   (123,836 )   (120,062 )   (122,128 )
Other expense                              (68,273 )    (67,184 )    (69,717 )    (69,297 )
Provision for loan losses                  (15,206 )    (10,963 )    (11,806 )    (12,463 )
Income before income taxes                 135,492      139,181      137,198      119,915
Income taxes                               (28,214 )    (29,101 )    (28,899 )    (22,860 )
Non-controlling interest                      (398 )       (838 )       (328 )         83
Net income attributable to Commerce
Bancshares, Inc.                       $   106,880   $  109,242   $  107,971   $   97,138
Net income per common share - basic*   $       .94   $      .93   $      .91   $      .81
Net income per common share - diluted* $       .93   $      .93   $      .91   $      .81
Weighted average shares - basic*           111,730      112,982      

114,961 115,511 Weighted average shares - diluted* 112,011 113,249 115,240 115,816




Year ended December 31, 2018                          For the Quarter Ended
(In thousands, except per share data)   12/31/2018    9/30/2018    6/30/2018    3/31/2018
Interest income                        $   232,832   $  224,751   $  225,623   $  205,995
Interest expense                           (20,612 )    (16,997 )    (14,664 )    (13,103 )
Net interest income                        212,220      207,754      210,959      192,892
Non-interest income                        133,087      123,714      124,850      119,690
Investment securities gains (losses),
net                                         (7,129 )      4,306       (3,075 )      5,410
Salaries and employee benefits            (120,517 )   (116,194 )   (115,589 )   (115,894 )
Other expense                              (68,108 )    (68,865 )    (66,271 )    (66,383 )
Provision for loan losses                  (12,256 )     (9,999 )    (10,043 )    (10,396 )
Income before income taxes                 137,297      140,716      140,831      125,319
Income taxes                               (26,537 )    (26,647 )    (29,507 )    (23,258 )
Non-controlling interest                    (1,108 )     (1,493 )       (994 )     (1,077 )
Net income attributable to Commerce
Bancshares, Inc.                       $   109,652   $  112,576   $  110,330   $  100,984
Net income per common share - basic*   $       .92   $      .93   $      .92   $      .84
Net income per common share - diluted* $       .91   $      .94   $      .91   $      .84
Weighted average shares - basic*           116,000      116,434      

116,519 116,462 Weighted average shares - diluted* 116,309 116,823 116,897 116,827




Year ended December 31, 2017                          For the Quarter Ended
(In thousands, except per share data)   12/31/2017    9/30/2017    6/30/2017    3/31/2017
Interest income                        $   201,572   $  194,244   $  193,594   $  187,997
Interest expense                           (11,564 )    (11,653 )    (10,787 )     (9,724 )
Net interest income                        190,008      182,591      182,807      178,273
Non-interest income                        119,383      116,887      115,380      109,613
Investment securities gains (losses),
net                                         27,209       (3,037 )      1,651         (772 )
Salaries and employee benefits            (115,741 )   (111,382 )   (108,829 )   (112,369 )
Other expense                              (93,118 )    (67,835 )    (68,061 )    (67,008 )
Provision for loan losses                  (12,654 )    (10,704 )    (10,758 )    (11,128 )
Income before income taxes                 115,087      106,520      112,190       96,609
Income taxes                               (20,104 )    (32,294 )    (33,201 )    (24,907 )
Non-controlling interest                      (628 )        338          (29 )       (198 )
Net income attributable to Commerce
Bancshares, Inc.                       $    94,355   $   74,564   $   78,960   $   71,504
Net income per common share - basic*   $       .78   $      .61   $      .65   $      .59
Net income per common share - diluted* $       .78   $      .61   $      .65   $      .58
Weighted average shares - basic*           116,445      116,455      

116,405 116,191 Weighted average shares - diluted* 116,839 116,844 116,803 116,650

* Restated for the 5% stock dividend distributed in 2019.


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AVERAGE BALANCE SHEETS - AVERAGE RATES AND YIELDS


                                                                                                               Years Ended December 31
                                                              2019                                                       2018                                                      2017
                                                            Interest         Average Rates                              Interest        Average Rates                             Interest        Average Rates
(Dollars in thousands)               Average Balance     Income/Expense       Earned/Paid        Average Balance     Income/Expense      Earned/Paid       Average Balance     Income/Expense      Earned/Paid
ASSETS
Loans:(A)
Business(B)                         $      5,214,158   $         202,308        3.88  %         $      4,963,029   $         184,837         3.72 %    

$ 4,832,045 $ 154,681 3.20 % Real estate - construction and land 909,367

              49,702        5.47                     967,320              49,440         5.11                  881,879              37,315         4.23
Real estate - business                     2,859,008             127,635        4.46                   2,737,820             117,516         4.29                2,694,620             102,009         3.79
Real estate - personal                     2,178,716              85,604        3.93                   2,093,802              80,365         3.84                2,019,674              75,267         3.73
Consumer                                   1,930,883              92,414        4.79                   2,010,826              89,074         4.43                2,036,393              81,065         3.98
Revolving home equity                        358,474              18,204        5.08                     379,715              17,513         4.61                  398,611              15,516         3.89
Consumer credit card                         764,828              93,754       12.26                     768,789              92,269        12.00                  743,885              88,329        11.87
Overdrafts                                     9,203                   -           -                       4,778                   -            -                    4,592                   -            -
Total loans                               14,224,637             669,621        4.71                  13,926,079             631,014         4.53               13,611,699             554,182         4.07
Loans held for sale                           18,577               1,209        6.51                      19,493               1,298         6.66                   17,452               1,000         5.73
Investment securities:
U.S. government & federal agency
obligations                                  851,124              20,968        2.46                     921,759              21,720         2.36                  914,961              19,697         2.15
Government-sponsored enterprise
obligations                                  191,406               4,557        2.38                     308,520               6,098         1.98                  452,422               7,321         1.62
State & municipal obligations(B)           1,220,958              38,362        3.14                   1,410,700              42,867         3.04                1,720,723              62,073         3.61
Mortgage-backed securities                 4,594,576             123,806        2.69                   4,203,625             111,686         2.66                3,784,602              89,623         2.37
Asset-backed securities                    1,372,574              37,478        2.73                   1,455,690              34,223         2.35                2,083,611              36,757         1.76
Other debt securities                        333,105               9,017        2.71                     340,458               8,912         2.62                  330,365               8,410         2.55
Trading debt securities(B)                    29,450                 886        3.01                      24,731                 759         3.07                   21,929                 583         2.66
Equity securities(B)                           4,547               1,792       39.41                      26,459              11,816        44.66                   60,772               2,283         3.76
Other securities(B)                          134,255               8,466        6.31                     114,438              12,412        10.85                   98,564              10,507        10.66
Total investment securities                8,731,995             245,332   

    2.81                   8,806,380             250,493         2.84                9,467,949             237,254         2.51
Federal funds sold and short-term
securities purchased under
agreements to resell                           2,034                  55        2.70                      27,026                 519         1.92                   18,518                 230         1.24
Long-term securities purchased
under agreements to resell                   741,089              15,898        2.15                     696,438              15,881         2.28                  688,147              15,440         2.24
Interest earning deposits with
banks                                        316,299               6,698        2.12                     319,948               6,233         1.95                  207,269               2,223         1.07
Total interest earning assets             24,034,631             938,813        3.91                  23,795,364             905,438         3.81               24,011,034             810,329         3.37
Allowance for loan losses                   (160,212 )                                                  (158,791 )                                                (156,572 )
Unrealized gain (loss) on debt
securities                                    74,605                                                    (113,068 )                                                  45,760
Cash and due from banks                      370,709                                                     360,732                                                   361,414
Land, buildings and equipment - net          380,350                                                     343,636                                                   345,639
Other assets                                 513,442                                                     438,362                                                   424,333
Total assets                        $     25,213,525                                            $     24,666,235                                          $     25,031,608
LIABILITIES AND EQUITY
Interest bearing deposits:
Savings                             $        918,896               1,021         .11            $        867,150                 973          .11         $        819,558                 981          .12
Interest checking and money market        10,607,224              38,691         .36                  10,817,169              26,830          .25               10,517,741              16,328          .16
Certificates of deposit of less
than $100,000                                610,807               6,368        1.04                     603,137               3,215          .53                  676,272               2,645          .39
Certificates of deposit of $100,000
and over                                   1,396,760              26,945        1.93                   1,114,825              14,658         1.31                1,404,960              10,859          .77
Total interest bearing deposits           13,533,687              73,025         .54                  13,402,281              45,676          .34               13,418,531              30,813          .23

Borrowings:


Federal funds purchased and
securities sold under agreements to
repurchase                                 1,822,098              29,415        1.61                   1,514,144              19,655         1.30                1,462,387               9,829          .67
Other borrowings                              43,919                 952        2.17                       1,747                  45         2.58                   87,696               3,086         3.52
Total borrowings                           1,866,017              30,367        1.63                   1,515,891              19,700         1.30                1,550,083              12,915          .83
Total interest bearing liabilities        15,399,704             103,392         .67  %               14,918,172              65,376          .44 %             14,968,614              43,728          .29 %
Non-interest bearing deposits              6,376,204                                                   6,728,971                                                 7,176,255
Other liabilities                            360,587                                                     247,520                                                   250,510
Equity                                     3,077,030                                                   2,771,572                                                 2,636,229
Total liabilities and equity        $     25,213,525                                            $     24,666,235                                          $     25,031,608
Net interest margin (T/E)                              $         835,421                                           $         840,062                                         $         766,601
Net yield on interest earning
assets                                                                          3.48  %                                                      3.53 %                                                    3.19 %
Percentage increase (decrease) in
net interest margin (T/E) compared
to the prior year                                                               (.55 )%                                                      9.58 %                                                    7.75 %

(A) Loans on non-accrual status are included in the computation of average

balances. Included in interest income above are loan fees and late charges,

net of amortization of deferred loan origination fees and costs, which are

immaterial. Credit card income from merchant discounts and net interchange


    fees are not included in loan income.



AVERAGE BALANCE SHEETS - AVERAGE RATES AND YIELDS


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                                                                                    Years Ended December 31
                        2016                                                      2015                                                       2014
                                                                                                                                                                                Average Balance
                                            Average                                                                                                                                Five Year
                             Interest         Rates                              Interest        Average Rates                              Interest        Average Rates       Compound Growth
  Average Balance      Income/Expense   Earned/Paid       Average Balance     Income/Expense      Earned/Paid        Average Balance     Income/Expense      Earned/Paid              Rate


$       4,652,526   $         134,438          2.89 %    $      4,186,101   $         116,455         2.78 %        $      3,919,421   $         110,791         2.83 %                  5.87  %
          778,822              27,452          3.52               477,320              17,075         3.58                   418,702              15,826         3.78                   16.78
        2,440,955              89,305          3.66             2,293,839              85,751         3.74                 2,300,855              88,206         3.83                    4.44
        1,936,420              72,417          3.74             1,899,234              71,666         3.77                 1,818,125              69,054         3.80                    3.68
        1,947,240              75,076          3.86             1,829,830              72,625         3.97                 1,617,039              68,434         4.23                    3.61
          417,514              14,797          3.54               431,033              15,262         3.54                   426,720              16,188         3.79                   (3.43 )
          749,589              86,008         11.47               746,503              86,162        11.54                   754,482              86,298        11.44                     .27
            4,712                   -             -                 5,416                   -            -                     4,889                   -            -                   13.49
       12,927,778             499,493          3.86            11,869,276             464,996         3.92                11,260,233             454,797         4.04                    4.78
           25,710               1,317          5.12                 4,115                 191         4.64                         -                   -            -                       -

          735,081              15,628          2.13               466,135               5,180         1.11                   497,271              13,750         2.77                   11.35
          591,785              13,173          2.23               938,589              17,319         1.85                   794,752              13,211         1.66                  (24.78 )
        1,753,727              63,261          3.61             1,786,235              63,054         3.53                 1,715,493              61,593         3.59                   (6.58 )
        3,460,821              82,888          2.40             3,164,447              80,936         2.56                 2,981,225              80,229         2.69                    9.04
        2,418,118              35,346          1.46             2,773,069              29,558         1.07                 2,834,013              24,976          .88                  (13.50 )
          331,289               8,382          2.53               255,558               6,191         2.42                   141,266               3,287         2.33                   18.72
           19,722                 489          2.48                20,517                 562         2.74                    18,423                 411         2.23                    9.84
           47,763               2,208          4.62                45,200               1,805         3.99                    48,847               1,448         2.96                  (37.80 )
          112,888               7,656          6.78               108,061               8,582         7.94                   100,399               9,885         9.85                    5.98
        9,471,194             229,031          2.42             9,557,811             213,187         2.23                 9,131,689             208,790         2.29                    (.89 )
           12,660                  78           .62                16,184                  60          .37                    31,817                 101          .32                  (42.30 )
          791,392              13,544          1.71             1,002,053              13,172         1.31                   985,205              12,473         1.27                   (5.54 )
          188,581                 973           .52               206,115                 528          .26                   220,876                 555          .25                    7.45
       23,417,315             744,436          3.18            22,655,554             692,134         3.06                21,629,820             676,716         3.13                    2.13
         (152,628 )                                              (152,690 )                                                 (160,828 )                                                   (.08 )
          143,842                                                 112,352                                                     90,392                                                    (3.77 )
          381,822                                                 378,803                                                    382,207                                                     (.61 )
          350,443                                                 359,773                                                    354,899                                                     1.39
          415,677                                                 383,810                                                    376,433                                                     6.40
$      24,556,471                                        $     23,737,602                                           $     22,672,923                                                     2.15


$         775,121                 923           .12      $        729,311                 876          .12          $        670,650                 855          .13                    6.50
       10,285,288              13,443           .13             9,752,794              12,498          .13                 9,477,947              12,667          .13                    2.28
          749,261               2,809           .37               832,343               3,236          .39                   935,387               4,137          .44                   (8.17 )
        1,471,610               8,545           .58             1,224,402               6,051          .49                 1,372,509               5,926          .43                     .35
       13,281,280              25,720           .19            12,538,850              22,661          .18                12,456,493              23,585          .19                    1.67

        1,266,093               3,315           .26             1,654,860               1,861          .11                 1,257,660               1,019          .08                    7.70
          171,255               3,968          2.32               103,884               3,574         3.44                   104,896               3,484         3.32                  (15.98 )
        1,437,348               7,283           .51             1,758,744               5,435          .31                 1,362,556               4,503          .33                    6.49
       14,718,628              33,003           .22 %          14,297,594              28,096          .20 %              13,819,049              28,088          .20 %                  2.19
        7,049,633                                               6,786,741                                                  6,339,183                                                      .12
          292,145                                                 280,231                                                    225,554                                                     9.84
        2,496,065                                               2,373,036                                                  2,289,137                                                     6.09
$      24,556,471                                        $     23,737,602                                           $     22,672,923                                                     2.15  %
                    $         711,433                                       $         664,038                                          $         648,628
                                               3.04 %                                                 2.93 %                                                     3.00 %
                                               7.14 %                                                 2.38 %                                                      .42 %

(B) Interest income and yields are presented on a fully-taxable equivalent basis

using a federal income tax rate of 21% in 2019 and 2018, and 35% in prior

periods. Loan interest income includes tax free loan income (categorized as

business loan income) which includes tax equivalent adjustments of $6,282,000

in 2019, $5,931,000 in 2018, $10,357,000 in 2017, $9,537,000 in 2016,

$8,332,000 in 2015 and $7,640,000 in 2014. Investment securities interest

income includes tax equivalent adjustments of $7,845,000 in 2019, $10,306,000

in 2018, $22,565,000 in 2017, $21,847,000 in 2016, $21,386,000 in 2015 and

$20,784,000 in 2014. These adjustments relate to state and municipal

obligations, trading securities, equity securities, and other securities.






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QUARTERLY AVERAGE BALANCE SHEETS - AVERAGE RATES AND YIELDS

Year ended December 31, 2019


                                Fourth Quarter                 Third Quarter                  Second Quarter                  First Quarter
                           Average    Average Rates       Average    Average Rates        Average    Average Rates       Average    Average Rates
(Dollars in millions)      Balance     Earned/Paid        Balance     Earned/Paid        Balance      Earned/Paid        Balance     Earned/Paid
ASSETS
Loans:
Business(A)              $   5,362         3.59 %       $   5,265         3.85 %       $   5,142          4.02 %       $   5,086         4.07 %
Real estate -
construction and land          901         5.05               920         5.46               909          5.63               907         5.73
Real estate - business       2,820         4.22             2,883         4.42             2,869          4.60             2,864         4.61
Real estate - personal       2,284         3.85             2,175         3.91             2,135          3.97             2,119         4.00
Consumer                     1,962         4.76             1,924         4.88             1,908          4.77             1,929         4.73
Revolving home equity          348         4.76               354         5.17               362          5.20               371         5.17
Consumer credit card           749        12.11               763        12.42               766         12.33               781        12.18
Overdrafts                      18            -                 9            -                 5             -                 4            -
Total loans                 14,444         4.47            14,293         4.71            14,096          4.82            14,061         4.85
Loans held for sale             15         5.32                20         6.15                21          6.98                18         7.38
Investment securities:
U.S. government &
federal agency
obligations                    826         2.16               824         2.36               844          4.66               910          .78
Government-sponsored
enterprise obligations         185         2.17               182         2.69               200          2.32               199         2.35
State & municipal
obligations(A)               1,208         3.05             1,172         3.14             1,222          3.18             1,283         3.19
Mortgage-backed
securities                   4,686         2.72             4,713         2.61             4,615          2.70             4,360         2.76
Asset-backed securities      1,258         2.62             1,298         2.80             1,412          2.79             1,526         2.70
Other debt securities          331         2.82               334         2.63               331          2.68               336         2.69
Trading debt
securities(A)                   33         2.81                30         2.91                30          3.14                25         3.24
Equity securities(A)             4        49.40                 5        35.67                 5         35.97                 5        37.55
Other securities(A)            142         6.58               135         6.19               130          6.69               130         5.73
Total investment
securities                   8,673         2.78             8,693         2.76             8,789          3.04             8,774         2.66
Federal funds sold and
short-term securities
purchased under
agreements to resell             1         2.22                 1         2.57                 2          2.76                 5         2.79
Long-term securities
purchased under
agreements to resell           850         2.26               713         2.01               700          2.11               700         2.18
Interest earning
deposits with banks            390         1.61               227         2.17               332          2.40               317         2.42
Total interest earning
assets                      24,373         3.75            23,947         3.90            23,940          4.05            23,875         3.93
Allowance for loan
losses                        (160 )                         (160 )                         (161 )                          (159 )
Unrealized gain (loss)
on debt securities             150                            153                             42                             (49 )
Cash and due from banks        379                            367                            369                             367
Land, buildings and
equipment - net                387                            380                            378                             376
Other assets                   549                            545                            504                             454
Total assets             $  25,678                      $  25,232                      $  25,072                       $  24,864
LIABILITIES AND EQUITY
Interest bearing
deposits:
Savings                  $     924          .11         $     925          .11         $     930           .11         $     896          .11
Interest checking and
money market                10,619          .35            10,409          .38            10,643           .38            10,763          .35
Certificates of deposit
under $100,000                 627         1.16               620         1.11               605          1.01               590          .87
Certificates of deposit
$100,000 & over              1,434         1.79             1,504         1.99             1,378          2.02             1,268         1.92
Total interest bearing
deposits                    13,604          .52            13,458          .58            13,556           .55            13,517          .51
Borrowings:
Federal funds purchased
and securities sold
under agreements to
repurchase                   1,837         1.20             1,885         1.74             1,794          1.80             1,772         1.72
Other borrowings                94         2.05                77         2.33                 2          1.52                 1         1.62
Total borrowings             1,931         1.25             1,962         1.76             1,796          1.80             1,773         1.72
Total interest bearing
liabilities                 15,535          .61 %          15,420          .73 %          15,352           .70 %          15,290          .65 %
Non-interest bearing
deposits                     6,553                          6,290                          6,336                           6,325
Other liabilities              459                            391                            307                             283
Equity                       3,131                          3,131                          3,077                           2,966
Total liabilities and
equity                   $  25,678                      $  25,232                      $  25,072                       $  24,864
Net interest margin
(T/E)                    $     206                      $     207                      $     215                       $     207
Net yield on interest
earning assets                             3.36 %                         3.43 %                          3.61 %                         3.52 %

(A) Includes tax equivalent calculations.


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QUARTERLY AVERAGE BALANCE SHEETS - AVERAGE RATES AND YIELDS


                                                                       Year ended December 31, 2018
                                Fourth Quarter                 Third Quarter                  Second Quarter                 First Quarter
                           Average    Average Rates       Average    Average Rates       Average    Average Rates       Average    Average Rates
(Dollars in millions)      Balance     Earned/Paid        Balance     Earned/Paid        Balance     Earned/Paid        Balance     Earned/Paid
ASSETS
Loans:
Business(A)              $   5,030         3.93 %       $   4,925         3.80 %       $   4,962         3.69 %       $   4,934         3.48 %
Real estate -
construction and land          953         5.47               992         5.21               972         5.06               952         4.69
Real estate - business       2,758         4.53             2,733         4.35             2,727         4.22             2,734         4.06
Real estate - personal       2,122         3.87             2,111         3.83             2,079         3.84             2,062         3.80
Consumer                     1,962         4.62             1,985         4.46             2,026         4.39             2,072         4.25
Revolving home equity          374         4.98               374         4.72               378         4.51               393         4.25
Consumer credit card           788        11.91               775        11.99               754        12.05               758        12.06
Overdrafts                       5            -                 5            -                 4            -                 5            -
Total loans                 13,992         4.72            13,900         4.59            13,902         4.49            13,910         4.33
Loans held for sale             18         6.59                18         6.87                22         6.72                19         6.45
Investment securities:
U.S. government &
federal agency
obligations                    923         1.90               925         2.23               924         3.18               916         2.12
Government-sponsored
enterprise obligations         215         2.24               262         2.10               354         1.88               406         1.84
State & municipal
obligations(A)               1,361         3.06             1,376         2.98             1,395         3.06             1,513         3.06
Mortgage-backed
securities                   4,380         2.75             4,434         2.65             4,067         2.60             3,926         2.62
Asset-backed securities      1,519         2.55             1,427         2.42             1,407         2.32             1,469         2.11
Other debt securities          340         2.60               340         2.59               340         2.63               342         2.65
Trading debt
securities(A)                   26         3.21                24         3.13                26         3.15                22         2.73
Equity securities(A)             4        39.92                 4        32.69                47        89.68                51         3.64
Other securities(A)            128        15.51               120        13.00               109         6.68               101         6.73
Total investment
securities                   8,896         2.86             8,912         2.76             8,669         3.19             8,746         2.58
Federal funds sold and
short-term securities
purchased under
agreements to resell            14         2.56                13         2.10                37         1.93                44         1.65
Long-term securities
purchased under
agreements to resell           700         2.31               686         2.26               700         2.17               700         2.38
Interest earning
deposits with banks            353         2.28               299         1.96               354         1.80               274         1.69
Total interest earning
assets                      23,973         3.92            23,828         3.80            23,684         3.90            23,693         3.59
Allowance for loan
losses                        (159 )                         (159 )                         (159 )                         (159 )
Unrealized loss on debt
securities                    (166 )                         (119 )                         (122 )                          (43 )
Cash and due from banks        365                            357                            357                            364
Land, buildings and
equipment - net                343                            344                            343                            345
Other assets                   452                            445                            419                            437
Total assets             $  24,808                      $  24,696                      $  24,522                      $  24,637
LIABILITIES AND EQUITY
Interest bearing
deposits:
Savings                  $     871          .11         $     877          .11         $     881          .11         $     839          .12
Interest checking and
money market                10,839          .30            10,840          .26            10,850          .23            10,738          .20
Certificates of deposit
under $100,000                 585          .70               594          .56               609          .46               625          .43
Certificates of deposit
$100,000 & over              1,091         1.61             1,100         1.41             1,135         1.23             1,134         1.02
Total interest bearing
deposits                    13,386          .41            13,411          .35            13,475          .32            13,336          .28
Borrowings:
Federal funds purchased
and securities sold
under agreements to
repurchase                   1,656         1.60             1,500         1.33             1,339         1.18             1,560         1.04
Other borrowings                 1         2.67                 2         2.60                 3         2.52                 2         2.54
Total borrowings             1,657         1.60             1,502         1.33             1,342         1.19             1,562         1.04
Total interest bearing
liabilities                 15,043          .54 %          14,913          .45 %          14,817          .40 %          14,898          .36 %
Non-interest bearing
deposits                     6,667                          6,678                          6,749                          6,825
Other liabilities              265                            296                            228                            199
Equity                       2,833                          2,809                          2,728                          2,715
Total liabilities and
equity                   $  24,808                      $  24,696                      $  24,522                      $  24,637
Net interest margin
(T/E)                    $     216                      $     211                      $     216                      $     197
Net yield on interest
earning assets                             3.58 %                         3.52 %                         3.65 %                         3.37 %

(A) Includes tax equivalent calculations.


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