Parent Company Condensed Financial Statements

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



Condensed Balance Sheets
	December 31
(In thousands)	2014		2013
Assets
Investment in consolidated subsidiaries:
Banks	$	2,069,369	$	1,952,179
Non-banks	45,600		63,134
Cash	56		53
Securities purchased under agreements to resell	161,650		142,650
Investment securities:
Available for sale	52,118		57,754
Non-marketable	1,787		3,326
Advances to subsidiaries, net of borrowings	19,731		1,772
Income tax benefits	3,848		470
Other assets	16,551		15,201
Total assets	$	2,370,710	$	2,236,539
Liabilities and stockholders’ equity
Pension obligation	$	20,653	$	6,501
Other liabilities	19,864		19,396
Total liabilities	40,517		25,897
Stockholders’ equity	2,330,193		2,210,642
Total liabilities and stockholders’ equity	$	2,370,710	$	2,236,539



Condensed Statements of Income
	For the Years Ended December 31
(In thousands)	2014			2013			2012
Income
Dividends received from consolidated subsidiaries:
Banks	$	200,001		$	200,001		$	235,000
Non-banks	34,000			390			—
Earnings of consolidated subsidiaries, net of dividends	32,493			62,815			34,467
Interest and dividends on investment securities	2,501			4,029			5,074
Management fees charged subsidiaries	25,806			20,701			23,658
Investment securities gains	204			1,294			346
Other	2,176			2,958			2,067
Total income	297,181			292,188			300,612
Expense
Salaries and employee benefits	26,030			20,433			24,188
Professional fees	2,363			3,538			1,950
Data processing fees paid to affiliates	3,030			2,775			2,664
Other	10,578			10,236			7,582
Total expense	42,001			36,982			36,384
Income tax benefit	(6,574		)	(5,755		)	(5,101		)
Net income	$	261,754		$	260,961		$	269,329



Condensed Statements of Cash Flows
	For the Years Ended December 31
(In thousands)	2014			2013			2012
Operating Activities
Net income	$	261,754		$	260,961		$	269,329
Adjustments to reconcile net income to net cash provided by operating activities:
Earnings of consolidated subsidiaries, net of dividends	(32,493		)	(62,815		)	(34,467		)
Other adjustments, net	5,412			(139		)	(6,310		)
Net cash provided by operating activities	234,673			198,007			228,552
Investing Activities
(Increase) decrease in securities purchased under agreements to resell	(19,000		)	(74,975		)	50,400
Decrease in investment in subsidiaries, net	357			151			1,195
Proceeds from sales of investment securities	157			866			346
Proceeds from maturities/pay downs of investment securities	5,852			13,644			17,063
Purchases of investment securities	—			—			(2,000		)
(Increase) decrease in advances to subsidiaries, net	(17,959		)	3,732			4,136
Net purchases of building improvements and equipment	(98		)	(402		)	(92		)
Net cash provided by (used in) investing activities	(30,691		)	(56,984		)	71,048
Financing Activities
Proceeds from issuance of preferred stock	144,784			—			—
Purchases of treasury stock	(210,974		)	(69,353		)	(104,909		)
Accelerated stock repurchase agreement	(60,000		)	—			—
Issuance of stock under equity compensation plans	8,652			9,426			14,820
Net tax benefit related to equity compensation plans	1,850			1,003			2,094
Cash dividends paid on common stock	(84,241		)	(82,104		)	(211,608		)
Cash dividends paid on preferred stock	(4,050		)	—			—
Net cash used in financing activities	(203,979		)	(141,028		)	(299,603		)
Increase (decrease) in cash	3			(5		)	(3		)
Cash at beginning of year	53			58			61
Cash at end of year	$	56		$	53		$	58
Income tax payments (receipts), net	$	(8,209	)	$	(6,933	)	$	523

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

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

At December 31, 2014, the fair value of available for sale investment securities held by the Parent consisted of investments of $37.4 million in common stock and $14.7 million in non-agency mortgage-backed securities. The Parent’s unrealized net gain in fair value on its investments was $35.3 million at December 31, 2014. The corresponding net of tax unrealized gain included in stockholders’ equity was $21.9 million. Also included in stockholders’ equity was an unrealized net of tax gain in fair value of investment securities held by subsidiaries, which amounted to $63.2 million at December 31, 2014.