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)	2016		2015
Assets
Investment in consolidated subsidiaries:
Banks	$	2,246,060	$	2,147,284
Non-banks	51,816		50,223
Cash	51		53
Securities purchased under agreements to resell	155,775		104,440
Investment securities:
Available for sale	58,051		52,076
Non-marketable	718		1,787
Advances to subsidiaries, net of borrowings	5,053		18,560
Income tax benefits	524		8,444
Other assets	17,716		17,246
Total assets	$	2,535,764	$	2,400,113
Liabilities and stockholders’ equity
Pension obligation	$	17,158	$	18,237
Other liabilities	22,823		19,886
Total liabilities	39,981		38,123
Stockholders’ equity	2,495,783		2,361,990
Total liabilities and stockholders’ equity	$	2,535,764	$	2,400,113



Condensed Statements of Income
	For the Years Ended December 31
(In thousands)	2016			2015			2014
Income
Dividends received from consolidated subsidiaries:
Banks	$	160,002		$	160,001		$	200,001
Non-banks	—			—			34,000
Earnings of consolidated subsidiaries, net of dividends	118,704			106,636			32,493
Interest and dividends on investment securities	2,364			2,272			2,501
Management fees charged subsidiaries	30,965			25,713			25,806
Investment securities gains	1,880			—			204
Other	2,720			1,422			2,176
Total income	316,635			296,044			297,181
Expense
Salaries and employee benefits	29,116			22,167			26,030
Professional fees	1,951			1,833			2,363
Data processing fees paid to affiliates	3,226			3,186			3,030
Other	11,448			9,265			10,578
Total expense	45,741			36,451			42,001
Income tax benefit	(4,497		)	(4,137		)	(6,574		)
Net income	$	275,391		$	263,730		$	261,754



Condensed Statements of Cash Flows
	For the Years Ended December 31
(In thousands)	2016			2015			2014
Operating Activities
Net income	$	275,391		$	263,730		$	261,754
Adjustments to reconcile net income to net cash provided by operating activities:
Earnings of consolidated subsidiaries, net of dividends	(118,704		)	(106,636		)	(32,493		)
Other adjustments, net	6,151			(3,284		)	5,412
Net cash provided by operating activities	162,838			153,810			234,673
Investing Activities
(Increase) decrease in securities purchased under agreements to resell	(51,335		)	57,210			(19,000		)
(Increase) decrease in investment in subsidiaries, net	4			(6		)	357
Proceeds from sales of investment securities	2,949			—			157
Proceeds from maturities/pay downs of investment securities	4,105			3,516			5,852
Purchases of investment securities	—			(2,500		)	—
(Increase) decrease in advances to subsidiaries, net	13,507			1,171			(17,959		)
Net purchases of building improvements and equipment	(3		)	(113		)	(98		)
Net cash provided by (used in) investing activities	(30,773		)	59,278			(30,691		)
Financing Activities
Proceeds from issuance of preferred stock	—			—			144,784
Purchases of treasury stock	(39,381		)	(23,176		)	(70,974		)
Accelerated share repurchase agreements	—			(100,000		)	(200,000		)
Issuance of stock under equity compensation plans	(6		)	1,914			8,652
Excess tax benefit related to equity compensation plans	3,390			2,132			1,850
Cash dividends paid on common stock	(87,070		)	(84,961		)	(84,241		)
Cash dividends paid on preferred stock	(9,000		)	(9,000		)	(4,050		)
Net cash used in financing activities	(132,067		)	(213,091		)	(203,979		)
Increase (decrease) in cash	(2		)	(3		)	3
Cash at beginning of year	53			56			53
Cash at end of year	$	51		$	53		$	56
Income tax payments (receipts), net	$	(8,958	)	$	1,278		$	(8,209	)

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

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, 2016, the fair value of available for sale investment securities held by the Parent consisted of investments of $51.1 million in common and preferred stock and $6.9 million in non-agency mortgage-backed securities. The Parent’s unrealized net gain in fair value on its investments was $45.8 million at December 31, 2016. The corresponding net of tax unrealized gain included in stockholders’ equity was $28.4 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 $1.9 million at December 31, 2016.